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HomeMy WebLinkAboutA9417 - SCOTT STILES55575.18110\40968446.2 01/19/23 Page 1 of 12 EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALM SPRINGS AND SCOTT STILES This Employment Agreement (“Agreement”) is made and entered into between Scott Stiles (“City Manager” or “Employee”) and the City of Palm Springs, a charter city and municipal corporation of the State of California (hereinafter referred to as “City”), in order to provide, in writing, the terms and conditions for management services by the City Manager of City. City and City Manager are sometimes referred to herein individually as “Party” and collectively as “Parties.” RECITALS WHEREAS, it is the desire of the City Council of the City to retain the services of Employee as the City of Palm Springs City Manager pursuant to Sections 400 through 406 of the City of Palm Springs Charter and Chapter 2.08 of the City of Palm Springs Municipal Code; WHEREAS, the City Manager is familiar with the position’s legal requirements, industry standards and responsibilities, and duties as set forth both in the job description and Sections 400 through 406 of the City of Palm Springs Charter and Chapter 2.08 of the City of Palm Springs Municipal Code; WHEREAS, the City Manager has the necessary education, experience, skills, expertise and abilities to serve as the City’s City Manager. NOW, THEREFORE, in consideration of the above recitals and the mutual covenants herein contained, the parties hereto agree as follows: TERMS 1. Employment The City hereby agrees to employ the City Manager, and the City Manager agrees and does accept employment upon the terms and conditions set forth herein. It is expressly understood that City Manager, in his capacity as City Manager, is a contracted employee serving at the will and pleasure of the City Council, subject to termination pursuant to the terms of this Agreement, and with no right to any hearing or appeal, including any so-called Skelly conference, other than the rights expressly provided in this Agreement. 2. Term and Renewal This Agreement shall be effective upon its execution by all Parties. City Manager shall commence his services on Monday, March 6, 2023 (“Commencement Date”). The term of this Agreement shall be for four (4) years, through March 5, 2027, unless sooner terminated or extended by the Parties as set forth in this Agreement. 3. Duties and Obligations of City Manager A. The City Manager hereby agrees to perform the functions and duties of City Manager, as specified in the City’s ordinances, the City’s charter and municipal code DocuSign Envelope ID: 480C82B7-968D-41A1-BFB5-C99808DC7CDD 55575.18110\40968446.2 01/19/23 Page 2 of 12 (“Municipal Code”), City policies and procedures approved by the City Council, and in state law, and to perform such other legally permissible and proper duties and functions as the majority of the City Council shall from time to time assign. Specifically, the City Manager is obligated to know and execute the duties and responsibilities of the City Manager as set forth in Sections 400 through 406 of the City of Palm Springs Charter and Chapter 2.08 of the City of Municipal Code, and perform his duties consistent with all ethical and procedural standards applicable by law, industry standards, and best practices. The City Manager further agrees to perform all such functions and duties to the best of his ability and in an efficient and competent manner. B. The City Council shall also designate the City Manager as the executive direc tor, general manager or similar title of other City-related legal entities. Such other legal entities include the City’s Successor Agency, financing authorities and utility agencies and could include certain joint powers authorities when applicable. C. The City Manager is an exempt employee, but is expected to engage in those hours of work that are necessary to fulfill the obligations of the City Manager’s position. The City Manager does not have set hours of work, as the City Manager is expected to be ava ilable at all times. It is recognized that the City Manager must devote a great deal of time to the business of the City outside of the City’s customary office hours, and to that end the City Manager’s schedule of work each day and week shall vary in accordance with the work required to be performed. The City Manager shall spend sufficient hours on site to perform the City Manager’s duties; however, the City Manager has discretion over the City Manager’s work schedule and work location. D. The Parties mutually desire that the City Manager be subject to and comply with the International City Management Association (ICMA) Code of Ethics, incorporated herein by reference. The City Manager commits to comply with the ICMA Code of Ethics. The City and the City Council agree that neither the City Council, nor any of its members, will give the City Manager any order, direction, or request that would require the City Manager to violate the ICMA Code of Ethics. E. The City Manager shall administer and enforce policies established by the City Council, and promulgate rules and regulations as necessary to implement City Council policies. F. The City Manager shall attend all meetings of the City Council, unless excused. The Mayor shall have the authority on behalf of the City Council to excuse the City Manager from meetings. The City Manager shall also take part in the discussion of all matters before the City Council during meetings he attends, and the City Manager shall receive notice of all regular and special meetings of the City Council. G. Consistent with the City’s charter and Municipal Code, state law and all relevant City policies and procedures, the City Manager shall review and concur by rendering a recommendation on all agenda documents before preparing the agenda for any regular or special meetings of the City Council. DocuSign Envelope ID: 480C82B7-968D-41A1-BFB5-C99808DC7CDD 55575.18110\40968446.2 01/19/23 Page 3 of 12 H. The City Manager shall direct the work of all elective and appointive City officers and departments that are the concern and responsibility of the City Council, except those that are directly appointed by or report directly to the City Council. I. The City Manager will focus his professional time, ability, and attention to City business during the term of this Agreement. The City Manager shall not engage 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, without the prior consent of Council, except that: (1) The expenditure of reasonable amounts of time not in conflict with the City’s needs and interests, for educational, charitable, community, and professional activities, shall not be deemed a breach of this Agreement and shall not require prior consent. (2) This Agreement shall not be interpreted to prohibit the City Manager from making passive personal investments or conducting private business affairs if those activities do not materially interfere with the services required under this Agreement. J. All data, studies, reports and other documents prepared by the City Manager 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. K. 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 the City Manager in connection with the performance of this Agreement shall be held confidential by the City Manager. Such materials shall not, without the prior written consent of the Council, be used by the City Manager for any purposes other than the performance of his duties. Nor shall such materials be disclosed to any person or entity not connected with the performance of services under this Agreement, except as required by law. 4. Compensation The City Manager’s base salary shall be Three Hundred Twenty Five Thousand Dollars ($325,000) annually, payable pursuant to the payroll procedures regularly established and as they may be amended by the City in its sole discretion. The City Manager shall be paid at the same intervals and in the same manner as regular City employees. Any subsequently agreed salary increase agreed to by the Parties must be expressly memorialized in a subsequent written and executed Amendment to this Agreement. The City shall not, at any time during the term of this Agreement, reduce the base salary, compensation or other financial benefits of the City Mana ger, unless as part of a City Executive salary reduction, and then in no greater percentage than the average reduction of all designated Executive employees. All compensation and comparable payments to be paid to City Manager shall be less withholdings required by law. 5. Benefits In addition to the compensation set forth in Section 4 the City Manager shall be entitled to the following benefits: DocuSign Envelope ID: 480C82B7-968D-41A1-BFB5-C99808DC7CDD 55575.18110\40968446.2 01/19/23 Page 4 of 12 A. Automobile Allowance. The City shall provide the City Manager a monthly automobile allowance of Five Hundred Dollars ($500.00) for use toward a vehicle or vehicle- related expenses, expected to be incurred in the furtherance of his duties as City Manager. B. ICMA Dues/Other Professional Development. The City agrees to budget and pay the City Manager’s annual dues for membership in ICMA. In addition, the City agrees, subject to the City’s budget constraints and advance approval of Council, to pay expenses and allow City time for the following: (1) conference and meeting attendance and selected training opportunities, including, but not limited to, those associated with ICMA, the League of California Cities, and other national, state, regional or local associations and organizations necessary and desirable for the good of the City and for the City Manager’s continued professional development; (2) professional dues and subscriptions on behalf of the City Manager which are necessary for the City Manager’s continuation and full participation in national, state, regional or local associations and organizations, including civic clubs or organization, necessary and desirable for the good of the City and for the City Manager’s continued professional development; and (3) travel and subsistence expenses of the City Manager to pursue official and other functions for the City, including, but not limited to, national, state, regional and/or local associations and organizations necessary and desirable for the good of the City and for the City Manager’s continued professional development C. Business Expenses. Within the City’s budget constraints and subject to adopted City policies, the City shall pay for or provide the City Manager reasonable reimbursement for all actual and necessary business expenses. This includes the City providing the City Manager with a cellphone, monthly cellphone service, and a laptop. D. Other Benefits. With the exception of such benefits as outlined specifically in this Section, the City shall provide the City Manager with other benefits, including, but not limited to, vacation, sick leave, holiday pay, life insurance, medical, disability and retirement benefits through CalPERS, consistent with those benefits provided to the City’s other Executive employees, as outlined in the City of Palm Springs Management Benefit Roster. E. Vacation Pay. Employee shall accrue vacation time at the rate of ten (10) hours per month. Employee’s use of and accrual of vacation leave and cash-out options shall be consistent with that provided by policy to other eligible City Executive employees. F. Admin. Leave. In addition to the Vacation Pay as provided above, upon the Commencement Date, and upon each anniversary thereafter, Employee shall be allotted forty (40) hours of executive leave to be used as administrative days away from the office. These days are to be scheduled and used throughout the year to complete administrative tasks and duties without undue office interference. These days off do not accrue, are not subject to carry over, are not subject to any cash-out option, and will not be paid out upon termination of employment. G. Moving Expenses. Within thirty (30) days following the Commencement Date, the City shall pay to Employee a one-time payment of twelve thousand dollars ($12,000), as expected moving expenses. DocuSign Envelope ID: 480C82B7-968D-41A1-BFB5-C99808DC7CDD 55575.18110\40968446.2 01/19/23 Page 5 of 12 H. Temporary Housing Allowance. On the Commencement Date, and on or about the first of each month, for the next five (5) months of employment thereafter, the City shall pay to employee an amount equal to three thousand ($3,000) per month, as expected temporary housing expenses. I. Internal Revenue Code Compliance. All provisions of this Section 5 are subject to the provisions and limitations of the Internal Revenue Code and its related regulations, as amended from time to time. No requirement of any provision of this Section 5 shall be effective if it would violate any provision of the Internal Revenue Code or its related regulations, and the inability of the City to effectuate such requirements shall not constitute a breach of this Agreement. 6. Performance Evaluations A. The City Council shall review and evaluate the performance of the City Manager in writing, at a minimum, on an annual basis. The Parties shall endeavor to schedule an annual evaluation on or around each anniversary of the Commencement Date. The evaluation will also set forth mutually defined goals to be achieved by the City Manager in the subsequent year. The City Manager will be provided an adequate opportunity to discuss his evaluation with the City Council at a closed session Council meeting. The City Manager shall be eligible, if merited in the City Council’s sole discretion, to receive a salary increase as established by the City Council at the conclusion of such evaluation. Any agreed salary increase must be expressly memorialized in a subsequent written and executed Amendment to this Agreement. Failure of the City Council to conduct a performance evaluation shall not prohibit the City Council from terminating this Agreement in accordance with the other sections of this Agreement. B. The performance review and evaluation process set forth herein is intended to provide review and feedback to City Manager so as to facilitate a more effective management of the City. Nothing herein shall be deemed to alter or change the employment status of City Manager, nor shall this Section be construed as requiring “cause” to terminate this Agreement or the services of City Manager hereunder. 7. Termination of Agreement and Severance Pay A. At-Will. The Parties hereby expressly agree that the employment relationship created by this Agreement is “at will” and that the City Manager serves at the will and pleasure of the City Council. Nothing in this Agreement, any statute, ordinance, or rule shall prevent, limit or otherwise interfere with the right of the Council to terminate, without cause or right of appeal or grievance, the services of the City Manager at any time, except as set forth in this Section 7. Accordingly, City Manager agrees that this Agreement sets forth the only terms and conditions applicable to the termination of his employment. B. 180 “Breathing” Period. Up through and including the November 2024 municipal election cycle, City Manager shall not be removed during the 180-day period following any City election for membership on the City Council, or during the 180-day period following any change in membership of the City Council. For any election for membership on the City Council conducted after November 2024, this 180-day period shall be reduced to 90-days. DocuSign Envelope ID: 480C82B7-968D-41A1-BFB5-C99808DC7CDD 55575.18110\40968446.2 01/19/23 Page 6 of 12 C. Automatic Termination. This Agreement, and City Manager’s employment, shall automatically terminate, and the City Manager shall not be entitled to any Severance Payment, upon the happening of any of the following events: (1) Upon mutual agreement in writing by both Parties to terminate this Agreement. (2) Upon forty-five (45) calendar days’ notice of resignation given to City by the City Manager. (3) Upon retirement from full-time public service with the City pursuant to applicable CalPERS laws, rules and regulations. If the City Manager retires, the City Manager shall provide six (6) months’ advance notice. The City Manager’s actual retirement date will be mutually established. (4) Upon the death of the City Manager. (5) When the City Manager has been unable to perform all or substantially all of the essential functions of his position, with or without reasonable accommodation, due to illness or other disability for a period of three consecutive (3) months or longer. The failure of the City to enforce this provision for a period of three (3) consecutive months or longer shall not act as a waiver, and the City, upon a determination of a lack of substantial performance by the City Manager, shall be able to move forward with termination pursuant to this provision at any time after three (3) consecutive months of unavailability, regardless of how long it has waited for the City Manager’s availability to return prior to that date. D. Termination With or Without Cause. This Agreement, and City Manager’s employment, may be terminated without prior notice at any time, with or withou t cause, pursuant to the requirements as set forth below. (1) Without Cause - Severance. In the event, prior to March 6, 2026, City Manager is terminated without cause during such time that the City Manager is willing and able to perform his duties under this Agreement, other than under an automatic termination instance as provided for in Section 7(C) above, the City agrees to provide City Manager with a severance payment equal to twelve (12) months of pay. If City Manager is terminated on March 6, 2026 or later, in the fourth (4th) year of the Agreement, no severance shall be paid. The obligation to pay severance shall only arise and is contingent upon the City Manager’s execution of a Release Agreement, releasing the City from all claims known or unknown, substantially in conformity with the exemplar Release Agreement attached hereto as Exhibit “A”. Failure on the City Manager’s part to execute such a release alleviates the City from any duty to pay the severance associated with termination “without cause” pursuant to this section. (2) With Cause. In the event City Manager is terminated for cause by a vote of at least three (3) members of the City Council, he shall not be entitled to any severance pay or benefits. “Cause” shall only include the following reasons: (a) Acts of malfeasance or unethical behavior inconsistent with the ICMA Code of Ethics to the detriment of the City; DocuSign Envelope ID: 480C82B7-968D-41A1-BFB5-C99808DC7CDD 55575.18110\40968446.2 01/19/23 Page 7 of 12 (b) Refusal or failure to act in accordance with any legal requirement or specific lawful direction or lawful order made by of the majority of the City Council; (c) Unsatisfactory performance (as documented, in writing, with specificity, through the evaluation process described in section 6. Any allegation of unsatisfactory performance shall include a written description of the alleged performance deficiency as well as an opportunity for City Manager to correct such alleged deficiency within a reasonable time period, as determined by the City Council, which time period shall not be less than three months unless the City Council determines that there is an urgent need for correction, in which case a shorter time period shall be provided.), misconduct, dishonesty, habitual neglect, or incompetence; (d) If Employee is charged with, or convicted of (including a plea of no contest) crime involving dishonesty, breach of trust, or public conduct reflecting negatively on the City; (e) Creates physical or emotional harm to any person in violation of state or federal laws (no pending criminal prosecution need be in effect for termination due to such harm; rather the Council must only have a reasonable good faith belief based on evidence and an independent third party investigation); or, (f) Breaches any material term of this Agreement. (3) The provisions of California Government Code sections 53243 to 53243.4, as those sections now or hereafter exist are hereby incorporated by reference into this Agreement. Thus, if City Manager is convicted of a crime involving an abuse of his office or position, whether before or after release from emplo yment, City Manager shall fully reimburse the City for any severance pay, paid leave salary disbursed pending an investigation related to the crime, or legal criminal defense funds relevant to the crime. E. With Cause Procedure. Pursuant to Palm Springs Municipal Code section 2.08.010(b), upon any allegation that the City Manager has engaged in conduct that would result in his termination “for cause” as defined above, the City Manager shall be furnished with a written notice stating the Council’s intention to remove him and the reasons therefor at least thirty days before the effective date of his removal. Within seven days after the delivery to him of such notice, the City Manager may by written notification to the City Clerk request a public hearing before the Council. Thereafter the Council shall fix a time for the public hearing, which shall be held at its usual place of meeting before the expiration of the said thirty day period, and at which the City Manager shall appear and be heard. After furnishing the City Manager with written notice of intention to remove, the Council may suspend him from duty but his salary shall continue until his removal by resolution of the Council passed subsequent to the public hearing. The Council, in removing the City Manager, shall use its uncontrolled discretion and its action shall be final, and shall not depend upon any particular showing or degree of proof at the DocuSign Envelope ID: 480C82B7-968D-41A1-BFB5-C99808DC7CDD 55575.18110\40968446.2 01/19/23 Page 8 of 12 hearing, the purpose of which is to allow the City Manager publicly to present to the Council his grounds of opposition to removal prior to its action. In the event the Council, in its discretion, still finds merit to the allegations and terminates, the City Manager shall not be entitled to any severance and will be owed no further compensation. F. Suspension. The City Council by a vote of at least three (3) members of the City Council may suspend the City Manager with full pay and benefits at any time, for any duration, upon: (1) if the City Manager agrees to said suspension; or (2) upon the Council voting to suspend the City Manager. 8. Bonding The City shall bear the full cost of any fidelity or other bonds required of the City Manager, in the performance of his duties as City Manager. 9. Indemnification To the full extent of the law, as provided by the California Torts Claims Act (Government Code Section 810, et seq.), the City shall defend and indemnify the City Manager against all losses sustained by the City Manager in direct consequences of the discharge of the City Manager’s duties within the scope of his employment for the period of the City Manager’s employment. 10. Modification Any modification of this Agreement will be effective only if it is in writing and signed by both Parties. 11. 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. 12. Assignment Neither this Agreement, nor any right, privilege, or obligation of the City Manager hereunder shall be assigned or transferred by his without the prior written consent of the Council. Any attempt at assignment or transfer in violation of this provision shall, at the option of the Council, be null and void and may be considered a material breach of this Agreement. 13. Entire Agreement This Agreement supersedes any and all other agreements, either oral or in writing, between the City and the City Manager. This Agreement contains all of the covenants and agreements between the Parties with respect to the City Manager’s employment by the City in any manner whatsoever. Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding on either Party. 14. 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. DocuSign Envelope ID: 480C82B7-968D-41A1-BFB5-C99808DC7CDD 55575.18110\40968446.2 01/19/23 Page 9 of 12 15. Law Governing Agreement This Agreement shall be governed by and construed in accordance with the laws of the State of California. Venue shall be in Riverside County. 16. No Presumption of Drafter The Parties acknowledge and agree that the terms and provisions of this Agreement have been negotiated and discussed between the Parties, and this Agreement reflects their mutual agreement regarding the subject matter of this Agreement. Because of the nature of such negotiations and discussions, it would be inappropriate to deem any Party to be the drafter of this Agreement and, therefore, no presumption for or against validity or as to any interpretation hereof, based upon the identity of the drafter shall be applicable in interpreting or enforcing this Agreement. 17. Survival of Termination Many sections of this Agreement are intended by their terms to survive the City Manager’s termination of employment with the City. Where so intended, these sections shall survive termination of employment and termination of this Agreement. 18. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing Party shall be entitled to recover such amount as the court may award as reasonable attorneys’ fees and costs. 19. Notices A. Any notice to be given hereunder by either Party to the other shall be in writing and may be transmitted by personal delivery or mail, registered or certified, postage prepaid, with return receipt requested. Mailed notices shall be addressed to the following respective addresses: If To Employer: Mayor and City Council City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92262 Attn: Mayor If To Employee: [Address on file with the City] With Copy to: Best Best & Krieger LLP 655 West Broadway, 15th Floor San Diego, CA 92101 Attn: Palm Springs City Attorney B. Notices delivered personally shall be deemed communicated as of the date of actual receipt. Mailed notices shall be deemed communicated as of the date of mailing, plus two (2) days. DocuSign Envelope ID: 480C82B7-968D-41A1-BFB5-C99808DC7CDD 55575.18110\40968446.2 01/19/23 Page 10 of 12 20. Assistance of Counsel Each Party to this Agreement warrants to the other Party that it has either had the assistance of counsel in negotiation for, and preparation of, this Agreement or could have had such assistance and voluntarily declined to obtain it. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the 26th day of January 2023. CITY OF PALM SPRINGS By:____________________________ Grace Garner, Mayor EMPLOYEE By:______________________________ Scott Stiles ATTEST: By:_____________________________ Brenda Pree, City Clerk APPROVED AS TO FORM: BEST BEST & KRIEGER LLP By:_____________________________ Jeffrey S. Ballinger, City Attorney DocuSign Envelope ID: 480C82B7-968D-41A1-BFB5-C99808DC7CDD 55575.18110\40968446.2 01/19/23 Page 11 of 12 [EXHIBIT “A” - EXEMPLAR RELEASE AGREEMENT] This Agreement is entered into on ______________ 20__, by and between Scott Stiles (hereinafter “Employee”) and CITY OF PALM SPRINGS (hereinafter “City”). Employee is employed as City Manager for City. The Parties mutually desire to settle all of their present and possible future differences as follows: 1. SEPARATION TERMS. Employee agrees not to contest separation from work/ relationship as of _________, 20___ and to release all claims. City agrees to pay Employee severance pay in the total amount equal to [__________________]. The severance pay will be paid on City’s first regular payday following the date this Agreement. 2. GENERAL RELEASE. Employee voluntarily and irrevocably releases City and its councilmembers, officers, employees, fiduciaries, agents, successors, and assigns (collectively, “Released Parties”) from and against any and all individual relief claims, obligations, debts, demands, judgments, or causes of action of any kind whatsoever, known or unknown, actual or contingent, whether brought at law, in equity or otherwise, based on tort, contract, statute, or on any other basis, which Employee has or may have against any of (collectively, “Claims”), which arise from or are related to Employee’s employment or relationship with the City or any other Released Party or any other matter, cause or thing whatsoever which may have occurred involving Employee and any Released Party prior to the date of Employee’s acceptance of this Agreement. This release also includes all claims for equitable relief, actual, compensatory, consequential, punitive, special, multiple, or other damages, expenses (including without limitation attorneys’ fees and court costs. This release includes, without limitation, any and all Claims Employee has or may have against the City or any other Released Party arising under any federal, state, local, or foreign statute, common or other law. 3. CIVIL CODE SECTION 1542 WAIVER. Employee agrees that the release includes not only claims presently known but also include all unknown or unanticipated claims. Employee understands that he may later discover facts different from what they now believe to be true, which if known, could have materially affected this Agreement, but he nevertheless waives any claims or rights based on different or additional facts. Employee knowingly and voluntarily waives any and all rights or benefits that he may now have, or in the future may have, under the terms of Section 1542 of the California Civil Code, which provides as follows: DocuSign Envelope ID: 480C82B7-968D-41A1-BFB5-C99808DC7CDD 55575.18110\40968446.2 01/19/23 Page 12 of 12 A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXISTS IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. 4. RELEASE CARVE-OUT. Notwithstanding the provisions of paragraphs 2-3, Employee’s released claims shall not include any claims which expressly cannot be waived according to California Labor Code Section 2804. Nor shall anything in this Agreement be construed to prohibit Employee from filing a charge with or participating in any investigation or proceeding conducted by the PERB, EEOC, DFEH, or any other governmental agency. Notwithstanding the foregoing, Employee hereby agrees to, and does, waive her right to recover monetary damages in any charge or lawsuit filed by Employee or anyone else on his behalf. 5. CONFIDENTIALITY & NO DEFAMATION. Except as such disclosure of this Agreement may occur as required by law, Employee agrees the terms of this Agreement and all negotiations between the Parties shall be kept strictly confidential. The Parties shall keep confidential the details of the negotiations, the terms of this Agreement, Employee’s subjective opinion relating to the negotiations, and the Agreement itself. The Employee may respond to inquiries only by indicating that the separation was voluntary. City’s human resources personnel may respond only with dates of employment, job title, and salary. The Employee may not disparage councilmembers, employees, or vendors nor may Employee defame City, its council, management, employees, agents, officers, shareholders, or affiliates. Employee agrees to refrain from making public statements regarding his subjective opinion about City. These obligations are not intended to prohibit lawful interactions with governmental agencies as referred to in paragraph 4. THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. THE SIGNATORIES FULLY UNDERSTAND THE FINAL AND BINDING EFFECT OF THIS AGREEMENT AND ARE SIGNING VOLUNTARILY. Date: _____________________ ______________________________ Scott Stiles Date:________________________ CITY OF PALM SPRINGS By:___________________________ [NAME & TITLE OF REPRESENTATIVE] DocuSign Envelope ID: 480C82B7-968D-41A1-BFB5-C99808DC7CDD