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2007-117-Resoultion Of The Town Council Of The Town Of Los Gatos Approving Employment Agreement Between The Town Of Los Gatos And Gerg Larson.RESOLUTION 2007-117 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS APPROVING EMPLOYMENT AGREEMENT BETWEEN THE TOWN OF LOS GATOS AND GREG CARSON 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 Agreement with Greg Larson, Town Manager (a copy of which is attached hereto); and BE IT FURTHER RESOLVED, that the 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 5th day of November, 2007, by the following vote: AYES: Steve Glickman, Diane McNutt, Barbara Spector, Mike Wasserman, and Mayor Joe Pirzynski NAYS.: None ABSENT: ABSTAIN SIGNED: ~ ~~~~ MAYOR OF THE TOWN OF LOS GATOS LOS GATOS, CALIFORNIA ATT T: ~~ CLE HE TOWN OF LOS GATOS LOS GATOS, CALIFOPNIA AGREEMENT FOR EMPLOYMENT TOWN MANAGER This Agreement is made and entered into this day of November, 2007., by and between the Town of Los Gatos, a California general law municipal corporation, hereinafter referred to as '`Town" and Greg Larson, hereinafter referred to as "Larson." RECITALS A, The Town Council of the Town of Los Gatos has appointed Larson to the position of Town Manager of the Town of Los Gatos on November 5, 2007. B. It is the desire of the Town Council to establish the terms and conditions of employment of Larson to the positions of Town Manager of the Town of Los Gatos, including the duties, salary and benefits of employment. C. Larson desires to accept employment as Town Manager ofthe Town of Los Gatos under tlae 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 acknowledged, and agreed, and subject to all the terms and conditions hereof, the parties agree as follows: 1. Employment of Town Manager. This Agreement establishes the terms and conditions of employment of Larson as the Town Manager of the Town of Los Gatos. 2. Duties. Larson shall perform the functions and dirties of the Town Manager as specified under the laws of the State of California, the Los. Gatos Municipal Code, and the ordinances and 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 January 7, 2007 ("Effective Date"), Larson agrees to perform those functions and duties specified in the Town Code and the Government Code of the State of California, and to perform such other legally permissible and proper duties and fiulctions as the Town Council shall from time to time assign until this Agreement is terminated pursuant to its terms. Compensation. (a) Base Salary. Town shall pay Larson the annual base salary of one hundred ninety- seven thousand dollars ($197,000.00) ("Base Salary"), in installments at the same time as other employees of Town are paid. Page 1 of 6 (b) Deferred Compensation - 457 plan. In addition to Base Salary, Town agrees to make annual contributions on Larson's behalf to Town's .approved deferred compensation program established pursuant to section 457 of the federal Internal Revenue Cocle at the maximum annual legal amount, but in no event more than nine thousand dollars ($9,000.00) per year. Town shall use its best efforts to execute all necessary agreements to provide deferred compensation benefits pursuant to this Agreement. (c) Management Benefits. Except as otherwise set forth in this Agreement, in addition to the benefits specified herein, Larson shall receive any and all employee benefits otherwise accorded Town's executive management employees, including without limitation paid retirement benefits consistent with Town policy through the Public Employees Retirement System and health benefits, and as those benefits may be changed fiom time to time. (d) Vacation. As of the Effective Date, Larson shall be credited with two (2) weeks of vacation leave, and shall thereafter be entitled to accrue additional vacation leave at the rate of four (4) weeks per year, which shall increase to frve (5) weeks per year commencing on the fifth anniversary of the Effective Date. Larson shall be entitled to accrue, use or redeem vacation leave in whatever mam7er is permitted pursuant to Town policy, as same may be amended from time to time by action of the Town Council. (e) Siclc Leave. As of the Effective Date, Larson shall be credited with twelve (12) days of sick leave, and shall thereafter be entitled to accrue additional sick leave at the rate of twelve (12) days per year. Larson shall be entitled to accrue, use or redeem sick leave in whatever mamier is permitted pursuant to Town policy, as same may be amended from time to time by action of the Town Council. (t) Administrative Leave, Larson shall be entitled to administrative leave in an equivalent amount to that granted Town department heads, which the parties agree is five (5) days per year as of the Effective Date. Larson shall be entitled to accrue, use or redeem administrative leave in whatever manner is permitted pursuant to Town policy, as same may be amended from time to time by action of the Town Council. (g) Personal Leave. Larson shall be entitled to personal leave in the amount of six (6) days per year. Larson shall be entitled to accrue, use or redeem personal leave in whatever manner is permitted pursuant to Town policy, as same may be amended fiom time to time by action of the Town Council. (h) .Relocation Assistance and Housing Allowance. No housing allowance shall be provided. (i) Equipment. Town shall prove Larson all necessary equipment to be productive at and away from the Town Hall. 2 (j) Auto Allowance. Larson shall receive an annual auto allowance of six thousand dollars ($6,000.00). ' (Ic) Compensation Changes. Should the Town Council, upon completion of its annual review of Larson's performance pursuant to this Agreement, determine that Larson has met its performance expectations; the Town Council shall increase Larson's compensation at least consistent with compensation increases granted to other Town management employees. Larson understands and agrees that he has no entitlement to an increase in compensation. Any decision to increase Larson's compensation shall be retroactive to the beginning of the pay period immediately preceding the anniversary of the Effective Date when the review is conducted pursuant to this Agreement. Termination and Severance. (a) Termination. Town may terminate Larson at any time during the term o:f 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 X54950 et seg.) and subject to the requirements of Town Code sections 2.30.285 and 230.290. Due to the important nature of Larson's ditties to the Town, if Larson desires to terminate this Agreement, Larson must provide the Town Council with thirty (30) days written notice prior to the date he ceases to perform his duties and responsibilities under this Agreement and the provisions of the Town's Municipal Code. (b) Severance. In the event Larson is terminated without cause and subject to Town Code sections 2.30.285 and 2.30.290 by the Town Council in attendance at any lawfully called meeting, or resigns in lieu of termination, and Larson is willing and able to perforrxt his duties under this Agreement and the Town's Municipal Code, Town shall provide Larson with severance pay equal to six (6) months base salary and deferred compensation and any benefits that are lawfiilly required to be continued pursuant to COBRA and other statutes. Larson retains the right to participate in Town health and related benefit programs, should such programs be instituted during the term of this Agreement, at Larson's own and sole expense pursuant to the terms of COBRA. Larson shall be compensated for any unused vacation leave, holidays, and other benefits then accrued consistent with Town policies. (c) Termination for Cause. In the event Larson is terminated because of his conviction of any illegal act involving a felon, .personal gain, or moral turpitude, Town shall have tao obligation to pay the severance as set forth in this Agreement. In the event that Larson is under investigation for any of the foregoing reasons, Town may withhold all or part of such severance pay until it is determined if charges will be filed, and if charges are filed, until final judgment is rendered. (d) Termination Based on Disability or Death. In the event Larson is permanently disabled or is otherwise unable to perform his duties because of sickness, accident, injury, mental incapacity or health reasons for a period of three (3) consecutive months beyond any accrued sick leave, Town may terminate this Agreement. 6. Professional Development. Town agrees to pay for the professional dues, subscriptions, and other costs of Larson deemed necessary for his participation in national, state, regional, and local associations and organizations and in meetings, conferences, and training related there to, including but not limited to the International City/County Management Association, League of California Cities, and County City Managers' Association, which are considered mutual desirable for his continued professional participation and growth and for the good of the Town, subject to budgetary approval and Town Council oversight. 7. Business Expenses. Town shall reimburse Larson for all necessary and appropriate business expenses, including, but not limited to, the costs of business meetings, business meals, staff functions and special events attended in an ofFcial capacity, subject to any guidelines the Town Council may impose. Expenses associated with Larson's use of his personal automobile shall be reimbursed by payment of the auto allowance pursuant to this Agreement, and shall not be reimbursed as a business expense. 8. Indemnification. Town agrees to defend, hold harmless and indemnify Larson 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 Larson's duties. Town, at is direction, is not required to indemnify Larson for any illegal acts committed by Larson. Performance Review. (a) Within thirty (30) days of the Effective Date, the Town Council shall establish its performance expectations for Larson. (b) The Town Council agrees to conduct annual reviews of Larson's performance on or around the anniversary of the Effective Date. The objective of such review shall be to maintain an optimal working relationship and a mutual understanding and agreement on duties, responsibilities, and priorities between Larson and the Town Council. 10. Bonding. Reciuirements. Town shall bear full cost of the Fidelity Bond required of Larson under any law or ordinance. 4 11. Other Terms and Conditions. (a) The Council, in consultation with the Larson, shall fix any such other terms and conditions of employment, as it may determine from time to time, relating to the performance of Larson, provided such terms and conditions are not inconsistent with or in conflict with the provision of this Agreement or State law. (b} All provisions of the Town Code and regulations and rules of Town relating to vacation and sick leave, retirement and pension system contributions, holidays and other fringe benefits and working conditions pertaining to Town Department Heads as they now exist or hereafter may be amended, except as otherwise set forth herein, also shall apply to Larson. 12. 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 xemain in hill force and effect. 13. Notices. (a) Notices pursuant to this Agreement shall be given by deposit in the custody of the United Postal Services, postage prepaid, addressed as follows: Mayor and Town Council Town of Los Gatos Post Office Box 949 Los Gatos, CA 95030 Greg Larson, Town Manager Tov~m of Los Gatos Post Office Box 949 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 Section. 14. 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 Larson. 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 supersedes any other oral or written negotiations, discussions, representations, or agreements. Larson acknowledges that s/he 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, execz.ztors, administrators, successors and assigns of the, parties, provided; however, that Larson may not assign his 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. (g) Unless provided for otherwise by this Agreement, all provisions of the Town Code which are applicable to the Town Manager shall remain in full force and effect. TOWN OF LOS GATOS Greg Larson By: Joe Pirzynslci, Mayor A`l TEST: Jackie Rose, Clerk Administrator Approved As To Form: Orry P. Korb, Town Attorney N:\MGR\AdminWorkPiles\2007 Council Reports\Larson Employment Agreemenkdoc 6