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CONTRACT 4137 OtheriA r 4137.,1 SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS THIS SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS ( "Agreement ") is entered into by and between Lauren Mahakian ( "Mahakian ") and the City of El Segundo ( "El Segundo'). RECITALS Whereas Mahakian is a Construction Coordinator (At -Will) employed with the City of El Segundo; Whereas the City and Mahakian have engaged in an interactive process to attempt to identify reasonable accommodations which would permit Mahakian to perform the essential functions of her position; Whereas Mahakian has expressed a desire to resign from her employment with the City; Whereas the parties desire to avoid any further proceedings and to avoid expending additional time, money, and other resources in connection thereto; Now, therefore, the City and Mahakian agree and covenant as follows: AGREEMENT Resignation from Employment/Cessation of Duties. Immediately upon execution of this Agreement by all parties and expiration of the revocation period described in Paragraph 5(c) below: a. Mahakian shall submit a signed letter addressed to the City Manager which shall state: "I am resigning from my employment with the City of E1 Segundo effective January 25, 2011." Mahakian understands that the resignation will be deemed accepted by the City and is irrevocable. b. Mahakian agrees that effective upon her date of resignation she will not apply nor accept any future for employment with the City. C. Malakian represents and warrants that she will return to the City all property owned by the City. 2. Separation Pay /Consideration. In consideration of the covenants and releases of all claims given in this Agreement, the City will pay Mahakian one month of wages equal to $7,919.41 by a check made payable to Mahakian. Said payment shall be subject to all applicable withholdings. Said payment will not be made until: a) the revocation period described in Paragraph 5(c) below expires, and b) Mahakian returns all City property pursuant to Paragraph 1(c) above. • L. i ti Release of All Claims. In consideration of the separation payment described in Section 2 of this Agreement, Mahakian hereby releases and discharges the City and/or any of its current or former officers, executives, agents, assigns, executors, directors, representatives, affiliates, employees, attorneys, insurers and successor -in- interest, and all persons acting by, through, under or in concert with the City, past or present (collectively "Released Parties "), and each and all of them, from any and all charges, complaints, lawsuits, claims, liabilities, claims for relief, obligations, promises, agreements, contracts, interests, controversies, injuries, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, liens, judgments, indebtedness, and expenses (including attorney's fees and costs actually incurred), of any nature whatsoever, whether in law or in equity, KNOWN OR UNKNOWN, suspected or unsuspected, actual or potential, which Mahakian now has, owns or holds, or claim to have, own, or hold against each or any of the Released Parties, at common law or under any statute, tole, regulation, order or law, whether federal, state, or local, or on any grounds whatsoever, with respect to any act, omission, event, matter, claim, damage, loss, or injury arising out of the employment 'of and/or the termination of such employment between the City and Mahakian and/or with respect to any other claim, matter, or event arising prior to execution of this Agreement by the parties, including, without limitation, claims under the California Fair Employment and Housing Act (California Government Code §12940 et seq.), the California Family Rights Act (California Government Code § 12945.2, 19702.3 et seq), California Government Code § 11135, the Unruh and George Civil Rights Acts (California Civil Code §51 et seq.), the California Labor Code, including, but not limited to, all provisions of the California Labor Code section 1194 and any related Wage Orders or similar directives /authorities issued by any Federal or State authority having enforcement powers, Fair Labor Standards Act any related Wage Orders or similar directives /authorities issued by any Federal or State authority having enforcement powers, the Constitution of the United States, the Constitution of the State of California, Title VII of the Civil Rights Act of 1964 (42 U.S.C. §2000e et seq.), the Equal Pay Act (29 U.S.C. §206(d)), the Rehabilitation Act of 1973 (29 U.S.C. §793 et seq.), the Family and Medical Leave Act (29 U.S.C. §2901 et seq.), the Employee Retirement income Security Act of 1974, also known as "ERISA" (29 U.S.C. §1001 ct seq.), and/or Sections 1981, 1983, 1985, 1986 or 1988 of Title 42 of the United States Code (42 U.S.C. 1981 et seq), the Americans with Disabilities Act (42 U.S.C. § 12101 et scq.), Claims of Retaliation (California Labor Code § 1102.5 et seq.), Claims of "Whistle- blowing," California Workers' Compensation Act (Labor Code §3201 et seq.), claims for breach of any type of contract, including written, oral or implied contracts, breach of any covenant, promise, or representation pertaining to employment, whether express or implied, claims for negligent hiring, retention, supervision, investigation, wrongful termination, discrimination of any type, interference with economic relations, failure to pay wages and/or benefits of any kind, fraud and/or misrepresentation of any kind, negligent or intentional infliction of emotional distress, slander, assault, battery, and/or any other claims arising under any other state or federal provision, act, ordinance, Constitution, law, common law, or arising under any contract or agreement against the City, or any other Released Party. Mahakian also expressly releases any and all rights to grieve or otherwise appeal any layoff decision made by the City which affects Mahakian. This release specifically excludes any and all loss, liability, claims, demands, causes of 2 41 37 action or suits of any type arising under the ADEA. Mahakian's release of ADEA claims will be addressed separately in Section 4 of this Agreement. 4. Section 1542 Waiver. Mahakian expressly waives all of the benefits and rights granted to her pursuant to California Civil Code section 1542, which reads as follows: A general release does not extend to claims which the creditor does not know of or suspect to exist in his or her favor at the time of executing the release, which if known by him must have materially affected his or her settlement with the debtor. Mahakian certifies that she has read all of this Agreement, including the release provisions contained in this Agreement and the quoted Civil Code section, and that she fully understands all of the same. Mahakian expressly agrees that this Agreement shall extend and apply to all unknown, unsuspected and unanticipated injuries and damages, as well as those that are now disclosed. Release of All ADEA Claims. a. ADEA Claims. This section of the Agreement exclusively addresses Mahakian's release of claims arising under federal law involving discrimination on the basis of age in employment (age forty and above). This section is provided separately, in compliance with Federal law, including but not limited to the Older Workers' Benefit Protection Act of 1990, to ensure that Mahakian clearly understands her rights so that any release of age discrimination claims under federal law (the Age Discrimination in Employment Act of 1967 ( "ADEA ")) is knowing and voluntary on the part of Mahakian. b. Review Period. Mahakian represents, acknowledges and agrees that the City has advised her, in writing, to discuss this Agreement with an attorney, and to the extent, if any, that Mahakian has desired, Mahakian has done so; that the City has given Mahakian twenty -one (21) days from receipt of this Agreement to review and consider this Agreement before signing it, and Mahakian understands that she may use as much of this twenty-one (21) day period as she wishes prior to signing; and that no promise, representation, warranty or agreements not contained in this Agreement have been made by or with anyone to cause her to sign this Agreement; that she has read this Agreement in its entirety, and fully understands and is aware of its meaning, intent, content and legal effect; and that she is executing this release voluntarily and free of any duress or coercion. Effective Date of A reement. The parties acknowledge that for a period of seven (7) days following the execution of this Agreement, Mahakian may revoke the Agreement. Notice of revocation must be in writing and received by Martha Dijkstra no later than 5:30 p.m. on the seventh day following execution of this agreement by all parties. The parties acknowledge that if Mahakian revokes this -137. -1 agreement within the seven (7) day period, she will be reinstated without a break in service. d. Release. In consideration of the separation payment made to Mahakian described in Section 2 of this Agreement, which Mahakian would otherwise not be entitled to except for signing this Agreement, Mahakian does hereby unconditionally, irrevocably and absolutely release and discharge the City of El Segundo, its elected officials, appointed officials, officers, employees, agents, attorneys, insurers, divisions, successors and assigns, and any related holding, parent, sister or subsidiary entities from any and all loss, liability, claims, demands, causes of action or suits of any type arising under the ADEA and related directly or indirectly to Mahakian's employment with the City and the termination of her employment. Non-Disparagement. Mahakian agrees she will not make any derogatory or untrue statements, written or verbal, regarding the City or any of its present or former directors, officers or employees, including the Mayor, Council members, City Manager and Assistant City Manager, to anyone. Mahakian also acknowledges and agrees that after her resignation, she shall not hold herself out as a City employee or render any opinion or idea that she may have regarding the City's business to anyone when the underlying basis of that opinion or idea is based on knowledge obtained during her tenure as a City employee. 7. Entire Agreement, The Parties further declare and represent that no promise, inducement or agreement not expressed in this Agreement has been made to them and that this Agreement contains the full and entire agreement between and among the Parties, and that the terms of this Agreement are contractual and not a mere recital. Applicable Law. The validity, interpretation, and performance of this Agreement shall be construed and interpreted according to the laws of the State of California. Knowing and Voluntary Agreement. Mahakian acknowledges that she has carefully read and fully understands all the provisions and effects of this Agreement. Mahakian further acknowledges that she has been given the opportunity to consult with her own independent legal counsel with respect to the matters referenced in this Agreement. Mahakian acknowledges that she has fully discussed this Agreement with her attorney or has voluntarily chosen to sign this Agreement without consulting an attorney, and fully understanding the consequences of this Agreement. Mahakian further acknowledges that she is entering into this Agreement without coercion or duress from the City and that neither the City nor any of its agents or attorneys has made any representations or promises concerning the terms or effects of this Agreement other than those set forth in this Agreement. 10. Complete Defense. This Agreement may be pleaded as a full and complete defense against any action, suit or proceeding, which may be prosecuted, instituted or attempted by either party in breach of this Agreement. 4 4137 ' •i s 11. Severability. If any provision of this Agreement, or any part of this Agreement, is held invalid, void or voidable as against public policy or otherwise, the invalidity shall not affect other provisions, or parts of this Agreement, which may be given effect without the invalid provision or part. To this extent, the provisions, and parts of this Agreement are declared to be severable. 12. No Admission of Liability. It is understood that this Agreement is not an admission of any liability by any person, firm, association or corporation but is in compromise of a disputed claim. 13. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties to the Agreement and their respective heirs, legal representatives, successors and assigns. 14. Facsimile Signatures: This Agreement may be signed by facsimile signature, which shall be regarded and have the same force and effect as an original signature. NOTICE: BY SIGNING THIS AGREEMENT, YOU ARE WAIVING AND RELEASING IMPORTANT AND POTENTIALLY VALUABLE LEGAL RIGHTS. PLEASE BE SURE TO READ THIS AGREEMENT COMPLETELY AND CAREFULLY AND IT IS RECOMMENDED THAT YOU DISCUSS IT WITH YOUR LEGAL COUNSEL BEFORE SIGNING, IN WITNESS WHEREOF, the undersigned have executed this Agreement on the dates shown below. Dated: - , 2011 Dated: .2011 City of El Segundo