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HomeMy WebLinkAbout76-21RESOLUTION 76-21 RESOLUTION APPROVING THE CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND PETER PIRNEJAD WHEREAS, following a recruitment process, the City Council has selected Peter Pirnejad to serve as the City Manager of the Town of Los Altos Hills; and WHEREAS, the Town desires to enter into an employment agreement with Peter Pirnejad, whereby Peter Pirnejad will commence employment as City Manager on October 25, 2021. NOW, THEREFORE, BE IT RESOLVED by the City Council of the Town of Los Altos Hills that: 1. The City Council of the Town of Los Altos Hills approves the City Manager Employment Agreement between the Town and Peter Pirnejad attached hereto. 2. The Mayor is authorized to sign the Employment Agreement on behalf of the City. 3. This Resolution shall take effect immediately upon its adoption. The above and foregoing Resolution passed and adopted by the City Council of the Town of Los Altos Hills at a regular meeting held on the 21St day of October, 2021 by the following vote: AYES: Tankha, Tyson, Mok, Schmidt, Swan NOES: None ABSTAIN: None ABSENT: None ATTEST: BY: A—C�� en , Kavita Tankha, Mayor Resolution 76-21 Page I CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN THE TOWN OF LOS ALTOS HILLS AND PETER PIRNEJAD THIS AGREEMENT, made and entered into at Los Altos Hills, California this 21 sl day of October, 2021, by and between the TOWN OF LOS ALTOS HILLS, a municipal corporation, hereinafter sometimes referred to as the "TOWN," and PETER PIRNEJAD, an individual, hereinafter referred to as "PIRNEJAD." 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 PIRNEJAD as City Manager of the TOWN, and further desires to assure the continuous service of PIRNEJAD 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, PIRNEJAD 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 A. TOWN agrees to employ PIRNEJAD on a full-time basis as City Manager of TOWN. PIRNEJAD agrees to serve as the City Manager for the TOWN subject to the terms and conditions set forth herein. PIRNEJAD shall also perform the functions and duties specified under the laws of the State of California, the Los Altos Hills Municipal Code including but not limited to Section 2-3.211, the ordinances, resolutions, policies, rules, and regulations of the TOWN, the job description for the City Manager position, and such other duties and functions as the City Council may from time -to -time assign. B. PIRNEJAD agrees to devote his productive time, ability, and attention to the TOWN's business, and to perform his duties to the best of his ability in accordance with the highest professional and ethical standards applicable to the profession. As an exempt employee, PIRNEJAD shall not receive overtime or extra compensation for work performed outside normal business hours. C. PIRNEJAD 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 the effective date of termination as set forth herein. However, the TOWN recognizes that PIRNEJAD may actively participate in community affairs and shall be permitted to volunteer time, energy, and expertise, and from time -to -time, to serve and hold office in charitable, non-profit, public service, service club, religious, and/or community area organizations. In addition, this Agreement shall not be construed to preclude Resolution 76-21 Page 2 incidental and occasional teaching performed by PIRNEJAD, provided that such teaching does not interfere with PIRNEJAD's performance of his duties as City Manager. SECTION 2. TERM The term of this Agreement shall be for a term of five (5) years, commencing from October 25, 2021 until October 24, 2026. If no successor Agreement is entered into to extend PIRNEJAD's employment beyond the five (5) year term, his employment with the TOWN shall end with no payment of severance. If in the fifth year of the term, the TOWN does not then intend to extend the term of this agreement, the Town will provide notice to PIRNEJAD at least six months before the end of term. SECTION 3. TERMINATION AND SEVERANCE PAY A. PIRNEJAD's employment shall be considered "at -will." PIRNEJAD serves at the pleasure of the City Council, and the City Council may terminate this Agreement with or without cause. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the TOWN to terminate the services of PIRNEJAD 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 Los Altos Hills Municipal Code, the parties acknowledge that the provisions regarding termination herein are the exclusive procedures used by the parties and are intended to supersede any inconsistent policies in the Los Altos Hills Municipal Code and the TOWN's personnel policies. B. In the event that the TOWN chooses to terminate PIRNEJAD pursuant to Section 3.A of this Agreement, PIRNEJAD 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. If PIRNEJAD is terminated at a date earlier than the end of the term of the then -applicable Agreement, he shall be given severance pay equal to six months base salary, and shall continue to receive the Health and Dental Benefits, Life Insurance, Disability Insurance, and Retirement Benefits specified in Section 5.A for a period of six months from the effective date of termination. C. In the event PIRNEJAD is terminated for cause, or by reason of death or incapacity, the City shall have no obligation to provide any severance payment pursuant to Section 3.13 herein. Termination for cause includes, but is not limited to, dismissal based on the following: 1. A court finding of willful misconduct, malfeasance or moral turpitude; 2. A conviction of a felony or misdemeanor relating to PIRNEJAD's fitness to perform assigned duties including, but not limited to, embezzlement; 3. Violation of any fiduciary duty owed to the TOWN; 4. Failure to abide by the terms of this Agreement; Failure to observe or perform any of the duties and obligations under this Agreement, if that failure continues for a period of thirty (30) days after PIRNEJAD receives written notice from the City Council or its designee Resolution 76-21 Page 3 specifying the acts or omissions that constitute the failure and PIRNEJAD has not commenced the process for curing the failure. D. In the event PIRNEJAD desires to voluntarily resign his position with the Town, PIRNEJAD shall give the TOWN thirty (30) days' notice in advance, unless the parties agree in writing otherwise. In the event PIRNEJAD voluntarily resigns, he shall not be entitled to any payment pursuant to Section 3.13 herein. SECTION 4. SALARY A. TOWN agrees to pay PIRNEJAD for his services rendered pursuant hereto, an annual salary of Two Hundred and Thirty -Six Thousand dollars ($236,000.00) less all applicable federal, state, and local withholding, payable in installments at the same time other employees of the Town are paid. B. PIRNEJAD will be eligible for a yearly salary adjustment following his annual performance evaluation, as described in Section 6.A. Any salary adjustment shall be subject to prior approval by the City Council. TOWN and PIRNEJAD agree that any annual salary adjustment approved by the City Council will take effect on the first day of the first pay period following October 25th of each year. SECTION 5. BENEFITS A. PIRNEJAD 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 PIRNEJAD 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 PIRNEJAD's annual salary shall be paid by TOWN, subject to any limitation 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, at the amount of the employer[only contribution, shall be paid by TOWN. PIRNEJDAD shall pay the employee portion. PIRNEJAD shall receive the same PERS benefit as other TOWN employees, which is an amount totaling two percent (2%) at the age of sixty two (62). 5. Vacation, Holidays, and Other Forms of Leave. PIRNEJAD 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 May 19, 2016. Resolution 76-21 Page 4 PIRNEJAD's initial accrual rate for vacation shall be equal to an employee with eleven years of Town service experience and shall start at 13.33 hours per month. 6. Administrative Leave. PIRNEJAD will be given a one-time initial bank of forty (40) hours of administrative leave upon the start of his employment with the TOWN on October 25, 2021. In addition PIRNEJAD will receive eight (8) hours of administrative leave per month for the months of November and December, 2021. Beginning January 1, 2022, PIRNEJAD shall receive ninety-six (96) hours of administrative leave per calendar year. Administrative leave must be used in the calendar year in which it is disbursed; unused administrative leave may not be carried over for use in a subsequent year or redeemed as compensation. 7. Professional Development. The TOWN supports professional development for PIRNEJAD. The TOWN agrees that on a yearly basis during its budget process, the TOWN will consider whether or not to pay for travel and subsistence expenses of PIRNEJAD for professional and official travel, meeting, and other occasions to continue the professional development of PIRNEJAD, and to pursue necessary official functions for the TOWN. The professional and official travel contemplated by this Section 7 includes but is not limited to the International City/County Management Association ("ICMA") Annual Conference, CalCities Annual Conference, CalCities City Manager's Department, Santa Clara County City Managers Association meetings, Alliance for Innovation meetings, and such other national, regional, state and local governmental groups and committees (including community and civic organizations) thereof which PIRNEJAD serves as a member, and for travel and subsistence expenses of PIRNEJAD for short courses, institutes, and seminars that are necessary for his professional development and for the good of the TOWN. PIRNEJAD understands and agrees these professional development expenses are subject to budget constraints and that the City Council retains discretion in determining whether to fund any of the above -referenced expenses. 8. Automobile Allowance. TOWN shall provide PIRNEJAD 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 PIRNEJAD's salary. PIRNEJAD 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. PIRNEJAD shall further provide 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. TOWN agrees to pay seven hundred fifty (750) dollars per month to the ICMA Deferred Compensation program on behalf of PIRNEJAD. PIRNEJAD may also, 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 PIRNEJAD's salary and that the combination of the TOWN's payment and PIRNEJAD's voluntary contribution are in conformance with the maximums allowed by federal and state Resolution 76-21 Page 5 law. Any deferred compensation shall be prorated for the first and last months during which PIRNEJAD is employed as City Manager. 10. Mobile Telecommunication Device. PIRNEJAD shall be entitled to receive the benefit of the Mobile Telecommunication Device Policy set forth in the Section 14.8 of the Employee Handbook as it exists now or may be amended in the future. Specifically, PIRNEJAD either receive mobile communication device provided by the Town or may receive cellular service that is paid for by the Town on his own personally -owned mobile phone. SECTION 6. PERFORMANCE EVALUATION A. The City Council shall review and evaluate the performance of PIRNEJAD annually each year, in accordance with specific criteria and performance expectations as developed jointly by the City Council and PIRNEJAD and approved by the City Council in its sole discretion. The TOWN will retain a third party facilitator to assist the City Council and PIRNEJAD with the annual evaluation process. Such criteria may be added to or deleted as the City Council may from time to time determine in consultation with PIRNEJAD. In addition, the City Council may evaluate the performance of PIRNEJAD at any time the City Council so desires. B. Notwithstanding the timing provided in Section 6.A above, PIRNEJAD's first performance evaluation shall take place six (6) months after the start of his employment with TOWN. SECTION 7. INDEMNIFICATION AND BONDING A. The TOWN shall provide for the defense of PIRNEJAD in any action or proceeding alleging an act or omission within the scope of PIRNEJAD's employment in accordance with California Government Code sections 825, 995 et seq., and other applicable law. Notwithstanding anything to the contrary in this Agreement, in accordance with California Government Code section 825, subdivision (a), the TOWN reserves the right to not pay any judgment, compromise, or settlement subject to that section until it is established that the injury arose out of an act or omission occurring within the scope of PIRNEJAD's employment pursuant to this Agreement. Further, notwithstanding anything to the contrary in this Agreement, the TOWN reserves the right to refuse to provide for the defense of PIRNEJAD for the reasons set forth in California Government Code section 995.2 or other applicable provisions of law. Any TOWN funds provided for the legal criminal defense of PIRNEJAD shall be fully reimbursed in accordance with California Government Code section 53243.1 if PIRNEJAD is convicted of a crime involving an abuse of his office or position as defined in California Government Code section 53243.4. B. TOWN shall bear the full cost of any fidelity or other bonds required of PIRNEJAD under any law or ordinance. Resolution 76-21 Page 6 SECTION 8. GENERAL PROVISIONS A. Effective Date. This Agreement shall become effective commencing October 25, 2021. B. Severability. 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 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 obligation to pay severance pursuant to Section 3 of this Agreement. C. Conflicts of Interest. PIRNEJAD 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 PIRNEJAD by TOWN and all reports and supporting data prepared by PIRNEJAD 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 PIRNEJAD, or at TOWN's written request. E. Attorneys' Fees and Costs. In the event it becomes necessary for either TOWN or PIRNEJAD to bring a lawsuit to enforce any of the provisions of this Agreement, the parties agree that a court of competent jurisdiction may determine and fix a reasonable attorney's fee to be paid to the prevailing party. F. Entire Agreement, Amendment. The text herein shall constitute the entire agreement between the parties. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the employment of PIRNEJAD 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 PIRNEJAD. 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 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. Law Covering Agreement. Any action by any party to this Agreement shall be brought in the appropriate court of competent jurisdiction within the County of Santa Clara, State of California, notwithstanding any other provision of law which may provide that such action may be brought in some other location. This Agreement shall be construed and enforced in accordance with the laws of the State of California and the United States of America. Resolution 76-21 Page 7 I. Abuse of Office. Government Code sections 53243, 53243.1, 53243.2, and 53243.3 are incorporated by this reference as if fully set forth herein. J. Assignment. It is understood that this Agreement is not assignable by either party. K. Non -Liability of Officials and Employ. No official, employee, attorney, or agent of the TOWN shall be personally liable for any term, condition, breach, default, or liability under this Agreement. L. Interpretation. This Agreement shall be interpreted as though prepared by both parties. M. 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, CA 94022 (2) PIRNEJAD: Peter Pirnejad City Manager Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 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 of personal service or as of the date of deposit of such written notice in the United States Postal Service. Resolution 76-21 Page 8 IN WITNESS WHEREOF, the Town of Los Altos Hills has caused this Agreement to be signed and executed on its behalf by its Mayor and duly attested by its City Clerk, and PIRNEJAD has signed and executed this Agreement. [SIGNATURES TO FOLLOW ON NEXT PAGE] TOWN OF LOS ALTOS HILLS PETER PIRNEJAD Kavita Tankha, Mayor Peter Pirnejad Town of Los Altos Hills ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 3887191.1 Resolution 76-21 Page 9