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except that City shall provide workers' compensation benefits as required by State law, and shall <br />pay the employer's share of the Medicare tax. <br />4. Expense Reimbursement: Manager shall be reimbursed by City for reasonable <br />actual expenses incurred in performance on behalf of the City, including necessary expenses for <br />authorized travel in accordance with the City's Travel Policy. <br />5. Indemnification. City shall defend, hold harmless, and indemnify Calabrigo <br />against any claims, demands, or legal actions, whether specious, frivolous, or otherwise, arising <br />out of an alleged action or omission occurring within the scope and during the course of <br />Calabrigo's employment with the City. Calabrigo will cooperate in good faith with the City with <br />respect to the defense of such claims, demands, or legal actions. <br />6. Severability. In the event that any term of this Contract is finally held or <br />determined to be illegal or void by a court having jurisdiction over the City and Calabrigo, the <br />remainder of this Contract shall remain in full force and effect unless the term or terms held to be <br />illegal or void are wholly inseparable from the remaining portions of the Contract. If any part of <br />this Contract is determined to be illegal or void by a court of competent jurisdiction, the parties <br />shall meet and confer to re -negotiate such illegal or void term(s). <br />7. Parity in Construing Contract. Both the City and Calabrigo have had the <br />opportunity to participate in the drafting of this Contract. Consequently, terms, conditions, or <br />provisions of this Contract shall not be construed against one party and in favor of the other <br />based upon who actually drafted the Contract. <br />8. Integration. The City and Calabrigo acknowledge that this Contract constitutes <br />the sole and entire agreement of the parties in this matter and that any modifications may be <br />made only in writing signed by both the City and Calabrigo. The City and Calabrigo agree that <br />there are no representations, agreements, arrangements, or understandings, whether written or <br />oral, between the parties relating to the subject matter of this Contract which are not fully set <br />forth in this Contract. <br />9. General Provisions. This Contract constitutes the entire agreement between City <br />and Calabrigo. This Contract shall be effective upon its execution. If any provision or portion of <br />this Contract is held invalid or unenforceable, the remainder of the Contract shall be deemed <br />severable, shall not be affected, and shall remain in full force and effect. <br />2 <br />