CONTRACT THIS CONTRACT is made and entered into this 10th day of June, 2018, by and between the Board of Education of Sheridan School District No. 2, Arapahoe County, Colorado (hereinafter referred to as ?District?), and Patrick Sandos (hereinafter referred to as ?Superintendent?), to be effective as of the l5t day of July, 2018. WITNESSETH: WHEREAS, the District and the Superintendent desire to enter into a written Contract to describe their relationship and to serve as the basis for effective communication between them in the ful?llment of their governance and administration of the educational and operational programs of the District; and WHEREAS, the Board of Education (?Board?), at a meeting held on June 10, 2018, approved a contract for the Superintendent for a term of Superintendent?s employment through June 30, 2020. NOW, THEREFORE, the District and Superintendent, in consideration of the terms, conditions, and covenants set forth herein, agree as follows: 1. EMPLOYMENT. The District hereby employs and the Superintendent hereby accepts employment as Superintendent of Schools for a two (2) year term commencing July 1, 2018, and ending June 30, 2020, subject to the provisions of Section 9(d) of this Contract. To the extent required by applicable law, the District will irrevocably pledge reserves of the District in an amount suf?cient for the payment of any obligation under Section If the Board does not notify Superintendent in writing before March 31, 2019 that this Agreement will not be renewed, it shall be deemed that the Board has renewed this Agreement for one year extending from the termination date set forth above. Superintendent shall, by certi?ed mail to each member of the Board or, as an alternative, placement of the topic on the Board agenda, remind the Board of the existence of this automatic renewal clause. Such notice shall be provided two months prior to the Board meeting where renewal or nonrenewal is to be considered. Failure to mail or provide the required notice shall invalidate the automatic renewal clause. 2. LICENSURE. This Contract shall at all times be conditioned upon and subject to the requirement that the Superintendent shall furnish to the District, prior to the commencement of, and maintain throughout the term of this Contract, a valid and appropriate license to act as Superintendent of Schools in accordance with the laws of the State of Colorado and regulations of the Colorado Department of Education and upon failure of the Superintendent to meet this requirement, this Contract, without further action by either the District or the Superintendent, shall automatically terminate. 3. RESPONSIBILITIES AND DUTIES. The Superintendent agrees to perform the usual activities and assignments of the chief executive officer of the District as directed by and in accordance with the requirements of the Board of Education of the District from time to time. Without limiting the generality of the foregoing, such duties and tasks shall include the following matters: Page 1 of 8 Administrative Contract for Patrick Sandos 1 Ed Pres Duties. The Superintendent shall exercise vision, initiative, resourcefulness, leadership, and consideration and concern for staff members, students and parents in the exercise of his responsibilities for the general management of the schools of the District. He shall be responsible for guiding the development of the educational objectives and programs of the District to ful?ll the educational needs of all pupils and shall provide overall direction to the activities of the District and its personnel toward the accomplishment of District goals; administer the policies of the District; conserve the District?s assets and resources; and maintain and enhance the District?s standing in all its internal and external relationships. The Superintendent?s management responsibility shall extend to all activities of the District, to all phases of the educational program and to all parts of the physical plant. The Superintendent shall comply with requirements and directives of the Board given in its corporate capacity even though such may not have been formally adopted by roll call vote of the Board. The Superintendent shall have the charge of the administration of the schools under the direction of the Board. He shall be the chief executive officer of the District; he shall direct and assign teachers and other employees of the schools under his supervision; and he shall organize, reorganize, and arrange the administrative and supervisory staff, including instruction, personnel, auxiliary, and business affairs, in such a manner which in his judgment will best serve the Sheridan schools, subject to consultation and approval of the Board. Services. This Contract is intended by parties to be a full-time contract and the Superintendent shall devote his attention to the functions of Superintendent of Schools at all times during the term of this Contract. It is not contemplated that the Superintendent will ordinarily perform services on weekends or holidays. However, it is intended that the Superintendent shall be available to meet the responsibilities of the position of Superintendent of Schools on such occasions as are necessary. Relationship to the Board. The parties agree that responsibility for the administration of instruction and business affairs will be lodged with the Superintendent and administered by him with the assistance of his staff; and that the responsibility for selection, placement, and transfer of personnel shall be vested in the Superintendent, subject to consultation with and approval of the Board. The Board, individually and collectively, will refer all criticisms, complaints, and suggestions called to its attention to the Superintendent for study and recommendation. The Superintendent shall have the obligation, unless excused or on leave or vacation, to attend all Board meetings. The Board shall have the option to meet without the Superintendent being present. The Superintendent waives the right to attend any executive session, pursuant to Section C.R.S., in which his compensation or his Employment Agreement is the topic for discussion. In addition, the Superintendent shall perform any and all other reasonable duties and assignments necessary and appropriate to the position, subject to the direction of the Board. Outside Activities. The Superintendent shall devote time, attention, and energy to the business of the District. Participation in outside activities by the Superintendent shall be subject to advance approval by the Board in its reasonable discretion where the time requirements for such activities is anticipated to be substantial (ggm conferences that require the Superintendent?s absence from the District for two (2) or more regular business days).The Superintendent shall attend appropriate professional meetings at the local, state, and national level, the expenses of said attendance to be incurred by the District. l_ncornoration of Laws. Notwithstanding and not as a modi?cation of any other reference herein, this Contract is subject to and includes all applicable laws of the federal and state governments and, to the extent consistent with the term, salary, fringe bene?ts, and termination provisions herein, all duly adopted policies, rules, and regulations of the District that are in effect or become in effect during the term of this Contract. The Board speci?cally reserves the right to change such policies, rules, Page 2 of 8 Administrative Contract for Patrick Sandos pt dd Pres and regulations at any time without prior notice; provided, however, such changes shall not affect the term, salary, fringe bene?ts, or termination provisions of this Contract during its term. 4. COMPENSATION. The District agrees to pay the Superintendent for his services an annual salary of $160,000.00, commencing with the ?scal year starting July 1, 2018. Salary shall be paid in arrears in equal installments, commencing with the regular pay day for other District employees in August, 2018. Deductions authorized by law, Board policy, or at the direction of the Superintendent may be made from the installments of salary due to the Superintendent. The Superintendent?s salary may be increased from time to time, by written addendum to this Contract signed by both parties. It is provided, however, that by doing so it shall not be considered that the Board has entered into a new contract with the Superintendent nor that the termination date of the existing contract has been extended. However, the Board may by speci?c action extend the termination date of the existing contract if such extension is agreeable to both parties. 5. FRINGE BENEFITS. In addition to the compensation discussed above, the Superintendent shall be entitled to vacation and bene?ts as follows: Vacation. The Superintendent shall receive twenty (20) days of vacation annually, exclusive of regular holidays, Saturdays and Sundays. Unused vacation may accumulate up to no more than twenty (20) days. Upon the Superintendent?s written request made prior to July 31 following any ?scal year this Contract is in effect, the Superintendent shall be paid at his per diem salary rate in effect during said ?scal year for his relinquishrnent of up to ?ve (5) unused vacation days which accumulated during said ?scal year. Upon the termination of the Superintendent?s employment, and subject to the provisions of section 9(1) below, unused accumulated vacation leave shall be compensated at the per diem salary rate then in effect for the Superintendent. Vacation shall be taken at such time agreed upon by the Board and Superintendent, however, the Board shall not unreasonably withhold such agreement. Personal Leave. The Superintendent shall receive twelve (12) days of personal leave annually. Unused personal leave may be aggregated with the current personal leave and accumulated up to sixty (60) days. Personal leave shall accumulate proportionally to the time of service in the District, but the entire yearly allowance may be used at one time subject to reimbursement to the District if leave is taken in excess of the portion ?nally accrued. Upon the Superintendent?s termination of employment from the District (but not including termination for cause) and subject to the provisions of Section 9(f) below, all remaining accumulated leave will be compensated at the rate of ?fz of the Superintendent?s per diem rate then in effect. m. The District shall pay the Superintendent?s membership dues to the American Association of School Administrators (AASA), the Colorado Association of School Executives (CASE), Denver Area Superintendents? Council (DASSC), and other professional and civic memberships that the Superintendent deems necessary to maintain! improve his professional skills and to effectively serve the District as permitted by state law and as authorized by the district budget. Professional Meetings. The Superintendent may attend appropriate professional meetings at the local, state, and national level, the reasonable expenses of which shall be paid by the District, subject to prior consultation with and approval by the Board. Insurance. The District shall pay the premium(s) for health/medical and dental insurance for the Superintendent under the District group plan, and to have the District maintain a term life insurance policy for him in an amount equal to two (2) times the annual salary speci?ed in section 4 above. Page 3 of 8 Administrative Contract for Patrick Sandos gd Pres The District shall also pay the premium for the Superintendent?s participation in the District?s long-term disability insurance plan. Annual Physical. The District shall pay for the Superintendent to have a regular annual physical examination at a cost not to exceed a maximum of Five Hundred Dollars ($500.00) per year, if not covered by insurance, subject to the Superintendent providing a detailed invoice to the District. Professional Development. The District shall reimburse the costs and expenses for the Superintendent to continue his professional development through participation in the following activities, upon advance approval of the Board, as permitted by state law and as authorized by the District?s annual budget: (1) Programs and activities conducted or sponsored by local, state and national school administrations and school board associations that will serve to improve the capacity of the Superintendent to perform his duties for the District. (2) Seminars and courses offered by public or private educational institutions that will serve to improve the capacity of the Superintendent to perform his duties for the District. (3) Informational meetings with other persons of particular skills or backgrounds that will serve to improve the capacity of the Superintendent to perform his duties for the District. Deferred Compensation. The District shall make a direct employer contribution during each contract year on behalf of the Superintendent to any one or more of a Section 401(k) plan, a Section 457 deferred compensation plan, a Section 403(b) tax sheltered annuity, a Section 529 quali?ed tuition, program, or other tax deferred account or plan, as designated by the Superintendent. This 'contribution as additional compensation in each contract year shall not exceed the lesser of $5,000, or (ii) the total amount of the applicable limits on contributions to such tax deferred plans under applicable tax laws, and shall be paid at least as often as quarterly during the contract year. The Superintendent shall have no right to elect to receive this additional compensation in cash in lieu of the contributions described above. PERA. The District shall reimburse the Superintendent on a net after-tax basis for 5% of his personal contribution to the state retirement program (PERA) for any amounts paid for salary and includable as ?salary? for PERA purposes. Such amount shall be earned and paid as salary in equal installments. Expense Reimbursement. The District shall reimburse the Superintendent for reasonable expenses he necessarily incurs in carrying out his duties and responsibilities hereunder, including participation in professional activities approved by the Board, subject to submission of receipts in compliance to the amounts actually budgeted and appropriated therefore. An allowance for automobile travel expenses shall be paid at the rate of Three Hundred Fifty Dollars ($350.00) per month for travel in the Denver Metro area. Such amount shall be deemed suf?cient to cover all District-related automobile travel expenses. Reimbursement for mileage outside of the Denver metro area (defined in Operations Manual) at rates established by the Internal Revenue Service may be made on a case-by-case basis in Page 4 of 8 Administrative Contract for Patrick Sandos pt 8d Pres unusual circumstances as determined and approved by the Board of Education. The District shall also reimburse the Superintendent 80% of ?smart cell phone and data package? expense. The Superintendent shall provide an accounting for the charges and they shall not exceed $120 per month. In addition, the Superintendent shall be entitled to those bene?ts provided to licensed teachers or administrators pursuant to District policies and procedures to the extent such bene?ts are not expressly addressed in this Contract, including, but not necessarily limited to, other forms of insurance protection, retirement program, and choice of tax-sheltered annuities. 6. 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 (speci?cally excluding, however, any demands, 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 of?cial 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. Provision of a Defense. The obligations of the District pursuant to this Section 6 shall be conditioned on prompt noti?cation to the District by the Superintendent of any threatened or reasonably contemplated claim; (ii) full cooperation by the Superintendent with the District and legal counsel in defending the claim; and the Superintendent not compromising, settling, negotiating or otherwise similarly dealing with the claim without the express consent of the Board of Education of the District. Reimbursement. In the event the District has provided a defense pursuant to this Section 6, 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. No Individual Liability. In no event shall individual Board members be individually or collectively liable or responsible to the Superintendent for defending or indemnifying the Superintendent against such demands, claims, suits, actions, and legal proceedings. 7. GOALS AND OBJECTIVES. Prior to August 1 of each ?scal year this Contract is in effect, the Board and Superintendent shall meet to establish reasonable goals and objectives for the Superintendent during the then-current school year. These goals and objectives shall be reduced to writing and be among the criteria by which the Superintendent is evaluated as here provided. The Board shall provide the Superintendent with periodic opportunities to discuss Superintendent/Board relationships. The Board collectively will make a good faith effort to refer to the Superintendent, for study and response, all signi?cant criticism, complaints, and suggestions concerning his performance. Page 5 of 8 Administrative Contract for Patrick Sandos &d Pres 8. EVALUATION AND EXTENSION OF CONTRACT. The Board shall evaluate and assess in writing the performance of the Superintendent during the term of this Contract on or before May 1 of each year. The written evaluation shall include and weaknesses and may include suggestions or an action plan addressing any major concerns as determined by the Board. At the conclusion of the evaluation, the Board and Superintendent shall meet for the purpose of discussing the evaluation. In addition to the annual evaluation, the Board and Superintendent shall meet quarterly, at times to be scheduled by the Superintendent with the Board, to discuss the Superintendent?s progress toward accomplishing his goals and objectives. At the Superintendent?s or the Board?s request, the meetings provided herein shall be held in Executive Session. 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 except as otherwise provided herein. 9. TERMINATION OF EMPLOYMENT CONTRACT. This employment Contract may be terminated by: Mutual Agreement. This Contract may be terminated by mutual agreement of the parties. Disability of Superintendent. The District may terminate this Contract by written notice to the Superintendent at any time after the Superintendent has exhausted any accumulated daily 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 sixty (60) calendar days. 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. The District and the Superintendent shall mutually agree upon the physician who shall conduct the examination. If the parties are unable to mutually agree upon a physician, a physician shall be designated by the Board president. 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 the essential functions of his duties, with or without a reasonable accommodation. Discharge for Cause. Throughout the term of this Contract, the Superintendent shall be subject to discharge for good cause, which includes, but is not limited to, the failure to comply with the terms and conditions of this Contract. However, the District shall not arbitrarily and capriciously call for the Superintendent's dismissal and the Superintendent shall have the right to service of written charges, notice of hearing and a hearing before the Board. The Board may direct an independent hearing of?cer of its choice to conduct the hearing and to make ?ndings of fact and nonbinding recommendations to the Board. If the Superintendent chooses to be accompanied by legal counsel at the hearing, the Superintendent's legal expenses shall be paid by the Superintendent. Unilateral Termination by District. The Board may unilaterally terminate this Contract before the expiration of the term. However, in such event, the Superintendent shall be entitled to Page 6 of 8 . Administrative Contract for Patrick Sandos I I pt Ed Pres a payment of one year of salary, retirement contributions, and bene?ts which he would otherwise have received under Paragraphs 4 and 5. Death of the Superintendent. This Contract shall automatically terminate upon the death of the Superintendent, and no further compensation shall be due except for compensation owed for services actually performed by the Superintendent prior to his death. (1) Unilateral Termination by Superintendent. The Superintendent has been provided a copy of C.R.S. which statute provides for the District to recover speci?ed damages if less than 30 days prior notice has been given in event of the Superintendent?s termination from employment prior to the conclusion of the Contract term. The Superintendent waives any right pursuant to this statute or other law which would permit termination of this Contract upon 30 days" notice, and agrees that he may unilaterally terminate this Contract only upon 90 days prior written notice to the Board, during which 90 days the Superintendent shall continue to perform his obligations to the District and for which he shall receive salary and bene?ts as herein provided. Upon termination and payment of any accrued or vested bene?ts as provided herein or by District policy, the District's obligation for ?thher salary, retirement compensation, and bene?ts shall cease. In the event the Superintendent fails to provide the required notice and perform duties during the notice period, he shall be obligated to pay liquidated damages to the District in the manner provided in C.R.S. 22-63-202(2) in an amount up to but not to exceed one-twelfth of the annual salary speci?ed in the employment contract. 10. SUSPENSION OF THE SUPERINTENDENT. The Board of Education may, at any time, suspend the Superintendent with pay and bene?ts and without prejudice for such purposes and period of time as the Board deems to be in the best interest of the District. In such case, the Superintendent shall be noti?ed in writing of reasons for the suspension. 1 l. SAVINGS CLAUSE. If during the term of this Contract, it is found that a speci?c clause or paragraph of the Contract is illegal under federal or state law, the remainder of the Contract not affected by such ruling shall remain in force and the parties Shall negotiate terms for valid replacement provisions. 12. N0 ASSIGNMENT. This Contract is one for personal services to be provided by Patrick Sandos only and may not be assigned. Any compensation due and payable to the Superintendent under this Contract may be paid to his legal representative in the event of his death. 13. COLORADO LAW. This Contract and the rights and obligations of the parties shall be interpreted and construed in accordance with the laws of the State of Colorado. Other than as provided in Paragraph if it becomes necessary for either party to commence a legal proceeding to enforce any provision of this contract, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs. 14. ENTIRE AGREEMENT. This Contract contains all of the terms agreed upon by the parties with respect to the subject matter of this Contract and supersedes all prior agreements and communications between the parties concerning such subject matter whether written or oral. Page 7 of 8 Administrative Contract for Patrick Sandos 5 I Pres IN WITNESS WHEREOF, the District has caused this Contract to be approved in its behalf by duly authorized of?cers of the Board and the Superintendent has approved this employment Contract effective as of the date written above. iPatrick Sandos, Superintendent ATTEST: SHERIDAN SCHOOL DISTRICT NO. 2 opoaeu By: Secretarygx?bard of Education adette Saleh President, Board of Education Page 8 of 8 Administrative Contract for Patrick Sandos i t? Pres