X
1 Packet Pg.
EMPLOYMENT AGREEMENT
BETWEEN CITY OF PALO ALTO AND
STEPHEN LINDSEY
THIS AGREEMENT is between the City of Palo Alto, a municipal corporation and chartered city (“City”) and Stephen Lindsey (“Lindsey”). It is effective on the latest date next to the signatures on the last page.
This Agreement is entered into on the basis of the following facts:
A. City, acting by and through its City Manager, wishes to employ Lindsey as its Fire Chief, subject to the terms and conditions set forth in this Agreement, the Palo Alto Municipal Code and the Charter of the City of Palo Alto (the "Charter").
B. Under chapter 2.08 of the Palo Alto Municipal Code, the Fire Chief is appointed by the City Manager with the approval of the City Council. Notwithstanding any provision of the City of Palo Alto Merit System Rules and Regulations, the Fire Chief serves on an at-will basis, with no expectation of continued employment, and with no right to pre-or post-separation due process or appeal.
C. Lindsey desires to be employed by the City as its Fire Chief, subject to the terms and conditions in this Agreement, the Palo Alto Municipal Code, the Charter, the Palo Alto Merit System Rules and Regulations, and all other applicable laws, resolutions, and policies.
D. The City and Lindsey wish to establish specific terms and conditions relating to compensation and benefits and related matters.
BASED UPON THE FOREGOING, THE CITY AND LINDSEY AGREE AS FOLLOWS:
1. Employment. The City appoints Lindsey as its Fire Chief for an indefinite term to begin on November 1, 2025 (“Employment Start Date”). Except as otherwise provided herein, Lindsey’s employment with the City shall be governed by the City Council-adopted Compensation Plan for Management and Professional Personnel and Council Appointees, as it currently exists and may be changed from time to time.
2. Duties of the Fire Chief. Lindsey will perform the duties established for the Fire Chief by the Palo Alto Municipal Code, by direction given by the City Manager, and as otherwise provided by law, ordinance, or regulation. Lindsey agrees to comply with all federal, state and local laws, ordinances, rules and regulations applicable to or associated with these duties.
2.1. Full Energy and Skill. Lindsey will devote his full energy, skill, ability, and productive time to the performance of his duties.
Docusign Envelope ID: 02004470-DBAF-4676-87D8-75FC6B72DC9C
2 Packet Pg.
2.2. No Conflict. Lindsey will not engage in any outside employment, activity, consulting service, or other enterprise, for compensation or otherwise, which is actually or potentially in conflict with or which interferes with the performance of his duties. Lindsey acknowledges that he is subject to the various conflict of interest requirements found in the California Government Code and state and local policies and regulations.
2.3 Permission Required For Outside Activities. Lindsey will not engage in any outside employment, activity, consulting service, or other enterprise, for compensation or not, without written permission of the City Manager, provided in advance of such outside employment, activity, consulting service, or other enterprise.
3. Salary. While performing the duties of Fire Chief, Lindsey will receive a base salary within the range provided in the City Council-approved Compensation Plan for Management and Professional Personnel and Council Appointees, as it currently exists and may be changed from time to time.
Lindsey will receive an initial gross base annual salary of Three Hundred Sixty Six Thousand and Nine- Hundred and Twelve Dollars ($366,912), beginning on the Employment Start Date, and subject to increases or changes approved by Council in the Compensation Plan for Management and Professional Personnel and Council Appointees. This amount is subject to authorized or required deductions and withholding, prorated and paid on City's regular paydays. Lindsey is an exempt employee under applicable wage and hour law and his base salary shall be compensation for all hours worked. The City agrees that the amount of Lindsey’s base annual salary will not decrease, except as part of a permanent decrease that is consistent with the Fair Labor Standards Act.
4. Benefits, Allowances and Obligations. Lindsey will be eligible for, and shall receive, all regular benefits (i.e., health insurance, PERS contributions to the extent paid by the City, etc.) and vacation, sick leave, and management leave, as are generally provided to management employees under the City Council-approved Compensation Plan for Management and Professional Personnel and Council Appointees, as it currently exists and may be changed from time to time. In addition, Lindsey will assume all obligations and make all regular contributions (i.e., employee assumption of a portion of the employer PERS contribution) as are generally required of management employees under the City Council- approved Compensation Plan for Management and Professional Personnel and Council Appointees, as it currently exists and may be changed from time to time.
5. Additional Benefits and Allowances. In addition to the benefits specified in section 4, Lindsey will receive the following additional benefits and allowances:
5.1 5.1 Severance. If Lindsey is terminated or asked to resign, he shall, upon execution of a release of all claims against the City, be eligible for a severance payment equivalent to twelve (12) weeks of salary and benefits. The amount of the severance payment shall increase by twelve (12) weeks, to a total of twenty-four (24) weeks, on November 1, 2026. No severance shall be paid if Lindsey is terminated for serious misconduct involving abuse of his office or position, including, but not limited to, waste, fraud, violation of the law under color of authority, misappropriation of public resources, violence, harassment, or discrimination. If Lindsey is later convicted of a crime involving such abuse of his position, he shall fully reimburse the City as set forth in Government Code section 53243.3.
Docusign Envelope ID: 02004470-DBAF-4676-87D8-75FC6B72DC9C
3 Packet Pg.
Duration of Employment. Lindsey understands and agrees that he has no constitutionally protected property or other interest in his employment as Fire Chief. Lindsey waives any and all rights, if any, under the Merit System Rules and Regulations, including without limitation, the right to pre-or post- disciplinary due process. Lindsey understands and agrees that he works at the will and pleasure of the City Manager and that he may be terminated or asked to resign at any time, with or without cause. Lindsey may terminate this agreement (terminating all employment) upon 30 days written notice to the City Manager.
6. Miscellaneous.
6.1. Notices. Notices given under this Agreement shall be in writing and shall be either: a) served personally; or b) sent by Email (provided a hard copy is mailed within one (1) business day); or c) delivered by first-class United States mail, certified, with postage prepaid and a return receipt requested; or d) sent by Federal Express, or some equivalent private mail delivery service. Notices shall be deemed received at the earlier of actual receipt or three (3) days following deposit in the United States mail, postage prepaid. Notices shall be directed to the addresses shown below, provided that a party may change such party's address for notice by giving written notice to the other party in accordance with this subsection.
CITY: Attn: City Manager
250 Hamilton Avenue Palo Alto, CA 94301
Phone: (650) 329-22280
Fax: (650) 328-3631
LINDSEY: Stephen Lindsey
250 Hamilton Avenue Palo Alto, CA 94301
6.2. Entire Agreement/ Amendment. This Agreement constitutes the entire understanding and agreement between the parties as to those matters contained in it, and supersedes any and all prior or contemporaneous agreements, representations and understandings of the parties. This Agreement may be amended at any time by mutual agreement of the parties, but any such amendment must be in writing, dated, and signed by the parties and attached hereto.
Docusign Envelope ID: 02004470-DBAF-4676-87D8-75FC6B72DC9C
4 Packet Pg.
6.3. Applicable Law and Venue. This Agreement shall be interpreted according to the laws of the State of California. Venue of any action regarding this Agreement shall be in the proper court in Santa Clara County.
6.4. Severability. In the event any portion of this Agreement is declared void, such portion shall be severed from this Agreement and the remaining provisions shall remain in effect, unless the result of such severance would be to substantially alter this Agreement or the obligations of the parties, in which case this Agreement shall be immediately terminated.
6.5. Waiver. Any failure of a party to insist upon strict compliance with any term, undertaking, or condition of this Agreement shall not be deemed to be a waiver of such term, undertaking, or condition. To be effective, a waiver must be in writing, signed and dated by the parties.
6.6. Representation by Counsel. Lindsey and the City acknowledge that they each did, or had the opportunity to, consult with legal counsel of their respective choices with respect to the matters that are the subject of this Agreement prior to executing it.
6.7. Section Headings. The headings on each of the sections and subsections of this Agreement are for the convenience of the parties only and do not limit or expand the contents of any such section or subsection.
LINDSEY CITY OF PALO ALTO
Stephen Lindsey City Manager
Date: Date:
Approved as to Form:
Chief Assistant City Attorney
Docusign Envelope ID: 02004470-DBAF-4676-87D8-75FC6B72DC9C 10/12/2025