General Release Agreement and Waiver of All Claims

Transcription

1 General Release Agreement and Waiver of All Claims This General Release Agreement and Waiver of All Claims ("Release Agreement") shall serve to memorialize the terms and conditions under which Plaintiff, Gracia Backer, ("Plaintiff') agrees to waive and forever release any and all claims of any and all type or nature, whether previously asserted or which could have been asserted against Defendants, Larry Rebman, the Missouri Department of Labor and Industrial Relations, the l\1issouri Division of Employment Security, the State of Missouri, former Defendant Doug Nelson, former Defendant Nancy Johnston, current and former elected officials, current and former employees, agents, actor or contactors, heirs, personal representatives, executors, administrators, successors, assigns or estates of Defendants (collectively "Defendants"), through the date of this Release Agreement. This Release Agreement further resolves all claims which relate to, involve or are connected, in any way, with Plaintiffs employment with the Missouri Department of Labor and Industrial Relations, including but not limited to any claim for discrimination, harassment, or retaliation, and the claims asserted in the pending action, styled Gracia Bacher v. R ebm,an, et al., involving current and former Defendants the State of Missouri, the Missouri Department of Labor and Industrial Relations, the Missouri Division of Employment Security, Doug Nelson, Nancy Johnston, Case No. 14AC-CC00297 in the Circuit Court of Cole County, Missouri (hereinafter, the "Lawsuit"). Accordingly, and for due and good consideration recited herein, Plaintiff agrees and states as follows: 1. Scope of General Release Agree1nent and Waiver of All Claims ("Release"). This Release Agreement embodies the entire agreement and understanding of Plaintiff, her attorney, and Defendants with respect to the subject matter contained herein. Plaintiff hereby declares and represents that no promise, inducement, or agreement not herein expressed has been made, and acknowledges that the terms and conditions of this Release Agreement are contractual and not a mere recital. 2. Non-Admission. No actions taken by Plaintiff, Defendants, or the released parties, or any of them, either previously or in connection with this Release Agreement shall be deemed or construed to be an admission of the truth or falsity of any matter asserted in Plaintiff's Lawsuit against Defendants. Nor shall anything herein be an acknowledgment by anyone of any liability for any claimed act or act~ by or against another, as all liability is being expressly denied.

2 3. Consideration for General Release and Dismissal of Lawsuit. In exchange for the general release and the agreed upon dismissal of the lawsuit with prejudice the Treasurer of the State of Missouri will issue payment to Plaintiff in the amount of two-million dollars [$2,000,000] to be split into two payments: one-million dollars [$1,000,000] on or about December 1, 2016 and one-million dollars [$1,000,000] on or about January 4, The checks shall be as follows for the "December 1, 2016" payment: $400,000 to Roger G. Brown and Associates and $600,000 to Gracia Backer. The checks shall be as follows for the "January 4, 2017" payment: $400,000 to Roger G. Brown and Associates and $600,000 to Gracia Backer. 4. Dismissal of the Lawsuit. Upon receipt of the consideration identified in Paragraph 3 of this Release Agreement, Plaintiff shall execute and file a Stipulation of Dismissal of Plaintiffs Lawsuit, with prejudice. 5. General Release Agreement. Plaintiff does hereby release, acquit, waive and forever discharge Defendants, from any and all liability, claims, actions, causes of action, demands, rights, damages, costs, interest, loss of service, expenses, and compensation whatsoever, whether or not now known or contemplated, including any claims for back pay, front pay, attorneys' fees, unemployment benefits, workers' compensation or court costs, which Plaintiff now has, or which may hereafter accrue, against Defendants, based on or arising out of conditions, incidents or occurrences that allegedly took place prior to the date of this Release Agreement. Plaintiff specifically acknowledges that she is forever barred from filing suit against Defendants, based on any claim arising prior to the date of this Release Agreement. This release of all claims arising prior to the date of this Release Agreement includes, but is not limited to, any claims that could arise under the Missouri Human Rights Act, Title VII of the Civil Rights Act, the Equal Pay Act, the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act of 1990; the Americans with Disabilities Act and Americans with Disabilities Act Amendments, 42 U.S.C. 1981, 42 U.S.C 1983, the Employee Retirement Income Security Act, the Civil Rights Act of 1991, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, and any other federal, state, or local laws, rules or regulations, or any other cause of action of any type. 6. Waiver of Claims under the Age Discrimination in Employ1nent Act of 1967 and the Older Workers Benefit Protection Act of 1990.

3 Plaintiff specifically acknowledges that this Release Agreement releases any claims under the Age Discrimination and Employment Act of 1967 and the Older Workers Benefit Protection Act of This Release Agreement releases and gives up important legal rights. Accordingly, plaintiff is advised to consult an attorney prior to signing this Release Agreement. Plaintiff has twenty-one days in which to consider this Release Agreement from the date it was tendered to her. Plaintiff has a non-waivable right to revoke this Release Agreement within seven days of signing the agreement. Accordingly, this Release Agreement will not become effective or enforceable until seven days after the Missouri Department of Labor and Industrial Relations has received Plaintiffs signed copy of the Release Agreement. Plaintiff understands that she does not waive any rights or claims that may arise after this Agreement is signed by her. 7. Waiver of Attorney Fees, Costs and Expenses. Plaintiff agrees that all attorney fees, costs and expenses are hereby expressly waived as to the released or dismissed claims and causes of action set forth herein. 8. Court Costs. Plaintiff agrees to bear her own court costs and attorneys' fees in the Lawsuit. 9. Non-Assignment. Plaintiff hereby represents, acknowledges, and warrants that she has not at any time heretofore assigned to any other person or entity all or any portion of any claim or potential claim whatsoever that Plaintiff may have, or may have had, against Defendants based on or arising out of the allegations contained in the Lawsuit. 10. Taxation of Settlement Proceeds. Except as otherwise provided in this Release Agreement, Plaintiff agrees and understands that Defendants have not made any representations regarding the tax treatment of the sums paid pursuant to this Release Agreement, and Plaintiff agrees that she is responsible for determining the tax consequences of such payment and for paying taxes, if any, that may be owed by her with respect to such payment.

4 In the event a claim for such taxes, and/or penalties and interest, is asserted by any taxing authority as a result of Plaintiffs failure to pay any taxes she has been determined to owe, and except as otherwise provided herein, Plaintiff agrees to, and hereby indemnifies and holds Defendants harmless against any and all tax liability, interest, and/or penalties as may be due as a result of her failure to pay any taxes she has been determined to owe as a result of the payments referenced above. 11. Binding Effect. By signing this Release Agreement, Plaintiff represents that she has read this Release Agreement and fully understands its provisions, and has consulted an attorney prior to doing so. Plaintiff declares that she is of legal age and that she has relied solely upon her own judgment without influence of anyone in making this Release Agreement. This Release Agreement shall be binding upon, and inure to the benefit of the heirs, personal representatives, executors, administrators, successors, assigns and estates of the released parties hereto. 12. Confidentiality. Plaintiff and her attorney shall keep the specific terms, conditions and covenants of this Release Agreement confidential except: (i) where mutually agreed to in writing by the parties; (ii) where necessary to share such information with the parties' accountants or attorney; (iii) where disclosure to a governmental entity is required; (iv) where disclosure is.required by law, or (v) where disclosure is ordered by a court of competent jurisdiction. Plaintiff and her attorney shall not communicate with anyone associated with any media or make any public statements concerning the specific or general terms of this Release Agreement or any matters arising out of the Lawsuit or related to her claims for discrimination, harassment, or retaliation, except as required by subpoena in a court proceeding. Plaintiff and her attorney agree that their only comment to any media or other third parties regarding the disposition of the Lawsuit or related to her claims for discrimination, harassment, or retaliation will be that, "The matter has been resolved." 13. No Reemployment. Plaintiff covenants that she shall neither seek nor accept employment with Defendants, nor shall she seek or accept employment with any department, branch or agency of the State of Missouri. Should Plaintiff violate this covenant, Plaintiff shall immediately remove herself from any State of Missouri facility and, if Plaintiff has become an employee of the State of Missouri, such violation shall be just cause for immediate termination from such employment.

5 14. Preparation of Documents. This Release Agreement is the joint collaboration of the Plaintiff and Defendants and, in the event of any ambiguity herein, no inference shall be drawn against a party by reason of document preparation. 15. Governing Law. This Release Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. IN WITNESS WHEREOF, Plaintiff has caused this Release Agreement to be deemed executed as of the date the Release Agreement is signed by Plaintiff. The undersigned attorney for Plaintiff releases and waives any and all claims that he or his law firm may have as attorney and represents that no other person or entity has any liens on the consideration paid for the foregoing Release Agreement and the undersigned agrees to defend and indemnify Paragraph 5 released parties from any and all claims or liens on the settlement proceeds.

6 ~~ Gracia Backer State of County of ffits~q LLR..l fbo(laao Before me, a notary public for the State of m \.(5i).t EJ ' personally appeared Plaintiff, who did upon her oath state that she executed this "General Release Agreement and Waiver of All Claims" as a free act and deed. Subscribed and sworn to before me this f}j:i ) ) ) day of {k&td,tr Notary Pu ic , Beverly Faye Vosika N~'l i!ry Public- Notary Seal " Tf.\TE OF MISSOURI Morgan County Commission # _. ~~" Cornrotissioo Expires:2/ ~

7 by: ulianne O'Bannon Germinder 'Assistant Attorney General State of Missouri State of Missouri ) Countyo~ ~ Before me, a notary public for the State of Missouri, personally appeared Julianne O'Bannon Germinder, who did upon her oath state that she is an Assistant Attorney General of the State of Missouri; that she is the attorney for Defendants with respect to the matters set forth in this "General Release Agreement and Waiver of All Claims;" that she is authorized to execute this "General Release Agreement and Waiver of All Claims" on behalf of Defendants, and that she has executed this "General Release Agreement and Waiver of All Claims" as ajje act and deed. Subscribed and sworn to before me this~ day of ~ '! - - JACKIE BlACKWELL I, Notary Public - Notary Seal State of Missouri i. 1 _fommiss_ioned for Cole County ''\ -~ "m.. rnlsslon Expires: July 15, 2020.'--' ':ili_lission Number: My commission expires on P 7~~d?O~ 0.