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and other litigation costs incurred in that action, in addition to any other relief to which the prevailing party may be entitled. Nothing in this section 17 shall prevent the Parties from mutually agreeing to binding arbitration of any dispute, in which case the arbitrator may award attorney's fees and litigation costs to the prevailing as described above. 17. Voluntary Execution of Agreement. INGRAM represents that he has carefully read this entire Agreement and that he knows and understands its contents. INGRAM has had the opportunity to receive independent legal advice from attorneys of his choice with respect to the preparation, review, and advisability of executing this Agreement. INGRAM further represents and acknowledges that he has freely and voluntarily executed this Agreement after independent investigation and without fraud, duress, or undue influence, with a full understanding of the legal and binding effect of this Agreement and with the approval of his legal counsel, if any. INGRAM thereby knowingly waives the twenty -one (21) day period under the Older workers Benefits Protection Act to review this Agreement with his attorney prior to signing. 18. Indemnification. In accordance with the California Government Torts Claims Act, CITY shall pay, defend, save harmless, and indemnify against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of any alleged act or omission occurring in the performance of INGRAM'S duties as City Manager through December 31, 2010 and including any work he performs on behalf of City through June 30, 2011. This Section is not intended to modify, expand, or diminish the obligations of CITY under Government Tort Claims Act. To the extent Government Code §§ 825 through 825.6 does not cover INGRAM'S acts, the City agrees to pay, defend, save harmless and indemnify INGRAM for his acts or omission conducted in connection with any work for or which benefits the CITY through the Separation date. 19. Conflict with City Personnel Rules; Termination of Employment Agreement. A. The Employment Agreement shall be of no further force and effect and shall be considered terminated on this Agreement's Effective Date, except as to those rights which have vested and from provisions intended to be enforceable after INGRAM's employment with the CITY. B. Notwithstanding any other provision herein to the contrary, if the provisions of this Agreement differ or are in conflict with CITY's personnel rules and regulations, the CITY Code or other rules, then the provisions of this Agreement shall prevail. // 7 296900.1