CONTRACT OF EMPLOYMENT Between DR. ORIS M. RAY and the SHELBY COUNTY BOARD OF EDUCATION This Employment Contract is entered into this 19th day of January 2019, by and between The Shelby County Board of Education, hereinafter referred to as the and Dr. Joris M. Ray hereinafter referred to as the This contract repeals and replaces any other contract in effect as of the date speci?ed above. WITNESSETH: WHEREAS, the BOARD is desirous of securing an INTERIM SUPERINTENDENT of Schools to supervise and direct the schools and educational programs offered by the schools under the general supervision of the and WHEREAS, the BOARD and the INTERIM SUPERINTENDENT believe a mitten employment contract agreement is necessary to describe speci?cally their relationship and to serve as the basis of effective communication between them as they ful?ll their governance and administrative functions 1n the operation of the educational program of Shelby County Schools; and NOW, THEREFORE, in consideration of the mutual promises contained herein, the BOARD hereby employs DR. JORIS M. RAY, Ed. D. as INTERIM SUPERINTENDENT of Schools for the Shelby County Board of Education; and the INTERIM SUPERINTENDENT, hereby accepts such employment upon the terms and conditions as follows: 1. EMPLOYMENT AND TERM. The BOARD, in accordance with its action, as found in the minutes of its Board meeting held on December 12, 2019, hereby elects and employs Dr. Joris M. Ray, and he does accept such employment, both in accordance with the terms and provisions herein contained, for a period of 18 months commencing on January 19, 2019 and ending at close of business on June 30, 2020. 2. RE OFE PL . The parties may agree to enter into a new written contract at the conclusion of this contract. If the BOARD intends not to renew the INTERIM contract at the end of the Term, the BOARD shall notify the INTERIM SUPERINTENDENT of its intentions by June 1, 2020. If the BOARD does not notify INTERIM SUPERINTENDENT of its intent to non-renew the contract at the end of the Term by June 1, 2020, the term of the contract shall be automatically extended and continue in full force and effect under the same terms and conditions for another six (6) months (?Extension Term?), except that INTERIM SUPERINTENDENT shall receive an increase in his base salary from the previous year by the same percentage as all other Shelby County Schools certi?cated employees. Thereafter, 1 Page' this contract shall cease and terminate unless renewed or an agreed amendment extends same. In no case, however, shall this contract term and extensions exceed twenty-four (24) months when taken together. 3., DUTIES. The INTERIM SUPERINTENDENT shall have full charge of the administration of the schools under the general supervision of the BOARD, to include education programs, administration, ?nancial matters, procurement and contracting, personnel matters and all other business and administrative matters concerning the school system. He shall perform the duties speci?ed in Tennessee Code Annotated, as well as those listed in the job description for the INTERIM SUPERINTENDENT or SUPERINTENDENT as adopted by the BOARD, or as it may be amended from time to time during the term of this contract. Such job description and any amendments made thereto are hereby incorporated in this contract by reference as if stated herein. The INTERIM SUPERINTENDENT shall adhere to the policies promulgated by the BOARD and shall have full authority to enforce such policies. Additionally, the INTERIM SUPERINTENDENT shall have authority to organize, reorganize and arrange the central of?ce, including instruction and business affairs, as is deemed necessary, consistent with applicable law and school board policy. The INTERIM SUPERINTENDENT shall serve as secretary to the BOARD, shall attend each meeting of the BOARD, unless excused by the BOARD, and shall serve as an ex o?icio member of each committee established by the BOARD. 4. (museum For all services rendered by the INTERIM SUPERINTENDENT pursuant to this contract, the BOARD shall pay to and provide for the INTERIM SUPERINTENDENT the following salary: A. Sal?y The BOARD shall pay the INTERIM SUPERINTENDENT an annual base salary of $285,000.00 (TWO HUNDRED AND THOUSAND DOLLARS), less appropriate deductions for employment taxes and income tax withholding, as of the beginning date of this contract and for the ?rst six (6) months of this contract. Commencing with the ?scal year beginning July 1, 2019, and for the duration of this contract, if the INTERIM evaluation is at least satisfactory, the INTERIM salary shall be adjusted by the same annual percentage increase as that which is received by certi?cated employees. If certi?cated employees do not receive an annual percentage increase and the INTERIM evaluation is at least satisfactory, the Board shall have the option of providing the INTERIM SUPERINTENDENT a bonus. Such Salary shall be paid in accordance with the normal payroll practices. 5. EVALUATION. A. In accordance with Tennessee law, the BOARD shall evaluate the INTERIM SUPERINTENDENT annually, no later than September of each year in accordance with BOARD policy. 2 i3age' l. The Board will develop, with the INTERIM SUPERINTENDENT, a set of speci?c performance objectives based on the needs of the system for the ensuing academic year. This shall occur not later than October. 2. The evaluation will be a composite of the evaluation by individual Board members, but the Board, as a whole, will meet, as provided by law, with the INTERIM SUPERINTENDENT to discuss the composite evaluation. 3. Both the Board and INTERIM SUPERINTENDENT will prepare for the formal evaluation; the INTERIM SUPERINTENDENT will conduct and submit a self? evaluation with any supporting documentation at least 14 days prior to the formal evaluation, which may inform the formal written evaluation; and Board members will document the evidence used in rating the INTERIM performance. 4. All documentation will be supported by objective evidences and align with the metrics of the evaluation instrument. 5. The INTERIM SUPERINTENDENT shall have a right to prepare a written or oral response to the evaluation. B. Midyear, but no later September, mentioned in paragraph 5.A above, the Board and INTERIM SUPERINTENDENT will conduct and informal mid?year evaluation. The evaluation will be by each individual Board member, in writing, will address progress on each of the performance objectives and shall be provided to the INTERIM SUPERINTENDENT. C. The evaluation instruments used to evaluate the INTERIM SUPERINTENDENT shall include: 1. Quantitative ratings on a ?ve?point scale to measure performance in areas directly related to individual and performance objectives adopted by the BOARD for the preceding academic year; 2. Qualitative ratings to measure performance in areas directly related to individual and performance objectives adopted by the BOARD for the preceding academic year; 3. Written explanations for ratings below satisfactory; and 4. Discussion of opportunities for improvement and the areas to be addressed by the INTERIM SUPERINTENDENT in his professional development action plan. If unsatisfactory in any respect, the BOARD shall describe in writing, in reasonable detail, speci?c instances of unsatisfactory performance. The evaluation shall include recommendations as to areas of improvement in all instances where the BOARD deems ?3 Page performance to be unsatisfactory. A copy of the written evaluation shall be delivered to the INTERIM SUPERINTENDENT and INTERIM SUPERINTENDENT shall have the right to make a written response to the evaluation. This response shall be included in the INTERIM personnel ?le. 6. ADDITIONAL RETIREMENTIDEFERRED COMPENSATION BENEFITS. The BOARD shall contribute an amount equal to three (3) percent of the INTERIM salary on an annual basis to a tax?sheltered annuity selected by the INTERIM SUPERINTENDENT. Payments to the annuity will be made in installments during the term of the contract. In the event of a unilateral termination of this contract by either party, the Board?s obligation to contribute to the annuity will immediately cease. 7. INTERIM EXPENSES. The INTERIM SUPERINTENDENT shall be reimbursed for his reasonable and necessary expenses incurred in the performance of his duties hereunder in accordance with applicable BOARD Rules. The BOARD shall also pay all membership fees and dues of the INTERIM SUPERINTENDENT for up to four (4) professional and/or civic organizations that the INTERIM SUPERINTENDENT deems appropriate and in furtherance of the performance of his duties hereunder. The board will ?rst undertake to determine whether any credit for such membership fees with professional/or civic organizations previously paid for or held by the predecessor Superintendent may be transferred or have the balance applied to those of the INTERIM SUPERINTENDENT. 8. BENEFITS. The INTERIM SUPERINTENDENT shall be eligible to participate in, on the same terms and conditions as other employees, all bene?ts, including retirement bene?ts, established for the employees of the BOARD and the BOARD agrees to provide the following bene?ts to the INTERIM SUPERINTENDENT at BOARD expense: A. An employee health care plan that provides comprehensive medical expense bene?ts for individual health (hospitalization and major medical), dental and vision shall be provided without cost to INTERIM SUPERINTENDENT, as long as he is employed by the BOARD, on the same basis as is generally available to other employees of the Shelby County Board of Education. If family coverage is desired by the INTERIM SUPERINTENDENT, the BOARD shall pay the full premium cost of such family coverage during the term of this contract. B. The BOARD will purchase and maintain a whole life insurance policy with a face value of $500,000.00 for the INTERIM SUPERINTENDENT. The BOARD will purchase short and long-term disability insurance policies for the INTERIM SUPERINTENDENT in the amounts that represent the maximum coverage for these benefits available to all employees of the Shelby County Board of Education. The board will first undertake to determine whether any credit for such fees previously paid for or held by the predecessor Superintendent may be transferred or have the balance applied to those of the INTERIM Until-Page 9. 10. 11. 12. 13. SUPERINTENDENT. PROFESSIONAL LIABILITY. The BOARD shall maintain a professional liability insurance policy which provides coverage for alleged wrongful acts and omissions of the INTERIM SUPERINTENDENT. In the event that the terms of such policy are inapplicable, or the limits exhausted, then the BOARD shall indemnify the INTERIM SUPERINTENDENT against claims or other legal proceedings which arise out of the INTERIM actions occurring within the course and scope of his employment to the extent permissible by Tennessee law. This indemni?cation shall be granted to the extent permitted by the Tennessee Governmental Tort Liability Act, and especially TCA This indemni?cation shall cover all claims made and occurrences throughout the term of this contract and any extensions thereof. In no case shall individual BOARD members be considered personally liable for indemnifyng the INTERIM SUPERINTENDENT against such demands, claims, suits, actions, and legal proceedings. The board will ?rst undertake to determine whether any credit for such fees previously paid for or held by the predecessor Superintendent may be transferred or have the balance applied to those of the INTERIM SUPERINTENDENT. SEPERATE LEGAL COUNSEL If, in the good faith opinions of the BOARD and INTERIM SUPERINTENDENT a con?ict exists regarding legal defenses to a third-party claim against the INTERIM SUPERINTENDENT and BOARD g. pursuing the defense of one party would tend to injure the other party), the INTERIM SUPERINTENDENT may engage separate counsel whose billable rates will be subject to the approval, and the BOARD shall indemnify the INTERIM SUPERINTENDENT for the costs of such counsel and any reasonable costs associated with the defense, subject to the same limitations, provisions, and exceptions set forth above. The BOARD shall not, however, be required to pay the costs of any legal proceeding in the event the BOARD and the INTERIM SUPERINTENDENT have actual adverse legal interests in any litigation. QF AIJTOMOBILE. The BOARD will provide the INTERIM SUPERINTENDENT with access to a vehicle owned by the Board as of January 1, 2019 or as soon thereafter as practicable, for personal and professional use. The District will be responsible for all taxes, maintenance and operating costs associated with the vehicle. LEAEE. . At the beginning of each ?scal year, the Board will credit INTERIM SUPERINTENDENT with twenty (20) vacation days. The INTERIM SUPERINTENDENT shall accrue additional vacation and sick days at the rate set forth in Board policy. At the end of each contract year or upon termination of his employment, INTERIM SUPERINTENDENT shall be entitled to payment for all accrued but unused sick and vacation days. The INTERIM SUPERINTENDENT shall devote his full time, labor and attention to the performance of his of?cial duties. Provided that such activities do not interfere with his duties under this contract, the INTERIM SUPERINTENDENT may engage in outside professional activities including, without limitation, teaching, consulting, speaking and SlRage 14. writing. Any such outside activities undertaken by the INTERIM SUPERINTENDENT must be accomplished on the INTERIM vacation days, evenings, weekends, holidays or other non?duty days. The INTERIM SUPERINTENDENT may receive honoraria for such outside activities to the extent permitted by State law and Board Rules. GOEEBNANCE. To the full extent permitted by Tennessee law, the BOARD shall delegate to the INTERIM SUPERINTENDENT full administrative responsibility and authority for the operations of the School District and the public schools thereof. Board members shall address their concerns regarding operations, personnel matters, ?nancial conditions and other matters under the control of the INTERIM SUPERINTENDENT, directly to the INTERIM SUPERINTENDENT, and shall not directly interfere with the INTERIM supervision, direction and control of his staff. The INTERIM SUPERINTENDENT shall then address those matters with his staff, consultants, contractors and advisers, as appropriate. Individual members of the BOARD shall not, acting alone without authorization of the BOARD, take or refrain from taking any action under the control of the INTERIM authority, powers or duties. The BOARD and the INTERIM SUPERINTENDENT agree to work together to ful?ll the objectives of providing outstanding educational services and opportunities for all students within the School District, and the improvement of educational services, student performance and business practices within the School District, in accordance with applicable law and Board rules. A. Mutual agreement of the parties: This contract may be terminated by the mutual agreement of the BOARD and the INTERIM SUPERINTENDENT, the parties hereto. Disability shall be de?ned as ilhiess or incapacity, as determined by the Tennessee Consolidated Retirement System, or as evidenced by absence for more than one hundred twenty (120) days beyond that period of time for which the INTERIM SUPERINTENDENT would be entitled to sick leave and/or vacation leave and accompanied by a determination by the BOARD that such condition is permanent, irreparable or of such nature as will make the performance of the INTERIM duties impossible. If the INTERIM SUPERINTENDENT is permanently disabled, the BOARD shall have the option to terminate his employment and declare his of?ce vacant, with compensation to be continued after crediting any accrued sick leave, vacation and holidays in accord with the Tennessee Consolidated Retirement System and BOARD policies and applicable State of Tennessee laws. INTERIM SUPERINTENDENT shall not be entitled to severance pay or any additional bene?ts if he becomes disabled. If there is a gap between accrued sick leave, vacation and holidays and the beginning Tennessee 6 Page Consolidated Retirement System payments, the BOARD will, at its expense, compensate the INTERIM SUPERINTENDENT at the same rate at which disability bene?ts begin. If a question exists concerning the capacity of the INTERIM SUPERINTENDENT to return to his duties or for insurance purposes, the BOARD may require the INTERIM SUPERINTENDENT to submit to a medical examination to be performed by a doctor licensed to practice medicine. The examination shall be performed at BOARD expense. . Termination for Cause: This contract may be terminated by the BOARD for cause upon proof of material breach of any provision of this contract, violation of any BOARD policy and/or violation of any State, local or federal law. If the BOARD terminates this contract for cause, the INTERIM SUPERINTENDENT would be entitled to no further bene?ts or compensation. . Unilateral Termination by BOARD: The BOARD may, at its option, unilaterally terminate this contract. In the event of such termination, for reasons other than as set forth in paragraph number sixteen (16.) or seventeen (17.) below, and if under such paragraphs, the INTERIM SUPERINTENDENT is not transferred and placed in another position, the BOARD shall pay to the INTERIM SUPERINTENDENT, as severance pay, the lesser of ninety (90) days or the balance of the contract term, at the INTERIM salary rate at the time of the termination, as well as bene?ts he would have earned and been entitled to receive under this contract. Such severance pay shall be payable in one lump sum within ninety days (90) days of the effective date of termination. To terminate this contract under this provision, the BOARD shall notify the INTERIM SUPERINTENDENT of its election to terminate the contract and the effective date of termination. The INTERIM SUPERINTENDENT shall be deemed to have resigned from the position or other employment with the Shelby County Schools as of the effective date of the unilateral termination. . Notice of Termination: Except in cases concerning allegations of criminal or professional misconduct, the BOARD shall not terminate this contract or remove the INTERIM SUPERINTENDENT from of?ce without giving notice at least thirty (30) calendar days prior to the scheduled meeting at which such action shall be taken. . Unilateral Termination by The INTERIM (Resignation): The INTERIM SUPERINTENDENT may, at his option, and by a minimum of sixty (60) days noti?cation to the BOARD, unilaterally terminate this contract. In the event of such termination, the INTERIM SUPERINTENDENT shall have no right or entitlement to any severance pay and shall be entitled only to the salary and bene?ts accrued and unpaid, including accrued vacation and ?sick leave, as of the effective date of his resignation. l7 Rage 16. G. Death of the INTERIM SUPERINTENDENT: In the event of the death of the INTERIM SUPERINTENDENT at any time during the term of this contract, the BOARD shall pay to his surviving spouse, if any, or if the INTERIM SUPERINTENDENT does not have a surviving spouse, to the INTERIM SUPERINTENDENTS estate, an amount equal to the portion of the INTERIM Salary, together with all incentive pay, deferred compensation and other bene?ts to which he was entitled through date of his death. All payments shall be made within ninety (90) days of his death, together with such other bene?ts and payments as are authorized by applicable laws and Board Rules. Thereafter, the BOARD shall have no further responsibilities hereunder, and this contract shall terminate automatically. The provisions hereof shall not be deemed to affect any other bene?ts which may be available to INTERIM SUPERINTENDENT, including, but not limited to, those available under the applicable retirement programs, health insurance, life insurance or otherwise. SUPERINTENDENT SEARCH. The INTERIM SUPERINTENDENT agrees and understands that during the term of this contract the BOARD desires to conduct a SUPERINTENDENT search, The BOARD shall not be deemed to have breached, terminated andfor anticipatorily breached or terminated this contract, nor shall the BOARD be deemed to have created or declared the INTERIM SUPERINTENDENT position vacant, if and when it begins such a search. Additionally, the INTERIM SUPERINTENDENT agrees when the BOARD decides to conduct a SUPERINTENDENT search during the term of this contract, this shall not be deemed to trigger any entitlement by the INTERIM SUPERINTENDENT of a. ?buyout?, ?severance? or other entitlement under the terms of this contract. And, that the Interim Superintendent will at all times give his full and complete cooperation and support to any such search undertaken by the BOARD, I 17. UNILATERAL TRANSFER. 18. The BOARD reserves the right to replace and shall have the option to transfer the INTERIM SUPERINTENDENT to any other position within the school system for the duration of this contract. If during the term of this contract a permanent Superintendent is selected by the Board, the transfer of the INTERIM SUPERINTENDENT shall be to a position determined by the Permanent SUPERINTENDENT. In such event, this contract shall terminate, the compensation, insurance and other benefits included within this contract shall cease and same shall revert to the level of the position into which the INTERIM SUPERINTENDENT is transferred. In the event the Interim Superintendent declines to accept the transfer, this contract shall be terminated, and the Interim Superintendent shall be entitled to no further compensation or bene?ts. SEVERABILITY. The Board and the INTERIM SUPERINTENDENT agree that, in the event that any part of a clause of this contract is made illegal under federal or state law or are held to be illegal by any court having competent jurisdiction thereof, the remainder of this contract shall continue in full force and effect with such invalid part of clause elided there from. 19. RESOLUTION OF CONTRACT DISPUTES. If a dispute regarding the terms of this contract cannot be resolved between the parties, such dispute shall be heard in the Circuit or Chancery Court of Shelby County and shall be construed and enforced under and in accordance with the laws of the State of Tennessee. 20. BINDING EFFECT. This contract shall be binding upon and inure to the bene?t of the BOARD, its successors and assigns, and shall be binding upon the INTERIM SUPERINTENDENT, his administrators, executors, legatees, and heirs but may not be assigned by either party. 21. HEADINGS. Paragraph headings and numbers have been inserted for convenience of reference only. If there shall be any con?ict between any such headings or numbers and the text of this contract, the text shall control. 22. ENTIRE AGREEMENT AND AMENDMENT. This contract contains the entire agreement and understanding between the BOARD and the INTERIM SUPERINTENDENT. All prior contracts are hereby revoked and are null and void effective January 1, 2019. This contract may not be altered, amended, changed or canceled except in writing executed by the mutual agreement of the parties. In order for any amendment to be effective, said amendment shall be in writing, signed by both parties, approved by the BOARD and INTERIM SUPERINTENDENT, and appended to the original contract. IN WITNESS HEREOF, the BOARD has caused this contract to be executed in its name by its Chairperson and the INTERIM SUPERINTENDENT has approved and executed this contract effective on the day and year speci?ed within the introductory paragraph of this document. This contract was approved by vote of the Shelby County Board of Education at a public meeting duly held on February 2019 and has been made a part of the Minutes of that meeting. I9 Page