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EMPLOYEE SEPARATION AGREEMENT AND GENERAL RELEASE THIS SEPARATION AGREEMENT AND GENERAL RELEASE is made and entered into this day of -di: . 19 rs: by and between the City of Moscow, a municipal corpo ion o the State of Idaho (heremafter referred to as "City"), and William A. Smith (hereinafter referred to as "Employee"). RECITALS WHEREAS, the City employed the services of Employee as City Supervisor; and WHEREAS, the Employee has contracted a debilitating disease which has had an effect on his ability to discharge his duties as City Supervisor; and WHEREAS, a dispute exists between the City and the Employee regarding the ability of the Employee to satisfactorily discharge his duties as City Supervisor; and WHEREAS, the City Council and the Employee agree that a fair and equitable separation would be in the best interest of both parties under the terms and conditions contained herein. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises contained below, the Employer and Employee mutually agree as follows: 1. RESIGNATION. Employee hereby agrees to resign his position as City Supervisor upon the signing of this Agreement, said resignation to be effective July 1, 1995. 2. OLDER WORKERS BENEFIT PROTECTION ACT. City shall comply with the Older Workers Benefit Protection Act, 29 U.S.C. §621. This Agreement provides employee benefits in excess of the regular compensation to which Employee would be entitled under such law, consisting of medical insurance and premium reimbursement. This Agreement shall become effective on the date of execution. However, consistent with the Older Workers Benefit Protection Act, 29 U.S. C. §621, it may be revoked by Employee at any time within seven days after the date of Employee's signature on this Agreement. 3. MEDICAL BENEFITS. Employer and Employee recognize that Employee is legally entitled under COBRA to continue existing medical benefits on a self payment basis. City hereby agrees to provide Employee with the following medical benefits: EMPLOYEE SEPARATION AGREEMENT AND GENERAL RELEASE Page 1 95-62 ---PAGE BREAK--- A. COBRA: The City agrees to continue to provide Employee (but not Employee's dependents) with medical benefits under its medical insurance program for a period of eighteen (18) months from and after the effective date of Employee's resignation. Such medical benefits shall be provided on the same basis as those provided to other existing City employees. Such payment of premiums City shall qualify as employer-provided coverage under the provisions of 26 US. C. §106. B. Post-COBRA, but prior to approval for state or federal medical benefits plan provided on basis other than age: At the expiration of the above provided eighteen ( 18) months, City shall either pay or reimburse Employee (at the City's option) for the medical insurance premiums paid by, or incurred by, Employee up to an amount that does not exceed a total reimbursement of Two Thousand Five Hundred Dollars ($2,500.00) per year. Such payment of premiums or reimbursement by City shall qualify as employer-provided coverage under the provisions of 26 U.S.C. §106. Employee shall obtain medical insurance of his choice. Such payments shall terminate upon Employee's approval for a state or federal medical benefits plan. (ie. Medicare) C. Post-Approval for state or federal medical benefits plan provided on basis other than age: In the event that medical benefits plan is provided to Employee by either the federal government or the state of Idaho (i.e. Medicare), the City shall either pay or reimburse Employee (at the City's option) for supplemental medical insurance premiums paid by, or incurred by, Employee up to an amount that does not exceed a total reimbursement of Two Thousand Five Hundred Dollars ($2,500.00) per year. Such payment of premiums or reimbursement by City shall qualify as employer-provided coverage under the provisions of 26 U.S.C. § 106. Employee shall obtain such supplemental insurance of his choice. Employee shall take all reasonable steps necessary to participate in such federal or state medical benefit plan. City's requirement to pay or reimburse Employee for COBRA premiums, primary medical insurance premiums or supplemental medical insurance premiums shall terminate: A. Upon Employee's eligibility for a federal or state medical benefit plan based upon Employee's age; or B. Upon Employee's attainment of the age of sixty-five years; or C. Upon Employee's death. EMPLOYEE SEPARATION AGREEMENT AND GENERAL RELEASE Page2 ---PAGE BREAK--- 4. LIFE INSURANCE. A. Standard Group Term Life Insurance. The City shall take steps necessary to facilitate Employee's continuation of the Standard Term Life Insurance Policy pursuant to the terms of such policy regarding disability of Employee. The City shall continue to make premium payments on said policy until the disability waiver of premium takes effect, PROVIDED that if said premium waiver does not take effect, the City shall continue to pay such premiums subject to reimbursement by Employee. PROVIDED further that the City shall be entitled to reimbursement from Standard for such premiums made during such period of Employee's disability, which premiums have not been previously reimbursed by Employee. PROVIDED further that the City's obligations pursuant to this paragraph shall be governed by the terms of the Standard Group Term Life Insurance Policy. B. PERSI Group Term Life Insurance. The City shall take all steps necessary to facilitate Employee's continuation of Employee's optional PERSI Term Life Insurance pursuant to the terms of such policy regarding disability of Employee. PROVIDED that the Employee shall be responsible for payment of the premiums of such insurance. 5. CONFIDENTIAL INFORMATION. Employee understands and agrees that in the course of employment with the city he has acquired a great deal of confidential information concerning the City's involvement with property acquisitions, and pending litigation, which information Employee understands and agrees could be damaging to the City if disclosed to any adverse party. Employee agrees that he will keep such information confidential. However, any information previously disclosed by the City to any member of the public is not secret and confidential. If Employee receives a subpoena, court order or other third-party directive to disclose secret or confidential information, Employee shall provide the City with reasonable notice thereof and the City may act on Employee's behalf if it desires to protect its confidences. 6. MUTUAL RELEASE. Except as provided by Article 5 hereinabove, each party thereto releases the other party, and holds such party harmless, for any and all claims, demands, causes of action, actions, rights, liabilities, contract obligations, damages, attorneys fees, costs, torts, suits, at law or in equity or otherwise, whether direct or indirect and include, without limitation, all claims alleged or that could have been alleged arising out of Employee's employment by or work for City prior to this Agreement, or pursuant to his separation therefrom. Employee specifically waives any right to make claim under, and specifically releases the City from, any claims or causes of action pursuant to any state or federal statute or regulation, including without limitation: Americans with Disabilities Act, 42 US. C. 1983, etc. 7. CITY TO DEFEND EMPLOYEE. Notwithstanding any other provision of this Agreement to the contrary, the City shall defend and hold harmless the Employee EMPLOYEE SEPARATION AGREEMENT AND GENERAL RELEASE Page3 ---PAGE BREAK--- from any and all claims, damages, lawsuits or other actions ansmg from his pnor employment with the City. 8. ATTORNEY FEES. In the event legal or equitable action is instituted by any party hereto to enforce this Agreement, or any part thereof, or to recover damages for any breach thereof, the prevailing party or parties in such suit or action shall be entitled to recover their reasonable attorney fees in said suit or action, to be fixed by the court, in addition to their costs and disbursements in such action. 9. BINDING E FFECT. This Agreement shall be binding upon and inure to the benefit of the parties hereto. 10. SEVERABILITY. If any provision, or any portion thereof, contained in this Agreement is held unconstitutional, invalid or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable, shall not be affected and shall remain in full force and effect. This Agreement shall survive the termination of any arrangements contained herein. 11. EMPLOYEE'S REVIEW. Employee represents that he has read and understands the provisions of this Agreement and General Release, that he has had an opportunity to review this Agreement and General Release with legal counsel, and acknowledges that in executing this Settlement Agreement and General Release he does not rely, and has not relied, upon any representation or statement not set forth herein. This Agreement and General Release sets forth the entire agreement between the parties hereto, and fully supersedes any and all prior agreements or understandings between the parties hereto pertaining to the subject matter hereof. 12. EFFECTIVE DATE. This Agreement shall become effective commencing the date of execution. IN WITNESS WHEREOF, the City of Moscow has caused this Agreement to be signed and executed in its behalf by its Mayor, duly attested by its Clerk, and the Employee has signed and executed this Agreement the day and year above written.