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AMENDED AND RESTATED
CITY MANAGER EMPLOYMENT AGREEMENT
between
THE CITY OF SAN MARINO
&
PHILIPPE ESKANDAR
The City of San Marino, California, a municipal corporation ("City"), and Philippe Eskandar, an individual (the "Employee") enter into this Amended and Restated City Manager Employment Agreement ("Agreement”) as of November 13, 2024, amending that certain City Manager Agreement Employment Agreement, originally effective as of July 1, 2023. The City and the Employee are sometimes individually referred to as a "Party" and collectively as "Parties." 4867-1824-8950 v1 -2-
RECITALS
1. The City and Employee entered into a City Manager Employment Agreement dated July 1, 2023 (the “Original Agreement”) pursuant to which Employee was retained as the City’s City Manager
2. Pursuant to the terms of the Original Agreement, the City Council conducted a performance evaluation of the City Manager on October 9, 2024. As a result of that evaluation, City and Employee wish to amend and restate the Original Agreement with modified terms attributable to Employee’s performance as City Manager.
3. The Parties mutually desire to execute this amended and restated Agreement pursuant to the authority of and subject to the provisions of Government Code Section 53260 et seq.
AGREEMENT
In consideration of the performance by the Parties of the promises, covenants, and conditions herein contained, the Parties agree as provided in this Agreement.
SECTION 1
EMPLOYMENT
The City hereby employs Employee as its City Manager, effective July 1, 2023 ("Effective Date"), and Employee hereby accepts such employment.
SECTION 2
TERM
This term of this Agreement shall commence as of the Effective Date and shall continue to and through June 30, 2030 unless previously terminated as provided by this Agreement.
SECTION 3
CITY MANAGER'S COMMITMENTS
A. Duties & Authority
1. Employee shall be the chief executive officer of the City and be responsible to the City Council for the proper administration of all affairs of the City.
2. Employee shall perform all of the duties of the City Manager as set forth in the San Marino Municipal Code (the "Municipal Code"), the California Government Code, and City policies and procedures approved by the City Council, as may be provided from time to time. Employee shall also perform other legally permissible and proper duties and functions as the City Council may assign from time to time.
3. The City Council may also designate Employee as the chief executive of other Cityrelated legal entities. Such other legal entities could include financing authorities, and joint powers authorities.
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4. Employee shall administer and enforce policies established by the City Council and promulgate rules and regulations as necessary to implement City Council policies.
5. Employee shall have the power and shall be required to:
a. Attend all meetings of the City Council, unless excused by the Mayor, and take part in the discussion of all matters before the City Council. Employee shall receive notice of all regular and special meetings of the City Council. b. Review all agenda documents before preparing the agenda for any regular or special meetings of the City Council.
c. Direct the work of all elective and appointive City officers and departments that are the concern and responsibility of the City Council, except those that are directly appointed by or report directly to the City Council. Employee shall endeavor to implement changes that Employee believes will result in greater efficiency, economy, or improved public service in the administration of City affairs.
d. Recommend to the City Council from time to time, adoption of such measures as Employee may deem necessary or expedient for the health, safety, or welfare of the community or for the improvement of administrative services.
e. Research administrative practices in order to bring about greater efficiency and economy in City government, and develop and recommend to the City Council long-range plans to improve City operations and prepare for future City growth and development.
f. Provide management training and develop leadership qualities among department heads and staff as necessary to build a City management team that can plan for and meet future challenges.
g. Exercise control of City government in emergencies as authorized by the Municipal Code and California law.
B. Hours of Work
1. Employee is an exempt employee but is expected to engage in those hours of work that are necessary to fulfill the obligations of the City Manager's position.
Employee does not have set hours of work as Employee is expected to be available at all times.
2. Employee may engage in teaching, consulting, speaking, or perform other non-City connected activities for which he is compensated only with the express prior consent of the City Council.
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C. Disability or Inability to Perform
If, as the result of long-term or permanent disability, sickness, accident, injury, mental incapacity or other personal health-related reason, the City determines that Employee is unable to perform his essential duties, with or without reasonable accommodation, after exhausting all authorized use of accrued sick leave, vacation, or other authorized paid/unpaid leave available under City policies or state or federal law, the City Council may terminate Employee. If the City Council does elect to terminate Employee due to incapacity, Employee shall receive severance benefits provided in Section 6.D below. In exercising this option, the City will comply with its obligations under applicable state and federal disability and public retirement laws.
D. ICMA Code of Ethics
Employee shall comply with the International City/County Management Association ("ICMA") Code of Ethics as set forth in Exhibit A to this Agreement, which is hereby incorporated by this reference as though set forth in full; provided that the guideline under Item 7 of the Code addressing Elections will only apply to City of San Marino elections.
SECTION 4
CITY COUNCIL COMMITMENTS
A. The City Council shall set policy for the governance and administration of the City and to be implemented through Employee.
B. The City Council shall spend time each year to work with Employee and staff on setting goals and priorities for the City government.
C. Except for the purpose of inquiry, the City Council and its members shall deal with all subordinate City employees, officers, contractors, and consultants solely through Employee or Employee's designee, and neither the City Council nor any member thereof shall give orders to any subordinate of Employee, either publicly or privately.
D. No member of the City Council shall order the appointment or removal of any person to any office or employment under the supervision and control of Employee.
E. The City Council shall conduct an annual review of Employee during September of each year (starting in 2024) in accordance with specific criteria developed by the City Council or such member or members of the City Council it may designate for this purpose. The City Council may from time to time add to or delete such criteria as it may determine. The City Council may, in its sole discretion, consider a salary adjustment in connection with the annual performance evaluation.
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SECTION 5
COMPENSATION
The City shall provide the following compensation to Employee during the term of the agreement:
A. Compensation & Required Employer Costs
1. Base Salary
a. Employee's annual base salary shall be $225,000 as of July 1, 2023.
Effective July 1, 2024 Employee’s annual base salary shall be $255,000.
Employee shall be paid at the same intervals and in the same manner as regular City employees. Whenever a cost of living adjustment or other nonmerit based salary increase or any increase in benefits is provided to other management employees, the City Council shall consider whether it is reasonable and appropriate to grant a similar increase to the City Manager’s base salary upon the written request of the City Manager. Any increase in salary shall be reflected on a City Council approved salary schedule, but shall not require an amendment to this Agreement.
b. The City shall not at any time during the term of this Agreement reduce the base salary, compensation, or other financial benefits of Employee, unless as part of a general City management salary reduction, and then in no greater percentage than the average reduction of all City department heads whose salaries are reduced.
2. Required Employer Costs
a. Federal Insurance Contributions Act (FICA) (if applicable to the same extent provided other City employees)
i. Old Age Survivor and Disability Income (OASDI)
ii. Medicare
b. Unemployment Compensation to the same extent provided other City employees.
c. Public Employees Retirement System (CalPERS).
City contracts with the California Public Employees' Retirement System for retirement benefits. The City will pay only the City's portion and Employee is responsible for paying the employee's portion for participation in the Public Employees' Retirement System. The CalPERS benefit shall be based upon a three year average and 2%@60 formula.
d. The cost of any fidelity or other bonds required by law for Employee. 4867-1824-8950 v1 -6-
e. Workers Compensation to the same extent provided other employees of the City.
B. Basic Benefits
1. Sick, Bereavement, Vacation, Administrative and Other Leaves Employee shall accrue the above leaves and such leaves shall be subject to any caps, use and cash out requirements as set forth in Sections 10-14 of the Unrepresented Employees Salary and Benefits Schedule, adopted by Resolution R24-16 (“Benefits Resolution”). Notwithstanding the foregoing, Employee shall be benchmarked as of July 1, 2023 as a 10 year employee for purposes of vacation accrual under Section 12 of the Benefits Resolution. Further, Employee shall begin employment on July 1, 2023 with the 80 hours of Administrative Leave time provided for in Section 13, along with an additional 40 hours of Administrative Leave time for the first year of employment, which 40 hours (or any balance remaining at the end of the first year of employment) shall not carry over to the second year. As of July 1, 2024, Employee shall receive a one-time allocation of an additional 40 hours of Vacation Leave.
2. Automobile
Employee shall be provided with a City-leased or purchased vehicle for Employee’s use. City shall provide all maintenance upkeep, fuels, and insurance on said vehicle.
Employee is not precluded from personal use of said vehicle, or using other City vehicles for City business during the normal workday on occasion, when appropriate. If the City is unable to provide a vehicle to Employee, a monthly auto allowance of $700 shall be provided to the Employee.
3. Deferred Compensation — Section 457(b) Plan
City shall contribute an amount equal to five percent (5%) of Employee's base salary to a Section 457(b) or 401(a) deferred compensation plan at Employee's choice, subject to the rules of the plan. This payment shall be in addition to the base salary and shall be made in equal installments at the same time that the City Manager's base salary is paid.
4. Holidays
Employee shall be entitled to the same holidays with pay as described in Section 9 of the Benefits Resolution.
5. Medical and Other Health Benefits
City shall provide Employee with such medical and other health benefits as provided for Department Heads in Section 7 of the Benefits Resolution. 4867-1824-8950 v1 -7-
6. Professional Development
The City agrees to pay for reasonable sums of professional dues, subscriptions, travel and subsistence expenses of Employee for professional participation in appropriate organizations such as, but not limited to, the CA City Management Foundation, International City/County Management Association, and the San Gabriel Valley City Managers’ Association. Notwithstanding the foregoing, the City Council shall have discretion to establish appropriate amounts, in the annual City budget or otherwise, of official and professional development expenses and travel costs.
7. Reimbursement
City recognizes that certain expenses of a job-related nature may be incurred by Employee. City agrees to reimburse Employee for reasonable expenses that are supported by expense receipts, statements, or personal affidavits, and audit thereof in like manner as other demands against the City. Equipment and Technology
8. Equipment and Technology
City shall provide all equipment and technology necessary for the completion of Employee’s duties. Such equipment and technology shall include, but not be limited to, cellular phone, laptop computer, and other equipment and technology Employee deems appropriate for the efficient execution of Employee's duties. City acknowledges and approves incidental personal use by Employee of such equipment and technology.
9. Other Benefits
Employee shall be entitled to all other benefits provided for in the Benefits Resolution for which Employee qualifies.
SECTION 6
SEPARATION
A. Resignation or Retirement
Employee may resign at any time and agrees to give the City at least 45 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 three months' advance notice. Employee's actual retirement date will be mutually established. This Agreement shall terminate upon the effective date of Employee's resignation or retirement.
B. Removal
1. Manager is an at-will employee serving at the pleasure of the City Council as provided in Government Code Section 36506.
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2. The City Council may remove Employee at any time, with or without cause, by a majority vote of its members. This Agreement shall terminate upon the effective date of Employee's removal.
3. Employee hereby waives any and all rights under Section 02.03.10 of the San Marino Municipal Code in all circumstances where it may apply.
C. Removal for Cause
1. Notwithstanding the provisions of Section 6.D, Employee may be removed for cause. As used in this section, "cause" shall mean only one or more of the following:
a. Incompetency such as failure to comply with the minimum standards for Employee's position for a significant period of time.
b. Neglect of duty, such as failure to timely perform the duties required of Employee's position or failure to implement policy directions of the City Council.
c. Dishonesty involving employment.
d. Being under the influence of alcohol or intoxicating drugs while on duty. e. Addiction to or habitual use of alcoholic beverages, narcotics, or any habit forming non-prescription drug that renders it more difficult for Employee to deliver public service.
f. Absence without leave.
g. Conviction of a crime or conduct constituting a violation of state or federal law that renders it more difficult for Employee to deliver public service. “Conviction” includes entry of a plea of nolo contendere or a plea bargain. h. Improper or unauthorized use of City property.
i. Failure to engage or participate in good faith in an interactive process to attempt to identify an effective reasonable accommodation to resolve a physical or mental infirmity(s) or defect(s) affecting job performance when it is within the capacity of the employee to do so.
j. Acceptance from any source of any emolument, reward, gift, or other form of remuneration in addition to Employee's regular compensation, as a personal benefit to the employee for actions performed in the normal course of Employee's assigned duties.
k. Falsification of any City report or record or of any report or record required to be, or, filed by Employee.
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l. Engagement in prohibited harassment, discrimination, retaliation, or abusive conduct.
m. A material breach of this Agreement.
2. For purposes of this provision, a determination that “cause” exists shall be based on demonstrable, or otherwise reasonably proven, sustained, corroborated, or admitted conduct.
3. In the event the City terminates Employee for cause, then the City may terminate this Agreement immediately, and Employee shall not be entitled to any severance benefits provided by Section 6.D and shall be entitled to only the compensation accrued up to the date of termination, payments required by Section 6.E below, and such other termination benefits and payments as may be required by law.
D. Removal Without Cause
If City removes Employee without such cause, as defined in Section 6.0 above, and Employee executes an irrevocable agreement including, but not limited to, the terms in sub-section D.1, then City shall pay Employee an amount equal to six (6) months base salary as severance. In no event shall Employee be terminated without cause within one hundred and twenty (120) days after any municipal election for the selection or recall of one or more of the members of the City Council.
1. As an express condition precedent for City’s full payment of severance benefits to Employee, Employee will:
a. Release and discharge City and its elected officials, appointed officers, employees, sub-contractors, agents, accounts, attorneys, successors and all other persons acting for, under, or in concert with City both past and present from any and all personal claims, demands, actions, causes of action, obligations, damages, liabilities, losses, costs and expenses, including attorney’s fees of any kind or nature whatsoever, past, present and future, arising from, relating to or in connection with any rights of Employee to (i) receive severance benefits under this Agreement, (ii) any right of employee to continued employment with City, and (iii) any claim, demand, or cause of action or damages for wrongful termination (collectively, the “Released Matters”); and
b. Agree to waive all claims, demands, actions, causes of action, obligations, liabilities, claims of credits or offsets, costs, and expenses, including attorney’s fees, of any kind or nature whatsoever as to the Released Matters.
As to the Released Matters only, Employee will acknowledge that he has read and understands California Civil Code § 1542, as it currently or then may provide, and agree that the releases contained therein constitutes a full and complete waiver or release of any claims, current or future, known or unknown, which may have arisen out of the Released Matters regardless of 4867-1824-8950 v1 -10-
whether Employee has knowledge of the existence of such claims or of the material facts relevant to such claims.
E. Payment for Unused Vacation Leave Balance
1. On separation from City employment, Employee shall be paid for all unused accrued vacation leave allowance as set forth in the Benefits Resolution, and/or Employee may apply the leave time to service credit for retirement purposes if permitted by CalPERS. Accumulated vacation leave balances shall be paid at Employee's monthly salary rate at the effective date of separation.
2. In the event Employee dies while employed by the City under this Agreement, Employee's beneficiaries or those entitled to Employee's estate, shall be entitled to Employee's earned salary, and any in-lieu payments for accrued benefits, including compensation for the value of all accrued vacation leave balances.
SECTION 7
MISCELLANEOUS PROVISIONS
A. Amendments
This Agreement may only be modified by a writing signed by both Parties.
B. Conflict of Interest
1. Employee shall not engage in any business or transaction or shall have a financial or other personal interest or association, direct or indirect, which is in conflict with the proper discharge of official duties or would tend to impair independence of judgment or action in the performance of official duties. Personal as distinguished from financial interest includes an interest arising from blood or marriage relationships or close business, personal, or political associations.
2. Employee shall also comply with the conflict of interest provisions of the California Government Code and any conflict of interest code applicable to Employee's City employment.
3. Employee is responsible for submitting to the City Clerk the appropriate Conflict of Interest Statements at the time of appointment, annually thereafter, and at the time of separation from the position.
C. Indemnification
1. In accordance with and to the extent provided by California's Tort Claims Act (Government Code Section 825 et seq.) and Government Code Sections 995¬996.5, the City shall defend and indemnify Employee against and for all losses sustained by Employee in direct consequences of the discharge of Employee's duties on the City's behalf for the period of Employee's employment.
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2. In the event that Employee shall serve as the chief executive of other City-related legal entities as provided in Sections 3.A.2 or 3.A.3, then Section 7.C.1 shall be equally applicable to each City-related legal entity as though set forth in an indemnity agreement between Employee and that legal entity. The City hereby guarantees the performance of this indemnity obligation by the City-related legal entity, and shall indemnify and hold Employee harmless against any failure or refusal by City-related legal entity to perform its obligations under this Section.
3. Without limiting the application of 7.C.2, nothing in this agreement shall expand the City's defense and indemnification obligations beyond those provided in the Government Code Tort Claims Act (Government Code Section 825, et seq.) and Government Code Sections 995-996.5. Further, in the event City provides funds for legal criminal defense pursuant to this sub-section and terms of the Government Code, City Manager shall reimburse the City for such legal criminal defense funds if City Manager is convicted of a crime involving an abuse of office or position, as provided by Government Code Sections 53243 — 53243.4.
4. This Section 7.0 shall survive separation and termination of this Agreement.
D. Severability
If any clause, sentence, part, section, or portion of this Agreement is found by a court of competent jurisdiction to be illegal or unenforceable, such clause, sentence, part, section, or portion so found shall be regarded as though it were not part of this Agreement and the remaining parts of this Agreement shall be fully binding and enforceable by the Parties hereto.
E. Laws Affecting Title
In addition to those laws affecting a City Manager, Employee shall have the same powers, rights and responsibilities as a Chief Executive Officer, City Administrative Officer, Administrator, and/or City Administrator as those terms are used in local, state, or federal laws.
F. Jurisdiction and Venue
This Agreement shall be construed in accordance with the laws of the State of California, and the Parties agree that venue shall be in Los Angeles County, California.
G. Entire Agreement
This Agreement represents the entire agreement of the Parties, and no representations have been made or relied upon except as set forth herein. This Agreement may be amended or modified only by a written, fully executed agreement of the Parties. 4867-1824-8950 v1 -12-
H. Notice
Any notice, amendments, or additions to this Agreement, including change of address of either party during the term of this Agreement, which Employee or the City shall be required, or may desire, to make shall be in writing and shall be sent by prepaid first class mail or hand-delivered to the respective Parties as follows:
1. If to the City:
City Clerk
City of San Marino
2200 Huntington Drive
San Marino, CA 91108
2. If to Employee:
Philippe Eskandar
City Manager
City of San Marino
2200 Huntington Drive
San Marino, CA 91108
IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.
“City”
CITY OF SAN MARINO
A Municipal Corporation
Steven Huang
Mayor
“Employee”
Philippe Eskandar
ATTEST:
By:
Alison Walker
City Clerk
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APPROVED AS TO FORM
By:
Joseph Montes
City Attorney
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Exhibit A
ICMA CODE OF ETHICS