City Manager Employment Agreement – City of San Rafael / Paul Navazio
CITY MANAGER EMPLOYMENT AGREEMENT
Between the City of San Rafael and Paul Navazio
THIS CITY MANAGER EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of August 17, 2026 (“Effective Date”), by and between the CITY OF SAN RAFAEL, a chartered municipal corporation (“City”), and PAUL NAVAZIO, an individual (“Navazio” or “City Manager”). The City and Navazio may each be referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
A. The City requires the services of a City Manager, who serves as the chief executive officer of the City and is responsible to the City Council for the proper administration of all affairs of the City, as provided in Section 8 of the Charter of the City of San Rafael and Chapter 2.08 of the San Rafael Municipal Code.
B. Navazio has served the City with distinction as its Finance Director since July 10, 2023, as Acting City Manager commencing February 11, 2026, and as Interim City Manager pursuant to an Interim City Manager Employment Agreement approved by the City Council on April 6, 2026, and has demonstrated the education, experience, skills, and judgment necessary to serve as the City’s permanent City Manager.
C. The City Council desires to appoint Navazio as City Manager and to enter into this Agreement establishing the terms and conditions of his employment, and Navazio desires to accept such employment on the terms and conditions set forth herein. This Agreement supersedes and replaces the Interim City Manager Employment Agreement as of the Effective Date.
D. Navazio is a “local agency executive” within the meaning of California Government Code section 3511.1, subdivision (d). The Parties intend that this Agreement comply in all respects with the requirements of California law applicable to local agency executive employment contracts, including without limitation Government Code sections 3511.1 and 3511.2, sections 53243 through 53243.4, and sections 53260 through 53264, as those sections now exist or may hereafter be amended.
E. This Agreement was approved by the City Council in open session at a regular meeting held on August 17, 2026, and, prior to taking final action, the City Council orally reported a summary of the recommendation for final action on the salary and fringe benefits provided under this Agreement, in accordance with Government Code section 54953, subdivision (d)(3). This Agreement was not considered or approved at a special meeting. (See Gov. Code, § 54956, subd. (b).)
City Manager Employment Agreement – City of San Rafael / Paul Navazio NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows:
AGREEMENT
1. INCORPORATION OF RECITALS; EMPLOYMENT AND APPOINTMENT A. Incorporation of Recitals. The Parties agree that the Recitals set forth above are true and correct and are incorporated into this Agreement by this reference as though fully set forth herein.
B. Employment and Appointment. The City hereby employs and appoints Navazio as its City Manager, and Navazio hereby accepts such employment and appointment, on the terms and conditions set forth in this Agreement. Navazio’s appointment as City Manager is effective as of the Effective Date.
2. TERM; AT-WILL EMPLOYMENT; COMPLIANCE WITH GOVERNMENT CODE SECTION 3511.2
A. Indefinite Term. Consistent with Section 8 of the Charter of the City of San Rafael, Navazio is appointed City Manager for an indefinite term. The City Council retains the right to remove Navazio from that appointment at any time, with or without cause, as provided in Section 9 of this Agreement. The Term of this Agreement described in Section 2.B does not create, and shall not be construed to create, any right to continued employment through the end of the Term, and does not limit the City Council’s authority under this Section 2.A.
B. Term of this Agreement. This Agreement shall commence on the Effective Date and continue for an initial term ending August 31, 2028 (the "Initial Term"), and shall thereafter automatically renew for successive two-year periods, each ending August 31 (together with the Initial Term, the "Term"), unless either Party provides the other written notice of non-renewal at least ninety (90) days before the end of the then-current Term, or this Agreement is earlier terminated in accordance with Section 9. The Term governs the administration of compensation review, benefit adjustments, and the Comprehensive Review described in Section 7.D, and does not limit, and shall not be construed to limit, the City Council’s right under Section 2.A and Section 9 to remove Navazio from the office of City Manager at any time, with or without cause. If the City Council elects not to renew the Term, that non-renewal shall be treated as a termination without cause under Section 9.B for purposes of severance, unless the City Council has terminated this Agreement for cause under Section 9.C prior to the end of the then-current Term.
C. At-Will Employment. Navazio serves at the will and pleasure of the City Council. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the right of the City Council to terminate the services of Navazio at any time, with
City Manager Employment Agreement – City of San Rafael / Paul Navazio or without cause, subject only to the provisions of Section 9 of this Agreement, nor shall anything in this Agreement prevent, limit, or otherwise interfere with the right of Navazio to resign at any time, subject to the notice provisions of Section
9. Navazio shall have no property interest in continued employment as City Manager, and no term of this Agreement shall be construed as creating any right to a pre-termination or post-termination hearing or appeal, except as expressly provided herein or required by law.
D. Compliance with Government Code Section 3511.2. Government Code section 3511.2 prohibits a local agency executive contract from providing for automatic renewal paired with an automatic increase in the level of compensation exceeding a cost-of-living adjustment, or for a maximum cash settlement exceeding the amounts determined under Government Code sections 53260 through 53264. The automatic renewal of the Term under Section 2.B is not paired with any such increase. Except as expressly provided in Section 4.C, any increase in the City Manager’s compensation shall require a vote of the City Council taken in open session in compliance with the Ralph M. Brown Act, including the oral summary report required by Government Code section 54953, subdivision (d)(3). This Agreement’s maximum cash settlement is, in all cases, subject to the limits of Government Code sections 53260 through 53264.
3. DUTIES AND AUTHORITY
A. Chief Executive Officer. The City Manager shall be the chief executive officer of the City and shall be responsible to the City Council for the proper administration of all affairs of the City. The City Manager shall perform all duties of the office as set forth in the Charter of the City of San Rafael, Chapter 2.08 of the San Rafael Municipal Code (including without limitation Section 2.08.030, powers and duties of city manager), applicable provisions of the California Government Code, and the policies and procedures approved by the City Council, as each may be amended from time to time. The City Manager shall also serve, without additional compensation unless otherwise approved by the City Council in open session, as the chief executive of such other City-related legal entities as the City Council may designate, and in such ex officio capacities as may be required by law or by City Council action.
B. Specific Duties. Without limiting the generality of the foregoing, the City Manager shall:
(1) Attend all meetings of the City Council, unless excused by the Mayor, and participate in deliberations in an advisory capacity;
(2) Review all agenda documents and prepare, or cause to be prepared, the agenda for all regular and special meetings of the City Council; (3) Consistent with Section 2.08.030(b) of the Municipal Code, recommend to the City Council the employment, discipline, or removal of all heads of departments; appoint, direct, discipline, and remove all other subordinate
City Manager Employment Agreement – City of San Rafael / Paul Navazio officers and employees of the City; and direct the work of all City departments, except as otherwise provided by the Charter, the Municipal Code, or applicable law;
(4) Prepare and submit the proposed annual budget and capital improvement program to the City Council, administer the adopted budget, and keep the City Council advised of the financial condition and future needs of the City; (5) Implement changes that the City Manager believes will result in greater efficiency, economy, or improved public service in the administration of City affairs, and recommend to the City Council the adoption of such measures as the City Manager deems necessary or expedient for the health, safety, or welfare of the community or the improvement of City services;
(6) Enforce all laws, ordinances, and policies of the City and see that all franchises, contracts, permits, and privileges granted by the City are faithfully observed;
(7) Consistent with Section 2.08.030(b) of the Municipal Code, recommend to the City Council the transfer of employees from one department to another and the consolidation or combination of offices, positions, departments, or units under the City Manager’s jurisdiction (the City Manager may or may not serve as the head of one or more City departments); (8) Provide management training and develop leadership among department heads and staff sufficient to build a City management team capable of planning for and meeting future challenges;
(9) Exercise control of City government in emergencies as authorized by the Municipal Code and California law; and
(10) Perform such other duties as may be lawfully assigned by the City Council consistent with the Charter and the Municipal Code.
C. Hours of Work; Exempt Status. The City Manager is an exempt employee. Navazio shall devote the time necessary to fulfill the obligations of the position, recognizing that substantial time outside the City’s customary business hours will be required, and that his schedule shall vary in accordance with the work to be performed. The City Manager shall spend sufficient hours on site to perform the duties of the position. Recognizing the demands of the office, the City Manager may observe reasonable flexibility in his schedule consistent with the operational needs of the City.
D. Outside Activities. The City Manager shall not spend more than twelve (12) hours per month teaching, consulting, speaking, or engaging in other nonCity connected business for which compensation is paid without the express prior written consent of the City Council. Nothing in this Agreement shall prohibit the City Manager from engaging in charitable, community, or professional activities, so long as the time spent does not interfere with the performance of the City Manager’s duties.
City Manager Employment Agreement – City of San Rafael / Paul Navazio
4. COMPENSATION
A. Base Salary. The City shall pay Navazio an annual base salary of Three Hundred Fifty Four Thousand Sixty Four Dollars and Fifty Six Cents ($354,064.56), payable at the rate of $29,505.38 per month (reflecting the three percent (3%) cost-of-living adjustment applied to the Unrepresented Executive Management group effective July 1, 2026), in installments at the same time and in the same manner as other City employees are paid. This base salary is effective retroactive to July 1, 2026, and the City shall implement, on the first practicable payroll following the Effective Date, any retroactive adjustment owed for the period between July 1, 2026 and the Effective Date. The base salary shall be reflected in the salary resolution or publicly available pay schedule adopted by the City Council from time to time.
B. Salary Adjustments. The City Council may adjust the City Manager’s base salary and/or benefits in such amounts and to such extent as the Council may determine desirable, following the annual performance evaluation described in Section 7.A or at such other times as the Council determines. Any such adjustment shall be made only by action of the City Council taken in open session at a regular meeting, preceded by the oral summary report required by Government Code section 54953, subdivision (d)(3), and shall be memorialized by resolution or written amendment to this Agreement. Except as expressly provided in Section 4.C, no increase in the City Manager’s compensation shall take effect absent such City Council action.
C. Fiscal Year 2027–28 Salary Increase. Effective July 1, 2027, the City Manager’s annual base salary shall be increased by a percentage equal to the general, across-the-board cost-of-living adjustment, if any, applied to the Unrepresented Executive Management group of City employees for the fiscal year commencing July 1, 2027 and ending June 30, 2028 pursuant to the salary resolution then in effect, exclusive of any classification-specific equity or market adjustment applicable to any individual position within that group. If no such general cost-of-living adjustment is applied to that group for that fiscal year, then the City Manager’s base salary shall remain unchanged unless otherwise modified pursuant to this Agreement. If the salary resolution then in effect does not distinguish a general cost-of-living adjustment from classification-specific equity or market adjustments for that group, the City Council and the City Manager shall address any salary adjustment for that fiscal year as part of the Comprehensive Review described in Section 7.D. This adjustment was considered and approved by the City Council in open session as part of its approval of this Agreement, following the oral summary report required by Government Code section 54953, subdivision (d)(3), and no further City Council action or amendment to this Agreement shall be required to implement it. The City’s publicly available pay schedule shall be updated to reflect any such adjustment.
City Manager Employment Agreement – City of San Rafael / Paul Navazio
5. BENEFITS
A. Executive Management Benefits Generally. Except as otherwise expressly provided in this Agreement, the City Manager shall be entitled to all benefits, rights, and privileges accorded to the Unrepresented Executive Management group of City employees (including non-public-safety City Department Directors), as set forth in the City’s salary and benefit resolution for that group, as amended from time to time (the “Unrepresented Executive Management Resolution” currently set forth in Resolution 15332 adopted July 15, 2024), including but not limited to group health, dental, and vision insurance, holidays, and leave accruals. If there is any conflict between this Agreement and the Unrepresented Executive Management Resolution, this Agreement shall control.
B. Holidays. The City Manager shall receive paid holidays in accordance with the Unrepresented Executive Management Resolution.
C. Vacation, Sick, and Administrative Leave. The City Manager shall accrue vacation and sick leave, and shall receive administrative leave, at the rates and subject to the terms provided in the Unrepresented Executive Management Resolution. All vacation, administrative, and sick leave hours accrued by Navazio during his prior service with the City, including service as Finance Director, Acting City Manager, and Interim City Manager, are carried forward and remain available to him in the position of City Manager. Unused leave shall be cashed out upon separation only to the extent provided in the Unrepresented Executive Management Resolution and applicable law.
D. Automobile Allowance. The City shall provide the City Manager a monthly automobile allowance of Five Hundred Dollars ($500.00) in exchange for making his personal vehicle available for City-related business during, before, and after normal work hours. The allowance is intended to defray costs the City Manager incurs in using his personal vehicle for City business, shall appear on the City Manager’s payroll statement as ordinary income, and shall not be considered part of base salary for purposes of this Agreement, including the calculation of any severance under Section 9.
E. Wellness Benefit. The City shall pay Four Hundred Dollars ($400.00) per month to promote the health and wellness of the City Manager.
F. Health Insurance. The City shall pay the full cost of the City Manager’s family medical insurance premium.
G. Life and Disability Insurance. The City shall provide, at its expense: (1) term life insurance in the amount of Five Hundred Thousand Dollars ($500,000), payable to a beneficiary designated by the City Manager; and (2) long-term
City Manager Employment Agreement – City of San Rafael / Paul Navazio disability insurance as provided in the Unrepresented Executive Management Resolution.
H. Deferred Compensation. The City shall contribute annually, on the City Manager’s behalf, to an Internal Revenue Code Section 457(b) deferred compensation plan selected by the City Manager from the City’s approved plans, in the maximum amount allowable under the Internal Revenue Code for each year. All deferred compensation provisions of this Agreement are subject to the provisions and limitations of the Internal Revenue Code and related regulations, as amended from time to time; the inability of the City to effectuate any such provision by reason of those limitations shall not constitute a breach of this Agreement.
I. Technology and Equipment. The City shall provide the City Manager, at the City’s expense, with the computer equipment, mobile devices, remote-access capability, and similar technological tools reasonably necessary to carry out the duties of the position, at the City Manager’s office and residence as needed. All such equipment shall remain the property of the City and shall be returned upon separation.
J. Business Expenses; Professional Development. The City shall pay or reimburse all actual and necessary business expenses incurred by the City Manager in the performance of his duties, in accordance with City expense policies, and may issue the City Manager a City credit card for appropriate and lawful City business expenses. The City shall pay for the City Manager’s membership dues, training, and conference attendance with local, state, and national city management and municipal organizations, including but not limited to the International City/County Management Association and the League of California Cities. The City Manager shall submit documentation of expenses consistent with City policy and applicable law.
6. RETIREMENT
A. MCERA Membership. The City Manager shall continue to be enrolled as a member of the Marin County Employees’ Retirement Association (“MCERA”), which is administered under the County Employees Retirement Law of 1937 (Gov. Code, § 31450 et seq.) and, as applicable, the California Public Employees’ Pension Reform Act of 2013 (Gov. Code, § 7522 et seq.) (“PEPRA”), in the membership tier and under the benefit formula applicable to him by law based on his membership date and any applicable reciprocity.
B. Contributions. The City shall pay only the employer’s share of MCERA contributions. Navazio shall pay the full member (employee) share of MCERA contributions, and the City shall not pay, offset, or reimburse any portion of the
City Manager Employment Agreement – City of San Rafael / Paul Navazio member contribution. Nothing in this Agreement shall provide any retirement benefit or contribution arrangement contrary to PEPRA or the County Employees Retirement Law of 1937.
7. PERFORMANCE EVALUATION AND GOAL SETTING
A. Annual Evaluation. The City Council shall conduct a formal evaluation of the City Manager’s performance at least once each year, on or about the anniversary of the Effective Date. The evaluation shall be conducted in accordance with criteria and a process developed jointly by the City Council and the City Manager, and may occur more frequently for the purpose of course corrections. The Mayor may meet periodically with the City Manager to measure progress on stated goals and priorities.
B. Goal Setting. 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 address issues that may be inhibiting achievement of City goals. The City Council and City Manager shall annually define and prioritize such goals and performance objectives as they determine necessary for the proper operation of the City.
C. Compensation Review. Following each annual evaluation, the City Council may, in its sole discretion, consider an adjustment to the City Manager’s compensation in accordance with Section 4.B. Nothing in this Section obligates the City Council to increase compensation.
D. Comprehensive Review of Agreement and Term Renewal. In addition to the annual evaluation and compensation review described in Sections 7.A and
7.C, the City Council and Navazio shall meet and confer no later than January 31, 2028 to conduct a Comprehensive Review of this Agreement, the City Manager’s performance, and his compensation, in connection with the scheduled expiration of the Initial Term described in Section 2.B. The City Council will consider and act upon any proposed amendments to this Agreement, including with respect to renewal of the Term, no later than March 1, 2028, in the manner provided in Sections 2.D and 13.A. The dates specified in this subsection are not the only opportunity for the City Council to consider an adjustment to the City Manager’s compensation. Neither the conduct nor the omission of the review described in this subsection shall affect the automatic renewal of the Term under Section 2.B, Navazio’s at-will status, or the rights of either Party under Section 9.
8. CITY COUNCIL – CITY MANAGER RELATIONS
A. Policy and Administration. The City Council sets policy for the governance and administration of the City and implements its policies through the City Manager. 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
City Manager Employment Agreement – City of San Rafael / Paul Navazio Manager shall take orders and instructions from the City Council only when it is sitting as a body in a lawfully held meeting.
B. Non-Interference with Personnel. 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 or direction to any subordinate of the City Manager, either publicly or privately. No individual member of the City Council shall order the appointment or removal of any person to or from any office or position under the supervision and control of the City Manager; provided, that the City Council may participate with the City Manager in the assessment, interview, and selection process for the positions of Police Chief and Fire Chief, as needed or required by the City Charter.
C. Criticism of Staff. Any criticism by the City Council or its members of a City staff member shall be conveyed privately through the City Manager.
9. RESIGNATION; TERMINATION; SEVERANCE
A. Resignation. Navazio may resign the position of City Manager at any time upon at least forty-five (45) days’ advance written notice to the City Council, unless the Parties agree in writing to a shorter period. Upon resignation, Navazio shall be entitled to compensation and accrued but unused leave earned through the effective date of resignation, in accordance with the Unrepresented Executive Management Resolution and applicable law, but shall not be entitled to any severance under this Section.
B. Termination Without Cause; Severance. The City Council may remove Navazio as City Manager, and terminate this Agreement, at any time without cause by a majority vote of the entire City Council. In the event the City terminates this Agreement without cause, and provided Navazio executes and does not revoke a general release of claims against the City in a form reasonably acceptable to the City Attorney, the City shall pay Navazio a severance payment equal to nine (9) months of his then-current monthly base salary, payable in a lump sum or, at the City’s election, in installments on the City’s regular payroll schedule. In addition, consistent with Government Code section 53261, the City shall continue to pay for the health benefits provided under Section 5.F for the same duration of time as covered by the severance payment (nine (9) months), or until Navazio finds other employment, whichever occurs first. The severance and continued health benefits described in this subsection constitute the exclusive severance compensation payable upon termination, and shall not exceed the maximum cash settlement permitted by Government Code sections 53260 through 53264.
City Manager Employment Agreement – City of San Rafael / Paul Navazio C. No Severance in Specified Circumstances. Navazio shall not be entitled to any severance payment or continued health benefits under Section
9.B if: (1) he resigns or retires; (2) this Agreement terminates by reason of his death or his disability as described in Section 9.E; or (3) the City terminates this Agreement for cause. For purposes of this Agreement, “cause” means:
conviction of, or a plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude or an abuse of office or position (as defined in Government Code section 53243.4); willful misconduct or gross negligence in the performance of duties; willful and repeated failure or refusal to perform the lawful duties of the position or to follow the lawful directives of the City Council after written notice and a reasonable opportunity to cure; fraud, embezzlement, misappropriation of public funds, or material dishonesty in the conduct of City business; or material breach of this Agreement that remains uncured after written notice and a reasonable opportunity to cure. Termination for cause shall require a majority vote of the entire City Council and written notice to Navazio stating the grounds.
D. Reimbursement of Settlement upon Conviction. See Section 10 (Abuse of Office – Mandatory Reimbursement Provisions), which governs the City Manager's reimbursement to the City of any cash settlement — including the severance described in Section 9.B — upon conviction of a crime involving an abuse of his office or position.
E. Disability or Inability to Perform. If the City Manager becomes mentally or physically incapable of performing the essential functions and duties of the position, taking into account reasonable accommodation as required by law, and it reasonably appears that such incapacity will continue for more than ninety (90) days, the City Council may appoint an Acting or Interim City Manager and may terminate this Agreement, subject to the City Manager’s rights under applicable state and federal disability and leave laws. Nothing in this subsection limits any right Navazio may have to disability retirement or disability insurance benefits.
F. Return of City Property; Cooperation. Upon separation for any reason, Navazio shall promptly return all City property, equipment, records, and credentials, and shall reasonably cooperate with the City in the transition of his duties and in any pending or subsequent litigation or administrative proceedings relating to matters within his knowledge, subject to reimbursement of reasonable expenses for post-separation cooperation.
G. Election-Timing Restriction. Except in the case of a termination for cause under Section 9.C, the City Council shall not terminate Navazio’s employment during the ninety (90) days before, or the ninety (90) days after, any regular or special municipal election at which one or more members of the City Council are elected or subject to recall.
City Manager Employment Agreement – City of San Rafael / Paul Navazio
10. ABUSE OF OFFICE – MANDATORY REIMBURSEMENT PROVISIONS The provisions of Government Code sections 53243 through 53243.4, as those sections now exist or may hereafter be amended, are incorporated by reference into this Agreement. Accordingly, and consistent with those sections, if Navazio is convicted of a crime involving an abuse of his office or position, whether before or after separation from employment, Navazio shall fully reimburse the City for: (A) any paid leave salary provided to him by the City pending an investigation related to the crime (Gov. Code, § 53243); (B) any funds provided by the City for his legal criminal defense relevant to the crime (Gov. Code, § 53243.1); (C) any cash settlement related to the termination of this Agreement, the severance described in Section 9.B, or any release or settlement agreement executed in connection with Navazio’s separation from employment (Gov.
Code, § 53243.2); and (D) any of the foregoing payments provided by the City in the absence of a contractual obligation (Gov. Code, § 53243.3). For purposes of this Section, “abuse of office or position” has the meaning set forth in Government Code section 53243.4. This Section survives the termination of this Agreement and Navazio’s separation from employment, whether before or after such separation. Nothing in this Section entitles Navazio to any of the payments described herein.
11. DEFENSE AND INDEMNIFICATION
A. Defense and Indemnity. To the full extent provided by the California Government Claims Act, including Government Code sections 995 through 996.6 and section 825, the City shall defend, hold harmless, and indemnify the City Manager against any claim, demand, action, or proceeding, whether groundless or otherwise, arising out of an alleged act or omission occurring within the course and scope of the City Manager’s performance of his duties. Should the City Manager be sued for damages in an action alleging acts or omissions arising out of the performance of his duties, the City shall provide a legal defense and shall pay any resulting judgment, compromise, or settlement in accordance with Government Code section 825; provided, that such indemnity shall not extend to punitive or exemplary damages or to any judgment for damages arising out of proven conduct outside the protections of the Government Claims Act, including conduct arising from actual fraud, corruption, or actual malice.
B. Survival. The protections of this Section shall extend beyond the termination of this Agreement and of Navazio’s employment as to any act or omission occurring within the course and scope of his duties as City Manager, regardless of whether notice or filing of a claim or lawsuit occurs during or following his employment with the City. This Section survives the termination of this Agreement and is in addition to any other rights or remedies the City Manager may have under law.
C. Criminal Matters. The City’s obligations under this Section do not extend to the defense of criminal proceedings except as, and to the extent, permitted by Government Code section 995.8 and determined by the City Council, and are
City Manager Employment Agreement – City of San Rafael / Paul Navazio subject in all cases to the reimbursement obligations of Section 10 of this Agreement.
12. CONFLICT OF INTEREST; ETHICS
A. No Conflicting Interests. Navazio shall not engage in any business or transaction, or have any financial or other personal interest or association, direct or indirect, that conflicts with the proper discharge of his official duties or that would tend to impair his independence of judgment or action in the performance of his official duties.
B. Compliance. Navazio shall comply with all conflict-of-interest provisions of California law applicable to his employment as City Manager and with the City’s conflict of interest code. Navazio shall file all required Statements of Economic Interests (FPPC Form 700) with the City Clerk upon assuming office, annually thereafter, and upon leaving office, and shall complete all ethics and other training required of local agency officials by law.
13. MISCELLANEOUS PROVISIONS
A. Amendments. This Agreement may be amended only by a written agreement authorized by the City Council in open session and signed by the Mayor and Navazio.
B. Severability. If any clause, sentence, part, section, or portion of this Agreement is determined by a court of competent jurisdiction to be illegal or unenforceable, it shall be regarded as though it were not part of this Agreement, and the remainder of this Agreement shall remain fully binding and enforceable.
C. Governing Law; Venue. This Agreement shall be construed in accordance with the laws of the State of California. Venue for any action arising out of this Agreement shall be in Marin County, California.
D. Entire Agreement. This Agreement represents the entire agreement of the Parties concerning Navazio’s employment as City Manager, and supersedes all prior agreements and understandings, written or oral, concerning that subject, including the Interim City Manager Employment Agreement; provided, that Navazio’s previously accrued leave balances and MCERA service credit are preserved as provided herein and by law. No representations have been made or relied upon except as expressly set forth herein.
E. Waiver. The waiver by either Party of any breach of this Agreement shall not operate as a waiver of any subsequent breach. No waiver shall be effective unless in writing.
City Manager Employment Agreement – City of San Rafael / Paul Navazio F. Notices. Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when personally delivered, or when deposited in the United States mail, prepaid first-class postage, addressed as follows (or to such other address as a Party may designate by notice):
If to the City: Mayor, City of San Rafael, 1400 Fifth Avenue, San Rafael, CA 94901, with a copy to the City Attorney.
If to Navazio: City Manager, City of San Rafael, 1400 Fifth Avenue, San Rafael, CA 94901, or to his last residence address on file with the City.
G. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered electronically or by facsimile shall be effective as originals.
H. Independent Advice. Navazio acknowledges that he has had the opportunity to consult with independent legal, tax, and financial advisors of his own choosing regarding this Agreement, and that the City Attorney represents the City and not Navazio in connection with this Agreement.
14. EXECUTION
IN WITNESS WHEREOF, the City of San Rafael has caused this Agreement to be executed by its Mayor, and duly attested by its City Clerk, and Navazio has executed this Agreement, as of the Effective Date first written above.
EMPLOYER – CITY OF SAN RAFAEL
________________________________________
Kate Colin, Mayor
EMPLOYEE – CITY MANAGER
________________________________________
Paul Navazio
ATTEST:
________________________________________
Lindsay Lara, City Clerk
APPROVED AS TO FORM:
________________________________________
Robert F. Epstein, City Attorney