AGREEMENT AND RELEASE THIS AGREEMENT AND RELEASE (?Agreement?) is made and enteredinto by and between Cecelia M. Carter and the City of Seattle, which includes the Seattle City Employees Retirement System as well as all agents, employees and board members of the City and SCERS. RECITALS A. Ms. Carter is employed as EXecutive Director of SCERS. She and the SCERS Board of Administration have engaged in discussions regarding the directiOn, administration, and operation of SCERS. B. The members of the SCERS Board of Administration have agreed to accept Ms. Carter?s resignation from her position as Executive Director under the terms and conditions set forth in this Agreement C. The Parties agree that the terms of this Agreement fully satisfy their mutual interests, and each therefOre agrees to waive any and all legal claims that they might have against any other Party, as set forth in this Agreement. AGREEMENT The Parties agree as-follows: 1.0 Continued Employment and Resignation 'Ms. Carter agrees to continue working as SCERS ExeCutive Director until close of business on June 30, 2013. Ms. Carter will fully cooperate with any transition efforts related to interim or permanent replacement as Executive Director until close of business June 30, 2013. When processing Ms. Carter?s resignation, the City agrees to process Ms. Carter?s employment records to re?ect Resignation (RES) and such action code will remain coded as such in the City HRIS and similarly, to the extent possible, in any future record keeping system used by the City. 2.0 Payments by the City of Seattle In consideration of the release set forth belbw, and for other consideration set forth in this Agreement, SCERS and the City agree to provide Ms. Carter with a lump-sum payment of $330, 458. 39, which comprises the following components: 0 $256, 722. 21, representing eighteen months compensation and wages; 0 $18,524.66, representing accrued but unused vacation pay; 0 $22,120.02, representing eighteen months COBRA continuation payments for health, dental, and Vision insurance, and Agreement and Release 1 Cecelia M. Carter, City of Seattle, and SCERS 0 $33,091.50, representing eighteen months? employer retirement contributions. The City will treat these amounts, where appropriate and according to IRS Guidelines, as compensation and wages and will make ordinary tax withholdings and other payroll deductions. 2.1 The City agrees the payments on Compensation and wages pursuant to this Agreement shall be made to Ms. Carter or her estate in two installments as 7 follows: 2.1.1 First payment: of $85,574.07 on August 1, 2013 ,Such payment representing six months of gross compensation and wages as described earlier in this section 2.0 and subject to applicable deductions and tax withholdings; such payment to be reported for calendar-year 2013 wages. 2.1.2 Second payment: of$171,148. 15 on January 3 2014 Such payment representing twelve months of gross compensation and wages as described earlier in this section 2. 0 and subject to applicable deductions and tax withholdings; such payment to be reported for calendar- year 2014 wages. . - 2.2 The City agrees to process payment of $18,524.66 representing accrued but unused vacation pay in the manner customarily used by the City in the proCessing of unused vacation pay to any regular City employee reasonably following separation of employment. 2.3 The City agrees the payment of 18 months be made as follows: 2.3.1 First payment of $7,373.34 on August 1, 2013, representing siX months covering July, August, September, October, November and December 2013 shall be paid directly-to Ms..Carter for her responsibility to make COBRA payments to the appropriate agent or agency in a timely manner. 2.3.2 Second payment of $14,746.68 on January 3, 2014, representing twelve months covering January December 2014 shall be paid directly to Ms. Carter on January 3, 2014 for her responsibility to make COBRA payments to the appropriate agent or agency in a timely manner. 2.4 The City agrees the payment representing 18 months employer retirement contributions will be made as follows. 2.4.1 First payment of $11,030.50 on August 1, 2013, representing six months covering July, August, September, October, November and, December 2013 shall be paid directly to Ms. Carter and may be, considered wages. Agreement and Release . 2 Cecelia M. Carter, City of Seattle, and SCERS 24.2 Second payment of $22,061.00 On January 3, 2014, representing twelve months covering January December 2014 shall be paid directly to Ms. Carter and may be considered wages. 3.0 ReleaSe and-Dis'charge 3.1" In consideration of the payments and other terms set forth in this Agreement, Ms. Carter hereby completely releases and forever discharges the City from any demands, obligations, actions, causes of action, rights, damages, costs (including payment of attorney fees), expenses and compensation of any nature whatsoever, Whether based on a tort, contract 0r statutorytheory of recovery, which the Plaintiff now has, including, but not limited to, rights pursuant to the Seattle City Charter, the City?s Civil service rules and regulations, eXpress or implied contractualclaims, statutory or tort claims; claims of wrongful and/or constructive discharge, and claims of discrimination, specifically including violations of the Age . Discriminationin Employment Act of 1967 (ADEA), the Older Workers Bene?ts Protection Act, the Washington Laws Against Discrimination, and any other federal, state or local civil or human rights law. 3.2 Ms. Carter expressly agrees that she will not institute, or cause to be instituted, any action, lawsuit,- or proceeding against the City of Seattle, and/or its past, present and future officers, attorneys, agents, servants, employees and assigns, which relates to, or arises out of, any claim, right, or Cause of action of any kind, known or unknown, arising out of or related to her employment with or resignation from the City of Seattle, and will pay the City?s costs and attorney?s fees in the event that such an action is brought. Nothing in this provision shall prohibit either party from taking such steps as necessary to enforce the terms and conditions of this Agreement, including bringing a lawsuit in King County Superior Court. I 3. 3 If Ms. Carter becomes the subject of any EEOC investigation related to her employment with or resignation ?om the City, she expressly waives the right to recover any monetary damages, costs or other relief personal to Ms. Carter arising out of any EEOC charges. 3.4 Ms. Carter acknowledges and agrees that the release and discharge set forth above is a general release. Ms. Carter expressly waives and assumes the risk of any and all claims for damages which exist as of this date, but of which she does not know or suspect to exist, and which, if known, would materially affect her decision to enter into this Agreement. 4.0 Unemployment The City and SCERS agree it will not contest claimsfor unemployment should Ms. Carter make application for such claims as long as Ms. Carter provides truthful information to the Department of Employment Security. The parties recognize that the City has an obligation to provide truthful inforrnatidn if sought by DES. 5.0 Attorney?s Fees Agreement and Release 3 Cecelia M. Carter, City of Seattle, and SCERS 5.1 Ms. Carter and the City, and SCERS bear their own attorney?s fees and costs relating to this Agreement. 5.2 In the event a suit is brought to enforce any provision of this Agreement, the prevailing party shall be awarded all costs incurred 1n prosecuting or defending the action, including attorney and paralegal fees. In the event the City of Seattle and] or SCERS is the prevailing party, the hourly rate to be paid to the City and/or SCERS for the work of attorneys and paralegals shall be the hourly wage rate applicable to an Assistant City Attorney Division Chief and/or City paralegal. . . 6.0 Representation of Comprehension of Document In entering into this Settlement Agreement Ms Carter represents that she has relied upon the advice of her attorney, who 1s the attorney of her choice, concerning the legal and income tax consequences of this Agreement; that the terms of this Agreement have been completely read and explained to Ms. Carter by her attorney; and that the terms of this Agreement are fully understood and voluntarily accepted ny Ms. Carter. 7.0 Warranty 0f Capacity to Execute Agreement Ms. Carter represents and warrants that no other person or entity has, or has had, any interest in the claims, demands, obligations, or causes of action referred to in this Agreement; that she has the sole right and exclusive authority to execute this Agreement and receive the sums speci?ed in it; and that she has not sold, assigned, transferred, conveyed or otherwise disposed of any of the claims, demands, obligations or causes of action referred to in this Agreement. 1 8.0 I Governing Law This Settlement Agreement shall be construed and interpreted in accordance with the. laws of the State of Washington. - 9.0 Additional Documents All Parties agree to cooperate and execute any and all supplementary documents and to take all additional actions which may be necessary or appropriate to give full force and effect to the basic terms and intent of this Agreement. 10.0 Taxability of Settlement The City of Seattle takes no position as to any taxes which may be due and has advised Ms. Carter that she may be responsible formaking estimated tax payments on this settlement. The City of Seattle has advised Ms Carter that it will treat the settlement as wages, with appropriate withholdings The City will report the settlement amounts to the Internal Revenue Service on Ms. Carter 3 Form 2 for the applicable calendar years. Ms. Carter agrees that she is solely responsible for any tax payments that may be owed as the result of this Agreement Agreement and Release '4 Cecelia M. Carter, City of Seattle, and SCERS 11.0 Entire Agreement and Successors In Interest - 7 This Agreement Contains the entire agreement between Ms. Carter and the City with regard to the matters set forth 1n it and shall be binding upon and inure to the benefit of the executors, administratom, personal representatives heirs, and successors and assigns of each. 12.0 Consideration, Revocation and Effective Date Ms. Carter acknowledges that she has carefully read and fully understands all the . provisions of this Agreement and that she is entering into the Agreement freely and voluntarily. Ms Carter acknowledges that she has a period of 21 days within which to consider the Agreement, but may Sign it in less than 21 days at her option and that the City has not offered any additional inducement for taking less than the full 21 days By signing this Agreement, Ms. Carter acknowledges that the City has advised Ms. Carter to consult with an attorney of her choosing for review and explanation of the terms of this Agreement and Ms. Carter has either . consulted an attorney or has voluntarily elected not to do so._ Ms. Carter has seven days following the signing of this Agreement in which to revoke it (?Revocation Period?). Any revocation shall be transmitted to the City through its counsel prior to the expiration of the Revocation Period. The Agreement shall not become effective or enforceable and no payments under this Settlement Agreement shall bedue until the Revocation?Period has expired. 13.0 Con?dentiality 13.1 The Parties agree that neither they nor their attorneys shall reveal to anyone, other than as may be lawfully required, any of the terms of this settlement. Ms. Carter may confer with her attorney; taX'advisers, counselors, physicians, and immediate family. 13.2 If Ms. Carter wishes the City or SCERS, to provide information regarding her employmentor resignation to any individual or organization, she will refer all inquiries to Personnel Director David Stewart. In response to any such inquiries, Mr. Stewart shall. indicate the standard practice is to provide the dates of employment, title and Salary; and if asked will further state that Ms. Carter voluntarily resigned as Executive Director, effective June 30, 2013. Mr. Stewart, or any current member of this Board of Administration will not provide any additional information unless Ms. Carter speci?cally requests that he or they do so. Notwithstanding the above, this does not preclude Ms. Carter from designating a speci?c Board member as a reference. 14.0 Severability If any of the provisions of this Settlement Agreement are held to?be invalid or unenforceable, the remaining provisions shall nevertheless continue to be valid and enforceable. Notwithstanding the foregoing, if the release contained in paragraphs 3.1 through 3 .4, above, is declared unenforceable or invalid, the City shall have the option of rescinding this Agreement. If such a rescission occurs, Ms. Carter shall re?pay to the City all sums paid to him/her pursuant?to this Agreement Agreementand Release 5 Cecelia M. Carter, City of Seattle, and SCERS THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN EMPLOYMENT CLAIMS. MS. CARTER ACKNOWLEDGES THAT SHE HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL ASPECTS OF THIS - AGREEMENT, AND THAT SHE HAS NOT RELIED UPON ANY REPRESENTATIONS OR STATEMENT NOT SET FORTH HEREIN OR MADE BY THE CITY OF SEATTLE OR ITS REPRESENTATIVES. DATED this (1.. >31 .l 0% Cecelia M. Carter Date Signed: gWZe KEN Agreement andiRelease Cecelia M. Carter, City of Seattle, and SCERS day of June, 2013. By By: By: Date Signed: Tim Burgesg Chair, SCERS Boardrof Directors Date Signed: V3 Lou Walter Retirement System Board Member Date Signed: a? earl Becker Retirement System Board Member Date Signed: {25? ?i I E, Robert Harvey, Jr. Retirement System Board Member {e Zia, 3.1.1: 3 :3 M2 (~33 Glen Lee Retirement System Board Member Date Signed; 2.0 3 Agreement and Release Cecelia M. Carter, City of Seattle, and SCERS 3/th BMW Sherry Craviriford Retirement System Board Member Date Signed: ?2 7 ??53113 By: Zf1 f/r?f (L U?/i/f DaVid L. Stewart Retirement System Board Member Date Signed: It} 1? 7