2014-10-20 Separation Agreement Between Island Transit and Martha Rose

8/10/2019 2014-10-20 Separation Agreement Between Island Transit and Martha Rose

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SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release ( Agreement ) is entered into between Island Transit

(including its directors, officers, employees, agents, and insurers, collectively referred to as

Island Transit ) and Martha Rose ( Rose ). Island Transit

and

Rose are sometimes referred to

collectively as the Parties. Therefore, Island Transit on the one hand and Rose on the other

hand, intending to be legally bound, agree as foiJows:

1.

Agreement Not Admission.

Rose agrees that

this

Agreement is not an admission

by Island Transit that it has violated any law or failed

to

fulfill any duty to Rose. It is

understood that this will

be

a public record and Island Transit may be required by law to release

the Agreement upon request.

2. Termination

of

Emolovment.

Rose and Island Transit agree that all aspects of

the employment relationship have ceased effective September 19 2014 (the Separation Date ).

3.

Release.

Rose accepts Island Transit's undertakings in this Agreement as

full

settlement of any and all claims, known or unknown, arising out of or related to Rose's

employment or association with Island Transit, including her separation from employment. This

release by Rose includes, but is not limited to, any claims for damages or attorney's fees, breach

ofcontract and/or estoppel, lost equity-based compensation or lost salary

or

other benefits, libel,

slander, fraud, misrepresentation, or wrongful discharge, discrimination and/or retaliation under

any federal, state or local statute or regulation, specifically including, but not limited to, any

claims Rose may have under the Fair Labor Standards Act, the Age Discrimination in

Employment Act ( ADEA''),

the

Americans with Disabilities Act, Title VII of the Civil Rights

Act, as amended, the Family and Medical Leave Act, the Washington Minimum Wage Act, the

Washington Law Against Discrimination, and the Employee Retirement Income Security Act of

1974 (other than claims for vested benefits). These claims are examples, not a complete list, of

the released claims, as it is the Parties' intent that Rose release

any

and all claims,

of

whatever

kind or nature, in exchange for the consideration by Island Transit identified in this Agreement.

The Parties realize this constitutes a full and finaJ settlement of any and all such claims, and

except for obligations arising under this Agreement, this Agreement releases Island Transit

(including Island Transit's directors, officers, employees, agents, and insurers, and anyone else

against whom Rose could assert a claim based on Rose's association with Island Transit,

including her separation from employment) from any further liability to Rose (or to anyone else

Rose has the power to bind in this Agreement) in connection with such claims.

4. ADEA Releue Rose acknowledges that she is knowingly and voluntarily waiving

and releasing any rights she may have under ADEA. Rose lso acknowledges that the consideration

identified in this Agreement is in addition to anything of value to which Rose w s already entitled.

Rose further acknowledges

that

she has been advised by this writing, as required by the ADEA, that

(a) this Agreement does not apply to any rights

or

claims that may arise after the execution date

of

this Agreement; (b) Rose should consult with an attorney prior to executing this Agreement;

(c) Rose has twenty-one {21) days to consider this Agreement (although Rose may choose

t

voluntarily execute this Agreement earlier and

to

waive such period of consideration); (d) Rose has

seven (7) days following the execution of this Agreement to revoke the Agreement; and (e) this

Agreement will not

be

effective until the date upon which the revocation period has expired, which


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will

e

the eighth day after this Agreement is executed by Rose ( Effective Date''). Nothing in this

Agreement prevents or precludes Rose from challenging or seeking a detennination in good faith of

the validity of his waiver under the ADEA, nor does it impose any condition precedent, penalties or

costs for doing so, unless specifically authorized by federal law To cancel this Agreement, Rose

understands that she must give a written revocation which must e received by Island Transit by

5:00p

.m. on the seventh day after this Agreement is signed by Rose, addressed to the following

individual at the following location:

Matthew R. Hendricks

402 5th Avenue South

Edmonds, W A 98020

If Rose revokes this Agreement under this paragraph, the Agreement will not become effective

or

enforceable and Rose

wiJI

not be entitled to any

of

the consideration set forth

in

this

Agreement.

5 Separation Payment

In consideration

of

executing this Agreement, Island

Transit acknowledges and agrees that it will continue

to

pay Rose her regular salary, subject to

lawful deductions, for two (2) months foJlowing her Separation Date, which payments will e

made

in

accordance with

her

regularly scheduled pay days as

set

forth

in

her Employment

Agreement.

6. Paymegt

o

a ~ t l o p Time The Parties acknowledge and agree that Rose has

accrued unused paid time offwith Island Transit, the value ofwhich totals eighty-eight thousand

one

hundred ninety dollars and forty cents ($88, 190.40), subject to lawful deductions. Rose

acknowledges and agrees that this unused paid time

off

that Rose has accrued with Island Transit

will

be

paid

in

monthly installments t Rose of the lesser

of

either eleven thousand dollars

($11,000) per month or the remaining amount due to Rose for payment in full of her accrued

unused paid time off. Such monthly installments will begin on February 15, 2015 and will

continue until her accrued unused paid time

off

is paid

in

full, and such payments will include

lawful deductions.

7. Insurance Benefib; Consideration Island Transit agrees that, through the end

of

2014,

it

will pay the regular employee share for Rose s Group Health

PPO

Plan full family

plan on which employer premiums are already prepaid through December 2014. As

consideration for entering into this Agreement, Island Transit further agrees that it will pay

the

regular insurance coverage payment for Rose s Group Health PPO Plan full family plan,

including the regular employee share, for January and February 2015. Nothing in this

Agreement is intended to

or

does create

any

other rights

or

obligations

of

any kind

on

the part

of

Island Transit with regard to

Rose s

regular insurance coverage, except those specificalJy

required by law.

8

Taxes

Rose specifically acknowledges and agrees that Island Transit has made

no

representations to her regarding the

tax

consequences of any amounts received by Rose for

Rose s benefit pursuant to this Agreement. Moreover, Rose understands and agrees that any tax

consequences and/or liability arising from the benefits identified in this Agreement shall be her

sole responsibility.


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9. Return of Agency Property. On or before the Effective Date, Rose

acknowledges and agrees

that

she will return to Island Transit all property and equipment

furnished to

or

prepared by Rose in the course of or incident to her employment by Island

Transit, including, without limitation, all automobiles, computers, keys, key cards, books,

manuals, records, reports, notes, contracts, research

data

or material, developments, and other

documents or materials, or copies thereof (including computer files), nd aH other proprietary

information belonging

or

relating to the business of Island Transit

or

any funding source of

Island Transit. Rose agrees to immediately reimburse Island Transit in the amount

of

191.00

for an airline ticket she purchased to return work from vacation in July, 2014.

10. Authority to EnterAgreement.

Rose represents

and

warrants that,

as of

the date

of

this Agreement, she is the true party in interest, that she

is

fully authorized to execute this

Agreement, and that she h s not sold, assigned, transferred, conveyed, or otherwise disposed

of

any rights surrendered by virtue

of

this Agreement.

.

Binding Effect.

This Agreement shall

be

binding upon and inure to the benefit

of

any heirs, legal representatives, successors and assigns

of

the Parties.

12. Attorneys' Fees. Jurisdiction. and Venue. This Agreement shall

be

construed

and enforced in accordance with, and governed by, the laws of the State of Washington, U.S.A.

Any action to enforce or interpret the terms

of

this Agreement,

or

any portion thereof, shall be

commenced exclusively through binding arbitration before an arbitrator

in

Seattle, Washington.

The Parties, by their signatures hereto, agree to submit to said arbitrator's jurisdiction and to

waive all defenses related to jurisdiction and venue. Excep t as prohibited by law, the prevailing

party in

any

arbitration brought to enforce

or

interpret the tenns

of

this Agreement,

or

any

portion thereof, shall

be

entitled to recover it s costs including reasonable attorneys' fees.

3 . GeneraL This Agreement (i) contains the entire understanding

of

he Parties with

respect to the subject matter covered; (ii) supersedes all prior or contemporaneous

understandings;

iii)

may only

be

amended in a written instrument signed by both Parties; and

(iv) shall be

governed by the laws

of

the State of Washington. Each

party

warrants that they are

the true parties in interest, and that they are fully authorized to execute this Agreement.

15. Survival. Rose acknowledges and agrees that if any provision

ofthis

Agreement,

or compliance by Rose or [stand Transit with any provision

of

this Agreement, constitutes a

violation

of

any law,

or

becomes unenforceable and/or void, the remaining provisions of this

Agreement will remain in full force and effect.

16.

Knowing

and

Voluntary Waiver.

Rose acknowledges that she has been advised

to consult with an attorney and has had an opportunity

to

do so before signing this Agreement,

which Rose has been given twenty-one (21) days to consider, and which she may revoke within

seven

7)

days after signing.

\\\\

3


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PLE SE RE D CAREFULLY. THIS IS A VOLUNTARY AGREEMENT THAT

INCLUDES A RELE SE

OF LL

KNOWN ND UNKNOWN CLAIMS.

ISLAND TRANSIT

M RTH ROSE

B y l t s ~ ( _ ~ . . , . ,

1(.'-. 0 \ . ~ Q t ) l \ , _

Date LO 11 P

11-0l f.

rth ose

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Documents

2014-10-20 Separation Agreement Between Island Transit and Martha Rose