HomeMy WebLinkAbout10 Exibit A General Manager's Employment Agreement
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TRUCKEE DONNER PUBLIC UTILITY
DISTRICT
EMPLOYMENT AGREEMENT
GENERAL MANAGER
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EMPLOYMENT AGREEMENT
TABLE OF CONTENTS
Introduction P.1
Section 1: Employment, Term, At-Will Employment,
Residence and Extension or Renewal P.1
Section 2: Duties and Authority P.2
Section 3: Base Salary P.2
Section 4: Insurance Benefits P. 2
Section 5: Vacation, Administrative Days, and
Sick Leave and Holidays P. 2
Section 6: Vehicle P. 3
Section 7: Retirement P. 3
Section 8 : Other Benefits P. 3
Section 9: General Business Expenses P. 3
Section 10: Termination P. 4
Section 11: Severance Pay P. 4
Section 12: Resignation P. 6
Section 13: Performance Evaluation P. 6
Section 14: Hours of Work P. 6
Section 15: Outside Activities P. 6
Section 16: Indemnification P. 6
Section 17: Bonding P. 7
Section 18: District Property P. 7
Section 19: Non-Disclosure of Proprietary or
Confidential Information P. 7
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Section 20. Conflict of Interest P. 8
Section 21: Assistance in Litigation P. 8
Section 22: Other Terms and Conditions
of Employment P. 9
Section 23: Notices P. 9
Section 24: General Provisions P. 9
Appendix “A” General Release Agreement P. 12
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Employment Agreement
Introduction
This Employment Agreement (“Agreement”) made and entered into this 3 rd Day
of July, 2021, by and between the Truckee Donner Public Utility District, (hereinafter
called Employer”) and Brian Wright, (hereinafter called “Employee” or “Wright”), an
individual who has the education, training, and experience in utility management to
perform the services required by Employer. Employer and Employee may be referred to
herein individually as “Party” or collectively as “Parties.” The Parties agree as follows:
Section 1: Employment, Term, At-Will Employment, Residence and Extension or Renewal
A. The Employer agrees to employ Employee as General Manager, and he agrees
and accepts employment as General Manager upon the terms and conditions set forth
herein. Employee shall report to the Board of Directors at such times and in such manner
as is directed by the Board. He agrees to perform the functions and duties of General
Manager as currently in effect or as may be established or directed by the Board of
Directors. General Manager agrees to perform all such functions and duties to the best of
his ability and in accordance with the highest professional and ethical standards of his
profession.
B. The term of this Agreement shall be for a period of four (4) years beginning on
July 3, 2021and ending on July 2, 2025. Employee shall begin working in this position
on July 3,2021. All compensation, benefits and requirements of this Agreement shall
remain in effect until the expiration of the term of this Agreement, or sooner if Employee
voluntarily resigns or is terminated. If Employee is terminated, as defined in Section 10
of this Agreement, the Employee shall be entitled to all compensation including salary
and all accrued vacation and administrative leave paid in lump sum plus severance pay in
accordance with Section 11 of this Agreement.
C. The Employer and Employee agree that Employee’s employment with Employer
pursuant to this Agreement is “at-will”, meaning that either the Employer or Employee
may terminate this Agreement at any time, for any reason or no reason, in accordance
with the terms of this Agreement.
D, Prior to the effective date of this Agreement, Wright was employed by District as
its Interim General Manager and Water Utility Director. If Wright’s employment and
this Agreement are terminated for any reason, Wright shall have no right to return to
either the position of Interim General Manager, should such position exist, or the position
of Water Utility Director.
E. Employee agrees that he shall reside within the physical boundary of the
Employer’s electric or water service territory.
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F. If the Parties have not taken any action to extend or renew this Agreement, or
neither Party has taken action to terminate this Agreement, within six (6) months of the
end of the term of this Agreement, then this Agreement shall automatically extend for
twelve (12) months.
Section 2: Duties and Authority
Employee shall exercise management and control over the District and shall direct the
operations and management thereof in accordance with the policies and directions of the
Board and within the adopted budget approved by the Board.
Section 3: Base Salary
A. Employer agrees to pay Employee an annual Base Salary of Two Hundred Fifty-
Five Thousand Dollars ($255,000.00).
B. Beginning on January 1, 2022 and on each January 1 thereafter, during the term of
this Agreement, Employer shall adjust the Base Salary by the same cost of living
adjustment provided by Employer to its other employees.
C. Base Salary shall be payable in installments at the same time that other employees
of the Employer are paid.
Section 4: Insurance Benefits
A. The Employer agrees to provide the Employee with the same medical, dental,
vision and life insurance as are provided to other employees of Employer in accordance
with Employer’s policies.
Section 5: Vacation, Administrative Days, Sick Leave and Holidays
A. During each year of this Agreement, Employee shall accrue twenty (20) days of
vacation leave. Employer shall credit Employee with five (5) days of vacation leave on
Employee’s first day of work.
B. The Employee shall annually accrue nine (9) days of Administrative Leave in
accordance with Employer’s policy.
C. Employee shall annually accrue twelve (12) days of sick leave in accordance with
Employer’s policy. Accrued unused sick leave days can be used in accordance with
Employer’s Sick Leave Incentive Plan or converted upon retirement for additional
service time for CalPERS retirement benefits in accordance with the Employer’s
agreement with CalPERS and CalPERS’ policy.
D. The Employee shall annually receive eleven (11) days of paid holidays in
accordance with Employer’s policy.
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E. The Employee is entitled to accrue all vacation and administrative leave in
accordance with the District’s Code and policies that are applicable to other management
employees and in the event the Employee’s employment is terminated, either voluntarily
or involuntarily, the Employee shall be compensated for all accrued unused vacation and
administrative leave.
Section 6: Vehicle
Employer shall provide Employee with a monthly vehicle allowance of Eight Hundred
Fifty Dollars ($850.00) .
Section 7: Retirement
The Employer agrees to enroll the Employee into the CalPERS retirement system in
accordance with the Employer’s agreement with CalPERS and to make contributions on
the Employee’s behalf in accordance with the Employer’s policy. Employee’s
contribution shall be at the same level as Employer’s management employees.
Section 8: Other Benefits
Except as otherwise provided in this Agreement, as agreed to by Employer and Employee
or required by applicable law, the Employee shall be entitled to the same benefits that are
enjoyed by other management employees of Employer in accordance with Employer’s
policies.
Section 9: General Business Expenses
A. Employer agrees to reasonably budget for and to pay for professional dues and
subscriptions of the Employee necessary for continuation and full participation in
national, regional, state, and local associations, and organizations necessary and desirable
for the Employee’s continued professional participation, growth, and advancement, and
for the good of the Employer.
B. Employer agrees to reasonably budget for and to pay for travel and subsistence
expenses of Employee for professional and official travel, meetings, and occasions to
adequately continue the professional development of Employee and to pursue necessary
official functions for Employer, and such other national, regional, state, and local
governmental groups and committees in which Employee serves as a member.
C. Employer agrees to reasonably budget for and to pay for travel and subsistence
expenses of Employee for short courses, institutes, and seminars that are necessary for
the Employee’s professional development and for the good of the Employer.
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D. Employer recognizes that certain expenses of a non-personal but job-related
nature are incurred by Employee and agrees to reimburse or to pay said general expenses.
E. The Employer acknowledges the value of having Employee participate and be
directly involved in local civic clubs or organizations. Accordingly, Employer shall pay
for the reasonable membership fees and/or dues to enable the Employee to become an
active member in local civic clubs or organizations.
F. The Employer shall provide Employee with a computer, software, and smart
phone required for the Employee to perform the job and to maintain communication.
G. The Employer shall provide Employee with an annual allowance of Five Hundred
Dollars ($500.00) for the purchase of Employee’s personal protective equipment or tools.
Section 10: Termination
For the purpose of this Agreement, termination shall occur when:
A. Three or more of the Employer’s Board of Directors votes to terminate the
employment of Employee at a duly noticed meeting.
B. If the Employer reduces the base salary, compensation or any other financial
benefit of the Employee in a manner that differs materially from similar reductions that
affect other employees of the Employer, such action shall be regarded as a termination.
C. If the Employee resigns following an offer to accept resignation, whether formal
or informal, by a representative of a majority of the Employer’s Board of Directors
authorized to act on behalf of the Board of Directors, then the Employee may declare a
termination as of the date of the offer to accept resignation.
D. Breach of this Agreement declared by either Party with a thirty (30) day cure
period, provided such breach is curable, for either Employee or Employer. Written notice
of a breach of contract shall be provided in accordance with the provisions of Section 24.
Section 11: Severance Pay
A. Severance pay shall be provided to the Employee when employment is
terminated, as defined in Section 11, without cause.
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B. If the Employee is terminated without cause, the Employer shall provide
Employee a severance payment equal to nine (9) month’s Employee’s Base Salary at the
current rate of pay at the time of termination and pay for continuation of the General
Manager's District health insurance benefits through COBRA for nine (9) months from
and after the date of termination, or until General Manager finds other employment,
whichever occurs first. The severance payment shall be paid in a lump sum unless
otherwise agreed to by the Employer and the Employee.
D. If the Employee is terminated for cause, which is defined as being terminated
because of a violation of any of the Employer’s policies, for a reason that constitutes
grounds for discipline pursuant to the Employer’s policies or conviction of a felony,
conviction of a misdemeanor involving moral turpitude or the entry of a plea of nolo
contendre or a plea bargain to either such crime or crimes, then the Employer shall not
pay the Employee the severance payment or the insurance premiums as set forth in this
Section 11.
E. In the event the Employee is convicted of a crime that involves abuse of his
position or office pursuant to Government Code section 53243.4, he must fully reimburse
the Employer for specified costs under Government Code section 53243, et seq.,
including but not limited to: (a) if Employee is provided with administrative leave pay
pending an investigation, Employee shall be required to fully reimburse the Employer
such amounts paid; (b) if Employer pays for the criminal legal defense of Employee
(which would be in Employer’s sole discretion, as it is generally not obligated to pay for
a criminal defense), Employee shall be required to fully reimburse the Employer such
amounts paid; and (c) if this Agreement is terminated, any severance pay related to the
termination that Employee may receive from the Employer shall be fully reimbursed to
the Employer or shall be void if not yet paid to Employee. For purposes of this Section,
abuse of office or position means either: (i) an abuse of public authority, including, but
not limited to, waste, fraud, and violation of the law under color of authority; or (ii) a
crime against public justice.
F. General Release Required. Payment of any severance pay as provided in this
Section 11 shall be conditioned upon the Employee signing a general release agreement
in substantially the form of that which is attached hereto as Exhibit “A”, with such
changes as are required by and acceptable to the Employer, forever releasing and waiving
any and all claims and shall constitute liquidated damages and Employee ’s sole and
exclusive remedy for any termination of this Agreement by the Employer. The Employee
shall receive the severance payment in a lump sum payment minus all applicable
deductions within fifteen (15) business days after execution of the waiver and release
agreement. The Employee shall not receive any severance payment if such a general
release agreement is not executed by the Parties. The Employee shall receive payment for
all accrued unused vacation and administrative leave at the time of his separation from
employment.
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Section 12: Resignation
In the event that the Employee voluntarily resigns his position with the Employer, the
Employee shall provide a minimum of thirty (30) days’ notice unless the Parties agree
otherwise. The Employee shall not receive any severance pay if he voluntarily resigns or
retires.
Section 13: Performance Evaluation
A. Employer’s Board of Directors shall conduct a performance review after
employee’s first six (6) months of employment and it shall annually establish
performance goals and objectives for the coming year and review the past performance of
the Employee no later than January 31 of each year, subject to a process, form, criteria,
and format for the evaluation which shall be mutually agreed upon by the Employer’s
Board of Directors and Employee.
B. The process, at a minimum, shall include the opportunity for both Parties to: (1)
Establish goals and objectives for the coming year, (2) prepare a written evaluation, (3)
meet and discuss the evaluation, and (4) present a written summary of the evaluation
results. The final written evaluation should be completed and delivered to the Employee
within thirty (30) days of the evaluation meeting.
Section 14: Hours of Work
Employee shall devote his full-time efforts and such time as is required to perform his
duties as Employer’s General Manager. Employee acknowledges and agrees that there
are no set hours of work for this position, he shall be available at all times.
Section 15: Outside Activities
Employee agrees to remain in the exclusive employment of the District during the term of
this Agreement and he shall neither accept other employment or become employed by
any other person, business, or organization during the term of this Agreement.
Recognizing that certain outside consulting or teaching opportunities provide indirect
benefits to the Employer and the community, the Employee may elect, with approval of
the Board of Directors, to accept limited teaching, consulting, and, other business
opportunities with the understanding that such arrangements shall not constitute
interference with, nor, a conflict of interest with his responsibilities under this
Agreement.
Section 16: Indemnification
A. Beyond that required under federal, state or local law, Employer shall defend,
save harmless and indemnify Employee against any tort, professional liability claim or
demand or other legal action, whether groundless or otherwise, arising out of an alleged
act or omission occurring in the performance of Employee’s duties as General Manager
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or resulting from the exercise of judgment or discretion in connection with the
performance of program duties or responsibilities, unless the act or omission involved
willful or wanton conduct. The Employee may request, and the Employer shall not
unreasonably refuse to provide, independent legal representation at Employer’s expense
and Employer may not unreasonably withhold approval. Legal representation, provided
by Employer for Employee, shall extend until a final determination of the legal action
including any appeals brought by either Party. The Employer shall indemnify Employee
against any and all losses, damages, judgments, interest, settlements, fines, court costs
and other reasonable costs and expenses of legal proceedings including attorneys’ fees,
and any other liabilities incurred by, imposed upon, or suffered by such Employee in
connection with or resulting from any claim, action, suit, or proceeding, actual or
threatened, arising out of or in connection with the performance of his duties. Any
settlement of any claim must be made with prior approval of the Employer in order for
indemnification, as provided in this Section, to be available.
B. Employee recognizes that Employer shall have the right to compromise and,
unless the Employee is a party to the suit which Employee shall have a veto authority
over the settlement, settle any claim or suit; unless, said compromise or settlement is of a
personal nature to Employee. Further, Employer agrees to pay all reasonable litigation
expenses of Employee throughout the pendency of any litigation to which the Employee
is a party, witness or advisor to the Employer. Such expense payments shall continue
beyond Employee's service to the Employer as long as litigation is pending.
Section 17: Bonding
Employer shall bear the full cost of any fidelity or other bonds required of the Employee.
Section 18: District Property
Employee agrees that materials, regardless of their form, that Employee creates, receives,
or produces in connection with this Agreement and/or Employee’s employment are and
will remain the exclusive property of the Employer. Employee will deliver all originals
and all copies of such materials to the Employer that are in Employee’s possession or
control upon termination or expiration of this this Agreement or upon any request from
the Employer.
Section 19: Non-Disclosure of Proprietary or Confidential Information:
Employee will not at any time, in any form or manner, either directly or indirectly, except
in the discharge of Employee’s duties, divulge, disclose, or communicate to any person,
firm, or corporation in any manner whatsoever any Proprietary or Confidential
Information produced, received, acquired or learned by Employee while performing the
duties as an employee of the Employer. For purposes of this Agreement, Proprietary and
Confidential Information includes, but is not limited to, all information and any ideas
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pertaining in any manner to the business of the Employer, trade secrets, inventions,
processes, formulae, data, know-how, software, strategies, information about Employer’s
officials, employees and customers, attorney-client privileged information and any
information concerning any matters detrimentally affecting or relating to the business of
the Employer without regard to whether any or all of the foregoing matters would be
deemed confidential, material, or important. During Employee’s employment by
Employer, Employee shall use Proprietary and Confidential Information only for the
benefit of the Employer and as is, or may be, necessary to perform Employee’s job
responsibilities under this Agreement. Following termination or expiration of this
Agreement, Employee shall not use any Proprietary or Confidential Information and shall
not disclose any Proprietary or Confidential Information to any person or entity without
the prior express written consent of the Employer.
Section 20: Conflict of Interest
A. Because of the duties and role of the Employee on behalf of the Employer, the
Employee shall not, during the term of this Agreement, individually, as a partner,
joint venturer, officer or shareholder, invest or participate in any business venture
conducting business in the service boundaries of the Employer, except for stock
ownership in any company whose capital stock is publicly held and regularly traded,
without the prior approval of the Board of Directors. For and during the term of this
Agreement, the Employee further agrees, except for a personal residence or
residential property acquired or held for future use as Employee’s personal residence,
not to invest in any other real estate or real property improvements within the service
boundaries of the District, without prior consent of the Board of Directors.
B. The Employee shall also be subject to the conflict of interest provisions of the
California Government Code and any conflict of interest code applicable to
Employee’s employment. The Employee is responsible for submitting to the District
Clerk the appropriate Conflict of Interest Statements at the time of appointment,
annually thereafter, and at the time of separation from the position.
Section 21: Assistance in Litigation
Employee agrees to provide information and proper assistance to the Employer as it may
reasonably require with any litigation, arbitration or mediation in which it may become
involved, either during or after termination or expiration of this Agreement. Employee
further agrees not to discuss, reveal or convey any information or documents pertaining
to the Employer to any person or entity, or attorney for or representative of any person or
entity, with actual or potential claims adverse to the Employer except pursuant to duly
issued legal process or as otherwise authorized by the Employer. Employee agrees to
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notify the Employer immediately upon receipt of any legal process or contact pertaining
to the Employer.
Section 22: Other Terms and Conditions of Employment
The Employer, only upon agreement with Employee, shall fix any such other terms and
conditions of employment, as it may determine from time to time, relating to the
performance of the Employee, provided such terms and conditions are not inconsistent
with or in conflict with the provisions of this Agreement, the Employer’s policies, or any
law.
Section 23: Notices
A. Notice pursuant to this Agreement shall be given by depositing in the custody of
the United States Postal Service, postage prepaid, addressed as follows:
EMPLOYER: President of the Board of Directors
Truckee Donner Public Utility District
11570 Donner Pass Road
Truckee, CA 96160
EMPLOYEE: Brian Wright
10557 Stuart Staithe
Truckee, CA 96161
B. Alternatively, notice required pursuant to this Agreement may be personally
served in the same manner as is applicable to civil judicial practice. Notice shall be
deemed given as of the date of personal service or as the date of deposit of such written
notice in the course of transmission in the United States Postal Service.
Section 24: General Provisions
A. Integration.
This Agreement sets forth and establishes the entire understanding between the Employer
and the Employee relating to the employment of the Employee by the Employer. Any
prior discussions or representations by or between the Parties are merged into and
rendered null and void by this Agreement. This Agreement may only be amended by
mutual written agreement of both Parties. Such amendments shall be incorporated and
made a part of this Agreement.
B. Binding Effect.
This Agreement shall be binding on the Employer and the Employee as well as their
heirs, assigns, executors, personal representatives and successors in interest.
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C. Effective Date.
This Agreement shall become effective on July 3,2021.
D. Severability.
The invalidity or partial invalidity of any portion of this Agreement will not affect the
validity of any other provision. If any provision of this Agreement is held to be invalid,
the remaining provisions shall be deemed to be in full force and effect as if they have
been executed by both Parties subsequent to the expungement or judicial modification of
the invalid provision.
E. Venue.
Any action to interpret or enforce this Agreement shall be commenced and maintained in
the County of Nevada, State of California.
F. Choice of law.
This Agreement shall be governed by the laws of California.
G. Attorney fees.
The prevailing Party in any action to interpret or enforce this Agreement shall be entitled
to reasonable attorney fees, cost and expense in addition to any other relief to which the
Party may be entitled.
H. Alternate Dispute Resolution.
Both Parties agree to mediate any dispute or claim arising between them out of this
Agreement which cannot be adjusted by and between them before resorting to court
action. Mediation fees, if any, shall be divided between the Parties. If either Party
commences a court action against the other, based on a dispute or claim to which this
paragraph applies without first attempting to resolve the matter through mediation, the
Party commencing such action shall not be entitled to recover attorney fees, even if they
would otherwise be available in any such court action.
I. Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument
and each Party may deliver its executed counterpart to the other Party via facsimile or
email.
J. Waiver.
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No waiver of any breach of any covenant or provision in this Agreement shall be deemed
a waiver of any other covenant or provision in this Agreement and no waiver shall be
valid unless in writing and executed by the waiving Party.
Signed this date: ________________, 2021
Employer: Employee:
_________________________ _______________________________
Christa Finn Brian Wright.
President of the Board
Truckee Donner Public Utility District
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EXHIBIT “A”
GENERAL RELEASE AGREEMENT
This General Release Agreement (“Release Agreement”) is entered into by and between
Brian Wright (“Employee”) and TRUCKEE DONNER PUBLIC UTILITY DISTRICT
(“District”), in light of the following facts:
A. Separation of Employment. The Parties acknowledge that pursuant to Section 11 of
the Employment Agreement by and between District and Employee dated July 3, 2021,
(“Employment Agreement”), the [District terminated Employee from Employee’s or Employee
terminated Employee’s] at-will employment as of ________________________ (“Separation
Date”). Pursuant to Section 11 of the Employment Agreement, Employee has voluntarily agreed
to accept the following severance payment from the District in consideration of the terms of this
Release Agreement.
B. Severance Payment. Employee acknowledges that the District has no prior
obligation to provide Employee with any severance benefits. However, pursuant to Section 11 of
the Employment Agreement, and as consideration for this Agreement and the conditions set forth
herein, the District agrees to provide the Employee the following benefits (collectively, “the
Severance Payment”):
1. [Insert number] months’ severance pay at Employee’s current rate of pay
in the amount of [insert written dollar amount] dollars and [insert written cents amount]
cents [insert full amount $xx,xxx.xx], less applicable payroll tax withholdings and
deductions, in one lump sum payment; and
The Severance Payment shall be made within fifteen (15) days after Employee and
Employer execute this Agreement or on the Separation Date, whichever is later, and only if
Employee has not exercised Employee’s right of revocation under section K, herein below.
C. Payment for Earned Compensation. Employee acknowledges that Employee has
been paid for all salary, unused and accrued vacation and other benefits in accordance with
District policies, if any earned by Employee up to and including the Separation Date.
D. Release of Claims and Parties. As consideration for the Severance Payment and
agreements described above, Employee on behalf of Employee, Employee’s heirs,
representatives, successors, and assigns, hereby irrevocably and unconditionally waives, releases
and forever discharges the District and/or any of its members of the District’s Board of Directors,
officials, officers, deputies, employees, agents, servants, representatives, successors, assigns,
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predecessors, divisions, branches, or attorneys, and all persons acting by, through, under or in
concert with the District, 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 attorneys’ fees, interest, expenses, and costs actually incurred), of any nature
whatsoever, whether in law or in equity, KNOWN OR UNKNOWN, suspected or unsuspected,
actual or potential (hereinafter referred to as “claim” or “claims”) which Employee at any time
had or claimed to have, or which Employee may have or claim to have regarding any and all
facts and circumstances that have occurred as of the date of this Release Agreement, including,
without limitation, any and all claims related or in any manner incidental to Employee’s
employment with the District and Employee’s separation from employment with the District. It
is expressly understood by Employee that among the various rights and claims being waived by
Employee in this release are those arising under the Age Discrimination in Employment Act of
1967 (29 U.S.C. § 621, et. seq.).
E. Section 1542 Waiver. The matters specifically released and dismissed by this
Release Agreement shall include, but are not necessarily limited to, all claims and causes of
action which Employee has against the District and/or any of the Released Parties arising on or
before the date that this Release Agreement is executed, and ANY OTHER CLAIM OF ANY
TYPE WHATSOEVER AGAINST THE DISTRICT, AND/OR ANY OTHER RELEASED
PARTY; WHETHER SUCH CLAIM IS KNOWN OR UNKNOWN TO EMPLOYEE AND/OR
EMPLOYEE'S REPRESENTATIVES AND ATTORNEYS arising on or before the date that
this Release Agreement is executed. As a further consideration and inducement for this Release
Agreement, to the extent permitted by law, Employee hereby waives and releases any and all
rights under Section 1542 of the California Civil Code or any analogous state, local, or federal
law, statute, rule, order or regulation, Employee has or may have with respect to any claims
against the District. California Civil Code Section 1542 reads as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST
IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND
THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED
HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Employee hereby expressly agrees that this Release Agreement shall extend and apply to
all unknown, unsuspected, and unanticipated claims, injuries, losses and damages, as well as
those that are now known and/or disclosed.
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F. Entire Agreement and Admissibility. This Release Agreement constitutes the
complete understanding between or among Employee on the one hand, and the District and any
other Released Party on the other hand and supersedes any and all prior agreements, promises,
representations or inducements, no matter their form, concerning the subject matter of this
Release Agreement. The Parties desire that this Release Agreement represents a single integrated
contract expressing the entire agreement of the Parties with respect to matters set forth herein.
No promises, agreements or modifications to this Release Agreement made subsequent to the
execution of this Release Agreement by these Parties shall be binding unless reduced to writing
and signed by authorized representatives of these Parties. The Parties to this Release Agreement
represent that this Release Agreement may be used as evidence in any subsequent proceeding in
which any of the Parties alleges a breach of this Release Agreement or seeks to enforce its terms,
provisions or obligations.
G. Representation by Counsel. Employee acknowledges that Employee is fully aware
of Employee’s right to discuss any and all aspects of this matter with an attorney of Employee’s
choice, that the District has advised Employee of that right, that Employee has carefully read and
fully understands the provisions of this Release Agreement and that Employee is voluntarily
entering into this Release Agreement.
H. Severability. Should any of the provisions or terms of this Release Agreement be
determined illegal, invalid, or unenforceable by any court or governmental agency of competent
jurisdiction, validity of the remaining parts, terms, or provisions, shall not be affected thereby
and said illegal, invalid, or unenforceable part, term, or provision shall be deemed not to be a
part of this Release Agreement.
I. Governing Law. This Release Agreement is made and entered into in the State of
California, and shall be governed, interpreted and enforced under the laws of the State of
California. The Parties agree that jurisdiction and/or venue of any action involving the validity,
interpretation; or enforcement of this Release Agreement or any of its terms, provisions, or
obligations, or claiming breach thereof, shall exist exclusively in a court or government agency
located within the County of Nevada, State of California. The Parties further agree that this
Release Agreement may be used as evidence in any subsequent proceeding in which any of the
Parties allege a breach of this Release Agreement or seeks to enforce its terms, conditions,
provisions or obligations.
J. Time for Acceptance of Agreement. Employee may accept this offer by signing below
no later than twenty-one (21) days from the day Employee receives it and by returning the signed
and dated Release Agreement to the District no later than the close of business on the twenty-
first (21st) day after the date Employee receives this offer.
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K. Right of Revocation. This Release Agreement contains a waiver and release of all
claims that Employee may currently have under the Age Discrimination in Employment Act of
1967 (29 U.S.C. §621-634). Employee understands and agrees that Employee:
1. Has reviewed all aspects of this Release Agreement;
2. Has carefully read and fully understands all of the provisions of this Release
Agreement;
3. Has had a full twenty-one (21) days within which to consider this Release Agreement
before executing it;
4. Is, through this Release Agreement, releasing the District and the Released Parties
from any and all claims Employee may have;
5. Knowingly and voluntarily agrees to all of the terms set forth in this Release
Agreement;
6. Knowingly and voluntarily intends to be legally bound by the terms set forth in this
Release Agreement;
7. Was advised, and by this Release Agreement is advised in writing, to consider the
terms of this Release Agreement and consult with Employee’s attorney prior to executing
this Release Agreement;
8. Has a full seven (7) days following the execution of this Release Agreement to revoke
this Release Agreement and has been and is hereby advised in writing that this Release
Agreement shall not become effective or enforceable until the revocation period has
expired; and
9. Understands that rights or claims including those under the Age Discrimination in
Employment Act of 1967 (29 U.S.C. §621-634) that may arise after the date of this
Release Agreement is executed are not waived.
PLEASE READ CAREFULLY. THIS AGREEMENT AND RELEASE INCLUDES A
RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
L. Fees and Costs. Employee and District agree that in the event of litigation relating to this
Release Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees
and costs.
This Release Agreement is entered into this _____ day of __________, [202_].
Employer: Employee:
_________________________ _______________________________
_________________________ Brian Wright
{00954996.DOC 2 } 16
President of the Board
Truckee Donner Public Utility District