The University of Cincinnati is paying $130,000 to former Cincinnati health commissioner Noble Maseru and his attorneys to settle a race discrimination lawsuit filed nearly five years ago.
The University of Cincinnati is paying $130,000 to former Cincinnati health commissioner Noble Maseru and his attorneys to settle a race discrimination lawsuit filed nearly five years ago.
The University of Cincinnati is paying $130,000 to former Cincinnati health commissioner Noble Maseru and his attorneys to settle a race discrimination lawsuit filed nearly five years ago.
‘TLEMENT AGREEMENT
‘This Settlement Agrwement and Release of All Claims (‘Agreement’) is made and entered
into by end between Noblo Maseru (“Maseru” as defined below) and the University of Cincinnati
(UC as defined below) (collectively, “the Parties"),
WHEREAS, Maseru filed lawsuits with the United States District Court, Southern District
of Ohio, Bastem Division, Case No. 1:18-CV-106, and with the Ohio Court of Claims, Case No,
2018-001 94ID (collectively, the “Lawsuits”); and
WHEREAS, the Parties desire a complete, final and irreversible end to any and all claims oF
disputes which Maseru may have against UC up to and including the date he executos this Agreement,
including, but not limited to, those claims which arose or which could have arisen from te allogations
inthe Lawsuits,
NOW THEREFORE, in consideration of tho mutual egreements set forth herein, sufficiency
of which is hereby acknowledged, the Parties agree as follows:
1, Parties, This Agreement is entered into on behalf of; and shall extend to:
A. “IMlasérw which includes Noble Maseru, his immediate fantily, past, present and
fimture heirs, assigns, agents, representatives, executors, administrators, predecessors,
suiecessors in interest, subrogees atid insurers, and any other parties who may claim
under or through him, or otherwise assort claims for him or on bis behalf, jointly or
separately; and
B. “UC” which includes the University of Cincinnati, its past, present, and future
officers, trustees, Board of Trustees, direotors, employees, agents, attomeys, agencies,
assigns, administrators, prodecessors, successors in intaiest, facilities, colleges,
departments, centers, divisions, disttcts, representatives, and affiliated and/or related
entities wherever located, subrogees and insurers, and any other parties who may
claim under or through them, or otherwise assert claims for them or on their behalf,
Jointly and separately, and any other affliated entity of UC, and the State of Ohio,
2, Intent Except as specifically set forth herein, Maseru and UC wish Co bring a complete,
final and irreversible end to any anc all claims and/or disputes which arose or which could have
arisen from the allegations in the Lawsuits, or related in any way to Masera seeking employment
at UC, and to reach a full and final settlement of all matters and claims, of ‘any nature whatsoever,
including the Lawsuit, as ofthe date of execution of this Agreement
3. Payment.
‘Within thirty (0) days after the last signature ou this Agreement, UC shall issue
and provide to Maseru and his attorneys the total sum of One Hundred Thirty
‘Thousand Dollars and Zero Cents ($130,000.00), to be paid as follows:Settlement Agreement and Release of All Claims
Noble Maseru » University of Cincinnati
Page 2 of 7
i. Bighty-Six ‘Thousand Two Hundred Ten Dollars and Zero Cents
(886,210.00) to Maseru, The Parties expressly understand and
acknowledge that no IRS Form W-2 shall issue from UC with respect to
this payment and that UC will issue an appropriate IRS Form 1099 for the
payinent described in this Subparagraph,
ti, Forty-Three Thousand Seven Hundred Ninety Dollars and Zoro Cents
($43,790.00) to Tobias, Torchia & Simon, in connection with the
representation of Maseru in the Lawsuits, ‘The Parties expressly understand
and acknowledge that UC will issue an appropriate IRS Formn 1099 for the
payment described in this Subparegraph,
In paying the amounts specified in Subparagraphs 3.A.i. and 3.A.
makes no representation as to the tax consequences or liability arising from said
payments, Moreover, the Parties understand and agree that any tax consequences
or liability arising fom the payments to Maseru and his attorney shall be the sole
responsibility of Maseru, Masoru expressly understands, acknowledges and agroes
that he shall be solely responsible and will be solely obligated to pay any and all
taxes, including but not limited to personel income taxes, due in connection with
either ofthe payments described in Subparagraphs 3.A.i, and 3.A.ii, a8 required by
applicable federal, tate and local tax faves, Maseru shall indemnify and hold UC
hhatealess for anc from any and all tax liability arising from or relating in any way
to either of the payments described in Subparagraphs 3.A.i. and 3.A.ii, Maseru
shall algo indemaify and hold UC harmless from any and all tax liability imposed
by the Internal Revenue Service, the State of Ohio, or any other taxing agency or
tribunal as a result of Maseru’s failure to make any and all proper tax payments on
said payments or any portion thereof, For the pixposes of this Agreement, “tax
liability” shall include, but not be limited to, taxes, fines, penalties, interest, and
costs and expenses, including attorney’s fees.
Prior to the disbursement of any settlement monies as sot forth in Subparagraphs
3.A.. and 3.A.ii. above, Maseru and his attorneys agree to complete any and all
necessary documents to effectuate such payments, inoudling, but not limited to, any
TRS Form W-9, a supplier information form, and/or vendor form(s).
“The Parties understand and agree that no further interest, costs, court costs or fees,
attomey’s fees, oF any other amounts are payable by UC, and Masaru waives the
right to claim pre- and post-settlement interest,Settlement Agreement and Release of All Claims
Noble Moseru v. University of Chnchinadl
Page 3 of 7
4, ive, Emple wnd/or Any Association/ Afi Maseru agrees
fae as Aagestont, he expressly walving any lam fr hte a or other
association or affiliation with UC, and will not seek, apply for or accept any position, whether full-
time, part-time, on a contract basis, ora volumtece basis, or accept any other type of association or
iliation now or in the future with UC. Neither shall Maseru accept any position, on full-time, part-
time, contract basis, or volunteer basis, with any employment agency, thied-parly contractor, or any
ater enlily to perform nuy work on premises owned or operated by UC. If Maser violates this term
by applying for any such position, he understands that UC will not hige oF retain him, that this
Agreement is a basis for denying his application, and, if hited or retained in any fashion, this
Agreement constitutes grounds for his immediate removal. Maseru fully understands and agrees that
this Agreement may be used by UC as a complete defense fo any and all claims asserted against UC
rogarding any failure to hie, failure to retain, failure to associate with, axxVor removal of Maseru in
tho future, Nothing in this section proclades UC from contacting Maseru regarding an association,
collaboration or affiliation with UC, or probibits Maseru from cornmunicating with faculty, students
‘or administration upon request
5. Releaso of AUl Claims and Dismissal of All Charges and Legal Actions, As consideration
‘or entering into this Agiooment, Masori agrees f0 fully waive any and all claims related to hitn
seeking employment with LIC as ofthe date of execution ofthis Agreement, This waiver is intended
conly as to all past claims and does not prechude or restrict Maseru in any way from bringing any laitn
in the future for any actionable conduct he may allege UC has committed alter the date of his
signature, Accordingly, Maseru does hereby fully, finally and forever release, hold harmless from and
against, waive and forever discharges UC from any and all claims, actions and eauses of action, suits,
debts, liability, demands whetsoover, whether known or unknown against UC, suspected! ot
‘unsuspected, vested or contingent, in law, equity, or otherwise, including, but not limited fo, those
arising or which might arise under or out of the Equal Pay Act; Title VII of the Civil Rights Act of
1964; the Civil Rights Acts of 1964, as amended; the Civil Rights Act of 1991, as amended; Title IX
of the Education Amendments of 1972; the United States Constitution; the Civil Rights Acts of 1866
and 1871 (42 C, §§ 1981, 1983, 1985, et seq.); the Americans with Disabilities Act; the Age
ination in Employment Act; the Rehabilitation Act of 1973, as amended; the Genetic
Taformtation Nondiscrimination Act of 2008; the Older Workers Benefit Protection Act; the Family
and Medical Leave Act of 1993; Ohio law, including, but not limited to tortious wrongful discharge
claims, tortious failure to hire claims, breach of contract, interference with contract, intentional
infliction of emotional distress, harm oF illness, intentional injury or intentional tort; Chapter 4112 of
the Ohio Revised Code end any other provision of the Ohio Revised Code; and aity other federal,
state, city, county or other local law or ordinance concerming employment, of in any other manner
regulating or otherwise concerning wages, hours or ny other terms or conditions of employment.
‘This Agreement does not impact, affect, or otherwise release aay rights or benefits Maseru has
pursuant to any vested benefit or employee benefit plan, including any government administeredSettlement Agreement and Release of All Claims
Noble Maseru v, Univershy of Cuctnnedt
Page dof 7
Dbonefit plan, Maseru states that, a of the execution of tis Agreement, le has snl maintains fll andl
absolute conteal ofthe disposition of all charges, liens, claims, demands, sums of money, actions,
rights, causes of action, obligations, and liabilities released in this Agreement, Maseru filly
understands and agrees that this Agreement may be used by UC as a complete defense to any and ail
claims asserted against itwith respect to any charges, liens, claims, demands, sums of money, ations,
rights, causes of action, obligations, and liabilities released in this Agreement.
Maseru acknowledges that to the extent that the law may prohibit this Agreement from preventing
faim from participating in proceedings before any governmental administrative agency (e.g, the Ohio
Civil Rights Commission, the Equal Employment Opportunity Commission, efe.}, except whore
prohibited by law, Maseru expressly and voluntarily waives any right thet he may have otherwise had
{o recover any damages or any other relief whatsoever, whether in law, equity, ot restitution, in any
proceeding that is or may be brought on his behalf by such governmental administative agency.
6 Non:Disparagement and Confidentialit
‘A. — To the extent permitted by law, the Patties agree to maintain the terms of this
Agroement as confidential and not to identify the Parties to this Agreement, For the
purpose of this Paragraph, “identify” means naming any of the othor Pasties by name,
Maseru and his counsel may disclose or discuss the contents, terms or conditions of
this Agreement only inthe event that such information is requested in a legally proper
public records request, and such information becomes a public document as a result.
of such request. None of the Parties shall request the Agreement, or otherwise cause
the Agreement to be requested, throught a public records request; nor shall any Party
make any effort that would in any way contribute to the public disclosure of this
Agreement or ils terms.
C. Maseru and his counsel agree that they shall use reasonable best efforts to ensure thet:
they do not engage in any vilification or disparaging remarks of UC, including but not
limited to statetnents in the press, statements or postings on social media, and
statements to the public, For the purpose of this Agreement, “disparaging remarks”
are defined as any false, negative, ioflammatory, critical or disparaging statements
concerning anotter party, whether verbal or in writing, Nothing in this Agreement
shall prohibit the Parties’ disclosure of information which is required or allowed to be
disclosed in compliance with applicable laws,
7. Complete Dismissal, Within one (1) business day after receipt of the payments set forth in
Subparagrapbs 3... and 3.A.ii, above, Maseru agrees to withdraw with prejudice all actions filed
by him against UC including, but not limited to, the Lowsuits, Maseru also shall immediatelySettlement Agreement and Release of All Claims
‘Noble Maseru v, University of Cinchinast
Page $ of7
dismiss any other action(s) which have been filed, ate now pending, or which could have been filed
agaixst UC relating to any acts or omissions which heve transpired at any time up to and including
the date of execution of this Agresment in regard to Maseru seeking employment with UC, Maseru
further agroes to never file or re-fle any action, claim or other lawsuit agninst UC, or any other agency
of the State of Ohio, relating to any acts or omissions which have transpired at any time up to and
including the date of the execution of this Agreement and acknowledges that this Agreement would
bar any such action or proceeding,
Jn the event thet Maseru fails to file any of the notices of dismissal with prejudice of the Lawsuits
within the one-day period, Maseru agrees that his execution of this Agreement and/or his
negotiation of the payments in Subparagraphs 3,A.i, and 3.A.ii, above shall constifute his consent
to and ogreement not to oppose UC's filing of any motion to dismiss based upon mootness as the
Parties have reached. full and final resolution fo all elaims pending in the Lawsuits,
8. Non-Admission. ‘The terins set out in this Agreement are « compromise settlement of
disputed claims, the validity, existence of occurrence of which is expressly denied by UC. Neither
the terms nor this Agreement shall be deemed or construed as an admission by UC of any wrongful
acts whatsoever by or against Masetu or any other person, nor does any arrangement(s) mele with
Maseru constitute an acknowledgement of the validity of any claim, charge, linblity or cause of
action asserted, it boing expressly understood that all such claims are in all respects denied by UC.
9. General Terms, The Parties to this Agivement represent and affirm that the only
consideration for their agreement and execution are the terms stated herein, that no other promise ot
agreement of any kind has been made fo oF with any of them by any persons or entity to cause ctor
to execute this Agreoment, and that no other compensation, benefits, or prerequisites other than those
specified in the forogoing Agreciment shall be involved or claimed, This Agreoment shall not be
interpreted to render Maser a prevailing party for any purpose, including but not limited to an
award of atlomey's fees under any applicable statute or otherwise. Each Purty fully understands
he meaning and intent of this Agreement, including but not limited to, its finel and binding effect.
10, Counterparts, This Agroement, any amendments or modifications to it, end any otter
documents required or contemplated to be executed in orler to consummate this Agreement, may
be executed in one or more counterparts, each of which shall be deemed an original of this
Agreement. PDF versions of theso counterparts will be considered originals forall purposes. All
counterparts of any such document together shall constitute one and the same instrument.
11, Effective Date, ‘This Agreement is effective as of the date of the last signature on this
Agreement.2
1B.
Settlement Agreement and Release of All Claims
Noble Maserts». Universi of Clncinnatt
Page 6 of 7
Construction And Severability,
A
‘This Agreement shall be construed according to its fair meaning, and not stritly
for or against eny of the Parties. Moreover, no Perty shall be deemed to be the
drafter of this Agreement, and no pat ofthis Agreement shall be construed against
any Party on the basis that the particular Party is the drafter of any part of this
Agreement.
Should any provision of this Agreement be declared or determined by any court to
bo illegal or invalid, the validity of the remaining parts, terms or provisions shell
not be affected thereby and the illegal or invalid part, term or provision shall be
deemed not to be part of this Agreoment,
‘The Parties agree that electronic signatures are valid signatures fo execute this
Agreement,
“This Agreement sets forth the entire agreement between the Parties hereto, and fully
supersedes any and all prior discussions, agreements, transmissions or understandings
between the Parties or their representatives. This Agreement may not be modified or
amended except in writing, signed by the respootive Parties, This Agrooment is
governed by Ohio law.
Bach person signing this Agrecment represents and warrants that he ot she is duly
authorized and has legal eapacity to execute and deliver this Agrecment. Bach Party
represents and wartants tothe other that the execution and delivery of this Agreement
and the performance of such Party's obligations hereunder have been duly authorized
and that this Agreement is a valid and legal agreement binding on such Party and
enforceable in accordance with its terms.
NOBLE MASERU - PLEASE READ CAREFULLY BEFORE SIGNING:
PURSUANT TO THE AGE DISCRIMINATION IN EMPLOYMENT ACT, 29 U.S.C. §
621 ETSEQ,, A WAIVER OF RIGHTS CANNOT APPLY TO AGE DISCRIMINATION
CLAIMS ARISING IN THE FUTURE, BY MY SIGNATURE BELOW, I, NOBLE.
MASERU, ACKNOWLEDGE THAI
| HAVE READ THIS AGREEMENT AND RELEASE, AND FULLY.
UNDERSTAND I.Settlement Agreement and Release of All CI
Noble Maseru v. University of Cincinnati
ms
Page 7 of 7
* 1 WAS GIVEN UP TO TWENT
CONSIDER THIS AGREEMENT.
“ONE (21) DAYS WITHIN WHICH TO.
* [HAVE BEEN ADVISED TO CONSULT WITH LEGAL COUNSEL PRIOR TO
SIGNING THIS AGREEMENT,
* [HAVE THE RIGHT TO REVOKE THIS AGREEMENT, AS TO ANY AGE
CLAIM ONLY, IN WRITING, FOR A PERIOD NOT TO EXCEED SEVEN (7)
DAYS AFTER THE DATE ON WHICH IT IS SIGNED BY ME. I FURTHER
ACKNOWLEDGE THAT IF [ FAIL TO EXERCISE THIS RIGHT TO REVOKE AS.
TO ANY AGE CLAIM, THIS AGREEMENT WILL BECOME A BINDING
CONTRACT AS TO ITS TERMS ON THE EIGHTH (8™) DAY AFTER 1 SIGN
‘THIS AGREEMENT, IF THIS AGREEMENT SHOULD BE REVOKED BY ME
WITHIN THE TIME SET FORTH ABOVE, THIS AGREEMENT SHALL BE VOID
AND UC SHALL BE RELEASED FROM PERFORMANCE HEREUNDER.
The undersigned Parties state that they have had the opportunity to consult with counsel
regarding this Agreement, they have carefully tead the foregoing Agreement and understand the
contents thereof, and they execute the same as their own free and voluntary act. Maser acknowledges
that he has been given a period of seven (7) calendar days within which to revoke this Agreement lor
purposes of age discrimination claims only. Maseru represents and agrees that he is entering into
this Agreement with the intention of giving up any and all claims against UC and he is not enterin,
into this Agreement relying on any representations by UC or its attomeys concerning the meaning of
any term of this Agreement,
INTENDING TO BE BOUND, the Parties have executed this Agreement on the day and
date indicated below their respective signatures,
‘\ ed q m Sn 4
j o Sd
NOBLE MASERU, UNIVERSITY OF CINCINWATI
QE deheke- 20 22 Brian M.Sploss
- ; Assistant Generat Counsel
DATE 1
Assistant Contracting Officer
Zifig oe _
DAT