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.
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(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.
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(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.
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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
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