Attachment E
1 EMPLOYMENT AGREEMENT
BETWEEN THE CITY COUNCIL OF THE CITY OF SANTA MARIA
AND THOMAS T. WATSON FOR SERVICES RENDERED AS CITY ATTORNEY This agreement is entered into this ___ 5__ day of August 2025, by and between the City Council of the City of Santa Maria, a municipal corporation, hereinafter referred as “City,” and Thomas T. Watson, an individual, hereinafter referred to as “Employee” (the “Agreement”), with reference pursuant to the following:
WHEREAS, the City Council entered into an Employment Agreement with Thomas T.
Watson for Services Rendered as City Attorney dated May 7, 2019, which was adopted by Resolution No. 2019-44 (“Employment Agreement for City Attorney Services”);
WHEREAS the City Council desires to have Employee continue to provide services to the City as its appointed City Attorney; and
WHEREAS the City Attorney shall continue be an “At-Will” employee and serve at the pleasure of the City Council; and
WHEREAS it is the desire of the City Council to amend and restate Employee’s compensation and benefits, which shall supersede and replace the 2 019 Employment Agreement and any and all other prior agreements and/or contracts for compensation and benefits; and
WHEREAS it is the desire of the City Council to: provide inducement for the Employee to remain in such employment for the term of this Agreement; make possible full work productivity by assuring Employee’s morale, health and peace of mind with respect to the f uture security of him and his family; assist in the maintenance of the health and well-being of Employee; provide a just means for terminating the services of Employee at such time as he may be unable to discharge fully his duties due to disability or when the City Council may desire to otherwise terminate his employment; act as a deterrent against malfeasance or dishonestly for personal gain on the part of Employee and against morally questionable personal financial dealings; and establish a clear and mutually understood system of compensating Employee; and
WHEREAS Employee wishes to continue to serve the City Council as its City Attorney; and
WHEREAS Section 36506 of the California Government Code requires the City Council to fix the compensation of all appointive officers and employees of the City by resolution or ordinance; and
WHEREAS Section 2-4.03.1 of the Santa Maria Municipal Code states: “The City Attorney shall receive such compensation and benefits as the Council shall fix from time to time by ordinance or resolution.”
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2 NOW, THEREFORE, in consideration of the promises, terms and conditions contained in this Agreement, City and Employee agree that this Agreement shall supersede and replace the 2019 Employment Agreement upon adoption by City Council Resolution and provide as follows:
A. DUTIES.
City hereby agrees to employ Thomas T. Watson as City Attorney of the City and to perform the duties and functions of that office as specified in the Santa Maria Municipal Code and to perform such other legally permissible duties as the City Council shall from time-to-time assign. Any changes to duties, reduction of salary, benefits or other terms of employment must be mutually agreed upon by both parties.
B. HOURS OF WORK.
It is recognized the Employee must devote a great deal of time outside the normal office hours to business of the City, and to that end Employee has discretion to set his work schedule and determine his work location and will be allowed to take time off as he shall deem appropriate during said normal office hours.
C. TERM.
Employee’s status shall be “at-will” and shall serve at the pleasure of City Council. Nothing in this Agreement or any other existing or future document, not specifically amending this Agreement, shall prevent, limit or otherwise interfere with the right of City to terminate the employment of said Employee at any time and for any reason, or for no reason, subject only to provisions specified in Section F of this Agreement.
This Agreement s hall be effective as of June 28, 2025, and unless otherwise terminated under the Provisions of Section E, shall remain in effect until the Employee resigns from employment or terminated by a super majority of City Council.
Termination by City Attorney. City Attorney may terminate his Agreement at any time or resign from employment with the City, provided City Attorney provides City Council with at least forty -five (45) days’ advanced written notice prior to the effective date of resignation, unless a shorter period is acceptable to City Council.
D. COMPENSATION, BENEFITS, AND ANNUAL PERFORMANCE
EVALUATIONS.
Beginning a t the Effective Date, the employee classification of City Attorney will be removed from the NMAC resolution salary group and from any right to pay or benefits derived from any resolution covering that employee group , and the City shall provide the City Attorney with the following exclusive compensation and benefits:
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3 1. SALARY. The City Attorney’s annual compensation shall be $348,380.00 paid bi - weekly for the term of this Agreement. Except as may otherwise be provided, the City Attorney’s salary, and other compensation provided for in this Agreement, shall be paid in increments in the same manner as for other City employees. Effective with the first full pay period commencing June 28, 2025, the City Attorney’s salary shall be adjusted as set forth in this A greement. The City Attorney’s salary shall not be less than 5% below the City Manager’s salary.
2. MANAGEMENT ADJUSTMENTS. City Attorney shall receive the same percentage salary adjustments as the City may from time to time confer upon the class of employees designated by the City as “Management ,” which will not be less than the increase granted to the employee bargaining units.
3. MERIT INCREASES. The City Council may from time to time grant merit increases to City Attorney’s salary provided above, as follows: If after each evaluation of the City Attorney's performance, as described in this Agreement, the City Council concludes that the C ity Attorney’s performance warrants a compensation adjustment for merit, the City Council may grant a merit compensation increase in an amount determined by the City Council, to be effective on a date determined by the City Council. Such merit compensation adjustments may be granted on one or more occasions during a year and may be in the form of lump sum payments, increases to annual salary or any other compensation and/or benefit form determined by the City Council, but shall be in addition to any adjustments made in accordance with the Management Adjustments described above in Paragraph D 2.
4. DEFERRED COMPENSATION . The City shall provide a nnual contributions to a Section 457 Deferred Compensation Plan equal to 4% of Employee’s salary with contributions distributed equally over the annual bi-weekly payroll cycle.
5. CELL PHONE and EQUIPMENT ALLOWANCE. The City shall provide $135 monthly, distributed equally over the biweekly payroll cycle or as adjusted for Management Employees, whichever is larger.
6. AUTOMOBILE ALLOWANCE. The City shall provide $323.08 bi-weekly distributed over the biweekly payroll cycle or as adjusted for Management Employees, whichever is greater. Auto Allowance is adjusted yearly according to the current policy. The City Attorney shall be responsible for paying all liability, property damage and comprehensive insurance coverage on any vehicle he uses in the performance of his duties as City Attorney as well as all purchase, operation, maintenance and repair costs for such vehicle(s). The City Attorney shall be reimbursed at the IRS standard mileage Attachment E
4 rate for any business use of his vehicle to a location more than fifty (50) miles one way from Santa Maria City Hall, 110 East Cook Str eet, per the City’s Auto Allowance Policy.
7. HEALTH, DENTAL and VISION . The City Attorney shall receive Medical benefits under the California Public Employees’ Retirement System (“CalPERS”) medical program. If the Employee is enrolled in the City’s medical insurance program, the City will contribute the full monthly premium required by CalPERS to his health insurance for him and his spouse. This contribution shall increase when the monthly contribution is increased for all other City employees to reflect the same increase given to other Management employees.
The City will cover Employee’s monthly premiums for dental and vision family plans.
8. VACATION LEAVE. The City Attorney shall accrue vacation leave at a rate of 9.2308 paid hours per pay period of employment (to equal 30 days per year). The City Attorney may accrue up to a maximum of 450 hours of vacation leave, at which point accruals will stop until the leave bank falls below the cap . Vacation leave up to 120 hours per fiscal year may be converted into cash.
9. MANAGEMENT LEAVE. To compensate him for after -hours meetings, Employee shall be granted 120 hours of Management Leave with pay each calendar year (January 1 – December 31). Such Management Leave shall be given over the course of the year at a rate of 4.615 hours per pay period. City Attorney shall be allowed to carry over from year-to-year Management Leave hours up to a maximum 120 hours of Management Leave, at which point leave accruals will cease until the leave bank falls below the cap.
10. SICK LEAVE. Accrual of one day per month with unlimited accrual. Unused sick leave is not paid on separation from employment with the City.
11. PAYMENT FOR ACCRUED BENEFITS . Upon termination of this Agreement and the services of City Attorney thereunder, City shall pay to City Attorney the cash equivalent of all vacation leave then accrued as authorized by the City Council. Such cash equivalent shall be calculated by dividing City Attorneys’ prevailing annual salary by 2080 hours and by multiplying the resulting quotient by the number of hours accrued (but unused) vacation leave and or management leave.
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5 12. HOLIDAYS. Employee shall be entitled to the following holidays and those granted to Management Employees of the City. The holiday will be paid according to Employee’s scheduled hours for the respective holiday.
New Years Day
Martin Luther King Jr.
Presidents Day
Caesar Chavez Day
Memorial Day
Independence Day
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve
Christmas
New Years Eve
13. FRINGE BENEFIT INCREASES. The City’s intent is to provide Employee with fringe benefit levels that are at least equal to, or exceed, the level of benefits provided by the City to Management Employees . Accordingly, at all times during the term of this Agreement, Employee shall receive any fringe benefit increases given by the City to Management Employees pursuant to the City Council adopted resolutions, as they may be amended from time to time, such that Employee’s fringe benefit levels do not fall below City department heads.
14. PERFORMANCE EVALUATIONS. The performance review and evaluation process set forth herein is intended to provide review and feedback to Employee to facilitate more effective management of the City. Nothing herein shall be deemed to alter or change the employment status of Employee, nor shall this be construed as requiring “cause” to terminate this Agreement, or the services of Employee hereafter.
The City Council shall undertake an annual review of the performance of Employee utilizing a process, form, criteria, and format for the evaluation which shall be mutually agreed upon by City and Employee. The process shall, at a minimum, include the opportunity for both parties to: 1. Meet and discuss the evaluation, and 2. Present a written summary of the evaluation results. Any written evaluation should be completed and delivered to the City Attorney within 30 days of the evaluation meeting.
The evaluation should begin in April and shall be completed by the third week in May each year.
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6 15. CIVIC CLUB MEMBERSHIP. The City recognizes the desirability of representation in and before local civic and other organizations, and Employee is authorized to be a member of a local service club, for which the City shall reimburse City Attorney for necessary expenses for dues and meals. The City will not reimburse the Employee for any service club related fines or event costs (i.e. ticket purchases, auction items, etc.).
16. ADDITIONAL BENEFITS.
(a) The City shall contribute the full amount of the premium for Employee for a policy of term life insurance in an amount equal to twice his annual salary.
(b) The City shall contribute the full amount of the premium for Employee for Long- Term Disability.
(c) The City shall contribute the full amount of the premium for Accidental Death and Dismemberment on behalf of Employee.
(d) CALPERS RETIREMENT. Employee is a “ PEPRA” member of CalPERS and shall continue to participate in the two percent (2%) at 62 formula . The City Attorney shall pay employee contributions to CalPERS, as required by CalPERS. The payments will be reported as being those of the Employee and credited to his individual account with CalPERS.
(e) POST EMPLOYMENT HEALTH PLAN . The City will contribute $100 per pay period toward a post-employment health plan for Employee.
(f) The City will pay the cost of any fidelity or other bonds required by law for Employer to perform the role of City Attorney, and costs to defend and indemnify the City Attorney as required by state law.
E. SEVERANCE AND CITY ATTORNEY REMOVAL AFTER ELECTION.
1. SEVERANCE PAY. Should the City elect to terminate this Agreement and the services of Employee hereunder without cause, City Attorney shall be entitled to a severance payment equal to twelve -months (12) months the then-current base salary and health benefits for employee and spouse and for severance pay to be paid in a lump sum payment. This payment shall be conditioned upon Employee e xecuting a release and waiver of all claims in a form approved by the City’s legal representative.
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7 2. REMOVAL AFTER ELECTION . The City Council shall not r emove Employee without cause during or within a 120-day period following : (1) a municipal general election when a new member of the City Council is elected or (2) the appointment of a new member. This is for the City Attorney and new City Council to establish a professional working relationship.
F. TERMINATION.
1. Employee acknowledges and agrees that he is an “at will” employee serving at the pleasure of the City Council and may be terminated without any right of appeal.
2. The City Council may terminate this Agreement upon written notice at any time for “good cause.” For purposes of this Agreement, “good cause” shall include, but is not limited to, any of the following:
(a) A material breach of terms of this Agreement;
(b) Habitual neglect by the employee of his employment duties;
(c) The continued incapacity on the part of the employee to perform his duties;
(d) A failure to perform duties in a professional and responsible manner consistent with generally accepted standards of the profession;
(e) Engaging in personal conduct detrimental or prejudicial to public service;
(f) Causes for discipline as defined in the City Administrative Memo (CAM) regarding Disciplinary Action (CAM 1999-02);
(g) Any crime involving the abuse of his position while employed by the City; and
(h) Any crime against public justice (as set forth in Title 7 of the California Penal Code).
3. “Good cause” shall not mean a mere loss of support or confidence by the City Council.
If the Employee is terminated for cause, he shall not be entitled to severance pay or other compensation as delineated in Sections B and C below, other than the payment of accrued unused vacation leave, and pro-rated management leave time if any.
Attachment E
8 4. The City Council may terminate this Agreement at any time without cause upon sixty (60) calendar days written notice. The City Council may place Employee on paid Administrative Leave at any time during these sixty (60) days upon written notice without cause. Prior to the end of this sixty (60) day period, the Employee will be entitled to be paid the compensation earned by his (i.e. all unused accrued vacation) leave time, as well as his unused pro -rated accrued management leave on the payroll period prior to the eff ective date of termination or said benefits can be paid to the employee on the final payroll and are then subject to the Post Employment Health Plan.
Should the employee decide to be paid all unused compensation (as previously described) prior to the final payroll, all leave accruals will cease in the payroll period.
5. In the event that the Employee is placed on paid Administrative Leave without cause, but the Employee is subsequently convicted of: (1) any crime involving the abuse of his position while employed by the City; and/or (2) any crime against public justice (as set forth in Title 7 of the California Penal Code while employed by the City, Employee shall reimburse the City for the payments received by the Employee from the City while on paid Administrative Leave.
6. At the end of the sixty (60) day period, the Employee’s service will automatically terminate. Upon termination, the Employee shall be entitled to receive the amount set forth in Paragraph E1 conditioned upon Employee executing a release and waiver of all claims in a form approved by the City ’s legal representative. Said severance pay will not be subject to the Post Employment Health Plan.
7. In consideration of the above severance payment, the Employee agrees that he shall not be entitled to any other payment or compensation of any kind from the City (unless otherwise mandated by law) in connection with the termination of his employment. The Employee acknowledges and agrees as an at -will employee that if he is terminated pursuant to the Section, he shall not be entitled to appeal or litigate his termination and shall be conditioned upon Employee executing a release and waiver of all claims in a form approved by the City’s legal representative.
8. In the event that the Employee receives sever ance pay, but the Employee is subsequently convicted of: (1) any crime involving the abuse of his position while employed by the City; and/or (2) any crime against public justice (as set forth in Title 7 of the California Penal Code) while employed by the City, Employee shall reimburse the City for the severance payments received from the City.
9. The Employee may resign from his employment at any time for any reason by providing forty-five (45) days prior written notice to the City Council, which may be Attachment E
9 reduced by the City Council. If the Employee provides such written notice, he shall be entitled to receive, at the termination of his employment, only such accrued unused and other such benefits as may be due and payable under applicable City rules, regulations or polices, and/or under applicable local, State or Federal law. The employee shall not, however, be entitled to any severance pay or other compensation as indicated in Section E as a result of his resignation.
G. PROFESSIONAL DEVELOPMENT.
1. MEMBERSHIP. City Council encourages the Employee’s continued professional development and membership and shall provide payment of appropriate related costs for such activities, including memberships in the California City Management Foundation and International City/County Management Association (ICMA), as well as all expenses for professional legal licenses (State Bar) and mandatory continuing legal education.
2. OUT OF TOWN MEETING AND SEMINARS . City Council agrees to pay and/or reimburse Employee for the actual cost for registration, travel, lodging and meals and other necessary expenses incurred by Employee while attending out-of-town meetings or seminars related to his employment with City. These include the following: ICMA Annual Conference and/or Regional Conference; League of Cities Annual Conference; League of Cities City Attorneys Department Conference and the Public Lawyers conference. To be eligible to receive reimbursement for meals and lodging for out-of-town meetings or seminars, Employee must have budgeted funds available for such. Employe may request per diem for meals which are commensurate with the meeting location including tax and tips. Funds for travel shall be included in the City’s annual budget.
3. LOCAL MEETINGS AND SEMINARS . Cit y agrees to pay and/or reimburse Employee for the actual cost of registration, meals and other expenses necessarily incurred by him while engaged in the business of City upon the presentation of an appropriate receipt therefore. Employee may request per diem for meals which are commensurate with the meeting location including tax and tips.
4. INCIDENTAL EXPENSES. City agrees to reimburse the Employee for the actual cost of those incidental expenses necessarily incurred by him while engaged in the business of City upon the presentation of an appropriate receipt therefore.
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10 H. CITY COUNCIL COMMITMENTS.
1. The City Council sets policy for the governance and administration of the City, and it implements its policies through the City Attorney.
2. Except for the purpose of inquiry, the City Council and its members shall deal with all subordinate City employees, officers, contractors, and consulta nts solely through the City Attorney and neither the City Council nor any member thereof shall give orders to any subordinate of the City Attorney, either publicly or privately.
3. The City Council agrees none of its individual members will order the appointment or removal of any person from any office or employment under the supervision and control of the City Attorney.
4. The City Council agrees that any criticism of a City staff member shall be done privately through the City Attorney.
5. Neither the City Council nor any of its members shall int erfere with the execution of the powers and duties of the City Attorney. The City Attorney shall take orders and instructions from the City Council only when it is sitting as a body in a lawfully held meeting.
I. STATE BAR RULES OF PROFESSIONAL CONDUTCT.
1. The Parties agree that the City Attorney is subject to and shall comply with the State Bar Rules of Professional Conduct.
2. The City Attorney is legally obligated to comply with the State Bar Rules of Professional Conduct.
3. The City Council agrees that neither the City Council nor any of its members will give the City Attorney any order, direction, or request that would require the City Attorney to violate the State Bar Rules of Professional Conduct.
J. INDEMNIFICATION.
1. City shall defend, save harmless, and indemnify Employee against any tort, professional liability claim s 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 Attorney as required by state law . City has the authority without the Employee's consent to compromise and settle any such claim or suit or pay Attachment E
11 the amount of any settlement or judgment rendered thereon, subject to the laws of the State of California.
2. However, with respect to any payments by the City for the Employee's legal defense in any legal proceeding in which the Employee is convicted of: (1) any crime involving the abuse of his position while employed by the City; and/or (2) any crime against public justice (as set forth in Title 7 of the California Penal Code) while employed by the City, Employee shall reimburse the City for any such payments.
K. MODIFICATIONS.
Modifications may only be made to the Agreement if made in writing and signed by both parties.
L. SEVERABILITY.
Any term of this Agreement found to be invalid by a court of competent jurisdiction or made invalid by applicable State or Federal legislation is severable and shall not affect any other provision of the Agreement.
THOMAS T. WATSON
___________________________
City Attorney
CITY OF SANTA MARIA,
A Municipal Corporation
Alice Patino
Mayor
ATTEST:
Donna G. Schwartz, CMC
Chief Deputy City Clerk
APPROVED AS TO FORM:
_______________________________
Risk Manager
_______________________________
Assistant City Attorney
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