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Settlement Agreement and General Release

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Settlement Agreement and General Release Powered By Docstoc
					    W. DANIEL CLINTON
                                                                            HansonBridgett
    PARTNER
    DIRECT DIAL (415) 995-5091
    DIRECT FAX (415) 995-3498
    E-MAIL dclinton@hansonbridgett.com
    File No. 21690.1




                                              February 15, 2013



    Jamie L. Dupree, Esq.
    Futterman Dupree Dodd Croley Maier LLP
    180 Sansome Street, 17th Floor
    San Francisco, CA 94104

              Re:       Settlement Agreement and General Release -Ann Farrell

    Dear Jamie:

              Enclosed is afully-executed original Settlement Agreement and General Release.

              Thank you for your courtesies in this matter.

                                                Yours truly,

                                               ~L~

                                                W. DANIEL CLINTON

    WDC/tev

    Enclosures

    cc:       Central Contra Costa Sanitary District




Hanson Bridgett LLP
425 Market Street, 26th Floor, San Francisco, CA 94105 hansonbridgett.com
                                                                                               4981800.1
Jamie L. Dupree, Esq.
February 15, 2013
Page 2


bcc:   Ms. Teji O'Malley (with enclosure)[via email]




                                                       4981800.1
                 SETTLEMENT AGREEMENT AND GENERAL RELEASE

This Agreement is made and entered into by and between Central Contra Costa Sanitary District
("CCCSD" or "District and Ann Farrell "Farrell").
                     ")               (

 The parties desire that Farrell's retirement and separation of employment be accomplished in a
 mutually-agreeable manner,and that any and all oftheir claims or potential claims against the other
 be settled fully.

 Therefore,in consideration ofthe terms and conditions as hereinafter set forth, the parties agree as
 follows:

        1.      Severance of Association. Farrell agrees to retire from her employment with
                CCCSD on the effective date ofthe Agreement, as provided for in Paragraphs 6 and
                8, herein, and CCCSD agrees to accept the resignation.

        2.      Consideration. In consideration for this agreement and release of all claims,
                CCCSD and Farrell agree to the following:

                a.      Prior to the effective date ofthis Agreement,as provided for in Paragraphs 6
                        and 8, herein, Farrell will be on paid administrative leave. During this
                        period, she will continue to receive all benefits, and continue to accrue sick
                        leave and vacation leave;

                b.      Upon the effective date of this Agreement, as provided for in Paragraphs 6
                        and 8, herein, Farrell's resignation will be effective, and she will receive a
                        lump sum severance payment from that date through September 30, 2013;

                c.      The paid administrative leave referenced in Paragraph (a), above, and the
                        lump sum severance pay will include an additional one percent (1%)CPI
                        adjustment, retroactive to April 18, 2012, as provided for in Paragraph 6(b)
                        of Farrell's employment contract with the District.

         3.     Release of All Claims.

                a.      As a material inducement to CCCSD to enter this Settlement Agreement,
                        Farrell hereby irrevocably and unconditionally releases all claims,liabilities,
                        demands, grievances, causes of action known or unknown, fixed or
                        contingent, which Farrell has or claims to have against CCCSD,or any other
                        current or former officer, director, agent or employee,and all persons acting
                        by, through, under, or in concert with any of them (collectively,"CCCSD
                        Releasees"), arising out of Farrell's association with any Releasee and any
                        other claims which Farrell now has or claims to have, or at any time
                        heretofore had or claimed to have had, or at any time hereafter may claim to
                        have,against any CCCSD Releasee with respect to any act ofor omission by
                        any CCCSD Releasee occurring on or before the date Farrell executes this
                        Settlement Agreement and General Release. This release includes, but is not
                        limited to, all claims arising under federal, state or local laws prohibiting
            discrimination (among others Title VII of the Civil Rights Act of 1964, as
            amended by the Civil Rights Act of 1991, the Americans With Disabilities
            Act,and the Age Discrimination in Employment Act,29 U.S.C.626,




                                                                                        seq.)
                                                                                   et
            and any other local, state or federal anti-discrimination law or ordinance,any
            applicable wage and hour laws and claims for wrongful discharge,severance
            pay, breach ofcontract, breach ofany express or implied promise,retaliation,
            breach of public policy; all common law claims, whether legal or equitable,
            including any claims which could have been asserted up to the date of the
            execution of this Agreement.

     b.     As a material inducement to Farrell to enter this Settlement Agreement,
            CCCSD hereby irrevocably and unconditionally releases all claims,
            liabilities, demands,causes ofaction known or unknown,fixed or contingent,
            which CCCSD has or claims to have against Farrell, or any of her heirs,
            successors, assignees, or agents,and all persons acting by,through, under,or
            in concert with any ofthem,(collectively "the Farrell Releasees arising out
                                                                              ")
            ofor in any way related to the District's association with any Farrell Releasee
            and any other claims which CCCSD has or claims to have,or which CCCSD
            at any time heretofore had or claimed to have had, or which CCCSD at any
            time hereafter may have or claim to have against any Farrell Releasee with
            respect to any act of, or omission by any Farrell Releasee occurring on or
            before the date of CCCSD's execution of this Settlement Agreement and
            General Release.

4.   Mutual Section 1542 Release. Farrell and CCCSD expressly waive and relinquish
     any rights and benefits afforded to them by Section 1542 ofthe California Civil Code
     and do so understanding and acknowledging the significance and consequences of
     such a waiver. Section 1542 of the California Civil Code states as follows:

            A general release does not extend to claims which
            the creditor does not know or suspect to exist in his
            or her favor at the time of executing the release,
            which if known by him or her must have
            materially affected her settlement with the debtor.

5.   Binding Agreement. This Agreement shall bind the heirs, personal representatives,
     successors,and assigns ofeach party, and inure to the benefit ofeach party,its heirs,
     successors, and assigns..

6.   Acknowledgement. Farrell specifically acknowledges that she has read and fully
     considered this Agreement, that CCCSD has encouraged her to discuss this
     Agreement with an attorney ofher own choosing,that she has had the opportunity to
     have the Agreement reviewed by legal counsel, and that she enters into this
     Agreement of her own free will. With respect to any claim she may have against
     CCCSD or its agents or employees arising under the Age Discrimination in
     Employment Act of 1967, as amended (         "ADEA"), Farrell understands and
     acknowledges that she is voluntarily and knowingly waiving any rights she may have


                                       2
               and that, under the ADEA, she has twenty-one (21) days from the receipt of this
               Agreement to sign it. Farrell may sign the Agreement sooner. If she does so, she
               acknowledges with her signature that the decision to sign the Agreement before the
               expiration of the 21 days was hers and hers alone and that, as a result, she has
               voluntarily waived the 21-day consideration period. Farrell represents that she has
               no intention of revoking this Agreement, but acknowledges that she has seven (7)
               days after signing this Agreement to reconsider and revoke the Agreement. Any
               revocation must be in writing and delivered to CCCSD to the attention ofits District
               Counsel,Kent Alm,Meyers Nave,555 — 12th Street, Suite 1500, Oakland, California
               94607, within the seven-(7) day revocation period. In the event CCCSD does not
               receive such notice, this Agreement will become final, binding, and irrevocable
               seven(7)calendar days after Farrell executes this Agreement. After the completion
               of this seven (7) day period, the consideration referenced in Paragraph 2(b) above
               immediately will be provided to Farrell under the terms set forth therein.

         7.    No Admissions of Liability. The Parties understand and agree there may be
               disputed claims in connection with the matters that are the subject ofthis Agreement,
               and each Party hereto agrees that this Agreement shall not be treated or characterized
               as an admission offault, liability or responsibility.

         8.    Effective Date. The effective date ofthis agreement shall be seven(7)days after the
               date of execution, in accordance with Paragraph 6, above.

         9.    Entire Agreement. The Settlement Agreement and General Release contains the
               entire written agreement. Any changes to this Settlement Agreement and General
               Release must be made in writing and signed by all parties to this Settlement
               Agreement and General Release.

         10.   Counterpart. This Agreement may be executed by the parties in counterpart.

         11.   Applicable Law. This Settlement Agreement and General Release is made and
               entered into in the State of California and shall in all respects be interpreted and
               enforced under California law.

PLEASE READ CAREFULLY, THIS SETTLEMENT AGREEMENT AND GENERAL
RELEASE INCLUDES A RELEASE OF ALL KNOWN OR UNKNOWN CLAIMS.


Dated:            ~~                       By:
                                                                    A     FARRELL

Dated:
                                                                 JAMES A. NEJEDLY
                                                                       President
                                                                   Board of Directors
                                                          Central Contra Costa Sanitary District


                                                 3
                                                                                              A~7~~7R 7
               and that, under the ADEA, she has twenty-one (21) days from the receipt of this
               Agreement to sign it. Farrell may sign the Agreement sooner. If she does so, she
               acknowledges with her signature that the decision to sign the Agreement before the
               expiration of the 21 days was hers and hers alone and that, as a result, she has
               voluntarily waived the 21-day consideration period. Farrell represents that she has
               no intention of revoking this Agreement, but acknowledges that she has seven (7)
               days after signing this Agreement to reconsider and revoke the Agreement. Any
               revocation must be in writing and delivered to CCCSD to the attention ofits District
               Counsel, Kent Alm,Meyers Nave,555 —12t" Street, Suite 1500,Oakland, California
               94607, within the seven-(7) day revocation period. In the event CCCSD does not
               receive such notice, this Agreement will become final, binding, and irrevocable
               seven(7)calendar days after Farrell executes this Agreement. After the completion
               of this seven (7) day period, the consideration referenced in Paragraph 2(b) above
               immediately will be provided to Farrell under the terms set forth therein.

         7.    No Admissions of Liability. The Parties understand and agree there may be
               disputed claims in connection with the matters that are the subject ofthis Agreement,
               and each Party hereto agrees that this Agreement shall not be treated or characterized
               as an admission of fault, liability or responsibility.

         8.    Effective Date. The effective date ofthis agreement shall be seven(7)days after the
               date of execution, in accordance with Paragraph 6, above.

         9.    Entire Agreement. The Settlement Agreement and General Release contains the
               entire written agreement. Any changes to this Settlement Agreement and General
               Release must be made in writing and signed by all parties to this Settlement
               Agreement and General Release.

         10.   Counterpart. This Agreement may be executed by the parties in counterpart.

         11.   Applicable Law. This Settlement Agreement and General Release is made and
               entered into in the State of California and shall in all respects be interpreted and
               enforced under California law.

PLEASE READ CAREFULLY, THIS SETTLEMENT AGREEMENT AND GENERAL
RELEASE INCLUDES A RELEASE OF ALL KNOWN OR UNKNOWN CLAIMS.


Dated:                                     By:
                                                                    ANN FARRELL

Dated: / ~-(~- l 3                         By:                        ~
                                                                 JAMES A. NE       LY
                                                                       President
                                                                  Board of Directors
                                                         Central Contra Costa Sanitary District


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                                                                                             4924628.2

				
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