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10. General Provisions.
<br />10.1 This writing constitutes the entire agreement between the parties with respect to the
<br />subject matter hereof, and supersedes all prior oral or written representations or written agreements on the
<br />subject matter hereof, which may have been entered into between the parties. No modification or revision to
<br />this Agreement shall be of any force or effect, unless the same is in writing and executed by the Parties hereto.
<br />10.2 Each Party agrees and acIcnowledges that no representations, inducements, promises, or
<br />agreements, oral or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which are
<br />not embodied herein and that any agreement, statement, or promise not contained in this Agreement shall not be
<br />valid or binding on either Party.
<br />10.3 If any provision, or portion thereof, contained in the Agreement is held unconstitutional,
<br />invalid or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable, shall
<br />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 law of the
<br />State of California.
<br />10.5 This Agreement shall be construed as a whole, according to its fair meaning, and not in
<br />favor or against any Party. By way of example and not in limitation, this Agreement shall not be construed in
<br />favor of the Party receiving a benefit nor against the Party responsible for any particular language in this
<br />Agreement.
<br />10.6 Employee acknowledges that he has had an opportunity to consult legal counsel in regard
<br />to this Agreement, that he has read and understands this Agreement, that he is fully aware of its legal effect, and
<br />that he has entered into it freely and voluntarily and based on his own judgment and not on any representations
<br />or promises other than those contained in this 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 reason, the City
<br />and Employee agree that no member of the City Council or City employees acting on behalf of the City shall
<br />make any written, oral, or electronic statement to any mernber of the public, the press, or any city employee
<br />concerning the Employee's termination except in the form of a joint press release or statement, which is
<br />mutually agreeable to the City and the Employee. The joint press release or statement shall not contain any
<br />text or information that is disparaging to either Party. Either Party may verbally repeat the substance of the
<br />joint 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 tort,
<br />professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of any
<br />alleged act or omission occurring in the performance of City Manager's duties or resulting from the exercise of
<br />his judgment or discretion in connection with the performance of his duties. City shall not unreasonably refuse
<br />to provide for legal representation at City's expense. Legal representation, provided by City for City Manager,
<br />shall extend umtil a final determination of the legal action including ally and all losses, damages, judgments,
<br />interests, settlements, fines, court costs, and the reasonable costs and expenses of legal proceedings, including
<br />appeals, and including attorneys' fees, and expert witness fees and all other trial and appellate costs, arld other
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