SETTLEMENT AGREEMENT

AND
GENERAL RELEASE OF ALL CLAIMS

This Settlement Agreement And General Release of All Claims (“Agreement”) is made and
entered into between Denise Dale (“Dale”) and Kristyn Thurmond (“Thurmond”), on behalf of
themselves and their agents, heirs, executors and assigns (collectively referred to as "Releasors"), and
City of Concord (“the City”), on behalf of itself and past and present agents, employees, council
members, officers, independent contractors, assigns, insurers, representatives, attorneys, and all other
persons acting by, through, under or in concert with it (referred to collectively in this Agreement as
"Releasees").

This Agreement is fully binding on Dale and Thurmond once executed; however, the terms
and conditions of this Agreement as to the City are contingent on approval by vote of the City
Council, without which this Agreement has no force or effect on the City. The City agrees to seek
Council approval as soon as possible and approval shall be given no later than January 30, 2009 or
this Agreement shall be void at the discretion of Dale and Thurmond.

RECITALS

A. A dispute has arisen between Dale and Thurmond on the one hand and the City
and certain Releasees on the other, regarding Dale’s and Thurmond’s respective employment by
the City. Dale and Thurmond have retained counsel and allege claims for, inter alia, gender
discrimination, sexual harassment, retaliation, and related claims, each of which allegations the
City and Releasees deny. Dale and Thurmond have filed suit stating such claims in Contra Costa
Superior Court, Case No. C 07-02767 (the “Action”).

B. To settle their dispute and to avoid the costs and inconvenience of litigation, and with
the assistance of a neutral mediator, the parties have negotiated a settlement of the disputed claims
which is set forth below.

AGREEMENT

1. Waiver and Release. In consideration for the commitments made in this

Agreement by the City, each party knowingly and voluntarily releases and forever discharges the
other party and all Releasees of and from all claims contained in the Action referenced above any
and all claims or causes of action, known and unknown (“Claims”), which either party has or may
have against the other as of the date of execution of this Settlement Agreement and General Release
Of All Claims, including, but not limited to, any alleged violation of:

Title VII of the Civil Rights Act of 1964, as amended;

The Civil Rights Act of 1991;

CONFIDENTIAL SETTLEMENT AGREEMENT AND GENERAL RELEASE Page 1

 Sections 1981 through 1988 of Title 42 of the United States Code, as amended;

The Americans with Disabilities Act of 1990, as amended;

The Occupational Safety and Health Act, as amended, or the California

Occupational Safety and Health Act, as amended;

The California Fair Employment and Housing Act, as amended;

Any other federal, state or local law, regulation or ordinance which may lawfully
be released;

Any public policy, contract, tort, or common law; or

Any claim for costs, fees, or other expenses including attorneys’ fees incurred in
these matters.

It is the parties’ mutual intent to fully and finally release all claims, of any nature whatsoever,
that they may have against one another. Dale and Thurmond, on behalf of themselves and
Releasors, hereby release the City and Releasees, and the City, on behalf of itself and Releasees,
hereby releases Dale and Thurmond of and from any and all claims arising out of or related to
any matter, including but not limited to Dale’s and Thurmond’s employment by the City, any
conduct of any Releasee or Releasor prior to, during or subsequent to Dale’s and Thurmond’s
employment by the City (whether related to City business or not) , and Dale’s and Thurmond’s
separation from active or actual employment with the City (hereinafter collectively referred to as
"Claim" or "Claims"), whether known or unknown, which either party may now have, has ever
had, or may in the future have, arising from or in any way connected with any and all matters
from the beginning of time to the date hereof. Notwithstanding the foregoing, the parties agree
that the scope of this release does not apply to any claims for unemployment insurance benefits,
claims for indemnification of employee’s costs or expenses pursuant to California Labor Code
Section 2802, or workers’ compensation benefits except as specifically set out in paragraph 2
below.

2. Consideration to Dale. For and in consideration of the release and

commitments made herein by Dale, the City agrees to pay Dale the total sum of Two Hundred and
Fifty Thousand Dollars and No Cents ($250,000.00) (“the Payment”). The Payment shall be made
by a bank draft payable to Dale’s counsel as follows: to “The Client Trust Account of Casper,
Meadows, Schwartz & Cook,” reportable by IRS Form 1099.

Unless otherwise agreed by the parties mutually in writing, the Payment shall be delivered to
counsel for Dale within 30 days of Council approval of this Agreement, assuming receipt by the
City’s representative, Kathleen Maylin of Jackson Lewis LLP, of the original of this Agreement fully
executed by Dale, Thurmond, and their counsel, and further provided counsel has provided to the

CONFIDENTIAL SETTLEMENT AGREEMENT AND GENERAL RELEASE Page 2

City their tax identification numbers. Dale and her attorneys, Stan Casper and Toni Lisoni,
acknowledge and agree they have sole responsibility for the appropriate payment of any taxes,
interest or penalties arising from the Payment. The City makes no representation as to the taxability
of the Payment. Dale and her attorneys agree to indemnify and hold harmless the City and all
Releasees in the event the Internal Revenue Service or any other taxing authority assesses any taxes,
excise taxes, penalties or interest against the City or any Releasee as a result of the Payment. The
City will notify Dale and her attorneys in a timely manner of any taxes, excise taxes, penalties or
interest prior to paying such so that the appropriate party will have a reasonable opportunity to
defend against such assessments.

Workers’ Compensation Claims Compromise and Release. For and in further

consideration of the release and commitments made herein, the City and Dale agree to execute a
Compromise and Release to be submitted to the Workers’ Compensation Appeals Board that settles
any and all pending or contemplated Workers’ Compensation claims filed by Dale against the City
for the sum of Fifty Thousand and No Cents ($50,000.00), as set out in the Compromise and Release
and accompanying Addendum attached to this Agreement as Attachment A and incorporated fully by
reference herein. Dale and the City expressly agree to all terms set forth the Compromise and
Release and accompanying Addendum. The City and Dale further agree to execute a Compromise
and Release to be submitted to the Workers’ Compensation Appeals Board regarding Dale’s
November 18, 2003 heart claim that settles any claim under Labor Code 3212 for injury to the heart
following termination of service by Dale with the City, but with the exclusion that future medical
payments are left open, as set out in the Compromise and Release and accompanying Addendum
attached to this Agreement as Attachment B and incorporated fully by reference herein. Dale and the
City expressly agree to all terms set forth the Compromise and Release and accompanying
Addendum.

CalPERS Disability Retirement Benefits. The City further agrees to file an amended
determination with CalPERS concerning Dale’s November 27, 2007 application for a CalPERS
industrial disability retirement pension. The City’s amendment will certify Dale’s eligibility for a
CalPERS industrial disability retirement pension effective February 1, 2009 or as soon as
administratively practicable. The parties understand and agree that Dale being deemed eligible for
such retirement benefits and corresponding medical coverage through the CalPERS industrial
disability retirement pension plan is a material term of this Agreement, and that should such benefits
not accrue to Dale, exclusive of her own failure to cooperate or participate in the application process
or otherwise fail to take action to maintain such benefits, then this Agreement is to be considered
null and void and Dale and her attorneys shall return all consideration tendered by the City within
seven days of Dale voiding this Agreement. The City will inform CalPERS that Dale’s service
credit runs from her date of hire on August 30, 1993 to her date of retirement on February 1, 2009.
Dale agrees to withdraw her July 3, 2008 appeal of the City’s initial determination on her application
for a CalPERS industrial disability retirement pension. Dale understands and agrees that the terms
under this paragraph constitute a full and complete exhaustion of the City’s duties under the Public
Employment Retirement Law, as amended, and Dale waives any known or unknown claims she has
or might have against the City under the Public Employment Retirement Law, as amended. The City

CONFIDENTIAL SETTLEMENT AGREEMENT AND GENERAL RELEASE Page 3

agrees to maintain Dale’s medical benefit coverage, as it exists as of the date of execution of this
Agreement, through the effective date of her disability retirement benefits.

No Other Form of Benefits or Compensation Provided By, Through, or As a Function

of Dale’s City Employment: For and in further consideration of the commitments made herein,
Dale agrees that she is not entitled to and shall not apply for or receive any other form of benefit or
compensation provided by, through, or as a function of Dale’s employment with the City not
expressly provided for in this Agreement, including but not limited to long term disability benefits.
Dale further agrees that should she have already applied for or is receiving such other form of benefit
or compensation, she will withdraw or terminate such application, benefit, or compensation with
prejudice within two business days of her execution of this Agreement.

3. Consideration to Thurmond

For and in consideration of the release and commitments made herein by Thurmond, the City
agrees to waive recovery of its attorneys’ fees and costs expended in defending the Action as to
Thurmond’s claims, and gives Thurmond no monetary consideration. Thurmond agrees to dismiss
her claims against the City with prejudice and releases the City and Releasors of all claims as set
forth in paragraph 1 above.

4. No Consideration Absent Execution and Fulfillment of this Agreement.

Dale understands and agrees she would not receive the monies and other
consideration specified in paragraph 2 except for her execution of this Agreement and the fulfillment
of the promises it contains. Thurmond understands and agrees she would not receive the
consideration specified in paragraph 3 except for her execution of this Agreement and the fulfillment
of the promises it contains.

5. Waiver of California Civil Code § 1542. To affect a full and complete

release as described above, each party expressly waives and relinquishes all rights and benefits of
section 1542 of the Civil Code of the State of California, and does so understanding and
acknowledging the significance and consequence of specifically waiving section 1542. Section
1542 of the California Civil Code states:

A general release does not extend to claims which the creditor

does not know or suspect to exist in his or her favor at the time
of executing the release, which if known by him or her must
have materially affected his or her settlement with the debtor.

Thus, notwithstanding the provisions of section 1542, and to implement a full and complete release
of all claims, each party expressly acknowledges this Confidential Settlement Agreement and
General Release is intended to include in its effect, without limitation, all Claims each party does not
know or suspect to exist in their favor at the time of signing this Agreement, and that this Agreement

CONFIDENTIAL SETTLEMENT AGREEMENT AND GENERAL RELEASE Page 4

contemplates the extinguishment of any such Claim or Claims. Each party warrants they have read
this Confidential Settlement Agreement and General Release, including this waiver of California
Civil Code section 1542, and have consulted counsel about this Agreement and specifically about
this waiver of section 1542, and that they understand this Agreement and the section 1542 waiver.
Each party therefore freely and knowingly enters into this Confidential Settlement Agreement and
General Release. Each party acknowledges they may later discover facts different from or in
addition to those they now know or believe to be true regarding the matters released or described in
this Agreement, and even so each party agrees the releases and agreements contained in this
Agreement shall remain effective in all respects notwithstanding any later discovery of any different
or additional facts. Each party assumes any and all risk of any mistake in connection with the true
facts involved in the matters, disputes or controversies described in this Agreement or with regard to
any facts now unknown to each party relating to those matters.

6. General Release. Each party agrees and understands this Agreement provides
a full and final general release covering all known and unknown and anticipated and unanticipated
injuries, debts, claims or damages which may have arisen, or which may arise, connected with all
matters from the beginning of time to the date of this Agreement, as well as those injuries, debts,
claims or damages now known or disclosed which may have arisen, or which may arise, from Dale’s
and Thurmond’s respective employment by the City or their leave or separation from employment.

7. No Admissions. Each party agrees and understands this Agreement

constitutes a compromise settlement of disputed claims. The furnishing of the consideration for this
Agreement shall not at any time for any purpose be deemed or construed by Dale, Thurmond, or by
anyone else as an admission of liability or responsibility by the City or by any of the Releasees. Each
party further agrees and understands that Dale, Thurmond, and the City enter into this Agreement
solely for the purpose of avoiding the expense and inconvenience of litigation. The City for itself
and for any and all Releasees, expressly denies and disclaims any liability for any and all Claims.

8. Affirmations. Dale and Thurmond affirm they have no Claim or Claims

against the City or any of the Releasees pending in any forum except as specifically set forth in this
Agreement. Dale and Thurmond affirm they have been paid or have received all leave (paid or
unpaid), compensation, wages, or benefits to which they may be entitled and that no other leave (paid
or unpaid), compensation, wages, or benefits are due to them except as provided in this Agreement.
Dale and Thurmond further affirm they have no known workplace injuries or occupational diseases
that have not already been submitted to or adjudicated by the California Worker’s Compensation
Appeals Board, and that they have been provided or have not been denied any leave requested under
the Family and Medical Leave Act, the California Family Rights Act, or any other arguably
applicable law. Dale and Thurmond affirm they have not incurred any unreimbursed expenses that
would be reimbursable under Labor Code Section 2802.

9. Confidential Agreement. Dale and Thurmond represent and agree that,

except as set forth herein or as allowed by law, they will keep the terms and the amount of this
Agreement confidential.

CONFIDENTIAL SETTLEMENT AGREEMENT AND GENERAL RELEASE Page 5

 (a) Except as allowed by law or as otherwise set forth herein, neither Dale,
Thurmond, nor any of their representatives, including but not limited to their attorneys or their
accountants, will hereafter disclose or publicize, directly or indirectly, any information regarding the
terms or the amount of this Agreement to any person, body or entity, including, but by no means
limited to, any past, present or prospective employee of or applicant for employment with the City or
any of its vendors or other individual, business, or entity associated or connected with City business.

(b) Dale shall be permitted to disclose the amount and terms of this Agreement
only to her attorneys, accountants, or financial advisors or as otherwise expressly allowed, required
or compelled by law, and then only after such persons to whom information may be disclosed under
this Agreement also agree not to disclose or publicize in any way any information regarding the
terms or amount of this Agreement.

(c) Notwithstanding any other provision hereof, this Agreement may be disclosed
in any action brought to remedy a breach of this Agreement. Such disclosure shall be limited to
those provisions necessary to remedy the breach.

10. Non-Participation in Proceedings Against the City. Dale and Thurmond

agree and understand that, except as may be required by subpoena, court order or other force of law,
they shall not in any way assist any individual or entity in commencing or prosecuting any action or
proceeding against the City or any of its employees or against any Releasee, nor in any way
participate or cooperate in any such action or proceeding, including any trial, pretrial preparation,
prelitigation fact-gathering or administrative agency proceeding. Absent legal compulsion, this
Agreement bars Dale and Thurmond from testifying, providing documents or information, advising,
counseling or providing any other form of assistance to any person or entity who wishes to make or
who is making any claim against the City or any of its employees or against any Releasee.
Notwithstanding the foregoing, nothing herein shall be construed so as to preclude Dale and
Thurmond from filing any charge with, or from participating in any investigation of a charge
conducted by, any government agency. Dale and Thurmond nevertheless understand that because of
the waiver and general release they freely provide by signing this Confidential Settlement Agreement
and General Release, they cannot obtain any monetary relief or recovery from the City or any of its
employees or any Releasee in any proceeding other than as provided in this Agreement.

11. Statement Regarding Dispute. In the event of any inquiry about the disputed
matters resolved by this Agreement, Dale and Thurmond agree to respond only that the matter was
resolved.

12. Dismissal of Action and No Assignment of Claims. Dale and Thurmond

agree to provide counsel for the City an executed Request for Dismissal with Prejudice of the civil
action filed in Contra Costa Superior Court, Case No. C 07-02767, within five days of their
counsel’s receipt of the Payment. Dale and Thurmond represent they have not heretofore assigned or

CONFIDENTIAL SETTLEMENT AGREEMENT AND GENERAL RELEASE Page 6

transferred, nor purported to assign or transfer, to any person or entity, any Claim or any portion
thereof or any interest therein.

13. No Reliance on Representations. Dale and Thurmond acknowledge that in

entering this Agreement, they do not rely and have not relied upon any representation or statement
made by the City, any Releasee, or by any of the City’s agents, representatives or attorneys, with
regard to the subject matter, basis, or effect of this Agreement or otherwise, except as expressly
stated in this Agreement.

14. Governing Law. This Agreement is made and entered into in the State of
California, and shall in all respects be interpreted, enforced and governed under California law.

15. Severability. Should any provision of this Agreement be declared or

determined by any court to be illegal or invalid, the validity of the remaining parts, terms or
provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be
deemed not to be a part of this Agreement.

16. Integration and Amendment. This Agreement sets forth the entire
agreement between the parties hereto and fully supersedes any and all prior agreements or
understandings between the parties hereto. Any modification or amendment to this Agreement must
be in writing and must be signed and dated by all of the parties, and must explicitly state it is
intended to be an amendment to or modification of this Agreement.

17. Rule of Construction. Counsel for the respective parties have reviewed and
participated in the drafting of this Agreement. Consequently, the rule of construction that
ambiguities shall be resolved against the drafter shall not be used or applied in the interpretation of
this Agreement.

18. Waiver of Breach. If any party to this Agreement waives a breach of one of
the provisions of this Agreement by any other party, that waiver shall neither operate nor be
construed as a waiver of any subsequent similar breach of any provision of this Agreement.

19. Binding Agreement. This Agreement shall be binding upon each party to it
and upon each of such party's heirs, administrators, representatives, insurers, executors, successors
and assigns, and shall inure to the benefit of each other party and of Releasees and each of them, and
to their heirs, administrators, representatives, insurers, executors, successors and assigns. The parties
intend that this document be enforceable pursuant to CCP section 664.6, and that it constitutes a
binding contract.

20. Execution in Counterparts. This Agreement may be executed in one or

more counterparts, each of which shall be deemed an original and all of which shall constitute one
single instrument. Where convenient for the parties to do so, the signed signature pages may be

CONFIDENTIAL SETTLEMENT AGREEMENT AND GENERAL RELEASE Page 7

facsimile transmissions or email attachment copies. The parties agree their signatures on the
facsimile transmissions or email attachments shall be fully binding upon them in the same manner as
if the parties had each signed the same original document.

21. Arbitration and Attorneys’ Fees and Costs for Enforcement of This
Agreement. If any Party breaches the terms of this Agreement, the parties agree that such and any
dispute regarding this Agreement will be submitted to binding arbitration via the JAMS EnDispute
processes. The Parties further agree that the prevailing party may be entitled to reasonable attorney’s
fees and costs relating to that enforcement action at the discretion of the arbitrator.

22. Resignation and No Future Employment. Because the Parties contemplate

an unequivocal, complete and final dissolution of their relationship, Dale acknowledges and agrees
that her execution of this Agreement shall be deemed her agreement to voluntarily and irrevocably
separate from employment with the City via the City’s agreement certify Dale’s eligibility for a
CalPERS industrial disability retirement pension to be effective on February 1, 2009, pursuant to the
terms set forth in paragraph 2 of this Agreement, if said effective date is administratively practicable
for determination of Dale’s retirement disability application. Dale further agrees she will not later be
re-employed by the City and she will not seek re-employment with the City or any Releasee. The
City acknowledges that should Dale become employed as an EMT for a company that contracts with
the City to provide such services, such employment with an independent contractor shall not be
considered a breach of this paragraph.

Because the Parties contemplate an unequivocal, complete and final dissolution of

their relationship, Thurmond acknowledges and agrees that her execution of this Agreement shall be
deemed her agreement to not later be re-employed by the City and that she will not seek re-
employment with the City or any Releasee.

23. Return of City Property. Dale and Thurmond agree to return, destroy or
delete all City property and documents, including electronic information, with seven days of the
execution of this Agreement, and aver that they have not disseminated any City information or
documents as of the date of the execution of this Agreement, and agree that they will not do so in the
future.

///

///

///

///

///

CONFIDENTIAL SETTLEMENT AGREEMENT AND GENERAL RELEASE Page 8