HomeMy WebLinkAbout18 - Eighth Amended and Restated Employment Agreement for City AttorneyQ �EwPpRT
CITY OF
s NEWPORT BEACH
`q44:09 City Council Staff Report
July 8, 2025
Agenda Item No. 18
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Grace K. Leung, City Manager - 949-644-3001,
gleung@newportbeachca.gov
PREPARED BY: Tara Finnigan, Assistant City Manager - 949-644-3035,
tinnigan@newportbeachca.gov
TITLE: Eighth Amended and Restated Employment Agreement for City
Attorney
ABSTRACT:
Pursuant to Article VI of the City Charter of the City of Newport Beach, the city attorney
is appointed by and serves at the pleasure of the City Council. From time to time, the City
Council and the city attorney may renegotiate employment terms, including adjustments
to compensation and/or benefits.
The terms and conditions of City Attorney Aaron Harp's employment are currently defined
by his Seventh Amended and Restated Employment Agreement. On February 25 and
April 15, 2025, the City Council met with and conducted the city attorney's annual
performance evaluation. As a result, an Eighth Amended and Restated Employment
Agreement (Employment Agreement) for the City Attorney is presented for the City
Council's consideration.
RECOMMENDATIONS:
a) Determine this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because
this action will not result in a physical change to the environment, directly or indirectly;
b) Approve and authorize the Mayor to execute the Eighth Amended and Restated
Employment Agreement between the City of Newport Beach and City Attorney Aaron
C. Harp, subject to the terms and conditions approved by the City Council;
c) Adopt Resolution No. 2025— _,A Resolution of the City Council of the City of Newport
Beach, California, Amending the Salary Schedule and Adopting a New Salary Range
for the City Attorney, and
d) Approve Budget Amendment No. 26-007, appropriating $30,512 from unappropriated
General Fund balance to various salary and benefit accounts to implement the terms
of the Agreement for FY 2025-2026.
18-1
Eighth Amended and Restated Employment Agreement for City Attorney
July 8, 2025
Page 2
DISCUSSION:
Aaron C. Harp was appointed as the city attorney for the City of Newport Beach on
September 6, 2011. His current employment terms are outlined in a Seventh Amended
and Restated Employment Agreement (Seventh Amended Agreement) which was
approved by the City Council on March 22, 2022. The Seventh Amended Agreement
provided for:
1. Term: A term from March 22, 2022, through December 30, 2028.
2. Base Salary and Adjustments: An annual Base Salary of $270,000, which is now
$310,339, because of contract amendment(s) and cost -of -living adjustments tied to
Key and Management Executive Management Employees (Management
Employees).
3. Annual Physical Exam: An annual physical exam of up to a maximum of $1,000.
4. Phone Allowance: A phone allowance that is equal to the phone allowance provided
to any Executive Management Employee (Phone Allowance).
5. Automobile Allowance: An auto allowance of $500 per month (Auto Allowance).
6. Deferred Compensation: A City paid contribution to his 401(a) defined contribution
plan in the total amount of $14,500 in calendar year 2022, which is currently $22,000
per calendar year based on annual adjustments provided for in the Seventh Amended
Agreement.
7. CalPERS Contribution: An initial CalPERS contribution of 13%, which is currently
11.5% (tied to the same formula or percentage contribution as is applied to the Tier I
non -safety members of the Key and Management Group covered under the
Compensation Plan and for the same duration).
8. Severance Benefit: A severance provision that provides for a cash settlement equal
to his monthly base salary, multiplied by the number of months left on the unexpired
term of the Seventh Amended Agreement, not to exceed 18 or 12 months, depending
on the date of termination.
For the City Council's consideration is an Eighth Amended and Restated Employment
Agreement (Eighth Amended Agreement, which is attached hereto as Attachment A),
which provides for the following:
1. Term: A term from July 8, 2025, through December 30, 2028
2. Base Salary and Adjustments: An annual Base Salary of $322,752, which would be
adjusted by the same percentage salary schedule/cost-of-living adjustment, if any,
approved by the City Council for Management Employees, as outlined in the
Compensation Plan. For instance, if the Management Employees receive a cost -of -
living adjustment of 5% after July 8, 2025, the city attorney's base salary will increase
by 5%.
3. Performance Bonus: A lump sum performance bonus of 2.5% of his base salary, as
adjusted, payable on the next normal payday that includes December 26, 2025, and
annually thereafter.
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Eighth Amended and Restated Employment Agreement for City Attorney
July 8, 2025
Page 3
4. Phone Allowance: A Phone Allowance that is equal to the phone allowance provided
to any Management Employees, which is the same as his current allowance.
5. Automobile Allowance: An Auto Allowance of $500 per month, which is the same as
his current allowance.
6. Deferred Compensation: A City paid contribution to his 401(a) defined contribution
plan in an annual amount that is equal to half of the current adjusted total contribution
limit under section 415(c)(1)(A) in effect. For calendar year 2025, the total City paid
contribution will be $35,000.
7. CalPERS Contribution: An initial CalPERS contribution of 11.5% (tied to the same
formula or percentage contribution as is applied to the Tier 1 non -safety members of
the Key & Management Group covered under the Compensation Plan and for the
same duration). For instance, if the Management Employees CalPERS contribution
is reduced from 11.5% to 8% after July 8, 2025, the city attorney's CalPERS
contribution will decrease to 8%.
8. Severance Benefit: A severance provision that generally provides that if the city
attorney does not resign before the end of the term and the Eighth Amended
Agreement is not terminated for cause, the City will pay his severance equal to his
annual base salary times 12 or the number of months left on the unexpired term of
the contract, whichever is less.
Should the Council approve the Eighth Amended Agreement, Human Resources and
Finance Department staff will work together to implement the terms. Consistent with the
Council's stated goal of transparency, the employment agreement will also be published
on the City's website, readily available for public review.
FISCAL IMPACT:
The estimated cost associated with the Eighth Amended and Restated Employment
Agreement for the City Attorney is $440,176. Budget Amendment No. 26-007
appropriates $30,512 in increased expenditure appropriations from the General Fund
unappropriated fund balance.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
18-3
Eighth Amended and Restated Employment Agreement for City Attorney
July 8, 2025
Page 4
ATTACHMENTS:
Attachment A
— Employment Agreement
Attachment B
— Resolution No. 2025 —
Attachment C
— Estimate of Costs Associated with Amended Agreement
Attachment D
— Budget Amendment
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ATTACHMENT A
CITY OF NEWPORT BEACH
EIGHTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT
CITY ATTORNEY
This EIGHTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT
("Agreement") is made effective as of July 8, 2025 ("Effective Date") and is entered into
by and between the CITY OF NEWPORT BEACH, a California municipal corporation and
Charter City ("Employer" or "City") and AARON C. HARP ("Employee"), an individual
(sometimes collectively referred to herein as "the Parties").
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws of
the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of the City.
B. Employee has been continuously employed by City as City Attorney since September
6, 2011. Employee is currently employed under a Seventh Amended and Restated
Employment Agreement approved March 22, 2022 ("Employment Agreement").
C. The Parties mutually agree that they intend for this Agreement to supersede all prior
Employment Agreements, and that upon execution of this Agreement, any prior
Employment Agreements shall have no force or effect.
D. The Parties also mutually agree that this form of Agreement reflects the terms and
conditions under which the Parties intend and desire to continue Employee's
employment, and that there are no other Agreements between them oral, written, or
implied.
NOW, THEREFORE, it is mutually agreed by and between the undersigned Parties
as' follows:
SECTION 1: Term
A. This Agreement shall become effective July 8, 2025, and shall terminate on December
30, 2028, subject to the City's right to terminate Employee's employment at any time
as provided for in this Agreement, and Section 600 of the City Charter.
B. City's election not to extend this Agreement shall not entitle Employee to Severance
pursuant to Section 7 of this Agreement.
Harp Employment Agreement
Page 1 of 16
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SECTION 2: Duties and Authority
Employer agrees to continue to employ Employee as City Attorney, to exercise the
powers and authority and to perform the functions and duties specified in the Newport
Beach City Charter, the Newport Beach Municipal Code ("NBMC") and all relevant
resolutions, rules, regulations, procedures, applicable job description(s) and state codes,
as they currently or may in the future exist. Employee shall exercise such power and
authority and perform such other functions and duties, not inconsistent with this
Agreement, as Employer, by its City Council, may legally assign.
SECTION 3: Compensation and Performance Evaluation.
A. Employee's base salary shall be Three Hundred Twenty -Two Thousand, Seven
Hundred, Fifty -Two Dollars and no/100 ($322,752) ("Base Salary), which shall go into
effect for the entire pay period that includes July 8, 2025, and is within the approved
salary range for the position.
B. After the Effective Date of this Agreement, the Base Salary shall be adjusted based
on the percentage salary schedule/cost-of-living adjustment, if any, approved by the
City Council for Key and Executive Management Employees, as outlined in the Key
and Management Compensation Plan ("Compensation Plan"), and shall be paid in the
same manner. The Parties expressly agree that the salary schedule for the City
Attorney position, as adopted by the City Council via resolution, shall be adjusted as
necessary to ensure that the Base Salary remains within the approved salary range
for the position.
C. The Base Salary and compensation payable to Employee shall be subject to
deductions and withholdings of all sums required for federal or state income tax,
pension contributions, and all other taxes, deductions or withholdings required by then
current state, federal or local law, prorated and paid on Employer's normal paydays
for' Key and Management Executive Management Employees ("Management
Employees"). Employer shall also deduct sums Employee is obligated to pay because
of participation in plans or programs described in Section 4 of this Agreement.
D. Employer, by the City Council, and Employee may set mutually agreed upon
objectives for each year under this Agreement. Employer, by the City Council, may
elect to conduct an evaluation of Employee's performance at any time or times during
the period in which this Agreement remains in effect.
E. Effective December 26, 2025, and annually thereafter, Employee shall receive a lump
sum performance bonus in the sum of two and one-half percent (2.5%) of his annual
Base Salary, as adjusted ("Performance Bonus"), which shall be payable on the
Harp Employment Agreement Page 2 of 16
': .
normal payday that includes December 26. The Parties agree that this payment is
non-PERSable and will not be reported to CaIPERS.
F. Employee's compensation as discussed under this Section is not tied to the
compensation of any other City employee or group of City employees, except as
expressly provided in this Agreement.
SECTION 4: Employee Benefits.
A. Benefit Balances Carried Over. Employee shall not have a break in employment
service between the prior Employment Agreement and this Agreement. All of
Employee's accrued leave and other benefit balances shall carry over as agreed, and
Employee's leave and benefit balances shall continue to accrue under the terms of
applicable City policies and this Agreement.
B. Flex Leave. Employee shall accumulate Flex Leave as provided in the Compensation
Plan, Executive Management category, at the rate designated for Employee's years
of service in the "15 and over" category. Employee's maximum accrual for Flex Leave
is limited to four hundred (400) hours. No Flex Leave shall further accrue beyond said
maximum. The right to sell back accumulated Flex Leave shall be the same as other
Management Employees and shall comply with the Leave Sellback provisions set forth
in the Compensation Plan.
C. Administrative Leave. Employee shall be entitled to eighty (80) hours of paid
Administrative Leave each year. Employee shall be credited with eighty (80) hours of
paid Administrative Leave on the first pay period in January of each calendar year.
Administrative Leave will not rollover from calendar year to calendar year and must
be used each calendar year or no additional entitlement above eighty (80) hours shall
arise or occur. Upon separation from employment, Employee shall be entitled to
payment of any hours remaining of the eighty (80) entitled hours that were not used
in the calendar year. Consistent with the Compensation Plan, there is no right to sell
back any accumulated Administrative Leave.
D. Additional Benefits. Unless otherwise provided in this Agreement, Employee shall
receive the same benefits as are available to Management Employees under the
Compensation Plan and/or Employee Policy Manual ("EPM"), including, but not limited
to, cafeteria benefits, LIUNA Supplemental Pension, IRS Section 125 Flexible
Spending Accounts, short-term and long-term disability plans, life insurance plans,
holiday pay, Holiday Closure Leave, and deferred compensation plans. This
Agreement shall be deemed amended whenever the City Council adopts a resolution
or acts changing these benefits under the Compensation Plan and/or EPM.
Harp Employment Agreement Page 3 of 16
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E. Automobile Allowance. Employee's duties require Employee to be available and to
respond to demands of City business at all times and outside of regular business
hours, including weekends. Employer shall, therefore, pay to Employee an Automobile
Allowance of Five Hundred Dollars ($500) per month to respond to these demands of
City business.
F. Phone Allowance. Employee shall be entitled to the same phone allowance as
provided to any Management Employee.
G. Deferred Compensation. Employee has a 401(a) defined contribution plan account
set up by the City, which is subject to the contribution limit under Internal Revenue
Code Section 415(c)(1)(A), as adjusted for inflation. Beginning in 2025, and each
calendar year thereafter, the City shall contribute to Employee's 401(a) defined
contribution plan account, on a pre-tax basis, an annual amount equal to half of the
current adjusted total contribution limit under Section 415(c)(1)(A) in effect for the
applicable calendar year, which amount, or remainder thereof, shall be payable in bi-
weekly installments. For 2025, Eleven Thousand Eight Hundred Forty -Six Dollars and
24/100 ($11,846.24) has already been contributed. The remaining balance for 2025
shall be contributed in twelve (12) equal bi-weekly installments over the remainder of
the calendar year. Employee is immediately 100% vested in all Employer contributions
made to his 401(a) defined contribution plan account. Employee shall not be entitled
to the 401(a) contributions set forth in the Compensation Plan. City contributions to
the 401(a) Plan cease immediately upon Employee's separation from employment
with the City.
H. Amendment of Benefits. Except as expressly provided under Section 4 of this
Agreement, Employee's benefits are not tied to the compensation of any other City
employee or group of City employees.
Retirement-CaIPERS. Employee's retirement contributions shall be the same as and
shall be tied to the retirement contributions required by Tier I non -safety employees
covered by the Compensation Plan, which is currently eleven and a half percent
(11.5%) of compensation earnable. After the Effective Date of this Agreement, if there
are changes to the retirement contributions required by Tier I non -safety employees
covered by the Compensation Plan, as set forth in a council -approved Compensation
Plan, this Agreement shall be deemed amended and Employee will be subject to the
same formula or percentage contribution as is applied to the Tier I non -safety
Management Employees covered under the Compensation Plan and for the same
duration.
Employee retirement contributions that are in addition to the normal CalPERS Member
Contribution shall be calculated on Base Salary, special pays, and other pays normally
reported as "PERSable" compensation (known either as compensation earnable or
Harp Employment Agreement Page 4 of 16
: -t
pensionable compensation) and will be made on a pre-tax basis through payroll
deduction, to the extent allowable by law. The Parties agree that the City will not report
as special compensation the value of any Employer Paid Member Contribution.
SECTION 6: General Business Expenses
A. Employer recognizes that Employee may incur expenses of a non -personal, job -
related nature that are reasonably necessary to Employee's service to Employer.
Employer agrees to either pay such expenses in advance or to reimburse the
expenses, so long as the expenses are incurred and submitted according to
Employer's normal expense reimbursement procedures, or such other procedure as
may be designated by the City Council. To be eligible for reimbursement, all expenses
must be supported by documentation meeting Employer's normal requirements and
must be submitted within time limits established by Employer.
B. Employer shall reimburse Employee for expenses incurred while attending a
reasonable number of League of Cities and other similar conferences relevant to the
performance of Employee's duties. City shall pay Employee's annual California Bar
Association dues, membership in the Orange County Bar Association and appropriate
sections of that Association and the expenses for satisfying Employee's Mandatory
Continuing Legal Education ("MCLE") obligations. It is not contemplated that travel
outside of Orange County will be required for Employee to meet the MCLE obligations.
C. The expenses to be budgeted and paid in Section 5, Paragraphs A and B above, are
exclusive of reasonable expenses related to events, participation in organizations, or
attendance at events or meetings on behalf of the City as required by the City Council.
Employer will separately budget and pay for membership and participation in
community, civic or other organizations or events in which Employer requires
Employee to participate.
SECTION 6: At -Will Employment Relationship
A. Consistent with Article VI of the City Charter, Section 600, Employee is appointed by
and serves at the pleasure of the City Council. Nothing in this Agreement shall prevent,
limit or otherwise interfere with the right of Employer to terminate this Agreement and
the employment of Employee at any time, with or without Cause (as defined below),
and with or without notice. Employer shall pay Employee for all services through the
effective date of termination and Employee shall have no right to any additional
compensation or payment, except as provided in Section 7, Severance and Benefit
Payoff at Termination and General Release Agreement, below.
B. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of
Employee to resign from Employee's employment with Employer, subject only to
Harp Employment Agreement
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:•
Employee providing a minimum of forty-five (45) calendar days prior written. notice to
Employer of the effective date of Employee's resignation. Upon the effective date of
resignation, Employee forfeits all compensation and benefits owing for the remainder
of the term of this Agreement, as well as any potential "Severance" pay per Section 7
below.
SECTION 7: Severance and Benefit Payoff at Termination and General Release
Agreement
A. Termination Without Cause. Notwithstanding any other provision of this Employment
Agreement or applicable law, if Employer terminates this Agreement (thereby
terminating Employee's employment) without Cause, as determined by the affirmative
votes of a majority of the members of the City Council at a meeting of the City Council,
and if Employee signs, delivers to the City Council, and does not revoke the
Agreement of Separation, Severance and General Release Agreement in
substantially the same form attached hereto as Exhibit A, as approved by counsel for
the City to ensure all potential claims are released, then Employer shall pay Employee,
beginning on the effective date of termination, a cash settlement equal to Employee's
monthly Base Salary multiplied times twelve (12) or the number of months left on the
unexpired term of the contract, whichever is less. In no event shall Employee receive
a cash settlement that is greater than the monthly Base Salary of Employee multiplied
by the number of months left on the unexpired term of the Agreement.
The lump sum payment described in this Section 7 (A) shall be referred to herein as
"Severance."
B. Termination With Cause. If Employer terminates this Agreement (thereby terminating
Employee's employment) with Cause, as determined by the affirmative votes of a
majority of the members of the City Council at a meeting of the City Council, Employee
shall not be entitled to any additional compensation or payment, including Severance.
If the City Council intends to terminate with Cause, based on a reason or reasons set
forth in subparts 5 or 6, immediately below, the Council shall first deliver to Employee
a written Notice of Intent to Terminate, stating the reason or reasons for the proposed
termination, and providing a thirty (30) day period for Employee to cure. If, in the City
Council's independent judgment, Employee cures the identified reason or reasons for
Cause termination, Employee shall not be terminated therefore.
As used in this Agreement, Cause shall only mean any of the following:
1. Conviction of a felony;
2. Conviction of a misdemeanor arising out of Employee's duties under
this Agreement and involving a willful or intentional violation of law;
Harp Employment Agreement
Page 6 of 16
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3. Conviction of any crime involving an "abuse of office or position," as
that term is defined in Government Code Section 53243.4;
4. Willful abandonment of duties;
5. Repeated failure to carry out a directive or directives of the City
Council made by the City Council as a body; and
6. Any grossly negligent action or inaction by Employee that materially
and adversely: (a) impedes or disrupts the operations of Employer or
its organizational units; (b) is detrimental to employees or public
safety; or (c) violates properly established rules or procedures of
Employer.
C. Municipal Elections. In no event may Employee be terminated under this Section
within ninety (90) days after any municipal election for the selection or recall of one or
more of the members of the City Council.
D. Resi nation. if Employee resigns or otherwise terminates this Agreement (thereby
terminating Employee's employment), Employee shall not be entitled to any additional
compensation or payment, including Severance.
E. Accrued Leave. Upon termination (regardless of reason), Employee shall be
compensated for all accrued but unused Flex Leave and unused Administrative
Leave.
SECTION 8: Employee's Obligations and Hours of Work
A. Employee shall devote Employee's full energies, interests, abilities and productive
time to the performance of this Agreement and utilize Employee's best efforts to
promote Employer's interests. Employee's duties may involve expenditures of time in
excess of the regularly established workday or in excess of a forty (40) hour workweek
and may also include time outside normal office hours, including attendance at City
Council meetings. Employee's Base Salary includes compensation for all hours
worked and Employee shall be classified as an exempt employee for purposes of
overtime and shall not be entitled to any form of compensation for overtime. In
recognition of the significant time Employee will need to devote outside normal office
hours to business activities of Employer and the exempt salaried nature of the
employment, Employee is permitted to exercise a flexible work schedule. However,
consistent with this flexibility and Employee's participation in activities outside of the
Harp Employment Agreement Page 7 of 16
18-11
office, Employee will generally be expected to keep office hours at City Hall during
normal business hours, subject to paragraph B of this Section.
B. Employee is authorized to work the 9/80 schedule and to set/modify the 9/80
schedule, as needed, to account for the demands of City business.
SECTION 9: Confidentiality
Employee acknowledges that in the course of Employee's employment contemplated
herein, Employee will be given or will have access to privileged, confidential and
proprietary documents and information relating to the City, its residents, businesses,
employees, and customers ("Confidential Information"). Such Confidential Information
may include, but is not limited to, all information given to or otherwise accessible to
Employee that is not public information or would be exempt from public disclosure as
confidential, protected, exempt or privileged information. Employee shall hold the
Confidential Information in trust for the City's benefit and shall not disclose the
Confidential Information to others without the express written consent of City.
SECTION 10: Outside Activities
Employee shall not engage in any employment, activity, consulting service or enterprise
for compensation, or otherwise, which is, actually or potentially, inconsistent,
incompatible, in conflict, inimical to or which materially interferes with Employee's duties
and responsibilities to Employer. (Government Code Section 1125 - 1129)
SECTION 11: Indemnification
A. 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.
(Government Code Section 825, 995, et. seq.)
B. Notwithstanding the foregoing, and consistent with Sections 53243 through 53243.3
of the Government Code, Employee shall be required, if convicted of a crime involving
an abuse of Employee's office or position, to fully reimburse the City for: (1) any paid
leave salary offered by the City to the Employee; (2) any funds provided for the legal
criminal defense of the Employee; (3) any cash settlement related to the termination
Harp Employment Agreement Page 8 of 16
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that Employee may receive; and (4) any other payments received by Employee from
City that in any way relate to the foregoing.
SECTION 12: Other Terms and Conditions of Employment
Employer may fix other terms and conditions of employment, as it may determine from
time to time, relating to the performance of the Employee, provided such terms and
conditions are not inconsistent with or in conflict with the provisions of this Agreement or
applicable law.
SECTION 13: Notices
A. Notice pursuant to this Agreement shall be given by depositing written notification in
the custody of the United States Postal Service, postage prepaid, addressed as
follows:
EMPLOYER:
City of Newport Beach c/o City Clerk
100 Civic Center Drive
Newport Beach, California 92660
EMPLOYEE:
Aaron C. Harp
at the home address then shown in Employer's files
B. Alternatively, notice required pursuant to this Agreement may be personally served in
the same manner as is applicable in civil judicial practice. Notice shall be deemed
given as of the date of personal service or five days after the date of mailing.
SECTION 14: General Provisions
A. Integration. This Agreement sets forth the final, complete and exclusive agreement
between Employer and Employee relating to the employment of Employee by
Employer. Any prior discussions or representations by or between the parties are
merged into this Agreement or are otherwise rendered null and void. The Parties by
mutual written agreement may amend any provision of this Agreement during the life
of the Agreement. Such amendments shall be incorporated and made a part of this
Agreement. The foregoing notwithstanding, Employee acknowledges that, except as
expressly provided in this Agreement, Employee's employment is subject to
Employer's generally applicable rules and policies pertaining to employment matters,
such as those addressing equal employment opportunity, sexual harassment and
violence in the workplace, as they currently or may in the future exist, and Employee's
employment is, and will continue to be, at the will of the City Council. .
Harp Employment Agreement Page 9 of 16
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B. Bindinq Effect. This Agreement shall be binding on the Employer and the Employee
as well as their heirs, assigns, executors, personal representatives and successors in
interest.
C. Choice of Law. This Agreement shall be interpreted and construed pursuant to and in
accordance with the laws of the State of California and all applicable City Charter
provisions, Codes, Ordinances, Policies and Resolutions.
D. SeverabilRy. If any provision of this Agreement is held invalid or unenforceable, the
remainder of this Agreement shall nevertheless remain in full force and effect. If any
provision is held invalid or unenforceable with respect to particular circumstances, it
shall nevertheless remain in full force and effect in all other circumstances.
E. Conflict with City Charter or Municipal Code. In the event of a conflict between the
provisions of this Agreement and the City Charter, or this Agreement and the NBMC,
the City Charter or the NBMC shall prevail over this Agreement. All other City
personnel ordinances, resolutions, rules,- and policies shall apply to Employee in the
same manner as applied to other Executive Management Employees.
F. Employee's Independent Review. Employee acknowledges that Employee has had
the opportunity and has conducted an independent review of the financial and legal
effects of this Agreement. Employee acknowledges that Employee has made an
independent judgment upon the financial and legal effects of this Agreement and has
not relied upon any representation of Employer, its officers, agents or employees other
than those expressly set forth in this Agreement. Employee acknowledges that
Employee has been advised to obtain and has availed oneself of legal advice with
respect to the terms and provisions of this Agreement.
G. Survival Clause. The obligations in Section 11 shall survive expiration or termination
of the Agreement shall survive.
[Signatures on next page]
Harp Employment Agreement
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
dates written below.
APPROVED AS TO FORM:
By -
ATTEST:
By:
Molly Perry,
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: July 8, 2025
By:
Joe Stapleton,
Mayor
EMPLOYEE
Date: June 25, 2025
C Y.."
By: ,`1-
Aaron C. Harp
[END OF SIGNATURES]
Attachment: Exhibit A - General Release Agreement
Harp Employment Agreement
Page 11 of 16
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Exhibit A
GENERAL RELEASE AGREEMENT
This General Release Agreement ("Agreement") is entered into by and between AARON
C. HARP ("Employee") and CITY OF NEWPORT BEACH ("Employer"), in light of the
following facts:
A. Employee's employment with Employer concluded on
B. Certain disputes have arisen between Employer and Employee.
C. Employer and Employee each deny any liability whatsoever to the other.
D. Employer and Employee wish to fully and finally resolve any and all
disputes they may have with each other.
RECITALS
A. Employee is hereby informed that Employee has twenty-one (21) days from receipt
of this Agreement to consider it. Employer hereby advises Employee to consult with
Employee's legal counsel before signing this Agreement.
B. Employee acknowledges that for a period of seven (7) days following the signing of
this Agreement ("Revocation Period"), Employee may revoke the Agreement. This
Agreement shall not become effective or enforceable until the day the Revocation
Period has expired.
C. Employee acknowledges that the Salary Payment referenced below in paragraph 1
of this Agreement represents all compensation, including salary, accrued benefit
balances and reimbursed expenses, due and payable to Employee through the date
of employment termination. Employee also acknowledges that Employer has made
this Salary Payment without regard to whether Employee signs this Agreement. The
Salary Payment does not constitute consideration for this Agreement. Employee
acknowledges that the Severance referenced below in paragraph 2 of this Agreement
is in excess of all amounts that are due and owing to Employee as a result of
Employee's employment by Employer.
1. Receipt of Salary Payment. Employee hereby acknowledges receipt of
a check or checks for all compensation owing to Employee, including
salary, accrued benefit balances and reimbursed expenses ("Salary
Payment") from Employer.
Harp Employment Agreement
Page 12 of 16
18-16
2. Severance. Within ten (10) days following Employee's signing,
delivering to the City Council, and not revoking this Agreement during
the Revocation Period, City shall pay Employee the gross amount
provided for in Section 7 of the Eighth amended and Restated
Employment Agreement effective July 8, 2025, less applicable
deductions, and shall provide the months of medical benefits as
provided in that same Section 7 ("Severance"). Employee
acknowledges that the Severance is in excess of all amounts due and
owing Employee as a result of Employee's employment by Employer.
3. General Release. Except as expressly provided herein, in
consideration of the Severance to be paid and provided to Employee,
and other good and valuable consideration, Employee hereby releases
and discharges Employer and its past and present City Council
Members, employees, representatives and agents, from all rights,
claims, causes of action, and damages, both known and unknown, in
law or in equity, concerning and/or arising out of Employee's
employment with Employer which Employee now has, or ever had,
including but not limited to any rights, claims, causes of action or
damages arising under Title VII of the Civil Rights Act of 1964, the
Vocational Rehabilitation Act of 1973, the Employee Retirement
Income Security Act, the Americans with Disabilities Act, the Age
Discrimination in Employment Act, the Older Workers Benefits
Protection Act, the Family and Medical Leave Act of 1993, the
Domestic Partners Act of 2003, the California Labor Code, the Private
Attorneys General Act of 2004, the California Moore -Brown --Roberti
Family Rights Act, the California Unruh Civil Rights Act, the California
Fair Employment and Housing Act, any other federal, state, or local
employment practice legislation, or any federal or state common law,
including wrongful discharge, breach of express or implied contract, or
breach of public policy.
Nothing in this Agreement shall affect: the City's obligation to indemnify
and defend Employee as provided for in Government Code Sections
825, 995, et. seq.; the EEOC or DFEH rights and responsibilities to
enforce Title VII of the Civil Rights Act of 1964, as amended; the Fair
Employment and Housing Act; or any other applicable law, nor shall
anything in this Agreement be construed as a basis for interfering with
Employee's protected right to file a charge with, or participate in an
investigation or proceeding conducted by the EEOC or any other state,
federal or local government entity; except that, if the EEOC or any other
state, federal or local government entity pursues a lawful investigation
Harp Employment Agreement
Page 13 of 16
18-17
or issues a complaint on Employee's behalf, Employee specifically
waives and releases Employee's right, if any to recover any monetary
or other benefits of any sort whatsoever arising from any such
investigation, nor will Employee seek reinstatement to employment
with Employer.
Except as expressly provided herein, Employee hereby waives and
relinquishes all rights and benefits afforded by Section 1542 of the Civil
Code of California. Employee understands and acknowledges the
significance and consequences of this specific waiver of Section 1542.
Section 1542 of the Civil Code of California states as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
THAT THE CREDITOR OR RELEASING PARTY DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE AND THAT, IF
KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR
OR RELEASED PARTY."
Notwithstanding the provisions of Section 1542, and for the purpose of
implementing a full and complete release and discharge of Employer
and its past and present City Council Members, employees,
representatives and agents, Employee expressly acknowledges that
this General Release is intended to include in its effect, without
limitation, all claims which Employee does not know or suspect to exist
in Employee's favor.
Employee further acknowledges that Employee has read this General
Release and that Employee understands that this is a general release,
and that Employee intends to be legally bound by the same.
4. Fees. Employee and Employer agree that in the event of litigation
relating to this General Release Agreement, the prevailing party shall
not be entitled to recover its reasonable attorneys' fees.
5. Older Workers' Benefits Protection Act. It is the intention of the parties
that the releases contained in this Agreement apply to all claims of any
kind against the Employer. In order to comply with the Older Workers'
Benefits Protection Act (29 U.S.C. § 626(f)) and effectuate the release
by Employee of any potential claims under the federal Age
Harp Employment Agreement
Page 14 of 16
am
Discrimination in Employment Act, Employee agrees as follows: (i)
Employee has carefully reviewed the foregoing Agreement, and
understands the terms and conditions it contains; (ii) by entering into
this Agreement, Employee is giving up potentially valuable legal rights,
and Employee intends to be bound by all the terms and conditions set
forth above; (iii) Employee is entering into this Agreement freely,
'knowingly, and voluntarily; (iv) Employee has had 21 days to consider
whether to agree to the terms and conditions set forth in this
Agreement; and (v) for a seven (7) day period following Employee's
execution of this Agreement, Employee may revoke this Agreement by
delivering a written revocation to counsel for the Employer, and this
Agreement shall not become effective nor enforceable until the
revocation period has expired
[Signatures on Next Page]
Harp Employment Agreement
Page 15 of 16
18-19
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
ATTEST:
Date:
la
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Mayor
EMPLOYEE
Date:
By:
Aaron C. Harp
[END OF SIGNATURES]
Harp Employment Agreement
Page 16of16
18-20
ATTACHMENT B
RESOLUTION NO. 2025-44
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF NEWPORT BEACH, CALIFORNIA, AMENDING THE
SALARY SCHEDULE AND ADOPTING A NEW SALARY
RANGE FOR THE CITY ATTORNEY
WHEREAS, Newport Beach Municipal Code Section 2.28.010 authorizes the City
Council of the City of Newport Beach ("City") to establish terms of employment, including
compensation and benefits, for City employees;
WHEREAS, the City Council previously adopted Resolution No. 2023-53 which
established the salary range for the City Manager and City Attorney;
WHEREAS, the City desires to provide a four percent base salary increase to the
City Attorney, which requires an adjustment to the salary range for this position;
WHEREAS, the City Council wishes to modify the salary range for the City
Attorney by the amount needed to accommodate the base wage increase set forth in his
employment agreement; and
WHEREAS, by adopting this resolution, the City Council intends to amend the
salary schedule as set_ forth in Exhibit "A," which is attached hereto and incorporated
herein by reference, to be in conformance with the City Attorney's employment
agreement.
NOW, THEREFORE, the City Council of the City of Newport Beach resolves as
follows:
Section 1: The City Council does hereby approve the salary range for the City
Attorney as set forth in Exhibit "A," which shall be effective for the entire pay period that
includes July 8, 2025, and which shall prevail over any previously adopted salary range
for the City Attorney that conflicts herewith. After July 8, 2025, the salary range for the
City Attorney shall adjust with the percentage salary schedule/cost-of-living adjustments
approved by the City Council for Key and Management Executive Management
Employees as set forth in the City Council -approved Key and Management
Compensation Plan and/or any amendments thereto.
Section 2: The recitals provided in this resolution are true and correct and are
incorporated into the operative part'of this resolution.
18-21
Resolution No. 2025-
Page 2 of 2
Section 3: If any section, subsection, sentence, clause or phrase of this
resolution is, for any reason, held to be invalid or unconstitutional, such decision shall not
affect the validity or constitutionality of the remaining portions of this resolution. The City
Council hereby declares that it would have passed this resolution, and each section,
subsection, sentence, clause or phrase hereof, irrespective of the fact that any one or
more sections, subsections, sentences, clauses or phrases be declared invalid or
unconstitutional.
Section 4: The City Council finds the adoption of this resolution is not subject to
the California Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the
activity will not result in a direct or reasonably foreseeable indirect physical change in the
environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378)
of the CEQA Guidelines, California Code of Regulations, Title 14, Division 6, Chapter 3,
because it has no potential for resulting in physical change to the environment, directly or
indirectly.
Section 5: This resolution shall take effect immediately upon its adoption by the
City Council, and the City Clerk shall certify the vote adopting the resolution.
ADOPTED this 8th day of July, 2025.
Joe Stapleton
Mayor
ATTEST:
Molly Perry
Interim City Clerk
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
YolaWSummerhill
Assi Pant City Attorney
Attachment: Exhibit A — City Attorney Salary Schedule Adjustment
18-22
Exhibit A
The City of Newport Beach
City Attorney Salary Schedule Adjustment
Employment Agreement Term: July 8, 2025 - December 30, 2028
Effective June 28, 2025 - Salary Range Adjustment
City Attorney
18
Low
$
99.48
$
17,243
$
206,911
City Attorney
18
Mid
$
127.32
$
22,069
$
264,832
City Attorney
18
High
$
155.17
$
26,896
$
322,752
Hourly rates are rounded to the nearest hundredth. Monthly and annual salaries are rounded to the nearest whole dollar.
Actual rates may vary slightly due to rounding.
18-23
ATTACHMENT C
City of Newport Beach
City Attorney Contract
Key Contract Terms3
Base Salary Adjustment
4.00
Summary of Proposal Cost
Baseline Compensation
Base Pay
$310,339
$12,414
$322,753
Performance Bonus
-
8,069
8,069
Pension Contribution
21,475
859
22,335
Cafeteria Plan
20,700
-
20,700
401a Contribution
22,000
15,500
37,500
Other City Paid Benefits 1
28,206
614
28,820
Total
$ 402,721
$ 37,456
$ 440,176
Cumulative Impact on Employee Compensation
Base Salary Increase
Total Compensation Increase 2
Notes
4.00
9.30%
1 Includes Medicare, compensated absences, employee assistance program, phone allowances, life insurance, retiree
health savings, and disability premium.
z Measured based on the total of all pay and benefits.
3 Reflects upcoming year's contract provisions. Other provisions are tied to K&M, which has not yet been approved
by Council.
18-24
�EPoRT ATTACHMENT D
�� City of Newport Beach
z. BUDGET AMENDMENT
cy<,FOR""1, 2025-26
Department: City Manager
ONETIME: ❑� Yes ❑ No
Requestor: Tara Finnigan
Approvals
❑ CITY MANAGER'S APPROVAL ONLY
Finance Director:
0 COUNCIL APPROVAL REQUIRED City Clerk:
BA#: 26-007
Date 6/27/25
Date
EXPLANATION FOR REQUEST:
To appropriate expenditure accounts to fund the Eighth Amended and Restated Employment Agreement for the City ❑ from existing budget appropriations
Attorney. ❑ from additional estimated revenues
❑� from unappropriated fund balance
REVENUES
Fund # Ore 0
_XWOM111101C1:i1
Fund #
Org
Object
010
01015005
711001
010
01015005
722001
010
01015005
723002
010
01015005
724001
010
01015005
727016
010
01015005
728003
010
01015005
727017
FUND BALANCE
Fund # Object
010 300000
Description
Increase or (Decrease) $
Subtotal
$
Description
Increase or (Decrease) $
CITY ATTORNEY ADMIN
-SALARIES MISCELLANEOUS
14,275.61
CITY ATTORNEY ADMIN
- PENSION EE NORMAL COST MISC
646.75
CITY ATTORNEY ADMIN
- PENSION ER NORMAL COST MISC
496.54
CITY ATTORNEY ADMIN
- PENSION EE CONTRIB MISC
(713.78
CITY ATTORNEY ADMIN
- MEDICARE FRINGES
90.00
CITY ATTORNEY ADMIN
- COMPENSATED ABSENCES
217.24
CITY ATTORNEY ADMIN
- PARS DC 401A
15,500.00
Description
GENERAL FUND - FUND BALANCE CONTROL
Subtotal
Increase or (Decrease) $
(30,512.36)
Subtotal $ (30,512.36)
Fund Balance Change Required
18-25
Fund # Org Object Project Description Increase or (Decrease) $
18-26