RELEASE AND SETTLEMENT AGREEMENT This Release and Settlement Agreement ("Agreement") is made by and between City of South Bend (the ?City?) and its Mayor Pete Buttigieg (the ?Mayor?) (collectively the "Defendants") and Karen DePaepe (the "Plaintiff') (collectively referred to as the ??Parties?). A. dms.us.53695002.0] On May 8, 2013, the Plaintiff ?led a Complaint against the City and the Mayor in the Federal District Court for Northern District of Indiana for an alleged violation of Title VII of the Civil Rights Act of 1964. The Complaint also included common law claims for defamation and intentional in?iction of emotional distress. The claims in this lawsuit, DePaepe v. City of South Bend and Pete Buttigz'eg, Cause No. 3:13-cv-383 (the ?Employment Lawsuit?), arose from the termination of Plaintiff?s employment with the City. The Parties are also involved in two lawsuits relating to conversations that were recorded on the South Bend Police Department?s Dynamic Instruments Reliance recording system and which were listened to and] or subsequently recorded by Plaintiff (the ?Recordings?). Whether the Recordings were made in violation of the Federal Wiretap Act (the 18 U.S.C. 2511(a) is the subject of the following two lawsuits: City of South Bend v. South Bend Common Council, Cause No. 3:12-cv-475 and Young et al. v. City of South Bend, Cause No. 3:12- cv-532, which have been consolidated as Cause No. (the ?Consolidated Lawsuit?). On December 23, 2013, Plaintiff ?led a motion for leave to amend her Answer in the Consolidated Lawsuit to include a cross?claim for indemni?cation against the City. The Court has not yet ruled on either the lawfulness of the recordings or Plainti??s motion for leave. C. The Parties are subject to a protective order in the Consolidated Lawsuit and have stipulated to entry of a protective order in the Employment Lawsuit governing the use and disclosure of information related to or contained in the Recordings. I D. The Defendants deny they have committed any unlawful act with respect to Plaintiff or her employment as alleged in the Employment Lawsuit or otherwise. This Agreement is not an admission of any kind by the Defendants of any wrongdoing or liability. Likewise, the Plaintiff denies she has done any unlawful or tortious act justifying her dismissal as a City Employee. E. The Parties have recognized the risks they both face in litigation and the expense, distraction and turmoil of continued litigation to the City and to the Plaintiff and now desire that they be spared the risks and trouble of further litigation related to I any disputes which now exist, had previously existed or may have existed between them regarding the Plaintiff?s employment with the City, the Recordings, the claims in the Employment Lawsuit and the Consolidated Lawsuit, and any obligation of the City to indemnify the Plaintiff. The Parties mutually desire to terminate the litigation without either Party conceding any wrongdoing but instead agreeing to immediately settle the litigation and be spared the burdens of further litigation. I NOW, THEREFORE, in consideration of the matters set forth, the terms of this Agreement, and other good and valuable consideration, the receipt and suf?ciency of which are hereby acknowledged, the Parties further agree as follows: 1. Consideration. In exchange for the mutual promises contained in this Agreement and the actions taken pursuant thereto, the Defendants agree to pay the Plaintiff the gross sum of ix.) dms.us.53695002.0l Two Hundred Thirty-Five Thousand Dollars (?Settlement Amount?). At Plaintiff? 3 direction, the Settlement Amount will be paid to Plaintiff and her attorney as follows: A. One check made payable to Karen DePaepe in the amount of $10,000.00 less applicable employment tax withholdings, representing compromise of Plaintiffs claim for lost wages and bene?ts. This payment will be reported Via IRS Form W-2 consistent with IRS requirements. One check made payable to Plaintiff in in the amount of $215,000.00, representing compromise of Plaintiffs claims for defamation and intentional in?iction and emotional distress. This payment will be reported Via IRS Form 1099 consistent with IRS requirements. One check made payable to the Plaintiff in the amount of $10,000.00, representing compromise of Plaintiff?s claim for indemni?cation for attorney?s fees and litigation costs in the Consolidated Lawsuit. This payment will be reported via IRS Form 1099 consistent with IRS requirements. These checks will be mailed to: Scott Duerring, 61191 US. 31 South, South Bend, Indiana 46614, ?fteen (15) calendar days after the latest of receipt of an executed copy of this Agreement from Plaintiff, Forms W-9 from both Plaintiff and her attorney, and receipt of the Stipulation of Dismissal signed by Plaintiff?s counsel and ?ling of the Withdrawal of the Motion for Leave to Amend the Corr-plaint. Plaintiff acknowledges that Released Parties (as de?ned in paragraph 2 below) have not provided any tax advice to Plaintiff in connection with the proceeds payable under this Agreement. Plaintiff and her attorney agree to be solely and exclusively responsible for payment of any taxes due on these amounts. Plaintiff agrees to pay any federal or state taxes dms.us.53695002.01 DJ that are required by law to be paid with respect to the payment, and agrees to fully inderrmify and hold harmless the Released Parties for any liability for such taxes, including but not limited to liability for withholdings, FICA or FUTA, and any interest and penalties which may be assessed for non-payment or late payment of such taxes. 2. Payment Acknowledgment. Plaintiff acknowledges and agrees that she is not entitled to the Settlement Amount under any contract with, or bene?t plan of the City and that, upon payment of the Settlement Amount, she will have been paid all minimum and other wages, overtime, bonuses, vacation, paid time off, bene?ts, and other amounts in connection with her employment with the City and the ending of that employment. Plaintiff acknowledges and agrees that neither the City nor any other person or entity owe her anything beyond payment of the Settlement Amount based on any alleged acts or omissions relating to her employment with the City. 3. Release. Discharge, and Covenant Not to Sue. By signing this Agreement, Plaintiff irrevocably and unconditionally releases, forever discharges, and covenants not to sue the Defendants, both individually and in their representative capacities, their agents, attorneys, predecessors, heirs, executors, administrators, successors, or assigns (the ?Released Parties?) as to all complaints, claims, demands, liabilities, obligations, and actions of any kind or nature whatsoever (including for attorneys' fees) that have accrued or will have accrued as of the date Plaintiff executes this Agreement, whether or not any such matter or claim was asserted or could have been asserted in either the Employment Lawsuit or the Consolidated Lawsuit, including, for example, claims for minimum wage, overtime, lost wages, compensatory damages, liquidated damages, punitive damages, incidental damages of any kind, and any other compensation, losses, . and other damages to Plaintiff or her pr0perty resulting from any claimed Violation of federal, dms.us.53695002.0] state, local, or common law. This Specifically includes, but is not limited to, a full and complete release and waiver of all claims that were or could have been asserted in either lawsuit, that in any way arise out of or relate to Plaintiffs employment with the City and the ending of that employment, that in any way arise out of or relate to the Plaintiff?s relationship or interactions with and/or alleged conduct by the Defendants or any of their predecessors, employees, agents, or attorneys, arising under any and all federal, state, and local laws, statutes, and regulations, including, but not limited to, claims under the Age Discrimination in Employment Act of 1967, as amended and based on contract, tort, common law, and other theories of recovery. Nothing in this Agreement prevents Plaintiff from making or participating in a Charge ?led with the Equal Employment Opportunity Commission or its equivalent state or local agencies. However, to the fullest extent permitted by law, Plaintiff agrees to relinquish and forego all legal, equitable, and statutory relief, reinstatement, back pay, front pay, and other damages and relief to which she may be entitled as a result of any claim, charge, or complaint against the Released Parties and agrees to forego and relinquish reinstatement, all back pay, front pay, and other damages and relief she could receive from claims, actions, or suits ?led or charges instituted or pursued by any agency or commission based upon or arising out of the matters that are released and waived by this Agreement. This release does not include any claims that cannot by law be released through this Agreement, but the Parties intend that it be construed as broadly as lawfully possible. This Agreement does not release or waive: Plaintiff?s vested rights and bene?ts under any pension or welfare bene?t plans, any rights Plaintiff may have under any liability insurance dms.us.53695002.01 policy. This agreement shall have no effect on Plaintiff?s vested pension or retirement plans other than making appropriate contributions. 4. No Admission. This Agreement does not constitute an admission of any kind by Defendants that they violated any law or regulation or committed any wrongful act of any kind whatsoever. Defendants deny that they committed any unlawful act or omission with respect to Plaintiff or her employment. This Agreement, an amicable resolution of disputed claims, may not be introduced into evidence or relied upon by either party in legal proceedings except proceedings regarding breach of the terms of this Agreement or by the City in defending claims relating to Plaintiff? 3 employment. 5. No Other Actions. Plaintiff represents and warrants that she has not ?led a lawsuit, charge or complaint or commenced an action of any kind in any forum, judicial, administrative, or otherwise, against the City and/or the other Released Parties, other than the Employment Lawsuit and the Consolidated Lawsuit. 6. Non-DiSparagement. The parties agree that the Defendant City will refer inquiries or request for information from prospective employers regarding Plaintiff or Plaintiff?s employment to the Of?ce of Human Resources and will make no disparaging remarks concerning Plaintiff but instead will provide a written neutral reference indicating her dates of employment, job title, and ending salary history if requested. 7. Confidentiality. The Parties agree to the following with respect to con?dentiality: A. Plaintiff acknowledges that in her former position as Director of Communications she had access to and knowledge concerning the contents of numerous recorded conversations that could relate to law enforcement activities of the South Bend Police Department. Plaintiff dms.us.53695002.01 dms.us.53695002.01 further acknowledges that disclosure of any such conversations might have a negative impact on ongoing or future prosecutions. Thus, to ensure that no law enforcement efforts are compromised, the Plaintiff agrees that, regardless of the existence of the protective orders entered in the Consolidated Lawsuit or the Employment Lawsuit and in regardless of the Court?s ruling in the Consolidated Lawsuit, she will not disclose'any such information, in any form, to any person or entity either on her own or through another person or entity, directly or indirectly, except as set forth below. Nothing in this paragraph prohibits Plaintiff from making I disclosures required by law or pursuant to compulsory process issued in connection with any administrative or judicial proceeding. If Plaintiff is issued a subpoena requiring disclosure of information, Plaintiff will notify the City of such as soon as practicable to enable the City to move, if it so chooses, to quash the subpoena. Plaintiff agrees that she has not disclosed and will not disclose to any person or entity, either on her own or through another person or entity, directly or indirectly, or by implication or innuendo, any information regarding the existence or substance of this settlement, including but not limited to the fact of the settlement itself, the terms of this Agreement, and the Settlement Amount, except as set forth below. This nondisclosure includes, but is not limited to members of the media, present and former employees of the City or members of the public. Plaintiff ?irther agrees not to disclose, disseminate, or reveal the original, any copy, or any dms.us.53695002.01 portion of this Agreement, directly or indirectly (including through social media), to any person or entity, not to publicize or assist in the publicity of this Agreement, and not to attempt in any way to communicate regarding the fact of this settlement or the terms of this Agreement. Plaintiff agrees she will not do or say anything inconsistent with maintaining con?dentiality of this Agreement or the Settlement Amount. Nothing in this paragraph or this Agreement generally prohibits Plaintiff from disclosing this Agreement to Plaintiffs attorney or spouse, from making disclosures required by law or pursuant to compulsory process issued in connection with any administrative or judicial proceeding, or from disclosing this Agreement to accountants and tax preparers to the extent necessary to ful?ll any tax obligations. Nothing in this paragraph or this Agreement will prohibit the Plaintiff from making disclosures necessary to protect her reputation should the con?dentiality of this Agreement be breached by any other person or entity other than herself. The Parties agree that Plaintiff?s agreement to protect the Con?dential Information and to maintain the con?dentiality of this Agreement is a material inducement to enter this Agreement. Accordingly, Plaintiff understands and agrees that if she should fail to comply with any of the provisions in this paragraph and such failure to comply is shown by clear and convincing evidence that it was solely the act or omission of the Plaintiff that caused the con?dentiality of this Agreement to be breached, the amount of Twenty Five Thousand Dollars ($25,000) shall immediately be forfeited to the City as liquidated damages for such breach. I 8. Waiver of Future Employment. Plaintiff waives all right to employment with the Defendant City and any affiliated subunits of the Defendant City. If Plaintiff does apply for employment with the Defendant City, or any affiliated subunit, the parties agree that the Defendant City and any af?liated subunits need not employ her, and that if the Defendant City, or any of its subunits decline to employ the Plaintiff they shall not be liable to the Plaintiff for any cause or damages whatsoever. 9. Further Assurances. Each Party to this Agreement shall execute all instruments and documents and take all actions as may be reasonably required to effectuate this Agreement. 10. Representation. The Parties represent and warrant that they have not assigned or transferred to any person or entity any of the claims released above, and that each is the sole party in interest with respect to such claims. 1 1. Representations Regarding Recordings and City Pronertv. The Plaintiff represents that she does not have in her possession the Recordings or copies of the Recordings. The Plaintiff further represents that she has returned to the City all documents and prOperty belonging to the City. The Plaintiff also represents that she will return to her attorney any documents related to the Employment Lawsuit and the Consolidated Lawsuit. 12. The Parties agree that any action for breach of this Agreement will be filed in a court of competent jurisdiction in St. Joseph County, Indiana. All Parties hereby agree to consent to the jurisdiction of such court and agree that venue is proper. In any action for breach, attomeys? fees and costs of collection shall be awarded to the prevailing party. dms.us.53695002.01 13. Governing Law. The terms and conditions of this Agreement and the Parties' obligations hereunder shall be construed under and be governed by the intemal laws of Indiana, I without regard to principles of choice of law. 14. Entire Agreement. This Agreement contains the entire agreement between the Parties with respect to the settlement of the disputes and lawsuits and the claims that the Parties have or could have asserted as of the execution of this Agreement. The Parties have not relied on representations or promises of any other party to execute this Agreement, other than the representation and promises contained in this Agreement. 15. Captions. The captions to this Agreement are for convenience and identi?cation purposes only, are not integral parts of this Agreement and are not to be considered in the interpretations of any part of this Agreement. 16. Negotiated Agreement /Construction: This Agreement is the result of negotiations among the Parties. Counsel of record for each party have reviewed and drafted its contents together. Thus, the Parties expressly agree that no party shall be deemed to be the drafter of this Agreement, The language of this Agreement shall in all cases be construed as a' . whole, according to its fair meaning, and not strictly for or against any party. 17. Advice of Counsel. Both Parties have been represented by legal counsel of their own choice in the negotiation of the compromise and settlement provided for in this Agreement, and each Party has freely decided to agree to the terms of this Agreement after receiving advice from his/her own counsel about the legal effect of this Agreement. 18. Acknowledgements. Plaintiff acknowledges that she has care?illy read and fully understands the provisions of this Agreement, had a reasonable time to consider it, 10 dms.us.53695002.01 had reasonable opportunity to discuss all of the provisions of this Agreement with her attorney, and entered into this Agreement voluntarily. 19. Severability. The Parties agree that if any provision of this Agreement is declared by any court of competentjurisdiction to be unenforceable, invalid, or illegal, such unenforceability, invalidity or illegality will not affect the enforceability, validity or legality of the remainder of this Agreement. 20. No Waiver. The failure of the City to insist in any one or more instances upon performance of any of the provisions of this Agreement or to pursue its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights. 21. Binding on Successors and Assigns. All of the terms and conditions of this Agreement shall be binding upon and shall inure to the bene?t of the Parties and their respective successors and assigns. 22. Countemarts. The Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one document. 1 dms.us.53695002.01 IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates indicated below. THE CITY OF SOUTH BEND By: ion 0 Dated: os/iz??ff/?o/q MAYOR PETE BUTTIGIEG By; tag/jig Dated: 1/1 KAREN DEPAEPE By: Dated: Lb? l\ 3 a0 dms.us.53695002.01