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HomeMy WebLinkAboutCM Employment Agr.; Nancy Mackle; City Manager; AmendmentCITY OF Agenda Item No: 4. c 4j_� Meeting Date: February 3, 2014 SAN RAFAEL CITY COUNCIL AGENDA REPORT Department: HuT Resources Prepared by: Robert F. Epstein, City Attorney /s/ RFE City Manager Approval: SUBJECT: Consideration of a Resolution of the City Council of the City of San Rafael Approving and Authorizing the Mayor to Execute an Amended and Restated Employment Agreement with City Manager Nancy Mackie Resulting in No Compensation Increase RECOMMENDATION: Adopt Resolution as presented. BACKGROUND: For several years starting in the early 2000s, the City reduced its contributions to the "Employee Share" of pensions until such time that all employees paid the entire amount designated as Employee Share. These changes took place through the various Memorandum of Understandings (MOUs) and Resolutions. Employees received off -setting compensation increases to make up for the reductions. While this was taking place in every bargaining unit and employee group, the City Manager remained on a separate employment agreement negotiated directly with the City Council. The City contributed the full Employee Share on behalf of the City Manager and it remains so to this day. The City would now like to amend the employment agreement with the City Manager to bring it in line with all other city employees by discontinuing the Employee Share contribution while off -setting this change in other areas at no compensation increase to the City Manager. DISCUSSION: Nancy Mackle has served in the capacity as City Manager for close to three years. The City Council met in closed session on January 21, 2014 and unanimously directed the City Attorney to negotiate with the City Manager to make changes to the component parts of the City Manager's compensation to reflect the above priority. They are as follows: FOR CITY CLERK ONLY File No.: .. , Council Meeting: Disposition: SAN RAFAEL CITY COUNCIL AGENDA REPORT / Page: 2 1. Compensation Reduction: The City will discontinue making payment to MCERA for the Employee Share of pension. The current value of this payment is approximately $20,650 per year. 2. Off -Setting Increase: The City will off -set the above reduction with an equal increase to be spread out over the following areas: a. Increase salary by approximately 5.4%, or $10,185 per year. b. Management Allowance is a function of salary so with 2a above, the Management Allowance will increase by approximately $465 per year. c. Deferred compensation will increase by $10,000 per year. The Manager's total compensation will not increase due to these changes, and the City Manager has agreed to the proposed amendment. Staff was directed to prepare an amended agreement to reflect these Council desires. The proposed changes are reflected in the attached amended and restated agreement. No other substantive terms of the existing Employment Agreement are affected by the proposed amendment. FISCAL IMPACT: While the proposed amendment does not increase total compensation received by the City Manager, the changes increase the City's operating budget by approximately $4,775 per year for the additional Employer Share of retirement that will be required by MCERA. There are sufficient resources in the City's operating budget to support this change. ACTION REQUIRED: Adopt Resolution as presented. ATTACHMENTS: Resolution Amended and Restated Employment Agreement RESOLUTION NO. 13669 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN AMENDED AND RESTATED EMPLOYMENT AGREEMENT WITH NANCY MACKLE, CITY MANAGER WHEREAS, at a regular meeting on March 21, 2011, the City Council of the City of San Rafael appointed Nancy Mackie City Manager of the City of San Rafael and approved her employment contract on March 22, 2011 ;and WHEREAS, the City Council of the City of San Rafael met with the City Attorney in closed session on January 21, 2014 and February 3, 2014, to discuss labor negotiations with the City Manager regarding proposed changes to the components of the City Manager's compensation; and WHEREAS, the City Council wishes to amend the City Manager's employment agreement to modify the components of the City Manager's compensation without increasing the total compensation received, retroactive to January 1, 2014, as specified in a staff report to City Council on February 3, 2014; and WHEREAS, the City Manager is agreeable to the proposed amendment of her employment contract. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL DOES RESOLVE, DETERMINE, AND ORDER AS FOLLOWS: The City Council hereby approves the attached "City Manager Employment Agreement Between the City of San Rafael and Nancy Mackie, Amended and Restated February 3, 2014." 2. The City Council hereby authorizes the Mayor to execute the finalized Employment Agreement between the City of San Rafael and Nancy Mackie 1, 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 3rd day of February, 2014, by the following vote, to wit: AYES: C'OUtiCILMEMBERS: Bushey, Colin, Connolly, McCullough & Mayor Phillips NOES: COtNCILMENIBERS None ABSENT: COUNCiLMENIBERS: None Esther C. Beirne, City Clerk a CITY MANAGER EMPLOYMENT AGREEMENT Between the City of San Rafael and Nancy Mackie Amended and Restated February 3, 2014 TABLE OF CONTENTS 1) PARTIES, DATES AND OTHER (2) Leave Allowance................................................................................................ 7 RECITALS......................................................................................................................... 3 2) EMPLOYMENT.................................................................................................................. 3 3) TERM..................................................................................................................................3 8 4) COMMITMENTS AND UNDERSTANDINGS......................................................................3 C) INSURANCE............................................................................................................... A) CITY MANAGER'S COMMITMENTS........................................................................... 3 9 (1) Duties & Authority................................................................................................. 3 7) SEPARATION................................................................................................................... (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...................................................................................................... 9 7) SEPARATION................................................................................................................... 9 A) RESIGNATION RETIREMENT................................................................................... 9 B) TERMINATION& REMOVAL...................................................................................... 9 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..................................................................................................... 11 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 Nancy Mackie 1) Parties Date and Other Recitals - This Agreement is entered into as of March 22, 2011 by and between the City of San Rafael a municipal corporation ("the City"), and Nancy J. Mackie ("Mackie" or "City Manager"), and amended and restated on February 3, 2014. 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 Mackie as its City Manager, and Mackie 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 March 22, 2011 and continuing March 22, 2016, (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 Understandinqs 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. 3 (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 her 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 .4 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 her 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, 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. 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 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. 5 (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 sifting 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 Mackle 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. (t) ;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 further establish a relative priority among those goals and performance objectives. 6 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 $196,692, retroactive to January 1, 2014. 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 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. 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 director. (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, 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 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. 7 (d) All vacation, administrative and sick leave hours already accumulated by the City Manager during the time of her 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 her 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 her personal vehicle for City business. The automobile allowance shall appear on the City Manager's payroll stub as ordinary income and part of her 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. 6) SECURITY A) Pensions - Marin County Employee Retirement Association (MCERA) (1) Retroactive to January 1, 2014, 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. B) Deferred compensation (1) Section 457 Plan. (a) The City will make, 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) Section 401 (a) Plan (a) The City will 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 5.A and 5.6 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. 8 I 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 her 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 her duties under this Agreement, then the City agrees to pay the City Manager a lump sum cash payment equal to twelve 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. 9 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 75 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. 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. (2) 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 her official duties. 10 (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 and the San Rafael Redevelopment Agency, jointly and severally, 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 her 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 12 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 3rd day of February, 2014. EMPLOYER - CITY OF SAN RAFAEL By: Gar ATTEST: Esther Beirne, City Clerk APPROVED AS TO FORM: Robert F. Epstein. City Attorney CITY MANAGER Nancy J. Mac le 13 ROUTING SLIP FOR APPROVAL OF CONTRACTS / AGREEMENTS / ORDINANCES / RESOLUTIONS INSTRUCTIONS: USE THIS FORM WITH EACH SUBMITTAL OF ORIGINAL CONTRACT / AGREEMENT / ORDINANCE / RESOLUTION BEFORE APPROVAL BY COUNCIL / AGENCY. SRRA / SRCC AGENDA ITEM NO: 2- 7 114 , c DATE OF MEETING FROM: DATE: ORIGINATING DEPARTMENT: TITLE OFDOCUMENT: Dept. Head (Signature)�� (LONER HALF OF FORM FOR APPROVALS ONLY) Reviewed by City Manager /Executive Director Approved as Council Agenc Agenda Item REMARKS: APPROVED AS TO FORM: City Attorney (Signature) ® NOT APPROVED