Fresno Unified School District Superintendent Employment Agreement This Employment Agreement ("Agreement") is made and entered into on 2013, by and between the Governing Board of the Fresno Uni?ed School District ("District? or ?Board") and Michael E. Hanson, ("Superintendent"). 1. ?31311. District hereby employs Superintendent for a period beginning on July 1, 2013, and terminating on June 30, 2017, subject to possible annual extensions of the Agreement if the Superintendent receives a positive evaluation in accordance with section 10 of this Agreement entitled "Evaluation". 2. Salem. a. Effective July 1, 2013, the Superintendent's annual salary shall be Two Hundred Ninety-Seven Thousand Dollars and No Cents per year, payable in approximately equal payments. I b. Effective July 1, 2014, and each successive July 1St thereafter during the term of this Agreement, the Superintendent?s annual salary as set forth in 2a. above shall be increased by a percentage equal to the annual California Consumer Price Index for Urban Wage Earners and Clerical Workers as calculated by the Department of Industrial Relations. increase in salary as set forth herein shall not constitute the creation of a new agreement nor extend the term of this Agreement 3. Fringe Benefits. a. Fringe Benefits. While actively employed by the District, 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 District certificated administrative employees as those benefits may change from time-to?time. I 1). Auto Allowance. The Superintendent is required to have a vehicle available to perform the duties of his position. In order to reimburse - the Superintendent for this vehicle requirement and to pay for all in-district work?related automobile travel expenses, the Superintendent shall. be entitled to a vehicle allowance of $1,000.00. All expenses incurred in the use and operation of this vehicle shall be borne exclusively by the Superintendent. The Superintendent's receipt of this automobile allowance shall be in lieu of mileage reimbursement for in-district travel. 005301.00080 1112640111 e. ln?Distriet Exnense Reimbursement. The Superintendent shall be paid a stipend of $1,000.00 to compensate the Superintendent for all in?district business expenses incurred. This stipend shall be in lieu of entitlement to reimbursement for such in?district expenses. ti. Expense Reimbursement: General. 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 the Board and are consistent with this Agreement and District policy. For reimbursement, the Superintendent shall submit and complete expense claims in writing in accordance with the District's policies, rules and regulations. The Superintendent's expense claims shall be supported by appropriate documentation prior to reimbursement. The Superintendent shall not be entitled to reimbursement for any expenses already covered by in?district expense allowances or in?district automobile allowances. - e. Professional Dates. The District agrees to pay for or reimburse the cost of dues for the Superintendent's participation in the Association of California School Administrators and a local civic organization of the Superintendent?s choice. f. insurance. The District shall pay the Superintendent a total of $4,700.00 annually to allow the Superintendent to purchase personal life and disability insurance policies. The Superintendent shall select the providers, the bene?ciaries, and all other terms and conditions of the policies. The District?s duties under this paragraph shall be ministerial in nature and shall consist solely of the obligation to pay $4,700.00 annually to companies designated by the Superintendent for the purchase of the policies. The Superintendent shall be solely respOnsible for all tax, retirement and other consequences of all decisions made regarding these policies. 4. Retirement Payments. In addition to the District?s statutory contribution to the California State Teachers Retirement System on the Superintendent?s behalf, the District agrees to make an annual employer contribution on the Superintendent?s behalf to a 403 plan sponsored by the District in an amount equal to the total maximum annual employee contribution allowable for such year, as determined under the Internal Revenue Code (the ?Code?) without regard to any allowable catch-up contributions. The District shall likewise make an employer contribution on the Superintendent?s behalf in the same amount to a 457(b) plan established by the District and an employer contribution on the Superintendent?s behalf in the same amount to the District established 401(a) plan. The contributions to the 403 457(b) and 401(a) plans shall be non?elective employer contributions and the Superintendent shall have no right to receive such contributions in cash. These retirement contributions may be made on a or annual (end of the calendar?year) basis as the District 00580100080 1112640111 elects. The Superintendent shall only accrue an entitlement to these employer contributions on a basis during the term of his employment with the District. The Superintendent shall always be fully vested in his account balance under the 403(b), 457(b) and 401(a) plans. The Superintendent shall have the sole ability to choose the investments for the 403(b), 457(b) and plans from among. the investment options provided under those plans. Consistent with Section 19 below, the Superintendent shall be solely responsible for all tax, retirement and other consequences of all decisions made regarding these bene?ts. I 5. Life Time Health Benefits. Notwithstanding any District policy to the contrary, the District agrees that the Superintendent has satisfied all of the conditions set forth in the Superintendent?s Employment Agreement executed on June 15, 2005 necessary for the Superintendent and his wife, but not other dependents, to receive life time District paid health benefits and therefore, the District hereby grants the Superintendent and his wife, Julie Montali, life time District paid health bene?ts, using the same benefit provisions applicable to qualifying District certificated employees and under the same benefit plan provisions in effect in June 2005. The key provisions of the District?s certificated health bene?t plan in effect as of June 2005 are set forth in Exhibit A, which is attached to this Agreement and hereby incorporated as if fully set forth herein. The Superintendent and his wife shall be entitled to life time health benefits if and when 1) the Superintendent retires from and (2) the Superintendent is at least 57.5 years old. The Superintendent need not retire from the District to receive these benefits. 6. State Takeover. The parties understand that the District?s fiscal condition has been impacted by the ongoing budget crisis, together with continuing cuts in state and federal ?mding for public schools. It is further understood that in the event it becomes necessary in order to address its critical financial needs, the District may be required, or otherwise elect, to implement extraordinary fiscal relief measures, including seeking a State loan or apportiomnent. The parties understand that implementation of certain District ?scal relief, reorganization, or restructuring, by whatever name designated, could result in the appointment of an administrator to administer some or all of the District's functions or operations ("State Administrator?). The parties have reviewed the provisions of Education Code sections 41320 et. seq. and acknowledge that this Agreement cannot be implemented contrary to the law. Specifically, the parties acknowledge that, under some fiscal situations, the Education Code requires the termination of the Superintendent and sets the final compensation of the Superintendent. (See Education Code section 4l326, subsections (0) and Acknowledging this 005301.00080 11126401Jl understanding of the law, the parties agree that, if prior to expiration of this Agreement, the District's ?scal condition necessitates a state loan or apportionment and the appointment of a State Administrator, and the law requires that the Superintendent can no longer continue in his capacity as Superintendent, then the provisions of the "Termination without Cause? section of this Agreement shall be triggered; that is, the Superintendent shall be entitled, to the extent permitted by law, to receive salary and health bene?ts for twelve (12) months in accordance with the conditions speci?ed in Section 11(d) of this Agreement; in addition, the Superintendent shall be entitled to sixteen (16) years of service credit toward life time health bene?ts. Fitness for Duty Examination. Upon request, the Superintendent shall undergo physical/mental examination by a District appointed physician. Prior to the examination, the Superintendent agrees to execute District provided medical releases from all treating physicians authorizing the District appointed physician to review all 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 shall be borne by the District. The physician shall submit a con?dential written report to the Board addressing only the Superintendent's ?tness to perform the job. The physician?s report shall speci?cally 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 con?dential medical information shall be submitted to the Board, the District, any third party, or any of the District?s of?cers, agents or employees unless it is determined that the Superintendent is unable to perform the essential functions of his 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 his position. If the 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 his 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 his 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 mability to perform the essential functions of his position. 00580100080 11126401 .11 8. a. Snnerintendent?s Duties. Generai Bnties. The Superintendent is employed as District Superintendent and shall perform the duties of District Superintendent as prescribed by the laws of the State of California, Board Policy, and the Superintendent?s job description which is attached as Exhibit B. 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 17604. b. Personnei 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 complaints and concerns made to individual members of the Board, or the Board as a body, for review and action by the Superintendent. e. Administrative Functions. The Superintendent, as the chief executive of?cer, shall (1) 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; and (9) unless unavoidably detained, or with prior Board approval to be absent, attend all meetings of the Board with the exception of those closed sessions in which the Board discusses matters related to the Superintendent?s employment. 9. By prior approval of the Board, the Superintendent may undertake for consideration outside Gntside Professional Activities. professional activities, including consulting, speaking and writing. The Superintendent's outside professional activities shall not occur during regular work hours or otherwise interfere with Superintendent's ability to satisfactorily perform the duties of his position. The Superintendent may, with prior approval of the Board, continue to draw a salary while engaged in such outside activities. 00580100080 1112640111 In such cases, any honoraria paid to the Superintendent in connection with these activities shall be paid to the District. if the Superintendent chooses to use vacation days to perform outside activities, he may retain any honoraria paid. The Superintendent agrees that he will not utilize District staff or property in performing these outside activities without prior written approval by the Board. In no case will the District be responsible for any expenses attendant to the performance of such outside activities unless prior Board approval is obtained. Evaluation. a. Yearly Evaluation initiated by Superintendent. The Board shall devote a portion of at least one meeting annually to discuss and evaluate the performance and working relationship between the Superintendent and the Board. This evaluation shall be based on the position description and any mutually agreed upon District goals and objectives, which shall be jointly developed by the Superintendent and the Board by January 30th of each year during the term of this Agreement. b. Self Evaluation. To assist the Board in the evaluation process, the Superintendent shall complete, no later than November 1st each year, 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." e. Board Review. Upon receipt of the self-evaluation and the "State of the District" report, the Board shall complete a written evaluation report in closed session meetings of the Board before December 15th. To initiate the evaluation process, the Superintendent shall inform the Board President in writing by November 1st of the need for an evaluation. Upon completion, the Board shall meet with and provide a copy of the evaluation report to the Superintendent in a closed session Board meeting. Based upon ?ndings speci?ed in the evaluation report, the Superintendent, in collaboration with the Board, will prepare an action plan, if necessary, which will address areas identi?ed as needing 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 the 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 action plan. If performance de?ciencies become a concern, nothing shall prevent the Board from conducting more than one formal evaluation each school year. d. Contract Extension. During each annual evaluation, the Board shall af?rmatively determine if the Superintendent?s evaluation is positive, as set forth below. If the evaluation is positive, the Superintendent's contract shall be extended by one year. 00580100080 11126401ll e. Evaiuation Rating. At the conclusion of each evaluation, the Board shall determine in writing on the Superintendent's written evaluation whether or not the evaluation is deemed to be a "positive" evaluation so that a clear and affirmative decision is made regarding the Superintendent's entitlement to a contract extension. f. Faiiure to Evaiuate. If the Board fails to evaluate the Superintendent by June 30th of the year in question, the evaluation shall be deemed positive for the limited purpose of a contract extension, so long as the Superintendent has timely informed the Board in writing of its duty to conduct the Superintendent's evaluation and the time line for the evaluation. 11. 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 Bistrict. The Board may elect not to renew this Agreement upon its expiration by providing written noticeto the Superintendent in accordance with Education Code section 35031 (currently 45 days prior notice) or 'other applicable provisions of law. e. Termination for Cause. The Board may terminate the Superintendent for: breach of this Agreement; (2) unsatisfactory performance; (3) refusal or failure to act in? accordance with a speci?c provision of this Agreement or a directive or order of a majority of the Board; (4) misconduct or dishonest behavior with regard to his employment; (5) conviction of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person; or (6) for other conduct seriously prejudicial to the District. 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 to him 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 an evidentiary hearing 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 parties shall have the opportunity to call relevant witnesses and to introduce documentary and other evidence. Technical rules of evidence shall not apply, but relevant evidence may be admitted and given probative effect only if it is the kind of evidence upon which reasonable persons are accustomed to rely in the conduct of serious affairs. The hearing shall be recorded. 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 ?nal. The Superintendent's 00580100080 hearing 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 law. The Superintendent 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 determination in a court of competent jurisdiction. d. 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 the Superintendent from the date of termination until the expiration of this Agreement, or for a period of twelve (12) months, whichever is less, an 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 he shall notify the District in writing immediately if he earns income ?om any employment? related source as de?ned above. For purposes of this Agreement, the term "salary" shall include only the Superintendent's regular salary and shall not include the automobile or expense allowances or the value of any other bene?ts 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 purposes. No payments made pursuant to this early termination provision shall constitute creditable service or creditable compensation for retirement purposes. Payments made pursuant to the termination without cause provision shall be considered as ?nal settlement pay and shall not count for any purposes; accordingly, no deductions shall be made for retirement purposes. The Superintendent shall also be entitled to District-paid health bene?ts, as those bene?ts 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 bene?ts, whichever occurs ?rst. The parties agree that any damages to the Superintendent that may result ??om the Board's early termination of this Agreement camiot 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 bene?ts, constitutes reasonable liquidated damages for the 11126401Jl 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 5 3260, et seq. Notwithstanding any other provision of this Agreement to the contrary, if the Board believes, and subsequently con?rms through an independent audit, that the Superintendent has engaged in fraud, misappropriation of funds, or other illegal ?scal practices, then the Board may terminate the Superintendent Without cause and the Superintendent shall not be entitled to any cash, salary payments, health bene?ts or other non-cash settlement as set forth above. This provision is intended to implement the requirements of Government Code section 53260(b). 12. 1 Sick Leave. The Superintendent shall be allocated twelve (12) days of sick leave annually. This leave may be accumulated inde?nitely but shall not be compensable. 13. Holidays. The Superintendent shall receive all paid holidays granted to the District's certi?cated administrative employees. The District currently grants its certi?cated employees thirteen (13) paid holidays per year. 14. Work Year. The Superintendent shall be required to work two hundred twenty? eight (228) 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 salary shall be divided by 228. 15. Vacation. The Superintendent shall annually be entitled to twenty??ve (25) days of vacation with pay, exclusive of holidays. The Superintendent?s entitlement to vacation days shall be accrued on a month-to?month basis. If this Agreement is terminated, the Superintendent shall be compensated for all unused accrued vacation at the salary rate effective at the time of termination. Vacation time may be accumulated from year-to- year but no more than ?fty (50) days of unused vacation be paid at the expiration or termination of this Agreement, nor may more than ?fteen (15) days he carried forward from any ?scal year. 00580100030 1112640111 lo. Noti?cation of Absence. If the Superintendent plans on being absent or on vacation from the District more than five (5) continuous workdays, the Superintendent shall notify the Board President in advance._ l7. Reporting Requirements. The Superintendent shall report to the Board in writing on an annual basis the Superintendent?s use of sick leave and vacation days. 18. Professional Meetings. The Superintendent is expected to attend appropriate professional meetings at local, state and national levels. Prior approval of the Board shall be obtained When the Superintendent attends a function outside of the state. 19. Notwithstanding any other provision of this Agreement, the District shall not be liable for Tax/Retirement Liability. any retirement or state/federal tax consequences to the Superintendent, any designated bene?ciary, 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 retirement payments, payments for automobile or expense reimbursements, payments for insurance, payments made to the Superintendent as a result of the termination Without cause provision of this Agreement and any other payments made by the District to the Superintendent pursuant to this Agreement. The Superintendent agrees to defend, indemnify and hold the District harmless from all such tax, retirement and similar and/or related consequences. ASSeinblv Bill l344 Reonired Provision. In accordance With the requirements of Assembly Bill 1344, in the event this Agreement is terminated, any cash settlement paid to the Superintendent related to such termination shall be fully reimbursed to the District if the Superintendent is convicted of a crime involving an abuse of office or position as described in Government Code section 53243.4. In addition, any salary paid to the Superintendent by the District in the form of paid leave pending an investigation into charges of abuse of office or position by the Superintendent, or any District funds paid for the Superintendent?s criminal defense regarding charges of abuSe of office or position, shall be fully reimbursed to the District in the event the Superintendent is convicted of such crime. (Government Code sections 53243, 54243.1, 54243.2, 54243.3, and 54243.4) 00580100080 1112640111 21. Genera} Provisions. a. Governing Law. 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 Fresno County, California. h. 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. declared invalid or unenforceable by judicial, legislative or administrative authority of competent c. If one or more of the provisions of this Agreement are hereafter jurisdiction, then the parties hereto agree that the invalidity or unenforceability of any of the provisions shall not in any way affect the validity or enforceability of any other provisions of this Agreement d. No Assignment. The Superintendent may not assign or transfer any rights granted or obligations assumed under this Agreement. e. Modification. This Agreement cannot be changed or supplemented orally. It may be modified or superseded only by a written instrument executed by both parties. f. Exciusivi?. 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. g. 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. ii. 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. i. Board Approval. The effectiveness of this Agreement shall be contingent upon approval by District?s Board as required by law. 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 Ageement. k. independent Review. The Superintendent has had the opportunity to obtain, and has obtained, independent legal or other professional advice with regard to this Agreement, and the consequences thereof, including tax and retirement consequences. 1112640111 1. Binding Effect. This Agreement shall be for the bene?t of and shall be binding on all parties'and heirs and assigns. .11- .e'V deg"; Valerie Fe-Davis I Michael Hanson President of the Board of Education Superintendent Fresno Uni?ed School District Fresno Uni?ed School District 5 f3" t.,iq Dated: 5 we 1 2013 Dated: 1, Cal Johnson, Clerk of the Board of Education of the Fresno Uni?ed School District, do hereby'certify that the foregoing Superintendent?s Employment Agreement was approved by the Board of Education for the Fresno Uni?ed School District at its regular meeting of Await": tel 2013. 3 1/1 Ca dhnsoiifClerk Eco/B card of ducation Fresno ni?ed School District Fresno County, California 00580100080 1112640111