1 EMPLOYMENT AGREEMENT
BETWEEN CITY OF PALO ALTO
AND
CHRISTOPHER D. JENSEN
THIS AGREEMENT is between the City of Palo Alto (“City”), a municipal corporation and chartered city, and Christopher D. Jensen (“Jensen”). 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 Council (“Council”), desires to employ Jensen as its City Attorney, effective March 30, 2026 or a date thereafter, mutually agreed upon by the parties, when Jensen reports for and begins work, whichever is sooner. The Council’s employment of Jensen is subject to the terms and conditions set forth in this Agreement, and in the Charter and Municipal Code of the City of Palo Alto.
B. Under the Charter, the City Attorney is appointed by the Council and serves at its pleasure. Notwithstanding any provision of the City of Palo Alto Merit System Rules and Regulations or other City regulation or policy, the City Attorney serves at-will, with no expectation of continued employment, and with no right to pre- or post-separation due process or appeal.
C. Jensen desires to be employed by the City as its City Attorney, subject to the terms and conditions in this Agreement, and in the Charter, Municipal Code and other applicable laws.
D. The City and Jensen wish to establish specific terms and conditions relating to compensation and benefits, performance evaluations, and related matters.
BASED UPON THE FOREGOING, THE CITY AND JENSEN AGREE AS FOLLOWS:
1. Employment Start Date. The Council appoints Jensen as City Attorney for an indefinite term to begin on March 30, 2026 or a date thereafter, mutually agreed-upon by the parties, when Jensen reports for and begins work, whichever is sooner (“Employment Start Date”).
2 Duties of the City Attorney. Jensen will perform the duties of the City Attorney as established in the Charter, the Palo Alto Municipal Code, and by direction of the Council. Jensen agrees to perform these duties consistent with the California Rules of Professional Responsibility governing licensed attorneys and all other applicable federal, state and local laws, ordinances, rules and regulations.
Full Energy and Skill. Jensen will devote his full energy, skill, ability, and productive time to the performance of his duties under this Agreement.
No Conflict. Jensen will not engage in any employment, activity, consulting service, or other enterprise, with or without compensation, that is actually or potentially in conflict with, or that interferes with, the performance of the City Attorney’s duties. Jensen acknowledges that he is subject to applicable conflict of interest requirements in state law, the California Rules of Professional Responsibility, and local law and policy.
1.1. Uncompensated Professional Activities. Jensen may attend and/or participate in uncompensated appropriate professional activities, provided that these activities do not compromise or impair Jensen’s ability to perform the City Attorney’s duties as set forth in this Agreement. Jensen shall keep the Council informed of professional activities requiring absences of more than one day and activities requiring more than de minimis time and attention. This Section shall not be interpreted to limit the City Attorney’s ability to participate in professional organizations with purposes germane to the practice of municipal law and related fields (e.g., California League of Cities City Attorneys Department).
Compensation and Benefits. Jensen shall receive the following compensation and benefits:
1.1. Initial Compensation. Beginning on and continuing from the Employment Start Date, Jensen will receive a base salary of Three Hundred and Eighty Thousand dollars ($380,000), prorated and paid on the City’s normal paydays. This salary is subject to authorized or required deductions and withholding. Jensen acknowledges that he is an exempt employee under applicable wage and hour law and his base salary is compensation for all hours worked.
3 1.1. Compensation Adjustments. Commencing with the fiscal year beginning July 1, 2026, and not less than once each subsequent fiscal year, the Council shall meet for the purpose of evaluating the performance of Jensen and determining whether to grant Jensen an increase in annual base salary or other compensation. The Council retains sole discretion to determine whether to grant a compensation increase, and the amount and form thereof, but shall endeavor in good faith to consider performance, labor market conditions, internal equity considerations, and/or other appropriate factors in determining Jensen’s compensation.
1.1. Standard Management Benefits and Allowances. Except as otherwise provided in this Agreement, Jensen'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 modified by the Council from time to time (“Management Compensation Plan”). Jensen will be eligible for, and shall receive, all regular benefits (e.g. health insurance, dental, and vision benefits) and vacation, sick leave, and management leave as are set forth in the Management Compensation Plan. Jensen shall comply with all rules and procedures, and shall make any and all employee contributions (such as employee contributions to the City’s CalPERS employer contribution) set forth in the Management Compensation Plan.
1.1.1. Salary Increases Governed Exclusively by This Agreement. Jensen acknowledges that Subsection 3.2 is the sole method for increasing the City Attorney’s base salary or salary-equivalent compensation, such as 401(a) Defined Benefit Retirement contributions set forth in Subsection 3.4.1. Provisions of the Management Compensation Plan regarding salary increases shall not apply.
1.1. Additional Benefits and Allowances. In addition to the benefits specified in Subsection 3.3, Jensen will receive the following additional benefits and allowances:
1.1.1. 401(a) Defined Contribution Retirement Plan. The City shall contribute $20,000 annually to a 401(a)-retirement plan account established for Jensen, prorated and contributed on the City’s normal paydays ($769.23/pay period).
Jensen will make any additional contribution required under the plan, if any, and may make additional voluntary contributions if eligible under the plan.
1.1.2. Vacation Accrual Rate. In recognition of prior public service, the City 4 shall
4 place Jensen at the highest tier of vacation accrual available within the Management Compensation Plan, which is currently two hundred (200) hours per year, prorated and earned each pay period.
1.1.1. Parking. The City will provide parking at the Civic Center at no cost to Jensen.
1. Professional Fees/Costs. During the term of Jensen’s service and in accordance with applicable City policies and procedures, the City will pay the cost of Jensen’s annual California Bar Association dues, as well as reasonable fees for membership in organizations associated with the office of the City Attorney and costs of appropriate conferences, trainings, and seminars.
1. Fidelity Bonds. The City shall bear the full cost of any fidelity or other bonds that may be required in the performance of Jensen’s services under this Agreement.
Duration of Employment. Jensen understands and agrees that he has no protected property or other interest in continuing employment as City Attorney. Jensen waives any and all rights, if any, under federal, state or local law, the Merit System Rules and Regulations, and the Management Compensation Plan, pertaining to pre- or post-separation due process. Jensen understands and agrees that he works at the will and pleasure of the Council and that he may be terminated or asked to resign at any time, with or without cause, subject to the requirements of Subsection 6.1 of this Agreement.
1.1. Severance Pay. If Jensen is terminated or asked to resign, and upon execution of a release of all claims against the City, the City shall provide Jensen with a cash severance payment or payments (without interest) equivalent to nine months of salary and benefits as set forth in Section 3 of this Agreement. All normal or legally-required withholdings shall be made. After two full years of service as City Attorney, beginning from Jensen’s Employment Start Date, the severance payment in this Subsection will increase to twelve months of salary and benefits.
1.1.1. Severance Not Available Under Certain Conditions. No severance shall be paid if Jensen is separated from employment after conviction of a felony or a conviction for a crime involving an abuse of office or his position, as defined in Government Code § 53243.4, or for conduct that is charged by appropriate 5 authorities as a felony and later results in a felony conviction or conviction for a crime involving an abuse of office. If this Subsection is triggered by the filing of charges, the City shall hold the amount of potential severance in a segregated account pending determination of criminal proceedings.
1. Indemnification. The City will defend and pay any costs and judgments assessed against Jensen arising out of an act or omission by Jensen occurring in the course and scope of his performance of his duties under this Agreement in accordance with the provisions of Government Code Sections 825, 995, and 995.2 through 995.8.
1. Miscellaneous.
1.1. Notices. Notices given under this Agreement shall be in writing and shall be either: a) served personally; or b) sent by electronic mail (provided a hard copy is mailed within three (3) business days); or c) delivered by first-class United States mail, certified, with postage prepaid and a return receipt requested; or d) sent by 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: Human Resources
250 Hamilton Avenue, Palo Alto CA 94301 Phone
(650) 329-2376
JENSEN: Christopher D Jensen
c/o 250 Hamilton Avenue, Palo Alto CA 94301
Phone (650) 329-2171
1.2. 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.
1.3. Applicable Law and Venue. This Agreement shall be governed by and 6 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.
1.1. 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.
1.2. 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.
1.3. Representation by Counsel. Jensen and the City acknowledge that they each did, or had the opportunity to, consult with legal counsel of their respective choosing with respect to the matters that are the subject of this Agreement prior to executing it.
1.4. 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.
Christopher D. Jensen
City of Palo Alto
____________________________ ___________________________ Approved as to Form:
________________________________________________________________________ ___ City Attorney’s Office