SEVERANCE AGREEMENT AND GENERAL RELEASE
This SEVERANCE AGREEMENT AND GENERAL RELEASE of claims
("Agreement") is entered into by and between the City of Richmond ("Employer" or the "City") on the one hand, and Belinda Brown ("Ms. Brown") on the other hand.
WITNESSETH:
WHEREAS, Ms. Brown has been employed with the City for a period of time; WHEREAS, the parties mutually desire to terminate the employment relationship; and WHEREAS, the parties wish to preserve the good will which exists between them and settle all disputes which may exist between them;
NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and sufficient consideration, receipt of which is hereby acknowledged, the parties agree as follows.
A. The City agrees as follows:
1. That upon the expiration of seven (7) days following the date Ms. Brown executes this Agreement, and assuming she does not revoke it, the City agrees to pay to Ms.
Brown a severance payment consisting of the following: 1) Ninety-four Thousand Five Hundred Dollars ($94,500), less all applicable deductions for taxes, which amount represents six months of her current salary; and 2) Five Thousand Seven Hundred Dollars ($5,700), less all applicable deductions for taxes, which amount represents the reimbursement of Ms. Brown's contributions to OPEB from January 2017 to present. This severance payment is a sum to which Ms. Brown is not otherwise entitled but for her execution of this Agreement.
B. Ms. Brown for herself, her heirs, executors, administrators, assigns, and successors, agrees as follows:
1. That she fully and forever releases and discharges the City and its officers, directors, agents, attorneys, employees, and assigns (hereafter collectively referred to as "Releasees") from any claims, damages, and causes of action she may have against them, and she covenants not to sue or otherwise institute or cause to be instituted or any way participate in (except at the request of the City) legal or administrative proceedings against Releasees, or any of them, with respect to any matter arising out of or connected with her employment with the City or the termination of that employment, including any and all liabilities, claims, demands, contracts, debts, obligations, and causes of action of every nature, kind, and description, in law, equity, or otherwise, whether or not now known or ascertained, which heretofore do or may 01337.0004/777862.1
2. That her employment with the City concluded effective as of May 17, 2022; that she shall have no right to employment with the City after that date; and that she shall not apply for re-employment with the City after that date.
3. That prior to the execution of this Agreement, she has received payment for all vacation earned but unused to date while employed by the City. Ms. Brown further agrees that prior to the execution of this Agreement, she was not entitled to receive any further monetary payment from the City, and that the only payments and benefits that she is entitled to receive from Employer in the future are those specified in this Agreement.
4. That Ms. Brown is waiving any rights she may have had or now has to pursue any and all remedies available to her under any employment-related cause of action against the City, including without limitation, claims of wrongful discharge, emotional distress, defamation, breach of contract, breach of the covenant of good faith and fair dealing, violation of the provisions of the California Labor Code, the Employee Retirement Income Security Act of 1974, as amended, and any other laws and regulations relating to employment. Ms. Brown further acknowledges and expressly agrees that she is waiving any and all rights she may have had or now has to pursue any claim of discrimination, including but not limited to, any claim of discrimination based on sex, age, race, national origin, or on any other basis, under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the California Constitution, the Equal Pay Act of 1963, the Age Discrimination in Employment Act of 1967, the Civil Rights Act of 1866, the Americans with Disabilities Act, and all other laws and regulations relating to employment.
C. The City and Ms. Brown, for herself, her heirs, executors, administrators, assigns, and successors, jointly agree as follows:
That nothing contained in this Agreement shall constitute or be treated as an admission by the City of liability, of any wrongdoing, or of any violation of law.
2. That if any provision of this Agreement is found to be unenforceable, it shall not affect the enforceability of the remaining provisions and the court shall enforce all remaining provisions to the extent permitted by law.
3. That except as expressly provided herein, this Agreement shall supersede and render null and void any and all prior agreements between the parties.
4. That this Agreement extends to all claims of every nature and kind, known or unknown, suspected or unsuspected, past or present, arising from or attributable to Ms.
Brown's employment with the City or the termination of that employment, and that any and all rights granted to Ms. Brown under Section 1542 of the California Civil Code or any analogous state law or federal law or regulation are hereby expressly waived. Said Section 1542 of the Civil Code of the State of California reads as follows:
A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or 01337.0004/777862.1 2
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.
5. That this Agreement shall bind and benefit Ms. Brown's heirs, executors, administrators, successors, assigns, and each of them; it shall also bind and benefit the City.
That this Agreement shall be deemed to have been entered into in the State of California and shall be construed and interpreted in accordance with the laws of that state.
7. That should there hereafter be any litigation between the parties to this Agreement alleging a breach of this Agreement or seeking enforcement of this Agreement, the prevailing party in such litigation shall be entitled to recover her or its reasonable attorneys' fees and costs of such litigation from the other party.
That each party hereby agrees to accept and assume the risk that any fact with respect to any matter covered by this Agreement may hereafter be found to be other than or different from the facts it believes at the time of this Agreement to be true, and agrees that this Agreement shall be and will remain effective notwithstanding any such difference in fact.
That Ms. Brown hereby acknowledges and understands and the City agrees that:
(a) Ms. Brown may have, and has had, at least twenty-one (21) days after receipt of this Agreement within which she may review and consider, discuss with an attorney of her own choosing, and decide to execute or not to execute this Agreement; (b) Ms. Brown has seven (7) days after the execution of this Agreement within which she may revoke this Agreement;
(c) in order to revoke this Agreement, Ms. Brown must deliver to Anil Comelo, the Interim Deputy City Manager, on or before seven (7) days after the execution of this Agreement, a letter stating that she is revoking this Agreement; and (d) that this Agreement shall not become effective or enforceable until after the expiration of seven (7) days following the date Ms. Brown executes this Agreement. 01337.0004/777862.1 3
10. THAT THEY HAVE READ AND UNDERSTOOD THE FOREGOING
AGREEMENT, AND THAT THEY AFFIX THEIR SIGNATURES HERETO
VOLUNTARILY AND WITHOUT COERCION. MS. BROWN FURTHER
ACKNOWLEDGES THAT SHE HAS AT LEAST TWENTY-ONE (21) DAYS WITHIN
WHICH TO CONSIDER THIS AGREEMENT, THAT SHE WAS ADVISED BY THE CITY
TO CONSULT WITH AN ATTORNEY OF HER OWN CHOOSING CONCERNING THE
WAIVERS CONTAINED IN AND THE TERMS OF THIS AGREEMENT, AND THAT THE
WAIVERS SHE HAS MADE AND THE TERMS SHE HAS AGREED TO HEREIN ARE
KNOWING, CONSCIOUS, AND WITH FULL APPRECIATION THAT SHE IS FOREVER FORECLOSED FROM PURSUING ANY OF THE RIGHTS SO WAIVED.
4/29 _ 2022 Blund
BELINDA BROWN
_ 2022 THE CITY OF RICHMOND
By:
SHASA CURL
CITY MANAGER
01337.0004/777862,1 4.