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language in this Agreement. 10.6 Employee acknowledges that she has had an opportunity to consult legal counsel in regard to this Agreement, that she has read and understands this Agreement, that she is fully aware of its legal effect, and that she has entered into it freely and voluntarily and based on her own judgment and not on any representations or promises other than those contained in this Agreement. 11. Communications in the Event of Termination 11.1 In the event the City terminates Employee for any reason or no reason, the City and Employee agree that no member of the City Council shall make any written, oral, or electronic statement to any member of the public, the press, or any city employee concerning the basis for the Employee's termination except in the form of a joint press release or statement, which is mutually agreeable to the City and the Employee. The joint press release or statement shall not contain any text or information that is disparaging to either Party. Either Party may verbally repeat the substance of the joint press release or statement in response to any inquiry. 12. Indemnification 12.1 City shall defend, hold harmless and indemnify Clerk of the Council against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of any alleged act or omission by the Clerk occurring in the course and scope of Clerk of the Council's duties or resulting from the exercise of her judgment or discretion in connection with the performance of her duties, unless the act or omission involved unlawful conduct. City shall not unreasonably refuse to provide for legal representation at City's expense. Legal representation, provided by City for Clerk of the Council, shall extend until a final determination of the legal action. Indemnification shall include any and all losses, damages, judgments, interests, settlements, fines, court costs, and the reasonable costs and expenses of legal proceedings, including appeals, and including attorneys' fees, and expert witness fees and all other trial and appellate costs, and other liabilities incurred, imposed upon, or suffered by such Clerk of the Council in connection with or resulting from any claim, action, suit, or proceeding, actual or threatened, arising out of or in connection with the performance of Cleric of the Council's duties. 12.2 City agrees to pay all reasonable litigation expenses of Clerk of the Council throughout pendency of any City -related litigation to which Clerk of the Council is a party, witness or advisor to the City. Such expense payments shall continue beyond Clerk of the Council's employment with the City as long as litigation is pending. Post -employment, City agrees to pay Clerk of the Council for reasonable consulting fees, travel expenses and other costs, when Clerk of the Council serves as a witness, advisor or consultant to City regarding pending litigation. [Signatures follow on the next page] 25G-11