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HomeMy WebLinkAboutVALDEZ, JUDITH [�IA;Y A-2026-088 L{_r� vLC_f\'K I)A L: JUN 2 4 7076 0 6A0(tR) 0-0 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release ("Agreement") is made and entered into by and between Judith Valdez ("Valdez") and the City of Santa Ana(the"City") (collectively the "Parties"). In consideration for the execution of this Agreement, and the performance of the terms and conditions set forth herein,the Parties agree as follows. A. Whereas,Valdez filed lawsuits against the City based on (1) allegations concerning Valdez's employment with the City in the action captioned Judith Valdez v. City of Santa Ana, Orange County Superior Court, Case No. 30-2023-01359457-CU-OE-NJC and (2) allegations concerning personal injuries Valdez incurred during her employment with the City in the action captioned Jorge Arroyo, et al.v. City of Santa Ana, Orange County Superior Court, Case No. 30-2025-01492970-CU-PO-CJC (collectively,the"Actions"); B. Whereas,the City denies, and continues to deny Valdez's claims in the Actions and denies any other wrongful or unlawful conduct, claim, damage,or liability of any kind; C. Whereas,the Parties desire to reach a full and final settlement and resolution of all claims, controversies, and disputes that Valdez has or may have against the Released Parties (as defined below); D. Whereas,the Parties desire to reach a full and final settlement and resolution of all claims, controversies, and disputes that the City has or may have against Valdez; E. NOW THEREFORE, in consideration for the execution of this Agreement and the performance of the terms and conditions herein, and without admission of liability,the Parties agree as follows: 1. Consideration. In consideration for the execution of this Agreement, and the performance of the terms and conditions set forth herein,the Parties hereby agree as follows: a. Settlement Payment. Subject to the performance of the terms and conditions set forth herein,the City will pay Valdez the total amount of Nine Hundred Fifty Thousand($950,000), less applicable withholdings as set forth below ("Settlement Payment"). The Settlement Payment will be made in two checks: (1) one check for alleged but disputed lost wages made payable to Valdez in the amount of Ten Thousand Dollars ($10,000), less applicable withholdings,to be reported on a Form W-2; and (2) one check for alleged but disputed personal injury damages, attorneys'fees,and costs made payable to Elite Trial Group Law Firm Trust Account in the amount of Nine Hundred Forty Thousand Dollars ($940,000), subject to the issuance of an IRS Form 1099. The Settlement Payment will be provided to Elite Trial Group Law Firm, 30950 Rancho Viejo Road, Suite 22613, San Juan Capistrano,CA 92675, via wire- transfer or FedEx Overnight Delivery (and the City shall inform Valdez's counsel in writing beforehand of the exact date of the wire-transfer or overnight delivery),within Twenty-Three (23)calendar days after the Effective Date of this Agreement(as defined below). a. Good and Valuable Consideration. The Parties expressly agree that the consideration set forth in this Section 1 constitutes good and valuable consideration in addition to 4935- 33-886.1 1 of 9 JV ity's Initials Valdez's Initials anything to which Valdez is already entitled,and the City has no independent legal duty to provide Valdez with the consideration set forth in this Agreement, absent the terms of the Agreement itself. The Parties understand and agree that they will not receive the consideration specified herein, except for the Parties'execution of this Agreement and the fulfillment of the promises contained herein. 2. Tax. No party or attorney for any party has made any representations or warranties regarding the taxability of the Settlement Payment made herein. Valdez agrees to assume all risks regarding the tax consequences to her of the Settlement Payment, if any. Valdez further agrees to indemnify and hold harmless the Released Parties against any assessment of payroll,withholding,FICA, or other taxes or penalties on the Settlement Payment,if any, which may be assessed solely against her by any governmental tax authority and which may be due and payable solely by her in connection with the Settlement Payment made herein. 3. Valdez Release of Claims. Valdez, and anyone and any entity claiming through Valdez, including but not limited to Valdez's heirs, administrators, successors in interest, assigns and agents, hereby release and forever discharge the City and each of its respective past,present and future employees,officers,public officials,council members, directors, members, agents, trustees, administrators, representatives, insurers, fiduciaries, attorneys, affiliates, related entities, assigns,predecessors and successors in interest, and each and all of them,jointly and severally(collectively the"Released Patties"),from any and all liabilities, claims, causes of actions, charges, complaints, obligations, costs, losses, damages, injuries,penalties, interest, attorneys'fees, and other legal responsibilities,of any form whatsoever,whether known or unknown, unforeseen, unanticipated, unsuspected or latent, which Valdez has at any time owned or held prior to the date of Valdez's execution of this Agreement, including but not limited to, any and all claims arising out of, connected with, or relating to: • The Actions; • Valdez's employment with the Released Patties; • Any act or omission by the Released Parties; • Title VII of the Civil Rights Act of 1964, as amended; • The Civil Rights Act of 1991,as amended; • Sections 1981 through 1988 of Title 42 of the United States Code, as amended; • The Age Discrimination in Employment Act of 1967,as amended; • The Family Medical Leave Act, as amended; • The Employee Retirement Income Security Act of 1974, as amended; • The Immigration Reform and Control Act, as amended; • The Americans with Disabilities Act of 1990, as amended; • The Fair Labor Standards Act, as amended; • The Workers Adjustment and Retraining Notification Act, as amended; • The Occupational Safety and Health Act,as amended; • The California Fair Employment and Housing Act, as amended; • The California Labor Code, as amended; • The Sarbanes-Oxley Act of 2002, as amended; • The California Family Rights Act; 4935-1333 68 6.1 2 of 9 JV ity's Initials Valdez's Initials • The California Private Attorney General Act, as amended; • California Equal Pay Law, as amended; • IWC Wage Orders, as amended; • Any claims under California law; • California health and safety laws and regulations; • Any other federal, state or local law,regulation or municipal ordinance, including those regulating compensation and those prohibiting discrimination,harassment, or retaliation of any kind; • Any claim based on violation of public policy,breach of contract,tort,fraud, misrepresentation,defamation,negligent or intentional infliction of emotional distress, or any other common law claim; • Any act or omission by any of the Released Parties; and/or • Any claim for costs,fees, equity, interest,or other expenses, including attorneys' fees. 4. City Release of Claims. The City hereby releases and forever discharges Valdez from any and all liabilities, claims, causes of actions, charges, complaints, obligations,costs, losses, damages,injuries,penalties, interest, attorneys'fees, and other legal responsibilities, of any form whatsoever,whether known or unknown, unforeseen,unanticipated, unsuspected or latent,which it has at any time owned or held prior to the date of Valdez's execution of this Agreement. However,the Parties acknowledge and agree that the City can only release claims on behalf of itself, and cannot release the claims of the City's past,present and future employees, officers,public officials, council members,directors,members, agents,trustees, administrators,representatives,insurers,fiduciaries, attorneys,affiliates,related entities, assigns,predecessors and successors in interest, on their behalf. 5. Mutual Release of Unknown Claims. The Parties understand that the release of claims set forth herein is intended to be comprehensive in scope and to cover claims that the Parties know about and may not foresee or know about as of the date of Valdez's execution of this Agreement. The Parties have reviewed and expressly waive any and all rights which they may have under Section 1542 of the Civil Code of the State of California which are as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER,WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." This Agreement extends to all claims or causes of action, of every nature and kind whatsoever,known or unknown,enumerated in this Agreement or otherwise. The Parties may hereafter discover presently unknown facts or claims different from or in addition to those that they now know as to the matters released herein. Nevertheless, it is the Parties'intention,through this Agreement,to fully release all such matters and all claims related thereto,which do now exist,may exist, or heretofore have existed as of the date of Valdez's execution of this Agreement. However,the Parties acknowledge and agree that the City can only release claims on behalf of itself,and cannot release the claims of the City's past, present and future employees, officers,public officials,council members,directors,members, agents,trustees,administrators,representatives, insurers,fiduciaries,attorneys,affiliates,related entities,assigns,predecessors and successors in interest, on their behalf. 4v3 z -6asb.1 3 of 9 JV ity's Initials Valdez's Initials 6. Medi-Cal. a. Valdez represents that she has not received Medi-Cal benefits arising from, in connection with, or related to the matters forming the basis of the Actions. Valdez acknowledges and agrees that it is her responsibility, and not the responsibility of the City or the Released Parties to reimburse Medi-Cal for any payments made by Medi-Cal on behalf of Valdez. b. Valdez specifically warrants and represents that any and all payments, liens, claims and subrogated interests of whatever nature or character asserted or potentially asserted by Medi-Cal and/or persons or entities acting on behalf of Medi-Cal (hereinafter"Medi- Cal Claims") arising from or related to the matters forming the basis of the Actions have been, or will be, resolved and satisfied prior to receipt of any settlement funds. C. Valdez agrees to indemnify and hold harmless the Released Parties from any and all Medi-Cal Claims that have been or may in the future be related to, arise out of, or are in connection with payments by Medi-Cal arising from or related to the matters forming the basis of the Actions. This indemnification obligation includes all damages and costs incurred by the City,their attorneys,their insurers,and the Released Parties, including but not limited to attorney's fees incurred by or on behalf of the Released Parties, their attorneys, and their insurers, as well as fines,penalties, multipliers, costs, interest, expenses, and judgments. d. The City is relying upon the representations and warranties of Valdez regarding Medi-Cal. If Valdez's representations are not correct or the required actions are not performed, it is acknowledged and agreed that Valdez shall indemnify the City,their attorneys, their insurers, and the Released Parties for any damages, legal fees, and costs or expenses for any failure to adhere to the representations and warranties contained herein. 7. Medicare a. Valdez represents that she has not received Medicare benefits arising from, in connection with, or related to the matters forming the basis of the Actions. Valdez acknowledges and agrees that it is her responsibility, and not the responsibility of the City or the Released Parties to reimburse Medicare for any payments made by Medicare on behalf of Valdez. b. Valdez specifically warrants and represents that any and all payments, liens, claims and subrogated interests of whatever nature or character asserted or potentially asserted by Medicare and/or persons or entities acting on behalf of Medicare (hereinafter "Medicare Claims") arising from or related to the matters forming the basis of the Actions have been, or will be,resolved and satisfied prior to receipt of any settlement funds. C. Valdez agrees to indemnify and hold harmless the Released Parties from any and all Medicare Claims that have been or may in the future be related to, arise out of, or are in connection with payments by Medicare arising from or related to the matters forming the basis of the Actions. This indemnification obligation includes all damages and costs incurred by the ZV-6886.1 4 of 9 J V City s Initials Valdez's Initials City,their attorneys, their insurers, and the Released Parties, including but not limited to attorney's fees incurred by or on behalf of the Released Parties, their attorneys, and their insurers, as well as fines, penalties, multipliers,costs, interest, expenses, and judgments. d. The City is relying upon the representations and warranties of Valdez regarding Medicare. If Valdez's representations are not correct or the required actions are not performed, it is acknowledged and agreed that Valdez shall indemnify the City,their attorneys, their insurers, and the Released Parties for any damages, legal fees, and costs or expenses for any failure to adhere to the representations and warranties contained herein. 8. Older Worker's Benefit Protection Act. This Agreement constitutes a knowing and voluntary waiver of any and all rights or claims Valdez has or may have under the federal Age Discrimination in Employment Act, as amended by the Older Workers'Benefit Protection Act of 1990,29 U.S.C. §§ 621, et seMc. This paragraph and this Agreement are written in a manner which Valdez fully understands. Valdez is hereby advised in writing to consult with an attorney before signing this Agreement, and has, in fact had the opportunity to do so. Valdez specifically waives any rights or claims arising under the ADEA.This Agreement does not waive rights or claims under the ADEA that may arise after the date this Agreement is executed. The rights and claims waived in this Agreement are in exchange for consideration over and above anything of value to which Valdez is already entitled. Valdez has up to 21 days in which to consider signing this Agreement. If Valdez decides not to use all 21 days,Valdez knowingly and voluntarily waives any claims Valdez was not given the 21-day period or did not use the entire 21 days to consider this Agreement. Valdez may revoke this Agreement at any time within the 7-day period following the date Valdez signs this Agreement by providing written notice of revocation to the City by email at sflores@santa-ana.org so such written notice is received before the 7-day period revocation period expires. If Valdez does not revoke this Agreement within the 7-day revocation period,this Agreement will become effective on the 8th day after Valdez signs and dates this Agreement, initials each page of it, and returns an original executed Agreement to the City (the"Revocation Period"). If Valdez revokes this Agreement as set forth above,Valdez will not receive the consideration specified in this Agreement. 9. Effective Date. The"Effective Date" of this Agreement will be when all of the following conditions have occurred: (a)Valdez executes and dates the Agreement, (b)Valdez executes and dates a Request for Dismissal of the Actions with prejudice ("Request for Dismissal"), (c)Valdez's counsel provides to the City's counsel the executed Agreement, Request for Dismissal, and completed W-4 and W-9 forms for Valdez and their firm, and (d)the Revocation Period set forth above has expired. The City will not file the Request for Dismissal with the Court until 3 calendar days after the two checks of the Settlement Payment have been made to Valdez and Valdez's counsel and the two checks have cleared both Valdez's and Valdez's counsel's financial institutions. 10. Effectuating Dismissals. Upon receipt of the Settlement Payment,Valdez agrees to cause her counsel to take whatever steps are needed to effectuate the dismissal of all claims within the Actions with prejudice. 49 5-2" 3-6886.I 5 of 9 JV City's Initials ValdeZs Initials 11. Good Faith Dispute. There is a good faith dispute between the Parties as to whether Valdez is owed any additional payments, including but not limited to wages,bonuses, PTO,vacation, sick leave, holidays,reimbursements,benefits, and/or penalties,except for the Settlement Payment, and Valdez is willing to compromise and resolve all such claims by accepting the consideration set forth in Section 1 above under the terms of this Agreement. 12. Covenant Not to Sue. Valdez will not directly or indirectly institute any legal action against the Released Parties based upon, arising out of,or relating to any claims released in this Agreement,to the extent allowed by law. Valdez has not and will not directly or indirectly encourage and/or solicit any third party to institute any legal Actions against the Released Parties,to the extent allowed by law. 13. CIRCULAR 230 DISCLAIMER. CIRCULAR 230 DISCLAIMER. EACH PARTY TO THIS AGREEMENT(FOR PURPOSES OF THIS SECTION,THE "ACKNOWLEDGING PARTY";AND EACH PARTY TO THIS AGREEMENT OTHER THAN THE ACKNOWLEDGING PARTY,AN "OTHER PARTY")ACKNOWLEDGES AND AGREES THAT(1)NO PROVISION OF THIS AGREEMENT,AND NO WRITTEN COMMUNICATION OR DISCLOSURE BETWEEN OR AMONG THE PARTIES OR THEIR ATTORNEYS AND OTHER ADVISERS, IS OR WAS INTENDED TO BE,NOR SHALL ANY SUCH COMMUNICATION OR DISCLOSURE CONSTITUTE OR BE CONSTRUED OR BE RELIED UPON AS,TAX ADVICE WITHIN THE MEANING OF UNITED STATES TREASURY DEPARTMENT CIRCULAR 230 (31 CFR PART 10,AS AMENDED); (2) THE ACKNOWLEDGING PARTY(A)HAS RELIED EXCLUSIVELY UPON HIS,HER OR ITS OWN INDEPENDENT LEGAL AND TAX ADVISERS FOR ADVICE(INCLUDING TAX ADVICE)IN CONNECTION WITH THIS AGREEMENT, (B)HAS NOT ENTERED INTO THIS AGREEMENT BASED UPON THE RECOMMENDATION OF ANY OTHER PARTY OR ANY ATTORNEY OR ADVISOR TO ANY OTHER PARTY,AND (C)IS NOT ENTITLED TO RELY UPON ANY COMMUNICATION OR DISCLOSURE BY ANY ATTORNEY OR ADVISER TO ANY OTHER PARTY TO AVOID ANY TAX PENALTY THAT MAY BE IMPOSED ON THE ACKNOWLEDGING PARTY;AND (3)NO ATTORNEY OR ADVISER TO ANY OTHER PARTY HAS IMPOSED ANY LIMITATION THAT PROTECTS THE CONFIDENTIALITY OF ANY SUCH ATTORNEY'S OR ADVISER'S TAX STRATEGIES (REGARDLESS OF WHETHER SUCH LIMITATION IS LEGALLY BINDING)UPON DISCLOSURE BY THE ACKNOWLEDGING PARTY OF THE TAX TREATMENT OR TAX STRUCTURE OF ANY TRANSACTIONS,INCLUDING ANY TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. 14. No Other Claims. Except with regard to her California Civil Rights Department Complaint, Government Claim and the Actions,Valdez has no other claims and shall dismiss with prejudice or withdraw any and all existing claims,charges and/or complaints filed by Valdez against the Released Parties with any and all government agencies,tribunals,and/or courts,to the extent such claims are able to be dismissed or withdrawn. 15. No Admission of Wrongdoing_ Neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed as an admission of liability or a9s � -6sse.1 6 of 9 Jv it)�s initials Valde2s Initials wrongdoing on the part of Valdez or the Released Parties, or any of them, nor shall they be admissible as evidence in any proceeding other than for the enforcement of this Agreement. 16. Enforcement. In the event that any Party to this Agreement institutes any action or proceeding to enforce this Agreement,any of the provisions or terms of this Agreement or for a declaration of rights pertaining to this Agreement,the prevailing party in that action or proceeding shall be entitled to recover all of the reasonable attorneys'fees and costs incurred by her/it in that action or proceeding. 17. Right to Consult an Attorney. The Parties are hereby advised in writing of their right to consult an attorney regarding this Agreement,and are hereby advised of a reasonable time of not less than 5 business days in which to do so. If the Parties decide not to use all 5 business days, the Parties do so knowingly and voluntarily,without inducement by the other Party. The City has not made any representations or threats to withdraw or alter the terms of this Agreement prior to the expiration of 5 business day period, or offered to provide different terms to Valdez if Valdez signs this Agreement prior to the expiration of the 5 business day period. 18. Acknowledgment. The Parties have read this Agreement, have the authority to sigh it, fully understand the contents of this Agreement,freely,voluntarily and without coercion enter into this Agreement,and are signing it with full knowledge that it is intended,to the maximum extent permitted by law, as a complete release and waiver of any and all claims. 19. Severability. In the event any provision of this Agreement is held to be void,null or unenforceable,the remaining portions shall remain in full force and effect. 20. Modification. This Agreement cannot be modified in any respect except in a written instrument signed by both Parties. 21. Entire Agreement. This Agreement sets forth the entire agreement between the Parties hereto,and fully supersedes any prior agreements or understandings between the Parties, except for any confidentiality agreements between the Parties,which shall remain in full force and effect. 22. No Reliance. The Parties have not relied on any representations,promises, or agreements of any kind made to them in connection with their decision to accept this Agreement, except for those set forth in this Agreement. 23. Interpretation. Any uncertainty or ambiguity in the Agreement shall not be construed for or against any Party based on the attribution of drafting to any Party. 24. Writings on any settlement checks or wire transfers that are inconsistent with this Release shall be deemed null and void. 49 5- -6886.1 7 of 9 JV ity's Initials Valdez's Initials 25. Counterparts. This Agreement may be executed by the Parties in counterparts, which are defined as duplicate originals, all of which taken together shall be construed as one document. 26. Signature and Copies of Agreement. Facsimile signatures and electronic images shall operate as original signatures. In any action or proceeding relating to this Release,the Parties stipulate that a copy of this Release shall be admissible to the same extent as the original Release. 27. Governing Law. This Agreement shal I be governed and conformed in accordance with the laws of the State of California,without regard to its conflicts of law principles. 28. The person who executes this Agreement on behalf of the City warrants that she/he has full authority to enter into this Agreement and, if applicable, the City will indemnify Valdez and hold Valdez harmless if that authority is later challenged. THE PARTIES CERTIFY THAT THEY HAVE READ THE ENTIRETY OF THIS RELEASE AND FULLY UNDERSTAND AND AGREE TO EACH AND ALL OF ITS TERMS. JUDITH VALDEZ: Signature: W v� Date: 6/191 026 CITY OF SANTA ANA: ,AI T cO T Signature: Printed Name: Z °'" f r I //-- er Date: to 7, ZL Approved as to Form COUNSEL FOR JUDIT Signature: / T c.` Printed Name: L�cvi��i/„e� �. I—!�/yA1FcA41jA1h/ �9� ,- ss6.1 8 of 9 JV ity's nitials Valders Initials Date: COUNSEL FOR CITY OF SANTA ANA: Signature: Printed Name: Seymour B: Everett Date: 06/22/2026 49ss • v 1 9 of 9 • JV City's Initials Valdez's Initials