A communication from the City Solicitor with a redlined corrected version and a clean corrected version of the proposed …

THIS EMPLOYMENT AGREEMENT (hereinafter “this Agreement”), pursuant to Chapter 41, Section 108N of the Massachusetts General Laws, is made this ______ day of __________________, 2020, by and between the CITY OF CAMBRIDGE (hereinafter “the City”), acting by and through its City Council, with a principal place of business at 795 Massachusetts Ave., Cambridge, Massachusetts 02139, and LOUIS A. DEPASQUALE (hereinafter “Mr. DePasquale” or the “City Manager”) (collectively the “Parties”.)

WHEREAS, Mr. DePasquale has served as the City Manager for the City since November 14, 2016; and

WHEREAS, Mr. DePasquale’s contract as the City Manager ends on January 8, 2021; and WHEREAS, the City recognizes the many positive contributions Mr. DePasquale has made to City during his tenure as City Manager; and

WHEREAS, the City wishes to extend Mr. DePasquale’s employment contract as the City Manager for an additional period of time under the terms and conditions set forth below.

NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: SECTION 1 - EMPLOYMENT OF MR. DEPASQUALE

1.1 The City, pursuant to applicable provisions of the Massachusetts General Laws, Chapter 41, Section 108N, and the City Charter, hereby employs Mr. DePasquale as the City Manager for the City effective January 9, 2021and Mr. DePasquale hereby accepts such employment under the terms and conditions of this Agreement and the City Charter.

1.2 Mr. DePasquale and the City agree that Mr. DePasquale’s employment with the City as the City Manager shall be extended for an eighteen (18) month period commencing on January 9, 2021 through and including July 5, 2022. Mr. DePasquale and the City agree that there shall be no break in his service as City Manager from his existing contract through his eighteen (18) month extension.

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1.3 Mr. DePasquale shall devote his full working time to his duties as the City Manager and shall not engage in any business activity during the Term of this Agreement except with the advance written consent of the City Council.

SECTION 2 - SERVICES

2.1 Mr. DePasquale will exercise the full authority and perform all the functions, duties and responsibilities of the City Manager as specified in Massachusetts General Laws Chapter 43, Sections 93 through 108 inclusive, and shall perform other legally permissible and proper duties and functions as the City Council may from time to time assign to him. The City acknowledges Mr. DePasquale as the Chief Executive of the City government.

2.2 The City Council may, from time to time and in consultation with Mr. DePasquale, establish policies, subject to the City Charter, and the City Manager shall carry out those legislative policies in accordance with the City Charter. The failure by the City Council to establish any specific policies shall in no way and to no extent relieve Mr. DePasquale from any of his obligations pursuant to Section 2.1, above.

SECTION 3 - TERM

3.1 Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the City Council to terminate the services of Mr. DePasquale and this Agreement at any time subject to the provisions of Section 5 of this Agreement.

3.2 Subject to the provisions of this Agreement, Mr. DePasquale’s contract extension as the City Manager for the City shall become effective commencing on January 9, 2021 and ending on July 5, 2022.

3.3 Mr. DePasquale shall undertake his duties promptly upon the commencement of this Agreement and shall diligently and faithfully perform those duties in a professional manner.

SECTION 4 - COMPENSATION AND BENEFITS

4.1 The City Council recognizes Mr. DePasquale’s unique and invaluable experience and familiarity with the City’s needs and operations that Mr. DePasquale has acquired in his more than 40 years of employment with the City, including his 4 years of service as City Manager, 14 years of service as the Assistant City Manager for Fiscal Affairs and 20 years as Budget Director in setting the salary of Mr. DePasquale as City Manager.

Accordingly, in recognition of his outstanding service to the City as City Manager during his original contract period, Mr. DePasquale’s starting salary for the first contract year of this eighteen (18) month contract extension, shall be three hundred thirty thousand nine hundred thirty-seven dollars ($330,937.00), to be distributed through the normal payroll system. Commencing July 1, 2021 and

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thereafter on each July 1st, for the term of this Agreement, the City Manager’s annual salary shall increase by 2.5% of the then-current salary amount. However, in the event the City Manager’s annual 2.5% salary increase exceeds the annual salary increase of Cambridge non-union employees, then the City Managers salary increase for that given year shall be the same percentage increase as the Cambridge non-union employees. For the term of this Agreement, starting January 9, 2021 and ending July 5, 2022, the City Manager’s annual salary, based on a 2.5% annual increase, shall be as follows: Dates 2.5% increase

$330,937.00

$339,210.00

$347,690.00 In the event that Mr. DePasquale serves for less than a full contract year, in accordance with this Agreement and the City Charter his salary shall be prorated for the portion of the contract year actually served. The City Manager’s salary shall be subject to withholdings and deductions in accordance with applicable federal and state laws. The City Manager’s per diem rate shall be calculated by dividing the salary for the contract year by 261.

4.2 The City Manager acknowledges that he is an exempt employee under the federal Fair Labor Standards Act (“FLSA”) and Massachusetts overtime provisions, including provisions providing for compensatory time in lieu of overtime pay, and that he is not entitled to any overtime pay or compensatory time pursuant to the FLSA, provisions in the Massachusetts General Laws, or provisions in City ordinances, except for compensatory time provided for under this Agreement.

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General Benefits

The City Manager shall be entitled to all medical, dental, vision, hospital, life insurance, and other benefits not otherwise covered by this Agreement, and those generally available to other non-union managerial personnel employed by the City on the same terms, conditions, and limitations as such benefits are generally available as a matter of uniform City policy to all other non-union managerial personnel employed by the City.