AMENDED AND RESTATED (CITY MANAGER EMPLOYMENT AGREEMENT ‘THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OFELPASO § THIS AMENDED AND RESTATED CITY MANAGER EMPLOYMENT AGREEMENT ("Agreement” on and after the effective date of this Amended and Restated Agreement) is made and entered into effective the 11th day of December 2018, by and between the City of El Paso, Texas, a Texas municipal corporation (the "City") and Tomds Gonzalez (the “Manager"). WITNESSETH: ‘WHEREAS, on May 20, 2014 the City and the Manager entered into a City Manager Employment Agreement which was subsequently amended on October 14, 2014 and August 31, 2015; WHEREAS, the Original Initial Term under such Agreement provided that is would end ‘on June 22, 2019, and pursuant to the provisions of the Initial Agreement, as amended, it was to extend and automatically renew for a one-year term, followed by additional evergreen renewals, unless the City were to elect to not renew the Agreement as provided therein; WHEREAS, in anticipation of the Manager’s continuing employment as is provided for in the current Agreement by and between the parties, the City and Manager desire to further amend the Agreement, as amended, as reflected in this Amended and Restated City Manager Employment Agreement, which amends and restates the Employment Agreement by and between the parties in its entirety as set forth herein. NOW, THEREFORE, the City and the Manager, for and in consideration of the terns, conditions and provisions hereinafter established have agreed, and do hereby agree as follows: L TERM 11 Term. The term of this Agreement is amended and restated to provide that the Original Initial Term of this Agreement shall end on June 22, 2019 and a new Initial Renewal ‘Term of five (5) years shall begin on June 23, 2019 (the "Commencement Date") and end on June 22, 2024 (creating the “Initial Renewal Term”). Thereafter, the Agreement will automatically renew for terms of two (2) years (“Renewal Term”) unless Council notifies the Manager not less than 120 days prior to the expiration of any Renewal Term that it intends not to renew the Agreement. Employment Agreement, T. Gonzalez, BLF, final, 12.11.18 Page 1 of 13I. EMPLOYMENT 21 Chief Administrative Officer/Duties. The Manager is the chief administrative officer of the City and shall faithfully perform the duties of the Manager as prescribed in the City Charter, City ordinances and as may be lawfully assigned by the Council. The Manager shall comply with (collectively "Applicable Laws and Authorities"): state and federal law; the City's Charter; The City's Ethics Ordinance, all City resolutions, policies, rules, regulations and ordinances as they exist or may hereinafter be amended; and, all lawful Council directives. All duties assigned to the Manager by the Council shall be appropriate to and consistent with the professional role and responsibility of the City Manager position. 22 — Council Meetings. Except to the extent prohibited by or in material conflict with Applicable Laws and Authorities, the Manager or the Manager's designee shall attend, and shall be permitted to attend, all meetings of the Council, both public and closed, with the exception of those closed meetings devoted to the consideration of any action or lack of action on this Agreement, or any amendment thereto or for purposes of resolving conflicts between individual Council members. 2.3 Indemnification. 1. Legal Proceedings. To the extent permitted by applicable law, including, but not limited to Texas Civil Practice & Remedies Code Chapter 102, the City agrees to defend, hold harmless, and to indemnify Manager from any demands, claims, suits, actions, judgments, expenses, costs, and attomeys" fees arising out of, related to, or incurred in any legal proceedings brought against Manager his individual capacity in his official capacity as Manager, or in his general capacity as a City employee, in which the factual allegations underlying any legal proceeding arise out of or relate to, an alleged act or omission by Manager, acting within the course and scope of his employment by the City This clause (2.3 a) excludes a duty to indemnify Manager against any legal proceeding where itis finally determined by a tribunal of competent jurisdiction that Manager ‘committed official misconduct, committed a willful or wrongful act or omission, committed an act or omission held to be gross negligence, or acted in bad faith, but this exclusion will not apply until after the exhaustion of all appeals in any legal proceeding contemplated by this clause (2.3 a), This clause (2.3 a) also excludes a duty to indemnify Manager for any costs, fees, expenses, settlements, or damages, recoverable or payable under an insurance contract held by the City or by Manager, but the City agrees to pay any deductible or self-insured retention amount required under any insurance policy that corresponds to any legal proceeding under this clause (23 a). To the extent that the provisions in this paragraph (2.3 a) exceed the authority provided and limitations imposed by to Texas Civil Practice & Remedies Code Chapter 102, the provisions will be construed and modified accordingly. b. Ethics Proceedings. Notwithstanding any other provision of this Section, the Manager ‘may request reimbursement for a legal defense should the Manager be named or have been named during the term of his employment as a respondent in a matter referred to the ethics review commission as a whole or otherwise be the respondent in a hearing before the ethics review commission. The City recognizes that there may be situations in which the employment of counsel to assist the Manager and the presentation of a vigorous defense can assist in the protection of the Employment Agreement, T. Gonzalez, BLF, final, 12.11.18 Page 2 of 13process, which is on behalf of the public interest. The City Council may vote to reimburse the Manager for such defense, in accordance with the law, ifthe City Council finds that the provision of such defense is in the City's legitimate interest, and the Manager was acting in good faith and within the scope of his authority. ¢. Selection of Counsel. Manager will have the right to select legal counsel to defend him in any legal or ethical proceeding contemplated by this paragraph (2.3), but Manager’s selection of counsel will be subject to approval of the City. The City's approval will not be unreasonably withheld. Nothing in this Agreement will be construed to prevent Manger from retaining private counsel at his own expense to represent him in any legal or ethical proceeding. In addition, a legal defense may be provided to Manager through insurance coverage, in which case the parties” respective rights to select and to approve legal counsel will be subject to the terms of the applicable insurance contract. 4. Insurance Coverage. Nothing in this Section affects or serves to limit the coverage that may apply to the benefit or protection of Manager by any insurance policy held by and in effect for any purpose or reason, to include purposes and reasons including coverage for acts and omissions actionable under the Texas Tort Claims Act. The Manager may seek coverage and protection as may be available to him, to include but not be limited to the provision of a legal defense, directly from the City’s insurance carrier and the Manager is not required to obtain any permission from the City Council or any officer or employee of the City to seek such coverage and protection. Nothing in this Section requires the City to continue to procure any insurance held by the City on the effective date of this Agreement. The City will give sixty (60) days notice to ‘Manager before any such insurance is canceled or not renewed or replaced with substantially similar coverage from a different carrier. ¢. Survival. The provisions of this Paragraph 2.3 shall survive the termination, expiration or other end of this Agreement, the Manager's employment with the City, or both. 2.4 Hours of Work. The Manager acknowledges the proper performance of the Manager's Duties require the Manager to generally observe normal business hours and will also often require the performance of necessary services outside of normal business hours. The ‘Manager agrees to devote such additional time as is necessary for the full and proper performance of the Manager's Duties and that the compensation herein provided includes compensation for the performance of all such services. However, the City intends that reasonable time off be permitted the Manager as is customary for executive-exempt employees so long as the time off does not interfere with the normal conduct of the office of the City Manager. Except as permitted in Paragraph 2.5, the Manager will devote full time and effort to the performance of the City Managet’s Duties and shall remain in the exclusive employ of the City during the term of this Agreement. 2.5 _ Outside Consultant Activities. Notwithstanding anything to the contrary in this Agreement, after providing written notice to the Mayor and City Council and review and response by the City Attomey, the Manager may serve as a consultant and/or undertake speaking engagements, writing, teaching or other professional duties and obligations for other than the City ‘Employment Agreement, T. Gonzalez, BLF, final, 12.11.18 Page 3 of 13