SETTLEMENT AGREEMENT This Agreementis madeby and betweenMr Cae Hutchison Hutchison

SETTLEMENT -- AGREEMENT This Agreementis madeby and betweenMr. Cae Hutchison ("Hutchison") and Public Utility District No.2 of GrantCounty,Washington ("District"). RECITALS: The District hasinitiated a disciplinaryprocess involving Hutchison;and, In lieu of proceedingwith the disciplinary process,the partieshave reachedan amicable resolutionassetforth herein. NOW THEREFORE, in consideration the mutual promisesand covenants of contained herein,the partiesagreeas follows: EmQloyment Seoaration. Hutchison'semploymentwith the District will end September 20, 2004 (the "SeparationDate"). Betweenthe dateof this Agreementand the Separation Date: (a) Hutchison's biweekly salary shall be $3,365.38, less authorized deductions and withholdings; (b) H~tchison shall use up all personal leave, managementleave, floating holidays,(collectively referredto as "Leave"); (c) No paymentor cashout will be madefor any unusedLeave; (d) Hutchisonwill not accrueany additionalLeave during this time; and. (e) Hutchison shall perform such work assignments directed by the District's Human as Resource Manager. 2. Hutchison's' Release.Hutchison hereby releases the District and the Additional Released Parties described belowfrom all Released Claimsdescribed below. a. "Released Claims" means any and all covenants, controversies, agreements, promises, claims, demands, causes of action, actions, suits, rights, liabilities, damages, and attorneys' fees and costs, whatsoever, at law or in equity or otherwise, whether direct or indirect, known or unknown, which Hutchison now owns or holds, or has at any time heretofore owned or held, against the District, in any capacity, which: (i) were or could have been alleged; (ii) are or may be basedupon any facts, acts, omissions, representations, events, agreements,or matters of any kind occurring or existing at any time on or before the date of this Agreement; and/or (iii) relate in any way, directly or indirectly, to Hutchison employment with the District Without limiting the generality of the foregoing, "Released Claims" include, but are not limited to, claims for: monetary and equitable relief; negligence; breach of expressand implied contract; invasion of privacy; intentional and negligent infliction of emotional distress; outrage; slander; libel; other wrongful conduct; wrongful discharge; violation of state, federal and/or local laws prohibiting retaliation and/or discrimination, including without limitation claims under the Age Discriminationin EmploymentAct of 1967,the Americanswith Disabilities Act of 1990,the EmployeeRetirement mcomeSecurityAct, the Family and Medical Leave Act, Title vn of the Civil Rights Act of 1964,the Civil Rights Acts of 1866and 1871,and claims under any and all othercivil rightsandemployment statutes, orders,regulations ordinances. or b. Notwithstanding foregoing,thesereleases not extendto any claims that the do ariseout of this Agreement. c. Thesereleases extendto andinure to the benefitof the District and the following Additional Released Parties,as applicable: District's past and presentcommissioners, the officers, directors,agents, employees, representatives, partners,attorneys, insurers,employeebenefit plans, parents, subsidiaries, affiliates,maritalcommunities, predecessors, successors, transferees, assigns, and related entities thereof, and all past and present shareholders, officers, directors, agents, employees, marital communities, representatives, partners,and attorneysof any of those persons andentities. d. These releases bind Hutchison and his respectiveheirs, survivors, legatees, executors, personal representatives, receivers,trustees, insurers,marital communities,successors, subrogees, transferees assigns. and e. Hutchisonrepresents, warrants agrees and that: (i) he understands is releasing he potentiallyunknownclaims;(ii) thesereleases fairly andknowingly made;and (iii) he is aware are that he has limited knowledgewith respectto certain of the ReleasedClaims. The Parties specificallyallocatethe risk of any mistakein enteringinto this Agreementto the party who later claimssheor it wasmistaken. 3. District Release and Indemnity. The District hereby releases Hutchison from all claims of every type to the extent that suchclaims are for matterswhich Hutchison would qualify for indemnificationpursuantto RCW 54.16.097.The District will provide suchindemnification to Hutchisonin accordance with RCW 54.16.097. 4. Insurance. The District will allow Hutchisonto avail himself of any errors or omissionsor directorsand officer's liability insurance coverageto the extent the District currently has,or subsequently acquires, suchinsurance that providessuchcoveragefor Hutchison. Copiesof the insurance policies will be providedto Hutchison. 5. Termination of DisciDlinarv Proceeding.The District's disciplinary proceeding will be terminated upon the effective date of this Agreement. The parties understand and acknowledge that this Agreement, upon its approval by the District's Board of Commissioners, shall be a public documentand subjectto public disclosure. 6. No OtherClaimsor Assilmment Claims. Hutchisonrepresents warrantsthat he hasnot of and filed or initiatedany lawsuit,arbitrationor otherproceeding any kind againstthe District, or of any of the Additional Released Parties,that has not beendismissedor othelWise completely terminated. and further represents he has not assigned given to anyoneany Released that or Claim he has,or ever had or claimed to have, againstthe District or any of the Additional Released Parties. 7. References.All reference checksand verifications of prior employmentfor Hutchison shall be directedto the District's Managerof HumanResources.In response any suchinquiries, to he or shewill disclosenothing more than the datesof employment,last position held, duties and responsibilitiesin that position and final rate of pay. If askedwhetherwe would rehire you, he or shewill statethat our policy is not to provide any additionalinformation. 8. No Di~~aragement. partiesshall not disparage another. The one 9. ComRlete A~ement I Legal ReQresentation. This Agreement contains the entire and completeunderstanding the parties.There are no verbal or other agreements of betweenthe partiesthat modify or affect this Agreement.The parties acknowledgethat they have been represented legal counsel and legal counsel for each party has participated in the by negotiationanddrafting of this Agreement. 10.Boardof CommissionAQQroval. This Agreement shall only becomeeffective upon execution by Hutchison and his counsel and following approval by motion or resolution of the District's Boardof Commissioners during an openpublic meeting. SavingProvision.If any part of this agreement held to be unenforceable, shall not affect is it any other part. If any part of this agreement held to be unenforceable written, it shall be is as enforcedt~ the maximumextentallowedby applicablelaw. 12.Waiver. No waiver of any provision of this agreement shall be valid unlessin writing. sipd by the party againstwhom the waiver is soughtto be enforced.The waiver of any breachof this Agreement failure to enforceany provision of this agreement or shall not waive any later breach. 13.Binding Effect. This Agreement is binding upon the patties and their personal representatives. heirs.successors pennittedassigns. and 14.Washing!on Law. This Agreement is governed by the internal laws of the state of Washington without giving effect to provisionsthereofrelatedto choiceof laws or conflict of laws. 5. Attorneys' Fees/Venue/Jurisdiction. any dispute involving this Agreement,the party who In substantially prevails shall be entitled to recover reasonableattorneys' fees, costs and disbursements from the otherparty. In any lawsuit arising out of or relatedto this Agreement, the prevailing party shall recoverreasonable costs and attorneys' fees, including on appeal. Venueandjurisdiction of any suchlawsuit shall exist exclusively in stateand federalcourts in Grant County, Washington.This Agreementis the final and completeexpressionof all agreements betweenthe parties on all subjects.Hutchison acknowledges that he has had adeQuate time to review and considerthis Agreementand consult with counsel.Hutchison further acknowledges that he is not signing this Agreementrelying on anything not set out here. 16.Returnof ProDertv. Hutchisonrepresents warrantsupon the Separation and Date, or earlier if requested the District, that he will return all keys, credit cards, documentsand other by materialthat belong to the District, including without limitation all papersand information, in any tangible form, including all copies, drafts and derivatives, that relate directly or indirectly in any way to his work in connection with the fiber program. /.,{/6.#By: CoeHutchison Approved by8- DonaldMullins Counselfor Coe Hutchison 4 ./ ~ ~ By: Hu Resource Manager Fo Public Utility District No.2 of GrantCounty, Washington -Approvedby ;;::-£;0 ~~~~ Ray Foianini Counselfor Public Utility District No.2 of Grant County, Washington DATED: ,2004 DATED: