Settlement and Severance Agreement This Agreement is made this 20" day of January, 2016 by and between the City of Brookhaven (“the City”) and Marie Garrett (“Garrett”), her agents, heirs, attorneys and assigns. RECITALS WHEREAS, the City has employed Garrett as its City Manager; and WHEREAS, the City and Garrett have reached agreement concerning the terms and conditions of her severance from the City’s employment; and WHEREAS, the parties desire to commit their agreement to writing. NOW THEREFORE, in consideration of the mutual promises exchanged, the receipt and sufficiency of which are mutually, the City and Garrett agree, covenant, and promise as follows: 1. Effective Date. The Effective Date date of this Agreement shall be the later of (a) the date of ratification of the Agreement by the Brookhaven Council in accordance with the City Charter and (b) the 8th day after Garrett’s execution, provided Garrett has not exercised her right to revoke as set forth in Paragraph 5(e) below. 2. Consideration (a) Garrett will resign from her position as City Manager immediately upon the Effective Date. (b) Garrett shall receive a total settlement value of Two Hundred Twenty Five Thousand and 00/100 Dollars, ($225,000.00) (“the Total Settlement Amount”) apportioned as follows: tt Forty-Two Thousand Three Hundred and 00/100 Dollars ($42,300.00) of the Total Settlement Amount shall be allocated to to Garrett's retirement annuity, If requested by Garrett Page 1 of 6 Pagesfollowing consultation with her tax advisor, the City will add all or a portion this amount to the lump sum payable under Paragraph 2(b)3, rather than paying it to Garrett’s annuity. 2. Thirteen Thousand Nine Hundred Fifty and 00/100 Dollars ($13,950.00) of the Total Settlement Amount shall be allocated to Garrett’s One America account, 3. The City will pay the remainder of the Total Seftlement Amount i.c., One Hundred Sixty-Eight Thousand Seven Hundred Fifty and 00/100 ($168,750.00), less applicable withholding for state and federal income taxes to Garrett in a lump sum. If possible, the City will make this payment by direct deposit. (©) Payment of Consideration under this Paragraph 2 shall take place on or before January 31, 2016. 3. Mutual Release and Waiver of All Claims The Parties, each and separately, waive, resolve and release any and all claims they may have one against the other, including but not limited to, Title VIL of the Civil Rights Act of 1964, 42 U.S.C. § 2000¢ et seq., as amended; the Age Discrimination in Employment Act, 29 U.S.C. § 621 ef seq. (“ADEA”); the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq.; the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq. (except such rights as may be vested under any retirement plan sponsored by the City); 42 U.S.C. § 1983, 42 U.S.C. § 1981, 42 U.S.C. § 1988, any claims under Georgia or other state laws, including but not limited to the Georgia Whistleblower Act, O.C.G.A. § 45-1-4 et seq., breach of contract whether under common law or statute, termination for cause, or acceleration of any prior agreement, or any claims for wrongful discharge, discrimination, retaliation, harassment, intentional or negligent infliction of emotional distress, defamation, interference with contract, or any other cause of action based on federal, state, or local law or the common law, whether in tort or in contract, and any claim for damages of any kind, whether called Page 2 of 6 Pagescompensatory damages, punitive damages, lost wages, expectation damages, future harm, or any other nomenclature to characterize or describe legal or equitable relief, Garrett further agrees that she will not institute any legal or ‘Administrative Proceeding against the City or any of its past or current officials, officers, agents or employees as to any matter based upon, arising out of, or related to her employment, compensation during her employment, or termination of her employment with the City. If Garrett files a charge with the U.S. Equal Employment Opportunity Commission that would otherwise have been released by this paragraph, Garrett may be limited to non-monetary relief. }. Non-Admission of Liability Nothing in this document shall constitute an admission of liability by either patty nor is it an admission of any wrongdoing by either party. Older Workers Benefit Protection Act Provisions Garrett acknowledges that she has read and that she understands this Agreement, and she specifically acknowledges the following: (a) That she has been advised by the City to consult with an attomey, and has had the opportunity to consult with an attorney, before signing this Agreement; and (b) ‘That she has been given twenty-one (21) days to decide whether to sign this Agreement; and (©) That she has received valuable consideration for her release of any claims she might have arising under the Age Discrimination in Employment Act (“ADEA”), 29 U'S.C. §621, et seq., in addition to compensation to which she is otherwise entitled; and (d) That she is waiving, among other claims, age discrimination claims under the ADEA and all amendments thereto; and (e) That if she signs this Agreement, she has seven (7) days in which to revoke her signature, and that the Agreement will not become effective or enforceable until after the Effective Date (in other words, the revocation Page 3 of 6 Pages6. ae period must have expired, and Garrett must not have exercised her right to revoke). Specifically, Garrett understands that she will not receive the payment referred to in Paragraph 2 until after the Effective Date. In the event Garrett exercises her right to revoke this Agreement, her employment will continue under the Employment Agreement, and will not be deemed to have been terminated or modified in any way, whether by the execution of this Agreement or by any statement made in anticipation of the termination of her employment, as contemplated by this Agreement or otherwise. To revoke this Agreement, Garrett must send a written notice to City of Brookhaven Attn: Mayor 4362 Peachtree Rd. Brookhaven, GA 30319 no later than the seventh (7th) day after Garrett’s signing of the Agreement (ie. no later than January 28, 2016); and () That, by signing this Agreement, she is not waiving or releasing any claims based on actions or omissions that occur after the date of her signing of this Agreement. Mutual Non-disparagement The Parties hereto agree and stipulate that they shall not make any disparaging or negative comments about the other to any person, entity, or corporation. Within 24 hours of the effective date, the City will promulgate the following unanimous City Council Resolution: “The City of Brookhaven and Marie Garrett have resolved a contract disagreement to the satisfaction of all concerned. Over the past three years, Marie Garrett's integrity and hard work have been invaluable assets to our City and instrumental to the City’s success. The Mayor and the City Couneil thank Marie for her devoted service and wish her the best in her future endeavors.” No Further Obligation Page 4 of 6 PagesGarrett acknowledges and agrees that she is entitled to no other payments or benefits, except as detailed in this Agreement, 8. Entire Agreement; Modification The parties agree that this is the entire agreement between the parties. This Agreement overrides and replaces all prior agreements, negotiations and terms proposed or discussed, whether in writing or orally, about the subject matter of this Agreement, No modification of this Agreement will be valid unless it is in writing identified as an Amendment to the Agreement and is signed by Garrett and an authorized agent of the City. 9. Governing Law and Venue ‘This Agreement is governed by and construed in accordance with the laws of the state of Georgia. If legal action is brought at any time based on any controversy ot claim arising out of, or relating to this Agreement, the parties agree to submit to the jurisdiction and venue of any state or federal court having jurisdiction in or for DeKalb County, Georgia. 10. Attorney’s Fees for Breach In the event of litigation alleging a breach of this Agreement, the prevailing party shall recover from the other party(s) her or its reasonable attomey’s fees incurred in remedying the breach. 11. Ratification of Agreement by Public Vote of City Council This Agreement shall become effective upon ratification of the Brookhaven City Council and expiration of the seven-day period set forth in Paragraph 5(e) above. If the Brookhaven City Council shall fail to ratify this Agreement before January 28" or if Garrett exercises her right to reject this ‘Agreement before the exercise of the seven-day period, this Agreement shall become null and void. GARRETT ACKNOWLEDGES AND AGREES THAT SHE HAS CAREFULLY READ THIS CONTRACT AND RELEASE AGREEMENT, AND KNOWS AND Page 5 of 6 PagesUNDERSTANDS ITS CONTENTS, AND VOLUNTARILY SIGNES IT OF HER OWN FREE WILL. “City Attorngy— Attest: eee { an ‘ Susan Hiott City Clerk Page 6 of 6 Pages