CITY OF SANTA MONICA
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement, entered into as of _________________, 2025 (“Execution Date”), by and between the City of Santa Monica, a California municipal corporation (the “City”), and Douglas Sloan (“Sloan” or “Employee”), is made with reference to the following.
RECITALS
A. On May 10, 2022, the Santa Monica City Council appointed Sloan to the position of City Attorney of the City of Santa Monica effective as of June 6, 2022 (“Employment Date”).
B. On or about May 11, 2022, the City and Sloan entered into an Employment Agreement setting forth the terms and conditions of Sloan’s employment as the City Attorney of the City as of the Employment Date, including a preference by both parties that during Sloan’s employment as the City Attorney, Sloan live within the City of Santa Monica (“Original Agreement”).
C. In approximately March 2024, the City and Sloan entered into a First Modification of Employment Agreement (“First Modification”) to increase Sloan’s salary, in order to maintain appropriate internal alignment between the salary of the City Attorney and the salary of other City officials.
D. The City and Sloan wish to enter this Amended and Restated Employment Agreement to provide Sloan with additional non-cashable leave on a one-time basis, and to consolidate all terms and conditions of Sloan’s employment into one document.
NOW, THEREFORE, the City and Sloan agree as follows.
TERMS AND CONDITIONS
1. Salary. Commencing as of June 6, 2022, the City agreed to pay Employee a base annual salary in the amount of $320,136, payable in installments in the same manner and at the same time as other City employees are paid. Commencing as of March 10, 2024, the City agreed to pay Employee an annual base salary of $380,004, payable in installments in the same manner and at the same time as other City employees are paid.
In July of each year, Employee’s pay scale shall be automatically adjusted in the same percentage as any general salary increase that may be granted to participants of the Executive Pay Plan, with the base salary adjusted accordingly (currently $387,604.08).
2. Performance Evaluations. The City Council will complete formal performance evaluations of Employee’s performance in the position of City Attorney as follows. (a) initial evaluation after completion of first 6 months of employment; (b) second evaluation after completion of first 12 months of employment; (c) thereafter, an annual evaluation after completion of every 12 months of employment.
3. Other Terms of Employment.
3.1 Duration of Agreement. The parties acknowledge and agree that the terms and conditions of this Agreement apply to the complete term of Employee’s continuous performance of job duties in the position of City Attorney, provided as of the Employment Date and prior to the execution of this Agreement. This Agreement shall continue in full force and effect for a period of five years until June 6, 2027 (the “Initial Term”), or such earlier date on which Employee, pursuant to the terms of this Agreement, is no longer employed by City as its City Attorney, whether as the result of resignation, termination, separation, or any other reason.
On June 7, 2027, and on each succeeding June 7 while this Agreement is in effect, the Initial Term, and any subsequent term resulting from extension of this Agreement, shall be automatically extended for successive periods of one year.
3.2 Termination of Employment. The City Attorney position is an at-will position, subject to termination by the City Council at any time. Upon resignation, Employee agrees to provide a 90-day written notice. Upon the termination of Employee’s employment with the City Attorney’s Office, the City will pay Employee all accrued benefits under this Agreement consistent with the provisions of the Executive Pay Plan and any applicable law.
3.3 Severance. The position of City Attorney may be terminated at the discretion of the City Council in accordance with the procedures set forth in City Charter Section 700. In the event of such a termination of Employee’s employment, or upon Employee’s separation from employment by mutual agreement documented in writing between the City and Employee, the City shall pay to Employee severance pay in an amount equal to 9 months of Employee’s base biweekly salary, such payment to be made within 30 days of Employee’s termination or separation from employment. Severance pay shall not be required pursuant to this paragraph, and Employee shall not be entitled to any severance pay only if:
(a) Employee resigns or retires; (b) the termination of Employee from the position of City Attorney was the result of good cause as defined below; or (c) Employee moves from employment by the City in the position as City Attorney to employment by the City in any other position. For purposes of this Agreement, good cause is defined only as follows. (1) conviction of Employee, whether by verdict or plea of guilty or nolo contendere, of any crime of moral turpitude; (2) willful misconduct by Employee; or (3) proven failure of Employee to observe or perform any of his duties and obligations as City Attorney, if that failure continues for a period of 30 calendar days from the date of Employee’s receipt of written notice from the City Council specifying the acts or omissions deemed to constitute that failure.
3.4 CalPERS Retirement. California Public Employees’ Retirement System (CalPERS) retirement formula is based on appointment date and membership status with CalPERS. The City does not participate in Social Security but does participate in Medicare, which requires a 1.45% contribution by both the employee and the City.
4. City-Paid Health Insurance. The City pays 92% of the medical insurance premium for employee and eligible dependents. Employee contributes 8% towards the premium. The City pays 100% of premiums for dental and vision plans and Employee Assistance Program for employee and eligible dependents. Employees who elect cashin-lieu of medical coverage, are entitled to a bi-weekly taxable payment in the amount of $69.23 ($1800/annually).
5. Retiree Medical. The City contributes into a retiree medical trust ($176.56 per month as of January 2022). Upon eligibility, the City pays for the retiree’s (employees only) medical insurance up to age 70, as provided in the Executive Pay Plan (EPP).
6. Long-Term Disability (LTD) Insurance. The City pays the premium for LTD coverage.
7. Supplemental Retirement Plans. A 457 plan is available for voluntary participation. A 401(a) plan is also provided and there is a $625/month employee contribution with a one-time option to opt-out of the plan. The City contributes $190/month to the 401(a) plan.
8. Holiday/Vacation/Sick Leave.
14 holidays, includes 2 floating holidays, one of which can be cashed out at the end of the fiscal year.
21 vacation days/year, which accrues at 1.75 days per month. This is a higher accrual rate based on Employee’s years of service in the public sector. Following completion of the first six calendar months of service, Employee will receive 48 hours of vacation in Employee’s account. Thereafter, Employee will accrue 14 hours of vacation per month.
A bank of 40 hours of vacation leave will be available immediately as of the Employment Date.
One sick leave day per month. Sick leave accrued but not used in a fiscal year can be cashed out at the end of the fiscal year based on the formula outlined in the Executive Pay Plan. A bank of 40 hours of sick time will be available immediately as of the Employment Date.
9. Term Life Insurance. City-paid term life insurance coverage of two times Employee’s base salary, rounded to the next $1,000, not to exceed $500,000.
10. Management Leave Days. Employee will receive three days of non-cashable leave and one day of cashable leave July 1st of each fiscal year. The non-cashable days must be taken by the end of the fiscal year and cannot be carried over to the following year. The cashable day must be used by or cashed out at the end of the fiscal year.
11. One-Time Non-Cashable Leave. On July 1, 2025, Employee shall receive an additional 40 hours of non-cashable leave on a one-time basis for Fiscal Year 2025-2026.
Employee shall not be compensated for any unused non-cashable leave hours at the end of said fiscal year. Any unused non-cashable leave hours shall be forfeited at the end of the fiscal year.
12. Tuition Reimbursement. Participants of the Executive Pay Plan are reimbursed for tuition and required study materials for career improvement or job enhancement courses approved by the Mayor up to $2,000/annually. Professional dues, memberships, and continuing education are considered within the City Attorney’s Office department budget.
13. Relocation Costs. The City shall reimburse Employee for moving expenses (up to $20,000 based on actual invoices). Employee must obtain three bids for moving services, provide those bids to the Mayor, confer with the Mayor to arrive at a mutually agreed on selection of moving services, and provide to the City receipts for the payment of moving expenses.
14. Temporary Rental Assistance. City shall provide $3,000 per month for a maximum of seven months for temporary rental housing allowance during the time on and after the Employment Date in which Employee is living in temporary rental housing in Santa Monica (or as close to Santa Monica as possible if Employee is not able to obtain temporary rental housing within Santa Monica) prior to moving into a permanent residence, whether rented or owned, in Santa Monica, or as close as possible to Santa Monica.
15. Executive Pay Plan. Employee will receive any other benefits provided under the terms of the Executive Pay Plan, which covers department head positions, as may be amended from time to time. To the extent provisions in this Agreement differ from provisions in the Executive Pay Plan, the provisions of this Agreement shall control.
16. Exempt Employee. As City Attorney, Employee is an exempt employee under the Fair Labor Standards Act, works during normal business hours of the City, and is required to devote whatever time is necessary to accomplish the work of the City Attorney position without eligibility to accrue additional compensatory time or to be paid overtime compensation. As a result, Employee will not have to account for his work time on an hourly basis and will only need to account for each full day of absence that occurs on a regularly scheduled workday.
17. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties, and replaces and supersedes all previous employment agreements between the City and Sloan. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by the City and Employee.
18. No Presumption Against Any Party. This Agreement is the product of the efforts of all parties, and the terms of this Agreement shall not be construed or interpreted for or against any party solely on the grounds that the party proposed or drafted a particular clause.
19. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
20. Venue and Jurisdiction. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.
21. Severability. If any part, term, or provision of this Agreement is declared or determined by a court to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining parts, terms, or provisions of this Agreement shall not be affected thereby, and the illegal, invalid, or unenforceable part, term, or provision shall either be deemed modified in such manner as to render such part, term, or provision legal, valid, and enforceable to the fullest extent permitted by law or shall be deemed not to be a part of this Agreement.
22. Waiver of Breach. A non-breaching party may waive the breach of any provision of this Agreement only by executing a writing. Waiver of any breach shall not be deemed to be a waiver of any other breach of the same or any other provision of this Agreement.
23. Indemnification. To the full extent of the law as provided by the California Government Claims Act (formerly the California Torts Claims Act (Government Code Section 810, et seq.)), City shall defend and indemnify Employee against any claim or action filed against Employee for injury or loss arising out of an act or omission occurring with the scope of the Employee’s duties on the City’s behalf for the period of Employee’s employment, subject to the limitation of the California Government Claims Act.
24. Electronic Signatures. Each party agrees that the transaction consisting of this Agreement may be conducted by electronic means. Each party agrees and acknowledges that it is such party’s intent, that if such party signs this Agreement using an electronic signature, it is signing, adopting, and accepting this Agreement and that signing this Agreement using an electronic signature is the legal equivalent of having placed its handwritten signature on this Agreement on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this Agreement in a usable format.
25. Counterparts. This Agreement may be executed simultaneously or in any number of counterparts, including both counterparts that are executed manually on paper and counterparts that are in the form of electronic records and are executed electronically, whether digital or encrypted, each of which shall be deemed an original and together shall constitute one and the same instrument.
In witness whereof, this Agreement was executed on the day and year first written above.
CITY OF SANTA MONICA,
a municipal corporation
By:
Lana Negrete, Mayor Douglas T. Sloan, Employee
APPROVED AS TO FORM: ATTEST:
Susan Cola, Assistant City Attorney Nikima Newsome, City Clerk