SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS This SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS (this “Settlement Agreement”) is hereby entered into on this 11th day of June, 2020 (the “Effective Date”), by and between AFT – WEST VIRGINIA, AFL-CIO (“AFT”), the WEST VIRGINIA EDUCATION ASSOCIATION (“WVEA”), the WEST VIRGINIA SCHOOL SERVICE PERSONNEL ASSOCIATION (“WVSSPA”) (collectively, AFT, WVEA, and WVSSPA are referred to herein as the “Grievants’ Representatives”), and the BOARD OF EDUCATION OF THE COUNTY OF BOONE (the “County Board”) (collectively, AFT, WVEA, and WVSSPA, and the County Board are referred to herein as the “Parties”). 1. Recitals 1.1 WHEREAS, in Spring 2016, the County Board submitted its proposed budget to the State Board of School Finance. 1.2 WHEREAS, after reviewing the County Board’s proposed budget for the 2016- 2017 fiscal year, the State Board of School Finance recommended that the County Board reduce local salary supplements for employees back to the 1984 county supplement level. 1.3 WHEREAS, by two separate letters, the State Superintendent (acting as the State Board of School Finance) directed certain reductions to employee salaries and other County Board expenses. 1.4 WHEREAS, in a third letter dated July 7, 2016, the State Superintendent of Schools ordered the County Board to enact certain cuts to most of its employees’ salaries, certain employee benefits, and a few employees’ contract days. 1.5 WHEREAS, the cuts ordered by the State Superintendent included, among other things, the reduction of the salary supplement for professional and service personnel down to the 1984 county supplement amount and the elimination of employer-paid vision and dental insurance for both current employees and retirees. 1.6 WHEREAS, on July 14, 2016, the State Board of Education voted to intervene and take control of the operation of the Boone County school system unless the County Board voted by July 18, 2016, to comply with the written Order of the State Superintendent of Schools dated July 7, 2016. 1.7 WHEREAS, on July 18, 2016, the County Board voted to comply with the July 7, 2016 order from the State Superintendent of Schools 1.8 WHEREAS, on or about July 26, 2016, the County Board’s Superintendent sent notice to all employees regarding the impact of the budget revisions required by the State Superintendent of Schools, specifically the reductions to the county salary supplement 1.9 WHEREAS, thereafter, approximately 415 employees and/or retirees filed grievances (the “Grievance Litigation”) with the West Virginia Public Employees Grievance Board (the “Grievance Board”) challenging the County Board’s reduction of the county salary supplement 1.10 WHEREAS, the grievants are members of AFT-WV, WVEA, and/or WVSSPA, and are represented by counsel for AFT-WV, WVEA, WVSSPA in the Grievance Litigation. 1.11 WHEREAS, following an evidentiary hearing, the Grievance Board, in a Level Three Decision styled Carena Rouse, et al. v. Boone Cnty. Bd. of Educ., Docket No. 2017-0308CONS (Feb. 7, 2019), affirmed, in part, and denied, in part, the grievances. 1.12 WHEREAS, on March 22, 2019 each of the Parties filed an administrative appeal with the Kanawha County Circuit Court, which appeals were consolidated into the case styled Carena Rouse, et al. v. Boone Cty. Bd. of Educ., Civ. Act. No. 19-AA-26 (Kaufman, J.). 1.13 WHEREAS, following the submission of briefs and proposed orders, the Parties mutually agreed to participate in a mediation of the matter on November 18, 2019. 1.14 WHEREAS, the Parties participated in a second mediation on January 16, 2020. 1.15 WHEREAS, at the January 16, 2020 mediation, the Parties entered into a Mediation Agreement dated January 16, 2020 (the “Mediation Agreement”), a copy of which is attached hereto as Exhibit A and incorporated herein by reference. 2 1.16 WHEREAS, pursuant to the terms of the Mediation Agreement, on February 17, 2020, the County Board, by counsel, submitted to the counsel for the Grievants’ Representatives a spreadsheet indicating what the County Board was willing to pay each grievant as a settlement in exchange for a release of all claims (the spreadsheet is referred to hereinafter as the “First Settlement Payment Schedule” and is attached hereto as Exhibit B). 1.17 WHEREAS, the First Settlement Payment Spreadsheet provided for a total settlement payment of $2,492,783.42, which total reflects the settlement amount to be paid to each grievant listed therein. 1.18 WHEREAS, following the County Board’s submission of the Settlement Payment Spreadsheet, a conflict arose between the County Board and the Grievants’ Representatives as to the amounts owed, if any, to substitute employees pursuant to the terms of the Mediation Agreement. 1.19 WHEREAS, the Parties, following negotiation, reached a global agreement for a full and final settlement and release of all the grievants’ claims. NOW THEREFORE, for and in consideration of the covenants, agreements, payments and conditions stated herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 2. Authority of Grievants’ Representatives The Grievants’ Representatives hereby covenant and agree that they have each held multiple meetings with their respective grievants, updated the grievants on the status of the Grievance Litigation, surveyed their membership regarding the memberships’ thoughts and opinions regarding settlement of the Grievance Litigation and/or taken a vote of the member grievants at a meeting to which all member-grievants were invited. The Grievants’ Representatives further covenant and agree that they have received permission and authority from each Boone County local union/association president and/or a committee of union/association officials to act as the grievants’ authorized agents for the purpose of settling the Grievance Litigation, releasing the County Board, as more fully identified in section 4.1 of this Settlement Agreement, from any 3 and all claims arising from the Grievance Litigation, and for executing and entering into this Settlement Agreement. 3. Payment to Grievants 3.1 Upon the signing of this Settlement Agreement, the County Board agrees to pay each grievant the total settlement amount associated with each grievant (the “Settlement Payment”) on the Final Settlement Payment Schedule (the “Final Settlement Schedule”), which is attached hereto as Exhibit C and incorporated herein by reference. By way of example, grievant shall be paid the total settlement amount of Seven Thousand Five-Hundred Forty Four Dollars and Three Cents ($7,544.03). 3.2 The Parties agree that the County Board shall withhold from the Settlement Payment each grievant’s share of such taxes and benefits that may apply, but that the County Board shall pay the employer share of appropriate taxes and benefits (the “Net Settlement Payment”). 3.3 The Net Settlement Payment to each grievant shall be made by check payable to each grievant (the “Settlement Check”). 3.4 After execution of this Settlement Agreement and within twenty-one (21) days of the Effective date, the County Board shall tender to each grievant the Settlement Check. 3.5 The Parties hereby agree that the Settlement Checks shall be tendered to the grievants in person at locations to be designated by the superintendent of the County Board. The County Board shall provide three (3) opportunities for the grievants to come to the designated locations to receive the Settlement Checks. The County Board and/or its agents or officers shall notify the Grievants’ Representatives in advance of the times, dates, and locations where the Settlement Checks may be received by the grievants, A representative from AFT, WVEA, and WVSSPA shall be present at each location at which the Settlement Checks will be tendered. Before tendering the Settlement Checks to the grievants, each Grievant shall sign and execute a document (the “Release of Claims”) which shall provide as follows: 4 RELEASE OF CLAIMS By accepting the net settlement payment hereby tendered to you, Grievant _________ hereby releases, acquits and forever discharges the Boone County Board of Education and its members, officers and directors and also releases, acquits and forever discharges the AFT, WVEA, WVSSPA and its officers and directors from any and all manner of claims and damages of any kind arising from or relating in any way to the disputes asserted in or which could have been asserted in the grievance litigation in the grievance known as Carena Rouse, et al. v. Boone Cnty. Bd. of Educ., Docket No. 20170308-CONS. In the event that a grievant does not come to one of the designated locations to accept the Settlement Check, or in the event a grievant is unable to reasonably come to one of the locations due to living in another state, the County Board shall mail such grievant the Settlement Check, and enclosed therewith, the County Board shall include a self-addressed stamped envelope and a mailed Release of Claims, which shall provide as follows: RELEASE OF CLAIMS Before cashing or depositing the enclosed settlement check, you must sign and return this Release of Claims to the Boone County Board of Education. Enclosed for your convenience is a stamped envelope bearing the address to which you must mail or return this Release of Claims. By accepting the net settlement payment hereby tendered to you, you hereby agree that you release, acquit and forever discharge the Boone County Board of Education and its members, officers and directors and also release, acquit and forever discharges the AFT, WVEA, WVSSPA and its officers and directors from any and all manner of claims and damages of any kind arising from or relating 5 in any way to the disputes asserted in or which could have been asserted in the grievance litigation in the grievance known as Carena Rouse, et al. v. Boone Cnty. Bd. of Educ., Docket No. 20170308-CONS. You further agree that if you cash or deposit the settlement check without signing and returning this Release of Claims, all terms and conditions of this Release of Claims are binding upon you and that you release, acquit and forever discharge the Boone County Board of Education and its members, officers and directors and also release, acquit and forever discharges the AFT, WVEA, WVSSPA and its officers and directors from any and all manner of claims and damages of any kind arising from or relating in any way to the disputes asserted in or which could have been asserted in the grievance litigation in the grievance known as Carena Rouse, et al. v. Boone Cnty. Bd. of Educ., Docket No. 2017-0308-CONS. 3.6 The Grievants’ Representatives EXPRESSLY AGREE that the above terms, including the Net Settlement Payment that will be tendered by Settlement Check to each grievant in connection with settlement of all claims, constitute sufficient consideration for any and all damages, including but not limited to, lost wages. 3.7 The Grievants’ Representatives EXPRESSLY AGREE that, other than the above terms, the grievants are not entitled to any further benefits, monies, and/or payments by the County Board as it relates to the Grievance Litigation. 4. Release 4.1 The Grievants’ Representatives, for and in consideration of the County Board’s payment of the Net Settlement Payment to the grievants, do hereby individually and on behalf of all grievants and the grievants’ executors, administrators, heirs, wards, dependents, successors, and/or assigns, RELEASE, ACQUIT, and FOREVER DISCHARGE the County Board and its officers and directors, of and from any and all manner of claims, liens, damages, delays, impacts, 6 costs, claims for attorneys' fees, finance charges, causes of action, claims for breach, bond claims, bad faith claims, suits, appeals, contracts, agreements, promises, liability, demands, contributions, interest and penalties of any nature, liquidated or otherwise, whether in law or in equity, against the County Board, arising out of or which may arise out of or relate in any way to the disputes asserted in or which could have been asserted in the Grievance Litigation. 4.2 This settlement is a compromise of doubtful, disputed and contingent claims, both accrued and unaccrued, and this Settlement Agreement is not to be construed as an admission of liability on the part of the County Board, by whom liability is expressly denied. It is further agreed that the Settlement Payment made by the County Board is not payment of the salary supplement, but is a mere payment paid to the grievants as a compromise to settle any and all claims. 4.3 The Grievants’ Representatives hereby covenant and agree that in the event any one or more of the individual grievants to the Grievance Litigation refuses or refuses to abide by the terms of this Settlement Agreement and/or persist or persists in prolonging the Grievance Litigation, then the Grievants’ Representatives shall not provide or pay the costs of legal counsel to such grievant or grievants. 5. Dismissal of All Claims Within ten (10) days of payment, as noted in Section 2.0 above, counsel for the Parties shall enter into and submit a proposed order dismissing the action pending in the Circuit Court of Kanawha County, West Virginia, with prejudice. 6. Careful Review and Understanding of Settlement Agreement and Release In entering into this Settlement Agreement, the Grievants’ Representatives expressly warrant and represent that before executing this document, they fully informed themselves of its terms, contents, conditions, and effects; they sought and received the advice of their attorneys, who have fully explained this document and its effect to them; they relied solely on their own judgment, belief, and knowledge, and on the advice of their counsel in evaluating the nature, extent, effect, and duration of any damages; and they have determined that this settlement is fair and reasonable. 7 7. Entire Agreement The Parties further declare and represent that no promise, inducement, or agreement not expressed in this document has been made by or to them, that this Settlement Agreement contains the entire settlement agreement and compromise between the Parties, and that the terms of the Settlement Agreement are contractual and not a mere recital. 8. Binding Effect This Settlement Agreement shall be binding upon and shall inure to the benefit of the Parties, their respective trustees, representatives, agents, successors and assigns. 9. Severability If any part of the Settlement Agreement should be held by a court of competent jurisdiction to be invalid or of no force and effect, all of the remaining provisions shall otherwise remain in full force and effect. 10. Governing Law This Settlement Agreement shall be governed by and construed in accordance of the laws of the State of West Virginia. 11. Execution This Settlement Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties have caused this Settlement Agreement to be executed by a duly authorized representative effective as of the Effective Date. 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