AGREEMENT FOR EMPLOYMENT OF CHIEF OPERATING OFFICER BETWEEN SAN YSIDRO SCHOOL DISTRICT AND ARTURO SANCHEZ-MACIAS THIS AGREEMENT ("Agreement") is hereby made and entered into this 13th day of August 2015, by and between the Board of Trustees ("Board") of the San Ysidro School District ("District") and Arturo Sanchez-Macias ("Chief Operating The Board and the Chief Operating Officer may hereafter be collectively referred to as the "Parties". NOW, THEREFORE, it is hereby agreed as follows: 1. Chief Operating Of?cer. Arturo Sanchez-Macias is hereby employed as the District?s Chief Operating Officer. 2. Term of Employment; Renewal. The term of this Agreement shall run from September 1, 2015, through June 30, 2018. Beginning the with the 2018-2019 service year (commencing July 1), this Agreement will be automatically renewed for an additional one-year term upon a positive evaluation, as described in section 5, below, or if no formal evaluation is performed by the Board, as described in section 5, below, or unless earlier terminated in accordance with the provisions of this Agreement. 3. General Terms. This Agreement shall supersede any and all existing agreements by and between the Parties and is subject to all applicable laws of the State of California, the rules and regulations of the California State Board of Education, and the rules and regulations of the Board of Trustees of the San Ysidro School District. Said laws, rules and regulations, as amended from time to time, are hereby made a part of the terms and conditions of this Agreement as though fully set forth herein. 4. Powers and Duties. All powers and duties which are lawfully delegated to the Chief Operating Officer are to be executed in accordance with applicable laws, rules and regulations, the policies adopted by the Board, and the position description for the Chief Operating Officer, as amended from time to time. Such acts as may require rati?cation by the Board shall be first presented to the Superintendent and the Board President and presented to the entire Board at the next regularly scheduled Board meeting. The Chief Operating Officer shall perform such duties as assigned or required of him by the Superintendent and/or the Board, including but not limited to: A. Serving as the Chief Operating Officer of the District as described by District Policy. The Chief Operating Officer shall be delegated all powers and duties necessary for ef?cient Operation and administration of the District to the full extent permitted by law and as directed by the Superintendent andror the Board. B. Working with the Superintendent and/or 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. This shall include informal meetings between the Chief Operating Of?cer and the Superintendent to discuss the state of the District?s operations and strategic development. C. Providing leadership, guidelines and directions to ensure that policies related to personnel, budget, and business affairs are carried lawfully and efficiently carried out. D. Reporting information regularly to the Superintendent regarding personnel matters, budgetary and ?nance matters, and other business affairs. E. Evaluating employees directly accountable to the Chief Operating Of?cer and overseeing the evaluation of other employees as defined by California law and Board policy. F. . Providing leadership and direction in planning and ?nancing school facilities to meet growth needs. G. Advising the Superintendent and making recommendations regarding possible sources of funds which may be available to implement present or contemplated District programs. H. Endeavoring to maintain and improve his professional competency by all available means, including reading appropriate periodicals and joining and/or participating in appr0priate professional associations and their activities. I. Communicating openly, systematically and in a timely manner with the Superintendent, staff and the community, and informing the Superintendent of critical issues or incidents. J. Performing other duties and functions as assigned or required by the Superintendent andfor the Board. K. Provide leadership and direction in negotiating with all labor groups. 5. Evaluation. The Superintendent shall, at least annually, evaluate in writing the performance of the Chief Operating Officer and the working relationShip between the Chief Operating Of?cer and the Superintendent. Evaluations will be based on performance benchmarks and criterion that are standard to the industry, as well as on the Chief Operating Of?cer's performance of the duties and responsibilities contained in the Chief Operating Officer's job description. Every 6 months of each year (or 2 times per year), the Chief Operating Officer and the Superintendent shall meet, discuss and mutually agree upon goals and objectives for the District to attain during the present and upcoming school year. The Superintendent shall give the Chief Operating Of?cer a ?nal annual evaluation no later than June 30th of each year that this Agreement is in effect. The format of the written evaluation shall be devised by the Superintendent, with input from the Chief Operating Officer. Board policies and any related regulations concerning the evaluation of other management employees shall not apply to the Chief Operating Of?cer. This Agreement will be automatically renewed for an additional one-year term upon a positive evaluation, as described in this section, or if the Superintendent fails to evaluate the Chief Operating Of?cer, or unless earlier terminated in accordance with the provisions of this Agreement. 6. Salam. A. Chief Operating Officer?s salary for the first year of this Agreement shall be $165,000. Annually thereafter, Chief Operating Of?cer?s salary shall increase one step in accordance with the salary schedule attached-hereto as Exhibit A. Salary shall be payable in twelve (12) equal 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 Chief Operating Officer's salary. Any adjustment in salary during the term of this Agreement shall be made 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. It is further provided that, with respect to any adjustment in salary, it shall not be considered that a new Agreement has been entered into or that the termination date of the existing Agreement has been extended. C. Any salary percentage increase provided to the District?s certificated management employees shall also be provided to the Chief Operating Officer. 7. ExpenseslAllowances. A. District shall provide the Chief Operating Of?cer an allowance of three hundred seventy five dollars ($375) total per month, for the following: 3 i. Two-hundred fifty dollars ($250) for automobile expenses incurred in the Course of his duties on behalf of the District. In exchange, the Chief Operating Officer shall make his personal car available for travel in and around the District and within San Diego County. Additionally, Chief Operating Of?cer shall be entitled to mileage reimbursement at the maximum allowable rate, as established by the IRS and as amended throughout the term of this Agreement. This allowance shall be treated and considered as part of the Chief Operating Officer's compensation/salary for tax purposes and for purposes of the State Teachers Retirement System De?ned Benefit Plan to the maximum extent permitted by law. ii. One-hundred twenty??ve dollars ($125) for cell phone, laptop, and internet data charges. This allowance shall be treated andconsidered as part of the Chief Operating Officer's compensation/salary for tax purposes and for purposes of the State Teachers Retirement System De?ned Bene?t Plan to the maximum extent permitted by law. B. 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 Chief Operating Of?cer in the conduct of his duties on behalf of the District. 8. Vacation. The Chief Operating Officer shall accrue two (2) vacation days per month of service. Any unused vacation days will rollover to the next year, but shall be capped at forty (40) vacation days maximum in any one year. Chief Operating Officer will stop accruing vacation days once the maximum cap on vacation days is reached, and will begin accruing again once vacation days drops below the maximum cap. In the event of termination of this Agreement, the Chief Operating Of?cer shall be entitled to compensation for unused vacation at the salary rate effective during the school year in which the vacation credit was eamed. The ?nal payout for unused vacation will be consistent with labor laws and public employee retirement laws related to the vested right of earned vacation days. The Board and Superintendent encourages the Chief Operating Officer to take vacation days in the year earned. 9. Professional Schedule. During the period of this Agreement, Chief Operating Officer shall be required to render full and regular service on a schedule that corresponds to the two hundred forty- three (243) days of service rendered by certificated management employees. Notwithstanding the required annual days of service, Chief Operating Officer shall also be subject to any furlough days, if any, that are imposed on the teachers within the District. Chief Operating Of?cer shall be entitled to any adjustments to such days of service, such as manager?s time?off days, that are available to twelve-month management employees of the District. 10. Other Bene?ts. A. The Chief Operating Of?cer shall be provided with twelve (12) days of sick leave and twelve (12) days of personal leave per year. Chief Operating Officer shall receive in addition for every year served under this Agreement, two (2) additional days of sick leave per annum. Any unused sick leave days (and only sick leave days) will rollover to the next year without limit. Chief Operating Of?cer shall receive in addition for every year served under this Agreement, two (2) additional days of personal leave per annum, up to a maximum of twenty-two personal leave days per year. Any unused personal leave days shall not be carried over to the next year of employment. B. Chief Operating Of?cer shall be offered the same health insurance benefits offered by the District to its management employees. C. The Chief Operating Of?cer shall receive District-paid term life insurance in a bene?t amount of $75,000.00. 11. Professional Organizations/Activities. A. Professional Activities. The District encourages the Chief Operating Of?cer to participate in professional organizations and activities. The District shall pay the Chief Operating Of?cer?s membership dues in ACSA (Association of California School Administrators), CSBA (California School Boards Association), as well as any community service organizations and/or other relevant local, state, or national organizations as recommended by the Superintendent and approved by the Board. B. Professional Meetings. Subject to prior Board and Superintendent approval, the Chief Operating Officer may attend professional meetings at the local, county, state, and national levels, for out-of-state meetings, and all actual and necessary expenses of such attendance shall be paid by the District. 12. Professional Liability. The District will cover the Chief Operating Officer under its insurance policy or memorandum of coverage, which covers errors and omissions by District employees arising within the scope of employment. Chief Operating Officer will be provided such protection, defenses, legal representation and indemnification as are provided under such policy of insurance or memorandum of coverage. 13. Medical Examination. The Chief Operating Officer shall have a comprehensive medical examination. The physician shall provide a written statement to the Board certifying the Chief Operating Officer's fitness for duty. Thereafter, the Chief Operating Of?cer shall have a comprehensive medical examination every two years, following which the physician shall provide a written statement to the Board certifying the Chief Operating Officer?s fitness for duty. Any expense beyond that paid by insurance shall be borne by the District. 14. Option to Terminate. A. Termination bv Mutual Consent. The District and Chief Operating Of?cer may, by mutual agreement expressed in writing, terminate this Agreement at any time. B. Termination bv the Board. Chief Operating Of?cer may only be terminated for just cause and after an opportunity to be heard on all matters by an impartial hearing officer pursuant to Section 15 of this Agreement (Arbitration). For the purposes of this section, ?just cause" is de?ned to consist solely of major malfeasance, as determined by an impartial hearing of?cer. Should the Board elect to pursue termination for just cause, the Board and Superintendent must ?rst provide the Chief Operating Of?cer with a statement detailing the incidents of major malfeasance and give Chief Operating Of?cer three months to demonstrate improvement. At any time on or after September 1, 2015, 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 without cause on or after September 1, 2015, after the six months notice has expired, the District shall pay the Chief Operating Officer?s current annual salary for the remaining term of this Agreement in conformance with the provisions of Government Code Section 53260, et 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 Chief Operating Of?cer may receive shall be an amount equal to the salary of the Chief Operating Of?cer multiplied by the number of months left on the unexpired term of the Agreement. If the unexpired term of the Agreement is greater than eighteen (18) months, the maximum cash settlement shall be an amount equal to the salary of the Chief Operating Of?cer multiplied by eighteen (18). C. Termination bv the Chief Operating Officer. Notwithstanding any other provisions of this Agreement, the Chief Operating Officer shall have the option to terminate this Agreement by providing the Board and Superintendent with a written notice of intent to terminate. This notice shall be provided no less than one-hundred and twenty (120) calendar days prior to said termination date. The Chief Operating Officer and Board and/or Superintendent may mutually agree to a termination date of less than one-hundred twenty (120) calendar days. In the event the Chief Operating Officer becomes a candidate for other employment during the term of this Agreement, the Chief Operating Officer shall, within ten (10) days thereafter, notify the Board and Superintendent in writing of his candidacy. Failure to so notify the Board and Superintendent of the candidacy shall be deemed to constitute a material breach of this Agreement. D. Non-Renewal of Agreement. 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 re-employ the Chief Operating Of?cer upon expiration of this Agreement pursuant to Education Code Section 35031. In such event, the Board shall provide the Chief Operating Of?cer with thirty (30) days written notice in advance of the expiration of his term of employment. If such written notice is not provided, the Chief Operating Officer is deemed reemployed for an additional one-year term under the same terms and conditions as set forth in this Agreement. The Chief Operating Of?cer shall provide the Board and Superintendent with written notice of this provision at least ninety (90) days in advance of the termination of this Agreement. The Chief Operating Of?cer's failure to do so shall constitute a material breach of this Agreement. 15. Arbitration. Any controversy arising out of or relating to this Agreement, 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 Chief Operating Of?cer's employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in San Diego County, California, before a sole arbitrator selected from Judicial Arbitration and Mediation Services, Inc., San Diego County, California, or its successor (hereinafter referred to as 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 California Code of Civil Procedure 1280 et seq. as the exclusive forum for the resolution of such dispute; provided, however. that provisional injunctive relief may, 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 applicable 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 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 in 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 Agreement or the Chief Operating Officer employment. The parties agree that the Board shall be responsible for payment of the forum costs of any arbitration hereunder, including the arbitrator's fee. The Chief Operating Officer and the Board further agree that in any proceeding to enforce the terms of this Agreement, to the extent allowed by law, Chief Operating Of?cer 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 speci?cally determined by the arbitrator that the Chief Operating Officer acted in bad faith, is guilty of criminal conduct or misappropriation of public funds. 16. Abuse of Of?ce Provision. In aCcordance with Government Code section 53243 et seq., and as a separate contractual obligation, should Chief Operating Officer 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 by Chief Operating Of?cer if the Chief Operating Of?cer is convicted of a crime involving an abuse of his of?ce or position. in addition, if the District funds the criminal defense of the Chief Operating Officer against charges involving abuse of of?ce or position and the Chief Operating Officer is then convicted of such charges, the Chief Operating Officer shall fully reimburse the District of all funds expended for his criminal defense. 17. Governing Law. This Agreement is subject to all applicable laws of the State of California and to the lawful rules and regulations of the Board as well as these of the California State Department of Education. Such laws, rules and regulations are to be considered part of the terms and conditions of this Agreement. 18. Savings Clause. If any provisions of this Agreement are held to be contrary to law by ?nal 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 shall continue in full force and effect. 19. Complete Agreement. This Agreement is the full and complete agreement between the Parties hereto. Any amendment, modifications, or variations from the terms of this Agreement shall be in writing and shall be effective only upon approval of such amendment or modification by the Board and the Chief Operating Officer. [This Area Left Intentionally Blank. Signature Page Follows] IN WITNESS WHEREOF, the parties hereto have duly approved and executed this Agreement on the day and year above written. BOARD OF TRUSTEES OF THE SAN YSIDRO SCHOOL DISTRICT /Anto?nio Martinez, ?resident 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 Chief Operating Of?cer of the San Ysidro School District. Date of Acceptance: August 13. 2015 Exhibit A Chief Operating Of?cer?s Salary Schedule Step Step 1 Step 2 Step 3 Year 2015-2016 2016-2017 2017-2018 Base Annual . Salary $165,000 $171,600 $178,464 increase per annum) 10