CONFIDENTIAL SEPARATION AGREEMENT WAIVER AND RELEASE NOTICE: You are advised to consult with an attorney prior to executing this Agreement This Confidential Separation Agreement, Waiver and Release (‘Agreement’) is a contract made by and between VAN L. BROOKS ("Employee") and FLAGG CREEK WATER RECLAMATION DISTRICT (“Employer or “District’). Employee and District wish to separate on an amicable basis. Employee's last day of employment was April 10, 2020. THEREFORE, in consideration of the foregoing and this Agreement’s mutual promises, the sufficiency of which are acknowledged, the parties agree as follows |. TERMINATION FROM EMPLOYMENT AND PAYMENT OF WAGES THROUGH THE TERMINATION DATE A. Payat Termination. Employee's employment was involuntarily terminated by the District on April 10, 2020 (the “Termination Date"). Employer paid or will pay Employee's wages eared through the Termination Date. 8. Other Consideration Due. Employee may be entitled to severance pay, compensatory time pay, vacation pay, sick pay, bonuses, benefits or other compensation in accordance with established District policies which amounts will be paid to Employee on the next Pay period, whether or not he signs this Agreement. I CONSIDERATION FROM THE DISTRICT A. Additional Severance Payment. The District will pay Employee additional severance pay in the amount of Five Thousand Dollars ($5,000.00), less applicable taxes and withholdings, payable to Employee on the District's regular payroll schedule, provided both parties have signed this Agreement, the Revocation Period referred to in Section V.C. below has passed without prior revocation, Employee has returned all District property and information as required bby Section IIH. below, (collectively, “Payment Conditions’). The Additional Severance Payment made pursuant to this section is not considered required, mandatory or regular compensation for services performed or in instances of separation via discharge, and is therefore not eligible for deferral or contribution under the District's deferred compensation plan or the IMRF retirement plan. This Additional Severance Payment is being made voluntarily by the District to the Employee whether or not the Employee was not in good standing with the District, as defined under District policies. B. Insurance Coverage Eligibility. Employee's eligibility to participate in the District's Blue Cross/Blue Shield health and dental insurance plans terminated on the Termination Date, ‘subject to continuation rights under COBRA. Further premiums, if continuation is elected, shall be at Employee's expense. C. Unemployment. The District will not contest Employee's claim to unemployment compensation, so long as Employee is able to work and is seeking employment. The District may state in response to an inquiry that Employee is receiving or has received the separation payment(s) described in this Agreement.D. Dependent Care or Medical Flexible Spending Account, Other_Insurance Coverage, Participation in Deferred Compensation Plan. Any Medical Reimbursement Plan entitlements and reimbursements (prescription, dental, vision, hearing) for covered individual or family will cease on the Termination Date. Any group long-term disability insurance coverage will cease on the Termination Date. Any Group Life and Accidental Death and Dismemberment Insurance Coverage will cease on the Termination Date. Conversion of any employee life insurance or long-term disability insurance coverage to an individual policy or policies (at Employee's expense) must be accomplished with an application submitted by Employee to the carrier within thirty-one (31) days of the termination of insurance coverage. The terms of the District's deferred compensation plan and any amounts due Employee under such plan are unaffected by this Agreement. E. References, In response to requests for references from prospective employers, the District will provide only the dates of Employee's employment, positions held and compensation, F. Description _of Additional Consideration. Employee expressly agrees and acknowledges that the payment provided for under Section IIA. is above and beyond that which Employee is entitled to by the District, or by law, as a result of Employee's involuntary termination from employment. lll EMPLOYEE’S AGREEMENTS A. __ Release of All Claims. The term “Release” or “Releases” shall be construed as broadly as possible and includes: the District and each of the District's former or current agents, directors, officers, Trustees, employees, divisions, subsidiaries, successors and affiliates (and former or current agents, directors, officers and employees of such divisions, Subsidiaries, successors and affiliates), and all other persons acting by, through, under or in concert with any of them. In consideration for the benefits provided in this Agreement, Employee fully releases and discharges the Releases from all legally waivable claims, actions and causes of action of any kind, known or unknown whatsoever, which Employee may presently have or claim to have against any Releasee including, but not limited to, all contract claims; all wrongful discharge or employment claims, all tort claims; all claims arising under the United States and Ilinois constitutions, all claims under Title VII of the Civil Rights Act of 1964, Equal Pay Act, Age Discrimination in Employment Act (ADEA), Older Workers Benefit Protection Act, Rehabilitation Act, Americans with Disabilities Act, Family and Medical Leave ‘Act, Fair Credit Reporting Act, Worker Adjustment Retraining and Notification Act, Immigration Reform and Control Act, Occupational Safety and Health Act, National Labor Relations Act, Minois Human Rights Act, Illinois Wage Payment and Collection Act, Workplace Transparency Act, all claims arising under any other civil rights or employment laws or regulations (whether federal, state or local); any federal or state whistleblower laws or statutes, any claims based on District policies and resolutions, including severance policies; and all claims for attorney fees or costs. This Agreement shall not be construed to waive or release Employee's vested rights under the District's employee benefit plans applicable to Employee as of the Termination Date, claims under the Iliinis Workers Compensation Act, or claims under the Illinois Unemployment Insurance Act. B. Employee Claims. Employee represents and warrants that Employee has not filed any charge, claim or complaint of any kind in any capacity, directly or indirectly, against any Release. Employee shall not file any charge, claim or complaint against any Releasee seeking Personal recovery or personal injunctive relief (‘Personal Claim") or any class or collectiveaction relief ("Class Claim”). Employee shall defend and indemnify the Releasees and hold the Releasees harmless from and against any Personal Claim Employee files (including atlomeys’ fees, litigation expenses and costs) or any Class Claim wherein Employee is a named plaintiff or becomes a class member. Nothing in this Agreement shall prohibit the parties to this Agreement from bringing an action to enforce the terms of this Agreement; or prohibit Employee from filing a timely charge or complaint with the IDHR or EEOC or participating in any investigation or proceeding conducted by the IDHR or EEOC (although Employee has waived any right to personal monetary recovery, personal injunctive relief, and class or collective action relief in connection with any such charge or complaint). This paragraph does not pertain to claims brought under the Illinois Workers Compensation Act. C. _Non-Assignment of Claims. Employee has not assigned or transferred any claim or any part or portion thereof (‘Assigned Claim"). Employee shall defend and indemnify the Releasees and hold the Releases harmless from and against any Assigned Claim (including attorneys’ fees, litigation expenses and costs) D. Representations. Employee represents and warrants that Employee was permitted by the District to take all leave to which Employee was entitled, that Employee has been properly paid for all time worked while employed by the District and that Employee has received all benefits to which Employee was or is entitled. Employee represents and warrants that Employee knows of no facts and has no reason to believe that Employee's rights under either the Fair Labor Standards Act or the Family and Medical Leave Act have been violated. Employee represents and warrants that he has not suffered any workplace injury at the District prior to his Termination Date E. Tax Responsibility. Employee shall be liable for any and all taxes that may be ‘due on amounts paid or benefits provided by the District. Employee shall defend and indemnify the District and hold the District harmless from and against any claim (including attorneys’ fees, ion expenses and costs) for any tax liability the District might incur as a result of any consideration provided to Employee pursuant to this Agreement. F. Confidentiality of Agreement. Employee shall keep the fact of, terms and conditions of this Agreement strictly confidential and shall not disclose them to anyone other than Employee's spouse, legal or tax advisors, or as may be required by law. Employee shall obtain the agreement of his spouse, or any legal or tax advisor to be bound by this confidentiality provision prior to disclosing the terms or conditions of this Agreement. If Employee is asked about the terms of this Agreement, Employee may state only that Employee and the District have separated the employment relationship on an amicable basis. G. Confidentiality of District Information. Employee acknowledges that in the course of Employee's employment with the District, Employee has received Confidential Information concerning the District, District's products and development of products, the District's clients, and the District's employees. The term “Confidential Information” means all scientific, technical, financial, employee and business information of the District, which is of a confidential, trade secret or proprietary character and which has been developed by the District or by Employee (alone or with others) or to which Employee has had access during employment, which is not subject to disclosure under the Freedom of Information Act. Some examples of Confidential Information include, but are not limited to: (1) inventions, discoveries, relating to services or potential markets, services of the District; (2) the terms of any agreements, draft agreements or other legal documents; (3) information concerning employees, including salary information; (4) ‘scientific or technological information related to the District's services, including but not limitedformulas and processes; (5) the District's software and computer programs and interface programs and improvements thereto and access codes and passwords, electronic codes or other coding; (6) the District's technology, research, trade secrets and know-how, (7) the District's projections, records, contract terms, business plans, and pricing information; (8) the District's customer lists or names and addresses and other information concerning customers and potential customers, including information concerning customer requirements, customer contacts and decision-makers and decision-making processes, customer budgeting processes, customer business processes and information processing techniques, (9) the District's strategic business plans and market information; and (10) financial analysis, financial data and reports, financial projections, margins, and all other financial information. Confidential Information does not include information that is available to or becomes known to the general public through lawful means. Employee shall keep all Confidential Information confidential and shall not use it oF disclose it to third parties without the prior written consent of the District. Employee understands that nothing in this Agreement is intended to prohibit Employee from disclosing information, including trade secrets or Confidential Information, which is permitted to be disclosed by the federal Defend Trade Secrets Act of 2016, which provides that: 1. No person shall be held liable under trade secret law for disclosing a trade secret in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or in a filing in a lawsuit or other proceeding, if such filing is made under seal; and 2. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to his/her attorney and use it in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose it, except pursuant to court order. H. Return of District Property. Employee has returned (and has not retained any copies in any form) all District documents and information (including all Confidential Information and any other information stored on personally owned computer hard drives, floppy disks or other format), and any vehicles, keys, electronic access devices, badges, pagers, cell phones, smartphones, computers, software, auto transponders, equipment or other property belonging to the District. Employee shall certify under oath that he has retumed to the District all versions ‘of source codes or other District property in his possession, that Employee has destroyed and not retained any source codes or other District property on Employee's home computers or in any other form, and that Employee has disclosed to the District all passwords for electronic devices, including computers and mobile devices. \ Non-Disparagement. Employee shall not criticize, denigrate, engage in retaliation or otherwise disparage the District or any other Releasee using any medium, including but not limited to, any social media platform J. Agreement_Not_to Seek Re-Employment. Employee shall not seek re- employment with the District or any Releasee. Employee agrees that, if Employee seeks re- employment with the District or any Release, Employee's application may be rejected without liability and this Agreement can be used as a complete defense by the District or any Release. K. Cooperation with Litigation or Other Leaal Matters. Employee acknowledges that Employee may have factual information or knowledge that may be useful to the District in connection with current or future legal, regulatory or administrative proceedings. Employee willfully cooperate with the District in the defense or prosecution of any such claims. Employee's cooperation shall include being reasonably available to meet with counsel to prepare for discovery or trial and to testify truthfully as a witness. The District will not compensate Employee for testifying as a fact witness, but may reimburse Employee for reasonable expenses associated with travel, meals, lodging or other out-of-pocket expenses. L. _Injunctive_and_Other Relief. Employee agrees and acknowledges that any violation of any provision of this Section III shall constitute a material breach of this Agreement likely to cause irreparable harm to the District. Therefore, Employee agrees that any and each such breach or threatened breach by Employee shall give the District the right to specific performance through injunctive relief requiring Employee to comply with Employee's obligations under this Agreement in addition to any other relief or damages allowed by law. In addition, if the District has reason to seek injunctive or other legal relief to enforce any provision of this Section Ill, it may suspend any separation payments or other consideration otherwise payable to Employee at that time, and may seek recovery of any separation payments or other consideration paid to Employee at that time. Any suspension of separation payments or other consideration to be paid, or any recovery of paid separation payments or other paid consideration, shall not void Employee's release of claims under this Agreement, which shall remain in full force and effect. All legal and equitable remedies not reserved under this Section are specifically reserved. The District's exercise of one or more legal or equitable remedies shall in no way impair or prohibit the District from exercising any other legal or equitable remedies. All remedies are cumulative. IV. DENIAL OF ANY LIABILITY The District denies any liability to Employee and enters into this Agreement in recognition of Employee's long-term service and to avoid the risk and expense of potential litigation. The parties agree that this Agreement may not be used as evidence (subject to Section J's exception); does not constitute an adjudication or finding on the merits; and is not, and shall not be construed as, an admission by the District of a breach of any’ contract or agreement; a violation of the District's policies and procedures; or a violation of any state or federal laws or regulations. After execution (including signatures by both Employee and the District), this Agreement may be introduced in evidence to enforce its terms. V. OPPORTUNITY TO CONFER AND OBTAIN ADVICE FROM OTHERS, INCLUDING ATTORNEYS -- OLDER WORKERS’ BENEFIT PROTECTION ACT NOTICES A. Opportunity to Confer. The District advises Employee to confer with an attorney of his own choosing before entering into this Agreement. Employee represents that he has had a full opportunity to confer with an attorney and, if he has not done so, he has knowingly and voluntarily waived the right to confer with an attorney before entering into this Agreement. B. Opportunity to Consider. Employee may take up to twenty-one (21) days to consider whether to execute this Agreement, after which, if this Agreement has not yet been executed, the District's offer to enter into this Agreement shall automatically expire. If Employee signs this Agreement prior to the expiration of the twenty-one (21) day consideration period, Employee represents that Employee fully understands that Employee has been given the opportunity to take at least twenty-one (21) days within which to consider whether to enter into this Agreement and has knowingly and voluntarily waived that opportunity C. Opportunity to Revoke. Employee has the opportunity to revoke this Agreementwithin seven (7) days after signing it (‘Revocation Period”), by delivering a written revocation to the District's Executive Director. If this Agreement is revoked by Employee, it will be revoked in its entirety. Revocation will be effective only upon return of consideration, if any, provided by the District under Section Il above. This Agreement shall not be effective until the Revocation Period has passed without revocation and both parties have signed the Agreement D. —_ Waiver of Age-Related Claims. By entering into this Agreement, Employee releases and relinquishes all rights and claims arising under the Age Discrimination in Employment Act, as well as all other federal, state and local laws protecting employees from discrimination, arising up to and including the date of execution of this Agreement E. No Waiver of Future Claims. By entering into this Agreement, Employee is not waiving any rights or claims that may arise after the date this Agreement is executed Vi. COMPLETE AGREEMENT This Agreement is an integrated document. This Agreement supersedes any and all other existing Agreements the District and any of its affiliates may have with Employee. Vil. SEVERABILITY OF INVALID PROVISIONS The provisions of this Agreement are severable. If any provision of this Agreement or its application is held invalid, the invalidity shall not affect other provisions or applications of this, Agreement that can be given effect without the invalid provisions or application. Vill. VENUE/CHOICE OF LAW/ATTORNEYS' FEESIWAIVER OF RIGHT TO TRIAL BY JURY Any dispute arising under this Agreement or arising out of Employee's employment relationship with the District shall be brought in the State of Illinois. This Agreement has been negotiated within the State of Iilinois and the rights and obligations of the parties to this ‘Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Illinois without regard to principles of conflict of laws. In any action brought to enforce this Agreement, or to declare the rights of the parties under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, litigation expenses, and costs as determined by the presiding judge. EMPLOYEE EXPRESSLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF ANY BREACH OF THIS AGREEMENT. 1X. NO WAIVER OF BREACH No waiver of any breach of any term or provision of this Agreement shall be binding unless in writing and signed by the party waiving the breach. No waiver of any breach of any term or provision of this Agreement shall be construed to be, nor shall be, a waiver of any other breach of this Agreement. x. KNOWING AND VOLUNTARY WAIVER Employee has carefully read and fully understands all of the provisions of this ‘Agreement. Employee knowingly and voluntarily enters into this Agreement.XI. FURTHER ASSURANCES. The parties agree to cooperate fully 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 terms of this Agreement Xl, HEADING NOT BINDING/COUNTERPARTS/ORIGINALS AND COPIES ‘The use of headings in this Agreement is only for ease of reference and the headings have no effect and are not to be considered part of or terms of this Agreement. This Agreement may be executed in counterparts. A photocopy, PDF copy or facsimile copy of this Agreement shall be as effective as an original EMPLOYEE HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL THE PROVISIONS OF THIS AGREEMENT. EMPLOYEE REPRESENTS THAT HE IS ENTERING INTO THIS AGREEMENT VOLUNTARILY AND THAT THE CONSIDERATION EMPLOYEE RECEIVES IN EXCHANGE FOR EXECUTING THIS AGREEMENT IS GREATER THAN THAT TO WHICH EMPLOYEE WOULD BE ENTITLED IN THE ABSENCE OF THIS AGREEMENT. EMPLOYEE REPRESENTS THAT HE IS NOT RELYING ON ANY REPRESENTATION OR UNDERSTANDING NOT STATED IN THIS AGREEMENT. Executed this day of, i 2020. VAN L. BROOKS Executed this___ day of i FLAGG CREEK WATER RECLAMATION 2020. DISTRICT By: its President Attest: ClerkCONFIDENTIAL SEPARATION AGREEMENT WAIVER AND RELEASE NOTICE: You are advised to consult with an attorney prior to executing this Agreement This Confidential Separation Agreement, Waiver and Release ("Agreement’) is a contract made by and between DAVID WINTER (‘Employee’) and FLAGG CREEK WATER RECLAMATION DISTRICT (“Employer” or “District”). Employee and District wish to separate on an amicable basis. Employee's last day of employment was April 10, 2020. THEREFORE, in consideration of the foregoing and this Agreement's mutual promises, the sufficiency of which are acknowledged, the parties agree as follows: |. TERMINATION FROM EMPLOYMENT AND PAYMENT OF WAGES THROUGH THE TERMINATION DATE A. Pay at Termination. Employee's employment was involuntarily terminated by the District on April 10, 2020 (the “Termination Date"). Employer paid or will pay Employee's wages eared through the Termination Date. B. Other Consideration Due. Employee may be entitled to severance pay, compensatory time pay, vacation pay, sick pay, bonuses, benefits or other compensation in accordance with established District policies which amounts will be paid to Employee on the next ay period, whether or not he signs this Agreement. I. CONSIDERATION FROM THE DISTRICT A. Additional Severance Payment. The District will pay Employee additional severance pay in the amount of Five Thousand Dollars ($5,000.00), less applicable taxes and withholdings, payable to Employee on the District's regular payroll schedule, provided both parties have signed this Agreement, the Revocation Period referred to in Section V.C. below has passed without prior revocation, Employee has returned all District property and information as required by Section IIlLH. below, (collectively, “Payment Conditions"). The Additional Severance Payment made pursuant to this section is not considered required, mandatory or regular compensation for services performed or in instances of separation via discharge, and is therefore not eligible for deferral or contribution under the District's deferred compensation plan or the IMRF retirement plan. This Additional Severance Payment is being made voluntarily by the District to the Employee whether or not the Employee was not in good standing with the District, as defined under District policies, B. __ Insurance Coverage Eligibility. Employee's eligibility to participate in the District's Blue Cross/Blue Shield health and dental insurance plans terminated on the Termination Date, subject to continuation rights under COBRA. Further premiums, if continuation is elected, shall be at Employee's expense. C. Unemployment. The District will not contest Employee's claim to unemployment ‘compensation, so long as Employee is able to work and is seeking employment. The District may state in response to an inquiry that Employee is receiving or has received the separation payment(s) described in this Agreement.D. _ Dependent Care _or Medical Flexible Spen ount,_Other_Insurance Coverage, Participation in Deferred Compensation Plan. Any Medical Reimbursement Plan entitlements and reimbursements (prescription, dental, vision, hearing) for covered individual or family will cease on the Termination Date. Any group long-term disability insurance coverage will cease on the Termination Date. Any Group Life and Accidental Death and Dismemberment Insurance Coverage will cease on the Termination Date. Conversion of any employee life insurance or long-term disability insurance coverage to an individual policy or policies (at Employee's expense) must be accomplished with an application submitted by Employee to the carrier within thirty-one (31) days of the termination of insurance coverage. The terms of the District's deferred compensation plan and any amounts due Employee under such plan are unaffected by this Agreement. E. References. In response to requests for references from prospective employers, the District will provide only the dates of Employee’s employment, positions held and ‘compensation. F. _Deseription_of ial_Consideration, Employee expressly agrees and acknowledges that the payment provided for under Section IIA. is above and beyond that which Employee is entitled to by the District, or by law, as a result of Employee's involuntary termination from employment. ll, EMPLOYEE'S AGREEMENTS A. Release of AllClaims. The term "Release" or “Releasees' shall be construed as broadly as possible and includes: the District and each of the District's former or current agents, directors, officers, Trustees, employees, divisions, subsidiaries, successors and affiliates (and former or current agents, directors, officers and employees of such divisions, subsidiaries, successors and affiliates), and all other persons acting by, through, under or in concert with any of them. In consideration for the benefits provided in this Agreement, Employee fully releases and discharges the Releases from all legally waivable claims, actions and causes of action of any kind, known or unknown whatsoever, which Employee may presently have or claim to have against any Releasee including, but not limited to, all contract claims; all wrongful discharge or employment claims, all tort claims; all claims arising under the United States and Illinois constitutions, all claims under Title Vil of the Civil Rights Act of 1964, Equal Pay Act, Age Discrimination in Employment Act (ADEA), Older Workers Benefit Protection Act, Rehabilitation ‘Act, Americans with Disabilities Act, Family and Medical Leave Act, Fair Credit Reporting Act, Worker Adjustment Retraining and Notification Act, Immigration Reform and Control Act, ‘Occupational Safety and Health Act, National Labor Relations Act, Illinois Human Rights Act, linois Wage Payment and Collection Act, Workplace Transparency Act, all claims arising under any other civil rights or employment laws or regulations (whether federal, state or local); any federal or state whistleblower laws or statutes, any claims based on District policies and resolutions, including severance policies; and all claims for attorney fees or costs. This Agreement shall not be construed to waive or release Employee's vested rights under the District's employee benefit plans applicable to Employee as of the Termination Date, claims under the Illinois Workers Compensation Act, or claims under the Illinois Unemployment insurance Act. B. Employee Claims. Employee represents and warrants that Employee has not filed any charge, claim or complaint of any kind in any capacity, directly or indirectly, against any Releasee. Employee shall not file any charge, claim or complaint against any Release seeking personal recovery or personal injunctive relief (‘Personal Claim") or any class or collective action relief (‘Class Claim"). Employee shall defend and indemnify the Releasees and hold theReleasees harmless from and against any Personal Claim Employee files (including attorneys’ fees, litigation expenses and costs) or any Class Claim wherein Employee is a named plaintiff or becomes a class member. Nothing in this Agreement shall prohibit the parties to this Agreement from bringing an action to enforce the terms of this Agreement; or prohibit Employee from filing a timely charge or complaint with the IDHR or EEOC or participating in any investigation or proceeding conducted by the IDHR or EEOC (although Employee has waived any right to personal monetary recovery, personal injunctive relief, and class or collective action relief in connection with any such charge or complaint). This paragraph does not pertain to claims brought under the Illinois Workers Compensation Act. C. _Non-Assignment of Claims. Employee has not assigned or transferred any claim or any part or portion thereof (‘Assigned Claim"). Employee shall defend and indemnify the Releases and hold the Releases harmless from and against any Assigned Claim (including attorneys’ fees, litigation expenses and costs). D. Representations. Employee represents and warrants that Employee was permitted by the District to take all leave to which Employee was entitled, that Employee has been properly paid for all time worked while employed by the District and that Employee has received all benefits to which Employee was or is entitled. Employee represents and warrants that Employee knows of no facts and has no reason to believe that Employee's rights under either the Fair Labor Standards Act or the Family and Medical Leave Act have been violated. Employee represents and warrants that he has not suffered any workplace injury at the District prior to his Termination Date. —. Tax Responsibility. Employee shall be liable for any and all taxes that may be due on amounts paid or benefits provided by the District. Employee shall defend and indemnify the District and hold the District harmless from and against any claim (including attorneys’ fees, litigation expenses and costs) for any tax liability the District might incur as a result of any consideration provided to Employee pursuant to this Agreement. F. Confidentiality of Agreement Employee shall keep the fact of, terms and conditions of this Agreement strictly confidential and shall not disclose them to anyone other than Employee's spouse, legal or tax advisors, or as may be required by law. Employee shall obtain the agreement of his spouse, or any legal or tax advisor to be bound by this confidentiality provision prior to disclosing the terms or conditions of this Agreement. If Employee is asked about the terms of this Agreement, Employee may state only that Employee and the District have separated the employment relationship on an amicable basis. G. Confidentiality of District Information. Employee acknowledges that in the course of Employee's employment with the District, Employee has received Confidential information concerning the District, District's products and development of products, the District's clients, and the District's employees. The term “Confidential information” means all scientific, technical, financial, employee and business information of the District, which is of a confidential, trade secret or proprietary character and which has been developed by the District or by Employee (alone or with others) or to which Employee has had access during employment, which is not subject to disclosure under the Freedom of Information Act. Some examples of Confidential information include, but are not limited to: (1) inventions, discoveries, relating to services or potential markets, services of the District; (2) the terms of any agreements, draft agreements or other legal documents; (3) information concerning employees, including salary information; (4) scientific or technological information related to the District's services, including but not limited formulas and processes; (5) the District's software and computer programs and interface programs andimprovements thereto and access codes and passwords, electronic codes or other coding; (6) the District's technology, research, trade secrets and know-how; (7) the District's projections, records, contract terms, business plans, and pricing information; (8) the District's customer lists or names and addresses and other information concerning customers and potential customers, including information concerning customer requirements, customer contacts and decision-makers and decision-making processes, customer budgeting processes, customer business processes and information processing techniques; (9) the District's strategic business plans and market information; and (10) financial analysis, financial data and reports, financial projections, margins, and all other financial information. Confidential Information does not include information that is available to or becomes known to the general public through lawful means. Employee shall keep all Confidential Information confidential and shall not use it or disclose it to third parties without the prior written consent of the District Employee understands that nothing in this Agreement is intended to prohibit Employee from disclosing information, including trade secrets or Confidential Information, which is permitted to be disclosed by the federal Defend Trade Secrets Act of 2016, which provides that: 1, No person shall be held liable under trade secret law for disclosing a trade secret in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a filing in @ lawsuit or other proceeding, if such filing is made under seal; and 2. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to his/her attorney and use it in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose it, except pursuant to court order. H. Return of District Property. Employee has returned (and has not retained any copies in any form) all District documents and information (including all Confidential Information ‘and any other information stored on personally owned computer hard drives, floppy disks or other format), and any vehicles, keys, electronic access devices, badges, pagers, cell phones, smartphones, computers, software, auto transponders, equipment or other property belonging to the District. Employee shall certify under oath that he has returned to the District all versions of ‘source codes or other District property in his possession, that Employee has destroyed and not retained any source codes or other District property on Employee's home computers or in any other form, and that Employee has disclosed to the District all passwords for electronic devices, including computers and mobile devices. 1 Non-Disparagement. Employee shall not criticize, denigrate, engage in retaliation or otherwise disparage the District or any other Releasee using any medium, including but not limited to, any social media platform. J. Agreement Not to Seek Re-Employment. Employee shall not seek reemployment with the District or any Releasee. Employee agrees that, if Employee seeks re-employment with the District or any Release, Employee's application may be rejected without liability and this Agreement can be used as a complete defense by the District or any Releasee. K. Cooperation with Litigation or Other Legal Matters. Employee acknowledges that Employee may have factual information or knowledge that may be useful to the District in connection with current or future legal, regulatory or administrative proceedings. Employee will fully cooperate with the District in the defense or prosecution of any such claims. Employee'scooperation shall include being reasonably available to meet with counsel to prepare for discovery oF trial and to testify truthfully as a witness. The District will not compensate Employee for testifying as a fact witness, but may reimburse Employee for reasonable expenses associated with travel, meals, lodging or other out-of-pocket expenses. L. __Injunctive and Other Relief. Employee agrees and acknowledges that any violation of any provision of this Section III shall constitute a material breach of this Agreement likely to cause irreparable harm to the District. Therefore, Employee agrees that any and each such breach or threatened breach by Employee shall give the District the right to specific performance through injunctive relief requiring Employee to comply with Employee's obligations under this ‘Agreement in addition to any other relief or damages allowed by law. In addition, if the District has reason to seek injunctive or other legal relief to enforce any provision of this Section Il, it may suspend any separation payments or other consideration otherwise payable to Employee at that time, and may seek recovery of any separation payments or other consideration paid to Employee at that time. Any suspension of separation payments or other consideration to be paid, or any recovery of paid separation payments or other paid consideration, shall not void Employee's release of claims under this Agreement, which shall remain in full force and effect. All legal and equitable remedies not reserved under this Section are specifically reserved. The District's exercise of one or more legal or equitable remedies shall in no way impair or prohibit the District from exercising any other legal or equitable remedies. All remedies are cumulative IV. DENIAL OF ANY LIABILITY The District denies any liability to Employee and enters into this Agreement in recognition of Employee's long-term service and to avoid the risk and expense of potential litigation. The parties agree that this Agreement may not be used as evidence (subject to Section J's exception); does not constitute an adjudication or finding on the merits, and is not, and shall not be construed as, an admission by the District of a breach of any contract or agreement, a violation of the District's policies and procedures; or a violation of any state or federal laws or regulations. After execution (including signatures by both Employee and the District), this Agreement may be introduced in evidence to enforce its terms. V. OPPORTUNITY TO CONFER AND OBTAIN ADVICE FROM OTHERS, INCLUDING ATTORNEYS -- OLDER WORKERS’ BENEFIT PROTECTION ACT NOTICES ‘A. Opportunity to Confer. The District advises Employee to confer with an attorney of his own choosing before entering into this Agreement. Employee represents that he has had a full opportunity to confer with an attorney and, if he has not done so, he has knowingly and voluntarily waived the right to confer with an attorney before entering into this Agreement. B. Opportunity to Consider. Employee may take up to twenty-one (21) days to consider whether to execute this Agreement, after which, if this Agreement has not yet been executed, the District's offer to enter into this Agreement shall automatically expire. If Employee signs this Agreement prior to the expiration of the twenty-one (21) day consideration period, Employee represents that Employee fully understands that Employee has been given the ‘opportunity to take at least twenty-one (21) days within which to consider whether to enter into this Agreement and has knowingly and voluntarily waived that opportunity. C. Opportunity to Revoke. Employee has the opportunity to revoke this Agreement within seven (7) days after signing it (‘Revocation Period’), by delivering a written revocation to the District's Executive Director. If this Agreement is revoked by Employee, it will be revoked inits entirety. Revocation will be effective only upon return of consideration, if any, provided by the District under Section II above. This Agreement shall not be effective until the Revocation Period has passed without revocation and both parties have signed the Agreement. D. Waiver of Age-Related Claims. By entering into this Agreement, Employee releases and relinquishes all rights and claims arising under the Age Discrimination in Employment Act, as well as all other federal, state and local laws protecting employees from discrimination, arising up to and including the date of execution of this Agreement. E. No Waiver of Future Claims. By entering into this Agreement, Employee is not waiving any rights or claims that may arise after the date this Agreement is executed VI. COMPLETE AGREEMENT This Agreement is an integrated document. This Agreement supersedes any and all other existing Agreements the District and any of its affiliates may have with Employee, Vil. SEVERABILITY OF INVALID PROVISIONS The provisions of this Agreement are severable. If any provision of this Agreement or its application is held invalid, the invalidity shall not affect other provisions or applications of this ‘Agreement that can be given effect without the invalid provisions or application. Vill, VENUE/CHOICE OF LAWIATTORNEYS’ FEESMWAIVER OF RIGHT TO TRIAL BY JURY ‘Any dispute arising under this Agreement or arising out of Employee's employment relationship with the District shall be brought in the State of Illinois. This Agreement has been negotiated within the State of linois and the rights and obligations of the parties to this Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Mlinois without regard to principles of conflict of laws. In any action brought to enforce this ‘Agreement, or to deciare the rights of the parties under this Agreement, the prevailing party shall be entitied to recover reasonable attorneys’ fees, itigation expenses, and costs as determined by the presiding judge. EMPLOYEE EXPRESSLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF ANY BREACH OF THIS AGREEMENT. IX. NO WAIVER OF BREACH No waiver of any breach of any term or provision of this Agreement shall be binding unless in writing and signed by the party waiving the breach. No waiver of any breach of any term or provision of this Agreement shall be construed to be, nor shall be, @ waiver of any other breach of this Agreement. X. KNOWING AND VOLUNTARY WAIVER Employee has carefully read and fully understands all of the provisions of this Agreement. Employee knowingly and voluntarily enters into this Agreement. Xl, FURTHER ASSURANCES ‘The parties agree to cooperate fully and to execute any and all supplementary documents 6and to take all additional actions that may be necessary or appropriate to give full force to the terms of this Agreement. Xl. HEADING NOT BINDING/COUNTERPARTSI/ORIGINALS AND COPIES The use of headings in this Agreement is only for ease of reference and the headings have no effect and are not to be considered part of or terms of this Agreement. This Agreement may be executed in counterparts. A photocopy, PDF copy or facsimile copy of this Agreement shall be as effective as an original. EMPLOYEE HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL THE PROVISIONS: OF THIS AGREEMENT. EMPLOYEE REPRESENTS THAT HE IS ENTERING INTO THIS AGREEMENT VOLUNTARILY AND THAT THE CONSIDERATION EMPLOYEE RECEIVES IN EXCHANGE FOR EXECUTING THIS AGREEMENT IS GREATER THAN THAT TO WHICH EMPLOYEE WOULD BE ENTITLED IN THE ABSENCE OF THIS AGREEMENT. EMPLOYEE REPRESENTS THAT HE IS NOT RELYING ON ANY REPRESENTATION OR UNDERSTANDING NOT STATED IN THIS AGREEMENT. Executed this day of , 2020. DAVID WINTER Executed this day of FLAGG CREEK WATER RECLAMATION , 2020. DISTRICT AttestCONFIDENTIAL SEPARATION AGREEMENT WAIVER AND RELEASE NOTICE: You are advised to consult with an attorney prior to executing this Agreement This Confidential Separation Agreement, Waiver and Release ("Agreement’) is a contract made by and between CESAR GALLARZO ("Employee") and FLAGG CREEK WATER RECLAMATION DISTRICT (‘Employer’ or “District’). Employee and District wish to separate on an amicable basis. Employee's last day of employment was April 10, 2020. THEREFORE, in consideration of the foregoing and this Agreement's mutual promises, the sufficiency of which are acknowledged, the parties agree as follows: TERMINATION FROM EMPLOYMENT AND PAYMENT OF WAGES THROUGH THE TERMINATION DATE A. Payat Termination. Employee's employment was involuntarily terminated by the District on April 10, 2020 (the “Termination Date"). Employer paid or will pay Employee's wages ‘earned through the Termination Date B. Other Consideration Due. Employee may be entitled to severance pay, compensatory time pay, vacation pay, sick pay, bonuses, benefits or other compensation in accordance with established District policies which amounts will be paid to Employee on the next pay period, whether or not he signs this Agreement, I. CONSIDERATION FROM THE DISTRICT A. Additional Severance Payment. The District will pay Employee additional severance pay in the amount of Five Thousand Dollars ($5,000.00), less applicable taxes and withholdings, payable to Employee on the District's regular payroll schedule, provided both parties have signed this Agreement, the Revocation Period referred to in Section V.C. below has passed without prior revocation, Employee has returned all District property and information as required by Section IIH. below, (collectively, “Payment Conditions’). The Additional Severance Payment made pursuant to this section is not considered required, mandatory or regular compensation for services performed or in instances of separation via discharge, and is therefore not eligible for deferral or contribution under the District's deferred compensation plan or the IMRF retirement plan. This Additional Severance Payment is being made voluntarily by the District to the Employee whether or not the Employee was not in good standing with the District, as defined under District policies. B. Insurance Coverage Eligibility. Employee's eligibility to participate in the District's Blue Cross/Biue Shield health and dental insurance plans terminated on the Termination Date, subject to continuation rights under COBRA. Further premiums, if continuation is elected, shall be at Employee's expense. C. Unemployment. The District will not contest Employee's ciaim to unemployment ‘compensation, so long as Employee is able to work and is seeking employment. The District may state in response to an inquiry that Employee is receiving or has received the separation payment(s) described in this AgreementD. _ Dependent Care _or Medical Flexible Spending Account, Other_Insurance Coverage, Participation in Deferred Compensation Plan. Any Medical Reimbursement Plan entitlements and reimbursements (prescription, dental, vision, hearing) for covered individual or family will cease on the Termination Date. Any group long-term disability insurance coverage will cease on the Termination Date. Any Group Life and Accidental Death and Dismemberment Insurance Coverage will cease on the Termination Date. Conversion of any employee life insurance or long-term disability insurance coverage to an individual policy or policies (at Employee's expense) must be accomplished with an application submitted by Employee to the carrier within thirty-one (31) days of the termination of insurance coverage. The terms of the District's deferred compensation pian and any amounts due Employee under such plan are unaffected by this Agreement. E. References. In response to requests for references from prospective employers, the District will provide only the dates of Employee's employment, positions held and ‘compensation. F. _ Description_of Additional Consideration. Employee expressly agrees and acknowledges that the payment provided for under Section 1,A. is above and beyond that which Employee is entitled to by the District, or by law, as a result of Employee's involuntary termination from employment. lll, EMPLOYEE'S AGREEMENTS A. Release of All Claims. The term “Releasee" or "Releasees" shall be construed as broadly as possible and includes: the District and each of the District's former or current agents, directors, officers, Trustees, employees, divisions, subsidiaries, successors and affiliates (and former or current agents, directors, officers and employees of such divisions, subsidiaries, successors and affiliates), and all other persons acting by, through, under or in concert with any of them. In consideration for the benefits provided in this Agreement, Employee fully releases and discharges the Releasees from all legally waivable claims, actions and causes of action of any kind, known or unknown whatsoever, which Employee may presently have or claim to have against any Releasee including, but not limited to, all contract claims; all wrongful discharge or employment claims, all tort claims; all claims arising under the United States and Illinois constitutions, all claims under Title Vil of the Civil Rights Act of 1964, Equal Pay Act, Age Discrimination in Employment Act (ADEA), Older Workers Benefit Protection Act, Rehabilitation Act, Americans with Disabilities Act, Family and Medical Leave Act, Fair Credit Reporting Act, Worker Adjustment Retraining and Notification Act, Immigration Reform and Control Act, Occupational Safety and Health Act, National Labor Relations Act, Illinois Human Rights Act, Ilinois Wage Payment and Collection Act, Workplace Transparency Act, all claims arising under any other civil rights or employment laws or regulations (whether federal, state or local); any federal or state whistleblower laws or statutes, any claims based on District policies and Tesolutions, including severance policies; and all claims for attorney fees or costs. This Agreement shall not be construed to waive or release Employee's vested rights under the District's employee benefit plans applicable to Employee as of the Termination Date, claims under the Illinois Workers Compensation Act, or claims under the illinois Unemployment Insurance Act. B, Employee Claims. Employee represents and warrants that Employee has not filed any charge, claim or complaint of any kind in any capacity, directly or indirectly, against any Releasee. Employee shall not file any charge. claim or complaint against any Release seeking personal recovery or personal injunctive relief (‘Personal Claim”) or any class or collective action relief ("Class Claim’). Employee shall defend and indemnify the Releasees and hold theReleasees harmless from and against any Personal Claim Employee files (including attorneys’ fees, litigation expenses and costs) or any Class Claim wherein Employee is a named plaintiff or becomes a class member. Nothing in this Agreement shall prohibit the parties to this Agreement from bringing an action to enforce the terms of this Agreement; or prohibit Employee from filing a timely charge or complaint with the IDHR or EEOC or patticipating in any investigation or proceeding conducted by the IDHR or EEOC (although Employee has waived any right to Personal monetary recovery, personal injunctive relief, and class or collective action relief in connection with any such charge or complaint). This paragraph does not pertain to claims brought under the Illinois Workers Compensation Act. C. _Non-Assignment of Claims. Employee has not assigned or transferred any claim ‘or any part or portion thereof (“Assigned Ciaim’). Employee shall defend and indemnify the Releasees and hold the Releasees harmless from and against any Assigned Claim (including attorneys’ fees, litigation expenses and costs). D. Representations. Employee represents and warrants that Employee was permitted by the District to take all leave to which Employee was entitled, that Employee has been properly paid for all time worked while employed by the District and that Employee has received all benefits to which Employee was or is entitled. Employee represents and warrants that Employee knows of no facts and has no reason to believe that Employee's rights under either the Fair Labor Standards Act or the Family and Medical Leave Act have been violated. Employee represents and warrants that he has not suffered any workplace injury at the District prior to his ‘Termination Date. E. Tax Responsibility. Employee shall be liable for any and all taxes that may be due on amounts paid or benefits provided by the District. Employee shall defend and indemnify the District and hold the District harmless from and against any claim (including attorneys’ fees, litigation expenses and costs) for any tax liability the District might incur as a result of any consideration provided to Employee pursuant to this Agreement. F. Confidentiality of Agreement. Employee shall keep the fact of, terms and conditions of this Agreement strictly confidential and shall not disclose them to anyone other than Employee's spouse, legal or tax advisors, or as may be required by law. Employee shall obtain the agreement of his spouse, or any legal or tax advisor to be bound by this confidentiality provision prior to disclosing the terms or conditions of this Agreement. if Employee is asked about the terms of this Agreement, Employee may state only that Employee and the District have separated the employment relationship on an amicable basis. G. Confidentiality of District Information. Employee acknowledges that in the course of Employee's employment with the District, Employee has received Confidential Information concerning the District, District's products and development of products, the District's clients, and the District's employees. The term ‘Confidential information’ means all scientific, technical, financial, employee and business information of the District, which is of a confidential, trade secret or proprietary character and which has been developed by the District or by Employee (alone or with others) or to which Employee has had access during employment, which is not subject to disclosure under the Freedom of Information Act. Some examples of Confidential Information include, but are not limited to: (1) inventions, discoveries, relating to services or potential markets, services of the District; (2) the terms of any agreements, draft agreements or other legal documents; (3) information concerning employees, including salary information; (4) scientific or technological information related to the District's services, including but not limited formulas and processes; (5) the District's software and computer programs and interface programs andimprovements thereto and access codes and passwords, electronic codes or other coding; (6) the District's technology, research, trade secrets and know-how, (7) the District's projections, records, contract terms, business plans, and pricing information; (8) the District’s customer lists or names and addresses and other information concerning customers and potential customers, including information concerning customer requirements, customer contacts and decision-makers and decision-making processes, customer budgeting processes, customer business processes and information processing techniques; (9) the District's strategic business plans and market information; and (10) financial analysis, financial data and reports, financial projections, margins, and all other financial information. Confidential Information does not include information that is available to or becomes known to the general public through lawful means. Employee shall keep all Confidential Information confidential and shall not use it or disclose it to third parties without the prior written consent of the District. Employee understands that nothing in this Agreement is intended to prohibit Employee from disclosing information, including trade secrets or Confidential Information, which is permitted to be disclosed by the federal Defend Trade Secrets Act of 2016, which provides that 1. No person shall be held liable under trade secret law for disclosing a trade secret in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or in a filing in a lawsuit or other proceeding, if such filing is made under seal; and 2. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to his/her attorney and use it in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose it, except pursuant to court order. H. Return of District Property. Employee has retumed (and has not retained any copies in any form) all District documents and information (including all Confidential Information and any other information stored on personally owned computer hard drives, floppy disks or other format), and any vehicles, Keys, electronic access devices, badges, pagers, cell phones, ‘smartphones, computers, software, auto transponders, equipment or other property belonging to the District. Employee shall certify under oath that he has returned to the District all versions of source codes or other District property in his possession, that Employee has destroyed and not retained any source codes or other District property on Employee's home computers or in any other form, and that Employee has disclosed to the District all passwords for electronic devices, including computers and mobile devices. |. __Non-Disparagement. Employee shall not criticize, denigrate, engage in retaliation or otherwise disparage the District or any other Releasee using any medium, including but not limited to, any social media platform J. Agreement Not to Seek Re-Employment. Employee shall not seek reemployment with the District or any Releasee. Employee agrees that, if Employee seeks re-employment with the District or any Releasee, Employee's application may be rejected without liability and this Agreement can be used as a complete defense by the District or any Release. K. Cooperation with Litigation or Other Leaal Matters. Employee acknowledges that Employee may have factual information or knowledge that may be useful to the District in connection with current or future legal, regulatory or administrative proceedings. Employee will fully cooperate with the District in the defense or prosecution of any such claims, Employee's‘cooperation shall include being reasonably available to meet with counsel to prepare for discovery or trial and to testify truthfully as a witness. The District will not compensate Employee for testifying as a fact witness, but may reimburse Employee for reasonable expenses associated with travel, meals, lodging or other out-of-pocket expenses. L. __Injunctive and Other Relief, Employee agrees and acknowledges that any violation of any provision of this Section Ill shall constitute a material breach of this Agreement likely to cause irreparable harm to the District. Therefore, Employee agrees that any and each such breach or threatened breach by Employee shall give the District the right to specific performance through injunctive relief requiring Employee to comply with Employee's obligations under this ‘Agreement in addition to any other relief or damages allowed by law. In addition, if the District has reason to seek injunctive or other legal relief to enforce any provision of this Section Ill, it may suspend any separation payments or other consideration otherwise payable to Employee at that time, and may seek recovery of any separation payments or other consideration paid to Employee at that time. Any suspension of separation payments or other consideration to be paid, or any recovery of paid separation payments or other paid consideration, shall not void Employee's release of claims under this Agreement, which shall remain in full force and effect. All legal and equitable remedies not reserved under this Section are specifically reserved. The District's exercise of one or more legal or equitable remedies shall in no way impair or prohibit the District from exercising any other legal or equitable remedies. All remedies are cumulative. IV. DENIAL OF ANY LIABILITY The District denies any liability to Employee and enters into this Agreement in recognition of Employee's long-term service and to avoid the risk and expense of potential litigation. The parties agree that this Agreement may not be used as evidence (subject to Section J's exception); does not constitute an adjudication or finding on the merits; and is not, and shall not be construed as, an admission by the District of a breach of any contract or agreement; a violation of the District's policies and procedures; or a violation of any state or federal laws or regulations. After execution (including signatures by both Employee and the District), this Agreement may be introduced in evidence to enforce its terms. V. OPPORTUNITY TO CONFER AND OBTAIN ADVICE FROM OTHERS, INCLUDING ATTORNEYS - OLDER WORKERS’ BENEFIT PROTECTION ACT NOTICES ‘A. Opportunity to Confer. The District advises Employee to confer with an attorney of his own choosing before entering into this Agreement. Employee represents that he has had a full opportunity to confer with an attomey and, if he has not done so, he has knowingly and voluntarily waived the right to confer with an attorney before entering into this Agreement. B. Opportunity to Consider. Employee may take up to twenty-one (21) days to consider whether to execute this Agreement, after which, if this Agreement has not yet been executed, the District's offer to enter into this Agreement shall automatically expire. If Employee signs this Agreement prior to the expiration of the twenty-one (21) day consideration period, Employee represents that Employee fully understands that Employee has been given the opportunity to take at least twenty-one (21) days within which to consider whether to enter into this Agreement and has knowingly and voluntarily waived that opportunity. C. Opportunity to Revoke. Employee has the opportunity to revoke this Agreement within seven (7) days after signing it ("Revocation Period"), by delivering a written revocation to the District's Executive Director. If this Agreement is revoked by Employee, it will be revoked inits entirety. Revocation will be effective only upon return of consideration, if any, provided by the District under Section II above. This Agreement shall not be effective until the Revocation Period has passed without revocation and both parties have signed the Agreement. D. Waiver of Age-Related Claims. By entering into this Agreement, Employee releases and relinquishes all rights and claims arising under the Age Discrimination in Employment Act, as well as all other federal, state and local laws protecting employees from discrimination, arising up to and including the date of execution of this Agreement, E. No Waiver of Future Claims. By entering into this Agreement, Employee is not waiving any rights or claims that may arise after the date this Agreement is executed. Vi. COMPLETE AGREEMENT This Agreement is an integrated document. This Agreement supersedes any and all other existing Agreements the District and any of its affiliates may have with Employee. Vil, SEVERABILITY OF INVALID PROVISIONS The provisions of this Agreement are severable. If any provision of this Agreement or its application is held invalid, the invalidity shall not affect other provisions or applications of this ‘Agreement that can be given effect without the invalid provisions or application Vill, VENUE/CHOICE OF LAW/ATTORNEYS’ FEESMWAIVER OF RIGHT TO TRIAL BY JURY Any dispute arising under this Agreement or arising out of Employee's employment relationship with the District shall be brought in the State of Illinois. This Agreement has been negotiated within the State of Ilinois and the rights and obligations of the parties to this Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Illinois without regard to principles of conflict of laws. In any action brought to enforce this ‘Agreement, or to deciare the rights of the parties under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, litigation expenses, and costs as determined by the presiding judge. EMPLOYEE EXPRESSLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF ANY BREACH OF THIS AGREEMENT. 1X. NO WAIVER OF BREACH No waiver of any breach of any term or provision of this Agreement shall be binding unless in writing and signed by the party waiving the breach. No waiver of any breach of any term or provision of this Agreement shall be construed to be, nor shall be, a waiver of any other breach of this Agreement. % KNOWING AND VOLUNTARY WAIVER Employee has carefully read and fully understands all of the provisions of this Agreement. Employee knowingly and voluntarily enters into this Agreement. XI. FURTHER ASSURANCES, The parties agree to cooperate fully 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 terms of this Agreement. Xi. HEADING NOT BINDING/COUNTERPARTSI/ORIGINALS AND COPIES The use of headings in this Agreement is only for ease of reference and the headings have no effect and are not to be considered part of or terms of this Agreement. This Agreement may be executed in counterparts. A photocopy, PDF copy or facsimile copy of this Agreement shall be as effective as an original EMPLOYEE HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL THE PROVISIONS OF THIS AGREEMENT. EMPLOYEE REPRESENTS THAT HE IS ENTERING INTO THIS AGREEMENT VOLUNTARILY AND THAT THE CONSIDERATION EMPLOYEE RECEIVES IN EXCHANGE FOR EXECUTING THIS AGREEMENT |S GREATER THAN THAT TO WHICH EMPLOYEE WOULD BE ENTITLED IN THE ABSENCE OF THIS AGREEMENT. EMPLOYEE REPRESENTS THAT HE IS NOT RELYING ON ANY REPRESENTATION OR UNDERSTANDING NOT STATED IN THIS AGREEMENT. Executed this _ day of , 2020 atiesn cece ees seesee saree CESAR GALLARZO Executed this __day of FLAGG CREEK WATER RECLAMATION 2020. DISTRICT Bee eee eee eee Tis President Attest: Clerk