HomeMy WebLinkAboutAGR-7865 - NATHALIE ADOURIAN - CITY ATTORNEY EMPLOYMENT AGREEMENTDocusign Envelope ID:9D0B425E-AC19-4907-877B-1E278C5DCEBB
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CITY OF ORANGE AGR-7865 FriAGREEMENTFOREMPLOYMENT
OF CITY ATTORNEY
THIS AGREEMENT FOR EMPLOYMENT ("Agreement") is made and entered into
effective September 24, 2025 ("Effective Date"), by and between the City of Orange, a municipal
corporation("City")and Nathalie Adourian,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. Term.
a.The City Council of the City hereby appoints Nathalie Adourian as the City
Attorney of the City (hereafter"City Attorney") for a period commencing on September 24, 2025, and
expiring on September 24, 2028, unless extended or terminated as provided herein. On September 24,
2026, and annually on each succeeding September 24th while this agreement is effective, the Term of
this Agreement shall be automatically extended for one additional year. For example, on September 24,
2026, the Term of this agreement shall be automatically extended until September 24, 2029; on
September 24, 2027, the Term of this agreement shall be automatically extended until September 24,
2030; and so on unless prior to such date by a majority vote of the total membership of the City Council
in attendance at a lawfully called meeting, the City Council takes formal action to declare its intention
to not extend this agreement for one additional year. Any such decision by the City Council to not
extend the Term by one additional year shall only modify this Term section and shall not constitute a
termination for purposes of this Agreement. The parties make no representation with respect to whether
such action by the City Council would amount to an adverse employment action.
b. Nathalie Adourian 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.
2.Compensation.
a.Effective upon appointment as City Attorney, the salary of City Attorney is
established at Two Hundred Seventy-Five Thousand Dollars ($275,000.00) annually 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
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Agreement, if any across the board salary increases are approved for Executive Management listed in
Appendix"A"to Resolution No. 11599 or as such Resolution may be amended,then the City Attorney
shall be entitled to the same increase.
3.Performance Review.
a.The City Attorney's performance shall be reviewed by the City Council no later
than at the first meeting in July of each year of this Agreement. At such time the City Council may
determine any salary adjustments or propose to the City Attorney other revisions to this Agreement. It
is the responsibility of the City Manager to agendize the annual performance evaluation, although any
member of the City Council may agendize the City Attorney's performance review at any time. Annual
written evaluations by the City Council, if any, shall be shared and discussed with the City Attorney in
closed session or individually per the City Council's discretion.
b.Except as otherwise provided for in this Agreement, within the first six months
of employment, City Attorney shall receive an informal performance review.
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. 11599 or as such Resolution
may be superseded; provided that it is understood that City Attorney shall pay the Miscellaneous
Member Contribution to CalPERS at the same level and in the same manner as Executive Management,
as provided in Resolution No. 11599 or as such Resolution may be superseded.
b.City Attorney shall receive an annual deferred compensation contribution of fifty
percent (50%) of the maximum IRS allowable amount (currently $23,500). The amounts contributed
by the City shall be subject to the terms and conditions of the City of Orange Deferred Compensation
Plan.
c.City acknowledges its interest in the continuing professional development of City
Attorney and agrees to pay all reasonable and appropriate expenses associated with professional dues
and subscriptions and/or attendance at conferences, training opportunities, and meetings of
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organizations concerned with the City Attorney and/or the public administration profession. Such
expenses must be approved in advance by the City Council during its budget process.
5.Termination.
a.Termination. City reserves the right to terminate this Agreement for any reason
prior to the termination date,by providing City Attorney fourteen(14)days 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 2.16.070, as it may be amended. Notwithstanding any provision in
OMC Section 2.16.070 to the contrary,a majority of the then-serving 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.
b.Severance. Except as otherwise provided herein, in the event City Attorney is
terminated prior the expiration of this Agreement, City is obligated to pay City Attorney full salary as
set forth in Section 3a of this Agreement or as it may be later amended, and value of elected health
benefits, for nine (9) 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 6b of this Agreement. Only the following shall 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;
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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), which is likely to
have a material adverse impact on the City or on the City Attorney's reputation.
4) Proven failure of the City Attorney to observe or perform any of her duties
and obligations, if that failure continues for a period of thirty (30) business days from the date of her
receipt of notice from the City Council specifying the acts or omissions deemed to amount to that failure.
d.In the event the City terminates the City Attorney for any reason or no reason,the
City and the City Attorney agree that no member of the City Council, the City Management staff, nor
the City Attorney, shall make any written, oral, or electronic statement to any member of the public,the
press, or any city employee concerning the City Attorney's termination except in the form of a joint
press release or statement, the content of which is mutually agreeable to the City and the City Attorney.
The joint press release or statement shall not contain any text or information that is disparaging to either
party. Either party may verbally repeat the substance of the joint press release or statement in response
to any inquiry.
6.Absence from Area.
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 notice shall designate an
Acting City Attorney who shall be authorized to perform the duties and responsibilities of City Attorney
in her absence.
7.Voluntary Resignation.
In the event City Attorney voluntarily resigns her position with 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.
8.Required Provision. 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
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Agreement. Thus, if City Attorney is convicted of a crime involving an abuse of her office or position,
whether before or after release from employment, City Attorney shall fully reimburse the City for any
severance pay, paid leave, or salary disbursed pending an investigation related to the crime, or legal
criminal defense funds relevant to the crime.
9. Amendments.
This Agreement may only be amended in writing, signed by both parties.
10. Entire Agreement.
a.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.
b. Neither party may assign the performance of this Agreement.
11. Enforceability.
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.
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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,
p—DocuSigned by:
9/26/25 Vua r• Status
hanie . 'later, Mayor
ATTEST:
Signed by:
kadiffEe tiPan, City Clerk
DATE OF EXECUTION:NATHALIE ADOURIAN, an individual
DocuSigned by:
9/25/2025 Ll` nc:Y
CDC307DCOA7548A...
APPROVED AS TO FORM:
Signed by:
vari " Wiinthers, Interim City Attorney
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