Laserfiche WebLink
10.3 If any provision, or portion thereof, contained in the Agreement is held <br />unconstitutional, invalid or unenforceable, the remainder of this Agreement, or portion thereof, <br />shall be deemed severable, shall not be affected and shall remain in full force and effect. <br />10.4 This Agreement shall be governed by and construed in accordance with the <br />law of the State of California. <br />10.5 This Agreement shall be construed as a whole, according to its fair meaning, <br />and not in favor or against any Party. By way of example and not in limitation, this Agreement <br />shall not be construed in favor of the Party receiving a benefit nor against the Party responsible for <br />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 />ll. 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 of the City Council or City employees <br />acting on behalf of the City shall make any written, oral, or electronic statement to any member <br />of the public, the press, or any city employee concerning the Employee's termination except <br />in the form of ajoint press release. or statement, which is mutually agreeable to the City and <br />the Employee. The joint press release or statement shall not contain any text or information <br />that is disparaging to either Party. Either Party may verbally repeat the substance of the joint <br />press release or statement in response to any inquiry. <br />13. Indemnification <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 otherwise, <br />arising out of any alleged act or omission occurring in the performance of City Manager's duties <br />or resulting from the exercise of his judgment or discretion in connection with the performance of <br />his duties. City shall not unreasonably refuse to provide for legal representation at City's expense. <br />Legal representation, provided by City for City Manager, shall extend until a final determination <br />of the legal action including any and all losses, damages, judgments, interests, settlements, fines, <br />court costs, and the reasonable costs and expenses of legal proceedings, including appeals, and <br />including attorneys' fees, and expert witness fees and all other trial and appellate costs, and other <br />liabilities incurred, imposed upon, or suffered by such City Manager in connection with or <br />resulting from any claim, action, suit, or proceeding, actual or threatened, arising out of or in <br />connection with the performance of City Manager's duties. <br />25H-27 <br />