1 briggs law corporation [file: 1593.47] · 2017-08-31 · 1 briggs law corporation [file: 1593.47]...

1 BRIGGS LAW CORPORATION [FILE: 1593.47] Cory J. Briggs (State Bar no. 176284)

2 Anthony N. Kim (State Bar no. 283353) 99 East "C" Street, Suite Ill

3 Upland, CA 91786 Telephone: 909-949-7115

4 Attorneys for Plaintiff and Petitioner San Diegans

5 for Open Government

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SUPERIOR COURT OF THE STATE OF CALIFORNIA

COUNTY OF SAN DIEGO- HALL OF JUSTICE

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Plaintiffs and Petitioners,

vs.

Defendants and Respondents.

CASE NO. 37-2017-00015136-CU-MC-CTL

PLAINTIFF'S BRIEF IN OPPOSITION TO DEFENDANTS' SPECIAL MOTION TO STRIKE PURSUANT TO CODE OF CIVIL PROCEDURE SECTION 425.16; DECLARATIONS OF CHRISTOPHER GARNIER AND CORY J. BRIGGS; SUPPORTING EXHIBITS

Action filed: April27, 2017 Department: C-62 (Hon. Ronald L. Styn)

Hearing date: September 1, 2017 Hearing time: 8:30a.m.

21 Plaintiff and Petitioner San Diegans for Open Government ("Plaintiff') respectfully submits this

22 brief in opposition to the demurrer of Poway Unified School District, Marian Kim-Phelps, Michelle

23 O'Connor Ratcliff, T.J. Zane, and Darshana Patel.

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Table of Contents

3 I. Introduction .................................................................. .

4 II. Standard of Review ........................................................... .

5 III. Argument and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

6 A. Code of Civil Procedure Section 425.17 Exempts the Complaint from the Anti-SLAPP Statute ............................................................. 2

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8 1. PlaintiffDoes Not Seek Relief Greater than or Different from the Relief Sought

for the General Public. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

9 2. This Action Enforces an Important Public-Interest Right and Confers a Significant Benefit on the General Public ............................ 4

10 3. Private Enforcement Is Necessary, with Plaintiff Bearing a Disproportionate

Burden ....................................................... 4 11

B. Defendants Cannot Satisfy the Two Requirements for a Successful Anti-SLAPP Motion ................................................................... 6

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13 1. Plaintiff's Complaint Does Not Arise from Protected Activity ........... 7

14 2. Plaintiff Is Likely to Prevail on the Merits . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

15 N. Conclusion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

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PLAINTIFF'S OPPOSITION TO DEFENDANTS' ANTI-SLAPP MOTION Page ii

1 Table of Authorities

2 Judicial Authority

3 Ampex Corp. v. Cargie, 128 Cal. App. 4th 1569 (2005) ................................................ 9

4 Blanchard v. DIRECTV, Inc.,

5 123 Cal. App. 4th 903 (2004) ............................................... 3, 4

6 City of Montebello v. Vasquez, 1 Cal. 5th 409 (2016) ..................................................... 5, 7

7 Gallagher v. Connell,

8 123 Cal. App. 4th 1260 (2004) ................................................ 9

9 Matteo Forge, Inc. v. Arthur Young & Co., 52 Cal. App. 4th 820 (1997) .................................................. 5

10 Navellier v. Sletten,

11 29 Cal. 4th 82 (2002) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

12 No Doubt v. Activision, 192 Cal. App. 4th 1018 (2011) ................................................ 2

13 People ex rel. Harris v. Rizzo,

14 214 Cal. App. 4th 921 (2013) ................................................. 6

15 People ex rel. Strathman v. Acacia Research Corp., 210 Cal. App. 4th 487 (2012) ............................................... 2, 6

16 San Diegansfor Open Gov't v. Har Constr.,

17 240 Cal. App. 4th 611 (20 15) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-5

18 Schwarzburd v. Kensington Police Protection & Community Services District Board, 225 Cal. App. 4th 1345 (2014) ................................................ 5

19 Stanson v. Matt,

20 17 Cal. 3d 206 (1976) ....................................................... 6

21 Tourgeman v. Nelson & Kennard, 222 Cal. App. 4th 1447 (2014) ................................................ 1

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24 CODE o~tc~~~i'o~.u§~~JY6. 0 •••• 0 •••••••• 0 0 • 0 •• 0 • 0 • 0 •••••••••• 0 • 0 •• 0 •••••••••• 0 • • 1

25 CODE OF CIV. PROC. § 425.17 ..................................................... 2, 3

26 GOV'T CODE§ 54950 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1, 4

27 GOV'T CODE § 54957 ............. 0 0 •• 0 ••• 0 0 •••••••••••••••• 0 0 ••••••••••••••••• 0 0 0 6

28 GOV'T CODE § 54960.1 ............................................................ 6

PLAINTIFF'S OPPOSITION TO DEFENDANTS' ANTI-SLAPP MOTION Page iii

1 I. INTRODUCTION

2 This motion should be denied for a variety of reasons. First and foremost, Code of Civil

3 Procedure Section 425.17 clearly exempts from the anti-SLAPP statute lawsuits "brought solely in the

4 public interest or on behalf of the general public. The term 'public interest' is used to define suits

5 brought for the public's good or on behalf of the public." Tourgeman v. Nelson & Kennard, 222 Cal.

6 App. 4th 1447, 1460 (2014) (citation and quotations omitted). Through this lawsuit, Plaintiff seeks to

7 nullify the Poway Unified School District's ("PUSD") approval of a compensation package and/or the

8 hiring generally of Marian Kim-Phelps ("Dr. Kim-Phelps") as superintendent at an illegal, private

9 meeting in violation of the Ralph M. Brown Act. Plaintiff seeks relief solely to benefit the general

10 public: taxpayer money paid out unlawfully is to be returned to PUSD for the benefit of its taxpayers

11 and residents. Plaintiff's lawsuit will ensure compliance with the Brown Act, which mandates that a

12 public agency's "actions be taken openly and that [its] deliberations be conducted openly." GOV'T

13 CODE§ 54950. Thus, this is a classic public-interest lawsuit exempt from the anti-SLAPP statute.

14 However, even ifthe Court were to find that this lawsuit does not fall within the public-interest

15 exception, Defendants' motion should be denied because ( 1) this action is not directed at "protected"

16 petitioning or free-speech rights, and (2) Plaintiff has established a probability of prevailing on its

17 claims. Through their motion, Defendants rely on two cases to make the argument that votes of a public

18 official qualify as "protected activity" under the anti-SLAPP statute and this lawsuit is directed at

19 Defendants' votes on the employment agreement with Dr. Kim-Phelps. But as explained below, those

20 cases are inapposite because they involved votes made at lawful public meetings. By contrast,

21 Plaintiffs Complaint is directed at secret votes made at private meetings violating the Brown Act. If

22 lawsuits aimed at secret votes intended to circumvent the public legislative process could easily be

23 stricken under the anti-SLAPP statute, then public agencies would be encouraged to conduct the

24 public's business in private without any fear oflegal recourse. That cannot be the law.

25 For all these reasons, discussed in depth below, Defendants' motion should be denied.

26 II. STANDARD OF REVIEW

27 The anti-SLAPP statute is intended to eliminate causes of action that chill the valid exercise of

28 the constitutional rights of freedom of speech and petition. CODE OF CIV. PROC. § 425.16 (a). Motions

made under Section 425.16 must overcome two hurdles. To start, the defendant must make a threshold

PLAINTIFF'S OPPOSITION TO DEFENDANTS' ANTI-SLAPP MOTION Page 1

I showing that the challenged cause of action arises from protected activity. No Doubt v. Activision, I92

2 Cal. App. 4th IOI8, I026 (20II). If the defendant makes this showing, the burden then shifts to the

3 plaintiffto demonstrate a probability of prevailing on the merits ofthe claim. !d. Only a cause of action

4 that satisfies both prongs of Section 425.I6- i.e., it arises from protected speech or petitioning and it

5 lacks merit- is a SLAPP lawsuit subject to being stricken under the statute. !d.

6 However, where an action falls within the public-interest exemption to the anti-SLAPP statute,

7 a plaintiffs motion should be denied without reaching its merits. In this respect, whether an action falls

8 within this exemption is a threshold issue that is addressed prior to examining the applicability of

9 Section 425.16. See People ex ref. Strathman v. Acacia Research Corp., 2IO Cal. App. 4th 487, 498

I 0 (20 I2) (explaining that public-interest exception in Section 425.17 is threshold issue and, if applicable,

II motion should be denied without reaching its merits).

I2 Ill. ARGUMENT AND ANALYSIS

13 Defendants' motion should be denied because this lawsuit was brought solely in the public

14 interest, leaving it outside the reach ofthe anti-SLAPP statute. Nonetheless, if the Court were to apply

I5 the anti-SLAPP statute, the motion would still have to be denied because the lawsuit does not arise out

I6 of Defendants' exercise of a First Amendment right and because Plaintiff has a likelihood of prevailing

I7 on the merits.

I8 A. Code of Civil Procedure Section 425.17 Exempts the Complaint from the

I9 Anti-SLAPP Statute

20 Plaintiffs Complaint is exempt from the anti-SLAPP statute for the simple reason that the

2I statute does not apply to any action brought solely in the public interest or on behalf of the general

22 public if all of the following conditions exist: (I) the plaintiff does not seek any relief greater than or

23 different from the relief sought for the general public or a class of which the plaintiff is a member1; (2)

24 the action, if successful, would enforce an important right affecting the public interest, and would confer

25 a significant benefit, whether pecuniary or non-pecuniary, on the general public or a large class of

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28 1 A claim for attorney's fees, costs, or penalties does not constitute greater or different relief for purposes of this subdivision. See CODE OF CIV. PROC. § 425.I7(b).

PLAINTIFF'S OPPOSITION TO DEFENDANTS' ANTI-SLAPP MOTION Page2

1 persons; and (3) private enforcement is necessary and places a disproportionate financial burden on the

2 plaintiff in relation to the plaintiffs stake in the matter. CODE OF CIV. PROC. § 425.17(b).

3 The Legislature enacted Section 425.17 in response to the "disturbing abuse of Section 425.16

4 ... which has undermined the exercise of the constitutional rights of freedom of speech and petition

5 for the redress of grievances, contrary to the purpose and intent of Section 425.16." CODE OF Crv.

6 PROC. § 425.17(a). "Hence, the Legislature expressly designed subdivision (b) of Section 425.17 to

7 prevent the use of the anti-SLAPP device against specified public interest actions, among others."

8 Blanchard v. DIRECTV, Inc., 123 Cal. App. 4th 903, 913 (2004) ("Blanchard'') (citations and

9 quotations omitted).

10 As elaborated below, Plaintiffs Complaint alleging violations of the Brown Act satisfies each

11 of the above-mentioned elements so as to exclude this action from the anti-SLAPP statute.2

12 Defendants' opening brief did not dispute that Plaintiff meets the first two prongs of Section 425.17,

13 and thus Defendants have waived the right to dispute those two points. For the sake of completeness,

14 however, Plaintiff will briefly touch on them.

15 1. Plaintiff Does Not Seek Relief Greater than or Different from the

16 Relief Sought for the General Public

17 Plaintiff does not seek any direct relief which is greater than or different from the relief sought

18 for the general public, such as individual money damages or a percentage of any money that may be

19 returned to "PUSD and its taxpayers" as a result of invalidating the illegal agreement with Dr. Kim-

20 Phelps. See Compl. pp. 8-9, 'II E (prayer). That brings Plaintiff squarely within the public-interest

21 exception. San Diegansfor Open Gov'tv. Har Constr., 240 Cal. App. 4th 611,628 (2015) ("SDOG'')

22 (finding public-interest exception applied where Plaintiff sought return of payments to school district,

23 for benefit of school district). Additionally, Plaintiff and its members are not candidates for

24 superintendent seeking to gain any competitive advantage against any of the opposing parties by

25 bringing this action; the members are merely taxpayers who care about government transparency. See

26 Compl., p. 1, 'II 1. Plaintiff is simply seeking, on behalf of "PUSD and its taxpayers," to void the

27 agreement for being approved in illegal private meetings in violation ofthe Brown Act, to disgorge all

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2 Plaintiff would point out that Defendants do not dispute that Plaintiff meets the first two prongs of Section 425.17.


1 monies illegally received under the agreement, and to enjoin any transfer of monies illegally received

2 by Dr. Kim-Phelps under the agreement- all and only for the equal benefit of each ofPUSD's residents

3 and taxpayers.

4 2. This Action Enforces an Important Public-Interest Right and Confers a

5 Significant Benefit on the General Public

6 Through this action, Plaintiff seeks to enforce important rights affecting the public interest.

7 First, Plaintiff seeks to vindicate the right of citizens to be informed of the public's business. When

8 Defendants voted to hire Dr. Kim-Phelps through illegal private meetings and then approved an

9 agreement that was a fait accompli at a subsequent public meeting, Defendants violated the heart of the

10 Brown Act, which mandates that a public agency's "actions be taken openly and that [its] deliberations

11 be conducted openly." GOV'T CODE§ 54950. Second, this lawsuit also enforces the public's right to

12 have taxpayer funds used solely for lawful purposes- not on agreements approved in violation of the

13 Brown Act. If successful, Plaintiffs action would confer a significant benefit on PUSD and its

14 taxpayers by preventing an expenditure of nearly $1 million over three years pursuant to an agreement

15 approved in violation of the Brown Act. Deft Req. for Judicial Not., Ex. J, p. 51. Plaintiff's success

16 in this case would also confer a significant non-pecuniary benefit on the public because it would force

17 PUSD to bring the item back on its agenda and discuss it openly, while discouraging public officials

18 from conducting illegal secret meetings shielded from public view.

19 3. Private Enforcement Is Necessary, with Plaintiff Bearing a

20 Disproportionate Burden

21 When it comes to determining whether Plaintiff meets the necessity and financial-burden factor

22 of Section 425.17, "[c]ourts first focus on what sort of financial stake the plaintiff had in the outcome,

23 i.e., what the plaintiff hoped to gain financially from the litigation in comparison to what it cost."

24 Blanchard, supra, 123 Cal. App. 4th at 915 (citation omitted). "The relevant inquiry is whether the cost

25 of the plaintiffs' legal victory transcends their personal interest"- that is, "what the plaintiff hoped to

26 gain financially from litigation in comparison to what it cost." !d. The Court must consider the

27 circumstances at the time this lawsuit was filed. SDOG, supra, 240 Cal. App. 4th at 630-631.

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1 In litigating its Complaint, Plaintiff seeks only invalidation of the employment agreement

2 approved in violation of the Brown Act and thereupon restitution for the benefit of PUSD and its

3 taxpayers. See Compl. pp. 8-9, ~~A & E (prayer). Plaintiff has no direct or indirect financial interest

4 in the nearly $1 million that will be saved by PUSD. The burden of this lawsuit thus substantially

5 transcends any amount of the potential tax-dollar recovery that could possibly be attributed to Plaintiff

6 or its members. SDOG, supra, 240 Cal. App. 4th at 630-631 (prayer for recovery of money for benefit

7 of school district transcended Plaintiffs stake in lawsuit).

8 Defendants argue that Plaintiff fails to meet the necessity prong of the public-interest exception

9 because it was not necessary to sue PUSD's individual board members. P. & A., p. 15, Ins. 16-21. In

10 making the argument, Defendants rely on City of Montebello v. Vasquez, 1 Cal. 5th 409 (2016)

11 ("Vasquez"), in which the Supreme Court merely opined that "[i]t is not necessary to sue government

12 officers in their personal capacities to challenge the propriety of a government action." !d. at 426. The

13 argument fails for the simple reason that the question of necessity in suing individual defendants is

14 appropriate I y analyzed under the first prong of the anti -SLAPP analysis- determining whether the cause

15 of action arises from an exercise of free speech or petition. !d. at 425-427. Indeed, Vasquez did not

16 even address the public-interest exception under Section 425.17 and made its passing comment as part

17 of the "Protected Activity'' analysis.3

18 Defendants also rely on dicta in Schwarzburd v. Kensington Police Protection & Community

19 Services District Board, 225 Cal. App. 4th 1345 (2014) ("Schwarzburd"). There the Court of Appeal

20 opined, as an aside, that under Section 425.17(b) the third prong of the public-interest exception "is

21 arguably unsatisfied, at least to the three individual defendants, because private enforcement, as to

22 them, is not necessary." !d. at 1352 (emphasis added). Because the Court did not even come to a

23 conclusion on whether suing individual defendants was properly subject to analysis under the necessity

24 prong of the public-interest exception, Schwarzburd cannot be relied on for that proposition. Matteo

25 Forge, Inc. v. Arthur Young & Co., 52 Cal. App. 4th 820, 850 (1997) ("Dicta is not authority upon

26 which we can rely'').

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28 3 Significantly, the individual members of the city council in Vasquez were sued after they voted at a lawful, public meeting. !d. at 427 (explaining that"noting votes taken after a public hearing qualify as acts in furtherance of constitutionally protected activity'').

PLAINTIFF'S OPPOSITION TO DEFENDANTS' ANTI-S LAPP MOTION Page 5

1 Critically, neither Vasquez nor Schwarzburd held that individual legislators cannot be named

2 in a Brown Act lawsuit. Even if the Court deems were to consider the issue under the necessity prong

3 of the public-interest exception, which Plaintiff believes would be erroneous, Plaintiffs decision to

4 name the individual defendants is fully supported by the law. Just recently, the Court of Appeal in

5 People ex rel. Harris v. Rizzo, 214 Cal. App. 4th 921 (2013), recognized that no statutory provision

6 existed "governing the liability of public officials for" an illegal expenditure of public funds and

7 articulated the following rule: "if the official does not use due care or reasonable diligence in

8 authorizing the expenditure of public funds, the official may be subject to persona/liability for the

9 improper expenditure." !d. at 943 (citing Stanson v. Matt, 17 Cal. 3d 206 (1976)). "It must be

10 remembered that this is a standard for determining when a public official is liable for restitution for an

11 ultra vires act," the opinion observed. "!d. "[W]hen an expenditure of public funds is wholly

12 unauthorized, the public official who authorized the expenditure can be liable for restitution ifhe or she

13 acted unreasonably." !d.

14 The Brown Act renders secret action on and discussion of employee compensation "null and

15 void." GOV'T CODE §§ 54957(b)( 4) & 54960.1(a). As noted in Rizzo: "if the decision made was

16 outside the authority ofthe officials- either as an ordinance outside of the city council's authority under

17 the charter, or a contract made by someone without the authority to bind the city to it- courts can strike

18 down the ordinance or contract as void. If that occurs, the recipient of funds under the void ordinance

19 or contract may be liable to the city in restitution, and the city officials who purported to authorize the

20 unauthorized expenditure may also be liable in restitution, if they failed to use due care or reasonable

21 diligence in authorizing it." Rizzo, supra, 214 Cal. App. 4th at 943.

22 For the foregoing reasons, this action falls squarely within the scope of Section 425.17(b), and

23 Defendants' motion should be denied because this action is exempt from the anti-SLAPP statute.

24 B. Defendants Cannot Satisfy the Two Requirements for a Successful Anti-SLAPP

25 Motion

26 As this action falls within the scope of the public-interest exception, the Court should not

27 conduct the analysis set forth in the anti-SLAPP statute. People ex rel. Strathman, supra, 210 Cal. App.

28 4th at 498 (explaining that public-interest exception is threshold issue and that, if applicable, anti-


1 SLAPP motion should be denied without reaching merits). Nevertheless, even if the public-interest

2 exception did not apply, Defendants' motion should still be denied because ( 1) this action does not arise

3 from protected First Amendment activity and (2) this action does not lack merit.

4 1. Plaintifrs Complaint Does Not Arise from Protected Activity

5 Defendants argue that this case arises from protected activity because it is aimed at PUSD's

6 board members' votes, "their statements in conjunction with or in the course of deliberations where the

7 votes were taken, the public statements of the Individual Respondents in connection with this public

8 issue under consideration, and [things] said in the course of negotiating the employment contract, ...

9 [all of which] were protected activity .... " P. & A., p. 13, Ins. 7-15. Defendants' argument fails for

10 several reasons.

11 First, Defendants rely on Vasquez, supra, in which the plaintiff brought an action against

12 individual city council members for publicly voting on a waste-hauling contract in which they had a

13 financial interest, in violation of Government Code Section 1090. Vasquez, supra, 1 Cal. 5th at 501-

14 502. Relying on U.S. Supreme Court precedent that a legislator's vote is not protected First

15 Amendment speech, the plaintiff argued that "defendants cannot make the threshold showing that their

16 votes fell within the scope of section 425.16." !d. at 508. The California Supreme Court rejected the

17 argument, opining that "the Legislature did not limit the scope of the anti-SLAPP statute to activity

18 protected by the constitutional rights of speech and petition. It went on to include 'any act ... in

19 furtherance of those rights." Id. (italics in original). The High Court then concluded that "[t]he

20 councilmembers' participation in the meeting that preceded the vote was constitutionally protected

21 activity. ' [ P]ublic meetings, at which council members discuss matters of public interest and legislate,

22 are conduct in furtherance of the council members' constitutional right of free speech in connection with

23 public issues and issues of public interest."' !d.

24 The case at bar is distinguishable from Vasquez because the discussion and vote on the

25 compensation to be paid to Dr. Kim-Phelps was not conducted at a "public meeting[], at which

26 [legislators] discuss matters of public interest and legislate, " but in secret meetings outside of the

27 public's view. Id. In this regard, any discussions or actions relating to compensation under the

28 employment agreement was not conduct "in furtherance of'' Defendants' right, at a public meeting, to


legislate or express opinions on public issues. Such conduct was the exact opposite - it was "in

2 furtherance of' Defendants' attempt to circumvent the public legislative process, where constitutionally

3 protected speech is expressed. Secret votes are expressly prohibited under the Brown Act. Thus,

4 deliberations "in furtherance of' a secret vote cannot, as a matter of law, constitute conduct "in

5 furtherance of' protected activity.

6 Plaintiffs Complaint also alleges that PUSD announced numerous times prior toM arch 7 that

7 Ms. Kim-Phelps was actually already hired by PUSD. For example, the Complaint alleges:

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B. On February 14, 2017:

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11.

PUSD issued the following announcement on Twitter: "The PUSD Board has chosen a new superintendent: @mkimphelps who comes to us from the Westminster. Congrats and welcome! More info to come!'' ....

PUSD issued the following announcement on Facebook: "The PUSD Board has announced Marian Kim-Phelps as our new Superintendent! She comes to us from the Westminster School District. Congratulations and welcome to #TeamPUSD. More information to come tomorrow."

15 Compl., pp. 4-5, ~~ 12(B)(i)-(ii). Defendants argue that these types of statements are made "in

16 connection with an issue under consideration or review by a legislative ... body." P. & A., p. 12, Ins.

17 23-24. That argument fails for the simple reason that these types of statements indicate that an ultimate

18 decision on hiring Dr. Kim-Phelps was already made at the time the statements were made. In other

19 words, at the time of the statements, the matter of her employment was no longer an "issue under

20 consideration of review by a legislative body."

21 As a policy matter, it would make zero sense to conclude that this action is subject to the anti-

22 SLAPP statute. Under Defendants' interpretation ofthe law, public agencies could hold illegal secret

23 meetings and cast votes in private, then subsequently have any lawsuit challenging that secret votes

24 dismissed under the anti-SLAPP statute. Neither Vasquez nor Schwarzburd controls here because both

25 of those lawsuits were directed at votes taken at lawful public meetings, not at serial meetings intended

26 to circumvent the public legislative process.

27 For these reasons, the Complaint is not directed at "protected" activity under the anti-SLAPP

28 statute.

PLAINTIFF'S OPPOSITION TO DEFENDANTS' ANT!-SLAPP MOTION Page 8

1 2. Plaintiff Is Likely to Prevail on the Merits

2 If the Court finds that this action is not subject to the public-interest exception, and even if the

3 Court finds that this action arises from protected speech, Plaintiff is still likely to prevail on the merits.

4 "To establish such a probability, a plaintiff must demonstrate that the complaint is both legally

5 sufficient and supported by a sufficient prima facie showing of facts to sustain a favorable judgment

6 if the evidence submitted by the plaintiff is credited." Gallagher v. Connell, 123 Cal. App. 4th 1260,

7 1265 (2004). In satisfying this burden, a plaintiff need only demonstrate "minimal merit." Navellier

8 v. Sletten, 29 Cal. 4th 82, 94 (2002). The Court does "not weigh the credibility or evaluate the weight

9 of the evidence. Rather, [it] accept[s] as true the evidence favorable to the plaintiff and assess[es] the

10 defendant's evidence only to determine if it has defeated plaintiff's submission as a matter of law."

11 Ampex Corp. v. Cargie, 128 Cal. App. 4th 1569, 1576 (2005).

12 Defendants argue that "for a variety of reasons, including but not limited to the obstacles as a

13 matter of law raised in the Demurrer of all Respondents," Plaintiff cannot establish a probability of

14 prevailing on its claim. P. & A., p. 17, Ins. 2-4. Defendants' argument fails for all of the reasons set

15 out in Plaintiffs opposition to Defendants' demurrer, submitted concurrently with this opposition and

16 incorporated herein by this reference.

17 Furthermore, the Complaint more than establishes a prima facie case that the Brown Act was

18 violated on (if not before) February 14. In this regard, the Complaint is clear that "[ijn private- i.e.,

19 not during a public meeting- and no later than February 14, 2017 ... [a] majority of the members of

20 PUSD's governing board affirmatively selected KIM-PHELPS as their preferred choice for new

21 superintendent." Compl., pp. 3-4, ~~ 12(A) & 12(A)(ii) (emphasis added). But the evidence is even

22 stronger. For instance, the PUSD board's own president e-mailed the public announcing "the selection

23 of Dr. Marian Kim-Phelps as the new Superintendent of Poway Unified School District." See Garnier

24 Decl., ~ 2; Ex. 1. The president went on to promise that Dr. Kim-Phelps "will be officially named

25 Superintendent at the March 7, 2017 Board Meeting when her contract is approved." !d. The

26 president's choice of words is important: "when her contract is approved," not "if' it is approved.

27 That's because the hiring was a foregone conclusion as of February 14.

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1 Indeed, the president ofPUSD 's governing board was advising her colleagues back on February

2 1 -nearly two weeks before the decision to hire Dr. Kim-Phelps was announced- that "Per the Brown

3 Act, we can only discuss salary during Closed session of a regular Board meeting, not a special."

4 Briggs Decl., ~ 2; Ex. 3, p. 57 (emphasis added). Meanwhile, roughly one week earlier, the entire board

5 was e-mailing back and forth with personnel consultants discussing "SALARY AND BENEFITS"-

6 that is, not during any board meeting at all - with board member Kimberley Beatty talking to her

7 colleagues and the consultants about "me too" raises4 and "vacation accrual." Briggs Decl., ~ 2; Ex.

8 3, p. 40. In short, discussions about compensation were standard practice before February 14 and well

9 before March 7, easily bolstering the other evidence that the board was talking in depth about the

10 compensation for Dr. Kim-Phelps before the open session on March 7.

11 But the best evidence of illegal compensation discussions and action outside open-session

12 meetings again comes from board member Beatty. In an e-mail to a constituent, she admitted without

13 qualification or reservation that "a majority of the PUSD board [did] discuss Dr. Kim-Phelps' salary

14 or compensation on or before February 14 apart from an open-session meeting." Gamier Decl., ~ 3; Ex.

15 2 (word "Yes" in red font after question).

16 Even if nothing illegal happened on or before February 14, however, Defendants nevertheless

17 violated the Brown Act on March 7. Defendants admit that they announced Dr. Kim-Phelps was hired

18 on March 7 and that a vote hiring her was made on March 7. P. & A., p. 9, lns. 5-9. But they are

19 playing games with the timing. At the very beginning of the meeting, before the contract itselfwas

20 presented for public comment, Defendants announced that Dr. Kim-Phelps had been appointed as the

21 new superintendent. The PUSD governing board's minutes for that meeting show closed session

22 starting at 4:04p.m. and concluding at 5:40 p.m., with the public session beginning at 6:04p.m. See

23 Compl., Ex. "J," p. 1. The minutes also show that the board voted to appoint Dr. Kim-Phelps as the

24 new superintendent as part ofltem 7 in closed session. See id., Ex. "J," p. 2. Was the board really

25 going to reject her contract in public after appointing her to the superintendent's post a couple hours

26 earlier? Did the board actually appoint her without talking about her compensation? The answer to

27 both questions is "no," as board member Beatty's e-mail to a constituent confirmed.

28 4 "Me too" raises are raises that a superintendent receives because subordinates also received raises.


1 The crux of Plaintiff's complaint is that PUSD's governing board voted in secret to hire Dr.

2 Kim-Phelps and set her compensation package, and then the board held a public meeting three weeks

3 or more later to ratify their illegal negotiations and deliberations, giving the public the false impression

4 that they had a real say in the matter. PUSD's February 14 and 15 conduct and communications

5 demonstrate that the decision to hire Dr. Kim-Phelps was cemented before any public meeting on the

6 matter. That secret hiring of the new superintendent violated Section 54953 's mandate that "[a]ll

7 meetings of the legislative body of a local agency shall be open and public ... " and Section 54957' s

8 prohibition against closed-session discussions about compensation. Based on this evidence, Plaintiff

9 has demonstrated the "minimal merit" required to defeat Defendants' anti-SLAPP motion.

10 IV. CONCLUSION

11 For all the foregoing reasons, Plaintiff respectfully asks the Court to deny Defendants' anti-

12 SLAPP motion in its entirety.

13 Date: August 21, 2017.

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By:

Attorneys for Plaintiff and Petitioner San Diegans for Open Government


DECLARATION OF CHRISTOPHER GARNIER

2 I, Christopher Garnier, am over the age of 18 and if called as a witness in this case will testify

3 as follows:

4 1. I am a resident of the City of Poway and live in the Poway Unified School District

5 ("PUSD"). My children attend PUSD schools.

6 2. Attached hereto as Exhibit 1 is a true and correct copy of an e-mail announcement that

7 I received from PUSD on February 15,2017.

8 3. Attached hereto as Exhibit 2 is a true and correct copy of an e-mail exchange between

9 PUSD board member Kimberley Beatty and me over the last couple of months.

l 0 I declare under penalty of perjury under the laws of the State of California that the foregoing is

11 true and correct.

12 Date: August 21, 2017.

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Admin

Typewritten Text

DECLARATION OF CORY J. BRIGGS

2 I, Cory J. Briggs, am over the age of 18 and if called as a witness in this case will testify as

3 follows:

4 1. I am an attorney licensed to practice law before all courts ofthe State of California. I

5 am the lead attorney of record for Plaintiff and Petitioner San Diegans for Open Government in this

6 lawsuit.

7 2. Attached hereto as Exhibit 3 is a true and correct copy of correspondence that I received

8 from Defendants' attorney of record during the pendency of this lawsuit, in response to a California

9 Public Records Act request submitted by my client to the Poway Unified School District.

:~ ~e ~::~:::~::~:::~:.ofp~ury~derfu~gfuz; ofC;:t the fore~ing is 13

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Admin

Typewritten Text

EXHIBIT 1

Admin

Typewritten Text

1

Cory Briggs

From: Cory BriggsSent: Wednesday, June 14, 2017 1:14 PMTo: Cory BriggsPUSD B

From: POWAY UNIFIED SCHOOL DISTRICT [mailto:[email protected]] Sent: Wednesday, February 15, 2017 9:34 AM To: Subject: PUSD Board Selects New Superintendent

Dear PUSD Families,

On behalf of the PUSD Board of Education, I am pleased to announce the selection of Dr. Marian Kim‐Phelps as the new Superintendent of Poway Unified School District.

After a nationwide search, Dr. Kim‐Phelps was the finalist from a pool of 91 candidates. Dr. Kim‐Phelps is an incredibly accomplished Superintendent. She has outstanding credentials and brings the experience and vision needed to lead the district and embrace the community. We are very excited to have her as our next Superintendent. She will be officially named Superintendent at the March 7, 2017, Board Meeting when her contract is approved.

While she comes to us from the Westminster School District in Orange County, She is very familiar with the San Diego area, having studied and worked here for many years. You can read more about Dr. Kim‐Phelps in this news release.

Sincerely, Michelle O'Connor‐Ratcliff Board President

The Poway Unified School District (PUSD) is an equal opportunity employer/program and is committed to an active Nondiscrimination Program. PUSD does not discriminate on the basis of race, color, national origin, sex, sexual orientation, ethnic group identification, ancestry, religion, gender, gender identification, mental or physical disability. For more information, please contact the Associate Superintendent, Personnel Support Services, Poway Unified School District, 15250 Avenue of Science, San Diego, CA 92128-3406.

This e-mail has been sent to you by POWAY UNIFIED SCHOOL DISTRICT. To maximize their communication with you, you may be receiving this e-mail in addition to a phone call with the same message If you no longer wish to receive email notifications from POWAY UNIFIED SCHOOL DISTRICT, please click here to unsubscribe.

Admin

Typewritten Text

EXHIBIT 2

From: "Beatty, Kimberley" <[email protected]>Subject: RE: Delivery Status Notification (Failure)Date: August 21, 2017 at 11:50:30 AM PDTTo: Christopher Garnier <[email protected]>

Hi Mr. Garnier,

Please see my answer below. With regard to your USC email account, if this continues I recommendcontacting our IT department. I believe our district installed new email software recently with differentfilters and that may be the cause.

Regards,Kimberley

Kimberley BeattyTrustee, Poway Unified School District858-335-4878

From: Christopher Garnier [mailto:[email protected]] Sent: Monday, August 21, 2017 11:16 AMTo: Beatty, Kimberley <[email protected]>Subject: Fwd: Delivery Status Notification (Failure) Ms. Beatty, It's perplexing but all my emails sent to district staff from my USC email account will not go through.It as if they are blocked. Please read the attachment below for confirmation. This issue has beengoing on for over a week. However, I am contacting you in regards to a past email exchange from myUSC account. My question... Did a majority of the PUSD board discuss Dr. Kim-Phelps' salary or compensation on or beforeFebruary 14 apart from an open-session meeting? Yes. I hope you are well and I thank you for you time and look forward to your response. Very Respectfully,Chris Garnier Sent from my iPhone

Begin forwarded message:

From: Mail Delivery Subsystem <[email protected]>Date: August 21, 2017 at 11:07:38 AM PDTTo: [email protected]

FW: Delivery Status Notification (Failure)

1 of 3 8/21/17, 12:09 PM


2of3

Subject: Delivery Status Notification (Failure)

Address not found

Your message wasn't delivered to [email protected] because the address couldn't be found. Check for typos or unnecessary spaces and try again.

The response was: 550 permanent fai l ure f or one or more recipients (kbeat ty@powayusd . com: 550 Sender email address reject ed)

Chris Gamier Chief Executive Officer 858.740.7329 Premier Athletics

8/21/17, 12:09 PM


3 of 3 8/21/17, 12:09 PM

Admin

Typewritten Text

EXHIBIT 3

ATK INSON , ANDELSON, LOYA , RUUD & ROMO

C E R R I T O S (562) 653-3200

F R E S N O (559) 225-6700

I R V I N E (949) 453-4260

P A S A D E N A (626) 583-8600

A P R O F E S S I O N A L C O R P O R A T I O N ATTORNEYS AT LAW

16870 WEST BERNARDO DR IVE , SUITE 330 SAN D IEGO , CALIFORNIA 92127-1671

(858) 485-9526

FAX (858) 485-9412 WWW.AALRR.COM

P L E A S A N T O N (925) 227-9200 R I V E R S I D E

(951) 683-1122 S A C R A M E N T O (916) 923-1200

OUR FILE NUMBER:

005463 00561 16170427 1 June 12, 2017

VIA EMAIL (PER REQUEST)

Cory Briggs, Esq. Briggs Law Corporation Inland Empire Office 99 East “C” Street, Suite 111 Upland, CA 91786

Re: Poway Unified School District CPRA Request

Dear Mr. Briggs:

As you know, this firm represents the Poway Unified School District (“District”) regarding your recent request under the California Public Records Act (“CPRA”). I appreciate your patience as we conducted a diligent search of records, gathered and reviewed documents, and applied any applicable exemptions from disclosure.

The documents are grouped into three categories rather than six, given that most are emails and most involve back and forth interaction that would apply to two categories.

Our consideration of exemptions/redactions included but was not limited to Government Code sections 6254(c) (exception for “[p]ersonnel, medical, or similar files, the disclosure of which would constitute an unwarranted invasion of personal privacy”), 6254(a) (preliminary drafts, notes, or intra-agency memoranda not retained by the District in the ordinary course of business), 6254(k) (privileged material, including records within the attorney-client privilege and work product doctrine, including Evidence Code sections 915, 950 et seq., and 1040), and 6255 (catch-all exception). (Government Code § 6253(a).) That said, please be advised that the only records found within the scope of your requests to which we have applied an exemption are: 1) privileged records, specifically records within the attorney-client privilege and work product doctrine; and 2) we redacted the name of a candidate for the Superintendent position, other than Marian Kim-Phelps, referenced briefly in a January 25, 2017 email. (See Pages 0038 and 0040.)

If you have any questions regarding the documents, or exemptions, please feel free to contact me.

Anti-SLAPP Opposition - Exhibit 3 Page 1 of 184

ATK INSON , ANDELSON , LOYA , RUUD & ROMO

Cory Briggs, Esq. June 12, 2017 Page 2

Regards,

ATKINSON, ANDELSON, LOYA, RUUD & ROMO

Mark R. Bresee


Requests 1(a) and 1(b)

MKP TO BD MEMBER(S)

BD MEMBER(S) TO MKP

REGARDLESS OF TOPIC

0001


0002


Dr. Marian Kim-Phelps, Superintendent Westminster School District 14121 Cedarwood Avenue Westminster, CA 92683

Dear Dr. Phelps,

February 24, 2017

We would like you to be aware that on February 7, 2017 we sent to the Poway Unified Board of Education the attached Request to Cure or Correct violations of the Ralph M. Brown Act. This letter serves as notice of a challenge to the validity of an action (or actions) giving rise to a contractual obligation with you.

Respectfully, Kimberley Beatty, Trustee, Poway Unified School District Charles Sellers, Trustee, Poway Unified School District

0003


February 7, 2017

To: Poway Unified School District Board of Education President Michelle O'Conner-Ratcliff, Vice

President TJ Zane and Clerk Darshana Patel:

This is a demand of the above named members of the Poway Unified School District "legislative body" to

cure or correct your actions taken in violation of Sections 549S3; S49S4.2; S49S4.S; S49S7.1; S49S7.S;

S49S7.6; S49S7.7 & S49S9 of theCA Government Code.

On Wednesday, January 2S'' the PUSD Board was provided with the final agenda for the 1-31-2017

Regular Board Meeting. On Thursday, January 26'' at 8:30AM the 1-31-2017 Regular Board Meeting

Agenda was posted on the PUSD website and em ailed to approximately SO staff members. On Friday,

January 27"', shortly before SPM, a revised board agenda was emailed again to the list of staff members

without prior board notice. The revision consisted of an additional agenda item added by Board

President Michelle O'Connor-Ratcliff without board knowledge or authority. It was listed as follows:

CLOSED SESSION: CONFERENCE WITH LABOR NEGOTIATOR Agency Designated Representative: Board President Unrepresented Employee: Superintendent Candidate

• In violation of Section S49S3, an independent contractor was hired by the board in closed session; and, discussions took place that were not permitted Brown Act exceptions;

• In violation of Sections S49S4.2 & S49S4.2(3), no designated representative was specified other than "Board President", which was later revealed to be merely a "place holder"; the board was not in a conference with its labor negotiator since none had been chosen; the board was not in negotiations with an unrepresented employee since no "superintendent candidate" had been chosen; and an attorney was present in the closed session without prior disclosure to the public;

• In violation of Section S49S4.S, the true intent of this unlawful closed session was not Conference with Labor Negotiators vis a vis an unrepresented employee;

• In violation of Section S49S7 .1, unlawful actions were taken in closed session that failed to be reported out of closed session;

• In violation of Section S49S7.S, an agreement was made to circumvent the disclosable public records requirement under the California Public Records Act;

• In violation of Section 54957.6, there was an improper designation of agency negotiator and no bona fide labor negotiations with an unrepresented employee took place;

• In violation of Section 54957.7, there was no disclosure of actions taken;

• In violation of Section 54959, Board President O'Connor-Ratcliff, along with Vice-President Zane and Clerk Patel intended to deprive the public of information to which these members knew or had reason to know the public is entitled.

Respectfully,

Poway Unified School District Board Member Kimberley Beatty Poway Unified School District Board Member Charles Sellers


MKP TO LS

LS TO MKP

REGARDING PUSD

0004


0005


5/212017

RE: Updated Draft Zane, Thomas Sent: Monday, February 27, 2017 1:55 PM

RE: Updated Draft

To: Trevin Sims [[email protected]]; [email protected] Importance:High

Hi Marian, hi Trevin. May you confirm that the contract that was attached to the email below is to be considered the FINAL DRAFT for adoption by the Board at next week's Board meeting? I've been asked by the Board's Executive Assistant to forward said contract to her no later than tomorrow for the purposes of adding to the meeting's agenda packet/posting for public review in advance of the meeting. Thanks so much! TJ

T.J. Zane

Trustee

Poway Unified School District

From: Trevin Sims [[email protected]] Sent: Wednesday, February 15, 2017 10:33 PM To: '[email protected]' Cc: Zane, Thomas Subject: Updated Draft

Marian,

Thank you for your comments on the draft my assistant sent this afternoon. I have accepted the changes in that draft to lSC without alteration, since you had no change to it. I have made the changes we discussed to sections 13 and 22, as well as re-inserting the effective dates you had included in the salary schedule. The only change I made to the effective dates was for the first year to reflect your actual anticipated start date.

Please let me know if either of you have any further questions, concerns or changes. Once you both have given the agreement a green light, my recommendation is that it be circulated to the entire Board in anticipation of it being made available to the public for review when the March 7 agenda is published.

Trevin

https1/email.powayusd.com/[email protected]=ltem&t=IPM.Note&id=R.gAAAAOxHzaH20ENSYQcP1aMD1EfBwBLoEdHTrWUS7... 111

0006


51212017

RE: Updated Draft Zane, Thomas Sent:Monday, February 27, 2017 2:20 PM

RE: Updated Draft

To: Marian Phelps [[email protected]]; Trevin Sims [[email protected]]

Copy that, thanks all. I'll change start date to April 3 and forward to the Board E.A. Cheers, TJ

T.J. Zane

Trustee


From: Marian Phelps [[email protected]] Sent: Monday, February 27, 2017 2:15PM To: Trevin Sims Cc: Zane, Thomas Subject: RE: Updated Draft

Looks great to me except the start date needs to be changed to April3, 2017 not the first. This is per the advice ofHR, to avoid a lapse of benefits and STRS credit. Thank you! Marian

On Feb 27, 2017 2:09PM, "Trevin Sims" <[email protected]> wrote: Marian and T.J.,

For clarity, attached is the final clean draft that should be reviewed for purposes of distribution to the public and posting. This is the version I sent to Marian earlier today. It is the same as the last version you both reviewed with the red lines removed, names and dates filled in, and other minor, non-substantive tweaks like spacing issues or deletion of duplicative words, e.g., "the the."

Trevin

Trevin Sims Attorney at Law

· T: 213.929.1066 I F: 213.929.1077

515 S. Figueroa St .. Suite 750 Los Angeles, CA 90071

lozanosmith.com

Email I Allomey Bio I Vcqrd

CONFIDENTIALITY NOTICE: This electronic mail transmission may contain privileged and/or confidential information only for use by the intended recipients.

Unless you are the addressee (or authorized to receive messages for the addrESSee), you may not use, copy, disclose, or distribute this message (or any

information contained in or attached to It) to anyone. You may be subject to civil action and/or criminal penalties for violation of this restriction. If you received

this transmission in error, please notil'y the sender by reply e-mail or by telephone at <BOOl 445-9430 and delete the transmission. Thank you,

From: Marian Phelps [mailto:[email protected] Sent: Monday, February 27, 2017 1:58 PM

· To: Zane, Thomas

hllps:f/email.powayusd.com/[email protected]=ltem&FIPM.Note&id=RgAAAADxHzaH20ENSYQcP1aM01EIBwBl.nEdHTrWUS7... 112

0007


51212017 RE: Updated Draft

Cc: Trevin Sims . Subject: RE: Updated Draft

This is the first I've seen the draft. So after I review it can I Jet you know?

On Feb 27, 2017 I :55 PM, "Zane, Thomas" <[email protected]> wrote:

Hi Marian, hi Trevin. May you confirm tflat tfle contract tflat was attached to tne email below is to be considered tfle FINAL DRAFT for adoption by tfle Board at next week's Board meeting? I've been asked by tfle Board's Executive Assistant to forward said contract to her no later tflan tomorrow for tfle purposes of adding to tfle meeting's agenda packet/posting for public review in advance of tfle meeting. Thanks so much! TJ

T.J. Zane

Trustee


From: Trevin Sims [email protected] · Sent: Wednesday, February 15, 2017 10:33 PM

To: '[email protected]' Cc: zane, Thomas Subject: Updated Draft

Marian,

Thank you for your comments on the draft my assistant sent this afternoon. I have accepted the changes in that draft to I 5C without alteration, since you had no change to it. I have made the changes we discussed to sections 13 and 22, as well as re-inserting the effective dates you had included in the salary schedule. The only change I made to the effective dates was for the first year to reflect your actual anticipated start date.

Please Jet me know if either of you have any further questions, concerns or changes. Once you both have given the agreement a green light, my recommendation is that it be circulated to the entire Board in anticipation of it being made available to the public for review when the March 7 agenda is published.

Trevin

https1/email.powayusd.com/owa/[email protected]/?ae=ltem&r-IPM.Note&i!FRgAAAAOxHzaH20ENSYQcP1aM01EfBwBL.oEdHTrWUS7... 212

0008


51212017

RE: Updated Draft Zane, Thomas Sent:Monday, February 27, 2017 2:21 PM

RE: Updated Draft

To: Marian Phelps [[email protected]]; Trevin Sims [[email protected]]

Upon review, it appears the contract Trevin forwarded at 2:09pm does indeed have start date of April 3. tjz

T.J. Zane

Trustee


From: Marian Phelps [[email protected]] Sent: Monday, February 27, 2017 2:15 PM To: Trevin Sims Cc: Zane, Thomas Subject RE: Updated Draft

Looks great to me except the start date needs to be changed to April3, 2017 not the first. This is per the advice of HR, to avoid a lapse of benefits and STRS credit. Thank you! Marian

On Feb 27, 2017 2:09PM, "Trevin Sims" <[email protected]> wrote: Marian and T.J.,

For clarity, attached is the final clean draft that should be reviewed for purposes of distribution to the public and posting. This is the version I sent to Marian earlier today. It is the same as the last version you both reviewed with the red lines removed, names and dates filled in, and other minor, non-substantive tweaks like spacing issues or deletion of duplicative words, e.g., "the the."

Trevin

· Trevln Sims Attorney at Law

T: 213.929.1066 I F:

213 929.1077

515 S. Figueroa St .. Suite 750

Los Angeles, CA 90071 lozanosmith.com

Email I Attorney Bio I ~

CONFIDENTIALITY NOTICE: This electronic mail transmission may contain privileged and/or confidential information only for use by the intended recipients.

Unless you are the addressee (or authorized to receive messages for the addressee), you may not use, copy, disclose, or distribute this message (or any

information contained in or attached tD it) to anyone. You may be subject to civil action and/or criminal penalties for violation of this restriction. If you recefved

: this transmission in error, please notiFy the sender by reply e-mail or by telephone at (BQO) 445--9430 and delete the transmission. Thank you.

From: Marian Phelps [mailto:[email protected]] . Sent: Monday, February 27, 2017 1:58PM

To: Zane, Thomas Cc: Trevin Sims Subject: RE: Updated Draft

htlpsi/email.pcr.vayusd.com/awa/[email protected]=llem&t=IPM.Note&id•RgAAAADxHzaH20ENSYQcP1aM01EIBwBLDEdHTrWUS7... 1/Z

0009


51212017 RE: Updated Draft

This is the first I've seen the draft. So after I review it can I let you know?

On Feb 27,2017 1:55PM, "Zane, Thomas" <[email protected]> wrote:

Hi Marian, hi Trevin. May you confirm that the contract that was attached to the email below is to be considered the FINAL DRAFT for adoption by the Board at next week's Board meeting? I've been asked by the Board's Executive Assistant to forward said contract to her no later than tomorrow for the purposes of adding to the meeting's agenda packet/posting for public review in advance of the meeting.

• Thanks so much! TJ

T.J. Zane

Trustl!e


From: Trevin Sims [email protected] Sent: Wednesday, February 15, 2017 10:33 PM To: '[email protected]' Cc: Zane, Thomas Subject: Updated Draft

Marian,

Thank you for your comments on the draft my assistant sent this afternoon. I have accepted the changes in that draft to 15C without alteration, since you had no change to it. I have made the changes we discussed to sections 13 and 22, as well as re-inserting the effective dates you had included in the salary schedule. The only change I made to the effective dates was for the first year to reflect your actual anticipated start date.


Trevin

https1/email.pa.vayusd.com/owa/[email protected]=llem&t=IPM.Note&id•RgAAMDxHzaH20ENSYQcP1aM01EfBwBLoEdHTrWUS7... 212


T.J. Zane

From: Sent: To: Cc: Subject Attachments:

Good afternoon,

LJur·ic Co:;tamJ ·dco:;tanz:l@loz:ano5mith.com> Wednesday, February 15, 2017 -U8 PM '[email protected] m·

·[email protected]·; Trevin Sims Final Draft Contract

Me!'s 2016-1 8 K.PDF; Phelps Contract Final - Final (S0128611xD968F).docx

Pursuant to your conversations with Mr. Trevin Sims, enclosed please find the final revised draft with section 15(C) redlined and a copy of Dr. Robertson's current contract.

As always, please contact Mr. Sims on his cell should you have any questions or concerns.

Thank yo u.

Sincerely, Laurie Costanza

Laurie Costanzo Legal Secrf:1ory Trevin Sims. Motii·\ew Hicks ond Ryan Tung T: 2!3.929. 1066 I F: 213.929. 1077 5l s s. i'igueroo St. Suiie ? 50 Los Angeles, CA 90071

J.Q.G;Q,D.QLTlJL~tL~Q.m

Lozano Smith A t

CONl-1DENHALJTY NOT!C!:: Thir. r,.lect~C~nic rwi! tran5missk>n m~y contain pr.vii~""'d amlior c.on~d"r.tia! inform~Hon on!y iar use b}' t he mtendect recipients. Unless you aro2 the addr.ess:?e {or ar..ithcri?.ed to re~cfve mes.sa~s fnr thE ai:i1res.-:1ee), you raay not to~--se:, 0J?}', d:scJose, o:- distribute t1ls rnessdgc (Dt' any inlorm~t•on contained in or ilttacllcd to •l ) to ;;mvone. You •nay he sull_ioo h~ Clvi\ actjc,1 <mdiO< crimcni<f p~rw!!:i·\CS fo, vtolation of this rertnc:mn. Jf !")(! r<~(EivuJ t!i1;; trart;;mi.s,Jon it1 error, pi~i!SC notify the sera)er t;y t~ply e-ma1i or by tcl~phww <;t (8()0) "'145·9'130 an(! ile!crP. H~ rra11s.<nission. "fhani< \'OU.

0010

0011


EMWLOYMENTAGREEMENT BETWEEN THE

BOARD OF EDUCATION OF THE POWAY UNIFIED SCHOOL DISTRICT

AND MARIAN KIM-PHELPS, Ed.D., SUPERINTENDENT

This Agreement is entered into between the Board of Education ("Board") of the Poway Unified School District ("District") and Marian Kim-Phelps, Ed.D ("Superintendent").

1. TERM

The Board hereby employs Marian Kim-Phelps, Ed.D., as the Superintendent of the Poway Unified School District for a term commencing on April I, 2017, and ending the effective date of June 30, 2020, or until this Agreement is otherwise terminated by the terms of the Agreement.

Should the Superintendent receive a satisfactory evaluation pursuant to this Agreement, the Board may extend the term of the Agreement for an additional year, so long as the term of the Agreement does not at any time exceed three years. An amendment for the extension of the term of this Agreement shall be approved at a regularly scheduled Board Meeting.

2. COMWENSA TION

{SOI28611)

A. Base Salary

The Superintendent's initial annual base salary shall be TWO-HUNDRED AND EIGHTY-SEVEN THOUSAND AND FIVE HUNDRED DOLLARS ($287,500) as specified on the salary schedule attached hereto as Exhibit A. The salary will be payable in twelve equal installments on the last working day of each calendar month, and prorated for any partial month's service. The annual base salary shall be increased pursuant to the terms of this Agreement or otherwise by action of the Board. Such an increase would not constitute a new agreement, nor extend the term of this Agreement.

The Superintendent shall have the option of designating a portion of her salary, within applicable legal limitations, to be placed into a deferred compensation plan which complies with all requirements of the Internal Revenue Code and all other applicable laws and regulations.

B. Base Salary Increases

During each year of this Agreement, the Superintendent's annual base salary shall be in accordance with the attached salary schedule and not any negotiated salary increase for any other group of employees. Any and all adjustments pursuant to the attached schedule shall be contingent upon an annual evaluation which indicates overall satisfactory performance. The determination of an overall rating of satisfactory is within the sole and absolute discretion of the Board.

C. Longevity Incentive

Superintendent shall receive longevity step increases as follows: (i) 2.5% increase at the conclusion of ten (I 0) years of service in Poway Unified School District; (ii) 2.5% increase at the conclusion of fifteen ( 15) years of service in Poway Unified School District; (iii) 2.5% increase at the conclusion of twenty (20) years of service in Poway Unified School District; and (iv) 2.5% increase at the conclusion of twenty-five (25) years of service in Poway Unified School District. The increase at each step shall not be calculated on a compounding basis.

0012


D. Doctoral Stipend

The Superintendent shall receive the same doctoral stipend as other District management personnel.

3. DUTIES AND RESPONSIBILITIES

The Superintendent shall be governed by and shall perform all duties and responsibilities as set forth in the California Education Code, as well as all rules and regulations of the State Board of Education and rules, regulations, policies, and directives of the Board. This includes acting as the Chief Executive Officer of the District. The Superintendent shall comply with all Board directives, state and federal law, as well as District policy and District rules and regulations as they currently exist, or may hereafter be adopted or amended.

4. ORGANIZATION

The Superintendent shall organize District management and support staff to best serve the needs of the District. The Superintendent is responsible for recommending qualified candidates for selection, placement and transfer, to be approved by Board vote. The Superintendent shall submit an alternative recommendation should Board approval not be given.

5. BOARD-SUPERINTENDENT RELATIONS

The Board and the Superintendent agree to work together in a spirit of cooperation and teamwork to further the District's mission. The Board and the Superintendent agree to perform their duties and responsibilities in a legal and ethical manner, including acting in a manner consistent with fiduciary duties and responsibilities of the position. The Board members shall, in their positions, formulate and adopt the policies of the District. It shall be the Superintendent's responsibility to administer the policies of the District, including responsibility for the study and recommendation of policies, and the handling of criticism, complaint, and suggestions brought to the Board.

6. EVALUATION

The Board shall formally evaluate and assess in writing the performance of the Superintendent at least once per year. The annual evaluation will be in writing and completed by July 31 of each year unless the Board and Superintendent agree upon another date. In addition to these evaluations, the Board and the Superintendent shall meet from time to time to discuss the Superintendent's performance. The Superintendent's evaluation shall be based upon the duties outlined in this Agreement, District Policies and Regulation, Board-adopted priorities, Goals and Objectives developed pursuant to Section 3 and prevailing law.

The Board shall evaluate and assess in writing the performance of the Superintendent at least once a year during the term of the Agreement. Said evaluation and assessment shall be reasonably related to the position description of the Superintendent and the goals and objectives of the District for the year of the evaluation. The evaluation format shall be reasonably objective and ·shall contain the following evaluation criteria: Board priority goals, Board relations, educational leadership, personnel relations, business and facilities services, community relations, personal qualities, administrative services.

The Board shall develop Goals and Objectives for the performance of the Superintendent. The Goals and Objectives shall be delivered to the Superintendent no later than one month following the evaluation of the preceding year. These Goals and Objectives shall be among the criteria by which the Superintendent is evaluated.

(SOI28611)2

0013


Lack of an evaluation shall not preclude the Superintendent from eligibility to salary increases as provided in this Agreement or have any effect on any other paragraph of this Agreement, unless otherwise specified.

In the event that the Board determines that the performance of the Superintendent is unsatisfactory in any respect, it shall describe in writing, in reasonable detail, specific instances of unsatisfactory performance. The evaluation shall include recommendation as to areas of improvement in all instances where the Board deems performance to be unsatisfactory. A copy of the written evaluation shall be delivered to the Superintendent. The Superintendent shall have the right to make a written reaction or response to the written evaluation. This response will become a permanent attachment to the written evaluation in the Superintendent's personnel file. Within thirty (30) days of the Board's delivery of the written evaluation to the Superintendent, the Board shall meet with the Superintendent to discuss the evaluation.

The Superintendent's evaluation and assessment of performance, including evaluation criteria and performance goals and objectives, shall be private and confidential and shall not be considered part of the Superintendent's Employment Agreement. All discussions regarding these matters shall be held in a closed session of the Board.

The evaluation procedures and requirements set forth in this Agreement, and any Board policy specifically governing the Superintendent's evaluation, shall be the exclusive means by which the Superintendent is evaluated and are intended to supersede any other provisions concerning evaluation that might exist in applicable law. Any failure on the part of the Board to meet the requirements or deadlines set forth in this paragraph shall not release the Superintendent from fully and faithfully performing the services required to be performed under this Agreement or constitute a default by District of its obligations under this Agreement.

7. OUTSIDE PROFESSIONAL ACTMTIES

The Superintendent may, to the extent permitted by law, serve as a consultant to other districts or educational agencies, lecture, engage in professional activities and speaking engagements, and engage in other activities which are of a short-term duration at the Superintendent's discretion. Any such activities which require the Superintendent to be absent from the District for more than three (3) consecutive full working days shall be reported in advance to the Board and shall be subject to Board approval. Any compensation received by the Superintendent for any outside professional activities shall belong to the Superintendent if they are completed on the Superintendent's vacation days or nonworkdays.

8. MEDICAL EXAMINATIONS

The Superintendent shall, at the Board's option, have an annual, comprehensive medical examination by a District-selected physician. The District shall pay any expense above that paid by the District insurance. A report on the physical condition of the Superintendent shall be shared with the Board President and shall be treated as confidential information by the Board.

9. WORKYEAR

The Superintendent shall be required to render twelve months of service to the District during each annual period covered by this Agreement, except that she shall be entitled to twenty-six (26) days of annual vacation with pay, exclusive of holidays defined in sections 37220 and 37221 of the California Education Code, and any additional local holidays granted by the Board to twelve-month management employees of the District. Unused vacation days will accrue on an annual basis as long as the Superintendent's accrued vacation does not exceed fifty-two (52) days. Should the

(SOJ286JJ}3

0014


Superintendent's accrued vacation time reach fifty-two (52) days, the Superintendent will cease to accrue further vacation days until the Superintendent's accrued vacation time falls below fifty-two (52) days. In the event of resignation, retirement, tennination or other separation of employment from the District, the Superintendent shall be entitled to compensation for all unused accrued vacation, not to exceed fifty-two (52) days, at her then current daily rate of compensation or portion thereof. Except as expressly provided herein, the Superintendent shall not be entitled to compensation for unused accrued vacation time.

10. LEAVES

Except as otherwise provided in this Agreement, the Superintendent shall be provided with one (I) day per month sick leave absence, credited in advance for her current year's sick leave entitlement upon initial employment with the District. Earned sick leave may be accrued and accumulated as provided by the Education Code and Board rules and regulations.

11. REIMBURSEMENT FOR EXPENSES

The Superintendent shall receive the following reimbursements:

All actual and necessary expenses incurred in the perfonnance of her duties, including membership dues in the Association of California School Administrators, the American Association of School Administrators, one other of her choosing, and one community service club. Membership dues shall be paid directly by the District to the organizations. For reimbursement, the Superintendent shall submit an expense claim to the Board in writing for the Superintendent's reimbursable expenses for the prior month. The Superintendent's expense claim shall be supported by appropriate written documentation verifYing the contents of the report prior to the Board's authorization of reimbursement.

12. HEALTH AND WELFARE BENEFITS

The Superintendent shall receive any health and welfare plan offered to other District certificated management employees for herself and her dependents. Upon Superintendent's retirement from the District, the District shall pay the full premium costs for the Superintendent to be covered under any health and welfare plan offered to other certificated management employees, until Superintendent is eligible for Medicare.

At such a time Superintendent is eligible for Medicare, she shall have the option to continue the District plan at her own cost.

The Board, at the sole expense of the District, shall obtain and maintain a tenn policy (without cash value), insuring the life of the Superintendent, including but not limited to accidental death, in the amount of Two Hundred and Fifty Thousand Dollars ($250,000) Dollars. Superintendent shall have the option to continue the plan upon her retirement, at her own cost, at the current District group rates.

13. OTHER EMPWYMENT

Should the Superintendent apply for and, or be interviewed for other employment, the Board shall be notified within seven days.

14. AMENDMENT OF AGREEMENT

This Agreement may be amended at any time by mutual written agreement of the parties.

CS0!2861I)4


15. TERMINATION OF AGREEMENT

A. Resignation

The Superintendem may n~sign and terminate this Agreement provided th:n she has given the Board written notice at k a:>t sixty (60) calendar days in advance of the e ffective date of 1crmination .. unless otherwist~ agreed by the Board.

B. Mutual Agreement

The District and the Sl!perintcndent may .. by mutual written agreement, terminate the Agreement at any time. ;~ny mutuai termination including a cash settlement shal l be subject to dH! provisions of Govemment Code section 53260, which restrict~ an) cash scttlcm<.:nt to no more than the lcss<:r of the then montl ly salary times twelve (I 2) months or the remr:ining term of rhc Agreement.

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0015


!;~ll':JJ.>.g.c_/~1.l::.J1£cis.i.nt1_.!Jl __ \:;J!I!.i.!Wh~~--ii'l_"'-··.llill.t£.!.'iilJ .. J'2f.!:.i}.~l .. 8m.J.Lr··e 9.r1\;.i.;_l iv<;:.JlP.Jlll .. ihs..~.iJ.li£ 1l.f1~'11!1iHfiLQy_!bdJoal'd,

D. Termination by Board- Without Cause

Tlu: BnanJ may, for any reason, without cause or a hearing. tcm1inatc this Agreement at any time. In consideration for the exercise ufthit right. !he District shall pay to Superin:endent a nmnth!y sum equal to tl1c difkrence between the Superintendent' s salary in effect d'Jring her last month of service and the amount earned after the effective date of termination for the remainder of this Agreement or twelve ( i 2) month>. ·which~::ver is less. Payments to Superintendent shall be made on a monthly basis unless the Board agrees otherwise.

For purposes of this Agreement, the term .. salary'' shall include only the Superintendent's regular month ly bas~:: salary and shall not include the value of any other i'orm of compensa1ion or h1.0nefit. or reimbursements reeeiv(.!d under this Agrc~.::ment. Payments nwde pursuant to this tem1ination without cause provision may be subject to arplicable payroll deductions and tre<lted as compt-nsation fur state and federal tax purposes. No paymcms made pursut nt to this early tt:nnination p!'i1V~sion shall constitute creditable service or creditable. compensation for retirement purposes. Pay1ncnts madt' pur:>uant to this termination without cau$c provision shal I b"' considered m; final settlement pay and shall not count for any retirement purposes: accordingly, nt) deductions shull he made for reti rement rmrposcs.

The parties agree that any damages to the Superintendent thm may result from the Board's early lermination or this Agreement cannot be readii.Y ascertained. Accordingly. the parties agree that the pilymcnts made pursuant to thb lt.'rmination without cause provision constitute reasonable liquidated damages f(lr the Supcrintendem. fully compensate the Superintendent lor all tort, contract anc ~)thcr damages of any nature whatsoever. whether in law or equity. and do not rc-;;ult in a pcnairy. The partit:s agn.:e that the Districfs completion of its obi igations under this provision con~titutes tl1e Superimcndcnfs sole remedy to the fullest extent provided by law. Finally, the parties agree that this provision meets the requirements governing maximum cnsh \icltkm~:nts as set fl>rlh in G(>vernment Code sections 53260. e-t seq.

E. Non-Renewal of Agreement

Pursuam to the Education Code. section 3503 l , thl~ Board may elect not to rer1cw this Agreement. and/or not to rc~·mploy the Superintendent upon the expiration of this Agrcernen1 pursuant to Education Code Section 3 503 I.

F. Death or Disabilit)·

Death of' lhe SupGrintend..:m shall inunedialely tt::rmirmte th is Agreetm:nt. ln such event. all salary und other monetary amounts due to the Superintendent up to rhe time of deat:l, if any, shall be paid to the Superintendent's estate unless oth.::rwisc declared in writing by tbe Superimendent or direckd by the executor of her estate.

If. as a result of a physical or mental disability, the Super[ntendcnt is unable to perfonn the ess~;:ntia l functions of her pos ition, with or witlwut reasonable accommodahm. this Agreement tnily, at the Board' s elt::ction. 0.: t:crminatcd in acct,rdance with applicable Jaw.

0016

0017


16. GOVERNING LAW

This Agreement is subject to all applicable laws of the State of California and the lawful rules and regulations of the Board, as well as the regulations of the California State Board of Education. All such laws are hereby made a part of the terms and conditions of this Agreement.

17. SAVINGS

If, during the time it is in effect, any specific provision or clause of this Agreement is declared illegal or void under federal, state, or local law or regulation, the remainder of the Agreement not affected by such ruling shall remain in full force and effect.

18. CREDITABLE COMPENSATION/TAXES

Notwithstanding any other provision of this Agreement, the District shall not be liable for any state, federal, or employment tax consequences or retirement consequences as a result of this Agreement. Superintendent shall assume sole liability for all state, federal or employment tax consequences and retirement consequences and shall defend, indemnify and defend the District from all such consequences.

19 WAIVER

Any waiver of any breach of any term or provision of this Agreement shall be in writing and shall not be construed to be a waiver of any other breach of this Agreement.

20. COMPLETE AGREEMENT

This Agreement constitutes and contains the entire agreement and understanding between the parties concerning the Superintendent's employment with the District. This instrument supersedes and replaces the existing employment agreement and all prior negotiations and all agreements proposed or otherwise, whether written or oral.

21. CONSTRUCTION

Each party has cooperated in the drafting and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against any party on the basis that the party was the drafter. The captions of this Agreement are not part of the provisions of this Agreement and shall have no force or effect.

22. INDEPENDENT REPRESENTATION

The Superintendent and the Board each recognize that in entering into this Agreement, the parties have relied upon the advice of their own attorneys or other representatives, and that the terms of this Agreement have been completely read and explained to them by their attorneys or representatives, and that those terms are fully understood and voluntarily accepted.

23. PROVISIONS REQUIRED BY GOVERNMENT CODE SECTIONS 53243, 53243.1. 53243.2. 53243.3 AND 53243.4

To the extent applicable to school districts, this Agreement is subject to the proviSions of Government Code Sections 53243-53243.4 which requires reimbursement under the circumstances stated therein, as listed below.

0018


53243. On or after January 1, 2012, any contract executed or renewed between a local agency and an officer or employee of a local agency that provides paid leave salary offered by the local agency to the officer or employee pending an investigation shall require that any salary provided for that purpose be fully reimbursed if the officer or employee is convicted of a crime involving an abuse of his or her office or position.

53243.1. On or after January I, 2012, any contract executed or renewed between a local agency and an officer or employee of a local agency that provides funds for the legal criminal defense of an officer or employee shall require that any funds provided for that purpose be fully reimbursed to the local agency if the officer or employee is convicted of a crime involving an abuse of his or her office or position.

53243.2. On or after January 1, 2012, any contract of employment between an employee and a local agency employer shall include a provision which provides that, regardless of the term of the contract, if the contract is terminated, any cash settlement related to the termination that an employee may receive from the local agency shall be fully reimbursed to the local agency if the employee is convicted of a crime involving an abuse of his or her office or position.

53243.3. On or after January 1, 2012, if a local agency provides, in the absence of a contractual obligation, for any of the payments described in this article, then the employee or officer receiving any payments provided for those purposes shall fully reimburse the local agency that provided those payments in the event that the employee or officer is convicted of a crime involving the abuse of his or her office or position.

53243.4. For purposes of this article, "abuse of office or position" means either of the following:

{a) An abuse of public authority, including but not limited to, waste, fraud, and violation of the law under color of authority.

{b) A crime against public justice, including, but not limited to, a crime described in Title 5 {commencing with Section 67), Title 6 {commencing with Section 85), or Title 7 {commencing with Section 92) of Part 1 of the Penal Code.

The intent of this Section is to satisfy the requirements in Government Code Sections 53243, 53243.1, 53243.2, 53243.3 and 53243.4, and this Agreement shall be interpreted consistent with these statutes.

24. PUBLIC RECORD

The parties recognize that, once final, this Agreement is a public record and must be made available to the public upon request.

IN WITNESS WHEREOF, the parties have entered into this Agreement on the date hereinafter set forth. BOARD OF EDUCATION OF THE POWAY UNIFIED SCHOOL DISTRICT.

By: Date:

By: Date:

{80128611}8

0019


By: Date:

By: Date:

(SOJ28611}9

0020


Acceptance

I hereby accept this Agreement for Employment and agree to comply fully with each and every condition thereof, and to fulfill faithfully all of the duties of employment as Superintendent of Poway Unified School District.

Dated:------------- By: --------------Marian Kim-Phelps, Ed.D.

This Agreement was approved in open session by the Board of Education of the Poway Unified School District at a meeting duly scheduled and held on 2017, at San Diego County, California.

Attest: _____________ _

Clerk of the Board

{SOI28611}10

0021


EXHIBIT A SUPERINTENDENT SALARY SCHEDULE

Year

2017-2018 2018-2019 20!9-2020

Base Salary

$287,500.00 $296,125.00 $305,009.00

{S0128611} !I

0022


.. EMPLOXMENTAGR§E~

Between the POWAY UNIFIED SCHOOL DISTRICI' 8Dd

ASSOCIATE SUPERINTENDENT MEL ROBERTSON

Whereas Education Code Section 35031 provides for the election of Associate Superintendents;

Whereas Poway Unified School District's Board of Education ("Board") bas elected to employ Mel Robertson as the Associate Superintendent of Learning Support Services;

Whereas Mel Robertson desires to accept employment as the Associate Superintendent of Learning Support Services for a period of two (2) years;

In consideration of the foregoing and of the terms and conditions set forth herein, and for other good and valuable consideration, the District and Associate Superintendent agree as follows:

This agreement is entered into as of this s~~> day of April 2016, between the Board of Education of the Poway Unified School District and Mel Robertson, as Aasoc:iate Superintendent of Learning Support Services of the Poway Unified School District (hereinafter the "Aasociate Superintendent").

1. TERM OF AGREEMENT

The Board hereby employs the Associate Superintendent for a period of two (2) years, beginning on July 1, 2016, and terminating on June 30,2018.

2. SALA&Y AND BENEFITS

The Associate Superintendent's base salary shall be One Hundred Seventy-Five Thousand, Four Hundred and Four Dollus ($175,404) per school year, payable in equal monthly payments commencing with July 2016.

During the term of this agreement, Associate Superintendent shall be entitled the longevity step increases and doctoral stipends applicable to non-represented certificated twelve-month managm as an incident to their employment relationship with the Board. Aasoc:iate Superintendent will receive other benefits applicable to non-represented certificated twelve-month managers, excluding salary increases

The step increases shall be: 2.5% increase at the conclusion of ten (1 0) years of service 2.5% increase at the conclusion of fifteen (IS) years of service 2.5% increase at the conclusion of twenty (20) years of service 2.5% increase at the conclusion of twenty-five (2S) years of service

All amounts provided for in this Section shall be considered part of the total STRS creditable compensation.

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0023


Subject to a satisfilctory evaluation of the Associate Superintendent's job performance_by the Superintendent per Section 5 of this agreement, the Board shall consider, among other options, an annual salary increase for the Associate Superintendent.

3. VACATION. HEALTH AND WELFARE BENEFITS

a. The Associate Superintendent shall be required to render twelve (12) months of fUll and regular service to the District during esch annual period covered by this agreement, except that she shall be entitled to twenty-six (26) working days of annual vacation with pay, exclusive of holidays as defined in Sectioas 3 7220 and 37221 of the Education Code. In the event of resignation, retirement, tennination or expiration of this agreement, the Associate Superintendent shall be entitled to compeasation for all unused accrued vacation up to a maximum of fifty-two (52) days at the salary rate in effect during the school year in which the vacation credit was earned.

b. The Associate Superintendent shall accrue sick leave at the rate of twelve (12) days per contract year.

c. The Associate Superintendent shall receive any health and welfare plan offered to other District certificated management employees, to be paid by the District. Upon Associate Superintendent's retirement fi:om the District, the District shall pay the full premiwn costs for the Associate Superintendent to be covered under any health and welfare plan offered to other certificated management employees, until Associate Superintendent is eligible for Medicare. At such time as Associate Superintendent is eligible for Medicare, she shall have the option to continue the District plan at her own cosl

d. The Associate Superintendent shall be allowed to purchase, at her own expense, health, dental, vision and/or life insurance as offered to management personnel.

e. The Board, at the sole expense of the District, shall obtain and maintain a term policy (without cash value), insuring the life of the Associate Superintendent, including but not limited to accidental death, in the amount of Two Hundred Thousand Dollars ($200,000). During her employment, additional life insurance may be pmchased by the Associate Superintendent at her own expense. Associate Superintendent shall have the option to continue the Districtspaid plan upon her retirement, at her own cost, including any previously purchased additional life insurance.

4. DUTIES

a. The Associate Superintendent shall perform the duties of Associate Superintendent as prescribed by Board Policy and Administrative Procedures and as assigned by the Superintendent. These duties include, but are not limited to, those that may be granted to or imposed by law upon the position, those that may be assigned to the position by the Board, or those that may be assigned to the position by the Superintendent, and those that may be further described in the Board's policies and procedures

lof7

0024


b. The Associate Superintendent may be usigned additional duties, have duties removed, or be transferred to another position with different duties, by the Superintendent for the remainder of the contract term. Should such a transfer occur, the salary provisions of this contract shall continue to apply. This provision shall not be intelpreted to amend any of the provisions of Section 7- Termination of Agreement.

c. All duties shall be performed under the supervision and direction of the Superintendent.

d. Associate Superintendent shall provide two hundred and forty-four (244) days of service to the District for esch annual period, or portion thereat; covered by this agreement.

e. Associate Superintendent shall devote full time and efforts to the business of the Poway Unified School District, and shsll be available for all events, incidents, and tasks needing the position's attention. Associate Superintendent may undertake outside professional activities, with written approval from the Superintendent, as long as they do not interfere with the ability to perform the position's required duties or conflict with existing law.

£ Associate Superintendent shall obtain and maintain all licenses, credentials, certificates, permits and approvals of any nacure that are legally required to fulfill the obligations of the Associate Superintendent of Learning Support Services.

S. EVALUATION

The Superintendent shall evaluate and assess in writing the performance of the Associate Superintendent at lesst once a year during the term of this contract. This evaluation and assessment shall be reasonably related to the position description of Associate Superintendent, mutually agreed upon goals and objectives, applicable Board Policies and Administrative Procedures, and California Law. The Board may provide input for the Superintendent prior to the final evaluation. In the event that the Superintendent determines that the performance of the Associate Superintendent is unsatis&ctory in any respect, Superintendent shall describe in writing, in reasonable detail, specific instances of unsatis&ctory performance. The evaluation shall include recommendations as to areas of improvement in all instances where the Superintendent deems performance to be unsatisfilctory. A copy of the written evaluation shall be delivered to the Associate Superintendent. The Associate Superintendent shall have the right to make a written reaction or response to the evaluation. This response shall become a permanent attacbment to the Associate Superintendent's personnel file. The written evaluation and any response shall be made available to the Board upon request for the purpose of determining annual salary increases or other options per Section 2.

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0025


•. 6. EX,PENSE§

The Associate Superintendent shall be reimbursed for all actual and necessary expenses iiiCIIITed and paid by the Associate Superintendent in the conduct ofher duties on behalf of the District consistent with Board Policies and Administrative Procedures.


a. Mutual Termination The District and the Associate Superintendent, may, by written mutual agreement, terminate the agreement at any time. Any mutual agreement of the parties is subject to the restrictions set forth in Government Code sections 53260 and 53261,

b. Termination by Board- For Cause

This Ai!reement and the services of the Associate Superintendent may be terminated by the Board at any time for material breach of this Agreement, when the Associate Superintendent has neglected to adequately perform her duties under the Agreement, or for any of the grounds enumerated under Education Code Section 44932. The Board shall not terminate this Agreement under this section until a written statement of the grounds for termination has first been served upon the Associate Superintendent The Associate Superintendent shall thereafter be entitled to a conference with the Board at which time the Associate Superintendent shall be given an opportunity to respond to the grounds for termination. The Associate Superintendent may be represented by counsel at the conference with the Board at her own expense. Any decision to terminate for a material bresch shall be effective upon the date determined by the Board.

c. Termination by Board- Without Cause

The Board unilaterally and without cause may terminate this Agreement and the Associate Superintendent's employment In consideration of the Board's right to terminate this Agreement without cause, the Board shall pay the Associate Superintendent's then current salary, for the remainder of the Agreement, but not to exceed a period of six (6) months, whichever occurs first, consistent with the requirements of Government Code 53260 and 53261

Upon termination of this agreement without cause, the Associate Superintendent shall continue to receive the health and welfire benefits in Section 3 of this agreement for the remainder of the Agreement, but not to exceed a period of six (6) months, or until the Associate Superintendent finds other employment, whichever occurs first, consistent with the requirements of Government Codes 53260 and 53261.

d. Non·Renewal of the Agreement

Pursuant to Education Code Section 35031, the Board may elect not to renew this Agreement, and/or not to reemploy the Associate Superintendent upon the expiration of this Agreement Notice shall be given in accordance with the law, at least 45 days prior to the expiration of the agreement

4of7

0026


8. SAVINGS gAUSE

If any provisioos of this Agreemeot are held to be contrary to law by final legislative act or a court of competent jurisdiction inclusive of appeals, if any, such provisions will not be deemed valid and substituting except to the extent permitted by law, but all other provisions will continue in full force and etTect.

9. COMPLETE AGREEMENT

This agreement is the full and complete agreement between the parties hereto. Any amendment, modifications, or variations fi:om the terms of this Agreement sball be in writing and shall be effective only upon approval of such amendment, modification, or variation by the Board and the Associate Superintendent

10. GOVERNING LAW

This Agreement is subject to all applicable laws of the State of California and the lawful rules and procedures of the Board, as well as the regulations of the California State Board of Education. All such laws are hereby made a part of the tmms and conditions of this Agreement.

II. PR,OVISIONS REOUIRED BY GOYERNMENT CODE SECTIONS 53243, 53243.1. 53243.2. 53243.3 AND 53243.4

To the extent applicable to school districts, this Agreement is subject to the provisions of Government Code Sections 53243-53243.4 which requires reimbursement under the circumstances stated therein, as listed below.

53243. On or after January 1, 2012, any contract executed or renewed between a local agency and an officer or employee of a local agency that provides paid leave salary offered by the local agency to the officer or employee pending an investigation shall require that any salary provided for that purpose be fully nrimbUISed if the officer or employee is convicted of a crime involving an abuse of his or her office or position.

53243.1. On or after January I, 2012, any contract executed or renewed between a local agency and an officer or employee of a local agency that provides funds for the legal criminal defense of an officer or employee shall require that any funds provided for that puzpose be fully reimbursed to the local agency if the officer or employee is convicted of a crime involving an abuse ofhis or her office or position.

53243.2. On or after January 1, 2012, any contract of employmeot between an employee and a local agency employer shall include a provision which provides that, regardless of the term of the contract, if the contract is terminated, any cash settlemeot related to the tennination that an employee may receive fi:om the local agency shall be fully reimbursed to the local agency if the employee is convicted of a crime involving an abuse of his or her office or position.

53243.3. On or after January 1, 2012, if a local agency provides, in the absence of a contractual obligation, for any of the payments descnoed in this article, then the employee or officer receiving any payments provided for those puzposes shall fully

Sof7


reimburse the local agency that provided those payments in the event that the employee or officer is convicted of a crime involving the abuse of his or her office or position.

53243.4. For purposes of this article, "abuse of office or position" means either of the following: ·

(a) i\n abuse of public authority, including, but not limited to, waste, fraud, and violation of the law under color of authority.

(b) A crime against public justice, including, but not limited to, a crime desctibed in Title 5 (commencing with Section 67), Title 6 (commencing with Section 85), or Title 7 (commencing wiLl) Section 92) ofPart l of the Penal Code.

The intent of this Section is to satisfY the requirements in Government Code Sections 53243, 53243.1, 53243.2, 53243.3, 53243.4, and this Agreement shall be interpreted consistent with these statutes.

In witness whereof, the parties hove duly approved and executed this Agreement on the date and year written below.

Charles Sellers Date: A· ._..A/\- ··;A, C· \(~

Date: j f

6~·--·..:

t~~.:-~.·~if_ ~{·i.~.A~1 -.. ~~ .::., .. J.~··:t>r:~~$·;· Kimberly Beatty . Dt ·· /~'' " a .e: 8-t J.. ~-t l 1 h

.. ~·""j'"·· '-·'

r hereby accept this offer of employment and agree to comply with each and every condition herein, and to perform faithfully all the duties of employment of Associate Superintendent of L~ing Supp~pt"S·yr·rices of the Poway Unified School District.

' ""' l J

j /j' (i / ,.4 ' • / ' /) ' J c{ / i f ---1 ,,f : J '-... ,, , : .r-~· / .. !I I. 'I ' I;' { . fl 1/ lAY 1\J.iY\.AA / .--i

ill. Me1 Rbbehsoii, Associate Superintendent \J I J .

I

Date:

5of7

0027

0028


51212017

RE: Updated Draft Zane, Thomas Sent:Wednesday, February 15, 2017 10:42 PM

RE: Updated Draft

To: Trevin Sims [[email protected]]; [email protected]

Looks great, thank you!

T.J. Zane Trustee


From: Trevin Sims [[email protected]] Sent: Wednesday, February 15, 2017 10:33 PM To: '[email protected]' Cc: zane, Thomas Subject: Updated Draft

Marian,

Thank you for your comments on the draft my assistant sent this afternoon. I have accepted the changes in that draft to lSC without alteration, since you had no change to it. I have made the changes we discussed to sections 13 and 22, as well as re-inserting the effective dates you had included in the salary schedule. The only change I made to the effective dates was for the first year to reflect your actual anticipated start date.


Trevin

https://email.powayusd.com/owa/[email protected]=ltem&t=IPM.Note&id=RgAAAADxHzaH20ENSYQcP1aM01EIBwBL.oEdHTrWUS7... 111


BD MEMBER(S) TO

BD MEMBER(S)

REGARD SUPT. SEARCH OR MKP

0029



51212017

RE: Interview Committee Beatty, Kimberley Sent:Thursday, January OS, 2017 5:14PM To: Zane, Thomas; Apostle, Tony; Azimzadeh, Kamrar

RE: ln!erview Canmlttee

Cc: Oconnor-Riltdlff, Michelle; P3tel, Oarshana; Seller.;, Charles

TJ and I may be saying virtually the same thing,

From: Zane, Thomas Sent: Thursday, January 5, 2017 5:12 PM

To: Apostle, Tony <[email protected]>; Azimzadeh, Kamran <[email protected]> Cc: Beatty, Kimberley <[email protected]>; Oconnor-Ratcliff, Michelle <[email protected]>; Patel, Darshana <[email protected]>; Sellers, Charles <[email protected]> Subject: RE: Interview Committee

Let's keep it simple: let's allow committee to vet all vendors and present to full board for entire board to pick/vote on one at a board meeting as a regular agendized item. In this way, the committee also is not subject to any biases any one, two, or three board members may bring to the vetting process.

Sent from my Vcrizon 4G LTE smanphone

-·--- Original message ··--··-From: "Apostle, Tony" <[email protected]> Date: 1/5117 4:42PM (GMT-·08:00) To: "Azitll7.adeh, Kamran" <[email protected]> Cc: "Beatty, Kimberley" <[email protected]>, "Oconnor-Ratcliff, Michelle" <[email protected]>, "Patel, Darsbana" <[email protected]>, "Sellers, Charles" <[email protected]>, "Zane, Thomas" <[email protected]> Subject Interview Conunittee

Kamran,

Given tt1at all3 board members want to weigh in on the selection process. Could the following be applicable? To honor the Brown Act: Is it possible to have two presentations whereby 2 board members attend one interview session and the one board member attends the second interview? Or we draw 2 names from a cup holding 3 names. Just thinking of options ... Board members· your thoughts? Tony

Dr. Tony Apostle Interim Superintendent Poway Unified School District

https:lfemall.pcM!ayusd.comlowa'[email protected]=ltem&t=IPM.Note&itt=RgAAAAOxHzaH20ENSYOcP1aM01EfBwBLoEdHTrWUS7. .. 111 0030


512/2017

RE: Interview Committee Zane/ Thomas Sent:Thursday, January 05, 2017 5:29 PM To: Beatty, Klmbertey; Apostle, Tony; Azlmzadeh, Kamran

RE: Interview Committee

ec: oconnor-Ratdiff, Michelle; Patel, Darshana; sellers, Charles

Pretty close ... only difference may be I'm not suguesting we conduct interviews of the vendors. Rather, the committee would collect and prepare info regarding each vendor, maybe make a recommendation or two, and submit "packet" of materials to board for the board to digest and vote on which vendor to go with.

S1.-'11t from my Vcrizon 4G LTE smartphonc

------- Original message ------From: "Beatty, Kimberley" <[email protected]> Date: 1/5/17 5:14PM (GMT-08:00) To: "Zane, Thomas" <[email protected]>, "Apostle, Tony" <[email protected]>, "Azimzadeh, Kamran" <kazimz:[email protected]> Cc: "Oconnor-Ratcliff, Michelle" <[email protected]>, "Patel, Darshana" <[email protected]>, "Sellers, Charles" <[email protected]> Subject: RE: Interview Committee

TJ and I may be saying virtually the same thing.

From: Zane, Thomas Sent: Thursday, January 5, 2017 5:12PM To: Apostle, Tony<[email protected]>; Azimzadeh, Kamran <[email protected]> Cc: Beatty, Kimberley <:[email protected]>; Oconnor-Ratcliff, Michelle <[email protected]>; Patel, Darshana <[email protected]>; Sellers, Charles <[email protected]> Subject: RE: Interview Committee

Let's keep it simple: let's allow committee to vet all vendors and present to full board for entire board to pick/vote on one at a board meeting as a regular agendized item. In this way, the committee also is not subject to any biases any one, two, or three board menbers may bring to the vetting process.

Sent from my Veriz:on 40 LTE smartphone

--~~--- Original message -----From: "Apostle, Tony" <[email protected]> Date: 1/5/17 4:42 PM (GMT-08:00) To: "Azimzadeh, Kamran" <[email protected]> Cc: "Beatty, Kimberley" <[email protected]>, "Oconnor-Ratcliff, Michelle" <[email protected]>, "Patel, Darshana" <[email protected]>, "Sellers, Charles" <[email protected]>, "Zane, Thomas" <[email protected]> Subject: Interview Committee

hltps:Jiema'JI.powayusdccm/ow&'discoverymailbax1@powayusdcomnae=llem&t=IF'M.Note&ld=RgAAAAOxHzaH20ENSYQcF'1aM01EfBwBLoEdHTrWUS7... 112 0031

0032


51212017 RE: Interview Committee

Kamran, Given that all 3 board members want to weigh in on the selection process. Could the following be applicable? To honor the Brown Act: Is it possible to have two presentations whereby 2 board members attend one interview session and the one board member attends the second interview? Or we draw 2 names from a cup holding 3 names. Just thinking of options ... Board members- your thoughts? Tony


https:J/email.powayusd.com/owa/discoverymallbo><[email protected]=ltem&t=IPM.Nota&id=RgAAAA0xHzaH20ENSYQcP1aM01EfBwBLoEdHTrWUS7... m

0033


51212017

candidate interview questions Oconnor-Ratcliff, Michelle Sent:Saturday, January 21, 2017 7:09 AM

candidate interview questions

To: Zane, Thomas; Patel, Darshana; Sellers1 Charles; Beatty, Kimberley

Just a reminder to send me the #s of your top 10 questions by end of day today. I will send them to Bob Mata, and he will prepare them for all of us in time for Monday morning. Thank you.

Michelle O'Connor-Ratcliff President, Board of Education Poway Unified School District

https:/lemail.powayusd.comlowa/[email protected]=llem&I=IPM.Nole&id=RgAAANJxHzaH2DENSYQcP1aM01EtBwBLoEdHTrWUS7... 111

0034


51212017

Re: candidate interview questions Patel, Darshana Sent:Saturday, January 21, 2017 4:55 PM To: Oconnor-Ratdiff, Michelle

2 3 6 7 8 13 15 18 23 25

Darshana Patel, Ph.D. PUSD Board of Education Trustee [email protected] @IAmDarshPatel FB: patel4pusd

From: Oconnor-Ratcliff, Michelle Sent: Saturday, January 21, 7:09AM Subject: candidate interview questions

Re: candidate interview questions

To: Zane, Thomas, Patel, Darshana, Sellers, Charles, Beatty, Kimberley

Just a reminder to send me the #s of your top 1 0 questions by end of day today. I will send them to Bob Mata, and he will prepare them for all of us in time for Monday morning. Thank you.

Michelle O'Connor-Ratcliff

President, Board of Education


https:l/ernail.powayusd.com/owa/[email protected]=ltem&t=IPM.Note&ict=RgAAAADxHzaH20ENSYQcP1aM01EIBwBl.cEdHTrWUS7... 1/1

0035


51212017

RE: candidate interview questions Zane, Thomas Sent:5aturday, January 21, 2017 5:43 PM To: Oconnor-Ratdlff, Michelle

4, 7, 8, 9, 12, 16, 17, 19, 23, 24

:)

T.J. Zane

Trustee


From: Oconnor-Ratcliff, Michelle Sent: Saturday, January 21, 2017 7:09 AM

RE: candidate interview questions

To: Zane, Thomas; Patel, Darshana; Sellers, Charles; Beatty, Kimberley Subject: candidate interview questions

Just a reminder tD send me the #s of your tnp 10 questions by end of day tnday. I will send them tD Bob Mata, and he will prepare them for all of us in time for Monday morning. Thank you.


https:llemall.powayusd.com/crwa/disco;[email protected] .. ltem&t=IPM.Note&ld=RgAA/WJxHzaH20ENSYQcP1aM01EIBwBLoEdHTrWUS7... 1/1

0036


5'212017

RE: candidate interview questions Beatty, Kimberley Sent:Saturday, January 21, 2017 10:20 PM To: Oconnor-Ratdiff, Michelle

Here are my question numbers:

2, 3, 5, 10, 12, 13, 14, 17, 18, 20

From: Oconnor-Ratcliff, Michelle Sent: Saturday, January 21, 2017 7:09AM


To: Zane, Thomas <[email protected]>; Patel, Darshana <[email protected]>; Sellers, Charles <[email protected]>; Beatty, Kimberley <[email protected]> Subject: candidate interview questions



https://email.powayusd.com/owa/[email protected]=ltem&t=IPM.Note&i<F=RgAAAADxHzaH20ENSYQcP1aM01EIBwBLoEdHTrWUS7... 1/1

0037


51212017

RE: candidate interview questions Oconnor-Ratcliff, Michelle Sent:Sunday, January 22, 2017 2:31 PM


To: Zane, Thomas; Patel, Darshana; Sellers, Charles; Beatty, Kimberley

Thank you for getting your question choices to me in a timely manner. With some editing to combine a few things, every question on the final list received at least 3 votes. Skip will bring copies of the final question selections for all Board members tomorrow morning. See you then!


From: Oconnor-Ratcliff, Michelle Sent: Saturday, January 21, 2017 7:09AM To: Zane, Thomas; Patel, Darshana; Sellers, Charles; Beatty, Kimberley Subject: candidate interview questions



https1/email.powayusd.com/rma/[email protected]=ltem&t=IPM.Note&i<FRgAAAADxHzaH20ENSYQcPiaMOIEIBwBL.oEdHTrWUS7... Ill


51212017

RE: Contract Preparations Beatty, Kimberley Sent:Wednesday, Jaooary 25, 2017 11:07 PM

RE: Contract Preparations

To: Skip Roland [[email protected]}; oconnor-Ratdlff, Michelle; zane, Thomas; Patel, Darshana; Sellers, Charles Cc: Bob Mata [[email protected]]

Hi Skip and Bob,

Thank you for providing our board with this information. I just wanted to provide a few points of clarification:

l. Our former superintendent's contract actually did have a "Me Too" clause. It was tied to Association of Poway School Managers {APSM), which traditionally enjoyed a "Me Too" with our certificated union (PFT). That contract is no longer in effect since the superintendent was terminated July 2016.

2. The contracts for Associate Superintendents Malliga Tholandi and Mel Robertson that you included are no longer in effect. Ms. Tholandi retired and Ms. Robertson's contract ended November 2016. Upon renewal of Associate Superintendent of Learning Mel Robertson's contract, the board removed the 11Me Too" clause that had been tied to APSM.

3. Superintendent Phelps' contract pertaining to the vacation accrual limits does not appear to make sense. (page 4, paragraph 6B, last sentence.) Otherwise, it is a nicely written contract.

Thank you,

~

From: Skip Roland (mailto:[email protected]] Sent: Wednesday, January 25, 2017 9:58PM To: Oconnor-Ratcliff, M ichelle <[email protected];.; Zane, Thomas <[email protected]>; Patel, Darshana <[email protected]>; Beatty, Kimberley <[email protected]>; Sellers, Charles <[email protected]> Cc: Bob Mata <[email protected]> Subject: Contract Preparations

Attached are three of the "current" Poway contracts and one of the candidate contracts (Phelps). -declined to share his contract until he is the sole finalist/candidate. We started a review of the current Poway contracts for alignment, but the differences may be best resolved to your satisfaction by your General/Legal Counsel. We would be happy to share our thoughts with them if it would help expedite the review/development process. We offer at this time only the comments noted below.

Skip and Bob

SALARY AND BENEFITS ...

• Base salary TBD. "Steps" and/or other compensation (outside oflongevity as noted below) should -be reviewed and approved by General Counsel.

https:l/emall.powayusd.con/owaldiscoverymailbox1@powayusd.~llem&t=IPM.Note&id=RgAAAADxHzaH20ENSYQcP1aM01EfBwBLoEciHTrWUS7... 112 0038

0039


512f2017 RE: Contract Preparations

• Suggest future alignment on increases by Board action on all contracts. • You need to understand how degree stipends and other factors may play into total salary based on Poway

guidelines. Phelps has WSD longevity, step 3 placement and doctoral stipend to get to $265,178. • Longevity step increases are built into all contracts the same way. You may need to keep this structure.

Check with General Counsel. • Looks like you took out the "me too" clause in the Supts contract. How do you want to handle alignment

with this clause in the Asso. Supt contracts? • Deferred comp alignment?

VACATION

• Look at Section 6(8) of Phelps contract to see some sample language on vacation day buy-out provisions.

MEMBERSHIPS

• This should be spelled out in the Supts contract, with clarity on the number of individual memberships (ACSA, AASA, ASCD, Service Clubs, ... ?)approved by the contract with others by Board approval at a later time (See Phelps section 9). This section may also include potential district memberships (NCERT, EdLeader 21, and other networks or consortiums?) implicitly approved by the contract that may promote a national presence for Poway while supporting professional growth and networking. Look for Legal Counsel guidance on this, as the District memberships will likely require separate Board action at a posted meeting.

MENTORING/COACHING

• The scope and cost of this service COULD be included in the contract at your pleasure and at the request of the successful finalist. Please check with your General Counsel on their thoughts on this.

https:l/email.pa.vayusd.com/owa/[email protected]?BB"Item&I=IPM.Note&id=RgAAMDxHzaH20ENSYQcP1aM01EIBwBLoEdHTrWUS7... 212


51212017

RE: Contract Preparations Sellers, Charles Sent:Thursclay, January 26, 2017 11:23 AM


To: Skip Roland [[email protected]]; Oconnor-Ratdiff, Michelle; Zane, Thomas; Patel, Darshana; Beatty, Kimberley Cc: Bo~ Mata [tencc53b@grnail .com}

All,

This is not Mel's current contract. We approved a new one for her last spring.

Charlie

Charles Sellers Governing Board Member Poway Unified School Disbict

From: Skip Roland [[email protected]] Sent: Wednesday, January 25, 2017 9:57PM To: Oconnor-Ratcliff, Michelle; Zane, Thomas; Patel, Darshana; Beatty, Kimberley; Sellers, Charles Cc: Bob Mata Subject: Contract Preparations

Attached are three of the "current" Poway contracts and one ofthe candidate contracts (Phelps). -declined to share his contract until he is the sole finalist/candidate. We started a review oftbe current Poway contracts for alignment, but the differences may be best resolved to your satisfaction by your GeneralfLegal Counsel. We would be happy to share our thoughts with them if it would help expedite the review/development process. We offer at this time only the comments noted below.

Skip and Bob

SALARY AND BENEFITS ...

• Base salary TBD. "Steps" and/or other compensation (outside oflongevity as noted below) should be reviewed and approved by General Counsel.

• Suggest future alignment on increases by Board action on all contracts. • You need to understand how degree stipends and other factors may play into total salary based on Poway

guidelines. Phelps has WSD longevity, step 3 placement and doctoral stipend to get to $265,178. • Longevity step increases are built into aJI contracts the same way. You may need to keep this structure.

Check with General Counsel. • Looks like you took out the "me too" clause in the Supts contract. How do you want to handle alignment

with this clause in the Asso. Supt contracts? • Deferred camp alignment?

VACATION

• Look at Section 6(B) of Phelps contract to see some sample language on vacation day buy-out provisions.

httpsi lemall.pc:7NayusdcomlcwaldiscoverymailboK1@powayusdcomnae=ltem&t• IPM .Note&i!F RgAAAADxHzaH20ENSYQcP1aM01E!BwBLoEdHT rWUS7... 112 0040

0041


51212017

MEMBERSHIPS


• This should be spelled out in the Supts contract, with clarity on the number of individual memberships (ACSA, AASA, ASCD, Service Clubs, ... ?) approved by the contract with others by Board approval at a later time (See Phelps section 9). This section may also include potential district memberships (NCERT, EdLeader 21, and other networks or consortiums?) implicitly approved by the contract that may promote a national presence for Poway while supporting professional growth and networking. Look for Legal Counsel guidance on this, as the District memberships will likely require separate Board action at a posted meeting.

MENTORING/COACHING

• The scope and cost ofthis service COULD be included in the contract at your pleasure and at the request of the successful finalist. Please check with your General Counsel on their thoughts on this.

https~/email.powayusd.com/owa/[email protected]=ltem&I=IPM.Note&id=RQAAAADxHzaH20ENSYQcP1aM01EIBwBL.cEdHTrWUS7... 212


Paik, Christine

From:

Sent: To:

Subject

Hi Tony,

Beatty. Kimberley Friday, January 27, 2017 8:34PM

Apostle, Tony; Oconnor-Ratcliff, Michelle; k\arshall, Amanda Zane, Thomas; Sellers,

Charles; PateL Darshana; McDowell, Tina; Beatty, Kimberley Revised Agenda

It defies logic why Michelle has just anointed herself Board negotiator, as listed on the revised agenda. Not only is this unlawful (see Brown Act highlights below). but it violates our "no surprises rule". At just prior to business closing, the district sent out a "revised" agenda with Michelle's add-on to make herself the board negotiator with the "superintendent candidate/f. This add-on must be removed.

As stated in the below Brown Act excerpt, the "body" may decide to appoint from its membership one or more members to act as negotiator(s). This has not taken place. Michelle does not get to appoint herself.

The purpose of the closed session is for the body to review its position and instruct its negotiator concerning the conduct of labor negotlations with current o r prospective employees. This is not the role of a board member, nor is Michelle qualified to perform these duties.

I respectfu lly respect that, in compliance with Government Code 54957.6, that this newly added agenda item be removed.

Thank you,

Kimberley Beatty Trustee, Poway Unified School District 858-335-48'78

Labor Negotiations Exception

The Act provide.<; 1(-.r dosed sessions lo enab_c 11 legislative body to meet with its negotiator concetning d iscussionfi with employee or g:anizations nnd unrepresencd emp]()}'eeS rcgardii1g salori.es .and fritlge be:ue11tS. ( ~ 54957 .61a'J. l However. prior to the closed session, the body must meet in open session and identify its negotiators. The purpose l)i

the dosed session i!l to pennit the body to · review its pt)sition and instruct its negotiator coricern1ng the >coricluctot labornegothitiot1s Withclll+ent <>.t' prospd::Lii.'e en1ployecs. During the dosed session, the legislative hody may approve an agrccmcm concluding labor negMiations with its represented employees. (Sec ~ .54957.l(a)(6).) However, clo~ed scs~i<:>ns with tlw negotiator muy not include fimll uctio.n on the proppsed compcnsatir>n of NlC c>r more 1.10rcpr,;;scntcd

employees.

0042

0043


The scope of the cioscd session held \vith the negotiator pursuant to s~ction 54957.6 is limited to issues concerning salaries, salary schcduks, and compensation paid in tl1e f(,rm of li·inge hcnellts. In addition, f(lr represented employees. the legi.slatl•"e body also may grant authority to its negotiator concciTJing an)' other tnattcr \Yithin the sltltutorilyprovided scope of representation. Clos-.:<.1 session discussions under the labor negotiations exception may include consideration of an agency"s available fUnds and flmding priorities. so long as such discussions relate to providing instructions tn the local agency's d-:signatcd negotiator. lt should be cmrhasit:ed that the labor negotilltions exception applies nnly UJ actual hona fide lal1or negnti3tions. and a closed :-;cssion tnay not be -:Dnductcd when.: u legislative boUy mcrdy ,,·ishcs t0 set the salary of an emJ?loyce.

The body may appoint from its membership one or more members constituting less than a qllorum, to act as its negotiator, with whom it may meet and confer in closed session under the provisions of section 54957.6. (57 Ops.Cal.Atty.Gcn. 209, 212 ( 1974 ). ) Hnwcvcr. if a body decides to conduct its meet-and-wnfer sessions itself without using a negotiator~ the legislative body n1ay not Incct in dosed session to revic\V and decide upon its bargaining position. (57 Ops.Cal.Atty.Gcn. 209. 212 (I 97 41. 1 In addition, the lcgislatiYc hody as a whole may meet in closed session with a state conciliator who has intervened in the negotiations.(§ 54957.6(a): see also, 51 Ops.Cal.Atty.Gcn. 201 ( 1968).)

2

0044


51212017

Revised Agenda Beatty, Kimberley Sent:Friday, January 27, 2017 8:33 PM

Revised Agenda

To: Apostle, Tony; Oconnor-Ratcliff, Michelle; Marshall, Amanda; Zane, Thomas; Sellers, Charles; Patel, Darshana; McDowell, Tina; Beatty, Komberley

Hi Tony,

It defies logic why Michelle has just anointed herself Board negotiator, as listed on the revised agenda. Not only is this unlawful (see Brown Act highlights below), but it violates our "no surprises rule". At just prior to business closing, the district sent out a "revised" agenda with Michelle's add-on to make herself the board negotiator with the "superintendent candidate". This add-on must be removed.

As stated in the below Brown Act excerpt, the "body" may decide to appoint from its membership one or more members to act as negotiator(s). This has not taken place. Michelle does not get to appoint herself.

The purpose of the closed session is for the body to review its position and instruct its negotiator concerning the conduct of labor negotiations with current or prospective employees. This is not the role of a board member, nor is Michelle qualified to perform these duties.

I respectfully respect that, in compliance with Government Code 54957.6, that this newly added agenda item be removed.

Thank you,

~

Kimberley Beatty Trustee, Poway Unified School District 858-335-4878

Labor Negotiations Exception

The Act provides for closed sessions to enable a legislative body to meet with its negotiator concerning discussions with employee organizations and unrepresented employees regarding salaries and fringe benefits. (§ 54957 .6(a).) However, prior to the closed session, the body must meet in open session and identify its negotiators. The purpose of the closed session is to permit the body to review its position and instruct its negotiator concerning the conduct of labor negotiations with current or prospective employees. During the closed session, the legislative body may approve an agreement concluding labor negotiations with its represented employees. (See § 54957.l(a)(6).) However, closed sessions with the negotiator may not include fmal action on the proposed compensation of one or more unrepresented employees.

The scope of the closed session held with the negotiator pursuant to section 54957.6 is limited to issues concerning salaries, salary schedules, and compensation paid in the form of fringe benefits. In addition, for represented employees, the legislative body also may grant authority to its negotiator concerning any other matter within the statutorily-provided scope of representation. Closed session discussions under the labor negotiations exception may include consideration of an agency's available funds and funding priorities, so long as such discussions relate to providing instructions to the local agency's designated negotiator. It should be emphasized that the labor negotiations exception applies only to actual bona fide labor negotiations, and a closed session may not be conducted where a legislative body merely wishes to set the salary of an employee.

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!>212017 Revised Agenda

The body may appoint from its membership one or more members constituting less than a quorum, to act as its negotiator, with whom it may meet and confer in closed session under the provisions of section 54957.6. (57 Ops.Cal.Atty.Gen. 209, 212 (1974).) However, if a body decides to conduct its meet-and-confer sessions itself without using a negotiator, the legislative body may not meet in closed session to review and decide upon its bargaining position. (57 Ops.Cal.Atty.Gen. 209,212 (1974).) In addition, the legislative body as a whole may meet in closed session with a state conciliator who has intervened in the negotiations.(§ 54957.6(a); see also, 51 Ops.Cal.Atty.Gen. 201 (1968).)

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51212017

RE: Revised Agenda Sellers, Charles Sent:Saturday, January 28, 2017 3:08 PM

RE: Revised Agenda

To: Beatty, Kimberley; Apostle, Tony; Oconnor-Ratcliff, Michelle; Marshall, Amanda; Zane, Thomas; Patel, Darshana; McOo'Nell, Tina Cc: [email protected]; [email protected]; [email protected]

Madam President,

I really don't know where to start.

You state that I "did not have any authority to assign legal work" to Maribel Medina. All I did was give our BOARD COUNSEL the contact information for our recruiters so they could have a conversation about next steps. You, on the other hand, already have "another attorney" working on this matter. Just who gave YOU the authority to assign any legal work to anyone. The Board has previously agreed to have Ms. Medina represent us with "legal services as required" (look it up). This is clearly such a case. We used her to negotiate John Collins' exit and we will use her to negotiate the new Superintendent's contract because that is what has been publicly agreed by formal Board action. The Board alone negotiates with the next Superintendent and she alone is the Board's attorney. We don't have any others. The district does but the Board does not and we don't need any.

Ms. Medina has represented us exceptionally well throughout the last year on all matters related to the Superintendency. Why would we even consider anyone else, much less someone you alone have chosen and the rest of us have probably never even met?

What possessed you to slap item number seven onto the closed session docket after all the agenda reviews had been completed? What makes you think you can unilaterally name yourself the Board's negotiator with the Superintendent Candidate? What you are doing is illegal on multiple counts and it will not stand. You are not a monarch, not here. I intend to see to it that you reimburse the district for all legal charges you have incurred under this guise of authority. I will not vote for, much less sign, any Superintendent contract which has not been legally blessed by Ms. Medina.

Respectfully as I can muster,

Charles Sellers Governing Board Member Poway Unified School District

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51212017

RE: Revised Agenda Beatty, Kimberley Sent:Saturday, January 28, 2017 6:23 PM

RE: Revised Agenda

To: Sellers, Charles; Apostle, Tony; Oconnor~Ratdiff, Michelle; Marshall, Amanda; Zane, Thomas; Patel., Darshana; McDo'Nell, Tina Cc: [email protected]; [email protected]; [email protected]; Beatty, Kimberley

1 wanted to let everyone know that Michelle Oconnor-Ratcliff's unlawful actions have been

reported to the District Attorney's office. The last time they were made aware of her similar

illegal actions, the DA called her for questioning and admonished her. Therefore, it is

confounding that she continues to choose these bad paths.

Sincerely,

~


From: Sellers, Charles Sent: Saturday, January 28, 2017 3:09 PM To: Beatty, Kimberley <[email protected]>; Apostle, Tony <[email protected]>; Oconnor-Ratcliff, Michelle <[email protected]>; Marshall, Amanda <[email protected]>; Zane, Thomas <[email protected]>; Patel, Darshana <[email protected]>; McDowell, Tina <[email protected]> Cc: [email protected]; [email protected]; [email protected] Subject: RE: Revised Agenda

Madam President,

I really don't know where to start.

You state that I "did not have any authority to assign legal work" to Maribel Medina. All I did was give our BOARD COUNSEL the contact information for our recruiters so they could have a conversation about next steps. You, on the other hand, already have "another attorney" working on this matter. Just who gave YOU the authority to assign any legal work to anyone. The Board has previously agreed to have Ms. Medina represent us with "legal services as required" (look it up). This is clearly such a case. We used her to negotiate John Collins' exit and we will use her to negotiate the new Superintendent's contract because that is what has been publicly agreed by formal Board action. The Board alone negotiates with the next Superintendent and she alone is the Board's attorney. We don't have any others. The district does but the Board does not and we don't need any.


What possessed you to slap item number seven onto the closed session docket after all the agenda reviews had been completed? What makes you think you can unilaterally name yourself the Board's

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512/2017 RE: Revised Agenda

negotiator with the Superintendent Candidate? What you are doing is illegal on multiple counts and it will not stand. You are not a monarch, not here. I intend to see to it that you reimburse the district for a Illegal charges you have incurred under this guise of authority. I will not vote for, much less sign, any Superintendent contract which has not been legally blessed by Ms. Medina.

Respectfully as I can muster,


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51212017

Draft Contract Sellers, Charles Sent:Tuesday, January 31, 2017 11:30 AM

Draft Contract

To: Bea~, Kimber1.ey; Apostle, T~ny; Oconnor~Ratcliff, Michelle; Marshall, Amanda; Zane, Thomas; Patel, Darshana; McDowell, Tina Cc: [email protected]; [email protected]; [email protected]; [email protected]

Madam President,

I renew the objections listed in my previous email. I also raise one additional point.

In December of 2015, we held an open competition for Board counsel. Mr. Sims was there with his former partner Mr. Silva to represent Lozano Smith. They received only half a vote, yours. The other four and a half votes, including your other half, went to Ms. Medina. Now, after more than a year of exemplary service from her, you have unilaterally (and illegally) assigned work for which she was specifically hired to a firm that the entire Board chose not to use. How do you even begin to justify this?

I certainly hope that Mr. Sims is willing to graciously waive his fees for work already performed. Otherwise, you may find yourself footing his bill.

Respectfully,


From: Sellers, Charles Sent: Saturday, January 28, 2017 3:08 PM To: Beatty, Kimberley; Apostle, Tony; Oconnor-Ratcliff, Michelle; Marshall, Amanda; Zane, Thomas; Patel, Darshana; McDowell, Tina Cc: maribel@mmedinalaw .com; [email protected]; [email protected] Subject: RE: Revised Agenda

Madam President,

You state that I "did not have any authority to assign legal work" to Maribel Medina. All I did was give our Board counsel the contact information for our recruiters so they could have a conversation about next steps. You, on the other hand, already have "another attorney" working on this matter. Who gave you the authority to assign any legal work to anyone? The Board has previously agreed to have Ms. Medina represent us with "legal services as required". This is clearly such a case. We used her to negotiate John Collins' exit and we will use her to negotiate the new Superintendent's contract because that is what has been publicly agreed by formal Board action. The Board alone negotiates with the next Superintendent and she alone is the Board's attorney. We don't have any others. The district does but the Board does not and we don't need any.

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51212017 Draft Contract


What possessed you to slap item number seven onto the closed session docket after all the agenda reviews had been completed? What makes you think you can unilaterally name yourself the Board's negotiator with the Superintendent Candidate? What you are doing is illegal on multiple counts and it will not stand. I intend to see to it that you reimburse the district for all legal charges you have incurred under this guise of authority. I will not vote for, much less sign, any Superintendent contract which has not been legally blessed by Ms. Medina.

Respectfully,


https1/email.powayusd.com/owa/[email protected]?ae=ltem&r-IPM.Note&id=RgAAAADxHzaH20ENSYQcP1aM01EIBwBL.oEdHTrWUS7... 212


Paik, Christine

From: Sellers, Charles Sent: Tuesday, January 31, 2017 11:31 AM To: Beatty, Kimberley; Apostle, Tony; Oconnor-Ratcliff, Michelle; Marshall, Amanda; Zane,

Thomas; Patel, Darshana; McDowell, nna cc:

Subject:

Madam President,

[email protected]; [email protected]; [email protected]; [email protected] Draft Contract

I renew the objections listed in my previous email. I also raise one additional point.

In December of 2015, we held an open competition for Board counsel. Mr. Sims was there with his former partner Mr. Silva to represent Lozano Smith. They received only half a vote, yours. The other four and a half votes, including your other half, went to Ms. Medina. Now, after more than a year of exemplary service from her, you have unilaterally (and illegally) assigned work for which she was specifically hired to a firm that the entire Board chose not to use. How do you even begin to justify this?

I certainly hope that Mr. Sims is willing to graciously waive his fees for work already perfonned. Otherwise, you may find yourself footing his bill.

Respectfully,

Charles Sellers

Governing Board Member


From: Sellers, Charles Sent: Saturday, January 28, 2017 3:08PM To: Beatty, Kimberley; Apostle, Tony; Oconnor-Ratdlff, Michelle; Marshall, Amanda; Zane, Thomas; Patel, Darshana; McDowell, Tina cc: [email protected]; [email protected]; [email protected] Subject: RE: ReviSed Agenda

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Madam President,

You state that I "did not have any authority to assign legal work" to Maribel Medina. All I did was give our Board counsel the contact information for our recruiters so they could have a conversation about next steps. You, on the other hand, already have "another attorney" working on this matter. Who gave you the authority to assign any legal work to anyone? The Board has previously agreed to have Ms. Medina represent us with "legal services as required". This is clearly such a case. We used her to negotiate John Collins' exit and we will use her to negotiate the new Superintendent's contract because that is what has been publicly agreed by formal Board action. The Board alone negotiates with the next Superintendent and she alone is the Board's attorney. We don't have any others. The district does but the Board does not and we don't need any.


What possessed you to slap item number seven onto the closed session docket after all the agenda reviews had been completed? What makes you think you can unilaterally name yourself the Board's negotiator with the Superintendent candidate? What you are doing is illegal on multiple counts and it will not stand. I intend to see to it that you reimburse the district for all legal charges you have incurred under this guise of authority. I will not vote for, much less sign, any Superintendent contract which has not been legally blessed by Ms. Medina.

Respectfully,

Charles Sellers

Governing Board Member


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512/l017 RE; Interim Superintendent Contract

RE: Interim Superintendent Contract Beatty, Kimberley sent:Wednesday, February 01, 2017 8:S6 AM To: Apostle, Tony; Oconnor~Ratcliff, Michelle; Patel, Darshana; Sellers, Charles; Zane, Thomas Cc: [email protected]

As per the Brown Act section below, although we are prohibited from discussing salary,

compensation or benefits at a special meeting, we can discuss the duration of Tony's contract.

(a) A special meeting may be called at any time by the presiding officer of the legislative body of a local agency, or by a majority of the members of the legislative body, by delivering written notice to each member of the legislative body and to each local newspaper of general circulation and radio or television station requesting notice in writing and posting a notice on the local agency's Internet Web site, if the local agency has one. The notice shall be delivered personally or by any other means and shall be received at least 24 hours before the time of the meeting as specified in the notice. The call and notice shall specify the time and place of the special meeting and the business to be transacted or discussed. No other business shall be considered at these meetings by the legislative body. The written notice may be dispensed with as to any member who at or prior to the time the meeting convenes files with the clerk or secretary of the legislative body a written waiver of notice. The waiver may be given by telegram. The written notice may also be dispensed with as to any member who is actually present at the meeting at the time it convenes. The call and notice shall be posted at least 24 hours prior to the special meeting in a location that is freely accessible to members of the public. (b) Notwithstanding any other law, a legislative body shall not call a special meeting regarding the salaries, salary schedules, or compensation paid in the form of fringe benefits, of a local agency executive, as defined in subdivision (d) of Section 3511.1. However, this subdivision does not apply to a local agency calling a special meeting to discuss the local agency's budget.

From: Apostle, Tony Sent: Wednesday, February 1, 2017 8:38AM To: Oconnor-Ratcliff, Michelle <[email protected]>; Beatty, Kimberley <[email protected]>; Patel, Darshana <[email protected]>; Sellers, Charles <[email protected]>; Zane, Thomas <[email protected]> Cc: [email protected] Subject: RE: Interim Superintendent Contract

Michelle, If you enter into closed session to discuss the Interim Superintendent's contract-isn't it permitted the same as discussing the parameters of the permanent superintendent's contract like you did last night? Tony


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51212017 RE: Interim Superintendent Contract

From: Oconnor-Ratcliff, Michelle Sent: Wednesday, February 1, 2017 8:33AM

To: Apostle, Tony <[email protected]>; Beatty, Kimberley <[email protected]>; Patel, Darshana <[email protected]>; Sellers, Charles <[email protected]>; Zane, Thomas <[email protected]> Cc: [email protected] Subject: Re: Interim Superintendent Contract

Upon further thought, the Board cannot discuss compensation outside of a regular Board meeting, so we can't agendize this until Feb. 14.

Sent fiom my Verizon 4G LTE Smartphone

--Original message-From: Apostle, Tony

Date: Wed, Feb 1,2017 8:05AM

To: Beatty, Kimber1ey;Oconnor-Ratcliff, Michelle;Pate1, Darshana;Sellers, Char1es;Zane, Thomas; Cc: [email protected]; Subject: interim Superintendent Contract

Dear Board Members,

First and foremost, I am very thankful for the opportunity to serve the Board in this great school district. I have developed many new acquaintances and professional friendships since my arrival on November 16. Now that the Board is in negotiations with the final superintendent candidate, I would appreciate knowing with whom I should speak in regard to my contract end date since my current contract does not state a final end date. If the Board is interested in me working for several more months or until the end of June, for example, it will require an increase in my compensation. I would like to know the Board's decision as soon as possible. If the Board does not wish to set an extended and firm end date or increase my compensation that is the prerogative of the Board and I will respect that decision. Should the aforementioned decision be the will of the Board, I am providing notice that my last day of work will

be on Friday, February 171h. That end date has been selected because it is the week prior to the District's week long recess February 20-24.

Again, Please let me know as soon as possible the individual who is authorized to represent the entire Board's interests.

Thank you,

Tony


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51212017 Re: Interim Superintendent Contract

Re: Interim Superintendent Contract Oconnor-Ratcliff, Michelle 5ent:Wednesday, February 01, 2017 9:13 AM To: Apostle, Tony; Beatty, Kimberley; Patel, Darshana; Sellers, Charles; zane, Thomas Cc: [email protected]

Per the Brown Act, we can only discuss salary during Closed session of a regular Board meeting, not a special. That slows things down a bit, but we can discuss other issues like durntion at the special on Monday.

Sent from my Verizon 4G LTE Smartphone

--Original message-From: Apostle, Tony Date:Wed,Feb 1,2017 8:38AM To: Oconnor-Ratcliff, Michelle;Beatty, Kimberley;Patel, Darshana;Sellers, Charles;Zane, Thomas; Cc: [email protected]; Suhject:RE: Interim Superintendent Contract

Michelle, If you enter into closed session to discuss the Interim Superintendent's contract- isn't it permitted the same as discussing the parameters of the permanent superintendent's contract like you did last night? Tony


From: Oconnor-Ratcliff, Michelle Sent: Wednesday, February 1, 2017 8:33AM To: Apostle, Tony <[email protected]>; Beatty, Kimberley <[email protected]>; Patel, Darshana <[email protected]>; Sellers, Charles <[email protected]>; Zane, Thomas <[email protected]>

Cc: [email protected] Subject: Re: Interim Superintendent Contract

Upon further thought, the Board cannot discuss compensation outside of a regular Board meeting, so we can't agendize this until Feb. 14. .

Sent from my Verizon 4G LTE Smartpbone

--Original message-From: Apostle, Tony Date: Wed, Feb I, 2017 8:05 AM To: Beatty, Kimberley;Oconnor-Ratcliff, Michelle;Patel, Darshana;Sellers, Charles;Zane, Thomas; Cc: [email protected];

Subject:Jnterim Superintendent Contract

Dear Board Members,

First and foremost, 1 am very thankful for the opportunity to serve the Board in this great school district. I have developed many new acquaintances and professional friendships since my arrival on November 16. Now that the Board is in negotiations with the final superintendent candidate, I would appreciate knowing with whom I should speak in regard to my contract end date since my current contract does not state a final end date. If the Board is interested in me working for several more months or until the end of June, for example, it will require an increase in my compensation. I would like to know the Board's decision as soon as possible. If the Board does not wish to set an extended and firm end date or increase my compensation that is the prerogative of the Board and I will respect that

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51212017 Re: Interim Superintendent Contract

decision. Should the aforementioned decision be the will of the Board, I am providing notice that my last day of work will

be on Friday, February 1ih. That end date has been selected because it is the week prior to the District's week long recess February 20-24.

Again, Please let me know as soon as possible the individual who is authorized to represent the entire Board's interests.

Thank you,

Tony


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Paik.. Christine

From: Sent To: Subject: Attachments:

Kimberley Beatty <[email protected]> Sunday, February OS, 2017 12:59 PM Charles Sellers Revision CureCorrect2017 .do ex

See attached. I made a revision to the 2"d paragraph of the cure or correct letter.

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February 6, 2017

To: Poway Unified Board of Education President Michelle O'Conner-Ratcliff and Board Members TJ Zane

and Darshana Patel.


cure or correct your actions taken in violation of Sections 54953; 54954.2; 54954.5; 54957.1; 54957.5;

54957.6; 54957.7 & 54959 of theCA Government Code.

On Wednesday, January 25'h the PUSD Board was provided with the final agenda for the 1-31-2017

Regular Board Meeting. On Thursday, January 26th at 8:30AM the 1-31-2017 Regular Board Meeting

Agenda was posted on the PUSD District website and emailed to approximately 50 staff members. On

Friday, January 27'h, shortly before 5PM, a revised board agenda was emailed again to the list of staff

members without prior board notice. The revision consisted of an additional agenda item added by

Board President Michelle O'Connor-Ratcliff without board knowledge or authority. It was listed as

follows:


• In violation of Section 54953, discussions took place that were not permitted Brown Act exceptions;

• In violation of Section 54954.2 & 54954.2(3), no designated representative was specified; the board was not in a conference with its labor negotiator since none had been chosen; the board was not in negotiations with an unrepresented employee; and an attorney was present in the closed session without disclosure to the public;

• In violation of Section 54954.5, the true intent of this unlawful closed session was not Conference with Labor Negotiators vis a vis an unrepresented employee;

o In violation of Section 54957.1, unlawful actions were taken in closed session that failed to be reported out of closed session;

• In violation of Section 54957.5, an agreement was made to circumvent the disclosable public records requirement under the California Public Records Act;

o In violation of Section 54957.6, there was an improper designation of agency negotiator and no bona fide negotiations with an unrepresented employee are taking place;

• In violation of Section 54957.7, there was no disclosure of action taken; • In violation of Section 54959, Board President O'Connor-Ratcliff, along with Board Members

Zane and Patel intended to deprive the public of information to which these members knew or had reason to know the public is entitled.

Respectfully,

Poway Unified Board Member Kimberley Beatty Poway Unified Board Member Charles Sellers


Paik,. Christine

From: Sent To: Subject

Kimberley Beatty <[email protected]> Tuesday, February 07, 2017 10:00 AM Charles Sellers Cure or Correct

{this will be the face page. let me know if you want to change it. I have a noon appointment and will be gone most of the afternoon. Please send your edits soon.)

To PUSD Board President Michelle O'Connor-Ratcliff, PUSD Board Vice President TJ Zane and PUSO Board Clerk Oarshana Patel,

Please see attached Cure or Correct Demand letter dated 2/7/2017.

Respectfully, PUSD Board Member Kimberley Beatty PUSD Board Member Charles Sellers

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51212017

Cure or Correct Demand Letter Beatty, Kimberley Sent: Tuesday, February 07, 2017 5:28PM

Cure or Correct Demand LaUer

To: Oconnor-Ratcllff, Michelle; Zane, Thomas; Patel1 Oarshana Cc: Beatty, Kimberley; Sellers, Charles Attachments:CureCorrect17.doc:x (18 KB)

To: Poway Unified School District Board of Education President Michelle O'Conner-Ratcliff, Vice-President TJ Zane and Clerk Darshana Patel:

Please see attached Cure or Correct Demand Letter dated 2/7/2017.

Respectfully, Poway Unified School District Board Member Kimberley Beatty Poway Unified School District Board Member Charles Sellers

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February 7, 2017

To: Poway Unified School District Board of Education President Michelle O'Conner-Ratcliff, Vice

President TJ Zane and Clerk Darshana Patel:


cure or correct your actions taken in violation of Sections S4953; 54954.2; 54954.5; 54957.1; 54957.5;

54957.6; 54957.7 & 54959 of theCA Government Code.

On Wednesday, January 25'" the PUSD Board was provided with the final agenda for the 1-31-2017

Regular Board Meeting. On Thursday, January 26th at 8:30AM the 1-31-2017 Regular Board Meeting

Agenda was posted on the PUSD website and emailed to approximately SO staff members. On Friday,

January 27'", shortly before 5PM, a revised board agenda was emailed again to the list of staff members

without prior board notice. The revision consisted of an additional agenda item added by Board

President Michelle O'Connor-Ratcliff without board knowledge or authority. It was listed as follows:


• In violation of Section 54953, an independent contractor was hired by the board in closed session; and, discussions took place that were not permitted Brown Act exceptions;

• In violation of Sections 54954.2 & 54954.2(3), no designated representative was specified other than "Board President", which was later revealed to be merely a "place holder"; the board was not in a conference with its labor negotiator since none had been chosen; the board was not in negotiations with an unrepresented employee since no "superintendent candidate" had been chosen; and an attorney was present in the closed session without prior disclosure to the public;

o In violation of Section 54954.S, the true intent of this unlawful closed session was not Conference with Labor Negotiators vis a vis an unrepresented employee;

• In violation of Section S49S7 .1, unlawful actions were taken in closed session that failed to be reported out of closed session;.

• In violation of Section 54957.S, an agreement was made to circumvent the disclosable public records requirement under the California Public Records Act;

o In violation of Section S4957.6, there was an improper designation of agency negotiator and no bona fide labor negotiations with an unrepresented employee took place;

• In violation of Section 54957.7, there was no disclosure of actions taken; • In violation of Section 54959, Board President O'Connor-Ratcliff, along with Vice-President Zane

and Clerk Patel intended to deprive the public of information to which these members knew or had reason to know the public is entitled.

Respectfully,

Poway Unified School District Board Member Kimberley Beatty Poway Unified School District Board Member Charles Sellers

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Ok

Agree. District email is slow today.

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51212017

Contracts Sellers, Charles Sent:Saturday, February 11, 2017 11:30 AM To: Oconnor-Ratdiff, Michelle Cc: Zane, Thomas; Pate!, Darshana; Beatty, Kimberley

Hello Michelle,

Cootracts

You mentioned that you had forwarded 9 or 10 contracts to Trevin for his use in drafting one for Marian.

Can you please forward them to the rest of the Board. I would like to review them for possible application to the current negotiations.

Thanks, Charlie


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Paik, Christine

From: Sent: To: Cc: Subject: Attachments:

Per Charles' request.

Oconnor-Ratcliff. Michelle Sunday, February 12, 2017 7:19AM Sellers, Charles Zane, Thomas; Patel, Darshana; Beatty, Kimberley FW: CONFIDENTIAL: Poway Unified new superintendent contract ACSA Supt Sample Contract 12116.docx; Collins Contract 3-17-14.pdf; Phelps WSD Contract signed Superintendent 2016.pdf; Phelps WSD Cert Mgmnt Salary Schedule. pdf; Alpine.pdf; Coronado.pdf; Cotati-Rohnert Pati:.pdf; Jurupa.pdf; Ontario.pdf; Palo Alto.pdf; Sacramento.pdf; San Marcos.pdf

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•• •• Association of California School Administrators SUPERINTENDENT SAMPLE CONTRACT

The following is a template for an employment agreement between a school district and a superintendent. The temp/ale contains a number of suggested provisions, sometimes with alternatives/options for your selection. Provisions of the agreement are unlikely to be suitable for each individual situation, and other provisions may be appropriate depending upon the circumstances present including the district's financial circumstances, geographical location and size. The template isn 't meant to be copied in its entirety, raJher what works for you and the district. The template does not constitute legal advice and anyone wishing legal advice with respect to the template should consult with competent legal counsel.

EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into effective as of ______ by and between th.e school district, a public school district of the State of California ("District") and an individual {referred to herein as "Superintendent").

WHEREAS, the District's Governing Board of Education ("Board") desires to employ the Superintendent as the Superintendent of the District, and the Superintendent desires to accept employment as the Superintendent of District upon the tenns and conditions hereinafter set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing, and of the terms and conditioru set forth herein, the parties hereto agree as follows:

1. Term The tenn of this Agreement shall commence on and tenninate on - - ------' unless terminated earlier pursuant to the provisions of this Agreement, or unless extended as provided herein or as provided by law.

Should the Superintendent receive a satisfactory evaluation pursuant to this Agreement, this Agreement will be extended for an additional year, so long as the term of the Agreement does not at any time exceed years. (California code allows a maximum of 4 years for administrator Agreements.) An amendment for the extension of the term ofth.is agreement shall be approved at a regularly scheduled Board Meeting. (Planned Contract Extensions are commonly referred to as Rollover/Evergreen clauses.)

NOTE: Because of recent issues pertaining to Superintendent contracts and STRS audits, transparency in a contract is recommended. In this situation, receiving a contract extension based on a satisfactory evaluation is much more transparent than having the contract extended by default. In either event, the contract extension must be approved by the board in the form of an amendment at a regularly scheduled Board meeting.

The District shall provide the Superintendent with at least 120 days written notice prior to the

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expiration of this Agreement of the intention of the District not to renew the Agreement. Failure to give such notification shall result in the renewal of this Agreement as if notice had not been provided under Education Code 3 5031.

NOTE: EC 35031 only requires a 45-day notice by the Board in the last year of a contract if it is not to be extended. You should never let your contract roll into the last year unless you are planning to retire. If you are in the last year of your contract, you may only have 45 days to look for another position.

2. Employment Duties and Obligations The Board hereby employs the Superintendent as the Superintendent of the District, and the Superintendent accepts employment as the Superintendent of the District. In said capacity, the Superintendent shall do and perform all services, acts, or tasks, necessary or advisable, to manage and conduct the business of the District. Without limiting the foregoing, the Superintendent (or Superintendent's designee) shall perform the following duties: __ _

*The items (in parentheses) set forth below will need to be customized for the particular district and the desires of the Superintendent.

(Responsible for Personnel) Subject to approval by the Board of the Superintendent's recommendations, the Superintendent shall have the responsibility of organizing, reorganizing, and arranging the administrative and supervisory staff that in his/her judgment would best serve the District, and determine all personnel matters, including, without implied limitation, selection, assignment, and transfer of employees.

Review all policies under consideration by the Board and make appropriate recommendations to the Board;

(Professional Growth) Endeavor to maintain and improve the Superintendent's professional competence by a variety of means, including, without implied limitation, subscription to and reading of appropriate periodicals, and joining and participating in appropriate professional associations and their activities;

(Credentials/Licenses) Obtain and maintain all licenses, credentials, certificates, permits and approvals of whatever nature that are legally required to fulfill the Superintendent's obligations as the Superintendent of the District;

(Board Liaison) Serve as liaison between the Board and the Board's representatives with respect to all employer-employee matters, and make recommendations to the Board concerning those matters.

(Attend All Board Meetings) The Superintendent shall be entitled to attend all regular, special and closed session meetings of the Board, and shall serve as an ex officio member on any and all District committees and

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subcommittees, and shall be entitled to submit recommendations on any items of business considered by the Board or any committee or subcommittee of the District.

(Board Refer Complaints) The Board, individually and collectively, shall promptly refer all criticisms, complaints and suggestions called to its/their attention to the Superintendent for study and recommendation, and shall refrain from individual interference with the administration of school policies, except through Board action.

(Board!Supt Facilitator) In addition to directing all complaints/criticisms/suggestions concerning the District or any of its personnel directly to the Superintendent as set forth above, the Board agrees that it shall work with the Superintendent in a spirit of cooperation and teamwork, and shall provide him/her with periodic opportunities to discuss Board/Superintendent relationships. Whenever it is deemed desirable by either a majority of the Governing Board, or by the Superintendent, an outside advisor will be mutually selected by the Board and the Superintendent, and shall be paid for by District, to facilitate discussion of the relationships of the Board and the Superintendent, in advancement of the best interests of District.

(Assigned Other Duties) This is an agreement for the performance of professional services as Superintendent of the District. In recognition of the purposes of this Agreement, the Superintendent shall not be assigned to any other position or have his/her duties assigned to others without the Superintendent's consent. No policy or bylaw of the District shall diminish the Superintendent's statutory or contractual authority. All duties assigned to the Superintendent by the Board shall be appropriate to and consistent with the professional role and responsibility of the Superintendent. The Superintendent shall be provided with such facilities, equipment, supplies, and clerical assistance as appropriate to the Superintendent's position and necessary for the adequate performance of his/her duties. The Superintendent will be provided with the appropriate technology that will assist him/her in the performance of the Superintendent's job duties and responsibilities. These are to include, by way of example but not by way of limitation, a laptop computer, iPad, cellular telephone or other personal communication device, and internet access.

*With the exception of the first paragraph, each of the foregoing items are "options".

NOTE: This sample contract is not meant to be copied verbatim nor is it expected that every contract will have all of the following options. These options are available to make you aware of what might be included in a contract.

3. Obligations of District The District shall provide the Superintendent with the compensation, incentives, benefits, and business expense reimbursements specified in this Agreement.

NOTE: Any approved significant increase in salary within the final years before retirement may be subject to scrutiny and an audit by the STRS audit unit which may result in a decreased pension plus a

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penaf~tfor m•e1paymozr. STRS considers these increases to be intentional(or the pmposcs of 1'1/}wncing your rerircnuml pt:msion. Afo·:ing iwms in your contracr such as Jwallh bcm~fils imo salary.· m'/1 most likd1· result in a STRS audit. Co!ISislelll salwT incrcnscs (Board czdoptcd .whu-y schedule. Wimwl percentage increase or slr:p increase) during thepcriod ofvour contract is a hctte:r approach to avoiding acwsations of "spiking . .. Sec rc1·ised Ca!STRS Creditable Compensation l?egu!ation.> Article 5, Scctioll 2?600. lit thew' re1•isf!d r egulL1liom; STRS mqr audit hack seven FC(zrs Ji'om the time ~~(Fow· retirement. so furring a consistcncr <~fsalarr increases during this period (!{lime is ''CI) important to al'Oid STRS issues.

NOTE: ST!U:i members should be careful ahoul rc(virrg on rcrrcso1falions made to them by pension cormsdors abol!l 1rhat their hcne{ir 1ril/ he. since S'TRS hclicn~s thai it has rhc ability w di.\'Cf1 '01t' any such repr cselllaJion once an auditor has dechfcd tn rfTiCl! ' rhc p ensio n scheme. In addition, 1he ''three (3) year swture ()f'limitmions" is 110t viewed l~r STRS as a limiwtion on them. since rhcv cafculare lhe sratuw as of the time ofthe audit, not at the time ofretircmenl or rcprescnratiou by a S.TRS employee. T/wsjizr, rhc 0/Tice q(Adminislrarire Hearings has upheld borh STRS inrcrpreta!ions.

A'OTE: i\Ieworializc 1/u: n:asonfs) j(;r c/umg r:s in your co111ract rhar include salary increases. Srwe the rcaso11(s) for ihese changes. s uch as swv ing compctirive with other disrriCls cjlikc si:c11 and g eographical !ocario11, cxcn:plu1)· pei:/(!rmance. a desire to retain thu Superintendent. y our salary is aligned v:ith orher administrators in tile district. etc. Ewm though no OjTic!.' of Admlnisira:ive Hearings . Teachers' Rc1ircmenr Board, or court ruling has yet 10 rule spcc(t'lca liy on the wrlac of sta1cmen1s r,~(intcn I hy a hoard. to dmc . for th e cases an A CSA panl'.l attonwy has iirigatcd or is currently workin,Q, on, the S7RS has simply ignored any statement made by a hoard rhat a saiary increase wasn ·r prorided to P-nhancc the SllpC'rinh:':lldi'W ·s p ens ion. Nyou choose comparis on distriCTS, maililain th<: documcl!tarion o( those disrricrs. {{ you !Iaven 'r received a rais e in }he years. explain tlza! in your docl!mcnmlion and that r/IC board wants to maintain stability of leadership in the district. Sec Appendix A j i1r Doom!cnru.rw n niSo!wT fliswn . Rc:gar tli css (~{lh c reasons. any s ign{tlcant sa/a;:v increases during the las t .'\'{~ars hcforc rcli r cmcm will most likc(v rcsulr in 11 SIRS audit.

SALARY:

NOT!~: Government Cflde 3511..1 & 3511.2 -- Any co n /N tct execurcd. changed or renewed a/!1·.·· .Jamtm)' 1. ]U 12. that include.'' wr automatic exwnsion und automatic salary increase shall llOI proFide

j(JI ' an increase in llre !el'el <~(compensation that exceeds a Cosi oj'l.i1·ing Acijustmeflf (COLA).

3.1 ( Salarvl District shall pay the: Superintendent an annual salary of$_ . The Superintendent shall receive such annual increases in salary a!'i may be agreed to by the Superintemknt and the Board and also included in tl1is agreement The Board ma y agree to provide the Superintendent with additional increases in the Board's sole discretion.

NOlE: A nr adiustmcnt in sa/an· made durin z the term o( this .d<,zrcemcnt shall be in fhc form o(mr mncndmcll~ an;/ shalf hccmiU; a parr o/tln·s Ag;·eemcu!. Jn ~10 m•cn;slwfl tlw 51tperintendent :r sai~1:1' at any rinw he reduced he/ow the initial salary stated in this Agreemcm, or llrl\ ' subse(f/lCilt i11crca.•c to such salwy. ·

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Administrative Salary Schedules) In an effort to maintain equity with other certificated and administrative personnel, the Superintendent shall receive a salary increase each year of this agreement based on the average or median percentage increase given on the certificated teachers' unit salary schedule for a step and column raise. The Superintendent shall also receive any increases given to the administrative unit based on the results of negotiations.

[Alternative 2] (Percentage Increase) The Superintendent shall receive each year of the Term of this Agreement a %increase to the Superintendent's salary beginning July 1 of each school year. This increase shall be in addition to any other increases approved by the Board. This increase shall be based on the same percentage increase as found in the administrative or certificated teachers' salary schedule (select one depending on your circumstances).

[Alternative 3] (Step Increases/Salary Schedule) The Superintendent shall receive yearly step increases in each year of the Term of this Agreement beginning July 1 of each school year in an amount equal to $ . The step increases shall be in addition to any other increases approved by the Board.

NOTE: Suggest the step increases be based on the same percentage increases as found in the administrative salary schedule!!! certificated teachers 'salary schedule (select one depending on your circumstances).

[Alternative 4) (Equitable Salary Increases) In addition to consistent salary increases (adopted salary schedule or yearly percentage increases), and in accordance with CalSTRS Creditable Compensation Guidelines effective January 1, 2015, the Superintendent's salary shall be adjusted equitably with other district salary increases. These adjustments shall be made following a satisfactory evaluation and approval at a regularly scheduled board meeting.

[Alternative 5] (Longevity) It is the Board's goal to provide stability and continuity in the operational and instructional programs of the District, and, consistent with such goal, the Board agrees that the Superintendent shall be compensated for his/her longevity with the District. Any and all longevity salary increases shall be in addition to any other compensation already included in this Agreement or otherwise approved by the Board. Longevity increases shall be treated as base salary for any future increases. The first longevity increase of __ % shall be added to the Superintendent's salary beginning the fifth year of service. The Superintendent shall additionally receive a longevity increase of __ % beginning on July 1 of the __ year of service.

[Alternative 6] (Longevity) As an incentive for the Superintendent to continue in the employment with the District, the Superintendent's annual salary shall be increased by $ __ after completing the first __ school years of service.

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NOTE: Longevity increases are considered creditable compensation under new CalSTRS Creditable Compensation Guidelines of January 1, 2015, and must be approved at a regularly scheduled board meeting.

NOTE: Be aware that having "me too" language in your contract may be problematic. As Superintendent, you may be in charge of negotiations, and you do not want to be accused of negotiating to benefit yourself.

EXPENSE ALLOWANCES:

NOTE: Under the CalSTRS Creditable Compensation Regulations effective January 1, 2015, Expense allowances are not allowed as Creditable Compensation. You may still have automobile and other expense allowances in your contract. They will not be considered as Creditable Compensation counting toward your STRS Defined Benefit account.

3.1.1 (Automobile Allowance) The Superintendent shall have an automobile furnished by the District for his/her use. District shall pay for the necessary insurance, gas and oil, maintenance and upkeep for such automobile through the use of a District credit card or other means convenient to both parties.

Taxes: Superintendents that are provided a district car may be liable for$ per mile in excess taxes for mileage that is deemed personal, i.e. to and from the district. Only employees who drive vehicles equipped with emergency lights and sirens are exempt from this IRS ruling.

(Alternative 1) (Automobile Allowance) The Superintendent shall provide a suitable automobile for his/her transportation in the performance of his/her duties on school business within the county. The Superintendent shall receive $ per month allowance to use for the purpose of maintaining the automobile. The Superintendent shall not be required to provide documentation for this allowance. Travel outside of the county shall be reimbursed at the District allowed mileage rate.

NOTE: This allowance will not be reported as creditable compensation under STRS.

3.1.2 (Expense Allowance) The Superintendent shall receive a monthly expense allowance of$ __ to assist the Superintendent for such expenses as a cell phone and other expenses that naturally are incurred as the Superintendent conducts the District's business. The Superintendent shall not be required to provide documentation for this allowance.

NOTE: This allowance will not be treated as creditable compensation according to STRS regulations.

3.2 (Work Days- Paid Vacation Days) The Superintendent's work year shall be days. The Superintendent shall be entitled to __ days of vacation, non-work time, each year without loss of compensation. Vacation shall be accrued at the rate of __ days per month. At the conclusion of this Agreement, any unused vacation time shall be paid to the Superintendent at the Superintendent's

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then existing daily rate of pay. The Superintendent may elect at the conclusion of each school year, ending June 30 annually, to be paid for any portion of his/her then accrued vacation time at the Superintendent's then existing daily rate of pay. The Superintendent may not accrue more than __ days of paid vacation.

NOTE: The determination of work days is based on the following formula:

Days in Year 365 Minus Equals Minus Equals Minus Equals

104 weekend days 261 possible work days 14 paid holidays (depending on specific district) 247 possible work days 22 vacation days (depending on specific contract) 225 Work Days (depending on specific contract)

[Alternative 1) (Work Days- Positive Work Year) The Superintendent's work year shall be __ days. The Superintendent may choose to work

additional days each year of this agreement and be paid at his/her current daily rate with all necessary contributions being deducted. Any work days beyond these __ shall be with the approval of the board.

3.3 (Health Benefits)

NOTE: Government code 7511.40 that was put into place through PEPRA (Public Employment Pension Reform Act) doesn't allow a public employee to have a health benefit vesting schedule that is more advantageous than that provided generally to other public employees of the same public employer who are in related retirement benefit classifications. After a thorough review, one of our A GSA panel attorney firms has concluded that this section doesn 't apply to Superintendents because they are in a class of one. However, we would caution you that there are differing opinions around the state. CalSTRS doesn't have any written guidelines on the issue. One suggestion is to offset any loss of expected health benefits with a tax sheltered annuity equal to the loss of the expected benefit.

The Superintendent shall be provided with insurance coverage with all premium costs paid for by the District under the District's health, vision and dental insurance plans, for the Superintendent, his/her spouse, and the Superintendent's dependents for the plans offered by District and selected by the Superintendent. Should the Superintendent retire from the District after years of service, the District agrees that it shall continue to pay all premium costs for all such health, vision and dental insurance plans for the Superintendent and his/her spouse [until age 65] [for the life of the Superintendent and the Superintendent's spouse]. (Note: so long as this benefit is not in conflict with Government Code 7522.40.) Such health, vision and dental insurance benefits shall be comparable in all respects to those in effect on the date of the Superintendent's leaving the employment of the District, and there shall be no higher co-pay or other deductible costs then in effect on the date of the Superintendent's termination of employment date, or if such co-pay or deductible costs increase, the District shall pay the difference between such costs in the future and the amount of such costs on the date of the Superintendent's termination of employment.

Should the Superintendent continue to be eligible for District provided health insurance benefits

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after the Superintendent is no longer employed by District, and if the Superintendent has moved from the geographical area where the District's then current health insurance providers offer coverage, the Superintendent shall obtain alternative comparable coverage to that which was in effect on the date of the Superintendent's retirement and the District shall pay all premium, co-pay and deductible costs consistent with the preceding paragraph.

3.4 (Life Insurance) The District shall provide the Superintendent, at District's expense, with a fully paid term life insurance policy in the face amount of$ with the beneficiary for such policy to be selected by the Superintendent.

Taxes: There is a potential tax consequence here as well for insurance benefits payable to the Superintendent over the maximum allowed by the IRS, which amount changes from time to time.

3.5 (Retirement Plan) The District shall provide the Superintendent with a retirement plan and fund such retirement plan as specified herein, with an annual contribution in an amount equal to __ % of the Superintendent's salary. Such retirement plan shall be in addition to and separate from any State retirement plan in which the Superintendent is entitled to participate. Contributions to the plan shall be made by the District on a monthly basis. The retirement benefits specified herein shall be solely for the benefit of the Superintendent and shall be fully vested at the time when such contributions are made and shall otherwise be governed by the nature of the retirement plan selected by the Superintendent with the concurrence of District.

(Alternative 1] (Tax Sheltered Annuity) The Superintendent shall receive $ annually which the Superintendent may in his/her discretion direct to a tax-deferred annuity under Section 403(b) of the Internal Revenue Code. The Superintendent shall only make one such election in any calendar year and such election shall remain in effect until revoked. Only amounts earned by the Superintendent after the date of election will be deferred.

Taxes: You will need to check with your tax consultant as to the maximum allowed for a tax shelter.

3.6 (Professional Association Dues/Service Club Expenses) District shall pay the Superintendent's expenses and dues for membership in professional organizations including the Association of California School Administrators (ACSA), the National Association of School Superintendents (NASS) and such other professional associations as the Superintendent may participate in. District shall reimburse the Superintendent for all reasonable expenses incurred by him/her in connection with District business. Such reimbursement shall include dues and other expenses associated with membership in a service club to be selected by the Superintendent. The District shall also pay on behalf of the Superintendent expenses incurred in attendance for regional, state or national conferences, seminars, hearings or meetings which are devoted to matters that in the Superintendent's judgment relate to the benefit and welfare of the District.

3.7 (Master's/Doctoral Increment)

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The Superintendent shall receive, on an annual basis, a master's degree increment of$_, and a doctoral increment of$ __ . These increments shall be considered salary for tax purposes and be treated as creditable compensation under the CalSTRS guidelines.

3.8 (Relocation Expenses) The Superintendent will receive a one-time payment of up to$ __ to cover relocation and moving expenses. The receipts for these expenses will be given to the district business office.

3.9 (Housing Allowance) The District will provide the Superintendent with a monthly housing allowance of$ __ for a period of ____ .

3.10 (IRC Benefits) The District shall throughout the Term of this Agreement provide a plan qualifying under the provisions of Internal Revenue Code Section 125 allowing the Superintendent to choose among various benefit programs made available by the District. The Superintendent shall be entitled inunediately to participate in such plan upon commencing employment with the District. The Superintendent may elect under the plan to have a portion of his/her wages applied by the District toward the cost of one or more of the benefits made available by the District which include the following benefits: (State your benefits)

The Superintendent shall submit an election form to the District specifying which benefits he/she shall participate in under the plan, in identifying the amount of his/her salary which will be reduced as a result of such participation. The Superintendent may revoke a benefit election at any time and file a new election form if both the revocation and the new election are on account of, and consistent with, a change in family status. A change in family status for this purpose includes marriage, divorce, death of a spouse or child, birth or adoption of a child, termination of employment or new employment of a spouse, and such other events as are specified in the District's Section 125 Plan. The District will at all times cause the plan to be administered consistent with requirements of Section 125 of the Internal Revenue Code.

3.11 (Income Protection Insurance) The district shall provide the Superintendent with income protection insurance which pays in the amount of __ percent of his/her gross salary. This protection shall apply if the Superintendent in the event of an illness or accident is unable to perform his/her duties required under this Agreement. Benefits from said insurance shall become effective forty-five ( 45) days after the onset of said debilitating illness or injury and shall continue until the Superintendent is released back to full duty or until maximum retirement benefit age under the State Teachers Retirement System or the Public Employees Retirement System.

4. Professional Growth of the Superintendent The Board supports the concept of lifelong learning and encourages the continuing professional growth of the Superintendent through his/her participation in: . The district is willing to support the Superintendent's professional growth and will be responsible for the expenses involved in such activity.

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4.1 ACSA Professional Development To support the new Superintendent's success, the district will provide the release time and related expenses for the Superintendent to participate in the following ACSA programs: New Superintendents' Workshop (1" year), Leading the Leaders, and the Superintendents' Symposium.

4.2 The operations, programs and other activities conducted or sponsored by local, state or national school administrator and/or school board associations.

4.3 Seminars and courses offered by public or private educational or related institutions.

4.4 Informational meetings with other persons whose particular skills or experience serve to improve the capacity of the Superintendent to serve the district. To attend or be involved in activities described in this section, the Board shall consider approval of a reasonable amount of release time as recommended by the Superinte~dent. District shall pay for the necessary expenses associated with such professional growth activities approved by the Board, including lodging and subsistence. National conferences, meetings and professional growth activities must be approved by the Board.

5. Evaluation ofthe Superintendent The Board and the Superintendent shall annually develop and agree upon performance goals and objectives that shall serve as the basis for an annual evaluation. Such goals and objectives shall be established no later than the fust meeting of the Board in September of each year.

[Alternative 1 I Within thirty (30) days after the commencement of the Term, the Board and the Superintendent shall meet to discuss agreed upon goals and objectives for the purposes of the ensuing year's evaluation. Thereafter, on an annual basis, no earlier than May I and no later than June 1, the Board and the Superintendent shall meet and agree upon objectives for evaluation for the succeeding school year.

(Schedule Board Meeting) The Board shall devote a portion of at least one meeting annually for discussion and evaluation of the performance and working relationship between the Superintendent and the Board. Every effort will be made to conduct this meeting by a date to be determined by the Board and the Superintendent. Such meeting shall be conducted in closed session unless mutually agreed otherwise. Evaluations shall be based upon the mutually developed and agreed upon performance goals and objectives for that year's evaluation. In addition thereto, the Board and the Superintendent shall assess the quality and effectiveness of their working relationship. After reviewing the performance of the Superintendent based upon the agreed upon goals and objectives established for the school year, the Board shall notify the Superintendent in writing whether the Superintendent has performed, in the Board's judgment, satisfactorily or unsatisfactorily.

(Maj oritv of Board)

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An evaluation shall be deemed to be "satisfactory" if a majority of Board members have rated the Superintendent's performance as satisfactory in individual evaluations prepared by such Board members.

(Deadline) The Board will provide a formal evaluation of the Superintendent's performance at least once annually, no later than __ of each year.

(Mutually Agreed Format) The Board and the Superintendent shall agree upon a written evaluation format which shall be used during the Term.

(Unsatisfactory Evaluation) If the Board concludes that the Superintendent's performance is unsatisfuctory in any respect, the Board shall identify in writing specific areas where improvement is required, provide written recommendations for improvement, and notify the Superintendent that another evaluation will be conducted within six (6) months. Such written recommendations and the specifications for improvement shall be provided within thirty (30) days of the date of the evaluation.

(Confidentiality) The Board, unless otherwise agreed to in writing with the Superintendent, shall maintain confidentiality concerning the contents of any evaluation.

6. Outside Professional Activities The Superintendent may serve as a consultant to other districts or educational agencies, lecture, engage in professional activities and speaking engagements, and engage in other activities which are of a short-term duration at the Superintendent's discretion. Any such activities which require the Superintendent to be absent from the District for more than three (3) consecutive full working days shall be reported in advance to the Board and shall be subject to Board approval. Any compensation received by the Superintendent for these outside professional activities shall belong to the Superintendent if they are completed on the Superintendent's vacation or nonworkdays.

7. Medical Examination The Superintendent agrees to undergo a comprehensive medical examination at least every other year during employment with the District. Said examination shall be made by a licensed physician selected by the Superintendent. A statement regarding the Superintendent's physical ability to perform his/her regular duties, shall be obtained from the physician and provided to the Board, and the Board shall keep confidential the information therein. The costs of the said medical examination and report shall be paid by the District. Nothing herein shall be deemed to waive the physician/patient privilege which the Superintendent shall have with any physician with whom the Superintendent consults for the purposes of this paragraph and this Agreement.

8. Termination.

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8.1 The Superintendent may terminate his/her obligations under this Agreement by giving the District at least forty-five ( 45) days written notice.

8.2 This Agreement shall terminate upon the occurrence of any of the following events.

8.2.1 Whenever the Superintendent and the District shall mutually agree to termination in writing;

8.2.2 Upon the death of the Superintendent;

8.2.3 (Termination for Cause)

Upon the grounds set forth in the California Education Code for the termination of a permanent certificated employee, the Superintendent shall be entitled in the event that District contends there is any such basis to terminate Superintendent for cause to the rights provided to a certificated employee pursuant to Article 3 of Chapter 4, Part 25 of Division 3, Education Code § 44930 et sec, including, but not limited to, those provisions set forth in Education Code §44944, which provision shall apply with respect to any such attempted termination of the Superintendent; or

8.2.4 (Unable to Perform Duties) The Superintendent has been unable to perform all or substantially all of the Superintendent's duties due to illness or other disability for a period of four (4) consecutive months, and it is medically determined that the Superintendent is permanently disabled from performing all or substantially all of the duties of the Superintendent. Any time a question exists as to the Superintendent's ability to perform his/her duties, the Board may require that the Superintendent undergo a comprehensive medical examination in accordance with the provisions of Section 6 of this Agreement. Such examination shall occur within two weeks of the date written notice is given to the Superintendent that the Board is exercising its right to an examination as provided in this Section. If the Superintendent wishes to do so, he/she may, within one week of said examination, submit a separate report made by a physician chosen by the Superintendent and concerning all or part of the matters covered in said comprehensive medical examination.

8.3 (Termination Without Cause/Buyout) Notwithstanding any other provision of this Agreement, the Board, without cause, in its sole discretion, shall have the option to unilaterally terminate this Agreement upon the provision of written notice of such termination to the Superintendent. If the Board elects the option to terminate this Agreement without cause, then the Superintendent shall receive the Superintendent's regular Superintendent's salary for the remainder of the Term, or eighteen (18) months, whichever is less, and shall additionally be entitled to the health insurance benefits that the Superintendent has elected for the same period of time. (Note: AB 215 signed by the Governor on September 1, 2015, reduces the term of buyout for Superintendents to twelve (12) months FOR CONTRACTS EXECUTED ON OR AFTER JANUARY 1, 2016. The added language to Government Code 53260 specifically states in section (2): "In the case of a district superintendent of schools, for contracts of employment executed on or after January 1, 2016, the maximum cash settlement shall be an

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amount equal to the monthly salary of the employee multiplied by I 2. ") Such termination payments shall be paid on the same installment basis as the Superintendent's current salary unless both parties have mutually agreed to another form of compensation. The payment for salary and health benefits for the period prescribed is in recognition of the damages done to the Superintendent for termination without cause.

NOTE: Avoid contract language in the Termination Without Cause section that allows the board to terminate you because of an unsatisfactory evaluation. Having this language in a contract means the term of the contract is limited until the date you receive an unsatisfactory evaluation. Also avoid language allowing the district to reduce your buy out based on the difference in pay from any other job you may obtain after your termination. You received this buyout for serious damages done to you.

8.4 (Abuse of Office) Pursuant to Government Code section 53243.2, any funds received by the Superintendent from the District as a buyout, resulting from the Board's decision to terminate the Superintendent without cause, shall be fully reimbursed to the District if the Superintendent is convicted of a crime involving the abuse of his or her powers of office. If the District funds the criminal defense of the Superintendent against charges involving the abuse of his or her office or position, and the Superintendent is then convicted of those charges, the Superintendent shall fully reimburse the District for all District funds paid for the Superintendent's criminal defense.

9. Delivery of Notices All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: SUPERINTENDENT: DISTRICT:

Such notice shall be deemed received when personally delivered or when mailed, forty-eight ( 48) hours after deposit in the U.S. Mail, first class postage prepared and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

10. Conflict of Laws This Agreement shall be governed by the laws of the State of California.

11. Integration This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. Neither of the parties has relied upon any oral or written representation or written information given to the party by any representative of the other party.

12. Severability If one or more of the provisions of this Agreement are hereafter declared invalid or unenforceable by judicial, legislative or administrative authority of competent jurisdiction, then the parties hereto agree that the invalidity or unenforceabi!ity of any of the provisions shall not

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in any way affect the validity or enforceability of any other provisions of this Agreement.

13. Modification No change or modification of the terms or provisions of this Agreement shall be deemed valid unless set forth in writing and signed by both parties.

14. Construction of Agreement This Agreement will be liberally construed to effectuate the intention of the parties with respect to the transaction described herein. In determining the meaning of, or resolving any ambiguity with respect to, any word, phrase or provision of this Agreement, neither this Agreement nor any uncertainty or ambignity herein will be construed or resolved against either party (including the party primarily responsible for drafting and preparation of this Agreement), under any rule of construction or otherwise, it being expressly understood and agreed that the parties have participated equally or have had equal opportunity to participate in the drafting hereof.

15. Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise.

16. Headings The headings of sections of this Agreement have been inserted for convenience of reference only and shall not affect the interpretation of any of the provisions of this Agreement.

17. Attorney Fees In the event of any action or proceeding to enforce or construe any of the provisions of this Agreement, the prevailing party in any such action or proceeding shall be entitled to attorneys' fees and costs.

18. Further Assurances Each of the parties hereto shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder and to carry out the intent and agreements of the parties hereto.

19. Assignment Since this Agreement is for the employment of the Superintendent and the Superintendent's specific knowledge and talents, both parties acknowledge that neither party shall assign this Agreement or any interest therein. Any such attempt to assign this Agreement is null, void and of no effect.

20. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be an

14 1211116

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original, but all of which shall constitute one and the same instrument.

21. Indemnity In accordance with the provisions of Government Code §825 and 995, the District shall defend the Superintendent from any and all demands, claims, suits, actions, and legal proceedings brought against the Superintendent in Superintendent's individual capacity, or official capacity as an agent and employee of the District, provided that the incident giving rise to any such demand, claim, suit, action, or legal proceeding arose while the Superintendent was acting within the scope of employment.

Upon retirement or separation from the district, the Superintendent will continue to be indemnified for any actions taken against him/her related to his/her role as the Superintendent.

22. Safety In the event of public controversy or threats, if the Board or the Superintendent deems it necessary, the Board will at District expense provide appropriate security measures for the safety of the Superintendent and Superintendent's family.

IN WITNESS WHEREOF, this Agreement has been executed this_ day of ___ , 20_.

Dated: ______ DISTRICT

By:

By:

Dated:

(Print Name), Superintendent

Sincere appreciation to Greg McCoy and the Law Offices of Gagen, McCoy, McMahon, Koss, Markowitz & Raines for assistance in the preparation of this document and the Law Offices of Bennett and Sharpe for their review and revisions of portions of this document. We would also like to thank Lloyd Wamhof, John Almond and Janet Morey, ACSA Member Assistance Advocates for their contributions to this document.

©Copyright 2015 Association of California School Administrators ISBN 0-943397-52-9

15 12/1116

0080


APPENDIX A: Documentation of Salary History

Board Minutes of Salary Increases

Addendum of Salary Increase

Survey of Like or Surrounding District Salary Schedules

Salary Schedules of District Staff

16 J]/1/16


EMPLOYIVIEl\'T AGREEMENT BET\~'EEN THE


AND

DR. JOHN P. COLLINS, SUPERINTENDENT

T!1is />.grcemcnt is emcrcd inw bctw~cr the Board of Edlll:ati<m (hcreiua!lcr referred to a5 the ''!3omcl .. j of the P<>wny Unified School Dimict (hereinafter reJcrrcd tons ' 'District") and Dr. John P. Collins (hl:rci:mfter referred w ns ·'Superintendent'').

Th(! Board hcn::by employs Dr. Col! in~ us ihc Supcrinre.ndcnl of the Poway Unified Sch(w] District f()r a !cnn commencing on July l, 20! 4. and ending the eff(:ctiw date of June 30. 2017. or unti l this Agreement is tenuinated hy .:if1er pany as set forth below. Addi1ionaHy, upon a sati~factory perfonmmce cvultwtion hy the Board, the Board may grant an employment extem;ion of up w one additiPnal year. througb Jum: JJ, 2018.

The Superimcndcm "hall he required tO render twelve momhs ('f lull and regular service w thc District during ;;;ad1 lUl!lual period covered by this Agreement. exclusive of \'ac;;tion, recognized holiduys , anci sick and other ap;JrOvi..>cllcHvc<:.

2 . SALAHY

Commencing on July l , 2014. rhe annual salary for the Supcrimendcm shall be T\\'(> Hundred Ninety Scvcn11musand Scq::n Hundrul. Thiny Five dollar$ ($:!97,735) !()r the tem1 of tl1i$ Agr~Xment. This salary will be payable in twd\'t: e.qu<ll inswllmcnts on the last wo.rking day of c:ach calendar month, and prorated for any partial month's service. This annual salary sh:1ll be effective for the term oflhis A~r;re~mc:nt, unless increased by action of the Board. Such an increase would noi constitute a new a;,.'1·ecmenl, nor extend the term of this Ub-'iecmcnt.

Superintendent shall receive ccst of living rai~cs in line with iho~c received by cer1ilic(Hcd managcrncnt employees. and any salary stipend 1,.rrantcd to Cl'rtifka:ed management employees, including. bul nm limitC'd w_ longevity step increases and graduate deJ,.'Tee stipftnds. The step increases s.hall he:

2.5'% increase at tlw conclusion of IG"!l ( l 0) yeurn of' service 2.5'~:. increase at tlw condusion of li flcen ( i 5) y~:.at-s of servict' 2.5'.~·o increase nt thl.! C() !1c1Usion Of twenty (20) years of' service 25'~ ;, increase m the conclu~ion of twmty-fiv..: L2~) years of sen ice

All amounts pnwided for in this section shall be considered p:m of the total STRS credible compensation.

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The Superintendent will retain the option of designating a portion of his salary, within applicable legal limitations, to be placed into a deferred compensation plan which complies with all requirements of the Internal Revenue Code and all other applicable Ia ws and regulations.

3. DUTIES AND RESPONSIBILITIES

The Superintendent shall be governed by and shall perform all duties and responsibilities as set forth in the California Education Code, as well as all rules and regulations of the State Board of Education and rules, regulations, policies, and directives of the Board. This includes acting as the Chief Executive Officer of the District.

The Superintendent shall comply with all Board directives, state and federal law, as well as District policy and District rules and regulations as they currently exist, or may hereafter be adopted or amended

4. ORGANIZATION

The Superintendent shall organize District management and support staff to best serve the needs of the District. The Superintendent is responsible for recommending qualified candidates for selection, placement and transfer, to be approved by Board vote. The Superintendent shall submit an alternative recommendation should Board approval not be given.

5. BOARD-SUPERINTENDENT RELATIONS

The Board and the Superintendent agree to work together in a spirit of cooperation and teamwork to further the District's mission. The Board and the Superintendent agree to perform their duties and responsibilities in a legal and ethical manner, including acting in a manner consistent with fiduciary duties and responsibilities of the position. The Board members shall, in their positions, adopt the policies of the District. It shall be the Superintendent's responsibility to administer the policies of the District, including responsibility for the study and recommendation of policies, and the handling of criticism, complaint, and suggestions brought to the Board.

6. EVALUATION

The Board shall formally evaluate and assess in writing the performance of the Superintendent at least once per year. In addition to these evaluations, the Board and the Superintendent shall meet from time to time to discuss the Superintendent's performance. The Superintendent's evaluation shall be based upon tbe duties outlined in this Agreement, District Policies and Regulation, Boardadopted priorities, Goals and Objectives developed pursuant to Section 3 and prevailing law.

The Board shall evaluate and assess in writing the performance of the Superintendent at least once a year during the term of the Agreement. Said evaluation and assessment shall be reasonably related to the position description of the Superintendent and the goals and objectives of the District for the year of the evaluation. The evaluation format shall be reasonably objective and shall contain the following evaluation criteria: Board priority goals, Board relations, educational leadership, personnel relations, business and facilities services, community relations, personal qualities, administrative services.

The Board shall develop Goals and Objectives for the performance of the Superintendent. The Goals and Objectives shall be delivered to the Superintendent no later than one month following the

Page 12

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evaluation of the preceding year. These Goals and Objectives shall be among the criteria by which the Superintendent is evaluated.

In the event that the Board determines that the performance of the Superintendent is unsatisfactory in any respect, it shall describe in writing, in reasonable detail, specific instances of unsatisfactory performance. The evaluation shall include recommendation as to areas of improvement in all instances where the Board deems performance to be unsatisfactory. A copy of the written evaluation shall be delivered to the Superintendent. The Superintendent shall have the right to make a written reaction or response to the written evaluation. This response will become a permanent attachment to the written evaluation in the Superintendent's personnel file. Within thirty (30) days of the Board's delivery of the written evaluation to the Superintendent, the Board shall meet with the Superintendent to discuss the evaluation.

The Superintendent's evaluation and assessment of performance, including evaluation criteria and performance goals and objectives, shall be private and confidential and shall not be considered part of the Superintendent's Employment Agreement. All discussions regarding these matters shall be held in a closed session of the Board.

7. OUTSIDE PROFESSONAL ACTIVITES

The Superintendent may utilize accrued unused vacation entitlements to undertake outside thirdparty professional consulting services such as consultative work, speaking engagements, writing, lecturing or other professional duties and obligations, subject to prior notice to the president of the Board. Outside third-party professional consulting services may be performed provided they do not interfere with or conflict with the Superintendent's performance of his duties under this Agreement.

8. MEDICAL EXAMINATIONS

The Superintendent may, at his option, have an annual, comprehensive medical examination. The District shall pay any expense above that paid by the District insurance.

A report on the physical condition of the Superintendent shall be shared with the President of the Board and shall be !rested as confidential information by the Board.

9. VACATION AND HOLIDAYS

The Superintendent shall be required to render twelve months of service to the District during each annual period covered by this Agreement, except that he shall be entitled to thirty (30) days of annual vacation with pay, exclusive of holidays defined in sections 37220 and 37221 of the Califontia Education Code, and any additional local holidays granted by the Board to twelve-month management employees of the District. Unused vacation days will accrue on an annual basis as long as the Superintendent's accrued vacation does not exceed sixty (60) days. Should the Superintendent's accrued vacation time reach sixty (60) days, the Superintendent will cease to accrue further vacation days until the Superintendent's accrued vacation time falls below sixty (60) days.

In the event of termination of this Agreement, the Superintendent shall be entitled to compensation for all unused accrued vacation, not to exceed sixty (60) days, at his then current daily rate of compensation or portion thereof.

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10. LEAVES

The Superintendent shall be provided all leave benefits which are provided the District's certificated administrative employees.

11. REIMBURSEMENT FOR EXPENSES

The Superintendent shall receive the following reimbursements:

a. All actual and necessary expenses incurred in the performance of his duties, including membership dues in the Association of California School Administrators, the American Association of School Administrators, one other of his choosing, and one community service club. Membership dues shall be paid directly by the District to the organizations.

b. A per diem of Seventy-five ($75) Dollars may be claimed for one or more days of service outside the District.

12. HEALTH AND WELFARE BENEFITS

The Superintendent shall receive any health and welfare plan offered to other District certificated management employees, to be paid by the District, for himself and his dependents. Upon Superintendent's retirement from the District, the District shall pay the full premium costs for the Superintendent to be covered under any health and welfare plan offered to other certificated management employees, until Superintendent is eligible for Medicare.

At such a time Superintendent is eligible for Medicare, he shall have the option to continue the District plan at his own cost.

The Board, at the sole expense of the District, shall obtain and maintain a term policy (without cash value), insuring the life of the Superintendent, including but not limited to accidental death, in the amount of One Million ($1 ,000,000) Dollars. Superintendent shall have the option to continue the plan upon his retirement, at his own cost, at the current District group rates.

13. OTHEREMPLOYMENT

Should the Superintendent apply for and, or be interviewed for other employment, the Board shall be notified within seven days.

14. AMENDMENT OF AGREEMENT

This Agreement may be amended at any time by mutual written agreement of the parties.


A. Mutual Termination

The District and the Superintendent may, by mutual written agreement, terminate the Agreement at any time.

Page 14

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Any mutual termination including a cash settlement shall be restricted by the Government Code, which restricts a maximum cash settlement equal to the then monthly salary times eighteen ( 18) months or the remaining term of the Agreement, whichever is Jess.

Health and welfare benefits may be paid pursuant to the same limitations as provided in Government Code Section 53260 or until the employee finds other employment, whichever period of limitation occurs first.

B. Termination by Board- For Cause

This Agreement and the services of the Superintendent may be terminated by the Board at any time for cause.

"Cause" in this section means an intentional act of fraud, embezzlement, theft or any other material violation oflaw that occurs during or in the course of the Superintendent's employment by the District; intentional damage to District assets; intentional disclosure of confidential District information contrary to District policies; breach of obligations under this Agreement; intentional engagement in any competitive activity which would constitute a breach of the duty of loyalty or of obligations under this Agreement; intentional breach of any District policies; the willful and continued failure to substantially perform the duties required as Superintendent of the District (other than as a result of incapacity due to physical or mental illness); willful conduct by the Superintendent that is demonstrably and materially injurious to the District, monetarily or otherwise; and any cause enumerated in Education Code Section 44932.

Dismissal for cause shall be effective upon action taken by the Board and all salary and benefits provided by this Agreement shall cease upon said action by the Board. Salary and benefits earned or accrued prior to said action shall be paid to the Superintendent within thirty (30) days of said action.

Should the Board terminate this Agreement for cause, the Board shall give written notice to the Superintendent and shall specifY the grounds for termination and the effective date. The Superintendent shall be entitled to counsel, at his own expense, at a conference with the Board to respond to the grounds for termination.

C. Termination by Board Without Cause

The Board unilatemlly and without cause may terminate this Agreement and the Superintendent's employment. In consideration of the Board's right to terminate this Agreement without cause, the Board shall pay the Superintendent's then current salary, for the remainder of the Agreement, but not to exceed a period of eighteen (18) months.

Upon termination of this agreement without cause, the Superintendent shall continue to receive the health and welfare benefits in Section 12, for the remainder of this Agreement, not to exceeding eighteen (18) months, or until the Superintendent finds other employment, whichever occurs first.

D. Non-Renewal of Agreement- Pursuant to the Education Code, section 35031, the Board may elect not to renew this Agreement, and/or not to reemploy the Superintendent upon the expiration of this Agreement pursuant to Education Code Section 35031.

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16. GOVERNINGLAW

This Agreement is subject to all applicable laws of the State of California and the lawful rules and regulations of the Board, as well as the regulations of the California State Board of Education. All such laws are hereby made a part of the terms and conditions of this Agreement.

17. SAVINGS

If, during the time it is in effect, any specific provision or clause of this Agreement is declared illegal or void under federal, state, or local law or regulation, the remainder of the Agreement not affected by such ruling shall remain in full force and effect.

18. STATUTORY CHANGES- CREDITABLE COMPENSATION FOR STRS

In the event a change in statutory law or STRS regulations operates to limit the intent of this Agreement to have all eligible amounts of compensation creditable for STRS purposes, any or all of such individual items of compensation may, at the option of the Superintendent, become part of the Superintendent's base annual salary.

19. PROVISIONS REQUIRED BY GOVERNMENT CODE SECTIONS 53243. 53243.1. 53243.2. 53243.3 AND 53243.4

To the extent applicable to school districts, this Agreement is subject to the provisions of Government Code sections 53243-53243.4 which requires reimbursement under the circumstances stated therein.

IN WITNESS WHEREOF, the parties have entered into this Agreement on the date hereinafter set forth.


By: By: Date Date

By: By: Date Date

By: Date

Acceptance

I hereby accept this Agreement for Employment and agree to comply fully with each and every condition thereof, and to fulfill fuithfully all of the duties of employment as Superintendent of Poway Unified School District.

Dated: -------- By:_~~~~~~~John P. Collins, Ed.D.

This Agreement was approved in open session by the Board of Education of the Poway Unified School District at a meeting duly scheduled and held on , 2014, at San Diego County, California

Attest: Clerk of the Board

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CERTIFICATED MANAGEMENT SALARY SCHEDULE 2016·2017

ASSISTANT PRINCIPAL 210 DAYS CEM 1 1 $102,374 2 $106,394 3 $110,571 4 $114,913 5 $119,424

DIRECTOR 210 DAYS CEM 3 1 $112,482 2 $116,716 3 $121,111 4 $125,669 5 $130,401

PRINCIPAL 210 DAYS CEM 4 1 $112,482 2 $116,716 3 $121,111 4 $125,669 5 $130,401

COORDINATOR 210 DAYS CEM 1 1 $102,374 2 $106,394 3 $110,571 4 $114,913 5 $119,424

*Longevity Increment:

Beginning of the 10th year.


Beginning of the 20th year:

Beginning of the 25th year:



Yearly Amount

$2,450

$4,900

$7,350

$9,800

$t2,250

$14,700

COORDINATOR. SUPPLEMENTAL SERVICES 243 DAYS CEM 6

1 $124,547 2 $128,110 3 $131,612 4 $135,110 5 $138,603

EXECUTIVE DIRECTOR 243 DAYS CEM 7

1 $134,499 2 $138,331 3 $142,155 4 $145,981 5 $149,801

PRINCIPAL on Special Assignment 220 DAYS CEM 8

1 $117,838 2 $122,274 3 $126,878 4 $131,653 5 $136,611

*Longevity

Years of Certificated Experience in any school district.

Effective July 1, 2016

All years of Certificated Experience from within and outside District count towards longevity increments

Earned Doctorate stipend is aligned to the Certificated collective bargaining agreement

Revised 10.13.16

0088


AGREEMENT Between

THE BOARD OF TRUSTEES OF THE WESTMINSTER SCHOOL DISTRICT

and MAIUAN IGM PHELPS, ED.D

TillS CONTRACT FOR EMPLOYMENT ("AGREEMENT" or "CONTRACT") is hereby made and entered into effective this 13th day of October, 2016 by and between the Board of Trustees of

- the Westminster School District ("District" or "Board") and Marian Kim-Phelps, Ed.D ("Superintendent").

NOW, TIIEREFORE, it is hereby agreed as follows:

1. Superintendent. Chief Executive Officer, and Secretary for the Board

Dr. Marian Kim Phelps is hereby employed as the District's Superintendent. She shall also be the Chief Executive Officer of the District and shall serve as Secretary to the Board.

2. Term of Employment

The term of this contract shall be for a period offour (4) years, commencing July I, 2016, through June 30, 2020, unless sooner terminated as herein provided. Should the Superintendent receive a satisfactory evaluation pursuant to this Agreement, or should the Superintendent not receive a formal evaluation during any school year, this Agreement will be extended for all. additional year, so long as the term of this Agreement does not at any time exceed four years, subject to Board approval as required by law.

3, Powers and Duties

The Superintendent's duties and functions shall include the following:

A. Serving as the Chief Executive Officer of the District and Secretary to the Board. The Superintendent shall be delegated all powers and duties necessary for efficient management and administration of the District to the full extent permitted by Jaw. All powers and duties which may be delegated to the Superintendent by the Board are to be executed in accordance with the lawful policies adopted by the Board at the earliest possible opportunity by the Superintendent. The Superintendent shall have the authority to organize and arrange the administrative and supervisory staff, including instruction, personnel, business and operational affairs, which in her judgment best serve the District. The responsibility for selection, placement and transfer of existing personnel shall be vested in the Superintendent. Employment of new personnel shall be rec9mmended by the Superintendent subject to approval by the Board. In the event the Board does not approve the Superintendent's personnel recommendations, the Superintendent shall submit an alternative recommendation.

B. Working with the Board, District personnel, parents wtd the public, to develop short and long range goals with clear criteria for determining effective achievement and evaluating outcomes.

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C. Representing the interests of the Board and the District in day-to-day contact with parents, other citizens, community and governmental agencies.

D. Providing leadership, guidelines and directions to ensure that policies related to curriculum, instruction, pupil personnel services, personnel, budget and business affairs are carried out.

E. Reporting information at least annually to the Board regarding student leaming, student achievement and test scores.

F. Reviewing all policies adopted by the Board and making appropriate recommendations to the Board for addition, deletion or modification.

G. Evaluating employees directly accountable to the Superintendent and overseeing the evaluation of other employees as defined by California law and Board policy.

H. Providing leadership and direction in planning and financing school facilities to meet growth needs.

I. Advising the Board and making recommendations regarding possible sources of funds which may be available to implement present or contemplated District programs.

J. Endeavoring to maintain and improve her professional competency by all available means, including reading appropriate periodicals and joining and/or participating in appropriate professional associations and their activities.

K. Establishing and maintaining effective community relations including effective relationships with the media. ·

L. Communicating openly, systematically and in a timely manner to the Board, staff and the community, and promptly informing the Board of critical issues or incidents.

M. Providing educational leadership to ensure quality teaching and learning.

N. Performing other duties and functions as assigned or required by the Board.

4. Evaluation

A. Performance objectives shall be reduced to writing and shall be based on the duties and responsibilities set forth in this Agreement, and any other criteria mutually agreed upon by the parties, and any criteria prescti.bed by the Board.

B. The Board shall evaluate and assess, in writing, the performance of the Superintendent at least once a year with a mid-year informal progress assessment. The mid-year progress assessment shall take place on or about January 31 of each year. The annual evaluation will be in writing and completed by June 30 of each year unless the Board and Superintendent agree upon another date. The Board shall establish a meeting to discuss this evaluation with the Superintendent The Superintendent's evaluation shall be based upon the duties outlined in this Agreement including prioritizing tasks and other goals and objectives established pursuant to Paragraph 3(A) above. The Superintendent annually shall inform the Board in a timely manner of the procedures and timelines for establishment ofpe1fonnance objectives and her evaluation.

Page 2 of6

0090


C. Lack of an evaluation conducted pursuant to this Pamgraph 4 shall not preclude the Superintendent from eligibility to salary increases as provided in this Agreement or have any effect on any other paragraph of this Agreement, unless otherwise specified.

5. Salary

A. Effective July I, 2016, the annual salary of the Superintendent shall be $257,428, as specified on Attachment A, attached hereto on Step 3, payable in twelve (12) equal monthly installments for 243 duty days, and any revisions therein duting the term of this Agreement The Superintendent shall receive step increases in each year of the Term of this Agreement beginning July I of each school yeru· (see Attachment A), subject to Boru·d approval. This increase shall be in addition to any other increases approved by the Board. Each annual step advancement is dependent upon a satisfactory performance evaluation from the Board for the school year immediately preceding the advancement date. In any year in which the Superintendent works less than a full work year, the annual salary will be prorated accordingly.

B. As with other certificated management salary schedules, the Superintendent will be awarded a longevity increase for each five (5) yeru'S of service, beginning at the completion of the I 0111 year of certificated service, including years of certificated service outside the district. Where only a portion of a year is served, annual compensation shaii be prorated.

C. The Board and the Superintendent expect the salary, including benefits to be reviewed from time to time during the term of this Agreement, and adjusted in order to provide a competitive and attractive salary to the Superintendent and to reflect the quality of services rendered by the Supetintendent. The Board therefore retains the right to adjust the salary of the Superintendent at any 'time during the term of this Agreement, any said adjustment to be effective. upon the date as established by the Board upon the date established by the Board consistent with Education Code Section 45032; provided, however, that said salary adjustment shall not reduce the annual salary below the figure stated above unless by common consent.

D. The Supetintendent's salary shall be increased by any generally applied compensation increase provided ·to any members of the certificated employee unit within the District, such as, for example, any increase for COLA, and one-time payment or other increase, on or off the salary schedule, in a percentage amount equal to the greatest amount of any such increase, which for this purpose shall be computed as a percentage increase to the existing salru-y schedule for the members of any such employee unit. Any adjustment in sal81)' other than the annual COLA aligned to the certificated collective bargaining agreement made dwing the life of this Agreement shall be in the form of an amendment, and shall become a part of this Agreement; provided, however, that by so doing it shall not be considered that Board has entered into a new contract with the Superintendent, or that the tetmination date of this Agreement has been extended. Except as herein pi'Ovided, any adjustment in salary during the tetm of this Agreement shall be only in the form of an amendment and only as mutually agreed to by and between the parties, and shall not operate as a termination of this Agreement ·

E. The Superintendent shall receive a doctoral stipend on the same terms as other members of the certificated employee groups.

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6. Vacation/Work Days

A. The Superintendent hereby agrees to devote her time, skills, labor and attention to said employment during the term of this Agreement, provided, however, that the Superintendent may undertake outside activities consisting of consulting work, speaking engagements, lecturing and other similar professional activities for consideration, consistent with Board policy and with the advance approval of the Board.

B. The Superintendent shall receive twenty-five (25) working days of vacation annually, exclusive of holidays and weekends. The Superintendent may accumulate and carry over a maximum of fifty (50) vacation days. Prior to June of each year of this contract, the Superintendent inay designate the number of days, not to exceed 15, for which she shall receive cash in lieu of acctued vacation. The Superintendent's accmed vacation shall be reduced by this number prior to July I, and before any vacation in the subsequent school year is accrued. Cash in lieu of accrued vacation shall be paid at the Superintendent's then-applicable daily rate of pay. If the Superintendent accumulates more than 50 unused vacation days, vacation accrual shall cease until the Superintendent uses the earned vacation days in excess of the fifty (50) days.

C. In the event of termination of this Agreement by the Board, the Superintendent shall be entitled to compensation for any earned and unused vacation at the salary mte on the effective date of tennination.

7. Fringe Benefits

A. The Superintendent shall be provided District-paid medical, dental, vision, and life insurance benefits on the same terms as are provided to other cettificated management personnel of the District. In addition, the Superintendent's rights to retirement medical, dental anc;l vision coverage to the age of 65 shall be subject to the same terms and conditions specified in the certificated Collective Bargaining Agreement in place at the time of her initial employment with the District, or, if she prefers, as specified in a subsequent certificated collective bargaining agreement in place during her term of employment with the District.

B. The Superintendent shall be provided with one (I) day per month sick leave of-absence, credited in advance for her current year's sick leave entitlement upon initial employment with the District. Earned sick leave may be accrued and accumulated as provided by the Education Code and Board rules and regulations.

C. The Superintendent shall be entitled to other fringe benefits that are provided to the certificated bargaining unit employees of the District.

8. Expenses

A. The District shall pay or provide reimbursement for any actual, business-related expenses incurred and paid by the Superintendent in the conduct of her duties on behalf of the District.

9. Membership Dues

A. The District shall pay the Superintendent's membership dues and actual or necessary expenses in the Association of California School Administrators (ACSA), Soroptimist International of Westminster, and any other professional or community organization(s) as approved by the Board.

Page 4 of6

0092


The Board encourages the Superintendent's attendance at local, state, and national meetings, seminars and courses offered by public and private institutions, and informal meetings with other persons whose particular skills or backgrounds would serve to improve the capacity of the Superintendent to perform her professional duties.

10. Termination of Agreement

A. Termination by Mutual Consent: The District and the Superintendent may, by mutual agreement expressed in writing, terminate this Agreement at any time.

B. Termination by the Board: The Board unilaterally and without cause, may terminate this Agreement and the Superintendent's employment. In consideration of the Board's right to terminate this Agreement without cause, the Board shall pay the Superintendent's then cmTent salary for the remainder of this Agreement or twelve (12) months, whichever is less, consistent with Government Code Sections 53260 and 53261. This provision shall not operate to divest the Superintendent or preclude her from receipt of any vested benefits she may otherwise be entitled to as a result of her tenure with the District.

Upon termination of this Agreement pursuant to this paragraph, IO.B, the Superintendent shall continue to receive the health benefits to which she was previously entitled, for twelve months, or until the Superintendent fmds other employment, whichever occurs first in accordance with Government Code Section 53261.

C. Termination for Cause: The Board may terminate the Superintendent for cause based on material breach of this Agreement or any of the grounds set forth in Education Code Section 44932. In such event, the Superintendent shall receive a statement of charges setting forth the basis for this termination and be provided an opportunity to respond to the Board in closed session. The Superintendent shall have the right, at her own expense, to have a representative of her choice at the conference with the Board. The conference with the Board shall be the ·Superintendent's exclusive right to any hearing otherwise required by law.

D. Non-Renewal of Contract: Notwithstanding any other provision of this Agreement or the policies and regulations of the Board, the Board may elect not to renew this Agreement and/or not to reemploy the Superintendent upon expiration of this Agreement pursuant to. Education Code Section 35031. In such event, the Board shall provide the Superintendent with forty-five (45) days' written notice in advance of the expiration of her term of employment. If such written notice is not provided, the Superintendent is deemed reemployed for an additional one-year term under the same te1ms and conditions as set forth in this Agreement.

R Notwithstanding any other provisions of this Agreement, the Superintendent shall have the option to terminate this Agreement by providing the Board with a written notice of intent to terminate. This notice shall be provided no less than sixty (60) calendar days prior to said termination date. The Superintendent and Board may mutually agree to a termination date of less than sixty (60) calendar days.

F. Reimbw·sement of Cash Settlement: If this Agreement is terminated, any cash settlement paid to the Superintendent upon termination shall be fully reimbursed to the District by the Superintendent if the Superintendent is convicted of a crime involving an abuse of office or position.

Page 5 of6


G. Tenninalion lol' .Inill212rQpria.tc [:j,.ycal Prac!ices: Notwithstnnding any other provision of this Agreement, ifthc Board believes, and subsequently conlinns through an .int!Gpenclent audit, thal the S uperintcndcnt has engaged in fraud, misappropriation of funds, or other iJ legal fL~ca! Jlrac.:ti ccs, then the Superintendent shall not he entitled lo an)' cash, salary payments, he-alth benefits, or other non-cash settlement.

H. The BDard agrees it shall defend, hold harmless und indemnify the Superintendent fi.·om any and ull demands, cluims, sui is, actions, und lcgui proceedings brought against the Superintendent in her individual capacity, for any act:; arising out of her employment, or in her official capacity as agent and employee ot' the District, except for civil, criminal or adminisualivc actions initiatc:d by the Board itself, provided that the incident arose \Vhile the Superintendent was acting within the scope of her employment, and did not act or fail to act because of actual frai.;d, eorruption or malice. Nothing herein shall be construed to prohibit the District from accepting the defense of any matter under reservation of r ights ns permitted by Government Code Section 825. The Superimenden( agrees to reasonably c:ooperate in good faith i;1 the defense of any claim or action.

11. GOV.ERNING LAW

.A. 'D1is Agreement is subject to all applicable laws of the Siotc of California, the rules and regulations of Lhc California State Board of Education, and the rules nnd regulations of the Board of Trustees of the Westminster School District Said laws, rules and regulations are hereby made a pmi of the terms and conditions of this Agreement as thongh fully set forth herein.

12. SAVINGS CLAUSE

A. l f any provisions of this Agreement nre held to be contrmy to raw by finn! legislative uct or by a court of competent jurisdiction, inclusive of appeals, if any, such provisions will nN be deemed valid and subsisting except to the ex·~cnt permitted by law, hut all other provisions will continue in full force and effect.

13. COMPLETF; AGREEMENT

This Agreement is the ful l and complete Agreement between the parties hereto. l>.ny ame:ndm~nts, modifications, or variations fi·mn tl:e terms of this Agreement shall be in wdring and shall be effective only upon approval of such amendment, modification, or variation by the Board and the Superink11dent.

WHEJU~FORE, the partie:;; to this Agreement enter into said Agreement as of October 13, 20 J 6, and subject to ratiJicatioli by the Bored ofTru;;aeG!i ofthe Westminster School Di$trict.

... / {? . ' . /' · ~~~~; Ph~fiJ.J5~_:;;~·~::~=~~--- n;~/' ~/ /"-~ c . / (:;;.,

WESTMf.NSTER SCHOOL DlSTRICl BOARD OF TRUSTEES l /-·-?

' / / '

lh: \c_,.l.-1 ... ./ ;l./ .... 1 ~:~~7on Pe><;~~:,-Presicient ·--.- ·-··-····

Page 6 of6

0093


Attachment A

Westminster School District Superintendents Solarv Schedule

Marian Kim Phelps- July 1, 20:1.6

---'~·····" ··----~-- --·-··· ·--··------~········--···-1 I STEP l ANNUAL SALARY · l I L-- ···--·- - ·- - ·""·W""' '··- · : -~ ~---·---~--~--...... ...1.

j l I $242,651 i l _ ____________________ L·----~-------- ---------------

l- ~---~--- i :::::::~---~- -j l~------------ ·----~~- -~ 14 \ $265,151 ! r - ~ -------

1$273,106 ---------------{

·---~ l~------- ----------------4 16 -~l-$281,299 ________ __ j

IN WITNESS WHEREOF, the parties have agreed upon the salary schedul~ set forth

Date

~_,-;-

Marian Kim Phelps, Ed.D. (/

0094

0095


CONTRACT OF EMPLOYMENT

BETWEEN

ALPINE UNION SCHOOL DISTRICT

AND

TOM PELLEGRINO

This Contract of Employment is entered into by and between the Governing Board of the ALPINE UNION SCHOOL DISTRICT (hereinafter referred to as "Board") and TOM PELLEGRINO (hereinafter referred to as "Superintendent").

The Contract of Employment is entered into pmsuant to California Education Code section 35031 and other applicable law. This integrated Contract of Employment supersedes entirely any other Contract of Employment and all amendments thereto that may exist between the parties entered into prior to the ratification of this Contrsct of Employment.

The Board and the Superintendent hereby agree and promise as follows:

L

The Superintendent is employed by the Board as a certifi~ated employee in the position of Superintendent for a term of four years. The term of this Contract of Employment shall be October 1, 2012 through September 30, 2016. Each successive term of the contract, if any, shall run from October 1, 2016 and extend for one calendar year.

Regardless of the term of this Contract of Employment, if it is terminated for any reason, the maximum cash settlement the Superintendent may receive, inclusive of all claims that may be pending against the District, shall be an amount equal to his monthly salary multiplied by the number of months remaining on the unexpired term of this Contract of Employment However, if the unexpired term is greater than 18 months, the maximum cash settlement shall be an amount equal to the monthly salary of the Superintendent multiplied by 18. Any cash settlement shall not include aoy other noncash items. Cash paid in exchange for opting out of health and welfare benefits shall be considered salary for the purposes of this section. The intent of this provision is to satisfy the requirements in California Government Code sections 53260-53264, and shall be interpreted consistently with these statutes.

Pagel of7

0096


D. SALARY

1. Since Joly I, 20 II, the current salary is a resolt of the Superintendent voluntarily amending his compensation by taking a reduction of 4.73% from his base salary of $153,750.00 in order to maintain parity with reductions taken by other stakeholders. A1; of the date of this successor sgreement, the Superintendent's current, downward adjusted slliazy continues to be $146,477.63. In light of the dire fiscal situation of the Stste of Clliifomia and the resulting challenges to the Alpine community and the employees and students of this District, the Superintendent decided to take this reduction in compensation to provide equity between the chief executive officer and other interested parties who have made and will make sacri1ices in the future. The annulli slliary will be paid in 12 equlli monthly instllilments in accordance with the policy of the Board governing payment to other proressional staff members in the District The Board reserves the right to adjust the annulli base slliary, with any adjustments to be effective the commencement of the first calendar month following the Board's action, provided the annulli base salazy may not be adjusted downward except by mutual consenl

2. Any adjustment in salary made during the life of this Contract of Employment shal1 be in the form of an amendment, and shall become a part of this Contract of Employment By so doing, the Board shall not be deemed to enter into a new Contract of Employment with the Superintendent, and the termination date of the existing Contract of Employment shall not be extended thereby. However, the Board may, by specific action and the consent of the Superintendent, extend this Contract of Employment at any time.

3. The Superintendent may render professional consulting services on request by the District at his daily per diem rate, cllicolated based on the annulli salary provided in this Contract of Employment and a 260-workday per yesr divisor.

4. At the conclusion of each school yesr of the Superintendent's employment, the Board shall consider and vote on whether to increase the Superintendent's salary in any subsequent yesr covered by this Contract ofEmployment

5. Among the considerations of the Board in determining whether to extend the Contract of Employment or increase the salary of the Superintendent shall be the Superintendent's performance as determined by the gollis and objectives set by the Board. The Board and Superintendent shall meet during the first three months of this Contract of Employment to fix the gollis and objectives.

m TRAVEL AND EXPENSES

The Superintendent sball receive a monthly stipend of $300.00 for necessazy travel expenses incurred in the performance of services for the District within the scope o~ his employment lbis Bilowance does not include reimbursement for the expenses of conventions. Reimbursement for conventions shllil be on the basis of separate claims for each convention approved in advance by the Board and attended by the Superintendent

Page2of7

0097


IV. DUTIES AND RESPONSIBll.ITIES

I. The Superintendent is a management employee of the District and is the chief executive officer and the secretary to the Board subject to the authority of the Board. The Superintendent shall hold all credentials necessary for his position. Failure by the Superintendent to maintain all credentials necessary for his position shall be interpreted as a material and substantial breach of this Contract of Employment The Superintendent shall faithfully and competently perform all duties and responsibilities required by the Board and/or applicable and relevant law during the term of this Contract of Employment provided, however, that the Superintendent by agreement with the Board obtained in advance, may undertake consulting work, speaking engagements, writing, lecturing, or other professional duties and obligations. Pursuant to Education Code section 35161 the Board delegates to the Superintendent only those powers and duties specifically and clearly stated in this Contract of Employment, adopted Board Policies or other actions of the Board referenced in official minutes of the Board.

2. The responsibility for selection, placement and transfer of personnel shall be vested in the Superintendent, subject to approval by the Board. The Superintendent will have the responsibility, subject to approval by the Board, to organize, reorganize and arrange the administrative and supervisory staff; including instruction and business affairs, so as to best serve the District The Board, individually and collectively, will inform the Superintendent of criticisms, complaints and suggestions relative to the administration of the District.

V. VACATION. HOLIDAYS. AND SICK LEAVE

a. In each school year of this Contract of Employment, the Superintendent shall receive 29 working days of vacation, exclusive of employee holiclays and weekends

At the beginning of each school year during the term of this Contract of Employment, the Superintendent shall notify the Board of the Superintendent's anticipated schedule for use of vacation days during that year.

Accrued vacation is limited to SO days; once accrued vacation reaches the maximum of SO days, no further accrual shall occur until the Superintendent has used at least 5 accrued vacation days. Subject to this maximum accrual, earned vacation shall accumulate from year to year. The Board, at its discretion, may pay the Superintendent the cash value of some or all of the Superintendent's accrued vacation to limit the amount carried over from year to year.

Upon the expiration or termination of this Contract of Employment, the Superintendent shall be entitled to compensation for all accrued and unused vacation days at the then-current salary rate.

b. The Superintendent shall be afforded all holidays provided to employees of the District pursuant to Education Code section 37220, and any additional local

Page3 of7

0098


holidays approved by the Board for 12-month employees at the time the annual calendar is adopted.

c. The Superintendent shall accrue sick leave at the rate of 12 days per year at the rate of one sick leave day per full calendar month of service. Sick leave shall accumulate from year to year without limitation as provided by state law and any applicable Board Policy.

HEALTH AND WELFARE BENEFITS

I. In lieu of participation in the District's health and welfare benefit plans, during the term of this Contract of Employment the Superintendent shall receive an annual payment of $1,000.00.

2. The Superintendent shall submit to a fitness for duty e"amination by a licensed medical provider of his choosing, and at District expense. A report regarding his fitness shall be forwarded to the Board President by June 30 of each year of this Contract of Employment The report shall specifically state whether the Superintendent has any medical condition that would impair his ability to perform the essential functions of his position, with or without accommodation.

VL DUES AND MEMBERSHIPS 1N ASSOCIATION§ AND ORGANIZATIONS

l. The Superintendent shall have his dues paid by the District for membership in the Association of California School Administrators (ACSA), the Association for Supervision and Curriculum Development, and a civic orgllllization of his choice paid by the District.

2. The Superintendent also may attend appropriate meetings at the local, state and national level, with the e)Cpenses of such attendance to be paid by the District.

Vll. EVALUATION PERFORMANCE OBJECTIVES

l. Following the first increment of this Contract of Employment, by September 30 of each school year, the Board and Superintendent shall agree upon a limited number of objectives that shall be used to evaluate the Superintendent's performance. These objectives shall reflect established goals and needs of the District with regard to the education program, personnel, operations, management, community relations, Board-Superintendent relations, and professional leadership. For each objective, the Board and Superintendent shall identiJY in writing the activities to be performed, expected results and timeliness, and resources or constraints that may affect achievement.

2. By June I of each year, each Board member shall independently rate the Superintendent's performance for that school year in each performance objective. The Board shall meet in closed session to discuss these evaluations.

Page 4 of7

0099


The Board shall examine all Board members' ratings and reach a consensus as to each performance objective. The Board president or designee shell then develop a single evaluation illustrating the Board's collective judgment of each objective, and provide a copy to the Superintendent.

By June 30 of each year, the Board shall meet in closed session with the Superintendent to discuss the evaluation. The Superintendent and Board members shall agree upon and sign an evaluation summary.

Additional evaluations may be arranged at any time during the school year at the request of either the Board or the Superintendent.

VllL TERMINATION OF AGREEMENT AND/OR EMPLOYMENT

1. Both the Board and the Superintendent acknowledge that the employment relationship between the Board and the Superintendent is very important to the District and must include mutual professional respect and cooperation. Both the Board and the Superintendent also acknowledge that this employment relationship is a professionally intimate one that may evolve to a status where it should be terminated even though no fault may be attributed to either party. Finally, both the Board and the Superintendent acknowledge that any termination of a Contract of Employment may have an adverse impact on the Superintendent's reputation as an administrator and/or as an educator. In light of these acknowledgments and with full knowledge of their legal rights and obligations under applicable law, the Board and the Superintendent hereby agree to the following specific and complete conditions whenever the Board determines within its sole discre1ion to end the employment relationship.

a The Board at any time, within its sole discretion, may terminate thls Contract of Employment and the Superintendent's employment as an administrator and as a permanent certificated employee, by giving at least 60 days' prior written notice to the Superintendent

b. On the last date of his employment, after receiving the above-referenced written notice, the Superintendent shall receive from the Board a lump sum amount equal to his then-current montbly salary multiplied by the number of months remaining on the term of this Contract of Employment. In accordance with Section I of this Contract of Employment and the California Government Code, however, the maximum amount shall not exceed 18 months. Taxes and other required deductions will be made on the amount Acceptance of thls lump sum amount shaD be interpreted as a voluntary resignation by the Superintendent from his employment with the District The Superintendent agrees that the payment of this single lump sum amount completely releases and discharges the District from all claims and causes of action the Superintendent may have against the District The Superintendent agrees that the payment of thls single lump sum amount is sufficient and fuJI consideration for his termination of employment from the District and for his loss of aD rights as a permanent certificated

PageS of7

0100


employee. The Superintendent also fully agrees that if he should file any clwm or cause of action against the District related to his tennination of employment, he must immediately repsy the entire lump sum amount to the District

2. In the event the Board determines not to reelect or reemploy the Superintendent upon the expiration of this Contract of Employment, the Board shall give written notice at least 90 days prior to the expiration of this Contract of Employment The Board and the Superintendent agree that this provision is intended to implement the notice requirement in Education Code section 35831 except that the notice of non-reelection or non-reemployment shall be given at least 90 days prior to the expiration of this Contract of Employment The Board and the Superintendent also agree that if the notice requirement in Education Code section 35031 is amended to be longer than 90 dsys, such longer period shall be applicable to this Contract of Employment

If the Board provides timely written notice of non-reelection or non-reemployment under this provision, and the Superintendent has satisfied the statutory requirements for status as a pennanent certificated employee of the District, the Superintendent either (I) shall be reassigned to a teaching position for the foUowing school year, or (2) msy, at his option, accept the lump sum amount descnoed in provision 1, immediately above. If the Superintendent wishes to choose option (2), he must so notify the Board in writing at least 30 days prior to the expiration of this Contract of Employment The Superintendent fully agrees that if he should choose this option, he vo!Witarily waives aU rights as a permanent certificated employee of the District Acceptance of the lump sum amount shall be interpreted as a voluntary resignation by the Superintendent from his employment with the District The Superintendent agrees that the payment of the lump sum amount completely releases and discharges the District from aU claims and causes of action the Superintendent may have against the District The Superintendent fully agrees that the payment of this lump sum amount is sufficient and full considemtion for his termination of employment from the District and for his loss of aU rights as a permanent certificated employee. The Superintendent also fully agrees that if he should file any claim or cause of action against the District related to his termination of employment, he must immediately repay the entire lump sum amoWit to the District

3. Notwithstanding provision I or provision 2 immediately above, the Board reserves the right to terminate the Superintendent's employment as a peillllliient certificated employee pursuant to the reasons and the procedure authorized by law for the termination of permanent certificated employees. Any such termination as a permanent certificated employee shall terminate this Contract of Employment, and the Superintendent shall not receive or be entitled to receive the severance pay and benefits in provision 1 or provision 2 immediatelY above.

4. This Contract of Employment msy be amended or tenninated at any time with the written mutual concurrence of the Board and the Superintendent

S. Should the Superintendent voluntarily seek full-time employment outside of the District during the term of this Contract of Employment, and become a bona fide finalist

Page 6 of7


for full-time employment outside the District, the Superintendent immediately shall so notify the Board in writing.

IX. MISCELLANEOUS PROVISIONS

1. All promises contained herein are severable and m the event any of them shall be held invalid by any court of competent jurisdiction, this Contract of Employment shall be interpreted as if such invalid promise(s) were not contained herein.

2. This Contract of Employment is subject to all applicable laws of the State of California, to the rules and regulations of the State Board of Education. and the policies of the Board. Said laws and policies are hereby made a part of the terms and conditions of this Contract of Employment as though fully set forth herein.

~~BOARD TOM~ DATE

Page 7 of7

0101

0102


CONTRACT FOR EMPLOYMENT OF SUPERINTENDENT BElWEEN

TilE CORONADO UNIFIED SCHOOL DISTRICT AND

JEFFREY P. FELIX, ED. D.

THIS AGREEMENT Is hereby made end ente111d Into this 2/j., day of Juns, 2015, by and between the BOARD OF EDUCATION ("Board") of CORONADO UNIFIED SCHOOL DISTRICT ("'Oslrlct") and Jaffrey P. Felix, Ed.D. ("Superlntendanr or "Dr. Felix").

NOW, THEREFORE, It is hereby agreed as follows:

1. Sup!!!lntendent and Chief ExecutiVe Officer. and Secretary for the Board:

Dr. Felix is hereby employer:! as the Dls1rlora Suparlntsndent. Dr. Felix also ehaU be the Chief Execu11ve OH!oar of lhe District anr:l shaD serve as Secretary to lha Board. By aoceptlng this emplOyment, Dr. Felix agrees to r:IBYO!e his full-time, beat efforts and ablDUes to parformlng lhe r:luUes and responslbmUes as provided hareln or as assigned to the Superlntenr:lenl from Uma to Ume by lhe Board.

2. Tenn of Ern!!lovment

The term of lhls Agreement shaD ba from July 1, 2015,1hrough June 30, 2018

3. Ganaral Terms and Cond!Uons ofErnp!Oymsnt:

This Agreemsnt Is sub)eol to all applicable laws of the State of Callfvmfa, and lha ndee anr:l regulallons of lha California Slala Board of EducaUon and policies and regulaUona of lhe Board and lha District. Said laws, rules, policies anr:l regulaUons are hereby made a part of the tenns and conr:IIUons of this Agreement as though hSillln sat forth.

4. Powers and Dudes:

The Superintendent shall be the Chief ExacuUva Of!loar of the District and shell serve under the dltactlon of lha Board. The SuparlntendantahaD perlonn all of the powers and duDes of a Superintendent of Schools In acoordiii1C8 wHh the laws, rules, policies and ragulaUons set forth above. All powars and dulles legaRy delegated to the Supsrlnlendenl are lo-ba executed In accordanos with the poDclea adopted by lhe Board, lnclur:llng s1r1t:t adherence to Board Polley and Exhlbtt 4319.21, Pmfesslona/ Standal!la, which are lncorponated herein by reference. Acta thai require retlflcation by the Board shall be referred to the Board at lha aarDaat opportunity.

The Suparlntendant shall devol& his enUna productive time, ability, and aUenUon to the business of the Dlslrk:t and shall be available twenty-four houns a day for that purpose, except as otherwise provided below.

The SUparlntendenfs duUas and fwlcllons shall Include the following:

A. The Superintendent shall ba delegaled all powans and duUes necessary for efficient management and edmlnlslrallon or the District 1D lha full extent permllted by law. The Superintendent shall have the authority to organize and arrange the edmlnlstrative and suparvlsory stall, Including Instruction, buBinsss, end opanational affairs, which In his best judgment bast serves the District. Employment o1 new pensonnel wiU be recommended by tho Superintendant subject to approval by tho Board. Tho responslb!Uty for oelecUon, placeman~ and transfer of existing pen;onnal shall be vested In the SuperlnlendsnL In the evenllha Bosrcl does not approve the Suporinlendent's pensonnel recommsndaUona, the Superintendant shaD submit an altemallve recommendation for Board appraval.

B. Work wllh lhe Board, Dlslrlcl pensonne~ parents and the public, assist In development of short- and long-nmge District goals. Criteria for dalerrnlnlng effective achievement and evalusUng ouloomes may balnoorponated Into lhe goala and objectives of the Dlstrtcl's strategic plan.

0103


C. Represent the Interests of the Board and the Olstrlct in day-to-day contact with parents, olhar ctllzens, comnwnlly and governmental agenclss.

0. Provide leadership, guidelines and direction to ensure that policies ralalad to amiculum, lnslnlcllon, pupil persCIMel services, personnel, budget and business effalrs are carried out.

E. Report regularly to the Board Information reganfing atudentleamlng end an anslyale of student achievement and test &COlli&.

F. Review ell paDcles adapted by the Board and make approp~ete recommendations to the Board for additions, daletlons or modlflcaUons.

G. . Evaluate employees dlreclly accountable to the Superintendent and aveJSBe the evaluauan of other employees as dellned by eeuromla law and Board policy.

H. Provlda leadership and diructlon In planning and tinenclng school facfiiUea.

1. Advise the Board and make recommendations regarding possible sourt:eS of lunda thai may be available to Implement present or comempleled Olstrtct programs.

J. Endeavor to maintain and Improve the Supe~ntendent's professional competency Including raadlng appropriate pa~odlcals and joining and/or partlalpaUng In appropMte professional BBSoclattona and their eeUYIUas.

K. Eslabllah and maintain effective community ralaUons Including effective relationships wHh tha madla.

L Cornmunloate openly, aystematlcelly and In a Umaly manner to an membera of the Board, staff and the community, end promplly Inform en Board membere of crlllcal Issues or lncldenla.

M. Provide educaUonsllesdershlp to ensure quality teaching and laamlng.

N. UniBSS unavoidably data!ned, or otherwise diii!Cted by lha Board, attend eO regular, epaclaland exaaulhrs sasalan meetings of the Board.

0. Sarve as a Oalson ID the Board with raspsct to all maUars of employer...,playee relations and make racommendeUons ID the Board concerning thOSe maHera.

P. Perform eO other dulles and functions as assigned or required by the Board.

5. Baard-Supe~ntendent Relations:

The SUpe~ntendent shall work with the Board In developing and maintaining a spb1t of cooperation and teamwork. Ths Board shell be rasponslble for formulating end adopting policy and far taking action on mettara the~ by law, raquiJ8 Board action. Administrative rasponslblllly and commensurate authority for . admlnlste~ng the school system wiD be delageted by the Board, as ths Board deems approp~. to the Suparlntendanl The Board shall provide the Sup~ntandent with opportunities, as the Board and/or Suparlntandant deem necessary, to discuss Baard-Super!ntandant relationships as they relata to the Board's producllvlly and the effectiveness of the Supa~ntsndenrs laederahlp.

The Board recognizes that Ilia a collacllve body and each Board mambar recognizes that hlsJher power ns e Board mambar Is de~ad from the oaOacllve dallbaretion end action of tha Board as e whale In e duly conslllulad meeting. Ills understood the! the Superintendent takes dlrecUon from the Board as e whole and not from lndMdual membara. Individual Board memblllll wtU not give diJ8oUan to the Suparinlsndent or any ataf! member ragardlng the management of the Olstrlol or the solution of apeclftc problams. Purauant ta Board protocols and Bylaws, the Board wfil rafar crtUclsms, complaints and suggestions broUght to the attantian of the Board or any member thereof to lha SUpsrintandant. It Is the Superlntandanrs rasponslbmty to ahara wHh the President any algnfficenl Ham brought to him by an lndMdual Board mambar.

2

0104


The Boan1 shaD hold the SUparlntsndant accountable to manage the District consistent with Boerd-appnwed poDctes, which eatabUsh the Board's expactaUons. It Is through Board PoUcy and official Board action that the Board gives direction to the SUparlntendenL

The Superintendant wiD be held responsible far establishing programs and services and for managing lha Dlstrlct to meet the Board's expacted outcomes, Including the provision of dala from which the Board can evaluate the DlatrtCI's achievements. Thus, the Board by exercising JIB governance and poUcy-maldng role can be assumd thalli datermlnas what ~ Is tha District should accomplish end whalher, In tact, lhe Dlstrlct Is sccompDehlng II.

6. E!valua!lons;

A. The Board shell formally evaluate and aaseas In writing lha perfOrmance or tha Suparlntandant at least once a year. Said evaluotlan and assessment shall ba reasonably mlatad to the duUaa of lha Superlntandant and the goals end cbjectlvae of tha District for tha year of tha avaluaUon. Tha annual avaluaUon shell be In writing end shell be c:cmplaiBd by June 1~ of each year, unless the Board end Suparlntandent agme upon another dale. The Board shall hold e special meeang to dlscuas the formal ewluaUcn W~ the SuparlntsndanL Hcwavar, discussion or renewal or exiBnslan of the Supertntandenfa c:cntract shell occur only In s regular maaUng. Upon request of ths Supartntandsnt, ths Board shall also devote a portion of, or all, of ons msaUng annually to s discussion of ths wOiklng mls!lonshlp between ths Superlntandsnl and ths . Board.

B. On or befllm SeptBmber 1 at of each year, the Board and Supertntandent shell mast end establish goals, objadlvae end meaaurabls oull:omes for the current year. Prlor to meeting, the Suparlntandsnt shall submll proposed wrltlen goals, objedlves end measurable cutcamss to the Board. Ths proposed goals, objactlvea and measurable outcomes may be revised by the Soard following consultation with the SUperlntendsnl Ths flnal gcsls, objectives end meesurabls outcomes shall be reduced to writing, end will be among the crltarla by which lhe Supsrlntendsnt Is evaluated pursuant to this section.

C. Ths evaluation format shall be reasonably objective end shall contain at lees! the following evelueUon crtterte; Board/SupsrlniBndsnt rale!lons, cammu~ ralaUans, stall and persomsl relations, educattcnel programs, business end financial metiers, and professional end lesdslllhlp devslapmenL In January of each year of this Agmemsnt, the Supsrlntandant BheU provtde a wrltian and oral report to ths Board regarding progmss IDwards said goals. objectives end measurable outcomes and ths Board shaD conduct an Informal midyear performance review. Al his annual BlllliuaUan, ths SuparlniBndanl will meat ths goals, objectives and measurable outcamas sal by the Board and Superintendant In September. Tha Supertntendant'a evalue!!on and BSS8SIIlTIBRI of perfOrmance, Including evaluation criteria and psrtormance goals, objectives and measurable outcomes. shell bs prtvats and c:cnftdsndel and shell not bs considered part of ths Supsrlntandsnt's employment agmsmsnt for purposes of public dlsclasum In response to a Public Records Act request under Government Cads section 6250, unless disclosure Is Otherwlsa mqulnld by law.

D. If the Beard concludes that the Supertntendanrs psrtormanca Is unsatisfactDJy, ths Board shall provide, In wrlUng, specHic areas wham Improvement Is n!qulred and wrftlsn recommande!lons for Improvement. SUch written 18C0mmendallcna and spaclflca!lons for lmprovsmsnt shell be provtded within 30 deye of the date of the evaluation.

7. CompensaUon:

A. effective July 1, 2015, ths Superintendent's annual salary shell be Two Hundred T-lw Thousand Four Hundmd Dollars ($212,400). The Superintendent shall be paid In lwslvs (12) spproxlmataly squat monthly lnstellmenta.

B. The Superlntandsnl will nat receive s baYs! allowance. Instead. the $200 par month travel allowance previously provided to ths Supsrlntsndsnt Ia permanently restructured Into the Superlntandent's salary, and Is Included In ths Suparlntendenrs annual salary of $212,400, as authorized by and In accordance with Title 5, sa etlan 27600 of the California Code of Rsgulstlana.

C. Ths DlstJict wiD dlsc:cnUnua making peymeniB to a tax shsiiBrad annuity or suppmmsntsl -·"'~"''!'en~ plan-~.~~~~.~~-the Supartntendenl _The"". paym_s!:'._IB..!.~.'.'I~h th~ District previously mads ~ .. ~!

3

0105


2011·12, 2012·13, 2013-14, and 2014-16 school years, ware lnl&nded, In part. to provide the Supllllnlllndentwlth aggragats annual a1111111ge compensation whldl was within ths general range of that provided to superlntendenls In like schaol dlsllfciB within the geagraphic IIIUB of the District. In the lnlllrasl of canllnulng to provide ths Supertnlllndent with cammansuiBIB campenaatlon earnable by aupertntendanls In like school diBII!ciB Within lhs gaagraphlc eras of ths District, the most necent and final District payment of $35,000 (provided for tha 2014-16 schaol year) Is permanenuy reslnJctured Into the Supertntandenrs salary, and Is Included In the Supertntandenfs annual salary of $212,400, as autharlzed by and In accardance with TIUa 5, section 27800 of the Cellfomla Coda af RsgulaUons.

D. Subjact to a saUsfactory ovaluaUcn far the pnecedlng year, the Supertnlllndenrs salary may be Increased by up to 1.5% annually. The Board and Superintendant recagnlza the nature of lhs Supertnlllndan~s role Ia unique among all af the Dlstrlcfs employees. Accardlngly, the Baanl may, In liB dlscreUon, approve an additional salary edjustmenl(s) during ths term of this Agraemen~ aver and beyond 1.5%, baaed an consldereUOn af other factors. Any canolderaUon of a salary inciBBBB· shall be dlacussed In closed sa salon at a regular meeting af the Boen:l.

E. Any adjustments In salary durtng the term af this Agresnient must be mutually agreed to In wrfUng, shaD taka the fonn of a written amendment harato appltiVed In open session during a regular meeUng af tha Board, and shall net operata as a tarmlnaUon or Increase the term af this Agreement

B. P!Ofass!Dnol SehBdula. F!looo Bane!jlo and Sick beaye;

A. Tho Super!nlendant Is a fuii·Ume management employee, required to render twalve (12) months af fllti and regular service to the Dlstrtct durtng eaCh annual period cavemd by this Agreement

B. The Suportntendent shaD be endUed to taka au paid holidays provided other District managsmerrt employees.

C. Tho Superintendent shall be enUUad to receive the same haalih and wolfara benoflts package that Is provided to other fui~Umo District caritflcallld admlniatraUva employees. If lha Superintendant remains employed as the District Supertnlendent unUI he reUras from the State Teechara ReUramant Syatam ("STRS"), tho Superlntendont shaD be enDUed to racalve tho same heelth and wolfara benefits package that Is provided to oDglblo IUtJ.tlme omplojeas In tho District's cerUflcsled bargaining unit, and at no cost to lha Suportntandent, which shall conUnue unUI tho Superintendent Is covered by Modlcera or reaches age 65, whichever occurs first

D. Tho Supertntendentohal! be enDUed to 22 days af vacation, exclusive of holidays, whiCh shall accrue at a rate of 1.83 days par month of aervlca. Each achcol year, the Suporintandent may use his current year's vacation enUUemenl In advance af Its actual accrual; howevar, shculd lhs Supertntendanrs employment terminate for any reason before that used vacaUcn has accrued; the compensation previously paid to him for his use of un-accrued vacaUon will be deducted from his final paycheck. Tho District pmfars that the Suportntendent taka his elicited annual vacaUon days every year, hcwavar, H Is racagnlzsd that there may be unforeseen ctrcumstancas that may lnhlbft tho Supe!lntandant from taking aD vacaUon days durtng the achcol year. Therefore, for tho duration of this Agreement, unused and unpaid vacation daye shall accrue up ID a maximum af thirty-six (36) days. Once the maximum of thirty-six (36) vacation days has accrued, further accrual of vacation days will ceeos until accumulated vacauon Is used so as to reduce the ·number af unused accumulated days below thirty-six (36). At that time, vacation accrual will recommence, unUI a maximum accrual af thirty-abc (38) days Is again reached. The maximum accrued and unused vacaUon deye far which the Superlntendant will be paid upon raUreme~ res!gnaUcn, or termlnaUon shall be thirty-six (38) days.

E. Tho Suportntandenlehall be crad!!ed annuoDy with tan (10) days of sick leave. Use and accrual af sick leave shall be In accordance with AdmlnlatreUve Regulation 4361.1 end applicable law.

F. When the Suportntendent will be absent for n ... (5)or more conoecuUve deys afworic, ha shall place such request on a regular moaung agenda for advance Baerd approval However, In the event af an emergency or en absence that wiD occur before the next Board meeUng, the absence wDI appear on a Beard agenda for canolderaUon and/or raUflcaUon. In the event the Supertntandont Inlands ID be absent for flvo (5) or more cansecuUve days of work, ha shan notify the Baerd via small of his Intent to be absent as soon as pracUcebJe •

.. ~--- ---· --·····. --. ~ .. ------------ . ---·--------·-····----·-··-- ···--·- --·-·------------- ... 4

0106


G. The Supedntendant shall pay his (employes) share of STRS snd the Dlslrici will pay Its (employer) shsru of STRS.

9. Exnenses:

A. In accordance with District poOcles end regulations and eppDceble law, the District shall pay the Superintendent for ell actual end necessary e~q~enses; Including II'BVel expanses Incurred while performing dey-11>-day dUUes on behalf of the Dlsti!DL

B. The Board encourages the Superintendent to participate In professional and community · organizations and scUviUas, The District sheD pay the Superintendent's membership dues end other raqulrud

91q19n&I!S with membership lor one service club, the AssoclaUon ol California SchDDI Admlnlstrat!lrs (ACSA), end the lntsmaUonsl Soclsty lor Technology In Educstlon (ISTE) end Its nalstsd orgenlzaUons (NECC, SD.CUE). Any additional memberships that the Superintendent deems beneficial to the DlstJict will rsqulrs approval by the Board.

C. The Supartntendent Is elql8ciad to attend appropriate professional meeUngs end confei'QIIces that wiD benefit the Dlstrtcl Approval of the Board ehell be oblalned When the Supertntendent attends confenlnces outside the Slate of CeUfomle or wiD be away from the' Dls1rict for three or mora regular workdays, end the District In accordance w!lh District policies and regulations shall pay ell reasonable end necessary expanses of etlandence. In ceee of en emsrgency attendance requirement, the President of the Board will be noUfled and the expanses will be submitted for ratlflcation at the next appropriate Board meeting.

D. The Supedntendent may engage In outBids professional acllv!Ues, Including consulllng, speaking, writing and partlclpattng In profeaalonal associations rulated to aducaUon, provided eald acllvtUes do not Interfere with the Superintendant's duttaa. The Superintendent shall not count days spent on such endaevore as working days. •

E. The Supertntendant shall be provided wllh such faciUUes, equipment, supplies, end dertcel asslatence as appropriate to the Suparintendenfs position end neceasary for the adequate performance or the Supartntendenfs dulles. The Superintendent will be provldad wHh the appropriate technology that wiD assist the Supertntandent In the pertormance of Supertntendenfs job dlllletl and rusponslbWUes. These may Include, for example, a laptop computer and personal handheld device with tslephcne and Internet funcUonsiHy.

10. Physic!!! ExaminaUon:

The Superintendent egruee to have en annual phyeloel exemlneUon, after whleh the ncensad physician will prepare a written ruport lndlceUng W the Superlntandent Is able to perform the essential functions of hla position, with or wllhout ruasonabla accommodaUon&. AcldiUonally, the Superintendent egrses to have a periodic physical examination upon request or tile Board. Any expanse for sUCh physical axamlneUons not coverud by the Superintendent's haanh banaftta plan will be borne by the DlstriDL The licensed physician wDI prepare a written report or the periodic physical examlnetton lndlceUng W the SUperintenderrt Is able to perform the ·essential functtons or the posfllcn, with or without reasonable eccommodetlona. The written ruporta dsscribad In lhls paragraph sheD be aharud with the Board end truatad as confldenltsllnformaUon by the BOBnl.

11. Termination:

A. The Agreement may be tannlnetad by the mutuel ~nsant of the Pertlaa at any Ume.

B. The Board may elect to terminate the Agreement prior to 118 axplniUon wllhout cause upon sixty (60) days written noUce to the Superlntandsnt. In the evant altha Superintendent's termlnaUcn without cause and In acknowledgement of the difficulty or lmposslbiDty of celeulaUng dernSgss to the Supartnlllndent as a result of such tarmlneUon, the parties agree that the liquidated amount of damages owed by the Board shell be the base salary, as set forth In aecUon 7 (A) above, remaining to be paid durtng the fUll term or this Agreement, up to a maximum of twelVe (12) months. The salary payment altha severance package shell be paid within thirty (30) days from the data of termlnsUon. In the evant Superintendant agnses to be rsasslgned to anothsr posiUon In

. ·-·-··.!"" District upon termlnaUcn of this Agruamanl, the above liquidated severance package shall bs olfs•! ~Y 5

I j i I

0107


Supe~nlandenre salaty In the naw posiUon, The parties agrue that this pmvlslon masts the raqulremants governing maximum cash setuaments as set forth In Government Coda eedlons 53260, at seq,

Nolwilhslandlng any other provision of this Agraament to the contrary, If the Board bsllaves and subsequanUy conflrms thmugh an Independent audH, that the Supa~ntendant has engaged In hvud, mlsappmprlatlon of funds, or other Illegal Rscal practices, then the Board may terminals the Supa~ntandant and the Superintendant sheD not be anUHad to the cash, salary payments, health bsnsnts or othar nan-cash setuement as sat forth haraln. This pmvlslon Is intended Ill Implement the requirements of Government Code section 53260(b), The provisions of Government Code sacllon 53280 ara incorporated lniD this Agreement by this reference.

C. In the event of a termination without cause, the Sup~nlsndent shell continue Ill receive haaith benents for the remaining tsrm of this Agreement, up to a maximum of twelve (12) months, or unm the Superintendent finds other employment whichever O<X>UIII nmt The parties agree that this provision meets the requirements governing maximum cash eeHiaments as aatlorlh in G~vemmanl Code sacllons 63280, at seq.

D. If the Supe~ntendant is convldsd of a crime Involving en abuse of his ofllce or position, he shall fully reimburse the District of any and all cash aeWsments racatved due to his tannlnaUon. This pJOvlsion is Intended Ill Implement the raqulremaniS of Government Code section 53243.2, which is lnCO!poratod ln!D this Agreement by this reference.

If the Superintendent Is placed on paid edmlnlslrallve leave pending 811 lnva&llgeUon, the Supartntendent shaY fully reimburse the District If ha Is convlctsd of a a1me Involving en abuse of his amce or posiUon. This pmvlslon Is Intended to lmplament the raqulrameniS of Govamment Code section 63243, which Is lnCQIPorated Into this Agreement by this raferanos.

If the District pmvldes funds for the legal a1mlnel defense of the Sup~ntondanl, the Superintendent shaD fully ralmbursa the District If the SUpartntandant Is convicted of a atma lnvoMng an abuse of his amos or position. This provision is lntendsd Ill Implement the raqulraments of Government Code eactlon 63243.1, which Is Incorporated ln!D this Agreement by this reference.

E. The Governing Board may elact to tenmlnato the Supertnlendenfs Agreement for causa at 8J1Y 11me. For the purposes of this Agreement "':&Use' shaD aldst If Supe~ntendant (1) acts In bad faith to the detriment of the District; (2) refuses or faDs to act In eccordanca wfth a speclflc provision of this Agruement or direction or order of a majority of the Board; (3) exhlbfts misconduct or dlshonasty In ragan! to his employment (4) Is oonvlctad of a crime lnvoMng dishonesty, breach of lrust or physical or emoHonsl harm to any person; (5) Is unable to perform 8llY of the essential functiDI18 of his pca!Uon: (B) fails to racelva a eaUsfectory or betler mt!ng In any aMual fonmal Board avalueUon; or (7) would be eubject to dismissal for cause under EducaUon Coda eactlon 44932. The exlatence of such causa shell consUtute a material breach of IIIIa Agraament and ehaU llldlngulsh all rights and duUes haraunder. In the avant such causa elllste, the Governing Board shall give tho Superintendent (a) wrtften notice of the proposed action and the reasons therafor, {b) a reasonably detailed acccunt of the charges and the rnetortals upon which the pmposed action Is based; (c) noUce of the right to respond orally or In wrHing to the Board; and (d) the right to a meeting wfth the Board. Any request for a meeUng shall be filed by the Superintendent with the praeldlng officer of the Board within ten (1 0) days alter service of !he noltos of propoee~ action. The meeUng, H requested, shall be hald In closed aasaion at the neld regular or special Boanl mBBllng, and In no evant mora than thl~·ftva (35) days after service of the noltos of proposed acllon. The Superintendent shall have the ~ghl Ill be raprasanted by counsel at his own expenes. The SUperintendent shall have a reasonable opportunity to respond Ill all rneners raised in the chargas. The maaUng shell be conducted by the Board and shall not be en evldanllsry he~ng and neither pa~ shell have the opportunity to call wllnesses. After the meeUng, the Board shall Issue a decision In the form of a raeolutlon either rescinding or conDrmlng the charges and specifying the action to be taken, Tha Supertnlendent sheD bs notified In wriUng wfthln five (5) days of the declelon. The decision of the Boer<l shall be final. Tho Superintendant's meeling with the Board shall ba daemed to eaUsfy the SUpe~ntendenfs entitlement to due procaas of law and shaD be the Sup~ntendant's ei<Ciuslve right to any conference or hearing olherwlse required by law, The Supe~ntsndent waives any other rights lhat may be applicable to thlo IBrmlnaUon for cause p10C88dlng with the undamtandlng that compleHon of this hearing exhausts the SUpa~ntondent's edmlnlstrallve ramedlas.

F. District and Supe~ntendentagree that the payment and benents pmvlded under Sections 11.B. and 11 .C. of this Agreement sheD consOlUte the ai<Ciuslva end sole ramedy of 8llY kind for any tormlnsUon

6

0108


of his employment and the Superintendant agreee and covenants not to assert or pursue any other remsdlos of any kind, whether thsy be administrative, at law or In equity, with respec:t to any termlnstlan Df his employment Further, upon acceptance of payment and benaflts under 11.8. and 11.C., the Superintendent agrees to waive end raleaee the District from any claims and/or causes of adlan agelnst the Dlstrtot or Board In any way related to his employment by the Board, InclUding but not Umlled to claims or actions under this Agreement.

G. Upon wrlttBn evaluation by a licensed pllyslclen designated by the Baanllndloallng tha lnabiDty of the Supsdntendant to perform any Df the assenUBl fundlans of the posiUan, with or wfthout reasonable sccommodaDan, this Agreement may be terminated by the Board upon wrfllsn notios to the Supelinlandent and after providing s rassanable opportunity to respond. The Board may, In Its sots diSC18Ucn, snow the Superintendent to aanUnus In emplaymsnt unUI-mcplrellon of currant end sooumuletad sfck 1aave and dlfferenUel leave, but upon receipt Df the written avaluetlan specified ebova, may Immediately assign another employee the dulles of Supedntandent

12. Notice of Finalist In Search;

In all oases the Supedntendenl Immediately shall noUfy the Board of EduceUon should he become a finalist In the eeleotlan process far Supedntendent with any ather Distrtct.

13. ~

No waiver of any breach of eny term or provision Df this Agreement shall be construed to be, nor shaD It be, a waiver of any ather breaCh of this Agreement No waiver shall be binding unlesa In wrtUng and signed by the party waMng the breeCh.

· 14. McdlflcaUcn;

Tills Agreement may nat be ernsnded or madlfled olher than by a wrftlan agreement executed by the Supedntendent and approved by the Board at open easalan at a reguledy echadulad meeting.

15. Complete Agreement

This Instrument conlllltutee and oantelns the enure agreement and understendlng between the parties concerning the Superintendent's employment with the DIBirlcl This lnslrWnBnt supereedes and napleoas ell prior negoUaUcns and atl agreements propassd or otherwise, whether wrttten or oral, ccncsmlng the subjec:t metter heraaf. This Is an Integrated document

16. Gavem!ng Law:

Thle Agreement shell be deemed to have been axacuted and deDvered within the Slate of CeiKomla, and rights end obllgetlans Df the parties hereunder ehaU be conall'ued and enforced In eooandsnce with, and governed by, the law Df the S- of Cal!famla without regard to prtnclpale of confllc:l Df tewa.

17. C!!I\Siruc!lon;

Each party has CODpefl!lad In the drafting and preparation of this Agreement. Hence, In any consll'ucllon to be msde Df this Agreemen~ the same shall not be oanstrued against any party on the basis that the party was tha drafter. The captions or this Agreement are not pad of the prclllslans hereof end sheD haVe no farce or effect.

18. Communlca!!ons;

AD notices, requests, demands and other oammunlcations hereunder shell be In writing end shall be deemed to have been duly giVen Jf deliVered or If mailed by ragietared or certified mall, paatage prepared, eddresaed to the Superintendent end/or Board af Education at 201 Sixth Stree~ Coronado, CA 02118. Either party may Change the addrass at which notice eheD be given by Wlltten notice given In the above manner.

19. Execution:

7


Thla Agreement may be executed rn one or more countarparta, each of whlch at.D be deemed an origln!ll, but ell of wlllch together sheD constftuta one and the same lnatMnenL Photographic copieS of auch algnad ccuntorparta may be used In Deu of the originals for any pllfPOS8.

20. legaJ Counae!:

The Superintendent and the Boan:l each reccgnlze that in entering Into thla Agreement. 1he Pertlea have relied upon the counsel of pB1'801'1a of !heir own chooalng, and that the terms of th!8 Agreement have ba&n completely read and explained 10 tlem, and that those tanna are fullY un4erstoocl and voluntarily ac:cap!ad by them.

21. SavJnga Clause;

If any provision of this Agreement or the app!k:atlon thereat Ia held Invalid, the fnVa!idlly shall not affect the other p10Yislons or appllca1101'1$ ot the Agreement that can b& given effect without lhe Invalid provl&lona or appllcallons and the proVIsions of lhiu agreement me ded~tntd to be severable

IN WITNESS THEREOF, the parties herefo have duly approved ar.d exscutecl1hla Agreement on the deY and year above wlltten.

FOR T!'fE BOARD OF EDUCATION OF THE CORONADO UNIFIED SCHOOL DISTRICT:

~

l.ou Smith, Member

t hereby aDC8pt this offer or employment and agree to perform faithfUlly the duUee and roaponsft)llllle$ of SUperintendent of the Coronado Unified School Dls1riCt. Chlaf Executive Ofllc8r and . ry for the Boanl of Education.

--·-···-·-~------ ···--·-·- ·a .... _ _ _

0109

0110


CONTRACT OF EMPLOYMENT This Contract of Employment is entered into by the COTATI-ROHNERT PARK UNIFIED SCHOOL DISTRICT (''District") BOARD OF TRUSTEES (''Board'') and ROBERT A. HALEY ("Superintendent").

1. Tenn.

Board, pursuant to its action duly taken on December 10, 2013 and recorded in its official records of proceedings, retifies its decision to employ Robert A. Haley to serve as Superintendent for a term of30 months that begins on J8II\Iei"y 1, 2013 and ends on JUlie 30, 2016.

2. Salary.

a. During the 2011-12 School Year, Board agrees to pay, and Superintendent agrees to accept, an annual salary of $140,000 payable in twelve (12) equal monthly payments.

b. Beginning in the 2012-13 School Year, Board agrees to pay, and Superintendent agrees to accept, an annual salary of$145,000 payable in twelve (12) equal monthly payments.

c. Stipends, equivalent to those received by other certificated employees, will be paid for longevity and advanced degrees.

d. Based upon performance by Superintendent, the salary of Superintendent may be changed by mutual consent of the parties hereto for the remaining period during the term oftbis Contract Such a change in salary shall not constitute the creation of a new contract nor extend the termination date of the Agreement unless so stipulated.

3. Work Year.

a. Superintendent shall be required to render 215 duty days per year of full and regular service to the District during the tenn oftbis agreement Non-duty days shall be scheduled by Superintendent so as to avoid, as much as reasonably possible, disruption of his duties.

b. Superintendent shall be eligible for holidays both legal and local as set forth in the adopted calendar for alll2-month employees ofthe District.

c. Superintendent shall annually provide Board with a calendar showing the anticipated duty days for that year. In addition, Superintendent shall report to Board in writing on an annual basis use of sick leave.

4. Benefits.

Superintendent shall be eligible for benefits accorded to certificated employees of the District.

5. Expenses.

District shall reimburse Superintendent for actual end necessary expenses, including mileage and cell phone usage, incurred by Superintendent within the scope ofhis employment

Page I af4

0111


6. Duties.

a. Superintendent shall give his exclusive professional services to the District during the period of time such services are to be rendered to the District except as otherwise provided herein.

b. Superintendent shBll perform the duties of District Superintendent as prescribed by the laws of the State of California and the District's job description for the Superintendent. Superintendent shBll have primary responsibility for execution of board policy and responsibility for the duties prescribed by Education Cede Section 35035. Superintendent shBll be Boanl's chief executive officer and secretary to the Board.

c. Superintendent shBll administer the educational services, business affailll, persoiiile!, and property management with the assistance of the employee staff of the District, which shall include, but not be limited to, the nomination for employment and the assignment of Bll employees in accordance with the laws of the State of California and the appropriate rules and regulations of said State agencies and those of the Board, evaluation of employees and all matters of employer-employee relations.

d. Superintendent will act as consultant to Board with regards to District issues including, but not limited to, educational and operational planning. Superintendent shBll provide Board with advice concerning the fiscal impact of decisions. Superintendent unless unavoidably detained, shBll attend all regular, special and executive session meetings of the Board.

e. Notwithstanding the provisions of paragraph "a" above, Superintendent may undertake consultative professional work, engage in speaking for hire, write, lecture, or engage in other professional undertakings provided such activities do not, in the exclusive judgment ofBoanl, tend to impair the effectiveness of Superintendent. Superintendent shall inform Board when engaging in consultative work. Superintendent may retain any income which may be derived therefrom. Superintendent's outside paid consultative professional activities shBll not occur during work hours and in no event will District be responsible for any expenses attendant to the performance of such outside activities.

7. Professional Education, Organizations and Meetings

a. District shBll pay Superintendent's annual membership dues to the Association of California School Administrators and the National Center for Educational Research & Technology. District may pay membership fees for Superintendent in various other professional organizations and committees subject to prior approval by the Board.

b. Superintendent shBll endeavor to mabltain and improve his professional competence by all available means, including subscription to and reading of appropriate periodicals and membership in appropriste professional associations. In order to stay current and knowledgeable and provide the Board with timely guidance and advice, the Superintendent is encouraged to attend workshops end conferences, which may include the Association of California School Administrators Superintendents' Symposium and conferences of the National Center for Educational Research and Technology.

8. Evaluation.

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0112


a. Board and the Superintendent shall annually develop and agree upon performance goals and objectives that shall serve as the basis for an annual evaluation. Such goals and objectives shall be established no later than the first meeting of the Board in September of each year.

b. Board will provide a formal written evaluation of the Superintendent's performance at . least once annually, no later than May 31 of each year, in a fonnat mutually agreed upon. Board and the Superintendent shall also meet quarterly during the course of the year to give oral feedback to the Superintendent conceming Superintendent's progress towards meeting the mutually agreed upon goals and objectives, and making any agreed upon modifications to those goals and objectives.

c. An evaluation shall be deemed to be "satisfactory" if a majority of Board members have rated the Superintendent's performance as satisfactory in individual evaluations prepared by such Board members.

d. If Board concludes that the Superintendent's performance is unsat:isiilctory, Board shall identify in writing specific areas where improvement is required, provide written recommendations for imProvement, and notify Superintendent that another evaluation will be conducted with,in six months. Such written recommcmdations and specifications for improvement shall be provided within 30 days of the date of the evaluation.

e. All written evaluations shall be delivered to the Superintendent and a copy of the evaluation, along with any written comments from the Superintendent, shall be placed in the Superintendent's personnel file in a sealed envelope marked, "Confidential: To Be Opened by Authorized Personnel Only."

9. Termination

a. The Contmct may be terminated whenever Superintendent and Board mutually agree to termination in writing.

b. Termination may occur for cause, upon the grounds set forth in the California Education Code, for the termination of a permanent certificated employee and Superintendent shall be entitled in the event that District contends there is any such basis to terminate Superintendent for canse to the rights provided to a certificated employee pursuant to Article 3 of Chapter 4, Part 25 of Division 3, Education Code§ 44930 et sec, including, but not limited to, those provisions set forth in Education Code §44944, which provision shall apply with respect to any such. attempted termination of Superintendent.

10. Limitation on Payments at Termination.

a. Pursuant to Government Code Section 53260, in the event of termination of this Contract for any reason, no cash settlement may be made in an amount which exceeds the salary remaining under the contract or salary for 18 months, whichever is less. This amount shall not be construed as a guarantee or minimum entitlement

b. Pursuant to Government Code Section 53261, in the event of termination of this Contract for any reason, no non-cash benefit may be conferred in settlement except for employerpaid health benefits which may be provided for a period not to exceed the monthly period

Page3 of4


by which any cash settlement is measured. In any event, employer-paid health benefits shall be discontinued if and when the employee obtains other employment before the measuring period has expired.

11. Statutory Renewal.

a. Not later than 90 days prior to the tennination date of this Agreement ('mcluding any amendments), the Superintendent shall no1ify in writing each member of the Governing Board of1he provisions ofBducation Code Section 35031 and of the fact that this Agreement is automatically renewed for a te1m of the same length as the one completed, under the same terms and conditions and with the same compeusation, unless the Governing Board gives wrlttm notice ofnomenewal to the Superintendent at least 45 days prior to expiration. The failUre of the Superintendent to give notice required by this paragraph constitutes a material breach of the terms of employment.

l:Z. Genenal Provbiou

a. This Agreement, and the rights and obligations of the parties, shall be governed by and construed in accordance with the laws of tho S1ate of california. The parties also agree that. in the event of litigation, venue shall be the proper state or federal court located in Sonoma County, California.

b. This Agreement contains the entire agreement and understanding between the perdes. There are no oral understandings, terms or conditions, and neither party bas relied upon any representation, express or implied, not contained in this Agreez:aent.

c. Superintendent may not assign or transfer any rights sranted or obligations assumed under this Agreement.

d. Superintendent shall not be considered a school site administrator for pmposes of Education Code Section 44956.5.

e. This Agreement cannot be changed or supplemented orally. It may be modified or superseded only be a written iust:nunent ex:ecuted by both of the parties.

f. If any provision of this Agreement is held to be invalid or unenfurceable by a court of competent jurisdi.eti~on.. the · · provisions of the Agreement shall continue in full force and FJ~ _

[/Vf 12/lv/ t-:3> Marc l Date

Pres! Board of TruStees

f:llto/t3

Page4of4

0113


AMENDMENT l TO EMfLOXMENT AGR'EEl'VIENT

Amendment 1 modifies the employment agreement made between the Board ofT:rustees of Cotati-Rohnert Park Unified School District ('"Board" or "District'') and Robert A. Haley, Superintendent, approved by the Board on December 10, 2013. Board action on Amendment 1 was taken on June 24,2014.

Amendment 1 does not constitute a new cont:raet for employment; it only modifies the following sections:

1. I!!m!. District heteby employs Superintendent for a period of three (3) years, beginniug July 1, 2014 and terminating June 30, 2017.

l.~.

a. The Superintendent's annual sala.ey shall be $175,000 per year payable in twelve (12) equal monthly payments.

3. Work Year.

a. Superintendent shall be required to xeoder 220 duty days per year of full and regular service to the District during the teJm oft!Us ~ Non-duty days shall be scheduled by Superintendent so es to avoid. as much as reasonably possible, disruption ofbis duties.

8. Evaluation

b. Board will provide a formal written evaluation of the Superintelldent's performance at least once 8IU1Uilly, no later than June 30 of each year, in a fonnat mutually agreed upon. Board and the Superintendent shall also meet tbroushout the coutSe of the year to give oral feedback to the Superintendent concerning Superintendent's progress towards meeting the mutually agreed upon goals and objectives, and making any agreed upon modifications to those goals and objectives. ·

1/LA..& 'fj r;; I z.'+/11: M8M ff Date

President, Board of1iustees

RobertA. Hal' Superintendent

Pagl oft

Date

0114

0115


CONTRACT OF EMPLOYMENT BElWEEN

GOVERNING BOARD OF TRUSTEES FOR JURUPA UNIFIED SCHOOL DISTRICT AND

ELUOTT N. DUCHON

This Employment Agreement is between Jurupa Unified School District (District herein), Riverside, California, and Elliott N. Duchon as Superintendent (Superintendent herein).

TERM OF CONTRACT: The Governing Board of Jurupa Unified School District agrees to employee Elliott N. Duchon as District Superintendent of the Jurupa Unified School District for a term of 3 years, commencing July 1, 2011 and ending June 30, 2014, subject to the terms and conditions hereinafter set forth.

IT IS AGREED:

(1) Employment

(2)

(3)

(4)

The Superintendent is hereby retained from July 1, 2011 to June 30, 2014 as Superintendent of Schools for Jurupa Unified School District.

Q!illa The Superintendent agrees to perform the services, duties and obligations required by this contract, the laws of the State of California; the rules, regulations, and policies of the Board. The Superintendent hereby agrees to devote such time, skill, labor and attention to this employment, during the term of this Agreement, except as otherwise provided in this Agreement and to perform faithfully the duties of Superintendent of Schools for this District as set forth in the Agreement

Superintendent/Board Responsibilities The Superintendent shall be the Chief Executive Officer of the Board. As such, the Superintendent shall have the primary responsibility for execution of Board policy, whereas the Board shall retain the primary responsibility for formulating and adopting said policy. The parties agree, individually and collectively, not to interfere with, nor to usurp the primary responsibility of the other party.

~ Commencing on July 1, 2011, the Superintendent shall be placed on Step One of the following salary schedule. Each year, the Superintendent shall advance one step unless the following paragraph Is triggered·

Step One:

Step Two: Step Three:

July 1, 2011 $174,000

July 1, 2012 $183,000 July 1, 2013 $192,000

The Superintendent's salary shall be reduced to $166,471 unless furlough days or full pay is restored for the 2011/2012 school year.

The Superintendent's annual salary shall be set at the above salary schedule until which time as either the non-management certificated or classified employees receive an on-schedule raise in salary or on July 1, 2014 which ever is sooner. Effective on the same date as such salary increase the Superintendent's salary shall be set at the amount of the average of the salaries of the Superintendents of the following comparison districts as defined in Board of Education Policy 4341 Alvord, Chino Valley, Colton. Corona-Norco, Fontana, Hemet, Moreno Valley, Redlands, Rialto, and Riverside Unified School Districts. This average salary will be recomputed on an annual basis by July 1" of each year and the Superintendent's salary shall be adjusted accordingly.

0116


(5) Furlough davs The Superintendent shall lake, as a minimum, the number of furlough days equal to the greatest number of furlough days that any of the employee groups may be required to take on an annual basis

.plus one additional day (on an annual basis for the term of this contract). Additionally, th~ Supenntendent may take up to an average of two additional unpaid furlough days per month without pay at his disaetion.

(6) Evaluation

(7)

(8)

(9)

(10)

(11)

(12)

Annually, but no later than April 15 of each year, the Board shall review with the Superintendent progress toward established goals and working relationships among the Superintenden~ the Board, the faculty, the staff and the community. The Superintendent shall notify the Board by October 1 of each year of the upcoming evaluation date.

The Board of Education, unless otherwise agreed to In writing with the Superintendent, shall maintain confidentiality concerning the contents of any evaluation. The failure to provide the Superintendent by Aprfl 15 of each year with the evaluation contemplated by this Agreement on at least an annual basis shall be deemed to be a satisfactory evaluation of the Superintendent.

Heatth and Welfare Tha Superintendent shall receive health and welfare benefits accorded to other management employees of the District. Additionally, at the Ume of the Superintendent's active employment in the District is terminated by retirement end his rights to other dlsbict paid health and welfare benefits are exhausted in accordance with Board Policy. The District shall provide, at his expense, any health coverage available to district administrators.

Transportation Expenses and Travel The District shall pay a monthly transportation stipend to the Superintendent of $500 as reimbursement for intra-district transportation costs of the Superintendent The Superintendent shall furnish his own automobile, In order to meet the needs of the district the Superintendent is expected to travel in order to advocate on behalf of the district, represent the distric~ meet with legislators and representatives of slate agencies and organizations and attend conferences and further his professional development. Business Services Procedure #124 shall apply and the Superintendent shall be Issued a credit card for actual and necessary business expenses.

Expense Reimbursement The District shall reimburse the Superintendent for actual and necessary expenses incurred by him within the scope of his employment pursuant to Business Services Procedure #124.

Vacations The Superintendent shall render twelve (12) months of full and regular services to the District during each annual period covered by this Agreement, except that he shall be entitled to 22 working days annual vacation with pay, and in addition, Will receive holidays defined In E.C. 37220 and 37222.

Sick Leave The Superintendent shall be allocated 12 days of sick leave annually. This leave may be accumulated indefinitely.

Professional Association Dues The district shall pay the cost of annual membership dues in the following organizations: Association of California School Administrators, California Association of School Business Officers, and Association for Supervision and Curriculum Development. ·


(13) Early Termjnalion Any termination of the Superintendent with or without cause shall require an affinnatlve vote or lhfee members of the Soard.

Regardless of its term, if this con1ract should be terminated, the maximum cash seWement that the Superintendent may receive shaD be an amount equal to the Superlntendenfs monthly salary multiplied by the number of months left on the unexpired tenn of the conlracl.

(14) General Provisions This Agreement is subject to all applicable laws of the State of California, to the rules and regulations of the S1ate Board of Education, and to the lawful rules and regulations of the Governing Board of the Jurupa Unified Schocl Dlstrlcl Said laws, rules, regulations, and policies In effect on June 6, 2011, are hereby made a part of the terms and conditions of thts Agreement as thought fully set forth herein.

In witness herein we affix our signatures to this Agreement as the fun and complete understanding of the relationships between the parties hereto.

This centrad Is the full end complete Agreemem between the parties hereto, and it can be changed or modified only in writing, signed by all parties and their successors In Interest to this Agreement.

-· • •. ,..!·· • I '*,. .. .. r ,. / • ; : • . • • ~ • ./\... r,- .. , ; " I ~

· Ma,Y Bl.ims;' Clerk

1 hereby accept this offer of employment and agree to comply with !he conditions thereof and to fulfiH all the duties of employment of the Superintendent or the Jurupa Unified School District.

1 also agree that putSuant to G. C. 53261/2. ir this contract is terminated, the maximum cash seUJement !hat the Superintendent may receive shaH be equal to the monthly salary of the Superintendent times the number of months remaining in the contract, not to exceed 18 months .

.-, /"'! Date of Acceptance: r t i.{_;.-r:&

7 • 2011

Elnott N. Duchon

0117

0118


FIRST ADDENDUM TO EMPLOYMENT AGREEMENT For Elliott Duchon, Superintendent

This Addendum is entered into this 2nd day of July, 2012 by and between the Board ofTrustees of the Jurupa Unified School District ("Board" or "District") and Elliott Duchon(" Administrator").

The District and Administrator (collectively, "Parties") agree as follows:

1. This First Addendum revises the Employment Agreement previously entered into by the Parties on June 7, 2011 whereby the Parties agreed to the employment of Administrator as Superintendent in the District. Except as amended or revised by the terms set forth herein, said original Agreement. and its terms, shall relllain in full force and effect. including the provision for furlough days.

2. Paragraph number one of said Agreement shall be revised as follows: the Agreement shall be extended to June 30,2015.

3. Paragraph number thineen of said Agreement shall be revised as follows:

Any termination of the Superintendent with or without cause shall require an affirmative vote of three members of the Board.

If the Governing Board elects the option to tenninate this agreement without cause pursuant to a vote of at least 3 members of the Governing Board, Superintendent shall receive his or her salary for the remainder of the Term or eighteen (18) months, whichever is less, and shall additionally be entitled to health insurance benefits as provided to other certificated administrative employees of the District for the same period oftime. A termination payment will be paid in a lump sum, or on the same installment basis as the Superintendent's salory is currently paid, at the election of the Superintendent

Notwithstanding the foregoing, if the District terminates the Agreement. the District may not provide a cash or noncash settlement to the Superintandent in an amount greater than the Superintendent's monthly salary multiplied by zero to six if the District believes, and subsequently confirms, pursuant to an independent audit. that the Superinlendent has engaged in fraud, misappropriation of funds, or other illegal fiscal practices. The amount of the cash settlement described in this paragraph shall be determined by an administrative law judge after a hearing.

The cash settlement specified herein shall not include any other noncash items except health beneflts, which may be continued for the same duration of time as covered in the settlemont. pursuant to the same time limitations as herein or until the Superintendent finds other employm~nt, whichever occurs first.

Any salary provided the Superintendent pending an investigation shall be fully reimbursed


if the Superintendent is convicted of e. crime involving an abuse of his office or position, as set forth in Government Code sections 53243 and 5324J.4.

Any .furJds for the lesal criminal defense of the Superintendent provided by the District shall be fully reimbursed to the District if the Superintendent is convicted of an abuse of his office or position, as set forth in Government Code sections 53243.1 and 53243.4.

Regardless of the term of the Contract, if this Contract is terminated, any cash settlement related to the termination that the Superintendent receives from the District shall be fully reimbursed to the District if the Superintendent is convicted of a crime involving an abuse of his or her office or position, as set forth in Government Code section 53243.2 and 53243.4.

'~<£.cct-= Sheryl S idt"Prcsident

1·· d-:"'1 d-Date Dati l '

0119


SECOND ADDENDUM TO EMPLOYMENT AGREEMENT For Elliott Duche1n, Superintendent

This Addendum is entered inlc Ibis 15th day of April by nnd between the Board of Trustees of the Jurupa Unified School District ("Board" or "District") and EIUott Duchon ("Administrator"}.

The Disnict and Administrator tcolledively, nPsrtiesn) a~ as follows:

l. Thls Second Addendum revises the Employment Agreement previously entered into by the Partjes on .hme 7, 2011 and the F"trSt Addendum previously entered into by the Parties on July 2, 2012 whereby tile Partiea aarecd to the employment of Administrator u Superintendent in the Disuict. Exeept as amended or m'ised by the te:rms ~ forth herein, said originnl A8teemertt, and its tenns. shall remCiin in full force and effect, including the provision fur furlough days.

2. Paragraph number one of said Agrecrnent shall be: revised as follow&: the Agreement sball be extendecl to June 30,2016.

'Ei1iOt1Dllcl1o sti],erlntendent

April 15, 2013 ;1/2~ Date Date

0120


THIRD ADDENDUM TO EMPLOYMENT AGREEMENT For EUiott Duchon, Superintendent

'fhis .1\dd.!ndum is cnt~d into this 2= day of June. 2014, by and bctv.·een the Board ofTrustees of the Jurupa Unified School Uislrict (".Boardu or "District") and Elliott Duchon ("Administrator").

The Distrjct nnd Administrn1(lr (~ollectivdy, "Partic:-s") agree ns follows:

I. 1nis Third Addendum revises the Employment Agreement previously entered into by the Pani~:s on June 7, 20 I l , and the First Addendum previously entered into by the Parties un Jul) 2, 2012. and the Second Addcndllm entered intO by the Parties on April 16, 201:!, whcr~by the Partie~ agrel.'d to the employment of Administrator as Superintendent in the District Except ns mn.mdcd or revised by the terms set forth herein, said original Agn:<:m~nt, and ils •~rms. shall remain in full force and eff~ct.

2. Paragraph number one of said Agreement shaH be revised as follows: the Agreement shall be cxll:nd~ to June 30, :!017.

3. Paragraph number ten of said Agreement shall be revised ns follows: The Superintendent will not accroc mo1'C vacation time than has been &CCN~:d as of June 30,2014.

4. Paragraph nwnber 12 of said Agr.:erru:nt shall be re'>iscd to Include payment of dues for th\l American Assouiatiotl ofSt:hool Administrators {AASA).

5. Paragraph nwnbcr thret.: of said Agreement remains in fuU force and effect with the f\)llowing addition: Government Code 53261 docs not apply to termination for cause.

Elliott Duchon, Superintendent

.. June 2. 20!4 June 2. 2014 Date Datu

0121


FOURTH ADDENDUM TO EMPLOYMENT AGREEMENT For Elliott Duchon, Superintendent

This Addendum is entered into this 18th day of May, 2015, by and between the Board of Trustees of the Jwupa Unified School District (''Board" or "District'') and Elliott Duchon C'Administrator'').

The District aDd Administrator (collectively, "Parties") agree as foUows:

1. This Fourth Addendum revises the Employment Agreement previously entered into by the Parties on June 7,20ll,and the First AddeDdum previously entered into by the Parties on July 2. 2012, the Second Addendum entered into by the Parties on Apri116,2013,and Che Third Addendum entered into by the Parties on JWJ.e 2, 2015, whereby the Parties agreed to the employment of Administrator as Superintendent in the District Except as amended or revised by the terms set forth herein, said original Agreement, and its terms. shaD remain in full force and effect

2. Paragraph munber one of said Agreement shall be revised as follows: the Aweement shall be extended to June 30,2018.

3. Paragraph number 12 of said Agreement shall be revised to include pa:yment of dues for two of the following three organizations: American Association of School Administrators Research Collaborative, National Superintendents Round Table, and National Center for Research and Technology.

May 18, 2015 May 18, 2015 Date Date

0122


2012 COi\JF-{t,CT FOR Etv\PLOYMEf'>H or SUPERINTENOEi-JT BET\VEEi-J

Cl~·~,Tt ... R\0-h/i C.'JN"TC-l.l~lR SC~~IOO~ 0iSTR~CT AND

J/.r/ES QUEZON H/\fvlMmW

TH\S cm~·TRACT CConir?.:;t or Agreement"} is hereby rnace and entered into h is 2'1~' day of June 2012, by anc between tl-:e Sosrd of T 1ustses CBomd") of the Ontar)::-tdor:tcJai~ Schc:,J [1~strlc~ C'Distrk~~ ") and James- Quezon ~-1ammond f~S, uperin:.2nd~·n t~~ o:~ '(Q ;· :---!af;:.f!"1C.Hl!.f~").

NOW, THEf~EFOFZ:::, it 'S hereby agreed 8-B fol!ov;s:

Dr. H<:>.miW)nd is hereby employed as tho District's Surerin\endenL He shall a'so b;,; tl>s Chief Excwli·/e Officer (if the District and shall serve as Secretary to the Board.

Tn·2' te;rn of t;1is t\;f;cen'e0t shall n.J'l~_ff;Q~i~,-!".~~ .. . _,. :f~JJJ;p::B-~~~~-~J[i~{~~l;n~-;Q{~~?J.:?~r- Thi~ f.\g; ~£::;;en~ si 1a~f -a~.li"V:t)attc.a~{~! reoe~N tCir ~an ~a · ..... ,vur-yaat-·:·lBr.~lJ..t·:·i_iJ .. r1P~~, .. ~JtY. u~less ter:-ninated in ac:corr.l;mce w~th \he provisions of lhis NJreement.

This contract shal! S(Jpt;rsede any and vll existing agreements by and between the parties and is subject to all applicable Jaws of the State of California, the rules and regulations of I he Catifomia State Board of Education. and the rules c:md regulations of the Soard of Trustees of i11<: Or.tarlo-Montclair Schoof District. Said laws, rules and reg·Jlahons~ as ~!n~·~nd·2!d fr-:;m tirne ~o tkne, are hereby rnade a parr of the terms and con~ihions of this ccntra:t a~-: though 1uHy set f·orth ht·rein.

All povvers and d~Jties which ar-e lawfully delegatec.l 1c thB Superintendent are '\o be exacuted in accordance with app!icable laws, rules and regui2tions, in:tucii:tg but not limited tCJ the provisions of Education Code St~clion 35035, th~ policies adopted by the Goard, and the position d0scripUon for ti<e Superinlendent, as amended from lime to time by the Board_ Such acts U!!de- this AgreGmen! as may require raiificaiion by the BnMd shall bo; Hrs! prescm.cd to the Soard F'residen\ and pres~nted to the entire Board a! .a pr-operly ager1di~ed meeting to be he!d ~s soon es practlcabte_

The Supt~nn ·1e-~1der;~ shaH perforrn such dutit:S as as:slgned Oi re,qt! ~r~:td of hit~-. by U~S 8 s-ard, inc~udifl ff i.}Ut r'~Di !1rnited to:

0123

0124


A. SalVing as the Chief Executive Officer of the District as described by District Policy. The Superintendent shall be delegated all powers and duties necessary for efficient management and administration of the District to the full extent permitted by law. The Superintendent shall have the authority to organize and arrange the administrative and supe!Visory staff, including instruction, personnel, business, and operational affairs, in the manner which In his judgment best selVes the District. The responsibility for selection, placement, and transfer of existing personnel shall be vested in the Superintendent. Employment of new personnel shall be recommended by the Superintendent subject to approval by the Board. In the event the Board does not approve the Superintendent's personnel recommendations, the Superintendent shall submit an alternative recommendation.

B. Working with the Board, District personnel, parents, and the public, to develop short and long-range goals with clear criteria for determining effective achievement and evaluating outcomes.

C. Representing the Interests of the Board and the District in day-to-day contact with parents, other citizens, community, and governmental agencies.

D. Providing leadership, guidelines and directions to ensure that policies related to curriculum, instruction, pupil personnel se!Vices, personnel, budget, and business affairs ere carried out.

E. Reporting information regularly to the Board regarding student learning and an analysis of student learning and an analysis of student achievement and test scores ..

F. Reviewing all policies adopted by the Board and making appropriate recommendations to the Board for addition, deletion, or modification.

G. Evaluating employees directly accountable to the Superintendent and overseeing the evaluation of other employees as defined by California law and Board policy.

H. Providing leadership and direction in planning and financing school facilities to meet growth needs.

I. Advising the Board and making recommendations regarding possible sources of funds which may be available to Implement present or contemplated District programs.

J. Endeavoring to maintain and improve his professional competency by all available means, including reading appropriate periodicals and joining and/or participating In appropriate professional associations and their activities.

2

0125


K. Establishing and maintaining an effective community relations program Including effective relationships with the media.

L. Communicating openly, systematically and in a timely manner to the Board, staff and the community, and promptly informing the Board of critical Issues or incidents.

M. Providing educational leadership to ensure quality teaching and learning.

N. Performing other duties and functions as assigned or required by the Board.

0. Providing leadership and direction in the planning and reuse or disposal of surplus district property.

P. Providing leadership and direction in negotiating with all labor groups.

Q. Serving as the point person for community outreach and being the District's liaison for the community.

5. Evaluation.

The Board shall at least annually evaluate in writing the performance of the Superintendent and the working relationship between the Superintendent and the Board. This evaluation shall be based upon, but not limited to, the Superintendent's performance of the duties and responsibilities contained in the Superintendenrs job description, along with any written goals or objectives established by the Board with respect to the Superintendent. The format of the written evaluation shall be devised by the Board, with input from the Superintendent. Board policies and any related regulations concerning. the evaluation of other management employees shall not apply to the Superintendent.

6. Salarv.

A. The annual salary of the Superintendent shall be!$Z4.1t:7.68:00/payable in twelve (12) equal monthly installments, pursuant to the District's usual payroll procedures. Salary shall be prorated for service of less than a full year.

B. The Board reserves the right to otherwise adjust the Superintendent's salary. Any adjustment in salary during the term of this Contract shall be only In the form of an amendment and only as mutually agreed to by and between the parties, and shall not operate as a termination of this Contract. II is further provided that, with respect to any adjustment in salary, it shall not be considered that a new contract has

3

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been entered into or that the termination date of the existing contract has been extended.

C. Notwithstanding any other provision of this Agreement, for each year of this Agreement, Superintendent shall receive annual cost of living increases in his salary in the amount of the annual increase, if any, in the cost of living adjustment recognized by the California Consumer Price index for Urban Wage Earners and Clerical Workers as calculated by the Department of Industrial Relations ("CCPI COl Adjustmenf). Increases applied pursuant to the CCPI COl Adjustment are to be applied prospectively and shall take effect on July 1 of each year that this Agreement is effective. Under no circumstances shall the CCPI COl be applied if it is negative. Superintendent may, in his sole discretion, choose to waive the annual cost of living increase in any year governed by this Agreement. Should Superintendent choose to waive the cost of living increase, he must file a signed statement with the President, Board of Trustees, in which he clearly states the amount of time for which the increase Is waived ("Waived Period"). When the Waived Period has elapsed the salary shall return to what it would have been If the Superintendent had not waived the cost of living increase(s). Should Superintendent choose to waive a cost of living increase and subsequently to his waiving the increase the Board of Trustees approves a general salary increase for an employee group (teachers, classified employees, managers), during the same year that the Superintendent has waived the cost of living increase, Superintendent may cancel the waiver of increase and In his sole discretion decide to accept either the CCPI COl Adjustment or the salary increase given to the employee group: In the scenario wherein the Superintendent first waives his cost of living increase and then accepts it because other employees have been granted one, Superintendent's salary increase shall be paid retroactively to the same date as the employee group(s)' salary increase (if classified employees are granted a salary increase 'retro' back to July 1st, the Superintendent's salary is increased retro to July 1st).

7. Expenses/Allowances.

A. District shall provide the Superintendent an allowance of $750 per month for automobile expenses incurred In the conduct of his duties on behalf of the District. In exchange, the Superintendent shall make his personal car available for travel in and around the District and within San Bernardino and Riverside Counties. Additionally, Superintendent shall be entitled to mileage reimbursement at the maximum allowable (non-taxable) rate as established by the IRS (optional standard mileage rate) for travel in a personal automobile outside of San Bernardino and Riverside Counties. This monthly allowance shall be treated and considered as part of the Superintendent's compensation/salary for tax purposes and for purposes of the State Teachers Retirement System Defined Benefit Plan to the maximum extent permitted by law.

4

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B. District shall provide the Superintendent a cellular telephone of his choice and shall pay any and all related charges for the purchase and usage of the telephone. Said cellular telephone may be used for personal use, provided that such usage shall be at no additional charge to the District.

C. Except as herein provided, the District shall provide reimbursement for all actual and necessary business-related expenses incurred in accordance with District policy and paid by the Superintendent in the conduct of his duties on behalf of the District.

D. Vacation. The Superintendent shall accrue as vacation 25 days per annum during the term of this Contract. The District will pay any unused vacation that is not carried over to the next year. The amount to be carried over is decided In the sole discretion of the Superintendent. At the termination of employment the Superintendent shall be paid full compensation at his full daily rate of pay for any unused vacation. The Superintendent shall be entiUed to have carried forward to the term of the Employment Contract any accrued and unused vacation balances maintained in his name by the District during his prior term of employment with the District. For the purposes of calculating Superintendent's dally rate the Superintendent's annual salary Is to be divided by a number equal to the total work year minus the vacation days earned that year and minus the District holidays granted that year. For example if there are 13 holidays (and the Superintendent earned a full year's worth of vacation days equal to 25 days) the annual salary would be divided by 222 (260- 25- 13).

8. Professional Schedule.

A. The Superintendent shall be required to render 222 days of full and regular service to the District during each annual period covered by this Agreement, exclusive of holidays defined in Sections 37220 and 37221 of the California Education Code, and any additional local holidays granted by the Board to twelve (12) month certificated management employees of the District.

9. Other Benefits.

A. The Superintendent shall be provided with 30 days sick leave and personal leave per year. Superintendent shall receive in addition for every year served under this Agreement, 5 additional days of sick leave/personal leave per annum. As a continuation of benefits earned from his prior employer, Superintendent shall receive a sick leave credit with the District for any and all unused accumulated illness leave from his prior employer. Said continuation benefit shall be added to Superintendent's sick leave benefit in the first year of this Agreement. This continuation benefit shall accrue upon submission of proper evidence from the prior employer of entitlement of benefits.

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B. To the extent allowable under law, after November 1, 2012, upon separation or retirement from the District, the Superintendent shall be granted lifetime (during his lifetime) medical insurance benefits for himself, his spouse and all eligible dependents, and the District shall pay the full premium for such benefits. This benefit shall vest on November 01, 2012, provided Superintendent provides service with the District through that date. The provision of post-termination benefits for the Superintendent, his spouse and his qualified dependents shall be made because Superintendent satisfied the foregoing longevity requirement and shall not be paid in settlement as a result of any termination of this agreement. Throughout the term of this Agreement or any extension thereof, and after Superintendent separates or retires from District, Superintendent shall receive fully paid health insurance benefits In any plan offered by District for any employees or retirees, covering the Superintendent, his spouse and his eligible dependents. The premiums for these benefits shall be paid at the sole expense of the District. The District shall also be responsible for the payment of any and all benefit contributions (i.e., STRS, workers' compensation, unemployment insurance, etc.) during employment with the District.

C. In addition to any other reimbursement provided for herein, the Superintendent shall receive a monlhly expense allowance of Eight Hundred SeventyFive dollars ($875). The use of this allowance shall be at the Superintendent's discretion and shall not require any documentation. This monthly allowance shall be treated and considered as part of the Superintendent's compensation for tax purposes and for purposes of the STRS Defined Benefit Program to the maximum extent permitted by law.

D. The Superintendent shall receive District-paid term life insurance In a benefit amount of $300,000.00.

E. Relocation/Home Purchase. Pursuant to approval by the County Office of Education, District shall provide Superintendent with a $100,000.00 home loan for his relocation and purchase of a home within the District. The loan shall be set at an annual interest rate of 5%, with interest waived for each year of service provided to the District. Additionally, the loan principal shall be reduced by 10% for each year of service to the District. The terms set forth in this section, shall be memorialized In a separate agreement and securitized against the property. The President of the Board of Education is hereby authorized to execute any and all documents related to the home loan on behalf of the Board and District.

F. Longevitv Benefit. Superintendent shall receive as a longevity bonus for service to the District reimbursement for the purchase of five years of STRS service credit in accordance with the formula set forth herein. Superintendent shall have the option to purchase on or about November 2012 and November 2013, two and one-half years service credit from STRS. Superintendent may choose, at his own discretion, a payment plan that suits his needs (including but not limited to monthly payroll deductions or lump sum payments). Upon the submission of proof of purchase to the

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District, Superintendent shall be reimbursed within 30 days the full purchase price or the monthly payment amount of the service credit. If after the execution of this Agreement, the Legislature prospectively prohibits the purchase or reimbursement of a purchase of STRS credit in November 2013, then to the extent permitted by law, the Board and Superintendent shall confer in good faith to select the award of an alternate benefit of substantially equivalent financial value as would have been awarded had the Legislature not prohibited such a purchase.

G. District shall make the maximum contribution possible for both a 403(b) and a 457 deferred compensation accounts.

H. Superintendent shall receive fully vested 401 (a) benefits and participation in the District's existing 401 (a) program with PARS for contract managers. All costs for participation in the program shall be paid for by the District.

I. Superintendent shall be compensated for ten (1 0) additional days of work with the District annually, compensation at a per diem rate calculated by dividing his base salary, by 222. Said compensation shall be paid into an independent private annuity of Superintendent's choice. The District shall contribute this amount annually for each year of employment with the District.

1 0. Professional Organizations/Activities.

A. Professional Activities. The District encourages the Superintendent to participate in professional organizations and activities. The District shall pay the Superintendent's membership dues in ACSA (Association of California School Administrators), CSBA (California School Boards Association), CALSA (California Association of Latino Superintendents and Administrators), NABSE (National Alliance of Black School Educators), three (3) community service organization, and other relevant local, state, or national organizations as approved by the Board.

B. Professional Meetings. The Superintendent may attend professional meetings at the local, county, state, and national levels, subject to prior board approval for out-of-state meetings, and all actual and necessary expenses of such attendance shall be paid by the District.

11. Waiver of Credential Status.

As of the date of execution of this Agreement, the Superintendent possesses an administrative credential from the State of California and an administrative credentlal and teaching credential from the State of Washington. Pursuant to Education Code section 35029, the Board hereby waives any California credential requirement for the Superintendent.

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12. Medical Examination.

The Superintendent shall have a comprehensive medical examination every 2 years (at intervals measured from his most recent physical received pursuant to previous iterations of this Agreement), following which the physician shall provide a written statement to the Board certifying the Superintendenfs frtness for duty. Any expense beyond that paid by insurance shall be borne by the District for an amount not to exceed One Thousand Dollars ($1000.00) per examination.

13. Option to Terminate.

A. Termination by Mutual Consent. The District and Superintendent may, by mutual agreement expressed in writing, terminate this Contract at any time.

B. Termination by the Board. For the first two years of the term of this Contract Superintendent may be terminated only for just cause and after an opportunity to be heard on all matters by an impartial hearing office pursuant to Section 14 of this Agreement (arbitration). For the purposes of this section, "just cause• is defined to consist solely of major malfeasance, as determined by an impartial hearing officer. Should the Board elect to pursue termination for just cause, the Board must first provide Superintendent with a statement detailing the incidents of major malfeasance and give Superintendent six months to demonstrate improvement, unless the major malfeasance concerns a crime of moral turpitude or of theft or of an abuse of his office or position in which case the Board may act to terminate this Agreement after it has given the Superintendent a statement detailing the crime of moral turpitude or of theft or of abuse of his office or position and giving the Superintendent an opportunity to respond. • Abuse of position" as used herein shall have the meaning defined in Section 53243.4 of the California Government Code. At any time on or after June 30, 2014, the Board may, in its discretion and without cause, terminate this Agreement upon six months prior written notice. If the Board elects the option to terminate this Agreement wllhout just cause on or after June 30, 2014, after the six months notice has expired, it shall pay the Superintendent's then-current annual salary for the remaining term of this Agreement in conformance with the provisions of Government Code Section 53260, at seq. Specifically, in conformance with Government Code Section 53260, et seq., if this Agreement is terminated prior to the expiration of its term, the maximum cash settlement that the Superintendent may receive shall be an amount equal to the monthly salary of the Superintendent multiplied by the number of months left on the unexpired term of the Agreement. However if the unexpired term of the Agreement is greater than eighteen (18) months, the maximum cash settlement shall be an amount equal to the monthly salary of the Superintendent multiplied by eighteen (1 8). District and Superintendent agree that if Agreement Is terminated without just cause, Superintendent may choose, in Superintendent's sole discretion, to receive settlement amounts either in one lump sum or in monthly installments, paid out over the remainder of the contract term or 18 months, whichever is less. Regardless of the term remaining on the Agreement, if this Agreement is terminated, any cash settlement related to the termination that the Superintendent may receive as a result of such termination shall be

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fully reimbursed to the District if the Superintendent is convicted of a crime Involving an abuse of his office or position.

C. Termination by the Superintendent. Notwithstanding any other provisions of this Contract, the Superintendent shall have the option to terminate this Contract by providing the Board with a written notice of Intent to terminate. This notice shall be provided no less than ninety (90) calendar days prior to said termination date. The Superintendent and Board may mutually agree to a termination date of less than ninety (90) calendar days. In the event the Superintendent becomes a candidate for other employment during the term of this Contract, the Superintendent shall, within ten (10) days thereafter, notify the Board in writing of his candidacy. Failure to so notify the Board of the candidacy shall be deemed to constitute a material breach of this Contract.

D. Non-Renewal of Contract. Notwithstanding any other provision of this Contract or the policies and regulations of the Board, the Board may elect not to renew this Contract, and/or not to re-employ the Superintendent upon expiration of this Contract pursuant to Education Code Section 35031. In such event, the Board shall provide the Superintendent with forty-five (45) days written notice in advance of the expiration of his term of employment. If such written notice is not provided, the Superintendent is deemed reemployed for an additional one-year term under the same terms and conditions as set forth in this Contract. The Superintendent shall provide the Board with written notice of this provision at least ninety (90) days in advance of the termination of this Contract. The Superintendent's failure to do so shall constitute a material breach of this Contract.

14. Arbitration.

Any controversy arising out of or relating to this Contract, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of the Superintendent's employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Los Angeles County, Cailfomia, before a sole arbitrator selected from Judicial Arbitration and Mediation Services, Inc., Los Angeles County, Callfomia, or its successor (hereinafter referred to as "JAMS"), or if JAMS is no longer able to supply the arbitrator, such arbitrator shall be selected from the American Arbitration Association, and shall be conducted in accordance with the provisions of Callfomia Code of Civil Procedure §§ 1280 ~. as the exclusive forum for the resolution of such dispute; provided, however. that provisional injunctive relief mey, but need not, be sought by either party to this Agreement in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief that the arbitrator deems just and equitable, including any and all remedies provided by appficable state or federal statutes. At the conclusion of the arbitration, the arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the arbitrator's award or decision is based. Any award or relief granted by the

9


arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. The parties acknowledge and agree that they are hereby waiving any rights to trial by jury ln any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Contract or the Superintendent employment. The parties agree that the Soard shall be responsible for payment of the forum costs of any arbitration hereunder, including the arbitrators fee. The Superintendent and the Board further agree that in any proceeding to enforce the terms of this Contract, to the extent allowed by law, Superintendent shall be entitled to his reasonable attorneys' fees and costs incurred by him In connection with any proceeding, notwithstanding the outcome of the proceeding, unless It is specifically determined by the arbitrator that the Superintendent acted in bad faith, committed a major malfeasance, abused his office or position, engaged In crlmlnal conduct or misappropriation of public funds.

15. Savings Clause.

If any provisions of this Contact are held to be contrary to Jaw by final legislative act or a court of competent jurisdiction inclusive of appeals, If any, such .Provisions shall not be deemed valid and subsisting except to the extent permitted by law, but all other provisions shalf continue in full force and effect.

16. Complete Agreemenl

This Contract is the full and complete agreement between the parties hereto. Any amendment, modifications, or variations from the terms of this Contract shall be In writing and shall be effective only upon approval of such amendment, modification, or variation by the Board and the Superintendent.

IN WITNESS WHEREOF, the parties hereto have duly approved and executed this Agreement on June 21. 2012.

BOARD OF TRUSTEES OF THE ONTARIO-MONTCLAIR SCHOOL DISTRICT

fl£rn Elvia Rivas, Vice President

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' Kristen Brake, Clerk

Paul Avila, Trustee I Member

I hereby accept this offer of employment and agree to comply with each and every condition thereof, and to perform faithfully all of the duties of employment of Superintendent of the Ontario·Montclalr School District.

Date of Acceptance: June 21, 2012

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0133

0134


PALO ALTO UNIFIED SCHOOL DISTRICT SUPEruNTENDENTEMPLOYMENTAGREE~NT

This Employment Agreement ("Agreement'') is made and entered into by the Governing

Board of the Palo Alto Unified School District ("District" or "Board") and Glenn "Max" McGee

("Superintendent").

I. !£1:m. District hereby employs the Superintendent for a period beginning on

August I, 2014 and terminating on June 30,2018 unless terminated earlier or extended as

provided by the terms of this Agreement or as required by law.

2. §!!m.

a. Base Salarv. Superintendent shall be paid Two Hundred Ninety-five

Thousand Dollars ($295,000.00) for 224 days of service. The Parties recognize that the

Superintendent will not provide 224 days of service to the District in his first year of

employment. Therefore, his first year's salary shall be Two Hundred Seventy Thousand Four

Hundred Sixteen Dollars ($270,416.00) for 205 days of service.

b. Annual Salarv AdjustmenL The Superintendent's salary shall be

increased in accordance with the attached salary schedule and not any negotiated salary increase

for any other group of employees. Any and all adjustment pursuant to the Superintendent's

salary schedule, attached hereto and incorporated herein by reference, shall be contingent upon

an annual evaluation which indicates overall satisfactory performance. The determination of an

overall rating of satisfactory is within the sole and absolute discretion of the Board of Education.

c. Salarv Increases by Mutual ConsenL The Board reserves the right to

increase the Superintendent's salary for any year of this Agreement with the mutual written

consent of the Superintendent and the Board.

d. Salarv Payment Process. The Superintendent's salary shall be payable in

twelve (12) approximately equal monthly payments, less all applicable deductions and

withholdings required by law or authorized by the Superintendent. A change in salary shall not

constitute the creation of a new agreement nor extend the termination date of this Agreement.

d. Effective Date. Salary increases shall be effective on any date ordered by

the Board in accordance with Education Code section 35032.

0135


3. Fringe Benefits.

a. Health Insurance Benefits. The Superintendent shall receive District-

paid health, dental, vision and other fringe benefits in the same manner and subject to the same

limitations as other certificated senior certificated cabinet-level employees as those benefits may

change from time-to-time.

b. Life Insurance. During each year of the term of his employment, the

District will provide the Superintendent with up to $6,000 to pay for part or all of the premiums

of a term life insurance policy of his choice payable to his beneficiaries.

c. Sick Leave. The Superintendent shall be allocated sick leave at the rate of

one day per month. Earned sick leave may be accumulated without limitation; however, under

no circumstances shall the District be obligated to compensate the Superintendent for earned,

unused sick leave. Unused sick leave may be credited for retirement purposes as authorized by

either the California State Teachers' Retirement System (STRS) or the California Public

Employees Retirement System (CalPERS) as may be applicable.

d. Automobile ABowance. The Superintendent is required to have a vehicle

available at all times to perform the services and duties of the position. Therefore, the

Superintendent shall be entitled to receive a monthly automobile allowance of Seven Hundred

Fifty Dollars ($750.00) for the acquisition, use, maintenance and insurance of an automobile

while on all District business for business related travel in-district and within I 00 miles of the

District's boundaries, irrespective of the number of miles traveled on District business. The

Superintendent shall be solely responsible for all expenses to use, maintain, operate and insure

the automobile. No documentation is required in order to receive this allowance and the

Superintendent shall have discretion regarding the expenditure of this allowance. This allowance

shall be treated as salary for tax purposes and shall not be treated as creditable compensation for

CalSTRS or CalPERS purposes unless it is permitted by law. The Superintendent's receipt of

this automobile allowance shall be in lieu of any entitlement to mileage reimbursement;

however, the Superintendent shall be eligible for mileage reimbursement at the IRS rate for

work-related travel outside of 100 miles from the District's boundaries.

e. Emense Reimbursement. The District shall reimburse the

Superintendent for actual and necessary expenses incurred by the Superintendent within the

course and scope of his employment, so long as such expenses are incurred by prior approval of

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the Board, are consistent with this Agreement and as long as the cost of the expense is not

already provided for under the terms of this Agreement For reimbursement, the Superintendent

shall submit and complete expense claims in writing in accordance with the District's policies,

rules and regulations and shall provide the Board with copies of the Superintendent's monthly

expense reports. The Superintendent's expense claims shall be supported by appropriate

documentation prior to reimbursement.

f. Tax Deferred Plans. The District agrees to provide the Superintendent

with the ability to use an IRS Section 403b or similar tax deferred plan, an IRS Section 125

Cafeteria Plan, and other plans that made available to other District employees. All employee

and employer contributions to such plans shall confonn to all requirements of state and federal

law.

g. Relocation Exnenses. The Superintendent shall be reimbursed for the

actual and necessary expenses he incurs in relocating to the District during the 2014-2015 school

year. Reimbursable relocation expenses shall include but not be limited to travel and meal

expenses incurred in the process of relocating, temporary housing expenses and the cost of

shipping his personal property to his new residence. "Temporary housing" expenses shall be

housing expenses the Superintendent incurs for staying overnight within the District or within

ten (10) miles of the District's boundaries during the first six (6) months of his employment

Such reimbursement shall not exceed Fifteen Thousand Dollars ($15,000).

b. Relocation Loan Secured by Deed of Trust. If Superintendent relocates his

principal residence within the boundaries of the District, the District agrees to provide him with

an option of a loan of up to One Million Dollars {$! ,000,000) from the District with a zero

interest rate to be applied towards the purchase of his principal residence provided

Superintendent complies with the requirements of IRS Regulation 26 CFR 1.7872-5T(c)(l)(i)

and executes all documents, including a promissory note, deed of trust, certifications and

consents as required by the District and its legal counsel. Further, said loan is contingent on the

District receiving both an appraisal and ALTA or CLTA lender's title insurance policy

satisfactory to District prior to disbursing any funds.

4. Work Year. The Superintendent shall be required to render two hundred twenty-

four (224) workdays of full and regular service to the District during each annual period covered

by this Agreement, exclusive of holidays as defined in Education Code section 37220 and 37221.

0137


Days in excess of224 and holidays are considered non-work days. The Superintendent shall not

be entitled to vacation pay for non-work days. Both parties recognize that the Superintendent is

not entitled to overtime pay or compensatory time off.

5. Superintendent's Duties.

a. Genera) Duties. The Superintendent is employed as District

Superintendent and shall perform the duties of District Superintendent as prescribed by this

Agreement, the laws of the State of California, Board Policy, and the Superintendent's job

description. The Superintendent shall be chief executive officer and secretary of the Board. The

Superintendent shall have primary responsibility for execution of Board policy, responsibility for

the duties prescribed by Education Code section 35035, and responsibility for any duties

authorized by the Board pursuant to Education Code section t 7604. As appropriate, the

Superintendent may use the resources of other staff to carry out these duties.

b. Personnel Matters. The Superintendent shall have primary responsibility

for all personnel matters including selection, assignment, discipline, and dismissal of employees,

subject to the approval of the Board. The Board shall refer all personnel complaints and

concerns made to individual members of the Board, or the Board as a body, for review and

action by the Superintendent.

c. Administrative Functions. The Superintendent, as the chief executive

officer, shall ( t) review all policies adopted by the Board and make appropriate

recommendations to the Board; (2) periodically evaluate or cause to be evaluated all District

employees as provided by California law and Board policy; (3) advise the Board of all possible

sources of funds that might be available to implement present or contemplated District programs;

(4) assume responsibility for those duties specified in Education Code section 35250; (5)

endeavor to maintain and improve his professional competence by all available means, including,

but not limited to, subscription to and reading of appropriate periodicals; attendance at State and

regional professional conferences and meetings; and membership in appropriate professional

associations; (6) establish and maintain positive community, staff and Board relations; (7) serve

as the Board's representative with respect to all employer-employee matters and make

recommendations to the Board concerning those matters; (8) recommend to the Board, District

goals and objectives for the ensuing school year; (9) unless unavoidably detained, or with prior

Board approval to be absent, attend all meetings of the Board with the exception of those closed

0138


sessions in which the Board discusses matters related to the Superintendent's employment; (10)

serve as secretary to the Board; and, (II) perform such other duties as may be assigned by the

Board

d. Board-Superintendent Roles. The Board has primary responsibility for

formulating District policies and setting District goals. The Superintendent has primary

responsibility for implementing District policies and goals. The Board and the Superintendent

agree to collaboratively support and assist one another to fulfill these roles and responsibilities.

e. Board-Superintendent Relations. The parties acknowledge the importance

of creating and projecting to students, staff, parents, and the community a positive and

professional image of the Board, the Superintendent and the District. Thus, to avoid damage to

the Board's and the Superintendent's image and credibility, and as not to lessen each other's

ability to perform effectively, the parties agree to conduct the business of the District by

communicating and interacting in a manner that is professional and respectful. Board concerns,

criticisms and dissatisfaction with the Superintendent's performance shall therefore be addressed

through closed session discussions or via the evaluation process. Superintendent concerns,

criticisms and dissatisfaction with the Board shall likewise be addressed with professionalism

and respect.

6. Outside Professional Activities. By prior approval of the Board, the

Superintendent may undertake for consideration outside professional activities, including

consulting, teaching, speaking and writing. The Superintendent's outside professional activities

shall not occur during regular work hours and shall not interfere in any way with the

performance of the Superintendent's duties. The Superintendent agrees not to use District staff

or property in performing these outside activities without prior written approval by the Board. In

no event will the Board be responsible for any expenses attendant to the performance of such

outside activities.

7. Evaluation.

a. Yearly Evaluation. The Board shall devote a portion of at least two (2)

meetings annually to discuss and evaluate the performance and working relationship between the

Superintendent and the Board. The evaluation of the Superintendent shall be based on the duties

of the position, the job description (if any) and any mutually agreed upon District goals and

0139


objectives, which shall be jointly developed bY the Superintendent and the Board. The Board

may conduct more than one formal written evaluation each school year.

b. Self-Evaluation, To assist the Board in the evaluation process, the

Superintendent shall complete a written self-evaluation. This self-evaluation shall include a

review of any action plans presented to the Superintendent at previous evaluations, and shall

include a report to the Board regarding the "State of the District." In addition, the

Superintendent agrees to provide the Board with a written report regarding his use of vacation

and sick leave indicating days used during the current school year and the number of accrued,

unused days remaining. (fhe Superintendent agrees to submit a copy of this report to the

District's payroll and personnel departments as well).

c. Board Evaluation, Upon receipt of the self-evaluation and the "State of

the District" report, the Board shall evaluate the Superintendent. To initiate the evaluation

process, the Superintendent shall inform each member of the Board in writing of the need for an

evaluation by February I each year. Upon completion, the Board shall meet with and provide a

copy of the evaluation report to the Superintendent in a closed session Board meeting no later

than June 30 each year; however, the Board's failure to evaluate the Superintendent or its failure

to timely evaluate the Superintendent shall have no impact upon the term oftbis Agreement or

upon the Superintendent's salary.

d. Action Plan. Based upon finwngs specified in the evaluation report, the

Superintendent, in collaboration with the Board, will prepare an action plan, if necessary, which

will address areas identified as neelling clarification, emphasis or improvement. The action plan

will be included as an addendum to the evaluation report. If a jointly prepared action plan cannot

be agreed upon, the Board, in its sole discretion, shall issue the action plan. The Superintendent

and tbe Board shall sign the evaluation report and the action plan. However, failure of the

Superintendent to sign the evaluation or action plan shall have no legal effect upon the

Superintendent's duty to implement the evaluation and action plan.

e. Contract Ex!;ension. If the Superintendent receives a satisfactory

evaluation, the term of Superintendent's Agreement shall be extended by one additional year so

long as the Agreement never exceeds four ( 4) years.

0140


f. Contract Review, At the conclusion of each annual evaluation, the

parties shall review this Agreement and consider proposed modifications and additions.

g. Impact of a Satisfactorv Evaluation. If the Superintendent receives a

satisfactory evaluation, the Superintendent shall be entitled to the step and merit salary increases

specified in section 2 of this Agreement and to the one year contract extension. At the

conclusion of each year's evaluation, the Superintendent and the Board shall state, in writing, on

the Superintendent's evaluation form, whether or not the evaluation is "satisfactory" or

"unsatisfactory" so that a clear and affumative decision is made regarding the Superintendent's

entitlement to the salary increases and the contract extension. If the Board determines that the

Superintendent's evaluation is "unsatisfaciOry,'' the Superintendent's salary and contract term

shall remain unchanged.

If the Superintendent's evaluation is satisfactory, the Board shall report the result

in open session. In addition, any contract extension or salary increases must be approved by the

Board in open session at a regular meeting so that the public remains informed about the

Superintendent's current salary and contract term.

h. Outside Facllltator. Whenever it is deemed desirable by the Governing

Board, an outside advisor may be mutually selected by the Board and the Superintendent to

facilitate discussion of the relationship of the Board and Superintendent. The outside advisor

shall be paid for by District

i. Failure to Evaluate Non-Limiting. The evaluation procedures and

requirements set forth in this Agreement shall be the exclusive means by which the

Superintendent is evaluated and are intended to supersede any other provisions concerning

evaluation that might exist in applicable law or by virtue of any District policy, regulation, rule,

handbook or other agreements. Any failure on the part of the Board to meet the requirements or

deadlines set forth in this paragraph shall not release the Superintendent from fully and faithfully

performing the services required to be performed under this Agreement or any applicable statute

or regulation or constitute a default by the District of its obligations under this Agreement

8. Examination. The Superintendent agrees to have a fitness for duty examination,

by a District-appointed physician when requested by the Board. Following the examination, the

Superintendent shall submit to the Board President a repon from the examining physician

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0141


certifying the Superintendent's fitness to perfonn the essential functions ofbis positioJL Any

expense beyond that paid by insurance will be borne by the District. The pwpose of the

examination is to detennine the Superintendent's fitness for service. The physician's report shall

be treated as confidential infonnation. The Superintendent agrees to execute any necessary

medical releases or other documents to facilitate a comprehensive fitness for duty examination

by the District-appointed physician.

9. Termination of Agreement.

a. Mutual Consent. This Agreement may be tenninated at any time by

mutual consent of the Board and the Superintendent.

b. Resignation. The Superintendent may resign and tenninate this

Agreement only by providing the Board with at least ninety (90) days advance written notice,

unless the parties agree otherwise.

c. Non-Renewal of Agreement by the DistricL The Board may elect not to

renew this Agreement upon its expiration by providing written notice to the Superintendent in

accordance with Education Code section 35031 (currently 45 days prior notice) or other

applicable provisions oflaw.

d. Termination for Cause. The Board may tenninate the Superintendent

for: {I) breach of this Agreement; {2) unsatisfactory perfonnance established by at least two

written evaluations conducted at least six (6) months apart; (3) refusal or failure to act in

accordance with a specific provision of this Agreement or a directive of a majority of the Board;

( 4) misconduct or dishonest behavior with regard to the Superintendent's employment; or {5)

conviction of a crime involving dishonesty, breach of trust, or physical or emotional hann to any

person.

The existence of such cause shall constitute a material breach of this Agreement

and shall extinguish all rights and duties of the parties under this Agreement. If cause exists, the

Board shall meet with the Superintendent and shall submit a written statement of the grounds for

termination and copies of written documents the Board reasonably believes supports tennination.

If the Superintendent disputes the charges, the Superintendent shall then be entitled to a

conference before the Board in closed session. The Superintendent shall have the right to be

represented by counsel at his own expense. The Superintendent shall have a reasonable

opportunity to respond to all matters raised in the charges and to submit any written documents

0142


the Superintendent's believes are relevant to the charges. The conference with the Board shall

not be an evidentiary hearing and neither party shall have the opportunity to call witnesses. If

the Board, after considering all evidence presented, decides to terminate this Agreement, it shall

provide the Superintendent with a written decision. The decision of the Board shall be final. The

Superintendent's conference before the Board shall be deemed to satisfy the Superintendent's

entitlement to due process of law and shall be the Superintendent's exclusive right to any

conference or hearing otherwise required by Jaw. The Superiritendent waives any other rights

that may be applicable to this termination for cause proceeding with the understanding that

completion of this hearing exhausts the Superintendent's administrative remedies and then

authorizes the Superintendent to contest the Board's detennination in a court of competent

jurisdiction.

e. Termination without Cause. The Board may, for any reason, without

cause or a hearing, terminate this Agreement at any time. In consideration for the exercise of

this right, the District shall pay to Superintendent from the date of termination until the

expiration of this Agreement, or for a period of twelve (12) months, whichever is less, a sum

equal to the difference between Superintendent's salary at the rate in effect during the

Superintendent's last month of service and the amount which the Superintendent earns from any

other employment-related source (whether as employee, independent contractor, consultant or

self-employed). As a condition of payment, the Superintendent shall be obligated to

immediately seek other employment and to notify the District in writing immediately if the

Superintendent earns income from any employment-related source as defined above.

For plliposes of this Agreement, the term "salary" shall include only the

Superintendent's regular monthly base salary and shall not include the value of any other

stipends, reimbursements or benefits received under this Agreement. All payments made

pursuant to this termination without cause provision shall be subject to applicable payroll

deductions and shall be treated as compensation for state and federal tax pUipOSes. No payments

made pursuant to this early termination provision shall constitute creditable service or creditable

compensation for retirement purposes. Payments made pursuant to this termination without

cause provision shall be considered as final settlement pay and shall not count for any retirement

pllipose; accordingly, no deductions shall be made for retirement purposes.

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0143


The Superintendent shall also be entitled to District-paid health benefits, as those

benefits may change from time-to-time, until expiration of this Agreement, a period of twelve

(12) months, or until the Superintendent obtains other employment which provides health

benefits, whichever occurs first.

If the Superintendent is terminated without cause and elects to retire instead of

fulfilling the Superintendent's obligation to seek other employment as set forth above, the parties

agree that, effective upon the date of the Superintendent's retirement with the CalSTRS or

CalPERS, the amount payable to the Superintendent as salary shall be reduced by tbe amount of

retirement income earned by the Superintendent from CalSTRS or CalPERS.

The parties agree that any damages to the Superintendent that may result from tbe

Board's early termination of this Agreement cannot be readily ascertained. Accordingly, the

parties agree that the payments made pursuant to this termination without cause provision, along

with the District's agreement to provide paid health benefits, constitutes reasonable liquidated

damages for the Superintendent, fully compensates the Superintendent for all tort, contract and

other damages of any nature whatsoever, whether in law or equity, and does not result in a

penalty. The parties agree that the District's completion of its obligations under this provision

constitutes the Superintendent's sole remedy to the fullest extent provided by law. Finally, the

parties agree that this provision meets the requirements governing maximum cash settlements as

set forth in Government Code sections 53260, et seq.

f. Termination for Inapnropriate Fiscal Practices. Notwithstanding any

other provision of this Agreement to the contrary, if the Board believes, and subsequently

confirms through an independent audit, that the Superintendent has engaged in fraud,

misappropriation of funds, or other illegal fiscal practices, then the Board may terminate the

Superintendent and the Superintendent shall not be entitled to any cash, salary payments, health

benefits or other non-cash settlement (e.g. health benefits) as set forth above. lftbe

Superintendent elects to contest the Board's determination in this regard, the Superintendent may

request a hearing before an administrative law judge who shall determine the amount oftbe cash

settlement in accordance with the requirements of Government Code section 53260(b).

g. Termination for Disability/Fitness for Duty Examination. Upon

request, the Superintendent shall undergo physicaVmental examination by a District appointed

physician. Prior to the examination, the Superintendent agrees to execute District provided

10

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medical releases from all treating physicians authorizing the District appointed physician to

review aU medical records. The District appointed physician shall review this Agreement, the

District's job description for the position, and be provided background information related to the

duties of the position. The Superintendent shall submit all costs to the District's insurance

carrier. All non-insured costs shaH be borne by the District. The physician shall submit a

confidential written report to the Board and the Superintendent addressing only the

Superintendent's fitness to perform the job. The physician's report shall specificaUy indicate

whether or not the Superintendent has any physical or mental impairment that substantially limits

the Superintendent's ability to perform the essential functions of his position. No confidential

medical information shaH be submitted to the Board, the District, any third party, or any of the

District's officers, agents or employees unless it is determined that the Superintendent is unable

to perform the essential functions of the position and such medical information is directly related

to such determination. If the Superintendent is determined by the District to be a disabled

employee under state or federal law, the physician's report shall indicate what reasonable

accommodations, if any, may be available to allow the Superintendent to perform the essential

functions of the position. lfthe District determines that the Superintendent is disabled and,

following an interactive dialogue with the Superintendent, that he is unable to perform the

essential functions of the position, the parties agree that this Agreement may be immediately

terminated by the Board upon written notice to the Superintendent. Termination of this

Agreement due to the Superintendent's inability to perform the essential functions of the position

shall terminate the obligations of both parties under this Agreement. Notwithstanding any other

provision of this Agreement, this section shall be the exclusive means of terminating this

Agreement based upon the Superintendent's inability to perform the essential functions of the

position.

10. Abuse of Office Provisions. In accordance with Government Code section

53243 et seq., and as a separate contractual obligation, if the Superintendent receives a paid leave

of absence or cash settlement and this Agreement is terminated for any reason, such paid leave or

cash settlement shall be fully reimbursed to the District by the Superintendent if the

Superintendent is convicted of a crime involving an abuse of office or the position of

Superintendent. In addition, if the District funds the criminal defense of the Superintendent

against charges involving abuse of office or position and the Superintendent is then convicted of

11

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such charges, the Superintendent shall fully reimburse the District all funds expended for the

Superintendent's criminal defense. Notwithstanding any other provision of this Agreement to the

contrary, if the Board believes, and subsequently confirms through an independent audit, that the

Superintendent has engaged in fraud, misappropriation of funds, or other illegal practices, then

the Board may terminate the Superintendent and the Superintendent shaU not be entitled to the

cash, salary payments, health benefits or other non-cash settlement as set forth above. This

provision is intended to fully implement the requirements of Government Code section 53260,

subdivision (b). In addition, if this Agreement is terminated, any cash settlement related to the

termination that Superintendent receives from the District shall be fully reimbursed to the

District if the Superintendent is convicted of a crime involving an abuse ofhis office or position.

For purposes of this provision, "abuse of office or position" means either of the following: (a) an

abuse of public authority, including, but not limited to, waste, fraud, and violation of the law

under color of authority and (b) a crime against public justice, including but not limited to, a

crime described in Title & (commencing with Section 92) of Part I of the Penal Code.

11. Per Diem Rate. The Superintendent shall be required to work 224 days during

each annual period covered by this Agreement To determine the Superintendent's daily rate-of

pay, the parties agree that the Superintendent's annual base salary shall be divided by 224.

12. HoUdays. The Superintendent shall receive all holidays granted to the District's

certificated administrative employees.

13. Notification of Absence. The Superintendent shall keep the Board informed

about the Superintendent's time away from the District in excess of three (3) days, including the

Superintendent's plans to be absent from the District For planned non-work days, the

Superintendent shall give the Board as much advance notice as possible.

14. Annual Reporting Regnlrements. The Superintendent shall report to the Board

in writing on a monthly basis the Superintendent • s use of sick leave and non-work days.

15. Professional Dues. The District agrees to pay the Superintendent's dues for the

American Association of School Administrators (AASA), Association of California School

Administrators ("ACSA"), American Educational Research Association (AERA), Association

for Supervision and Curriculum Development (ASCD) and one local service organization.

16. Professional Meetings/Conferences. The Superintendent is expected to attend

appropriate professional meetings and conferences at local, state and national levels. Prior

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0146


approval of the Board shall be obtained when the Superintendent attends a meeting or conference

outside ofthe state.

17. Tax/Retirement Liability. Notwithstanding any other provision of this

Agreement, the District shall not be liable for any retirement or state/federal tax consequences to

the Superintendent, any designated beneficiary, heirs, administrators, executors, successors or

assigns of the Superintendent. The Superintendent shall assume sole responsibility and liability

for all state or federal tax consequences of this Agreement and all related payroll and retirement

consequences, including, but not limited to, all tax and retirement consequences stemming from

any payments made to the Superintendent as a result of the termination without cause provision

of this Agreement, retirement payments, expense reimbursements, and payments for insurance.

The Superintendent agrees to defend, indemnify and hold the District harmless from all such tax,

retirement and similar consequences.

18. Notification by Sunerinteodent Prior to Seeking Other Employment. The

Superintendent shall immediately notify the Board if the Superintendent becomes a finalist for

another position with any other employer.

19. Waiver of Credential ReQuirement. The Parties recognize that Education Code

section 35028 requires a district superintendent to bold a valid school administrative credential.

The Parties also recognize that Education Code section 35029 allows the governing board to

waive the credential requirement. Because the Superintendent has been the Superintendent of

three school districts outside of California and has previously served as the Superintendent of

Schools for the State of Illinois, the Board hereby waives the requirement of an administrative

credential for the Superintendent.

20. General Provisions.

a. Governing LawNenue. This Agreement, and the rights and obligations

of the parties, shall be construed and enforced in accordance with the laws of the State of

California. Venue shall be in Santa Clam County, California.

b. Entire Agreement. This Agreement contains the entire agreement and

understanding between the parties. There are no oral understandings, terms or conditions, and

neither party has relied upon any representation, express or implied, not contained in this

Agreement.

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c. No Assignment. The Superintendent may not assign or transfer any rights

granted or obligations assumed under this Agreement.

d. Modification. This Agreement cannot be changed or supplemented

orally. It may be modified or superseded only by a written instrument executed by both parties.

e. Excluslvltv. To the extent permitted by law, the parties agree that the

employment relationship between the District and the Superintendent shall be governed

exclusively by the provisions of this Agreement and not by Board policies, administrative

regulations, Management Handbooks or similar documents.

f. Management Honn. The parties recognize that the demands of the

position will require Superintendent to average more than eight (8) hours a day and\or more than

40 hours per week. The parties agree that Superintendent shall not be entitled to overtime

compensation.

g. Construction. This Agreement shall not be construed more strongly in

favor of or against either party regardless of which party is responsible for its preparation.

b. Board ApprovaL The effectiveness of this Agreement shall be

contingent upon approval by District's Board as required by law.

i. Execution of Other Documents. The parties shall cooperate fully in the

execution of any other documents and in the completion of any other acts that may be necessary

or appropriate to give full force and effect to this Agreement.

j. Independent Reyiew. The Superintendent has bad the opportunity to

obtain, and bas obtained, independent legal or other professional advice with regard to this

Agreement, and the consequences thereof, including tax and retirement consequences. The

Superintendent acknowledges that the terms of this Agreement have been read and fully

explained to him by his representative(s) and that those terms are fully understood and

voluntarily accepted.

k. Binding Effect. This Agreement shall be for the benefit of and shall be

binding upon all parties and their respective successors, heirs, and assigns.

I. Execution. This Agreement may be executed in one or more

counterparts, each of which shall be deemed an original, but all of which together shall constitute

one and the same instrument. Photographic copies of such signed counterparts may be used in

lieu of the originals for any purpose.

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m. Waiver. Any waiver of any breach of any term or provision of this

Agreement shall be in writing and shall not be construed to be a waiver of any other breach of

this Agreement

n. Savings Clause. If any provision of this Agreement or its application is

held invalid, the invalidity shall not affect the other provisions or applications of the Agreement

that can be given effect without the invalid provisions or applications and the provisions of this

Agreement are declared to be severable.

o. Public Record. The parties recognize that, once fmal, this Agreement is a

public record and must be made available to the public upon request.

Dated: ______ _

PALO ALTO UNIFIED SCHOOL DISTRICT

Barb Mitchell, President of the Board of Trustees

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PALO ALTO UNIFIED SCHOOL DISTRICT

SUPERINTENDENT'S SALARY SCHEDULE*

2014-2015 2015-2016 2016-2017 2017-2018 2018-2019

$295 000 $300,900 $306 918 $313 056 $319,318

*Progression on this salary schedule from one year to the next is based upon a two percent (2%) increase and shall be contingent upon an over all rating of satisfactory in the previous year's evaluation.


ACCEPJANCE OF OFFER

1 accept the above offer of employment and the terms and conditions 'thereof and will report for duty as directed above.

I understand that the District is relying upon information provided by me during the application process in extending this offer of employment. By signing below, 1 represent that 1 have not provided the District with any false infonnation or made any material misrepresentation during the job application process. 1 agree that false. incomplete, or misleading statements or omissions made during the job application process constitute dishonesty and breach of Chis Agreement and are grounds for termination of this Agreement for cause.

I have not entered into a contract of employment with the governing boerd, of another school district or any other employer that will in any way conflict with the terms or this Employment Agreement.

J:\wtlot$\9000 I \322\aj;l\00248~ I.DOC

16

Glenn "Max" McGee, Superintendent

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EMPLOYMENT CONTRACT BETWEEN THE BOARD OF EDUCATION OF

THE SACRAMENTO CITY UNIFIED SCHOOL DISTRICT AND THE SUPERINTENDENT

I. PREAMBLE

This Employment Contract {"Contract") is ratified as of the 17th day of July, 2014, by and between the BOARD OF EDUCATION OF THE SACRAMENTO CITY UNIFIED SCHOOL DISTRICT {hereinafter referred to as "BOARD" or "DISTRICT") and JOSE LUIS BANDA {hereinafter referred to as "SUPERINTENDENT" or "BANDA'') as follows:

II. TERM

The BOARD hereby employs the SUPERINTENDENT commencing on August I, 2014 through June 30,2017, subject to the provisions of Article XIV.

Ill. DUTIES

A. BANDA is employed as the SUPERINTENDENT in the DISTRICT and shall perform all functions as chief executive officer of the DISTRICT, and also as Secretary and Clerk to the BOARD as prescribed by the laws of the state of California. All duties shall be executed in accordance with federal and state law, the rules, and regulations of the State Board of Education, and DISTRICT policies.

B. In addition to the powers and duties enumerated in Education Code section 35035, BANDA shall have charge of the administration of schools under the direction of the BOARD. The SUPERINTENDENT shall: direct, supervise, and assign teachers and other employees of the schools under his supervision; organize, reorganize, and arrange the administrative and supervisory staff, subject to the direction of the BOARD, including instruction and business affair!;, as best serves the DISTRICT; select all personnel, except as to those positions designated as BOARD staff, subject to the delegation or direction of the BOARD; from time to time recommend regulations, rules, and procedures deemed necessary for the well ordering of the school DISTRICT; and, in general, perform all duties incident to the position of the Superintendent and such other duties as may be prescribed by the BOARD.

The SUPERINTENDENT agrees that to the best of his ability and experience he will at all times loyally and conscientiously perform all of the services, duties and obligations required of him either expressly or implicitly by the terms of this Contract, the laws of the state of California, and rules, regulations, and policies of the BOARD.

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C. The SUPERINTENDENT duties and responsibilities shall also include:

I. Recommending policies to the BOARD and drafting, implementing, and reasonably interpreting policies, regulations, rules, and procedures as the SUPERINTENDENT deems necessary for the DISTRICT;

2. Under the direction of the BOARD, carry out the administration and supervision of the DISTRICT, including instituting reform and systemic changes, such as curriculum and program offerings, as the SUPERINTENDENT finds necessary to affect positive changes in the DISTRICT;

3. Evaluating employees as provided by California law and the BOARD's policies;

4. Staying abreast of education trends and developments by reading widely, and subject to BOARD approval, visiting other districts and participating in appropriate professional development at the local, state, and national levels;

5. Serving as the primary liaison between the BOARD and DISTRICT administration regarding all employer-employee matters, and making recommendations to the BOARD concerning these matters;

6. In collaboration with the BOARD, establishing and implementing a process for keeping the BOARD abreast of developments, initiatives and issues in the DISTRICT;

7. Certifying and attesting to actions taken or decisions made by the BOARD, as authorized by law;

8. Working cooperatively with the BOARD as a liaison between the DISTRICT and the community; assuming responsibility for a program of public relations for the BOARD and DISTRICT; and creating and managing a cooperative working relationship between the DISTRICT and the community; and

9. The SUPERINTENDENT shall visit each DISTRICT education facility and school site for a period of time of no less than one hour per visit during each year of employment Visits shall take place during the instructional day and shall include time spent with students, staff, including the onsite administrator.

D. The parties recognize that the demands of the position will require the SUPERINTENDENT to average more than eight (8} hours a day and/or more than forty (40) hours per week. The parties agree that the SUPERINTENDENT shall not be entitled to overtime compensation or compensatory time off.

E. The SUPERINTENDENT shall focus his professional time, ability, and attention on DISTRICT's business during the Contract term. The SUPERINTENDENT shall have the option of utilizing reasonable amounts of work time to pursue educational, charitable, and/or professional activities so long as these activities are not in conflict with the DISTRICT's needs

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or interests or do not negatively affect or interfere with services provided by the SUPERINTENDENT under the Contract. The SUPERINTENDENT shall provide the BOARD a quarterly report of days used for this pu1pose. If the SUPERINTENDENT intends to use more than ten (IO) days per year for activities described herein, the SUPERINTENDENT shall seek approval of the BOARD. The SUPERINTENDENT shall utilize vacation time when rendering such services for compensation. The SUPERINTENDENT shall ensure that such compensation is not a conflict of interest with regard to his duties to the DISTRICT.

F. This is a Contract for the performance of professional services as SUPERINTENDENT of the DISTRICT. In recognition of the pu1poses of this Contract, the SUPERINTENDENT shall not be assigned to any other position.

IV. BOARD/SUPERINTENDENT COMMUNICATIONS

A. The BOARD and the SUPERINTENDENT agree that they shall work together in a spirit of cooperation and teamwork, and shall provide each other with periodic opportunities to discuss the BOARD/SUPERINTENDENT relationships and communications.

B. Within sixty (60) days of the SUPERINTENDENT's commencement of employment, the BOARD and the SUPERINTENDENT shall: meet to discuss the roles of the BOARD and the SUPERINTENDENT; develop a process and procedures by which the BOARD and SUPERINTENDENT will communicate, with emphasis upon productive and constructive communications between the BOARD and the SUPERINTENDENT; and to collaborate on the development and implementation of BOARD policies as they relate to the execution of the SUPERINTENDENT'S duties. The SUPERINTENDENT shall also recommend to the BOARD a process for keeping the BOARD abreast of developments, initiatives, and issues in the DISTRICT. Thereafter, the BOARD and the SUPERINTENDENT shall meet as needed for the purposes as stated herein.

C. The BOARD, individually and collectively, shall promptly refer to the SUPERINTENDENT orally or in writing, for his study and recommendation, any and all criticism, complaints, suggestions, communications or comments regarding issues in the DISTRICT and the SUPERINTENDENT's performance of his duties. The SUPERINTENDENT also shall share with the BOARD, criticisms, complaints, and suggestions concerning the DISTRICT that may come to his attention.

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V. SALARY

A. The SUPERINTENDENT's salary shall be Two Hundred Ninety Thousand Dollar.; ($290,000.00) per annum, payable in twelve (12) equal monthly payments under the Contract. The SUPERINTENDENT's work year shall be 223 scheduled work days or the same as cabinet level administrators to the extent revised during the term of the Contract.

B. The BOARD may, within its sole discretion, based on factors including but not limited to annual performance evaluations, increase the salary and/or other benefits of the SUPERINTENDENT. Additional adjustments to salary and/or benefits approved by the BOARD, shall be made in the form of an amendment to this Contract.

VI. PROFESSIONAL DEVELOPMENT/ADMJNISTRATIVE SUPPORT

A. The BOARD expects the SUPERINTENDENT to continue his professional development and expects him to participate in relevant learning experiences. The BOARD further expects, with prior BOARD approval, the SUPERINTENDENT to attend appropriate professional meetings, including appropriate out-of-state meetings. The SUPERINTENDENT shall provide the BOARD a quarterly review of days used for this purpose. In order for the SUPERINTENDENT to carry out such professional development, the BOARD shall reimburse the SUPERINTENDENT for reasonable and necessary expenses in connection with such BOARD-approved professional development and meeting attendance. Such reimbursements shall be made in accordance with the terms of applicable BOARD policies, regulations, and procedures. Time spent by the SUPERINTENDENT attending such meetings and conferences shall not be considered vacation or personal time. The District agrees to pay the SUPERINTENDENT's dues for the Association of California School Administrators ("ACSA'') and, with prior approval of the BOARD, other professional, service or civic organizations that maintain and improve the SUPERINTENDENT's professional skills or help fulfill the BOARD's expectations of the SUPERINTENDENT's community involvement and engagement.

B. In addition, the DISTRICT shall provide the SUPERINTENDENT with such facilities, equipment, supplies, and clerical assistance as appropriate to the SUPERINTENDENT's position, pursuant to applicable budget constraints, which are necessary for the adequate perfonnance of the SUPERINTENDENT's duties. The DISTRICT shall provide the SUPERINTENDENT, at DISTRICT expense, with appropriate technology that will assist the SUPERINTENDENT in the performance of his job duties and responsibilities. These may include, by way of example but not by way of limitation or entitlement, a laptop computer and/or tablet device such as an iPad, a cellular telephone, or other personal communication devices, a printer and

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internet access for duties carried out after nonnal working hours. · All such equipment shall remain the property of the DISTRlCT and shall be promptly returned upon the resignation, retirement, or termination of the SUPERINTENDENT.

VII. HEALTH, WELFARE, AND OTHER BENEFITS

A. The SUPERJNTENDENT shall be eligible to purchase, at his expense, the same benefits, including health and welfare benefits, which are currently granted to the DISTRICT's certificated and classified employees, or any subsequent benefits granted to management employees, or he may fund such benefits through an Internal Revenue Code (IRC) section 125 cafeteria plan, in compliance with JRC rules and regulations, or other insurance plans available to him or his family.

B. The SUPERINTENDENT shall be eligible to contribute, with no matching, percentage, or fixed contribution by the DISTRICT, to an IRC 403(b) plan or plans currently in effect in an amount not to exceed 403(b) or the DISTRICT plan amounts.

C. The DISTRICT has a group term life insurance policy for administrators and the SUPERINTENDENT shall be provided such policy.

VIU. VACATION AND SICK LEAVE

A. The SUPERJNTENDENT shall be entitled to twenty-five (25) days of annual vacation. Vacation may be earned and accrued only up to thirty-five (35) days at any point in time. Upon accumulation of thirty-five (35) days of unused vacation, the SUPERINTENDENT shall not earn vacation until the number of days accumulated is less than thirty-five (35). The SUPERINTENDENT may be paid at his daily rate for up to twenty (20) days a year for vacation earned but not used. The daily rate shall be the SUPERINTENDENT's annual salary divided by 223. Upon termination of employment with the DISTRICT, the SUPERINTENDENT shall be entitled to compensation for unused and accrued vacation days at the then current salary rate but, under no circumstances, shall exceed a total of thirtyfive (35) days. The DISTRICT shall provide the SUPERINTENDENT and the BOARD a quarterly report of accrued vacation time.

B. The SUPERINTENDENT shall accrue sick leave at the rate credited to management employees. Earned sick leave shall be cumulative as provided by state law and BOARD policy. The BOARD shall not be obligated to compensate the SUPERINTENDENT for accrued sick leave at the time of tennination or expiration of this Contract.

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IX. EXPENSES

A. All travel and expenses outside of Sacramento County will be reimbursed pursuant to the DISTRICT policies in effect for such reimbursements. The SUPERINTENDENT shall provide the BOARD a quarterly review of all reimbursed expenditures. All travel and expenses within Sacramento County will be incurred and not reimbursed to the SUPERINTENDENT.

B. The BOARD acknowledges that the SUPERINTENDENT will incur one-time expenses with respect to relocation in order to assume his duties. Accordingly, the BOARD agrees to pay the SUPERINTENDENT the sum not to exceed Fifteen Thousand Dollars ($15,000) to partially defray said relocation costs including, but not limited to, moving expenses, living expenses, travel, meals, mileage, etc. The DISTRICT shall pay the moving costs for the SUPERINTENDENT directly to the moving company with the remaining sum paid directly to the SUPERINTENDENT upon providing documentation of relocation expenses.

X. REPRESENTATIONS AND WARRANTIES

A. SUPERINTENDENT represents and warrants that he is in good health and able to meet the demands of the duties as the chief executive officer of the DISTRICT.

B. SUPERINTENDENT acknowledges that the DISTRICT does not represent or warrant, and shall not be liable for, any retirement or state/federal tax consequences to the SUPERINTENDENT, or any designated beneficiary, heirs, administrators, executors, successors or assigns of the SUPERINTENDENT. The SUPERINTENDENT shall assume the sole responsibility and liability for all state and federal tax consequences and all retirement consequences of the Contract whether a STRS or other retirement benefit.

XI. CREDENTIAL STATUS

SUPERINTENDENT represents that he currently holds a valid Administrative Services Credential in the State of California and that he shall renew his credential for the term of the Contract. The SUPERINTENDENT shall maintain a valid teacher's certificate, all in compliance with Education Code section 35028. The SUPERINTENDENT shall inform the BOARD of any change in credential status.

XII. EVALUATION

A. The BOARD and the SUPERINTENDENT shall meet periodically (quarterly is preferred but as directed by the BOARD) during the course of the year to discuss the working relationship between the SUPERINTENDENT and the BOARD, progress towards meeting the mutually agreed-upon goals and objectives, and agreed upon modifications to those goals and objectives.

B. Within ninety (90) days of commencement of employment, the SUPERINTENDENT and the BOARD shall meet to discuss and agree upon goals,

6

0157


objectives, and expected progress for the purposes of the evaluation of the SUPERINTENDENT'S performance for the 2014/15 school year. Thereafter, on an annual basis no earlier than May I and no later than June 30, the BOARD and the SUPERINTENDENT shall meet and agree upon goals and objectives for evaluation for the succeeding school year.

C. In addition, by May 31 of each year of the Contract, the BOARD shall evaluate the performance of the SUPERINTENDENT using an evaluation form and process as determined by the BOARD. For this purpose, on or before September 30 of each year of the Contract, the SUPERINTENDENT sball submit to the BOARD a recommended evaluation form and process. By October 31 of each school year, the BOARD shall meet with the SUPERINTENDENT to discuss the recommended evaluation form and process and shaH agree on the evaluation form and process for that school year. In the event that an agreement as to the evaluation form is not reached between the SUPERINTENDENT and the BOARD, the BOARD will adopt an evaluation format taking the SUPERINTENDENT's recommendations under advisement.

D. Using the agreed upon evaluation form and process, the SUPERINTENDENT, prior to his evaluation, shaH provide the BOARD a written self-appraisal of his accomplishments and attainment of the agreed upon annual goals, objectives, and progress. After the BOARD receives the SUPERINTENDENT's self-appraisal, the BOARD and SUPERINTENDENT shaH meet in closed session to discuss the written performance evaluation that will be provided to the SUPERINTENDENT and to discuss related matters, including possible extensions of the term of the Contract. Based on the closed session, the BOARD President shaH have overaH responsibility for completing the agreed upon evaluation form on behalf of the BOARD and the BOARD President shall seek BOARD approval. By June 15 of each year of the Contract, the BOARD shaH provide the SUPERINTENDENT with a copy of the completed evaluation form. The SUPERINTENDENT shall have the right to respond to the BOARD's written evaluation either orally during a closed session or in writing.

E. Within the initial 120, 240, 360 days of the SUPERINTENDENT'S employment with the DISTRICT, the SUPERINTENDENT and the BOARD will meet to review the progress on the goals and objectives as developed in accordance with subparagraph B of this provision.

xm. PROFESSIONAL LIABILITY

If any claim or action is brought against the SUPERINTENDENT within the scope of his duties as an employee of the DISTRICT, the DISTRICT shaH comply with provisions of Government Code section 825 et seq.

XIV. TERMINATION OF CONTRACT/EMPLOYMENT

A. This Contract may be terminated by:

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I. Mutual agreement of the parties;

2. Disability of the SUPERINTENDENT;

3. Retirement or unilateral termination of the SUPERINTENDENT;

4. Death of the SUPERINTENDENT;

S. Unilateral termination by the BOARD; or

6. Expiration of the term of the Contract.

In the event the SUPERINTENDENT is unable to perform the essential functions of his position (with or without reasonable accommodations) due to illness or other disability for a period of six (6) consecutive months, this Contract may be terminated by the BOARD following the medical examination by a licensed physician selected by the BOARD and certification by the examining physician that the SUPERINTENDENT is no longer capable of performing the job (with or without reasonable accommodation), as provided for in Article Ill. The SUPERINTENDENT will be entitled to receive (a) the payments prescribed under a disability benefit plan, if any, that may be in effect for DISTRICT cabinet officers and (b) salary, reimbursements or any other payments then due and owing to the SUPERINTENDENT.

It is understood that nothing in this paragraph shall constitute a waiver of any rights that the SUPERINTENDENT may have under applicable workers' compensation laws, provisions of the American with Disabilities Act under federal or state law, or other provisions of state statutes of similar effect.

B. Retirement or unilateral termination by the SUPERINTENDENT:

The SUPERINTENDENT may, at his option, unilaterally retire or terminate the Contract by giving written notice on or before May 15th of any year that he will not fulfill the obligation of the Contract during the succeeding school year, or after the beginning of the school year, by giving at least forty-five (45) days written notice to the BOARD that he wishes to be relieved of his Contract for the remainder of the period of the Contract as of a specific date.

C. Unilateral termination by the BOARD:

The BOARD may, at its sole option, unilaterally terminate the Contract without cause. Such unilateral termination shall terminate and extinguish all rights and obligations under this Contract, including, but not limited to, all salary and benefits, notwithstanding any period of time remaining on the term of the Contract. In the event of such termination, the BOARD will pay the SUPERINTENDENT an amount equal to the monthly salary of the SUPERINTENDENT multiplied by the number of months left on the unexpired term of the Contract. However, if the

8

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unexpired term of the Contract is greater than 12 months, the maximum amount paid by the BOARD shall be an amount equal to the monthly salary of the SUPERINTENDENT multiplied by 12. Pursuant to Government Code 53261, any health benefits of the SUPERlNTENDENT which he has maintained may be continued for the same period of time as set forth herein, or until the SUPERINTENDENT finds other employment, whichever occurs first.

D. Termination for Inappropriate Fiscal Practices. This provision is intended to implement the requirements of Government Code section 53260 subdivision (b). Notwithstanding any other provision of this Contract to the contrary, if the BOARD believes, and subsequently confirms through an independent audit, that the SUPERINTENDENT has engaged in fraud, misappropriation of funds, or other illegal fiscal practices, then the BOARD may terminate the SUPERINTENDENT and the SUPERINTENDENT shall not be entitled to any cash, salary payments, health benefits or other non-cash settlement.

E. Abuse of Office Provisions. 1n accordance with Government Code section 53243 et seq., and as a separate contractual obligation, should the SUPERINTENDENT receive a paid leave of absence or cash settlement if this Contract is terminated with or without cause, such paid leave or cash settlement shall be fully reimbursed to the DISTRICT if the SUPERINTENDENT is convicted of a crime involving an abuse of the office or position of SUPERINTENDENT as defined in Government Code section 53253.4. 1n addition, if the DISTRICT funds the SUPERINTENDENT's criminal defense against charges involving abuse of office or position and the SUPERINTENDENT is then convicted of such charges, the SUPERINTENDENT shall fully reimburse the DISTRICT all funds expended for the SUPERINTENDENT's criminal defense.

XV. NOTICE OF NON-RENEWAL AND EXTENSION OF THE CONTRACT

The BOARD agrees that it will give the SUPERINTENDENT at least sixty (60) days written notice prior to the expiration of the Contract, if the BOARD determines that it will not extend or renew the SUPERINTENDENT's Contract at the expiration of the term set forth in the Contract. 1n the event such notice is not given, the Contract shall be automatically renewed for one additional year under the same provisions. Said Notice of Non-Renewal and Extension of the Contract shall be in lieu of and considered in compliance with the notice provisions under Education Code section 35031. The SUPERINTENDENT shall provide notice to the BOARD of this provision at least 180 days prior to the expiration of the Contract.

XVI. MODIFICATION

The Contract contains all the understandings and agreements between the parties. Any modifications or amendments of any of the terms and conditions of the Contract must be expressly made by the parties hereto in writing.

XVII. SIGNATORY CLAUSE

Copies of signatures shall have the same force and effect as original signatures. Signature

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pages may be signed in counte~parts.

XVlll.SEVERABILITY

If any provision of this Contract is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Contract shall continue in full force and effect.

XIX. GOVERNING LAW

The Contract and rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the state of California, the rules and regulations of the State Board of Education, and to the rules and regulations of the BOARD. The Contract shall be interpreted pursuant to the laws of the state of California. Said laws, rules, regulations, and policies are hereby made a part of the terms and conditions of the Contract as though fully set forth herein.

XX. BINDING EFFECT

The Contract shall be for the benefit of and shall be binding upon the parties and their respective successors, heirs, and assigns.

XXI. WAIVER OF BREACH

No waiver of any breach of any term or provision of the Contract shall be construed to be, nor shall it be, a waiver of any other breach of the Contract. No waiver shall be binding unless in writing and signed by the party waiving the breach.

XXll. CONSTRUCTION

In any construction to be made of the Contract, the same shall not be construed against any party on the basis that the party was the drafter.

XXllL NOTIFICATION BY SUPERINTENDENT UPON BECOMING A FINALIST

The SUPERINTENDENT shall immediately notify the BOARD, in writing, if the SUPERINTENDENT becomes a finalist for employment outside the DISTRICT.

XXIV. NO ASSIGNMENT

Since the Contract is for the employment of the SUPERINTENDENT and his specific knowledge and talents, both parties acknowledge that neither party shall assign the Contract or any interests therein. Any such attempt to assign the Contract is null, void, and of no effect.

XXV. HEADINGS

The headings of sections of the Contract have been inserted for convenience or references only and shall not affect the interpretation of any of the provisions of the Contract.

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XXVI. COMPLETE AGREEMENT

The Contract constitutes and contains the entire agreement and understanding between the parties concerning the SUPERINTENDENT's employment with the DISTRICT. This is an integrated document This instrument supersedes and replaces all prior negotiations and all agreements proposed or otherwise, whether written or om!, concerning the subject matter hereof.

XXVII. INDEPENDENT REPRESENTATION

The SUPERINTENDENT and the BOARD each recognize that in entering into the Contract, the parties have had the opportunity to rely upon the advice of their own attorneys or other representatives, and have had the opportunity to review the terms of the Contract prior to signature and mtification. The SUPERINTENDENT acknowledges and agrees that legal counsel for the BOARD represents the BOARD's interest exclusively and that no attorney-client relationship exists between the SUPERINTENDENT and legal counsel for the BOARD.

XXID. EXECUTION OF OTHER DOCUMENTS

The parties shall coopemte fully in the execution of any other documents and in the completion of any other acts that may be necessary or appropriate to give full force and effect to the Contract.

XXIV. BOARD RATIFICATION

The Contract shall not be binding upon the DISTRICT unless mtified (approved) by the DISTRICT pursuant to Government Code 53262.

Dated: July_, 2014

Dated: July_, 2014

JOSE LUIS BANDA, Superintendent

BOARD OF EDUCATION OF THE SACRAMENTO CITY UNIFIED SCHOOL DISTRICT

By: PATRICK KENNEDY, President

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AGREEMENT FOR EMPLOYMENT OF SUPERINTENDENT

THIS AGREEMENT is made this !"day ofFebruary, 2007, by and between the

Governing Board of the San Marcos Unified School District and Kevin Holt ("Superintendent").

The District, by its Governing Board, and the Superintendent mutually agree as follows:

1. Term. District hereby employs Superintendent for a period beginning on February I,

2007 and terminating on June 30, 2009, subject to the terms and conditions set forth

below.

2. Salary. For the remainder of the 2006-2007 school year, the Superintendent's annual

salary shall be Two Hundred Thousand dollars ($200,000) per year, pro-rated based

on the percentage of the school year actually served as Superintendent. The

Superintendent's salary shall be payable in approximately equal monthly payments.

Beginning with the 2007-2008 school year, the Superintendent's annual salary shall

be increased by the same percentage increase applicable to other certificated

management employees, unless the parties agree to a greater salary increase as

described below. The parties agree that compensation shall be considered during

each evaluation cycle, beginning in August 2007, and that by mutual agreement, the

Superintendent's salary may be increased during the term of this Agreement

However, any increase in salary shall not increase the term of this Agreement.

3. Superintendent's Duties.

a. General Rules. The Superintendent is hereby employed to act as the District

Superintendent and shall perform the duties of District Superintendent as

prescribed by the laws of the State of California, Board Policies and

Administrative Regulations of the District, and the District'sjob description for

Superintendent. The Superintendent shall have primary responsibility for

execution of Board Policy and responsibility for the duties prescribed by

Education Code Sections 35035 and 35040. The Superintendent shall be the

Chief Executive Officer and Secretary for the Governing Board, and the Chief

Administrative Officer of the District

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b. Personnel Matters. The Superintendent shall have primary responsibility in

making recommendations to the Board regarding all personnel matters including

employment, assignment, transfer and dismissal of employees.

c. Administrative Functions. The Superintendent, as the chief executive officer,

shall: (I) review all policies adopted by the Board and make appropriate

recommendations to the Board; (2) periodically evaluate or cause to be evaluated

all District employees; (3) advise the Board of sources of funds that might be

available to implement present or contemplated District programs; (4) assume

responsibility for those duties specified in Education Code Section 35250; (5)

endeavor to maintain and improve his/her professional competence by all

available means; (6) establish and maintain positive community, staff and Board

relations; (7) serve as liaison to the Board with respect to all matters of employer

employee relations and make recommendations to the Board concerning those

matters; (8) recommend District goals and objectives to the Board; (9) unless

unavoidably detained, or otherwise directed by the Board, attend all regular,

special and closed session meetings of the Board.

d. Communitv Relations. The Superintendent shall make reasonable efforts to

participate and he involved in community functions and civic organizations that

may further the educational mission of the District.

4. Outside Professional Activities. By prior approval of the Board, the Superintendent

may undertake for considemtion outside professional activities, including consulting,

speaking and writing. The Superintendent's outside professional activities shall not

occur during regular work hours. In no event will the District be responsible for any

expenses attendant to the performance of such outside activities, nor shall such

outside activities interfere or conflict with the Superintendent's duties set forth herein.

5. Evaluation. The Board shall evaluate the Superintendent annually in writing by the

end of August for the school year ending the preceding June 30, except that during

the last year of this Agreement, the evaluation shall be completed before June 30.

During the month of July, the Superintendent shall place the subject of his evaluation

on the Board's agenda to ensure timely completion of his evaluation, except that

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during the last year of this Agreement, the Superintendent shall place the subject on

the May agenda.

The Board and the Superintendent shall annually develop and agree upon

performance goals and objectives that shall serve as the basis for an annual

evaluation. However, absent agreement, the Board retains discretion to establish

goals and objectives. Beginning with the 2007-2008 school year, such goals and

objectives shall be established no later than the first meeting of the Board in

September of each year.

The Board shall conduct its evaluation of the Superintendent in closed session

meetings of the Board. The Board shall then meet with and provide a copy of the

evaluation report to the Superintendent in a closed session Board meeting.

Upon completion of the evaluation process and determination that the

Superintendent's performance was satisfactory, the Board shall consider whether to

extend the Superintendent's contract for an additional year or years.

Based upon fmdings specified in the evaluation report, or if performance concerns

arise at any time during the term of this agreement, the Board may require the

Superintendent to prepare an action plan, in collaboration with the Board, which will

address areas identified as needing clarification, emphasis or improvement Any

action plan will be included as an addendum to the evaluation report If a

collaborative action plan cannot be agreed upon, the Board in its sole discretion shall

issue the action plan.

The Superintendent and the Board shall sign the evaluation report and action plan.

The Superintendent shall have ten {I 0) days from receipt of any evaluation to respond

in writing to the evaluation. Evaluations and action plans relating to the

Superintendent and any written comments in response shall be placed in the

Superintendent's personnel ftle. The evaluation procedures and requirements set

forth in this Agreement shall be the exclusive means by which the Superintendent is

evaluated and are intended to supercede any other provisions concerning evaluation

that might exist in applicable law or by virtue of any District rules, regulations,

policies or other agreements. Any failure on the part of the Board to meet the

requirements or deadlines set forth in this paragraph shall not release the

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Superintendent from fully and faithfully performing the services required to be

performed under this Agreement or constitute a default by District of its obligations

under this Agreement. In the event the Board fails to conduct the evaluation as

required by this section, the Board nonetheless shall be required to consider whether

to extend the Superintendent's contract for an additional year or years.

6. Termination of Agreement

a. Mutual Consent. This Agreement may be terminated at any time by mutual

consent of the Board and the Superintendent.

b. Non-Renewal of Agreement by the District. The Board may elect not to renew

this Agreement upon its expiration by providing written notice to the

Superintendent in accordance with Education Code section 35031 (currently 45

days prior notice) or other applicable provisions of law.

c. Termination for Cause. The Board may terminate the Superintendent for: (I)

acts done in bad faith to the detriment of the District; (2) refusals or failures to act

in accordance with specific provisions of this Agreement or Board directives; (3)

breach of this Agreement; (4) unsatisfactory performance; (5) misconduct or

dishonest behavior; or (6) conviction of a crime involving dishonesty, breach of

trust, or physical or emotional harm to any person. The existence of such cause

shall constitute a material breach of this Agreement and shall extinguish all rights

and duties of the parties under this Agreement. If such cause exists, the Board

shall meet with the Superintendent and shall submit a written statement of the

grounds for termination and copies of written documents the Board believes

supports the termination. If the Superintendent disputes the charges, the

Superintendent shall then be entitled to a conference before the Board in closed

session. The Superintendent and the Board shall each have the right to be

represented by counsel at their own expense. The Superintendent shall have a

reasonable opportunity to respond to all matters raised in the charges. The

conference with the Board shall not be an evidentiary hearing and neither party

shall have the opportunity to call witnesses. If the Board, after considering all

evidence presented, decides to terminate this Agreement, it shall provide the

Superintendent with a written decision. The decision of the Board shall be fmal.

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The Superintendent's conference before the Board shall be deemed to satisfy the

Superintendent's entitlement to due process of law and shall be the

Superintendent's exclusive right to any conference or bearing otherwise required

by law. The Superintendent waives any other rights that may be applicable to this

termination for cause proceeding with the understanding that completion of this

bearing exhausts the Superintendent's administrative remedies and then

authorizes the Superintendent to contest the Board's determination in a court of

competent jurisdiction.

d. Termination without Cause. The Board may, for any reason, without cause or a

bearing, terminate this Agreement at any time. In consideration for the exercise

of this right, the District shall pay to Superintendent the remainder of any salary

due under this Agreement, not to exceed eighteen (18) months. Such

termination payments shall be paid in a Jump swn, or on the same installment

basis as the Superintendent's salary is currently paid, at the Superintendent's

election. For purposes of this Agreement, the term "salary" shall include only the

Superintendent's regular monthly base salary and shall not include the value of

any other stipends, reimbursements or benefits received under this Agreement

Payments made pursuant to this termination without cause provision may be

subject to applicable payroll deductions and treated as compensation for state and

federal tax purposes. No payments made pursuant to this early termination

provision shall constitute creditable service or creditable compensation for

retirement purposes. Payments made pursuant to this termination without cause

provision shall be considered as final settlement pay and shall not count for any

retirement purposes; accordingly, no deductions shall be made for retirement

purposes.

The Superintendent shall also be entitled to District-paid health benefits,

as those benefits may change from time-to-time, until expiration of this

Agreement, a period of eighteen ( 18) months, or until the Superintendent obtains

other employment with health benefits or obtains health benefits from another

source, whichever occurs first.

The parties agree that any damages to the Superintendent that may result

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from the Board's early termination of this Agreement cannot be readily

ascertained. Accordingly, the parties agree that the payments made pursuant to

this termination without cause provision, along with the District's agreement to

provide health benefits, constitutes reasonable liquidated damages for the

Superintendent, fully compensates the Superintendent for all tort, contract and

other damages of any nature whatsoever, whether in law or equity, and does not

result in a penalty. The parties agree that the District's completion of its

obligations under this provision constitutes the Superintendent's sole remedy to

the fullest extent provided by law. Finally, the parties agree that this provision

meets the requirements governing maximum cash settlements as set forth in

Government Code sections 53260, et seq.

Notwithstanding any other provision of this Agreement to the contrary, if

the Board believes, and subsequently confurns through an independent audit, that

the Superintendent has engaged in fraud, misappropriation of funds, or other

illegal fiscal practices, then the Board may terminate the Superintendent and the

Superintendent shall not be entitled to the cash, salary payments, health benefits

or other non-cash settlement as set forth above. This provision is intended to

implement the requirements of Government Code section 53260(b ). The

provisions of Government Code section 53260 are incorporated into this

Agreement by this reference.

e. Disability. Upon written evaluation by a licensed physician designated by the

District indicating the inability of the Superintendent to perform the essential

functions of the position, with or without reasonable accommodation, this

Agreement may be terminated by the Board upon written notice to the

Superintendent and after providing a reasonable opportunity to respond. The

District may allow the Superintendent to continue in employment until expiration

of current and accumulated sick leave and differential leave, but upon receipt of

the written evaluation specified above, may immediately assign another employee

the duties of Superintendent or Superintendent.

f. ~ Death of the Superintendent immediately terminates this Agreement.

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8. Work Year/Vacation. The Superintendent is a full-time certificated management

employee and shall be required to render twelve (12) months of full and regular

service to the District, each school year during the term of this Agreement, pro-rated

during the remainder of the 2006-2007 school year. However, the Superintendent

shall be entitled to twenty six (26) working days of vacation each year without loss of

compensation (pro-rated during the remainder of the 2006-2007 school year),

excluding paid holidays. The Board expects the Superintendent to utilize this

apportionment of vacation time every school year. However, when unable to utilize

his full vacation entitlement, the Superintendent may accrue and carry forward from

year to year a maximum of twenty-six days of vacation time accrued but unused in

previous years If carrying forward accrued but unused vacation time from previous

school years, up to the maximum specified above, the Superintendent shall continue to

accrue current year vacation time until accrual of fifty two days of vacation time, but

then shall accrue no more until he reduces the balance of accrued but unused vacation

time, and thereafter will only accrue additional vacation time until he again reaches

the fifty two day threshold. At the conclusion of each school year, the District shall

pay the Superintendent for all accrued but unused vacation time in excess of twenty

six days at the then-existing daily rate of pay, such that the Superintendent will never

carry forward more than the twenty-six day maximum from year to year. When the

Superintendent determines to be absent for five (5) or more consecutive days off of

work, he shall give notice in advance to the Board.

9. Fringe Benefits. The Superintendent shall be afforded the following fringe benefits

of employment afforded other District certificated management personnel:

a. Sick Leave. The Superintendent shall accrue one day of sick leave for each

month of employment under this Agreement Earned, unused, sick leave may be

accumulated without limitation.

b. Health Insurance. The Superintendent shall be entitled to the same health,

dental, and vision benefits as provided to other District certificated administrators,

except that the Superintendent shall select only the Health Maintenance

Organization or Kaiser health benefit option. Benefits shall be provided to the

Superintendent in the same manner and subject to the same limitations (e.g. co-

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pays, deductibles, and similar requirements) as other certificated administrators,

as those benefits and limitations may change from time-to-time.

c. Post-Retirement Benefits. For health benefit purposes, upon retirement the

District shall continue to pay the cost of District-provided medical insurance

(Health Maintenance Organization or Kaiser) for the Superintendent and spouse,

providing that the Superintendent is age fifty five (55) or older, employed by the

District at the time of retirement, and has completed ten (I 0) consecutive years of

service with the District immediately prior to retirement. This obligation,

including any right to spousal coverage provided herein, shall terminate when the

Superintendent reaches the age of sixty five (65).

d. Doctoral Stipend. Upon receipt ofhis doctorate, the Superintendent shall be

eligible for a doctoral stipend in the amount and on the same terms and conditions

applicable to all other certificated management employees.

10. Expense Reimbursement. The District shall reimburse the Superintendent for actual

and necessary expenses incurred within the scope of the Superintendent's

employment, so long as such expenses are permitted by District policy or incurred

with prior approval of the Board. For reimbursement, the Superintendent shall submit

an expense claim in writing supported by appropriate written documentation. The

Superintendent shall also be entitled to utilize a District credit card for actual and

necessary expenses incurred within the scope of the Superintendent's employment,

subject to the same conditions specified above, including support by appropriate

written documentation.

II. Automobile. The Superintendent shall be provided an automobile allowance of seven

hundred dollars ($700) per month and shall also be provided with fuel for his

automobile at the District's expense for District business and related travel. The

Superintendent shall be reimbursed for routine maintenance and necessary repairs to

his automobile used for District business, in an amount not to exceed $2000 per school

year. For reimbursement, the Superintendent shall submit an expense claim in writing

supported by appropriate written documentation.

12. Supplemental Retirement Benefit. Each school year during the term of this

Agreement, the District shall contribute seven thousand six hundred dollars ($7600) to

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a tax shelter qualified 40l(a), 403(b) or 457 plan, or other lawful tax deferred

invesbnent account, as directed by the Superintendent. This benefit shall be payable as

soon as practicable after July 1 of each school year during the term of this agreement,

except that for the 2006-2007 school year it shall be paid, in an amount pro-rated

based on the remainder of the 2006-2007 school year, by June 30, 2007.

13. Professional Memberships. District agrees to pay Superintendent's annual

professional membership dues in the Association of California School Administrators

during the term of this Agreement. The District shall also pay for membership for one

additional professional organization and one local community service organization.

Such fees shall be paid in accordance with Section I 0 of this Agreement.

14. Medical Examinations. The Superintendent agrees to undergo an annual

comprehensive physical examination, if requested by the Governing Board. The

exarnination(s) shall be performed by a licensed medical doctor. A written statement

of such examination(s), including the medical doctor's conclusions or fmdings

regarding the Superintendent's ability to perform his duties, shall be obtained from the

doctor and submitted to the Board. The Superintendent shall provide the District a

medical release for this purpose. Costs of examinations and reports shall be borne by

the District.

15. Annual Reporting Requirements. The Superintendent shall report to the Board in

writing on or before July 1st of each year the Superintendent's use of sick leave and

vacation days.

16. Professional Meetings. The Superintendent is expected to attend appropriate

professional meetings at local and state levels. Prior approval of the Board shall be

obtained when the Superintendent attends a function outside of the state. To the extent

authorized by law, the District shall pay expenses related to attendance at all such

meetings, including mileage or other travel expenses, as set forth above.

17. Notice of Finalist in Search. In all cases, the Superintendent immediately shall notify

the Board should hefshe become a fmalist in the selection process for another position

with any other school district, educational agency or other potential employer.

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18. Waiver. No waiver of any breach of any term or provision of this Agreement shall be

construed to be, nor shall it be, a waiver of any other breach of this Agreement. No

waiver shall be binding unless in writing and signed by the party waiving the breach.

19. Complete Agreement. This Agreement constitutes and contains the entire agreement

and understanding between the parties concerning the Superintendent's employment

with the District This is an integrated document This instrument supersedes and

replaces all prior negotiations and all agreements proposed or otherwise, whether

written or oral, concerning the subject matter hereof. This Agreement supersedes and

extinguishes all rights, duties and obligations specified in the Agreement for

Employment oflnterim Superintendent and the Agreement for Employment of the

Assistant Superintendent, Human Resources and Development between the Governing

Board of the San Marcos Unified School District and Kevin Holt.

20. Governing Law. This Agreement has been executed and delivered within the State of

California, and rights and obligations of the parties hereunder shall be construed and

enforced in accordance with, and governed by, the laws of the State of California.

21. Construction. Each party has cooperated in the drafting and preparation of this

Agreement Hence, in any construction to be made of this Agreement, the same shall

not be construed against any party on the basis that the party was the drafter. The

captions of this Agreement are not part of the provisions of this Agreement and shall

have no force or effect.

22. Execution. This Agreement may be executed in one or more counterparts, each of

which shall be deemed an original, but all of which together shall constitute one and

the same instrument. Photographic copies of such signed counterparts may be used in

lieu of the originals for any purpose.

23. No Assignment. The Superintendent may not assign or transfer any rights granted or

obligations assumed under this Agreement.

24. Modification. This Agreement cannot be changed or supplemented orally. It may be

modified or superceded only by a written instrument executed by both parties

25. Exclusivity. To the extent permitted by law, the parties agree that the employment

relationship between the District and the Superintendent shall be governed exclusively

by the provisions of this Agreement

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26. Independent Representation. The Superintendent and the Board each recognize

that in entering into this Agreement, the parties have relied upon the advice of their

own attorneys or other representatives, and that the terms of this Agreement have been

completely read and explained to them by their attorneys or representatives, and that

those terms are fully understood and voluntarily accepted. The Superintendent

acknowledges and agrees that legal counsel for the Board represents the Board's

interests exclusively and that no attorney-client relationship exists between

Superintendent and legal counsel to the Board.

27. Management Hours. The parties recognize that the demands of the position will

require Superintendent to average more than eight (8) hours a day and/or more than 40

hours per week. The parties agree that Superintendent shall not be entitled to overtime

compensation or compensatory time off.

28. Savings Clause. If any provision of this Agreement or its application is held invalid,

the invalidity shall not affect the other provisions or applications of the Agreement

that can be given effect without the invalid provisions or applications and the

provisions of this Agreement are declared to be severable.

29. Board Approval. The effectiveness of this Agreement shall be contingent upon

approval by Districts' Boards as required by law.

30. Binding Effect. This Agreement shall be for the benefit of and shall be binding upon

all parties and their respective successors, heirs, and assigns.

31. Execution of Other Documents. The parties shall cooperate fully in the execution of

any other documents and in the completion of any other acts that may be necessary or

appropriate to give full force and effect to this Agreement.

11


The Board of Trustees of the San Marcos Unified School District

DATED:_~::::;,.....''-f-1"-+J )-=o-+1-7 I

· ~~/ ~

Beckie Garrett, Member

~.lim~~$ ~ Sh:~u&J..Q

Pam Bancells, Member

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ACCEPTANCE OF OFFER

I accept the above offer of employment and the terms and conditions thereof and will report for duty as directed above.

I have not entered into an Agreement of employment with the governing board of another school district or any other employer that will in any way conflict with the terms of this employment agreement

I hold legal and valid administrative and teaching credentials each of which are or will be recorded in the Office of the Superintendent of Schools of San Diego County before receipt of my first payroll warrant I further certify that I meet the qualifications of Education Code section 35028.

DATED: z/ J lo I

Kevin Holt, Superintendent

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FW: CONFIDENTIAL: Poway Unified new superintendent contract Microsoft Outlook on behalf of Oconnor-Ratcliff, Michelle Sent: Sunday, February 12, 2017 7:19 AH To: Sellers, Charles Cc: Zane, Thomas; Patel, Darshani:l; Beatty, Kimberley Attachments:FW: CONFIDEr·fT!AL: Poway Unifi ... (13 MB)

Sender: moconnor-ra1:cli ff~lpowayusd. com Subject: FW: CONFIDENTIAL: Poway Unified nei>J superintendent contract Mess age- Id: <704463B23F946E4697DD18BB042E087A7BED1CDB@DOEX2010;1BX1. pusd. dom> To: csellers@powayusd. con\ Cc: tjzane@pm·;ayusd.com Cc: dpatel@povJayusd. corn Cc: [email protected] Cc: ks beatty6(~ilgmail. com, For~>Jarded: kbeatty~:powayusd. com

htws ://email .po<.-ayusd.corn/ow;VdiscoviJrYr>l ai Ibex 1 @powayusli.comi?:wo ltem&t-IP\,( .Hote&id• Rf)f·JJV\DxH:rtH20EN SYO:P laM01Efflw Bl..oEdHTrW US?.. 111

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51212017 FW: CONFIDENTlAL: Poway Unified re.v superintendent contract

FW: CONFIDENTIAL: Poway Unified new superintendent contract Oconnor-Ratcliff, Michelle Sent: Sunday, February 12, 2017 7:19AM To: Sellers, Charles Cc:: Zane, Thomas; Patel, Oarshana; Beatty, Kimberley Attachments:ACSA Supt Sample Contract-l.docx (516 KB); Collins Contract 3-17-14.pdf (197 KB); Phelps WSD Contract signed-l.pdf (2

MB); Phelps WSD Cert Mgmnt Sala-1.pdf (95 KB) ; Alpine.pdf (520 KB) ; Coronado.pdf (741 KB); Cotati-Rohnert Park.pdf (386 KB) ; Jurupa.pdf (441 KB) ; Ontario.pdf (1 MB) ; Palo Alto.pdf (1 MB); Sacramento.pdf (755 KB); San Marcos.pdf (5 MB)

Per Charles' request.

[email protected]=ltern&t->IPM.Note&id=RgAAAADxHzaH20ENSYQcP1aM01EfBwBL.oEdHTrWUS7... 111

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.-.. - flimil··. • llmil lmilil. ·. J. J. . J.' J. J..:

Coronado.pdf Collins Contract Alpine.pdf ACSA Supt Sample San Marcos.pdf Sacramento.pdf 3-17·14.pdf Contract 12 116.doc

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Phelps WSD Phelps WSD Cert Palo Alto.pdf Ontario. pdf Jurupa.pdf Cotati-Rohnert Contract signed Su fMgmnt Salary Sched Park.pdf


Paik, Christ ine

From:

Sent: To: Subject:

FYI

Kimbfo'rley Be2tty dr.imberlfo'[email protected] >

Friday, March 03, 2017 8:01PM Charles Sellers FW: PUSD Board ~vleeting, Tuesday, March 7, 2017 6pm

PO\VA Y UNIFIED SCHOOL DISTRICT BOARD OF EDUCATION MEETING AGENDA

The link to the agenda packet for the Poway Unified School District Regular Board Meeting on

Tuesday, March 7, 2017: hl:m;LLw·v.,~.:v.po~tva_yusd.com"'P~LSD.i}J.lediail~gflJQ~.

ln.1E£:S:~s/Boardr~ !2endas/;?l}! 7IO-A!!g_Q(b-R~~i;.;ed.:.J ~ 7:2Q.L 7 -Bo;ml:}vi~s:Ji nu.ndJ

Unfortunately the superintendent hiring process has not been without controversy. Here is a link to a Notice of Legai Violations: 2017 ·03-QJ_YioL'1.ti.t!DJi..J"1t.ltic.:.9.Jl.<;l.f This is disheartening as this could have been avoided had the process been conducted with integrity by our Board

leadership.

District Office Community Room

15250 A venue of Science - San Diego, CA 92128

OPEN SESSION BEGINS AT 6:00P.M.

Let me know if you have any questions. I hope to sec you there.

In your servi ee, Kimberley Beatty

Trustee, Poway Unified School District 858-335-4878

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}X1Y tf:[~...i.JJ:JiJ{J..~;i..2 -~~(.~~.YJ1ftS~.!l!!1.JI"f~~J.biliJf~i !dt?.@ffi_.f~:.lb~.S!:lliJ.~.~l-~Ul[g~WJ~!lG.~~~

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Paik, Christine

From: Sent: To: Subject:

Kimberley Beatty <[email protected]> Wednesday, February 15, 2017 12:23 AM Charles Sellers FW: My statement

From: Kimberley Beatty [mallto:[email protected]} Sent: Wednesday, February 15, 201712:23 AM To: 'Sorensen, Emily' <[email protected]> subject: My statement

Here is my statement that you requested this evening:

"I felt that another candidate was a better match for our district. Because of a deadlock, I would have liked to continue with Interim Superintendent Tony Apostle while resuming our search for a superintendent the whole board could support. I also had concerns about the integrity of the process. The board president's actions lacked transparency."


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Paik, Christine

From: Sent: To: Subject:

Charles Sellers <[email protected]> Monday, April 24, 2017 1:57 PM Danford, Dar! Fw: FW: My statement

---- Forwarded Message --From: Kimberley Beatty <[email protected]> To: Charles Sellers <[email protected]> Sent: Wednesday, February 15, 2017, 1 :06:55 AM PST Subject: FW: My statement

From: Kimberley Beatty [mailto:[email protected]) Sent: Wednesday, February 15,2017 12:23 AM To: 'Sorensen, Emily' <[email protected]> Subject: My statement

Here is my statement that you requested this evening:

"I felt that another candidate was a better match for our district. Because of a deadlock, I would have liked to continue with Interim Superintendent Tony Apostle while resuming our search for a superintendent the whole board could support. I also had concerns about the integrity of the process. The board president's actions lacked transparency."

Kimberley Beatty

Trustee, Poway Unified School District

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858-335-4878

2

PROOF OF SERVICE

I. My name is Janna Ferraro . I am over the age of eighteen. I am employed in the

State of California, County of _San DiegQ_ _____ .

2. My ___.Jf._ business __ residence address is Briggs Law Corporation, 4891 Pacific Highway, Suite 104, San Diego, CA 92110

3. On August 21 , 2017 , I served __ an original copy ~a true and correct copy of the

following documents:__flaintifrs Brief in Opposition to Defendants' Special Motion t!!.J>/.S""tr._._ik""e"----Pursuant to Code of Civil Procedure Section 425.16; Declarations of Christopher Garnier and

_Cru:y_J. Briggs; Supporting Exhibits

4. I served the documents on the person(s) identified on the attached mailing/service list as follows:

_ by personal service. I personally delivered the documents to the person(s) at the address(es) indicated on the

Jist.

_ by U.S. mail. I sealed the documents in an envelope or package addressed to the person(s) at the address(es)

indicated on the list, with first-class postage fully prepaid, and then I

_deposited the envelope/package with the U.S. Postal Service

__ placed the envelope/package in a box for outgoing mail in accordance with my office's ordinary

practices for collecting and processing outgoing mail, with which I am readily familiar. On the same

day that mail is placed in the box for outgoing mail, it is deposited in the ordinary course ofbusiness

with the U.S. Postal Service.

I am a resident of or employed in the county where the mailing occurred. The mailing occurred in the city of

San Diego, California.

_by overnight delivery. I sealed the documents in an envelope/package provided by an overnight-delivery

service and addressed to the person(s) at the address(es) indicated on the list, and then I placed the

envelope/package forcollection and overnight delivery in the service's box regularly utilized for receiving items

for overnight delivery or at the service's office where such items are accepted for overnight delivery.

_by facsimile transmission. Based on an agreement ofthe parties or a court order, I sent the documents to the

person(s) at the fax number(s) shown on the list. Afterward, the fax machine from which the documents were

sent reported that they were sent successfully.

L by e-mail delivery. Based on the parties' agreement or a court order or rule, I sent the documents to the person(s)

at the e-mail address(es) shown on the list. I did not receive, within a reasonable period oftime afterward, any

electronic message or other indication that the transmission was unsuccessful.

I declare under penalty of perjury under the laws __ of the United States _.f.__ of the State of California

that the foregoing is true and correct.

Date: Aue:ust 21 , .42x.01._.7 __

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SERVICE LIST San Diegans for Open Government v. Poway Unified School District et al.

San Diego County Superior Court case no. 3 7-20 I7 -000 I5I3 6-CU-M C-CTL

Mark R. Bresee, Amy Estrada & Alyssa Ruiz de Esparza Atkinson, Andelson, Loya, Ruud & Romo I6870 West Bernardo Drive, Suite 330 San Diego, CA 92I27 mbresee aalrr.com aestrada maalrr.com armz ees arza aJaa rr.com

Attorneys for Defendants/Respondents Poway Unified School District, Marian Kim-Phelps, Michelle O'ConnorRatcliff, T.J. Zane, and Darshana Patel