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as it may be amended from time to time, and which is attached hereto <br />as Exhibit A and incorporated herein by reference, except that <br />Employee's annual professional development allowance shall be <br />$2,400. Employee's annual professional development allowance may <br />be adjusted hereafter by Council resolution. In addition, Employee shall <br />receive a cell phone allowance of $75 per month, as compensation for <br />the regular use of a personal cell phone in the course of work. <br />Vacation accrual shall continue at the rate of one hundred and sixty <br />(160) hours annually and shall increase in accordance with the schedule <br />set forth in the Executive Management Summary of Benefits. Vacation <br />shall not be accumulated in excess of two (2) years of accrued vacation <br />leave computed to the 31" of December, except upon written <br />authorization of the City Council. <br />D. The City Council agrees to budget for and pay Employee's annual <br />California State Bar Association dues. The City Council also agrees to <br />budget for and pay the professional dues, subscriptions, courses, <br />institutes, seminars and travel expenses of Employee for participation <br />in professional activities required by law or authorized by City Council. <br />To the extent provided for in the City's annual budget, the City Council <br />encourages Employee to attain positions of leadership in national, state, <br />regional and local associations and organizations relevant to <br />Employee's profession. Subject to budgetary limitations imposed by the <br />City Council, the City Council agrees to pay for travel and subsistence <br />expenses necessary to discharge Employee's official duties for such <br />associations and organizations. <br />2. Section 5 of the Agreement, entitled "Indemnification," is hereby deleted and replaced <br />with Section 5 below. <br />A. City shall defend, save harmless, and indemnify Employee against any <br />tort, professional liability claim or demand or other legal action, whether <br />groundless or otherwise, arising out of an alleged act or omission <br />occurring in the performance of Employee's duties as City Attorney. <br />City may compromise and settle any such claim or suit and the amount <br />of any settlement or judgment rendered thereon. Said indemnification <br />shall extend beyond termination of employment, and the expiration of <br />this Agreement, to provide full and complete protection to Employee as <br />described herein, for any acts undertaken or committed in Employee's <br />capacity as City Attorney, regardless of whether the notice of filing of a <br />lawsuit for such tort, claim, demand, or other legal action occurs during <br />or following Employee's employment with City as City Attorney. <br />Notwithstanding the foregoing, such indemnification shall be limited as <br />set forth below. <br />ATTY/AGR/EMPLOYMENT AGREEMENT/FIRST AMENDMENT CITY ATTORNEY — RAMIREZ <br />REV: 11-02-17 MI <br />Page 2 of 4 <br />