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12. Voluntary Agreement. Reynolds acknowledges that she understands the terms <br />of this Agreement and that she has entered into it voluntarily. <br />13. Integration. The terms of the parties’ agreement are set forth completely in this <br />written document. This Agreement supersedes all prior or contemporaneous oral <br />and written agreements, understandings, and commitments. Reynolds <br />acknowledges that she has not relied on any other representation or promises by <br />the City, its agents, employees or representatives, except those contained in this <br />Agreement. <br />14. Severability of Provisions. Any provision, or portion of any provision, in this <br />Agreement that is held unenforceable, void, or unconstitutional shall not affect <br />the remainder of the terms of this Agreement or any portion thereof which shall <br />be deemed severable and shall remain in full force and effect. In the event that a <br />provision is held unenforceable, void, or unconstitutional, the City Council and <br />Reynolds shall discuss what changes, if any, should be made in response. <br />15. Construction. It is the intent of the parties that this Agreement and the <br />appointment of Reynolds as Interim Police Auditor comply, in all aspects, with the <br />provisions of the Charter and City Code. If any provision of this Agreement is <br />capable of two constructions, only one of which complies with the Charter and <br />City Code, the construction that complies with the Charter and City Code shall <br />control. If any provision of the Agreement conflicts with the Charter or Code, the <br />Charter or Code shall control and the conflicting provision of this Agreement shall <br />be of no effect. All other provisions not in conflict with the Charter and Code <br />shall remain in full force and effect. Without limiting the foregoing, this <br />Agreement will be governed by and interpreted in accordance with the laws of <br />the State of Oregon. <br />16. Modification. This Agreement may not be modified in any respect, except by a <br />written agreement executed by the City and Reynolds. <br /> <br />CityReynolds <br /> <br /> <br /> <br />By: By: <br /> <br />Name: Chris Pryor Name: Dawn Reynolds <br /> <br />Title: City Council President <br /> <br />Date: Date: <br /> <br />00204539.DOC;1 <br /> <br />Employment Agreement (Interim Police Auditor)- 4 - <br />