VOLUNTARY EXIT AGRE] & RELEASE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF WILLIAMSON § THIS AGREEMENT ("Agreement") is made by and between the CITY OF HUTTO ("City"), acting by and through its City Council ("Council") and KAREN DALY ("DALY"). This Agreement is the final agreement between the City and DALY, and it controls the contractual employment relationship between the parties hereto after the date of this Agreement. WHEREAS, DALY is currently employed as City Manager by City under an Agreement for Professional Services and Employment as City Manager effective March 3, 2014 ("Contract"); and WHEREAS, the Contract provides that its term will be indefinite and Daly will serve at the pleasure of the Council pursuant to the terms and conditions of the Contract; and, WHEREAS, DALY began her employment as City Manager with the on March 3, 2014; and WHEREAS, DALY and the Council have reached a mutually acceptable agreement for DALY to resign her position as the City Manager of the City effective on June 13, 2016. WITNESSETH: NOW, THEREFORE, in consideration of the recitals, terms, conditions and mutual covenants herein, the parties hereto do hereby agree as follows: 1. DALY does hereby voluntarily submit her resignation as the City Manager of the City, and the Council does hereby accept her resignation as the City Manager of the City, effective June 13, 2016. 2. Notwithstanding anything to the contrary contained herein, DALY shall be paid on a biweekly basis on the City’s regular payroll dates until December 13, 2016. ‘The six months of PAGEsalary will also include all items stipulated in the Contract and all benefits, including but not limited to, vehicle allowance, health insurance, retirement contributions and professional development expenses. DALY will continue to accrue vacation and sick leave at the stipulated contractual rate. The payment of accrued but unused vacation and sick leave hours shall be without regard to any City policy placing a cap on paying a terminated employee and be provided in a lump sum computed on an hourly basis determined by dividing DALY’s annual salary as of June 13, 2016 by 2,080 hours and shall be disbursed at DALY’s direction on December 13, 2016. 4, DALY’s salary, effective April 11, 2016 and thereafter, shall be One Hundred Fifty Eight Thousand Three Hundred Sixty-Two and 50/100 Dollars ($158,362.50). The City will make retirement contribution of Fifteen Thousand and No/100 Dollars ($15,000.00) to a plan established under Internal Revenue Code (the “Code”) 457 maintained by the City with ICMA-RC on behalf of DALY, by June 17, 2016. 6. The City will pay all (the City’s and DALY’s) of the family coverage premiums for DALY’s health, dental and vis jon insurance for one year including any increases made in the City's Group Health Insurance Plan, Dental Plan and Vision Plan. This coverage will continue until June 30, 2017 or terminate sooner should DALY find full-time employment that provides health insurance. 7. The City agrees to reimburse DALY’s legal expenses and representation caused through the execution of this agreement, This reimbursement is payable to DALY within 21 days of the City’s receipt of the reimbursement request and billing documentation. 8. To the extent it may be permitted to do so by applicable law, including, but not limited to Texas Civil Practice & Remedies Code Chapter 102, the City does hereby agree to defend, hold harmless, and indemnify DALY from any and all demands, claims, suits, actions,judgments, expenses and attomeys’ fees incurred in any legal proceedings currently pending or subsequently hereto brought against DALY in her individual capacity or her official capacity as an ‘employee and as City Manager of the City, providing the incident(s), which is (are) the basis of any such demand, claim, suits, actions, judgments, expenses and attorneys! fees, arose or does arise in the future from an act or omission of DALY as City Manager and as an employee of the City, acting within the course and scope of DALY'S employment with the City; excluding, however, any such demand, claim, suits, actions, judgments, expenses and attorneys’ fees those claims or any causes of action where it is determined that DALY committed official misconduct, or committed a willful or wrongful act or omission, or an aet or o ion constituting gross negligence, or acted in bad faith, with conscious indifference or reckless disregard; and excluding any costs, fees, expenses or damages that would be recoverable or payable under an insurance contract, held either by the City or by DALY. The selecti m of DALY'S legal counsel shall be with the mutual agreement of DALY ity if such legal counsel is not also City's legal counsel. A legal defense may be provided through insurance coverage, in which case DALY'S right to agree to legal counsel provided for her will depend on the terms of the applicable i surance contract, To the extent this Paragraph 8 exceeds the authority provided and limitations imposed by Texas Civil Practice & Remedies Code, Chapter 102, it shall be construed and modified accordingly. 9. Expressly as part of the consideration for this Agreement, DALY, on her own behalf, and on behalf of her heirs, successors and assigns, hereby releases and discharges City and its Council, both individually and in their official capacity, City's agents, employees, representatives and attorneys, from any and all claims, demands, liability, and causes of action of any kind or character which may or may not have accrued on her behalf to the date of this Agreement, relating to her employment relationship with the City, whether known or unknown,‘The City and its Council likewise release and discharge DALY, her agents and attorneys, from any and all claims, demands, lial 'y, and causes of action of any kind or character which may or may not have accrued on their behalf, to the date of this Agreement relating to her employment relationship with the City, whether known or unknown, DALY expressly covenants and agrees not to sue or participate, unless required by court order, in any federal or state judicial or state administrative proceeding against the City or its Council, officers, employees, representatives, agents or attorneys, in their official or individual capacities, related to or concerning her employment by the City, the Couneil’s actions regarding her ‘employment, or her resignation from that employment, The City and Council expressly covenant and agree not to sue or participate, unless required by court order, in any federal or state judi or adi istrative proceeding against DALY, her agents or attomeys, related to or concerning DALY'S employment with the City or her resignation of that employment. 10, This Release includes, but is not limited to, contract, tort, constitutional or statutory claims growing out of any legal restriction on the City’s right to terminate its employees and claims or rights under federal, state, and local laws prohibiting employment discrimination, including, but not limited to, claims or rights under Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991; the Equal Pay Act; the Age Discrimination in Employment Act of 1967, as amended by the Older Workers Benefit Protection Act of 1990 (“ADEA”); the Workers Adjustment Retraining and Notification Act; the Fair Labor Standards Act; the Texas Commission on Human Rights Act; the Texas Labor Code; and any Texas law against discrimination, which arose through the date of this Release. DALY acknowledges that because this Release contains a general release of all claims including under the ADEA, and is an important legal document, she is hereby advised to consult with counsel. DALY acknowledges that she has had up to twenty-one Paces(21) days to decide whether to execute this Release, and that she may revoke this Release by delivering or mailing a signed notice of revocation to the Mayor of the City at the municipal office within seven (7) days after she signs this Agreement, 11, This Agreement is hereby deemed performable entirely in Williamson County, ‘Texas, and shall be governed, construed and enforced in accordance with and subject to the laws of the State of Texas. Mandatory and exclusive venue for any lawsuit or adjudicative proceeding brought by either party to this contract shall be in Williamson County, Texas. 12, This agreement, together with the instruments, referenced, herein constitutes the entirety of the understanding between all the parties hereto. This agreement shall be binding upon all the parties hereto, their respective heirs, executors, administrators, successors, and assigns. 13. This Agreement may be executed in a number of identical counterparts, each which shall be deemed an original for all purposes. All the parties hereto further agree that they shall execute any and all documents necessary to effect the intent and purposes of this Agreement. Further, this Agreement supersedes any and all prior oral or written agreements, arrangements, employment contracts, or understandings between the parties. This Agreement may be modified or terminated only in writing, executed by all the parties hereto. 14, The Mayor of the Council has been authorized to execute this Agreement on behalf of the City by action of a majority of a quorum of the Council present at a properly called and posted meeting on June 2, 2016.IN WITNESS WHEREOF, all the parties hereto have executed this Agreement in multiple originals to be effective from and after June 2, 2016. Ciry or Hutto, TEXAS By: a aes null joug Gaul, Mayor City Council ATTEST: 21 Seth Gipson, City Secretary City of Hutto, Texas KAREN DALY, City City of Hutto, Texas