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<br />is fully aware of its legal effect, and that she has entered into it freely and voluntarily and based <br />on her own judgment and not on any representations or promises other than those contained in <br />this Agreement. <br /> <br />11. Communications in the Event of Termination <br /> <br />11.1 In the event the City terminates Employee for any reason or no <br />reason, the City and Employee agree that no member of the City Council shall make any <br />written, oral, or electronic statement to any member of the public, the press, or any city <br />employee concerning the basis for the Employee's termination except in the form of a joint <br />press release or statement, which is mutually agreeable to the City and the Employee. The <br />joint press release or statement shall not contain any text or information that is disparaging to <br />either Party. Either Party may verbally repeat the substance of the joint press release or <br />statement in response to any inquiry. <br /> <br />12. Indemnification <br /> <br />12. 1 City shall defend, hold harmless and indemnify Clerk of the Council <br />against any tort, professional liability claim or demand or other legal action, whether groundless <br />or otherwise, arising out of any alleged act or omission by the Clerk occurring in the course and <br />scope of Clerk of the Council's duties or resulting from the exercise of her judgment or <br />discretion in connection with the performance of her duties, unless the act or omission involved <br />unlawful conduct. City shall not unreasonably refuse to provide for legal representation at City's <br />expense. Legal representation, provided by City for Clerk of the Council, shall extend until a <br />final determination of the legal action. Indemnification shall include any and all losses, <br />damages, judgments, interests, settlements, fines, court costs, and the reasonable costs and <br />expenses of legal proceedings, including appeals, and including attorneys' fees, and expert <br />witness fees and all other trial and appellate costs, and other liabilities incurred, imposed upon, <br />or suffered by such Clerk of the Council in connection with or resulting from any claim, action, <br />suit, or proceeding, actual or threatened, arising out of or in connection with the performance of <br />Clerk of the Council's duties. <br /> <br />12.2 City agrees to pay all reasonable litigation expenses of Clerk of the <br />Council throughout pendency of any City-related litigation to which Clerk of the Council is a <br />party, witness or advisor to the City. Such expense payments shall continue beyond Clerk of the <br />Council's employment with the City as long as litigation is pending. Post-employment, City <br />agrees to pay Clerk of the Council for reasonable consulting fees, travel expenses and other <br />costs, when Clerk of the Council serves as a witness, advisor or consultant to City regarding <br />pending litigation. <br /> <br />[SIGNATURES ON FOLLOWING PAGE] <br /> <br />45635.01000\7118043.4 <br /> <br />7 <br />