HomeMy WebLinkAboutCM - NUNEZ, ALVARO - 2024 AUG 2 2 2024 A-2024-135
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EMPLOYMENT AGREEMENT
BETWEEN
THE CITY OF SANTA ANA AND ALVARO NUNEZ
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into
effective as of the 6th day of August 2024, by and between the CITY OF SANTA ANA, a
charter law city and municipal corporation ("City"), and ALVARO NUNEZ, an individual
("Nunez") and collectively with the City, (the "Parties"), both of whom understand as
follows:
RECITALS
A. City desires to engage the services of Nunez, and Nunez desires to accept
employment, as City Manager of the City of Santa Ana, as provided by the provisions of
Section 500 of the City Charter of the City of Santa Ana;
B. It is the desire of the City Council to (1) secure and retain the services of
Nunez and to provide inducement for him to remain in such employment, (2) to make
possible full work productivity by assuring Nunez's morale and peace of mind with respect
to future security, and (3) to provide a means of terminating Nunez's services if City so
desires to terminate his employment;
C. Nunez desires to accept employment, on an at-will basis, as the City
Manager of the City; and
D. The Parties further desire to establish certain benefits and certain conditions
of Nunez's employment.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the Parties agree as follows:
1. Employment.
a. Duties. The City hereby agrees to employ Nunez as City
Manager of the City to perform the functions and duties specified in City's Charter and
Municipal Code, and Nunez agrees to accept such employment. Nunez shall perform all
duties and responsibilities imposed by law and industry standards, and such legally
permissible further and proper duties and functions as the City Council may from time to
time assign. Nunez shall hold office at the pleasure of the City Council and shall be the
chief administrative officer and head of the administrative branch of the government of
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the City under the direction and control of the City Council except as otherwise provided
in the Municipal Code.
b. Work Efforts and Schedule. Nunez shall devote such time,
interest, and effort to the performance of his duties as may be reasonably necessary to
fulfill the requirements set forth in Section 1.a. Nunez agrees to perform such services to
the best of his ability, in an efficient and competent manner consistent with the standards
of the profession. Due to the nature of the City Manager position, it is understood that
flexibility is required for Nunez's work schedule, including without limitation the need for
remote work and to modify his schedule within reason to adjust for attendance at meetings
at night and during other times outside of ordinary business hours, at Nunez's reasonable
discretion. Without limiting the generality of the foregoing, Nunez understands and agrees
that the position is an exempt, salaried, full-time position that may involve expenditures
of time in excess of forty (40) hours per week, and will also include time outside normal
office hours, such as attendance at City Council and other community and public agency
meetings. Nunez shall be exempt from paid overtime compensation and from Fair Labor
Standard Act work hours restrictions. For purposes of this Section, "normal office hours"
shall refer to work at City Hall when it is open for business, as determined by the City
Council.
c. Outside Professional Activities. Due to the nature of the City
Manager position, it is understood Nunez shall not consult or engage in other non-City
connected business or employment (aside from community volunteer activities) without
the prior knowledge and express approval of the City Council. Nunez may, however,
undertake limited outside activities, including (a) volunteer professional development
activities, including activities on behalf of organizations like the League of California Cities
and City Manager associations; (b) volunteer activities; (c) teaching, subject to City
Council approval; and/or(d) other related activities, provided that such activities do not in
any way interfere, conflict with, or adversely affect his employment as City Manager or
the performance of his duties as provided herein.
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2. Term.
a. Commencement and Term. This Agreement shall be effective
as of August 6, 2024, which is the commencement date of Nunez's service as City
Manager (August 6 shall hereinafter be referred to as the "Anniversary Date") and
continued without interruption through August 5, 2027 ("Term"), unless terminated as
provided in Section 3 herein.
b. Renewal. On each of the Anniversary Dates in 2026, 2027
and 2028, respectively, this Agreement shall automatically renew for one (1) additional
year(each automatic one (1)-year renewal shall be considered an extension of the Term),
unless prior thereto, either(i) the Parties agree to enter into a formal, written amendment
to mutually extend the Term of this Agreement for greater than a one (1)-year period, or
(ii) the City Council notifies Nunez of its intent not to extend the Agreement for one
additional year; provided, however, that in the event the City Council desires not to allow
the automatic renewal of the Term of the Agreement, the City shall inform Nunez, in
writing, no less than six (6) months prior to the end of the Term, as may have been from
time to time extended in accordance with this Section. For the avoidance of doubt, this
Section 3.b allows for two separate one-year renewals.
3. Termination, Resignation, and Severance Pay.
a. At-Will. Nunez's employment with the City is on an at-will
basis. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right
of the City Council to terminate, by at least two-thirds (Va) membership vote of the City
Council, the services of Nunez without cause, at any time and without notice other than
a duly-noticed City Council meeting agenda, and complying with Section 3.d of this
Agreement and the Santa Ana City Charter Section 500, as may from time to time be
amended, unless waived in writing by Nunez. Notwithstanding the foregoing, Nunez may
not be terminated under this provision for at-will termination by the City before or within a
period of six (6) months following a municipal election (general, special, recall) or
appointment at which one or more Council seats are contested on the ballot of such
election (the "Election Cool-off Period"). For the avoidance of doubt, the City Council's
decision during the Election Cool-off Period or otherwise to either(i) not renew, or provide
notice of non-renewal of, the Agreement, as set forth in Section 2.b, above, or (ii)
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terminate "for cause," as set forth in Section 3.c, below, does not constitute a termination
for purposes of this Section 3.a.
b. Resignation. Nothing in this Agreement shall prevent, limit, or
otherwise interfere with the right of Nunez to resign from his position, subject only to
Nunez providing sixty (60) days' prior written notice to the City. Nunez's resignation shall
be deemed accepted upon delivery of a written resignation to the City Council.
Notwithstanding the foregoing, Nunez hereby expresses his intent to remain as City
Manager for a period of not less than three (3) years from the date of execution of this
Agreement.
c. For Cause Termination. Notwithstanding the provisions of
Section 3.a, City may terminate this Agreement"for cause" as defined below. In the event
Nunez is terminated by the City for "cause" (i.e., a "For Cause Termination") then City
may terminate this Agreement immediately and Nunez shall not be entitled to severance
and will only be entitled to the compensation accrued up to the date of such For Cause
Termination. For Cause Termination shall be defined for purposes of this Agreement to
only mean any of the following: (1) conviction of any felony; (2) conviction of a
misdemeanor arising directly out of the City Manager's duties pursuant to this Agreement
involving a willful and intentional violation of law; (3) conviction of a crime of moral
turpitude; (4) removal from office by the Grand Jury; (5)willful abandonment of duties; (6)
malfeasance; (7) gross negligence; (8) fraud; or (9) serious misconduct, substantiated
through an independent investigation (e.g., sexual harassment, discrimination), which
would constitute a violation of City policy, or state or federal law. (Conviction for purposes
of this Agreement includes a judgment entered after a trial, plea of guilty, or plea of nolo
contendere.)
d. Severance. In the event Nunez is terminated by the City
Council at any time that Nunez is still willing and able to perform the duties of City
Manager, and the termination is not a For Cause Termination (i.e., it is instead an "At Will
Termination"), as defined in Section 3.a, above, then, subject to the limitations set forth
in Government Code Section 53260, the City shall pay Nunez a lump sum cash payment
settlement equal to twelve (12) months' base pay (as defined in Section 5, below)
("Severance"), exclusive of incentive or bonus pay, benefits and other non-cash
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remuneration, except health benefits which will be continued, at the same level of City
contribution provided Department head level employees (and at the same coverage
election as at the time of termination), for the same period as the severance or until Nunez
begins other employment, whichever occurs first. To receive Severance, Nunez must
execute and deliver to the City a Settlement Agreement and General Release, in a form
satisfactory to the City, within twenty-one (21) days of the date of notice of the At Will
Termination and given by at least two-thirds (%) membership of the City Council. In the
event Nunez elects not to sign the Settlement Agreement and General Release, Nunez
will not be entitled to Severance. The term At Will Termination shall include Nunez's
resignation, but only if it is preceded by a formal request by at least two-thirds (%) of the
of the membership of the City Council that he resign and is outside of the termination
period specified in Section 2.b. The term At Will Termination does not include any of the
following circumstances, for which Nunez will not be entitled to Severance: (1) his
employment is terminated by the Council at any time for cause (Le., a For Cause
Termination); (2) Nunez resigns or retires, except for a resignation as referenced in the
immediately preceding sentence; (3) in the event of death, or due to a medical condition
or disability, even with reasonable accommodations, Nunez cannot perform the essential
functions of the employment position; or (4) his Agreement is not renewed and Nunez
has received notice of non-renewal at least six (6) months' prior to the expiration of the
Term, per Section 2.b.
e. Effect of Payment of Severance/Release.
i. It is understood and agreed by the Parties that Nunez
is employed at will, and that upon commencement of the City's payment of Severance to
Nunez, any right of Nunez to continued employment with City is terminated. The promise
and tender of payment to Nunez, of any Severance payable herein, is in lieu of any
damages which Nunez might claim arising out of the At Will Termination of the
employment relationship between the Parties, including lost wages, breach of contract,
express or implied, breach of covenant of good faith and fair dealing, emotional distress
and anxiety, or any similar contractual and personal injury claims.
ii. This Section does not otherwise affect, waive, nor
release any other rights Nunez may have under this Agreement or applicable law.
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f. Abuse of Office. Pursuant to Government Code sections
53243 et seq., if Nunez is convicted of a crime involving an abuse of his office or position,
as defined below, all of the following shall apply upon final conviction: (1) if Nunez is
provided with administrative leave pay pending an investigation, he shall be required to
fully reimburse such amounts paid; (2) if the City, in its discretion, pays for the criminal
legal defense of Nunez, in his official capacity, Nunez shall be required to fully reimburse
such amounts paid; and (3) if this Agreement is terminated, any cash settlement related
to the termination that Nunez may receive from the City shall be fully reimbursed to City.
For purposes of this Section, "abuse of office or position" means either: (1) an abuse of
public authority, including waste, fraud, and violation of the law under color of authority
as those crimes are specifically defined under specific provision of California statute; or
(2) a crime against public justice, including a crime described in Title 7 commencing with
section 92 of the Penal Code or as specifically defined under separate provision of
California statute.
g. Public Communications. The City and Nunez agree that
neither the City nor Nunez, shall make any written, oral or electronic statement to any
member of the public, the press, or any City employee concerning Nunez's separation
from the City, except in the form of a joint press release, the content of which is mutually
agreeable to the City and Nunez. Consent of either Party to such joint press release shall
not unreasonably be withheld. Either party may verbally repeat the substance of the joint
press release or statement in response to any inquiry. This Section 3.q shall not apply in
the event of a For Cause Termination.
h. Survival. This Section will survive termination of the
Agreement.
4. Revolving Door. Nunez must comply with Government Code
Section 87406.3 for a period of one year after separating from service with City. This
Section will survive termination of this Agreement.
5. Compensation.
a. Base Satan'. The City agrees to pay Nunez for the services
required by this Agreement a base annual salary of three-hundred and fifteen-thousand
Dollars ($315,000.00), payable in equal installments at the same time as other employees
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of the City are paid and subject to customary withholding for taxes and other required
deductions.
b. Other Salary Adiustments. On his Anniversary Date starting
in 2025, the City may consider potential increases to Nunez's salary and/or any other
benefits Nunez receives, and to make modifications in such amounts and to such extent
(whether in the nature of a merit-based base salary increase, other compensation
enhancement, or otherwise) based on performance, comparative salaries, and the
finances of the City, as the City Council in its discretion may determine that it is desirable
to do so, to take effect upon City Council approval. The City Council may, in its discretion,
also determine to give Nunez exceptional performance recognition in the form of a one-
time check for exceptional performance during the prior year, to take effect upon City
Council approval. Any modifications to Nunez's compensation or benefits as
contemplated in this Section 5.c require written amendment of this Agreement, approved
by the City Council at a regular meeting.
c. Bilingual Pay. If Nunez elects to qualify for bilingual skill pay,
the City will pay him the highest amount available to management employees on a
schedule consistent with other employees.
6. Automobile. The City agrees that upon proof of insurance coverage
in an amount acceptable to the City, the City shall provide Nunez a City-owned vehicle
for Nunez's exclusive use. The City will be responsible for paying for liability, property
damage, and comprehensive liability insurance for the purchase, operation, maintenance,
repair, and regular replacement of said vehicle. At Nunez's discretion, in lieu of electing
to utilize a City-owned vehicle, he may elect to receive a monthly vehicle allowance of
Five Hundred Dollars ($500.00) per month, which shall be paid on a schedule consistent
with the unrepresented Executive Management Group. The vehicle allowance is intended
to reimburse Nunez for mileage costs and the use of his private vehicle for City business.
If Nunez elects the allowance he must provide his own automobile for his use in
performing his duties and is responsible for all maintenance, repair, fuel and insurance
expenses for said vehicle. Nunez agrees to adhere to all laws, regulations, and City
policies applicable to vehicles, driving, or traffic when operating any vehicle on City-
related business.
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7. Cell Phone/Technology/Equipment. The City agrees to provide
Nunez a cell phone, laptop computer in addition to a desktop computer, and a mobile
device such as an !Pad for purposes of conducting official City business. Nunez agrees
the use of such equipment shall be for conducting City business only and shall not be
used for personal purposes.
8. Leaves, Vacation, and Holidays.
a. Sick Leave. Sick leave shall accrue and be capped at the
same amount of hours per year as provided to the unrepresented Executive Management
Group. Sick leave accrues and is accounted for on a prorated basis in each pay period.
As an existing employee of City, Nunez has a bank of sick leave hours which he shall be
entitled to retain. Sick leave may be used for personal illness, illness of a spouse or
dependent, and doctor and dentist appointments or as otherwise provided under
California law. Sick leave earned can be cashed in (into the City's Retirement Health
Savings ("RHS") Plan)and/or CaIPERS Service Credit at the rate of one hundred percent
(100%) of its value upon death, retirement for disability or from service, or resignation.
Accrued sick leave may also be converted to service credit under the "Credit for Unused
Sick Leave" option of the Public Employees' Retirement System per Government Code
section 20965. Any annual accrual over the maximum sick leave hours will be converted
into Nunez's RHS Plan account during the first full pay period in January of each year.
Nunez upon termination of employment with the City, shall be entitled to the amount of
unused sick leave benefits credited to his RHS and/or CaIPERS Service Credit account
upon the effective date of separation.
b. Vacation Leave. Nunez shall earn of the same amount of
vacation hours per year as provided to the unrepresented Executive Management Group.
Vacation leave accrues and is accounted for on a prorated basis in each pay period. As
an employee of City, Nunez has a bank of vacation leave hours that he shall be entitled
to maintain. Nunez shall accrue vacation leave at his existing normal rate. Nunez may
use vacation as it accrues. Vacation accrued by Nunez and not taken shall be cashed out
or paid to Nunez when separating from City service, calculated at Nunez's then-current
base hourly rate in accordance with the same rules that apply to the unrepresented
Executive Management Group; it shall not be necessary to carry Nunez on the payroll for
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the vacation period available at time of separation. In the event separation from the City
is caused by Nunez's death, payment shall be made to Nunez's designated beneficiary
or in accordance with the law. Vacation is transferable from one year to the next.
c. Management Vacation (Administrative Leave). Management
vacation leave shall accrue and be capped at the same amount of hours per year as
provided to the unrepresented Executive Management Group for Nunez to be taken at
his discretion, which shall be deemed earned on January 1 of each year. As a current
employee of the City, Nunez has a bank of management vacation leave hours that he
shall be entitled to maintain. The highest leave accrual, maximum accrual, and cash-out
provisions provided to any represented employee's unit, will also be offered to Nunez.
Such cash option may be eliminated or modified to the extent it is construed as overtime
under Department of Labor Guidelines implementing provisions of the Fair Labor
Standards Act.
d. Holidays. Nunez shall be entitled to the same number of paid
holidays per year as provided to other City unrepresented Executive Management Group
employees.
9. Retirement, Insurance, and Other Benefits.
Unless expressly addressed in this contract, Nunez will receive the same benefits as the
unrepresented Executive Management Group.
a. CaIPERS Retirement. The City agrees to execute all
necessary agreements to enroll Nunez in the California Public Employees Retirement
System ("CaIPERS")commensurate with the standard City employee retirement benefits
program, as that program may be changed from time to time. During the term of this
Agreement, City shall contribute to the employer's portion and as a Classic member under
CaIPERS, Nunez will continue to be enrolled in the 2.7% at 55 Service Retirement Benefit
formula. Nunez shall pay eight percent(8%)of CaIPERS reportable compensation toward
the employer cost of the 2.7% at 55 enhanced retirement formula. This payment shall be
implemented as cost-sharing pursuant to Government Code section 20516(f).
b. Pre-Taxable Benefit. To the extent permitted by CaIPERS and
Internal Revenue Service regulations, this eight percent(8%) employee contribution shall
be implemented through payroll deductions on a pre-tax basis.
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In addition, Nunez shall further contribute to the costs of his retirement benefits in such
amounts, if any, hereafter approved by the City and applied to City general management
employees prior to the expiration date of this Agreement. The City does not participate in
Social Security for employees enrolled in CaIPERS. Notwithstanding the foregoing, in the
event CaIPERS determines Nunez to be a classic member, Nunez and the City shall each
pay the normal contribution in accordance with City policy. Nunez shall complete
CaIPERS's "Reciprocal Self-Certification Form" and submit the form to the City within 10
business days after employment has commenced.
c. Medical and Other Insurance.
i. Medical.
(a) City Contribution. The City shall provide health
(medical, dental and vision) insurance benefits to Nunez. The City shall pay one hundred
percent (100%) of the premium coverage for Nunez, and ninety percent (90%) of the
premium coverage for all dependent care. Nunez shall be responsible for the remaining
dependent care premium coverage, as well as all co-pays, charges, out-of-pocket
expenses, and other costs required by the insurance provider or for any such co-pays,
charges, out-of-pocket expenses, and other costs not covered by insurance.
(b) In-Lieu Benefit. In lieu of selecting to use the
City-provided above-referenced health benefit coverage, Nunez may elect a cash as
commensurate with the standard unrepresented Executive Management Group
employee health benefits.
ii. Life Insurance and Lonq Term Disability. City shall
provide Nunez with a term life insurance policy in the amount of five hundred thousand
dollars ($500,000) and Nunez shall name the beneficiary of the policy. City shall further
pay the premium for long-term disability insurance, as provided to unrepresented
Executive Management Group.
iii. Deferred Compensation (457 Plan). City agrees to
provide Nunez an annual deferred compensation pursuant to section 457 of the Internal
Revenue Code in an amount equal to the maximum contribution allowed by law, including
the normal contribution and the catch-up contribution for individuals aged 50 or over.
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Payments shall be equally divided over twelve months and deposited by City into his 457
plan account each month.
d. Other Insurance. City shall provide and pay for all other
insurance mandated by State law.
10. Wellness Stipend. Nunez shall be entitled to reimbursement for
expenses related to wellness (e.g., uninsured medical expenses, chiropractic visits,
elective dental work, fitness memberships, etc.), upon submission of receipts to the City,
up to a gross amount of one thousand Dollars ($1,000) per calendar year.
11. Professional Development. The City hereby agrees to budget for
and pay travel and subsistence expenses of Nunez for professional travel, official travel,
meetings necessary to pursue official and other functions for the City and to continue
professional development of Nunez, to the extent deemed reasonable by the City Council.
The City also agrees to pay for the travel and subsistence expenses of Nunez for short
courses, institutes and seminars that are necessary for his professional development and
for the good of the City.
12. Memberships. The City agrees to pay Nunez's membership dues
and subscriptions in the Orange County City Manager's Association, the International
City/County Management Association ("ICMA"), League of California Cities, California
City Managers Foundation, and other similar organizations to which the City is a member,
at City expense with prior City approval. Nunez shall have a reasonable right to attend
meetings of such organizations.
13. General Expenses. The City recognizes that certain extraordinary
expenses of a non-personal and job-affiliated nature may be incurred by Nunez, such as
a business-related lunch or certain expenses incurred at a conference of a professional
organization of which Nunez is a member. The City agrees to reimburse Nunez for
reasonable expenses which are submitted to the City Council within thirty (30) days of
occurrence for approval and which are supported by expense receipts, statements or
personal affidavits, and an audit thereof in like manner as other demands against the City.
For the avoidance of doubt, this paragraph is intended to apply to business expenses that
Nunez himself directly incurs in performance of his job duties.
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14. Performance Evaluation. The City Council shall conduct a "mini"
review and evaluate the performance of Nunez at the first regular meeting that is at least
120 days following the commencement of his job as City Manager. At least annually
thereafter, the City Council shall conduct a review and evaluate the performance of Nunez
in his role as City Manager in accordance with the City Charter. At the election of either
Nunez or the City Council, the format of such evaluation shall be a facilitated evaluation
conducted by a third-party facilitator that is mutually agreeable to both the City Council
and Nunez, at the City Council's expense. If neither the City Council nor Nunez elect for
a facilitated evaluation, the format of the evaluation shall be as determined by the City
Council. The City Council shall provide Nunez with an evaluation of his performance
based on criteria established by the City Council with the assistance of Nunez and/or the
facilitator, if so elected. Nunez shall be provided an adequate opportunity to discuss his
evaluation with the City Council. The annual evaluations are expected to take place within
one month before or after the Anniversary Date, or at any other time as requested by
Nunez. Notwithstanding the foregoing, the City Council may evaluate Nunez at any time.
15. Indemnification. In accordance with and consistent with applicable
law, the City shall provide Nunez with a defense and indemnification, and shall hold
Nunez harmless from and against any and all claims, actions, or causes of action of any
kind for which Nunez may be held liable and which arise out of or relate to Nunez's
performance of his job duties at City, in accordance with the requirements of the California
Government Code. In addition and in accordance with and consistent with applicable law,
the City shall defend, at the City's expense and with counsel of the City's choosing, any
action, claim, or proceeding in which Nunez is named and which alleges actions on the
part of Nunez, or failures to act, within the scope of the above-referenced indemnity
obligation. Notwithstanding the foregoing, any funds provided for the legal criminal
defense of Nunez, if such were authorized, shall be fully reimbursed to the City if Nunez
is convicted of a crime involving an abuse of his office or position, in accordance with
Government Code section 53243.1. This Section will survive the termination of the
Agreement.
16. Bonding. The City shall bear the full cost of any fidelity or other
bonds required of Nunez, acting as City Manager of the City, under any law or ordinance.
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17. Other Terms and Conditions of Employment. The City Council
may by resolution or contract amendment from time to time fix other terms and conditions
of Nunez's employment as the City may determine relating to the performance of his duties
as City Manager, provided that such terms and conditions are not inconsistent or in conflict
with the provisions of this Agreement, the City's Municipal Code, and all applicable laws.
18. Notices. Notices given under this Agreement shall be in writing and
shall be served personally or sent by Federal Express or some equivalent private
overnight delivery service. Notices shall be deemed received at the earlier of actual
receipt or two (2) days following transmission to an overnight carrier.
City Attn: City Council
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
With a copy to:
Santa Ana City Attorney
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
Nunez
To the address on file with the City's Human
Resource Department
19. Arbitration. Any controversy or claim arising out of the interpretation
or performance of this Agreement, or otherwise pertaining to this Agreement or Nunez's
appointment and service as the City Manager, shall be resolved by binding arbitration in
Orange County, California, in accordance with the rules of the Judicial Arbitration and
Mediation Services, Inc., or such other arbitration service that the City and Nunez may
mutually select; and the arbitration award may be enforced as provided by California law.
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The City shall be solely responsible for the costs of administration and the costs of the
arbitrator.
20. Assignment. This Agreement is not assignable by either the City or
Nunez. The City and Nunez acknowledge that this Agreement is a personal services
agreement for the personal services of the City Manager.
21. General Provisions
a. The text herein shall constitute the entire agreement between
the Parties. No representations have been made or relied upon except as set forth herein.
The Agreement is deemed to have been prepared by all of the Parties hereto, and any
uncertainty or ambiguity herein shall not be interpreted against the drafter, but rather, if
such ambiguity or uncertainty exists, shall be interpreted according to the applicable rules
of interpretation of contracts under the law of the State of California. The use of section
headings in this Agreement is provided for convenience only and will not have any impact
on the interpretation of particular provisions.
b. If Nunez dies or becomes incapacitated during the Term of
this Agreement, any accrued and unpaid wages provided by the terms of this Agreement
shall be paid by City to Nunez's spouse or if no spouse, to Nunez's dependents. The
Agreement shall be binding upon, or shall inure to the benefit of, the respective heirs,
executors, administrators, successors and assigns of the Parties; provided, however,
that Nunez may not assign Nunez's obligations hereunder.
c. If any provision or portion hereof contained in this Agreement
is held to be unconstitutional, invalid, or unenforceable, the remainder of this Agreement
or portion thereof shall be deemed severable and shall not be affected and shall remain
in full force and effect.
d. This Agreement represents the entire understanding of the
City and Nunez as to those matters contained herein, and no prior oral or written
understanding shall be of any force or effect with respect to those matters covered by this
Agreement. Except as specifically authorized by this Agreement, this Agreement may not
be modified, altered or amended, except in writing approved by the City Council at a
regular public meeting and Nunez, and signed by the Mayor and Nunez.
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e. Nunez is expected to conform to the ICMA Code of Ethics.
Nunez shall not engage in any business or transaction, or have a financial or other
personal interest or association, direct or indirect, that is in conflict with the proper
discharge of his official duties or that would tend to impair the independence of his
judgment or action in the performance of his official duties. Nunez shall also be subject
to the conflict of interest provisions of the Government Code of the State of California, the
City's Municipal Code, and any other conflict of interest regulations applicable to Nunez's
employment with the City.
f. This Agreement shall be construed in accordance with the
laws of the State of California and the parties agree that venue shall be in the state court
in the County of Orange, California.
g. Nunez acknowledges that he has had the opportunity to
consult legal counsel in regard to this Agreement, that he has read and understands this
Agreement, that he is fully aware of its legal effect, and that he has entered into it freely
and voluntarily and based on his own judgment and not on any representations or
promises other than those contained in the Agreement.
IN WITNESS WHEREOF, the City and Nunez have executed this Agreement as
of the day and year first above written.
NUNEZ
ALVARO NUNEZ
CITY OF SANT • • A
By' �_ ►��
VA►ERI AMEZCUA AYO
55394.00000\42495009.l
AT • ,Arr.
NMFE ALL CITY CLERK
APPROVED AS TO
FORM:
Sixiarka,
.. -t, SONIA CARVALHO, CITY ATTORNEY
55394.00000\42495009.1