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10.4 This Agreement shall be governed by and construed in accordance with <br />the law of the State of California. <br />10.5 This Agreement shall be construed as a whole, according to its fair <br />meaning, and not in favor or against any Party. By way of example and not in limitation, this <br />Agreement shall not be construed in favor of the Party receiving a benefit nor against the Party <br />responsible for any particular language in this Agreement. <br />10.6 Employee acknowledges that he has had an opportunity to consult legal <br />counsel in regard to this Agreement, that he has read and understands this,Agreement, that he is <br />fully aware of its legal effect, and that he has entered into it freely and voluntarily and based on <br />his own judgment and not on any representations or promises other than those contained in this <br />Agreement. <br />11. Intentionally Left Blank <br />12. Communications in the Event of Termination <br />12.1 In the event the City terminates, Employee for any reason or no <br />reason, the City and Employee agree'that no member o'the'City Council or City employees <br />acting on behalf of the City shall make any written, oral; .,oi electronic statement to any <br />member of the public, the press, or�';'any., city employee'` concerning the Employee's <br />termination except in the form of a joint,.press release or statement, which is mutually <br />agreeable to the City and the Employee.`,p <br />,;;The1Joirit�ress;release or statement shall not <br />contain any text or information that is disparaging to either>Party. Either Party may verbally <br />repeat the substance of.tbe joint press release "or statement in response to any inquiry. <br />13. IndemnifYcation <br />13.1 'City shall defend, hold harmless and indemnify City Manager against any <br />tort, professional liability.. claim..or. demand or other legal action, whether groundless or <br />otherwise,., arising out of•,any alleged act or omission occurring in the performance of City <br />Manager's duties or resulting from the,exercise of his judgment or discretion in connection with <br />the performance of his duties. City shall not unreasonably refuse to provide for legal <br />representation at City's expense. Legal representation, provided by City for City Manager, shall <br />extend until a final` determination of the legal action including any and all losses, damages, <br />judgments, interestssettlements, fines, court costs, and the reasonable costs and expenses of <br />legal proceedings, including appeals, and including attorneys' fees, and expert witness fees and <br />11 <br />all other trial and app'ellate costs, and other liabilities incurred, imposed upon, or suffered by <br />such City Manager in connection with or resulting from any claim, action, suit, or proceeding, <br />actual or threatened, arising out of or in connection with the performance of City Manager's <br />duties. <br />13.2 City agrees to pay all reasonable litigation expenses of City Manager <br />throughout pendency of any City -related litigation to which City Manager is a party, witness or <br />25H-10 <br />