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2001-125-Approving Employment Agreement Between The Town Of Los Gatos And Clerk AdministratorItESOI,UTION 2001 -125 .RESOLUTION OF THE TOWN OF LOS GATOS APPROVING EMPLOYMENT AGREEMENT BETWEEN THE TOWN OF LOS GATOS .AND CLERK ADMINISTRATOR BE IT RESOLVED, and it is hereby resolved by the Town Council of the Town of Los Gatos, County of Santa Clara, .State of California, that the Town of Los Gatos enter into the Employment Agreementwith the Clerlc Administrator (a copy of which is attached hereto as Exhibit A); and BE IT FURTHER RESOLVED, thatthe Mayor is authorized and is hereby directed to execute said :Employment Agreement in the name of and on behalf of the Town of Los Gatos. PASSED .AND ADOPTED at a regular meeting of the Town Council of the Town of Los Gatos, California, held on the 5`" day of November, 2001 by the following vote: COUNCIL MEMBERS.: AYES: .Randy Attaway, Steven Blanton, Sandy Decl~er, Steve Glickman, Mayor Joe Pirzynski. NAYS : None ABSENT: None ABSTAIN: None ./~' SIGNED: G MAYOR OF THE TOWN OF -LOS GATOS LOS GATOS, CALIFORNIA ATTEST: CLERK OF THE TOWN O S GAT08 LOS GATOS, CAI,IFORI~IIA ~-r r 1u~ ur ~1 t1r; 1~U W N UL~H.ki ~ ~ ( ~ AGR O / . l 7~ IHH ORD AGREEMENT .FOR EMPLOYMENT REC CLERK ADMINISTRATOR RESO X40 / _ /ate l -~ ° This Agreement is made and entered into this L day of November , 200:1, by and between the Town of Los Gatos, a California general law municipal corporation, hereinafter referred to as "Town" and Marian Cosgrove, .hereinafter referred to as "Cosgrove." RECITALS A. The Town Council of the Town of Los Gatos :has appointed Cosgrove to the .position of Clerk Administrator of the Town of Los Gatos on November 12, 2001. B. It is the desire of the Town Council to establish the terms and conditions of employment of Cosgrove to the position of Clerk Administrator of the Town of Los Gatos, including the duties,. salary and benefits of employment. C. Cosgrove desires to accept employment as Clerk Administrator of the Town ofLos Gatos under the terms .set forth herein. NOW, THEREFORE, in consideration of the respective and mutual .covenants hereinafter ..contained and made, and for other .good .and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, and .agreed, and subject to all the terms and conditions .hereof, the parties agree as follows: 1. Employment of Clerk Administrator. This Agreement establishes the terms and conditions of employment of Cosgrove as the Clerk Administrator of the Town of Los Gatos. 2. Duties. Cosgrove shall perform the functions and duties of the Clerk Administrator as specified by .resolutions of Town, and perform such other duties and functions as the Town Council may assign from time to time. 3. Term. Commencing on the effective date of this Agreement, which the parties agree shall be November 12, 2001 ("Effective Date") and continuing through November 4, .2004 ("Termination Date"), Cosgrove agrees to perform those functions and duties specified in Council Resolutions and to perform such other legally permissible and proper duties and functions as the Town Council shall from time to time assign until this Agreement is terminated pursuant to its terms. 4. Compensation. (a) Base Salary. Town shall pay Cosgrove the annual base salary of thirty nine thousand, two-hundred and twenty-eight dollars ($39,228.00), in .installments at the same time as other employees of Town are paid. (b) Retirement and Health Benefits. Cosgrove shall receive retirement and health benefits consistent with those provided in accordance with Town contract with Ca1PERS. (c) Vacation. As of the Effective Date, Cosgrove shall accrue one-hundred fifty (150) hours of vacation leave per year. (d) Sick Leave. As of the Effective Date, Cosgrove shall accrue seventy-two (72) hours of sick leave per year. (e) Supplemental Benefits. Effective December 1, 2001, Cosgrove shall be eligible for supplemental health benefits (cash allocation) equal to those provided to Management Group I. (f) Holidays. As of the effective date, Cosgrove shall receive the same paid holidays that are provided to the Town's Department Heads as they now exist or hereafter may be amended by the Town Council. 5. ~ Termination and Severance. (a) Termination. This Agreement shall be terminated on November 4, 2004. Town may terminate Cosgrove at any time during the term of this .Agreement upon thirty {30) days notice of its decision to terminate this Agreement, as provided by the provisions of the Ralph M. Brown Act (California Government Code §54950 et seq.). Due to the important nature of Cosgrove's duties to the Town, if Cosgrove desires to terminate this Agreement, Cosgrove .must provide the Town Council with thirty (30) days written notice prior to the date she ceases to perform her duties :and responsibilities under this Agreement. (b) Termination .Based on Disability or Death. In the event Cosgrove is permanently disabled or is otherwise unable to perform her duties 'because of sickness; accident, injury, mental incapacity or health reasons for a period of two {2) consecutive months beyond any accrued sick leave, Town may terminate this Agreement. 6. Indemnification. Town agrees to defend, hold harmless and indemnify Cosgrove against any tort, professional liability claim or demand, or other legal action, whether groundless or otherwise, arising out an alleged act or omission occurring in the performance of Cosgrove's Clerk Administrator duties. Town, at is direction, is not required to .indemnify Cosgrove for any illegal acts committed by Cosgrove.. 7. Bonding Requirements. Town shall bear full cost of the Fidelity Bond required of Cosgrove under any law or ordinance. 8. Other Terms and Conditions. The Council, in consultation with the Cosgrove, shall fix any such other terms and conditions of employment, as it may determine from time to time, relating to the performance of Cosgrove, provided such. terms and conditions are .not inconsistent with or in conflict with the provision of this Agreement or State law. 2 9. Severability. If any provision, or portions thereof, contained in this Agreement is held unconstitutional, invalid or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable and shall remain in full force and effect. 10. Notices. (a) Notices pursuant to this Agreement. shall be .given by deposit in the custody of the United States Postal Service, postage prepaid, .addressed as follows: Mayor .and Town Council Marion Cosgrove, Clerk Administrator Town of Los Gatos Town of Los Gatos .Post Office Box 949 Post Office Box 949 Los Gatos, CA 95030 Los Gatos, CA 95030 (b) Notices also may be personally served in the same manner as applicable to civil judicial practice. (c) Notice shall be deemed given as of the date of personal service or as of the date of deposit of such written notice in the course of transmission by the United State Postal Service. (d) Either party hereto may change their respective address of record by providing written notice thereof in accordance with this Sectiori. 11. General Provisions. (a) The text herein shall constitute the entire Agreement between the parties. (b) No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is :agreed to in writing by the Town and the Cosgrove. No waiver of either party at :any time of the breach of, or lack of compliance with, any conditions or provisions of this Agreement shall be deemed a waiver of other provisions or conditions hereof. (c) This .Agreement contains the entire agreement and understanding between the. parties and contains all of the terms and conditions of the parties' agreement and supercedes any other oral or written negotiations, discussions, representations, or agreements. Cosgrove acknowledges that she has not relied on any promises, statement, representations, or warranties except as set forth expressly in this Agreement. (d) This Agreement shall be binding upon and shall .inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the parties, provided; however, that Cosgrove may not assign •her :obligations hereunder. (e) This Agreement shall be governed by and construed in accordance with the laws of the State of California, and venue for any action concerning this Agreement shall be limited to the Superior Court for the County of Santa Clara.. (d) This Agreement shall be binding upon and shall inure to the benefit of the respective 'heirs, executors, administrators, successors and assigns of the parties, provided; however, that Cosgrove .may not assign her obligations hereunder. (e) This .Agreement shall be governed by and construed in .accordance with the laws of the State of California, and venue for any action concerning this Agreement shall be limited to the Superior Court for the County of Santa Clara.. (f) If any provision, or .any portion thereof, contained in this Agreement is held unconstitutional, invalid or unenforceable, the remainder of this Agreement, or portion thereof, shall be .deemed severable, shall not be affected .and shall remain in full force and effect. TOWN OF LOS GATOS Marian Cosgrove By: ATTEST: Mar n ss Se 'or Deputy Clerk APPROVED AS TO ORM: P. Korb, Town Attorney S\HR7b.11050 Lwpd 4 1°W N OF ~.N~~ `OS~~At°S CONfIDENTIAL DATE: November 19, 2001 TO: MARIAN COSGROVE, CLERK ADM ISTRATOR ..FROM: MAYOR, JOE PIRZY ' BUBJE'CT: ANNUAL EVALUATI N D SALARY ADJUSTME CONSIDERATION Consistent with direction provided by the Town Council, you shall receive an annual performance evaluation in your position of Cierk Administrator. The evaluation shall be conducted by the Town Council or their delegate, and shall include possible salary adjustments based upon your performance. Please let me know if you have any questions. cc. Town Manager N:\MGR\GROGERS\CNF\COl1NCIL\Town Clerk\evaluationmemofrommayor.wpd