EMPLOYMENT AGREEMENT This is an Employment Agreement (the "Agreement") entered into between Dr. Lisa Herring (hereinafter the "Superintendent" and the City of Birmingham Board of Education (hereinafter the "Board") effective on the date indicated and expiring pursuant to the terms contained herein, The parties to the Agreement, for good and valuable consideration, and based on the mutual covenants set out herein, the receipt and sufficiency of which are hereby acknowledged, understand and agree to the following terms: 1. DUTIES The parties agree that the Superintendent shall perform the duties of Superintendent in and for the public schools of the City of Birmingham school system in accordance with the laws of the State of Alabama and by the rules and regulations made thereunder by the Board, to the extent such rules and regulations do not restrict the authority of the Superintendent as provided by law. The Superintendent shall fulfill all aspects of this Agreement, any exception thereto being by mutual written consent of the Board and Superintendent. 2. CERTIFICATION AND QUALIFICATIONS The Superintendent shall promptly furnish and thereafter maintain whatever proof is requested by the Board that she meets the qualifications defined in Ala. Code. § 16-22-2 (1975) ‘The Superintendent, who is relocating from another state, s| be afforded a reasonable amount of time upon her relocation to Birmingham, Alabama to secure proper certification in the state, The Superintendent hereby agrees to give her time, skill, labor, and attention to said employment during the term of this Agreement, provided, however, that the Superintendent may undertake other duties and obligations upon the approval of the Board President and,which shall not be unreasonably withheld, so long as such activities do not interfere with the performance of her duties as Superintendent. 3. AUTHORITY OF THE SUPERINTENDENT The Superintendent has the responsibility and authority to organize, reorganize and arrange the administrative and supervisory staff, including instruction and business affairs, which in her judgment best serves the Birmingham public schools. The responsibility for selection, placement, and transfer of personnel shall be vested in the Superintendent subject to approval by the Board; and the Board individually and collectively will refer promptly all criticisms, complaints, and suggestions called to its attention to the Superintendent for study and recommendation. The Superintendent shall record the matters brought to her attention by members of the Board and shall periodically provide status reports to the Board on the progress of her studies and the date by which a recommendation shall be forthcoming, 4, COMPENSATION In consideration of the annual salary provided below, the Superintendent agrees to perform faithfully the duties of Superintendent and to serve as Executive Officer and Secretary of the Board for the term of this Agreement. The Superintendent's annual base salary shall be Two Hundred Two Thousand Dollars and Zero Cents ($202,000.00) and shall be paid in monthly installments, unless legally required the holdings in accordance with the rules of the Board governing payment of ather professional staff members in its school system, Beginning with the 2019 schaol year, the Superintendent will receive any and all loc: and state mandated pay increases applicable to other certified employees in the school system, but in any event theSuperintendent will receive no 0 percent (2%) annual incr The Board and the Superintendent may mutually agree to adjust the salary of the Superintendent during the term of her contract. Any adjustment in salary made during the life of the Agreement shall be in the form of an amendment and shall become a part of this contract, but it shall not be considered that the Board has entered into a new contract with the Superintendent or that the expiration date of the existing Agreement has been extended. 5S. CONTRIBUTION TO RETIREMENT The Board agrees to pay the Superintendent's full member contribution for her participation in the Alabama Teacher's Retirement System. EXPENSES AND TRAVEL In addition to the base salary as set out herein, the Board shall pay to the Superintendent her expanses for job-related travel based on expense reports and receipts properly filed on a trip-by- trip basis with the Chief School Financial Officer. The Board shall also pay all in town expenses incurred by the Superintendent upon proper submission with supporting documentation for job related meals, entertainment and other justified expense expenditures to the Chief School Financial Officer. The Board shall also furnish to the Superintendent a cellular telephone, a laptop computer, and a Personal Digital Assistant ("PDA") and shall pay the costs and expenses associated with said technology, so lang as said costs and expense are related to the business of the school istrict. Additionally, the Board shall provide technology such as a desktop computer, printer, and fax machine for the Superintendent's home use for school district related work. The Superintendent shall beallowed to use such cellular telephone, laptop computer, and PDA for both school district and personal business. VEHICLE ALLOWANCE ‘The Superintendent will provide her own vehicle for business use, including traveling to and from work and the Board shall maintain an automobile liability policy on the Superintendent's automobile with the Superintendent as a named insured. Such policy shall cover the Superintendent and her vehicle regardless of whether the vehicle was being utilized for District business at the time of accident or damage. The Board, in lieu of supplying the vehicle, will pay the Superintendent a car allowance of $500.00 per month, which will be paid at the same time as the Superintendent is paid her base salary. The Superintendent shall be provided a credit card for the payment of maintenance/repairs and fuel for any district related travel. The Board acknowledges that the Superintendent may use her vehicle for both personal and district-related business, and the Superintendent is nat required to apportion her expenses or otherwise keep track of her mileage. In the event that the Superintendent uses her vehicle for personal travel outside of Jefferson County, the Superintendent shall re-fuel her vehicle at her own expense while outside of the County. COMMUNITY AFFAIRS The Board expects and anticipates that the Superintendent shall actively participate in community and civic affairs, clubs and/or organiz ions. The Board will pay all fees associated with memberships to approved organizations.9. CONSULTING AFFAIRS ‘The Superintendent may serve as a consultant to other school districts or educational agencies, lecture, engage in writing or speaking engagements and engage in other activities of a short term duration, consistent with state and federal law, and receive a reimbursement of expenses, and/or a honorarium. All such outside activities shall be presented to the President of the Board by the Superintendent and expressly approved by the President of the Board. 10. VACATION AND SICK PAY ‘The Superintendent shall be entitled to the same number of holidays as are provided by Board policy for twelve-month administrative employees. She will also be entitled to twelve (12) sick days and fifteen (IS) vacation days per year. Ten (10) of the Superintendent's annual vacation days shall be advanced upon the execution of this Agreement. All other vacation days shall accrue in the same manner as accrued by other twelve month administrative employees during the remainder of this Agreement. Unused vacation days may be carried over into the next year. Upon separation from the District, the Superintendent shall be paid at her then current daily rate of pay for all remaining unused vacation days accumulated, with the calculation of such daily rate equal to her base salary at the time of termination divided by 240 days on an annual basis.11. PROFESSIONAL EDUCATION AND DEVELOPMENT ‘The Superintendent shall attend appropriate professional meetings at the local, state, and national level, the expenses of said attendance to be Incurred by the school system, provided such expenses are within the budget set annually by the Board, The Board expects the Superintendent to continue her professional development and expects her to participate in relevant learning experiences. The Superintendent shall file itemized expense statements for attendance of such meetings with the Chief School Financial Officer. 12, LIFE AND HEALTH INSURANCE The Superintendent shall receive term life insurance coverage in the amount of $100,000 and other benefits afforded to other professional employees of the Board. The Board shall pay the entire cost of the premiums related to medical, vision, and dental insurance for the Superintendent and her immediate family. Any improvements in fringe benefits as may be provided to teachers will automatically apply to the Superintendent. 13. ANNUAL PHYSICAL The Superintendent does hereby agree to have a comprehensive medical examination once each year and that a statement certifying to the physical competency of the Superintendent shall be filed with the President of the Board. The Board agrees that such statement shall be treated as confidential information by the Board and that the Board will bear the cost of said medical examination.14, ABSENCE DUE TO DISABILITY Should the Superintendent be unable to perform her essential functions with or without reasonable accommodation by reason of disability beyond her control and said disability exists for a period of more than three (3) months during any calendar year, the Board may, in its discretion after the first three months of the disability, reduce the Superintendent's salary to reflect the extent to which she is performing her duties. if such disability is permanent, irreparable, or of such nature as in the discretion of the Board which will substantially impede the performance of the essential functions of her position with or without reasonable accommodation, the Board may, at its option, terminate the Agreement, whereupon the respective duties, rights and obligations hereof shall terminate. 15. ‘TERMINATION WITH OR WITHOUT CAUSE This Employment Agreement may be terminated by: {a} Mutual agreement of the parties; {b} Retirement of the Superintendent (provided she gives the Soard sixty (60) days notice); (c)__ The disability (as described in Paragraph 13 above) or death of the Superintendent; In any of the above instances neither party shall be entitled to any further benefits (with the exception of payment of unused vacation days) nor required to perform any further obligations under this Agreement.8, This Employment Agreement may also be terminated by either party: (a) The Board may, in its discretion, terminate this Agreement without cause by a majority vote of the Board, and the Superintendent shall be paid as full and complete severance pay the remaining compensation (Le. base salary and insurance benefits only) due under the Agreement, as long as the remaining term under the Agreement does not exceed one and a half years. In the event that more than one and a half years remain under this Agreement at the time of termination, the Board shall pay the Superintendent one and a half years of her base salary as full and complete severance. In either case, such salary payments shall be issued in the same manner as normal payroll distributions. Notwithstanding the foregoing severance provision, should the Superintendent obtain other employment that is commensurate with her training and experience, the Board's obligation to make monthly payments under the severance provision of this Contract shall be reduced by the amount of the Superintendent's new monthly direct base compensation for the remaining months of the Board's obligations under the severance provision (b) The Superintendent may, in her discretion, terminate this Agreement upon sixty (60} days notice to the Board and shall not be paid any severance pay.In the event of a termination pursuant to paragraph 15 (8) (a) or (b], the Superintendent understands that she is waiving her rights to notice, hearing and other procedural and substantive rights and any and all other rights she may otherwise have by law. C. The Board may terminate this Agreement at any time for good and just cause, including but not limited to, failure to perform duties of her position in a satisfactory manner, neglect of duty, incompetency, insubordination, violation of state/ federal laws and/or Board policies and procedures, and immorality. In such a case, the Superintendent will be entitled to a hearing before the Board, 16. PERIODIC PERFORMANCE REVIEW ‘The Superintendent or Board shall request and the Board shall then provide periodic ‘opportunities to discuss Superintendent-Board relationships including, but not limited to, any inadequacies or other indicia of poor performance as perceived by the Board. The Board shall at least annually evaluate the Superintendent's performance. 17. INDEMNIFICATION The Board shall indemnify and hold harmless the Superintendent from any and all claims, suits, actions, judgments, expenses and attorneys fees (so long as the Superintendent retains an attorney approved by the Board) incurred in any legal proceeding brought against the Superintendent in her official or individual capacity providing the incident(s} which are the basis of the claim or suit arose while the Superintendent was acting in the line and scope of her employment hereunder. In exchange for said indemnification, the Superintendent further agrees to fully cooperate with the Board and its attorneys in the defense of any case/litigationthat arose during her tenure as Superintendent. This Section 16 shall survive the termination of this Agreement. 18. TERM OF AGREEMENT The term of this Agreement shall be for a period of three years and shall run consecutively from May 3, 2017 until May 2, 2020. For services beyond the term set out herein, the Board in its discretion may offer an extension of this Agreement to the Superintendent, 18. SEVERABILITY The provisions of the Agreement are severable, and if any part of itis found to be unenforceable, the other paragraphs shall remain fully valid and enforceable, The Agreement is entered pursuant to and shall be governed by Alabama law. 20. RESIDENT REQUIREMENT The Superintendent agrees that she will reside within the corporate city limits of Birmingham, Alabama, at all times employed as Superintendent with the Board, 21. ENTIRE AGREEMENT ‘The Superintendent represents and acknowledges that in executing the Agreement she does not rely and has not relied upon any representation or statement not set forth herein made by the Board or any of the Board's agents, representatives or attorneys with regard to the subject matter, basis, or effect of the Agreement. The Agreement sets forth the entire agreement between the parties hereto, 10Done this OVP aay of 2017. . ListHenting Wid. Go dhyana) Wardine Alexander, President Birmingham Board of Education STATE OF ALABAMA) JEFFERSON COUNTY |, the undersigned authority, a Notary Public in and for said country and state, hereby certify that Dr. Lisa Herring, whose name is signed to the foregoing Employment Agreement, and who is known to me, acknowledged before me on this _[D** day of -___ 2017 that, being informed of the contents of the foregoing, she executed the same voluntarily on this date. Given under my hand and seal this_D¥® day of (SEAL) Notary Public My Commission Expires: 2/4) /20/@°STATE OF ALABAMA) JEFFERSON COUNTY) 1, the undersigned authority, a Notary Public in and for said country end state, hereby certify that Ms. Wardine Alexander, whose name is signed to the forgoing Employment Agswement, and who is known to me, acknowledged before mean this _/DYA_ day of 2017 that being Informed of the contents of the foregoing did executed the same voluntarily on this date Given under my hand and seal this joe day of S 2017 (SEAL) Navar¥ Public My Commission Expires: 2/¢/g6/3