Rick Pass Separation Agreement and Release

Separation Agreement and Release

This Separation Agreement and Release (hereinafter referred to as the "AGREEMENT") is entered into by Mr. Rick Pass (hereinafter referred to as the "SUPERINTENDENT"), and Naselle-Grays River Valley Schools (hereinafter referred to as the "BOARD") resolving the SUPERINTENDENT's employment with the Naselle-Grays River Valley Schools. Whenever the term "BOARD" is used in this AGREEMENT, it shall be deemed to mean and include the Board and its members, administrators, employees, attorneys, agents and the School District. The SUPERINTENDENT, and the BOARD are each fully informed of all relevant facts, aware of the implications of entering into this AGREEMENT, have had the opportunity to receive professional and legal advice regarding the advisability of entering into this AGREEMENT, and are voluntarily entering into this AGREEMENT without duress, fraud, or coercion of any kind.

WHEREAS, SUPERINTENDENT has been employed by the BOARD under a series of Superintendent's Employment Agreements, the current iteration of which contains a termination date of June 30, 2014 (hereinafter referred to as the "CURRENT CONTRACT"); and

WHEREAS, notwithstanding such CURRENT CONTRACT, in order to consider and pursue other leadership, the BOARD desires to conclude the employment relationship with the SUPERINTENDENT upon the terms and conditions set forth; and

WHEREAS the BOARD and SUPERINTENDENT are agreeable to the termination of the CURRENT CONTRACT prior to its June 30, 2014 end date; and

WHEREAS, it is further the express intention and desire of the BOARD and SUPERINTENDENT to compromise and settle all claims, whether known or unknown, anticipated or unanticipated, liquidated or unliquidated, to resolve all present differences and to anticipate and avoid any and all future claims or differences which might hereinafter accrue or arise connected with or relating to SUPERINTENDENT'S employment and/or the CURRENT CONTRACT.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration each to the other made, the sufficiency of which is acknowledged, the BOARD and the SUPERINTENDENT hereby agree as follows::

I. INCORPORATION OF RECITALS

The recitals of this AGREEMENT are incorporated in and made a part of the operational portion of the AGREEMENT by this reference.

2.       RESIGNATION

Simultaneously upon the execution of the AGREEMENT, SUPERINTENDENT shall execute in writing and deliver to the BOARD, his irrevocable voluntary Notice of Resignation as an employee of the BOARD effective June 30, 2013. The Notice of Resignation is attached hereto as Exhibit A and made a part hereof. The BOARD's acceptance of this AGREEMENT shall constitute acceptance of the resignation of the SUPERINTENDENT. Prior to the effective date of his resignation, SUPERINTENDENT shall receive from the BOARD his regular gross salary through June 30, 2013 and other benefits, including insurance coverage already in place for the 2012-2013 contract year.

3.       PAYMENT

The BOARD agrees to pay SUPERINTENDENT a sum of ninety thousand dollars and zero cents ($90,000.00 gross). Subject to withholdings described in Section 4 below, the amount of ninety thousand dollars and zero cents ($90,000.00 gross) will be paid in two equal installments of forty-five thousand dollars and zero cents ($45,000.00 gross), pursuant to conditions outlined in section 3 herein.

The first installment of forty-five thousand dollars and zero cents ($45,000.00 gross) will be paid to SUPERINTRENDENT in twelve (12) equal installments of three thousand seven hundred fifty dollars and zero cents ($3,750.00) consistent with District pay day(s) beginning in July 2013 and paid through June 2014. The BOARD agrees that the SUPERINTENDENT may accept and perform other work and or accept and perform other employment between July 1, 2013 and June 30, 2014 without mitigation of the first installment of forty-five thousand dollars and zero cents ($45,000.00 gross) paid under this AGREEMENT.

The second installment of forty-five thousand dollars and zero cents ($45,000.00 gross) will be paid to SUPERINTRENDENT in twelve (12) equal installments of three thousand seven hundred fifty dollars and zero cents ($3,750.00) consistent with District pay day(s) beginning in July 2014 and paid through June 2015. The SUPERINTENDENT agrees that should the SUPERINTENDENT accept other full time employment to be performed at any time between July 1, 2014 and June 30, 2015, then the obligation expressed herein, for the BOARD to pay the second installment, shall be null and void from the date of said employment, and any subsequent equal installments shall cease. Full time employment shall be defined as W-2 Wage and Tax Statement wages, exclusive of any wages paid by the BOARD, that will and or does reflect more than fifty thousand dollars and zero cents ($50,000.00) for 2014 tax purposes.

Should the SUPERINTENDENT accept and or perform any other full-time employment, as defined herein, before June 30, 2015, he shall notify the BOARD within seven (7) business days in writing.

4.       Taxes

The BOARD will treat the amounts payable herein as wages subject to all applicable withholding and employment taxes.

5.       Insurance

The BOARD agrees to pay for the cost of all the SUPERINTENDENT's health, and dental, and vision insurance coverage under the existing group plans in the District at the BOARD' s expense through June 30, 2014. The SUPERINTENDENT may choose to waive the purchase of insurance, in whole, and direct the BOARD to purchase, with Monies equal to the District contribution to said insurance, selected by the SUPERINTENDENT. However, if the SUPERINTENDENT has health, and or dental, and or vision insurance available to him through any other employment before June 30, 2014, he shall notify the BOARD within seven (7) business days in writing and the SUPERINTENDENT shall take advantage of the insurance coverage available to him through the alternate source.

6.       Mutual Release

In mutual consideration of all of the obligations on the part of SUPERINTENDENT and the BOARD set forth in this agreement, it is understood by both parties that this AGREEMENT constitutes a full accord, satisfaction, and settlement of any and all disputes and claims arising out of the employment relationship between the parties as well as the end of the employment relationship between the parties. SUPERINTENDENT hereby releases, acquits, and forever discharges the BOARD, its employees, agents, representatives and successors from any and all grievances, claims, liabilities, damages, causes of action, suits or judgments (including costs and expenses incurred in connection therewith), known or unknown, which SUPERINTENDENT now has or might have, including but not limited to, without limitation, any and all claims under theories of contract or tort, federal law, state law, local law, regulations, orders, and policies, including but not limited to, the Americans with Disabilities Act 42 USC 12/101 et seq., as amended, Title VII of the Civil Rights act of 1964 as amended, 42 USC 2000e et seq, the Civil Rights Act of 1866, 42 USC 1986, et seq, as amended, The Washington State Constitution, the Washington State School Code, RCW 28A et seq, and the Washington Law Against Discrimination. SUPERINTENDENT does knowingly and voluntarily relinquish and waive all legal and equitable remedies provided to him under the Age Discrimination and Employment Act 29 USC 621 et seq., as amended.

7.       Covenant Not To Sue

The BOARD and the SUPERINTENDENT further covenant and agree never to institute or cause to be instituted any suit or action, at law, equity, or otherwise, in any federal or state court, before any federal, state, or local administrative agency or before any tribunal, public or private, relating to or arising from the SUPERINTENDENT's employment relationship with the BOARD, the termination of the CURRENT CONTRACT, except to enforce the terms of this AGREEMENT. SUPERINTENDENT waives the right to monetary damages or other legal or equitable relief awarded by any governmental agency related to any claim set forth in paragraph 6 from any party released in such paragraph.

8.       Indemnification

The BOARD agrees to indemnify, hold harmless and defend, with counsel reasonably satisfactory to the SUPERINTENDENT, SUPERINTENDENT from all claims, demands, actions, lawsuits and judgments including but not limited to any civil rights damage claims and suits, constitutional rights damage claims and suits, including defense thereof which are threatened, pending or arising before or after the employment relationship between the BOARD and the SUPERINTENDENT has terminated, should SUPERINTENDENT be named as a party or witness in any capacity arising from SUPERINTENDENT's employment by the BOARD. If SUPERINTENDENT is required to participate in the defense of any litigation, claims and suits, related to his employment with the BOARD, the BOARD agrees to pay the reasonable transportation, travel and lodging costs, if any, incurred by the SUPERINTENDENT as a result of his cooperation in such defense.

9.       Non-Disparagement

The BOARD and the SUPERINTENDENT acknowledge the importance of each other's reputation in the community, State, and nationally. The BOARD agrees that the BOARD and its members and future members, administrators comprising the SUPERINTENDENT's leadership team, attorneys and agents (such term not to include employees) shall not make any negative, disparaging, adverse, and or derogatory statements, remarks, comments, and or innuendos, either oral or written, directly or indirectly, to any prospective employer or any other person or entity about, in reference to, or with respect to SUPERINTENDENT of any kind or nature whatsoever or to this AGREEMENT, or with respect to the SUPERINTENDENT's relationship with the BOARD, or cessation of the SUPERINTENDENT's services with the District. The SUPERINTENDENT agrees not to make any negative, disparaging, adverse, and or derogatory statements, remarks, comments, and or innuendos, either oral or written, directly or indirectly, to any prospective employer or any other person or entity about, in reference to, or with respect to the BOARD of any kind or nature whatsoever or to this AGREEMENT, or with respect to the SUPERINTENDENT's relationship with the BOARD, or cessation of the SUPERINTENDENT's services with the District.

10.    Governing Law: Venue

This AGREEMENT shall be interpreted, and the rights and liabilities of the parties shall be determined, in accordance with the laws of the State of Washington. Any litigation shall take place in Pacific County, Washington.

11.      Severability Clause

If any provision of this AGREEMENT is held to be invalid, void or unenforceable, the remaining provisions of this AGREEMENT shall not be affected thereby and shall continue in full force and effect.

This AGREEMENT constitutes the entire understanding of the parties and supersedes any and all past representations and understandings, whether oral or written. IN WITNESS WHEREOF, Mr. Rick Pass, and the Board of Education of

Naselle-Grays River Valley Schools, by its duly authorized representatives and agents, have signed and executed this AGREEMENT on the date indicated below.

Date: 05/28/13

BOARD OF EDUCATION OF Naselle-Grays River Valley Schools

EXHIBIT A

I hereby voluntarily and irrevocably resign as Superintendent of Naselle-Grays River Valley Schools effective June 30, 2013. I submit this letter of resignation with mixed emotions. I have enjoyed my time with Naselle-Grays River Valley Schools. I look forward to watching the advancement of programs in place, and am proud of the accomplishments of the committed administrators, staff, School Board, andf of course, the wonderful students. I thank the Board for giving me the opportunity to lead the educational charge for the Naselle-Grays River Valley Schools community these past years.

My family and I are looking forward to the opportunities that await us in our future endeavors. I wish the Naselle-Grays River Valley Schools and the entire community the best.

Dated:                 5-28-13