1 CITY OF SANTA MONICA
EMPLOYMENT AGREEMENT
This Employment Agreement, entered into as of May 28, 2025 (“Execution Date”), and effective as of July 14, 2025 (“Employment Date”), by and between the City of Santa Monica, a California municipal corporation (the “City”), and Oliver C. Chi (“Employee”), is made with reference to the following:
RECITALS
A. On May 27, 2025, the Santa Monica City Council appointed Employee to the position of City Manager of the City of Santa Monica effective as of July 14, 2025.
B. The City and Employee wish to enter into an agreement setting forth the terms and conditions of Employee’s employment as the City Manager of the City of Santa Monica.
C. The City Council and Employee both prefer that Employee, during his employment as City Manager, live within Santa Monica.
NOW, THEREFORE, City and Employee agree as follows:
TERMS AND CONDITIONS
1. Salary.
1.1 Commencing as of the Employment Date, City agrees to pay Employee an annual base salary of $410,604.00, as established in the City’s Salary Schedule in effect as of that date for the position of City Manager, and payable in installments in the same manner and at the same time as other City employees are paid.
1.2 In July of each year, commencing in July 2026, Employee’s annual base salary shall be automatically adjusted in the same percentage as any salary increase that may be granted to participants in the Executive Pay Plan (“EPP”) for that fiscal year.
2. Performance Evaluations. The City Council will complete formal performance evaluations of Employee’s performance in the position of City Manager as follows: (a) an initial evaluation after completion of the first 6 months of employment; (b) a second evaluation after completion of the first 12 months of employment; and (c) thereafter, an annual evaluation after completion of every 12 months of employment. Prior to the commencement of each annual evaluation period, Employee and the City Council will meet and jointly define goals, performance objectives, and measurable metrics for the evaluation period that they determine appropriate for the attainment of the City Council’s policy objectives and establish the relative priority among the various goals and performance objectives. The goals and performance objectives shall be defined in such a way that they are generally obtainable within time limits established by Employee and the City Council, in accordance with the annual operating and capital budgets and appropriations approved by the City Council. In addition to the annual performance evaluation, Employee may request additional performance evaluations, and the City Council in its discretion may conduct, whether at the request of Employee or on City Council’s own accord, additional performance evaluations. Upon mutual agreement, an annual performance evaluation shall be performed with the assistance of a mutually selected, third-party facilitator.
3. Benefits.
3.1 Except as otherwise provided in this Agreement, Employee shall have those benefits and privileges of employment provided to participants of the Executive Pay Plan, as may be amended from time to time. To the extent that provisions in this Agreement 2 differ from provisions in the Executive Pay Plan, the provisions of this Agreement shall control.
3.2 The accrual, use, and cash-out or payoff of vacation and sick leave shall be as set forth in the Executive Pay Plan, except that, commencing as of the Employment Date: (a) Employee’s vacation accrual rate shall be at the highest level set forth in the Executive Pay Plan; (b) Employee’s sick leave payoff rate shall be in accordance with the schedule set forth for EPP participants with 10 or more years of service; and (c) Employee shall have a starting accrual bank of 21 days of vacation leave and 14 days of sick leave.
3.3 Employee’s retirement benefits pursuant to City’s contract with the California Public Employees’ Retirement System (“CalPERS”) shall be as set forth in Section G.2 of the Executive Pay Plan, that is, the 2%@55 benefit formula. Notwithstanding the foregoing, Employee acknowledges that the CalPERS retirement formula applicable to Employee in the position of City Manager and the appropriate category of CalPERS membership shall be finally determined by CalPERS.
3.4 City shall provide Employee with the use of a City-paid cellular phone and a Cityowned laptop computer for use in conducting City business. Use of the cellular phone and laptop computer shall be in accordance with City policies regarding employee access and use of computer networks and employee access of City telecommunications equipment as set forth in City Administrative Instruction Nos. II4-10 and II-4-11, as may be amended from time to time.
3.5 City shall pay professional dues and subscriptions on behalf of Employee for Employee’s continued participation in, and shall pay travel and meeting expenses consistent with City policies for, attendance at meetings of, national, state, or local associations and organizations relating to municipal government, such as the International City/County Management Association and the League of California Cities, as reasonably necessary to ensure that Employee maintains connections and continued professional growth that will benefit City in Employee’s performance of his job duties as City Manager.
3.6 On July 1 of each year that Employee is employed with the City in the position of City Manager, City shall contribute $15,000 to a deferred compensation plan maintained under Section 457(b) of the Internal Revenue Code of 1986, as amended, on Employee’s behalf.
3.7 City shall pay to Employee an educational incentive in the amount of $230.77 biweekly.
4. Relocation and Temporary Rental Housing Allowance.
4.1 City shall reimburse Employee for moving and relocation expenses up to $5,000, based on Employee’s submission of actual invoices and paid receipts.
4.2 City shall provide Employee with a monthly allowance for temporary rental housing for up to 12 months during the time on and after the Employment Date in which Employee is living in temporary rental housing in Santa Monica (or within 3 miles of the Santa Monica city boundaries, if Employee is not able to obtain temporary rental housing within Santa Monica city limits) before moving into a permanent residence, whether rented or owned, in Santa Monica. The allowance will be up to $5,000 per month, not to exceed $60,000 in total over 12 months, based on Employee’s 3 submission of documentation of the rental amounts. The temporary rental housing allowance shall commence as of the date, on or after the Employment Date, on which Employee begins residing in temporary rental housing in or within 3 miles of Santa Monica, and shall be paid as part of Employee’s regular bi-weekly paycheck, subject to applicable tax withholdings, for each month thereafter in which Employee remains in temporary rental housing, terminating after the earlier of 12 months or the month in which Employee moves into a permanent residence in Santa Monica, whether rented or owned.
5. Home Ownership Option.
5.1 City shall make a home loan available to Employee at a fixed interest rate of 3.50 percent to purchase a home in the City of Santa Monica as Employee’s primary residence.
5.2 The loan shall be made on terms standard for residential real estate loans. The term of the loan shall be no less than 15 years and no more than 30 years. Payment options shall include “interest only” and “principal plus interest.” The loan will be secured by the real estate in the manner customary for residential loans.
5.3 The loan shall not exceed $2 million, and Employee agrees to provide a down payment of at least ten percent of the purchase price of the home.
5.4 Employee shall be responsible for property taxes and insurance. City shall be named as an insured on such insurance.
5.5 Within two years of the date on which Employee’s employment by City in the position of City Manager ends, whether as the result of resignation, termination, separation, or for any other reason, Employee shall buy out the loan from the City by paying off all outstanding principal and interest.
6. Severance Pay and Severance Benefits.
6.1 Employee’s employment with City in the position of City Manager is at-will and 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, without cause, or upon Employee’s separation from employment by mutual agreement documented in writing between City and Employee (a mutually agreed upon form of which is attached to this Agreement as Exhibit A), City shall pay to Employee severance pay in an amount equal to nine months of Employee’s base bi-weekly 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, if: (a) Employee resigns or retires; (b) Employee’s termination from the position of City Manager was the result of good cause as defined below; (c) Employee’s termination was the result of a conviction under Section 6.3 below; or (d) Employee transfers from the position of City Manager to any other position in City employment. 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 the job duties and responsibilities of City Manager, if that failure continues for a period of 30 calendar days from the date of Employee’s receipt 4 of written notice from the City Council specifying the acts or omissions deemed to constitute that failure.
6.2 As of the date on which Employee is no longer employed by City as its City Manager, unless Employee remains employed by City in another position, Employee shall be paid all eligible accrued benefits under this Agreement.
6.3 If Employee is convicted of a crime involving an abuse of his office or position as City Manager, all of the following shall apply: (l) if Employee is provided with administrative leave pay pending an investigation, Employee shall be required to fully reimburse City such amounts paid; (2) if City pays for the criminal legal defense of Employee (which would be in its sole discretion, as it is generally not obligated to pay for a criminal defense), Employee shall be required to fully reimburse City such amounts paid; and (3) any severance pay pursuant to Section 6.1 above that Employee may have already received from City shall be fully reimbursed to City. For purposes of this Section, abuse of office or position means either: (1) an abuse of public authority, including waste, fraud, or violation of the law under color of authority; or (2) a crime against public justice.
7. Exempt Employee. As City Manager, Employee will be an exempt employee under the Fair Labor Standards Act, will work during normal business hours of City, and will devote whatever time is necessary to accomplish the work of his position without eligibility to accrue 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.
8. Notice of Resignation. If Employee decides to resign from employment by City in the position of City Manager, Employee will provide the City Council with at least 60 days’ advance written notice.
9. Duration of Agreement. Following Employee’s commencement of employment as the City Manager on the Employment Date, this Agreement shall continue in full force and effect until terminated by mutual agreement or by either party.
10. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. 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 City and Employee and approved as to form by the City Attorney.
11. 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.
12. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
13. 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.
5 14. 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.
15. 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.
16. Indemnification. To the full extent of the law as provided by the California Government Claims Act (Gov. Code §§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 Employee’s duties on the City’s behalf for the period of Employee’s employment as the City Manager, subject to the limitations of the California Government Claims Act.
17. 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.
18. 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 Oliver C. Chi, Employee
APPROVED AS TO FORM: ATTEST:
___________________________ ___________________________ Douglas Sloan, City Attorney Nikima Newsome, City Clerk Exhibit A
1 SEPARATION AGREEMENT AND RELEASE OF CLAIMS BETWEEN
CITY OF SANTA MONICA AND OLIVER C. CHI
This Separation Agreement and Release of Claims (the Agreement) is made and entered into by and between Oliver C. Chi, his heirs, representatives, attorneys, successors, and assigns (collectively, Employee) and the City of Santa Monica, a municipal corporation, its past and present officers, directors, governing bodies, agents, employees, predecessors, attorneys, divisions, affiliates, representatives, successors in interest, and assigns, and all persons acting by, through, under, or in concert with any of them (collectively, the City). Employee and the City may be referred to individually as Party or collectively as the Parties.
RECITALS
WHEREAS, Employee commenced his employment with the City of Santa Monica as City Manager, an at-will position, on or about July 14, 2025; WHEREAS, Employee serves in the capacity of an at-will employee of the City of Santa Monica, and may be terminated without cause pursuant to that certain Employment Agreement for Employee to serve as City Manager, dated May 28, 2025 (Employment Agreement); WHEREAS, the City has communicated to Employee that it has decided to terminate his employment, without cause, effective ___________ at 5:00 p.m.; WHEREAS, City has offered and Employee has agreed to resign his employment with the City in lieu of termination;
WHEREAS, under the Employment Agreement, if the City Council decides to terminate Employee’s employment without cause, City agrees to (i) enter into this Agreement with Employee which will, subject to qualifications and contingencies specified hereinbelow, provide for severance pay equal to nine months’ salary (Severance Pay); and WHEREAS, under the Employment Agreement, in exchange for and as a condition to receipt of the Severance Pay, Employee must execute a release and waiver, in a form acceptable to the City Attorney, releasing the City from any and all claims associated with Employee’s employment with and termination of employment from the City; this Agreement serves as that form.
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below and for other valuable consideration, receipt of which is hereby acknowledged, it is agreed by and between the Parties as follows:
TERMS OF AGREEMENT
1. Effective Date
This Agreement shall be effective and irrevocable as of the date that it is fully executed by the Parties and upon expiration of the Revocation Period set forth in paragraph 5(d) below (Effective Date).
2 2. Separation and Consideration
City and Employee acknowledge and agree that Employee will voluntarily and irrevocably resign from his employment with the City effective the close of business no later than _____________ (the Separation Date). Within 30 days following the Effective Date, Employee shall receive severance pay in a lump sum cash payment equal to nine months of Employee’s base salary (i.e., the base salary Employee is receiving on the date of the City Council’s action to terminate the Employment Agreement) (Severance Pay) and any accrued leaves to which Employee is entitled. City also agrees to pay Employee’s COBRA premiums for COBRA insurance coverage otherwise available to Employee, until Employee becomes ineligible for COBRA. Except as otherwise specified in this Agreement, and subject to any rights Employee may have to continuation of benefits under state or federal law, all other pay and benefits shall cease upon the termination of Employee’s employment with the City.
3. Employee’s Representations Regarding Claims
Employee represents that there are no known actions at law or administrative proceedings currently pending which relate, reflect, or concern allegations arising out of Employee’s hiring, retention, or compensation by the City, or the termination or resignation of his employment, or based on any act or failure to act by the City affecting, involving, or relating to Employee and his employment with the City.
4. Mutual Release of Claims.
In exchange for the valuable consideration and compromises set forth in this Agreement, each Party does hereby, and for his/its heirs, legal representatives, agents, successors in interest and assigns, irrevocably and unconditionally release, acquit and forever discharge the other Party from any and all claims, actions, causes of action, rights, demands, debts, obligations, damages or accountings of whatever nature (except workers’ compensation claims), whether known or unknown, suspected or unsuspected, actual or potential, which either Party now has, owns or holds, or claims to have, own or hold in any way against the other Party, at common law or under any statute, rule, regulation, order or law, whether federal, state, or local, or on any grounds whatsoever, with respect to any act, omission, event, matter, claim, damage, loss or injury arising out of Employee’s employment with the City. Additionally, each Party expressly waives and relinquishes all claims (except workers’ compensation claims) which he/it does not know of or suspect to exist in his/its favor at the time of executing this release, even if knowledge of such claims would have materially affected either Party’s decision to enter into this Agreement.
The Parties understand and agree that they are waiving any rights each Party has, may have had, or may have to all grievances, disputes or claims (except workers’ compensation claims) of every nature and kind, known or unknown, actual or potential, anticipated or not anticipated, suspected or unsuspected, existing and/or potentially existing against the other Party, as of the Effective Date of this Agreement, to pursue any and all remedies available to him/it under any employment-related cause of action against the other Party, including, without limitation, any claims for discrimination, harassment, or retaliation, claims under the California Fair Employment and Housing Act (Gov. Code, §§12900 et seq.), the California Family Rights Act (Gov. Code, §12945.2), the Unruh and George Civil Rights Acts (Civ. Code, §§51 et seq.), all provisions of the 3 California Labor Code and any wage orders or similar directives or authorities issued by any federal or state authority having enforcement powers, the Constitution of the United States, the Constitution of the State of California, Title VII of the Civil Rights Act of 1964 (42 U.S.C. §§2000e et seq.), the Age Discrimination in Employment Act (29 U.S.C. §§621 et seq.), the Equal Pay Act (29 U.S.C. §206(d)), the Fair Labor Standards Act (29 U.S.C. §§201 et seq.), the Family and Medical Leave Act (29 U.S.C. §§2601 et seq.), the Employment Retirement Income Security Act of 1974 (29 U.S.C. §§1001 et seq.), Sections 1981-88 of Title 42 of the United States Code (42 U.S.C. §§1981 et seq.), the American with Disabilities Act (42 U.S.C. §§12101 et seq.), claims of retaliation or whistleblowing (including but not limited to California Labor Code section 1102.5 et seq. and Government Code section 12653), claims for breach of any type of contract, including written, oral or implied, breach of any covenant, promise or representation pertaining to Employee’s employment or separation from employment, whether express or implied, and all other claims arising in contract, tort or equity or under any other statute, federal, state or local, up to the Effective Date of this Agreement.
5. Specific Acknowledgment of Waiver of Claims Under the ADEA and OWBPA The Age Discrimination in Employment Act of 1967 (ADEA) (29 U.S.C. §§621-634) makes it illegal for an employer to discharge any individual or otherwise discriminate with respect to the nature and privileges of an individual’s employment on the basis that the individual is age 40 or older. The Older Workers Benefit Protection Act (OWBPA) (29 U.S.C. §§626 et seq.) augments the ADEA and prohibits the waiver of any right or claim under the ADEA unless the waiver is knowing and voluntary. By entering into this Agreement, Employee acknowledges that, in exchange for consideration stated herein, he is knowingly and voluntarily waiving and releasing any rights or claims he may have under the ADEA and OWBPA. Employee further acknowledges that he has been advised and understands, pursuant to the provisions of the ADEA and OWBPA, that:
a. This waiver/release is written in a manner understood by Employee. b. Employee is aware of, and has been advised of, his opportunity to be advised by a representative or legal counsel of his own choosing, of his rights under the ADEA and OWBPA and the legal significance of his waiver of any possible claims he currently may have under the ADEA, OWBPA, or similar age discrimination laws. c. Employee is entitled to 21 days within which to review and consider this Agreement, and the waiver and release of any rights he may have under the ADEA, OWBPA, or similar age discrimination laws.
d. Employee has seven calendar days following his execution of this Agreement to revoke it (the Revocation Period). If Employee desires to revoke the Agreement, he must give express and actual written notice to the Mayor of the City. During the Revocation Period, Employee shall remain on administrative leave from the City, and shall receive all pay and benefits, including health care and Public Employee Retirement System service credit. If Employee revokes this Agreement pursuant to this paragraph, this Agreement shall be void and ineffective.
4 e. The waivers and releases set forth in this Agreement shall not apply to any rights or claims that may arise after the Effective Date of this Agreement. f. Employee has had an opportunity to discuss this waiver and release with, and to be advised with respect thereto, by an attorney of his choice, and that he does not need any additional time within which to review and consider this Agreement.
6. Mutual Release of Claims Under California Civil Code Section 1542 The Parties each further understand and agree as follows:
a. That there is a risk that subsequent to the Effective Date of this Agreement, Employee and/or the City may incur or suffer loss, damages, or injuries which may in some way be caused by an act or omission of the Employee and/or the City, but which are unknown, unsuspected, and unanticipated based upon or related to Employee’s recruitment, hiring, employment, and termination, and that each Party represents and warrants that he/it is not aware of any such circumstance now; b. That each Party assumes the above-mentioned risks and understands that the General Release contained in this Agreement shall apply to all unknown, unsuspected, or unanticipated results of the acts or omissions of both the City and Employee, specifically including, but not limited to, the recruitment, hiring, employment, and termination or resignation of Employee, as well as those known, suspected and anticipated, and upon the advice of legal counsel, each Party hereby waives any and all rights under California Civil Code section 1542 (Section 1542), which section has been duly explained to each Party, and reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR
HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Each Party understands and acknowledges that the significance and consequence of this waiver of Section 1542 is that, even if he/it should eventually suffer or discover additional damages arising out of the matters which gave rise to claim(s) against the other, he/it will not be permitted to make any claim for those damages. Furthermore, each Party acknowledges that he/it intends these consequences even as to claims that may exist as of the date of this release but which he/it does not know exist, and which, if known, would materially affect his/its decision to execute this release, regardless of whether his/its lack of knowledge is the result of ignorance, oversight, error, negligence, or any other cause.
7. No Admission of Liability
This Agreement is not and shall not in any way be construed as an admission of any wrongdoing, omission, or liability on the part of either Party, individually, or collectively. The City and Employee specifically disclaim any liability to, or wrongful acts against, each other. 5 8. Mutual Non-Disparagement
Employee agrees that he shall not issue any communications, written, verbal, electronic, or otherwise that disparages, denigrates, criticizes, or otherwise reflects adversely on the City, or on the services, policies, business practices, employees, executives, officers, or City Council members of the City, in any medium or to any person without limitation in time, or which encourages any adverse action against the City to the fullest extent permitted by law. City agrees that its City Council members, the City Attorney, any Assistant City Manager of the City, and any employee in the position of Department Head or above, shall not issue any communications, written, verbal, electronic, or otherwise that disparages, denigrates, criticizes, or otherwise reflects adversely on Employee, or on his services and professional reputation, in any medium or to any person without limitation in time, or which encourages any adverse action against Employee to the fullest extent permitted by law. Nothing in this Agreement prevents the Parties from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that either Party has reason to believe is unlawful.
9. Return of Property
Employee shall immediately return to the City, by no later than the Effective Date, all City property in his possession or subject to his control, including without limitation any identification cards, keys, credit cards, cellular telephones, computer and other electronic devices, files, and documents (including all copies thereof). Employee will recover his personal property from the City. Employee agrees that after the Separation Date, Employee will not enter upon non-public areas of City property without prior written permission of a duly authorized representative of City.
10. No Precedent
The Parties specifically acknowledge and agree that this Agreement is a compromise based on the specific facts and circumstances under which it is entered into, and that neither Party shall consider this Agreement evidence of a practice or past practice of the City or a precedent in the future.
11. Construction of the Agreement
Each Party has cooperated in the drafting and preparation of the Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against any Party on the basis that the Party was the drafter.
12. Acknowledgment of Voluntary Execution
Both Parties have carefully read this Agreement and understand the contents. Both the City and Employee have been afforded the opportunity to consult with their own counsel regarding this matter and have in-fact consulted with attorneys of their own choosing. Employee freely, knowingly, and voluntarily enters into this Agreement without any duress or undue influence on the part of any person released by this Agreement, or by any third party. Employee warrants and represents that he has the mental and emotional capacity to understand the provisions of this Agreement and its effects upon his legal rights.
6 13. Partial Invalidity
If any term of this Agreement is found to be illegal, invalid, or unenforceable, such provision, if possible, shall be construed so as to render the provision legal, valid, and enforceable.
If such provision affects a financial term, the Parties shall negotiate a new term that substantially approximates the value of the illegal, invalid, or unenforceable provision. If any provision cannot be amended or construed to be legal, valid, and enforceable, such provision shall be deemed deleted and the remainder of this Agreement shall remain in full force and effect.
14. Entire Agreement
This Agreement sets forth the entire agreement between the Parties and supersedes any and all prior agreements or understandings, written or oral, between the Parties pertaining to the subject matter hereof. No other promises or agreements shall be binding upon the Parties with respect to the subject matter of this Agreement unless contained herein or separately agreed to in writing by the Parties. This Agreement may not be modified except by a writing signed by Employee and a duly authorized representative of the City. This Agreement shall be binding on each of the Parties and heirs, estates, administrators, representatives, executors, successors, and assigns, and shall inure to the benefit of each of the Parties and of the Released Parties, and to their heirs, estates, administrators, representatives, executors, successors, and assigns.
15. Applicable Law
This Agreement shall be governed by the laws of the State of California, and shall in all respects, be interpreted and enforced under the laws of California. If litigation arises out of or is connected with this Agreement, it shall be instituted and maintained in the courts of Los Angeles County in the State of California or in the United States District Court, Central District of California, and the Parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.
16. No Assignment
Employee warrants that he has not assigned, transferred, nor purported to assign or transfer, any claim(s) he may have against the City, and he will not assign or transfer, nor purport to assign or transfer, any claim(s) he may have against the City. The City warrants that it has not assigned, transferred, nor purported to assign or transfer any claim(s) it may have against Employee and that it will not assign nor purport to assign or transfer hereafter any claim(s) it may have against Employee.
17. Waiver
Waiver by either party of any default, breach, or condition precedent of any term or provision of this Agreement shall not be construed as a waiver of any other preceding, concurrent, or succeeding default, breach, or condition precedent or any other right hereunder.
18. Section Headings
The section and paragraph headings contained in this Agreement are for references purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 7 19. Execution in Counterparts
This Agreement may be executed in counterparts with the same effect as if both Parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single agreement. Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the Parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).
20. Attorney’s Fees and Costs
Each Party shall bear its/his own costs, expenses and attorneys’ fees incurred in connection with this Agreement, or in connection with any other claims made, investigated, litigated or otherwise pursued by either Party against the other in any forum (civil, criminal, administrative or quasi-administrative), and each Party expressly waives any claim for recovery of any such costs, expenses or attorneys’ fees from the other Party. Attorneys/Representatives for the Parties do likewise expressly waive any claim for recovery of costs, expenses and attorney’s fees from the other Party(ies).
In witness whereof, this Agreement was executed on the day and year first written above.
CITY OF SANTA MONICA,
a municipal corporation
By:
___________________________ ___________________________ _________________, Mayor Oliver C. Chi, Employee
APPROVED AS TO FORM:
ATTEST:
___________________________ ___________________________ _________________, City Attorney _________________, City Clerk