2000-127-Approving Employment Agreement Between The Town Of Los Gatos And Town ManagerRESOLUTION 2000 -127
RESOLUTION OF'THE TOWN OF LOS GATOS
APPROVING EMPLOYMENT AGREEMENT BETWEEN
THE TOWN OF LOS GATOS AND TOWN MANAGER
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 t11e
Employment Agreement with the Town Manager (a copy of which is attached hereto as Exhibit A);
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 Coltncil of the Town
of Los Gatos, California, held on the 16`x' day of October,. 2000 by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Linda Lubeck, .Joe Pirzynski,
Mayor Steven Blanton
NAYS : None
ABSENT: Jan Hutchins
ABSTAIN.: None ~
.SIGNED: ,~~
AY O TH OWN F LOS GATOS
LOS GATOS, CALIFORNIA
A'1: TEST:
~~~- - C~-
CLE OF THE TOWN OF LOS TOS
LOS GATES, ALIFORNIA
~,~R;~Q.i~l
AGREEMENT FOR EMPLOYMENT
TOWN MANAGER
This Agreement is made :and entered into this l6`'' day of October , 2000., by and between the
Town of Los Gatos, a California general law municipal corporation, hereinafter referred to as
"Town" and Debra J. Figone,. hereinafter referred to as "Figone."
RECITALS
A. The Town Council of the Town of Los Gatos has appointed Figone to the position of
Town Manager of the Town of Los Gatos on October 16, 2000.
B. It is the desire of the Town Council to establish the terms and conditions of employment
of Figone to the position of Town Manager of the Town ofLos Gatos, including the duties, salary
and benefits of employment.
C. Figone desires to accept .employment as Town Manager of the Town of Los Gatos under
the terms set forth :herein.
NOW, THEREFORE, in consideration ofthe 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:
l . Em~loyrrment of Town 1Vlana~er. This Agreement establishes the terms and conditions of
employment of Figone as the Town Manager of the Town of Los Gatos.
2. Duties. Figone shall perform the functions and duties 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 November 13, 2000 ("Effective Date"), Figone 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 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 Figone the annual base salary of one hundred fifty-
five thousand dollars ($15.5,000.00) ("Base Salary"), in installments at the same time as other
employees of Town are paid.
(b) Deferred Compensation - 457 plan. In addition to Base Salary, Town agrees to
make .annual contributions on Figone's behalf to Town's approved deferred compensation
program established pursuant to section 457 of the federal Internal Revenue Code at the
maximum annual legal amount, but in no event more than ten thousand dollars ($10,000.00) per
year. The parties agree that the legal maximum annual contribution to a qualified section 457
plan is, as of the Effective Date, eight thousand dollars ($8,000.00). In the event the legal
maximum annual contribution amount is increased,, Town shall use its best efforts to increase the
contribution pursuant to the terms of this Agreement in a reasonably expeditious time. Town
shall use its best efforts to execute all necessary agreements to provide deferred cotlipensation
benefits pursuant to this .Agreement.
(c) Deferred Compensation - 401(a) plan. In addition to Base Salary, Town agrees to
make annual contributions of four percent (4%) of Base Salary, as that amount may be adjusted
from time to time pursuant to this Agreement, into a plan established pursuant to section 401(a)
of the federal Internal Revenue Code or equivalent. Town shall execute all necessary agreements
to establish a section 401(a) p an or equivalent within thirty (30) days of the Effective Date.. At
the option of either Town or Figone, subject to appropriate action of the Town Council, the entire
value of the contributions to a qualified 457 deferred compensation plan as described in
subsection (b) above may be made to a section 401(a) plan or equivalent.
(d) Management Benefits. Except as otherwise set forth in this Agreement, in
addition to the benefits specified herein, Figone 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 from time to time.
(e) Vacation. As of the Effective Date, Figone shall be credited with four (4) 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 five (5) weeks per year commencing on the fifth
anniversary of the Effective Date. Figone shall be entitled to use or redeem vacation 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.
(f) Sick Leave. As of the Effective Date, Figone 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. Figone shall be entitled to use or redeem sick 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) Administrative Leave. Figone shall be entitled to administrative leave in an
equivalent amount to that granted Town department heads., which the parties agree is as of the
Effective Date five (5') days per year. Figone shall be entitled to use or redeem administrative
leave in whatever manner is permitted pursuant to Town policy, as same maybe amended from
time to time by action of the Town `Council.
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(h) .Personal Leave. Figone shall be entitled to personal leave in the amount of six (6)
days per year. Figone shall be entitled to use or redeem personal 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.
O Relocation Assistance and Housing Allowance. No housing allowance shall be
provided, except that in the event the Town Council determines that Figone must live in the
Town, the parties shall negotiate housing relocation assistance and a home loan.
(j) Equipment. Town shall prove Figone all necessary equipment to be productive at
and away from the Town Hall.
(k) .Auto Allowance. Figone shall receive an annual auto allowance of six thousand
dollars .($6,000..00).
(1) Compensation Changes. Should the Town Council, upon completion of its .annual
review of Figone's performance pursuant to this Agreement, determine that Figone has .met its.
performance expectations, the Town Council shall increase Figone's compensation at least
consistent with compensation increases granted to other Town management employees. Figone
understands and agrees that she has no entitlement to an increase in compensation. Any decision
to increase Fgone'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 Figone 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 secs)..
Due to the important nature of Figone's duties to the Town, if Figone desires to terminate this
Agreement, Figone 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 and the
provisions of the Town's Municipal Code.
(b) Severance. In the event Figone is terminated without cause by a majority vote of
the Town Council in attendance at any lawfully called meeting, or resigns in lieu of termination,
and Figone is willing and able to perform her duties under this Agreement and the Town's
Municipal Code, Town shall provide Figone with severance pay equal to six (6) months base
salary and deferred compensation and any benefits that are lawfully .required to be continued
pursuant to COBRA and other statutes. Figone retains the right to participate in Town health and
related benefit programs, should such programs be instituted during the term of this Agreement,
at Figone's own and sole expense pursuant to the terms of COBRA. Figone shall be
compensated for any unused vacation leave, holidays, and other benefits then accrued consistent
with Town policies.
(cj 'Termination for Cause. In the event Figone is terminated because of her
conviction of any illegal act involving a felon, personal gal men mIn the eventdthat Figone is hive
no obligation to pay the severance as set forth m this .Agree
under investigation for any of the foregoing reaV 11 be filed,~and if harges are filedt ntilifinal
severance pay until it is determined if charges
,judgment is rendered.
(d) Termination Based on Disability or Death. I e ohf secknessl accdente in ury Ilulental
disabled or is otherwise unable to perform her dutiesconsecutive months beyond any accrued sick
incapacity or health reasons for a period of three (3)
leave, Town may terminate this Agreement.
(. Profe--1 Development, Town agrees to pay for the n in nat oval StateSregioi all and
and other costs of Figone deemed necessary for her participatio
local associations and organizations and in meetinCount fManagement AssocgationeL eaguetof
including but not limited to the International Caty/ y
California Cities, and County City Managers' Associate and for the good ofdthe Townllsubject tole
for her continued professional. participation and growt
budgetary approval and Town Council oversight.
7, .Business Expenses. Town shall reimburse Figone for all necessary and appropriate
the costs of business meetings, business meals,
business expenses, including, but not limited to,
staff functions and :special events attended in ted with Fiaone'ts use of her personal automobile
Town Council may .impose. Expenses associa g
shall be reimbursed by payment of the auto allowance pursuant. to this Agreement, and shall not
be reimbursed as a business expense.
g, Indemnification. Town agrees to defend, hold harmless and indemnify Figone against any
tort, professional liability claim or demand, or other legal action, whether groundless or
otherwise, .arising out an alleged act or omission occurring i r an plle~a acts commgt d b duties.
Town, at is direction, is not required to indemnify Figone fo y g
Figone. .
g, Performance Review.
(a) Within thirty (30) days of the Effective Date, the Town Council shall establish its
performance expectations for Figone.
(b) 'The Town Council agrees to conduct annuat ve of such regiew'shall be toance on
or around the anniversary of the Effective Date. The ob~ec
maintain an optimal working relationship and a mutual understanding and agreement on duties,
responsibilities, and priorities between Figone and the Town Council.
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10. Bonding Requirements. Town shall bear full cost of the .Fidelity Bond .required of Figone
under any law or ordinance.
11. Other Terms and Conditions.
(a) 'The Council, in consultation with the Figone, shall fix any such other terms and
conditions of employment, as it may determine from time to time, relating to the performance of
Figone, 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 Figone.
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 remain in full 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 Debra J. Figone, Town Manager
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 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 Figone. No
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waiver of either party at any time of the breach of, or lack of comp fiance 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. Figone
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, executors, administrators, successors and assigns of the parties, provided;
however, that Figone 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..
(~ 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
Debra J, Figone By'
ATTEST:
Marian V. Cosgrove, Town Clerk
APPROVED AS TO FORM:
Orry P. Korb, Town Attorney
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