Here’s the full text of the Severance Agreement and General Release for Brattleboro Town Manager Yoshi Manale.
SEVERANCE AGREEMENT AND GENERAL RELEASE
This Severance Agreement and General Release Agreement (“Agreement”), made the 19th day of May 2022, between Octavian Yoshi Manale, an individual, hereinafter referred to as “Manale”, and the Town of Brattleboro, a Vermont municipality, hereinafter referred to as “Brattleboro”, is an agreement which includes a general release of claims.
In consideration of the covenants undertaken and the release contained in the Agreement, Brattleboro and Manale agree as follows:
Brattleboro employs Manale as the Town Manager of the Town of Brattleboro. The parties entered into an employment contract on 11/29. 2021, in which the parties agreed to the payment of severance to Manale in the event of a termination other than for just cause. Recognizing that the employment relationship was not working to each party’s expectations, Manale has tendered his letter of resignation and Brattleboro has accepted the letter of resignation. Pursuant to the employment contract, the payment of severance is due from Brattleboro to Manale. This General Release and Severance Agreement is intended to set forth the agreement between the parties for the termination of employment, the payment of severance monies to Manale, and general releases between the parties as to any liability arising out of the employment relationship.
Brattleboro shall pay to Manale severance in the amount of Sixty Thousand Dollars and No Cents ($60,000.00), less standard withholding and authorized deductions. The amount will be paid to Manale in a lump sum per the employment contract.
Brattleboro shall also provide Manale with the following;
A. Brattleboro will be responsible for the cost of Manale’s cost of COBRA benefitsfor a period of Twelve weeks.
B. Brattleboro will provide Manale a letter of recommendation from its Human Resources Department in a form and with content to be mutually agreed upon; and
C. Manale will receive the cash equivalent of his accrued vacation time and holidays which is agreed to be a total of 7.75 days or$ $3,565.01.
D. Brattleboro will compensate Manale up to $6,000 in moving expenses, said monies being the amount not expended from moving expenses when Manale moved to Brattleboro.
2. GENERAL RELEASE AND DISCHARGE
Except for those obligations created by or arising out of the agreement for which receipt or satisfaction has not been acknowledged herein, Manale on behalf of himself and his descendants, dependents, heirs, executors, administrators, assigns and successors and each of them, hereby covenants not to sue and fully releases and discharges Brattleboro, and its agents, representatives and employees, past and present, and each of them, as well as its and their trustees, directors, officers, agents, attorneys, insurers, employees, stockholders, representatives, assigns and successors, past and present, and each of them, hereinafter together and collectively referred to as “Releasees”, with respect to and from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Manale now possesses or holds or has at any time heretofore owned or held as against said Releasees, arising out of or in any way connected with Manale’s employment relationship with Brattleboro, his termination and/or resignation, or any other transactions, occurrences, acts of omission or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of the agreement, including but not limited to Title VII of the Civil Rights Act of 1964 and its amendments, The Civil Rights Act of 1991, The Americans With Disabilities Act, or the Age Discrimination in Employment Act, The Vermont Fair Employment Practices Act, severance pay, sick leave, holiday pay, vacation pay, life insurance group medical insurance or any other fringe benefit of Brattleboro or workers’ compensation or disability claims.
3. RETURN OF CONFIDENTIAL MATERIALS
Manale shall return to Brattleboro and shall not take or copy in any form or manner confidential materials or information. Notwithstanding the foregoing Brattleboro acknowledges that Manale will use examples of his professional work completed for Brattleboro in his resume for his future employment and Brattleboro shall cooperate with Manale in supplying such examples of his work.
Manale will not knowingly make any statements to any third parties which might reasonably be construed to disparage Brattleboro or harm its reputation. Brattleboro will instruct the members of its Selectboard and Department Heads not to make any statements to any third parties which might reasonably be construed to disparage Manale or harm Manale’ s reputation. The Parties hereby agree that disparagement by either shall constitute and be treated as a material breach of the agreement..
5. DENIAL OF ANY VIOLATION–AGREEMENT NOT EVIDENCE
Neither party acknowledges any wrongdoing or violation of the policies, contracts, procedures, or state or federal regulations. Accordingly, while this agreement resolves all issues between Brattleboro and Manale relating to Manale’ s employment by Brattleboro and Manale’ s separation from employment by Brattleboro, this agreement does not constitute an adjudication or finding on the merits and it is not, and shall not be construed as an admission by Manale of any shortcoming in his performance as Town Manager or an admission by Brattleboro of any violation of it policies, state or federal laws or regulations. Moreover, neither the agreement nor anything in the agreement shall be construed to be or shall be admissible in any proceeding as evidence of or an admission by Manale or by Brattleboro. The agreement may be introduced, however, in any proceeding to enforce the Agreement.
6. WAIYER OF STATUTORY PROVISIONS
It is the intention of Manale in executing the agreement that the same shall be effective as a bar to each and every claim, demand, and cause of action hereinabove specified; in furtherance of the intention Manale hereby expressly waives any and all rights and benefits conferred upon Manale by the provisions of any statutory scheme governing general release ofliability, and expressly consents that the agreement shall be given full force and effect according to each and all of its express terms and provisions, including as well those related to unknown and unsuspected claims, demands and causes of action, if any, as those relating to any other claims, demands and causes of action hereinabove specified.
Manale acknowledges that he may hereafter discover claims or facts in addition to or different from those which he now knows or believes to exist with respect to the subject matter of the agreement, and which, if known or suspected at the time of executing the agreement may have materially affected the settlement. Nevertheless, Manale hereby waives any right, claims, or cause of action that might arise as a result of such different or additional claims or facts. Manale hereby understands and acknowledges the significance and consequences of such release and such specific waiver.
7. WAIVER OF CLAIMS
Manale expressly acknowledges and agrees that by entering into the agreement, he is waiving any and all rights or claims that he may have arising under the Vermont Fair Employment Act, which have arisen on or before the date of execution of the agreement. Manale further expressly acknowledges and agrees that: (a) In return for the Agreement, he will receive consideration beyond that which he was already entitled to receive before entering into the agreement; (b) he was given a copy of the agreement on ______, 2022, and informed that he had 21 days within which to consider the Agreement; (c) he was orally advised by Brattleboro and is hereby advised in writing by the agreement to consult with an attorney before signing the agreement; (d) he was informed that he has seven days following the date of execution of the Agreement in which to revoke the Agreement.
8. BUSINESS AFFAIRS INFORMATION-CONFIDENTIALITY
Manale acknowledges that by reason of Manale’s position with Brattleboro, Manale has been given access to confidential materials or information respecting Brattleboro’s business affairs. Manale represents that he has held all such information confidential and will continue to do so.
9. WARRANTY OF NONTRANSFER OF RELEASED MATTERS
10. DENIAL OF CONTRACTUAL RELATIONSHIP
Manale and Brattleboro acknowledge that there does not now exist a contractual relationship [either in fact or implied] between the parties, except as may arise out of the agreement, and that Manale waives any right or claim to reinstatement as an employee of Brattleboro.
11. COMPLETE AGREEMENT
This instrument constitutes and contains the entire agreement and understanding concerning Manale’s employment, and the other subject matters addressed herein between the parties, and supersedes and replaces all prior negotiations and all agreement proposed or otherwise, whether written or oral, concerning the subject matters hereof. This is an integrated document.
Either Manale or Brattleboro may revoke the agreement in its entirety during the seven days following execution of the Agreement by Manale. Any revocation of the Agreement must be in writing and hand delivered during the revocation period. The agreement will become effective and enforceable seven days following execution by Manale, unless it is revoked during the seven-day period.
13. SEVERABILITY OF INVALID PROVISIONS
If any provision of the agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of the agreement are declared to be severable.
14. CHOICE OF LAW
The agreement shall be deemed to have been executed and delivered within the State of Vermont, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of Vermont without regard to principles of conflict of laws.
15. PREPARATION OF AGREEMENT
In any construction to be made of the agreement, the same shall not be construed against any party on the basis that the party was the drafter.
16. COUNTERPART EXECUTION-EFFECT-PHOTOCOPIES
The agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.
17. LITIGATION-COSTS AND EXPENSES
18. WAIVER OF BREACH-EFFECT
No waiver of any breach of any term or provision of the agreement shall be construed to be, nor shall be, a waiver of any other breach of the agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.
19. FULL UNDERSTANDING AND VOLUNTARY ACCEPTANCE
In entering the agreement, the parties represent that they have relied upon the advice of their attorneys, who are attorneys of the parties’ own choice, and that the terms of the agreement have been completely read and explained to them by their attorneys, and that those terms are fully understood and voluntarily accepted by them.
20. RELEASE OF WORKERS’ COMPENSATION RIGHTS
After execution of the agreement, Brattleboro may, but is not required to, present for approval to the Workers’ Compensation Appeals Board an appropriate stipulation of compromise and release extinguishing any and all rights or claims Manale may have under applicable workers’ compensation provisions.
21. FURTHER EXECUTIONS
All parties agree to cooperate and to execute any and all supplementary documents and to take all additional actions that may be necessary or appropriate to give full force to the basic terms and intent of the agreement and which are not inconsistent with its terms.
22. HEADINGS NOT BINDING
The use of headings in the agreement is only for ease of reference and the headings have no effect and are not to be considered part or a term of the agreement.
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I have read the foregoing Agreement and I accept and agree to the provisions it contains and hereby execute it voluntarily with full understanding of its consequences. I agree that the release is written in layman’s terms and that I understand and comprehend its terms.
I declare under the penalty of perjury that the foregoing is true and correct.
EXECUTED at Brattleboro, Vermont this 19th day of May, 2022.
Octavian Yoshi Manale
I, Octavian Yoshi Manale hereby acknowledge that I was given or took 21 days to consider the foregoing Agreement and voluntarily chose to sign the Agreement
prior to the expiration of the 21 day period.
EXECUTED this 19th day of May, 2022.
~Octavian Yoshi Manale
I declare under penalty of perjury that the foregoing is true and correct.
EXECUTED at Brattleboro, Vermont, this_ day of May, 2022.
TOWN OF BRATTLEBORO
Ian Goodnow, Chair of Selectboard
Duly Authorized Agent