HomeMy WebLinkAboutCM Employment Agr.; Jim Schutz; City Manager 2015circ of Agenda Item No: 5. e
no 1� Meeting Date: March 16, 2015
SAN RAFAEL CITY COUNCIL AGENDA REPORT
Department: CITY MANAGER
Prepared by: Rob Epstein City Attorney City Manager Approval --77
SUBJECT: Resolution of the City Council of the City of San Rafael
Appointing James M. Schutz City Manager and Approving and Authorizing
the Mayor to Execute an Employment Agreement to Take Effect on August
1, 2015
RECOMMENDATION: Adopt Resolution as presented.
BACKGROUND: On January 16, 2015, current City Manager Nancy Mackle
announced her retirement. Her last day will be July 31, 2015. The City Council met in
closed session on February 17, 2015 to discuss appointment of a new City Manager,
and agreed that the City's current Assistant City Manager, Jim Schutz was their desired
candidate for the position.
Jim Schutz has worked in municipal government for about 25 years in cities as small as
20,000 residents and as large as a million residents. He has been San Rafael's
Assistant City Manager since January 2007, and also served as the Interim City
Manager in 2010/2011. Jim has excelled in these roles, leading to his recognition in
2012 as the recipient of the League of California Cities' "John H. Nail Memorial Award"
for distinguished community leadership. The John H. Nail award is presented to one
person statewide each year, and is the highest honor in the State of California for
assistant city managers.
Jim brings a wide range of experience to the City Manager position. He has a Master of
City and Regional Planning degree from Cal Poly San Luis Obispo and a Bachelor's
degree from the University of California Santa Barbara in Environmental Studies with a
concentration in City Planning. He also has a Sustainable Practices Certificate from the
School of Business and Leadership at Dominican University of California in San
Rafael. Between college and grad school, Jim served two years in the US Peace Corps
in West Africa.
FOR CITY CLERK ONLY
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SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2
Prior to his work in city management, Jim focused much of his career on community
and economic development. Over the past eight years, he has had direct management
oversight of the Department of Human Resources (including overseeing all employee
relations issues), Information Technology, Parking Services, the Office of Emergency
Services, the Sustainability program, and other special projects. Jim has been the lead
staff to the City Council's Pension/OPEB Subcommittee, has been working closely with
the Facilities Subcommittee on managing the Essential Facilities projects with Measure
E funding, and has worked to implement the Climate Change Action Plan and the newly
created Community Engagement Action Plan. Jim serves as strategic support to the
City Manager on financial issues including budgeting and strategic financial planning
such as creating the City's Recession Action Plan, which helped guide the city through
the Great Recession.
Jim and his family have lived in the Terra Linda neighborhood of San Rafael for the
past eight years.
ANALYSIS:
The Council met in closed session on March 2, 2015 and March 11, 2015 to give
direction to its designated negotiators, Mayor Phillips and Vice -Mayor McCullough,
concerning desired terms for Jim Schutz's employment. Mayor Phillips and Vice -Mayor
McCullough thereafter met separately with Mr. Schutz to negotiate the terms of
employment, including the terms of compensation. This report provides for the
approval of an Employment Agreement that resulted from those negotiations, attached
as Exhibit "A" to the Resolution in this report.
As proposed in the attached Employment Agreement, Jim Schutz would become City
Manager on August 1, 2015. The terms of employment are largely unchanged from the
terms of the current City Manager's employment agreement. Base salary will be
$208,668, the same salary Nancy Mackle will be receiving at the time of her retirement,
and other compensation items --a Deferred Compensation contribution of $15,000
annually, a Management Allowance as provided to other management employees
(currently 4.59% of salary), a term life insurance policy of $250,000, and a $400 per
month automobile allowance—are also identical to those provided to Ms. Mackle. In
addition, the City Manager will continue to pay the entire employee share of Pension-
MCERA contributions.
However, there are some key changes from Ms. Mackle's employment agreement,
such as the following, some of which could result in savings to the City:
Vacation hours: Previously, the City Manager's vacation accrual was not
capped. The new contract will cap the vacation accrual at the same level
applicable to other management employees.
Severance pay: Previously, the City Manager had a 12 month severance
payment if terminated. The new contract cuts that in half.
SAN RAFAEL CITY COUNCIL AGENDA REPORT / PaLre: 3
Compensation: Previously, the City Manager had a guarantee of earning at least
15% more than the highest Department Director. The current contract removes
this provision.
Separation for Cause: The new contract expands the City's rights under certain
"Separation for Cause" scenarios.
FISCAL IMPACT: There is no fiscal impact to this decision as the current budget
reflects the cost of total compensation reflected in the Employment Agreement. There
is no increase in total compensation from the current City Manager's agreement.
ACTION REQUIRED: Adopt Resolution as presented.
ATTACHMENT A: Resolution with Proposed Employment Agreement with James M.
Schutz
RESOLUTION NO. 13896
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL
APPOINTING JAMES M. SCHUTZ CITY MANAGER AND APPROVING AND
AUTHORIZING THE MAYOR TO EXECUTE AN EMPLOYMENT
AGREEMENT TO TAKE EFFECT AUGUST 1, 2015
WHEREAS, James M. Schutz has been employed by the City for eight years, providing
exemplary service during that time as Assistant City Manager and Interim City Manager; and
WHEREAS, the City Council met with the City Attorney in closed session on February
17, 2015 to discuss the appointment of a new City Manager, and determined that James M.
Schutz was their desired candidate to replace retiring City Manager Nancy Mackle; and
WHEREAS, the City Council designated an ad hoc subcommittee, consisting of Mayor
Phillips and Vice -Mayor McCullough, and met in closed session on March 2, 2015 and on
March 11, 2015 to provide them with direction as to acceptable terms for an employment
agreement for a new City Manager, including the terms of compensation; and
WHEREAS, the Council's designated negotiators met with James M. Schutz to
negotiate the terms of an agreement for his employment as City Manager, including the terms
of compensation; and
WHEREAS, at its regular meeting on March 16, 2015, the City Council considered, as
an item of new business, the appointment of James M. Schutz as City Manager pursuant to
the draft employment agreement attached hereto as Exhibit "A" and incorporated herein by
reference (the "Employment Agreement"); and
WHEREAS, the City Council desires to appoint James M. Schutz as the City Manager
for the City of San Rafael and, accordingly, to enter into the Employment Agreement with
James M. Schutz; and
WHEREAS, James M. Schutz is qualified and willing to perform the duties and services
of the position of City Manager in San Rafael.
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
1. The City Council hereby appoints James M. Schutz to serve as the City Manager for the
City of San Rafael, effective August 1, 2015.
2. The City Council hereby approves the Employment Agreement between the City and
James M. Schutz in the form attached hereto as Exhibit "A", and directs the Mayor to
Page 1 of 2
execute the Employment Agreement.
I, Esther Beirne, City Clerk of the City of San Rafael, hereby certify that the foregoing
resolution was duly and regularly introduced and adopted at a regular meeting of the City
Council of said City held on the 16th day of March, 2015, by the following vote, to wit:
AYES: COUNCILMEMBERS: Colin, Gamblin, McCullough & Mayor Phillips
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Bushey
Esther Beirne, City Clerk
Page 2 of 2
CITY MANAGER EMPLOYMENT AGREEMENT
Between the City of San Rafael and
James M. Schutz
March 16, 2015 (Effective August 1, 2015)
TABLE OF CONTENTS
1) PARTIES, DATES AND OTHER
RECITALS......................................................................................................................... 3
2) EMPLOYMENT............................................................................................. ..... 3
................
3) TERM..................................................................................................................................3
4) COMMITMENTS AND UNDERSTANDINGS......................................................................3
A) CITY MANAGER'S COMMITMENTS........................................................................... 3
(1) Duties & Authority............................................................................. ........ ... 3
(2) Hours of Work........................................................................................................ 4
(3) Disability or Inability to Perform........................................................................... 5
B) CITY COMMITMENTS.................................................................................................. 5
C) MUTUAL COMMITMENTS........................................................................................... 6
(1) Performance Evaluation....................................................................................... 6
5) COMPENSATION.............................................................................................................. 7
A) COMPENSATION REQUIRED EMPLOYER COSTS ..........................................
(1) Base Salary............................................................................................................ 7
(2) Required Employer Costs ............................................. .... 7
...................................
B) BENEFITS....................................................................................................7
(1) Holidays.................................................................................................................. 7
(2) Leave Allowance................................................................................................ 7
(3) Automobile........................................................................................................... 8
(4) Benefits that Accrue to Other Employees.......................................................... 8
6) SECURITY....................................................................................................... ............8
A) PENSIONS - (MCERA)............................................................................................... 8
B) Deferred Compensation........................................................................................... 8
C) INSURANCE.......................................................................................... ......... 9
(1) Disability Insurance............................................................................................ 9
(2) Life Insurance...................................................................................................... 9
Exhibit "A"
7) SEPARATION................................................................................................................... 9
A) RESIGNATION RETIREMENT................................................................................... 9
B) TERMINATION& REMOVAL ......................................................
C) SEVERANCE PAY....................................................................................................... 9
D) INVOLUNTARY RESIGNATION..................................................................................10
E) SEPARATION FOR CAUSE....................................................................................... 10
F) PAYMENT OF UNSUED LEAVE BALANCE..............................................................10
8) MISCELLANEOUS PROVISIONS.................................................................................... 10
A) AMENDMENTS...................................................................................
10
B) CONFLICT OF INTEREST...........................................................................................10
C) INDEMNIFICATION.........................................................................
D) SEVERABILITY...........................................................................................................
12
E) LAWS AFFECTING TITLE.........................................................................................
12
F) JURISDICTION AND VENUE.....................................................................................
12
G) ENTIRE AGREEMENT................................................................................................
12
H) NOTICE.......................................................................................................................
12
EXECUTION.....................................................................................................................13
CITY MANAGER EMPLOYMENT AGREEMENT
Between the
City of San Rafael
and
James M. Schutz
1) Parties, Date, and Other Recitals - This Agreement is entered into as of March 16,
2015, and will take effect beginning August 1, 2015, by and between the City of San
Rafael a municipal corporation ("the City"), and James M. Schutz ("Schutz" or "City
Manager"). The City and the City Manager are sometimes individually referred to as a
"Party" and collectively as "Parties."
A) The City requires the services of a City Manager.
B) The City Manager has the necessary education, experience, skills, and expertise to
serve as the City's City Manager.
C) The City Council of the City desires to employ the City Manager to serve as the
City Manager of City.
D) The Parties desire to execute this Agreement pursuant to the authority of and
subject to the provisions of Government Code Section 53260 et seq.
E) In consideration of these Recitals and the performance by the Parties of the
promises, covenants, and conditions herein contained, the Parties agree to the
terms set forth in this Agreement.
2) Employment - The City hereby employs Schutz as its City Manager, and Schutz
hereby accepts such employment on the terms and conditions that are recited herein.
3) Term -
Initial Term — The Initial Term shall be for a period of 60 months commencing on
August 1, , 2015 and continuing August 1, 2020, (the initial "Termination Date");
provided, however, that the parties hereto may, by written agreement and
modification of this paragraph extend the term provided herein. With at least one
year remaining on Agreement, parties will meet and discuss a potential extension.
4) Commitments and Understandings
A) City Manager's Commitments
(1) Duties & Authority
(a) The City Manager shall be the chief executive officer of the City and be
responsible to the City Council for the proper administration of all affairs of
the City.
(b) The City Manager shall perform all of the duties of the City Manager as set
forth in Section 2.08 of the San Rafael Municipal Code, applicable
provisions of the California Government Code, and City policies and
procedures approved by the City Council, as may be provided from time to
time. The City Council has designated and may also designate the City
Manager as the chief executive of other City -related legal entities. Such
other legal entities include financing authorities and joint powers
authorities.
(c) The City Manager shall administer and enforce policies established by the
City Council and promulgate 'rules and regulations as necessary to
implement such policies. To accomplish this, the City Manager shall and
shall be required to:
(i) Attend all meetings of the City Council, unless excused by the Mayor.
(ii) Review all agenda documents before preparing the agenda for all
regular or special meetings of the City Council.
(iii) Direct the work of all appointive City officers and departments.
(iv) Endeavor to implement changes that the City Manager believes will
result in greater efficiency, economy, or improved public service in the
administration of City affairs.
(v) From time to time, recommend to the City Council adoption of such
measures as the City Manager may deem necessary or expedient for
the health, safety, or welfare of the community, or for the improvement
of administrative services. The City Manager shall conduct research in
administrative practices in order to bring about greater efficiency and
economy in City government, and develop and recommend to the City
Council long-range plans to improve City operations and prepare for
future City growth and development.
(vi) From time to time, and based on the City Manager's best judgment,
propose to the City Council the consolidation or combination of
offices, positions, departments, or units under the City Manager's
jurisdiction. The City Manager may be the head of one or more City
departments.
(vii) Provide management training and develop leadership qualities
among department heads and staff as necessary to build a City
management team that can plan for and meet future challenges.
(viii) Exercise control of City government in emergencies as authorized by
the Municipal code and California law.
(2) Hours of Work
(a) The City Manager is an exempt employee. The City Manager is expected to
engage in those hours of work that are necessary to fulfill the obligations of the
position. The position does not have set hours of work and the City Manager is
expected to be available, as necessary, at all times.
(b) It is recognized that the City Manager must devote substantial time to the
business of the City, outside of the City's customary business hours, and to
that end the City Manager's schedule of work each day and week shall vary
in accordance with the work required to be performed. The City Manager
shall spend sufficient hours on site to perform his duties; however, the City
Manager has discretion over the City Manager's work schedule and work
location.
(c) The City Manager shall not spend more than 12 hours per month in
teaching, consulting, speaking, or other non -City connected business for
which compensation is paid without the express prior written consent of the
City Council.
(3) Disability or Inability to Perform
(a) In the event the City Manager becomes mentally or physically incapable of
performing the City Manager's functions and duties taking into account
reasonable accommodation, and it reasonably appears such incapacity will
last for more than six months, the City Council may terminate the City
Manager. If the City Council does elect to terminate the City Manager due
to incapacity, the City Manager shall receive all severance benefits
provided in Section 7.0 below.
B) City Commitments
(1) The City shall provide the City Manager with the compensation, incentives, and
benefits specified in this Agreement, as from time to time may be amended
with written consent of both parties.
(2) The City shall provide the City Manager with a private office, administrative
support, staff, office equipment, supplies, automobile allowance, and all other
facilities and services reasonably necessary for the performance of his duties.
(3) The City shall pay for (or provide the City Manager reimbursement for) all actual
business expenses. The City shall provide the City Manager a City credit card
to charge appropriate and lawful City business expenses.
(4) The City agrees to pay the professional dues, subscriptions, travel, and
subsistence expenses on behalf of the City Manager which are necessary for
the City Manager's continuation and full participation in national, regional, state,
or local associations and organizations necessary and desirable for the City
Manager's continued professional growth and advancement. Said
reimbursement includes governmental groups and committees upon which the
City Manager serves or may serve as a member. Said expenses may also be
reimbursed or paid for on behalf of the City Manager for short courses,
institutes and seminars that are necessary for the professional development of
the City Manager
(5) Given the importance of technological tools to the effective and efficient conduct
of the City's business, the City shall provide computer, laptop computer, printer,
high-speed internet access, cellular phone, IPad or subsequent type devices,
electronic calendar, fax, copy machine and similar devices to the City Manager
at the City's expense, both at the City Manager's office and at the City
Manager's residence as needed to carry out the duties of the position. All such
equipment shall remain the property of the City.
(6) The City Council sets policy for the governance and administration of the City,
and it implements its policies through the City Manager.
(7) The City Council recognizes that to meet the challenges facing the City it must
exercise decisive policy leadership. As one step in carrying out this leadership
responsibility, the City Council commits to spending time each year outside of
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regular City Council meetings to work with the City Manager and staff on
setting goals and priorities for the City government, and to work on issues that
may be inhibiting the maximal achievement of City goals.
(8) Except for the purpose of inquiry, the City Council and its members shall deal
with all subordinate City employees, officers, contractors, and consultants
solely through the City Manager or the City Manager's designee, and neither
the City Council nor any member thereof shall give orders to any subordinate of
the City Manager, either publicly or privately.
(9) The City Council agrees none of its individual members will order the
appointment or removal of any person to any office or employment under the
supervision and control of the City Manager.
(10) The City Council agrees that any criticism of a City staff member shall be done
privately through the City Manager.
(11) Neither the City Council nor.any of its members shall interfere with the execution
of the powers and duties of the City Manager. The City Manager shall take orders
and instructions from the City Council only when it is sitting as a body in a lawfully
held meeting.
C) Mutual Commitments
(1) Performance Evaluation
(a) Annual performance evaluations are an important way for the City Council
and City Manager to ensure effective communications about expectations
and performance.
(b) The City Council recognizes that for the City Manager to respond to its
needs and to grow in the performance of the City Manager's job, the City
Manager needs to be advised how the City Council members evaluate the
City Manager's performance.
(c) To assure that the City Manager receives this information, the City Council
shall conduct an evaluation of the City Manager's performance at least
once each year and during the first year the City Council shall evaluate
Schutz after six months. The City Council and the City Manager agree that
performance evaluations, for the purpose of mid -course corrections, may
occur quarterly or several times during each calendar year. In addition, the
City Council may choose to establish a sub -committee to meet with the City
Manager periodically over the course of each year to measure progress on
stated goals and priorities. The annual evaluation shall occur between
June and July of each year.
(d) The annual review and evaluation shall be in accordance with specific
criteria developed jointly by the City Council and the City Manager. Such
criteria may be added to or deleted as the City Council may from time to
time determine in consultation with the City Manager.
(i) The City Council and the City Manager shall define such goals and
performance objectives as they mutually determine are necessary for
the proper operation of the City for the attainment of the City Council's
policy objectives, and the City Council and the City Manager shall
6
further establish a relative priority among those goals and
performance objectives.
5) COMPENSATION - The City agrees to provide the following compensation to the City
Manager during the term of the agreement:
A) Compensation & Required Employer Costs
(1) Base Salary
(a) The annual salary for the position of City Manager shall be $208,668„ the
same salary the retiring City Manager will be receiving at the time of her
separation.
(b) The City Council shall review the manager's salary and benefits annually
and may consider performance bonuses or salary adjustments at the sole
discretion of the City Council. Based upon the Manager's performance and
availability of funds, it is the intent of the City Council to compensate the
Manager in a manner consistent with the nature and scope of the assigned
duties and responsibilities and in light thereof to endeavor to make the
Manager the highest paid City Manager in the County of Marin.
(2) Required Employer Costs
(a) Federal Insurance Contributions Act (FICA) (if applicable).
(b) Medicare.
(c) Unemployment Compensation.
(d) The cost of any fidelity or other bonds required by law for the City Manager.
(e) The cost to defend and indemnify the City Manager as provided in Section
8.0 below.
(f) Workers Compensation.
B) Benefits
(1) Holidays - The City Manager is entitled to paid holidays in accordance with the
provisions of the salary and benefit plan for the Unrepresented Executive
Management Group.
(2) Leave Allowance
(a) The City Manager shall receive the same vacation accrual and benefits as
provided to the Unrepresented Executive Management class of City
employees.
(b) The City Manager shall receive the same sick leave accrual and benefits as
provided to the Unrepresented Executive Management class of City
employees. Sick Leave accrual is based upon tenured employment with
the City.
(c) City Manager shall be entitled to administrative leave per year in accordance
with the provisions of the Salary and Benefit Plan for the Unrepresented
Executive Management Group.
(d) All vacation, administrative and sick leave hours already accumulated by the
City Manager during the time of his previous positions of employment with
the City of San Rafael are carried forward and made applicable in the new
position as City Manager.
(3) Automobile - The City Manager shall be provided a monthly automobile
allowance of $400.00 in exchange for making his vehicle available for the City
Manager's own use and for City -related business and/or functions during,
before, and after normal work hours. Said allowance is intended to defray costs
that the City Manager incurs in utilizing his personal vehicle for City business.
The automobile allowance shall appear on the City Manager's payroll stub as
ordinary income and part of his salary, but shall not be considered part of the
City Manager's base salary for purposes of this Agreement.
(4) Benefits that Accrue to Other Employees - The City Manager shall be entitled to
all benefits, rights, and privileges accorded to non-public safety City
Department Directors, including, but not limited to, group health and dental
insurance, except as otherwise provided in this Agreement. If there is any
conflict between this Agreement and any resolution fixing compensation and
benefits for non-public safety City Department Directors or other unclassified
employees, this Agreement shall control. As is past practice, this paragraph is
intended to include salary and salary -related compensation. City Manager
shall receive at least the same salary and salary -related adjustments as
provided to the Unrepresented Executive Management class of City
employees.
6) SECURITY
A) Pensions - Marin County Employee Retirement Association (MCERA)
(1) City will pay only the City's Share for participation in the Marin County
Employee Retirement Association. The City Manager shall pay the employee
share. Should City Manager retire from City, his future MCERA pension and
retiree health insurance benefits shall be the same as they are at the date of
this Agreement, unless required by changes in State or Federal law. Also,
should current pension vesting rules change, such as through the California
voter Initiative process, City Manager may be treated like any other City
employee at the sole discretion of the City Council.
B) Deferred compensation
(1) Section 457 Plan.
(a) The City will make, in January of each year, an annual contribution equal to
$15,000 a year and as allowed by the Internal Revenue Code and its
related regulations (excluding any age-related and catch-up provisions that
are now or may in the future become applicable) into a qualified Section
457 Plan from one of the City approved plans as selected by the City
Manager.
(2) Management Allowance
9
(a) The City will make available and contribute amounts each pay period to a
Management Allowance, consistent with the contributions made for
employees in the Unrepresented Executive Management Group.
(3) Internal Revenue Code Compliance - All provisions of Sections 5.A and 5.13 are
subject to the provisions and limitations of the Internal Revenue Code and its
related regulations as amended from time to time. No requirement of any
provision of Sections 5.A and 5.13 shall be effective if it would violate any
provision of the Internal Revenue Code or its related regulations, and the
inability of the City to effectuate such requirements shall not constitute a breach
of this Agreement.
C) Insurance
(1) Disability Insurance. Long Term Disability insurance is to be provided as
stipulated in the Unrepresented Management Resolution.
(2) Life Insurance. Term life insurance in the amount of $250,000, with the premium
to be paid by the City, payable to a beneficiary the City Manager designates.
7) SEPARATION
A) Resignation Retirement - The City Manager may resign at any time and agrees to give
the City at least 45 days advance written notice of the effective date of his resignation,
unless the Parties otherwise agree in writing. If the City Manager retires from full
time public service with the City, the City Manager may provide six months'
advance notice. The City Manager's actual retirement date will be mutually
established.
B) Termination & Removal —
(1) While this Agreement contains reference to an initial 60 month term in Section 3
above, it is expressly understood that the Manager is an at -will employee of the
City, servicing at the pleasure of the City Council as provided in Government
Code Section 36506.
(2) The City Council may remove the City Manager at any time, with or without
cause, by a majority vote of its members. Notice of termination shall be
provided to the City Manager in writing. Termination as used in this Section
shall also include a request that the City Manager resign, a reduction in salary
or other financial benefits of the City Manager, a material reduction in the
powers and authority of the City Manager, or the elimination of the City
Manager's position. Given the at -will nature of the position of City Manager, an
important element of the employment agreement pertains to termination. It is in
both the City's interest and that of the City Manager that any separation of the
City Manager is done in a businesslike manner.
C) Severance Pay
(1) In the event that the City Manager is terminated by the City Council during such
time that the City Manager is willing and able to perform his duties under this
Agreement, then the City agrees to pay the City Manager a lump sum cash
payment equal to six months' base salary and benefits. It is the intention of the
parties that this paragraph complies with the requirements of Government
Code Section 53260 et. seq. In the event of any conflict between this provision
and those code sections, the terms of those code sections shall govern the
contractual relationship between the employer and employee.
(2) In addition, the City shall extend to the City Manager the right to continue health
insurance as may be required by and pursuant to the terms and conditions of
the Consolidated Omnibus Budget Reconciliation Act Of 1986 (COBRA).
(3) All payments required under Section 7.0 (1), and (2), are subject to and shall be
interpreted to comply with the limitations set forth in Government Code Section
53260.
D) Involuntary Resignation
(1) In the event that the City Council formally or a majority of the City Council
informally asks that the City Manager resign, then the City Manager shall be
entitled to resign and still receive the severance benefits provided in Section
7.0 above.
E) Separation for Cause
(1) Notwithstanding the provisions of Section 7.C, the City Manager may be
terminated for cause. As used in this Section, "cause" shall mean only one or
more the following:
(a) Conviction of a felony;
(b) Conviction of any illegal act involving moral turpitude or personal gain;
(c) A plea of nolo contendere to any felony or illegal act involving moral
turpitude or personal gain;
(d) Any act constituting a knowing and intentional violation of City's conflict of
interest code;
(e) Continued abuse of non-prescription drugs or alcohol that materially affects
the performance of the Manager's duties; or
(f) Repeated and protracted unexcused absences from the City Manager's
office and duties.
(2) In the event that the City terminates the City Manager for cause, then the City
may terminate this Agreement immediately, and the City Manager shall be
entitled to only the compensation accrued up to the date of termination,
payments required by Section 7.F below, and such other termination benefits
and payments as may be required by law. The City Manager shall not be
entitled to any severance benefits provided by Section 7.C. The City reserves
the right to suspend City Manager with pay at any time during the pendency of
any of the foregoing events under item (1) above.
F) Payment for Unused Leave Balance
(1) On separation from City employment, the City Manager shall be paid for all
unused accrued leave allowances provided in Section 5.B(2) above.
Accumulated leave balances shall be paid at the City Manager's monthly salary
rate at the effective date of separation.
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8) MISCELLANEOUS PROVISIONS
A) Amendments - This Agreement may be amended at any time by mutual written
agreement of the City and the City Manager.
B) Conflict of interest
(1) The City Manager shall not engage in any business or transaction or have a
financial or other personal interest or association, direct or indirect, which is in
conflict with the proper discharge of his official duties or which would tend to
impair independence in the performance of his official duties.
(2) The City Manager shall also be subject to the conflict of interest provisions of
the California Government Code and any conflict of interest code applicable to
the City Manager's City employment.
(3) The City Manager is responsible for submitting to the City Clerk the appropriate
Conflict of Interest Statements at the time of appointment, annually thereafter,
and at the time of separation from the position.
C) Indemnification
(1) To the full extent of the law as provided by the California Torts Claims Act
(Government Code Section 810 et seq.) and the indemnity provisions of this
Agreement, whichever shall provide the greatest protection to the City
Manager, the City shall defend and indemnify the City Manager against and for
all losses sustained by the City Manager in direct consequences of the
discharge of the City Manager's duties on the City's behalf for the period of the
City Manager's employment.
(2) The City shall 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 the City Manager's duties as City Manager. The City may
compromise and settle any such claim or suit and pay the amount of any
settlement or judgment rendered thereon in the City's sole discretion.
(3) Whenever the City Manager shall be sued for damages arising out of the
performance of his duties, the City shall provide legal defense for the City
Manager in such suit and indemnify the City Manager from any judgment
rendered against the City Manager; provided that such indemnity shall not
extend to any judgment for damages arising out of any willful wrongdoing. This
indemnification shall extend beyond termination of employment and the
otherwise expiration of this Agreement to provide protection for any such acts
undertaken or committed in the City Manager's capacity as City Manager,
regardless of whether the notice of filing of a lawsuit occurs during or following
employment with the City. This indemnity provision shall survive the termination
of the Agreement and is in addition to any other rights or remedies that the City
Manager may have under the law.
(4) The City and all parties claiming under or through it, hereby waives all rights of
subrogation and contribution against the City Manager, for all matters while
acting within the scope of the City Manager's duties, from all claims, losses and
liabilities arising out of or incident to activities or operations performed by or on
behalf of the City or any party affiliated with or otherwise claiming under or
through it, regardless of any prior, concurrent, or subsequent active or passive
negligence by the City Manager.
(5) In the event that the City Manager shall serve as the chief executive of other
City -related legal entities as provided in Section 4.A (1)(b) above, then each
provision of this Section 7.0 shall be equally applicable to each City -related
legal entity as though set forth in an indemnity agreement between the City
Manager and that legal entity. The City hereby guarantees the performance of
this indemnity obligation by the City -related legal entity, and shall indemnify
and hold the City Manager harmless against any failure or refusal by City
related legal entity to perform its obligations under this Section 7.C.
D) Severability - If any clause, sentence, part, section, or portion of this Agreement is
found by a court of competent jurisdiction to be illegal or unenforceable, such
clause, sentence, part, section, or portion so found shall be regarded as though it
were not part of this Agreement and the remaining parts of this Agreement shall be
fully binding and enforceable by the Parties hereto.
E) Laws Affecting Title - In addition to those laws affecting a City Manager, the City
Manager shall have the same powers, rights and responsibilities as a Chief
Executive Officer, City Administrative Officer,Administrator, and/or City
Administrator as those terms are used in local, state, �or federal laws.
F) Jurisdiction and Venue - This Contract shall be construed in accordance with the
laws of the State of California, and the Parties agree that venue shall be in Marin
County, California.
G) Entire Agreement - This Contract represents the entire agreement of the Parties,
and no representations have been made or relied upon except as set forth herein.
This Contract may be amended or modified only by a written, fully executed
agreement of the Parties.
H) Notice - Any notice, amendments, or additions to this Agreement, including change
of address of either party during the term of this Agreement, which the City
Manager or the City shall be required, or may desire, to make, shall be in writing and
shall be sent by prepaid first class mail or hand delivered to the respective Parties as
follows:
(a) if to the City:
Mayor
City of San Rafael
P.O. Box 151560
San Rafael, CA 94915-1560
(b) If to the City Manager:
City of San Rafael
P.O. Box 151560
San Rafael, CA 94915-1560
M
EXECUTION:
IN WITNESS WHEREOF, the City of San Rafael has caused this amended and
restated Agreement to be duly executed by its Mayor and the City Manager, and duly
attested by its City Clerk, the 16th day of March, 2015.
EMPLOYER - CITY OF SAN RAFAEL
Em
ATTEST:
r2 Sy6��ix a -e ue--4
Esther Beirne, City Clerk
APPROVED AS TO FORM:
Robert F. Epstein
City Attorney
�0'
am M. Schutz
¢3
PROFESSIONAL SERVICES AGREEMENT/CONTRACT
COMPLETION CHECKLIST AND ROUTING SLIP
Below is the process for getting your professional services agreements/contracts finalized and
executed. Please attach this "Completion Checklist and Routing Slip" to the front of your
contract as you circulate it for review and signatures. Please use this form for all professional
services agreements/contracts (not just those requiring City Council approval).
This process should occur in the order presented below.
Step
Responsible
Description
Completion
Department
Date
1
City Attorney
Review, revise, and comment on draft
agreement.
2
Contracting Department
Forward final agreement to contractor for
their signature. Obtain at least two signed
originals from contractor.
3
Contracting Department
Agendize contractor -signed agreement for
Council approval, if Council approvalPm
necessary (as defined by City Attorney/City
Ordinance*).
5
4
City Attorney
Review and approve form of agreement;
bonds, and insurance certificates and
endorsements.
5
City Manager Mayor or
Agreement executed by Council authorized
Department He
official.
6
City Clerk
City Clerk attests signatures, retains original
agreement and forwards copies to the
i Za is
contracting department.
To be completed by Contrac ' g Department:
Project Manager:dW-k,3A(A7_?, Project Name:
C)-, 61z" .1 ���
Agendized for City Council Meeting of (if necessary): I
If you have questions on this process, please contact the City Attorney's Office at 485-3080.
* Council approval is required if contract is over $20,000 on a cumulative basis.
ROUTING SLIP FOIE.. APPROVAL OF
CONTRACTS / AGREEMENTS / ORDINANCES / RESOLUTIONS
INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF ORIGINAL
CONTRACT / AGREEMENT / ORDINANCE / RESOLUTION
BEFORE APPROVAL BY COUNCIL / AGENCY.
SRCC/SRSA AGENDA ITEM NO: ............ ...... _....._.........................................
DATE OF MEETING: March 16, 2015
FROM: Robert F. Epstein
DATE: March 12, 2015
ORIGINATING DEPARTMENT: City Attorney
TITLE OF DOCUMENT:
Resolution of the City Council of the City of San Rafael Appointing James M.
Schutz City Manager and Approving and Authorizing the Mayor to Execute an
Employment Agreement to Take Effect on August 1, 2015
City Attorni ey
(LOWER HALF OF FORM FOR APPROVALS ONLY)
Reviewed by City Manager / Executive Director AP OVED AS TO FORM:
)pp41d=das Council /Agency Agenda Item City Attorney (Signatu )
REMARKS: