HomeMy WebLinkAbout2025-10-21; City Council; 02; City Attorney Employment AgreementCA Review JRT
Meeting Date: Oct. 21, 2025
To: Mayor and City Council
From: Geoff Patnoe, City Manager
Staff Contact: Darrin Schwabe, Human Resources Director
darrin.schwabe@carlsbadca.gov, 760-271-5548
Subject: City Attorney Employment Agreement
Districts: All
Recommended Action
Adopt a resolution approving the amended and restated City Attorney Employment Agreement
with Cindie K. McMahon and a corresponding amendment to the Appointed Officials Salary
Range Schedule.
Executive Summary
The City Council is being asked to approve amendments to the city’s employment agreement
with the City Attorney and a corresponding amendment to the Appointed Officials Salary Range
Schedule.
Explanation & Analysis
Background
•July 26, 2022 – The City Council approved an employment agreement with Cindie K.
McMahon as the City Attorney, effective Aug. 2, 2022, with a base salary of $280,000.
•October 10, 2023 – The City Attorney’s employment agreement was amended and
restated; the City Council increased the City Attorney’s annual base salary from
$280,000 to $290,080, effective July 1, 2023.
•Jan. 14, 2025 – The City Attorney’s employment agreement was amended and restated;
the City Council increased the City Attorney’s annual base salary from $290,080 to
$297,332, effective July 1, 2024.
New terms of employment
The City Council conducted a performance evaluation of the City Attorney at a closed session
meeting on Sept. 30, 2025. At the same closed session meeting, the City Council negotiated the
City Attorney’s terms of employment.
The City Attorney agreed to the new terms of their employment, which will include a 4% salary
increase to $309,225.28.
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Fiscal Analysis
The annual cost of the changes in terms of the City Attorney’s employment is $13,503.63. The
fiscal year 2025-26 impact of $13,503.63 will be funded by the existing General Fund budget.
There are sufficient funds in the fiscal year 2025-26 General Fund operating budget, and no
additional appropriations are needed at this time.
Next Steps
Staff will obtain the necessary signatures to finalize the agreement. The amended Appointed
Officials Salary Range Schedule will be posted on the city’s website.
Environmental Evaluation
The proposed action is not a “project” as defined by California Environmental Quality Act
(CEQA) Section 21065 and CEQA Guidelines Section 15378(b)(2) & (5) and does not require
environmental review under CEQA Guidelines Section 15060(c)(3) as it is a government
organizational or administrative activity that will not result in direct or indirect physical changes
in the environment.
Exhibits
1.City Council resolution
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Exhibit 1 RESOLUTION NO. 2025-230 .
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, APPROVING THE AMENDED AND RESTATED CITY ATTORNEY
EMPLOYMENT AGREEMENT WITH CINDIE K. MCMAHON AND A
CORRESPONDING AMENDMENT TO THE APPOINTED OFFICIALS SALARY
RANGE SCHEDULE
WHEREAS, the City Council of the City of Carlsbad, California, desires to approve the amended
and restated City Attorney Employment Agreement with Cindie K. McMahon (Attachment A); and
WHEREAS, the amended and restated City Attorney Employment Agreement adjusts the City
Attorney’s annual base pay by 4% to $309,225.28; and
WHEREAS, the City Council desires to amend the Appointed Officials Salary Range Schedule to
indicate the City Attorney’s revised maximum annual salary of $309,225.28.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1.That the above recitations are true and correct.
2.That the City Council has determined that the proposed action is not a “project” as
defined by California Environmental Quality Act (CEQA) Section 21065 and CEQA
Guidelines Section 15378(b)(2) & (5) and does not require environmental review under
CEQA Guidelines Section 15060(c)(3) as it is a government organizational or
administrative activity that will not result in direct or indirect physical changes in the
environment.
3.That the amended and restated City Attorney Employment Agreement with Cindie K.
McMahon in Attachment A is approved, effective July 1, 2025.
4. That the amended Appointed Officials Salary Range Schedule in Attachment B is
approved, effective July 1, 2025.
5.That the Mayor of the City of Carlsbad is authorized to execute the amended and
restated City Attorney Employment Agreement with Cindie K. McMahon on behalf of
the City of Carlsbad.
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PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City
of Carlsbad on the 21st day of October, 2025, by the following vote, to wit:
AYES: Blackburn, Bhat-Patel, Acosta, Shin.
NAYS:
ABSTAIN:
ABSENT:
Burkholder.
None.
None.
______________________________________
KEITH BLACKBURN, Mayor
______________________________________
SHERRY FREISINGER, City Clerk
(SEAL)
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CITY OF CARLSBAD
AMENDED AND RESTATED CITY ATTORNEY EMPLOYMENT AGREEMENT
This Amended and Restated City Attorney Employment Agreement (“Agreement”) is
entered into as of the date this Agreement is approved by the City Council for the City of
Carlsbad, by and between the City of Carlsbad, California, a municipal corporation ("City"), and
Cindie K. McMahon, an individual ("City Attorney"). City and City Attorney are sometimes
individually referred to as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Chapter 2.14 of the Carlsbad Municipal Code provides for the Office of the
City Attorney who shall be appointed and retained by the City Council wholly on the basis of her
legal ability and experience, particularly in the municipal law field, and shall hold that office for
and during the pleasure of the City Council; and
WHEREAS, on July 26, 2022, the City Council adopted Resolution No. 2022-193,
establishing an employment agreement with Cindie K. McMahon as City Attorney, effective
August 2, 2022; and
WHEREAS, on August 29, 2023, the City Council conducted a performance review of
Cindie K. McMahon and on September 12, 2023, the City Council authorized amendments to
her employment agreement; and
WHEREAS, on October 10, 2023, the City Council adopted Resolution No. 2023-256,
amending and restating the employment agreement with Cindie K. McMahon as City Attorney
and making corresponding amendments to the Appointed Officials Salary Schedule, effective
July 1, 2023; and
WHEREAS, on January 14, 2025, the City Council adopted Resolution No. 2025-001,
amending and restating the employment agreement with Cindie K. McMahon as City Attorney
and making corresponding amendments to the Appointed Officials Salary Schedule, effective
July 1, 2024; and
WHEREAS, on September 30, 2025, the City Council conducted a performance review of
Cindie K. McMahon and, the City Council authorized negotiations on amendments to her
employment agreement and corresponding amendments to the Appointed Officials Salary
Schedule, effective July 1, 2025; and
WHEREAS, it is the desire of the Parties to act as a deterrent against malfeasance or
dishonesty for personal gain on the City Attorney’s part and to provide for terminating her
services at such time as she may be unable to fully discharge her duties or when the City
Council may otherwise desire to terminate her employment; and
WHEREAS, it is the desire of the Parties to enter into this Agreement on the terms and
Attachment A
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conditions set forth below.
NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the Parties agree as follows:
SECTION I - DUTIES
The City Council agrees to employ Cindie K. McMahon as City Attorney and to exercise the
powers, duties and responsibilities set forth in Carlsbad Municipal Code Chapter 2.14 and
applicable state law and such other applicable ordinances and resolutions now in effect or
subsequently adopted by the City Council. Cindie K. McMahon as City Attorney is subject to and
shall comply with Government Code Sections 53243-53244, which address consequences for
conviction of a crime for abuse of office or position.
SECTION II - TERM
Cindie K. McMahon is appointed as City Attorney, effective on August 2, 2022, and shall
continue in that capacity and shall continue to fulfill the powers, functions and duties of City
Attorney and shall serve in that capacity until such time as this Agreement is terminated
pursuant to Section IV below. The purpose of this paragraph is to ensure compliance with
California Government Code Sections 53260-53264. Nothing in this Agreement shall prevent,
limit or otherwise interfere with the right of City Attorney to resign at any time subject only to
the provisions set forth in Section IV below. City Attorney agrees to remain in the exclusive
employ of City and neither to accept other employment nor to become employed by any other
employer without the express written permission of the City Council; provided, nothing
contained in this Agreement shall be construed or interpreted to prohibit City Attorney from
engaging in such occasional activity as teaching, writing, or consulting, which activity shall only
be conducted apart from her normal and regular functions and duties.
SECTION III - COMPENSATION
A. Base Salary
1. Base Salary. Effective as of July 1, 2025, the annual base salary for City Attorney
shall be increased by 4.0% to $ 309,225.28, which shall be reflected on the Appointed
Officials Salary Schedule and paid bi-weekly at $11,893.28 per completed pay cycle.
This includes the compensation for the additional positions of General Counsel for the
Housing Authority/Community Development Commission, Carlsbad Municipal Water
District, Public Financing Authority, Industrial Development Authority and all other
subsidiary boards or commissions that assemble and require the services of General
Counsel.
B. Work Schedule
City Attorney may work a 9/80 work schedule as provided for in Administrative Order No. 57.
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C. Deferred Compensation
City shall make an annual contribution on behalf of City Attorney to a Section 457 Deferred
Compensation Plan in the maximum amount allowable, prorated over the number of pay periods
in the calendar year.
D. Retirement
City Attorney will be enrolled in the miscellaneous CalPERS retirement system under City's "Tier
1," which consists of a 3% at 60 years of age formula with a one-year final highest earnings and
pensionable compensation cap. City Attorney will be responsible for the CalPERS employee
contribution.
SECTION IV - SEPARATION FROM EMPLOYMENT
A. Termination of Employment
Upon termination of City Attorney's employment by City for any reason other than
City Attorney's voluntary resignation, City shall pay City Attorney the sum of $3,500 to
compensate City Attorney for costs incurred by City Attorney in obtaining legal review,
benefits review, or other professional advisory or personal counseling services which
City Attorney elects to utilize in connection with the termination, including the review
and negotiation of any separation-related agreements with City.
B. Voluntary Resignation /Retirement
City Attorney may resign at any time and agrees to give the City at least 60 days’
advance written notice of the effective date of City Attorney's resignation, unless the
Parties otherwise agree in writing. If City Attorney retires from full-time public service
with City, City Attorney may provide six months' advance notice. City Attorney's actual
retirement date will be mutually established.
C. Termination & Removal
1. City Attorney is an at-will employee serving at the pleasure of the City Council as
provided in Government Code Section 36506.
2. The City Council may remove City Attorney at any time, with or without cause, by
a majority vote of its members. Notice of termination shall be provided to City
Attorney in writing. Termination, as used in this section, shall also include a request by
City Council for City Attorney to resign, a reduction in salary or other financial benefits
of City Attorney, a material reduction in the powers and authority of City Attorney, or
the elimination of City Attorney's position. Any such notice of termination or act
constituting termination shall be given at or effectuated at a duly noticed meeting of
the City Council.
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3. City Attorney shall not be removed during the 120-day period preceding or
following any City election for membership on the City Council, or during the 120-day
period following any change in membership of the City Council, except upon
unanimous vote of the City Council.
4. Given the at-will nature of the position of City Attorney, an important element of
the employment agreement pertains to termination. It is in both City and City
Attorney’s interest that any separation of City Attorney is done in a professional
manner. The parties agree that, except as otherwise required by law, any public
statement made related to the separation will be made by mutual agreement. No
further statements will be made. Should City, violate this provision, City shall
compensate City Attorney in the amount of $5,000 per instance.
D. Severance Pay
1. In the event the City Council terminates this Agreement during such time as City
Attorney is ready, willing and able to perform City Attorney's duties under this
Agreement, City agrees either to pay City Attorney a lump sum cash payment equal to
12 months' base salary in effect at the time of separation or to continue City
Attorney’s base salary for a period of 12 months. This decision will be made upon
mutual agreement of the parties.
2. City shall extend to City Attorney the right to continue health insurance as may
be required by and pursuant to the terms and conditions of the Consolidated
Omnibus Budget Reconciliation Act of 1985 (COBRA). The City agrees to pay City
Attorney's COBRA coverage for the same number of months for which City Attorney is
entitled to severance or until City Attorney either secures employment or obtains
other health insurance, whichever of these events first occurs. City Attorney shall
notify the City within five days of securing new employment or insurance.
3. In the event City refuses, following written notice of non-compliance, to comply
with any provision in this Agreement benefiting City Attorney, or City Attorney resigns
following a suggestion, whether formal or informal, by a majority of the City Council
that City Attorney resign, then City Attorney may, at City Attorney's option, be
deemed to be terminated as of the date of such refusal to comply or suggestion to
resign and this severance pay provision shall be actuated.
4. All payments required under this agreement are subject to and shall be
interpreted to comply with the limitations set forth in Government Code Sections
3511.1-3511.2 and 53260-53264.
E. Involuntary Resignation
1. Formal or Informal Request to Resign. In the event that the City Council formally
or a majority of the City Council informally asks City Attorney to resign, then City
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Attorney shall be entitled to resign and receive the severance benefits provided for in
this Agreement.
2. Changes in Carlsbad Municipal Code Provisions Relating to City Attorney. City
Attorney has relied upon the provisions of the Carlsbad Municipal Code upon entering
into this Agreement, as it pertains to City Attorney’s role, powers, duties, authority,
responsibilities, compensation and benefits. If the City Council adds, deletes or
amends the Carlsbad Municipal Code related to City Attorney’s duties and
responsibilities without the consent of City Attorney, and such addition, deletion or
amendment is inconsistent with the terms of this Agreement and City Attorney's role,
powers, duties, authority, responsibilities, compensation and benefits as currently
provided, then City Attorney shall have the right, at City Attorney's sole discretion, to
give the City Council notice that such amendment(s) constitute a request by the City
Council for City Attorney's involuntary resignation.
Upon receipt of such notice the City Council shall have 30 days in which to do one of
the following:
a. rescind the amendment(s);
b. renegotiate this Agreement to City Attorney’s satisfaction;
c. confirm that City Attorney is being asked to involuntarily resign; or
d. take no action.
If either c. or d. occurs, or the City is unable to accomplish b., City Attorney shall be
entitled to resign and receive the severance benefits provided for in this Agreement.
F. Separation for Cause
1. Notwithstanding the provisions above, City Attorney may be terminated for
cause. As used in this section, "cause" shall mean only one or more of the following:
a. Conviction of a felony;
b. Continued abuse of non-prescription drugs or alcohol that materially
affects the performance of the City Attorney's duties; or
c. Failure or refusal to carry out lawful duties assigned to the City Attorney.
2. If the City terminates City Attorney for cause, then the City may terminate this
Agreement immediately, and City Attorney shall be entitled to only the compensation
accrued up to the date of termination, payments required by Section G below, and
such other termination of benefits and payments as may be required by law. City
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Attorney shall not be entitled to any severance benefits provided above.
3. If the City terminates City Attorney for cause, the City and City Attorney agree
that, except as otherwise required by law, neither Party shall make any written or oral
statements to members of the public or the press concerning City Attorney's
termination except in the form of a joint press release which is mutually agreeable to
both Parties. The joint press release shall not contain any text or information that
would be disparaging to either Party. Provided, however, that either Party may
verbally repeat the substance of any such press release in response to inquiries by
members of the press or public.
G. Payment for Unused Leave Balance
On separation from City employment, City Attorney shall be entitled to all benefits,
rights, and privileges as other Management employees related to the payout of all
unused leaves during the course of her employment with the City of Carlsbad,
including that sick leave is not cashed out, but will be converted to service credit upon
retirement in accordance with CalPERS requirements.
SECTION V - VEHICLE ALLOWANCE OR PROVISION OF VEHICLE
The City Attorney's functions and duties require her to have use of an automobile during her
employment with the City. The City shall provide the City Attorney the monthly sum of $1,000
for the expense of owning, operating and maintaining and insuring her personal automobile.
The City Attorney shall keep and maintain in full force and effect personal liability and property
damage insurance in the minimum amounts of $250,000 per person and $500,000 per
occurrence and property damage of $100,000 and shall name the City of Carlsbad as an
additional insured. The amounts received under this section are in addition to the base salary.
SECTION VI - OTHER SUPPLEMENTAL BENEFITS
The City Attorney shall accrue vacation leave and sick leave as provided for under existing City
policy. The City Attorney shall be credited for twenty years of service credit in calculating leave
accrual rates and City Attorney shall be permitted to earn and accrue up to 400 hours of
vacation. AII other actions taken by the City Council relating to fringe benefits for management
employees shall be considered actions granting the same to the City Attorney, except that the
City Attorney may decline any fringe benefits to the extent permitted or authorized by law, City
policy, or this Agreement. As used in this Agreement, “fringe benefits” include but are not
limited to vacation, sick leave, educational benefits as they existed on the date of the approval
of this Agreement, holidays, retirement (CalPERS) benefits and payments, health insurance,
dental insurance, long-term disability insurance and life insurance as set forth in the
Unrepresented Employees Compensation and Benefits Plan and elsewhere. The City Attorney
may elect to participate in any of the medical insurance programs offered by the City. The City
will provide for a life insurance benefit of $500,000 for the City Attorney.
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SECTION VII - ANNUAL REVIEW
The City Council shall review and evaluate the performance of the City Attorney in July of each
year, and/or at such other time(s) during the year as the City Council may schedule evaluation
of the performance of the City Attorney. This review and evaluation of performance and salary
shall be in accordance with the criteria developed jointly by the City Council and the City
Attorney. The Mayor shall provide the City Attorney with a summary written statement of the
findings of the City Council and provide an adequate opportunity for the City Attorney to
discuss her evaluation with the City Council. The Mayor shall report out and authorize the City
Manager or designee to make changes to the salary or other agreed benefits to this or
subsequent employment agreements in accordance with all applicable laws.
SECTION VIII - STRATEGIC PLAN
On October 11, 2022, the City Council approved its first 5-year strategic plan. It is the duty and
responsibility of the City Attorney to provide necessary legal advice to assist the City Manager
in ensuring the City follows the strategic plan in compliance with applicable laws and
regulations.
SECTION IX - PROFESSIONAL AND ORGANIZATIONAL DEVELOPMENT
AII normal business expenses, such as state and local bar association dues, attendance at
League of California Cities conferences and committee meetings, League of California Cities City
Attorney Department meetings, International Municipal Lawyers Association events, San Diego
City Attorneys' Association meetings and conferences as well as business lunches, dinners, and
the like will be provided for separately in the operating budget of the Office of the City
Attorney. The City Council continues to support and encourage continuing development and
professionalism of the City organization and its employees. As such, the City Council supports
City Attorney's organizational development efforts, including but not limited to, employee
development, department development, and organization-wide development. These efforts
shall support the City Council’s strategic plan and goals and provide for the ongoing
development of a high-performing organization.
SECTION X - EFFECTIVE DATE
The effective date of this Agreement is the date this Agreement is executed by all parties.
SECTION XI - SEVERABILITY
If any clause, sentence, part, section, or portion of this Agreement is found by a court of
competent jurisdiction to be illegal or unenforceable, such clause, sentence, part, section, or
portion so found shall be regarded as though it were not part of this Agreement, and the
remaining parts of this Agreement shall be fully binding and enforceable by the Parties.
SECTION XII - NOTICES
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Notices pursuant to this Agreement shall be given by deposit in the custody of the United States
Postal Service, postage prepaid, addressed as follows or as such address may be changed from
time to time upon written notice to the other:
CITY CITY ATTORNEY
City of Carlsbad Mayor
City Hall
1200 Carlsbad Village Drive
Carlsbad, CA 92008
Cindie K. McMahon
City Hall
1200 Carlsbad Village Drive
Carlsbad, CA 92008
IN WITNESS WHEREOF, the City and the City Attorney have caused this Agreement to be
executed on ____ day of __________________, [YEAR].
CITY OF CARLSBAD
A Municipal Corporation
By: _________________________________
Keith Blackburn
Mayor
CITY ATTORNEY
By: _________________________________
Cindie K. McMahon
ATTEST:
By: _________________________________
Sherry Freisinger
City Clerk
APPROVED AS TO FORM:
By: _________________________________
Alison D. Alpert
Partner, Best Best & Krieger LLP
Special Counsel
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October, 202522nd
Attachment B
Appointed Officials Salary Range Schedule
Annual Salary
Min Max
Effective July 1, 2025
City Manager --- 304,860.40
Effective July 1, 2025
City Attorney --- 309,225.28
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