Loading...
HomeMy WebLinkAbout36-17 RESOLUTION 36-17 A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF LOS ALTOS HILLS APPROVING AND AUTHORIZING THE EXECUTION OF AMENDMENT NO. 9 TO THE EMPLOYMENT AGREEMENT WITH CARL CAHILL FOR CITY MANAGER SERVICES WHEREAS, the City Council has previously approved an employment agreement("Employment Agreement")for city manager services with Carl Cahill and eight amendments to that Agreement; and, WHEREAS,the City Council and Carl Cahill desire to further amend the Employment Agreement to extend the term and modify the compensation as set forth in the ninth amendment("Amendment No. 9")to the Employment Agreement attached hereto. NOW, THEREFORE, the City Council of the Town of Los Altos Hills does hereby approve Amendment No. 9 to the Employment Agreement between the Town of Los Altos Hills and Carl Cahill and also authorizes the Mayor to execute Amendment No. 9 on behalf of the Town of Los Altos Hills. The above and foregoing Resolution was passed and adopted by the City Council of the Town of Los Altos Hills at a regular meeting held on the 15th day of June 2017 by the following vote: AYES: Waldeck, Radford, Corrigan, Spreen, Wu NOES: None ABSTAIN: None ABSENT: None Gary Waldeck, Mayor ATTEST: II eborah Padovan, City Clerk 2822863.1 Resolution 36-17 Page 1 AMENDMENT NO. 9 TO EMPLOYMENT AGREEMENT WITH CARL CAHILL FOR CITY MANAGER SERVICES THIS AMENDMENT NO. 9 TO EMPLOYMENT AGREEMENT (this "Amendment") is made and entered into at Los Altos Hills, California, this 19 day of June 2017 ("Effective Date"), by and between the TOWN OF LOS ALTOS HILLS, a municipal corporation, hereinafter sometimes referred to as the "TOWN," and CARL CAHILL, an individual,hereinafter referred to as "CAHILL." TOWN and CAHILL are hereinafter collectively referred to as the "Parties." Capitalized terms shall have the definitions set forth in the Agreement or as otherwise set forth herein. WITNESSETH: WHEREAS, TOWN and CAHILL entered into that certain Employment Agreement for City Manager services, dated June 22, 2006, attached hereto as Exhibit A; and WHEREAS, in June of 2007,the Parties executed Amendment No. 1 to the Agreement, in June of 2008, the Parties executed Amendment No. 2 to the Agreement, in June of 2009, the Parties executed Amendment No. 3 to the Agreement, in April of 2010, the Parties executed Amendment No. 4 to the Agreement, in July of 2011,the Parties executed Amendment No. 5 to the Agreement, in September of 2012,the Parties executed Amendment No. 6 to the Agreement; in June of 2014 the Parties executed Amendment No. 7 to the Agreement and in July of 2015 the Parties executed Amendment No. 8 to the Agreement; and WHEREAS the June 22, 2006 Employment Agreement, as amended by the 8 prior amendments is referred to as the"Agreement" herein; and WHEREAS, the Parties wish to extend the term of CAHILL'S employment and modify the amount of compensation, as set forth below. NOW, THEREFORE, in consideration of the mutual promises, covenants and stipulations herein contained,the Parties agree to amend the Agreement as follows: AMENDMENT 1. Section 2 (A) is hereby amended to read as follows: The term of this Agreement shall be from June 23, 2006 through June 30, 2019. CAHILL agrees to remain in the exclusive employ of the TOWN until the effective date of termination set forth herein, and neither to accept other employment, nor to become employed by any other employer until effective date of termination set forth herein. 2. Section 3 is hereby amended to read as follows: "Effective July 1, 2017 TOWN agrees to pay CAHILL for his services rendered pursuant hereto, an annual salary of two hundred Resolution 36-17 Page 2 eight thousand six hundred twenty seven dollars ($208,627)payable in installments at the same time other employees of the TOWN are paid. Effective July1, 2018 TOWN agrees topayCAHILL for his services rendered pursuant �' hereto, an annual salary of two hundred fourteen thousand eight hundred eighty five dollars ($214,885)payable in installments at the same time other employees of the TOWN are paid. 3. All other provisions of the Agreement shall remain in full force and effect. WHEREFORE, the Parties have executed this Amendment as of the Effective Date written above. TOWN CAHILL TOWN OF LOS ALTOS HILLS, CARL CAHILL, a municipal corporation an individual ..-- ,,. Gary Waldeck, Mayor Carl Cahill ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 2822858.1 Resolution 36-17 Page 3 EXHIBIT A EMPLOYMENT AGREEMENT THIS AGREEMENT,made and into at Los Altos Hills, California, this 22nd day of June, 2006,by and between the TOWN OF LOS ALTOS HILLS,a municipal corporation,hereinafter sometimes referred to as the`"TOWN,"and CARL CAHILL,an individual,hereinafter referred to as"CAHILL." WITNESSETH: WHEREAS,TOWN requires the services of a person with executive and. administrative qualifications to serve as the City Manager under the Council-Manager form of government,as provided in the Los Altos Hills Municipal Code;and WHEREAS,TOWN desires to employ the services of CAHILL as City Manager , of the TOWN, and further desires to assure the continuous service of CAHILL in such official capacity as provided for in the Municipal Code by establishing herein certain salary and benefits, and the other terms and conditions of his employment; and WHEREAS,CAHILL desires to accept employment as City Manager of the TOWN under the terms and conditions of employment as set forth herein. NOW,THEREFORE,in consideration of the mutual promises,covenants and stipulations herein contained,the parties hereto agree as follows: • SECTION 1. EMPLOYMENT TOWN agrees to employ CAHILL as City Manager of TOWN,conferring upon and delegating to CAHILL all of the duties,powers and responsibilities of City Manager as the same are, and may hereafter be, specifically prescribed in state law and the Municipal Code and the ordinances,resolutions,policies,rules and regulations as from time to time existing.thereunder by action of the City Council,and CAHILL accepts employment as City Manager of the Town of Los Altos Hills and agrees to serve as such commencing June 23,2006. • SECTION 2. TERM,TERMINATION AND SEVERANCE PAY A. The term of this Agreement shall be from June 23,2006 through June 30, 2007. CAHILL agrees to remain in the exclusive employ of the TOWN until the effective date of termination set forth herein, and neither to accept other employment,nor to become employed by any other employer until effective date of termination set forth herein. B. To provide an incentive to CAHILL to remain steadily in the employ of the TOWN,the TOWN agrees that its City Council will review this Agreement annually. on its anniversary date for the purpose of determining its extension for an additional 12- month period.Any such extension shall be memorialized in writing as an amendment to • I 839273.2 Resolution 36-17 CAHILL EMPLOYMENT AGREEMENT Page 4 this Agreement and must be approved by the TOWN and CAHILL. The terms and conditions contained herein shall apply during any such extension, except as modified in the amendment. C. CAHILL serves at the pleasure of the Council.Therefore,nothing in this Agreement shall prevent,limit or otherwise interfere with the right of the TOWN to • terminate the services of-CAHILL at any time by a majority vote of the entire City Council,subject only to the provisions set forth in this Agreement. Notwithstanding anything to the contrary in the Municipal Code,the parties acknowledge that the provisions regarding termination herein are the exclusive procedures used to by the parties and are intended to supersede any inconsistent policies in the Municipal Code and any personnel policies. D. In the event that the TOWN chooses to involuntarily terminate CAHILL pursuant to Section 2.0 of this Agreement,CAHILL shall be given written notice of the effective date of termination. Said termination date shall either be(a)the end of the term of the then-applicable Agreement, or(b)at the election of a majority of the City Council • an earlier date,in which case CAHILL shall be given severancepay in an amount equal to his regular compensation at whatever pay level CAHILL is at the time of his involuntary termination.for a period of six months from the effective date of termination. Under this second option,CAHILL shall also be entitled to the Health and Dental Benefits,Life Insurance,Disability Insurance, and Retirement Benefits specified in •Subsections 4.A.1,4.A.2.,.4.A.3, and 4.A.5 for a period of six months from the effective date of termination. • E. Involuntary termination as used in this Section 2 means: (1)CAHILL's discharge or dismissal by the City for reasons other than those set forth in the following sentence,or(2)CAHILL's resignation following a salary reduction greater in percentage than an across-the-board reduction in.salary for all miscellaneous employees;or(3)his resignation following a request by the City Council, approved by majority vote,that he resign."Involuntary Termination"does not include CAHILL's death,incapacity due to an injury./or illness (physical or mental),dismissal based on court finding of willful misconduct, or malfeasance,or following conviction of a felony or misdemeanor involving moral turpitude or dishonesty for personal gain,or dismissal for breach of a term of condition of this agreement. In the event CAHILL is terminated for reasons other than those defined as involuntary termination herein,the City shall have no obligation to provide any severance payment. F. In the event CAHILL desires to voluntarily resign his position with City, CAHILL shall give the TOWN thirty(30)days notice in advance,unless the parties agree otherwise.In the event CAHILL voluntarily resigns,he shall not be entitled to any payment pursuant to Section 2.D.herein. • • • 2 839273.2 Resolution 36-1 LL AHIEMPLOYMENT AGREEMENT Page 5 SECTION 3. SALARY TOWN agrees to pay CAHILL for his services rendered pursuant hereto, an annual salary of One Hundred Thirty Five Thousand dollars ($135,000)payable in installments at the same time other employees of the TOWN are paid. SECTION 4. BENEFITS A. CAHILL shall be entitled to and shall receive the following benefits during the course of his employment. 1. Health and Dental. Health and Dental insurance coverage for • CAHILL and his dependents shall be paid by Town in the same manner as available for other TOWN employees. 2. Life Insurance. Premiums for term life insurance of a value equal to two (2)times CAHILL's annual salary shall be paid by TOWN, subject to any limitations imposed by the life insurance company selected by the TOWN. 3. Disability. Disability insurance shall be paid by TOWN in the same manner as available for other TOWN employees. 4. Retirement. California Public Employees Retirement System. ("PERS")contribution,both employee and TOWN shares,shall be paid by TOWN. CAHILL shall receive the same PERS benefit as for other TOWN employees,which is an amount totaling two percent(2%)at the age of fifty five (55). • 5. Vacation,Holidays,and Other Forms of Leave. CAHILL shall be entitled to vacation,holidays,bereavement leave,leave for jury duty and court appearances,industrial accident leave, and family and medical leave as are currently set forth in the Town's Personnel Policy Manual,dated December 15, 2005. 6. Administrative Leave. CAHILL shall receive seven(7)days of administrative leave per calendar year. Any administrative leave not taken shall not be accumulated from year to year nor shall the value of such administrative • leave be paid to CAHILL upon termination of his employment. 7. Professional Development. CAHILL may attend two (2) professional conferences per year during the course of his employment. Town shall pay for registration,travel and reasonable food and lodging expenses for such conferences. TOWN shall pay for CAHILL's membership in the International City Management Association("ICMA"), Santa Clara County City Manager's Association•("SCCCMA"), and-the American Institute of Certified Planners. 3 • 839273.2 Resolution 36-17•CAHILL EMPLOYMENT AGREEMENT Page 6 i i • 8. Automobile Allowance. TOWN shall provide CAHILL with an • automobile allowance of Three Hundred Fifty Dollars($350.00)per month, • which shall be paid in equal installments at the same time as CAHILL's salary. CAHILL shall maintain at all times during his employment automobile insurance with limits of$500,000 per occurrence for bodily injury,personal injury, and property damage. CAHILL shall further provide the TOWN with a certificate of insurance indicating the limits of his automobile insurance policy and indicating . that the TOWN is an additional insured on such policy. 9. Deferred Compensation. CAHILL may,in his sole discretion, choose to have the TOWN pay a portion of his salary to the ICMA as deferred compensation,provided that such deferred compensation is deducted from CAHILL's salary and is in conformance with the maximums allowed by federal and state law. Any deferred compensation shall be prorated for the first and last months during which CAHILL is employed as City Manager. SECTION 5. PERFORMANCE EVALUATION The City Council shall review and evaluate the performance of CAHILL annually in June of each year,in accordance with specific criteria and performance expectations as developed jointly by the City Council and CAHILL.'Such criteria may be added to or deleted as the City Council may from time to time determine in consultation with • CAHILL. In addition,the City Council may evaluate the performance of CAHILL at any time the City Council so desires. SECTION 6. INDEMNIFICATION AND BONDING A. TOWN shall defend,hold harmless and indemnify CAHILL 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 CAHILL'S duties in accordance with the provisions of California Government Code section 825. CAHILL'S conviction for a felony or misdemeanor shall be a basis for TOWN'S exemption of this indemnification. TOWN maycompromise and settle any P such claim or suit and pay the amount of any settlement or judgment rendered therefrom. B. TOWN shall bear the full cost of any fidelity or other bonds required of CAHILL under any law or ordinance. -SECTION 7. GENERAL PROVISIONS A. Effective Date. This Agreement shall become effective commencing June 23,.2006. B. Severability. If any provision,or any portion thereof contained in this Agreement is held unconstitutional, invalid or unenforceable,the remainder of this 4 839273.2 • Resolution 36-17 Page EMPLOYMENT AGREEMENT page 7 i • Agreement, or portion thereof, shall be deemed severable, shall not be affected, and shall remain in full force and effect except that either party may terminate this Agreement after providing six(6)months notice if the provision found to be illegal or unenforceable is • - deemed to be a material aspect of the Agreement. Termination of the Agreement under this subdivision shall not give rise to the severance provision of this Agreement. C. Conflicts of Interest. CAHILL warrants that he presently does not have and will not acquire any direct or indirect financial interest which would conflict with his performance of this Agreement. D. Documents. All documents provided to CAHILL by TOWN and all reports and supporting data prepared by CAHILL for TOWN under this Agreement are the sole property of TOWN and shall be delivered to TOWN upon termination of this Agreement by either TOWN or CAHILL,or at TOWN's written request All reports,information,data and exhibits prepared or assembled by CAHILL in connection with the performance of his services pursuant to this Agreement are confidential until released by the TOWN to the public,and CAHILL shall not make any of these unreleased documents or information available to any individual or organization not employed by TOWN without the prior written consent of TOWN. • E. Attorneys'Fees and Costs. In the event it becomes necessary for either TOWN or CAHILL to bring a lawsuit to enforce any of the provisions of this Agreement, theparties agree that a court of competent jurisdiction may determine and fix a reasonable attorney's fee to be paid the prevailing party. F. Entire Agreement;Amendment. This Agreement supersedes any and all • other agreements,either oral or in writing,between the parties hereto with respect to the employment of CAHILL by TOWN.Each party to this Agreement acknowledges that no • representation,inducements,promises,or agreements,orally or otherwise,have been made by any party, or anyone acting on behalf of any party,that are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party.Any modification of this Agreement will be effective only if it is in writing and signed by both TOWN and CAHILL. G Effect of Waiver. The failure of either party to insist on strict compliance with any of the terms,covenants,or conditions of this Agreement by the other party shall not be deemed a waiver of that term,covenant,or condition,and no waiver or relinquishment of any right or power on any given occasion shall be deemed a waiver or relinquishment of that right or power on any subsequent occasions. H. Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid,the remaining provisions shall continue in full force without being impaired or invalidated in any way. • • L Law Covering Agreement. •This agreement shall be governed by the laws of the State of California. 5 839273.2 CAHILL EMPLOYMENT AGREEMENT Resolution 36-17 Page 8 J. Notices. Notices pursuant to this Agreement shall be given by deposit in the United States Postal Service,postage prepaid, addressed as follows: (1) TOWN: Mayor Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, California 94022 (2) CAHILL: Carl Cahill City Manager • Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, California 94022 • Alternatively,notices required pursuant to this Agreement may be personally served in the same manner as applicable to civil judicial process.Notice shall be deemed given as of the date ofpersonal service or as of the date of deposit of such written notice in the United States Postal Service. IN WITNESS WHEREOF,the Town of Los Altos Hills has caused this Agreement to be signed and executed in its behalf by its Mayor and duly attested by its City Clerk, and CAHILL has signed and executed this Agreement. TOWN OF LOS ALTOS HILLS CARL CAHILL W•.'SHAWSKY Ma or" Carl Cahill AN y Town of Los Altos Hills ATTEST: & " City Clerk • APPROVED if TO FORM: • City.Attome 6 839273.2Resolution 36-17 CAHIL.L EMPLOYMENT AGREEMENT' Page 9