SEPARATION AND REPAYMENT AGREEMENT AND
GENERAL RELEASE

1. PARTIES

The parties to this Separation Agreement and General Release (the
are Rickey S. Manbahal and the City of Hawthorne.
its employees. officers. agent. directors. and elected officials (the 
(collectively. the 

2. RECITALS

2.1 MANBAHAL has been employed by the CITY since June 16. 2014. and
currently holds the position of Director of Finance 

2.2 Both MANBAHAL and the CITY desire to resolve Issues of any kind
between them. including. but not limited to. all Issues of every kind or nature arising
out of or related to EMPLOYMENT and all other disputes of every kind
or nature arising out of or related to EMPLOYMENT with the CITY.
and MANBAHAL hereby desires to settle. release, discharge. and terminate each.
every, any. and all claims. demands, controversies. causes of action. damages.
and liabilities whatsoever of the CITY. if any. against MANBAHAL. Neither
MANBAHAL nor the CITY admits any wrongdoing. and this AGREEMENT is in no
way an admission of liability by any party or that any allegations made by any party
against another party have merit.

3. COVENANTS

3.1 In exchange for the promises and releases set forth herein.
MANBAHAL will, at the same time this AGREEMENT is signed by him, submit a
letter of resignation from his EMPLOYMENT with the CITY for personal reasons.
The CITY will accept his resignation effective May 25, 2018 in
lieu of termination. and that letter of resignation will constitute the of?cial reason for
the separation of EMPLOYMENT with the CITY.

3.2 In further exchange for the promises and releases set forth herein.
speci?cally with regards to any civil claims the CITY may have against MANBAHAL.
MANBAHAL agrees that he will execute and comply with the terms and conditions of the
promissory note attached hereto and incorporated herein as Exhibit A 
Upon satisfaction of the terms and conditions of the PROMISSORY NOTE as
provided therein. the CITY will release. acquit. and forever discharge MANBAHAL and
his heirs. representatives, successors. and assigns. from any and all civil claims.
charges, complaints, liabilities. obligations. promises. bene?ts, agreements.
controversies, costs. losses, debts. expenses, damages. actions, causes of action. suits.
rights. and demands of any nature whatsoever. which relate to or arise out of any act,

a.

- 

omission, occurrence, condition, event, transaction, or thing relating to the
PROMISSORY NOTE. The PARTIES agree that this release is contingent upon
MANBAHAL's promise to execute and comply with the terms and conditions of the
PROMISSORY NOTE. The CITY reserves the right to pursue claims against
MANBAHAL which relate to or arise out of the PROMISSORY NOTE in the event that
MANBAHAL fails to execute or comply with the terms and conditions of the
PROMISSORY NOTE.

3.3 MANBAHAL further understands, agrees, and covenants that his
RESIGNATION shall be accepted by the CITY and be binding and irrevocable as of the
EFFECTIVE DATE, as such EFFECTIVE DATE is de?ned in Paragraph 49 of this
AGREEMENT, that the CITY is acting in reliance upon the RESIGNATION, and that the
CITY shall be under no obligation or duty to consider, accept, or in any way allow any
attempt by MANBAHAL to rescind the RESIGNATION. MANBAHAL further
understands, agrees, promises and covenants that the releases given in Paragraphs
3.2, 3.4, and 4 of this AGREEMENT are supported by separate consideration from that
supporting the RESIGNATION, and any attempt to rescind the RESIGNATION, whether
such attempt is successful or unsuccessful, shall have no effect on the releases given by
this AGREEMENT, which shall remain effective and binding against MANBAHAL In
conformity herewith.

3.4 In addition, MANBAHAL hereby, and for his heirs, representatives,
successors, and assigns, releases, acqults, and forever discharges the CITY, its past
and present employees, agents, of?cers, representatives, insurers, attorneys,
predecessors, successors, and assigns. and all persons acting by, through, under, or in
concert with any of them, and each of them, from any and all claims, charges,
complaints, liabilities, obligations, promises, bene?ts, agreements, controversies, costs,
losses, debts, expenses, damages, actions, causes of action, suits, rights, and demands
of any nature whatsoever, known or unknown, suspected or unsuspected
which MANBAHAL now has or may acquire in the future,
which relate to or arise out of any act, omission, occurrence, condition, event,
transaction, or thing which was done. omitted to be done, occurred, or was in effect at
any time from the beginning of time up to and including the date MANBAHAL executes
this AGREEMENT, including but not limited to MANBAHAL's CLAIMS arising under
federal, state, or local constitutions, statutes, rules, regulations, or common law.
MANBAHAL expressly acknowledges that CLAIMS that are forever
barred by this AGREEMENT speci?cally include, but are not limited to, claims set forth in
or related to his EMPLOYMENT and the RESIGNATION, and all other disputes of every
kind or nature arising out of or related to EMPLOYMENT with the CITY.
and MANBAHAL hereby desires to settle, release, discharge, and terminate each.
every, any, and all claims, demands, controversies, causes of action, damages, rights,
and liabilities whatsoever of the CITY, if any. to MANBAHAL, including but not limited to
attorney's fees, medical expenses, physical sickness and physical injuries, and claims
based upon any alleged breach of employment contract, any demand for wages,
overtime, retirement or other bene?ts, including, but not limited to claims arising under
the Califomia Public Employee Retirement Law, any alleged breach of any duty arising

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out of contract or tort, any alleged wrongful termination in violation of public policy, any
alleged breach of any express or implied contract for continued employment, any alleged
employment discrimination, harassment, retaliation. failure to accommodate, or unlawful
discriminatory act, any alleged failure to pay equal wages based upon age, race. color,
sex, gender, pregnancy, sexual orientation. handicap or disability, national origin. or any
other protected category or characteristic, or any claim or cause of action Including, but
not limited to. any and all claims whether arising under any federal, state or local law
prohibiting breach of employment contract. wrongful terrninatlon, or employment
discrimination based upon age. race. color. sex. gender. pregnancy, religion, sexual
orientation, handicap or disability, national origin, or any other protected category or
characteristic. and any and all rights or claims arising under the Callfomia Labor Code,
the Federal Fair Labor Standards Act, the California Fair Employment and Housing Act,
the Americans With Disabilities Act. Title VII of the Civil Rights Act of 1964, the Meyers-
MIIias?Brown Act, the Healthy Workplaces, Healthy Families Act of 2014, and any other
federal. state. or local civil ?ghts, employment discrimination, employee rights, privacy,
or wiretapping/eavesdropping statute, rule, policy, or regulation.

3.5 MANBAHAL further understands and agrees that he has received all
unpaid wages, due to him as of the EFFECTIVE DATE in the ordinary course of his
employment. In addition, in accordance with Section 6.4 of the applicable
Memorandum of Understanding between the City of Hawthorne and the Hawthorne
Executive Group and applicable CITY policies, the CITY shall pay out MANBAHAL
the value of MANBAHAL's unused and accrued vacation leave balances at his
regular rate of pay as of the EFFECTIVE DATE.

4. SPECIFIC ACKNOWLEDGEMENT OF OF CLAIMS UNDER THE
ADEA AND OWPA

The Age Discrimination In Employment Act of 1967 makes it illegal
for an employer to discharge any individual or otherwise discriminate with respect to
the nature and privileges of an individual's employment on the basis that the
individual is age forty or older. The Older Workers Benefit Protection Act 
29 U.S.C. 626, et. seq., Pub 101-433, 104 Stat. 978 (1990)) further augments
the ADEA and prohibits the waiver of any right or claim under the ADEA unless the
waiver Is knowing and voluntary. By entering into this AGREEMENT, MANBAHAL
acknowledges that he is knowingly and voluntarily. forjust consideration in addition to
anything of value to which MANBAHAL was already entitled, waiving and releasing
any rights he may have under the ADEA andfor OWBPA. MANBAHAL further
acknowledges that he has been advised and understands, pursuant to the provisions
of the ADEA and OWBPA, that:

this walverlrelease Is written In a manner understood by 

MANBAHAL is aware of and has been advised of his rights under the
ADEA and OWBPA, and of the legal signi?cance of his waiver of any possible claims
he currently may have under the ADEA, OWBPA, or similar age discrimination laws;

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 MANBAHAL is entitled to a reasonable time of at least twenty-one (21)
days within which to review and consider this AGREEMENT, and the waiver and
release of any rights he may have under the ADEA, the OWBPA, or similar age
discrimination laws, but he may, In the exercise of his own discretion. sign or reject
this AGREEMENT at any time before the expiration of the twenty-one (21) days;

the waivers and releases set forth in this AGREEMENT shall not apply
to any rights or claims that may arise under the ADEA andfor OWBPA after the
EFFECTIVE DATE of this 

MANBAHAL has been advised by this writing that he should consult
with an attomey prior to executing this 

MANBAHAL is aware of his right to discuss this waiver and release with
legal counsel of choice and he does not need any additional time within which to
review and consider this AGREEMENT or engage in further discussions with said
legal counsel;

MANBAHAL has seven days following the parties' full and complete
execution of this AGREEMENT to revoke the AGREEMENT (the date of expiration of
this seven-day period shall be referred to as the The
revocation must be in writing and received by the CITY to the address set forth in
Section 8.12, within the revocation period; and

this AGREEMENT shall not be effective until the EFFECTIVE DATE.
5. UNKNOWN CLAIMS

MANBAHAL represents that it is his intention in executing this document that
this AGREEMENT shall be effective as a bar to each and every claim, demand, suit,
action. cause of action. debt. attomeys' fees and costs, and the claims hereinabove
speci?ed, whether known or unknown, suspected or unsuspected; and in furtherance
of this intention MANBAHAL HEREBY EXPRESSLY WAIVES ALL RIGHTS AND
BENEFITS CONFERRED UPON HIM BY THE PROVISIONS OF SECTION 1542 OF
THE CIVIL CODE OF CALIFORNIA, WHICH MANBAHAL UNDERSTANDS
PROVIDES AS FOLLOWS:

A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT KNOW
OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.

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Notwithstanding Section 1542 of the Civil Code of Caiifomia, MANBAHAL expressly
consents that this AGREEMENT shall be given full force and effect according to each
and all of its express terms and provisions, including as well those relating to
unknown and unspecified claims, demands, suits, actions, causes of action and
debts, if any, and those relating to any other claims, demands, suits, actions, causes
of action and debts hereinabove speci?ed. This release and waiver includes, among
others, claims based on age discrimination arising under the federal Age
Discrimination in Employment Act and applicable state law, and attorneys? fees and
costs.

6. WAIVER OF 

MANBAHAL hereby waives any provisions of state or federal law that might
require a more detailed speci?cation of the claims being released pursuant to the
provisions of Paragraphs 3, 4, and 5, above.

7. REPRESENTATIONS AND WARRANTIES

 

Each of the parties to this AGREEMENT represents and warrants to, and agrees
with, each other party as follows:

7.1 Advice of Counsel: Each party is aware of his or its right to receive or
has received independent legal advice from its attomeyis) with respect to the
advisability of making the agreements provided for herein, with respect to the
advisability of executing this AGREEMENT, and with respect to the meaning of
California Civil Code 1542.

7.2 No Fraud in Inducement: No party (nor any of?cer, agent, employee,
representative, or attorney of or for any party) has made any statement or
representation or failed to make any statement or representation to any other party
regarding any fact relied upon In entering into this AGREEMENT, and neither party
relies upon any statement, representation, omission, or promise of any other party (or
of any of?cer, agent, employee, representative. or attorney of or for any party) In
executing this AGREEMENT, or in making the settlement provided for herein, except
as expressly stated in this AGREEMENT. Each term of this AGREEMENT is
contractual and not merely a recital.

7.3 Independent Investigation: Each party to this AGREEMENT has made
such investigation of the facts pertaining to this settlement and this AGREEMENT
and all the matters pertaining thereto, as it deems necessary.

7.4 Comprehension and Authority: Each party or responsible of?cer thereof
has read this AGREEMENT and understands the contents hereof. Any of the
employees executing this AGREEMENT on behalf of the CITY are empowered to do
so and hereby bind the CITY.

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7.5 Mistake Waived: In entering into this AGREEMENT and the settlement
provided for herein, each party assumes the risk of any misrepresentation,
concealment, or mistake. If any party should subsequently discover that any fact
relied upon by It in entering into this AGREEMENT was untrue, or that any fact was
concealed from it, or that its understanding of the facts or of the law was Incorrect,
such party shall not be entitled to any relief In connection therewith, including without
limitation on the generality of the foregoing any alleged right or claim to set aside or
rescind this AGREEMENT. This AGREEMENT Is Intended to be and is ?nal and
binding between the parties, regardless of any claims of misrepresentation, promise
made without the intent to perform. concealment of fact, mistake of fact or law, or any
other circumstance whatsoever.

7.6 Later Discovem: Each party is aware that it may hereafter discover
claims or facts in addition to or different from those it now knows or believes to be
true with respect to the matters related herein. Nevertheless, it is the Intention of the
parties to fully, ?nally, and forever settle and release all such matters, and all claims
relative thereto, which do now exist, may exist, or have previously existed between
MANBAHAL and the CITY. In furtherance of such intention, the releases given by
MANBAHAL here shall be and remain In effect as full and complete releases of all
such matters, notwithstanding the discovery or existence of any additional or different
claims or facts relative thereto.

Ownership of Claims: MANBAHAL represents and warrants as a
material term of this AGREEMENT that he has not heretofore assigned, transferred,
released, or granted, or purported to assign, transfer, release, or grant. any of the
CLAIMS disposed of by this AGREEMENT. In executing this AGREEMENT,
MANBAHAL further warrants and represents that none of the CLAIMS released by
them hereunder will in the future be assigned, conveyed. or transferred in any fashion
to any other person and/or entity.

7.8 Future Cooperation: The parties will execute all such further and
additional documents as shall be reasonable. convenient, necessary, or desirable to
carry out the provisions of this AGREEMENT.

8. GENERAL PROVISIONS

 

8.1 No Admission: Nothing contained herein shall be construed as an
admission by the parties of any liability of any kind. Each of the parties hereto denies
any liability in connection with any claim and intends hereby solely to avoid litigation
and buy its peace.

8.2 Goveming Law: This AGREEMENT has been executed and delivered
within the State of California, and the rights and obligations of the parties shall be
construed and enforced in accordance with, and governed by, the laws of the State
of California.

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8.3 Full Integration: This AGREEMENT, including Exhibit A, is the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior and contemporaneous oral and written agreements and
discussions. This AGREEMENT may be amended only by a further agreement In
writing, signed by the parties.

8.4 Continuing Bene?t: This AGREEMENT ls binding upon and shall inure
to the bene?t of the parties, their respective agents, employees, representatives,
of?cers, attorneys, insurers, assigns, heirs, and successors in interest.

8.5 Attorneys? Fees: In the event of litigation asserting a breach of this
AGREEMENT, the prevailing party or parties shall be entitled to costs, including
reasonable attomeys' fees.

8.6 Joint Drafting: Each party has cooperated in the drafting and
preparation of this AGREEMENT and no party shall be deemed to have been the
drafter of this AGREEMENT. Hence, this AGREEMENT shall be construed within its
fair meaning, and not against any party.

8.7 Valid Consideration: Each party acknowledges and agrees that this
AGREEMENT is supported by substantial and valid consideration, and that the
waivers and releases set forth herein constitute good and valuable consideration,
the suf?ciency of which is expressly acknowledged. The PARTIES agree and
acknlowledge that they have read and understand this agreement, are entering Into it
voluntarily, and intend to be bound by and comply with its terms.

8.8 Severablligg: In the event that any term, covenant, condition, provision,
or agreement contained in this AGREEMENT ls held to be invalid or void by any
court of competent jurisdiction, the invalidity of any such term, covenant, condition,
provision, or agreement shall in no way affect any other term, covenant, condition,
provision, or agreement and the remainder of this AGREEMENT shall still be in full
force and effect.

8.9 Titles: The titles Included in this AGREEMENT are for reference only
and are not part of the terms of this AGREEMENT, nor do they in any way modify the
terms of this AGREEMENT.

8.10 Counterparts: This AGREEMENT may be executed in counterparts.
and when each party has signed and delivered at least one such counterpart, each
counterpart shall be deemed an original, and, when taken together with other signed
counterparts, shall constitute one AGREEMENT, which shall be binding upon and
effective as to all parties as of the EFFECTIVE DATE.

8.11 Notice: Any and all notices given to any party under this AGREEMENT

shall be given as provided in this paragraph. All notices given to either party shall be
made by certified or registered United States mail, or personal delivery, at the

Page 70f10

noticing party's discretion, and addressed to the parties as set forth below. Notices
shall be deemed, for all purposes, to have been given on the date of personal service
or three consecutive calendar days following deposit of the same in the United States
mail.

As to MANBAHAL:

s. MANBAHAL
2434 West 230lh Place
Torrance. CA 90501

As to the CITY:

ARNOLD SHADBEHR
City Manager

4455 w. 126th Street
Hawthorne. CA 90250

WHEREFORE. the parties hereto have consulted with their respective
attorneys, read all of the foregoing, understand the same, and agree to all of
the provisions contained herein.

DATED: RICKEY .MANB AL
I By: 

RICKEY 

 

DATED: 5/5157 1 5 CITY OF HAWTHO 

ARNOLD SHADBEHR L/a

By:

 

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EXHIBIT A

Promissom Note
$25,000.00 DATE: May 22, 2018

The undersigned. Rickey S. Manbahal promises to pay to the City of
Hawthome or to such other party or parties as Holder may designate, the
amount of $25,000.00. which is the amount that he ls required to repay to the Holder
based on Maker's receipt and retention of a loan that he received from the Holder on
November 3, 2014, in the amount of $25,000 ("Repayment Amount") in accordance
with the following provisions of this Promissory Note 

1. Payments. Maker agrees to make payments towards the balance of the
Repayment Amount to Holder as follows:

A. Periodic Payment Amounts. Maker will make three payments
In the amount of $8,333.00 to satisfy the outstanding Repayment Amount. The ?rst
payment shall be made no later than June 26, 2018; the second payment shall be
made no later than July 26, 2018; and the final payment shall be made no later than
August 26, 2018.

B. Method of Payment. Maker will provide payment by personal check to
Holder.

C. Payment Deadline. Maker will provide complete payment in full no later
than August 26. 201B.

2. Premyment. Maker may prepay without penalty all or part of the outstanding
balance of the Repayment Amount.

3. Default; Accelerated Pament. Upon Maker?s failure to make any payment
when due or to comply with any term requlred by the provisions of this Note, the entire
unpaid balance of this Note will become due and payable at the option of Holder.

4. Waiver; Attorney Fees. Maker hereby waives presentment. and demand of
this Note, and agrees to pay all costs of collection when incurred, including, without
limitatlon, reasonable attomeys' fees, court costs and other costs reasonably incurred
by Holder of Note under such circumstances. whether or not suit is commenced for
such purpose.

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5. Severabiligg. If any term. provision, covenant or of Agreement is
held in a ?nal disposition by a court of competent jurisdiction to be Invalid, vold or
unenforceable, the remaining provisions will continue in full force and effect.

6. Modi?cations. This Note may not be amended except by an instrument in
writing and signed by the partles.

7. Govgming Law. This Note will be construed to and governed by the
laws of the State of California.

The undersigned has executed this Note as of the date and year above written.

RICKEY s. MANBAHAL 

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