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
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