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J. The City Council's decision to terminate Employee's employrnent shall be <br /> made in closed session and disclosed according to law. <br /> 5. INDEMNIFICATION <br /> A. City shall defend, save harmless, and indemnify Employee against any tort, <br /> professional liability claim or demand or other legal action, whether groundless or <br /> otherwise, arising out of an alleged act or omission occurring in the performance of <br /> Employee's duties as City Attorney. City may compromise and settle any such <br /> claim or suit and the amount of any settlement or judgment rendered thereon. Said <br /> indemnification shall extend beyond termination of employment,and the expiration <br /> of this Agreement, to provide full and complete protection to Employee as <br /> described herein, for any acts undertaken or committed in Employee's capacity as <br /> City Manager, regardless of whether the notice of filing of a lawsuit for such tort, <br /> claim, demand, or other legal action occurs during or following Employee's <br /> employrnent with City as City Manager. Notwithstanding the foregoing, such <br /> indemnification shall be limited as set forth below. <br /> B. For the purposes of this Agreement, "abuse of office or position" shall be defined <br /> as in California Government Code Section 53243.4. <br /> C. Notwithstanding any other provision in this Agreement and in accordance with <br /> California Government Code Sections 3511.1,3511.2,53243 53243.1 and 53243.2, <br /> the following limitations apply to City's obligations to Employee: <br /> i) In the event Employee is placed on paid leave pending an investigation, <br /> Employee shall reimburse such pay to City if he is subsequently convicted of a <br /> crime that constitutes"abuse of office or position." <br /> ii) In the event City pays for Employee's legal criminal defense, he shall fully <br /> reimburse such funds to the City if he is subsequently convicted of a crime that <br /> constitutes "abuse of office or position." <br /> iii) If this contract is terminated, any cash settlement related to the termination that <br /> Employee may receive from City must be full reimbursed to City if he is <br /> subsequently convicted of a crime that constitutes"abuse of office or position." <br /> 7. NOTICES. <br /> Any notices required by this Agreement shall be in writing and either given in <br /> person or by first class mail with postage prepaid and addressed as follows: <br /> TO CITY: Mayor <br /> City of Redwood City <br /> 1017 Middlefield Rd. <br /> Redwood City, CA 94063 <br /> TO EMPLOYEE: Veronica Ramirez <br /> [City to use last address in personnel file] <br /> ATTY/AGR/EMPLOYMENT AGREEMENT/VERONICA RAMIREZ <br /> REV:08-22-16 MK <br /> Page 5 of 7 <br />