R2014-140 AGREEMENT & APPOINTING INTERIM CITY MANAGER

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-4 - employee of the City, the City shall select and compensate an attorney who shall provide a defense for Employee, unless the City Council determines that said Employee was acting outside of the scope of his duties and responsibilities when engaged in the action or conduct which forms the basis of the Claim. 16. TERMINATION. This Agreement shall terminate upon the earlier of the following: (a) Upon the appointment, qualification and assumption of duties of a replacement City Manager, the Interim Period shall end and Employee shall immediately complete, execute and deliver the Resignation attached in Exhibit B, this Agreement shall terminate, and Employee shall return to and again assume the duties and responsibilities of City Treasurer and Director of Finance (herein"Employee's Prior Position"); (b) Upon the termination of this Agreement for Employee's Disability, or upon the expiration of his Disability Leave, Employee's return to Employee's prior position shall be approved by the City Council; (c) The City may terminate this Agreement immediately at any time by written notice, for any reason or for no reason, by appropriate action of the City Council, which action shall require a majority vote of the members of the City Council; and (d) Employee may terminate this Agreement at any time, for any reason or for no reason, by providing to the City thirty (30) days prior written notice which shall include the date of termination. 17. COMPLETE AGREEMENT. This Agreement constitutes the entire agreement between the Parties with respect to Employee's appointment as Interim City Manager, supercedes all previous agreements both verbal and written with respect to the appointment, and there exist no inducements, promises, terms, conditions, or obligations made or entered into by either the City or Employee which are not expressly contained herein. The Parties agree that to the extent any statement, comment, or representation has been made which lie outside of this Agreement, the other of them did not rely upon such in any manner or fashion whatsoever. The Parties further agree that each has had the opportunity to utilize legal counsel of his or its own choosing, and has conducted investigation into the matters contained herein sufficient to satisfy said Party. The Parties further covenant and agree that neither of them enter into this Agreement under any duress, confusion, or misapprehension, but both Parties agree that they fully understand the terms hereof. This Agreement shall not be subject to amendment, alteration or modification unless such proposed amendment, alteration, or modification is reduced to a writing executed by both Parties. 18. HEADINGS AND RECITALS. The Parties agree that the headings which are utilized within this Agreement are for the convenience of the Parties alone, and such headings shall not increase, decrease, alter, or modify the terms of the language set forth herein. The Recitals are an integral part of this Agreement and are incorporated herein.