SUPERINTENDENT CONTRACT This Contract is made and entered into with an effective date of August 1, 2016, by and between Adams County School District No. 14, Colorado, hereinafter referred to as "District," and Javier Abrego, hereinafter referred to as "Superintendent." WHEREAS, the District Board of Education ("Board") has offered, and the Superintendent has accepted, the position of Superintendent; and WHEREAS, the District and the Superintendent believe that a written Contract is necessary to describe their relationship and to serve as the basis of effective communication between them in the fulfillment of their governance and administration of the educational and operational programs of the District. NOW, THEREFORE, the District and the Superintendent, in consideration of the premises and the covenants herein specified, agree as follows: I. TERM. Length. The District hereby employs and the Superintendent hereby accepts employment as Superintendent of Schools for a term commencing August 1,2016 and ending June 30,2019. A. B. Appropriations. The parties acknowledge that the term of this Agreement extends beyond one year which makes it a multiple-fiscal year financial obligation for which the Board is obligated to irrevocably pledge present cash reserves, and it is understood by the parties that the Board agrees to make an irrevocable pledge of district cash reserves upon the adoption of the budget and appropriation resolution for the 2016-2017 fiscal year sufficient to fund the District's obligation under this Agreement as set forth in subsection 9. below, and to hold sufficient moneys in reserve for payment of the District's obligation under this Agreement for all subsequent fiscal years in which this Agreement is in effect. 2. PROFESSIONAL RESPONSIBILITIES OF SUPERINTENDENT. The Superintendent shall meet all qualifications for and hold a Colorado administrator license. Failure to obtain and maintain a Colorado administrator's license is a material breach of this contract and constitutes just cause for termination of the Contract. The Superintendent shall perform the usual and necessary duties and tasks of the chief executive officer of a school district, subject to the direction and control of the Board of the District. Without limiting the generality of the preceding, such duties and tasks shall include the following matters: Duties. Superintendent shall have charge of the administration of the schools under the direction of the Board and shall administer the District according to Board policies and the requirements, directives, regulations and guidelines of the Board and such position description as prescribed by the Board and all applicable Colorado and federal law and regulations. The Superintendent shall comply with the requirements and directions of the Board even though such may not have been formally adopted by the Board. He shall be the chief executive officer of the District; shall assign and direct teachers and other employees of the District under his supervision; shall organize, reorganize and arrange the administrative and supervisory staff, including instruction and business affairs, as best serves the District subject to review by the Board; shall timely suggest regulations, rules and procedures deemed necessary for best operations of the District; and shall, in general, perform all duties incident to the office of superintendent of schools and such other duties as may be prescribed by the Board. Without in any way limiting the generality of the foregoing, the Superintendent shall be the custodian of all central administration records of the District, and shall maintain the same in good order and with appropriate indexing so that they can be readily accessed by his successor. A. Services. This Contract is intended by the parties to be a fulltime contract and the Superintendent shall devote attention to the functions of Superintendent at all times during the term of this Contract. It is not contemplated that the Superintendent will ordinarily perform services on weekends or legal holidays. However, it is intended that the Superintendent shall remain available on such days to meet the responsibilities of the Superintendent of schools on such occasions as are necessary. B. C. Relationship to Board. The Board shall promptly refer all criticisms, complaints, and suggestions called to its attention to the Superintendent for study and recommendation unless the Board determines that the welfare of the District, its students or its staff requires action inconsistent with this provision. The Superintendent shall have the obligation, unless excused, to attend all meetings of the Board and District created citizen committee meetings, serve as an ex-officio member of all committees of the Board, and provide administrative recommendations on each item of business considered by each of these groups. The Board shall have the option to meet without the Superintendent present, subject to the terms of the Colorado Open Meetings Law. D. Outside Activities/Consulting. The Superintendent shall devote time, attention and energy to the business of the District. Participation in outside activities shall be permitted subject to approval by the Board in its discretion where the time requirements for such activities are anticipated to be substantial (e.g., conferences which require the Superintendent's absence from the District for two or more regular business days). 2 Incorporation of Laws. Notwithstanding and not as modification of any other specification or reference herein, this Contract is subject to and includes all applicable laws of the federal and state governments and all duly adopted policies, rules and regulations of the District as are in effect or become in effect during the term of this Contract; and the District specifically reserves the right to change such policies, rules and regulations at any time without prior notice. E. 3. SALARY. The District shall pay the Superintendent for his services, salary at a rate based on an initial annual amount of one hundred sixty-five thousand dollars ($165,000.00), for a working year consisting of Two Hundred Sixty (260) days, payable in 12 equal monthly installments while this Contract continues. This salary may be increased from time to time in such amount as the parties may agree by written addendum to this Contract signed by each of the parties hereto. Deductions authorized by law or District policy may be made by the District from the bi-monthly installments of the salary due to the Superintendent. 4. FRINGE BENEFITS. The Superintendent shall be entitled to vacation and benefits as follows: The Superintendent shall receive twenty (20) days of vacation annually, exclusive of regular District holidays and Saturdays and Sundays. Unused vacation may be accumulated to forty ( 4 0) days. Upon termination, unused accumulated vacation will be compensated at the per diem salary rate then in effect not to exceed forty (40) days. Vacation leave is accrued proportionately to the time of service in any given year but the entire yearly allowance may be utilized at any time during the year, subject to reimbursement to the District if leave is taken in excess ofthe proportion finally accrued. Vacation in excess of two (2) consecutive days shall be taken at such times as agreed upon by the Board and the Superintendent; provided, however, that the Board shall not unreasonably withhold such agreement. The intent of the Board is to ensure the Superintendent utilizes vacation time. A. The Superintendent shall accrue sick leave at the rate of one (1) day per calendar month. Upon termination, unused accumulated personal leave will be compensated at the per diem salary rate then in effect. B. C. The District shall pay membership fees for the Superintendent to maintain membership in the American Association of School Administrators, the Colorado Association of School Executives, and the Colorado Association of Latino Administrators and Superintendents. The Superintendent hereby authorizes any such organization to allow access by the District to any and all records of such organization as they relate to the Superintendent. The Superintendent shall execute any release necessary to enable the District to have access to such records. The District shall also pay the fee for membership in other professional organizations and local civic organizations at the Superintendent's 3 request if such organization is acceptable to the Board. D. The District shall reimburse the Superintendent for reasonable expenses necessarily incurred by the Superintendent in carrying out his duties hereunder, subject to submission of paid receipts. E. In accordance with the District's benefits plan structures, the Superintendent opts not to and shall not receive any dental, vision or health insurance for either himself or his dependents and, instead, opts to participate in a Tax Deferred Plan offered by the District (the "Plan"). In accordance with this plan, the District will deposit $10,000.00 in the Plan annually on or before July 31. The Superintendent shall provide the District with proof of health insurance coverage annually on or before July 1, 2016. The Superintendent shall be provided with standard term life insurance in an amount equal to his base salary and with longterm disability insurance under the policies carried or sponsored by the District, with such coverage being paid for by the District. F. The Superintendent shall generally be entitled to other benefits, not addressed herein, applicable to twelve month administrative employees. 2. PROFESSIONAL LIABILITY. Hold Harmless. The District agrees that, to the extent it can legally do so, it shall defend, hold harmless and indemnify the Superintendent from any and all demands, claims, suits, actions, and legal proceedings at law or in equity (specifically excluding, however, any demand, claims, suits, actions, or legal proceedings brought against the Superintendent by or on behalf of the District, and any criminal proceedings brought against the Superintendent), in his individual capacity or in his official capacity as agent and employee of the District, provided the incident giving rise to the claim arose while the Superintendent was acting in good faith and within the scope of his employment and not willfully or wantonly. A. B. Provision of a Defense. The obligations of the District pursuant to this Section 5 shall be conditioned on (a) prompt notification to the District by the Superintendent of any threatened or reasonably contemplated claim; (b) full cooperation by the Superintendent with the District and legal counsel in defending the claim; and (c) the Superintendent not compromising, settling, negotiating or otherwise similarly dealing with the claim without the express consent of the Board of the District. C. Reimbursement. In the event the District has provided a defense pursuant to this Section 5, and a court or other decision making body having jurisdiction over the matter determines that the act or omission of the Superintendent did not occur during the performance of his duties hereunder and 4 within the scope of his employment or that the act or omission was willful or wanton or not in good faith, the Superintendent shall reimburse the District for all costs of such defense and indemnity actually incurred by the District. D. No Individual Liability. In no event shall Board members be individually or collectively personally liable or responsible to the Superintendent for defending or indemnifying the Superintendent against such demands, claims, suits, actions, and legal proceedings. E. Reimbursement. In the event the District has provided a defense pursuant to this Section 5, and a court or other decision making body having jurisdiction over the matter determines that the act or omission of the Superintendent did not occur during the performance of his duties hereunder and within the scope of his employment or that the act or omission was willful or wanton or not in good faith, the Superintendent shall reimburse the District for all costs of such defense and indemnity actually incurred by the District._ F. No Individual Liability. In no event shall Board members be individually or collectively personally liable or responsible to the Superintendent for defending or indemnifying the Superintendent against such demands, claims, suits, actions, and legal proceedings. 3. GOALS AND OBJECTIVES. On or prior to October 1 of each year of this Contract, the Board and the Superintendent shall meet to establish and agree upon reasonable, Superintendent goals and objectives for the school year. Said goals and objectives shall be reduced to writing and be among the criteria by which the Superintendent is evaluated as herein provided. 4. EVALUATION. The Board shall evaluate and assess in writing each school year the performance of the Superintendent during the term of this Contract pursuant to the District evaluation procedures and state law. The evaluation and assessment shall be based upon the Superintendent's job description, and upon any goals and objectives with performance standards as agreed by the Board and Superintendent, provided that the Superintendent's evaluation report shall include at least those categories of evaluation set forth in CRS 22-9-109. At a minimum, this evaluation shall include a meeting between Superintendent and the Board. In the event the Board determines that the performance of Superintendent is unsatisfactory in any respect, the Board shall describe in writing, in reasonable detail, specific instances of unsatisfactory performance, and recommendations as to areas where the Board deems performance to be unsatisfactory. Nothing in this evaluation section or its implementation shall be deemed to create or to be a prerequisite to or condition of dismissal, termination or other personnel actions as otherwise provided herein. 5. TERMINATION OF employment Contract may be terminated by: EMPLOYMENT 5 CONTRACT. This A. Mutual Agreement. This Contract may be terminated by mutual agreement of the parties. B. Disability of Superintendent. The District may make a proportionate deduction from the salary stipulated or, in the District's sole discretion, terminate this Contract by written notice to the Superintendent at any time after the Superintendent has exhausted any accumulated sick leave and such other leave as may be available and has been absent without pay from his employment for whatever cause for an additional continuous period of twenty (20) days. If the District terminates this Contract, all obligations of the District shall cease upon such termination. If a question exists concerning the capacity of the Superintendent to return to his duties, the District may require the Superintendent to submit to a medical examination, to be performed by a medical doctor of the District's choosing. The examination shall be done at the expense of the District. The physician shall limit his or her report to the issue of whether the Superintendent has a continuing physical or mental disability which prohibits him from performing his duties. C. Discharge for Cause. Throughout the term of this Contract, the Superintendent shall be subject to discharge for good and just cause, which includes, but is not limited to, insubordination, neglect of duty, unsatisfactory performance, immorality, or a material breach of this Contract. In the event the Board believes that it has cause for dismissal as defined herein, it shall give the Superintendent advance written notice of the alleged cause, the names of witnesses and copies of any documents supporting the alleged cause, and, if the Superintendent requests a hearing, reasonable advance notice of a hearing, and a hearing that satisfies the requirements of due process either: {i) before the Board, or (ii) before an independent hearing officer selected by the Board. If the hearing is conducted by an independent hearing officer, the evidentiary findings of fact shall be binding upon the Board. The hearing may be closed at the option of either party. If the Superintendent chooses to be accompanied by legal counsel at the hearing, his legal expenses shall be paid by him. In the event of a legally sufficient dismissal for cause, the Superintendent shall not be entitled to any salary or other benefits (except payment for accrued vacation and any other previously vested benefits) beyond the effective date of his termination, and the District shall be relieved from further obligations hereunder. Unilateral Termination by District. The District may unilaterally terminate this Contract upon payment of a sum equal to the Superintendent's current base salary for twelve ( 12) months or, if the duration of the time left on the Contract is less than twelve months, the Superintendent shall only be paid for the remaining time left on the Contract. Salary shall not include any other benefit provided to the Superintendent as a consequence of this Contract; provided that the Superintendent shall be entitled to receive compensation for accumulated, unused vacation and sick leave._ D. E. Termination Due to State Action. 6 This Contract shall automatically terminate if the Colorado Department of Education or any state entity takes over the governance of or disbands the District, and the District shall have no further financial obligations to the Superintendent. F. Death of the Superintendent. This automatically terminate upon the death of the Superintendent. Contract shall G. Unilateral Termination by Superintendent. The Superintendent may, at his option, unilaterally terminate this Contract in the manner permitted for chief executive officers in section 22-63-202(2), C.R.S. The parties agree that section 22-63- 202(2), CR.S. shall be a part of this Contract. Death of the Superintendent. This automatically terminate upon the death of the Superintendent. H. Contract shall 6. SUSPENSION OF THE SUPERINTENDENT. The Board may, at any time, suspend the Superintendent with pay and benefits and without prejudice for such purposes and period of time as the Board deems to be in the best interest of the District. In any case, the Superintendent shall be notified in writing of reasons for the suspension. 7. SAVINGS CLAUSE. If, during the term ofthis Contract, it is found that a specific clause of this Contract is illegal under federal or state law, the remainder of the Contract shall not be affected by such a ruling and shall remain in full force and effect. NO ASSIGNMENT. This Contract is one for personal services to be 8. provided by Javier Abrego only and may not be assigned. 9. COLORADO LAW. This Contract, and the rights and obligations of the parties hereto, shall be interpreted and construed in accordance with the laws of the State of Colorado, and venue for any action arising under this Contract shall be in the District Court of Adams County, Colorado, or, if the matter is subject to federal jurisdiction, then in the Federal District Court in Denver, Colorado. 10. PRIOR AGREEMENTS. This Contract supersedes, cancels, and replaces any and all prior agreements or understandings between the parties, whether written, oral, express, or implied. IN WITNESS WHEREOF, the District has caused this employment Contract to be approved on its behalf by a duly authorized officer of the Board and the Superintendent has approved this employment Contract effective on the day and year first above written. 7 Adams County School District No. 14 ATTEST: card of Education Q%%5w Superinte