Loading...
HomeMy WebLinkAboutORD 2020-01 - Board µTRUCKEE DrUblIC Utility District ONNER Ordinance No. 2020 - 01 APPROVING THE EMPLOYMENT AGREEMENT FOR THE GENERAL MANAGER/CHIEF EXECUTIVE OFFICER WHEREAS, the Board of Directors employs a General Manager/Chief Executive Officer to manage the day by day affairs of the District; WHEREAS, the Board of Directors wishes to employ Remleh Scherzinger as the District's General Manager/Chief Executive Officer of the District starting July of 2020 and enter into the Employment Agreement attached hereto as Exhibit "A" which sets forth the terms and conditions of his employment and establishes his compensation; WHEREAS, Section 16112 of the Public Utilities Code provides that the General Manager of the District shall receive such compensation as is provided for by the Board by ordinance. THEREFORE, BE IT ENACTED, by the Board of Directors of the District that: 1. The Employment Agreement attached hereto as Exhibit "A" is hereby approved. 2. This Ordinance shall be effective thirty (30) days from the date of passage. 3. The District Clerk is directed to publish this Ordinance in accordance with the laws of the State of California. PASSED AND ADOPTED by the Board of Directors of the Truckee Donner Public Utility District at a regular meeting thereof duly called and held within said District on the third day of June 2020 by the following roll call vote: AYES: Directors: Ellis, Laliotis, Vice President Finn, and President Bender. NOES: None. ABSENT: Director Aguera. TRUCKEE DO PUBLIC UTILITY DISTRICT By Jeff en resident of the Board ATTEST: hanna D. Kuhlemier, CMC, District Clerk {00887424.DOC 2 1 Exhibit "A" 100887424.DOC 2 } TRUCKEE DONNER PUBLIC UTILITY DISTRICT EMPLOYMENT AGREEMENT GENERAL MANAGER/ CHIEF EXECUTIVE OFFICER {0088510 LDOC 2 } 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 : Relocation Assistance P. 3 Section 9 : Other Benefits P. 3 Section 10: General Business Expenses P. 3 Section 11: Termination P. 4 Section 12: Severance Pay P. 4 Section 13: Resignation P. 6 Section 14: Performance Evaluation P. 6 Section 15: Hours of Work P. 6 Section 16: Outside Activities P. 6 Section 17: Indemnification P. 6 Section 18: Bonding P. 7 Section 19: District Property P. 7 [00885101.DOC 2} Section 20: Non-Disclosure of Proprietary or Confidential Information P. 7 Section 21. Conflict of Interest P. 8 Section 22: Assistance in Litigation P. 8 Section 23: Other Terms and Conditions of Employment P. 9 Section 24: Notices P. 9 Section 25: General Provisions P. 9 Appendix "A" General Release Agreement P. 12 [00885101.DOC 2} Employment Agreement Introduction This Employment Agreement ("Agreement") made and entered into this 3`d Day of Jne, 2020, by and between the Truckee Donner Public Utility District, (hereinafter called Employer") and Remleh Scherzinger, (hereinafter called "Employee" or "Scherzinger"), 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 approximately three (3) years beginning on July 3, 2020 and ending on July 31, 2023. Employee shall begin working on a date to be mutually agreed upon by Employer and Employee that is on or before July 20, 2020. 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 11 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 12 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. Within the first eighteen (18) months of the term of this Agreement and thereafter for the remainder of the term of this Agreement, Employee agrees that he shall reside within the physical boundary of the Employer's electric or water service territory. E. 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 {00885101.DOC 21 1 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 Seventy-Five Thousand Dollars ($275,000.00). B. Beginning on January 1, 2021 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 ten (10) 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 Ca1PERS retirement benefits in accordance with the Employer's agreement with Ca1PERS and Ca1PERS' policy. D. The Employee shall annually receive eleven (11) days of paid holidays in accordance with Employer's policy. 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 (00885101.DOC 2) 2 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) for an all-wheel drive vehicle. Section 7: Retirement The Employer agrees to enroll the Employee into the CalPERS retirement system in accordance with the Employer's agreement with Ca1PERS 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: Relocation Assistance The District will provide Employee relocation assistance in an amount not to exceed Ten Thousand Dollars ($10,000.00) and equal to the lowest of three bids, or such lesser number as are reasonably available to Employee, of reputable moving companies to relocate Employee's household from its current location in Grass Valley, California to General Manager's residence within the Employer's water or electric service boundaries within eighteen (18) months of the effective date of this Agreement. Section 9: 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 10: 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. f00885101.DOC 2 1 3 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. 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 11: 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 12: Severance Pay A. Severance pay shall be provided to the Employee when employment is terminated, as defined in Section 11, without cause. B. If the Employee is terminated without cause, the Employer shall provide Employee a severance payment equal to twelve (12) month's Employee's Base Salary at the current rate of pay at the time of termination and pay for continuation of the General [00885101.DOC 2) 4 Manager's District health insurance benefits through COBRA for six (6) 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. C. If the Employee is terminated without cause, the Employee shall also be compensated for all vacation leave, all paid holidays, and prorated administrative leave that would accrue during the twelve (12) month period following termination. 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 12. 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 12 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. 100885101.DOC 21 5 Section 13: 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 14: 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 15: 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 16: 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 17: 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 (00885101.DOC 2) 6 act or omission occurring in the performance of Employee's duties as General Manager 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 18: Bonding Employer shall bear the full cost of any fidelity or other bonds required of the Employee. Section 19: 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 20: 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 (00885101.DOC 2 1 7 Confidential Information includes, but is not limited to, all information and any ideas 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 21: 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 22: 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 (00885101.DOC 2) 8 issued legal process or as otherwise authorized by the Employer. Employee agrees to notify the Employer immediately upon receipt of any legal process or contact pertaining to the Employer. Section 23: 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 24: 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: Remleh Scherzinger, MBA, CSDM, P.E. 12311 McCourtney Rd Grass Valley, CA 95949 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 25: 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. (00885101.DOC 2) 9 This Agreement shall be binding on the Employer and the Employee as well as their heirs, assigns, executors, personal representatives and successors in interest. C. Effective Date. This Agreement shall become effective on July 3, 2020. 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. 1. 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 (00885101.DOC 2) 10 and each Party may deliver its executed counterpart to the other Party via facsimile or email. J. Waiver. 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: AMA �,,Vi , 2020 Employer: � oyee: Bender, P.E. mle Sc erzinger, B JSDM, P.E. President of the Board Truckee Donner Public Utility District (00885101.DOC 2) 11 EXHIBIT "A" GENERAL RELEASE AGREEMENT This General Release Agreement ("Release Agreement") is entered into by and between Remleh Scherzinger ("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 12 of the Employment Agreement by and between District and Employee dated 2020, ("Employment Agreement"), the [District terminated Employee from Employee's or Employee terminated Employee's] at-will employment as of ("Separation Date"). Pursuant to Section 12 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 13 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, {00885101.DOC 21 12 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. (00885101.DOC 2 1 13 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 (21 st) day after the date Employee receives this offer. {00885101.DOC 2 1 14