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JOHN D. MULLEN
Partner
(813) 472-7867

January 13, 2020

John.Mullen@phelps.corn

Via Email to: saranatAcoi.net
Sean Granat, Esq.
Deputy General Counsel
City of Jacksonville, Office of General Counsel
1 17 West Duval Street, Suite 480
Jacksonville, FL 32202
Re:

Aaron Zahn

Dear Mr. Granat:
In its December 17, 2019 board meeting, the Board of Directors of JEA ("Board")
extensively discussed moving in a new direction with JEA leadership and strategy. My client, Mr.
Aaron Zahn, respects the decision made by the Board.
When it came to addressing Mr. Zahn's separation from JEA, there was significant
discussion about the prospect of a 'for Cause' termination as defined in Mr. Zahn's Employment
Agreement, and explicit acknowledgement that no one knew of any possible grounds for a 'for
Cause' termination. There followed an extended discussion in which the Board explained that it
did not want to pay the compensation required under Mr. Zahn's Employment Agreement, even
though the Board and the Office of General Counsel ("OGC") approved the Employment
Agreement only last July 23, 2019. The Board concluded by offering Mr. Zahn far less than onethird of the 'without Cause' compensation, and at the same time instructed OGC to investigate
whether grounds existed to terminate 'for Cause'. Five of six Board members voted to authorize
OGC to negotiate contractual terms of a 'without Cause' separation by December 30, 2019 and
instructed the Chair to execute the agreement should the offer be accepted (the "December 17
Offer"). On December 30, 2019, Mr. Zahn formally accepted the December 17 Offer. (See
attached email stating Mr. Zahn's acceptance at 6:53 pm on December 30, 2019, and Mr. Zahn's
executed Form of Separation and Transition Agreement and executed Mutual Waiver and
Release).
Mr. Zahn did not make the decision lightly to forego most ofthe contractual benefits in the
Employment Agreement. However, Mr. Zahn has always conducted himself in a way that
demonstrates he wants the best for JEA and the community. It was, and still is, Mr. Zahn's firm
belief that a timely and amicable separation is in the best interests of JEA, the community, Mr.
Zahn's family and himself It has now been 14 days since Mr. Zahn accepted the Board's formal
December 17 Offer. It has been 27 days since the December 17 Board meeting in which the Board

COUNSELORS AT LAW
100 South Ashley Drive, Suite 2000 I Tampa, Florida 33602-5311 I 813-472-7550 I 813-472-7570 Fax I phelpsdunbar.com
PD.27796276.1

 January 13, 2020
Page 2
materially diminished Mr. Zahn's role, responsibilities, and title as well as unilaterally decided to
change the terms of his Employment Agreement. No basis was found for a 'for Cause' termination
by the Board's deadline of December 30, 2019, and we were informed no 'Cause' was found
before the January 7, 2020 special Board meeting was cancelled, but the investigation to drum up
some claim 'for Cause' continues with no end in sight. Neither I nor Mr.Zahn have been informed
of any reason why the Board has decided not to stand by its December 17 Offer. In the meantime,
Mr. Zahn's personal and professional reputation are being publicly harmed by unfounded and
categorically false accusations in the media.
The policy decisions made by JEA over the last two years have clearly become extremely
politically unpopular. Despite this unfortunate turn of events, it is of critical importance that the
Board assure the public, rating agencies, JEA's bondholders, and JEA's stakeholders that JEA,its
Board members,and Mr.Zahn always unequivocally sought to adhere to all local, state, and federal
laws and ethics codes. It is wrong and dangerous to try to equate unpopular policy and chronically
negative media coverage with unethical or illegal actions.
As a leader and prior CEO of JEA, Mr. Zahn is willing to accept his fair share of
responsibility for JEA's strategic direction in the last two years. However, to lay blame solely at
his feet on any one issue is both irrational and unfair for at least two simple reasons. Fact #1: From
the very beginning of Mr. Zahn's tenure as CEO of JEA, public records show he collaboratively
worked on every initiative with the Board, collectively and individually. Fact #2: Throughout Mr.
Zahn's entire tenure, public records show he sought and incorporated the counsel and input of: 1)
the OGC; 2) special legal counsel (e.g., Holland & Knight, Pillsbury Winthrop, Foley Lardner,
etc.); 3) industry leading consultants (e.g., McKinsey & Co., Willis Towers Watson, etc.); 4)
financial advisors (e.g., Morgan Stanley, JP Morgan, etc.); 5) teams of JEA employees; and, 6)
community leaders and organizations (collectively, the "JEA Community"). JEA's public records
clearly demonstrate both undeniable facts. Board materials, including those available on jea.com,
provide a concise summary of the transparency and inclusiveness for any person to witness.
My client did reach agreed upon terms for termination 'without Cause' by December 30,
2019 when he indicated his acceptance and even executed agreements that we believed met the
terms of the December 17 Offer. Even if no binding written contract has been executed to date,
my client's acceptance of the December 17 Offer by December 30, 2019 is unquestionable. As
discussed on our January 5, 2020 conference call, in the interest of the community, Mr. Zahn
reiterated that he remained open to accepting the terms of the December 17 Offer. Our
understanding is the authority to complete this action was duly authorized by the December 17,
2019 motion at the Board meeting, and the Board Chair has the authority to proceed to execute
definitive agreements. Furthermore, Mr.Zahn is willing to hereby recommit to enter into a binding
agreement for termination 'without Cause' on the terms set forth in the December 17 Offer. Mr.
Zahn's commitment is contingent upon JEA signing and returning an executed Separation and
Transition Agreement and Mutual Waiver and Release Agreement consistent the Employment
Agreement and the terms ofthe December 17 Offer before 5:00 pm this Friday, January 17, 2020.
In the event the Board does not enter into definitive documents implementing the
December 17 Offer by 5:00 pm on January 17, Mr. Zahn's offer to do so will terminate and be of
no further force and effect.

PD.27796276.I

 January 13, 2020
Page 3
Additionally, this letter constitutes Mr. Zahn's written notice of termination for "Good
Reason" as ofthis date, January 13, 2020,in accordance with the terms and conditions of Section
3.1.2 and 3.1.5 of the Employment Agreement. Specifically in accordance with Section 3.1.2 of
the Employment Agreement, the grounds constituting "Good Reason" include but are not limited
to:
1)
2)
3)
4)
5)

A material diminution in Employee's role without consent;
A material diminution in Employee's responsibilities without consent;
A material diminution in Employee's title without consent;
A material breach ofthe Employment Agreement; and
Violation of Section 4.8 ofthe Employment Agreement.

We understand that JEA has thirty (30) days to respond to this notice of termination for "Good
Reason" before the notice may become effective, pursuant to Section 3.1.2 of the Employment
Agreement.
We are a law firm in Tampa and have been watching the clear handwringing and
scapegoating from many in the JEA Community. This is not healthy for JEA, JEA's employees,
Mr. Zahn, or the broader community It is clear the only motivating force that exists is a series of
policy decisions that have become deeply unpopular. The facts, televised meetings, and
voluminous documents demonstrate Mr. Zahn did not act alone or without proper public notice
and authorization.
At this time, Mr. Zahn, his wife, and his children are being harmed by the prolonged
separation process with undue public humiliation and defamation. In the end, an amicable and
swift separation will allow JEA to move forward on its new direction and for Mr. Zahn's family
to begin to heal. Thank you for your consideration. Please feel free to contact me should you like
to discuss an amicable path forward and resolution.
Sincerely,
PHELPS DUNBAR LLP

John D. Mullen
JDM:bms
Exhibit(December 30,2019 email)
cc:

JEA,21 West Church Street, Jacksonville, FL 32202(via UPS Next Day Air)
(Notice pursuant to section 4.14 of Employment Agreement)

PD.27796276.1

 John Mullen (7867)
From:
Sent:
To:
Cc:
Subject:
Attachments:

John Mullen (7867)
Monday, December 30, 2019 6:53 PM
'Granat, Sean'; lhodges@coj.net
'Jake Peek'; Dennis McClelland (7865)
JEA / Zahn -- Acceptance of offer authorized by Board resolution
JEA - Separation and Transition Agreement - Zahn 12.30.19 redline final (004).DOCX;
2019-12-30 JEA and CEO Separation Agreement - Signed.pdf

Sean,
Attached please find a redlined Separation and Transition Agreement and a "clean" version signed by Aaron Zahn.
At the December 17, 2019,JEA Board meeting, the Board discussed the parameters for terminating Mr. Zahn's
employment as MD/CEO without cause. The discussion of the terms of the resolution begins at 2:23:00 of the video
recording of the Board meeting. As part of the discussion, in an effort to reduce the payment provisions of the
previously negotiated terms of the Employment Agreement, the Board passed a resolution instructing the Office of
General Counsel to offer Aaron Zahn an amendment to the Employment Agreement. Such offer was to be outstanding
through December 30, 2019.
The resolution provided the following parameters:
1. Authorizing the OGC to negotiate final terms of separation by December 30, 2019;
2. Authorizing the following parameters for negotiation and execution:
a. Termination 'without cause' effective immediately upon amendment and execution of the Separation
and Transition Agreement;
b. Reduce the term of the Consulting Period from 12-months to 1-month for Mr. Zahn;
c. Ask for Mr. Zahn's waiver of the 30-day notice period for termination required by the Employment
Agreement;
d. Ask for Mr. Zahn's waiver of the Retention Agreement;
3. Authorizing and requiring the Chair to execute any and all agreements necessary to effectuate the revised terms
of separation;
a. At 2:30:40 of the December 17, 2019 Board meeting it was clarified that it was the Board's desire, if the
offer was accepted by Mr. Zahn, to proceed with termination without cause to be executed by the Chair.
The attached redline and Separation and Transition Agreement signed by Mr. Zahn reflect that he has accepted in full
the terms of the offer resolved by the Board at the December 17, 2019 meeting.
Please confirm your receipt of this email, and forward this email and its attachments to all Board members. We look
forward to receiving a counter-signed copy of the amended Separation and Transition Agreement today or
tomorrow. Thank you,
John

John D. Mullen
Phelps Dunbar LLP
100 South Ashley Drive
Suite 2000
Tampa, FL 33602
Direct: 813-472-7867

 Fax: 813-472-7570
Email: john.mullen@phelps.com

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2

 FORM OF SEPARATION AND TRANSITION AGREEMENT
THIS SEPARATION AND TRANSITION AGREEMENT (this "Agreement")is made
and entered into on December 30, 2019 by and between JEA, a body politic and corporate under
the laws ofthe State of Florida and an independent agency ofthe Consolidated City ofJacksonville
(hereinafter referred to as "JEA"), and Aaron F. Zahn, an individual currently residing in Florida,
hereinafter referred to as Service Provider. Capitalized terms used herein but not defined shall
have the meanings in the Employment Agreement for Managing Director and Chief Executive
Officer, dated as of July 23, 2019 (the "Employment Agreement"), between JEA and Service
Provider.
WHEREAS, Service Provider is employed by JEA as its Managing Director/Chief
Executive Officer pursuant to the Employment Agreement;
WHEREAS,Service Provider's employment with JEA shall be terminated without cause;
and
WHEREAS,in connection with Service Provider's separation from service with JEA,JEA
and Service Provider desire to commence the transition ofthe Managing Director/Chief Executive
Officer position and Service Provider agrees to make himself or herself available to provide
services to JEA on the terms and conditions set forth herein.
Now therefore JEA and Service Provider agree as follows:
SECTION 1— SEPARATION:
1.1

Removal from Positions. The Service Provider's last day of employment with JEA is
December 1730, 2019 (such date, the "Separation Date"). In that regard, as of the
Separation Date,(a) Service Provider's position as Managing Director/Chief Executive
Officer of JEA and (b) all other officer positions, directorships and other positions that
Service Provider holds with JEA shall terminate.

1.2

Release Agreement. Service Provider's receipt of any payments and benefits pursuant to
this Agreement(other than the payments and benefits pursuant to Sections 3.1.5(a) and (I)
of the Employment Agreement (the "Accrued Obligations")) is subject to Service
Provider's signing and not revoking the Release Agreement substantially in the form
attached hereto as Exhibit A (the "Release Agreement"); provided that the Release
)
. No
Agreement—is—effective—within—thift (30) days following the Separation Date."
payments or benefits under this Agreement (other than the Accrued Obligations) shall be
paid or provided to Service Provider until the Release Agreement becomes effective in
accordance with the deadline specified in-the--preceding sentence.. As a material part of
the consideration provided by JEA and Service Provider under this Agreement, both JEA
and Service Provider shall execute and deliver the Release Agreement on the same date as
this Agreement.
SECTION II — TRANSITION:

4816-1312-2461.v3
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 2.1

Consulting Period and Services. Commencing on the Separation Date and ending on the
twelve(12one(1)-month anniversary thereof(the "Consulting Period"), Service Provider
shall make himself or herself available to consult with JEA as reasonably requested by JEA
from time to time (the "Services").

2.2

Consulting Fee. In exchange for the Services, commencing on the Separation Date and
ending one(1) month after the Separation Date, JEA agrees to pay Service Provider a
monthly fee of S[AMOUNT]$52,000.00 (the "Monthly Fee") for a total fee of
${AMOUN-T],$52,000.001—Except as to the Monthly Fee, no other payment or benefits
shall be due or payable to Service Provider for the Services. JEA may terminate Service
Provider's service for Cause prior to the expiration of the Consulting Period and, in such
event, Service Provider shall forfeit his or her right to receive the Monthly Fee for the
remainder of the Consulting Period.

2.3

Status as an Independent Contractor. In all matters relating to the Services, nothing
under this Agreement shall be construed as creating any partnership, joint venture or
agency between JEA and Service Provider or to constitute Service Provider as an agent,
employee or representative of JEA. Service Provider shall act solely as an independent
contractor and, as such, is not authorized to bind any member of JEA to third parties.
Consequently, Service Provider shall not be entitled to participate during the Consulting
Period in any of the employee benefit plans, programs or arrangements of JEA in his
capacity as a consultant. Service Provider shall be responsible for and pay all taxes related
to the receipt of compensation in connection with the provision of the Services. Service
Provider shall not make any public statements concerning the Services that purport to be
on behalf of JEA, in each case without prior written consent from JEA. Notwithstanding
Service Provider's status as an independent contractor in providing the Services, to the
fullest extent permitted by applicable law and JEA's constituent documents applicable to
officers and directors of JEA, (a) Service Provider shall continue to be entitled to
indemnification for any loss, damage, or claim incurred by, imposed or asserted against
Service Provider in connection with the Services provided to JEA, and (b) JEA shall pay
the expenses incurred by Service Provider in defending any claim, demand, action, suit or
proceeding related thereto as such expenses are incurred by Service Provider and in
advance of the final disposition of such matter; provided that Service Provider shall be
entitled to the coverage under clauses(a)and (b)on the same terms and conditions as were
in effect prior to the Separation Date as reflected in Section 3.2.

2.4

Legal Counsel. The Service Provider shall be entitled to legal counsel, paid for by JEA,
as necessary if Service Provider is a defendant participant in a lawsuit against JEA for
actions that occurred during his period ofemployment and the Consulting Period with JEA,
excepting intentional torts.
SECTION III — SEVERANCE BENEFITS:

1---Note-to-Draft: To be-ea-1
n an annualized amount equal to the combined total of all items reflected
an-Sefvfee Provider's total compensation statement-nrovided to Service--Provider for the-most
month
period,

2
4816-1312-2461.v3
27713458.1

 3.1

Compliance with Employment Agreement. JEA shall comply with any and all of its
payment and benefit obligations of the Employment Agreement.

3.2

Indemnification. Pursuant to Section 768.28(9)(a), Florida Statutes, Service Provider is
not personally liable in any action for any injury or damage suffered as a result of any act,
event, or omission of action in the scope of her or his employment or function. JEA hereby
agrees to indemnify, defend and hold Service Provider harmless from any and all claims,
to the fullest extent permitted by Sections 111.07, 111.071 and 768.28(9)(a), Florida
Statutes, and other applicable law. Without limiting the scope of this Section 3.2, which
the parties agree shall be construed as broadly as permitted by applicable law, JEA's
agreement to indemnify,defend and hold Service Provider harmless includes claims arising
out of the exercise of(or failure to exercise) Service Provider's duties and responsibilities
to JEA, and to all other acts entitled to indemnification pursuant to Sections 111.07,
1 11.071 and 768.28(9)(a), Florida Statutes. If Service Provider's claim for indemnification
is one for which indemnification is provided by Sections 111.07, 111.071 and 768.28(9)(a),
Florida Statutes, or by other applicable law, then Service Provider shall be entitled to the
benefits and protections of this Section 3.2 notwithstanding (i) any provision in this
Agreement or the Employment Agreement to the contrary, (ii) termination of Service
Provider's employment, regardless of the reason for or circumstances surrounding said
termination, or (iii) the termination of this Agreement.

3.3

No Other Compensation or Benefits. Except as otherwise specifically provided herein
or as required by the terms of any employee benefit plan, program or arrangement of JEA,
the Consolidated Omnibus Reconciliation Act or other applicable law, Service Provider
shall not be entitled to any compensation or benefits or to participate in any past, present
or future employee benefit plans, programs or arrangements of JEA on or after the
Separation Date.

3.4

Waiver and Release of Retention Agreement and Notice Period. Except as otherwise
specifically provided herein,Service Provider hereby waives and releases all claims and/or
other benefits related to The Employer Protection and Retention Program Agreement
executed in August 17,2019 by and between JEA and Service Provider. Service Provider
also hereby waives and releases all claims and/or other benefits related to the thirty(30)
day advance notice of termination period required by Section 3.1 of the Employment
Agreement.
SECTION IV — COVENANTS AND AGREEMENTS:

4.1

Incorporation by Reference. The covenants and agreements set forth in Sections 4.7, 4.8
and Section 4.13 of the Employment Agreement (the "Restrictive Covenants") are
incorporated herein by reference as if such provisions were set forth herein in full.

4.2.

Return of Property. All files, records, documents, manuals, books, forms, reports,
memoranda, studies, data, calculations, recordings, or correspondence, whether visually
perceptible, machine-readable or otherwise, in whatever form they may exist, and all
3
4816-1312-2461.v3
27713458.1

 copies, abstracts and summaries of the foregoing, and all physical items related to the
business of JEA, whether of a public nature or not, and whether prepared by Service
Provider or not, are and shall remain the exclusive property of JEA, and shall not be
removed from its premises, except as required in the course of Service Provider's
employment by JEA,without the prior written consent ofJEA. No later than the Separation
Date, such items, including any copies or other reproductions thereof, shall be promptly
returned by Service Provider to JEA (or, if requested by JEA, destroyed by Service
Provider).
SECTION V — MISCELLANEOUS:
5.1

Governing Law; Binding Effect; Amendment. This Agreement shall be interpreted and
enforced in accordance with the laws ofthe State of Florida, and shall be binding on JEA's
successors and assigns. This Agreement shall not be assignable or transferable by Service
Provider or his or her beneficiaries or legal representatives. Notwithstanding the foregoing,
in the event of the death of Service Provider, payments that otherwise would have been
made to Service Provider shall instead be provided to Service Provider's estate. No
amendment or modification shall be effective unless in writing by the parties,including the
approval by the Board.

5.2

Authority. The person executing and delivering this Agreement on behalf of JEA is an
authorized officer, director or agent of JEA with full power and authority to bind JEA.
Upon execution and delivery of this Agreement by JEA, this Agreement shall constitute
the legal, valid and binding obligation of JEA.

5.3

Execution. This Agreement shall not become a binding and enforceable contract until
signed by Service Provider, the Chair of JEA's Board of Directors, JEA's Chief Financial
Officer and JEA's Chief Legal Officer. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to constitute an original, and which together,
when signed by Service Provider, the Chair, the Chief Financial Officer and the Chief
Legal Officer, shall constitute a single, legally binding contract.

5.4

Entire Agreement. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof. This Agreement supersedes all prior agreements
and understandings, both oral and written, between the parties with respect to the subject
matter ofthis Agreement(including, without limitation, the Employment Agreement(other
than to the extent set forth herein and the Restrictive Covenants, which shall remain in full
force and effect)).

5.5

Compliance with Sections 409A / 457. JEA intends that all payments provided under this
Agreement be exempt from, or comply with, the requirements of Sections 409A and 457
of the Code and any guidance promulgated under Sections 409A / 457 of the Code
(collectively, "Sections 409A / 457") so that none of the payments or benefits shall be
subject to the additional tax imposed under Sections 409A / 457, and any ambiguities in
this Agreement shall be interpreted in accordance with this intent. No payment or benefits
to be paid to Service Provider, if any, under this Agreement or otherwise, when considered
4
4816-1312-2461.v3
27713458.1

 together with any other severance payments or separation benefits that are considered
deferred compensation under Sections 409A / 457 shall be paid or otherwise provided until
Service Provider has a separation from service within the meaning of Sections 409A / 457.
Each severance payment, installment, and benefit payable under Section 3 of this
Agreement is intended to constitute a separate payment for purposes of U.S. Treasury
Regulation Section 1.409A-2(b)(2).
All expenses or other reimbursements under this Agreement that would constitute
nonqualified deferred compensation subject to Sections 409A / 457,(i) shall be paid on or
prior to the last day of the taxable year following the taxable year in which such expenses
were incurred by Service Provider, (ii) no such reimbursement or expenses eligible for
reimbursement in any taxable year shall in any way affect Service Provider's right to
reimbursement of any other expenses eligible for reimbursement in any other taxable year,
and (iii) Service Provider's right to reimbursement shall not be subject to liquidation in
exchange for any other benefit.
5.6

Notices. For purposes of this Agreement, notices, demands and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly
given when received if delivered in person, the next business day if delivered by overnight
commercial courier (e.g., Federal Express), or the third business day if mailed by United
States certified mail, return receipt requested, postage prepaid, to the following addresses:
If to JEA,to:
JEA
Attn: Off
ice of CFO
21 West Church Street
Jacksonville, FL 32202
If to Service Provider, to:
Aaron F. Zahn
at the address on file with JEA
Either party may change its address for notices in accordance with this Subsection 5.6 by
providing written notice of such change to the other party.

5.7

Survival. The provisions of this Agreement that are intended to survive this Agreement
and Service Provider's termination of employment shall survive in accordance with their
terms.

5.8

Severability. If any provision of this Agreement becomes or is deemed invalid, illegal or
unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of
its coverage, then such provision shall be deemed amended to the minimum extent
necessary to conform to applicable law so as to be valid and enforceable or, if such
provision cannot be so amended without materially altering the intention of the parties,
5
4816-1312-2461.v3
27713458.1

 then such provision shall be stricken and the remainder of this Agreement (as applicable)
shall continue in full force and effect.
5.9

Waiver. Any failure of Service Provider to comply with any of his or her obligations under
this Agreement may be waived only in writing signed by JEA. Any failure of JEA to
comply with any of its obligations under this Agreement may be waived only in writing
signed by Service Provider. No waiver of any breach, failure, right or remedy contained
in or granted by the provisions of this Agreement shall constitute a continuing waiver of a
subsequent or other breach, failure, right or remedy, unless the writing so specifies.

5 10

Arbitration. Except for suits seeking injunctive relief or specific performance or as
otherwise prohibited by applicable law, the parties hereby agree that any dispute,
controversy or claim arising out of, connected with and/or otherwise relating to this
Agreement and the arbitrability of any controversy or claim relating hereto shall be finally
settled by binding arbitration. The parties hereby knowingly and voluntarily waive any
rights that they may have to a jury trial for any such disputes, controversies or claim. The
parties agree to resolve any dispute arising out of this Agreement before the American
Arbitration Association (the"AAA")in accordance with the AAA's then existing National
Rules of Resolution ofEmployment Disputes. The arbitration shall be administered by the
AAA and the hearing shall be conducted in Duval County in the State of Florida before a
neutral arbitrator, who must have been admitted to the practice of law for at least the last
ten(10) years (the "Arbitrator"). Each party further agrees to pay its or his own arbitration
costs, attorneys' fees, and expenses, unless otherwise required by the AAA's then-existing
arbitration rules. The Arbitrator shall issue an opinion within thirty (30) days of the final
arbitration hearing and shall be authorized to award reasonable attorneys' fees to the
prevailing party, which decision of the Arbitrator shall be final, conclusive, unappealable
and binding on the parties. Subject to applicable law, the arbitration proceeding and any
and all related awards, relief or findings shall be confidential, except that any arbitration
award may be filed in a court of competent jurisdiction by either party for the purpose of
enforcing the award.

[Signature Page Follows]

6
4816-1312-2461.v3
27713458.1

 IN WITNESS WHEREOF, the parties hereto have duly executed this Separation and
Transition Agreement on the day and year above first written.

JEA

ATTEST:

April Green, Chair
Date:
WITNESSES:

Aaron F. Zahn, Service Provider
Date:

I hereby certify that the expenditure contemplated by the foregoing Agreement has been
duly authorized, and provision has been made for the payment of the moneys provided therein
to be paid in respect of Fiscal Year 2020/2021.

Ryan F. Wannemacher,Melissa Dykes,
Interim Chief FinancialExecutive Officer
Approved:

Lynne C. RhodeTChief Legal Officer & Office
of General Counsel

[Signature Page to Separation and Transition Agreement]
4816-1312-2461.v3
27713458.1

 EXHIBIT A
MUTUAL RELEASE AGREEMENT
THIS MUTUAL RELEASE AGREEMENT (this "Agreement") is made and entered
into on December 1730, 2019 by and between JEA,a body politic and corporate under the laws of
the State of Florida and an independent agency of the Consolidated City of Jacksonville
(hereinafter referred to as "JEA"), and Aaron F. Zahn, an individual currently residing in Florida,
hereinafter referred to as Service Provider. Capitalized terms used herein but not defined shall
have the meanings set forth in the Separation and Transition Agreement, dated as of December
1730, 2019(the "Separation Agreement"), by and between JEA and Service Provider.
WHEREAS, the Separation Agreement sets forth the terms and conditions of Service
Provider's separation from service with JEA effective as December 1730, 2019; and
WHEREAS, the Separation Agreement provides that, in consideration for certain
payments and benefits payable to Service Provider in connection with his or her separation from
service, Service Provider shall fully and finally release JEA from all claims relating to Service
Provider's employment relationship with JEA and the termination of such relationship.
Accordingly, the parties hereto agree as follows:
SECTION I — RELEASE:
1.1

General Release by Service Provider. In consideration of JEA's obligations under the
Separation Agreement and for other valuable consideration, Service Provider hereby
releases and forever discharges JEA and each of its respective officers, employees,
directors and agents from any and all claims, actions and causes of action (collectively,
"Claims"), including, without limitation, any Claims arising under (a)the Sarbanes-Oxley
Act of 2002, 18 U.S.C. § 1514; Sections 748(h)(i), 922(h)(i) and 1057 of the Dodd-Frank
Wall Street and Consumer Protection Act (the "Dodd Frank Act"), 7 U.S.C. § 26(h), 15
U.S.C. § 78u-6(h)(i) and 12 U.S.C. § 5567(a) but excluding from this release any right
Service Provider may have to receive a monetary award from the Securities and Exchange
Commission as an SEC Whistleblower, pursuant to the bounty provision under Section
922(a)-(g) of the Dodd Frank Act, 7 U.S.C. Sec. 26(a)-(g), or directly from any other
federal or state agency pursuant to a similar program, or (b) any applicable federal, state,
local or foreign law, including, but not limited to, claims under Chapter 112 or Chapter
760, Florida Statutes, that Service Provider may have, or in the future may possess arising
out of (x) Service Provider's employment relationship with and service as a director,
employee, officer or manager of JEA, and the termination of such relationship or service,
or (y) any event, condition, circumstance or obligation that occurred, existed or arose on
or prior to the date hereof; provided, however, that the release set forth in this Section 1.1
shall not apply to (i) the obligations of JEA under the Separation Agreement, (ii) the
obligations of JEA to continue to provide indemnification to Service Provider as provided
under applicable law or in the Separation Agreement and (iii) any Claims which cannot be
released under applicable law. Service Provider further agrees that the payments and
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 benefits described in the Separation Agreement shall be in full satisfaction of any and all
claims for payments or benefits, whether express or implied, that Service Provider may
have against JEA arising out of Service Provider's employment relationship, Service
Provider's service as a director, employee, officer or manager of JEA and the termination
thereof. The provision ofthe payments and benefits described in the Separation Agreement
shall not be deemed an admission ofliability or wrongdoing by JEA. This Section 1.1 does
not apply to any Claims that Service Provider may have as of the date Service Provider
signs this Agreement arising under the federal Age Discrimination in Employment Act of
1967, as amended, and the applicable rules and regulations promulgated thereunder
("ADEA"). Claims arising under ADEA are addressed in Section 1.2 of this Agreement.
1.2

Specific Release of ADEA Claims by Service Provider. In consideration ofthe payments
and benefits provided to Service Provider under the Separation Agreement, Service
Provider hereby releases and forever discharges JEA and each of their respective officers,
employees, directors and agents from any and all Claims that Service Provider may have
as ofthe date Service Provider signs this Agreement arising under ADEA. By signing this
Agreement, Service Provider hereby acknowledges and confirms the following:(a)Service
Provider was advised by JEA in connection with Service Provider's termination to consult
with an attorney of Service Provider's choice prior to signing this Agreement and to have
such attorney explain to Service Provider the terms of this Agreement, including, without
limitation, the terms relating to Service Provider's release of claims arising under ADEA;
(b) Service Provider has been given a period of not fewer than twenty-one (21) days to
consider the terms ofthis Agreement and to consult with an attorney of Service Provider's
choosing with respect thereto; and (c) Service Provider is providing the release and
discharge set forth in this Section 1.2 only in exchange for consideration in addition to
anything of value to which Service Provider is already entitled.

1.3

General Release by JEA. JEA hereby releases and forever discharges Service Provider
and each of his or her agents, representatives, attorneys, successors, assigns, heirs,
executors and administrators from any Claims that JEA may have, or in the future may
possess, arising out of(x) Service Provider's employment relationship with and service as
a director, employee, officer or manager of JEA, and the termination of such relationship
or service, or(y) any event, condition, circumstance or obligation that occurred, existed or
arose on or prior to the date hereof; provided, however, that the release set forth in this
Section 1.3 shall not apply to any Claims which cannot be released under applicable law.

1.4

Representation. Service Provider hereby represents that Service Provider has not
instituted, assisted or otherwise participated in connection with, any action, complaint,
claim, charge, grievance, arbitration, lawsuit or administrative agency proceeding, or
action at law or otherwise against any member of JEA or any of their respective officers,
employees, directors, shareholders or agents.
SECTION II — CESSATION OF PAYMENTS:

In the event that Service Provider(a)files any charge, claim, demand, action or arbitration
with regard to Service Provider's employment, compensation or termination ofemployment under
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 any federal, state or local law, or an arbitration under any industry regulatory entity, except in
either case for a claim for breach of the Separation Agreement or failure to honor the obligations
set forth therein or (b) breaches any of the covenants or obligations contained in or incorporated
into the Separation Agreement, JEA shall be entitled to cease making any payments due pursuant
to Section 3 of the Separation Agreement(other than the Accrued Obligations).
SECTION III — VOLUNTARY ASSENT:
Service Provider affirms that Service Provider has read this Agreement, and understands
all ofits terms, including the full and final release ofclaims set forth in Section 1. Service Provider
further acknowledges that (a) Service Provider has voluntarily entered into this Agreement;(b)
Service Provider has not relied upon any representation or statement, written or oral, not set forth
in this Agreement; (c) the only consideration for signing this Agreement is as set forth in the
Separation Agreement; and (d) this document gives Service Provider the opportunity and
encourages Service Provider to have this Agreement reviewed by Service Provider's attorney
and/or tax advisor.
SECTION IV — REVOCATION:
This Agreement may be revoked by Service Provider within the seven (7)-day period
commencing on the date Service Provider signs this Agreement(the "Revocation Period"). In the
event of any such revocation by Service Provider, all obligations of JEA under the Separation
Agreement shall terminate and be of no further force and effect as of the date of such revocation.
No such revocation by Service Provider shall be effective unless it is in writing and signed by
Service Provider and received by JEA prior to the expiration of the Revocation Period.
SECTION V — MISCELLANEOUS:
5.1

Governing Law; Binding Effect; Amendment. This Agreement shall be interpreted and
enforced in accordance with the laws ofthe State of Florida, and shall be binding on JEA's
successors and assigns. This Agreement shall not be assignable or transferable by Service
Provider or his or her beneficiaries or legal representatives. No amendment or modification
shall be effective unless in writing by the parties, including the approval by the Board.

5.2

Authority. The person executing and delivering this Agreement on behalf of JEA is an
authorized officer, director or agent of JEA with full power and authority to bind JEA.
Upon execution and delivery of this Agreement by JEA, this Agreement shall constitute
the legal, valid and binding obligation of JEA.

5.3

Execution. This Agreement shall not become a binding and enforceable contract until
signed by Service Provider, the Chair of JEA's Board of Directors, JEA's Chief Financial
Officer and JEA's Chief Legal Officer. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to constitute an original, and which together,
when signed by Service Provider, the Chair, the Chief Financial Officer and the Chief
Legal Officer, shall constitute a single, legally binding contract.

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 5.4

Entire Agreement. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof. This Agreement supersedes all prior agreements
and understandings, both oral and written, between the parties with respect to the subject
matter of this Agreement.

5.5

Notices. For purposes of this Agreement, notices, demands and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly
given when received if delivered in person, the next business day if delivered by overnight
commercial courier (e.g., Federal Express), or the third business day if mailed by United
States certified mail, return receipt requested, postage prepaid, to the following addresses:
If to JEA,to:
JEA
Attn: Office of CFO
21 West Church Street
Jacksonville, FL 32202
If to Service Provider, to:
Aaron F. Zahn
at the address on file with JEA
Either party may change its address for notices in accordance with this Subsection 5.5 by
providing written notice of such change to the other party.

5.6

Survival. The provisions of this Agreement that are intended to survive this Agreement
and Service Provider's termination of employment shall survive in accordance with their
terms.

5.7

Severability. If any provision of this Agreement becomes or is deemed invalid, illegal or
unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of
its coverage, then such provision shall be deemed amended to the minimum extent
necessary to conform to applicable law so as to be valid and enforceable or, if such
provision cannot be so amended without materially altering the intention of the parties,
then such provision shall be stricken and the remainder of this Agreement(as applicable)
shall continue in full force and effect.

5.8

Waiver. Any failure of Service Provider to comply with any of his or her obligations under
this Agreement may be waived only in writing signed by JEA. Any failure of JEA to
comply with any of its obligations under this Agreement may be waived only in writing
signed by Service Provider. No waiver of any breach, failure, right or remedy contained
in or granted by the provisions ofthis Agreement shall constitute a continuing waiver of a
subsequent or other breach, failure, right or remedy, unless the writing so specifies.

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 5.9

Arbitration. Except for suits seeking injunctive relief or specific performance or as
otherwise prohibited by applicable law, the parties hereby agree that any dispute,
controversy or claim arising out of, connected with and/or otherwise relating to this
Agreement and the arbitrability of any controversy or claim relating hereto shall be finally
settled by binding arbitration. The parties hereby knowingly and voluntarily waive any
rights that they may have to a jury trial for any such disputes, controversies or claim. The
parties agree to resolve any dispute arising out of this Agreement before the American
Arbitration Association (the"AAA")in accordance with the AAA's then existing National
Rules of Resolution ofEmployment Disputes. The arbitration shall be administered by the
AAA and the hearing shall be conducted in Duval County in the State of Florida before a
neutral arbitrator, who must have been admitted to the practice of law for at least the last
ten(10) years (the "Arbitrator"). Each party further agrees to pay its or his own arbitration
costs, attorneys' fees, and expenses, unless otherwise required by the AAA's then-existing
arbitration rules. The Arbitrator shall issue an opinion within thirty (30) days of the final
arbitration hearing and shall be authorized to award reasonable attorneys' fees to the
prevailing party, which decision of the Arbitrator shall be final, conclusive, unappealable
and binding on the parties. Subject to applicable law, the arbitration proceeding and any
and all related awards, relief or findings shall be confidential, except that any arbitration
award may be filed in a court of competent jurisdiction by either party for the purpose of
enforcing the award.

[Signature Page Follows]

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27713458.1

 IN WITNESS WHEREOF,the parties hereto have duly executed this Release Agreement
on the day and year above first written.

ATTEST:

JEA

April Green, Chair
Date:

I hereby certify that the expenditure contemplated by the foregoing Agreement has been
duly authorized, and provision has been made for the payment of the moneys provided therein
to be paid in respect of Fiscal Year 2019/2020.

Ryan F. Wannemacher,Melissa Dykes,
Interim Chief FintmcialExecutive Officer
Approved:

Lynne C. Rhode,Chief Legal Officer &
Office of General Counsel

SERVICE PROVIDER HEREBY ACKNOWLEDGES THAT SERVICE PROVIDER HAS
READ THIS AGREEMENT, THAT SERVICE PROVIDER FULLY KNOWS,
UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT SERVICE
PROVIDER HEREBY ENTERS INTO THIS AGREEMENT VOLUNTARILY AND OF
SERVICE PROVIDER'S OWN FREE WILL.

Aaron F. Zahn

[Signature Page to Mutual Release Agreement]
4816-1312-2461.v3
27713458.1

 FORM OF SEPARATION AND TRANSITION AGREEMENT
THIS SEPARATION AND TRANSITION AGREEMENT (this "Agreement")is made
and entered into on December 30, 2019 by and between JEA, a body politic and corporate under
the laws ofthe State of Florida and an independent agency ofthe Consolidated City of Jacksonville
(hereinafter referred to as "JEA"), and Aaron F. Zahn, an individual currently residing in Florida,
hereinafter referred to as Service Provider. Capitalized terms used herein but not defined shall
have the meanings in the Employment Agreement for Managing Director and Chief Executive
Officer, dated as of July 23, 2019 (the "Employment Agreement"), between JEA and Service
Provider.
WHEREAS, Service Provider is employed by JEA as its Managing Director/Chief
Executive Officer pursuant to the Employment Agreement;
WHEREAS,Service Provider's employment with JEA shall be terminated without cause;
and
WHEREAS,in connection with Service Provider's separation from service with JEA,JEA
and Service Provider desire to commence the transition of the Managing Director/Chief Executive
Officer position and Service Provider agrees to make himself available to provide services to JEA
on the terms and conditions set forth herein.
Now therefore JEA and Service Provider agree as follows:
SECTION 1— SEPARATION:
1.1

Removal from Positions. The Service Provider's last day of employment with JEA is
December 30,2019(such date, the "Separation Date"). In that regard, as of the Separation
Date,(a)Service Provider's position as Managing Director/Chief Executive Officer ofJEA
and (b) all other officer positions, directorships and other positions that Service Provider
holds with JEA shall terminate.

1.2

Release Agreement. Service Provider's receipt of any payments and benefits pursuant to
this Agreement(other than the payments and benefits pursuant to Sections 3.1.5(a) and (f)
of the Employment Agreement (the "Accrued Obligations")) is subject to Service
Provider's signing and not revoking the Release Agreement substantially in the form
attached hereto as Exhibit A (the "Release Agreement"). No payments or benefits under
this Agreement (other than the Accrued Obligations) shall be paid or provided to Service
Provider until the Release Agreement becomes effective. As a material part of the
consideration provided by JEA and Service Provider under this Agreement, both JEA and
Service Provider shall execute and deliver the Release Agreement on the same date as this
Agreement.
SECTION II — TRANSITION:

2.1

Consulting Period and Services. Commencing on the Separation Date and ending on the
one (1)-month anniversary thereof(the "Consulting Period"), Service Provider shall make

4816-1312-2461.v3
27713466.1

 himself or herself available to consult with JEA as reasonably requested by JEA from time
to time (the "Services").
2.2

Consulting Fee. In exchange for the Services, commencing on the Separation Date and
ending one (1) month after the Separation Date, JEA agrees to pay Service Provider a
monthly fee of $52,000.00 (the "Monthly Fee")for a total fee of$52,000.00. Except as to
the Monthly Fee, no other payment or benefits shall be due or payable to Service Provider
for the Services. JEA may terminate Service Provider's service for Cause prior to the
expiration ofthe Consulting Period and, in such event, Service Provider shall forfeit his or
her right to receive the Monthly Fee for the remainder of the Consulting Period.

2.3

Status as an Independent Contractor. In all matters relating to the Services, nothing
under this Agreement shall be construed as creating any partnership, joint venture or
agency between JEA and Service Provider or to constitute Service Provider as an agent,
employee or representative of JEA. Service Provider shall act solely as an independent
contractor and, as such, is not authorized to bind any member of JEA to third parties.
Consequently, Service Provider shall not be entitled to participate during the Consulting
Period in any of the employee benefit plans, programs or arrangements of JEA in his
capacity as a consultant. Service Provider shall be responsible for and pay all taxes related
to the receipt of compensation in connection with the provision of the Services. Service
Provider shall not make any public statements concerning the Services that purport to be
on behalf of JEA, in each case without prior written consent from JEA. Notwithstanding
Service Provider's status as an independent contractor in providing the Services, to the
fullest extent permitted by applicable law and JEA's constituent documents applicable to
officers and directors of JEA, (a) Service Provider shall continue to be entitled to
indemnification for any loss, damage, or claim incurred by, imposed or asserted against
Service Provider in connection with the Services provided to JEA, and (b) JEA shall pay
the expenses incurred by Service Provider in defending any claim, demand, action, suit or
proceeding related thereto as such expenses are incurred by Service Provider and in
advance of the final disposition of such matter; provided that Service Provider shall be
entitled to the coverage under clauses(a)and (b)on the same terms and conditions as were
in effect prior to the Separation Date as reflected in Section 3.2.

2.4

Legal Counsel. The Service Provider shall be entitled to legal counsel, paid for by JEA,
as necessary if Service Provider is a defendant participant in a lawsuit against JEA for
actions that occurred during his period ofemployment and the Consulting Period with JEA,
excepting intentional torts.
SECTION III — SEVERANCE BENEFITS:

3.1

Compliance with Employment Agreement. JEA shall comply with any and all of its
payment and benefit obligations ofthe Employment Agreement.

3.2

Indemnification. Pursuant to Section 768.28(9)(a), Florida Statutes, Service Provider is
not personally liable in any action for any injury or damage suffered as a result of any act,
event, or omission of action in the scope of her or his employment or function. JEA hereby
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 agrees to indemnify, defend and hold Service Provider harmless from any and all claims,
to the fullest extent permitted by Sections 111.07, 111.071 and 768.28(9)(a), Florida
Statutes, and other applicable law. Without limiting the scope of this Section 3.2, which
the parties agree shall be construed as broadly as permitted by applicable law, JEA's
agreement to indemnify, defend and hold Service Provider harmless includes claims arising
out of the exercise of(or failure to exercise) Service Provider's duties and responsibilities
to JEA, and to all other acts entitled to indemnification pursuant to Sections 111.07,
1 11.071 and 768.28(9)(a), Florida Statutes. If Service Provider's claim for indemnification
is one for which indemnification is provided by Sections 111.07, 111.071 and 768.28(9)(a),
Florida Statutes, or by other applicable law, then Service Provider shall be entitled to the
benefits and protections of this Section 3.2 notwithstanding (i) any provision in this
Agreement or the Employment Agreement to the contrary, (ii) termination of Service
Provider's employment, regardless of the reason for or circumstances surrounding said
termination, or (iii) the termination of this Agreement.
3.3

No Other Compensation or Benefits. Except as otherwise specifically provided herein
or as required by the terms of any employee benefit plan, program or arrangement of JEA,
the Consolidated Omnibus Reconciliation Act or other applicable law, Service Provider
shall not be entitled to any compensation or benefits or to participate in any past, present
or future employee benefit plans, programs or arrangements of JEA on or after the
Separation Date.

3.4

Waiver and Release of Retention Agreement and Notice Period. Except as otherwise
specifically provided herein, Service Provider hereby waives and releases all claims and/or
other benefits related to The Employer Protection and Retention Program Agreement
executed in August 17, 2019 by and between JEA and Service Provider. Service Provider
also hereby waives and releases all claims and/or other benefits related to the thirty (30)
day advance notice of termination period required by Section 3.1 of the Employment
Agreement.
SECTION IV — COVENANTS AND AGREEMENTS:

4.1

Incorporation by Reference. The covenants and agreements set forth in Sections 4.7,4.8
and Section 4.13 of the Employment Agreement (the "Restrictive Covenants") are
incorporated herein by reference as if such provisions were set forth herein in full.

4.2.

Return of Property. All files, records, documents, manuals, books, forms, reports,
memoranda, studies, data, calculations, recordings, or correspondence, whether visually
perceptible, machine-readable or otherwise, in whatever form they may exist, and all
copies, abstracts and summaries of the foregoing, and all physical items related to the
business of JEA, whether of a public nature or not, and whether prepared by Service
Provider or not, are and shall remain the exclusive property of JEA, and shall not be
removed from its premises, except as required in the course of Service Provider's
employment by JEA,without the prior written consent ofJEA. No later than the Separation
Date, such items, including any copies or other reproductions thereof, shall be promptly
3
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 returned by Service Provider to JEA (or, if requested by JEA, destroyed by Service
Provider).
SECTION V — MISCELLANEOUS:
5.1

Governing Law; Binding Effect; Amendment. This Agreement shall be interpreted and
enforced in accordance with the laws of the State of Florida, and shall be binding on JEA's
successors and assigns. This Agreement shall not be assignable or transferable by Service
Provider or his or her beneficiaries or legal representatives. Notwithstanding the foregoing,
in the event of the death of Service Provider, payments that otherwise would have been
made to Service Provider shall instead be provided to Service Provider's estate. No
amendment or modification shall be effective unless in writing by the parties, including the
approval by the Board.

5.2

Authority. The person executing and delivering this Agreement on behalf of JEA is an
authorized officer, director or agent of JEA with full power and authority to bind JEA.
Upon execution and delivery of this Agreement by JEA, this Agreement shall constitute
the legal, valid and binding obligation of JEA.

5.3

Execution. This Agreement shall not become a binding and enforceable contract until
signed by Service Provider, the Chair of JEA's Board of Directors, JEA's Chief Financial
Officer and JEA's Chief Legal Officer. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to constitute an original, and which together,
when signed by Service Provider, the Chair, the Chief Financial Officer and the Chief
Legal Officer, shall constitute a single, legally binding contract.

5.4

Entire Agreement. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof. This Agreement supersedes all prior agreements
and understandings, both oral and written, between the parties with respect to the subject
matter ofthis Agreement(including, without limitation, the Employment Agreement(other
than to the extent set forth herein and the Restrictive Covenants, which shall remain in full
force and effect)).

5.5

Compliance with Sections 409A / 457. JEA intends that all payments provided under this
Agreement be exempt from, or comply with, the requirements of Sections 409A and 457
of the Code and any guidance promulgated under Sections 409A / 457 of the Code
(collectively, "Sections 409A / 457") so that none of the payments or benefits shall be
subject to the additional tax imposed under Sections 409A / 457, and any ambiguities in
this Agreement shall be interpreted in accordance with this intent. No payment or benefits
to be paid to Service Provider, if any, under this Agreement or otherwise, when considered
together with any other severance payments or separation benefits that are considered
deferred compensation under Sections 409A / 457 shall be paid or otherwise provided until
Service Provider has a separation from service within the meaning of Sections 409A / 457.
Each severance payment, installment, and benefit payable under Section 3 of this
Agreement is intended to constitute a separate payment for purposes of U.S. Treasury
Regulation Section 1.409A-2(b)(2).
4
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 All expenses or other reimbursements under this Agreement that would constitute
nonqualified deferred compensation subject to Sections 409A / 457,(i) shall be paid on or
prior to the last day of the taxable year following the taxable year in which such expenses
were incurred by Service Provider, (ii) no such reimbursement or expenses eligible for
reimbursement in any taxable year shall in any way affect Service Provider's right to
reimbursement of any other expenses eligible for reimbursement in any other taxable year,
and (iii) Service Provider's right to reimbursement shall not be subject to liquidation in
exchange for any other benefit.
5.6

Notices. For purposes of this Agreement, notices, demands and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly
given when received if delivered in person, the next business day if delivered by overnight
commercial courier (e.g., Federal Express), or the third business day if mailed by United
States certified mail, return receipt requested, postage prepaid, to the following addresses:
If to JEA, to:
JEA
Attn: Office of CFO
21 West Church Street
Jacksonville, FL 32202
If to Service Provider, to:
Aaron F. Zahn
at the address on file with JEA
Either party may change its address for notices in accordance with this Subsection 5.6 by
providing written notice of such change to the other party.

5.7

Survival. The provisions of this Agreement that are intended to survive this Agreement
and Service Provider's termination of employment shall survive in accordance with their
terms.

5.8

Severability. If any provision of this Agreement becomes or is deemed invalid, illegal or
unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of
its coverage, then such provision shall be deemed amended to the minimum extent
necessary to conform to applicable law so as to be valid and enforceable or, if such
provision cannot be so amended without materially altering the intention of the parties,
then such provision shall be stricken and the remainder of this Agreement(as applicable)
shall continue in full force and effect.

5.9

Waiver. Any failure of Service Provider to comply with any of his or her obligations under
this Agreement may be waived only in writing signed by JEA. Any failure of JEA to
comply with any of its obligations under this Agreement may be waived only in writing
5
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 signed by Service Provider. No waiver of any breach, failure, right or remedy contained
in or granted by the provisions of this Agreement shall constitute a continuing waiver of a
subsequent or other breach, failure, right or remedy, unless the writing so specifies.
5.10

Arbitration. Except for suits seeking injunctive relief or specific performance or as
otherwise prohibited by applicable law, the parties hereby agree that any dispute,
controversy or claim arising out of, connected with and/or otherwise relating to this
Agreement and the arbitrability of any controversy or claim relating hereto shall be finally
settled by binding arbitration. The parties hereby knowingly and voluntarily waive any
rights that they may have to a jury trial for any such disputes, controversies or claim. The
parties agree to resolve any dispute arising out of this Agreement before the American
Arbitration Association (the "AAA")in accordance with the AAA's then existing National
Rules of Resolution of Employment Disputes. The arbitration shall be administered by the
AAA and the hearing shall be conducted in Duval County in the State of Florida before a
neutral arbitrator, who must have been admitted to the practice of law for at least the last
ten (10) years (the "Arbitrator"). Each party further agrees to pay its or his own arbitration
costs, attorneys' fees, and expenses, unless otherwise required by the AAA's then-existing
arbitration rules. The Arbitrator shall issue an opinion within thirty (30) days of the final
arbitration hearing and shall be authorized to award reasonable attorneys' fees to the
prevailing party, which decision of the Arbitrator shall be final, conclusive, unappealable
and binding on the parties. Subject to applicable law, the arbitration proceeding and any
and all related awards, relief or findings shall be confidential, except that any arbitration
award may be filed in a court of competent jurisdiction by either party for the purpose of
enforcing the award.

[Signature Page Follows]

6
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27713466.1

 IN WITNESS WHEREOF, the parties hereto have duly executed this Separation and
Transition Agreement on the day and year above first written.

ATTEST:

JEA

April Green, Chair
Date:

Aaron F. Zahn,Ser
Date:

e Provider

I hereby certify that the expenditure contemplated by the foregoing Agreement has
been duly authorized, and provision has been made for the payment of the moneys provided
therein to be paid in respect of Fiscal Year 2020/2021.

Melissa Dykes, Interim Chief Executive
Officer
Approved:

Chief Legal Officer & Office of General
Counsel

[Signature Page to Separation and Transition Agreement]
4816-1312-246IA
27708003.1

 EXHIBIT A
MUTUAL RELEASE AGREEMENT
THIS MUTUAL RELEASE AGREEMENT (this "Agreement") is made and entered
into on December 30, 2019 by and between JEA, a body politic and corporate under the laws of
the State of Florida and an independent agency of the Consolidated City of Jacksonville
(hereinafter referred to as "JEA"), and Aaron F. Zahn, an individual currently residing in Florida,
hereinafter referred to as Service Provider. Capitalized terms used herein but not defined shall
have the meanings set forth in the Separation and Transition Agreement, dated as of December 30,
2019(the "Separation Agreement"), by and between JEA and Service Provider.
WHEREAS, the Separation Agreement sets forth the terms and conditions of Service
Provider's separation from service with JEA effective as December 30, 2019; and
WHEREAS, the Separation Agreement provides that, in consideration for certain
payments and benefits payable to Service Provider in connection with his or her separation from
service, Service Provider shall fully and finally release JEA from all claims relating to Service
Provider's employment relationship with JEA and the termination of such relationship.
Accordingly, the parties hereto agree as follows:
SECTION I — RELEASE:
General Release by Service Provider. In consideration of JEA's obligations under the
Separation Agreement and for other valuable consideration, Service Provider hereby
releases and forever discharges JEA and each of its respective officers, employees,
directors and agents from any and all claims, actions and causes of action (collectively,
"Claims"), including, without limitation, any Claims arising under(a) the Sarbanes-Oxley
Act of 2002, 18 U.S.C. § 1514; Sections 748(h)(i), 922(h)(i) and 1057 of the Dodd-Frank
Wall Street and Consumer Protection Act (the "Dodd Frank Act"), 7 U.S.C. § 26(h), 15
U.S.C. § 78u-6(h)(i) and 12 U.S.C. § 5567(a) but excluding from this release any right
Service Provider may have to receive a monetary award from the Securities and Exchange
Commission as an SEC Whistleblower, pursuant to the bounty provision under Section
922(a)-(g) of the Dodd Frank Act, 7 U.S.C. Sec. 26(a)-(g), or directly from any other
federal or state agency pursuant to a similar program, or (b) any applicable federal, state,
local or foreign law, including, but not limited to, claims under Chapter 112 or Chapter
760, Florida Statutes, that Service Provider may have, or in the future may possess arising
out of (x) Service Provider's employment relationship with and service as a director,
employee, officer or manager of JEA, and the termination of such relationship or service,
or (y) any event, condition, circumstance or obligation that occurred, existed or arose on
or prior to the date hereof; provided, however, that the release set forth in this Section 1.1
shall not apply to (i) the obligations of JEA under the Separation Agreement, (ii) the
obligations of JEA to continue to provide indemnification to Service Provider as provided
under applicable law or in the Separation Agreement and (iii) any Claims which cannot be
released under applicable law. Service Provider further agrees that the payments and
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 benefits described in the Separation Agreement shall be in full satisfaction of any and all
claims for payments or benefits, whether express or implied, that Service Provider may
have against JEA arising out of Service Provider's employment relationship, Service
Provider's service as a director, employee, officer or manager of JEA and the termination
thereof. The provision ofthe payments and benefits described in the Separation Agreement
shall not be deemed an admission of liability or wrongdoing by JEA. This Section 1.1 does
not apply to any Claims that Service Provider may have as of the date Service Provider
signs this Agreement arising under the federal Age Discrimination in Employment Act of
1967, as amended, and the applicable rules and regulations promulgated thereunder
("ADEA"). Claims arising under ADEA are addressed in Section 1.2 of this Agreement.
1.2

Specific Release of ADEA Claims by Service Provider. In consideration ofthe payments
and benefits provided to Service Provider under the Separation Agreement, Service
Provider hereby releases and forever discharges JEA and each of their respective officers,
employees, directors and agents from any and all Claims that Service Provider may have
as ofthe date Service Provider signs this Agreement arising under ADEA. By signing this
Agreement, Service Provider hereby acknowledges and confirms the following:(a)Service
Provider was advised by JEA in connection with Service Provider's termination to consult
with an attorney of Service Provider's choice prior to signing this Agreement and to have
such attorney explain to Service Provider the terms of this Agreement, including, without
limitation, the terms relating to Service Provider's release of claims arising under ADEA;
(b) Service Provider has been given a period of not fewer than twenty-one (21) days to
consider the terms of this Agreement and to consult with an attorney of Service Provider's
choosing with respect thereto; and (c) Service Provider is providing the release and
discharge set forth in this Section 1.2 only in exchange for consideration in addition to
anything of value to which Service Provider is already entitled.

1 .3

General Release by JEA. JEA hereby releases and forever discharges Service Provider
and each of his or her agents, representatives, attorneys, successors, assigns, heirs,
executors and administrators from any Claims that JEA may have, or in the future may
possess, arising out of(x) Service Provider's employment relationship with and service as
a director, employee, officer or manager of JEA, and the termination of such relationship
or service, or(y)any event, condition, circumstance or obligation that occurred, existed or
arose on or prior to the date hereof; provided, however, that the release set forth in this
Section 1.3 shall not apply to any Claims which cannot be released under applicable law.

1.4

Representation. Service Provider hereby represents that Service Provider has not
instituted, assisted or otherwise participated in connection with, any action, complaint,
claim, charge, grievance, arbitration, lawsuit or administrative agency proceeding, or
action at law or otherwise against any member of JEA or any of their respective officers,
employees, directors, shareholders or agents.
SECTION II — CESSATION OF PAYMENTS:

In the event that Service Provider (a)files any charge, claim, demand, action or arbitration
with regard to Service Provider's employment,compensation or termination ofemployment under
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 any federal, state or local law, or an arbitration under any industry regulatory entity, except in
either case for a claim for breach of the Separation Agreement or failure to honor the obligations
set forth therein or (b) breaches any of the covenants or obligations contained in or incorporated
into the Separation Agreement, JEA shall be entitled to cease making any payments due pursuant
to Section 3 of the Separation Agreement (other than the Accrued Obligations).
SECTION III — VOLUNTARY ASSENT:
Service Provider affirms that Service Provider has read this Agreement, and understands
all of its terms, including the full and final release ofclaims set forth in Section 1. Service Provider
further acknowledges that (a) Service Provider has voluntarily entered into this Agreement;(b)
Service Provider has not relied upon any representation or statement, written or oral, not set forth
in this Agreement; (c) the only consideration for signing this Agreement is as set forth in the
Separation Agreement; and (d) this document gives Service Provider the opportunity and
encourages Service Provider to have this Agreement reviewed by Service Provider's attorney
and/or tax advisor.
SECTION IV — REVOCATION:
This Agreement may be revoked by Service Provider within the seven (7)-day period
commencing on the date Service Provider signs this Agreement(the "Revocation Period"). In the
event of any such revocation by Service Provider, all obligations of JEA under the Separation
Agreement shall terminate and be of no further force and effect as of the date of such revocation.
No such revocation by Service Provider shall be effective unless it is in writing and signed by
Service Provider and received by JEA prior to the expiration of the Revocation Period.
SECTION V — MISCELLANEOUS:
5.1

Governing Law; Binding Effect; Amendment. This Agreement shall be interpreted and
enforced in accordance with the laws ofthe State of Florida, and shall be binding on JEA's
successors and assigns. This Agreement shall not be assignable or transferable by Service
Provider or his or her beneficiaries or legal representatives. No amendment or modification
shall be effective unless in writing by the parties, including the approval by the Board.

5.2

Authority. The person executing and delivering this Agreement on behalf of JEA is an
authorized officer, director or agent of JEA with full power and authority to bind JEA.
Upon execution and delivery of this Agreement by JEA, this Agreement shall constitute
the legal, valid and binding obligation of JEA.

5.3

Execution. This Agreement shall not become a binding and enforceable contract until
signed by Service Provider, the Chair of JEA's Board of Directors, JEA's Chief Financial
Officer and JEA's Chief Legal Officer. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to constitute an original, and which together,
when signed by Service Provider, the Chair, the Chief Financial Officer and the Chief
Legal Officer, shall constitute a single, legally binding contract.

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 5.4

Entire Agreement. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof. This Agreement supersedes all prior agreements
and understandings, both oral and written, between the parties with respect to the subject
matter of this Agreement.

5.5

Notices. For purposes of this Agreement, notices, demands and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have been duly
given when received if delivered in person, the next business day if delivered by overnight
commercial courier (e.g., Federal Express), or the third business day if mailed by United
States certified mail, return receipt requested, postage prepaid, to the following addresses:
If to JEA,to:
JEA
Attn: Office of CFO
21 West Church Street
Jacksonville, FL 32202
If to Service Provider, to:
Aaron F. Zahn
at the address on file with JEA
Either party may change its address for notices in accordance with this Subsection 5.5 by
providing written notice of such change to the other party.

5.6

Survival. The provisions of this Agreement that are intended to survive this Agreement
and Service Provider's termination of employment shall survive in accordance with their
terms.

5.7

Severability. If any provision of this Agreement becomes or is deemed invalid, illegal or
unenforceable in any applicable jurisdiction by reason of the scope, extent or duration of
its coverage, then such provision shall be deemed amended to the minimum extent
necessary to conform to applicable law so as to be valid and enforceable or, if such
provision cannot be so amended without materially altering the intention of the parties,
then such provision shall be stricken and the remainder of this Agreement (as applicable)
shall continue in full force and effect.

5.8

Waiver. Any failure of Service Provider to comply with any of his or her obligations under
this Agreement may be waived only in writing signed by JEA. Any failure of JEA to
comply with any of its obligations under this Agreement may be waived only in writing
signed by Service Provider. No waiver of any breach, failure, right or remedy contained
in or granted by the provisions of this Agreement shall constitute a continuing waiver of a
subsequent or other breach, failure, right or remedy, unless the writing so specifies.

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 5.9

Arbitration. Except for suits seeking injunctive relief or specific performance or as
otherwise prohibited by applicable law, the parties hereby agree that any dispute,
controversy or claim arising out of, connected with and/or otherwise relating to this
Agreement and the arbitrability of any controversy or claim relating hereto shall be finally
settled by binding arbitration. The parties hereby knowingly and voluntarily waive any
rights that they may have to a jury trial for any such disputes, controversies or claim. The
parties agree to resolve any dispute arising out of this Agreement before the American
Arbitration Association (the "AAA")in accordance with the AAA's then existing National
Rules of Resolution of Employment Disputes. The arbitration shall be administered by the
AAA and the hearing shall be conducted in Duval County in the State of Florida before a
neutral arbitrator, who must have been admitted to the practice of law for at least the last
ten (10) years (the "Arbitrator"). Each party further agrees to pay its or his own arbitration
costs, attorneys' fees, and expenses, unless otherwise required by the AAA's then-existing
arbitration rules. The Arbitrator shall issue an opinion within thirty (30) days of the final
arbitration hearing and shall be authorized to award reasonable attorneys' fees to the
prevailing party, which decision of the Arbitrator shall be final, conclusive, unappealable
and binding on the parties. Subject to applicable law, the arbitration proceeding and any
and all related awards, relief or findings shall be confidential, except that any arbitration
award may be filed in a court of competent jurisdiction by either party for the purpose of
enforcing the award.

[Signature Page Follows]

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 IN WITNESS WHEREOF, the parties hereto have duly executed this Release
Agreement on the day and year above first written.

JEA

ATTEST:

April Green, Chair
Date:

I hereby certify that the expenditure contemplated by the foregoing Agreement has
been duly authorized, and provision has been made for the payment of the moneys provided
therein to be paid in respect of Fiscal Year 2019/2020.

Melissa Dykes, Interim Chief Executive
Officer
Approved:

Chief Legal Officer & Office of General
Counsel

SERVICE PROVIDER HEREBY ACKNOWLEDGES THAT SERVICE PROVIDER
HAS READ THIS AGREEMENT, THAT SERVICE PROVIDER FULLY KNOWS,
UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT SERVICE
PROVIDER HEREBY ENTERS INTO THIS AGREEMENT VOLUNTARILY AND OF
SERVICE PROVIDER'S OWN FREE WILL.

[Signature Page to Mutual Release Agreement]
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