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2021-46 RESOLUTION NO. 2021-46 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GRAND TERRACE APPOINTING KONRAD BOLOWICH AS CITY MANAGER AND APPROVING A CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN THE CITY OF GRAND TERRACE AND KONRAD BOLOWICH WHEREAS, Grand Terrace Municipal Code Section 2.08.010 creates and establishes the office of the City Manager and provides that the City Manager shall be appointed by the City Council wholly on the basis of his administrative and executive ability and qualifications and shall hold office for and during the pleasure of the City Council; and WHEREAS, the permanent City Manager position in the City of Grand Terrace has been vacant, and the City Council has been actively recruiting for the position; and WHEREAS, as a result of this active search and recruitment, the City has identified Konrad Bolowich, who possesses the experience, qualifications, knowledge, skills and abilities to serve as the permanent City Manager; and WHEREAS, the City Council now desires to hire Mr. Bolowich as the permanent City Manager; and WHEREAS, per Government Code Section 36506, the City Council shall fix the compensation of all appointive officers and employees by resolution. Such officers and employees shall hold office at the pleasure of the City Council; and WHEREAS, the City Manager shall receive such salary and benefits as set forth in an employment agreement between the City Council and City Manager which shall be approved by this resolution. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Grand Terrace, as follows: Section 1. The Recitals set forth above are true and correct and are incorporated into this Resolution by this reference. Section 2. Konrad Bolowich is hereby appointed as the City Manager of the City of Grand Terrace, beginning January 3, 2022 and in that position, is further appointed, and shall serve, as the Executive Director of other City-related legal entities, such as the Successor Agency, Housing Authority, and Public Financing Authority. Section 3. The City Manager Employment Agreement between the City of Grand Terrace and Konrad Bolowich, a copy of which is attached hereto as an attachment, is approved. Section 4. The Mayor is authorized to execute the City Manager Employment Agreement on behalf of the City subject to City Attorney approval as to form. CC Reso No. 2021-46 Page 1 of 2 December 14, 2021 Section 5. This Resolution shall immediately take effect upon passage. PASSED, APPROVED and ORDERED by the City Council of the City of Grand Terrace, California at a regular meeting held on 14th day of December, 2021. Da Mc aboe rMay ATTEST: ebra Thomas City Clerk APPROVED AS TO FORM: a"/ l e Z"'/� Adrian R. Guerra City Attorney CC Reso No.202146 Page 2 of 2 December 14, 2021 CITY OF GRAND TERRACE CITY MANAGER EMPLOYMENT AGREEMENT This CITY MANAGER EMPLOYMENT AGREEMENT ("Agreement") is entered into and made effective the 14th day of December, by and between the CITY OF GRAND TERRACE, a general law city and municipal corporation ("City") and KONRAD BOLOWICH, an individual ("Employee"). RECITALS WHEREAS, it is the desire of the City Council of the City of Grand Terrace (hereinafter the "City Council") to employ an individual to serve in the position of City Manager, which position is prescribed by state law and the City's Municipal Code; and WHEREAS, California Government Code Section 34852 provides that an ordinance establishing a city manager form of government shall define the powers and duties of the city manager; and WHEREAS, the powers and duties of the city manager of the City are set forth in Grand Terrace Municipal Code("GTMC") §§ 2.08.050 through 2.08.170; and WHEREAS, based on Employee's executive and administrative qualifications and ability, the City Council desires to employ Employee to serve as the city manager for the City; and WHEREAS, Employee desires to perform and assume responsibility for the provision of city manager services to the City; and WHEREAS, the parties wish to establish the terms and conditions of Employee's provision of city manager professional services to the City through this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein,the City and Employee hereby agree as follows: AGREEMENT 1.0 EMPLOYMENT & DUTIES 1.1 Duties. City hereby employs Employee as city manager for the City to perform the functions and duties of the city manager, as specified in the job description attached hereto as Exhibit "A," the City's Municipal Code, and in the Government Code of the State of California, and to perform such other legally permissible and proper duties and functions as the City Council shall, from time-to-time, direct or assign. Employee shall devote his best efforts and full-time attention to performance of these duties. 01247.0004/752487.8 1.2 Work Schedule. Employee is expected to engage in the hours of work that are necessary to fulfill the obligations of the position, must be available at all times, and must devote a great deal of time outside the normal office hours to the business of the City. Employee acknowledges that proper performance of the duties of city manager will require Employee to generally observe normal business hours, as set by the City and may be duly revised from time-to-time (currently 8:00 a.m. to 5:00 p.m., Monday through Friday), and will also often require the performance of necessary services outside of normal business hours. Employee's compensation (whether salary or benefits or other allowances) is not based on hours worked, and Employee shall not be entitled to any compensation for overtime. 1.3 Other Activities. Employee shall focus his professional time, ability, and attention to City business during the term of this Agreement. Employee shall not engage, without the express prior written consent of the City Council, in any other business duties or pursuits whatsoever, or directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for compensation or otherwise, that is or may be competitive with the City, that might cause a conflict-of-interest with the City, or that otherwise might interfere with the business or operation of the City or the satisfactory performance of the functions and duties of city manager. 1.4 At-Will Employment Status. Upon appointment to the city manager position, Employee shall serve at the will and pleasure of the City Council and understands that he shall be an"at-will" employee without recourse to bumping or other demotion rights and shall be subject to summary dismissal without any right of notice or hearing except as expressly provided in this Agreement, including any so-called due process pre-disciplinary "Skelly" hearing. The City may terminate Employee at any time in accordance with Section 3.4 below. 1.5 City Documents. All data, studies, reports and other documents prepared by Employee while performing his duties during the term of this Agreement shall be furnished to and become the property of the City, without restriction or limitation on their use. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other materials either created by or provided to Employee in connection with the performance of this Agreement shall be held confidential by Employee to the extent permitted by applicable law, except as may be required by any governmental agency or court of competent jurisdiction. Such materials shall not be used by Employee, without the prior written consent of the City Council, for any purposes other than the performance of his duties. Additionally, no such materials may be disclosed to any person or entity not connected with the performance of services under this Agreement, except as required by(a) law, (b) any governmental agency, (c) subpoena, or(d) an order issued by a court of competent jurisdiction. 1.6 Exclusion from Competitive Service. Employee understands, acknowledges and agrees that he is exempt from the City's personnel system pursuant to GTMC §2.24.020(B). 1.7 FLSA Exempt Status. Employee agrees that his position is that of an exempt employee for the purposes of the Fair Labor Standards Act("FLSA"). 2 01247.0004/752487.8 2.0 COMPENSATION AND REIMBURSEMENT 2.1 Compensation. For the services rendered pursuant to this Agreement, Employee's initial base compensation shall be Two Hundred Eleven Thousand Two Hundred Dollars and No Cents ($211,200.00) annually("Salary"), which shall be paid on a pro-rated basis bi-weekly at the same time as other employees of the City are paid. Such Salary shall be adjusted for payroll taxes, workers' compensation, and other payroll-related liability costs as determined by the City. The City shall not reduce Employee's Salary,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. 2.2 Salary Review and Adjustment. The City Council and Employee agree to conduct an initial salary review in or prior to June 2022 concurrently with the performance evaluation set forth in Section 5.2. For the June 2022 salary review, in the event Employee has achieved the goals established for him by the City Council as determined by the City Council in its discretion, then Employee will be provided up to a four percent (4%) base salary adjustment to be effective July 1,2022 (up to a new base salary of$219,648.00). The City Council and Employee further agree to conduct a salary review in or prior to June 2023 concurrently with the performance evaluation set forth in Section 5.2. For the June 2023 salary review, in the event Employee has achieved the goals established for him by the City Council as determined by the City Council in its discretion, then Employee will be provided up to a three percent (3%) base salary adjustment to be effective July 1, 2023 (up to a new base salary of $226,237.44). Any further adjustments in the base salary and/or benefits following Employee's annual performance evaluations shall be at the sole discretion of the City Council. 3.0 TERM 3.1 Commencement & Effective Date. Employee shall commence his services hereunder at 12:01 a.m. Pacific daylight savings time on January 3, 2022 ("Effective Date"). 3.2 Term. This Agreement shall remain in effect for three(3)years from the Effective Date specified in Section 3.1, i.e. until January 2, 2025. 3.3 Termination by Employee. Employee may terminate this Agreement at any time, provided Employee provides the City Council with at least thirty (30) days' advance written notice prior to the effective date of termination, unless a shorter period is acceptable to Council. In the event Employee terminates this Agreement, Employee expressly agrees that he shall not be entitled to any severance pay. 3.4 Termination by Cily. The City Council may terminate this Agreement at any time with or without cause, by providing written notice of the reasons(s) as provided in (a) and (b)below. The City Council's right to terminate Employee pursuant to this Section 3.4 shall not be subject to or in any way limited by the City's Personnel Rules or past City practices related to the employment, discipline or termination of the City's employees. Nothing herein, however, shall be construed to create a property interest, where one does not exist by rule of law, 3 01247.0004/752487.8 in the position of city manager. Upon appointment to the city manager position, Employee remains an at-will employee serving at the pleasure of the City Council. (a) Termination by City for Cause. The City may terminate this Agreement for cause at any time by providing Employee with five (5) business days' written notice of the termination for cause and the facts and grounds constituting such cause. In such event, City shall, if desired Employee, afford Employee a public name-clearing hearing before Council. Request for a name clearing hearing shall be made to the City Clerk within seven (7) days of Employee's receipt of notice of termination. For purposes of this Agreement, the term "cause" shall be defined to include any misconduct materially related to performance of official duties, including but not be limited to any of the following: (1) breach of this Agreement; (2) violation of the City's Municipal Code, Ordinances, Rules, and Regulations, including but not limited to the City's Personnel Rules; (3) willful or persistent material breach or neglect of duties; (4) resume fraud or other acts of material dishonesty; (5) insubordination (which shall be defined as a repeated failure to carry out a directive or directives of Council made by Council as a body); (6) corrupt or willful misconduct in office; (7) conviction of a misdemeanor involving moral turpitude (i.e., offenses contrary to justice, honesty, or morality) or conviction of a felony under California law; (8) willful destruction or misuse of City property; (9)habitual intoxication while on duty, whether by alcohol, prescription or non-prescription drugs, and in the case of prescription drugs, where they are being used in a manner not authorized by Employee's treating physician; (10) use or possession of illegal drugs; (11) inexcusable absence without an authorized leave of absence; (12) willful political activity involving the support of candidates for Council; (13) theft or attempted theft; (14) financial mismanagement; (15) willful violation of Federal, State or City discrimination and harassment laws concerning either members of the general public or City's employee(s) while acting in the course and scope of employment and/or while on City premises or time; (16) willful and unlawful retaliation against any City officer or employee or member of the general public who in good faith reports, discloses, divulges or otherwise brings to the attention of any appropriate authority any facts or information relative to actual or suspected violations of any law occurring on the job or related directly thereto; (17) willful violation of any conflict of interest or incompatibility of office laws; (18) engaging in conduct tending to bring embarrassment or disrepute to City; (19) any illegal or unethical act involving personal gain; (20) "abuse of office or position" as defined in Government Code §53243.4 (i.e., waste, fraud, and violation of the law under color of authority and crimes against public justice, including crimes involving bribery and corruption); or(21) any similar cause. For any of the foregoing, the City may, in its discretion, place Employee on paid or unpaid administrative leave until resolution. If the City terminates for cause this Agreement and the services of Employee hereunder, then the City shall have no obligation to pay severance. (b) Termination by City Council Without Cause. By providing Employee at least thirty (30) calendar days prior written notice thereof, the City Council may terminate Employee without cause, including based upon management reasons. In the event Employee is terminated without cause, Employee expressly agrees that he shall not be entitled to any severance pay as the result of the termination of this Agreement except as provided in Section 4.1 below. 3.5 Waiver of Certain Discipline and Termination Rights. Employee expressly waives any rights afforded under City's personnel system or policies, Personnel Rules, 4 01247.0004/752487.8 and any rights afforded to Employee under the Grand Terrace Municipal Code (including Sections 2.08.210 through 2.08.270) or under State or Federal law, including Government Code §§ 54950 et seq. ("Brown Act"), to any form of pre- or post- discipline or termination hearing, appeal, or other administrative process pertaining to discipline or termination, except those rights Employee may have under the California or United States constitutions to a name-clearing hearing. Such rights waived under this Section 3.5 include the right under the Brown Act (Government Code §54957(b)) to have complaints or charges against an employee heard in a public session upon Employee's request. 3.6 Limitation on Termination Following Election. Employee shall not be removed from office, other than for cause as defined in Section 3.4(a) above, during or within a period of ninety (90) days next succeeding any general municipal election held in the City at which election a member of the City Council is elected or when a new City Councilmember is appointed. 4.0 SEVERANCE 4.1 Severance Pay. Notwithstanding GTMC §2.08.040(C), if the Council terminates Employee without cause and Employee does not challenge such termination, including but not limited to by means of appeal or civil or administrative claim, then City shall pay to Employee severance in an amount equal to his monthly base salary (as defined in Section 2 above, calculated on a per diem basis) then in effect multiplied by six (6), less applicable deductions and excluding deferred compensation or the value of any other benefits. In addition, the City shall extend to Employee the right to continue health insurance as may be required by and pursuant to the terms and conditions of the Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA"). As permitted by Government Code § 53261, City agrees to pay Employee's COBRA coverage for one (1) month or until Employee finds other employment, whichever occurs first. Notwithstanding the foregoing, Government Code Section 53260 provides that all contracts of employment with a city must include a provision limiting the maximum cash settlement for the termination of the contract to the monthly salary (excluding benefits) multiplied by the number of months left on the unexpired term,but not more than 18 months if the unexpired term exceeds 18 months. Accordingly, should such proposed severance payment exceed the amount authorized to be paid under Government Code Section 53260, then the amount paid to Employee shall be reduced in the amount necessary to comply with such statute. (For example, if termination occurs with two (2) months left in the term, severance would be equal to the monthly base salary multiplied by two (2)rather than the six(6)months provided in this Section.) 4.2 No Severance Pay if Termination for Cause or Initiated by Employee. As provided in Section 3.4(a), should Employee be terminated for cause, the City shall have no obligation to pay the severance provided for in Section 4.1 above. As provided in Section 3.3, should Employee initiate termination of this Agreement, the City shall have no obligation to pay the severance provided for in Section 4.1 above. 4.3 Sole Rights. The severance rights provided in this Section 4.0 shall constitute the sole and only entitlement of Employee with respect to severance pay in the event 5 01247.0004/752487.8 of the termination, other than for cause. Employee expressly waives any and all other rights with respect to severance pay except as provided herein. Any and all severance rights are conditioned upon and in consideration for execution of the standard "Agreement of Separation, Severance, and General Release" attached hereto in form only as Exhibit"C." 5.0 PERFORMANCE EVALUATIONS 5.1 Purpose. The performance review and evaluation process set forth herein is intended to provide review and feedback to Employee so as to facilitate a more effective management of the City. Nothing herein shall be deemed to alter or change the employment status of Employee (as set forth in Section 1.4 above), nor shall this Section 5.0 be construed as requiring "cause" to terminate this Agreement, or the services of Employee hereunder. 5.2 Annual Evaluation. The City Council shall conduct an initial performance evaluation in or prior to June 2022 to review and evaluate the performance of Employee. The City Council shall conduct another performance evaluation in or prior to June 2023 to review and evaluate the performance of Employee. Thereafter, the City Council shall review and evaluate the performance of Employee annually in or prior to June of each year. In addition, Employee shall submit for the City Council's consideration, no later than June 1 of each year of the term of this Agreement, Employee's proposed annual performance goals and objectives and incorporate the City Council's suggestions. 5.3 Written Summary. The City Council may, at its sole discretion, elect to provide a written summary of each performance evaluation to Employee within two (2) weeks following the conclusion of the review and evaluation process, and may, at its discretion, schedule at least one (1) closed personnel session with Employee to deliver and discuss the evaluation. 6.0 BENEFITS 6.1 Automobile Allowance. The City shall provide Employee an automobile allowance for the use of his personal automobile for official City business at the rate of Four Hundred Sixteen Dollars and Sixty Seven Cents ($416.67) per month (to equal $5,000 annually). The automobile allowance authorized by this Section shall constitute full compensation for any and all expenses related to the operation and maintenance of Employee's vehicle for City purposes. 6.2 Health, Dental, and Vision Insurance. The City shall provide to Employee a contribution to his health insurance premium in the amount of$1,416.67 per month (to equal $17,000 annually), paid on a pro-rated basis the first two pay periods every month. The City currently contracts for major medical insurance through CalPERS. Dental and vision insurance premiums shall be paid by Employee. 6.3 CalPERS. The City believes Employee to be a "classic" member of CalPERS and accordingly he shall participate in the City's Second Tier Plan for Miscellaneous employees, which is the 2% at 60 formula. Such formula is subject to the following CalPERS 6 01247.0004/752487.8 contract provisions: (i) average monthly pay rate and special compensation for highest three (3) year period; (ii) fourth level of 1959 Survivors Program; (iii) sick leave credit; and (iv) military service credit as public service. The City shall pay the full employer Ca1PERS contribution. The employee contribution shall be paid by Employee. 6.4 Deferred Compensation. City agrees that Employee may, at his sole cost and expense, participate in City's 457 Deferred Compensation Program. 6.5 Vacation Leave. Employee shall accrue vacation leave according to the following schedule: Years of Hours accrued per pay service period 1 - 5 3.08 (to equal 80 hours annually) 6 - 10 4.62 hours (to equal 120 hours annually) 11 plus 6.15 hours (to equal 160 hours annually) Upon commencement of employment, Employee shall receive eighty (80) hours of accrued vacation leave in Employee's vacation leave bank. Vacation leave shall have an accrual cap of four hundred eighty (480) hours, after which accruals shall cease until total accrued vacation leave drops below the 480 hour accrual cap. Employee shall be subject to the same vacation leave usage rules that apply to City department heads, including applicable requirements of the City's Personnel Rules and Statement of Benefits. However, notwithstanding any language to the contrary, Employee shall be permitted to use accrued vacation leave upon commencement of employment. Upon Employee's separation from City service for any reason,the City shall compensate Employee for any accrued vacation leave remaining on the books. The value of accrued vacation leave shall be calculated using Employee's pay rate on the date of Employee's separation from City service. 6.6 Sick Leave. Employee shall accrue sick leave at the rate of 3.69 hours of sick leave for each pay period of service or major portion thereof. Employee may accrue a maximum of four hundred eighty (480) hours of sick leave hours. Upon commencement of employment, Employee shall receive eighty (80) hours of accrued sick leave in Employee's sick leave bank. 7 01247.0004/752487.8 After five (5) years of employment, upon separation from employment, other than termination for cause, Employee shall be compensated for 40% of all unused sick leave. In the event Employee separates from the City prior to five (5) years of employment or is terminated for cause at any time, Employee shall not be compensated for unused sick leave. The value of accrued sick leave shall be calculated using Employee's pay rate on the date of Employee's separation from City service. In the event Employee retires from the City, Employee shall be eligible to convert unused accrued sick leave to CalPERS service credit in accordance with CalPERS regulations and the City's CalPERS contract. Employee may use up to 3 days of accrued sick leave in any 12 month period as bereavement leave for the death of a family member. A family member is defined as a spouse/domestic partner, parent, sibling, child, grandchild, or grandparent of the employee or of the employee's spouse/domestic partner. Employee shall be subject to the same sick leave usage rules that apply to City department heads, including applicable requirements of the City's Personnel Rules and Statement of Benefits. 6.7 Management Leave. Employee shall accrue eighty (80) hours per calendar year of management leave as time off from work, instead of pay or compensatory leave credit for overtime work. Management leave shall accrue on January 1 of each year. Employee shall not accrue more than 80 hours of management leave. Employee shall be subject to the same management leave usage rules that apply to City department heads. Upon Employee's separation from City service for any reason, the City shall compensate Employee for any accrued management leave remaining on the books. The value of accrued management leave shall be calculated using Employee's pay rate on the date of Employee's separation from City service. 6.8 Holidays. Employee shall be entitled to the standard paid holidays provided to all City employees each year, as determined by the City Council. The City currently provides thirteen (13) paid holidays and two (2) floating holidays each year. Each floating holiday shall equal 8 hours. Employee shall be subject to the same floating holiday usage rules that apply to City department heads. The City shall compensate Employee for any floating holiday leave not taken for floating holidays occurring prior to his date of separation. 6.9 Life, short-term disability, and long-term disability insurance. The City shall provide to Employee life insurance coverage in the amount of$200,000. Employee shall pay for the cost of short-term disability and long-term disability insurance at his own expense. 6.10 Cellular Telephone Allowance. Employee shall be provided a monthly cellular telephone allowance of One Hundred Dollars ($100.00) (to equal $1,200 annually) for reimbursement for the costs associated with the use of his personal cellular telephone service for business purposes. The City shall not be liable for any expenses beyond such allowance. The cellular telephone allowance provided pursuant to this Section shall be subject to the 8 01247.0004/752487.8 requirements of Section 24 of the Personnel Rules and Regulations, entitled `Electronic Equipment Use Policy." 7.0 PROFESSIONAL DEVELOPMENT 7.1 Membership. The City encourages Employee's continued professional development and shall provide payment of appropriate related costs for such activities, including membership in relevant professional organizations, as approved by the City Council. 7.2 Out-of-Town Meetings & Seminars. The City agrees to reimburse Employee the actual cost for registration, travel, lodging, meals, and other expenses incurred by Employee while attending overnight, out-of-town meetings or seminars related to his employment with the City, in accordance with the City's policies for expense reimbursement. Moreover, to be eligible Employee must have budgeted funds available for same; provided, however, that the City Council may, in its sole discretion, approve such unbudgeted expenditures if it deems it in the best interests of the City. 7.3 Local Meetings & Seminars. The City agrees to reimburse Employee the actual cost of registration,meals, and other expenses necessarily incurred while in attendance at local meetings or seminars related to his employment with City in accordance with the City's policies for expense reimbursement. 8.0 BONDS AND INDEMNIFICATION 8.1 Indemnification. To the extent mandated by the California Government Code, the City shall defend, hold harmless, and indemnify Employee against any tort, professional liability, claim or demand, or other legal action arising out of an alleged act or omission occurring in the performance of Employee's services under this Agreement. This section shall not apply to any intentional tort or crime committed by Employee, to any action outside the course and scope of the services provided by Employee under this Agreement, or any other intentional or malicious conduct or gross negligence of Employee. 8.2 Bonds. City shall bear the full cost of any fidelity or other bonds, which may be required in the performance of Employee's services under this Agreement. 9.0 GENERAL PROVISIONS 9.1 Entire Agreement. This Agreement represents the entire agreement between the parties and supersedes any and all other agreements, either oral or in writing, between the parties with respect to Employee's employment by the City and contains all of the covenants and agreements between the parties with respect to such employment. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by either party, or anyone acting on behalf of either party, which are not embodied herein, and that no other agreement, statement or promises not contained in this Agreement shall be valid or binding upon either party. 9 01247.0004/752487.8 9.2 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing, which amendment shall require approval by the affirmative vote of three(3)members of the Council. 9.3 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be personally served or shall be sufficiently given when served upon the other party as sent by United States Postal Service,postage prepaid and addressed as follows: To City: To Employee: City of Grand Terrace Konrad Bolowich Attention: City Clerk [On file with Human Resources Dept.] 22795 Barton Rd. Grand Terrace, CA 92313 Notices shall be deemed given as of the date of personal service or upon the date of deposit in the course of transmission with the United States Postal Service. 9.4 Conflicts Prohibited. During the term of this Agreement, Employee shall not engage in any business or transaction or maintain a financial interest which conflicts, or reasonably might be expected to conflict, with the proper discharge of Employee's duties under this Agreement. Employee shall comply with all requirements of law, including but not limited to, Sections 87100 et seq., Section 1090 and Section 1125 of the Government Code, and all other similar statutory and administrative rules. Whenever any potential conflict arises or may appear to arise, the obligation shall be on Employee to seek legal advice concerning whether such conflict exists and Employee's obligations arising therefrom. 9.5 Effect of Waiver. The failure of either party to insist on strict compliance with any of the terms, covenants, or conditions of this Agreement by the other party shall not be deemed a waiver of that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment of that right or power for all or any other times. 9.6 Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. 9.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, which are in full force and effect as of the date of execution and delivery by each party hereto. 9.8 Mandatory Government Code Provisions. Government Code §§ 53243 - 53243.4 require that contracts between local agencies and its employees include provisions requiring an employee who is convicted of a crime involving an abuse of his office or position to provide reimbursement to the local agency for the following forms of payment: (i) paid leave salary; (ii) criminal defense costs; (iii) cash settlement payments; and (iv) any non-contractual settlement payments. Accordingly, the Parties agree that it is their mutual intent to fully comply with these Government Code sections and all other applicable law as it exists as of the date of 10 01247.0004/752487.8 execution of this Agreement and as such laws may be amended from time to time thereafter. Specifically, the following Government Code sections are called out and hereby incorporated by this Agreement: §53243. Reimbursement of paid leave salary required upon conviction of crime involving office or position. §53243.1. Reimbursement of legal criminal defense upon conviction of crime involving office or position. §53243.2. Reimbursement of cash settlement upon conviction of crime involving office or position. §53243.3. Reimbursement of noncontractual payments upon conviction or crime involving office or position. §53243.4. "Abuse of office or position" defined. Employee represents that Employee has reviewed, is familiar with, and agrees to comply fully with each of these provisions if any of these provisions are applicable to Employee, including that Employee agrees that any cash settlement or severance related to a termination that Employee may receive from the City shall be fully reimbursed to the local agency if Employee is convicted of a crime involving an abuse of Employee's office or position. The Government Code provisions referenced in this section are attached hereto in Exhibit`B". 9.9 Independent Legal Advice. The City and Employee represent and warrant to each other that each has received legal advice from independent and separate legal counsel with respect to the legal effect of this Agreement, or had the opportunity to do so, and the City and Employee further represent and warrant that each has carefully reviewed this entire Agreement and that each and every term thereof is understood and that the terms of this Agreement are contractual and not a mere recital. This Agreement shall not be construed against the party or its representatives who drafted it or who drafted any portion thereof. IN WITNESS WHEREOF, the City of Grand Terrace has caused this Agreement to be signed and executed on its behalf by its Mayor, and duly attested by its officers thereunto duly authorized, and Employee has signed and executed this Agreement, all in triplicate. CITY OF GRAND TERRACE Darcy McNaboe, Mayor ATTEST: Debra Thomas, City Clerk 11 01247.0004/752487.8 APPROVED AS TO FORM: Adrian Guerra, City Attorney EMPLOYEE Konrad Bolowich 12 01247.0004/752487.8 EXHIBIT "A" City Manager Job Description GENERAL PURPOSE: Under general direction of the City Council, serves as the City's Chief Executive Officer and oversees and guides the activities of all City departments, programs, services and functions to ensure that the City's goals and objectives are achieved; provides the City Council with accurate and timely information to support decision-making and policy direction and to implement all policy set by the City Council; provides overall daily administration, decision-making and policy guidance with the City Council and staff; serves as the Executive Director of the Successor Agency, Housing Authority, and Public Financing Authority; oversees the City's budget and capital improvement plans; provides effective professional leadership and recommends organizational enhancements to meet the City's current and future needs; and performs other related duties as assigned. DISTINGUISHING CHARACTERISTICS: The City Manager provides overall direction to all staff positions through department directors, managers, and assigned administrative staff. The scope of responsibility, decision-making, direct and indirect supervision, and budgetary authority are significantly greater than for any other City staff position. ESSENTIAL FUNCTIONS: The duties listed below are intended only as illustrations of the various types of work that may be performed. The omission of specific statements of duties does not exclude them from the position if the work is similar, related, or a logical assignment to the class. l. Directs and manages the operations of the City: provides direction to all City departments and functions falling under the authority of the City Manager; supervises all subordinate department heads and staff; hires, trains, evaluates performance, and disciplines senior management personnel and oversees this process for all City employees through subordinate managers; serves as the Personnel Officer; establishes policies and procedures for the overall City functions; oversees and participates in the resolution of inquiries and complaints from the public and other organizations; and establishes, monitors and evaluates progress towards goals and objectives of the administration; trains personnel on mission, vision, and values. 2. Serves as a liaison between City staff, the Mayor, and the City Council: attends all meetings of the City Council; briefs Council Members on pending agenda items and other City issues; responds to inquiries and provides Council Members with information on the status of City operations and projects; provides analysis as needed to assist the Council to make informed policy decisions; and provides support to the Mayor and Council Members as needed. 01247.0004/752487.8 3. Assists the Mayor and City Council with strategic and long-range planning and goals for the City: participates in planning efforts at the local and regional level; keeps City Council apprised of developments at the state and federal level that impact the City; monitors pending legislation for impact on the City; oversee compliance with new legislation 4. Represents the Mayor, City Council, and the City at various meetings, functions, and events: serves as a liaison to various civic or governmental organizations and committees, taskforces, boards, and commissions; confers regularly with officials from the municipalities, school board, chamber of commerce, authorities, and commissions; provides information about City operations; participates in discussions and decisions; and keeps the City Council apprised of activities. 5. Performs financial and managerial analyses for the Mayor and City Council pertaining to City operations and programs under consideration: gathers information relevant to topic; evaluates data and makes recommendations based on findings; and makes presentations to the City Council and other interested parties. 6. Serves as a liaison between the Mayor and Council and department heads, keeping the Mayor and Council apprised on departmental activities; assists departments with resolution of problems requiring the attention of City management; monitors and evaluates progress of departments towards the goals and objectives of the administration. 7. Facilitates problem solving at all levels in the organization: works with department heads and senior management to ensure effective coordination and cooperation among departments; coordinates the continuous review of interdepartmental processes for quality control and improvement; responds to inquiries from the public regarding issues unresolved at the departmental level. 8. Attends all meetings of the City Council; briefs Council Members on pending agenda items and other City issues; recommends City Council action on ordinances, resolutions, contracts and other matters as appropriate. 9. Develops, recommends, administers, interprets and enforces policies and procedures. 10. Directs and participates in the preparation of a wide variety of studies, reports, contracts, agreements, agenda letters, correspondence, resolutions and ordinances. 11. Oversees development of City Annual Budget in coordination with Finance Department and City departments and present proposed budget for City Council review, consideration, and approval. 12. Prepares for and leads weekly Executive Team meetings; serves as a liaison to various civic or governmental organizations and committees, taskforces, boards, and commissions. 2 01247.0004/752487.8 QUALIFICATIONS AND GUIDELINES: Knowledge of: • Leadership and management theory and practices; • municipal government organization, administration, and operations, including principles, practices, and methods used in local government administration; • organizational and management practices related to the analysis and evaluation of City programs, policies, and operational needs; • public sector personnel administration and labor relations practices; • municipal budgeting and capital improvement programs; • current community and social, political, and economic trends and problems affecting local government; • applicable federal, State and local laws, codes and ordinances, and rules and regulations regarding local government affairs; • Government, Council, and local and State legislative processes; • negotiations and conflict resolution techniques; • goal setting and workload and performance indicators; • principles of effective community and public relations in working with City Council, civic and business groups, media, and the general public; • marketing and economic development; program development, public policy, and project management; • employee development, management, motivation, supervision, training, performance appraisal, and discipline. Ability to: • Manage and direct City-wide goals, objectives, policies, procedures, work standards, and internal controls; • provide leadership and plan and administer a balanced budget; • select, motivate, supervise, and evaluate executive team and staff and plan, organize, direct, and coordinate, and delegate work; • articulate and respond to sensitive community, organizational, and City Council issues, concerns, and needs; • prepare clear, concise, and comprehensive administrative, financial, and technical reports; • evaluate public policy, management and operational issues and recommend appropriate actions; • think logically, appraise situations logically, interpret federal, State and local policies, laws and regulations, and policy issues, in determining appropriate actions; • exercise tact and diplomacy in resolving conflict in a fair and amicable manner; • communicate effectively, both orally and in writing; • establish, cultivate, and maintain effective working relationships with City Council, department directors, officials, citizen groups and business representatives, vendors, contractors, consultants, and the general public and • make effective public presentations. 3 01247.0004/752487.8 Education/Training/Experience: • Bachelor's degree from an accredited four-year college or university with a major in Public Administration, Public Policy, Finance, or a related field is required. • A Master's degree in Public Administration, Finance, or a related field is highly desirable. • Ten years of responsible management, supervisory, and administrative experience related to local government management, including planning, organization, leadership, and implementation of varied interdepartmental programs and services, • including two years of experience as an Assistant City Manager and • four years of experience as a major department head. Licenses; Certificates; Special Requirements: • Valid Class C California driver's license, • acceptable driving record, and • proof of insurance in compliance with the City's Vehicle Insurance Policy standards. • Ability to work extended hours in order to attend meetings, conferences, events, and other functions on behalf of the City, including evening and weekend hours. In accordance with California Government Code Section 3100, City of Grand Terrace employees, in the event of a disaster, are considered disaster service workers and may be asked to protect the health, safety, lives, and property of the people of the State. PHYSICAL AND MENTAL DEMANDS The physical and mental demands described here are representative of those that must be met by employees to successfully perform the essential functions of this class. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions. Physical Demands While performing the duties of this class, the employee is constantly required to sit, and occasionally to stand and walk. Finger dexterity and light grasping is required to handle, feel, or operate computer hardware and standard office equipment; and reach with hands and arms above and below shoulder level. The employee occasionally bends, stoops, lifts, and carries records and documents, typically weighing less than 25 pounds. Sensory demands include the ability to see, talk, and hear, and use electronic touch keypads. Mental Demands While performing the duties of this class, the employee is regularly required to use oral and written communication skills; read and interpret data; thoroughly analyze and solve problems; exercise sound judgment in the absence of specific guidelines; use math and mathematical reasoning; establish priorities and work on multiple assignments and projects concurrently; meet intense and changing deadlines given interruptions; and interact appropriately with staff, 4 01247.0004/752487.8 management, City Council, commissioners, and other officials, media, as well as contractors, community groups, other public agencies, vendors, consultants, contractors, public and private representatives, and others in the course of work, including resolving conflict situations. WORK ENVIRONMENT The employee frequently works in an office environment with controlled temperature settings. The noise level is moderate, typically below 70 decibels. The employee occasionally drives in traffic to deliver documents and attend meetings and workshops. 5 01247.0004/752487.8 EXHIBIT "B" GOVERNMENT CODE SECTION 53243-53243.4 53243. On or after January 1, 2012, any contract executed or renewed between a local agency and an officer or employee of a local agency that provides paid leave salary offered by the local agency to the officer or employee pending an investigation shall require that any salary provided for that purpose be fully reimbursed if the officer or employee is convicted of a crime involving an abuse of his or her office or position. 53243.1. On or after January 1,2012, any contract executed or renewed between a local agency and an officer or employee of a local agency that provides funds for the legal criminal defense of an officer or employee shall require that any funds provided for that purpose be fully reimbursed to the local agency if the officer or employee is convicted of a crime involving an abuse of his or her office or position. 53243.2. On or after January 1, 2012, any contract of employment between an employee and a local agency employer shall include a provision which provides that,regardless of the term of the contract, if the contract is terminated, any cash settlement related to the termination that an employee may receive from the local agency shall be fully reimbursed to the local agency if the employee is convicted of a crime involving an abuse of his or her office or position. 53243.3. On or after January 1,2012, if a local agency provides, in the absence of a contractual obligation, for any of the payments described in this article, then the employee or officer receiving any payments provided for those purposes shall fully reimburse the local agency that provided those payments in the event that the employee or officer is convicted of a crime involving the abuse of his or her office or position. 53243.4. For purposes of this article, "abuse of office or position" means either of the following: (a) An abuse of public authority, including,but not limited to,waste, fraud, and violation of the law under color of authority. (b) A crime against public justice, including,but not limited to, a crime described in Title 5 (commencing with Section 67), Title 6(commencing with Section 85), or Title 7 (commencing with Section 92)of Part 1 of the Penal Code. 01247.0004/752487.8 EXHIBIT "C" AGREEMENT OF SEPARATION,SEVERANCE,AND GENERAL RELEASE 1. PARTIES This Agreement of Separation, Severance, and General Release (hereinafter referred to as the"AGREEMENT") is entered into by and between the City of Grand Terrace, a general law city and municipal corporation (hereinafter referred to as "THE CITY"), and Konrad Bolowich, an individual (hereinafter referred to as"EMPLOYEE"). 2. RECITALS 2.1. EMPLOYEE was hired by THE CITY as an at-will City Manager effective serving at the pleasure of the City Council of THE CITY pursuant to a written contract, a copy of which is attached hereto as Exhibit"A"("THE CONTRACT"). EMPLOYEE is currently_years old. 2.2. THE CITY and EMPLOYEE desire that EMPLOYEE resign and enter into a severance agreement whereby EMPLOYEE receives severance compensation in exchange for executing a general release and waiver of any and all claims that EMPLOYEE may have against THE CITY, including but not limited to its elected and non-elected officials, employees, attorneys, and agents. Accordingly,the parties hereto intend by this AGREEMENT to mutually conclude any and all employment relationships between THE CITY and EMPLOYEE by means of EMPLOYEE's voluntary separation as of 9 . This AGREEMENT sets forth the full and complete terms and conditions concluding EMPLOYEE's employment relationship with the CITY and any obligations related thereto,including any provided under THE CONTRACT. 2.3 In accordance with this AGREEMENT and with applicable state and federal laws, EMPLOYEE acknowledges that EMPLOYEE has been advised of EMPLOYEE's post- employment rights, including but not limited to, EMPLOYEE's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Employee Retirement Income Security Act of 1974 ("ERISA"), and the Health Insurance Portability and Accountability Act of 1996("HIPAA"). 3. CONSIDERATION 3.1 EMPLOYEE shall receive payment to him at the time of his voluntary separation all earned salary, accrued fringe benefits as detailed in THE CONTRACT, and/or all other wage compensation/benefits owed to EMPLOYEE upon separation of employment, as required by law or THE CONTRACT or any other agreement with THE CITY. 3.2. In exchange for the waivers and releases set forth herein, THE CITY shall also cause to be paid to EMPLOYEE an additional compensatory payment by means of severance, settlement and release in the form of a lump sum amount of and cents ($ .00), as set forth in THE CONTRACT in the form of a check made payable to EMPLOYEE to be mailed to EMPLOYEE at EMPLOYEE's home address via certified mail return receipt requested within thirty (30) business days after the EFFECTIVE DATE (as defined below) of this AGREEMENT. 01247.0004/752487.8 3.3 In exchange for the severance payment provided for herein, EMPLOYEE, and on behalf of EMPLOYEE's spouse, heirs, representatives, successors, and assigns, hereby releases, acquits, and forever discharges THE CITY, and each of its predecessors, successors, assigns, officials, employees,representatives, agents,insurers, attorneys, and all persons and entities acting by, through, under, or in concert with any of them, and each of them (hereinafter referred to as "THE CITY PARTIES"), from any and all claims, charges, complaints, contracts, understandings, liabilities, obligations, promises, benefits, agreements, controversies, costs, losses, debts, expenses, damages, actions, causes of action, suits, rights, and demands of any nature whatsoever, known or unknown, suspected or unsuspected, which EMPLOYEE now has or may acquire in the future,or which EMPLOYEE ever had,relating to or arising out of any act, omission, occurrence, condition, event, transaction, or thing which was done, omitted to be done, occurred or was in effect at anytime from the beginning of time up to and including (hereinafter referred to collectively as "CLAIMS"), without regard to whether such CLAIMS arise under the federal, state, or local constitutions, statutes, rules or regulations, or the common law. EMPLOYEE expressly acknowledges that the CLAIMS forever barred by this AGREEMENT specifically include, but are not limited to, claims based upon any alleged breach of THE CONTRACT or any other agreement of employment, any demand for wages, overtime or benefits, any claims of violation of the provisions of ERISA, COBRA or HIPAA, any alleged breach of any duty arising out of contract or tort, any alleged wrongful termination in violation of public policy, any alleged breach of any express or implied contract for continued employment, any alleged employment discrimination or unlawful discriminatory act, or any claim or cause of action including,but not limited to, any and all claims whether arising under any federal, state or local law prohibiting breach of employment contract, wrongful termination, or employment discrimination based upon age, race, color, sex, religion, handicap or disability, national origin or any other protected category or characteristic, and any and all rights or claims arising under the California Labor Code or Industrial Welfare Commission Wage Orders,the Federal Fair Labor Standards Act, the California Fair Employment and Housing Act, California Government Code §§ 12900 et seq., the Americans With Disabilities Act, Title VII of the Civil Rights Act of 1964, the Public Safety Officers Procedural Bill of Right Act,and any other federal,state,or local human rights,civil rights, or employment discrimination or employee rights statute,rule,or regulation. 4. SPECIFIC ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER ADEA AND OWBPA The Age Discrimination in Employment Act of 1967 (hereinafter referred to as the "ADEA") 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 forty (40) or older. The Older Workers Benefit Protection Act (hereinafter referred to as the "OWBPA," 29 U.S.C. § 626, et seq., Pub L 101-433, 104 Stat. 978 (1990)) further 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 he knowingly and voluntarily, for just compensation in addition to anything of value to which EMPLOYEE was already entitled, waives and releases any rights he may have under the ADEA and/or OWBPA. EMPLOYEE further acknowledges that he has been advised and understands,pursuant to the provisions of the ADEA and OWBPA, that: 2 01247.0004/752487.8 (a) This waiver/release is written in a manner understood by EMPLOYEE; (b) EMPLOYEE is aware of, and/or has been advised of, his rights under the ADEA and OWBPA, and of the legal significance of his waiver of any possible claims he currently may have under the ADEA, OWBPA and/or similar age discrimination laws; (c) EMPLOYEE is entitled to a reasonable time of at least twenty-one (21) days within which to review and consider this AGREEMENT and the waiver and release of any rights he may have under the ADEA, the OWBPA and similar age discrimination laws;but may, in the exercise of his own discretion, sign or reject this AGREEMENT at any time before the expiration of the twenty-one(21) days; (d) The waivers and releases set forth in this AGREEMENT shall not apply to any rights or claims that may arise under the ADEA and/or OWBPA after the EFFECTIVE DATE of this AGREEMENT; (e) EMPLOYEE has been advised by this writing that he should consult with an attorney prior to executing this AGREEMENT; (f) EMPLOYEE has discussed this waiver and release with, and been advised with respect thereto by his counsel of choice, and that he does not need any additional time within which to review and consider this AGREEMENT; (g) EMPLOYEE has seven (7) days following his execution of this AGREEMENT to revoke the AGREEMENT; (h) Notice of revocation within the seven (7) day revocation period must be provided, in writing, to THE CITY pursuant to Paragraph 8.9 herein, and must state, "I hereby revoke my acceptance of our Agreement of Severance and General Release;"and (i) This AGREEMENT shall not be effective until all parties have signed the AGREEMENT and ten (10) days have passed since EMPLOYEE's execution ("EFFECTIVE DATE"). 5. UNKNOWN CLAIMS In relation to the release provisions of Paragraphs 3 and 4 above, EMPLOYEE understands that California Civil Code section 1542 reads as follows: "General Release--Claims Extinguished" "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." EMPLOYEE hereby waives the protection of California Civil Code section 1542. 3 01247.0004/752487.8 6. WAIVER OF ADDITIONAL CLAIMS EMPLOYEE hereby waives any provisions of state or federal law that might require a more detailed specification of the claims being released pursuant to the provisions of Paragraphs 3,4, and 5 above. 7. REPRESENTATIONS AND WARRANTIES Each of the parties to this AGREEMENT represents and warrants to, and agrees with, each other party as follows: 7.1. Advice of Counsel: The parties hereto have received independent legal advice from their respective attorneys concerning the advisability of entering into and executing this AGREEMENT or have been given the opportunity to obtain such advice. The parties acknowledge that they have been represented by counsel of their own choice in the negotiation of this AGREEMENT, that they have read this AGREEMENT; that they have had this AGREEMENT fully explained to them by such counsel, or have had such opportunity to do so and that they are fully aware of the contents of this AGREEMENT and of its legal effect. 7.2. No Fraud in Inducement: No party (nor any officer, agent, employee, representative, or attorney of or for any party)has made any statement or representation or failed to make any statement or representation to any other party regarding any fact relied upon in entering into this AGREEMENT, and neither party relies upon any statement, representation, omission or promise of any other party in executing this AGREEMENT, or in making the settlement provided for herein,except as expressly stated in this AGREEMENT. 7.3. Independent Investi ag tion: Each party to this AGREEMENT has made such investigation of the facts pertaining to this settlement and this AGREEMENT and all the matters pertaining thereto, as it deems necessary. 7.4. Mistake Waived: In entering into this AGREEMENT, each party assumes the risk of any misrepresentation, concealment or mistake. If any party should subsequently discover that any fact relied upon by it in entering into this AGREEMENT was untrue, or that any fact was concealed from it, or that its understanding of the facts or of the law was incorrect, such party shall not be entitled to any relief in connection therewith, including without limitation on the generality of the foregoing any alleged right or claim to set aside or rescind this AGREEMENT. This AGREEMENT is intended to be, and is, final and binding between the parties, regardless of any claims of misrepresentation, promise made without the intent to perform, concealment of fact, mistake of fact or law,or any other circumstance whatsoever. 7.5. Later Discovery: The parties are aware that they may hereafter discover claims or facts in addition to or different from those they now know or believe to be true with respect to the matters related herein. Nevertheless,it is the intention of the parties that EMPLOYEE fully, finally and forever settle and release all such matters, and all claims relative thereto, which do now exist, may exist or have previously existed against THE CITY or THE CITY PARTIES. In furtherance of such intention, the releases given here shall be, and remain, in effect as full and complete releases of all such matters, notwithstanding the discovery or existence of any additional or different claims or facts relative thereto. 4 01247.0004/752487.8 7.6. Indemnification: EMPLOYEE agrees to indemnify and hold harmless THE CITY or THE CITY PARTIES from, and against, any and all claims, damages, or liabilities sustained by them as a direct result of the violation or breach of the covenants, warranties, and representations undertaken pursuant to the provisions of this AGREEMENT. EMPLOYEE understands and agrees that he shall be exclusively liable for the payment of all taxes for which he is responsible, if any, as a result of his receipt of the consideration referred to in Paragraph 3 of this AGREEMENT. In addition, EMPLOYEE agrees fully to indemnify and hold the CITY PARTIES harmless for payment of tax obligations as may be required by any federal, state or local taxing authority, at any time, as a result of the payment of the consideration set forth in Paragraph 3 of this AGREEMENT. 7.7. Future Cooperation & Consultation fees: EMPLOYEE shall execute all such further and additional documents as shall be reasonable, convenient, necessary or desirable to carry out the provisions of this AGREEMENT. EMPLOYEE shall provide THE CITY with consultation services(including deposition or trial testimony)in any litigation involving THE CITY which is reasonably related to acts or occurrences transpiring during his employment. Said services shall be provided as needed by THE CITY at a rate of$100.00 per hour. 7.8. Return of Confidential Information and Propertv: Prior to the separation date, EMPLOYEE shall submit a written inventory of, and return to the City Clerk, all City keys, equipment, computer identification cards or codes, and other equipment or materials or confidential documents provided to or obtained by EMPLOYEE during the course of his employment with THE CITY. 7.9 No Pending Claims and/or Actions: EMPLOYEE represents that he has not filed any complaints or charges against THE CITY or THE CITY PARTIES with any local, state or federal agency or court; that he will not do so at any time hereafter for any claim arising up to and including the EFFECTIVE DATE of this AGREEMENT; and that if any such agency or court assumes jurisdiction of any such complaint or charge against THE CITY or THE CITY PARTIES on behalf of EMPLOYEE, whenever or where ever filed, he will request such agency or court to withdraw from the matter forthwith. 7.10. Ownership of Claims: EMPLOYEE represents and warrants as a material term of this AGREEMENT that EMPLOYEE has not heretofore assigned, transferred, released or granted, or purported to assign, transfer, release or grant, any of the CLAIMS disposed of by this AGREEMENT. In executing this AGREEMENT, EMPLOYEE further warrants and represents that none of the CLAIMS released by EMPLOYEE thereunder will in the future be assigned, conveyed,or transferred in any fashion to any other person and/or entity. 7.11 Enforcement Fees and Costs: Should any legal action be required to enforce the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys' fees and costs in addition to any other relief to which that party may be entitled. 7.12 Authori : Each party represents to the other that it has the right to enter into this AGREEMENT, and that it is not violating the terms or conditions of any other AGREEMENT to which they are a party or by which they are bound by entering into this AGREEMENT. The parties represent that they will obtain all necessary approvals to execute this AGREEMENT. It is further represented and agreed that the individuals signing this AGREEMENT on behalf of the 5 01247.0004n52487.8 respective parties have actual authority to execute this AGREEMENT and, by doing so, bind the party on whose behalf this AGREEMENT has been signed. 8. MISCELLANEOUS 8.1. No Admission: Nothing contained herein shall be construed as an admission by THE CITY of any liability of any kind. THE CITY denies any liability in connection with any claim and intends hereby solely to avoid potential claims and/or litigation and buy its peace. 8.2. Governing Law: This AGREEMENT has been executed and delivered within the State of California, and the rights and obligations of the parties shall be construed and enforced in accordance with,and governed by,the laws of the State of California. 8.3. Full Integ_r h�on: This AGREEMENT is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions. This AGREEMENT may be amended only by a further agreement in writing, signed by the parties hereto. 8.4. Continuing Benefit: This AGREEMENT is binding upon and shall inure to the benefit of the parties hereto, their respective agents, spouses, employees, representatives, officials,attorneys, assigns,heirs,and successors in interest. 8.5. Joint Drafting: Each party agrees that it has cooperated in the drafting and preparation of this AGREEMENT. Hence, in any construction to be made of this AGREEMENT, the parties agree that same shall not be construed against any party. 8.6. Severability: In the event that any term, covenant, condition, provision or agreement contained in this AGREEMENT is held to be invalid or void by any court of competent jurisdiction,the invalidity of any such term, covenant, condition,provision or agreement shall in no way affect any other term, covenant, condition, provision or agreement and the remainder of this AGREEMENT shall still be in full force and effect. 8.7. Titles: The titles included in this AGREEMENT are for reference only and are not part of its terms,nor do they in any way modify the terms of this AGREEMENT. 8.8. Counterparts: This AGREEMENT may be executed in counterparts, and when each party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterparts, shall constitute one AGREEMENT,which shall be binding upon and effective as to all parties. 8.9. Notice: Any and all notices given to any party under this AGREEMENT shall be given as provided in this paragraph. All notices given to either party shall be made by certified or registered United States mail, or personal delivery, at the noticing parry's discretion, and addressed to the parties as set forth below. Notices shall be deemed, for all purposes, to have been given on the date of personal service or three (3) consecutive calendar days following deposit of the same in the United States mail. 6 01247.0004/752487.8 As to EMPLOYEE: At EMPLOYEE's home address on file with THE CITY. As to THE CITY: City of Grand Terrace Attention: City Clerk 22795 Barton Rd. Grand Terrace, CA 92313 IN WITNESS WHEREOF, THE CITY has caused this AGREEMENT to be signed and executed on its behalf by its Mayor and duly attested by its City Clerk, EMPLOYEE has signed and executed this Agreement, and the attorneys for THE CITY and EMPLOYEE, if any, have approved as to form as of the dates written below. DATED: EMPLOYEE By: KONRAD BOLOWICH THE CITY DATED: By: Mayor ATTEST: City Clerk APPROVED AS TO FORM: By: , City Attorney [EMPLOYEE's LAW FIRM] By: [Counsel] 7 01247.0004/752487.8 STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) CITY OF GRAND TERRACE ) I Debra L. Thomas, City Clerk of the CITY OF GRAND TERRACE, CALIFORNIA, DO HEREBY CERTIFY that the foregoing Resolution, being Resolution No. 2021-46 was duly passed, approved and adopted by the City Council, approved and signed by the Mayor, and attested by the City Clerk, at the regular meeting of said City Council held on the 14t" day of December 2021, and that the same was passed and adopted by the following vote: AYES: Council Members Allen, Wilson; Mayor Pro Tem Hussey, Mayor McNaboe NOES: None. ABSENT: Council Member Robles ABSTAIN: None. Executed this 15t" day of December 2021, at Grand Terrace, California. __A-),,""'�L'_' Debra L. Thomas City Clerk