IN THE UNITED STATES DISTRICT COURT

FOR THE MIDDLE DISTRICT OF PENNSYLVANIA

GERALD KOHN, JULIE BOTEL No. 1:11-cv-OOl09
and REBECCA HOSTETLER,
Plaintiffs,
VS.
SCHOOL DISTRICT OF THE CITY
OF HARRISBURG, et al.,
Defendants,
VS.
LINDA THOMPSON; JAMES E.
ELLISON, ESQ., and RHOADS &
SINONLLP,
Third-Party Defendants.
SETTLEMENT AGREEMENT AND RELEASE
THE PARTIES
This settlement agreement and release (the "Agreement") is entered into by and
among the following parties (who shall be referred to collectively in this Agreement as
the "Parties"):
GERALD W. KOHN, JULIE BOTEL, AND REBECCA HOSTETLER,
(hereinafter collectively referred to as the "PLAINTIFFS"),
SCHOOL DISTRICT OF THE CITY OF HARRISBURG (hereinafter the
"SCHOOL DISTRICT"),
BOARD OF SCHOOL DIRECTORS OF THE SCHOOL DISTRICT OF THE
CITY OF HARRISBURG, LOLA LAWSON, LIONEL GONZALEZ, WAYNE
HENRY, RANDY KING, JEFFREY MOORE, TIFFINEY PENN, PATRICIA
WHITEHEAD-MYERS, ROY E. CHRIST, ESTHER EDWARDS IN THEIR
OFFICIAL AND INDIVIDUAL CAPACITIES (hereinafter collectively referred to as the
"ELECTED BOARD"),
SETTLEMENT AGREEMENT AND RELEASE
1 of 13
BOARD OF CONTROL OF THE SCHOOL DISTRICT OF THE CITY OF
HARRISBURG, GLORIA MARTIN-ROBERTS, HERBERT GOLDSTEIN, SANFORD
LONG, JENNIFER SMALLWOOD, AUTUMN COOPER, ROY E. CHRIST, ESTHER
EDWARDS IN THEIR OFFICIAL AND INDIVIDUAL CAPACITIES (hereinafter
collectively referred to as the "BOARD OF CONTROL"),
JAMES E. ELLISON, RHOADS & SINON LLP, AND LINDA D. THONIPSON
(hereinafter collectively referred to as the "THIRD-PARTY DEFENDANTS" and,
together with the SCHOOL DISTRICT, ELECTED BOARD, and BOARD OF
CONTROL, the "DEFENDANTS").
WHEREAS, Plaintiffs were terminated from their employment with the School
District as a result of certain actions that occurred on or about March 15,2010, and May
17, 2010, and on account of which the Plaintiffs initiated legal action in the Court of
Common Pleas of Dauphin County, which certain Defendants then removed to the United
States District Court for the Middle District of Pennsylvania, where it was captioned as
Kahn v. School District, No. 1:11-cv-00109 (hereinafter Kahn v. School District);
WHEREAS, in Kahn v. School District, the SCHOOL DISTRICT has asserted
cross-claims against BOARD OF CONTROL members Gloria Martin-Roberts, Herbert
Goldstein, Autumn Cooper, Sanford Long, and Jennifer Smallwood and third-party
claims against the THIRD-PARTY DEFENDANTS;
WHEREAS, the SCHOOL DISTRICT has filed a writ of summons against
JAMES E. ELLISON and RHOADS & SINON LLP, captioned School District of the
City of Harrisburg v. Ellison, No. 2012-CV-2212 (Dauphin Co.) (hereinafter School
District v. Ellison and, together with Kahn v. School District, the "Litigation"); and
WHEREAS, the DISTRICT approved a settlement of the Litigation by an
authorized vote of the current Board of School Directors of the School District of the City
of Harrisburg at its regular legislative meeting on December 17, 2012;
NOW THEREFORE, the Parties, intending to be legally bound and for other good
and valuable consideration, the sufficiency of which is hereby acknowledged, including
the recitals, covenants, and promises set forth herein, agree as follows:
SETTLEMENT AGREEMENT AND RELEASE
2 of 13
SETTLEMENT PAYMENT
1. DEFENDANTS shall pay to PLAINTIFFS the sum of $2,375,000.00.
School Boards Insurance Company of Pennsylvania, Inc., on behalf of, and as
insurance carrier for, the SCHOOL DISTRICT, shall be responsible only for payment of
$2,000,000 of this amount. The SCHOOL DISTRICT shall be responsible only for
payment of $125,000 of this amount. JAMES E. ELLISON and RHOADS & SINON
LLP shall be responsible only for payment of $250,000 of this amount. Neither the
ELECTED BOARD, BOARD OF CONTROL nor LINDA D. THOMPSON, in their
official and individual capacities respectively, shall have any obligation to contribute any
portion whatsoever of the settlement payment set forth in this Paragraph.
Together with the releases set forth in Paragraph 3, below, the payment of
$2,375,000.00 shall constitute the only consideration from DEFENDANTS to
PLAINTIFFS pursuant to this Agreement. PLAINTIFFS and DEFENDANTS agree and
confirm that this payment and the releases set forth in paragraph 3 constitute good and
valuable consideration with respect to all DEFENDANTS, including THIRD-PARTY
DEFENDANTS, with respect to this Agreement.
2. Payment shall be made as follows: (1) all Parties shall sign this Agreement
in original or in counterpart and provide copies of the pages bearing their signatures to
counsel for Plaintiffs (hereinafter, "Mr. Cohen") no later than February _, 2013; (2)
when he has received originals or counterparts that, in the aggregate, include signatures
of all parties, Mr. Cohen will circulate to all counsel by electronic mail a fully executed
copy of the Agreement; (3) within one business day after receiving the fully executed
copy ofthe Agreement, those parties with payment obligations pursuant to Paragraph 1 of
this Agreement shall tender such payments to Mr. Cohen's office by hand-delivered
check or wire made payable to "Obermayer Rebmann Maxwell & Hippel LLP" (Tax Id.
No. (4) upon receipt and successful negotiation upon bank deposit of all
such payments, Mr. Cohen shall notify all counsel by electronic mail of the receipt
thereof; (5) within one business day after such notification by Mr. Cohen, Plaintiffs shall
file in the federal court the dismissal stipulation attached to this Agreement as Exhibit
"A" with the electronic signatures of all counsel and counsel for the SCHOOL
DISTRICT shall file in the Court of Common Pleas of Dauphin County (and serve on
SETTLEMENT AGREEMENT AND RELEASE
3 of 13
counsel for MR. ELLISON and RHOADS & SINON LLP) the praecipe to discontinue
attached to this Agreement as Exhibit "B."
RELEASES
3 Release. In consideration of the payment set out in Paragraph 1
above and in consideration of this Agreement and the recitals, covenants, and promises
set forth elsewhere in this Agreement, the Parties do fully, completely, unconditionally
and irrevocably remise, release, and forever discharge one another, jointly and/or
severally, from all, and all manner of, actions, causes of action, suits, claims, demands,
judgments, damages, costs, expenses, liens, attorneys' fees, and any and all other claims
of whatever kind and nature whatsoever, whether based in law or in equity, including, but
not limited to direct claims, counterclaims, cross-claims, third-party claims, and/or any
and all other claims, whether presently known or unknown, filed or unfiled, asserted or as
yet unasserted, that were or could have been raised in the Litigation, that relate in any
way to the Litigation, or that relate in any way to PLAINTIFFS' separation from their
employment with the School District in 2010, which include but are not limited to any
claims, rights and causes of action arising under any and all state and federal statutes
relating to employment and/or compensation, claims for attorney fees, any claim of
violation of federal or state constitutional or statutory rights, substantive or procedural,
and any claim under common law, tort and/or contract theories, whether such claims are
known or unknown, foreseen or unforeseen (hereinafter the "Released Claims"). For
purposes of this paragraph and the releases provided by it, the term "Parties" includes the
persons and entities so designated in the recitals along with their successors, assigns,
present and past partners, associates, insurers, legal counsel, agents, dependents, heirs,
executors, administrators, personal representatives, related subsidiaries and affiliated
companies, officers, stockholders, and employees. The Parties represent and warrant that
no interest in Released Claims has been assigned.
TAXES
4. PLAINTIFFS agree that they will be solely responsible for any and all
personal tax obligations and liabilities arising from receipt of the payment set forth in
Paragraph 1, above, and PLAINTIFFS further agree to indemnify and hold harmless all
other Parties from any and all tax consequences, penalties, interest or any other claims
SETTLEMENT AGREEMENT AND RELEASE
40f13
brought by anyone or entity as a result of the payment or form of payment required by
this Agreement.
COVENANTS AND PROMISES
5. Discontinuance. As set forth in Paragraph 2 above, PLAINTIFFS and the
SCHOOL DISTRICT shall dismiss with prejudice their respective claims in Kahn v.
School District, and the SCHOOL DISTRICT shall discontinue its writ of summons filed
in School District v. Ellison.
6. Waiver of ADEA claims. PLAINTIFFS confirm that, after reasonable
time within which to consider this Agreement and with guidance of legal counsel, hereby
knowingly and voluntarily agree to release and discharge any and all claims, rights or
remedies under the Age Discrimination in Employment Act of 1967, as amended
Title VII of the Civil Rights Act of the Americans with Disabilities
Act; the Employment Retirement Income Security Act of 1974, as amended; and any
other federal, state or local statute or regulation that relates to their employment with
SCHOOL DISTRICT that may exist as of the date on which PLAINTIFFS execute this
Agreement. PLAINTIFFS acknowledge and agree that they have been advised to consult
with an attorney regarding this Agreement before its execution. PLAINTIFFS also
acknowledge and agree that they have been advised that an employee waiving rights
under the ADEA is entitled to twenty-one (21) days within which to consider this
Agreement. PLAINTIFFS acknowledge that they may execute and return this Agreement
earlier if they so decide, and that any party executing and returning this Agreement
during the twenty-one (21) day period, will waive his or her right to consider the
Agreement for the twenty-one (21) day period. PLAINTIFFS have seven (7) days
following the execution of this Agreement to revoke the waiver set forth in this
paragraph. This Agreement will not become effective or enforceable until this seven (7)
day revocation period has expired. PLAINTIFFS may revoke this Agreement in a
writing delivered to John Freund, Esquire; King, Spry, Herman, Freund & Faul,
One West Broad Street, Suite Bethlehem, PA 18018.
7. No Admission of Wrongdoing. The Parties hereby agree and
acknowledge that this Agreement is a result of a full and complete compromise of matters
involving disputed claims and that payment of the above-referenced sums shall not be
SETTLEMENT AGREEMENT AND RELEASE
5 of 13
considered an admission of any liability or wrongdoing on the part of any Party, which is
expressly disclaimed.
8. Governing Law and Venue. The Parties hereby agree that this Agreement
shall be governed, construed and enforced subject to the laws of Pennsylvania and venue
for any legal action brought pursuant to this Agreement shall be the Court of Common
Pleas of Dauphin County, Pennsylvania, or the United States District Court for the
Middle District of Pennsylvania.
9. Acknowledgment of Understanding. The Parties state that they have
carefully read this Agreement, know its content and freely and voluntarily agree to all of
its terms and conditions. Each party warrants that it has obtained and utilized the advice
of counsel with regard to this Agreement. The Parties further represent, warrant and
covenant that no statement or representations, implied or expressed, made by the
opposing party or the opposing party's counsel, has influenced or induced them to
execute this Agreement.
10. Entire Agreement. The terms and conditions contained in this Agreement
supersede all prior oral or written understandings among the Parties. Further, this
Agreement contains the entire agreement between the Parties and the terms and
conditions of this Agreement are contractual and not mere recitals. If any portion of this
Agreement shall be declared void or found unenforceable by a Court or an administrative
agency of competent jurisdiction, then such portion shall be deemed severed from the
Agreement and the remaining terms shall continue in full force and effect.
11. Amendment. This Agreement may not be modified except upon express
written consent of all Parties wherein specific reference is made to this Agreement.
12. Waiver. Failure or delay on the part of any Party hereto to enforce any
right, power or privilege hereunder shall not be deemed to constitute a waiver of any
other provision of this Agreement.
13. Successors. This Agreement shall be binding upon and inure to the benefit
of the Parties and their respective successors, heirs, legal representatives, executors,
administrators, assigns, present and past directors, attorneys, agents, personal
representatives, related subsidiaries and affiliated companies, officers, stockholders, and
employees.
SETTLEMENT AGREEMENT AND RELEASE
6 of 13
14. Capacity to Enter into Agreement. The signatories to this Agreement
hereto covenant, represent and warrant that they are of legal age, are under no disability,
and have the mental capacity and authority to legally bind themselves and/or the entity on
behalf of which they execute this Agreement, and that they each have taken all necessary
corporate, legislative, legal and other action to duly approve the entering into and the
execution of this Agreement, and that no further action or approval is necessary to make
this a final and binding Agreement. The Parties hereby represent and warrant that the
making and performance of this Agreement will not violate any provision of law or of
their respective articles of incorporation or by-laws, policies or procedures.
15. Copies/Counterparts. Photocopies or facsimile versions of this Agreement
and counterparts (provided that they do not bear differing insertions or interlineations)
shall be considered the same as a single original copy.
[Signatures on following pages]
SETTLEMENT AGREEMENT AND RELEASE
70f13
-----------
-----------
IN WITNESS WHEREOF, this Agreement has been signed by the Parties below
on the date indicated.
Date: 2./ JJ II 3
WITNESS:
Dr. Julie Botel
Date:
WITNESS:
Ms. Rebecca Hostetler
Date:
SETTLEMENT AGREEMENT AND RELEASE
80f13
------------
IN WITNESS WHEREOF, this Agreement has been signed by the Parties below
on the date indicated.
WITNESS:
Dr. Gerald W. Kohn
Date:
WITNESS:
Ms. Rebecca Hostetler
Date:
SETTLEMENT AGREEMENT AND RELEASE
-----------
-----------
IN WITNESS WHEREOF, this Agreement has been signed by the Parties below
on the date indicated.
WITNESS:
Dr. Gerald W. Kohn
Date:
WITNESS",
Dr. Julie Botel
Date=
WITNESS:
~ ~ ~
~
Ms. Rebecca Hostetler
Date: Nfl-(l.... D) 3
SETTLEMENT AGREEMENT AND RELEASE
8of2
WITNESS: SCHOOL DISTRICT OF THE CITY OF
RRISBURG
Date: <:9/;q 1?- tJ /3
J
WITNESS: BOARD OF SCHOOL DIRECTORS OF THE
SCHOOL DISTRICT OF THE CITY OF
HARRISBURG
By: _
Authorized Agent
Date: _
WITNESS:
BOARD OF CONTROL OF THE SCHOOL
DISTRICT OF THE CITY OF HARRISBURG
By: _
Authorized Agent
Date: _
SETTLEMENT AGREEMENT AND RELEASE
9 of 13
WITNESS:
SCHOOL DISTRICT OF THE CITY OF
HARRISBURG
By: _
Authorized Agent
Date: _
WITNESS:
BOARD OF SCHOOL DIRECTORS OF THE
SCHOOL DISTRICT
... '\'"":"'......,ISBURG
WITNESS:
BOARD OF CONTROL OF THE SCHOOL
DISTRICT OF THE CITY OF HARRISBURG
By: _
Authorized Agent
Date: _
SETTLEMENT AGREEMENT AND RELEASE
9 of 13
----------
----------
WITNESS: SCHOOL DISTRICT OF THE CITY OF
HARRISBURG
By: _
Authorized Agent
Date:
WITNESS: BOARD OF SCHOOL DIRECTORS OF THE
SCHOOL DISTRICT OF THE CITY OF
HARRISBURG
B y: _
Authorized Agent
Date:
WITI.'ffiSS: BOARD OF CONTROL OF THE SCHOOL
DISTRICT OF THE CITY OF
.:
AJtl10rized Agent
Date: d+. /.s; ;J.f)/-S

SETTLEMENT AGREEMENT AND RELEASE
9 of 13
.

Mr. Lionel Gonzalez
Date: 8/1 9 f}:3

/
WITNESS:
Date:
------
WITNESS:

Date:

SETTLEMENT AGREEMENT AND RELEASE
10 of 13
WITNESS:
.
Ms?fiffiney Penn
WITNESS;
Dale: ,;2 - If-.?t:1/, i
WITNESS:
Ms. Gloria-Martin-Roberts
Date:
----------
Mr. Herbert GOldstein
WITNESS:
Date:
----------
Mr. Sanford Long
Date: _
SETTLEMENT AGREEMENT AND RELEASE
11 of 13
-----------
-----------
-----------
-----------
WITNESS:
Ms. Tiffiney Penn
Date: _
WITNESS:
Ms. Patricia Whitehead-Myers
Date:
.It IJI:t L
/Is.
Date:
WITNESS:
W TNESS:
Mr. Herbert Goldstein
Date:
WITNESS:
Mr. Sanford Long
Date:
SETTLEMENT AGREEMENT AND RELEASE
11 of 13
-----------
WITNESS:
WITNESS:
Ms', TiffineyPenn
Date:
Ms. Patricia
Date:
_


Ms, Gloria-Martin-Roberts
Date:
----------
WITNESS:
Date:

WITNESS:
Mr, Sanford Long
Date:
SETILEMENT AGREEMENT AND RELEASE
11 of 13
-----------
------------
-----------
-----------
WITNESS:
WITNESS:
WITNESS:
WITNESS:
Ms. Tiffiney Penn
Date:
Ms. Patricia Whitehead-Myers
Date:
Ms. Gloria-Martin-Roberts
Date:
Mr. Herbert Goldstein
Date:
SETTLEMENT AGREEMENT AND RELEASE
11 of 13
\VITNESS:
/(?l/./yfL
( P ~ ? ' - - - ' = - - - ~
WJTNESS:
WITNESS:
Ms. Autumn Cooper
Date: . ~ _
Mr. Roy E. Christ
Date:
WITNESS:
Ms. Esther Edwards
Date: _
SETTLEMENTAGREEMENTAND RELEASE
12 of 13

WITNESS:
Mil. Jennifer Smallwood
Date: _
r j f 113
Date: :+.r 9-1
WITNESS:
Mr. Roy E. Christ
Date: _
WI1NESS:
Ms. Esther Edwards
Date: -...:... _
SETTLEMENT AGREEMENT AND RELEASE
12 of 13
WITNESS:
Ms. Jennifer Smallwood
Date:
-------.,.--------,
WITNESS:
Ms. Autumn Cooper
Date: _
/ /
Date: ~ / / ~ ~ " J - ; / / > - ~
/
WITNESS:
Ms. Esther Edwards
Date:
c2
-/ f- /3
WITNESS:
Mi. Roy E. Christ
SETTLEMENT AGREEMENT AND RELEASE
12 of 13
RHOADS & SINON LLP
WITNESS:
Mr. James E. Ellison, Esq.
Date:
----------
WITNESS:
Ms. Linda D. Thompson
Date: _
SETILEMENT AGREEMENT AND RELEASE
13 of 13
-----------
-----------
WITNESS: RHOADS & SINON LLP
By: _
Authorized Agent
Date:
WITNESS:
Date: 2-/t.rIt..::r
WITNESS:
Ms. Linda D. Thompson
Date:
SETTLEMENT AGREEMENT AND RELEASE
13 of 13
----------
WITNESS: RHOADS & SINON LLP
By: .__.,.-- _
Authorized Agent
Date: _
WITNESS:
Mr. James E. Ellison, Esq.
Date:
SETTLEMENT AGREEMENT AND RELEASE
13 of 13