City Council - Adjourned Regular

MINUTES

CITY OF WILDOMAR

CITY COUNCIL - ADJOURNED REGULAR

FRIDAY, SEPTEMBER 26, 2025

COUNCIL CHAMBERS

23873 CLINTON KEITH ROAD SUITE 106

WILDOMAR, CA, 92595

Closed Session: 4:00 PM

Adjourned Regular Meeting 4:30 PM

CALL TO ORDER – CLOSED SESSION - 4:00 P.M.

The Adjourned Regular Closed Session was called to order by Mayor DePhillippo at 4:00 p.m.

ROLL CALL

Members in attendance: Ashlee DePhillippo, Carlos Marquez, Bridgette Moore, and Joseph Morabito

Members absent: Dustin Nigg

PUBLIC COMMENTS

There were no public comments.

CLOSED SESSION

CLOSED SESSION

The City Council will meet in closed session pursuant to the provisions of Government Code section 54957(b) regarding Public Employee Performance Evaluation.

Title: Interim City Manager.

The City Council will meet in closed session to hold a conference with its Labor Negotiator regarding Unrepresented Employee pursuant to Government Code 54957.6.

Agency representative: Mayor Ashlee DePhillippo

Unrepresented employee: Interim City Manager

RECONVENE INTO OPEN SESSION

The City Council reconvened into open session at 5:01 p.m. with all members present.

ANNOUNCEMENTS

City Attorney Jex stated that there are no reportable actions for the first two items on the closed session agenda. In regard to the last item, the City Council voted 5-0 to appoint Chris Mann as the Wildomar City Manager, subject to the approval of the employment agreement that is on the General Business item following the closed session.

ADJOURN CLOSED SESSION

There being no further business, Mayor DePhillippo adjourned the Adjourned Regular Closed Session at 5:02 p.m.

CALL TO ORDER – ADJOURNED REGULAR SESSION - 4:30 P.M.

The Adjourned Regular City Council meeting was called to order by Mayor DePhillippo at 5:02 p.m.

ROLL CALL

Members in attendance: Ashlee DePhillippo, Carlos Marquez, Bridgette Moore, Joseph Morabito, and Dustin Nigg

Members absent: None.

Staff in attendance: Interim City Manager Mann, City Attorney Jex, City Clerk Morales, and Interim Community Development Director Flores.

PUBLIC COMMENTS

There were no public comments.

1)

CONSENT CALENDAR

No items scheduled.

CITY COUNCIL - REGULAR MEETING FRIDAY, SEPTEMBER 26, 2025 Closed Session: 4:00 PM Adjourned Regular Meeting 4:30 PM COUNCIL CHAMBERS 23873 CLINTON KEITH ROAD SUITE 106 WILDOMAR, CA 92595 Ashlee DePhillippo - Mayor | District 5 Carlos Marquez - Mayor Pro Tem | District 1 Bridgette Moore - Council Member | District 4 Joseph Morabito - Council Member | District 3 Dustin Nigg - Council Member | District 2 Chris Mann, Interim City Manager | Thomas D. Jex, City Attorney The City of Wildomar will be a Safe and Active Community with Responsible Growth and Quality Infrastructure while keeping a Hometown Feel 1 CITY COUNCIL - REGULAR MEETING

NOTICE: City Council meetings may be live-streamed, photographed and/or videotaped. Participation at the meeting constitutes consent by members of the public to the City’s and any third party’s use in any media, without compensation or further notice, of audio, video, and/or pictures of meeting attendees. CALL TO ORDER – CLOSED SESSION - 4:00 P.M. ROLL CALL PUBLIC COMMENTS CLOSED SESSION CLOSED SESSION RECOMMENDATION: The City Council will meet in closed session pursuant to the provisions of Government Code section 54957(b) regarding Public Employee Performance Evaluation. Title: Interim City Manager. The City Council will meet in closed session to hold a conference with its Labor Negotiator regarding Unrepresented Employee pursuant to Government Code 54957.6. Agency representative: Mayor Ashlee DePhillippo Unrepresented employee: Interim City Manager The City Council will meet in closed session pursuant to the provisions of Government code section 54957 regarding Public Employee Appointment Title: City Manager RECONVENE INTO OPEN SESSION ANNOUNCEMENTS ADJOURN CLOSED SESSION CALL TO ORDER – ADJOURNED REGULAR SESSION - 4:30 P.M. ROLL CALL Council discussion and determination on whether an absence is excused. PUBLIC COMMENTS This is the time when the City Council receives general public comments regarding any items or matters within the jurisdiction that do not appear on the agenda. Per the Brown Act, City Council members are not allowed to respond to public comments not on the agenda. If you would like to be contacted, please leave your email or contact number on the public comment card. 2 CITY COUNCIL - REGULAR MEETING

1. CONSENT CALENDAR No items scheduled. 2. PUBLIC HEARINGS No Items scheduled. 3. GENERAL BUSINESS 3.1 City Manager Employment Contract and Update to Salary Schedule - Chris Mann Presented By: Thomas D Jex , City Attorney RECOMMENDATION: 1. Approve the Employment Agreement for the position of City Manager with Chris Mann; and 2. Adopt a Resolution entitled: RESOLUTION NO. 2025 - _____ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WILDOMAR, CALIFORNIA, APPOINTING CHRIS MANN AS CITY MANAGER AND UPDATING THE SALARY SCHEDULE ADJOURNMENT Adjourn the meeting to an adjourned regular meeting on Monday, October 13, 2025 at 6:00 PM. 3 CITY COUNCIL - REGULAR MEETING

PARTICIPATION MEETINGS Regular City Council/Cemetery District Board Meetings are held on the 2nd Wednesday of every month at 6:00 P.M., except for January, where it is held on the 3rd Wednesday of the month, in the City Council Chambers, 23873 Clinton Keith Road Ste. 106 Wildomar, CA 92595. VIEW THE MEETING 1. In Person | City Council Chambers 23873 Clinton Keith Road Ste. 106 Wildomar, CA 92595 2. Watch Live wildomar.gov/129/Agendas-Videos-Watch-Live or stream on YouTube.com/@CityofWildomar 3. Cable TV | Frontier Channel 36 or AT&T Channel 99 PARTICIPATE IN THE MEETING 1. Fill out the speaker card located on the table near the entrance of the chambers. 2. Submit the speaker card to the City Clerk/Cemetery District Board Secretary in the basket located at the front of the chambers. 3. When the City Clerk/ Cemetery District Board Secretary calls your name, please come up to the front podium. During Public Comment not on the agenda and after each Agenda Item, the Mayor/Chair will announce Public Comment. Public Comments are limited to (3) minutes or such other time as the City Council/Cemetery District Board may provide. Per the Brown Act, City Council/ Cemetery District Board members are not allowed to respond to public comments not on the agenda. If you would like to be contacted, please leave your email or contact number on the public comment card. ACCOMMODATIONS In compliance with the Americans with Disabilities Act, if requested, the agenda and backup materials will be made available in appropriate alternative formats to persons with a disability, as required by Section 202 of the Americans With Disabilities Act of 1990 (42 U.S.C. Sec. 12132), and the federal rules and regulations adopted in implementation thereof. Any person that requires a disability-related modification or accommodation, including auxiliary aids or services, in order to participate in the public meeting, may request such modification, accommodation, aid or service by contacting the City Clerk/ Cemetery District Board Secretary either in person or by phone at 951-677-7751 x210, no later than 10:00 a.m. on the day preceding the scheduled meeting. REPORTS All agenda items and reports are available for review at City Hall, 23873 Clinton Keith Road and on the City’s website at the following address: Wildomar.gov. Any writings or documents provided to a majority of the City Council/ Cemetery District Board regarding any item on this agenda (other than writings legally exempt from public disclosure) will be made available by appointment for public inspection at City Hall during regular business hours. 4 CITY COUNCIL - REGULAR MEETING

AFFIDAVIT OF POSTING I, Janet Morales, Wildomar City Clerk/ Cemetery District Board Secretary, do certify that at least 24 hours prior to the meeting, a true and correct copy of this agenda was posted at Wildomar City Hall, 23873 Clinton Keith Road; U.S. Post Office, 21392 Palomar Street; Wildomar Library, 34303 Mission Trail Blvd; and on the City’s website at Wildomar.gov. Janet Morales, CMC City Clerk/ Cemetery District Board Secretary Dated: September 25, 2025 5 CITY COUNCIL - REGULAR MEETING

CITY COUNCIL - REGULAR MEETING FRIDAY, SEPTEMBER 26, 2025 Closed Session: 4:00 PM Adjourned Regular Meeting 4:30 PM COUNCIL CHAMBERS 23873 CLINTON KEITH ROAD SUITE 106 WILDOMAR, CA 92595 Ashlee DePhillippo - Mayor | District 5 Carlos Marquez - Mayor Pro Tem | District 1 Bridgette Moore - Council Member | District 4 Joseph Morabito - Council Member | District 3 Dustin Nigg - Council Member | District 2 Chris Mann, Interim City Manager | Thomas D. Jex, City Attorney The City of Wildomar will be a Safe and Active Community with Responsible Growth and Quality Infrastructure while keeping a Hometown Feel CITY COUNCIL - REGULAR MEETING 1

NOTICE: City Council meetings may be live-streamed, photographed and/or videotaped. Participation at the meeting constitutes consent by members of the public to the City’s and any third party’s use in any media, without compensation or further notice, of audio, video, and/or pictures of meeting attendees. CALL TO ORDER – CLOSED SESSION - 4:00 P.M. ROLL CALL PUBLIC COMMENTS CLOSED SESSION CLOSED SESSION RECOMMENDATION: The City Council will meet in closed session pursuant to the provisions of Government Code section 54957(b) regarding Public Employee Performance Evaluation. Title: Interim City Manager. The City Council will meet in closed session to hold a conference with its Labor Negotiator regarding Unrepresented Employee pursuant to Government Code 54957.6. Agency representative: Mayor Ashlee DePhillippo Unrepresented employee: Interim City Manager The City Council will meet in closed session pursuant to the provisions of Government code section 54957 regarding Public Employee Appointment Title: City Manager RECONVENE INTO OPEN SESSION ANNOUNCEMENTS ADJOURN CLOSED SESSION CALL TO ORDER – ADJOURNED REGULAR SESSION - 4:30 P.M. ROLL CALL Council discussion and determination on whether an absence is excused. PUBLIC COMMENTS This is the time when the City Council receives general public comments regarding any items or matters within the jurisdiction that do not appear on the agenda. Per the Brown Act, City Council members are not allowed to respond to public comments not on the agenda. If you would like to be contacted, please leave your email or contact number on the public comment card. CITY COUNCIL - REGULAR MEETING 2

1. CONSENT CALENDAR No items scheduled. 2. PUBLIC HEARINGS No Items scheduled. 3. GENERAL BUSINESS 3.1 City Manager Employment Contract and Update to Salary Schedule - Chris Mann Presented By: Thomas D Jex , City Attorney RECOMMENDATION: 1. Approve the Employment Agreement for the position of City Manager with Chris Mann; and 2. Adopt a Resolution entitled: RESOLUTION NO. 2025 - _____ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WILDOMAR, CALIFORNIA, APPOINTING CHRIS MANN AS CITY MANAGER AND UPDATING THE SALARY SCHEDULE ADJOURNMENT Adjourn the meeting to an adjourned regular meeting on Monday, October 13, 2025 at 6:00 PM. CITY COUNCIL - REGULAR MEETING 3

PARTICIPATION MEETINGS Regular City Council/Cemetery District Board Meetings are held on the 2nd Wednesday of every month at 6:00 P.M., except for January, where it is held on the 3rd Wednesday of the month, in the City Council Chambers, 23873 Clinton Keith Road Ste. 106 Wildomar, CA 92595. VIEW THE MEETING 1. In Person | City Council Chambers 23873 Clinton Keith Road Ste. 106 Wildomar, CA 92595 2. Watch Live wildomar.gov/129/Agendas-Videos-Watch-Live or stream on YouTube.com/@CityofWildomar 3. Cable TV | Frontier Channel 36 or AT&T Channel 99 PARTICIPATE IN THE MEETING 1. Fill out the speaker card located on the table near the entrance of the chambers. 2. Submit the speaker card to the City Clerk/Cemetery District Board Secretary in the basket located at the front of the chambers. 3. When the City Clerk/ Cemetery District Board Secretary calls your name, please come up to the front podium. During Public Comment not on the agenda and after each Agenda Item, the Mayor/Chair will announce Public Comment. Public Comments are limited to (3) minutes or such other time as the City Council/Cemetery District Board may provide. Per the Brown Act, City Council/ Cemetery District Board members are not allowed to respond to public comments not on the agenda. If you would like to be contacted, please leave your email or contact number on the public comment card. ACCOMMODATIONS In compliance with the Americans with Disabilities Act, if requested, the agenda and backup materials will be made available in appropriate alternative formats to persons with a disability, as required by Section 202 of the Americans With Disabilities Act of 1990 (42 U.S.C. Sec. 12132), and the federal rules and regulations adopted in implementation thereof. Any person that requires a disability-related modification or accommodation, including auxiliary aids or services, in order to participate in the public meeting, may request such modification, accommodation, aid or service by contacting the City Clerk/ Cemetery District Board Secretary either in person or by phone at 951-677-7751 x210, no later than 10:00 a.m. on the day preceding the scheduled meeting. REPORTS All agenda items and reports are available for review at City Hall, 23873 Clinton Keith Road and on the City’s website at the following address: Wildomar.gov. Any writings or documents provided to a majority of the City Council/ Cemetery District Board regarding any item on this agenda (other than writings legally exempt from public disclosure) will be made available by appointment for public inspection at City Hall during regular business hours. CITY COUNCIL - REGULAR MEETING 4

AFFIDAVIT OF POSTING I, Janet Morales, Wildomar City Clerk/ Cemetery District Board Secretary, do certify that at least 24 hours prior to the meeting, a true and correct copy of this agenda was posted at Wildomar City Hall, 23873 Clinton Keith Road; U.S. Post Office, 21392 Palomar Street; Wildomar Library, 34303 Mission Trail Blvd; and on the City’s website at Wildomar.gov. Janet Morales, CMC City Clerk/ Cemetery District Board Secretary Dated: September 25, 2025 CITY COUNCIL - REGULAR MEETING 5

CITY OF WILDOMAR REGULAR MEETING CLOSED SESSION Meeting Date: September 26, 2025 SUBJECT: CLOSED SESSION SUBMITTED BY: Thomas D Jex, City Attorney ACTION: The City Council will meet in closed session pursuant to the provisions of Government Code section 54957(b) regarding Public Employee Performance Evaluation. Title: Interim City Manager. The City Council will meet in closed session to hold a conference with its Labor Negotiator regarding Unrepresented Employee pursuant to Government Code 54957.6. Agency representative: Mayor Ashlee DePhillippo Unrepresented employee: Interim City Manager The City Council will meet in closed session pursuant to the provisions of Government code section 54957 regarding Public Employee Appointment Title: City Manager 6

CITY OF WILDOMAR REGULAR MEETING GENERAL BUSINESS Agenda Staff Report # 3.1 Meeting Date: September 26, 2025 SUBJECT: City Manager Employment Contract and Update to Salary Schedule - Chris Mann SUBMITTED BY: Thomas D Jex, City Attorney ACTION: 1. Approve the Employment Agreement for the position of City Manager with Chris Mann; and 2. Adopt a Resolution entitled: RESOLUTION NO. 2025 - _____ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WILDOMAR, CALIFORNIA, APPOINTING CHRIS MANN AS CITY MANAGER AND UPDATING THE SALARY SCHEDULE SUMMARY: The purpose of the above referenced resolution is to enter into an employment agreement (“Agreement”) with Mr. Mann. This resolution also modifies the City’s salary schedule as required under CalPERS rules. DISCUSSION: On May 14, 2025, the City of Wildomar entered into an employment agreement with Chris Mann for the position of Interim City Manager. Mr. Mann is an experienced public service executive who has been leading the City during this transition period. Based on his experience and good performance, the City Council seeks to appoint Mr. Mann as the City Manager, consistent with the Employment Agreement (“Agreement”) attached to this staff report as exhibit “A.” to the Resolution. The highlights of the Agreement are as follows: • Base Compensation: City Manager's initial annual Base Salary shall be two hundred eighty- one thousand Dollars ($281,000.00), payable in installments on a semi-monthly basis. • Cost of Living Adjustment: City Manager is entitled to receive a cost-of-living adjustment (“COLA”) equal to the Consumer Price Index (“CPI”). • Term: City Manager’s employment under this agreement will commence September 26, 2025, and shall continue until September 30, 2029, or the date of earlier termination in accordance with provisions in this Agreement. • Deferred Compensation: As part of City Manager’s annual compensation, the City Manager may participate in the deferred compensation plan pursuant to Section 457 of the Internal Revenue Code as established by the City. 7

• Health and Medical Benefits Insurance: City shall pay one hundred percent (100%) of the premium for Employee+Family for Kaiser Permenante, or equivalent amount towards another City sponsored health plan, dental and vision care for City Manager and dependents. • Comprehensive Annual Leave and Administrative Leave: City Manager shall accrue Comprehensive Annual Leave (CAL time) at the same rate provided to the City’s executive and management employees. Administrative leave provided under this section is subject to the same rules and limitations as provided to other employees in the executive classification under the City’s Personnel Rules. ATTACHMENTS: 1. Resolution Exhibit A to Resolution: City Manager Employment Agreement Chris Mann Exhibit B to Resolution: Salary Schedule 8

RESOLUTION NO. 2025 - _____ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WILDOMAR, CALIFORNIA, APPOINTING CHRIS MANN AS CITY MANAGER AND UPDATING THE SALARY SCHEDULE WHEREAS, the City Council of the City of Wildomar (“City”) proposes to, and hereby does by this resolution, enter into an employment agreement (“Agreement”) with Chris Mann to serve as the City’s City Manager. The Agreement is attached hereto as Exhibit “A”; WHEREAS, title 2 of the California Code of Regulations, section 570.5, requires that the City publish an accurate salary schedule that provides salary ranges for each authorized classification; and WHEREAS, by adoption of this resolution, the City intends to enter into the Agreement with Mr. Mann and comply with the necessary regulations of the Public Employees’ Retirement Law by providing an accurate salary schedule. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WILDOMAR DOES HEREBY FIND, DETERMINE, AND RESOLVE AS FOLLOWS: SECTION 1. The City Council hereby incorporates the above recitals herein by reference. SECTION 2. The City Council hereby appoints Chris Mann as City Manager and approves the Agreement attached hereto as Exhibit “A” and authorizes the Mayor to execute the Agreement. SECTION 3. The City Council hereby approves and adopts the revised salary schedule attached hereto as Exhibit “B.” PASSED, APPROVED AND ADOPTED this 26th day of September, 2025. __________________________ Ashlee DePhillippo Mayor 9

APPROVED AS TO FORM: ATTEST: __________________________ _________________________ Thomas D. Jex Janet Morales, CMC City Attorney City Clerk 10

14920-7434-3015 v10 CITY MANAGER EMPLOYMENT AGREEMENT BY AND BETWEEN THE CITY OF WILDOMAR AND CHRIS MANN 1. Employment. This City Manager Employment Agreement (Agreement) is entered into by and between the City of Wildomar (City), a general law city, and Chris Mann (City Manager). Under this Agreement, the City offers, and City Manager accepts, employment as City Manager of the City. This Agreement has been approved by the City Council on the date noted below and shall be considered effective September 26, 2025. 2. Duties. The City Manager shall be the chief executive officer of the City and be responsible to the City Council for the proper administration of all affairs of the City. City Manager shall administer and enforce policies established by the City Council and promulgate rules and regulations as necessary to implement City Council policies. City Manager shall perform those duties and have those responsibilities that are commonly assigned to a city manager of a city in California, and as may be further set forth in the City’s Municipal Code. City Manager shall perform such other legally permissible and proper duties and functions consistent with the office of City Manager, as the City Council shall from time to time assign. City Manager shall not be absent for more than two (2) working days without prior written notice to the City Council and reasonable justification. City Manager shall provide the City Council with reasonable advance written notice of absences due to vacation or use of administrative leave, and shall obtain prior approval from City Council for planned absences due to vacation or administrative leave of more than fourteen (14) consecutive working days. Absences that are not in compliance with these provisions shall be considered unauthorized absences or leaves for the purpose of Section 6.2. 3. Devotion to City Business. City Manager agrees to devote his productive time, ability and attention to the City's business during the term of this Agreement. It is recognized that the City Manager must devote a great deal of time to the business of the City outside of the City’s customary office hours, and to that end the City Manager’s schedule of work each day and week shall vary in accordance with the work required to be performed. City Manager shall spend sufficient hours on site to perform City Manager’s duties. In accordance with Government Code Section 1126, during the period of his employment, with the exception of City Manager’s Gov360 podcast and related activities such as educational courses and speaking engagements, subject to the limitations in section 4.B. of this Agreement, City Manager shall not accept, without the express prior written consent of the City Council, any other employment. City Manager may engage in other business, commercial, or professional activity, provided that it does not cause a conflict-of-interest or interfere with the business or operation of City or the satisfactory performance of City Manager’s duties. 11

24920-7434-3015 v10 4. Term. A. City Manager’s employment under this agreement will commence September 26, 2025, and shall continue until September 30, 2029, or the date of earlier termination in accordance with provisions in this Agreement. B. City Manager agrees to remain in exclusive employ of the City while employed by the City. This section shall not prohibit occasional teaching, writing, or speaking, for compensation, a fee or other value. The Parties agree that City Manager may continue to create content for his Gov360 podcast. City Manager may host individuals from public agencies or companies currently contracting with the City. However, the Parties acknowledge that the City will not hire or do business with any individual, not already working with the City in some capacity, within one year of appearing on City Manager’s Gov360 podcast. C. At the request of either party, the City and City Manager may initiate discussions on the extension of the Term at least six (6) months prior to September 30, 2029 or such later expiration date in the event the Term is hereafter extended. 5. Hours of Work. City Manager shall devote the time necessary to adequately perform his duties. The Parties expect that a minimum of forty (40) hours per week including time outside of the normal business hours, will be required to satisfy this requirement. Toward that end, City Manager shall be allowed reasonable flexibility in setting his own office hours, provided the schedule of such hours delivers adequate availability to the City Council, City staff, and members of the community during normal City business hours and for the performance of his duties and of City business. The position of City Manager shall be deemed an exempt position under California wage and hour law and under the federal Fair Labor Standards Act. City Manager’s compensation (whether salary or benefits or other allowances) is not based on hours worked and City Manager shall not be entitled to any compensation for overtime. 6. Termination; General Release; Severance. 6.1 Termination Without Cause. The City Council may terminate this Agreement, and thereby terminate City Manager’s employment, without cause by the affirmative votes of not less than three (3) members of the City Council. Notice of termination shall be provided to City Manager in writing with thirty (30) days’ notice. The City may terminate this Agreement without cause as provided in this section 6.1 notwithstanding anything to the contrary contained in or arising from any Personnel Policies or past City practices relating to the employment, discipline, or termination of its employees. City has the right to immediately place City Manager on paid administrative leave and such leave time shall count toward the thirty (30) day notice period. If City Manager does not challenge termination through any means, executes, 12

34920-7434-3015 v10 and does not revoke, a Separation Agreement (“Separation Agreement”) in the form attached hereto as Exhibit “A,” City shall pay City Manager payment equal to the lesser of twelve (12) months, or the number of full months remaining in the term of this Agreement, of the City Manager’s then Base Salary, and shall provide commensurate number of months of health (medical, dental, and vision) benefits, if enrolled, continuing under the benefit plans in which the City Manager and his dependents are then enrolled (the cash payment and continuing benefits, collectively “Severance”). Severance does not include any accrued unpaid salary, less applicable deductions, cash in lieu for health benefits, deferred compensation, benefits or any accrued compensable leave to which City Manager may be otherwise entitled under the law. Notwithstanding the foregoing, if City Manager is hired by an employer before receiving the final Severance payment under this section, the City Manager forfeits his right under this section to receive the remaining portion of the Severance. 6.2 Termination With Cause. The City Council may terminate this Agreement, and thereby terminate City Manager’s employment, with cause, by the affirmative votes of not less than three (3) members of the City Council. City Manager shall not be entitled to any additional compensation or payment, including Severance, but shall be entitled only to accrued Base Salary and vacation pay, and any other accrued and unused benefit as may be required by law (“Accrued Salary and Benefits”). City Manager expressly waives any rights provided for Administrative Personnel under City’s Personnel Policies, any rights provided for the City Manager or Administrative Personnel under the Wildomar Municipal Code or under State or Federal law to any form of pre- or post-termination hearing, appeal, or other administrative process pertaining to termination, except when the City Manager has a California or federal constitutional right to a name clearing hearing. As used in this Agreement, Cause shall only mean any of the following: A. Conviction of, or plea of guilty or nolo contendre to, any misdemeanor or felony under state or federal law; B. Proven failure, as determined at the sole discretion of the City Council, of the City Manager to observe or perform any of his lawful duties and obligations, if that failure continues for a period of seven (7) days from the date of his receipt of notice from the City Council specifying the acts or omissions deemed to amount to that failure; C. Conviction of any crime involving an “abuse of office or position,” as that term is defined in Government Code Section 53243.4; D. City Manager is fined by the Fair Political Practices Commission for a violation of the Political Reform Act or FPPC Regulation in an amount in excess of one thousand five hundred dollars ($1,500); E. City Manager commits any flagrant act of dishonesty or any act involving moral turpitude, which materially and adversely affects the image of the City 13

44920-7434-3015 v10 or the ability of the City Manager to execute his duties or his ability to lead City employees; F. City Manager commits gross negligence in the performance of any of his City Manager duties. Mere inefficiency or good faith errors in judgment or discretion shall not constitute “gross negligence”; G. persistent failure to disclose material information regarding the business or operation of the City necessary for the City Council to undertake its obligation as the elected legislative body of the City; H. City Manager’s use or possession of illegal drugs; I. unauthorized absence or leave in violation of section 2 of this Agreement; J. City Manager breaches any material term of this Agreement; K. City Manager commits a violation of the City’s Municipal Code, or applicable personnel policies, such as the City’s Policy Against Harassment, Discrimination, and Retaliation; L. City Manager commits a material failure to disclose information regarding the business or operation of the CITY that hinders or impairs the City Council’s ability to make informed decisions on projects, policies or legislative actions; or M. City Manager commits a material failure to follow clear and legal directives of a majority of the City Council provided in a duly noticed public meeting, including closed session. 6.3 Elections. City agrees not to terminate City Manager’s employment without cause within thirty (30) days before, or ninety (90) days after any municipal election for the selection or recall of one or more of the members of the City Council, at which a new member of the City Council is elected. 6.4 Death. If, during the Term or any extended Term, City Manager dies, City Manager’s estate shall receive Accrued Salary and Benefits, but shall not be entitled to any additional compensation or payment, including Severance. 6.5 Resignation. City Manager may resign from his employment at any time, upon giving thirty (30) days written notice to the City Council. If City Manager resigns from employment, then City 14

54920-7434-3015 v10 Manager is not entitled to Severance and will only receive Accrued Salary and Benefits upon resignation. 6.6 Termination Obligations. City Manager agrees that all property, including, without limitation, all equipment, tangible Proprietary Information (as defined below), documents, records, notes, contracts, and computer-generated materials furnished to or prepared by him incident to his employment belongs to City and shall be returned promptly to City upon termination of City Manager’s employment. City Manager’s obligations under this subsection shall survive the termination of his employment and the expiration of this Agreement. 6.7 Benefits Upon Termination. All benefits to which the City Manager is entitled under this Agreement shall cease upon his termination in accordance with this Section 6, unless expressly continued either under this Agreement, under any specific written policy or benefit plan applicable to the City Manager, or unless otherwise required by law. 7. Proprietary Information “Proprietary Information” is all information and any idea pertaining in any manner to the business of City (or any City affiliate), its employees, clients, consultants, or business associates, which was produced by any employee of City in the course of his or her employment or otherwise produced or acquired by or on behalf of City. Proprietary Information shall include, without limitation, trade secrets, product ideas, inventions, processes, formulae, data, know-how, software and other computer programs, copyrightable material, marketing plans, strategies, sales, financial reports, forecasts, and customer lists. All Proprietary Information not gener