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UID:Indybay-18682470
SEQUENCE:18765040
CREATED:20110620T233700Z
DESCRIPTION:The meeting starts at 1pm but the Ford item will be discussed at #15. One 
 cannot comment on this at #9 Public Comment period. So one has to wait till 
 #15 so there is probably no point in getting there at 1 because this item 
 will be likely heard later in the afternoon. 
 \n\n\nhttp://www.sfexaminer.com/local/2011/06/nathaniel-ford-s-severance-likely-be-approved-tuesday\n\nNathaniel 
 Ford’s severance likely to be approved Tuesday\n.The SFMTA's Executive 
 Director Nathaniel Ford is set to receive a $384,000 severance package. 
 (Examiner file photo)Muni’s board of directors is expected to officially 
 approve the terms of Executive Director Nathaniel Ford’s $384,000 
 severance package on Tuesday, while also opening up the first public talks 
 on his replacement.\n\nFord was hired in January 2006, and under the terms 
 of his contract — which was last renewed in 2010 — he is eligible for 
 one year’s salary, any unpaid bonuses or deferred compensation, and three 
 months of health coverage if he’s asked to leave at the “board’s 
 convenience.”\n\nThose three components add up to a $384,000 total 
 severance package for Ford, who was asked to step down by the San Francisco 
 Municipal Transportation Agency’s board of directors last week.\n\nAlong 
 with Ford’s severance package, the SFMTA board will hold the first public 
 discussion on his replacement. Rumored names include Ed Reiskin, director 
 of San Francisco’s Department of Public Works, and Carter Rohan, the 
 SFMTA’s executive deputy director. Recreation and Park Department 
 Director Phil Ginsburg has also been mentioned as a replacement, but has 
 said he is not interested.\n\nwreisman@sfexaminer.com\n.\n\n4. Pursuant to 
 Government Code Section 54957 (b) and Administrative Code Section 67.10 
 (b), the Municipal Transportation Agency Board will meet in Closed Session 
 to discuss and take possible action to appoint a successor to the 
 incumbent, Nathaniel P. Ford Sr. in the event of a vacancy in that 
 position: \nPUBLIC EMPLOYEE APPOINTMENT/HIRING: Executive 
 Director/CEO\nADJOURN CLOSED SESSION AND RECONVENE OPEN SESSION\n13. 
 Announcement of Closed Session.\n14. Motion to disclose or not disclose the 
 information discussed in closed session.\n15. Approving a separation 
 agreement between Nathaniel P. Ford, Sr., Executive Director/CEO and the 
 City and County of San Francisco, acting through the Municipal 
 Transportation Agency, to end his employment effective June 30, 2011 and 
 resolve any claims or potential claims by Ford for the amount of $384,000. 
 (Explanatory documents include an agreement and 
 resolution.)\n\n\nhttp://sfgov.org/site/frame.asp?u=http://www.sfmta.com/\n\nSEPARATION 
 AGREEMENT\nhttp://sfgov.org/site/frame.asp?u=http://www.sfmta.com/\n\nSEPARATION 
 AGREEMENT, GENERAL RELEASE AND \nCOVENANT NOT TO SUE \nTHIS SEPARATION 
 AGREEMENT, GENERAL RELEASE AND COVENANT NOT TO SUE (hereafter 
 “Agreement”) relating to claims against THE CITY AND COUNTY OF SAN 
 FRANCISCO, including its constituent department, the Municipal 
 Transportation Agency (hereafter “the City”), is made between Nathaniel 
 P. Ford, Sr. (hereafter “Ford") and the City. \nWHEREAS, Ford has been 
 employed by the City since January, 2006, as Executive Director / Chief 
 Executive Officer of the Municipal Transportation Agency ("MTA"); and 
 \nWHEREAS, Ford and the City are party to an Appointment and Compensation 
 Employment Agreement, which has been amended from time to time, and which 
 currently expires on June 16, 2014 ("Employment Agreement"); and \nWHEREAS, 
 the Employment Agreement provides for compensation to Ford, including 
 incentive compensation payments; and \nWHEREAS, the MTA Board of Directors 
 has deferred payment of certain compensation, including incentive 
 compensation, in accordance with Sections 5 and 6 of the Employment 
 Agreement, to which Ford claims entitlement; and \nWHEREAS, Section 10a of 
 the Employment Agreement provides for severance payments in the event of a 
 termination without cause; and \nWHEREAS, the parties have mutually agreed 
 that the Employment Agreement should be terminated and that Ford will 
 terminate City employment, effective close of business June 30, 2011; and 
 \nWHEREAS, the parties now desire to avoid the expense, burden and delay of 
 litigation, and without admitting or acknowledging any liability, to 
 resolve all of Ford’s claims or potential claims against the City, fully 
 and forever in consideration of the promises contained herein, \nNOW, 
 THEREFORE, THE PARTIES AGREE AS FOLLOWS: \n\n1. In exchange for the 
 promises by Ford in this Agreement and complete settlement of all claims or 
 potential claims by Ford, the City will pay the total amount of $384,000 
 (the \nSEPARATION AGREEMENT 2 \n\n\n"Settlement Amount") by means of a 
 check made out to NATHANIEL P. FORD, SR. within 30 days after the Effective 
 Date. The parties agree that the Settlement Amount, less applicable taxes 
 and withholding, includes 30 days of pay in lieu of notice in accordance 
 with Section 10.a. of the Employment Agreement and the value of all accrued 
 but unused leave that may be due under Sections 7 or 8 of the Employment 
 Agreement. \n\n2. (a) In consideration of the foregoing promises and for 
 other good and sufficient consideration Ford, on behalf of himself and his 
 heirs, executors, administrators, assigns and successors, fully and forever 
 releases and discharges the City, its constituent departments (including 
 the MTA), commissions, agencies, boards, predecessors, successors, 
 subsidiaries, related entities, and current and former officers, directors, 
 trustees, agents, employees and assigns (collectively "Releasees") from any 
 and all liabilities, claims, demands, contracts, debts, damages, acts or 
 omissions, obligations and causes of action of every nature, kind and 
 description, in law, equity, or otherwise, whether or not now known or 
 unknown, which heretofore do or may exist, in any way arising out of, 
 connected with or related in any way to Ford's employment with the City, 
 the Employment Agreement, the negotiation or execution of this Agreement, 
 up to and including the date that Ford signs this Agreement (the "Signature 
 Date"). The release in this paragraph includes but is not limited to 
 release of any matter, cause or thing arising out of, relating to, or 
 connected with Ford's employment, the Employment Agreement, and any and all 
 lawsuits and claims, charges and grievances brought by Ford against any 
 Releasee not set forth herein, and all past, pending or contemplated EEOC, 
 DFEH or other administrative charges relating to or arising from Ford’s 
 employment with the City through the Signature Date. (b) The release 
 contained in this Paragraph 2 is a complete and general release that will 
 forever bar Ford from pursuing any released claims or rights against any 
 Releasee. Ford covenants not to sue or otherwise institute or in any way 
 actively participate in or voluntarily assist in the prosecution of any 
 legal or administrative proceedings against any Releasee. Ford understands 
 and agrees that Ford is waiving any rights Ford may have had, now 
 \nSEPARATION AGREEMENT 3 \n\n\nhas, or in the future may have to pursue any 
 and all remedies available to Ford under any cause of action arising out 
 of, connected with or in any way related to Ford's employment with the 
 City, and which arose at any time through the Signature Date. Such causes 
 of action shall include without limitation claims of wrongful discharge, 
 defamation, invasion of privacy, intentional infliction of emotional 
 distress, negligent infliction of emotional distress, breach of contract, 
 breach of the covenant of good faith and fair dealing, breach of contract, 
 violation of the provisions of the California Labor Code, the City’s 
 Charter, Administrative Code, ordinances, Civil Service Commission Rules 
 and other City enactments, the Meyers-Milias-Brown Act, violation of any 
 memoranda of understanding covering Ford, and claims under Title VII of the 
 1964 Civil Rights Act, as amended, the Civil Rights Act of 1991, the 
 California Fair Employment and Housing Act, the Americans with Disabilities 
 Act, the Rehabilitation Act, the Family and Medical Leave Act, the 
 California Family Rights Act, the California and United States 
 Constitutions, the Equal Pay Act of 1963, the Age Discrimination in 
 Employment Act of 1967, the Older Workers Benefit Protection Act, the Civil 
 Rights Acts of 1866, any other laws and regulations relating to employment 
 or to discrimination. (c) Ford understands and expressly agrees that the 
 release contained in this Paragraph 2 extends to all claims of every nature 
 and kind, known or unknown, suspected or unsuspected, past, present or 
 future, and that any and all rights under Section 1542 of the California 
 Civil Code or any analogous state law or federal law or regulation are 
 hereby expressly waived. Said Section 1542 of the Civil Code of the State 
 of California, reads as follows: \n\nA general release does not extend to 
 claims which the creditor does not know or suspect to exist in his or her 
 favor at the time of executing the release, which if known by him or her 
 must have materially affected his or her settlement with the debtor. \n\n3. 
 The parties agree that Ford's employment will terminate effective at the 
 close of business June 30, 2011 (the "Effective Date"), provided that on or 
 before that date this Agreement is approved by Board of Directors of the 
 MTA. Notwithstanding his separation \nSEPARATION AGREEMENT 4 \n\n\nfrom 
 City employment, the parties agree that Ford will fully cooperate with the 
 City in defending any claims or litigation about which he has personal 
 knowledge at no cost to the City with the exception of any required travel 
 expenses consistent with City policies regarding payment of employee travel 
 expenses. \n\n4. Ford will direct any prospective employer of Ford outside 
 of the City employment system to Tom Nolan, Chair of the Board of Directors 
 of the MTA for information regarding Ford's employment with the MTA. Ford 
 recognizes that the City may disclose the dates of Ford's employment, the 
 position held by Ford, Ford's compensation, and other information which is 
 subject to disclosure by federal, state, or local law. \n\n5. The parties 
 hereby agree, acknowledge and recognize that this Agreement is a “no 
 fault” settlement in light of disputed claims, and that nothing contained 
 in this Release shall constitute or be treated as an admission of liability 
 or wrongdoing by Ford or the City, which liability or wrongdoing is 
 expressly denied by all parties. \n\n6. Ford represents that either (a) 
 there are no existing liens or partial liens in existence, including 
 without limitation any attorney's fees, medical reimbursement, unemployment 
 or disability compensation liens, which attach to the amounts specified in 
 this Agreement, nor is any person or entity entitled to establish a lien 
 for any payment or payments they have made or will make to Ford on behalf 
 of Ford as a consequence of any of the matters arising out of or connected 
 with Ford's employment with the City, or (b) to the extent there are any 
 such liens, Ford will pay and retire all such liens out of the Settlement 
 Amount. Ford agrees to defend, indemnify and hold harmless the City against 
 any and all claims by any person or entity purporting to hold any lien, 
 interest, or other claim, whether for medical care, unemployment and/or 
 disability compensation, attorneys’ fees, or otherwise, involving Ford 
 and arising from or connected with Ford's employment with the City. \n\n7. 
 Ford represents and warrants that Ford has full power to make the releases 
 and agreements contained herein. Ford expressly represents and warrants 
 that Ford has not assigned, encumbered or in any manner transferred all or 
 any portion of the claims covered by \nSEPARATION AGREEMENT 5 \n\n\nthe 
 releases and agreements contained herein. Ford acknowledges and agrees that 
 this warranty and representation is an essential and material term of this 
 Agreement. Ford agrees to indemnify the affected Releasee for any claims 
 brought against any Releasee by purported assignees of Ford, including 
 costs of judgment and reasonable attorneys’ fees. \n\n8. Ford represents 
 that there are no outstanding DFEH, EEOC or other administrative charges 
 which are or may be pending relating to Ford's employment with the City 
 through the Signature Date. To the extent any such charges have been or are 
 filed on Ford's behalf, Ford agrees to dismiss or withdraw any such 
 charges, with prejudice. Ford represents he has filed no litigation or 
 other claims against any Releasee, and Ford agrees to dismiss with 
 prejudice all litigation, claims, grievances, and administrative charges of 
 any nature, kind and description against any Releasee which arise out of 
 any right or claim released in this Agreement, whether or not listed in 
 this Agreement. \n\n9. All parties shall bear their own attorneys’ fees, 
 legal expenses and costs. \n\n10. Ford acknowledges that this Agreement is 
 contingent upon approval by San Francisco Municipal Transportation Agency 
 Board of Directors and that this Agreement will not become effective absent 
 such approval. \n\n11. The parties acknowledge that this Agreement 
 constitutes the sole agreement in this matter, that it supersedes any prior 
 oral or written agreements, and that it may be modified only by a writing 
 signed by all parties to this Agreement, and approved by the San Francisco 
 Municipal Transportation Agency Board of Directors \n\n12. If any provision 
 of this Agreement is found to be unenforceable, then the remaining 
 provisions shall remain valid and enforceable. \n\n13. The parties agree 
 that the San Francisco Superior Court will have jurisdiction to enforce 
 this Agreement. All disputes arising out of this Agreement shall be 
 resolved by the San Francisco Superior Court. \n\n14. Ford acknowledges 
 that Ford has the right to consult with an attorney concerning this 
 Agreement, including the releases contained herein. \nSEPARATION AGREEMENT 
 6 \n\n\n15. Ford acknowledges that Ford has read and understands this 
 Agreement and that Ford agrees to its terms and signs this Agreement 
 voluntarily and without coercion. Ford further acknowledges that the 
 release and waivers Ford has made herein are knowing, conscious and with 
 full appreciation that Ford is forever foreclosed from pursuing any of the 
 rights or claims so released or waived. \n\n16. This Agreement has been 
 reviewed by the parties and their respective attorneys, and each have had 
 full opportunity to negotiate the contents of this Agreement. The parties 
 each waive any common law and statutory rule of construction that ambiguity 
 should be construed against the drafter of this Agreement, and agree that 
 the language in all parts of this Agreement shall be in all cases be 
 construed as a whole, according to its fair meaning. \n\n17. In connection 
 with the Age Discrimination in Employment Act (“ADEA”), Ford 
 acknowledges that the City has advised Ford to consult with an attorney 
 prior to signing this Agreement. As set forth in the ADEA, 29 U.S.C. 
 Section 626(f)(1), Ford hereby acknowledges the following: (1) that this 
 Agreement is written in a manner calculated to be understood by Ford and 
 that Ford in fact understands the Agreement; (2) that this Agreement 
 specifically refers to and waives rights or claims arising under the ADEA; 
 (3) that this Agreement applies only to claims arising up to and including 
 the date that Ford signs this Agreement; (4) that in exchange for this 
 Agreement, Ford received value beyond that to which Ford is already 
 entitled; (5) that the City has advised Ford in writing to consult with an 
 attorney before executing the Agreement; and (6) that Ford has been 
 provided with an adequate period of time to review this Agreement. Ford 
 further acknowledges that Ford is entitled to consider this Agreement for 
 twenty-one (21) days before signing and that Ford has made a knowing and 
 voluntary decision to sign this Agreement before expiration of the 
 twenty-one (21) day period. Ford may revoke this Agreement for a period of 
 seven (7) days after executing the Agreement. Any such revocation must be 
 communicated in writing to Julia M. C. Friedlander, 1390 Market Street, 6th 
 Floor, San Francisco, CA 94102, within the seven-day revocation period. 
 This Agreement shall not become effective or enforceable until the 
 revocation period has expired. \nSEPARATION AGREEMENT 7 
 \n\n\nDATED:___________________ 	Nathaniel P. Ford, Sr. 
 \nDATED:___________________ 	Thomas Nolan, Authorized Agent, \nSan 
 Francisco Municipal Transportation Agency \nAPPROVED AS TO FORM AND 
 SUBSTANCE: \nLAW OFFICES OF KAY & MERKLE \nBy:_____________________________ 
 \nSTEVEN KAY \nAttorney for Nathaniel P. Ford 
 	DATED:_______________________ \nAPPROVED AS TO FORM \nDENNIS J. HERRERA 
 \nCity Attorney \nBy ________________________________ \nJULIA M. C. 
 FRIEDLANDER \nSFMTA General Counsel 	DATED: ______________________ \nSan 
 Francisco Municipal Transportation Agency \nBoard of Directors \nResolution 
 No. _____________ \nAdopted: _________________ \nAttest: 
 \n_________________________ \nSecretary, SFMTA Board of Directors \n\n 
 https://www.indybay.org/newsitems/2011/06/20/18682470.php
SUMMARY:Muni's Ford to get Severance of $384,000 @ MTA Mtg; Show up and Express Outrage
LOCATION:The SFMTA Board of Directors holds regular meetings on the first and third 
 Tuesday of every month at 1 p.m. unless otherwise noted.  They meet in City 
 Hall, Room 400. 
URL:https://www.indybay.org/newsitems/2011/06/20/18682470.php
DTSTART:20110621T200000Z
DTEND:20110621T200000Z
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