Agreement No. 21-028
City Council Resolution No. 21-054
CITY OF HERCULES
AGREEMENT WITH DANTE HALL FOR
CITY MANAGER/EXECUTIVE DIRECTOR SERVICES
This Agreement is made and entered into at Hercules, California this 27 day of July, 2021, by and betwee n the City of Hercules , a California municipal corporation, and the City of Hercules as Successor Agency to the Redevelopment Agency (here inafter “City”), and Dante Hall (“Hall ”), an individual.
RECITALS
WHEREAS, the Cit y requires the services of a person with proven executive and administrative qualifications to fill the position of City Manager; and
WHEREAS, the City, acting by and through its City Council, desire s to employ the services of Dante Hall as City Manager, and to appropriately compensate him for such services; and
WHEREAS, the Parties acknowledge that the City Manager must be committed to the ideals of the International City Management Association (“ICMA”), and that the City Manager shall be subject to and shall comply with the ICMA Code of Ethics, incorporated herein by reference; and
WHEREAS, Dante Hall desires to accept employment as City Manager of the City of Hercules under the terms and conditions of employment as set forth herein.
NOW, THEREFORE, in consideration of this Agreement, and the mutual promises, terms and conditions contained herein, the parties agree as follows:
1. Appointment. The City agrees to employ and appoint Hall to the position of City Manager, and Hall agrees to accept employment as City Manager , subject to successful completion of all required background checks and a pre-employment physical. Hall will commence providing services to the City of Hercules on August 16 , 2021, or upon successful completion of all required background and health checks, whichever occurs later. Upon Hall ’s commencement of services, C ity shall confer upon and delegate to Hall all of the duties, powers, and responsibilities of City Manager as the same are set forth in the City of Hercules Municipal Code, and the ordinances, resolutions, policies, rules and regulations existing thereunder (“the Services”).
2. Term. This Agreement shall be for a five year term (“Initial Term”), unless services are otherwise terminated pursuant to Sections 4, 5 or 6 of this Agreement. Upon expiration of the five year DocuSign Envelope ID: 9EB42926-EA8E-4418-9254-1EAB8226F4E5
Agreement No. 21-028
City Council Resolution No. 21-054
Initial Term, Hall shall continue as City Manager on a year-to-year basis, with the year-to-year service subject to the same terms and conditions specified in this Agreement, including the termination provisions in Sections 4, 5 and 6, and subject to the Incentive provisions in Section 6(D).
3. Duties.
A. Hall covenants that he presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of his services pursuant to this Agreement. Hall further covenants that he shall be subject to and abide by the applicable provisions of the Political Reform Act, and all City ordinances, regulations, and policies related to conflict of interest, including but not limited to Ordinance No. 486 (Hercules Municipal Code Title 2, Chapt er 3, Article 4, Sec. 2-3.401 et seq.) , prohibiting nepotism and cronyism in contracting and employment, a copy of which has been provided to Hall.
B. As full time City Manager of the City, Hall accepts employment subject to the terms and conditions of this Agreement and agrees (1) to perform the duties and functions identified in Hercules Municipal Code Title 2, Chapter 3, Article 1, and other duties and functi ons as the Council assign either orally or in writing and (2) to devote all of his productive ti me, attention and energies to performing all such duties and functions in a professional and ethical manner to the best of his skill and ability and (3 ) to use his best efforts to promote and advance the interests of the City. Hall further agrees that he h as no authority to bind the City or any of its elected or appointed officia ls or commit the City to any course of action without the duly authorized written consent of the City. Hall acknowledges that the position of City Manager is a position of high visi bility before the public and agrees that he shall conduct himself before the public and City staff, both during and outside of regular working hours, in a manner that reflects favorably on the City. Hall agrees to use his best efforts to pursue and realize Council goals and objectives.
C. Full Time. Hall understands and agrees that the position of City Manager is not a part time position and will require Hall to work greater than a customary forty hour week. Although City Hall is generally open to the pu blic during regular set work hours, Hall shall perform his obligations as f ull time City Manager during regular work hours and on such evenings, weekends and other times as are necessary.
D. Vacation Notice. Vacation and other leave susceptible to advanc e scheduling shall be scheduled with the City Council in advance.
E. No Other Employment. Hall agrees not to undertake any other employment during the term of this Agreement. Hall further agrees to obtain Council approval before undertaking any non-paid projects for organizations or other non-City work which may require a substantial time commitment by Hall.
DocuSign Envelope ID: 9EB42926-EA8E-4418-9254-1EAB8226F4E5
Agreement No. 21-028
City Council Resolution No. 21-054
Hall agrees not to engage in any activity, consulting service, or enterprise, for compensation or otherwise, which is actually or potentially in c onflict with or inimical to, or which materially interferes with, his duties and responsibilities to the City.
4. Termination by Hall. Hall may terminate this Agreement and resign as City Manager at any time, f or any reason, upon sixty (60) days prior writ ten notice to the City. Upon receipt of written notice from Hall, the City may elect to immediately remove Hall from his position as City Manager or to allow Hall to remain as City Manager for all or any part of the sixty day notice period. If the City removes Hall from his position as City Manager prior to t he expiration of the sixty day notice period, the City will pay Hall an amount equal to the salary and benefits that Hall would have received if he had remained in the City Manager positi on until the ex piration of the sixty day notice period, less legally required withholdings. If the City advises Hall that he should continue to perform his duties and functions as City Manager during the sixty day notice period, and Hall fails to do so, Hall will receive no salary or benefits after the last date on which he actually performs hi s City Manager duties and functions.
5. Termination by City.
A. Termination With Cause. The City Man ager may be discharged with cause. Cause includes, without limitatio n, and as deter mined in the reasonable discretion of the City, shall mean any of the follo wing: (1) insubordination, (2) dishonesty, (3) embezzlement, (4) violation of Federal, State, local, or common law requirements pertaining to conflict of interest, (5) conviction of a criminal act, ( 6) involvement in any act involving moral turpitude that would compromise Halls’ effective performance as City Manager, ( 7) taking a position adverse to the interests of the City without the City’s prior written consent, ( 8) violation of any fiduciary duty owed to the City, ( 9) failure to abide by the empl oyment restrictions under Sec. 3(C ) of this Agreement, (1 0) failure to observe or perform any of his duties and obligations under this Agreement, if that failure continues for a period o f thirty (30) days after Hall receives written notice from the City Council specifying the acts or omissions deemed to constitute that failure.
If the City elects to te rminate this Agreement with cause, it will pay Hall for all earned pay and accrued, unused vacation benefits at the time it notifies Hall of the termination deci sion, less legally required withholdings. Hall will be entitled to no pay or benefits after the date that the City notifies him that this Agreement and his employment by the City are being terminated with cause. If the City elects to ter minate this Agreeme nt with c ause, it will provide Hall with a written explanation for that decision sent to Hall’s last known home address. Hall shall have the right to meet with the City Council in c losed session for the purpose of discussing the basis for his proposed termination with cause prior to a final vote o n his termination with cause. In order to exercise that right, he must provide a written request to meet in closed session to the Mayor of the City and the City Attorney within fifteen days of the effective date of his termination with cause. Failure to timely provide such written notice shall constitute a waiver of the right to be heard.
DocuSign Envelope ID: 9EB42926-EA8E-4418-9254-1EAB8226F4E5
Agreement No. 21-028
City Council Resolution No. 21-054
If Hall is convicted of a crime involving an abuse o f his office or position, all of the following shall apply:
1. If Hall is provided with administrative leave pay pending an investigation, Hall shall be required to fully reimburse City such amounts paid;
2. If City pays for the criminal legal defense of Hall (which would be in its sole discretion, as it is generally not obliga ted to pa y for a criminal defense), Hall shall be required to fully reimburse City such amounts paid; and
3. If this Agreement is terminated, any severance pay and severance benefi ts relat ed to the termination that Hall may receive from City shall be full y reimbursed to City or shall be void if not yet paid to Hall. For purposes of this Section, abuse of office or position means either: a) an abuse of public authority, including was te, fraud, and violation of the law under color of authority; or b) a crime against public justice.
B. Termination Without Cause. Notice of Termination Without Cause shall be provided in writing sent to Hall’s last known home address . If Hall’s employment is terminated without cause, City shall not be required to provide a ny reasons for that decision to Hall or anyone else.
If the City elects to terminate this Agreement and Hall’s employment without cause within the first two years of this Agreement , then as of the effective date of termination the term of this Agreement shall be deemed to have a remaining duration of nine months. If the City elects to terminate this Agreement and Hall’s employment without cause during the last year of this Agreement or during the year-to-year extension beyond the last year of this Agreement , then as of the effective date of termination the term of this Agreement shall be deemed to have a remaining duration of the lesser of six months or until the end of the remaining year. The City will pay Hall for all earned pay and accrued, unused vacatio n benefits up to but not including the effective date of termination, less legally required withholdings. Additionally, the City will, within thirty (30) days of the effective date of termination, pay Hall for the remaining durat ion specified in this Section 5B of this Agreement the amount of salary and benefits he is earning on the date he is given notice that this Agreement and his employment are being terminated, less legally required withholdings.
C. Inability To Perform Essential Duties and Functions . Hall agrees that if he is unable to perform the essential duties and functions of the City Manager positio n for any reason for more than thirty (3 0) consecutive calendar days, th e City may terminate this Agreement. If the City elects to terminate this A greement based on Hall’s inability to perform the essential duties and functions of the City Manager p osition, it will so advise Hall in writing sent to Hall’s last known home addre ss. At the time the City provide s such notice, it will pay Hall for all ear ned pay and accrued, unused vacation benefits, less legally required deductions.
If termination of this Agreement is the result of the death of Hall , this Agreement shall be considered terminated effective upon his death, and City shall pay all salary and benefits then DocuSign Envelope ID: 9EB42926-EA8E-4418-9254-1EAB8226F4E5
Agreement No. 21-028
City Council Resolution No. 21-054
due to Hall at the time of death to his legal heir(s).
D. Statement Upon Termination . In the event City terminates Hall for any reason or no reason, the City and Hall agree that no member of the City Council, the City Management staff, or Hall, shall make any written, oral or electronic statement to any member of the public, the press, or any city employee concerning Hall’s termination except in the form of a joint p ress release or statement, the content of which is mutually agreeable to th e City and Hall. The joint press release or statement shall not contain any text or information that is disparaging to either party. Either party may verbally repeat the substance o f the joint press release or statement in response to any inquiry.
6. Compensation.
A. Salary.
The City agrees to pay Hall for the performance of his duties and f unctions an annual salary of $240,000, less legally required deductions, subject to an annual cost of living adjustment of 3% per year.
Salary will be paid in installments at the same time that other employees of the City are pai d.
Any adjustment to Hall’s salary besides the annual 3% cost of living adjustment must be pursuant to a r esolution of t he Council. Hall shall not be entitled to receive payment or credit for, and City shall not pay or credit Hall for, overtime, compensated time off in lieu of overtime, or other compensation except as expressly provided in this Agreement. Hall acknowledges that the position of City Manager is exempt from the provisions of the Fair Labor Standards Act (FLSA).
B. Benefits.
During the Term of this Agreement and his employment hereunder, Hall shall be entitled to receive benefits on the same terms and conditions as other senior management employees of the City, as provided for in the Senior Management Employment Agreement. In addition, Hall shall receive, including:
1. Vacation accrual at the 20 year rate level, and a one- time bank of ten (10) vacation days upon commencement of employment.
2. A one-time bank of five (5) additional sick days upon commencement of employment.
Some benefits may change duri ng the course of Hall’s employment. Emplo yees are noticed regarding any changes in benefits. Except as expressly set forth in this Agreement, Hall shall be entitled to the same benefits as those provided to senior management employees generally, but DocuSign Envelope ID: 9EB42926-EA8E-4418-9254-1EAB8226F4E5
Agreement No. 21-028
City Council Resolution No. 21-054
shall not be entitled to or be paid for any ot her benefits available to certain non -senior management emp loyees of the City; for example, uniform allowances for police officers and public works employees.
C. One Time Moving Allowance.
Hall shall be provided a one time moving allowance to b e applied t o relocation expenses incurred within the five year Term of this Agreeme nt. Hall shall provide the City with three estimates for the cost of relocation and moving expenses , and City shall reimburse Hall within thirty (30) days for such costs the amount equ al to the lowest estimate provided by Hall , or $15,000, whichever is lowest.
D. Incentive.
As a retention incentive, if after the end of the five year Term of this Agreement, Hall continues as City Manager on a year-to-year basis for two full years , City agrees to pay Hall , in addition to an annual salary of $240,000 and 3 % cost of living adjustment , a 5% bonus for each of years six and seven , less legally required withholdings , to be paid within thirty (30) days after the conclusion of his seventh year as City M anager. The bonus is not part of his annual salary and no portion of the bonus shall be awarded to Hall unless he has completed his seventh year as City Manager, except that Hall would receive a pro rata portion of the bonus if the City were to terminate Hall without cause at any time during years six or seven.
7. Performance Evaluations . The City shall review and evaluate Hall’s performance as City Manager in closed session as close as reasonably possible to the expiration of each tw elfth month o f this Agreement. The City shall conduct an additional mid -year review at the expiration of the first six months of the first year o f this Agreement. Performance R eviews shall be discusse d with Hall and reduced to writing. In addition to the evaluation sc hedule provided in this section, Council may schedule additional review and evaluation of Hall’s performance for closed session at any time.
To assist the Council in measuring the City Manager’s performance, w ithin thirty (30) days of commencing his tenur e as City Man ager, Hall shall propose for Council approval a Performance Evaluation Plan that will form the basis for the in itial Performance Review. Hall shall revise the Plan at the start of each successive year of service. The Plan shall specify actions to be taken until the next Performance Review, and shall contain specific and measurable criteria, with specified milestones.
8. Confidential Information. Hall agrees that he will not reveal attorney-client privileged, or any other confidential infor mation about the City or City employees that he learns while performing the duties and functions of City Manager.
9. City Property. Hall agrees that all materials, regardless of their form, that he receives, creates or produces in connectio n with this A greement and/or his employment as City Manager are and will remain the exclusive property of the City. Hall will immediately deliver all originals and all copies of such materials to the City that are in his possession or control upon terminat ion of this A greement or DocuSign Envelope ID: 9EB42926-EA8E-4418-9254-1EAB8226F4E5
Agreement No. 21-028
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upon any request from the Mayor and/or the City.
10. Assistance in Litigation . Hall agrees that he will furnish information and proper assistance to the City as it may reasonably require with any litigation in which it is or may become involved, either during or after the termination of this Agreement. Hall further agrees that he will not discuss, reveal or convey any information or documents pertaining to the City to any person or entity, or to any attorney for or representative of any person or entity, with actual or potential claims adverse to the Ci ty except pursuant to duly issued legal process or as otherwise authorized by the City. Hall agrees to notify the City immediately upon receipt of any legal process pertaining to the City.
11. Governing Law. This Agreement will be construed and enforced in accordance with the laws of the State of California.
12. Headings. The headings used in this Agreement are provided for convenience only and may not be used to construe meaning or intent.
13. Assignment. Neither this Agreement nor any interest in t his Agreement may be assigned by Hall without the prior express written approval of the City.
14. Severability. If any provision or portion of this Agreement is held to be invalid or unenforceable, this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable provision(s) or portion(s) had never been included.
15. Notices. Notices pursuant to this Agreement will be d eposited with the United States Postal Service, postage prepaid and addressed as follows:
City:
City Clerk
City of Hercules
111 Civic Center Drive
Hercules, CA 94547
Hall:
Last Known Home Address
Official City Hall Address
16. Modification. This Agreement may only be modified by Resolution at a duly noticed meetin g of the City Council. The City Council may fix other terms and conditions of employment, as it may determine from time to time, relating to the performance of the City Manager, provided s uch terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement or applicable law.
17. Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, and contains all agreemen ts between Hall and the City regarding his employment as City DocuSign Envelope ID: 9EB42926-EA8E-4418-9254-1EAB8226F4E5
Agreement No. 21-028
City Council Resolution No. 21-054
Manager. Hall and the City agree that no representations, inducements, promises or agreements, oral or otherwise, have been made to either party, or anyone acting on behalf of either party, whic h are not stated herein, and that no agreement, statement, or promise not contained in this Agreement will be valid or binding on either party.
18. Effective Date . This Agreement will become effective on the date of approval by the City Council at a duly noticed meeting of the Council.
19. Independent Review. Hall acknowledges that he has had the opportunity and has conducted an independent review of the financial and legal effects of this Agreement, and acknowledges that he has made an independent judgment regarding this Agreement and has not relied upon any representatio n of City, its officers, agents or employees, other than those expressly set forth in this Agreement.
20. Counterparts. This Agreement may be executed in counterparts, each of whi ch shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement.
City of Hercules
By: __________________________
Chris Kelley, Mayor
__________________________
Dante Hall
ATTEST:
_________________
Lori Martin
Administrative Services Director
Approved as to Form:
_____________________
J. Patrick Tang
City Attorney
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