AMENDED AND RESTATED EMPLOYMENT AGREEMENT
BETWEEN
THE CITY OF SANTA ANA AND ALVARO NUNEZ
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effectiveas of the 5th day of May, 2026, by and between the CITY OF SANTA ANA, a charter law cityand municipal corporation(“City”),and ALVARO NUNEZ, an individual(“Nunez”) and collectivelywith the City,(the “Parties”),both of whom understand as follows;
RECITALS
Cityand Alvaro Nunez entered intoa CityManager Employment Agreement dated August 6, 2024, whereby he agreed to serve as the City Manager, as provided by the provisionsof Section 500 of the City Charter of the City of Santa Ana; City Council conducted the City Manager’s annual performance evaluation on April21, 2026 resultingin a positiveperformance evaluation. It is the desire of the CityCouncil to (1)continue and secure the servicesof Nunez and to provide inducement for him to remain in such employment, (2) to make possible fullwork productivityby assuring Nunez’s morale and peace of mind with respect to future security,and (3) to provide a means of terminating Nunez’s services ifCity so desires to terminate his employment:
A.
B.
Nunez desires to continue employment, on an at-willbasis, as the CityC.
Manager of the City;and
The Parties further desire to establish certain benefits and certain conditionsD. of Nunez’s employment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Partiesagree as follows:
Employment.
Duties. The City hereby agrees to employ Nunez as City
Manager of the City to perform the functionsand duties specified in City'sCharter and Municipal Code, and Nunez agrees to accept such employment. Nunez shallperform all duties and responsibilitiesimposed by law and industry standards, and such legally permissiblefurtherand proper duties and functionsas the CityCouncil may from time to time assign. Nunez shallhold officeat the pleasure of the City Council and shallbe the
1. a.
chief administrative officer and head of the administrative branch of the government of the City under the directionand controlof the City Council except as otherwise provided in the Municipal Code.
Work Efforts and Schedule. Nunez shall devote such time, interest,and effortto the performance of his duties as may be reasonably necessary to fulfillthe requirements setforthinSection 1.a.Nunez agrees to perform such servicesto the best of hisability,inan efficientand competent manner consistent with the standards of the profession. Due to the nature of the City Manager position,itis understood that flexibilityis required for Nunez’s work schedule, including without limitationthe need for remote work and to modify his schedule within reason to adjust forattendance at meetings at nightand during other times outside of ordinary business hours, at Nunez’s reasonable discretion.Without limitingthe generalityofthe foregoing,Nunez understands and agrees thatthe positionisan exempt, salaried,full-timepositionthat may involveexpenditures of time in excess of forty(40) hours per week, and will also include time outside normal officehours, such as attendance at CityCouncil and other community and publicagency meetings. Nunez shallbe exempt from paid overtime compensation and from Fair Labor Standard Act work hours restrictions.For purposes of this Section, “normal office hours” shall referto work at City Hall when itis open for business, as determined by the City Council.
b.
Outside Professional Activities. Due to the nature of the City Manager position,itisunderstood Nunez shallnot consult or engage in other non-City connected business or employment (aside from community volunteer activities)without the priorknowledge and express approval of the City Council. Nunez may, however, undertake limited outside activities,including (a) volunteer professional development activities,includingactivitieson behalf of organizations likethe League of CaliforniaCities and City Manager associations;(b) volunteer activities;(c) teaching, subject to City Council approval; and/or (d)other relatedactivities,provided that such activitiesdo not in any way interfere,conflictwith,or adversely affecthis employment as City Manager or the performance of his duties as provided herein.
c.
Term.2.
Commencement and Term. This Amended and Restated
Agreement shall be effectiveas of May 5, 2026. The commencement date, August 6, 2024, of Nunez’s service as City Manager, or August 6, shall continue to be referred to as the “Anniversary Date”, and continued without interruptionthrough August 5, 2030 (“Term”),unless terminated as provided inSection 3 herein.
Renewal. On each of the Anniversary Dates in 2030, 2031 and 2032, respectively,thisAgreement shallautomaticallyrenew for one (1) additional year (each automatic one (1)-yearrenewal shallbe considered an extension ofthe Term), unless priorthereto,either(i)the Parties agree to enter into a formal, written amendment to mutually extend the Term of thisAgreement for greater than a one (1)-year period, or (ii)the City Council notifiesNunez of itsintentnot to extend the Agreement for one additionalyear; provided,however, thatinthe event the CityCouncil desires not to allow the automatic renewal of the Term of the Agreement, the City shallinform Nunez, in writing,no lessthan six(6)months priorto 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 2.b allows for two separate one-year renewals.
Termination. Resignation, and Severance Pay.
At-Will.Nunez’s employment with the City is on an at-will basis. Nothing in thisAgreement shallprevent, limitor otherwise interferewith the right of the City Council to terminate,by at leasttwo-thirds(%) 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 thisprovision for at-willtermination 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 CityCouncil’s decision during the ElectionCool-offPeriod or othen^/iseto either(i)not renew, or provide a.
b.
3. a.
notice of non-renewal of, the Agreement, as set forth in Section 2.b, above, or (ii) terminate “forcause,” as set forthin Section 3.c.below, does not constitute a termination for purposes of thisSection 3.a.
Resignation. Nothing in thisAgreement shall prevent, limit,or otherwise interferewith the rightof Nunez to resign from his position,subject only to Nunez providing sixty(60) days’ priorwrittennotice 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 intentto remain as City Manager fora periodof not lessthan three (3)years from the date of execution of this Agreement.
b.
For Cause Termination. Notwithstanding the provisions of Section 3.a.City may terminate thisAgreement ’’forcause” as defined below. In the event Nunez isterminated by the City for “cause” (/.e.,a “For Cause Termination”) then City may terminate thisAgreement immediately and Nunez shall not be entitled to severance and willonly be entitledto the compensation accrued up to the date of such For Cause Termination. For Cause Termination shall be defined for purposes of thisAgreement to only mean any of the following:(1) convictionof any felony; (2) conviction of a misdemeanor arisingdirectlyout of the CityManager's duties pursuant to thisAgreement involvinga willfuland intentionalviolationof law; (3) conviction of a crime of moral turpitude;(4)removal from officeby the Grand Jury;(5) willfulabandonment 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 constitutea violationof Citypolicy,or stateor federallaw.(Convictionforpurposes of thisAgreement includesa judgment entered aftera trial,plea of guilty,or plea of nolo contendere.)
c.
Severance. In the event Nunez is terminated by the City Council at any time that Nunez is stillwilling and able to perform the duties of City Manager, and the terminationisnot a For Cause Termination (/.e.,itisinstead an “At Will Termination”), as defined inSection 3.a.above, then, subject to the limitationsset forth in Government Code Section 53260, the Cityshallpay Nunez a lump sum cash payment settlement equal to twelve (12) months’ base pay (as defined in Section 5, below) d.
(“Severance”), exclusive of incentiveor bonus pay, benefits and other non-cash remuneration, except health benefitswhich willbe continued, at the same levelof City contributionprovided Department head levelemployees (and at the same coverage electionas atthe time oftermination),forthe same period as the severance or untilNunez begins other employment, whichever occurs first.To receive Severance, Nunez must execute and deliverto the City a Settlement Agreement and General Release, in a form satisfactoryto the City,withintwenty-one (21) days of the date of notice of the At Will Termination and given by at leasttwo-thirds(%) membership of the City Council. In the event Nunez electsnot 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 ifitispreceded by a formal request by at leasttwo-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 (/.e.,a For Cause Termination):(2) Nunez resigns or retires,except for a resignationas referenced in the immediately preceding sentence; (3)inthe 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’ priorto the expiration of the Term, per Section 2.b.
Effect of Payment of Severance/Release.e.
Itis understood and agreed by the Partiesthat Nunez
isemployed at will,and that upon commencement of the City’spayment of Severance to Nunez, any rightof Nunez to continued employment with Cityisterminated.The promise and tender of payment to Nunez, of any Severance payable herein, is in lieuof any damages which Nunez- might claim arising out of the At Will Termination of the employment relationshipbetween the Parties,including lostwages, breach of contract, express or implied, breach of covenant of good faithand fairdealing, emotional distress and anxiety,or any similarcontractual and personal injuryclaims.
I.
ii. This Section does not otherwise affect,waive, nor
release any other rightsNunez may have under thisAgreement or applicablelaw.
Abuse of Office. Pursuant to Government Code sections
53243 et seq.,ifNunez isconvicted of a crime involvingan abuse of hisofficeor position, as defined below, allof the followingshall apply upon finalconviction;(1) ifNunez is provided with administrativeleave pay pending an investigation,he shall be required to fullyreimburse such amounts paid; (2) ifthe City,in itsdiscretion,pays for the criminal legaldefense of Nunez, inhisofficialcapacity,Nunez shallbe required to fullyreimburse such amounts paid;and (3) ifthisAgreement isterminated,any cash settlement related to the terminationthat Nunez may receive from the Cityshallbe fullyreimbursed to City.
For purposes of thisSection, “abuse of officeor position”means either:(1) an abuse of public authority,includingwaste, fraud, and violationof the law under color of authority as those crimes are specificallydefined under specificprovision of Californiastatute;or (2) a crime against publicjustice,includinga crime described in Title7 commencing with section 92 of the Penal Code or as specificallydefined under separate provision of California statute.
f.
Public Communications. The City and Nunez agree that
neitherthe City nor Nunez, shallmake any written,oral or electronicstatement to any member of the public,the press, or any City employee concerning Nunez’s separation from the City,except inthe form of a jointpress release, the content of which ismutually agreeable to the Cityand Nunez. Consent of eitherParty to such jointpress release shall not unreasonably be withheld. Either party may verballyrepeat the substance of the joint press release or statement inresponse to any inquiry.This Section 3.q shallnot apply in the event of a For Cause Termination.
g-
Survival. This Section will survive termination of theh.
Agreement.
Revolving Door. Nunez must comply with Government Code
Section 87406.3 for a period of one year afterseparating from service with City. This Section willsurvive termination of thisAgreement.
4. Compensation.5.
Base Salary.The City agrees to pay Nunez forthe services required by thisAgreement a base annual salaryof three-hundred fortythousand two hundred Dollars($340,200.00),payable inequal installmentsat the same time as other employees of the Cityare paid and subjectto customary withholding fortaxes and other required deductions.
a.
Other Salary Adjustments. On his Anniversary Date, the City may consider potentialincreases to Nunez’s salary and/or any other benefits Nunez receives, and to make modifications in such amounts and to such extent (whether inthe nature of a merit-based base salary increase, other compensation enhancement, or otherwise)based on performance, comparative salaries,and the financesof the City,as the City Council in itsdiscretionmay determine thatitisdesirable to do so, to take effect upon City Council approval. The City Council may, initsdiscretion,also determine to give Nunez exceptional performance recognition in the form of a one-time check for exceptional performance during the prioryear, to take effectupon City Council approval.
Any modificationsto Nunez’s compensation or benefitsas contemplated in this Section
5.C requirewrittenamendment of thisAgreement, approved by the City Council at a regularmeeting.
b.
BilingualPay. IfNunez electsto qualifyforbilingualskillpay, the City will pay him the highest amount available to management employees on a schedule consistent with other employees.
Automobile. The City agrees that upon proof of insurance coverage in an amount acceptable to the City,the City shallprovide Nunez a City-owned vehicle for Nunez’s exclusiveuse. The Citywillbe responsiblefor paying for liability,property damage, and comprehensive liabilityinsurance forthe purchase, operation,maintenance, repair,and regular replacement of said vehicle. At Nunez’s discretion,in lieuof electing to utilizea City-owned vehicle, he may elect to receive a monthly vehicle allowance of Five Hundred Dollars($500.00) per month, which shallbe paid on a schedule consistent with the unrepresented Executive Management Group. The vehicle allowance is intended to reimburse Nunez formileage costs and the use of his privatevehicleforCity business.
If Nunez elects the allowance he must provide his own automobile for his use in c.
6. performing his duties and is responsible for allmaintenance, repair,fuel and insurance expenses for said vehicle.Nunez agrees to adhere to alllaws, regulations,and City policiesapplicable to vehicles,driving,or trafficwhen operating any vehicle on City- related business.
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 IPad for purposes of conducting officialCity business. Nunez agrees the use of such equipment shall be for conducting City business only and shall not be used for personal purposes.
7. Leaves, Vacation, and Holidays.
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 existingemployee of City,Nunez has a bank of sick leave hours which he shall be entitledto retain.Sick leave may be used for personal illness,illnessof a spouse or dependent, and doctor and dentist appointments or as otherwise provided under Californialaw. Sick leave earned can be cashed in (intothe City’sRetirement Health Savings (“RHS”) Plan) and/or CalPERS Service Creditat the rateof one hundred percent (100%) of itsvalue upon death, retirementfor disabilityor 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 firstfullpay period in January of each year.
Nunez upon terminationof employment with the City,shall be entitled to the amount of unused sick leave benefits credited to his RHS and/or CalPERS Service Credit account upon the effectivedate of separation.
8. a.
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 existingnormal rate.Nunez may b.
use vacation as itaccrues. 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; itshallnot be necessary to carry Nunez on the payrollfor the vacation period availableat 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.
Management Vacation (AdministrativeLeave). 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 shallbe 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 shallbe entitledto 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 itis construed as overtime under Department of Labor Guidelines implementing provisions of the Fair Labor Standards Act.
c.
Holidays. Nunez shall be entitled to the same number of paid holidays per year as provided to other Cityunrepresented Executive Management Group employees.
d.
Retirement. Insurance, and Other Benefits.
Unless expressly addressed in thiscontract, Nunez will receive the same benefits as the unrepresented Executive Management Group.
9. CalPERS Retirement. The City agrees to execute all
necessary agreements to enrollNunez in the CaliforniaPublic Employees Retirement System ("CalPERS") commensurate with the standard Cityemployee retirementbenefits program, as that program may be changed from time to time. During the term of this Agreement, Cityshallcontributeto the employer's portion and as a Classic member under CalPERS, Nunez willcontinue to be enrolled in the 2.7% at 55 Service Retirement Benefit formula. Nunez shallpay eightpercent (8%) of CalPERS reportable compensation toward a.
the employer cost of the 2.7% at 55 enhanced retirementformula.This payment shallbe implemented as cost-sharingpursuant to Government Code section20516(f).
Pre-Taxable Benefit.To the extentpermittedby CalPERS and InternalRevenue Service regulations,thiseightpercent (8%) employee contributionshall be implemented through payrolldeductions on a pre-tax basis. b.
In addition, Nunez shall further contribute to the costs of his retirement benefits in such amounts, ifany, hereafterapproved by the Cityand applied to Citygeneral management employees priorto the expirationdate of thisAgreement. The Citydoes not participatein Social Securityforemployees enrolledinCalPERS. Notwithstanding the foregoing,inthe event CalPERS determines Nunez to be a classic member, Nunez and the Cityshalleach pay the normal contribution in accordance with City policy. Nunez shall complete CalPERS’s “Reciprocal Self-CertificationForm” and submit the form to the City within 10 business days afteremployment has commenced.
Medical and Other Insurance.c.
Medical.
City Contribution.The City shallprovide health
(medical,dental and vision)insurance benefitsto Nunez. The City shallpay one hundred percent (100%) of the premium coverage for Nunez, and ninety percent (90%) of the premium coverage for alldependent care. Nunez shallbe 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-pocketexpenses, and other costs not covered by insurance.
In-LieuBenefit.In lieuof selectingto 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.
(a)
(b)
ii. Life Insurance and Long Term Disability.City shall
provide Nunez with a term lifeinsurance policy in the amount of five hundred thousand dollars($500,000) and Nunez shallname the beneficiaryof the policy.City shallfurther pay the premium for long-term disabilityinsurance, 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 inan amount equal to the maximum contributionallowed by law, including the normal contributionand the catch-up contributionfor individualsaged 50 or over.
Payments shallbe equallydividedover twelve months and deposited by Cityintohis457 plan account each month.
d. Other Insurance. City shall provide and pay for allother insurance mandated by State law.
Wellness Stipend. Nunez shall be entitled to reimbursement for expenses related to wellness (e.g., uninsured medical expenses, chiropractic visits, electivedental work, fitnessmemberships, etc.),upon submission of receiptsto the City, up to a gross amount ofone thousand Dollars($1,000)per calendar year.
Professional Development. The Cityhereby agrees to budget for and pay traveland subsistence expenses of Nunez forprofessionaltravel,officialtravel, meetings necessary to pursue officialand other functions for the City and to continue professional development of Nunez, to the extent deemed reasonable by the CityCouncil.
The City also agrees to pay for the traveland subsistence expenses of Nunez for short courses, institutesand seminars that are necessary for his professionaldevelopment and forthe good of the City.
10. 11.
Memberships. The City agrees to pay Nunez’s membership dues and subscriptionsin the Orange County City Manager’s Association, the International City/County Management Association (“ICMA”), League of California Cities, California City Managers Foundation, and other similarorganizations to which the City isa member, at City expense with prior City approval. Nunez shall have a reasonable rightto attend meetings of such organizations.
12. General Expenses. The City recognizes that certainextraordinary expenses of a non-personal and job-affiliatednature may be incurred by Nunez, such as a business-related lunch or certainexpenses incurred at a conference of a professional organization of which Nunez is a member. The City agrees to reimburse Nunez for
13. reasonable expenses which are submitted to the City Council withinthirty(30) days of occurrence for approval and which are supported by expense receipts, statements or personal affidavits,and an audit thereof in likemanner as other demands against the City.
For the avoidance of doubt, thisparagraph isintended to apply to business expenses that Nunez himselfdirectlyincursin performance of hisjob duties.
Performance Evaluation. The CityCouncil shallconduct a “mini” review and evaluate the performance of Nunez at the firstregularmeeting thatisat least 120 days followingthe commencement of his job as City Manager. At least annually thereafter,the City Council shallconduct a review and evaluate the performance of Nunez in his role as City Manager in accordance with the City Charter. At the electionof either Nunez or the City Council, the format of such evaluation shall be a facilitated evaluation conducted by a third-partyfacilitatorthat is mutually agreeable to both the City Council and Nunez, at the CityCouncil’sexpense. Ifneitherthe City Council nor Nunez electfor a facilitatedevaluation, the format of the evaluation shallbe as determined by the City Council. The City Council shall provide Nunez with an evaluation of his performance based on criteriaestablished by the City Council with the assistance of Nunez and/or the facilitator,ifso 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 afterthe Anniversary Date, or at any other time as requested by Nunez. Notwithstanding the foregoing,the CityCouncil may evaluate Nunez at any time.
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 allclaims, actions,or causes of action of any kind for which Nunez may be held liableand which arise out of or relate to Nunez’s performance of hisjob duties at City,inaccordance with the requirements of the California Government Code. In addition and in accordance with and consistent with applicable law, the City shalldefend, at the City’sexpense and with counsel of the City’schoosing, any action,claim, or proceeding in which Nunez is named and which alleges actions on the part of Nunez, or failuresto act, within the scope of the above-referenced indemnity obligation.Notwithstanding the foregoing, any funds provided for the legal criminal defense of Nunez, ifsuch were authorized, shall be fullyreimbursed to the City ifNunez
14. 15.
is convicted of a crime involving an abuse of his officeor position,in accordance with Government Code section 53243.1. This Section will survive the termination of the Agreement.
Bonding. The City shall bear the fullcost of any fidelityor other bonds requiredof Nunez, actingas CityManager ofthe City,under any law or ordinance.
Other Terms and Conditions of Employment. The City Council may by resolutionor contractamendment from time to time fix other terms and conditions of Nunez’s employment as the City may determine relatingto the performance of his duties as City Manager, provided that such terms and conditions are not inconsistent or in conflict with the provisions of thisAgreement, the City'sMunicipal Code, and allapplicable laws.
Notices. Notices given under thisAgreement shallbe inwritingand 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 receiptor two (2)days followingtransmission to an overnight carrier.
16. 17.
18. City Attn:CityCouncil
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
With a copy to:
Santa Ana CityAttorney
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92701
Nunez
To the address on filewith the City’sHuman
Resource Department
Arbitration. Any controversy or claim arisingout of the interpretation or performance of thisAgreement, or otherwise pertainingto thisAgreement or Nunez’s appointment and serviceas the CityManager, shallbe resolved by binding arbitrationin Orange County, California,in accordance with the rules of the Judicial Arbitration and Mediation Services, Inc.,or such other arbitrationservice that the City and Nunez may mutually select;and the arbitrationaward may be enforced as provided by Californialaw.
The City shall be solely responsible for the costs of administration and the costs of the arbitrator.
19. 20. Assignment. This Agreement isnot assignable by eitherthe City or Nunez. The City and Nunez acknowledge that thisAgreement is a personal services agreement forthe personal servicesof the CityManager.
21. General Provisions
a. The textherein shallconstitutethe entireagreement between the Parties.No representations have been made or reliedupon except as set forthherein.
The Agreement is deemed to have been prepared by allof the Parties hereto, and any uncertainty or ambiguity herein shall not be interpretedagainst the drafter,but rather,if such ambiguity or uncertaintyexists,shallbe interpretedaccording to the applicablerules of interpretationof contractsunder the law of the State of California. The use of section headings inthisAgreement isprovided forconvenience only and willnot have any impact on the interpretationof particularprovisions.
IfNunez dies or becomes incapacitated during the Term of thisAgreement, any accrued and unpaid wages provided by the terms of thisAgreement shall be paid by City to Nunez’s spouse or ifno spouse, to Nunez’s dependents. The Agreement shallbe binding upon, or shallinure to the benefit of, the respective heirs, executors, administrators,successors and assigns of the Parties;provided, however, that Nunez may not assign Nunez’s obligationshereunder.
Ifany provision or portion hereof contained inthisAgreement is held to be unconstitutional,invalid,or unenforceable, the remainder of thisAgreement or portion thereof shall be deemed severable and shall not be affected and shall remain in fullforce and effect.
b.
c.
This Agreement represents the entireunderstanding of the City and Nunez as to those matters contained herein, and no prior oral or written understanding shallbe of any force or effectwith respect to those matters covered by this Agreement. Except as specificallyauthorized by thisAgreement, thisAgreement 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.
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 interestor association,director indirect,that is in conflictwith the proper discharge of his officialduties or that would tend to impair the independence of his judgment or action in the performance of his officialduties. Nunez shall also be subject to the conflictof interestprovisions of the Government Code of the State of California,the City'sMunicipal Code, and any other conflictof interestregulations applicable to Nunez’s employment with the City.
d.
e.
This Agreement shall be construed in accordance with the laws of the State of Californiaand the partiesagree that venue shall be in the state court inthe County of Orange, California.
f.
Nunez acknowledges that he has had the opportunity to
consult legalcounsel in regard to thisAgreement, that he has read and understands this Agreement, that he isfullyaware of itslegaleffect,and that he has entered into itfreely and voluntarilyand based on his own judgment and not on any representations or promises other than those contained inthe Agreement.
g-
IN WITNESS WHEREOF, the Cityand Nunez have executed thisAgreement as of the day and year firstabove written.
NUNEZ
ALVARO NUNEZ
CITY OF SANTA ANA
By:
VALERIE AMEZCUA, MAYOR
ATTEST:
JENNIFER L. HALL, CITY CLERK
APPROVED AS TO FORM:
SOHleA CARVALHO, CITY ATTORNEY
By:
'SIAN
SENIOR ASSISTANT CITY ATTORNEY
im