RECONSIDERATION LIST
1. That the city council extend the current contract with city manager Louis DePasquale for a period of 18 months.
Reconsideration Failed 3-6 (Nolan, Sobrinho-Wheeler, Zondervan - YES)

O-1     Sept 14, 2020
COUNCILLOR SIMMONS
ORDERED: That the city council extend the current contract with city manager Louis DePasquale for a period of 18 months, with a 2.5 percent cost of living adjustment at signing. The contract would begin on January 9, 2021 and would run through July 5, 2022.

2. A communication was received from Councillor Nolan, transmitting a memorandum on Filing for Reconsideration.
Placed on File 9-0

Councillor Nolan Memorandum on why I filed for Reconsideration of the contract vote

Arguably the most important vote the city council takes is on hiring a city manager. In my view, the vote taken earlier this week on the city manager (CM) contract was flawed, unclear, and warrants discussion with full transparency, which could not happen given the circumstances of a vote taken at 1 am based on a document distributed at that time. I requested an executive session to discuss the contract terms, and was told that could not happen without reconsideration. The only path to having a discussion of the terms was reconsideration. I believe and state unequivocally that it is the council, not the CM, who failed in this situation.

Among the first meetings I attended as a city councillor were Government Operations Committee meetings where the question of a city manager contract was the agenda. On February 19, the topic was discussed and a letter from the CM stating that he was interested in a successor contract was accepted. It was explicitly stated that accepting the letter from the CM simply put on record that the committee had received it. At that meeting, the question of a review of the CM was mentioned, since the contract calls for one, led by the Government Operations Committee. I and several councillors advocated for a goal-setting and review process. It was recognized as good practice, good governance, and good modeling.

On March 12, the same committee met again to discuss the city manager contract. During that meeting (full minutes here) there was discussion of what the process would be to move forward and how to proceed. There was a suggestion that the committee state it was interested in a one-year extension (that motion failed). There was discussion on what would happen over the next few months, how to start a search for a new CM, and other items. During that meeting the process outlined for the committee members, other councillors such as myself and the public was that the chair of the committee would be authorized “to have a discussion with Mr. DePasquale regarding that request” of a new contract. After such discussion, there would be an executive session for the full council to discuss what a contract might include. An “executive session” was mentioned eight times during the meeting. That is standard practice and in line with my experience on the School Committee and on other boards - after getting a sense of what is wanted in a contract, the full body meets in executive session to be apprised of any information relevant to opening negotiations, and review strategy and/or discuss possible terms that would be offered. The minutes of the March 12 meeting are very clear that the chair was authorized to open discussions only, and not to negotiate. The minutes of that meeting were on the July 27 council meeting, and presumably that meant that as of that date the chair was authorized to ask the CM what he wanted.

Based on my own experience, my understanding of proper procedure and the explicit commitment at  that meeting, I expected that before any contract would be offered the full council would weigh in, during an executive session. Instead, on our September 14 meeting agenda was a policy order from Councillor Simmons asking the council to extend the CM contract for 18 months “with a 2.5 percent cost of living adjustment at signing.” There are several questions that arise from that recommendation. The chair was never authorized to engage in negotiations with the CM, only to discuss what he wanted, so why were we asked to vote on terms? And during discussion of this policy order, it became clear that the description of the compensation was wrong. A COLA is given to non-union staff in July of each year, and the CM received a 2.5% COLA adjustment on July 1, 2020. During our discussion, the council was told there were “no changes”, that the contract was an extension of the current contract, with “what he gets anyway...following what he has in previous contracts as a cost of living”. Yet the draft contract which was printed and given to council members after midnight WAS different. It included not just a COLA, but a separate 2.5% raise upon signing.

Any potential contract should have been reviewed, discussed and jointly voted in executive session, as had been promised earlier in the year. I, as a new councillor, experienced with several contract negotiations with superintendents, was surprised and taken aback. How did a process which could and should have been professional and sensitive, become a public mess? Many of us expressed confusion about what the terms were, and whether they were appropriate. Many of us were exhausted, and while we wanted to respect the CM also wanted to recognize that the process through no fault of the CM, was disconcerting at best. The draft had some handwritten notes, some things scratched out, and an end date that matched with no specific logic. And it wasn’t clear to me if we were voting on an actual contract or the rough outlines of one that could be finalized later.

I did wonder over the course of August when we would go into an executive session - and I did reach out to several colleagues about when we would next hear about the contract. I never heard back and several colleagues also did not know. In retrospect, I should have asked why we hadn’t had an executive session. We hadn’t had a regular meeting since the July 27 meeting when the committee report authorizing the beginning of contract discussion was accepted. I know the CM was anxious to get this done, and he was told the process was fine. In my opinion, the council mishandled this process, not the CM.

Why bother reconsidering since I am and was prepared to vote a contract for 18 months? I woke up the next day troubled. Troubled by a deeply flawed process that was undemocratic, unclear and counter to the good governance I promised to model and practice every day when I took the oath of office. And floored by the fact that several of us were not entirely sure what compensation package we were approving. The meeting video shows the confusion. From an assertion that nothing was different about this contract, that it was just an extension on the same terms with nothing new to an assertion that it included a double raise to a question on why the end date did not’ match with anything, it was an embarrassing display that was not something the council should condone or tolerate or let stand. Especially in one of the most significant votes we take, we should be very clear that we know what the vote means.

And, I am uncomfortable that it was not clear at that moment that the vote entailed a raise separate from a COLA. The public should have confidence that we are looking out for their interests and carefully monitoring spending of every dollar. We are in the middle of a pandemic and the financial situation of the city almost certainly will deteriorate over the next year or two. We may be asking our workers, our unions and our residents to tighten their belts, to lower expectations for what the city can offer. We should be conscious of every dollar. And yet, in these challenging times when everyone has been working overtime, many have lost their homes, their livelihoods and their savings, I cannot in good conscience approve a raise even of 2.5% on a salary that in my view is already far more than it should be. I reviewed the salaries of mayors and city managers of several cities across the country which are our size or in some cases a few times bigger and more complex, all of which have AAA bond ratings. None are paid as much any close to the current $323K (scheduled to go up to $339K next July 1) as Cambridge’s City Manager. Most are paid much less. Both Mayor Walsh of Boston (AAA bond rated city) and Governor Baker make far less. I respect the CM and sincerely hope he will stay for the next 18 months. I wish we’d only been asked to vote on a standard contract per the policy order as written, without an additional raise. Or that we’d had an executive session. Then this reconsideration would not have been filed.

Another note: Through my years of service on School Committee, I took the responsibility for overseeing the superintendent seriously. Many years back, when the School Committee failed to fulfill its obligation to conduct a review and got appropriate criticism, I vowed never to let that happen on my watch. I took over the role of ensuring the review of the superintendent happened. It was always a fruitful and helpful process - an opportunity to reflect on the past year, recognize and celebrate what went well and discuss how best to approach the coming year. That process is an essential part of any high functioning organization. I hope that will happen in the future with any city manager.

3. A communication was received from Anthony I. Wilson, City Clerk, transmitting a communication from the City Solicitor with a redlined corrected version and a clean corrected version of the proposed contract that was before the City Council at its meeting of Monday, September 14, 2020. [revised final contract (Sept 21, 2020)]
Contract Approved 6-3 (Nolan, Sobrinho-Wheeler, Zondervan - NO); Reconsideration Fails 9-0

[Clean Version]
EXTENSION TO EMPLOYMENT AGREEMENT
BETWEEN THE CITY OF CAMBRIDGE
AND
LOUIS A. DEPASQUALE

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.

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 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
January 9, 2021	$330,937.00
July 1, 2021	$339,210.00
July 1, 2022	$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.

4.3 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. He shall be eligible for the same holiday, personal and administrative leave benefits, and all such other benefits of employment, including but not limited to deferred compensation, flexible spending, longevity, managerial allowance, sick leave incentive pay, and tuition reimbursement, as are provided to other non-union management employees of the City, excluding any benefits which are provided only as a matter of individual employment contract with other employees.

4.4 Vacation Time

The City Manager shall be entitled to twenty-five (25) working days of vacation per contract year, exclusive of legal holidays. Such vacation shall be awarded at the beginning of each calendar year, as is the practice with other managerial employees. Subject to the second paragraph of this Section, the City Manager may carry over up to and including five (5) days of accrued unused vacation time from one contract year to the subsequent contract year, but in no event shall the City Manager carry forward more than five days of vacation in any one contract year. The City Manager may be compensated for up to fifteen (15) unused vacation days per year to be paid at his then current salary. If he elects to buy back such vacation time, he shall not be eligible to carry over any of the vacation time awarded for that year into the next calendar year.

The Parties further agree that at the time of his retirement or termination, Mr. DePasquale shall be eligible to be compensated, at his then existing rate of pay, for all of his accumulated vacation, personal, compensatory and administrative leave that remained unused at the time of retirement or termination and that was earned by him in the position of City Manager.

4.5 Sick Leave

The City Manager shall be entitled to fifteen (15) days sick leave awarded at the beginning of each calendar year, as is the practice with other non-union managerial employees. Sick leave shall accumulate unlimited, year to year. Sick leave use shall be subject to the same policies and rules as govern use by other non-union employees. Sick leave accumulated by the City Manager prior to the signing of this Agreement shall be carried into this Agreement. Upon his death, retirement, or termination under the terms of Section 5 of this agreement, the City Manager shall be eligible to be compensated for any unused sick leave at the rate then provided for management and non-union employees of the City.

4.6 Transportation

The City Manager shall be provided with the use of a City owned or leased automobile for the City Manager’s unrestricted use. Insurance, maintenance and repairs and gasoline in connection with the operation of said automobile shall be paid by the City. Upon termination of this Agreement and the City Manager’s employment with the City, he shall return the automobile to the City.

4.7 Cellular Phone and Equipment

The City Manager shall be provided with a cellular phone, tablet, lap top and other necessary devices to be used in accordance with his duties for the City. It is understood that some moderate personal use will be permitted in recognition of the City Manager’s work schedule. Upon termination of this Agreement and the City Manager’s employment with the City, he shall return the equipment to the City.

4.8 Compensatory Time

The City Manager acknowledges that he is frequently required or called upon to perform work outside of the normal office hours of the City and he commits to performing such work. The City Council recognizes that the City Manager’s hours require that he devote a great deal of time outside of the normal office hours of the City and the City shall permit the City Manager to earn and take up to three weeks of non-FLSA compensatory time off per year. One week of earned but unused compensatory time may be carried over from one Contract Year to the subsequent Contract Year, on a cumulative basis.

This provision shall survive the termination of this Agreement.

4.9 Life Insurance

The City Manager shall be covered by an insurance policy in the amount of $250,000 payable to the beneficiary/beneficiaries named by the City Manager. The insurance may include “whole life”, “paid up” or “cash value” insurance at the discretion of the City Manager. The premium cost of this insurance shall continue to be paid by the City after and throughout Mr. DePasquale’s retirement as part of his supplemental benefits pursuant to this agreement.

This provision shall survive the termination of this Agreement.

SECTION 5 – REMOVAL, TERMINATION AND SUSPENSION

5.1 Mr. DePasquale may terminate this Agreement and his employment with the City at any time by giving the Mayor and City Council written notice at least 4 (four) months prior to the effective date of termination. With the exception of payment for accrued unused vacation, and sick leave as provided in paragraphs 4.4 and 4.5 above, and other benefits, as provided in paragraphs 4.3 above, as well as the compensatory time as provided in paragraph 4.8 above and other accrued benefits as are due to Mr. DePasquale under the terms of this Agreement, Mr. DePasquale shall not be entitled to receive any other compensation or benefits after the date of termination under this Section 5.1.

5.2 Subject to the ADA and other applicable statutes, ordinances and laws, Mr. DePasquale may be suspended and/or removed as the City Manager, and this Agreement terminated, for “Cause,” by a majority vote of the City Council. For the purposes of this Agreement, the term “Cause” shall mean conviction of a felony; serious conduct unbecoming a City Manager; repeated inefficiency or incompetency in the performance of his duties as City Manager; provided however, that the City Council has given prior written notice to Mr. DePasquale of any such misconduct, inefficiency or incompetency and thirty (30) days to cure any such alleged misconduct, inefficiency or incompetency. With the exception of payment for accrued unused vacation, and sick leave as provided in paragraphs 4.4 and 4.5 above, and other  benefits, as provided in paragraph 4.3 above, as well as the compensatory time as provided in paragraph 4.8 above and other accrued benefits as are due to Mr. DePasquale under the terms of this Agreement, Mr. DePasquale shall not be entitled to receive any other compensation or benefits after the date of termination under this Section 5.2.

5.3 Mr. DePasquale may be removed as City Manager, and this Agreement terminated at any time for any reason by majority vote of the City Council. If such termination is not for “Cause” pursuant to Section 5.2 of this Agreement, and Mr. DePasquale is willing and able to perform his duties under this Agreement, in addition to the other payments specified in Sections 4.3, 4.4, 4.5, and 4.8 of this Agreement, the City shall pay him an early termination payment in a lump sum, minus withholdings required by law or authorized by Mr. DePasquale, in an amount equal to the remaining balance due on his contract period.

SECTION 6 - INDEMNIFICATION

6.1 To the fullest extent permitted by law, the City shall (1) defend, save harmless and indemnify the City Manager against any tort, professional liability, claim or demand, or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of his duties as City Manager, even if said claim has been made following his termination from employment, provided that the City Manager acted within the scope of his duties, and (2) shall pay the amount of any settlement or judgment rendered thereon. The City may compromise and settle any such claim or suit and will pay the amount of any settlement or judgment rendered thereon without recourse to the City Manager.

The City shall reimburse the City Manager for any attorneys’ fees and costs incurred by the City Manager in connection with such claims or suits involving the City Manager in his professional capacity.

This indemnification shall continue to apply to the City Manager after he leaves the employment of the City.

Indemnification of Mr. DePasquale shall not apply to any proceeding to terminate his employment as the City Manager pursuant to statute, or this Agreement, unless the City manager is found not to have violated section 5.2 of this agreement. Mr. DePasquale agrees to cooperate fully with the City and the City’s attorney in any claim, suit, or matter in which the City is indemnifying Mr. DePasquale. Mr. DePasquale shall be paid the existing daily rate for his position at the time of his retirement or other end of his service for time spent for testimony or consultation by or on behalf of the City in defense of such claims or actions. This Section 6.1 also applies with respect to claims, suits, or matters which arise out of Mr. DePasquale’s performance of his duties for the City prior to his position of City Manager.

In addition, the City agrees to review purchasing “Directors and Officers” liability insurance from an outside company for the City Manager as to coverage and cost. If the City Manager and the City Council agree on the purchase of such insurance after the City’s review, the City shall purchase such coverage at the City’s expense for the City Manager.

This Section 6 shall survive the termination of this Agreement.

SECTION 7 - GENERAL PROVISIONS

7.1 This Agreement constitutes the entire agreement between the City and Mr. DePasquale regarding the subject matter hereof and may be changed (amended, modified, or terms waived) only if mutually agreed to by the Parties and set forth in a writing approved by majority vote of the City Council and signed by the Mayor and by Mr. DePasquale, subject to the City Charter.

7.2 Notwithstanding the foregoing Section 7.1, above, the Parties agree that, to the extent not inconsistent with this Agreement and to the extent not expressly addressed by this Agreement, the general policies, rules, and regulations of the City which apply to its employees are incorporated herein.

7.3 Any notices pursuant to this Agreement shall be directed to Mr. DePasquale at his residence as identified in the City’s personnel records for Mr. DePasquale and made by in-hand delivery or by certified mail, return receipt requested. Any such notices shall be directed to the City and made by certified mail return receipt requested to the office of the Mayor.

7.4 This Agreement is governed by and shall be construed in accordance with the laws of the Commonwealth of Massachusetts and the City Charter.

7.5 Unless the Parties expressly agree in writing to extend or renew the employment relationship between the City and Mr. DePasquale subject to the City Charter, such employment relationship between the City and Mr. DePasquale shall terminate on July 5, 2022.

7.6 If any portion or provision of this Agreement is held unconstitutional, invalid, or unenforceable by any court of competent jurisdiction, the remainder of the Agreement will be considered severable, will not be affected, and will remain in full force and effect. The language of all parts of this Agreement shall be construed as a whole, according to its fair meaning, and not strictly for or against either Party.

7.7 Subject to this Agreement, all other general provisions of the City’s ordinances, rules or policies relating to uniform benefits for non-union management employees shall also apply to the City Manager in addition to the benefits enumerated herein for the City Manager.

In witness whereof, the City Council of the City of Cambridge has voted that

this agreement be entered into as duly attested by its City Clerk and Mr. DePasquale

has signed and executes this Agreement this 14th day of September, 2020.

CITY MANAGER ____________________ Louis A. DePasquale ____________________________ Anthony I. Wilson City Clerk Approved as to Legal Form ____________________________ Nancy E. Glowa City Solicitor

CITY OF CAMBRIDGE ____________________________ Sumbul Siddiqui, Mayor ____________________ Alanna M. Mallon, Vice Mayor ____________________________ Dennis J. Carlone ____________________________ Marc C. McGovern ____________________________ Patricia M. Nolan ____________________________ E. Denise Simmons ____________________________ Jivan Sobrinho-Wheeler ____________________________ Timothy J. Toomey, Jr. ____________________________ Quinton Y. Zondervan

---

["Redlined" Corrected Version]
EXTENSION TO EMPLOYMENT AGREEMENT
BETWEEN THE CITY OF CAMBRIDGE
AND
LOUIS A. DEPASQUALE

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.

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 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 January 13, 2023 July 5, 2022, the City Manager’s annual salary, based on a 2.5% annual increase, shall be as follows:

Dates	2.5% increase each July 1st.
January 9, 2021	$330,937.00
July 1, 2021	$339,210.00
July 1, 2022	$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.

4.3 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. He shall be eligible for the same holiday, personal and administrative leave benefits, and all such other benefits of employment, including but not limited to deferred compensation, flexible spending, longevity, managerial allowance, sick leave incentive pay, and tuition reimbursement, as are provided to other non-union management employees of the City, excluding any benefits which are provided only as a matter of individual employment contract with other employees.

4.4 Vacation Time

The City Manager shall be entitled to twenty-five (25) working days of vacation per contract year, exclusive of legal holidays. Such vacation shall be awarded at the beginning of each calendar year, as is the practice with other managerial employees. Subject to the second paragraph of this Section, the City Manager may carry over up to and including five (5) days of accrued unused vacation time from one contract year to the subsequent contract year, but in no event shall the City Manager carry forward more than five days of vacation in any one contract year. The City Manager may be compensated for up to fifteen (15) unused vacation days per year to be paid at his then current salary. If he elects to buy back such vacation time, he shall not be eligible to carry over any of the vacation time awarded for that year into the next calendar year.

The Parties further agree that at the time of his retirement or termination, Mr. DePasquale shall be eligible to be compensated, at his then existing rate of pay, for all of his accumulated vacation, personal, compensatory and administrative leave that remained unused at the time of retirement or termination and that was earned by him in the position of City Manager.

4.5 Sick Leave

The City Manager shall be entitled to fifteen (15) days sick leave awarded at the beginning of each calendar year, as is the practice with other non-union managerial employees. Sick leave shall accumulate unlimited, year to year. Sick leave use shall be subject to the same policies and rules as govern use by other non-union employees. Sick leave accumulated by the City Manager prior to the signing of this Agreement shall be carried into this Agreement. Upon his death, retirement, or termination under the terms of Section 5 of this agreement, the City Manager shall be eligible to be compensated for any unused sick leave at the rate then provided for management and non-union employees of the City.

4.6 Transportation

The City Manager shall be provided with the use of a City owned or leased automobile for the City Manager’s unrestricted use. Insurance, maintenance and repairs and gasoline in connection with the operation of said automobile shall be paid by the City. Upon termination of this Agreement and the City Manager’s employment with the City, he shall return the automobile to the City.

4.7 Cellular Phone and Equipment

The City Manager shall be provided with a cellular phone, tablet, lap top and other necessary devices to be used in accordance with his duties for the City. It is understood that some moderate personal use will be permitted in recognition of the City Manager’s work schedule. Upon termination of this Agreement and the City Manager’s employment with the City, he shall return the equipment to the City.

4.8 Compensatory Time

The City Manager acknowledges that he is frequently required or called upon to perform work outside of the normal office hours of the City and he commits to performing such work. The City Council recognizes that the City Manager’s hours require that he devote a great deal of time outside of the normal office hours of the City and the City shall permit the City Manager to earn and take up to three weeks of non-FLSA compensatory time off per year. One week of earned but unused compensatory time may be carried over from one Contract Year to the subsequent Contract Year, on a cumulative basis.

This provision shall survive the termination of this Agreement.

4.9 Life Insurance

The City Manager shall be covered by an insurance policy in the amount of $250,000 payable to the beneficiary/beneficiaries named by the City Manager. The insurance may include “whole life”, “paid up” or “cash value” insurance at the discretion of the City Manager. The premium cost of this insurance shall continue to be paid by the City after and throughout Mr. DePasquale’s retirement as part of his supplemental benefits pursuant to this agreement.

This provision shall survive the termination of this Agreement.

SECTION 5 – REMOVAL, TERMINATION AND SUSPENSION

5.1 Mr. DePasquale may terminate this Agreement and his employment with the City at any time by giving the Mayor and City Council written notice at least 4 (four) months prior to the effective date of termination. With the exception of payment for accrued unused vacation, and sick leave as provided in paragraphs 4.4 and 4.5 above, and other benefits, as provided in paragraphs 4.3 above, as well as the compensatory time as provided in paragraph 4.8 above and other accrued benefits as are due to Mr. DePasquale under the terms of this Agreement, Mr. DePasquale shall not be entitled to receive any other compensation or benefits after the date of termination under this Section 5.1.

5.2 Subject to the ADA and other applicable statutes, ordinances and laws, Mr. DePasquale may be suspended and/or removed as the City Manager, and this Agreement terminated, for “Cause,” by a majority vote of the City Council. For the purposes of this Agreement, the term “Cause” shall mean conviction of a felony; serious conduct unbecoming a City Manager; repeated inefficiency or incompetency in the performance of his duties as City Manager; provided however, that the City Council has given prior written notice to Mr. DePasquale of any such misconduct, inefficiency or incompetency and thirty (30) days to cure any such alleged misconduct, inefficiency or incompetency. With the exception of payment for accrued unused vacation, and sick leave as provided in paragraphs 4.4 and 4.5 above, and other benefits, as provided in paragraph 4.3 above, as well as the compensatory time as provided in paragraph 4.8 above and other accrued benefits as are due to Mr. DePasquale under the terms of this Agreement, Mr. DePasquale shall not be entitled to receive any other compensation or benefits after the date of termination under this Section 5.2.

5.3 Mr. DePasquale may be removed as City Manager, and this Agreement terminated at any time for any reason by majority vote of the City Council. If such termination is not for “Cause” pursuant to Section 5.2 of this Agreement, and Mr. DePasquale is willing and able to perform his duties under this Agreement, in addition to the other payments specified in Sections 4.3, 4.4, 4.5, and 4.8 of this Agreement, the City shall pay him an early termination payment in a lump sum, minus withholdings required by law or authorized by Mr. DePasquale, in an amount equal to the remaining balance due on his contract period.

SECTION 6 - INDEMNIFICATION

6.1 To the fullest extent permitted by law, the City shall (1) defend, save harmless and indemnify the City Manager against any tort, professional liability, claim or demand, or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of his duties as City Manager, even if said claim has been made following his termination from employment, provided that the City Manager acted within the scope of his duties, and (2) shall pay the amount of any settlement or judgment rendered thereon. The City may compromise and settle any such claim or suit and will pay the amount of any settlement or judgment rendered thereon without recourse to the City Manager.

The City shall reimburse the City Manager for any attorneys’ fees and costs incurred by the City Manager in connection with such claims or suits involving the City Manager in his professional capacity.

This indemnification shall continue to apply to the City Manager after he leaves the employment of the City.

Indemnification of Mr. DePasquale shall not apply to any proceeding to terminate his employment as the City Manager pursuant to statute, or this Agreement, unless the City manager is found not to have violated section 5.2 of this agreement. Mr. DePasquale agrees to cooperate fully with the City and the City’s attorney in any claim, suit, or matter in which the City is indemnifying Mr. DePasquale. Mr. DePasquale shall be paid the existing daily rate for his position at the time of his retirement or other end of his service for time spent for testimony or consultation by or on behalf of the City in defense of such claims or actions. This Section 6.1 also applies with respect to claims, suits, or matters which arise out of Mr. DePasquale’s performance of his duties for the City prior to his position of City Manager.

In addition, the City agrees to review purchasing “Directors and Officers” liability insurance from an outside company for the City Manager as to coverage and cost. If the City Manager and the City Council agree on the purchase of such insurance after the City’s review, the City shall purchase such coverage at the City’s expense for the City Manager.

This Section 6 shall survive the termination of this Agreement.

SECTION 7 - GENERAL PROVISIONS

7.1 This Agreement constitutes the entire agreement between the City and Mr. DePasquale regarding the subject matter hereof and may be changed (amended, modified, or terms waived) only if mutually agreed to by the Parties and set forth in a writing approved by majority vote of the City Council and signed by the Mayor and by Mr. DePasquale, subject to the City Charter.

7.2 Notwithstanding the foregoing Section 7.1, above, the Parties agree that, to the extent not inconsistent with this Agreement and to the extent not expressly addressed by this Agreement, the general policies, rules, and regulations of the City which apply to its employees are incorporated herein.

7.3 Any notices pursuant to this Agreement shall be directed to Mr. DePasquale at his residence as identified in the City’s personnel records for Mr. DePasquale and made by in-hand delivery or by certified mail, return receipt requested. Any such notices shall be directed to the City and made by certified mail return receipt requested to the office of the Mayor.

7.4 This Agreement is governed by and shall be construed in accordance with the laws of the Commonwealth of Massachusetts and the City Charter.

7.5 Unless the Parties expressly agree in writing to extend or renew the employment relationship between the City and Mr. DePasquale subject to the City Charter, such employment relationship between the City and Mr. DePasquale shall terminate on July 5, 2022.

7.6 If any portion or provision of this Agreement is held unconstitutional, invalid, or unenforceable by any court of competent jurisdiction, the remainder of the Agreement will be considered severable, will not be affected, and will remain in full force and effect. The language of all parts of this Agreement shall be construed as a whole, according to its fair meaning, and not strictly for or against either Party.

7.7 Subject to this Agreement, all other general provisions of the City’s ordinances, rules or policies relating to uniform benefits for non-union management employees shall also apply to the City Manager in addition to the benefits enumerated herein for the City Manager.

In witness whereof, the City Council of the City of Cambridge has voted that this agreement be entered into as duly attested by its City Clerk and Mr. DePasquale has signed and executes this Agreement this _____ day of _________________, 20___.

CITY MANAGER ____________________ Louis A. DePasquale ____________________________ Anthony I. Wilson City Clerk Approved as to Legal Form ____________________________ Nancy E. Glowa City Solicitor

CITY OF CAMBRIDGE ____________________________ Sumbul Siddiqui, Mayor ____________________ Alanna M. Mallon, Vice Mayor ____________________________ Dennis J. Carlone ____________________________ Marc C. McGovern ____________________________ Patricia M. Nolan ____________________________ E. Denise Simmons ____________________________ Jivan Sobrinho-Wheeler ____________________________ Timothy J. Toomey, Jr. ____________________________ Quinton Y. Zondervan

O-2     Sept 21, 2020
VICE MAYOR MALLON
MAYOR SIDDIQUI
COUNCILLOR SIMMONS
COUNCILLOR NOLAN
WHEREAS: On Sept 10th, 2020, Governor Charlie Baker announced he would sign an executive order allowing municipalities to extend the outdoor dining permitting season past its original expiration date of November 1st to support struggling restaurants as the weather turns cooler; and
WHEREAS: The City of Cambridge recently announced it will be extending the outdoor dining season even beyond the Governor’s executive order, provided restaurants can safely operate and provide snow removal when necessary; and
WHEREAS: As residents may feel apprehensive about indoor restaurant dining, and as third party food delivery service fees present a significant financial burden for restaurants, encouraging outdoor dining and easing permitting barriers is a crucial way the City can support local small businesses; and
WHEREAS: Restaurants will need access to propane heaters in order to attract outdoor diners as we enter into the colder fall and winter months; and
WHEREAS: The successful 2018 Patio Heater Pilot Program in Harvard Square, which allows restaurants to use portable propane heaters outdoors after obtaining the required permits, was positively received by both the local business community and by the Fire Department, and was later expanded to include all Cambridge businesses; and
WHEREAS: To truly support struggling small businesses, the City should remove permit fees for propane heater applications as they have done in Boston, as well as create an expedited propane heater permitting process, similar to the expedited permitting process it previously offered to local restaurants hoping to create or expand outdoor dining space; and
WHEREAS: Supplying propane heaters to restaurants free of charge, and providing a centralized location for them to pick up, refill, or drop off empty propane tanks would help uplift small businesses that are struggling financially, and protect the vitality of our Main Street economy; and
WHEREAS: As this year’s outdoor dining season has been extended, and as outdoor dining will likely be a popular option next spring since COVID-19 vaccines are not expected to be widely available until mid-2021, the City must develop clear public health guidelines for outdoor dining to both protect restaurant workers, and ensure diners feel safe when supporting local businesses; and
WHEREAS: Expediting permitting, reducing financial barriers, and providing clear outdoor dining public health guidelines for restaurants aligns with the Envision Cambridge goal of “[ensuring] local businesses of different types, sizes, and growth stages are able to start, grow, and remain in Cambridge”; now therefore be it
ORDERED: That the City Manager be and hereby is requested to confer with the License Commission, the Fire Department, the Small Business Advisory Committee, and the local neighborhood business associations to determine the feasibility of creating a free and expedited permitting process to all restaurants to use outdoor heat lamps; and be it further
ORDERED: That the City Manager be and hereby is requested to confer with the Department of Public Works (DPW), the Fire Department, the Small Business Advisory Committee, and the local neighborhood business associations to determine the feasibility of purchasing propane heaters to loan to local restaurants, and of storing propane tanks at DPW headquarters at 147 Hampshire Street or another City owned location; and be it further
ORDERED: That the City Manager be and hereby is requested to confer with the Public Health Department, the Small Business Advisory Committee, and the local neighborhood business associations to develop outdoor dining public health guidelines; and be it further
ORDERED: That the City Manager be and hereby is requested to report back on this matter by the Oct 5th, 2020 regular City Council meeting.

O-3     Sept 21, 2020
MAYOR SIDDIQUI
VICE MAYOR MALLON
COUNCILLOR CARLONE
COUNCILLOR MCGOVERN
WHEREAS: The City of Cambridge has employed several strategies to reduce the spread of COVID-19 through increased testing, contact tracing and mask and social distancing practices; and
WHEREAS: Due to these strategies, Cambridge’s COVID-19 positivity rate has dropped from its peak of a 36.7 cases per day on a seven-day moving average in April, to now a 4.4 cases per day on seven-day moving average in September; and
WHEREAS: One strategy to understand the impact of COVID-19 in our community more comprehensively is to capture the prevalence of antibodies in Cambridge residents; and
WHEREAS: Serology testing is the test that looks for proteins in the blood called antibodies, which are produced in response to the presence of the virus, and the presence of these proteins indicate that someone’s had the virus in the past; and
WHEREAS: Serology testing is one part of a strategic, holistic approach to measuring the impact of COVID-19 in Cambridge, and is critical to inform our efforts to prevent the spread of the virus, as antibodies might also help us fight infections in the future; and
WHEREAS: As we move forward through the next phases of the COVID-19 pandemic, it would be prudent to collect antibody information to thoroughly understand what the virus is doing in our community in order to get ahead and control it; and
WHEREAS: Cities like Houston, Texas and Providence, Rhode Island, have launched an Antibody Testing Program to conduct random surveys and testing of individuals in their community; and
WHEREAS: To date, Houston’s Public Health Department and Fire Department have randomly sampled 420 homes across 60 census block groups with high and low COVID-19 positivity rates; and
WHEREAS: The levels of antibodies can decrease over time, so antibody testing in multiple rounds is critical to collect the most accurate data; and
WHEREAS: Antibody testing programs can become costly, and similar antibody testing programs have received financial assistance from the CDC to carry out the labor and testing costs associated with this important data collection; and
WHEREAS: As we enter the winter months, battling both influenza and COVID-19, antibody testing for COVID-19 would be pertinent information to use as we assess our City’s strategies against COVID-19 moving forward; now therefore be it
ORDERED: That the City Manager be and hereby is requested to confer with Claude Jacob, Chief Public Health Officer, as to the feasibility of creating such a program and report back to the City Council on this matter by Oct 12, 2020.

O-6     Sept 21, 2020  Amended
COUNCILLOR ZONDERVAN
COUNCILLOR MCGOVERN
MAYOR SIDDIQUI
COUNCILLOR NOLAN
VICE MAYOR MALLON
COUNCILLOR CARLONE
COUNCILLOR SIMMONS
COUNCILLOR SOBRINHO-WHEELER
COUNCILLOR TOOMEY
WHEREAS: Abutting tenants are not currently notified of proceedings at various city boards, commissions, and advisory committees, including (but not limited to) the Planning Board, the Board of Zoning Appeals, and the Historical Commission; and
WHEREAS: Abutting tenants would greatly benefit from having such notice whenever it is given to property owners; now therefore be it
ORDERED: That the City Manager be and hereby is requested to notify all tenants of abutting properties whenever property owners are notified, addressing them by name if known or as “RESIDENT” if not.

O-7     Sept 21, 2020
COUNCILLOR SOBRINHO-WHEELER
COUNCILLOR NOLAN
COUNCILLOR ZONDERVAN
COUNCILLOR MCGOVERN
WHEREAS: The Charles River is an invaluable regional asset providing a host of benefits to the City of Cambridge and those who live and work here, including recreational opportunities, tourism, ecological benefits, and increased climate resilience; and
WHEREAS: Cambridge residents enjoy a multitude of recreational opportunities on and along the Charles River, including rowing, boating, swimming, fishing, walking, biking, and running. To be able to engage in all of these activities, Cambridge residents rely on the Charles River being clean and safe; and
WHEREAS: These uses and benefits are possible today because significant resources have been invested over decades in restoring water quality in the Charles River. As climate change brings more extreme heat to our region, the benefits provided by the Charles River will only become more critical; and
WHEREAS: Stormwater runoff, which carries phosphorus pollution, is the most significant threat to the health of the Charles River today. Phosphorus carried by stormwater into the Charles River degrades water quality and causes blooms of cyanobacteria, or blue-green algae; and
WHEREAS: Cyanobacteria blooms are known to cause health effects including skin rashes, fever-like symptoms, respiratory or gastrointestinal distress, and in extreme cases, paralysis leading to death; and
WHEREAS: Data indicate that cyanobacteria blooms are worsening each year and that the duration of the blooms is increasing, which threatens safe recreation and public health along all 80 miles of the Charles River, including the Cambridge section of the river. In 2020, the Lower Basin, which is adjacent to Cambridge, has had a public health advisory in place since June 24; and
WHEREAS: Currently-unregulated commercial, industrial, and large multi-unit developments, which make up only 20% of the land area in the Charles River watershed, contribute 50% of the stormwater pollution entering the Charles River. The ecological health of the Charles River cannot be fully restored unless these pollution sources are regulated under the Clean Water Act. Requiring large stormwater pollution sources to obtain permits under the Clean Water Act would also support the significant investments being made by municipalities to reduce stormwater runoff and phosphorus pollution; and
WHEREAS: In 2019, Charles River Watershed Association and Conservation Law Foundation petitioned the U.S. Environmental Protection Agency (EPA) to regulate large properties polluting the Charles River with stormwater runoff under the Clean Water Act; and
WHEREAS: EPA has indicated that it would like to engage with key stakeholders and explore the development of a workable and practical permitting approach, and has solicited feedback from relevant parties, including affected municipalities; now therefore be it
RESOLVED: That the City Council go on record in support of requiring large sources of stormwater pollution in the Charles River watershed to obtain permits under the Clean Water Act in order to reduce phosphorus pollution and protect the health of the Charles River and those who use it.