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1981-0615_JULIAN , STEPHEN B._Severance Agreement and Mutual ReleaseSEVERANCE AGREEMENT AND MUTUAL RELEASE WHEREAS, on or about June 15, 1981, the City of SAN JUAN CAPISTRANO, hereafter called "CITY", entered into an employment agreement with STEPHEN B. JULIAN, hereafter called "EMPLOYEE', which agreement and employment was amended and altered from time to time; and WHEREAS, on or about February 20, 1990, an agreement was entered into between CITY and EMPLOYEE, superseding all prior agreements and providing for the continued employment of EMPLOYEE as City Manager and as Executive Director of the San Juan Community Redevelopment Agency, hereafter called "AGENCY"; and WHEREAS, on October 15, 1992, the employment of STEPHEN B. JULIAN was terminated by the CITY and by the AGENCY, NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: 1. CITY agrees to pay to EMPLOYEE, and EMPLOYEE agrees to accept, the cash sum of ONE HUNDRED SIXTY SIX THOUSAND FIVE HUNDRED AND SEVENTY-FIVE DOLLARS ($166,575.00) on or before November 20, 1992, as the full cash settlement of all salary, benefits, and severance payments due and owing to EMPLOYEE by CITY and any of its agencies or subordinate entities, except as provided herein below. 2. CITY agrees to provide at no cost to EMPLOYEE, the continuation of medical, dental, and vision care insurance coverage for Stephen B. Julian and two (2) dependents, equivalent to that in effect on October 15, 1992, for one full year to and including October 15, 1993, to the extent that such coverage is available to other CITY employees, and as a part thereof, to pay EMPLOYEE's portion of the premiums for said coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, ("COBRA") and other provisions of law. -1- 3. CITY agrees to release EMPLOYEE from any obligation to make further payments of principal or interest on any loan or other obligation by EMPLOYEE to CITY, financial or otherwise, existing on the date of this agreement. 4. CITY agrees to provide continuing legal defense to EMPLOYEE as a former employee of CITY pursuant to Government Code Sections 995, et sec. and within the limitations of Government Code Section 995.2, and pursuant to other applicable law and agreements, in the legal action known as COMMITTEE TO RESTORE INTEGRITY IN SAN JUAN CAPISTRANO, ETC., ET AL. vs. THE CITY OF SAN JUAN CAPISTRANO, ETC., ET AL. AND RELATED CROSS -ACTIONS, Orange County Superior Court Case No. 65-27-09, (the "LAWSUIT"). EMPLOYEE agrees that CITY shall be released of any further obligation to provide a legal defense or indemnity in the LAWSUIT, and to waive same, if CITY and LAWSUIT plaintiffs reach agreement to settle the LAWSUIT, which agreement shall include and be limited to the following terms with respect to the rights of EMPLOYEE: 1) EMPLOYEE is protected from any judgment in the LAWSUIT for repayment of moneys, for damages, or other financial obligations related to CITY or AGENCY employment; 2) EMPLOYEE is not required to release any claims that he has or may have against any of the LAWSUIT Plaintiffs; and 3) as to that portion of the LAWSUIT bifurcated by the Court and described as the "Julian Transactions" portion of the LAWSUIT, a judgment is to be entered by the Court resolving all of the LAWSUIT Plaintiffs' claims in favor of EMPLOYEE, in accordance with the Statement of Decision issued October 11, 1992, or the substantial equivalent thereto, and which judgment shall not, and will not, be disturbed, modified, set aside, appealed, or limited in any fashion whatsoever (the "Settlement"). EMPLOYEE agrees, in the event of said Settlement between CITY and LAWSUIT Plaintiffs, to assign any and all rights he has, or may have, to recover from the LAWSUIT Plaintiffs attorneys fees, costs, and other charges paid by CITY for the defense of EMPLOYEE in the LAWSUIT. =PAC 5. Except as provided in the following paragraphs, EMPLOYEE agrees to accept said payments, benefits and release of debt in full and final settlement of any and all claims and causes of action he has or may have arising out of his employment with the CITY OF SAN JUAN CAPISTRANO, the SAN JUAN COMMUNITY REDEVELOPMENT AGENCY, or any other district or agency affiliated therewith. 6. EMPLOYEE, on the one hand, and CITY and AGENCY, on the other, agree further to mutually waive, release, discharge and hold each other harmless from any and all judgments, liabilities, debts, demands, causes of action, actions, obligations, costs, expenses, damages, liens, encumbrances, proceedings, rights, titles in interest, and other claims of every nature, character or description whatsoever arising in law, equity or otherwise, whether or not known, suspected or claimed, except as provided herein. Notwithstanding this release, EMPLOYEE preserves all rights that he has under applicable law to a defense and/or indemnification from the CITY in the event claims are asserted against him in the future for matters arising out of or relating to his employment as City Manager and Executive Director of the San Juan Community Redevelopment Agency. CITY, EMPLOYEE and AGENCY acknowledge that each party makes no representations or admission of liability regarding the matters described herein. It is the intention of CITY, EMPLOYEE and AGENCY that this release be binding upon each of them and upon their heirs, legal representatives, assigns, and successors in interest. 7. EMPLOYEE, CITY and AGENCY, each being represented by legal counsel, do certify that they have read Section 1542 of the California Civil Code set out below, and in connection with the mutual release given herein, hereby waives any rights that they may have thereunder. C:W= A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. 8. The parties represent and warrant that the persons executing this Agreement on their behalf are fully authorized to do so. The parties warrant that the execution and performance of this Agreement do not contravene any laws, regulations or contractual restrictions applicable to or binding upon the parties. Additionally, the parties each represent and warrant that they have not assigned or otherwise transferred to any person or entity any of the claims released hereunder. 9. This Agreement reflects the entire agreement between the parties relating to the subject discussed herein, and supersedes all prior or contemporaneous oral or written under- standings, statements, representations and promises regarding these subjects. The parties represent and warrant that no statements or representations, other than the statements or representations contained in this Agreement have induced their assent to this Agreement. 10. Any modification, alteration or amendment to this Agreement shall be void and of no force or effect unless it is in writing and signed by EMPLOYEE, CITY and AGENCY. il. The parties each agree to execute any other documents and to take any other action as may be reasonably necessary to carry out the terms of this Agreement. 12. EMPLOYEE, CITY and AGENCY acknowledge that they have each been advised by legal counsel in connection with this Agreement and execute the Agreement voluntarily. -4- 13. If any action in law or equity is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to recover costs, including reasonable attorneys' fees. Executed by EMPLOYEE at California, this //>-%— day K444, . --� RIG 16KEN KetMEtH 6. ?UyAN Attorney for EMPLOYEE Fxe4uted by CIT} at San Juan Capistrano, California this T'�yt i , 1992. ATTEST: Cheryl JohhsoN, City Clerk Executed by AGENCY t Sad Juan Capistrano, this T1N day of %(Aye u�A , 1992. NNETH E. FRIESS, Chairman of Board of Directors AS TO FORM Richard K. Denhalter tr// 7/z� City Attorney -5- California,