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HomeMy WebLinkAboutCity Council Resolution 25-049, 2025 City Manager Amended AgreementRESOLUTION NO. 25-049 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SARATOGA APPROVING AMENDED AGREEMENT FOR EMPLOYMENT OF CITY MANAGER WHEREAS, Matt Morley (“Morley”) was hired in the position of City Manager on August 5, 2024 pursuant to an employment agreement effective June 10, 2024; and WHEREAS, the City Council and Morley wish to amend the employment agreement; and WHEREAS, the First Amended Agreement For Employment Of City Manager (“Agreement”) attached hereto and made a part hereof supersedes all prior agreements between Morley and the City effective July 1, 2025; and WHEREAS, this Council finds that the provisions and agreements contained in Agreement are fair and proper and in the best interest of the City and in compliance with California Government Code sections 3511.1 and 3511.2. NOW, THEREFORE BE IT RESOLVED, that the City Council of the City of Saratoga does hereby approve the Agreement attached as Exhibit A to this resolution. The above and foregoing resolution was passed and adopted at a regular meeting of the Saratoga City Council held on the 20th day of August 2025 by the following vote: AYES: COUNCIL MEMBERS FITZSIMMONS, WALIA, ZHAO, VICE MAYOR PAGE, MAYOR AFTAB NOES: NONE ABSENT: NONE ABSTAIN: NONE __________________ Belal Y. Aftab, Mayor ATTEST: _______________________ Britt Avrit, MMC, City Clerk 1950543.1 Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 FIRST AMENDED AGREEMENT FOR EMPLOYMENT OF CITY MANAGER This Agreement (“Agreement”) is made and entered effective the June 10, 2024 and amended and restated effective July 1, 2025, by and between the City of Saratoga (the “City”), a general law city, and Matthew Morley (“Employee”). This Agreement for employment of Employee supersedes all prior discussions and all prior agreements between Employee and the City. Employee is hired in the position of City Manager. Employee will begin work on June 10, 2024 and assume the powers and duties of the City Manager beginning on August 5, 2024. This Agreement complies with AB 1344 (Government Code sections 3511.1 and 3511.2), which provides for greater transparency of local agency executives’ contracts. In consideration of the mutual covenants contained herein, the parties agree as follows: I. EMPLOYMENT The City Council of the City hereby appoints Employee to the position of City Manager to perform the functions and duties specified under the laws of the State of California, the Saratoga City Code, the Ordinances and Resolutions of the City, and this Agreement, and to perform such other duties and functions as the City Council shall assign. Employee shall serve at the pleasure of the City Council. (See Section 2-20.010 of the Municipal Code and Agreement section V.A.). II. POWERS, DUTIES AND RESPONSIBILITIES. A. Employment Duties. Employee shall function as the City Manager of the City and shall be vested with the powers, duties and responsibilities set forth in Article 2-20 of the Municipal Code and California law as they now exist and may be amended hereafter, the terms of which are incorporated herein by reference. Additionally, Employee shall perform such other duties as may be assigned by the City Council to ensure effective and productive functioning of City operations, services, and work and which are consistent with the position of City Manager, without additional compensation because the City Manager is an overtime-exempt executive position. Such duties shall include, but not be limited to: 1. Assemble and articulate relevant facts, preparing committee and Council reports when necessary; 2. Prepare agendas for Council meetings, offering guidance on priorities and necessary actions; 3. Direct the City Clerk in various tasks, including preparing for City Council meetings, maintaining official records, organizing municipal elections, and executing related functions; Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 4. Represent the City Council in interactions with other governmental and private agencies; 5. Consult with and guide department heads in forming and implementing administrative policies and practices; 6. Develop and submit the annual budget, aligning financial plans with City policies; 7. Act as the City’s representative to the press and other information media as required; 8. Engage with individual citizens and groups, gather input on City issues, address complaints. and provide explanations of City policy and actions, fostering transparency in decision-making; 9. Administer any voter-approved bonds for the City; 10. Supervise City operations, ensuring effective oversight of all work and services performed by City staff and effective oversight of compliance with Personnel Rules, collective bargaining agreements, and other requirements; 11. Coordinate and manage responses to emergencies or crises within the City; and 12. Ensure that City operations comply with local, state, and federal laws and regulations. Additional duties of the City Manager are detailed in the job description, which is attached as Exhibit 1, and incorporated by reference in the Agreement. B. Hours of Work. Employee is expected to devote necessary time outside normal office hours to business of the City. To that end, Employee shall be allowed flexibility in setting office hours, provided that Employee shall work as necessary during customary business hours to satisfactorily perform City Manager duties and responsibilities and be available to other City staff during customary business hours. As of the effective date of this Agreement, the City’s customary business hours are based on a 9/80 work schedule where a full-time work week constitutes 40 hours within seven consecutive 24-hour days and where the City is closed every other Friday. Employee shall endeavor to schedule any appointments for medical treatment, industrial injury medical treatment, or other personal appointments so as to minimize the inconvenience to fellow employees and the impact on Employee’s ability to perform the employment duties described above. III. COMPENSATION AND BENEFITS OF EMPLOYEE. A. Salary. Employee’s salary effective July 1, 2025 is Three Hundred Thirty-One Thousand Six Hundred and Sizty Dollars ($331,660.00) per year. The salary shall be paid in regular payroll periods, which are bi-weekly installments. (Future changes to compensation are addressed in Section IV.) B. Benefits. Employee shall be entitled to the following benefits: Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 1. Health, Dental, Vision, and Employee Assistance Program (EAP): The City provides Employee with health benefits, dental benefits, an employee assistance program (EAP), and voluntary vision benefits (paid by Employee). The voluntary vision benefits’ premium is paid by Employee. The City pays the full premium for dental insurance and the EAP. The City pays a monthly health insurance contribution toward the premium as follows: The City will provide a monthly health insurance contribution for Employee’s selected level of coverage as follows in the chart below: Employee Employee Plus One Employee Plus Two (Family) $ 969.19 $ 1,938.56 $ 2,520.11 The City's monthly health insurance contribution will be adjusted annually as follows: a. Effective January 1, 2025, the City's monthly health insurance contribution (Total Contribution) will be adjusted annually for the employee's selected level of coverage by increasing the City’s contribution by 2.39%. b. For each subsequent year starting on 1/1/26, the City's contribution will increase 2.5% at the start of the calendar year. c. The adjusted City contribution for each level of coverage for the next calendar year will be provided to the employee prior to the beginning of open enrollment period and become effective on January 1 of each year. The cost of the employee-selected plan that exceeds the City-paid contribution amount will be paid by the employee via payroll deduction, pre-tax. 2. Cash-in-Lieu: If Employee completes and submits required documents (1) to prove that Employee has other health insurance coverage and (2) to waive City-provided health insurance coverage, Employee will receive a payment per month of $400.00 as additional taxable wages. If Employee completes and submits required documents (1) to prove that Employee has other dental insurance coverage and (2) to waive City-provided dental insurance coverage, Employee will receive a payment per month of $25.00 as additional taxable wages. Employee must complete and submit any required documents and provide proof of other health or dental insurance coverage at the time that employment begins and during open enrollment each year (in or around October) to be eligible for the cash-in-lieu payment beginning the following January. 3. 457 Plan: The City provides Employee the opportunity to contribute to an IRS Section 457 deferred compensation plan. Employee may contribute up to the maximum allowed by law. Contributions may come from Employee’s regular earnings (through payroll deductions). The City will contribute monthly to a deferred compensation account 2% (two percent) of the Employee’s base monthly salary earned during active employment. This amount shall be increased to 3% (three percent) effective July 1, 2025 and to 4% (four percent) effective July 1, 2026. Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 4. Car Allowance, Organization Dues, and Expenses: Employee shall receive a $350.00 monthly car allowance to be used to attend to local City business and shall be entitled to reimbursement of up to $1,000 per year for dues and meal expenses incurred in the course of participating in Saratoga-based civic organizations, which require membership as an individual. All other non-personal, job-related expenses such as professional dues and subscriptions, official travel, meetings, or conferences are paid by the City in accordance with the adopted budget and consistent with the City's administrative policies. 5. Life Insurance: The City shall pay 100% of the premium cost for life insurance coverage for Employee with a death benefit of $150,000. 6. Disability Coverage: The City shall provide disability coverage, consisting of short-term disability payments and long-term disability insurance as described below, to provide Employee with income protection if Employee becomes unable to perform the functions of this position due to a serious health condition or disability. a. Short-term Disability Payments The City will pay 75% of Employee’s monthly salary after Employee has used all accrued paid time off (PTO) and will maintain existing insurance benefits for 12 weeks from the date of injury/illness. Short-Term Disability payments will commence only after 12 continuous working days during which Employee is totally disabled, or when all accrued PTO is exhausted, whichever is later. Short-term disability payments are reported to PERS as salary earned. b. Long-term Disability Insurance The City shall provide Employee long-term disability insurance including a paid coverage plan design of 66.66% of salary to a maximum of $2,000 per month with a voluntary buy-up option paid by Employee to a maximum of $8,200 per month. Because these payments are made through a group policy, the payments are not reported to PERS as salary earned. 7. Section 125 Plan: The City will make available to Employee the option of enrolling in a Section 125 flexible benefits plan. Under the plan, Employee may deduct from Employee’s earnings up to the maximum allowable amounts per calendar year for health care reimbursement and/or dependent care reimbursement, if eligible. 8. Long-term Care: Employee may purchase long-term care insurance through a group benefits program administered by PERS. 9. PERS: City is a contracting agency of the California Public Employees Retirement System (PERS). The PERS contract requires contributions by the City and each Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 covered employee. Employee will pay the required contribution by an employee. The City through its contract with PERS provides a retirement benefit plan for Employee. Employee is a classic member of PERS (2% at 60). 10. Administrative Leave: City shall grant Employee, on a fiscal year basis, sixty-five (65) hours of administrative leave. Such leave shall be taken in a manner consistent with the use of PTO. 11. Leave without Pay: The City does not grant leaves of absence under most circumstances except as legally required. In cases of hardship or for other good and sufficient reasons, the City Council may grant unpaid leaves of absence upon written request by Employee for a period up to 90 days (unless a longer time period is required by applicable law). Employee will not accrue any annual leave (PTO) while on leave without pay and will not be paid for holidays, and the leave period will be considered as discontinuous service. During the time Employee is on leave without pay, and subject to section 12 of the Agreement, the City will discontinue paying for insurance benefits on behalf of Employee (including health, dental, life, and long-term disability) unless the continued payment is required by applicable law, although Employee shall have the option to continue benefits at Employee’s own cost. 12. Legally Required Benefits: Employee will receive all benefits that are legally required, including workers’ compensation coverage, unemployment insurance contributions, the right to Family and Medical Care Leave, the right to industrial injury leave (including full pay for the first three days of leave and health benefits for the first 12 weeks after date of injury/illness if Employee submits the required claim form), the right to COBRA benefits after a qualifying event has occurred, and the right to other legally authorized leaves. Employee does not receive Paid Sick Leave (PSL), but does receive PTO, which may be used for PSL reasons. 13. Holidays: Employee shall receive the following paid holidays: (1) New Year’s Day January 1 (2) Martin Luther King's Birthday 3rd Monday in January (3) President's Day 3rd Monday in February (4) Memorial Day Last Monday in May (5) Independence Day July 4 (6) Labor Day 1st Monday in September (7) Indigenous Peoples' Day/Columbus Day 2nd Monday in October (8) Veteran's Day November 11 (9) Thanksgiving Day 4th Thursday in November (10) Day after Thanksgiving Friday after Thanksgiving (11) Christmas Eve December 24 (12) Christmas Day December 25 (13) New Year's Eve December 31 Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 If a holiday falls on a Saturday, the preceding Friday will be observed. If a holiday falls on a Sunday, the following Monday will be observed. In those years in which one of the Christmas and/or New Year’s holidays falls on a weekend, the Friday preceding the weekend and the Monday following the weekend shall be observed as holidays. If a holiday falls on an off-Friday when the City offices are closed, the preceding Thursday will be observed. If the preceding Thursday is already a holiday, the off-Friday holiday will be observed on the first weekday after Christmas that is not already an observed holiday. If a holiday occurs when Employee is using PTO, the holiday will not be charged against Employee’s PTO balance. In order to receive holiday pay, Employee must be on the payroll on the last regularly scheduled workday preceding the holiday and the first regularly scheduled work day following the holiday except if Employee is on Family and Medical Care Leave, Employee shall only be entitled to receive holiday pay within the three-month period after the date of injury/illness. If Employee is using PTO when the holiday occurs, payment for the holiday shall be prorated to the amount of PTO being used in the pay period in which the holiday occurs. If Employee is receiving Short-Term Disability payments in the pay period when the holiday occurs, payment for the holiday shall be at 75% of Employee’s regular rate of pay. 14. Jury Duty: If Employee is called for jury duty Employee will continue to receive full pay and benefits for that period of absence. The employee is required to waive the daily jury duty fee by completing the court form (or by telling court staff that the employee is paid full compensation and benefits by the City). 15. PTO: Employee accrues 216 hours (27, 8-hour days) per year of paid time off, which will increase to 256 hours per year after completing five full years of full- time employment. a. PTO Advance: To accommodate Employee’s pre-existing vacation plans. City will advance to Employee 120 hours of PTO and adjust PTO accrual for the first year for Employee to earn back the advanced PTO hours. When Employee starts employment, Employee will be provided with a starting balance of 120 hours of paid time off (PTO), with the remaining balance of 96 PTO hours to accrue during the first year of employment (for a total of 216 PTO hours during the first year of employment). b. PTO Cash-Out: A PTO Cash-Out Option will not be made other than at the time of termination, except for the optional PTO cash-out described as follows: Employee must use at least 80 hours of accrued PTO and/or administrative leave in each fiscal year. If Employee has used the required minimum of 80 accrued hours of PTO and/or administrative leave in the current calendar year ("year 1"), the employee is eligible to cash out up to the maximum number of hours of PTO that is the employee's annual PTO accrual rate as of 12/31 of year 1 (with that PTO actually being earned and accrued in the following calendar year - "year 2") if, by December 31 of year 1 (which means the first election is by Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 12/31/24), the employee makes an irrevocable election to cash out some or all of year 2’s PTO accrual. The elected cashed-out PTO will be paid in year 2 in the first full pay period of December. An employee must maintain a minimum balance of 200 hours of accrued PTO after the cash out. For example, if (1) an employee uses 80 or more accrued hours of PTO and/or administrative leave in 2024 (year 1), (2) the employee has 200 or more accrued hours of PTO by 12/31/24 (so the minimum accrued PTO balance remains 200 hours or more after the cash out is paid in 2025), and (3) the employee will accrue 160 PTO hours in 2024 (year 1), then the employee can make an irrevocable election by 12/1/24 to cash out up to 160 PTO hours that will be earned in 2025 (year 2), which will be paid on or before 12/31/25. Payment of any amount of cashed out PTO is income and subject to federal and state tax withholdings and deductions. c. PTO Accruals: The PTO accrual cap in the Personnel Rules will be enforced. Under no circumstances can Employee accrue more than the accrual PTO cap at any point in time. Once Employee reaches the accrual cap, no additional PTO will accrue until Employee uses the accrued PTO and reduces the balance to less than the accrual cap. Thereafter, PTO benefits will continue to accrue on a prospective basis only until Employee reaches the cap. No retroactive credit will be given for the time when accrued PTO was at the cap. d. PTO Increments: PTO must be taken by Employee only in increments of one (1) hour or more in a workday. e. PTO Upon Separation: 1) Upon retirement from City service, Employee may choose to use all of Employee’s accrued paid time off as sick leave for the purpose of service credit if allowed to do so by PERS. If Employee uses less than 100% of this paid time off toward PERS service credit, the City will pay the balance of Employee’s accrued paid time off at Employee’s regular rate of pay. a. Upon separation from City service other than retirement, the City will pay 100% of Employee’s accrued paid time off at Employee’s regular rate of pay. 16. Management Leave: City shall grant Employee, for the 2025-2026 fiscal year, fifteen (15) hours of management leave. Such leave shall be taken in a manner consistent with the use of PTO. The PTO accrual cap of 600 hours remains in effect. IV. COMPENSATION CHANGES AND PERFORMANCE EVALUATION. A. CPI Increase: Cost of Living Adjustment – For each year of this Agreement, Employee shall receive an annual cost-of-living adjustment (COLA) to Employee’s salary on each Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 July 1 of the actual COLA but no greater than two and one-half percent (2.5%). The COLA will be based on the California CPI for Urban Wage Earners and Clerical Workers based upon the annual average for the 12 month period of December to December as calculated by the Department of Industrial Relations as authorized by AB 1344 (Gov. Code 3511.1 and 3511.2). If the COLA increases above two and one-half percent (2.5%) in any year, Employee shall nevertheless receive a maximum two and one-half percent (2.5%) cost-of-living adjustment for that year. B. Evaluation: The City Council shall review and evaluate annually the performance of Employee in or around June through August. Employee will timely cause to be placed on the City Council agenda each year a “closed session” for the purpose of the performance evaluation. Said review and evaluation shall be in accordance with specific criteria developed by the City Council after consulting with Employee. Those criteria may be added to or deleted from as the City Council may from time to time determine after consultation with Employee. The annual evaluation is an important way for the City Council and City Manager to ensure effective communications about expectations and performance occur each year. The City Council shall define such goals and performance objectives as it determines are necessary for the proper operation of the City and for the attainment of the City Council's policy objectives. Evaluations may be scheduled more frequently than annually to convey feedback in a timely manner. If either the Employee or the Mayor decides a facilitator is needed to facilitate the Employee’s closed session evaluation to ensure effective feedback is conveyed, either the Employee or the Mayor may request a facilitator be selected, and the Employee and the Mayor will meet to select a mutually acceptable facilitator, who will be paid for by the City. C. Evaluation and Compensation: In or around June through August of each year, contingent upon Employee receiving a fully satisfactory performance evaluation including accomplishment of Council goals and objectives, the Mayor will document the fully satisfactory performance evaluation by a memo to the Finance and Administrative Services Director, with a copy to Human Resources and Employee. The Employee or the Finance and Administrative Services Director shall timely cause to be placed on the City Council’s regular meeting agenda the City Council’s consideration of an increase in salary and/or benefits. The total increase in salary and benefits in any year shall not exceed the COLA/CPI increase (in IV.A.) and an additional amount, if any, based on performance and a salary and benefits survey (using the comparison cities of Campbell, Cupertino, Los Altos, Los Gatos, and Morgan Hill) up to and not to exceed a salary and benefits amount that is ten percent above the average salary and benefits determined by the salary and benefits survey. If Employee’s salary and benefits, including the COLA/CPI increase described in section IV.A, would be more than ten percent above the average salary and benefits determined by the survey, then the salary/benefits item will not be placed on the agenda and Council will not consider any increase to Employee’s salary or benefits. The City Council meetings for performance evaluations will occur in or around June through August, and a salary increase, if any is granted, will be effective on the date Council specifies, which typically will be on or around July 1 of the same calendar year as the vote. V. TERM OF AGREEMENT. Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 A. Term of Agreement. 1. The Agreement shall continue until terminated by City or Employee as discussed below. 2. Nothing in this Agreement shall prevent, limit or otherwise interfere with the rights of the City under Section 2-20.080 of the Municipal Code to terminate Employee and this Agreement without cause at any time (except for 90 days after a council member is elected as provided in 2-20.080), or the right of Employee to resign at any time from this position. 3. Employee may terminate this Agreement by giving the City thirty (30) days’ written notice in advance of resignation, at the end of which period, this Agreement will terminate, unless the City and Employee otherwise agree. 4. In the event of termination without cause pursuant to section V.A.2, Employee shall be entitled to a severance payment if Employee signs and agrees to be bound by a written general release agreeing not to sue and waiving claims and recovery against the City and all City representatives and agents. Employee shall be eligible for a general release agreement with (A) a severance payment equal to six (6) month’s salary; and (B) health insurance and dental insurance benefits specified in this Agreement for a six-month period after termination, but in no case can this amount exceed the limits in Government Code section 53260 or other applicable law. At Employee’s discretion, the severance payment shall be paid either in a lump sum, or in bi-weekly payments, beginning within fourteen (14) days of the effective date of termination or within fourteen (14) days of the effective date of the signed general release, whichever is later. If Employee selects bi-weekly payments, Employee may later choose to receive a lump sum payment for the balance of the monthly severance payments. The change from bi-weekly payments to a lump sum payment for the balance will be processed as soon as reasonably feasible and by no later than four weeks after Employee chooses to change to a lump sum payment for the balance. The severance payment shall be based on Employee’s then monthly salary. Such severance pay and health and dental benefits shall not be due or payable if Employee is terminated for conduct that: (1) is determined by the City Council to be dishonest or fraudulent conduct; or (2) results in a conviction of a felony or a conviction of a misdemeanor involving moral turpitude, dishonesty, or fraud; or (3) is an abuse of Employee’s office or position, including (a) an abuse of public authority, including, but not limited to, waste, fraud, and violation of the law under color of authority; or (b) is a crime against public justice. (See Government Code § 53243-53243.4 and Agreement V.A.5. below). If the City reduces the base salary or any other financial benefit of the Employee in a percentage that is greater than the average percentage reduction of all Directors and the Assistant City Manager without the Employee signing a written agreement to such a reduction, such action shall also constitute a termination of this Agreement without cause, and Employee shall be entitled to severance. Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 5. AB 1344 and Public Accountability Provisions The parties agree to fully comply with the following Government Code sections that are part of AB 1344 (and as subsequently amended), and to fully comply with other applicable law. AB 1344, as subsequently amended, includes Government Code sections 53243-53243.4. VI. MISCELLANEOUS PROVISIONS. A. Administration. This Agreement shall be administered by the City Attorney of the City of Saratoga (“Administrator”). All correspondence from Employee to the City shall be directed to or through the Administrator or designee. B. Notices. Any written notice to Employee shall be sent to: Employee c/o City Hall 13777 Fruitvale Avenue Saratoga, CA 95070 (Or to Employee’s home address on file with the City’s Human Resource Division. Employee is required to update this home address with the City’s Human Resource Division within three business days of moving.) Any written notice to City shall be sent to: Richard S. Taylor City Attorney of City of Saratoga Shute, Mihaly & Weinberger LLP 396 Hayes Street San Francisco, CA 94102 (Or such other address as the City Attorney may have at the time of the notice.) C. Conflict of Interest. Employee warrants that Employee presently does not have and will not acquire any direct or indirect financial interest that would conflict with performance of this Agreement. D. Assignment Prohibited. No party to this Agreement may assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. E. Documents. All documents provided to Employee by the City and all reports and supporting data prepared by Employee for the City are the sole property of the City and shall be delivered to the City upon termination of this Agreement or at the City’s written request. All confidential reports, information, exhibits and data, including but not limited to electronic data, prepared or assembled by Employee while serving as City Manager are confidential until released by the City to the public, and Employee shall not make any of these unreleased documents or information available to any individual or organization, other than the City Attorney without prior written consent signed by the City Council. Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 F. 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 of relinquishment of that right or power on any subsequent occasions. G. Entire Agreement. The text in this Agreement shall constitute the entire Agreement between the parties. This Agreement incorporates the entire understanding between Employee and the City, recites the sole considerations for the promises exchanged herein, and fully supersedes any and all prior discussions, agreements, or understandings, written or oral or implied, between the parties pertaining to the subject matter hereof. In reaching this Agreement, no party has relied upon any representation or promise except those expressly set forth herein. This Agreement cannot be modified by the parties except in a writing that is signed by both parties, ratified by City Council, and that expressly states that it intends to modify this Agreement. Rules and policies apply to the Employee, but if a provision in other rules or policies actually contradicts an express provision of the Agreement, the Agreement will control. H. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs at law and executors of the parties. I. 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. J. Attorneys’ Fees. In the event that either party to this Agreement brings a lawsuit to enforce or interpret any provisions of this Agreement, each party shall bear its own attorneys’ fees, expenses and costs. K. Governing Law. This Agreement shall be governed by the laws of the State of California. L. Interpretation. The parties agree that any ambiguity in this Agreement shall not be construed or interpreted against, or in favor of, either party. The parties agree that ambiguities concerning matters addressed in this Agreement should be resolved in a manner consistent with the City’s personnel rules and procedures to the extent those rules and procedures are not inconsistent with this Agreement. In witness whereof, the City has caused this Agreement to be signed and executed on its behalf by its Mayor and duly attested by its City Clerk, and Employee has signed and executed this Agreement effective June 10, 2024. EMPLOYEE CITY OF SARATOGA _________________ __________ ___________________ _________ Matthew Morley Date Belal Y. Aftab Date Mayor ATTEST: Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 8/21/2025 8/23/2025 ___________________ __________ Britt Avrit Date City Clerk APPROVED AS TO FORM: ___________________ ___________ Richard S. Taylor Date City Attorney 1935180.2 Exhibit 1: Job Description Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 8/24/2025 8/25/2025 Created 2014 Updated January 2024 FLSA: Exempt CITY MANAGER I. DEFINITION As the appointed Chief Executive Officer of the City, this position is responsible for planning, directing, managing, and reviewing the activities and operations of the City of Saratoga. The role operates under the policy direction of the City Council in accordance with municipal law, for the benefit of City residents. It involves coordinating City services and activities across various departments and external agencies. Additionally, it includes providing highly responsible and complex administrative support to the City Council, offering advice with substantial discretion and judgement in analyzing the best approaches for recommendations and decisions. The position also entails performing related duties as assigned. The City Manager position is “At-will”. The City Manager serves at the pleasure of the City Council and can be terminated at any time without cause. II. SUPERVISION RECEIVED AND EXERCISED The City Manager leads the organization with executive responsibility and directs the organization’s operations through collaboration with executive management, providing strategic guidance to ensure effective City management. III. CLASS CHARACTERISTICS This executive management role entails overseeing, directing, and actively engaging in all aspects of City operations. IV. EXAMPLES OF TYPICAL JOB FUNCTIONS (Illustrative Only) Management reserves the right to add, modify, change, or rescind the work assignments of different positions and to make reasonable accommodations so that qualified employees can perform the essential functions of the job.  Administers the execution of City Council priorities.  Advises City Council on agenda items, issues, programs, and, as requested, on other matters.  Approves the selection, status change, transfer, and termination of all City personnel.  Confers with and directs the Assistant City Manager and department directors in the formation and implementation of administrative policies and practices.  Drives efficiency and effectiveness across all City programs and activities.  Coordinates the preparation of a wide variety of reports and presentations for the City Council and outside organizations. Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 City Manager Page 14 of 22  Develops proposals for action on current and future City needs and recommends long-range plans for City services and programs.  Directs the development of City Council meeting agendas, attends all City Council meetings, writes/approves staff reports as needed, and provides advice and clarification during Council meetings.  Directs the development of the City’s operating and capital budgets for approval by the City Council.  Oversees the implementation of the adopted budget, monitors changes that may impact the City’s budget, and advises the City Council on the City’s financial conditions.  Participates in professional and community organizations on behalf of the City to maintain good working relationships with outside organizations and key community constituencies.  Plans and evaluates executive management staff performance, establishes performance requirements and personal development targets, regularly monitors performance, and provides coaching for performance improvement and development.  Plans, organizes, controls, integrates, and evaluates the work of all City departments to ensure that operations and services comply with the policies and direction set by the City Council and with all applicable laws and regulations.  Provides day-to-day leadership and works with the City’s executive management team to ensure a high-performance, service-oriented work environment consistent with sound management principles.  Provides leadership and works with the executive management team to develop and retain highly competent, public-service oriented staff through selection, compensation, training, and day-to-day management practices that support the City’s mission, operating plans, and objectives.  Represents the City to the press and other information media as required.  Represents the City Council in relationships with other government organizations and private agencies.  Signs documents on behalf of the City as provided for in City code, policy, or whenever authorized by City Council.  Works closely with City Council, City Attorney, boards, commissions, a variety of public and private organizations, and citizen groups to implement programs and projects that serve the public interest.  Ensures that high customer services standards are upheld.  Works closely with supervising personnel who manage the provision of municipal services via contract or joint powers authority, including but not limited to the Sheriff’s Office, animal control, solid waste, and clean water program.  Acts as the City Treasurer (Article 2-20.035), which includes supervising the activities of the Finance and Administrative Services Director, implementing the City’s investment policy as adopted by the City Council, and performing other responsibilities required by law to be performed by the City treasurer.  Performs other related duties as assigned. Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 City Manager Page 15 of 22 V. QUALIFICATIONS Knowledge of:  Administrative principles and practices, including goal setting, program development, implementation, and evaluation, and supervision of staff, either directly or through subordinate levels of supervision.  Principles, practices, and procedures of public administration in a municipal setting, including the laws and regulations associated with the Brown Act, Public Records Act, Meyers-Milias- Brown Act and Fair Political Practices Commission.  Laws and regulations, principles and practices regarding city management, leadership, budget, finance, public personnel administration, public safety, public works, planning/land use, economic development, and recreation.  Principles and techniques for working with groups and fostering effective team interaction to ensure teamwork is conducted smoothly.  Organizational and management practices as applied to the analysis and evaluation of projects, programs, policies, procedures, and operational needs.  Recreational, cultural, age-specific, and social needs of the community.  Technical, legal, financial, and public relations problems associated with the management of municipal government.  General principles of risk management related to the functions of the assigned area.  Functions, authority, and responsibilities of an elected City Council.  Funding sources for municipal government services.  Methods and techniques of developing technical and administrative reports, and business correspondence.  Techniques for providing a high level of customer service by effectively dealing with the public, vendors, contractors, and City staff.  The structure and content of the English language, including the meaning and spelling of words, rules of composition, and grammar.  Modern equipment and communication tools used for business functions and program, project, and task coordination, including computers and software programs relevant to work performed. Ability to:  Establish, maintain, and foster positive, effective working relationships with other government agencies, community partners, organizations connected to the City, and individuals encountered in the course of work.  Effectively communicate, present complex ideas, facts, and recommendations orally and in writing.  Establish and maintain effective working relationships with the Mayor, City Council, subordinates, representatives of other agencies, business groups, community groups, and the public.  Handle citizen complaints and respond to challenging customers.  Plan, organize, and manage the activities of the City under the policy guidance and direction of the City Council.  Effectively manage the organization and operations.  Interpret, apply, explain, and ensure compliance with federal, state, and local policies, procedures, laws, and regulations. Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 City Manager Page 16 of 22  Plan, organize, direct, and coordinate the work of managerial, supervisory, professional, and technical personnel, adeptly delegate authority and responsibility.  Prepare clear and concise reports, correspondence, policies, procedures, and other written materials.  Organize and prioritize a variety of projects and multiple tasks in an effective and timely manner; organize own work, set priorities, and meet critical time deadlines.  Use tact, initiative, prudence, and sound judgment within general policy, procedural, and legal guidelines.  Effectively use computer systems and software applications relevant to work performed, as well as modern business equipment, to perform a variety of tasks.  Communicate clearly and concisely, both orally and in writing, using appropriate English grammar and syntax. Education and Experience: Any combination of training and experience that would provide the required knowledge, skills, and abilities is qualifying. A typical way to obtain the required qualifications would be: Bachelor’s degree from an accredited college or university with major coursework in public administration, business administration, or a related field. Master’s degree is desirable. Ten (10) years of increasingly responsible experience, preferably in city government, including at least three (3) years as a City Manager, six (6) years as an Assistant City Manager, or eight (8) years as a department director, involving considerable responsibility. Licenses and Certifications:  Possession of, or the ability to obtain, an appropriate, valid California driver’s license upon appointment. VI. PHYSICAL DEMANDS Must possess mobility to work in a standard office setting and use standard office equipment, including a computer; vision to read printed materials and a computer screen; and hearing and speech to communicate in person and over the telephone. Standing in and walking between work areas is frequently required. Finger dexterity is needed to access, enter, and retrieve data using a computer keyboard or calculator and to operate standard office equipment. Positions in this classification frequently bend, stoop, kneel, and reach to perform assigned duties, as well as push and pull drawers open and closed to retrieve and file information. Employees must possess the ability to lift, carry, push, and pull materials and objects up to 10 pounds. VII. ENVIRONMENTAL CONDITIONS Employees work in an office environment with moderate noise levels, controlled temperature conditions, and no direct exposure to hazardous physical substances. Employees may interact with upset staff and/or public and private representatives in interpreting and enforcing departmental policies and procedures. Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 City Manager Page 17 of 22 VIII. DISASTER SERVICE WORKER Under California law (California Government Code Section 3100-3109), all City of Saratoga employees are designated as Disaster Service Workers, (DSW). In the event of a catastrophic event, City of Saratoga employees may be expected to fulfill emergency action assignments. As DSW's, employees may be assigned to assist in any disaster service activity that promotes the protection of public health and safety and preservation of lives and property. Attachment Saratoga, California, Code of Ordinances Chapter 2 – Administration – Article 2-20 City Manager Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 Saratoga, California, Code of Ordinances >> Chapter 2 - ADMINISTRATION >> Article 2- 20 - CITY MANAGER >> o Article 2-20 - CITY MANAGER o Sections: o 2-20.010 - Office created; appointment. o 2-20.020 - Compensation; employment benefits. o 2-20.030 - Manager to appoint City Clerk. o 2-20.035 - Manager to serve as City Treasurer. o 2-20.040 - Absence or disability; acting City Manager. o 2-20.050 - Powers and duties of the City Manager. o 2-20.060 - Council-Manager relations; departmental cooperation. o 2-20.070 - Attendance at meetings of commissions, boards and committees. o 2-20.080 - Removal procedure. o 2-20.090 - Employment agreement. o 2-20.010 - Office created; appointment. o The office of the City Manager is hereby created and established pursuant to Subsection 34851(a) of the Government Code. The City Manager shall be appointed by the City Council, and his/her selection shall be made wholly on the basis of his/her administrative and executive ability and qualifications. Subject to Section 2-20.080, the City Manager shall hold office for and during the pleasure of the City Council. o o 2-20.020 - Compensation; employment benefits. o The City Manager shall receive such compensation, expense reimbursement, vacation, sick leave and fringe benefits as established from time to time by the City Council. o o 2-20.030 - Manager to appoint City Clerk. o The City Manager shall appoint City Clerk, whose duty it shall be to perform the statutory functions of the office of City Clerk. The City Clerk may, with the consent of the City Manager, designate deputies to perform the statutory functions of the City Clerk in the absence of the City Clerk. Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 City Manager Page 19 of 22 o (Amended by Ord. 71-175 § 1, 1998) o o 2-20.035 - Manager to serve as City Treasurer. o The City Manager shall serve as City Treasurer and shall be responsible for supervising all of the activities of the Finance Director, implementation of the City's investment policy as adopted from time to time by the City Council, and such other duties and responsibilities as required by law to be performed by the City Treasurer. o o 2-20.040 - Absence or disability; acting City Manager. o The Assistant City Manager shall serve as Manager pro tempore during any temporary absence or disability of the City Manager. In the event there is no Assistant City Manager, the City Manager shall designate a qualified City employee to exercise the powers and perform the duties of City Manager during his/her temporary absence or disability. In the event the City Manager's absence or disability extends over a two-month period, the City Council may, after the two-month period, appoint an acting City Manager. o o 2-20.050 - Powers and duties of the City Manager. o The City Manager shall be the administrative head of the government of the City under the direction and control of the City Council, except as otherwise provided in this Article. He/She shall be responsible for the efficient administration of all the affairs of the City which are under his/her control. In addition to his/her general powers as administrative head, and not as a limitation thereon, he/she shall have the following powers and duties: o (a) Law enforcement. It shall be the duty of the City Manager to enforce all laws, Code provisions and ordinances of the City, and he/she shall have the powers of a peace officer. He/She shall also see that all franchises, contracts, permits and privileges granted by the City Council are faithfully observed and the conditions, if any, thereof performed. o (b) Repealed. o (c) Authority over employees. It shall be the duty of the City Manager, and he/she shall have the authority to control, order and give directions to all heads of departments and to subordinate officers and employees of the City under his/her jurisdiction through their department heads. o (d) Power of appointment and removal. The City Manager shall have the duty to, and he/she shall appoint, employ, remove, promote and demote any and all officers and employees of the City, subject to all applicable provisions of State law and the personnel ordinance as set forth in Article 2-40 of this Chapter, together with such personnel rules as may be adopted by resolution of the City Council. (e) Administrative reorganization of offices. It shall be the duty and responsibility of the City Manager to conduct studies and effect such administrative Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 City Manager Page 20 of 22 reorganization of offices, positions or units under his/her direction as may be indicated in the interest of efficient, effective and economical conduct of the City's business. o (f) Ordinances. It shall be the duty of the City Manager and he/she shall recommend to the City Council for adoption such measures and ordinances as he/she deems necessary. o (g) Attendance at Council meetings. It shall be the duty of the City Manager to attend all meetings of the City Council unless he/she is excused therefrom by the Mayor individually, or the City Council. o (h) Financial reports. It shall be the duty of the City Manager to keep the City Council at all times fully advised as to the financial condition and needs of the City. o (i) Budget. It shall be the duty of the City Manager to prepare and submit the proposed annual budget and the proposed annual salary plan to the City Council for its approval. o (j) Expenditure control and purchasing. No expenditure shall be submitted to or recommended to the City council except on approval of the City Manager or his/her duly authorized representative, and he/she shall be responsible for the purchase of all supplies for all the departments and divisions of the City. o (k) Investigations and complaints. It shall be the duty of the City Manager to make investigations into the affairs of the City and any department or division thereof, and to investigate any contract or the proper performance of any obligations of the City. Further, it shall be the duty of the City Manager to investigate all complaints in relation to matters concerning the administration of the City government and in regard to the service maintained by public utilities in the City, and to see that all franchises and permits granted by the City are faithfully performed and that the provisions and requirements thereof are observed. o (l) Public buildings. It shall be the duty of the City Manager and he/she shall exercise general supervision over all public buildings, public parks and all other public property which are under the control and jurisdiction of the City Council. o (m) Additional duties. It shall be the duty of the City Manager to perform such other duties and exercise such other powers as may be delegated to him/her from time to time by ordinance or resolution or other official action of the City council. o (Amended by Ord. 71-175 § 2, 1998; Ord. 234 § 2 (part), 2005) o 2-20.060 - Council-Manager relations; departmental cooperation. o (a) The City Council and its members shall deal with the administrative services of the City only through the City Manager, except for the purpose of inquiry, and neither the City Council nor any member thereof shall give orders or instructions to any subordinates of the City Manager. o (b) It shall be the duty of all subordinate officers, department heads, and the City Attorney to assist the City Manager in administering the affairs of the City efficiently, economically and harmoniously. Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 City Manager Page 21 of 22 o 2-20.070 - Attendance at meetings of commissions, boards and committees. o The City Manager may attend any and all meetings of the Planning Commission, Parks and Recreation Commission, Heritage Preservation Commission and any other Commissions, boards or committees created under the provisions of this Code or by the City Council, upon his/her own volition or upon direction of the City Council. At such meetings which the City Manager attends, he/she shall be heard by such Commissions, boards or committees as to all matters upon which he/she wishes to address the members thereof, he/she shall inform said members as to the status of any matter being considered by the City Council, and he/she shall cooperate to the fullest extent with the members of all Commissions, boards or committees appointed by the City Council. o o 2-20.080 - Removal procedure. o The removal of the City Manager shall be effected only by a majority vote of the whole City Council as then constituted, convened in a regular Council meeting; subject, however, to the provisions of this Section. In case of his/her intended removal by the City Council, the City Manager shall be furnished with a written notice stating the Council's intention to remove him/her, at least thirty days before the effective date of his/her removal. If the City Manager so requests, the City Council shall provide in writing reasons for the intended removal, which shall be provided the City Manager within seven days after the receipt of such request from the City Manager, and at least fifteen days prior to the effective date of such removal. o (a) Hearing. Within seven days after the delivery to the City Manager of such notice of intention to remove, he/she may by written notification, duly delivered, request a hearing before the City Council. Thereafter the City Council shall fix a time for the hearing which shall be held at its usual meeting place but before the expiration of the thirty-day period, at which the City Manager shall appear and be heard, with or without counsel. o (b) Suspension pending hearing. After furnishing the City Manager with written notice of intended removal, the City Council may suspend him/her from duty; but his/her compensation shall continue until his/her removal by action of the Council passed subsequent to the aforesaid hearing. o (c) Discretion of Council. In removing the City Manager, the City Council shall use its uncontrolled discretion and its action shall be final and shall not depend upon any particular showing or degree of proof at the hearing, the purpose of which is to allow the City Manager to present the City Council his/her grounds of opposition to his/her removal prior to its action. o (d) Limitation on removal. Notwithstanding the foregoing provisions of this Section, the City Manager shall not be removed from office for any reason except misconduct in office, during or within a period of ninety days following any general municipal election in the City at which a member of the City Council is elected. After the expiration of such ninety-day period, the provisions of this Section as to the removal of the City Manager shall again apply. o Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78 City Manager Page 22 of 22 o 2-20.090 - Employment agreement. o Nothing in this Article shall be construed as a limitation on the power or authority of the City Council to enter into any employment agreement with the City Manager delineating additional terms and conditions of employment not inconsistent with any of the provisions of this Article. Docusign Envelope ID: 1352B11C-0059-468F-9131-44E8FC962B78