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EXHIBIT A <br /> been made in closed session ; provided , however, that the <br /> financial implications of any such resignation shall be <br /> governed by Subsections 6(A) , (B) or (C) , whichever is <br /> applicable. <br /> 7. Subject to Cal . Government Code § § 825-825. 6 and any other applicable <br /> law, the City Council shall defend , hold harmless , and indemnify <br /> Employee against any tort, professional liability claim , or demand , or civil <br /> rights or other legal action , arising out of any act, event or omission <br /> occurring in the performance of Employee's professional duties as City <br /> Manager. <br /> 8 . The City Council agrees to budget for and pay the professional dues, <br /> subscriptions , courses, institutes, seminars and travel expenses of <br /> Employee for participation in professional activities required by law. To <br /> the extent provided for in the City's annual budget, the City Council <br /> encourages Employee to attain positions of leadership in national , state , <br /> regional and local associations and organizations relevant to his <br /> profession , and subject to budgetary limitations imposed by the City <br /> Council , the City Council agrees to pay for travel and subsistence <br /> expenses necessary to discharge his official duties for such associations <br /> and organizations . <br /> 9. This Agreement reflects the complete Agreement between the parties <br /> pertaining to the employment of Employee by the City and supersedes <br /> any and all prior and contemporaneous agreements, representations, <br /> promises and understandings of the parties, whether oral or in writing . <br /> This Agreement shall be binding upon and inure to the benefit of the heirs <br /> of the Employee. <br /> 10 . If any provision or portion of this Agreement is held unconstitutional, <br /> invalid or unenforceable, the remainder of the Agreement or any portion <br /> thereof shall not be affected and shall remain in fill force and effect. <br /> 11 . Any rule of construction to the effect that ambiguities are to be resolved <br /> against the drafting party shall not apply in the interpretation of this <br /> Agreement or any amendment or exhibits hereto. <br /> 111 <br /> 111 <br /> III <br /> ATTY/AGR/2011 .031/ BELL CITY MANAGER EMPLOYMENT <br /> 040611 4 <br />