HomeMy WebLinkAboutStaff Report 6530
City of Palo Alto (ID # 6530)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 2/1/2016
City of Palo Alto Page 1
Summary Title: Amendment to Council Appointed Officers' Employment
Agreements
Title: Adoption of Annual Amendments to the Employment Agreements
between the City of Palo Alto and Council Appointed Officers' (City Manager,
City Attorney, City Auditor and City Clerk).
From: City Manager
Lead Department: City Manager
The City Council requested staff to forward for Council adoption amendments to employment
agreements with the Council Appointed Officers (CAOs), effective July 1, 2015, as follows:
increase City Manager James R. Keene, Jr.’s annual salary from $275,353 to $285,001 (3.5%)
(Attachment A); increase City Attorney Molly S. Stump’s annual salary from $246,688 to
$258,419 (4.75%) (Attachment B); increase City Auditor Harriet Richardson’s annual salary from
$167,500 to $173,368 (3.5%) (Attachment C); and, increase City Clerk Beth Minor’s annual
salary from $135,000 to $136,364 (1%) (Attachment D).
The amendments implement annual merit based and cost of living salary increases, taking into
account comparative market data. The Council directed that no other changes to the CAO’s
contracts be made. In addition, no other salary increases will apply, as the CAO’s are not eligible
to receive salary increases provided through the Management and Professional Compensation
Plan.
Resource Impact
Funding is available for the additional cost in the FY 2016 budget.
Environmental Review
Approval of this amended employment agreements will not result in any environmental
impacts.
Attachments:
Attachment A: Amendment No. Five to Jim Keene Employment Agt (PDF)
Attachment B: Amendment No. Three to Molly Stump Employment Agt (PDF)
Attachment C: Amendment No. One to Harriet Richardson Employment Agt (PDF)
Attachment D: Amendment No. One to Beth Minor Employment Agt (PDF)
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AMENDMENT NO. FIVE TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
JAMES R. KEENE, JR.
This Amendment No. FIVE to EMPLOYMENT AGREEMENT BETWEEN
THE CITY OF PALO ALTO AND JAMES R. KEENE, JR. (“Agreement”) is entered into on
________________ by and between the CITY OF PALO ALTO, a California chartered
municipal corporation (“City”), and JAMES R. KEENE, JR. (“Manager”), an individual, located
at 250 Hamilton Avenue 7th Floor, Palo Alto, CA. R E C I T A L S:
WHEREAS, the original EMPLOYMENT AGREEMENT BETWEEN THE
CITY OF PALO ALTO AND JAMES R. KEENE, JR., attached hereto and incorporated herein as Exhibit “A” was entered into between the parties for the services of City Manager on or about
August 21, 2008; and
WHEREAS, AMENDMENT NO. ONE to the Agreement, attached hereto and
incorporated herein as Exhibit “B” was entered into between the parties on or about August 21, 2008; and
WHEREAS, AMENDMENT NO. TWO to the Agreement, attached hereto and
incorporated herein as Exhibit “C” was entered into between the parties on or about August 2,
2010; and
WHEREAS, AMENDMENT NO. THREE to the Agreement, attached hereto and
incorporated herein as Exhibit “D” was entered into between the parties on or about March 24,
2014; and
WHEREAS, AMENDMENT NO. FOUR to the Agreement, attached hereto and
incorporated herein as Exhibit “E” was entered into between the parties on or about December 8,
2014; and
WHEREAS, the parties wish to amend the Agreement;
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and
provisions of this Amendment, the parties agree:
SECTION 1: Section 3 of the Agreement, Compensation, is hereby amended to
read as follows:
3. Compensation. Manager shall be compensated as provided in this Section 3.
3.1 Compensation. Commencing on and continuing from the pay period
including July 1, 20145, Manager’s annual base salary shall be increased to Two Hundred
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Seventy Five Eighty Five Thousand Three Hundred Fifty Three One and No/100 Dollars
($275,353.00285,001.00), prorated and paid on the City’s normal paydays.
SECTION 2. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have by their duly authorized
representatives executed this Amendment on the date first above written.
ATTEST:
_____________________________ City Clerk
APPROVED AS TO FORM:
_____________________________
City Attorney
CITY OF PALO ALTO
___________________________ Pat Burt
Mayor
Dated:______________________
MANAGER
___________________________
James R. Keene, Jr.
Dated:______________________
Attachments: Exhibit A: EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO
AND JAMES R. KEENE, JR.
Exhibit B: AMENDMENT NO. ONE TO EMPLOYMENT AGREEMENT BETWEEN
THE CITY OF PALO ALTO AND JAMES R. KEENE, JR. Exhibit C: AMENDMENT NO. TWO TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND JAMES R. KEENE, JR.
Exhibit D: AMENDMENT NO. THREE TO EMPLOYMENT AGREEMENT
BETWEEN THE CITY OF PALO ALTO AND JAMES R. KEENE, JR.
Exhibit E: AMENDMENT NO. FOUR TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND JAMES R. KEENE, JR.
EXHIBIT A
EMPLOYMENTAGREEMENTBETWEEN
THE CITY OF PALO ALTO AND JAMES R. KEENE, JR.
-----'---~THI~,,,,,,S~A~G~RE~EMENT is betwe~I!Jh.(!.Ci!Y of Palo Alto, a California
municipal corporation and chartered city ("City") al'ld James :R. Ke-ene, Jr., an individual
("Manager"). It is effective on the latest date next to the signatures on the last page.
This Agreement is entered into on the basis of the following facts, among
others
A. City, acting by and through its duly elected City Council, desires to
employ Manager as its City Manager subject to the terms and conditions set forth in this
Agreement and in the provisions of the Charter of the City of Palo Alto (the "Charter");
B. The Charter provides, among other things, that the City Manager shall
be appointed for an indefinite term by a majority vote of the City Council· and that he
may be removed at the pleasure of the City Council by a two-thirds vote on a resolution
passed for that purpose;
C. Manager desires to be employed by the City of Palo Alto as its City
Manager, subject to the terms and conditions set forth in this Agreement and in the
Charter;
D. Manager desires a predictable amount of severance notice and
severance pay;
E. City, mindful of the frequency, administrative disruption, and expense
of employment-related litigation, desires to prevent litigation arising from any
termination of the employment relationship with Manager;
F. City and Manager desire to establish specific terms and conditions
relating to compensation and benefits, housing assistance, performance evaluations, and
related matters;
BASED UPON THE FOREGOING, CITY AND MANAGER AGREE AS . .
FOLLOWS:
1. Employment Start Date. City hereby appoints and employs Manager
as City Manager, and Manager hereby accepts the appointment and employment, for an
indefinite term that begins on September 2, 2008, provided Manager actually reports for
and commences work on that date (the "Employment Start Date"). In the event Manager
does not actually report for and commence work on September 2, 2008, the Employment
Start Date will be the date, if any, as otherwise mutually agreed by the parties.
2. Duties of Manager. Manager shall perfonn the duties established for
the City Manager by the Charter, Palo Alto Municipal Code, direction of the City
-councff,-oras otlierwise provicleol>y law~-ordtnance, or regulation.-
2.1 Full Energy and Skill. Manager shall devote his full energy,
skill, ability, and productive time to the perfonnance of Manager's duties. Manager
understands that the Charter requires that the City Manager devote his entire work time to
the discharge of the duties of the office.
2.2 No Conflict. Manager shall not engage in any activity which is
actually or potentially in conflict with, inimical to, or which interferes with the
perfonnance of Manager's duties.
2.3 Uncompensated Professional Activities. Manager may attend
and/or participate in uncompensated professional activities, including but not limited to
the activities described in subsections 8.3 and 8.4, provided that Manager's ability to
perfonn the duties described in this Section 2 is not unreasonably compromised or
impaired. Manager shall inform the City Council in writing in advance of absences of
more than one day related to such activities.
3. Compensation. Manager shall be compensated as provided in this
Section 3.
3.1 Initial Compensation. Commencing on and continuing from the
Employment Start Date, Manager will receive an initial base annual salary of Two
Hundred Forty Thousand and No/100 Dollars {$240,000.00), prorated and paid on City's
normal paydays.
3.2 Salary Adjustments. Manager shall be entitled to the same
percentage increase in his pay as any inflation or similar adjustment that the City
Council approves which applies to all Management and Professional Personnel and
Council Appointees. Not less than once each year, the City Council shall meet for the
express purpose of evaluating the perfonnance of Manager and determining whether to
grant him an individual incentive award based on performance. The City Council will act
in good faith in determining whether to provide the incentive award, but the ultimate
decision in this regard is within the sole discretion of the City Council. The Council may
also grant special labor market and/or internal equity adjustments to the Manager.
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4. Regular Benefits and Allowances. Manager will be eligible for, and
shall receive, all regular benefits (e.g., health insurance, PERS contribution paid by City-;)
and vacation, sick leave, and management leave as are generally provided to
Management and Professional Personnel and Council Appointees from time to time by
-~-the-eity-eouncil;-----
5. Additional Benefits and Allowances. In addition to the benefits
specified in section 4, Manager will receive the following additional benefits and
allowances to the extent they are not already included in the regular benefits generally
provided to Management and Professional Personnel and Council Appointees.
5.1 Transportation Allowance. Manager's duties require that he
have available exclusive and unrestricted use of an automobile for business purposes and
Manager agrees to have a personal vehicle available for such use. In consideration of this,
City agrees to pay to Manager, during the term of this Agreement and in addition to other
salary and benefits, a transportation allowance of Six Hundred and No/100 Dollars
($600.00) per month. This transportation allowance will increase by the percentage
amount of any increases provided for transportation allowances received by Management
and Professional Personnel and Council appointees, rounded to the nearest five dollars ($
5.00) .. The transportation allowance includes reimbursement for an appropriate allocation
of vehicle insurance and all other expenses of vehicle ownership, maintenance and
operation. The Manager may also use the Transportation Allowance for alternative means
of transportation necessary and useful for the exercise of his duties. The time and manner
of payment will be in accord with City's normal procedures. Manager shall be solely
responsible for any personal federal or state tax liability arising from this transportation
allowance.
5.2 Retirement Contributions. City maintains an Internal Revenue
Code§ 401(a) governmental money purchase retirement plan in which Manager will be
an eligible participant. City will make employer monthly contributions as a percent of the
prorated maximum contribution permitted by law. Starting in the month Manager
becomes eligible to participate in the 401(a) plan, City will make an employer
contribution of 50% of the maximum contribution, prorated and paid monthly.
Commench1g in the month in which Manager completes three (3) years of service with
the City, City will make employer contributions of75% of the maximum contribution,
prorated and paid monthly. Commencing in the month in which Manager completes five
(5) years of service with the City, City will make employer contributions of 100% of the
maximum contribution, prorated and paid monthly. An employer contribution will be
paid in the final month of employment if Manager's last day of employment is the last
workday of the month. Otherwise, no contribution will be made in the last month of
employment.
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5.2.1 The maximum contribution for purposes of this
paragraph includes the legal maximum with cost of living adjustments provided under the
Internal Revenue Code. It is not intended to and does not incorporate increases resulting
from future federal legislative or regulatory action.
--------------------------5:2:2-Byway of example, the-contribution limit for 2008-is
$46,000.00. City will contribute $1,916.67 per month ($46,000.00/12 = $3,833.33 * 50%
= $1,916.67) for those months Manager remains employed. If the Internal Revenue
Service increases the contribution limit for years after 2008 based on a cost ofliving
adjustment, the new contribution limit will be used as the basis for calculating
contributions. After three (3) years of service the City contribution will be $2,875.00 per
month plus 75% of cost of living adjustments ($46,000.00 plus·COLA/12 = $3,833.33 *
75% = $2,875.00 plus 75% of COLA). After five (5) years of service, City will pay the
entire monthly amount of$3,833.33 plus COLA.
5.2.3 Manage~ will make any additional contributions required
under the plan, if any, and may make additional voluntary contributions, if permitted.
5.2.4 Manager is also eligible to make contributions to the City
Internal Revenue Service Code 457 plan at his discretion, to the maximum extent allowed
under the plan document or by law, whichever is less.
5.3 Parking. City shall provide parking at the Civic Center at no
cost to Manager.
5.4 Leave Accrual Rate. Manager's tenure and long career in
public service has been considered to determine the accrual rate for annual leave,
including but not limited to vacation. As a result, Manager's initial vacation accrual rate
will be based on an annual accrual of two hundred (200) h<?urs. Any other accrual rates
that are based on years of service will be applied at the maximum rate. Accruals will
begin upon assumption of employment.
5.5 Leave Balance upon Start of Employment. Manager will be
credited with one hundred twenty (120) hours of vacation leave and two hundred forty
(240) hours of sick leave upon reporting for work and actually starting employment.
6. Relocation and Housing Assistance. City will assist Manager with
relocation and the purchase of housing in Palo Alto as provided in this section 6.
6.1 Relocation Expenses. In accordance with City's compensation
plan for Management and Professional Personnel and Council Appointees and any related
policy, City shall bear the actual and reasonable expenses, not exceed Twenty Five
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Thousand and No/IOO Dollars ($25,000), incurred within twelve (I2) months of
beginning employment to move Manager and his family from his former home to Palo
Alto. Manager will keep an accurate record of all such expenses and present such record
with his request(s) for payment or reimbursement.
6.2 Temporary Housing. City will bear the actual and reasonable
monthly rental or lease cost, not to exceed Five Thousand and No/I 00 Dollars
($5,000.00) per month, for temporary housing located within the corporate limits of the
City, for a period not to exceed twelve (12) months, while Manager is seeking suitable
housing that qualifies for housing assistance provided in this section 6. Manager will
keep an accurate record of all such expenses and present such record( s) with his request
for payment or reimbursement. City will advance any refundable deposits and will be
reimbursed for such deposits by Manager (including interest, if any, paid by the deposit
holder) at the time the refund is paid or if the refund is refused by holder, at the time it
would otherwise be due.
6.3 Home Purchase and Method of Financing Purchase of Home.
City will assist in purchasing a home for Manager and his family as provided in this
subsection 6.3.
6.3.1 Time of Purchase. To be eligible for assistance under
this subsection 6.3, Manager will purchase a home within the corporate limits of the City
within a reasonable time after the Employment Start Date (the "Property"). The parties
anticipate this will occur within one year but acknowledge that market conditions may
make a longer period reasonable.
6.3.2 Manager's Contribution. Manager may contribute his
personal funds toward the purchase price of the Property (the "Manager's Contribution").
6.3.3 City Loan. Should the price of the home exceed
Manager's Contribution, if such contribution is made, City will provided to Manager a
loan (the "City Loan"), secured by a note and first deed of trust on Manager's tenancy in
common interest, for the home purchased by Manager, in an amount as determined by
Manager not to exceed Five Hundred Thousand and No/I 00 Dollars ($500,000.00). The
City Loan will be fully amortized over a maximum term of30 years, but the term may be
shorter at Manager's request. The loan will be immediately due on sale. The interest on
the City Loan will be adjusted annually on July I as follows:
From the date of execution of the note, the rate will be
equal to the lower of 5.5o/o or the sum of the City's portfolio rate, which is defined as the
annual rate of return on investment funds of the City of Palo Alto during the most recent
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fiscal year, plus one quarter percent (1/4%) as calculated annually by the City's Director
of Administrative Services.
6.3.4 City Contribution Toward Purchase Price. In addition to
any Manager's Contribution and the City Loan provided to Manager, City will
--contributed an addffional~ainouiit, riot-to exceed OrieMillioiiFive HuriaredTliousand and
No/100 Dollars ($1,500,000.00) toward the purchase price of the Property. The purchase
price will include any real estate broker's fee payable by buyer, but does not include
closing costs, title insurance and related fees normally attributable to a buyer in Santa .
Clara County, the reasonable and actual cost of which will be paid by the City. The City
contribution provided in this subsection will be made in a ratio of three (3) to one ( 1 ), as
compared to the total of the Manager's Contribution and the City Loan. Stated
differently, the City contribution will be 75% and the combination of Manager's
Contribution and the City Loan will be 25% of the purchase price, The City's
combination of equity contribution and City loan will not te exceed Two Million and
No/100 Dollars ($2,000,000).
Once the City contribution limit of One Million Five
Hundred Thousand and No/100 Dollars ($1,500,000.00) is reached, the City contribution
share of75% will cease. Any further contributions will be made as Manager's
Contribution or, if the City Loan limit has not been exhausted, by City Loan.
6.3.5 Equity Ownership Interests. If City participates in the
purchase of the home, the proportional ownership of the home will be shown on the deed
as the ratio of funds provided by Manager and City toward the purchase. By way of
example:
a. If the purchase price is Two Million and No/100 Dollars
($2,000,000.00), Manager may utilize the full City Loan as his 25% contribution, with
the City making its 75% contribution, equal to the maximum contribution. Under this
scenario, the equity ownership of Manager will be will be 25% ($500,000/$2,000,000 =
25%) and the equity ownership of City in the Property will be 75%
($1,500,000/$2,000,000 = 75%).
b. Similar to the prior scenario, but with a purchase price of
Two Million Five Hundred Thousand and Noll 00 Dollars ($2,500,000.00), Manager's
Contribution will be $500,000, in addition to the City Loan and City contribution. Under
this revised scenario, the equity ownership of Manager will be 40%
([$500,000+$500,000]/$2,500,000 = 40%) and the equity ownership of City in the
Property will be 60% ($1,500,000/$2,500,000 = 60%).
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6.3.6 Equity Ownership Interests Not A Partnership. City and
Manager agreed to share the equity interest in the Property in order to consummate
transactions contemplated in this Agreement related to assisting Manager with purchasing
a home within Palo Alto city limits. Nothing herein shall be construed as creating a
·--partne1shtp-or·otherjointventurebetween-Manager and the City,itbeing agreed that they
are not partners and did not intend by entering into this Agreement to form a partnership,
or otherwise to have the relationship of partners to one another.
6.3.7 Title Held As Tenants-In-Common. The Property will be
held by Manager and City as tenants-in-common, with Manager and City owning
proportional undivided interests, as determined under subsection 6.3.5, above. Manager
will have the exclusive right to occupy the Property and will not rent, lease or transfer
any interest to a third party without the written consent of City, which may be withheld in
City's sole discretion. Neither party may sell its interest in the Property separate from the
other and agrees to cooperate in the sale of its interest in the Property, as provided in
section 6.8, below.
6.3.8 Execution o~Documents. City and Manager will
cooperate in the preparation and execution of all title documents, notes, deeds of trust,
escrow instructions, agreements and other documents reasonably necessary to conform
the purchase of the home to the provisions of' this subsection, in a form mutually.
determined by Manager and the City Attorney. The deed will reflect the terms and
conditions of this Agreement. At the option of City, the documents may also include a
tenancy in common agreement supplementing the terms of this Agreement and a recorded
power of attorney in favor of City to facilitate the sale of Manager's interest under the
circumstances provided in section 6.8 in the event Manager is unable or unwilling to
cooperate in the sale.
6.4 No additional mortgages or liens. Except liens for taxes,
special assessments, and the first deed of trust referred to above, Manager shall not cause
any lien or mortgage to be recorded against the home except as expressly authorized in
writing by the City Council. The City Council shall not unreasonably withhold
permission for refinancing or equity loans that do not impair City's interest in the home.
6.5 Property Taxes and Insurance. Manager will pay property taxes
proportionate to Manager's equity ownership interest in the Property, as determined by
subsection 6.3.5 above and City will be responsible for its proportionate share. The equity
share of Manager may be provided through the City Loan or Manager's Contribution or
both. Manager will pay for all insurance on the home without reimbursement from City,
except as provided below. If City contributes to the purchase price of the Property,
Manager will obtain, and agrees to continue to maintain in force, comprehensive
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homeowner's insurance (H0-3), including earthquake and, if applicable due to location,
flood coverage, for as long as City has a security interest or equity share in the home. All
such insurance will state the respective interests of the parties and provide that the
proceeds of any such insurance shall be paid to the parties as their respective interests
_app.ear._.City shallpr.ovideandlor.p_ay the costof earthquake and_floodinsurance. _
6.6 Occupancy and Maintenance. Manager will reside at the
Property from the time of purchase and initial occupancy and will continue to occupy the
Property at all times as his principal residence during the term of this Agreement.
Manager will maintain the home in good condition and in compliance with all applicable
codes. Manager shall be solely responsible for all maintenance and repair costs, including
deductibles and repair and restoration of uninsured losses.
6.7 Capital Improvements. Manager may, at his sole expense,
make such improvements to the· home as he deems beneficial, provided such
improvements do not cause the value of the Property to decline. For purposes of this
agreement, a capita~ improvement is the addition of a permanent structural improvement
or restoration of some aspect of the Property that either increases the Property's resale
value or increases its useful life. With the approval of City, the actual cost of each capital
improvement with a cost in excess of Ten Thousand and No/100 Dollars ($10,000.00)
will be treated as an addition to Manager's Contribution and used to reallocate equity
ownership interests at the time of sale, as provided in subsections 6.8 and 6.9, below, in
such amount(s) as the parties may mutually agree. City's approval, when sought for a
capital improvement that will result in the reallocation of equity ownership interests,
must be obtained in writing prior to the initiation of the capital improvement and may be
withheld in City's sole and absolute discretion. ·
6.8 Sale. The sale of the home will occur on the happening of one
of the following:
a.
subsections 6.9 and 6.1 O;
At the option of Manager, subject to the provisions of
b. The passing of 18 months following the termination of
the employment of Manager for any reason, whether voluntary or involuntary;
c. At the option of City, upon the occurrence of any default,
as defined in any agreement or document related to purchase or holding of the Property,
including the purchase and financing terms of this Agreement;
d. Should the Manager permanently move out of the
Property or cease to use the Property as his primary residence; and
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e. Upon mutual agreement of the parties.
Notwithstanding the above, one party may purchase the home
by buying the interest of the other as provided in subsection 6.10.
6.9 Proceeds On Sale. Upon sale of the home, the proceeds ()~f sale
shall be divided between the parties as follows:
a. The costs of sale, including, but not limited to escrow
fees, real estate broker's fees, and related expenses shall first be deducted from the gross
sales price to reach a net sales price ("Net Sales Price");
b. "Manager's Equity Share" will be equal to his equity
ownership percentage, determined by subsection 6.3.5 and, if applicable, subsection 6.7,
above, multiplied by the Net Sales Price and "City's Equity Share" will be equal to its
equity ownership percentage, determined by subsection 6.3.5 and, if applicable,
subsection 6. 7, above, multiplied by the Net Sales Price;
c. The outstanding balance of the City Loan, together with
any accrued, but unpaid, interest and all other amounts shall be deducted from Manager's
Equity Share and paid to City pursuant to the terms of the City Loan, and Manager shall
receive the remainder; and
d. City shall be paid the City's Equity Share, calculated as
set forth in clause (b) above; amounts paid in connection with the City Loan are
independent of City's Equity Share and shall not be credited toward City's Equity Share
and vice versa.
6.10 One Party's Right to Purchase the Interest of the Other Party.
6.10.1 City Right. If Manager determines to put the home up
for sale, either while he is still employed or after his employment is terminated, City shall
have the right to purchase Manager's interest rather than have the home sold and the
proceeds divided as provided above. In order to value the interests of the parties in the
home at that time, the home will be appraised, at City's expense, by a qualified real estate
appraiser acceptable to both parties. If the parties are unable to agree on an appraiser,
each party may hire and pay for its own appraiser. The value of the home will be the
average of the two appraisals. After the value of the home is determined, City may
purchase Manager's interest in the home, the value of which shall be calculated using the
formula set forth in subsection 6.9; and
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6.10.2 Manager's Right. At any time while still employed by
the City in good standing, Manager may purchase the home by paying to City its Final
Equity Share as calculated under subsection 6.9 and paying any other amounts
outstanding, as provided in subsection 6.9 ( c) (including the outstanding balance on the
_l9@, i!_itere§t1lll:Q_ C?!h~!ill!!_O~P:~1-ll!_~rd~r t9 __ ~ete~~ne !h~-in~!~~!~~f !!!e pa!!ie_~-~-!!_1~-
home at the time, the home will be appraised, at City's expense, by a qualified real estate
appraiser acceptable to both parties. If the parties are unable to agree on an appraiser,.
each party may hire and pay for.its own appraiser. The value of the home will be.the
average of the two appraisals.
7. Duration of Employment. Manager understands and agrees that he
has no constitutionally protected property or other interest in his employment as City
Manager. He understands and agrees that he works at the will and pleasure of the City
Council and that he may be terminated, or asked to resign at any time, with or without
cause, subject only to the requirements of Section 3 of Article IV of the Charter, a copy
of which has been provided to Manager. It is understood that the public hearing accorded
Manager upon termination as provided in the referenced section of the Charter is not a
hearing in which witnesses will be called and examined nor in which Manager may
formally contest the reasons for termination. The hearing is solely for the purpose of
Manager being able to publicly respond to any reasons given for his termination by the
City Council.
7 .1 Severance Pay. If Manager is terminated or asked to resign in
lieu of termination, he shall receive a cash payment, or payments (without interest) at
intervals specified by Manager, equivalent to the sum of his then-current monthly salary
multiplied by twelve {12) and the cash value, as reasonably determined by City, of his
monthly non-salary benefits multiplied by twelve (Ii). The monthly_non-salary benefits
shall be those specified in sections 4 and 5.2. All normal withholdings as required by law
shall be made with respect to any amounts paid under this section.
7.2 Non-Payment of Severance Under Certain Conditions. If the
termination of Man.ager is the result of conviction of a felony, he shall not be paid any
severance pay.
8. Payment of Expenses of Employment. City shall pay the following
usual and customary employment expenses:
8.1 The cost of any fidelity or other bonds required by law for the
City Manager.
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MANAGER: James R. Keene, Jr.
c/o 250 Hamilton Avenue
Palo Alto, CA 94301
Phone: (650) 329-2563
... FAX: (650) 325-5025.
9.2 Entire Agreement/Amendment. This Agreement constitutes the
entire understanding and agreement between the parties as to those matters contained in
it, and supersedes any and all prior or contemporaneous agreements, representations and
understandings of the parties. This Agreement may be amended at any time by mutual
agreement of the parties, but any such amendment must be in writing, dated, and signed
by the parties and attached hereto.
9.3 Attorney's Fees. If any legal action or proceeding is brought to
enforce or interpret this Agreement, the prevailing party as determined by the court shall
be entitled to recover from the other party all reasonable costs and attorney's fees,
including such fees and costs as may be incurred in enforcing any judgment or order
entered in any such action.
9.3.l Alternate Dispute Resolution. Nothing in this subsection
shall be read to prevent the parties from agreeing to some alternative method of dispute
resolution. If such a method is agreed to, any final determination shall include an award
of attorney's fees and costs by the presiding officer.
9.4 Severability. In the event any portion of this Agreement is
declared void or unenforceable, such portion shall be severed from this Agreement and
the remaining provisions shall remain in effect, unless the result of such severance would
be to substantially alter this Agreement or the obligations of the parties, in which case
this Agreement shall be immediately terminated.
9.5 Waiver. Any failure of a party to insist upon strict compliance
with any term, undertaking, or condition of this Agreement shall not be deemed to be a
waiver of such term, undertaking, or condition. To be effective, a waiver must be in
writing, signed and dated by the parties.
9.6 Employee's Independent Review. Employee acknowledges
that he has had the opportunity and has conducted an independent review of the financial,
tax and legal effect of this Agreement. Employee acknowledges that he has made an
independent judgment upon the financial, tax and legal effects of this Agreement and has
·not relied upon any representation of City, its officers, agents or employees other than
those expressly set forth in this Agreement.
12
9.7 Governing Law and Venue. This Agreement shall be governed
by and construed in accordance with the laws of the State of California. Manager and
City agree that venue for any dispute shall be in Santa Clara County, California.
9.8 Section Headings. The headings on each of the sections and
subsections of this Agreement are for the convenience of the parties only and do not limit
or expand the contents of any such section or subsection.
Dated: ~-U, ~y CITYOFPALOALTO
Attest
Au<;/ffiib
City Clerk / ··
Dated: ~---<("...-cf?6
Approved as to Form:
By_s=;.,...__,~---t-t-;_:;~J)e~· .. -
Larry Klein
Mayor
MANAGER
~ ~ City Attorney /I
13
THE FOREGOING DOCUMENTISCERTIFIEDTOBE '~~tzJ~1.
A CORRECT COPY OF THE ORIGINAL. ON Fll.E.1~~ ·~?.,~:~'f~:P:
... 1 ,,;4 "lcertlfy(ordeclare)un . ,;.
\.,,TV CLERK, of perjury that t\le foregoin s true
CITY OF PALO ALTO and correct." )\ . . . , / J
YPIA '· '" -0. I 0 .,;·]'{(;'.~ ~ _i~~-LQ. _ C .H--'~
t{.,h~ or-Mid-\ lb. 0\--· ... ~
EXHIBITS
)
AMENDMENT NO. ONE TO EMPLOYMENT AGREEMENT
BETWEEN THE CITY OF PALO ALTO AND JAMES R. KEENE, JR.
This is Amendment Number One to the Employment Agreement Between th%City of Palo Alto
("City") and James R. Keene, Jr., its City Manager ("Manager"), effective ~ -i. < 2008.
RECITALS
The following recitals are a substantive portion of this Agreement:
1. The original Employment Agreement ("Contract") was entered into between City
and Manager for the provision of employment.
2. The parties wish to amend the Contract.
NOW, THEREFORE, in consideration of the covenants, tenns, conditions, and
provisions of this Amendment, the parties agree:
SECTION 1. Section 3.2 of the Employment Agreement Between the City of Palo Alto
and .Jam~s R. K~ene, Jr., is hereby amended to read as. follows, deleting the tenns shown in
strikethrough:
II
II
II
II
II
II
"Salary Adjustments. Manager shall be entitled to the same percentage increase
in his pay as any inflation or similar adjustment that the City Council approves
which applies to all Management and Professional Personnel and Council
Appointees. Not less than once each year, the City Council shall meet for the
express purpose of evaluating the perfonnance of Manager and determining
whether to graRt him an individual ineee.tive a·.vard based OH perfonnaaoe. The
City Crn:mcil will aet iH good faith iH determmiBg ·.vhether to pro-vide the
iBcee.tive award, but the ultimate decisioo ia this regard is within the sole
. discretioo of the City Council. The Council retains the discretion to grant special
labor market and/or internal equity adjustments to the Manager."
080729 mb 8260836 - 1 -
EXHIBIT C
)
AMENDMENT NO. TWO TO EMPLOYMENT AGREEMENT
BETWEEN THE CITY OF PALO ALTO AND
JAMES R. KEENE, JR.
This Amendment No. Two to EMPLOYMENT AGREEMENT BETWEEN THE
CITY OF PALO ALTO AND JAMES R. KEENE, JR. ("Agreement") is entered into on August 2,
2010 by and between the CITY OF PALO ALTO, a California chartered municipal corporation
("City"), and JAMES R. KEENE, JR. ("Manager"), an individual, located at 250 Hamilton Avenue
ih Floor, Pale Alto, CA.
RECITALS:
WHEREAS, the original EMPLOYMENT AGREEMENT BETWEEN THE CITY
OF PALO ALTO AND JAMES R. KEENE, JR., attached hereto and incorporated herein as Exhibit
"A" was entered into between the parties for the services as City Manager on or about August 8,
2008;and
WHEREAS, the parties wish to amend the Contract;
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and
provisions of this Amendment, the parties agree:
SECTION 1: Section 6. 7 .1. Approval of Capital Improvements of $50,000 or Less
is hereby added to read as follows:
"6.7.1. Approval of Capital Improvements of $50,000 or Less. For capital
improvements of less than $50,000 resulting in a change in equity share, "City Approval" may be
granted in writing by the Mayor."
SECTION 2: Section 6.7.2. Capital Improvements Loan is hereby added to read as
follows:
"6. 7 .2. Capital Improvements Loan. City shall loan the Manager a sum not to exceed
$125,000 at the loan interest rates and term in Section 6.3.3, to be used for capital improvements to
the home on a matching contribution basis ("Capital Improvements Loan"). For every dollar the City
Manager contributes through a Manager's Contribution to capital improvements, the City will loan
the Manager an equivalent amount in matching funds, capped at a total Capital Improvements Loan
of $125,000. For example, if the City Manager makes a contribution of $50,000 (Manager's
Contribution), the City will loan the Manager $50,000 for a total of $100,000 in capital
improvements. If the Manager makes a contribution of $150,000 (Manager's Contribution), the
City's loan match will be capped at $125,000. Such capital improvements and a City Capital
Improvements Loan can be made in increments but in no case will the City loan the Manager a total
of more than $125,000 for capital improvements. The loan amount will result in a reallocation of
ownership interest where the City's interest will decrease and City Manager's interest will increase
as described in paragraph 6. 7.
1
100727 sh 0111497
}
) )
)
SECTION 3. Except as herein modified, all other provisions of the Contract,
including any exhibits and subsequent amendments thereto, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have by their duly authorized representatives
executed th1s Amendment on the date first above written.
APPROVED AS TO FORM:
APPROVED:
Mayor
By:r¥M Ii./
Nam;J?A-.fc <c/~tA(f
Title:· M t:&Lt &
Attachments:
EXHIBIT "A": EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO AL TO
AND JAMES R. KEENE, JR.
2
100727 sh 0111497
EXHIBIT D
EXHIBIT E
1
AMENDMENT NO. THREE TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
MOLLY S. STUMP
This AMENDMENT NO. THREE to the EMPLOYMENT AGREEMENT
(“Agreement”) is entered into on ___________, by and between the CITY OF PALO ALTO, a
California chartered municipal corporation (“City”), and MOLLY S. STUMP (“Stump”), an
individual, located at 250 Hamilton Avenue 8th Floor, Palo Alto, CA.
R E C I T A L S:
WHEREAS, the original EMPLOYMENT AGREEMENT between the City of
Palo Alto and Molly S. Stump., attached hereto and incorporated herein as Exhibit “A” was
entered into between the parties for the services of City Attorney on or about April 18, 2011; and
WHEREAS, AMENDMENT NO. ONE to the Agreement, attached hereto and
incorporated herein as Exhibit “B” was entered into between the parties on or about March 24,
2014; and
WHEREAS, AMENDMENT NO. TWO to the Agreement, attached hereto and
incorporated herein as Exhibit “C” was entered into between the parties on or about December 8,
2014.
WHEREAS, the parties wish to amend the Agreement;
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and
provisions of this Amendment, the parties agree:
SECTION 1: Section 3.1 of the Agreement, Compensation, is hereby amended
to read as follows:
Commencing on and continuing from the pay period including July 1, 20145,
Stump’s annual base salary shall be increased to Two Hundred Forty Six Fifty Eight Thousand Six Four Hundred Eighty TwoNineteen and No/100 Dollars
($24668258,419.00), prorated and paid on City’s regular paydays. Stump shall be
an exempt employee under applicable wage and hour law and her base salary
shall be compensation for all hours worked. City agrees that the amount of
Stump's base annual salary shall not decrease, except as part of a permanent decrease that is consistent with the Fair Labor Standards Act and that is applicable to either all Council Appointed Officers or all City Executive Staff (which
includes all Council Appointed Officers).
//
//
2
SECTION 2. Except as herein modified, all other provisions of the Contract,
including any exhibits and subsequent amendments thereto, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written.
ATTEST:
_____________________________ City Clerk
APPROVED AS TO FORM:
_____________________________
Deputy City Attorney
CITY OF PALO ALTO
___________________________ Patrick Burt
Dated:_____________________
MOLLY S. STUMP
__________________________
Dated:____________________
Attachments:
EXHIBIT A: EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP
EXHIBIT B: AMENDMENT NO. ONE TO EMPLOYMENT AGREEMENT BETWEEN
THE CITY OF PALO ALTO AND MOLLY S. STUMP
EXHIBIT C: AMENDMENT NO. TWO TO EMPLOYMENT AGREEMENT
BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP
3
EXHIBIT A
EXHIBIT B
EXHIBIT C
1
AMENDMENT NO. ONE TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
HARRIET RICHARDSON
This AMENDMENT NO. ONE to the EMPLOYMENT AGREEMENT
(“Agreement”) is entered into on ___________, by and between the CITY OF PALO ALTO, a
California chartered municipal corporation (“City”), and HARRIET RICHARDSON
(“Richardson”), an individual, located at 250 Hamilton Avenue, 8th Floor, Palo Alto, CA.
R E C I T A L S:
WHEREAS, the original EMPLOYMENT AGREEMENT between the City of
Palo Alto and Harriet Richardson, attached hereto and incorporated herein as Exhibit “A” was
entered into between the parties for the services of City Auditor on or about April 4, 2014; and
WHEREAS, the parties wish to amend the Agreement.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and
provisions of this Amendment, the parties agree:
SECTION 1: Section 3.1 of the Agreement, Compensation, is hereby amended to
read as follows:
Richardson will receive an initial gross base annual salary of One Hundred Sixty Seven Thousand Five Hundred Dollars ($167,500.00), beginning on the Employment Start Date.
Commencing on and continuing from the pay period including July 1, 2015, Richardson’s
annual base salary shall be increased to One Hundred Seventy Three Thousand Three
Hundred Sixty Eight and No/100 Dollars ($173,368.00), prorated and paid on City’s
regular paydays. This amount is subject to authorized or required deductions and withholding, prorated and paid on City’s regular paydays. Richardson is an exempt
employee under applicable wage and hour law and her base salary shall be compensation
for all hours worked. The City agrees that the amount of Richardson’s base annual salary
will not decrease, except as part of a permanent decrease that is consistent with the Fair
Labor Standards Act and that is applicable to either all Council Appointed Officers or all City Executive Staff (including Council Appointed Officers).
//
// //
//
//
2
SECTION 2. Except as herein modified, all other provisions of the Contract,
including any exhibits and subsequent amendments thereto, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written.
ATTEST:
_____________________________ City Clerk
APPROVED AS TO FORM:
_____________________________
City Attorney
CITY OF PALO ALTO
___________________________ Patrick Burt
Dated:_____________________
HARRIET RICHARDSON
__________________________
Dated:____________________
Attachments:
EXHIBIT A: EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND HARRIET RICHARDSON
3
EXHIBIT A
1
AMENDMENT NO. ONE TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
BETH MINOR
This AMENDMENT NO. ONE to the EMPLOYMENT AGREEMENT
(“Agreement”) is entered into on ___________, by and between the CITY OF PALO ALTO, a
California chartered municipal corporation (“City”), and BETH MINOR (“Minor”), an
individual, located at 250 Hamilton Avenue 8th Floor, Palo Alto, CA.
R E C I T A L S:
WHEREAS, the original EMPLOYMENT AGREEMENT between the City of
Palo Alto and Beth Minor, attached hereto and incorporated herein as Exhibit “A” was entered
into between the parties for the services of City Clerk on or about June 9, 2015; and
WHEREAS, the parties wish to amend the Agreement.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and
provisions of this Amendment, the parties agree:
SECTION 1: Section 3 of the Agreement, Salary, is hereby amended to read as
follows:
While performing the duties of City Clerk, Minor will receive a base salary within the range provided in the City Council-approved Compensation Plan for
Management and Professional Personnel and Council Appointees, as it currently
exists and may be changed from time to time. Minor will receive an initial gross
base annual salary of one hundred thirty five thousand dollars and eighty cents
($135,000.00), beginning on the Employment Start Date.Commencing on and continuing from the pay period including July 1, 2015, Minor’s annual base salary
shall be increased to One Hundred Thirty Six Thousand Three Hundred Sixty
Four and No/100 Dollars ($136,364.00), prorated and paid on City’s regular
paydays. This amount is subject to authorized or required deductions and
withholding, prorated and paid on City’s regular paydays. Minor is an exempt employee under applicable wage and hour law and her base salary shall be
compensation for all hours worked. The City agrees that the amount of Minor’s
base annual salary will not decrease, except as part of the permanent decrease that
is consistent with the Fair Labor Standards Act.
//
//
//
//
2
SECTION 2. Except as herein modified, all other provisions of the Contract,
including any exhibits and subsequent amendments thereto, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written.
ATTEST:
_____________________________
Assistant City Clerk
APPROVED AS TO FORM:
_____________________________ City Attorney
CITY OF PALO ALTO
___________________________
Patrick Burt
Dated:_____________________
BETH MINOR
__________________________
Dated:____________________
Attachments:
EXHIBIT A: EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO
AND BETH MINOR
3
EXHIBIT A