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ORIGINAL <br /> SEPARATION AND RELEASE AGREEMENT <br /> THIS SEPARATION AND RELEASE made by and between the City of <br /> Redwood City, as a charter city, and municipal corporation of the State of California <br /> " "CITY ") and Peter C. Ingram ( "INGRAM ") (collectively "the Parties. ") This <br /> Agreement is made in consideration of the following facts, among others. <br /> RECITALS <br /> WHEREAS, INGRAM has been the City Manager of Redwood City since June <br /> 2008 under an employment agreement dated June 17, 2008 (the "Employment <br /> Agreement ", attached hereto as Exhibit A); and <br /> WHEREAS, an Interim City Manager has been appointed effective November <br /> 15, 2010 and effective November 15, 2010, Ingram is on paid administrative leave <br /> through June 30, 2011; and <br /> WHEREAS, CITY and INGRAM have agreed that a smooth transition to an <br /> Interim City Manager is in the best interest of the CITY, and INGRAM is committed to <br /> assisting in that transition; and <br /> WHEREAS, the Parties wish to resolve all issues related to INGRAM's <br /> employment with CITY. <br /> NOW, THEREFORE, CITY AND INGRAM, in consideration of the mutual <br /> covenants and agreements herein contained, agree as follows: <br /> AGREEMENT <br /> 1. Incorporation of Recitals. <br /> The factual recitals set forth above are hereby expressly incorporated into <br /> this Agreement as if set forth in full in this provision. <br /> 2. Cooperation and Assistance in Transition; Legal Authority. <br /> A. The City Council appointed an Interim City Manager effective November <br /> 15, 2010 and INGRAM has committed to assist in a smooth transition to an Interim City <br /> Manager who succeeds him. INGRAM will make himself continuously available to the <br /> Interim City Manager, upon reasonable notice, to answer questions and otherwise assist <br /> in the transition to new management through a transition period ending December 31, <br /> 2010. <br /> 1 <br /> 296900.1 <br />