denise tyrrell settlement agreement

8/14/2019 Denise Tyrrell settlement agreement

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SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMSThis Settlement Agreement and Release of Claims ("Agreement") is made betweenDENISE A. TYRRLL and the SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

("AUTHORITY"), collectively, "Paries".Whereas, DENISE A. TYRRLL was employed by the AUTHORITY from July 23,2001 to September 15, 2008. Whereas, certain disputes have arisen between the Paries, and theParies desire to fully and finally resolve any and all disputes between them.

THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:1. Consideration

In exchange for the promises, releases and waranties of DENISE A. TYRRLL as setforth below, the AUTHORITY shall pay the total sum of $135,500.00 to DENISE A.TYRLL. The AUTHORITY also agrees to present DENISE A. TYRRLL with a letter ofrecommendation from Chief Executive Offcer David R. Solow.

Consistent with Caiforna Labor Code Section 2802, the AUTHORITY furer agrees tothe fullest extent permtted by law to defend and indemnfy DENISE A. TYRRLL for allnecessar expenditues or losses incured by DENISE A. TYRLL in consequence of thedischarge of her duties. DENISE A. TYRLL agrees to cooperate with the AUTHORITY inconnection with any such claims. This provision shall require the AUTHORITY to provideDENISE A. TYRLL with competent counsel as selected by the AUTHORITY to defend hershould she be called upon to testify at any proceeding arsing out of her employment with theAUTHORITY.DENISE A. TYRLL affirms that no additional recorded or taped interviews have beengiven or provided to news media or third parties other than those previously disclosed andknown to both Paries.

2. Mutual General Release of Claims

Except for the obligations of the AUTHORITY under this Agreement, DENISE A.TYRLL, on behalf of herself, her heirs, executors, agents,. attorneys and assignees,unconditionally, irevocably and absolutely releases and dischages the AUTHORITY, and eachof its agents, employees, board members, admnistrators, successors-in-interest, offcers,directors, attorneys, insurers, assignees and member agencies, including Los AngelesMetropolitan Transportation Authority (Metro), Orange County Trasportation Authority,Riverside County Tranportation Commssion, San Bernardino Associated Governent, andVentura County Trasporttion Commission from all claims related in any way to thetransactions or occurences between them to date, to the fullest extent permtted by law. Thsrelease is intended to be interreted broadly to apply to all transactions and occurences betweenDENISE A. TYRLL and the AUTHORITY and its employees, including but not limited toany and all claims related to DENISE A. TYRLL's employment and employment conditionswith AUTHORITY, and all other losses, liabilties, claims, charges, demands and causes of. action, known or unown, susected or unsuspected, arsing directly or indirectly out of or inany way connected with the these transactions or occurences (collectively "Released Claims").Released Claims include, but are not limted to, all claims for racial discrimination, nationalorigin discrimination, gender discrimination, age discrimination, religious discrimination,


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SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMSDenise A. Tyrr~ii & Southern California Regional Rail AuthorityPage 2 of6retaliation, violation of public policy, harassment, unpaid wages, salar, vacation, benefits,overtime compensation, bonuses, commissions, penalties, or other compensation of any sort,violation of any section of the Caiforna Constitution, the California Labor Code, the CaliforniaFair Employment and Housing Act, Title VII of the Civil Rights Act of 1964 as amended, TitleVII of the Civil Rights Act of 1991, the Family and Medical Leave Act, the California FamilyRights Act, the Californa Business and Professions Code, Fair Labor Standards Act or any otherfederal, state or local law, ordinace or regulation, or for damages of any nature, including butnot limited to all claims for personal and/or physical injures, ilness or damage, and all claimsfor attorneys' fees, costs and expenses; past, present or future.

Except for the obligations of DENISE A. TYRRLL under this Agreement, theAUTHORITY on behalf of itself, its agents, employees, board members, administrators,successors-in-interest, offcers, directors, attorneys, insurers, assignees and member agenciesabsolutely releases and discharges DENISE A. TYRRLL from all claims related in any way tothe transactions or occurences between them to date, to the fullest extent permitted by law.3. Unkown or Different Facts or Law

The AUTHORITY and DENISE A. TYRRLL acknowledge that they may discoverfacts or law different from, or in addition to, the facts or law they know or believe to exist withrespect to the Released Claims. They agree, nonetheless, that this Agreement and the releasescontaned in it shall be and remain effective in all respects notwthtading such different oradditional facts or law.4. California Civil Code Section 1542 Waiver

The AUTHORITY and DENISE A. TYRRLL. expressly acknowledge and agree thatthe releases contained in this Agreement include a waiver of all rights under Section 1542 of theCaliforna Civil Code.

This sttute reads as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITORDOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OFEXECUTING THE RELEASE, WmCH IF KNOWN BY mM OR HER MUST HAVEMA TERIALL Y AFFECTED HIS SETTLEMENT WITH THE DEBTOR.The Paries acknowledge that they have read all of this Agreement including the aboveCivil Code section, and that they fuly understand both the Agreement and the Civil Codesection. The Paries waive any benefits and rights granted to them pursuant to Civil Code

Section 1542.

5. No Prior Assignments or Liens

The Paries represent and warant that they have not assigned to any other person orentity any released claim. DENISE A. TYRRLL furter represents and warants there are noliens or claims against any amounts being paid by the AUTHORITY as provided in ths


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SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMSDenise A. Tyrrell & Southern California Regional Rail AuthorityPage 3 of6Agreement. The Pares represent and warant that no other person or entity has or has had anyinterest in the claims, demands, obligations or causes of action referred to in this Agreement andthat they have the sole right and exclusive authority to execute this Agreement and that they havenot sold, assigned, transferred, conveyed or otherwse disposed of any of the claims, demands,obligations or causes referred to in ths Agreement.6. No Admissions

By entering into this Agreement, neither DENISE A. TYRRLL nor the AUTHORITYadmits that they have engaged in, or are now engaging in, any unlawful conduct or employmentpractice. It is understood and agreed that this Agreement is not an admission of liability byeither Pary; and both Paries, deny liability and intend merely to avoid fuer expense byentering into this Agreement.7. Promise Not to Prosecute

With the exception of obligations under ths Agreement, the Paries agree, to the fullestextent permtted by law, that they will not prosecute or allow to be prosecuted on their behalf, inany adminstrative agency or cour, whether state or federal, any Released Claim as set fort inparagraph 2.8. Severability

Should it be determned by a cour that any term in ths Agreement is unenforceable, thatterm shall be deemed to be deleted. However, the validity and enforceabilty of the remainingterms shall not be afected by the deletion of the unenforceable term.9. Attorneys' Fees and Costs

The Pares agree to bear their own attorneys' fees, costs and expenses incured inconnection with any Released Clai.

10. Modifications

This Agreement may be amended only by a written instrent executed by all Parieshereto.11. Cooperation

The Pares agree to do all thgs necessar and to execute all fuer documentsnecessar and appropriate to car out and effectuate the terms and purposes of this Agreement.

12. Non-DisparagementThe Paries agree that their professional and personal reputations are important andshould not be impaired by either par. Therefore, DENISE A. TYRRLL, as an individual,and on behalf of herself, her heirs, executors, agents, attorneys and assignees, agrees not to


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SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMSDenise A. Tyrrell & Southern California Regional Rail AuthorityPage 4 of6disparage, discredit, defame or belittle, or induce others to disparage, discredit, defame or belittlethe professional or personal reputation of the AUTHORITY, and each of its agents, employees,board members, administrators, successors-in-interest, offcers, directors, attorneys, insurers,assignees or member agencies, in any public foru whatsoever or to any third paries unlessrequired either pursuant to a subpoena issued by a competent authority or an order issued by acour or trbunal of competent jurisdiction The AUTHORITY, and each of its agents,employees, board members, administrtors, successors-in-interest, officers, directors, attorneys,insurers, assignees or member agencies agree not to disparage, discredit, defame or belittle, orinduce others to disparage, discredit, defame or belittle the professiona or personal reputation ofDENISE A. TYRRLL in any public forum whatsoever or to any thrd paries, unless requiredeither pursuant to a subpoena issued by a competent authority or an order issued by a cour ortribunal of competent jurisdiction

The AUTHORITY acknowledges that DENISE A. TYRRLL has accepted employmentat the California Public Utilities Commission ("PUC") and from time to time may be called uponto comment on matters pertaining to the AUTHORITY. Statements regarding the AUTHORITYattibutable to third paries which are repeated by DENISE A. TYLL withn the course andscope of her duties at the Californa Public Utilties Commission are not intended to be violationsof the non-disparagement provision herein.13. Confidential Information

DENISE A. TYRRLL acknowledges that in the course of her employment by theAUTHORITY she has had access to confdential information of the AUTHORITY, including butnot limted to information regarding the internal operations ofthe AUTHORITY and informationacquired through attendance at closed sessions of the AUTHORITY's Board of Directors(hereinafer "Confidential Information"). DENISE A. TYRRLL acknowledges that suchConfdential Information is a valuable and unique asset of the AUTHORITY and agrees that shewill not disclose any such Confidential Information to any person for any reason whatsoeverwithout the prior wrtten authorization of the AUTHORITY uness required either pursuant to asubpoena issued by a competent authority or an order issued by a cour or trbunal of competentjursdiction. Furher, DENISE A. TYRLL reaffirms her commtment, pursuant to the BrownAct, not to disclose any Confidential Information obtained though her attendance at any closedsession of the AUTHORITY's Boar of Directors as reflected in the certification form, attachedhereto at Exhibit "A".14. Confdentiality Provision

The Paries acknowledge that they will not voluntarly release ths Agreement, any of itsterms and conditions, or any information regarding negotiations related to the Agreement to thdpersons or otherwse disclose its contents publicly except under the following circumstances: (a)the AUTHORITY receives a request and determines it is required by law to release the documentto the person or entity submitting the request; (b) any pary is required to disclose either pursuantto a subpoena issued by a competent authority or an order issued by a cour or trbunal ofcompetent jurisdiction; or (c) the AUTHORITY determines that disclosure is necessar for theAUTHORITY to defend itself in a judicial action or administrative proceeding (either internal orexternal). The Paries agree that neither they nor their attorneys will publish the natue or terms


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SElTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS.Denise A. Tyrrell & Southern California Regional Rail AuthorityPage 6 of6affect the validity of this Agreement. The Paries have had an opportnity to discuss thepotential ta consequences of ths Agreement with their own counel.20. Authority

The signatori.es to ths Agrment represnt and wat that they have the requisiteauthority to bind themselves and any Releae or Releaor afliated with them.

21. MiscellaneousTIs Agreement is executed in the State of Caiforna and shal be interpreted under theprocedur and substative laws of California as existing as of the date of execution, withoutregard to principles of conflct of laws. . .In any acton brought to enforce any provision(s) of ths Agreement, in addition to otherrelief grted, the prevailing par shall rever reanable cost of enforcement.

WHREFORE, TH PARTI HAVE VOLUNARLY EXECUTED. TilSAGREEMENT-ON TH DATES SHOWN BELOW.DATF:HDATED: 3/1-7/0 r DAVICIDE E UTVE OFFICERSOUTHERN CALIFORNA REGIONAL RAL AUTORITYAPPROVED AS TO FORM:. .DATF:3ftiof ~~).~.I l;t rieM~

VAL NSI ROSE PLCAttorney for Denise A. Tyrell .

DATED:Raymond G. Forter Jr., County CounelStephen R. Morrs, Pricipal DeputOFFICE OF THE LOS ANGELES COUNTY COUNSELAttorneys for the Soutern Cifomia Regional Ral Authority

. DATED:David J. WeissLAW OFFICES OF DAVID J. WEISSAttorney for the Southern Califrna Regional Rail Authority


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SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMSDenise A. Tyrrell & Southern California Regional Rail AuthorityPage 6 of6

affect the validity of this Agreement. The Parties have had an opportunity to discuss thepotential tax consequences of this Agreement with their own counsel.20. Authonty

The signatones to this Agreement represent and wart that they have the requisiteauthonty to bind themselves and any Releasee or Releasor affliated with them.21. Miscellaneous

This Agreement is executed in the State of California and shall be interpreted under the. procedural and substantive laws of California as existing as of the date of execution, withoutregard to pnnciples of conflict of laws.

Iii any action brought to enforce any provision(s) of ths Agreement, in addition to otherrelief granted, the prevailing pary shall recover reasonable costs of enforcement.WHEREFORE, mE PARTIES HAVE VOLUNTARILY EXECUTED. TilSAGREEMENT ON THE DATE SHOWN BELOW.

DATED:DENISE A. TYRRLL

DATED:DA VID R. SOLOWCHIEF EXECUTIVE OFFICER. SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY

APPROVED AS TO FORM:DATED:

M. Laurie MurhyV ALENSI ROSE PLCAttorney for Denise A. Tyrrell. DATED:

Raymond G. Forter Jr., County CounselStephen R. Morrs, Principal DeputyOFFICE OF THE LOS ANGELES COUNTY COUNSELAttorneys for the Southern California Regional Rail AuthorityDATED:;3!,16/0Cfi Da:vid J. WeisLAW OFFICE OF DAVID J. WEISSAttorney for the Southern Californa Regional Rail Authonty


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SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMSDenise A. Tyrrell & Southern California Regional Rail AuthorityPage 6 of6affect the validity of this Agrement. The Parties have had an opportity to discuss thepotential ta consequences of ths Agreement with their own counel.20. Authority

The signatories to ths Agrement represnt and wat that they have the requisiteauthority to bind themselves and any Releasee or Releasor affliated with them.21. Miscellaneous

Ths Agreement is executed in the State of Caiforna and shall be interpreted under theprocedur and substative laws of Californa as existing as of the date of execution, withoutregard to principles of conflct of laws.

In any action brought to enforce any proviion(s) of ths Agreement, in addition to otherrelief granted, the prevailing par shall rever reasnable cost of enforcement.WHREFORE, TI PARTI HAVE VOLUNARY EXECUED- TIDSAGREEMENT ON mE DATES SHOWN BELOW.DATED: DENSE A. TYLLDATED: DAVID R SOLOWCHIEF EXECUTIV OFFICERSOUT CALIFORNA REGIONAL RAL AUTHORITYAPPROVED AS TO FORM:DATED: M. Laurie MurhyV ALENSI ROSE PLCAtto ey for Denise A. TyrrellDATED: JiJd-2b,' l.tJ ()~ sd G. Forter Jr., County CounlSteph R Morrs, Pricipal Deputy .OFFICE OF THE LOS ANGELES COUNTY COUNSELAttorneys for the Southern Caiforna Regiona Ral AuthorityDATED: David J. WeissLAW OFFICES OF DAVID 1. WEISSAttorney for the Southern Californa Regional Rail Authority


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CERTIFICATION FORM FOR STAFF ATTENDINGSCRRA CLOSED SESSIONSPage 2

Cal Gov Code 54963 (2005) 54963. Disclosure of confidential information acquired In closed session prohIbited;Disdplinary actIon for violation

(a) A person may not disclose confidential Information that has been acquired by beingpresent In a dosed session authorized by Section 54956.7, 54956.8, 54956.86, 54956.87,54956.9,54957,54957.6,54957.8, or 54957.10 to a person not entitled to receive it, unlesthe legislative body athorizes disclosure of that confidential Infonnation.(b) For purposes of this secton, .confidentlal Information. means a communication made ina closed session that Is specIfiCally related to the basis for the legislative body of a local agency

to meet lawfully In closed session under this chapter. .(c) Violation of this section may be addressed by the use of such remedies as are currentlyavailable by law, including, but not lImited to:(1) Injunctive relief to prevent"he disclosure of confldentlallnfonnatlon prohibited by thissection.(2) Disciplinary action against an employee who has wilfully disclosed confidentialinformation In violation of this secion.(3) Referrl of a member of a legislative body who has wilfully disclosed confidentialInformation in violation of this section to the grand jury.(d) Dlsplinary action pursuant to paragraph (2) of subdivision (c) shaII require that theemployee In quesion has either received training as to the requirements of this section orotherwise has been given notice, of the requirements of this secton.(e) A local agency may not take any action authorized by subdivision (c) against a person,

nor shall It be deemed a vIolation of this secton, for doing any of the following: .

(1) Making a confidentJallnqulry or complaint to a district attorney or grand jury concerninga perceived violation of law, Including disclosing fact to a district attorney or grand jury thatare necessary to establish the Illegality of an acton taken by a legislative body of a localagency or the potentIal Ilegality of an action that has been the subject of deliberation at aclosed session If that action were to be taken by a legislative body of a local agency.

(2) Expresing an opinion concerning the propriety or legality af actions taken by alegislative body of a local agenCy In closed session, Including disclosure of the nature andextent of the illegal or potentially Ilegal action.(3) Disclosing information acquired by being present in a closed session under this chapter

that Is not confidential informatIon.

(f) Nothing In this section shal1 be construed to prohibit disclosures under the whistleblowerstatutes contained In Section 1102.5 of the Labor Code or Article 4.5 (commencing withSection 53296) of Chapter 2 of this code.

denise tyrrell settlement agreement

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