AGR-7470 - MARY E BINNINGA -7`\-70
CITY OF ORANGE
AGREEMENT FOR EMPLOYMENT
OF CITY ATTORNEY
THIS AGREEMENT FOR EMPLOYMENT ("Agreement") is made and entered into
effective January 15, 2023 ("Effective Date"), by and between the City of Orange, a municipal
corporation("City") and Mary E. Binning, an individual. In consideration of the respective and mutual
covenants hereinafter contained and made, and subject to all the terms and conditions hereof,the parties
agree as follows:
1.The City Council of the City hereby appoints Mary E. Binning as the City Attorney of
the City (hereafter "City Attorney"), with a term from the Effective Date through July 14, 2023
Term"), unless otherwise extended or terminated as herein provided.
2.Mary E. Binning desires to perform the duties of City Attorney for the City and hereby
accepts such appointment under the terms and conditions set forth in this Agreement.
3.Compensation
Upon the Effective Date of this Agreement,the salary of City Attorney is established at Twenty-
Two Thousand Seven Hundred Fifty and 00/100 Dollars ($22,750.00) per month and shall be paid in
the same manner and at the same times as other salaries in the City are paid. During the Term of this
Agreement, if any across-the-board salary increases are approved for Non-Safety Executive
Management listed in Appendix"A"to Resolution No. 11410 or as such Resolution may be superseded,
then City Attorney shall be entitled to the same percentage increase.
4.Benefits
a.In addition to any benefits provided in this Agreement, City Attorney shall
receive those benefits and be governed by all applicable rules and regulations related to those benefits
provided for Executive Management listed in Exhibit"A"to Resolution No. 11410 or as such Resolution
may be superseded; provided that it is understood that City Attorney shall pay the Miscellaneous
Member Contributions to the California Public Employees' Retirement System (CalPERS) at the same
level and in the same manner as Executive Management, as provided in Resolution No. 11410 or as such
Resolution may be superseded.
b. Upon appointment with City, City Attorney shall be provided with:
1) 80 hours of Administrative Leave without proration; and
2) 22.5 hours of Floating Holiday leave without proration.
5.Modification to Sick Leave Payout.
a.With respect to City Attorney, Section 21.D.8(e) of the Top Management
Resolution contained in Resolution No. 11410 or as such Resolution may be superseded (Leaves of
Absence—Sick Leave—Sick Leave Payout Program), shall be modified as follows:
Upon retirement from employment with the City and entering the CaIPERS
as a retired annuitant, City Attorney shall receive pay for 75% of all unused
sick leave hours. The cash value of this unused sick leave payout will be
deposited into City Attorney's Retirement Health Savings Plan account, as
described in Section 24.0 of Resolution No. 11410 or as such Resolution
may be superseded.
b. With respect to City Attorney, Section 24.C.3 of the Top Management Resolution
contained in Resolution No. 11410 or as such Resolution may be superseded (Retirement—Retirement
Health Savings Plan), shall be modified as follows:
The full cash value of City Attorney's unused sick leave payout upon
retirement from City service(i.e.,75%of all unused sick leave)and entering
CalPERS as a retired annuitant.
6. Termination
a.Termination. City reserves the right to terminate this Agreement for any reason
prior to July 14, 2023, by providing City Attorney written notice of its election to terminate, including
any statement of cause,and an opportunity for a hearing as set forth in Orange Municipal Code("OMC")
Section 2.22.010, as it may be amended. Notwithstanding any provision in OMC Section 2.22.010 to
the contrary, a majority of the then-elected City Council is required to approve such termination. Such
termination shall be effective as set forth in the notice of election to terminate, but in no event sooner
than the time required for notice and any requested hearing.
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b.Severance. Except as otherwise provided herein, in the event City Attorney is
terminated prior to July 14,2023, City is obligated to pay City Attorney full salary as set forth in Section
3 of this Agreement or as it may be later amended, and health benefits, for three months after the date
of termination. The total salary severance amount shall be payable no later than thirty (30) days
following the date of termination, or as otherwise agreed by both parties. This severance amount shall
only be payable provided that City Attorney has executed a release, waiving any rights, claims, or any
other actions arising out of termination of this Agreement in a form acceptable to the City Council.
c.Cause. Notwithstanding anything contained herein to the contrary, in the event
City Attorney is terminated for cause, City Attorney shall forfeit any and all severance payments
described in Section 6.b of this Agreement. In addition to other grounds, the following shall also be
considered grounds for termination for cause:
1) Performance of outside business interests that conflict directly with the
activities and duties as City Attorney, but not including educational or professional training programs
conducted by City Attorney whether for personal financial gain or not;
2) Refusal to take or subscribe any oath or affirmation required by law;
3) Conviction of a felony or conviction of a misdemeanor involving moral
turpitude (a conviction following a plea of nolo contendre is deemed a conviction).
7.City Attorney shall notify the Mayor and City Council in writing of any unexpected
absence from Orange County in excess of nine (9) regular business hours. City Attorney shall provide
a telephone number(s)where she can be reached during such absences. Said notices shall designate an
Acting City Attorney who shall be authorized to perform the duties and responsibilities of City.Attorney
in her absence.
8.In the event City Attorney voluntarily resigns her position with the City before expiration
of the Term of this Agreement or any extension thereof, she shall give the City Council thirty(30) days'
written notice,unless the parties otherwise agree. In the event of voluntary resignation or expiration of
this Agreement, City Attorney is not entitled to the severance payment described in Section 6.b of this
Agreement.
9.This Agreement may only be amended in writing, signed by both parties.
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10. This Agreement contains the entire agreement of the parties and no promises or
representations not included in this Agreement shall have any force or effect. Each party agrees that
they have engaged in arms-length bargaining and have been provided the opportunity to have the
Agreement reviewed by an attorney of their choice.
11. Neither party may assign the performance of this Agreement.
12. If any provision or portion hereof is held unconstitutional, invalid, or unenforceable,the
remainder of this Agreement shall be deemed severable, shall not be affected and shall remain in full
force and effect, and the City Council and City Attorney shall be deemed to have intended to enter into
this Agreement even absent such provision or portion hereof
IN WITNESS WHEREOF,the parties hereto have executed this Agreement to be effective on
the date and year first above written.
DATE OF EXECUTION:CITY OF ORANGE, a municipal corporation,
9--/R-1W
aniel R. Slater, Mayor
ATTEST:
Pamela Coleman, City Clerk
DATE OF EXECUTION:MARY E. BINNING, an individual
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APPROVED AS TO FORM:
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Nathalie Ade `ian
Senior Assistant City Attorney