Item 32 Exhibit 1 Revised 08.19.2024

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55394.00000\42495009.1 d. This Agreement represents the entire understanding of the City and Nuñez as to those matters contained herein, and no prior oral or written understanding shall be of any force or effect with respect to those matters covered by this Agreement. Except as specifically authorized by this Agreement, this Agreement may not be modified, altered or amended, except in writing approved by the City Council at a regular public meeting and Nuñez, and signed by the Mayor and Nuñez. e. Nuñez is expected to conform to the ICMA Code of Ethics. Nuñez shall not engage in any business or transaction, or have a financial or other personal interest or association, direct or indirect, that is in conflict with the proper discharge of his official duties or that would tend to impair the independence of his judgment or action in the performance of his official duties. Nuñez shall also be subject to the conflict of interest provisions of the Government Code of the State of California, the City's Municipal Code, and any other conflict of interest regulations applicable to Nuñez’s employment with the City. f. This Agreement shall be construed in accordance with the laws of the State of California and the parties agree that venue shall be in the state court in the County of Orange, California. g. Nuñez 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 the Agreement . IN WITNESS WHEREOF, the City and Nuñez have executed this Agreement as of the day and year first above written. NUÑEZ ________________________ ALVARO NUÑEZ