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HomeMy Public PortalAbout15) 7L Amended and Restated Employment Agreement - City ManagerAGENDA ITEM 71. MANAGEMENT SERVICES DEPARTMENT DATE: November 6, 2012 TO: The Honorable City Council FROM: Jose E. Pulido, City Manager By: Eric S. Vail, City Attorney MEMORANDUM SUBJECT: AMENDED AND RESTATED EMPLOYMENT AGREEMENT FOR THE POSITION OF CITY MANAGER RECOMMENDATION: The City Council is requested to: a) Approve the Amended and Restated Employment Agreement for the Position of City Manager and authorize the Mayor to sign the Amended and Restated Employment Agreement; and b) Approve a performance bonus for the City Manager in the amount of $20,287.80 pursuant to Section 2.2 of said Employment Agreement. BACKGROUND: 1. On October 6, 2009, the City and Jose Pulido entered into an Employment Agreement for the position of City Manager. The Employment Agreement provided the terms and conditions of Mr. Pulido's employment with the City, including compensation, insurance coverage and hours of work, among other things. 2. On July 20, 2010, the City and Mr. Pulido approved and executed the First Amendment to the Employment Agreement. The First Amendment temporarily reduced Mr. Pulido's compensation for Fiscal Year (FY) 2010-11 consistent with the reductions required of other City staff. 3. On August 2, 2011, the City and Mr. Pulido approved and executed the Second Amendment to the Employment Agreement. The Second Amendment changed certain negotiated terms and conditions of Mr. Pulido's employment based upon his performance review. The changes included a 2% increase in base compensation, allowing Mr. Pulido to work a 9/80 work schedule, a $300 monthly vehicle allowance and elimination of the $125 monthly cell phone/PDA City Council November 6, 2012 Page 2 reimbursement. Mr. Pulido was also awarded a performance bonus of $19,500 pursuant to Section 2.2 of his Employment Agreement at the conclusion of the annual performance evaluation provided for in Section 2.3 of the Employment Agreement. 4. On June 19, 2012, the City Council (Council) approved the FY 2012-13 City Budget and granted a 2% cost of living adjustment to all full-time and part-time City employees. 5. During the months of June through October, 2012, the Council conducted Mr. Pulido's annual performance review and directed that a performance bonus of $20,287.80 be placed on the Council's agenda for approval. 6. On October 16, 2012, the City Council concluded Mr. Pulido's performance evaluation. ANALYSIS: After the conclusion of the Mr. Pulido's performance evaluation, the Council and Mr. Pulido engaged in negotiations regarding the terms and conditions of his Employment Agreement and compensation package. These negotiations resulted in a recommendation to fix the language in Section 2.5.1 "Health Insurance" to conform to existing City policies, and to reduces the potential of severance payments from 12 months to six months. The proposed Amended and Restated Employment Agreement for the position of City Manager updates the Employment Agreement between the City and Mr. Pulido to reflect current City policies and to implement the agreement that was reached between the City Council and Mr. Pulido during their negotiations. The Amended and Restated Employment Agreement incorporates the changes that were made in the First and Second Amendments to the Employment Agreement to the extent that they are still applicable. In addition, the following changes are made to the Employment Agreement: • Section 2.1. Base Salary. This section was amended to reflect the current base salary of $202,878. It should be noted that this is not an increase in salary, rather the change just reflects the current base salary level. (Mr. Pulido's base salary since his start of employment is as follows: $195,000 in 2009, $198,900 in 2011 (2% Cost of Living Adjustment or COLA), and $202,878 in 2012 (2% COLA). • Section 2.5.1. Health Insurance. This section now conforms to the City's existing policies for employee health insurance, specifically by providing: (1) that the City will cover 100% of the premiums for City provided HMO or PPO medical, dental and vision coverage for Mr. Pulido; (2) that the City will cover 50% of the premiums for City provided City Council November 6, 2012 Page 3 HMO or PPO medical, dental and vision coverage for Mr. Pulido's dependants; and (3) that Mr. Pulido is eligible to participate in the City's Optional Benefit Plan. This change does not increase insurance coverage, rather it implements the same coverage for the City Manager as enjoyed by existing full-time City Employees. Section 5.1. Termination Without Cause. The existing Employment Agreement provides Mr. Pulido up to 12 months of base salary as a severance payment in the event the City Council determines to terminate Mr. Pulido's employment "not for cause." The amended agreement reduces the potential severance payment to 6 months of base salary. Additionally, at the conclusion of the Council's 2012 Performance Evaluation of the City Manager, the Council directed the City Attorney to place the approval of a 10% performance bonus ($20,287.80), pursuant to Section 2.2 of Mr. Pulido's Employment Agreement, on the Council's next regular agenda. CONCLUSION: It is recommended that the Council approve the attached Amended and Restated Employment Agreement for the position of City Manager. This agreement updates the terms and conditions of Mr. Pulido's employment consistent with the City's policies and with direction provided during the 2012 compensation negotiations. It is also recommended that the City Council approve a 10% performance bonus of $20,287.80 for Mr. Pulido consistent with his Employment Agreement, pursuant to Council action upon conclusion of his 2012 performance evaluation. FISCAL IMPACT: Approval of the performance bonus will increase the City Manager's compensation for 2012, only, by that amount of $20,287.80. The Council approved budget includes sufficient funds for this award. Approval of the Amended and Restated Employment Agreement will reduce the potential financial liability of the City to Mr. Pulido in the event of termination of his employment "not for cause" by the amount of $101,439. The adjustments to health insurance eligibility language is not anticipated to have a significant fiscal impact. ATTACHMENT: A. Amended and Restated Employment Agreement for the Position of City Manager. Attachment A AMENDED AND RESTATED EMPLOYMENT AGREEMENT For the Position Of CITY MANAGER This Amended and Restated Employment Agreement ("Agreement") is made and entered into this _ day of , 2012, by and between the CITY OF TEMPLE CITY ( "CITY"), a California charter city, and JOSE E. PULIDO ("PULIDO"), an individual, on the following terms and conditions: RECITALS A. On October 6, 2009, CITY and PULIDO entered into an Employment Agreement ("Original Agreement") whereby CITY employed the services of PULIDO as City Manager of CITY ("City Manager"), as provided for by the Temple City Municipal Code, in consideration of and subject to the terms, conditions, and benefits set forth in the Original Agreement. B. On July 20, 2010, CITY and PULIDO executed a First Amendment to the Original Agreement reducing PULIDO's compensation for Fiscal Year (FY) 2010-11 consistent with the reductions required of other CITY staff (i.e., 1% employee contribution to the Public Employees Retirement Systems). C. On August 2, 2011, CITY and PULIDO executed a Second Amendment to the Original Agreement changing certain negotiated terms and conditions of PULIDO's employment based upon PULIDO's performance review. D. Now, CITY and PULIDO desire to further amend the Original Agreement to adjust PULIDO's compensation and health insurance contributions, and to reduce the amount of available severance. E. This Agreement restates the Original Agreement as amended by the First and Second Amendments thereto, and makes farther amendments to the Original Agreement. This Agreement is intended to replace and supersede the Original Agreement as amended. OPERATIVE PROVISIONS In consideration of the promises and covenants contained herein, the parties agree as follows: 1. Position and Duties. 1.1 Position. PULIDO accepts employment with CITY as its City Manager and shall perform all functions, duties and services set forth in Section 1.4 [Duties] of this Agreement. 1.2 Period of Employment I Commencement Date. PULIDO's employment with CITY shall be "at -will," which means either PULIDO or CITY may terminate the employment relationship at any time, for any reason or no reason, with or without cause. PULIDO's employment shall be LA #4835-1076-0977 vl 1 DRAFT subject to the provisions applicable to the office of the City Manager contained in the Temple's City's Charter and Municipal Code, as they may be amended from time to time. PULIDO shall commence the performance of his duties as the City Manager on October 26, 2009 ("Commencement Date") or at such other date as the parties hereto shall agree in writing. 1.3 At -Will. PULIDO acknowledges that he is an at -will employee of CITY who shall serve at the pleasure of the City Council at all times during the period of his service hereunder. To the extent they conflict with this at -will status, the terms of CITY's personnel rules, policies, regulations, procedures, ordinances, and resolutions, including without limitation CITY Resolution 07-4515 (collectively "Personnel Policies"), as they may be amended or supplemented from time to time, shall not apply to PULIDO, and nothing in this Agreement is intended to, or does, confer upon PULIDO any right to any property interest in continued employment, or any due process right to a hearing before or after a decision by the City Council to terminate his employment, except as is expressly provided in Section 5 [Termination] of this Agreement. Nothing contained in this Agreement shall in any way prevent, limit or otherwise interfere with the right of CITY to terminate the services of PULIDO as provided in Section 5 [Termination]. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of PULIDO to resign at any time from this position with CITY, subject only to the provisions set forth in Section 5 [Termination] of this Agreement. 1.4 Duties. PULIDO shall serve as the City Manager and shall be vested with the powers, duties and responsibilities set forth in Section 702 of the Temple City Charter and Section 2200 et seq. of Chapter 2 of Title 2 of the Temple City Municipal Code, as may be amended from time to time, the terms of which are incorporated herein by reference. PULIDO shall provide service at the direction and under the supervision of the City Council. It is the intent of the parties that the City Manager shall keep the City Council fully apprized of all significant ongoing operations of CITY. Toward that end, PULIDO shall report directly to the City Council and will periodically, or as may be otherwise specifically requested by the City Council, provide status reports to the City Council on his activities and those of CITY. It is the intent of the City Council for the City Manager to function as the chief executive officer of CITY's organization. Without additional compensation, PULIDO shall provide such other services as are customary and appropriate to the position of City Manager, including serving as the Executive Director of the Successor Agency for the Former Temple City Redevelopment Agency, Temple City Housing Authority, and the Financing Authority, together with such additional services assigned from time to time by the City Council as may be consistent with California law and the Temple City Charter and Municipal Code. PULIDO shall devote his best efforts and full-time attention to the performance of these duties. Notwithstanding PULIDO's duties as City Manager, nothing in this Agreement shall be construed to prohibit direct communications between the City Council and employees of CITY in a manner that is consistent with the City's personnel rules, administrative policies and City Council policies. 1.5 Hours of Work. PULIDO shall devote the time necessary to adequately perform his duties as City Manager during the first year ending October 26, 2010. PULIDO shall be allowed reasonable flexibility in setting his own office hours, provided that he has, to the extent reasonably practical, an onsite presence at City Hall during each day City Hall is open for regular business and LA #4835-1076-0977 vl 2 DRAFT that the schedule of such hours provides adequate availability to the City Council, CITY staff, and members of the community during normal business hours for City Hall and for the performance of his duties and of CITY business. In the second year, ending October 26, 2011, the City Council will consider an adjustment of PULIDO's hours of work, provided PULIDO has met the goals and priorities set by the City Council. The position of City Manager shall be deemed an exempt position under state and federal wage and hour laws. PULIDO's compensation (whether salary or benefits or other allowances) is not based on hours worked and PULIDO shall not be entitled to any compensation for overtime. Commencing July 1, 2011, PULIDO's hours of work shall be on a 9/80 schedule (i.e., PULIDO shall work eighty hours in nine business days, with the tenth business day off), provided that PULIDO continues to devote sufficient time to perform his duties as City Manager. 1.6 Regional and Professional Activity. The City Council desires PULIDO to be reasonably active in national, statewide, regional and professional organizations that will contribute to City Manager's professional development and standing and that will contribute to the advancement of CITY's interests and standing. Toward that end, PULIDO may, upon advance notice to the City Council, undertake such activities as are directly related to his professional development and that advance the interests and standing of CITY. These activities may include, without limitation, participation in the California Contract Cities Association, California League of Cities, ICMA, City Management Foundation, San Gabriel Valley City Manager's Association or other similar national, statewide, regional or professional organizations, and periodic teaching assignments of limited duration at institutions of higher learning or professional instruction located in Southern California, provided that such activities do not in any way interfere with or adversely affect his employment as City Manager or the performance of his duties as provided herein. CITY agrees to budget and, consistent with that budget, pay for the dues and subscriptions of the City Manager necessary for his participation in national, statewide, regional or professional organizations. CITY agrees to reimburse, as provided in Section 1.8 [Reimbursement] of this Agreement, PULIDO's reasonable and necessary travel, business and subsistence expenses for the activities described herein, except for the periodic teaching assignments described above which shall be undertaken at PULIDO's own expense. 1.7 Other Activity. In accordance with Government Code Section 1126, during the period of his employment, PULIDO shall not accept, without the express prior written consent of the City Council, any other employment or engage, directly or indirectly, in any other business, commercial, or professional activity (except as permitted under Section 1.6 [Regional and Professional Activity]), whether or not to pecuniary advantage, that is or may be competitive with CITY, that might cause a conflict-of-interest with CITY, or that otherwise might interfere with the business or operation of CITY or the satisfactory performance of PULIDO's duties as City Manager. 1.8 Reimbursement. CITY shall reimburse PULIDO for reasonable and necessary travel, subsistence and other business expenses incurred by PULIDO in the performance of his duties. All reimbursements shall be subject to and in accordance with California law and CITY's adopted Employee Reimbursement Policy. LA #4835-1076-0977 vl 3 DRAFT 1.9 Residence. PULIDO is not required to live within the boundaries of CITY. However, PULIDO agrees to maintain a permanent residence within a reasonable response time to the Temple City City Hall. PULIDO agrees to be available by cell phone to the CITY on an around the clock basis. 2. Compensation. 2.1 Base Salary. PULIDO shall receive an annual base salary of Two Hundred and Two Thousand Eight Hundred Seventy -Eight Dollars and No Cents ($202,878.00) paid according to the payroll schedule in place for CITY employees paid bi-weekly. Any and all adjustments to PULIDO's base salary compensation will be obtained through negotiation with the City Council and are not governed by CITY's Personnel Policies. 2.2 Performance Bonus. PULIDO shall become eligible to be considered for a performance bonus in his second year of employment (commencing on the first anniversary of the Commencement Date) and then annually thereafter. Award of a performance bonus to PULIDO shall be at the sole discretion of the City Council. No performance bonus shall exceed ten percent (10%) of PULIDO's base salary. The City Council will consider the award of a performance bonus as part of PULIDO's annual evaluation described in Section 2.3 [Evaluation] below. In considering whether to award PULIDO a bonus, the City Council will consider PULIDO's overall performance as City Manager, including his leadership skills, professional ethics, progress in meeting, achieving or exceeding City Council defined goals, priorities, activities, and programs, his involvement in local, regional, and statewide organizations beneficial to the City, and other factors the City Council may find relevant. 2.3 Evaluation. Annually, and at a time agreed upon by the City Council and PULIDO (which time shall be at least thirty (30) days before PULIDO's anniversary date, October 26), the City Council will review and evaluate the performance of PULIDO as City Manager using an experienced professional outside facilitator mutually agreed upon by the City Council and PULIDO. The purpose of the review shall be to provide PULIDO with feedback on his performance, desired areas of improvement, and progress in meeting, achieving, or exceeding City Council defined goals, objectives, priorities, activities, and programs (collectively City Manager Work Program). During PULIDO's first year of employment and before December 31, 2009, PULIDO shall meet with the City Council to establish Goals for the following year. Failure of CITY to provide a performance evaluation shall not limit CITY's ability to terminate this Agreement pursuant to Section 5 [Termination]. 2.4 Deferred Compensation. During the period of employment, PULIDO shall be entitled to participate in CITY's deferred compensation programs at PULIDO's own expense, provided CITY continues to maintain these plans for CITY employees. 2.5 Benefits. 2.5.1 Health Insurance. CITY agrees to make available to PULIDO the same health, dental and vision insurance coverage on the same terms as CITY makes available to CITY LA 44835-1076-0977 V1 DRAFT employees. CITY agrees to pay 100% of the annual premiums for health, dental and vision insurance coverage for PULIDO on any City -provided HMO or PPO plan, and 50% of the annual premiums for medical, dental and vision insurance for PULIDO's dependants on any City -provided HMO or PPO plan. PULIDO may participate in the Optional Benefit Plan, as such plan may be amended by the City from time to time. CITY agrees to fund contributions towards the annual premiums through a tax -advantaged health benefit contribution account or similar funding vehicle. The terms and conditions of PULIDO's eligibility for any post-retirement health insurance coverage shall be subject to the same terms and conditions as other CITY employees. 2.5.2 Life Insurance. CITY agrees that during the period of employment it will provide PULIDO with, and pay the annual premiums for, a term life insurance policy in an amount equal to Five Hundred Thousand Dollars and No Cents ($500,000.00). 2.5.3 Disabilitv Insurance. CITY agrees that during the period of employment it will pay one hundred percent (100%) of the premium payments applicable to, and to otherwise permit PULIDO to participate in, CITY's short-term and long-term disability insurance programs, which currently require an eight (8) day waiting period following illness/injury before qualifying for short- term disability which lasts for up to six (6) months, with coverage thereafter converting to long-term disability. 2.6 Vehicle Operation. CITY will provide PULIDO with a monthly vehicle allowance in the amount of three hundred dollars ($300). PULIDO agrees that he will keep, at his own expense, his own vehicle in reasonable repair, shall obey all traffic laws relating to operation of the vehicle and shall use due care and caution in its operation. PULIDO shall provide evidence of a liability insurance policy in an amount of not less than one hundred thousand dollars ($100,000.00) naming CITY as an additional insured. 2.7 Jury Duty. The City Manager will receive full pay and benefits while responding to a jury summons or serving on a jury, up to a maximum of fourteen (14) business days. Any compensation for such jury duty (except travel pay) shall be remitted to CITY. 2.8 Business Related Equipment. CITY shall provide PULIDO with access to a CITY provided cell phone or personal data device as is currently in use within the CITY (e.g., iPhone or similar device). 3. Vacation and Other Leave. 3.1 Vacation Leave. PULIDO shall be eligible to accrue vacation leave at a total of four weeks (20 days or 160 hours) per year of employment. The payroll period rate of vacation leave shall accrue at a rate of 6.15 hours per payroll period. The maximum amount of vacation leave that PULIDO may have at any time shall equal six weeks (30 days or 240 hours). If PULIDO's earned but unused vacation leave reaches 240 hours, PULIDO will stop accruing vacation leave unless and until the accrued vacation leave falls below 240 hours. Vacation leave will not be earned during the period in which PULIDO's benefits are at such maximum amount. Upon approval of the Mayor and concurrence of the Administrative Services Director and City Attorney, PULIDO may sell back LA #4835-1076-0977 v1 5 DRAFT earned but unused vacation leave once each quarter up to a maximum of 120 hours per calendar year. PULIDO shall be paid the value of any earned and unused vacation leave at the time of separation of employment for any reason. 3.2 Holidays. Paid holidays shall be in accordance with CITY's current practices and are subject to change annually. Paid holidays will be those deemed authorized by CITY. The CITY currently provides twelve (12) days paid holidays, including two (2) days floating paid holidays. 3.3 Administrative Leave. In addition to the paid leave described in 3.1 above, PULIDO shall be entitled to a portion of five (5) days of administrative leave pro rated as of the Commencement Date. Thereafter, PULIDO shall be entitled to five (5) days of administrative leave on July 1 of each fiscal year following the Commencement Date in consideration of being required to attend City Council meetings. Provided, however, that the maximum amount of administrative leave that PULIDO may have at any time shall equal five (5) days . If PULIDO's earned but unused administrative leave reaches five (5) days, PULIDO will stop accruing administrative leave unless and until the accrued administrative leave falls below five (5) days. Upon approval of the Mayor and concurrence of the Administrative Services Director and City Attorney, PULIDO may sell back earned but unused administrative leave once each quarter up to a maximum of five (5) days (40 hours) per calendar year. PULIDO shall be paid the value of any earned and unused administrative leave at the time of separation of employment for any reason. 3.4 Sick Leave. In addition to the paid leave described in 3.1 above, PULIDO shall accrue sick leave at a rate of eight (8) hours per month for a maximum accrual of 96 hours. Such annual grant of sick leave must be used by June 30 of the fiscal year in which it is granted. Granted and unused sick leave shall not be carried over into the following year. No compensation shall be provided for granted and unused sick leave and such granted and unused sick leave shall not be paid out to PULIDO at the time of separation from employment. Unused administrative leave shall not be converted into vacation leave or administrative leave. 4. Retirement. PULIDO shall be enrolled in the State of California's Public Employees Retirement System ("CalPERS") in accordance with CITY's 2.5% at 55 plan. CITY shall pay both the full employer and employee contribution (the employee's contribution paid by CITY is currently eight percent (8%)). PULIDO shall be entitled to participate in the 1959 Survivor Benefit Plan. The City reports the value of the Employer Paid Member's Contribution (EPMC) to CalPERS. 4.1 Fiscal Year 2011/12 and subsequent fiscal years. For Fiscal Year 2011/12 and subsequent fiscal years, CITY shall pay the full employer contribution to CalPERS. PULIDO agrees to pay 1% of the full employee contribution to CaIPERS and the CITY shall pay the remaining portion of the employee contribution. LA #4835-1076-0977 vl DRAFT 5. Termination. 5.1 By City Not for Cause. Except as is provided in Section 5.1.1 below, CITY may terminate PULIDO for any reason, and at any time, with or without cause, by providing PULIDO thirty (30) days prior written notice thereof together with the applicable "severance payment" provided for below. In lieu of providing thirty (30) days prior written notice of termination, CITY may place PULIDO on paid leave status during the thirty (30) day notice period or any portion thereof. CITY may dismiss PULIDO notwithstanding anything to the contrary contained in or arising from any Personnel Policies or past CITY practices relating to the employment, discipline, or termination of its employees. The "severance payment" shall equal six (6) months base salary, less applicable deductions, plus applicable accrued vacation and administrative leave as provided herein together with any extension of benefits required under California law. This provision is intended to comply with Government Code Sections 53260 and 53261. 5. 1.1 Termination After Seatine of New Councilmember. PULIDO may not be terminated, except for cause, within ninety (90) days of the seating of a new CITY Councilmember. 5.2 By Employee. PULIDO may terminate his employment for any reason, and at any time, with or without cause, by providing CITY with thirty (30) days advance written notice. CITY shall have the option, in its complete discretion, to make PULIDO's termination effective at any time prior to the end of such period, provided CITY pays PULIDO all compensation due and owing him through the last day actually worked, plus an amount equal to the base salary PULIDO would have earned through the balance of the thirty (30) day notice period. 5.3 By City for Cause. CITY may immediately terminate this Agreement at any time by providing PULIDO written notice of his termination for cause. No severance payment shall be paid in the event PULIDO's employment is terminated for cause, except that CITY shall pay PULIDO for his accrued and unused vacation and administrative leave, as provided for in this Agreement. For purposes of this Agreement, cause for termination shall include, but not be limited to, the following: theft or attempted theft; material dishonesty; willful or persistent material breach of duties; engaging in unlawful discrimination or harassment of employees or any third party while on CITY premises or time; conviction of a felony; engaging in conduct tending to bring embarrassment or disrepute to CITY and unauthorized absences. PULIDO expressly waives any rights provided for Administrative Personnel under CITY's Personnel Policies, any rights provided for the City Manager or Administrative Personnel under the Temple City Municipal Code or under State or Federal law to any form of pre or post -termination hearing, appeal, or other administrative process pertaining to termination, except when PULIDO has a California or federal constitutional right to a name clearing hearing. 5.4 Termination Obligations. PULIDO agrees that all property, including, without limitation, all equipment, tangible Proprietary Information (as defined below), documents, records, notes, contracts, and computer-generated materials furnished to or prepared by him incident to his employment belongs to CITY and shall be returned promptly to CITY upon termination of PULIDO's employment. PULIDO's obligations under this subsection shall survive the termination of his employment and the expiration of this Agreement. LA #4835-1076-0977 v1 DRAFT 5.5 Benefits Upon Termination. All benefits to which PULIDO is entitled under this Agreement shall cease upon PULIDO's termination in accordance with this Section 5, unless expressly continued either under this Agreement, under any specific written policy or benefit plan applicable to PULIDO, or unless otherwise required by law. 6. Proprietary Information. "Proprietary Information" is all information and any idea pertaining in any manner to the business of CITY (or any CITY affiliate), its employees, clients, consultants, or business associates, which was produced by any employee of CITY in the course of his or her employment or otherwise produced or acquired by or on behalf of CITY. Proprietary Information shall include, without limitation, trade secrets, product ideas, inventions, processes, formulae, data, know-how, software and other computer programs, copyrightable material, marketing plans, strategies, sales, financial reports, forecasts, and customer lists. All Proprietary Information not generally known outside of CITY's organization, and all Proprietary Information so known only through improper means, shall be deemed "Confidential Information." During his employment by CITY, PULIDO shall use Proprietary Information, and shall disclose Confidential Information, only for the benefit of CITY and as is or may be necessary to perform his job responsibilities under this Agreement. Following termination, PULIDO shall not use any Proprietary Information and shall not disclose any Confidential Information, except with the express written consent of CITY. PULIDO's obligations under this Section shall survive the termination of his employment and the expiration of this Agreement. 7. Conflict Of Interest. PULIDO represents and warrants to CITY that he presently has no interest, and represents that he will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or interfere in any way with performance of his services under this Agreement. S. General Provisions. 8.1 Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be effective upon delivery by hand or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, and addressed to CITY at the address below, and or at the last known address maintained in PULIDO's personnel file. PULIDO agrees to notify CITY in writing of any change in his address during his employment with CITY. Notice of change of address shall be effective only when accomplished in accordance with this Section. City's Notice Address: City of Temple City 9701 Las Tunas Drive Temple City, CA 917803 Attn: Mayor and City Council LA #4835-1076-0977 vI DRAFT City Manager's Address: [Deliver to last updated address in personnel file] 8.2 Indemnification. Subject to, in accordance with, and to the extent provided by the California Tort Claims Act [Government Code Section 810 et seq.] CITY will indemnify, defend, and hold PULIDO harmless from and against any action, demand, suit, monetary judgment or other legal or administrative proceeding, and any liability, injury, loss or other damages, arising out of any act or omission occurring during PULIDO's tenure as City Manager. 8.3 Bonding. The CITY shall bear the full cost of any fidelity or other bonds required of the City Manager under any law or ordinance. 8.4 Integration. This Agreement is intended to be the final, complete, and exclusive statement of the terms of PULIDO's employment by CITY. This Agreement supersedes all other prior and contemporaneous agreements and statements, whether written or oral, express or implied, pertaining in any manner to the employment of PULIDO, and it may not be contradicted by evidence of any prior or contemporaneous statements or agreements. To the extent that the practices, policies, or procedures of CITY, now or in the future, apply to PULIDO and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. 8.5 Amendments. This Agreement may not be amended except in a written document signed by PULIDO, approved by the City Council and signed by CITY's Mayor or designee. 8.6 Waiver. Failure to exercise any right under this Agreement shall not constitute a waiver of such right. 8.7 Assignment. PULIDO shall not assign any rights or obligations under this Agreement. CITY may, upon prior written notice to PULIDO, assign its rights and obligations hereunder. 8.8 Severability. If a court or arbitrator holds any provision of this Agreement to be invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect. 8.9 Attorneys' Fees. In any legal action, arbitration, or other proceeding brought to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. 8.10 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, with venue proper only in Los Angeles County, State of California. 8.11 Interpretation. This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. By way of example and not in limitation, this Agreement shall not be construed in favor of the party receiving a benefit nor against the party responsible for any particular language in this Agreement. Captions are used for reference purposes only and should be ignored in the interpretation of the Agreement. This Agreement may be altered, LA 44935-1076-0977 vl 9 DRAFT amended or modified only by an instrument in writing, executed by the parties to this Agreement and by no other means. Each party waives their future right to claim, contest or assert that this Agreement was modified, cancelled superseded or changed by any oral agreement, course of conduct, waiver or estoppel. 8.12 Acknowledgment. PULIDO 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 this Agreement. IN WITNESS WHEREOF, CITY has caused this Agreement to be signed and executed on its behalf by its Mayor and duly attested to by its City Clerk, and PULIDO has signed and executed this Agreement, as of the date first indicated above. CITY MANAGER Jose E. Pulido, City Manager ATTEST Mary Flandrick, City Clerk LA #4835-1076-0977 V 10 DRAFT CITY OF TEMPLE CITY Fernando Vizcarra, Mayor APPROVED AS TO FORM Eric S. Vail, City Attorney