Separation Agreement

AGREEMENT AND MUTUAL RELEASES This is an agreement by and between Dr. Fadhilika Atiba-Weza (hereinafter referred to as "Dr.

Atiba- Weza" or "Superintendent"), Superintendent of the Schools of the Enlarged City School District of Troy. employed by the Board of Education of the Enlarged City School District of Troy (hereinafter occasionally referred to as the "District," or the "Board" or "Releasee"). Sepfember 3, 2008, (hereinafter "Employment Agreement"), wherein the Board agreed to employ Dr. Atiba-Weza as Superintendent for its District for a period of five years beginning on July 1,2008, and; WHEREAS, pursuant to said Employment Agreement, Dr. Atiba-Weza's term of employment as Superintendent for the District would terminate on June 30, 2013, unless otherwise extended by the parties and;
WHEREAS, serious differences exist between the Board and Or. Atiba- Weza regarding his service as Superintendent; and

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WHEREAS, the Board and Dr. Atiba-Weza entered into an employment agreement on

WHEREAS, both the Board and Dr. Atiba- Weza have considered litigation as a means to resolve these differences; and . WHEREAS, both the Board and Dr. Atiba-Wcza recognize that litigating the issues which constitute the differences between them will be extraordinarily costly and will cause significant disruption to the District; and
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, WHEREAS, as a result of these differences, the Board and Dr. Atiba- Weza agree that it is not in the best interests of the Board, the District or Dr. Atiba-Weza to continue to work together; and understanding to terminate the aforesaid employment agreement effective June 30, 2011, subject to certain tenus and conditions; and
WHEREAS, (i) Dr. Atiba-Weza has been represented by and has consulted with the appropriate legal counsel of his choice; (H) has been given a reasonable period within which to consider this Agreement and general release ("Agreement"); and (iii) understands that in executing this Agreement he is, inter alia, relinquishing any and all rights and claims which he had, or may have had in law or in equity under all federal, state, county or local statutes, laws, rules: and regulations pertaining to employment, as welJ as any and all claims under tort law, or which were or could have been alleged by him; : WHEREAS, the Board and Dr. Atiba-Weza have therefore arrived at a mutual

NOW, THEREFORE, in consideration of the said mutual undertakings and promises contained in this Agreement and other good and valuable considerations, the parties agree and covenant as follows:

1. The above recitations of facts and circumstances set forth in all of the preceding ''Whereas'' clauses are expressly incorporated herein and form a part of the terms of this Agreement. 2. .Dr. Atiba- Weza hereby submits his irrevocable resignation for purposes of retirement as Superintendent of the District, effective June 30. 2011. His irrevocable letter of resignation is attached hereto as Exhibit" A'l. Except as specifically provided herein, said resignation shall terminate the respective rights, benefits, wages and obligations of the parties pursuant to the Employment Agreement, as of the effective date of his resignation. 3. In consideration of his resignation from employment, the termination of his Employment Agreement, and the release of all claims and other consideration recited in this Agreement, Dr. Atiba-Weza shall receive the following to which he would have been entitled by the existing Employment Agreement: a. In consideration for his irrevocable letter of resignation and the waivers of any and all current/future claims against the District as set forth herein, Dr. AtibaWeza shall be paid the sum of Two Hundred Thousand Dollars ($200,000), payable within thirty (30) days of the effective date of Dr. Atiba-Weza's resignation. The parties Specifically agree that payment as aforesaid shall be in settlement of all claims they may have against each other and shall not be considered as salary or be subject to pension contribution by the Board on his behalf. Dr. Atiba- Weza agrees that he is solely responsible for any and all Federal, State or local tax liability that may result in connection with the aforesaid payment in settlement of claims. b. On or before July 31, 2011, the District shall make payment to Dr. Atiba-Weza in the gross amount of $3,900.00 representing payment for unused accumulated sick leave pursuant to Article V. Paragraph (A)(3) of his Employment Agreement. Dr. Atiba-Weza agrees that said amount shall be reduced by any and all appropriate Federal/State/local tax withholdings. c. On or before July 31, 2011, the District shall make payment to Dr. Atiba- Weza in the gross amount of $46,054.15 representing payment for unused accumulated vacation entitlement pursuant to Article V, Paragraph (C)(I) of his Employment Agreement. Dr. Atiba- Weza agrees that said amount shall be reduced by any and all appropriate Federal/State/local tax withholdings, d. The District shall provide health, dental, and prescription insurance coverage under either an individual or family health insurance (based on individual or family status at time of retirement) for the Superintendent and his spouse, for the remainder of their lives, including any dependent children; however the Superintendent's spouse shall only be eligible for single coverage should she survive him, unless there is a dependent child of the marriage, then the child shall be entitled to coverage while a dependent. The District will pay 85% of the cost of the premium for individual coverage or family coverage.

e. The District shall waive its right to seek reimbursement from Dr. Atiba-Weza for the payment of $15,000 paid to Dr. Atiba- W eza for the pursuit of a doctorate at an accredited university or college.

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The District shall, to the maximum extent permitted by New York State Education andlor Public Officers law, indemnify Dr. Atiba-Weza and hold him harmless against any loss arising out of any demand, claim, suit, action or legal proceeding brought against Dr. Atiba-Weza, in either his individual capacity or his official capacity as agent and employee of the District, arising out of incidents which occurred while Dr. Atiba-Weza was acting within the' scope of his employment or under thc direction of the Board.

g. Dr. Atiba- Weza agrees that he will cooperate with the Board in connection with any litigation which may occur concerning events which arose during his employment with the District. Said cooperation shall include, but not be limited to, his appearance as a witness in any future proceeding, as well as any necessary preparation for such appearance. The District shall reimburse Dr. Atiba-Weza for all reasonable and necessary travel expenses, including mileage at the IRS rate when he is required to perform duties pursuant to this paragraph. h. Effective June 30, 2011, Dr: Atiba-Weza acknowledges that he has, by this Agreement, relinquished all right, title and interest in any position of the District; including, but not limited to, the position of Superintendent of the District.

i. All compensation, less deductions required by law or authorized by the
Superintendent, shall be paid in equal installments in the same manner as salary is paid to other certified employees of the District or as may be mutually agreed to by the parties. 4. For purposes of this Agreement the word "Releasees" shall include the Troy City School District, its members, officers, employees, agents, and independent contractors, the Board of Education of the Troy City School District, its members, individually and in their official capacities, its officers, employees, agents and/or independent contractors. 5. Dr. Atiba-Weza covenants that he has not filed any action, complaint, proceeding, Charge, grievance or arbitration or any other proceeding. administrative or judicial, against the Releasees. Dr. Atiba- Weza hereby covenants and agrees not to file any action, complaint, proceeding, charge, grievance or arbitration nor commence any other proceeding, administrative or judicial, against the Releasees in any court of law, admiralty or equity or before any administrative agency or arbitrator seeking damages or other remedies on Dr. Atiba-Weza's own behalf, with respect to his relationship with the Releasees, his employment with the Releasees, his separation from employment from the Releasees, or respecting any matters which were or could have been claimed. or otherwise arising on or prior to the date of execution of this Agreement, except to the extent that any such claim concerns an allegation that the Releasees have failed to comply with any obligations created by this Agreement.

6. Both parties do not admit, and specifically deny any liability, wrongdoing or violation of any law, statute, regulation, agreement or policy, and.l11"entering into this Agreement solely for e the purposes of (a) amicably resolving 3llY and alltnatters in controversy, disputes, causes of action, claims, contentions and •. differences of any kind whatsoever between the Releasees and Dr. Atiba-weza, and (b) avoiding the attorneys' fees and other eXpenses that win result from litigation. No findings of any kind have been made or issued by any mediator, arbitrator, administrative agency or court of law, and Dr. Atiba-Weza acknowledges that he is not the prevailing party in any action which he has filed against the Releasees, or in any action or putative action which may have been filed against hini. 7. Dr. Atiba- Weza, for and in consideration of the payments made by Rele ruJ set forth herein, and other good and valuable consideration, hereby releas~ and forever discharges,. and by this instrument does-release and forever discharge the Release.es of and fr()m allactions, causes of action, suits, Charges, complaints, proceedings,. gri.evanc~,obligations,· f?O~ts' losses, damages, injuries, attorneys' fees, debts, dues, sums of ~oney,acpounts, covenants, contracts, controversies, agreements and promises of any form what$oev~ (collectively referred to as "claims") including; but not limited to, any claims-in law, t;quity, C?ntr"aBt,tort or those claims which were or could have been alleged up until tile date of eXecution of this Agreemetlt, or any claims arising under any and ..all fed~ral. state, C?unty.or 19p~d.~tatu~es, laws, rul~ and regulations pertaining to employtnetlt, ... well as any and aWc1aims under. stat~ c.f federal as contract or tort law against Releasees, whethertw-()wn .or unkno""wuo.f0reseen, unanticipated, unsuspected, Of Int~twhich he, his heirs, ex.Eroutors; dministrators,.s\lc~C$s(Jrs and assigns ever a had, now have or hereafter. can, shall or may have for, upon or by r~ason of any matter' cause or thing whatsoever from the beginning of the world to the date of ex.ecution of this Agreement, except a claim that Releasees have failed to comply with any obligations created by this Agreement. Without limiting the generality of the foregoing, Dr. Atiba-Weza agrees that he knowingly and voluntarily waives all rights he has or may have (or that of anyone on his behalf) to commence or prosecute any lawsuit, charge, claim, complain~ or other legal proceeding or action against Releasees, whether an individual or class action, with any administrative agency, court or other forum, including, but not limited to claims brought under the Americans with Disabilities Act of 1990,42 U.S.C. §12101 et seq., Title VII of the Civil Rights Act of 1964,42 U.S.C. §2000c et seq., the Pregnancy Discrimination Act of 1978,42 U.S.C. §2000e(k),the Civil Rights Act of1991~ Pub. L. NO. 102-'166, lOSStat. 1071 (1991), 42 U.S.C. §1981, the Fair Labor Standards Act, 29 U.S.C. §201 et seq., the National Labor Relations Act, 29 U.S.C. §IS1 et seq., the Equal Pay Act of 1963,29 U.S.C. §206(d), the Employee Retirement Income Security Act of 1974,29 U.S.C. §1001 et seq., the Rehabilitation Act of 1973,29 U.S.C. §791 et seq., the Family and Medical Leave Act of 1993, 29 U.S.C~ §2601 et seq., the New York State Human Rights Law, N.Y. Executive Law §290et seq; Title IX, 20 U.S.C. §1681 et seq., the Ncw York Civil Rights Law, N.Y. Civil Rights Law §79-e et seq .• the New York Equal Pay Law, N.Y. Labor Law §§194-198, the New York Workers' Compensation Law, N.Y. Workers' Compensation Law §1 et seq; under any and all other federal, state and local equal employment, fair employment and civil or human rights law {whether statutory, regulatory or decisional}, under the statutory, regulatory or common law of any jwisdiction, including, but not limited to, any and all tort claims (e.g., assault, battery, false imprisonment, defamation, intentional infliction of emotional distress, negligent infliction of emotional distress, wrongful termination, negligent hiring, supervision andlor retention, conversion, interference with contract, abusive discharge)
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and under ~y and all federal, state and local laws relating to employment and/or gender discrimination, pregnancy discrimination, sexual and/or other harassment, retaliation. benefits, labor or employment standards, or retaliation. 8. Dr. Atiba-Weza specifically agrees that he knowingly and voluntarily releases and forever discharges, and by this instrument does release and forever discharge the Releasees of and from all actions. causes of action, suits, charges, complaints, proceedings, grievances, obligations, costs, losses, damages, injuries, attorneys' fees, debts, dues, sums of money, accounts, covenants, contracts, controversies, agreements and promises of any form whatsoever (collectively referred to as "claims"), including, but not limited to claims brought under the Age Discrimination in Employment Act of 1967 (ADEA), 29 U.S.C. §621 et seq., which were or.' could have been alleged by Dr. Atiba-Weza, his heirs, executors, administrators, successors and assigns up until the date of execution of this Agreement. 9. To comply with the Older Workers Benefit Protection Act (OWBPA), this Settlement and Release has advised Dr. Atiba- Weza of the legal requirements of the Act, and fully incorporates the legal requirements by reference into this Agreement as follows:

a. Dr. Atiba- Weza understands the terms of this Agreement; b. Dr. Atiba- Wezn has been advised of his right to consult with an attorney to discuss the terms of this Agreement, and specifically acknowledges that he has fully discussed the terms of this Agreement with legal counsel of his own choosing and understands the meaning and effect of his waiver of all rights and claims under the ADEA; c. Dr. Atiba-Weza does not waive any rights or claims under the ADEA that may arise after the date of execution of this Agreement; d. Dr. Atiba- Weza is not receiving consideration beyond anything of value to which he is already entitled in exchange for his execution of this Agreement; e. Dr. Atiba-Weza acknowledges that Releasees have afforded him the opportunity to consider the terms of this Agreement for a period of twenty-one (21) days;

f. The parties acknowledge that Dr. Atiba-Weza may revoke this Agreement within
seven (7) days after the Agreement has been executed by all parties and that the Agreement shall not become effective until the eighth (8tli) day after the execution of this Agreement. In the event Dr. Atiba-Weza chooses to exercise his option to revoke this Agreement, Dr. Atiba-Weza shall notify the Board in writing of said revocation, no later than 5:00 P.M. of the last day of the revocation period. 10. Dr. Atiba-Weza specifically acknowledges that he understands that this Agreement is a legally binding document and that by signing this Agreement, he is prevented from filing, commencing or maintaining any action, complaint, charge, grievance, arbitration or other proceeding against Releasees, except as expressly permitted by the terms of this Agreement.

11. The District, for and in consideration made by Dr. Atiba-Weza, as set forth herein, and other good and valuable consideration, hereby releases and forever discharges, and by this instrument does release and forever discharge Dr. Atiba-Weza of and from all actions, causes of action, suits, charges, complaints, proceedings, grievances, obligations, costs, losses, damages, injuries, attorneys' fees, debts, dues, sums of money, accounts, covenants, contracts, controversies, agreements and promises of any form whatsoever (collectively referred to as "claims") including, but not limited to, any claims in law, equity, contract, tort or those claims which were or could have been alleged up until the date of execution of this Agreement, or any claims arising under any and all federal, state, county or local statutes, laws, rules and regulations pertaining to employment, as well as any and all claims under state or federal contract or tort law against Dr. Atiba-We'i:a, known or unknown claims, and excluding claims which arise from any criminal or illegal act, defalcation, false claim, receipt of monies, or any other act involving the illegal or unauthorized receipt of monies or things of value of the District by Dr. Atiba-Weza, by his own acts.

12. This Agreement shall not be effective or binding upon Dr. Atiba-Weza and/or Releasees
unless and until it is approved by the Board, by formal resolution. 13. Dr. Atiba-Weza represents and acknowledges that no representation, statement, promise, inducement, threat or suggestion has been made by Releasees and/or the attorneys tor Releasees, to influence him to sign this Agreement, except such statements as are expressly set forth herein.

14. Dr. Atiba-Weza acknowledges and agrees that he has been given a sufficient time period within which to consider this Agreement, that he has read this Agreement, that he has been given an opportunity to fully discuss the terms of this Agreement with legal counsel of his own choosing. Dr. Atiba- W eza further acknowledges and agrees that, in deciding to execute this Agreement, he has had the opportunity to ask any questions that he may have of anyone, including legal counsel and other personal advisors of his own choosing, that he has consulted with legal counsel of his own choosing, and that he has executed this Agreement freely, voluntarily, and of his own will, and with full and complete understanding of its terms and effects.
15. The parties acknowledge that this Agreement represents the full, final, and complete resolution of this matter; so that this Agreement supersedes all prior agreements, written or oral, if any, between the parties. This Agreement may not be changed except by an instrument in writing signed by the parties, 16. Dr. Atiba-Weza's letter of resignation, which letter shall not be subject to reconsideration or recall by Dr. Atiba- Weza, except as set forth in paragraph 8(t) of this Agreement, shall be held by the District in escrow, pending final approval by the Board of this proposed Agreement and, in the event that the Board declines to approve the same, Dr. Atiba-Weza's resignation and this Agreement shall be of no force and effect. t 7. Dr. Atiba-Weza designates the Director of Human Resources of the District to confirm to prospective employers for future employment opportunities Dr. Atibe-Weza's dates of hire, and position held. If any Board Member is contacted for information concerning his employment with the School District, such Board Member shall direct the inquirer to the Director of Human

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Resources who shall provide an agreed upon letter of reference, hereto as Exhibit "B", signed by the Director of Human Resources.

a copy of which is attached

18. Dr. Atiba- Weza agrees that, if asked about the School District and its governing body, he shall not make derogatory comments about individual school officials, the district, its employees, students and school related organizations. The members of the Board of Education, agrees that individually and collectively that they shall make no derogatory comments about the Superintendent with respect to his professional reputation, and/or his performance of duties as Superintendent of the District, and shall each, if asked for information about the Superintendent of Schools refer the requesting party to the Director of Human Resources identified by the Superintendent in paragraph "16" above.

19. This Agreement shall be governed by and construed the laws of the State of New York.

and interpreted in accordance with

20. The parties agree to cooperate fully and execute this Agreement and all supplementary documents and take any and all additional action which may be necessary or appropriate to give full force and effect to the basic terms and intent of this Agreement. 21. If any provision of this Agreement is determined to be contrary to law by a court of competent jurisdiction, ·it is understood and agreed that such provision shall be deemed deleted and the balance of this Agreement without such deleted provision, if otherwise lawful, shall remain in full force and effect. Dated: ~~

'5. 2. •

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By:

Dr. Fadhilika Atiba-Weza

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P:1ou._w~

BOARD OF EDUCATION ENLARGED CITY SCHOOL DISTRICT OF Dated:

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PRESIDENT

On the f4- day of May in the year 2011, before me, the undersigned, personally appeared Fadhilika Atiba-Weza, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed said instrument.

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NOtatYPliiC

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Notary Public, State ofNCM' York

MARY Eo BRUNO

Quallflcd ill Ren$Selaer

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County Jtq. No. OlBR6211225

Exp. Sept. 14,20,......... __

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On the day of May in the year 2011, before me, the undersigned, personalty appeared?[itYi\' r~n~sident of the Board of Education of the Troy City School District, personally known to 0 proved to me on the basis of satisfactory evidence to be the individual whose name is subscri to the within instrument and acknowledged to me that s/he executed the same in hislher capacities, and that by hislher signature On the instrument, the individual, or the pe ns upon behalf of which the individual acted, executed the instrument.

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Enlarged City Scbool District oiTro)" New York .2910 Fifth Avenue. (SIS) 328-5052 • Fu (518) 271·5219

Troy, NY 12180

Fudhilika Adba-Weza., Superintendent

May 18, 2011
Board of Education of the Troy City School District Dear Board Members: I herewith submit my resignation for purposes of retirement, from the position of Superlntendent of the Troy City School Disb"ict, effective June 30,2011.

Very truly yours,
~ Fadhilika Atiba-Weza

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Ene.

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ExhibitB Dr. Fadhilika Atiba-Weza was employed by the Troy City School District from July 1, 2008 to June 30, 2011 as Superintendent.

8020 ... 12047S-scparation

agreement

board authotiLy Ie superintendent

10/11 ... troy-156

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