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55394.00000\42495009.1 <br /> <br />2. Term. <br />a. Commencement and Term. This Agreement shall be effective <br />as of August 6, 2024, which is the commencement date of Nuñez’s service as City <br />Manager (August 6 shall hereinafter be referred to as the “Anniversary Date”) and <br />continued without interruption through August 5, 2027 (“Term”), unless terminated as <br />provided in Section 3 herein. <br />b. Renewal. On each of the Anniversary Dates in 2026, 2027 <br />and 2028, respectively, this Agreement shall automatically renew for one (1) additional <br />year (each automatic one (1)-year renewal shall be considered an extension of the Term), <br />unless prior thereto, either (i) the Parties agree to enter into a formal, written amendment <br />to mutually extend the Term of this Agreement for greater than a one (1)-year period, or <br />(ii) the City Council notifies Nuñez of its intent not to extend the Agreement for one <br />additional year; provided, however, that in the event the Cit y Council desires not to allow <br />the automatic renewal of the Term of the Agreement, the City shall inform Nuñez, in <br />writing, no less than six (6) months prior to the end of the Term, as may have been from <br />time to time extended in accordance with this Section. For the avoidance of doubt, this <br />Section 3.b allows for two separate one-year renewals. <br />3. Termination, Resignation, and Severance Pay. <br />a. At-Will. Nuñez’s employment with the City is on an at-will <br />basis. Nothing in this Agreement shall prevent, limit or othe rwise interfere with the right <br />of the City Council to terminate, by at least two-thirds (⅔) membership vote of the City <br />Council, the services of Nuñez without cause, at any time and without notice other than <br />a duly-noticed City Council meeting agenda, and complying with Section 3.d of this <br />Agreement and the Santa Ana City Charter Section 500, as may from time to time be <br />amended, unless waived in writing by Nuñez. Notwithstanding the foregoing, Nuñez may <br />not be terminated under this provision for at-will termination by the City before or within a <br />period of six (6) months following a municipal election (general, special, recall) or <br />appointment at which one or more Council seats are contested on the ballot of such <br />election (the "Election Cool-off Period"). For the avoidance of doubt, the City Council’s <br />decision during the Election Cool-off Period or otherwise to either (i) not renew, or provide <br />notice of non-renewal of, the Agreement, as set forth in Section 2.b, above, or (ii)