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Attachment 1 AgreementAGREEMENT FOR EMPLOYMENT INTERIM TOWN MANAGER This Agreement is made and entered into this 16'' day of March, 2015, by and between the Town of Los Gatos, hereinafter referred to as "Town" and Leslie R. White, hereinafter referred to as "White." Town and White are together the "Parties" RECITALS WHEREAS, the Town's Town Manager position is a regular position that will be vacated as of March 13, 2015 and for which the Town will be conducting a recruitment for a permanent appointment; and WHEREAS, during the recruitment period, the Town will have the immediate need for an employee to temporally perform the position of Town Manager, a position involving specialized skills including senior management and leadership skills; and WHEREAS, White is competent and qualified to perform the services required by the Agreement, and the Town wishes to have White perform certain critically necessary on -going duties and functions of the Town Manager position on an interim basis; and WHEREAS, White's employment is authorized by Government Code section 21221(h), which permits the Town to appoint a Ca1PERS retired annuitant to a vacant position requiring specialized skills during recruitment for a permanent replacement. WHEREAS, the Town desires to appoint White to the position of Interim Town Manager of the Town of Los Gatos on March 16, 2015. WHEREAS, the Town desires to establish the terms and conditions of employment of White to the position of Interim Town Manager of the Town of Los Gatos, including the duties, salary and benefits of employment. WHEREAS, White desires to accept employment as Interim Town Manager of the Town of Los 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 acknowledged, and agreed, and subject to all the terms and conditions hereof, the Parties agree as follows: Page 1 of 5 ATTACHMENT 1 Agreement 1. Employment of Interim Town Manager. This Agreement establishes the terms and conditions of employment of White as the Interim Town Manager of the Town of Los Gatos. 2. Powers and Duties. As an Interim Town Manager, White shall assume the powers and duties of the Town Manager pursuant to § 2.30.295 of the Code of the Town of Los Gatos, California. White will 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 the Town of Los Gatos, and perform such other duties and functions as the Town Council may assign from time to time. Such employment is "at will" and subject to the terms of this Agreement. 3. Term. This Agreement will become effective upon the date of adoption by the Town Council. White's first day of employment shall be March 16, 2015. This agreement will expire at the time the Town hires a permanent Town manager, provided however, there may be a brief period of overlap after the Town hires a permanent Town Manager so that White can assist in the transition of the permanent appointment. White's employment is also subject to earlier termination as set forth in Section 5 below. 4. Compensation and Work Schedule. (a) Base Salary. Town shall pay White the monthly base salary of Seventeen Thousand Nine Hundred Ninety Five Dollars ($17,995.00), (divided by 173.333 to equal an hourly rate), in installments at the same time as other employees of Town are paid and shall be subject to all applicable payroll taxes and withholdings. The Town confirmed that this rate is not less than the minimum, nor in excess of the maximum, paid by the Town and other similar public entities to other employees performing comparable duties. (b) Support Service Equipment. White shall be provided office space and necessary equipment sufficient to fulfill the obligations under this Agreement, as determined by the Town Council, at no cost to White. (c) Benefits. Other than the compensation described above in Section 4(A), White will receive no other benefits, incentives, compensation in lieu of benefits, or any other form of compensation. Employee understands and agrees that he is not, and will not be, eligible to receive any benefits from the City, including any City group plan for hospital, surgical, or medical insurance, any City retirement program, or any paid holidays, vacation, sick leave, or other leave, with or without pay, or any other job benefits available to an employee in the regular service of the City, except for Worker's Compensation Insurance coverage. 2 (d) Work Schedule and 960 hours Limitation. White is expected to devote necessary time within and outside normal business hours to the business of the Town. White may use his own judgment (consistent with his experience and with standards of practice in the industry) to determine his specific hours and his work task performed or work events attended subject to the direction and oversight of the Town Council. In addition, pursuant to Government Code Section 21221(h) and Section 7522.56(d), White is allowed to work a maximum of 960 hours per fiscal year for all public employers that contract with Ca1PERS for retirement benefits. White and the Town shall be required to monitor the number of hours White works and ensure that White does not work more than 960 hours per fiscal year. (e) Exempt Position. The position is exempt from FSLA overtime pay requirements. This temporary full -time employment typically will average 40 hours per week. White's typical working hours will be during the Town's regular business hours, plus evening hours to attend Council meetings and other business. Due to the nature of the position, however, it is understood that working hours may exceed 40 hours per week and may occasionally be slightly less than 40 hours per week. All hours worked must be tracked and submitted to the Town for counting against the 960 -hour rule per fiscal year limitation. 5. Termination. Town may terminate White at any time with or without cause during the term of this Agreement upon thirty (30) days' notice of its decision to terminate this Agreement. White specifically agrees that the requirements of Town Code sections 2.30.285 and 2.30.290 are not applicable to this Agreement. Due to the important nature of White's duties to the Town, if White desires to terminate this Agreement, White 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. 6. Professional Development. Town agrees to pay for the professional dues, subscriptions, and other costs White deems necessary for his participation in national, state, regional, and local associations and organizations and in meetings and conferences (e.g., the International City /County Management Association, League of California Cities, and County City Managers' Association), subject to budgetary approval and Town Council oversight. 7. Business Expenses. Town shall reimburse White for all necessary and appropriate auto and business expenses, including, but not limited to, the costs of business meetings, business meals, staff functions and special events attended in an official capacity, subject to any guidelines the Town Council may impose. 3 8. Indemnification. Town agrees to defend, hold harmless and indemnify White against any tort, professional liability claim or demand, or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of White's duties. Town is not required to indemnify White for any illegal or criminal acts committed by White. 9. Bonding Requirements. Town shall bear full cost of the Fidelity Bond required of White under any law or ordinance. 10. Other Terms and Conditions. The Council, in consultation with White, shall fix any such other terms and conditions of employment, as it may determine from time to time, relating to the performance of White, provided such terms and conditions are not inconsistent with or in conflict with the provision of this Agreement or State law. 11. Severabilitv. 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. 12. 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 White. 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. White acknowledges that 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 White 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. 0 (f) 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. (g) Each party to this Agreement warrants to the other party that the party has either had the assistance of counsel in negotiating for and preparation of this Agreement or could have had such assistance and voluntarily declined to obtain such assistance. Leslie R. White TOWN OF LOS GATOS By: Marcia Jensen, Mayor ATTEST: Shelley Neis, Clerk Administrator Approved As To Form: Robert Schultz, Town Attorney Page 5 of 5 THIS PAGE INTENTIONALLY LEFT BLANK