Loading...
HomeMy WebLinkAbout2023 CON Brad Raulston - Agreement to Sever EmploymentMUTUAL AGREEMENT TO SEVER EMPLOYMENT AND GENERAL RELEASES This Mutual Agreement to Sever Employment and General Releases ("Agreement") is entered into by and between the City of National City ("City" or "Employer") and Brad Raulston ("Raulston"). Collectively, the City and Raulston are referred to as the "Parties." RECITALS WHEREAS, Rauiston became employed by the City in 2006; and WHEREAS, Raulston began his term as City Manager with the City in 2019; and WHEREAS, Raulston and City negotiated a new employment agreement, effective May 22, 2022 to May 22, 2024; and WHEREAS, Raulston serves as City Manager — an officer of the City as an "at - will" employee, serving at the pleasure of the City Council; and WHEREAS, the City and Raulston desire to enter into this Agreement in order to confirm the terms of their relationship and to achieve a mutually amicable separation that supersedes the terms and conditions of Section 10 of Raulston's Employment Agreement (Severance). NOW, THEREFORE, THE PARTIES AGREE`, .AS FOLLOWS: AGREEMENT In consideration of the mutual promises contained herein, and for other good and valuable consideration as set forth below, the sufficiency of which is acknowledged, the Parties do hereby agree as follows: 1. Consideration anfl Separation. In consideration for signing this Agreement and General Releases and in compliance with the promises made herein, City agrees to pay Raulston the sum of One Hundred fifty --Three Thousand Six Hundred and One Dollars and Ninety --Seven Cents 1 , 01. 7) as follows: (a) One check for $6,000 shall be made payable to and mailed to the Executive Law Group, Inc. to the attention of R. Craig Scott, Esq. Prior to issuance, Attorney R. Craig Scott shall. submit to the City Attorney an executed IRS Form W-9. (b) One check for 127,01.7, less lawful deductions, shall be made payable to Brad Raulston, reflecting one-half year's base salary at Raulstonis current rate of pay plus Raulston's selected deferred compensation plan contribution of $7,500.00; I The Severance payment check shall be hand -delivered to Raulston on May 31, 2023. In accordance with Raulston's Employment Agreement with the City, his Compensation must include payment for all accrued sick and vacation at the time of his separation from employment. Raulston's compensation for all accrued sick and vacation leave shall be calculated and paid in a final check in accordance with the City's pay period. Raulston shall not be entitled to monthly vehicle allowance payments after his last day of ennploymentfUntil Raulston secures other employment, but no later than December 31, 2023, the City agrees to continue providing Raulston a monthly check for a cafeteria health benefit of $1,200.00 per tnonth.4fRaulston will have been deemed to have secured other employment once he has accepted a written offer affirming another employer's y er's p y intention to hire Raulston. Raulston shall notify the City's Human Resources department within 48 hoursof accepting such employment offer letter. Last Day of Employment. Raulston's last day of employment shall be May 31, 2023. By close of business on that date, Raulston shall hand over all access keys, car keys, mobile devices, and all other City issued property to the City Manager's Executive Assistant. Transition Period. Upon, execution of this Agreement or earlier Raulston must cooperate with the City or its designee to effect an orderly transition of the services, inducting but not limited to, know-how, documents, notes, schedules, etc. Raulston had been providing to the City. 2. No Consideration Absent Execution of this Agreement and General Releases. Raulston understands and agrees that he will not receive the monies and benefits described in Section I above unless both Parties execute this Agreement and General Releases and the promises contained herein are fulfilled. Should Raulston initiate a lawsuit or administrative claim seems damages or any other relief covered by the Agreement, the City may rescind the Agreement and seek to recover any amounts paid pursuant to the Agreement or seek additional recovery (including attorneys' fees and costs incurred in connection with recovering such amounts). 3. Raulston_General Release of Claims. Raulston knowingly and voluntarily releases and forever discharges, to the fullest extent permitted by law, the City, its officers, including the members of the City Council, appointed officials, and employees, successors, assigns, heirs, estates, executors, administrators, agents, representatives, and other related persons and entities, and each of them, knowingly and voluntarily compromises, waives and releases, relieves, and discharges all rights and claims, known and unknown, which Raulston may have against the City, its present and former council members, appointed officials, elected officials, affiliates, subsidiaries, and/or assigns, or ally Y health or welfare plan sponsored by the City, or any of their current and former officers, directors, managers, supervisors, attorneys, gents, affiliates, administrators, insurers, partners, representatives, and each of them and their successors, assigns, and heirs (collectivelyreferred to throu hout the � remainder of this Agreement as "Releasees", of and from any and all claims, known and unknown, asserted and unasserted, Raulston has or may have against the City and/or Releasers as of the date of execution of this Agreement and General Releases, inducting, but not limited to, any alleged violation of: • Title VII of the Civil Rights Act of 1964, as amended; • The Civil Rights Act of 1991; • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; • The Ameticans with Disabilities Act of 1990, as amended; • The Age Discrimination in Employment Act of 1967; as amended; • The Occupational Safety and Health Act, as amended; 2 • California Government Code sections or any other applicable laws pertaining to California Labor Code sections; +� The California Fair Employment and Housing Act, as amended; • Any other federal, state or local law, regulation or ordinance that may lawfully be released; ▪ Any public policy, contract, tort, or common law; or • Any claim for costs, fees, or other expenses including attorneys' fees incurred in these matters. This general release shall not apply to any other governmental, private, corporate, or non-profit entity, nor shall it be construed to restrict the Parties from truthfully responding to any statements, accusations or comments made by any other individual, governmental, private, corporate or non,pro t entity. Neither shall- s_gen+eral relea.s _restrict-Ra.ulston!s lit_to--pursue .ndis sited workers compensation benefits. 4. City General Release of Claims. The City knowingly and voluntarily releases and forever discharges, to the fullest extent permitted by law, Raulston and his assigns, heirs, estates, executors, administrators, agents, representatives, and other related persons and entities, and claims, known and unknown, which the City may have against Raulston, of and from any and all claims, known and unknown, asserted and unasserted, the City has or may have against Raulston, his assigns, heirs, estates, executors} administrators, agents, representatives, and other related persons and entities, as of the date of execution of this Agreement and General Releases. 5. Mutual tual Waivers of Civil Code Section 1542, Raulston and the City agree that by signing this Agreement and General Releases , each Party gives up any and all rights he or it may have to file a claim or complaint of any kind against the other Party . Raulston and the City each therefore specifically and freely waive any and all rights he or it may have under California Civil Code Section 1542, which states: A general release does not extend to claims that the creditor or releasing party does not brow 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. In waiving the. protection of California Civil Code Section 1542, Raulston and the City each acknowledges his or its awareness of the actual facts and circumstances surrounding the agreement upon which this release is given may later be discovered to be different from those he or it knows or believes to be true, and Raulston and the City each assume such risk to effect a full and complete waiver and release of the other Party. 1 (INITIAL)((INITIAL) I I,,) . Release of ADEA Claims. ThisAgreement constitutes a comprehensive, general release of any and all claims against the City, including, without limitation, the Age Discrimination In Employment Act AREA). Raulston understands and acknowledges that he has been advised of his right to have at least twenty-one (21) calendar days to consider his release of claims under the ADEA, and he hereby freely and voluntarily waives the 21-day notice period. Raulston acknowledges that he instead has seven (7) calendar days from the date he executes this Agreement to revoke his release under the ADEA, but understands that should he revoke his release, the City may in its sole discretion rescind this entire Agreement and obtain all amounts paid hereunder. 3 4#111c (IINITLL) 7. Workers' Compensation Claims.. Rauls ton represents and warrants that lie has not filed ,any workers' compensation claims with the City. Ralston farther warrants that he is not aware of any work injury prior to the date of execution of this Agreement. 8. Affirmations. Raulston affirms that he has not filed, caused to be filed, or presently is a party to any clams, complaint, or action against the City or Releasees in any forum or form. Raulston further affirms that he has been paid and/or has received all leave (paid or unpaid), compensation, wages and/or benefits to which he may be entitled and that no leave (paid or unpaid), compensation, wages, and/or benefits are due to him, except as provided in this Agreement and General Releases. Raulston furthermore affirms that he has no known workplace injuries or oremptimattliseases tliarh e nut re Di i r_ d ssd aird resolved. aul-stai ffinn-that he has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act or the California Family Rights Act. 9. on-Dispara emene Neither of the Parties (which for the purposes of this section includes any National City employee and elected or appointed official) willdefame, disparage, demean or besmirch the reputation, character, image or services of the other Party, or, make any comments that reflect adversely or negatively upon the reputation, character, image or services of the other Party. Nor will the Parties aid, encourage or assist any other individual or entity to defame, disparage, demean or besmirch the reputation, character, image or services of the other Party, or make any comments that reflect adversely or negatively upon the reputation, character, image or services of any Party. The Parties agree that, if asked about this Agreement, they will say that the severance payment, the Agreement, and the General Releases were negotiated to the mutual satisfaction of the Parties. Nothing ing contained in this Agreement (including Sections 9 and 10)shall bar or prohibit Raulston from (a) disclosing information about unlawful acts in the City's workplace pursuant to a court order, subpoena, or written request from an administrative agency or the Legislature, (h) participating in any proceeding before or conducted by, any federal or state administrative agency to the extent permitted by applicable federal or state law, (c) reporting suspected violations of Federal or state law to any governmental agency, including but not limited to the BEOC or California Civil Rights Department or (d) making other disclosures that are protected uner any applicable "whistieblower" provision of federal or state law. 10. on dcntiali . Except as otherwise provided by law and/or the California Public Records Act, the Parties agree that the terms and conditions of this Agreement and General Releases are confidential and not to be disclosed to third parties. Raulston shall not disclose any information that could be reasonably interpreted as p roprietary or confidential that is unrelated to unlawful acts in the workplace. Nothing t x the foregoing shall preclude Raulston from communicating with his attorneys, accountants, or other professionals concerning the terms of this Agreement and General Releases. Raulston has at least five business days to consult with an attorney regarding this Agreement. Nothing in the foregoing shall preclude the City or Releasees from any disclosure of documents or information required to be disclosed by law and/or the California Public Records Act. 11. Full Power to Enter Into Agreement and Make Releases. Raulston represents and warrants that he has fez l l power to make the releases and agreements contained herein. Raulston expressly represents and warrants that he has not assigned, encumbered or in any manner transferred all or any portion of the claims covered by the releases and agreements contained herein. Raulston acknowledges and agrees that this warranty and representation is an essential and material term of the Agreement. 4 12. Governing Law and Interpretation. This Agreement and General Releases is executed in the State of California and the rights and obligations of the Parties shall be construed and enforced in accordance with the laws of the State of California. The Parties stipulate that jurisdiction and venue shall be exclusively in the State of California, County of San Diego, for any action involving the validity, interpretation and enforcement of this Agreement and General Releases, or for any claim for breach of this Agreement and General Releases, for damages, and for any other relief sought under this Agreement and General Releases. Should any provision of this Agreement and General Releases be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement and General Releases in full force and effect.. 13. Non -Admission of Wroi p doing. The Parties agree that neither this Agreement and General Releases nor the furnishing of the consideration for these Releases shall be deemed or construed at any time for any purpose as an admission by either Party of any liability or unlawful conduct of any kind. 14. Amendment. This Agreement and General Releases may not be modified, altered or changed except upon express written consent of both Parties wherein specific reference is made to this Agreement and General Releases. 15. Entire Agreement. This Agreement and General Releases sets forthdie entire agreement between the Parties hereto, and fully supersedes any prior obligation of the City to Raulston. Raulston acknowledges that he has not relied on any representations, promises, or agreements of any kind made to him in connection with his decision to accept this Agreement and General Releases, except for those set forth in this Agreement and General Releases, Both Parties have had an equal opportunity to participate in the drafting of this Agreement. The usual construction of agreement as to the dra fting party shall not apply to this Agreement. 7. �. Attor'ney's Fees. Except as otherwise provided herein, each Party agrees that they will bear his, her or its own attorneys' fees and costs, if any. 17. Effective Date. 'l`h.i.s Agreement will become effective on the eighth. (8th) day after it is signed by Raulston, but only if Raulston (a) executes this Agreement on or within twenty-one (21) days following the date on which he receives this Agreement from the City, and does not revoke this Agreement by email notice of revocation to Barry J. Schultz, City Attorney at bschialtz@nationalciryca.gov within seven 7 days following the date on which he executes this Agreement. 18. References. If contacted by another organization, the City will provide the organization with Raulston's dates of employment, Raulston's most recent job title with the City, and a positive e reference. 19. Severability. The Parties explicitly acknowledge and agree that the provisions of this Agreement are both reasonable and enforceable_ However, if any portion or provision of any section of this Agreement is determined to be illegal, invalid, or unenforceable by any arbitrator or court of competent jurisdiction, or void or voidable as against public policy or otherwise, and cannot be modified to be legal valid, orenforceable, the remainder of this Agreement shall not be affected S by such determination and shall be valid and enforceable to the fullest extent permitted by law, and said illegal, invalid, void, or voidable, of unenforceable portion or provision shall he deemed not to be a part of this Agreement. 20. Agreement is Contingent Upon Final Approval. This Agreement and General Releases is contingent upon final approval of the City Council. [END OF PAGE] 6 IN WITNESS WHEREOF, the Parties knowingly and voluntarily .untaril executed this Agreement and General Releases as of the date set forth below: BRAD I AUL TO : Brad R uis tan CITY OF NATIONAL CITY: Mayor Ron Morrison Date Signed: APPROVED AS TO FORM: By: 7 �c Barry J. S,CI-�ultz(��ity Attorney