HomeMy WebLinkAboutCC Resolution 12573 (Employment Agr. Ken Nordhoff)RESOLUTION NO. 12573
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN
RAFAEL APPROVING AND AUTHORIZING THE VICE -MAYOR
TO EXECUTE AN AMENDMENT TO THE EMPLOYMENT
AGREEMENT WITH KEN NORDHOFF, CITY MANAGER
(Effective July 1, 2008)
WHEREAS, at a regular meeting on December 19, 2005, the City Council of the
City of San Rafael appointed Ken Nordhoff as Interim City Manager of the City of San
Rafael; and
WHEREAS, the City Council thereafter appointed Ken Nordhoff to serve as City
Manager for the City of San Rafael, effective July 1, 2006; and
WHEREAS, the City Council of the City of San Rafael met with the City
Attorney in closed session on August 18, 2008, to discuss and conduct a performance
evaluation of the City Manager; and
WHEREAS, the City Council of the City of San Rafael met with the City
Attorney in closed session on September 2, 2008, to further discuss the performance of
the City Manager and to give instructions to the City Council's negotiators, an ad hoc
committee composed of Mayor Boro and Councilmember Connolly, regarding proposed
compensation for the City Manager; and
WHEREAS, the City Council considered, in its open session on September 2,
2008, as an "other agenda item," the "Consideration of City Manager's Compensation
and Receipt of Recommendation from Subcommittee Concerning Same;" and
WHEREAS, the City Council voted unanimously to amend the City Manager's
employment agreement to increase the annual salary by three percent (3%) and to
increase the term of the City Manager's agreement to five years from July 1, 2008.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN
RAFAEL DOES RESOLVE, DETERMINE, AND ORDER AS FOLLOWS:
1. The City Council hereby approves the attached "Amendment to
Employment Agreement of Ken Nordhoff, City Manager;" and
2. The City Council hereby authorizes the Vice -Mayor to execute the
finalized Amendment to Employment Agreement between the City of San Rafael and
Ken Nordhoff, a copy of which will be made available to the public once completed and
duly executed.
I, Esther C. 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 15th day of September, 2008, by the
following vote, to wit:
AYES: COUNCILMEMBERS: Brockbank, Connolly, Heller & Vice -Mayor Miller
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: Mayor Boro
Esther C. Beirne, City Clerk
K
AMENDMENT TO EMPLOYMENT
AGREEMENT OF
KEN NORDHOFF, CITY MANAGER
The Employment Agreement previously entered into by and between the
CITY OF SAN RAFAEL and KENNETH A. NORDHOFF on July 17, 2006, shall
be amended in the following particulars only:
SECTION 3, TERM, shall be amended to read as follows:
"The term of this agreement shall be for a period of 60 months
commencing on July 1, 2008 and continuing through June 30, 2013 (the
"Termination Date"); provided, however, that the parties hereto may, by
written agreement, and modification of this paragraph, extend the term
provided herein."
2. SECTION 5(A)(1)(A), BASE SALARY, shall be amended to read
as follows:
"The annual salary for the position of City Manager shall be $184,572 (one
hundred eighty four thousand five hundred seventy two dollars and zero
cents). This amount represents a three percent (3%) increase over the
salary paid to the City Manager during the fiscal year 2007-2008. The
new annual salary is to be paid retroactive to July 1, 2008. The City
Council shall continue to review the Manager's salary and benefits
annually. Based upon the Manager's performance and the 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 his assigned duties and
responsibilities and in light thereof to endeavor to make him the highest
paid City Manager in the County. It is further the intent of the City Council
that the salary of the City Manager always be maintained at a level at least
15% above the highest paid department head."
CITY OF SAN RAFAEL
'G
Dated:, 2008....... Vice Mayor,.....,.
CYR`MILL
Dated:. 2— , 2008. X.�,� ,u • �. /%�
KEN"'�QRDHOFF, City Mar(ader
ATTEST:
..a
Dated: , 2008.
ESTHER C. BEIRNE
City Clerk
APPROVED AS T FORM:
Dated: -�� ' � `'� " , 7,? , 2008.i ; <<;�h "W iel" t
ROBERT F. EPSTEIN
City Attorney
K
CITY MANAGER EMPLOYMENT AGREEMENT
Between the City of San Rafael and
Ken Nordhoff
Dated
July 17, 2006
TABLE OF CONTENTS
1)
PARTIES AND DATES......................................................................................................
3
2)
EMPLOYMENT..................................................................................................................
3
3)
TERM..........................................................................................................................3
4)
COMMITMENTS AND UNDERSTANDINGS......................................................................3
A) THE CITY MANAGER 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................................................7
(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 11
, 1
EMPLOYMENT AGRELIT — Ken Nordhoff
7)
SEPARATION....................................................................................................................9
A) RESIGNATION RETIREMENT....................................................................................9
B) TERMINATION& REMOVAL........................................................................................9
C) SEVERANCE PAY...................................................................................................
10
D) INVOLUNTARY RESIGNATION.................................................................................
10
E) SEPARATION FOR CAUSE......................................................................................
10
F) PAYMENT OF UNUSED LEAVE BALANCES...........................................................
11
8)
MISCELLANEOUS PROVISIONS....................................................................................
11
A) AMENDMENTS..........................................................................................................
11
B) CONFLICT OF INTEREST...........................................................................................11
C) INDEMNIFICATION.....................................................................................................
11
D) SEVERABILITY...........................................................................................................
12
E) LAWS AFFECTING TITLE.........................................................................................
12
F) JURISDICTION AND VENUE.....................................................................................
12
G) ENTIRE AGREEMENT................................................................................................
12
H) NOTICE.......................................................................................................................
13
EXECUTION.....................................................................................................................14
K
EMPLOYMENT AGREEMENT — Ken Nordhoff
CITY MANAGER EMPLOYMENT AGREEMENT
Between the
City of San Rafael
And
Ken Nordhoff
1 ) Parties and Date - This Agreement is entered into as of July 17, 2006 by and between
the City of San Rafael a municipal corporation ("City"), and Kenneth A. Nordhoff
("Nordhoff' or "City Manager"). The City and the City Manager are sometimes
individually referred to herein 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; and
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 as
follows.
2) Emi)lovment - The City hereby employs Nordhoff as its City Manager, and Nordhoff
hereby accepts such employment on the terms and conditions, recited herein.
3) Term- The Initial Term shall be for a period of 60 months commencing on July 1, 2006,
and continuing until June 30, 2011, (the initial "Termination Date"); provided however
that the parties hereto may, by written agreement and modification of this paragraph
extend the term provided herein.
4) Commitments and Understandinas
A) City Manager's Commitments
(1) Duties & Authority
(a) The City Manager shall be the chief administrative 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, 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 the Redevelopment Agency, financing authorities, and joint
powers authorities.
11"N
EMPLOYMENT AGREEJNT — Ken Nordhoff
(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 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)The City Manager shall 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.
Recommend to the City Council from time to time, 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
(v) Consolidate or combine offices, positions, departments, or units under
the City Manager's jurisdiction. The City Manager may be the head of
one or more City departments.
(vi)Provide management training, including succession planning, 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.
(vii) 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 but 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 at all times.
(b) It is recognized that the City Manager must devote a great deal of 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.
EMPLOYMENT AGREEMENT — Ken Nordhoff
(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 amended, with
written consent of both parties.
(2) The City shall provide the City Manager with a private office, administrative
assistant, staff, office equipment, supplies, automobile allowance, and all other
facilities and services adequate 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 as may be necessary for
the City Manager's continuation and full participation in national, regional, state,
and/or local associations and/or 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 directly paid on behalf on the City Manager for 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, high-
speed internet access, cellular phone, pager, 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, with the consent of the City Council, at the City
Manager's residence.
(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
EMPLOYMENT AGREB NT — Ken Nordhoff
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 full 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 communication 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. 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 and for the attainment of the City
Council's policy objectives, and the City Council and the City Manager
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EMPLOYMENT AGREEMENT — Ken Nordhoff
shall 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 initially be $175,000.
The City Council shall review the manager's salary and benefits annually.
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 his assigned duties and
responsibilities and in light thereof to endeavor to make him the highest
paid City Manager in the County. It is further the intent of the City Council
that the salary of the City Manager always be maintained at a level at least
15% above the highest paid department head.
(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 Management
Group.
(2) Leave Allowance
(a)The City Manager shall receive the same vacation accrual and benefits as
provided to the Unrepresented Management class of City employees,
except that the City Manager may accrue earned vacation time to an
unlimited level. The City Manager shall be paid for any unused accrued
vacation upon either voluntary or involuntary termination of employment.
(b) The City Manager shall receive the same sick leave accrual and benefits as
provided to the Unrepresented 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 Unrepresented Management class of City employees.
EMPLOYMENT AGREEmENT — Ken Nordhoff
(d) The City Manager shall have the option to convert any accrued vacation or
administrative leave balance to cash at any time.
(e) 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 his 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 personal vehicle available for
his use in connection with City -related business and/or functions during, before,
and after normal work hours. Said allowance is intended to defray costs 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 City
Manager's base salary for purposes of this Agreement. By the City Manager
making his personal automobile available for use, the City Manager is not
precluded from using City vehicles for City business during, before, and after
the normal workday on occasion, when appropriate.
(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 (See Attachment
A). To the extent the benefits contained herein exceed the benefits provided to
the Unrepresented Management Group employees of the City, this Agreement
shall control.
6) SECURITY
A) Pensions - Marin County Employee Retirement Association (MCERA)
(1) Marin County Employee Retirement Association (MCERA). The City will pay
both the City's share and the City Manager's share for participation in the Marin
County Employee Retirement Association.
B) Deferred compensation
(1) Section 457 Plan.
(a) The City shall make, in equal proportionate amounts each pay period, an
annual contribution equal to $5,000 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.
EMPLOYMENT AGREEMtNT — Ken Nordhoff
(2) Section 401 (a) Plan
(a) The City shall make available, and contribute amounts each pay period to an
Internal Revenue Code Section 401 (a) Plan as established by the City,
consistent with the contributions made for employees in the Unrepresented
Management Group.
(3) Internal Revenue Code Compliance - All provisions of Sections 6.A and 6.13 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 6.A and 6.13 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.
(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 shall be
mutually agreed to and established.
B) Termination & Removal —
(1) While this Agreement contains reference to an initial 5 year term in Section 3
above it is expressly understood that the Manager is an at -will employee of the
City, serving 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 an unconsented to
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.
(3) 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
be accomplished in a dignified and businesslike manner.
0
Ken Nordhoff
EMPLOYMENT AGREEmENT
C) Severance Pay
(1) In the event the City Manager is terminated by the City Council during such time
as the City Manager continues to be willing and able to perform his duties
under this Agreement, then, and in that event, the City agrees to pay the City
Manager a lump sum cash payment equal to twelve months' base salary. 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 Sections 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 the City Manager to 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 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 7.17 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.
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Ken Nordhoff
EMPLOYMENT AGREEMENT
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 5.13 (2) above.
Accumulated leave balances shall be paid at the City Manager's monthly salary
rate at the effective date of separation.
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 a 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
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EMPLOYMENT AGREEMENT — Ken Nordhoff
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
Administrative 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:
IN
EMPLOYMENT AGREEMENT — Ken Nordhoff
(a) If to the City:
Mayor
City of San Rafael
P.O. Box 151560
San Rafael, CA 94915-1560
With a copy to the City Attorney
(b) If to the City Manager:
City of San Rafael
P.O. Box 151560
San Rafael, CA 94915-1560
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EMPLOYMENT AGREEwI NT — Ken Nordhoff
EXECUTION:
IN WITNESS WHEREOF, the City of San Rafael has caused this Agreement to be
duly executed by its Mayor and the City Manager, and duly attested by its City Clerk, the day
and year first written above.
EMPLOYER - CITY OF SAN RAFAEL
ATTEST:
n,.
Manne Leonci�CityClerk
APPROVED AS TO FORM:
Ga T. Ra�ghianti
City Attorney
CITY MANAGER
Ken'Nordhgff
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