HomeMy WebLinkAboutC-2691 C-Zk, 1
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement (the "Second Amendment") is made
this 1st day of May, 2018, and by and between the City of Arcadia ("City") and Dominic
Lazzaretto ("Manager"), parties to the Employment Agreement dated March 26, 2012, as
amended by the First Amendment to Employment Agreement dated April 1, 2014 (the
"Agreement").
RECITALS
A. City and Manager have met to perform the annual performance evaluation
referenced in Section 6 of the Agreement and wish to amend certain terms and conditions
of the Agreement.
B. Section 6(c) of the Agreement provides for adjustments in Base Salary and/or
benefits of Manager upon completion of the annual performance evaluation.
C. City and Manager wish to extend the term of the Agreement and provide for Base
Salary adjustments similar to those provided to all City employees during the recent labor
negotiations process and have determined that such extension and adjustments are to
the mutual benefit of City and Manager.
AMENDMENTS
In consideration of the mutual promises, covenants, guaranties, and conditions contained
herein and for other good and valuable consideration, the City and Manager agree to the
terms and conditions set forth in this Second Amendment.
1. The following shall be appended to Section 3 (Base Salary) of the Agreement:
"Commencing on April 1, 2018, City agrees to increase Manager's Base Salary in
the amount of Two Percent (2.00%) to the sum of Two Hundred Twenty Six
Thousand Six Hundred Seventy One Dollars and Fifty Four Cents ($226,671.54)
per year, or Eighteen Thousand Eight Hundred Eighty Nine Dollars and Thirty
Cents ($18,889.30) per month, exclusive of benefits. Commencing on April 1,
2019, City agrees to increase Manager's Base Salary in the amount of Two
Percent (2.00%) to the sum of Two Hundred Thirty One Thousand Two Hundred
Four Dollars and Ninety Seven Cents ($231,204.97) per year, or Nineteen
Thousand Two Hundred Sixty Seven Dollars and Eight Cents ($19,267.08) per
month."
2. Section 11 (Effective Date and Term) is amended to read in full as follows:
"The Effective Date of this Agreement shall be March 26, 2012. Subject to City's
right to terminate Manager's employment at any time, the Term of this Agreement
Page 1 of 2
is eight (8) years from the Effective Date, and shall automatically renew itself for
successive twelve (12) month periods unless City notifies Manager of its intent to
terminate this Agreement at least twelve (12) months prior to the end of its eight
(8) year Term or any successive twelve (12) month Term."
3. Upon the effective date of this Second Amendment, Manager shall receive a one-
time cash payment of Three Hundred Forty Eight Dollars and Seventy-Three Cents
($348.73) in lieu of providing Manager with a retroactive Base Salary adjustment
equal to that amount previously received by all other City employees on April 1,
2018. Such one-time payment shall be subject to taxation and reported similar to
any other Salary payments received by Manager.
4. Except as set forth in this Second Amendment, the Agreement is unaffected and
shall continue in full force and effect in accordance with its terms. If there is any
conflict between this Second Amendment and the Agreement, the terms of this
Second Amendment will prevail.
IN WITNESS WHEREOF, the Parties hereto have executed this Second
Amendment to Employment Agreement, which shall be effective as of May 1, 2018.
CITY: CITY MANAGER:
AAL Dominic Lazzaret •
ayor of the City of Arcadia
Date:
1v 3 Date: tJl� y 2-t)ISATTEST:
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City Of Arcadia
APPROVED AS TO FORM:f
Stephen P. Deitsch
City Attorney
Page 2 of 2
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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (the "Amendment ") is made between
the City of Arcadia ( "City ") and Dominic Lazzaretto ( "Manager "), parties to the
Employment Agreement dated March 26, 2012 (the "Agreement ").
RECITALS
A. City and Manager have met to perform the annual performance evaluation
referenced in Section 6 of the Agreement and wish to amend certain terms and
conditions of the Agreement.
B. Section 6(c) of the Agreement provides for adjustments in Base Salary and /or
benefits of Manager upon completion of the annual performance evaluation.
C. City and Manager wish to extend the term of the Agreement and provide for Base
Salary adjustments similar to those provided to all City employees during the recent
labor negotiations process. Such extensions and adjustments are to the mutual benefit
of City and Manager.
AMENDMENTS
In consideration of the mutual promises, covenants, guaranties, and conditions
contained herein and for other good and valuable consideration, the City and Manager
agree to the terms and conditions set forth in this Amendment.
1. Section 3 (Base Salary) of the Agreement is amended to read in full as follows:
"Commencing on the Effective Date of this Agreement, City agrees to pay
Manager an annual Base Salary, exclusive of benefits, in the sum of One
Hundred Ninety -Nine Thousand Six Hundred Fifty Dollars ($199,650) per year, or
Seven Thousand Six Hundred Seventy Eight Dollars and Eighty Five Cents
($7,678.85) per pay period, gross, payable in installments at the same time and
by the same methods as other City employees are regularly paid. Commencing
on July 1, 2013, City agrees to increase Manager's Base Salary in the amount of
One Point Two Eight Three Percent (1.283 %). Commencing on April 1, 2014,
City agrees to pay Manager an annual Base Salary in the sum of Two Hundred
Eight Thousand Three Hundred Eighty -Eight Dollars ($208,388) per year, or
Eight Thousand Fourteen Dollars and Ninety -Two Cents ($8,014.92) per pay
period. Manager shall receive an increase in Base Salary in the amount of Two
Percent (2.00 %) effective July 1, 2015, and on July 1, 2016, and in the amount of
Two and One -Half Percent (2.50 %) effective July 1, 2017. Said Base Salary
increases shall be apart from any Base Salary increases provided on the basis of
merit as approved by the Council, in its sole discretion, during the term of this
Agreement. Nothing set forth herein shall prohibit the Council from reducing the
Base Salary of Manager due to budgetary or similar constraints, on condition that
any such reduction shall not exceed the average reduction applicable to all
Executive Management employees of the City at the time of reduction in
Manager's Base Salary. Furthermore, Manager, in his sole discretion, may elect
not to receive any Base Salary increase provided hereunder; provided, however,
if Manager elects not to receive a Base Salary increase provided hereunder, said
Base Salary increase shall be subsequently implemented, on a prospective basis
only, upon written request of Manager."
2. The first paragraph of Section 4(f) (Supplemental Benefits) of the Agreement is
amended to read in full as follows:
"Except as provided otherwise herein, Manager shall receive any and all other
supplemental benefits including, but not limited to, vacation, sick leave,
administrative leave, holiday pay, health, dental, life insurance, disability
insurance, retirement benefits (PERS), physical examination, and tuition
reimbursement, as are generally available to Non - Safety Executive Management
employees of the City as provided by applicable City Resolutions and Personnel
Rules. Except as otherwise provided herein, all actions undertaken by City
relating to supplemental benefits for Non - Safety Executive Management
Employees of the City shall be considered actions affecting the same benefits
applicable to Manager. "
3. Section 11 (Effective Date and Term) is amended to read in full as follows:
"The Effective Date of this Agreement shall be March 26, 2012. Subject to City's
right to terminate Manager's employment at any time, the Term of this
Agreement is six (6) years from the Effective Date, and shall automatically renew
itself for successive twelve (12) month periods unless City notifies Manager of its
intent to terminate this Agreement at least twelve (12) months prior to the end of
its six (6) year Term or any successive twelve (12) month Term."
4. Upon the effective date of this Amendment, Manager shall receive a one -time
cash payment of Two Thousand Ninety Dollars ($2,090) in lieu of providing
Manager with a retroactive Base Salary adjustment equal to that amount
previously received by all other City employees on July 1, 2013. Such one -time
payment shall be subject to taxation and reported similar to any other Salary
payments received by Manager.
5. Except as set forth in this Amendment, the Agreement is unaffected and shall
continue in full force and effect in accordance with its terms. If there is conflict
between this Amendment and the Agreement, the terms of this Amendment will
prevail.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth hereinabove.
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Mayor of •/ Arcadia
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Arcadia Clerk
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APPROVED AS TO FORM:
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Stephen P. Deitsch
City Attorney
CITY MANAGER:
Dominic Lazzaret o
EMPLOYMENT AGREEMENT
This Agreement between the City of Arcadia ( "City ") and Dominic Lazzaretto
( "Manager ") is made this 26th day of March, 2012 ( "Effective Date ").
RECITALS
A. City desires to employ Dominic Lazzaretto as the City Manager of the City
of Arcadia as provided by the Arcadia City Charter Section 600 et seq. and the terms
and conditions set out herein.
B. Manager desires to serve as City Manager of the City of Arcadia on the
terms and conditions set out herein.
AGREEMENT
NOW, THEREFORE, the parties agree as follows on the terms and conditions of
Manager's employment.
1. DUTIES
City hereby employs Manager, and Manager hereby accepts employment, as
City Manager of the City. Manager shall perform the functions and duties specified for
the City Manager of the City in the Arcadia City Charter Section 601 and other
ordinances, resolutions and policies of the City and shall perform such other legally
permissible and proper duties and functions as the City Council of the City (the
"Council ") may from time to time assign, consistent with the Arcadia City Charter and
other applicable law. Manager agrees to perform all such functions and duties to the
best of his ability and in a lawful, efficient and competent manner. Pursuant to Arcadia
City Charter Section 600, Manager shall at all times serve at the will and pleasure of the
Council ("'at will' employment status ").
2. SEVERANCE AND SEVERANCE PAY AND BENEFITS
(a) In the event that Manager is involuntarily terminated without cause
by the Council, City agrees, subject to the following conditions, to pay Manager within
fifteen (15) days of the later to occur of (i) the date of termination of employment or (ii)
the date of final determination by the Council of the matters subject to a hearing as set
forth in this paragraph, a lump sum cash payment ( "Severance Pay ") equal to nine (9)
months of the Base Salary Manager is receiving on the date of the Council's action to
terminate Manager, less legally required or authorized deductions. City shall also
continue the health benefits being provided to Manager at the time of termination until
the expiration of the period of Severance Pay or until Manager finds other employment,
whichever occurs first ( "Severance Benefits "). However, in the event Manager is
terminated with cause due to the reasonable determination of the Council that Manager
has committed either (i) any illegal act involving personal gain to Manager, (ii) gross
negligence or (iii) malfeasance, then, and in that event, City shall have no obligation to
pay the Severance Pay and Severance Benefits. In the event that Manager disputes
the Council's determination of cause and the denial of Severance Pay and Severance
Benefits, Manager may submit the dispute to binding arbitration. A written arbitration
claim must be submitted to the City Clerk within ten (10) days of the date that the
Council notifies Manager of his termination for cause under this Section, otherwise
Manager's right to contest the denial of Severance Pay and Severance Benefits is
waived. Said arbitration shall be conducted under the Expedited Labor Arbitration
Procedures of the American Arbitration Association. City shall bear the cost of the
arbitrator and related administrative expenses charged by the American Arbitration
Association and each party shall be responsible for its own attorneys' fees and other
costs. The sole issue before the Arbitrator shall be whether Manager's termination was
for cause as defined in this Agreement. If the arbitrator affirmatively determines that
Manager's termination was for cause as defined in this Agreement, Manager shall not
be entitled to payment of Severance Pay and Severance Benefits. If the arbitrator
determines that Manager's termination was without cause as defined in this Agreement,
Manager shall be entitled to the Severance Pay and Benefits as if terminated without
cause under this Agreement. Manager agrees that this arbitration provision shall be his
sole and exclusive remedy upon termination of his employment and City and Manager
agree that the arbitrator's decision shall be final and binding and not be subject to
judicial review. Payment of Severance Pay and Severance Benefits shall be
conditioned upon Manager executing a general release and waiver of any and all claims
against City, its officers, employees and agents, in such form as may reasonably be
required by City. Severance Pay and Severance Benefits shall not be payable unless
and until Manager executes such general release and waiver of any and all claims
against City, its officers, employees and agents, and until expiration of all consideration
and revocation rights as provided by law at the time of termination of Manager's
employment and this Agreement.
(b) In the event Manager resigns his employment as Manager, then
Manager shall give City at least six (6) weeks notice of resignation in writing in advance
of the date of resignation, unless mutually agreed upon otherwise. If Manager resigns
or retires voluntarily, then City shall have no obligation to pay Severance Pay and
Severance Benefits to Manager.
(c) Manager agrees that in the event Manager's employment is
terminated, with or without cause, under no circumstances will Manager be entitled to
contest the existence or nature of Manager's "at will" employment status, nor will
Manager be entitled to seek or receive the remedy of reinstatement to employment with
the City in any arbitration, administrative or legal forum. Manager agrees that the sole
issue for resolution upon termination of Manager's employment will be whether or not
City is obligated to pay to Manager Severance Pay and Severance Benefits, as
provided in Section 2.(a), above .
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(d) Notwithstanding any other provision herein, in accordance with
Government Code Sections 3511.2 and 53260, the Severance Pay and Severance
Benefits that Employee may receive in the event of the termination of this Agreement
shall not exceed an amount equal to the monthly Base Salary of Employee multiplied by
the number of months left on the unexpired term of this Agreement.
(e) Pursuant to Government Code Sections 53243, 53243.1 and
53243.2, which became effective on January 1, 2012, if Manager is convicted of a crime
involving an abuse of his office or position, all of the following shall apply: (1) if Manager
is provided with administrative leave pay pending an investigation, Manager shall be
required to fully reimburse City such amounts paid; (2) if City pays for the criminal legal
defense of Manager (which would be in its sole discretion, as it is generally not
obligated to pay for a criminal defense), Manager shall be required to fully reimburse
City such amounts paid; and (3) if this Agreement is terminated, any Severance Pay
and Severance Benefits related to the termination that Manager may receive from City
shall be fully reimbursed to City or void if not yet paid to Manager. For purposes of this
Section, abuse of office or position means either: (1) an abuse of public authority,
including waste, fraud, and violation of the law under color of authority; or (2) A crime
against public justice, including, but not limited to, a crime described in Title 7
(commencing with Section 92) of Part 1 of the Penal Code.
3. BASE SALARY
Commencing on the Effective Date of this Agreement, City agrees to pay
Manager an annual Base Salary, exclusive of benefits, in the sum of One Hundred
Ninety -Nine Thousand Six Hundred Fifty Dollars ($199,650) per year, or Sixteen
Thousand Six Hundred Thirty Eight Dollars ($16,638.00) per month, gross, payable in
installments at the same time and by the same methods as other City employees are
regularly paid. Effective the first pay period that includes July 1, 2013, Manager shall
receive an increase in Base Salary in an amount equal to the lesser of Two and One
Third percent (2.33 %) or the increase in the cost of living based on the California
Consumer Price Index for Urban Wage Earners and Clerical Workers calculated by the
Department of Industrial Relations for the twelve (12) month period ending on May 31,
2013. Said Base Salary increase shall be apart from any Base Salary increases
provided on the basis of merit as approved by the Council, in its sole discretion, during
the term of this Agreement. Nothing set forth herein shall prohibit the Council from
reducing the Base Salary of Manager due to budgetary or similar constraints, on
condition that any such reduction shall not exceed the average reduction applicable to
all management employees of the City at the time of reduction in Manager's Base
Salary. Furthermore, Manager, in his sole discretion, may elect not to receive any Base
Salary increase provided hereunder; provided, however, if Manager elects not to
receive a Base Salary increase provided hereunder, said Base Salary increase shall be
subsequently implemented, on a prospective basis only, upon written request of
Manager.
:
4. BENEFITS
(a) Vacation Leave. Manager shall accrue vacation at the rate of 5.23
hours per two week period (or as otherwise adjusted generally for other management
employees). Manager shall receive twenty (20) hours of vacation time upon
commencement of employment.
(b) Sick Leave. Manager shall accrue sick leave at the rate for
management employees as that may be adjusted from time to time. Accrued and
unused sick leave shall not be subject to buy -back annually or upon termination.
Manager shall also receive on commencement of employment a sick leave bank of
ninety -six (96) hours which is provided to executive staff pursuant to Resolution No.
5842.
(c) Management Leave. Manager shall receive Eighty (80) hours of
management leave annually which cannot be carried over from year to year.
(d) Vehicle Allowance. Manager shall be provided an automobile
allowance of Three Hundred Seventy Five Dollars ($375.00) per month. Manager shall
be responsible for paying for liability, property damage and comprehensive liability
insurance and for the purchase, operation, maintenance, repair and regular
replacement of said automobile. City shall be named as an "additional- insured" on any
such comprehensive liability insurance policy, and such policy shall cover both
professional and personal use of the automobile. Manager shall provide to City proof of
such insurance and the endorsement naming the City as an "additional insured."
(e) IRC §457 Plan. Effective March 26, 2012 City shall contribute
Three Thousand Nine Hundred Dollars ($3,900.00) per year, in equal monthly
installments, to the IRC §457 plan on Manager's behalf.
(f) Supplemental Benefits. Except as provided otherwise herein,
Manager shall receive any and all other supplemental benefits including, but not limited
to, vacation, sick leave, administrative leave, holiday pay, health, dental, life insurance,
disability insurance, retirement benefits (PERS), physical examination, and tuition
reimbursement, as are generally available to management employees of the City as
provided by applicable City Resolutions and Personnel Rules. Except as otherwise
provided herein, all actions undertaken by City relating to supplemental benefits for
management employees of the City shall be considered actions affecting the same
benefits applicable to Manager.
Manager shall receive a monthly cell phone /technology allowance of
Eighty Dollars ($80.00) and will be responsible for providing his own cell phone.
Manager shall also receive an annual allowance of Five Hundred Dollars ($500.00) to
be used toward health club membership and other health related expenses.
!l
City shall not at any time during the Term of this Agreement reduce the
Base Salary, compensation or other employment benefits of Manager, except as
permitted by this Agreement.
5. PROFESSIONAL DEVELOPMENT, OUTSIDE PROFESSIONAL
ACTIVITIES AND GENERAL EXPENSES
(a) Professional Development.
(i) Subject to the Council's discretion to adopt and amend the
budget, City agrees to pay for professional dues and subscriptions on behalf of
Manager which are reasonably necessary, as determined by the Council, for the
Manager's continuation and full participation in national, regional, state or local
associations and organizations necessary and desirable for Manager's continued
professional participation, growth and advancement, or for the good of the City.
Furthermore, City shall pay for any additional professional dues and subscriptions as
may be approved by the Council from time to time. Manager shall provide to Council a
current list of such professional and subscriptions, and shall periodically update the list
to keep it current.
(ii) Subject to the Council's discretion to adopt and amend the
budget, City agrees to pay the travel and subsistence expenses of Manager for official
travel, meetings and events reasonably necessary to continue the professional
development of Manager and reasonably necessary to fulfill official and other functions
for the City, all as determined to be reasonable and necessary by the Council. Such
meetings and events shall include, but not be limited to, the annual International City
Management Association meeting, meetings of the League of California Cities and other
national, regional, state and local conferences of governmental groups and committees
in which Manager serves as a member.
(b) Outside Professional Activities. Manager agrees to remain in
the exclusive employ of the City of Arcadia while employed by the City of Arcadia. The
term "employed" however, shall not be construed to prohibit occasional teaching,
writing, speaking or consulting performed by Manager on his time off, even if outside
compensation is provided for such services. Said activities are expressly allowed,
provided that in no case is any activity allowed which would present a conflict of interest
with, or detriment to, the City of Arcadia. In the event overnight travel is required for
such non -City related business, the City Council shall be notified in advance. De
minimis use of City equipment for such purposes is hereby authorized.
(c) General Expenses. City recognizes that certain expenses of a
non - personal and generally job - affiliated nature are incurred by the Manager, including
participation in civic and other local organizations, and hereby agrees to reimburse or
pay said general expenses if reasonably incurred.
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Subject to the Council's discretion to adopt and amend the budget, the
City Treasurer (or other designated employee) is hereby authorized to disburse funds
as needed to fulfill all provisions of this Agreement upon receipt of duly executed
expense or petty cash vouchers, receipts, statements or personal affidavits.
Subject to the Council's discretion to adopt and amend the budget, City
will provide all equipment necessary for the completion of Manager's duties. This
equipment shall include, but not be limited to, computers and other electronic devices
deemed appropriate by Manager. City acknowledges and approves that certain
personal use of this equipment may take place. Said equipment provided hereunder
shall remain the property of the City and shall be returned to the City, along with all
other City property in the possession of Manager, upon termination of employment.
City shall bear full cost of any fidelity or other bonds required of Manager
under any law or ordinance.
6. PERFORMANCE EVALUATION
(a) The Council and Manager may annually define such goals and
objectives for the City which they determine necessary for the proper operation of the
City in the attainment of the Council's policy objectives, and the Council and Manager
may further establish a priority among those various goals and objectives to be reduced
to writing. The process of considering the establishment and priority of goals and
objectives of the City shall be conducted and completed generally about January of
each year.
(b) The Council, following informal and nonbinding consultation with
Manager, shall periodically establish goals and objectives regarding the performance of
Manager. The Council shall review and evaluate the performance of Manager at least
once annually, generally about January of each year. Notwithstanding any term or
provision of this Agreement to the contrary, Manager shall serve at the will and pleasure
of the Council, and the Council shall be entitled to terminate the employment of
Manager without cause.
(c) In recognition of the accomplishment of goals and objectives and
excellent performance, a merit increase in Base Salary and /or benefits of Manager may
be granted to Manager by the Council. Nothing herein shall be deemed to change the
"at will" employment status of Manager.
7. TERMS OF EMPLOYMENT
The Council, following informal and nonbinding consultation with Manager,
may by motion, resolution or written amendment to this Agreement approved as an
official Council meeting agenda item, fix any other terms and conditions of employment
as it may determine, from time to time, relating to the performance of Manager, provided
such terms and conditions are not prohibited by the provisions of this Agreement, the
Arcadia City Charter or any other rules or regulations of the City.
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8. CONFLICT OF INTEREST PROHIBITION
It is understood and agreed that because of the duties of Manager within
and on behalf of the City of Arcadia and its citizenry, Manager shall not, during the Term
of this Agreement, individually, as a partner, joint venturer, officer or shareholder, invest
or participate in any business venture conducting business in the corporate limits of the
City of Arcadia, except for stock ownership in any company whose capital stock is
publicly held and regularly traded, without prior approval of the City Council. For and
during the Term of this Agreement, Manager further agrees, except for a personal
residence or residential property acquired or held for future use as his personal
residence, not to invest in any other real estate or property improvements within the
corporate limits of the City of Arcadia without the prior consent of the City Council.
9. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties
concerning the subject matter set forth herein and no promise, representation, warranty
or covenant not included in this Agreement has been or is relied upon by any party
hereto concerning the offer and acceptance of employment described herein.
10. NO CONTINUING WAIVER
No waiver of any term or condition of this Agreement by either party shall
be deemed a continuing waiver of such term or condition.
11. EFFECTIVE DATE AND TERM
The Effective Date of this Agreement shall be March 26, 2012. Subject to
City's right to terminate Manager's employment at any time, the Term of this Agreement
is three (3) years from the Effective Date, and shall automatically renew itself for
successive twelve (12) month periods unless City notifies Manager of its intent to
terminate this Agreement at least twelve (12) months prior to the end of its three (3)
year Term or any successive twelve (12) month Term.
12. INDEMNIFICATION
City shall defend, hold harmless and indemnify Manager against any
claim, demand or other legal action as required by applicable law.
13. SEVERABILITY
In the event that any provision of this Agreement is held or determined to
be illegal, invalid or void by reason of any final, non - appealable judgment, order, or
decision of a court having jurisdiction over the parties, the remainder of the Agreement
shall remain in full force and effect unless the parts found to be illegal, invalid or void
are wholly inseparable from the remaining portion of the Agreement.
7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth hereinabove.
CITY:
NIzINWAVOW
rel "I "' y
ATTEST:
L 'lll:�l I� '�� � ��►t
City of A
APPROVED AS TO -FORM:
Stephen P. Deitsch
City Attorney
P
MANAGER: