CC Resolution No. 00-177- RESOLUTION NO. 00-177
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CUPERTINO
AUTHORIZING EXECUTION AGREEMENT OF EMPLOYMENT BETWEEN
THE CITY OF CUPERTINO AND DAVID KNAPP, CITY MANAGER
WHEREAS, there has been presented to the City Council a proposed Agreement
of Employment between the City of Cupertino and David Knapp; and
WHEREAS, the terms, conditions and provisions of the agreement have been
reviewed and approved by the Director of Administrative Services and the City Attorney.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Cupertino hereby approves the aforementioned agreement and authorizes the Mayor to
execute said agreement on behalf of the City of Cupertino.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of
Cupertino this 19th day of June 2000, by the following vote:
Vote
Members of the City Council
AYE S:
NOES:
ABSENT:
ABSTAiN:
Burnett, Chang, James, Lowenthal, Statton
None
None
None
ATTEST:
City Clerk
Sexton 1. ~r..Iovrncrit and Duties
The City a~rees to employ David K_napp as the City Manager of the City of
Cupertino to perform the functions and duties specified in Section 2.28.040 of the
City's ordinance code, and to perform othe~ legally permissible md propel' duties and
~vnctions as the City Council shall from time to time assign. The City Manager
agrees that to the best of his ability and expericace he will at all times loyally and
conscientiously perform all of the duties and obligations required of him either
expressly or implioitly by the terms of this A~reement.
Section 2. Tenn- Termination
The provisions of this Agrecrnant shall commence upon its execution, and
shall eonlinue until terminated by mutual agr~ment or as otherwise provided for
he~inat~r,
A. Nothing in this Agreement shall prevent, limit or otherwise interfere with
the right of the City Council to terminale the se~oes of the City Manager
at any time by a four-fiP, hs (4/5) ~ of thc City Council as provided in
Section 2.25.090 of the City's ordinnnce code.
B, Nothing in this A~reement shall pre. ant, limit or otherwise interfere with
the right of the City Men~er to resign at any time from his position with
the City, provided that he shall giw the City four weeks written notice in
ed~anee, unless the parties agree otherwise,
C. The City Manager asrees to remain in the exclusive employ of the City
during the ten~ of this Agreement. and not become employed by any other
employer until this A~-ecment is terminated. The term "employed" shall
not be construed to include occasional teaching, writing, consultin8, or
militar~ r~ser~e ser¥ice performed on the City Manager's time o~,
S~tion 3, S~'e-,rance Pay
In the ~,mnt flint the City terminates this Agreement as provided in Section
:2 nbov~, for emus~, ns defined herein, then such termination may occur
immediately, and, in thai event, the City will have no further obligation,
~nancinl or otherV~se, to the City Manager under the ~'ms of this
B. In the event that the City terminates this Agreement as provided in Section
2 ahoy, for any reason other than for cause, then the City agrees to pay to
the City Manager a cash payment equal to six months agF, regate salary to
be paid at the option of the City Manager in a) lump sum upon the date of
termination; b) lump sum on January 2 of the year followin$ termination;
or c) six equal monthly payments.
C. As used in this section, the term "for ceuse" means italy the followin$:
1) Death of the City Manager.
2) The continuod incapacity on the part of the City Manager to perform
his duties for a period of ninety (90) consecutive days or more.
3) The willful breach of duty by thc City Manager in the course and
scope of his duties as City Manager, as specified in Section 2.28.040 of
the City's ordinance code.
4) At limes other than medical incapacitation, the habitual neglect by the
City Manager of his dulics, as specified in Se~don 2.28.040 of the City's
ordinance code.
5) The willful or permanent material breach of any obligations contained
in this
6) The conviction of thc City Manager of any crime involving moral
turpitude.
Section 4. Salarlv_ and Benefits
The City agrees to pay the City Manager for his services hereto an annual base
salary of $160,000.00, payable in installments at the same time as other employees of
the City are paid. Said base salary may be modified by the City Council on an annual
basis effective on each one year anniversary of the City Manager's cmployment.
In addition, the City shall also pay to, or on behalf of the City Manager all
beneti~ which are available, or which will become available, to the City's other
senior management ~ployecs based upon his base salary including, but not limited
to, PIERS retirement benefits, health and dental benefits, life insurance, disability,
deferred compensation prol~ma, and adminiih-alive leave pay out. The City Manager
will also receive a car allowance of $350 per month. The City Manager shall receive
15 days paid vacation per year, plus aiok days, holidays, and administrative leave
undo' the san~e pro~rarn ~s is available to other s~nior mana~eni~nt employees, In
addition, the City blanag~ will recdw 15 days of paid wacaiion credit at the
commencement of employment with the City.
~ection 5,
A.
Porfor~_ ~ ..ce Evaluation
The City Council shall review and evaluat~ the performance of the City
Manager at least annually. Said review and evaluation shall be in
accordance wiih specific criteria developed jointly by the City and the City
Manager, Said criteria may bc added to or deleted from as the City
Council from time to time determines, in consultation with the City
Mnna~er.
At least annually, the City Council and the City Manager shall define such
goals and performance objectives which they may determine necessary for
the proper operation of the City, and in the attainment of the City Council's
policy objectives and shall further establish a relative priority among
various goals and objectives. They shall be attainable within the time
limiiations as specified and tho annual operating and capital budscts and
approPriations provided.
Rasid~,,ev - Housim~ Allowance
As required by Seciaon 2.28.020 of the C;ty ordinance code, within 180
days of his appointment, the City Manager must become a resident of the
City. Continued residence in the City is a condition of the City Manager's
employment.
The City Manager shall be reimbursed, or the City may pay directly, for
the reasonable and customary expense of packing and moving himself, his
family, and his personal property from his current residence to the City of
Cupe~ino, which shall include unpacking, any storage costs necessary and
insurance charges.
In the event that the City is willing and able to purchase the former City
Manager's equity interest in the residence located at 10346 Scenic Blvd.,
Cupertino, California, the City Manager shall be allowed to purchase an
equity interest therein under the terms and conditions set forth in the
attached "Agreement for Housing Assistance."
In the event that either the City Manager or the City is unwilling or unable
to execute the "A~reeme~t for Housing Assistance," the City will provide
the City Manager, at minimum, with the same housing assistance provided
to the City's Depa~.'-,,ent Heads or with other enhanced housing assistance
as the parties may ag, mc.
~ 3
~e City h~b~
~ of~ Ci~ ~ ~or pro~ession~ ~d o~ci~ traval, m~n~s
md ~s ~te to ~nue ~e pm~s~on~ developm~t o~e
Ci~ M~ ~d to p~u~ n~ offici~ ~ions for ~e Ci~,
includin~ b~ not limi~ ~, ~e ~ co~ of~e Int~ion~
Ci~ ~mt As~aagon, &e ~ue of C~ifomia Cifi~ ~d such
o&~ ~g, ~i~, ~ ~d 1~ sove~ ~oups ~d
~i~ ~f w~ch
~dition, ~e Ci~ ~1 pay ~e m~b~ip ~es for such StOUps.
~e Ci~ ~ ~s to bod~ ~d ~ pay f~ &e ~a~l ~d subsist~
~ ~&e CiW ~ for ~on ~s, in~imte~ ~d ~in~
which ~e n~ f~ his profession~ d~lopmmt ~d for ~c 8cod of
&e Ci~.
Seotiun 8. Indemnification
The City shall defend, hold hmmless and indemnify the City Manager against
an}, 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
perforrmmce of the City Manager's duties as defined herein except for those arising
out of intentional wrongful acts.
The City shall bear the full cost of any fidelity or otber bonds required of the
City Manager under any law or ordinance.
Section 10. A~li¢~ble Laws and Ordinances
All provisions of the City ordinance code, and regulations and rules of the City
related to vacation and sick leave, retirement and pension system contributions,
holidays, and other fringe benefits and working conditions as they now exist or
hereafter may be amended, also shall apply to the City Maneger as they would to
other senior manaiemcnt employees of the City.
Sention 1 I. Entire Atonement
This Asrccmcnt constitutes the entire Asrccment of the parties and supersedes
any and all asreemanis, either omi or written, between the pmties with respect to the
subject matter of this Algrt~"ment. Any modification of this Agreement shall be
~fl%ctiw only ifm writing and signed by both panics.
CITY OF CUPERTITqO
Mayor
IGER
David
ATTEST
C~ Cl~k
APPROVED AS TO FORM
Chades T. Kilinn, City Attorney
AGREEMEl~ FOR HOUSING
~S AG~E~ is ex~ ~is ~ay of
by =a a
m~(ci~ co~on, h~n~ ref~ W ~ "CI~ ~d DASD KNAPP
who h~ ~ ~ploy~ ~ Ci~ M~ by C~. he~i~ r~ to
~, C~ ~ ~ ~P ~ its Ci~ M~er, ~e chief
~ini~h~i~ posfiion ~ C~, ~ ~ e~sive ~ch for ~ most
q~ifl~ ~di~e; ~d
~, C~ ~ui~ i~ Ci~ Mm~ w ~ide ~&in &e Ci~
l~i~; md
~, C~ ~d ~P h~e met md di~us~ ~m~ion
md ~ &~ due to ~ely hi~ ~s of housin~ ~&in Cup.no,
C~ mua ~sist ~P in ob~ sui~Ic housi~ ~&in Cu~nino; ~d
~. ~p ~pi~s ~e pumh~ of
&e hou~ ~d I~ i~t~ ~ 10346 S~ic Blvd., Cup~ino, C~ifomi~
~er ~f~ m ~ "&e ~id~", ~d ~e CI~'S fo~ City
Man~ DONALD BROWN], ami
WHERI~AS, The CITY may elect to purchase DONALD BROWN'S
interest in the residence at a price based opon current market value (hereinafter
r~ferred to as '"the market value"). In order to determine the market value of
the re~idenoe, the Ct'fY has ordered the preparation of a written appraisal
per/ormed by a qualii~ed appraise',
NOW, TI~I~FOP.~ IT IS AGP~I~D as follows;
PODIR/K/ARHA 6-1.00 I
1. ~- The purpose of this A~re~'ncnt is to set forth ~o~
~d~din~s ~hca by C~ ~d ~ r~n~ h0usi~ ~si~. It
is ~d~ ~ subduer ~o &e ~fion of&e A~t ~P mus~
~u~ ~ d~um~ ~d ~Y L. ~P~ his ~fc, will cx~u~ ~e
~e d~m~s ~ r~t to ~e ~h~ ~ equiW int~st in the
2. ~. ~is ~m~t ~d~s~s only one
~t of~P'S t~s md ~ndifi~s of employer. It is ~d~tood
~ C~ ~d ~P ~y ~ to ~h o~ ~s ~ ~ ~nsi~t ~
· e m~icip~ ~e ~d California 1~.
~, k is e~sly ~d ~ n~i~ ~n~n~ herein sh~l ~
~m~ to p~de ~P a ~n~ of ~lo~t ~ Ci~ M~er.
~, ~ou~ i~ CiW Council, ~nues to mmnmn its ~lc au~ofiW to
~n or di~i~ i~ Ci~ ~er from ~ploym~t. ~e exerci~ of such
~oriW by C~ ~1 not e~li~ in ~P a ~ of ~ion for money
~es due ~ a loss of~c housing ~s~ pro~dcd h~ein. N~ing
herein is inmd~ ~ ~ ~Y obli~fion ~ pro~de housing ~sis~ for
~ ~n or ~ns ~ ~P him~lf
3. CiW ~ for ~c~e or,mw ~. ~APP may ob~,
u~n ~u~g a Io~ ~om ~e C~ n~ to exc~ $300,000 to be u~d for ~e
p~h~ of ~ ~ui~ ~e in ~e ~d~. S~d 1o~ ia to be evid~ by a
pr~i~ no~ i~ fair of&e C~ ~ by a first d~ of~
m~b~g ~e residing. S~d ~s~ no~ ~l ~ for a t~ not to
~ ~ ~s ~d ~l b~ a ~le in~est m~ ~al w ~e p~en~e
in~ p~d by ~ ~cy Ink.mt F~on ~ adjust~ ~nu~ly
b~ u~n ~e m~ a~e for ~e prior 12 mon~ ~d ~1 be pay~le in
m~ly in~m~ ofprinspM ~d im~. ~P may p~ay at ~y
PC/DII~JARHA 6-1.00 2
time "11, or ~ portion, o~this loan without p~alty. KNAPP stroll authorize
CITY to make an automatic payroll deduolion to cover payments with r~spect
to the crrY'S loan. Such payroll doduction shall have priority over all other
deduotions except those required by law. The CITY shall provide KNAPP a
year-and stalemant showing the mount allocated paid to principal and the
amount paid as intarest. Notwithstandin8 any provision to thc contras/, the
note shall become immediately due and payable upon sale or transfer of the
residence or upon cessation of it as KIqAPP'S Primary residence. Said loan is
only available to KNAPP as part of an equity interest purchase, whereby he
invests a minimum of $50,000 of his own funds in the residence.
4. ~. Title to the residenoc shall be held by CITY and
KlqAPP as tansms in common.
$. Alloc_~iO~ of costs with r~:~ct to the r~sid~ce:
A) KNAPP shall be responsible for taking out and maintaining, at
his sole cost, fire, casualS, and liability insurance on the residence with
coverage and t~ms, and in an amoum, which am satisfactory to CITY and
naming the CITY, and its offioers, agants, ami ~mployees, as additional
insur~ds thereunder, and as beneficiaries in proportion to the CITY'S equity
ir~i~g~st. The City and the Manager shall share earthquake insuranc~ premium
in same propomon as their inv, ii~i~mts.
B) K2NAPP shall be responsible for making all n~ccssary repairs to
the residence, provided, however, that with respect to any specific repair
whose cost is greater th~m $3,500, the parties shall share the cost of said repair
in proportion to their rasl~ctive equity interests at the time said repairs are
made. Prior to comm~oin8 any work of repair costing mor~ than $3,500,
PC/Dii~.~Ai~iA 6.1 ~00 3
K.NAPP shall confer with Mayor and Ci~] Al~orney and obtain CITY'S
a~eement as to said repair.
C) The perties shall sh~re real property ~axes and assessments o~
the same basis ss their respective interests in the property.
A) KNAPP, at his sole option, may sell the residence at any time~_~
based upon a lxice which is mutually agreed upon by the parties,
B) At the time of sale, the balance of loan made by CITY to
KlqAPP pursuant to paragraph 3 shall be fully paid.
C) Upon said sale, the parties shall receive the amount of proceeds,
~ said loan abov~ described and all costs of sale are paid, as follows:
a) KNAPP shall receive a percentage of the balance based
upon the ratio that his ori$inal contribution (mcludin8 cash and loan)
described in paragraph 3 of this Agreement bears ~o the tolal market value of
the residence. As used m this A~reement, the phrase Htotal market value of the
residl~nce# means the value established by the City Co~mcil for purposes of
purchasin8 the former City Mlma~er's equity interest in the residence.
b) CITY shall receive the r~rusi~in8 percentage of said
balance.
?. Adi-~m,mtq ofEauRv Betwean the Parties,
A) At any time or times during the period KNAPP resides at the
residence, he may purchase all, or a portion of CITY'S interest in the
residence. The p~ice shall be established es provided herein.
B) Unless the parties otherwise agree as to the price, each party
shall appoint an appraiser, and their decisions shall be averased and shall be
final, unless they shall differ by 5% or more m value, in which case a third
appraiser shall be selected by th~ other two appraisers, unless CITY and
I~/Dm/g/ARRA 6-1-00 4
KI~IAPP jointly select suoh third appraiser. Said ~hird appraiser shall apprmse
the residence, and his appraisal shall b~ averaged with the closest other
appraisal. The amount so averaged shall be final. Cosls of all appraisals shall
be split equally betweeo the parties.
C) KlqAPP shall pay CITY that portion of CITY'S interest he
wish~ to purch~ based upon the formula for sale of residence contained in
s~ion 3 of this Agreement and CITY shall ex, cute the necessary documents
~videncir~ such transfer.
8. Tl~rrnlnaiign of A~r~ment.
A) KNAPP a~knowledges and ~8rees thai this housin~ assisiance
agrenment is not assumable by any subsequent buyer or transf~'ree of thc
re~id~nc~ in ~ it was speoii~call7 negotiated as part of the City Manager's
~mployment agr~me~t, thai the payroll deductions provisions act as security
to the benefit of thc CITY, and that the ~eneral aspects of tho City
Manager/City Counoil relationship indicate thai ~he assistance is fashioned for
KNA~P alone.
B) It is further agreed thai upon termination o£KNAPP'S
~ploym~nt, or upon his failure to utilize the residence as his primary
residence, or upon his d~h, the balance of CITY'S loan shall become due and
payable within 1 $0 days.
C) In the event of KNAPP'S de. ath, his executor or administrator
shall b~: l~ranted the option of purchasing CITY'S interest in the residenoe
within one hundred eighty (180) days of death. Upon occurrence of any other
o~ent described in paragraph 8B above, K. NAPP shall be ~ranted said option to
purehase but only for a p~od of 180 days from the date of the occurrence.
Durin8 said option I~riods abovo described, KNAPP or his executor or
administrator, as the case may be shall oontinue to-mak~ all paying-nfs with
6-1-0o
respect to thc residence that KNAPP would otherwise be required to make
reg~lrdless of whather any option described herein is actually exercised
D) Lq the event that K~APP or his executor or admiaistrator does
not exercise his option to purchase the residence hereunder, CITY shall have
the option to purchase KNAPP'S interest in the residence within one hundred
eisht7 (IS0) days thereafter.
l~) Any option described above shall be for the purchase of the
residence at a price established under para&taph 7B and with respect to the
allocation formula described i~ paragraph 6,
lr) Neither KNAPP nor his executor or administrator shall sell,
lease, rent, or encumber the residence in any way without the written consent
of C1TY in advanoe.
9. l}~,~a]~[~. This Agreement binds the parties, their successors,-
end personal representatives, and is not assignable by either party without the
express written consent of the othe~ party.
10. ~_.!.~. In the event this Agreemem or any part thereof should
be held invalid, CITY and K-NAPP agree to discuss alternatives within the
CITY'S discretion; however, KNAPP has no vested right to alternative
11. ~. This Agreement shall become effective only
upon the consent mad a&reernent thereto by K. AY L. KNAPP, and shall become
null and void if she shall refuse to execute any or all other documents deemed
necessary by CITY to initially consummate this transaotion in its entirety.
KAY L, KNAPP also agrees to execute all documents necessary to carry out
this A~reemants at all times during its tenn.
12. Authority. The Mayor is hereby authorized and directed to execute
all domiments neoessary to carry out this Agreement.
IR~DIIlffg/ARRA 6-1-00 6
CITY OF CUPERTINO
DAVID K~APP
John Station, Mayor
A~t:
~ity Clerk
I atree a~d consent to
~ ofth~ provisions
of this Agreement.
KAY L KNAPP
APPROVED AS TO FORM:
CHARLES T. KILIAN
ptYDIRRrdARFIA 6-1.40