SETTLEMENT

AGREEMENT

AND MUTUAL RELEASE

Londi K. Lindell ("Lindell") and the City of Mercer Island (and its officers, elected officials, employees, agents, and insurers, including, but not limited to, Mercer Island City Manager Richard Conrad, Mercer Island Mayor James Pearman, Mercer Island Deputy Mayor Ernest Jahncke, and Mercer Island Finance Director Charles Corder, each in both their individual and official capacities but together collectively referred to, along with the municipal entity the City of Mercer Island, as the "City") desire to settle and resolve all possible disputes arising out of or related in any way to Lindell's employment with the City and/or Lindell's separation from that employment. Lindell and the City are sometimes referred to in this Agreement as the «parties." Based on their desire to resolve their disputes, the parties now agree as follows: 1. Agreement N o( Admission. This Agreement is not an admission by the City that it has violated any law or failed to fulfill any duty to Lindell. Likewise, this Agreement is not an admission by Lindell that she has violated any law or failed to fulfill any duty to the City. 2. Mutual Release a. Release of Claims by Lindell. Lindell accepts the undertakings of the City in this Agreement as full settlement of any and all claims she has or may have against the City, other than those claims identified in 2(a)(i), which will not be affected by this Agreement. Other than those claims identified in ~ 2(a)(i), this Agreement releases all claims known or unknown. arising out of or related, directly or indirectly, to her employment with the City of Mercer Island, her separation from that employment, and any and all other claims of whatever kind or nature that Lindell may have against the City for anything that has occurred up to the date of execution of this Agreement. This release includes, but is not limited to, any claims for damages or attorney's fees, for emotional distress benefits, retaliation, wrongful termination, harassment, or discrimination based upon disability. national origin, sex, age, or any other violation of any equal employment opportunity law, ordinance, rule, regulation, or order (including, but not limited to: Title vn of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991~ Washington's Law Against Discrimination; the Employee Retirement Income Security Act of 1974, as amended; Of any other federal, state, or local Jaws or regulations regarding employment discrimination or termination of employment), wrongful discharge, fraud, misrepresentation, violation or deprivation of state of federal constitutional rights, or any other claim under any statute, rule, regulation or under the common law (including, but not limited to: 42 U.S.C. § 1983; 42 V.S.C. § 1985; 42 U.S.C. § 2000(e); chapter 49.60 RCW~ chapter 42.30 RCW; and chapter 42.56 RCW). These claims are examples, not a complete list, of the released claims, as it is the parties' intent that Lindell release any and all claims, other than those identified in ~ 2(a)(i), of whatever kind or nature, ill exchange for the undertakings in this Agreement by the City. Lindell realizes this constitutes a full and final settlement of any and all such claims. and except for obligations arising under this Agreement, this settlement releases the City (and its officers, elected officials, employees, agents, and insurers) from any further liability to Lindell (or to anyone else she has power to bind in this settlement) in connection with

'1

_...~

,..;:.:;;:?::...~ ;

,.,..--

PAGE I or 5

"·/·~~'NlrIALS

such claims, including any claims by Lindell, or anyone acting on her behalf, under the Washington State Public Records Act, chapter 42.56 RCW, which may have accrued but have not yet been asserted by Lindell.

i. Non-Released Claims by Lindell. The release put forth in ~ 2(a) does not apply to those claims by Lindell for penalties made pursuant to the Washington State Public Records Act ("PRA"), chapter 42.56 RCW, which were decided by the United States District Court for the Western District of Washington in the lawsuit Londi Lindell v. City of Mercer Island. ct al., Cause No. C08-1827JLR on June 27, 2011. and claims by Lindell for attorney's fees and costs made pursuant to the PRA currently awaiting decision before the United States District Court for the Western District of Washington in the lawsuit Londi Lindell v. City of Mercer Island. et a1., Cause No. C08-1827JLR. The parties agree that these claims (and only these claims) should be resolved by a court of law, with the right of appeal preserved. unless the parties later agree to settle these claims and Lindell releases the City from any liability related to them. However, Lindell understands and agrees that upon execution of this Agreement and as part of the release set forth in 1 2(a) above, she and anyone acting on her behalf, automatically withdraws all accrued but unasserted PRA requests against the City and its insurer.
b. Release of Claims by City. The City accepts the undertakings of Lindell in this Agreement as full settlement of any and all claims, known or unknown, arising out of or related, directly or indirectly, to Lindell's employment with the City of Mercer Island, her separation from that employment, and any and all other claims of whatever kind or nature that the City may have against Lindell. including any claims for attorney's fees and costs. This release includes, but is not limited to any claims for breach of fiduciary duty, or violation of any provision of chapter 42.23 RCW. These claims are examples, not a complete list, of the released claims, as it is the parties' intent that the City release any and all claims, of whatever kind or nature, in exchange for the undertakings ill this Agreement by Lindell. The City realizes this constitutes a full and final settlement of any and all such claims, and except for obligations arising under this Agreement, this settlement releases Lindell, and any other related entity (her agents, insurers, and anyone else against whom the City could assert a claim based 011 Lindell's conduct as an employee of the City) from any further liability to the City (or to anyone else the City has power to bind in this settlement) in connection with such claims. 3. Settlement Payment. The City agrees to pay to Lindell the total sum of one million dollars ($1,000,000) as fun consideration for the settlement of any and all claims released in paragraphs 2(a) above, payable within ten (10) days after the date this Agreement is fully executed. The City agrees that release by Lindell of the claims described in paragraph 2(a) above is full and fair consideration for the release by the City of the claims described in paragraph 2(b), above, and that no further payment is required. 4. Personnel File. The parties agree that Lindell's personnel file and other employment records shall reflect that she resigned from her employment with the City. ->>
~.
_.
I'AGE20r 5

I.!NOELL INI11ALS

crrv

INITIAl.S

S. Outplacement

Services. The City shall enter into a Professional Services Agreement with Greg Prothman of Prothman Solutions to provide necessary executive search and consulting services to Ms. Lindell to assist her in locating replacement employment, which contract shall be for a period of one year from the date of execution of the professional services agreement or until Ms. Lindell finds replacement employment, whichever date occurs first. The cost of Prothman Solutions providing executive search and consulting services to Ms. Lindell will be paid by the City and will not exceed $15,000.

6. Press Release. The parties will deliver to mutually agreed-upon media sources the joint press release attached to this Agreement as Exhibit A, within two (2) days of the full execution of this Agreement. 7. Reference Checks. Linden agrees that she will direct prospective employers to call Parks Director Bruce Fletcher to respond to reference calls regarding Linden's employment with the City, and her separation from employment. Mr. Fletcher will confirm Lindell's dates of employment. job title, last salary, and state that Ms. Lindell resigned in April 2008. Mr. Fletcher will further state he does have available the letter of reference by Richard Conrad (Exhibit 8) and Lindell's last performance evaluation. He can provide those if requested. If asked for further information (i.e. "is she eligible for rehire?" "Were there any issues or problems we should be aware of?" etc.), Mr. Fletcher will simply state that the only other information available is Lindell's last performance evaluation and letter of reference. If a prospective employer calls any of the individually named defendants, Katie Knight, or Kryss Segle, and identifies that they are a prospective employer and are interested in interviewing or possibly hiring Ms. Lindell, the individually named defendants will not respond in a negative way and will direct the cal1 to Mr. Fletcher. 8. Letter of Reference. Richard Conrad will fully execute the letter of reference attached to this Agreement as Exhibit B and provide a copy to Lindell, and to Bruce Fletcher to provide to prospective employers, if requested. 9. Taxes. Lindell and the City agree that the above payment will be characterized as 1099 damages. Lindell agrees that the City makes no representation as to any tax consequences arising from the above payment. Moreover, Lindell understands and agrees that any tax consequences andlor liability arising from the settlement payment shall be her sole responsibility. Further, Lindell agrees to fully and completely indemnify and hold harmless the City for any and all tax liability, of whatever kind or nature, the City may incur as a result of the above payment andlor its characterization.

to. Authority to Enter Agreement. Each of the parties represents and warrants that, as of the date of this Agreement, any person executing this Agreement is the true party in interest, is fully authorized to execute tills Agreement, and that the person has not sold, assigned, transferred, conveyed. or otherwise disposed of any tights surrendered by virtue of this
Agreement.

~ PAGE J OF 5

___ .. LL:---CITY INITIAl S

liNDELL IN1T1Al.s

1 J. Binding Eff«t. This Agreement shall be binding upon and inure to the benefit of any heirs, legal representatives, successors and assigns both of Lindell and of the City.
12. Dispute Resolution. Any dispute regarding the terms of this Agreement will be arbitrated before the Honorable Thomas S. Zilly, whose decisions shall be final. The parties will bear

their own fees and costs, including but not limited to all attorney's fees. 13. Entire Acreement. This Agreement (a) contains the entire understanding of the parties with respect to the subject matter covered; (b) supersedes all prior and contemporaneous understandings; and (c) may only be amended in a written instrument signed by the parties.
14. Knowing and Voluntary Waiver. The parties acknowledge that they have been advised to consult with an attorney and have had an opportunity to do so before signing this Agreement,

which they have been given a reasonable period of time to consider.

The City of Mercer Island
._ -----=z
r---r ___

.:iotdi~
Date

.---')

By'" -~~--, ~-.--,----.
.

Its:

.....

.........

---

4tJr-.

IL

Date Richard Conrad Date James Pearman Date

Ernest Jahncke
Date

11. Binding Effed. This Agreement shall be binding upon and inure to the benefit of any heirs, legal representatives, successors and assigns both of Lindell and of the City. 12. Dispute Resolution .. Any dispute regarding the terms of this Agreement will be arbitrated before the Honorable Thomas S. Zilly, whose decisions shall be final. The parties will bear their own fees and costs, including but not limited to all attorney's fees. 13. Entire Agreement. This Agreement (a) contains the entire understanding of the parties with respect to the subject matter covered; (b) supersedes all prior and contemporaneous understandings; and (c) may only be amended in a written instrument signed by the parties. 14. KnowiDg aDd Voluntary Waiver. The parties acknowledge that they have been advised to consultwith an attorney and have had an opportunity to do so before signing this Agreement, which they have been given a reasonable period oftime to consider.

The City of Mercer Island

Londi K. Lindell Date

7ll2c/'
PAGE 4 OF S

J

LINDELL

INITIALS

CITY iNiTIALS

Charles Corder [)ate

7-1..2..-11
.

PAOESOF

S

LINDELL INITIALS CITY INITIALS

EXHIBIT A

Today Londi Lindell and the City of Mercer Island announce that they have resolved their claims. After three years, the parties have mutually agreed to a settlement that fully and completely resolves all of the claims that were scheduled for trial commencing June 10, 2011. This settlement was achieved after a lot of hard work by both sides. Although the parties continue to disagree about why certain actions were or were not taken, certain events in the past few weeks prompted this outcome. First, the Court limited the parties to a total trial time of five days, which both parties felt significantly limited the amount of evidence they could present. With trial imminent, the Court had not issued key Orders on pivotal issues in the case, so both sides had continued uncertainty about what claims, if any, would proceed to trial. Further, the parties recognized the very real possibility that no matter who prevailed at trial, it was quite likely an appeal would be filed which would indefinitely delay this matter for years and might require a re-trial. Finally, after a lengthy court-ordered settlement conference it was clear that both sides recognized that it was time to put this behind them and move forward. Today, they have done that, and they did it by working cooperatively together in the spirit of compromise. The City thanks Ms. Lindell for her lengthy service to Mercer Island and wishes her good luck in her future career endeavors, and Ms. Lindell is grateful for the opportunities and valuable experience she received from the City.

EXHIBITB

[ON STANDARD CITY LETTERHEAD IN THE FORMAT UTILIZED BY CONRAD]
To Whom It May Concern: Londi Lindell began working for the City of Mercer Island in June 2000. She was hired as the City Attorney, and after seven years was promoted to Deputy City Manager, the second highest position within the City. Ms. Lindell is intelligent, highly motivated, well-organized, and has outstanding verbal and written communications. During her service to the City, as both City Attorney and Deputy City Manager, she consistently received an overall performance review of "outstanding," the highest possible rating, and was praised for her "work ethic," "teamwork," "interpersonal relations," "leadership," "decision-making and problem solving," and "management." In addition to performing her responsibilities as City Attorney and Deputy City Manager, she was an effective lobbyist for the City, and was frequently called upon to draft legislation. Given her skill set, she will be a valuable asset to your organization. Sincerely,

Richard Conrad

Sign up to vote on this title
UsefulNot useful