EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is hereby made by and

between the BOARD OF EDUCATION OF THE ONONDAGA CENTRAL SCHOOL
DISTRICT, located in Onondaga County in the State of New York (hereinafter called the
"Board"), and ROBIN PRICE, residing at 4164 Sholtz Road, Oneida, New York 13421
(hereinafter called the "Superintendent"), in accordance with the action of the Board, as
confirmed in the minutes of the meeting held on the 8
th
day of October, 2013.
RECITALS
A. The Board has offered to employ the Superintendent as the chief
executive and administrative officer of the Onondaga Central School District (the
"District") under the terms and conditions set forth in this Agreement.
B. The Superintendent has accepted the Board's offer of employment.
C. It is acknowledged that a written contract specifying the terms and
conditions of the Superintendent's employment with the District will provide the basis for
effective communication and future understanding between the parties.
D. In consideration of the conditions, covenants, and terms contained
herein, it is mutually agreed as follows.
AGREEMENT
1. Employment of Superintendent. The parties agree that the
Superintendent shall be employed by the Board to perform the duties of the
Superintendent of Schools in and for the public schools in the District, as prescribed by
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the laws of the State of New York and by the rules and regulations made thereunder by
the Board, provided that such duties are consistent with those usually performed by a
Superintendent of Schools. The Superintendent shall possess and maintain a valid
certificate to act as Superintendent in the State of New York during the entire period of
employment with the District.
2. Duties and Authority of Superintendent. The Superintendent of
Schools shall be the chief administrative officer of the District and shall perform all the
duties, accept all the responsibilities , and have all the power and authority ordinarily
required of and vested in a Superintendent of Schools in the District or in a similar
school district pursuant to the provisions of the Education Law of the State of New York.
The Superintendent of Schools shall also perform the duties and responsibilities
specified in this Agreement and in Section 1711 of the Education Law of the State of
New York. The Superintendent will have complete freedom to organize, reorganize,
and arrange the administrative and supervisory staff of the District in a manner which, in
his judgment, best serves the District , subject to Board approval. Responsibility for the
administration of instructional and business affairs of the District will be vested in the
Superintendent , and shall be administered by him with the assistance of his staff.
Responsibility for the selection, recommendation for appointment, and dismissal of all
instructional , administrative, and non-instructional personnel shall also be vested in the
Superintendent, with Board approval. Consistent with and pursuant to Section 211-
b(5) (a) of the Education Law, the Superintendent shall cooperate fully with any
distinguished educators appointed by the Commissioner of Education.
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3. Meetings. The Superintendent of Schools shall receive notice of,
and be permitted to attend and participate in, any and all meetings of the Board,
including, but not limited to, executive sessions (unless the Board requests that the
Superintendent be excluded from an executive session for the reasons set forth below),
work sessions, regular Board meetings, special Board meetings, emergency Board
meetings, and the like, together with the right to attend and participate in, at his option,
the meetings of any Board appointed committee and/or Board appointed citizens'
committee. The Board may exclude the Superintendent from executive sessions or
portions thereof to discuss the Superintendent's work performance, conduct the
Superintendent's evaluation, or determine a salary adjustment. The Board also has the
option to exclude the Superintendent from any executive sessions conducted for the
purpose of participating in workshops or training sessions pertinent to Board member
discipline or team building activities, or for the purpose of discussing Board ethics,
provided that the Board will discuss the content of such executive sessions with the
Superintendent after those meetings are conducted. In the event that a special meeting
is called while the Superintendent is out of the District, the Board shall contact the
Superintendent to make him aware of the nature of the meeting and to afford him the
opportunity to assign a designee to attend.
4. Board Referral. The Board, individually or collectively, shall
promptly and discreetly refer to the Superintendent, orally or in writing, for his study,
investigation, and recommendation, any and all material criticisms, complaints,
suggestions, communications, or comments regarding the administration of the District
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or the Superintendent's performance of his duties. The Superintendent shall promptly
report to the Board the disposition of such referrals.
5. Compensation. The salary for the Superintendent for the period
from November 18, 2013 to June 30, 2014 shall be paid atthe annual school year rate
of One Hundred Twenty Thousand Dollars ($120,000), pro-rated for the period of time
from November 18, 2013 to June 30, 2014. The salary for the Superintendent for the
school year commencing July 1, 2014 and ending June 30, 2015 shall be paid at the
annual school year rate of One Hundred Twenty Thousand Dollars ($120,000) . Such
salary shall be paid in equal installments in accordance with the policy and/or practice of
the Board governing payments of other professional staff members in the District.
6. Salary Adjustment. The Board retains the right to adjust the
annual school year salary of the Superintendent during the term of his employment with
the District, provided that such salary adjustment shall not reduce the rate of annual
salary below that paid to the Superintendent in any prior period. Salary adjustments
shall be a function of performance evaluation of duties, attainment of specific
performance objectives, and economic conditions of the District. Any adjustment in
salary made during the duration of this Agreement shall be in the form of an amendment
and shall become a part of this Agreement; provided, however, that by so doing, it shall
not be considered that the Board has entered into a new agreement with the
Superintendent, nor that the termination date of this Agreement has been extended.
However, the Board may, by specific action, extend the termination date of this
Agreement if such extension is permitted by state law.
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7. Term of Employment. Except as provided in paragraphs nine (9)
or fifteen (15) of this Agreement, the duration of the Superintendent's employment with
the District shall be for a period from November 18, 2013 through June 30, 2017. It is
the intent of the parties to make and enter into contracts consistent with the contract
term limits and all other provisions of law. This Agreement shall be construed to create
a new contract for a statutorily permitted period of time whenever an amendment
extending the term of employment occurs.
8. Full-Time Employment. The Superintendent shall devote his time,
skill , labor, and attention to his employment with the District during the term of this
Agreement ; provided, however, that the Superintendent, with approval of the Board,
may undertake consultative work, speaking engagements, writing, lecturing, or other
professional duties and obligations.
9. Evaluation Procedure/Notice of Non-Renewal. The Board and
the Superintendent will meet and discuss, and endeavor in good faith to agree on, an
evaluation format and annual goals for the District. If such agreement cannot be
reached, the Board shall establish the evaluation format to be used and annual goals.
No later than April 30, 2014 (i. e., a six-month evaluation) and October 31 , 2014 (i.e. , a
one-year evaluation), the Board shall evaluate the performance of the Superintendent,
in accordance with the regulations of the Commissioner of Education and the
established annual goals, and shall , within thirty (30) days after each evaluation, devote
a portion or all of one meeting to a discussion of the working relationships between the
Superintendent and the Board. After the first year of the Superintendent's employment,
the Board shall evaluate the performance of the Superintendent no later than June 30 of
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each year. Failure of the Board to notify the Superintendent, in writing, no later than
December 31 , 2015, of the Board's intent not to renew the term of his employment with
the District will automatically result in an extension of the term of employment by one
year, from July 1, 2017 through June 30, 2018, at a salary which is at least equal to the
highest rate of annual school year salary paid to the Superintendent prior thereto. At
least three (3) months prior to December 31 , 2015, the Superintendent shall notify the
Board President in writing of the requirement of this particular provision of the
Agreement. The failure of the Superintendent to give such written notice in a timely
manner shall void any automatic extension of this Agreement or the term of employment
as provided herein.
10. Leave Time.
a. Vacation. The Superintendent shall be entitled to twenty-five
(25) days of paid vacation time per school year, accrued as follows: (i) the
Superintendent will receive ten (10) vacation days at the outset of his employment on
November 18, 2013, and will accrue one (1) additional vacation day on the first day of
each month from January 1, 2014 through June 1, 2014; (ii) the Superintendent will
receive twenty-five (25) vacation days on July 1, 2014, and on July 1 of each
subsequent school year during the term of this Agreement. The Superintendent will
inform the Board President and obtain the consent of the Board President in advance if
he takes more than five (5) consecutive days of paid vacation time. If the
Superintendent is unable to use his full annual vacation allotment, the Superintendent
shall be entitled to be paid for a maximum of five (5) unused vacation days at a rate of
1/240th of the Superintendent's then current annual salary at the end of each school
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year, with payment to be made no later than the first pay period of August in the
succeeding school year. The Superintendent may also roll over up to a maximum of ten
(10) unused vacation days from one school year to the next, but may not exceed thirty-
five (35) accrued vacation days at any given time. In the event the Superintendent has
accrued unused vacation days at the time his employment with the District is
terminated, the Superintendent shall be paid for such unused vacation days, up to a
maximum of thirty (30) , at a rate of 1/240th of the Superintendent's then current annual
salary. If the Superintendent has a negative vacation balance at the time his
employment with the District is terminated, the Superintendent will compensate the
District for the negative balance at a rate of 1/240th of the Superintendent's then current
annual salary.
b. Sick Leave. The Superintendent shall be entitled to twenty-
four (24) paid sick leave days upon commencement of his employment with the District
on November 18, 2013, and twelve (12) paid sick leave days each school year
thereafter, accrued as follows: (i) the Superintendent will receive twenty-four (24) sick
leave days at the outset of his employment on November 18, 2013; and (ii) the
Superintendent will receive twelve (12) sick leave days on July 1 of each school year
during the term of this Agreement. Unused sick leave days shall be rolled over from
one school year to the next, up to a maximum sick leave accrual of two hundred (200)
days. The Superintendent's sick leave accrual shall be used for personal illness or
disability or for medical/dental appointments, except that a maximum of ten (10) of his
accrued paid sick leave days per school year !"Day be used for illness in his immediate
family. "Immediate family" shall be defined as set forth in subparagraph 10(d) below.
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The Superintendent will not be paid for any accrued unused sick leave days at the time
of the termination of the Superintendent's employment.
c. Personal Leave. In the first year of this Agreement only, the
Superintendent shall receive five (5) personal leave days for transition and relocation
purposes. During each subsequent school year, the Superintendent shall be entitled to
three (3) paid personal leave days each school year, which shall be accrued on July 1
of each school year during the term of this Agreement. The Superintendent's personal
leave accrual shall be used only to conduct personal business which cannot be
conducted outside of normal school hours. Personal leave may not be used for social
or recreational purposes, or for litigation by the Superintendent against the District, its
employees, or the Board. The Superintendent will inform the Board President and
obtain the consent of the Board President in advance of taking paid personal leave.
Any accrued unused personal leave days will be rolled over from one school year to the
next as sick leave days (subject to the maximum sick leave accrual of 200 days). The
Superintendent will not be paid for any accrued unused personal leave days at the time
of the termination of the Superintendent's employment.
d. Bereavement Leave. The Superintendent shall be entitled to
up to five (5) days of paid leave for bereavement for each death in the immediate family.
"Immediate family" shall be defined as spouse, children, mother, stepmother, mother-in-
law, father, stepfather, father-in-law, grandmother, grandfather, brothers, brothers-in-
law, sisters, sisters-in-law, and grandchildren of either spouse, or other relative living
with the family. Up to three (3) days of paid leave may be taken for the death of an
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aunt, uncle, niece, or nephew. Up to two (2) days of paid leave may be taken for any
other death at the discretion of and with the approval of the Board President.
e. Holidays. The Superintendent shall be entitled to the same
paid holidays as recognized by the District for all administrative employees. Those paid
holidays are: Independence Day (July 4) , Labor Day, Columbus Day, Veteran's Day,
Thanksgiving Day and the day after Thanksgiving, Christmas Day and the day after
Christmas, New Year's Day, Martin Luther King Day, Famous American's Day, and
Memorial Day. The Superintendent shall also be entitled to three additional paid
floating holidays per school year, which may not be used on school days, professional
development days, or Superintendent's conference days.
11 . Health Insurance. The Superintendent will be eligible to elect
health insurance coverage through the same insurance plan offered to other District
administrators. The District will pay ninety percent (90%) of the health insurance
premium for individual coverage and seventy percent (70%) of the health insurance
premium for family coverage.
12. Retiree Health Insurance. Upon his retirement from the District,
as such term is defined by the New York State Teachers' Retirement System, with a
minimum of ten (10) years of service to the District as its Superintendent, the
Superintendent will be eligible to continue to elect either individual or family health
insurance coverage through the District until he reaches 70 years of age. The District
will pay ninety percent (90%) of the health insurance premium for individual coverage
and seventy percent (70%) of the health insurance premium for family coverage during
the Superintendent's retirement.
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13. Dental Insurance. The Superintendent will be eligible to elect
dental insurance coverage through the same insurance plan offered to other District
administrators. The District will pay Two Hundred Sixty-Five Dollars ($265.00) each
school year during the term of this Agreement toward the dental insurance premium for
either individual or family dental insurance coverage.
14. Medical Examination. The Board may, at its discretion, require
the Superintendent to undergo a comprehensive medical examination performed by a
physician selected by the Superintendent once during each school year, and to provide
a statement from the examining physician certifying the Superintendent's physical
competency to perform his duties. Such statement will be treated as confidential
information by the Board. The cost of any such medical examinations shall be paid by
the District.
15. Termination of the Agreement. This Agreement may be
terminated by written agreement between the Board and the Superintendent, or by the
resignation of the Superintendent upon ninety (90) days' written notice to the Board.
This Agreement may also be terminated, and the Superintendent may be removed from
his employment during the term hereof, upon the occurrence of any of the following
events:
a. The Superintendent, as determined by the school physician
or a physician selected by the District, is unable, by reason of sickness or other
disability, to discharge his duties and responsibilities for a period of four (4) months in
any twelve (12) month period , or beyond the exhaustion of the Superintendent's
accrued sick leave entitlement , whichever is more.
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b. The Superintendent , as determined by the school physician
or a physician selected by the District, is permanently disabled or incapacitated. In the
event that the Superintendent is permanently disabled or incapacitated, the Board may
terminate this Agreement by the payment of four (4) months' salary beyond the
Superintendent's sick leave entitlements.
c. The Superintendent dies, in which event this Agreement and
the benefits provided herein shall terminate.
d. The Superintendent fails to maintain certification as required
by the Education Law and the regulations of the Commissioner of Education, in which
event this Agreement and the benefits provided herein shall terminate upon the
submission of verification of suspension, revocation, or non-existence of a valid
certification.
e. The Superintendent shall be subject to discharge for just
cause, which includes, but is not necessarily limited to, misconduct, neglect of duty, or
insubordination. If the Board determines, during a meeting conducted in executive
session, that there is just cause for discharging the Superintendent and terminating this
Agreement , the Board shall prepare and serve written charges upon the Superintendent
either personally or by certified mail. The Superintendent shall be allowed at least
twenty (20) working days to answer the charges in writing and to request a hearing
before an impartial hearing officer. If no hearing is requested , the Board shall take such
action as it deems appropriate under the circumstances, which shall be final and binding
upon the Superintendent. If the Superintendent requests a hearing, the parties agree to
submit the charges to arbitration subject to the Voluntary Labor Arbitration Rules of the
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American Arbitration Association. The hearing shall be public or private at the
discretion of the Superintendent. Each party shall have the right to be represented by
counsel , to subpoena witnesses, to testify, and to cross examine witnesses. During the
pendency of the hearing and a final decision by the arbitrator, the Superintendent may
be suspended with pay and benefits. The arbitrator shall make his or her determination
within thirty (30) days of the conclusion of the hearing. The decision of the arbitrator
shall be final and binding upon the parties. The costs of the administrative fees for the
arbitration and the arbitrator shall be borne by the District.
16. Professional Meetings. The Superintendent shall attend
appropriate professional meetings and District-related business, as approved in
advance by the Board, at the local , state, and national levels, that do not interfere with
normal performance of duties. Reasonable expenses of attendance at such meetings
will be paid by the District. The District will pre-pay expenses related to registration
fees, travel, and hotel accommodations. Reimbursement to the Superintendent for all
other expenses associated with attendance at such meetings shall be made upon audit
approval of an itemized account of such expenses presented by the Superintendent.
17. Association Memberships. The Board agrees, during the
duration of this Agreement , to pay the membership dues of the Superintendent in the
American Association of School Administrators ("AASA"), the New York State Council of
School Superintendents ("NYSCOSS"), the Association of Supervision and Curriculum
Development ("ASCo"), and other professional organizations approved by the Board.
18. Cell Phone. The Superintendent is required to carry either a
District-provided cell phone or a personal cell phone that is available for District
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business. If the Superintendent chooses to make his personal cell phone available for
District business, the District will reimburse the Superintendent up to Forty Dollars
($40.00) per month for cell phone expenses.
19. Relocation of Residence and Moving Expenses. The
Superintendent agrees that he will make a reasonable effort to relocate his residence
within the District by September 1, 2014. The Board agrees to reimburse the
Superintendent up to $5,000.00 for reasonable expenses incurred in moving his
household goods upon his relocation and establishment of his residence within the
boundaries of the District. The payment will be made subsequent to the Superintendent
establishing residency within the boundaries of the District and upon the submission of
receipts or other appropriate proof of expenses related to the relocation of his
residence.
20. Indemnification.
a. The District agrees, as a further condition of this Agreement ,
that it shall defend, hold harmless, and indemnify the Superintendent from any and all
demands, claims, suits, actions, and legal proceedings brought against the
Superintendent in his individual capacity, or in his official capacity as agent and
employee of the District, provided the incident arose while the Superintendent was
acting in good faith, within the scope of his employment , or under the direction of the
Board. This indemnification provision includes, but it not limited to, all uninsured
financial loss arising out of any proceeding, claim, demand, suit, or judgment, by reason
of alleged negligence or other conduct resulting in bodily or other injury to any person or
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damage to the property of any person. This provision is not intended to displace or
waive any other available statutory defense and indemnification provisions.
b. As a condition of receiving such indemnification, the
Superintendent shall , within ten (10) calendar days of the date on which he is served
with any summons, complaint , process, notice, demand, or pleading, deliver a copy of
the same to the Board.
21 . Written Agreement. This Agreement shall continue in full force
and effect for the term expressed herein, unless otherwise terminated, modified, or
extended in accordance with the provisions of paragraphs nine (9) or fifteen (15) of this
Agreement , or by an agreement in writing between the parties. This Agreement
includes the full agreement between the Board and the Superintendent, and supersedes
all prior contracts, memoranda, and agreements. No other document shall be deemed
to contain any binding commitment between the Board and the Superintendent unless it
is dated on or subsequent to the date of this Agreement and is signed by the
Superintendent and by the Board President pursuant to a Board resolution authorizing
the Board President to do so.
22. Savings Clause. In the event that any provision of this Agreement
is found to be invalid or unenforceable, such finding shall in no way affect the validity or
enforceability of any other provision.
Dated: -----',--=o+-!....:.-? _ ___ , 201 3
(SEAL)
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Onondaga Central School District
Board of Education
4.
~
I
Dated: _-.::./-=. 0-1-' ___ ' 2013
J
STATE OF NEW YORK )
COUNTY OF ONONDAGA ) ss. :
Robin Price
Superintendent of Schools
On this iL day of OC:h!be-t. , 2013, before me came David Toomey,
who is known to me and who, upon being duly sworn, did depose and say that he is the
President of the Board of Education of the Onondaga Central School District; that he
knows the seal of said school district; that the seal affixed to this Agreement is the
school district seal ; that it was so affixed by order of the Board of Education of the
school district ; and that he signed his name thereto by the same order.
LISA D. WHITE
Notary Publ ic, State of New York
No. 01WH6139689
Qual ifi ed in Onondaga county
Commission Expires January 17, 2014
STATE OF NEW YORK
COUNTY OF ONONDAGA
Notary Public
)
) SS.:
On this .1L day of 2013, before me came Robin Price, who
is known to me and who executed the foregoing instrument and duly acknowledged to
me that he executed the same.
LISA D. WHITE
Notary Publi c, State of New York
No.01WH6139689
Qual ified in Onondaga
Commission Expires January ,
Notary Public
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CERTIFICATION
This is to certify that this Agreement was approved and the execution
hereof on behalf of the Board of Education of the Onondaga Central School District was
authorized by vote of the Board of Education at a publ ic meeting duly held on October
8, 2013, and has been made a part of the minutes of that meeting.
STATE OF NEW YORK )
COUNTY OF ONONDAGA ) ss.:

Marianne O'Connor
Distri ct Clerk
On this Ji.- day of , 2013, before me came Marianne
O'Connor, who is known to me and who, upon being duly sworn, did depose and say
that she is the Clerk of the Board of Education of the Onondaga Central School District ;
that she knows the seal of said school district; that the seal affixed to this Agreement is
the school district seal ; that it was so affixed by order of the Board of Education of the
school district; and that she signed her name thereto by the same order.
LISA D. WHITE
Notary Publi c, State of New York
No. 01WH6139689
Qual ified in Onondaga county
Commi ssion Expires January 17, 2014
Notary Public
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