Attachment A

EMPLOYMENT AGREEMENT SUPERINTENDENT OF SCHOOLS

This Employment Agreement Superintendent of Schools (Agreement) is entered into
pursuant to NRS 391.110 by and between the BOARD OF TRUSTEES OF THE WASHOE
COUNTY SCHOOL DISTRICT, a body corporate created by NRS 386.110 (hereafter
TRUSTEES or BOARD) on behalf of the WASHOE COUNTY SCHOOL DISTRICT, a political
subdivision of the State of Nevada created by NRS 386.010 (WCSD), and TRACI DAVIS, an
individual (DAVIS) (collectively, the Parties), to employ DAVIS in the position of Superintendent
of Schools. It is made with reference to the following facts:

RECITALS
A.

DAVIS is licensed as an administrator by the Nevada Department of Education and

is qualified to serve and to be employed as a Superintendent of Schools in Nevada.

B.

DAVIS was initially employed by the WCSD commencing in September of 2012 as

Deputy Superintendent, and served in that capacity until October of 2014, when she was
appointed by the TRUSTEES as Interim Superintendent, in which capacity her base salary
(including $3,000 per month increase since October 2014) was $183,704 on an annualized basis.

C.

When DAVIS was appointed as Interim Superintendent in October of 2014, no one

was appointed to fill the vacancy created thereby in her former position as Deputy Superintendent,
which vacancy was not filled until September 8, 2015. As Interim Superintendent, DAVIS was
responsible for, and has performed, all of the same duties for which she would have been
responsible had she been appointed in October 2014 as the contracted full-time Superintendent,
while at the same time she remained responsible for performance of the duties she had in the
vacant position as Deputy Superintendent until the vacancy was finally filled.

D.

On July 10, 2015, the TRUSTEES voted in an open public meeting to appoint DAVIS

as Superintendent, effective immediately, subject only to negotiation and approval by the

TRUSTEES of an appropriate written Employment Agreement, and she is currently employed and
serving in the capacity as Superintendent.

E.

Private counsel of DAVIS own independent selection on her behalf, and private

Board Counsel on behalf of the TRUSTEES, have negotiated at arms-length on behalf of the
Parties and have prepared this written Agreement memorializing the terms and conditions of the
employment of DAVIS by the TRUSTEES to serve as Superintendent, subject to consideration
and ultimate approval of this Agreement by the full BOARD in an open, public meeting.

F.

The Parties now wish to enter into this Agreement to describe and set forth the

terms and conditions of DAVIS employment as Superintendent of Schools for the WCSD.

G.

On November 24, 2015, during an open public meeting of the BOARD pursuant to

proper notice under NRS 241.020, the TRUSTEES took action and voted to approve this
Agreement with respect to the employment of DAVIS as Superintendent of Schools.

NOW, THEREFORE, in light of the foregoing facts and in consideration of the mutual
promises contained in this Agreement, the Parties hereby AGREE as follows:

TERMS AND CONDITIONS

1.

Recitals Incorporated. The Recitals set forth above are hereby incorporated and

made a part of this Agreement.

2.

Exclusive Employment. The TRUSTEES hereby employ DAVIS pursuant to NRS

391.110 to serve as Superintendent of Schools for the WCSD exclusively, and DAVIS hereby
accepts such exclusive employment by the TRUSTEES on the basis of the Terms and Conditions
contained in this Agreement. DAVIS agrees to well and faithfully devote all of her professional
time and attention to the sole and exclusive benefit of the WCSD, and to or for no other
employment, professional endeavors, or personal business for profit. Notwithstanding the

foregoing, DAVIS may, from time-to-time, accept speaking engagements, lecturing, writing, and
similar professional activities, and may occasionally accept an honorarium for such service.
However, in such cases where an honorarium may be paid, DAVIS shall provide the TRUSTEES
with advance notice in writing of her intent to accept any offered honorarium so that TRUSTEES
may have an opportunity to object to the engagement.

3.

Effective Date. The Effective Date of this Agreement and of DAVIS

employment as Superintendent shall be retroactive to the date as of which she was

appointed by the BOARD and assumed all of the duties of the position, i.e., July 10, 2015.

4.

Term of Agreement. The Term of this Agreement and of DAVIS employment

hereunder as Superintendent commenced on the Effective Date, and shall continue until it
expires on June 30, 2018 (the Term), or until such date as it may terminate prior to its
temporal expiration as provided below in this Agreement.

5.

Consideration. The consideration for this Agreement consists of: (a.) the

monetary compensation to be paid to DAVIS and the related fringe benefits described in
the following Section 6, the sufficiency of which is acknowledged by DAVIS; and (b.) the
mutual promises of the Parties, all as described in this Agreement.

6.

Compensation. In exchange for the full and faithful performance of all of her

duties and responsibilities as Superintendent of Schools as described below, DAVIS shall

be compensated by WCSD as follows:

(a)

Base Salary. WCSD shall pay DAVIS the gross annual Base Salary of

$238,000 incrementally as it is earned at WCSDs regular payroll intervals,

commencing retroactively beginning on the date she was appointed as Interim
Superintendent (October 28, 2014) and has been performing all of the duties of the
Superintendent.

(b)

Longevity Bonus.

If DAVIS remains employed by WCSD as

Superintendent through December 15, 2015, she shall receive a gross amount equal to
an increase of 5% of her annual Base Salary commencing on such date and annually
thereafter on December 15 of each year during the term of this Agreement as a
Longevity Bonus.

(c)

Performance Bonus.

The BOARD may, in its sole and unfettered

discretion, vote to give DAVIS an additional Performance Bonus for overall exemplary
performance of her duties and responsibilities as Superintendent, as evaluated by the
BOARD using the method for evaluation to be chosen by the BOARD pursuant to
Section 8 of this Agreement, of up to a maximum of 10% of her annual Base Salary in
effect at the conclusion of each WCSD fiscal year during the Term of this Agreement
beginning on June 30, 2016, and payable on September 1.

(d)

Regular Fringe Benefits. DAVIS shall be eligible to receive all normal

fringe benefits of employment as they may be adopted and in place from time-to-time
for all full-time 12-month Administrators of WCSD during the Term of this Agreement.
This includes, but is not necessarily limited to, full payment by WCSD of premiums for
group medical, dental, and vision insurance plans for DAVIS, her spouse (if any), and
her eligible enrolled dependent(s), and full payment of normal contributions for DAVIS
to the Nevada Public Employees Retirement System (PERS).

(e)

Tax-Sheltered Annuity. WCSD shall maintain a qualified tax-sheltered

annuity for and on behalf of DAVIS during the Term of this Agreement, to which WCSD
shall annually contribute the sum of $15,000 on her behalf, commencing on June 30,
2016.

(f)

Additional Retirement Contribution to PERS. Commencing on or about

July 31, 2016, and annually thereafter during the Term of this Agreement, WCSD shall

contribute on behalf of DAVIS to the Nevada Public Employees Retirement System

(PERS) an amount equal to 33.3% of the sum required to purchase one (1) year of
PERS benefits for DAVIS.

(g)

Group Term Life Insurance.

As an administrative employee of the

WCSD, DAVIS shall qualify to be a certificate holder of WCSDs policy of group term
life insurance with a death benefit of $250,000 and a similar accidental death and
dismemberment benefit.

(h)

Whole Life Insurance. DAVIS shall receive the sum of $1500 annually to

be applied toward the premium of a whole life insurance policy.

(i)

Vacation / Sick Leave. DAVIS shall accrue and be allowed to take 25

days of paid vacation annually commencing retroactively as of July 16, 2015. She may
accrue a maximum total of 100 days of paid vacation, including any such vacation she
may have already accrued but has not used since beginning her employment with
WCSD in September of 2012. Any accrued but unused vacation that may remain
available for DAVIS upon the termination of her employment by WCSD for any reason
shall be compensable and paid to her within 15 days after the effective date of such
termination. DAVIS shall also be eligible to accrue up to 15 days of paid sick leave per
year commencing retroactively as of July 16, 2015, up to a maximum of 250 days, also
including any already-accrued but unused sick leave days since she began her
employment with WCSD in September of 2012; however, upon termination of her
employment for any reason, only 50% of such accrued but unused sick leave days shall
be compensable to her. Within 15 days after July 1, 2016 and annually thereafter
during the Term of this Agreement, DAVIS shall be paid in cash for up to a maximum of
15 days of accrued but unused vacation; however, she shall not be similarly paid in
cash for any accrued sick leave.

(j)

Annual Medical Examination. WCSD shall pay the reasonable and

customary fees for an annual comprehensive medical examination of DAVIS

commencing in 2016 during the Term of this Agreement, to be performed by a qualified
physician of her choice licensed to practice medicine in Nevada, including payment for
all related and medically necessary laboratory fees for use by the physician in
connection with the annual medical examination. DAVIS shall request the physician to
write a comprehensive statement upon completion of the annual physical examination
describing any significant health issues DAVIS may have which may affect her ability to
perform all of the essential duties and functions of her job as Superintendent. This
written statement should be addressed to the President of the BOARD and marked as
Confidential, on the statement itself and on the outside of the envelope used to
transmit it to the BOARD President.

(k)

Dues and Membership Fees for Professional and Civic Organizations.

WCSD shall pay directly, or shall reimburse DAVIS, for her dues or membership fees
for appropriate professional associations and organizations, and for civic or service
organizations of which she may be a member while she is employed as
Superintendent.

(l)

Reimbursement of Approved Expenses. WCSD shall reimburse DAVIS

for any reasonable and appropriate out-of-pocket expenses she may incur and/or pay
for travel, lodging, meals, and the like in connection with the performance of her duties
as Superintendent. DAVIS shall keep receipts for any such reimbursable expenses to
be reviewed and approved (or denied) by the BOARD as may be reasonable.

(m)

Vehicle Expense Allowance.

WCSD shall pay DAVIS as a vehicle

expense allowance, the sum of $800 per month commencing on December 1, 2015
during the Term of this Agreement as reimbursement for the expenses she incurs for
the use of her personal motor vehicle in connection with the performance of her duties

as Superintendent. In addition, DAVIS shall be reimbursed for mileage at the then

applicable rate under the Internal Revenue Code for miles driven in connection with the
performance of her duties provided she turns in such requests for reimbursement no
later than ten (10) days after the end of each month.

7.

Duties and Responsibilities. In exchange for and in consideration of the

monetary compensation and benefits described above and the other mutual promises of
the Parties, DAVIS shall well and faithfully perform all of the normal duties and
responsibilities of a Superintendent of Schools under Nevada law as the chief executive
officer of the WCSD, the specifically described duties set forth below, as well as any
additional and reasonable duties as may be assigned to her from time-to-time by the
BOARD during the Term of this Agreement. Her specific duties include, but are not
necessarily limited to:

(a)

Organizing and Supervision of WCSD Staff. DAVIS shall be responsible

for the overall leadership of the WCSD, including organizing, reorganizing, and
assigning the job duties of her subordinate supervisory staff in her best professional
administrative judgment in the interests of the WCSD, including without limitation, the
selection, assignment, evaluation, transfer, and compensation of administrative and
other professional employees of the WCSD. While formal approval by the BOARD is
not required in connection with her performance of the foregoing duties, DAVIS shall
advise and inform the all of the TRUSTEES of all more significant and important such
decisions she may contemplate regarding reorganization or compensation of the
administrative and supervisory staff, and she shall take the views of TRUSTEES into
serious account and consideration.

(b)

Meeting Performance Goals. DAVIS shall at all times be required and

expected to perform her duties and responsibilities as Superintendent at a high

professional level that is directed toward and is likely to meet the various goals,

objectives, priorities, and targets established by the BOARD in the WCSD Strategic
Plan, Envision WCSD 2020, and any revisions of the Strategic Plan that may be
adopted by the BOARD during the Term of this Agreement, as well as any related or
associated strategic initiatives that may be undertaken by the BOARD. DAVIS shall be
expected to meet and attain all such goals and objectives, as well as any other goals
and objectives as the BOARD may otherwise set for her through mutual consultation
with her.

(c)

Compliance with BOARD Policies. DAVIS shall at all times be mindful of

and endeavor to fully comply with all BOARD Policies regarding governance as may be
adopted and in place during the Term of this Agreement, and she shall require her
subordinate staff to do likewise.

(d)

Recommending Adoption or Institution of Changes or Adjustments to

Curriculum, Programs, Policies, and other Matters. In performing her leadership role,
DAVIS shall be expected to recommend the adoption or institution by the BOARD or
WCSD staff of appropriate changes, adjustments, or reforms of existing or new
approaches or methods in matters pertaining to curriculum, programs, policies, and
other educational and operational matters.

(e)

Collaborative / Cooperative Relationship with the BOARD; Liaison with the

Community. While DAVIS, as Superintendent, reports ultimately to the BOARD, her

duties include building and maintaining a collaborative and cooperative working
relationship with the BOARD in the best interests of the WCSD as a whole, particularly
its students, families, and staff. As Superintendent, DAVIS shall also serve as the
liaison between the WCSD and the community it serves, including but not limited to
responsibility for implementation of the WCSD Strategic Communications Plan.

(f)

Attendance at all BOARD and significant committee meetings. DAVIS

shall attend all regular, special, and closed meetings of the BOARD. She shall also
attend all committee and subcommittee meetings of the BOARD as may be appropriate
or necessary in her judgment or as directed to by the officers of the BOARD, and may
submit any recommendations on any business or issues being considered by the
BOARD or any committee or subcommittee of the BOARD.

(g)

Fostering and Managing Collaborative and Cooperative Relationships

between the WCSD and the BOARD. As Superintendent, DAVIS shall be responsible
for fostering and managing a genuine spirit of cooperation and collaboration between
WCSD staff and the BOARD, and for keeping the BOARD fully informed and abreast at
all times of significant developments, initiatives, and issues facing the WCSD and its
staff.

8.

Evaluation of Performance. The Parties agree that they shall endeavor to

meet and confer no less often than semi-annually in approximately April and October of
2016 and each year during the Term of this Agreement to discuss the performance of the
Superintendent regarding her various duties and responsibilities and the general working
relationship between her and the BOARD. Beginning in or about the end of March, 2016,
the Parties shall discuss and agree upon any additional or modified goals and objectives
for which DAVIS shall be responsible pursuant to Section 7(b), above. By September 30,
2016, and annually thereafter during the Term of this Agreement, the BOARD shall
evaluate the performance of DAVIS as Superintendent using an evaluation form and
process for evaluation as determined solely by the BOARD after consultation with and
input from DAVIS. The BOARD shall provide DAVIS with a copy of the completed
evaluation form regarding her performance as Superintendent. Within 30 days thereafter,
DAVIS shall have the right to respond to the BOARDs written evaluation, either orally or in
writing, or both.

9.

Negotiation of a new Agreement. This Agreement shall not automatically

renew upon its expiration. Rather, a new Employment Agreement may be negotiated by
the Parties at any time in the BOARDs sole and unfettered discretion by giving DAVIS a
minimum of 90 days written notice of intent to negotiate such a new Employment
Agreement, and in no event later than 90 days prior to the expiration of the Term of this
Agreement. Similarly, if the BOARD determines not to negotiate a new such Employment
Agreement with DAVIS, it must provide DAVIS with written notice of such intention not to
negotiate any Agreement no later than 90 days prior to expiration of the Term of this
Agreement.

10.

Termination. This Agreement, and DAVIS employment as Superintendent of

Schools hereunder, shall be terminated upon expiration of its temporal Term as described
herein, or by DAVIS death. It may also be voluntarily terminated by DAVIS upon a
minimum of 90 days advance written notice delivered to the President of the BOARD by
her retirement or her voluntary resignation at any time. Finally, it may also be terminated
involuntarily prior to expiration of the Term by the BOARD at any time, for any lawful
reason or no reason, with or without Cause (as defined below), or for disability as follows:

(a) Termination for Cause. DAVIS employment as Superintendent, and this

Agreement, may be terminated at any time for Cause upon a majority vote of the
Board. The term Cause shall be defined as: (1) conviction in any court of lawful
jurisdiction of any felony or gross misdemeanor or of driving a motor vehicle while
impaired by or under the influence of alcohol or drugs; (2) any act of dishonesty or
fraud, or for gross negligence in the performance of her duties and responsibilities
under this Agreement, or the commission of any unethical conduct; or (3) for any
reason constituting Cause as that term may otherwise be defined under Nevada law;
provided, however, that unlike other WCSD employees, as Superintendent of Schools,
DAVIS shall not at any time have any right to a due process hearing before the BOARD
or any third person(s) prior to such involuntary termination for Cause or without Cause

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(subsection (b) below), or any of the other procedural due process rights contained in
NRS Chapter 391 that may be applicable to other employees. DAVIS sole and
exclusive remedy to challenge her termination for Cause shall be through a private
action timely commenced by her in the Second Judicial District Court of the State of
Nevada in Washoe County, to be heard and determined by the Court without a jury. If
she prevails in such action on the factual issue of whether there was Cause for her
termination, she shall then be entitled to receive only those contractual payments to
which she would have been entitled as provided in the following subsection (b) as if she
had been terminated without Cause. In no event, however, may the Court in any such
action award any tort or punitive damages to DAVIS.

(b) Termination without Cause. The BOARD may terminate DAVIS employment
at-will, at any time, for any lawful reason or no stated reason, without Cause as defined
above, upon providing DAVIS with a minimum of ninety (90) days written notice of such
termination, personally delivered to her or sent to her by certified U.S. Mail, return
receipt requested, at her last known residence address on file with WCSD.

(c)

Termination for Disability. In the event DAVIS is unable to perform any of

the essential functions of her job or her duties as Superintendent of Schools as

described in this Agreement with or without a reasonable accommodation because of
her own physical or mental illness, condition or injury, and such disability lasts or exists
for period of more than ninety (90) consecutive days within any consecutive 12-month
period of time, the BOARD may determine to place DAVIS on a disability leave of
absence without pay, during which time she will nonetheless be paid for any accrued
and available remaining and already approved vacation and sick leave. During such
disability leave of absence, DAVIS shall not accrue any additional paid time off, and the
BOARD may appoint another qualified administrator as Acting Superintendent. Before
being eligible to return to duty as Superintendent, DAVIS shall provide a confidential
and comprehensive written summary of her physical and/or mental illness and

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condition, and an unequivocal statement in writing from a medical doctor licensed by

the Nevada State Board of Medical Examiners to practice medicine in Nevada,
certifying that she is able to return to duty and can perform all of the duties and
essential functions of her position as Superintendent with or without a reasonable
accommodation. DAVIS may also be required to submit to examination by another
similarly qualified medical doctor chosen by the BOARD to provide a separate medical
opinion to the BOARD regarding whether she is able to return to duty and can perform
all of the duties and essential functions of her position. Upon expiration of the disability
leave, if DAVIS has not or cannot return to duty as Superintendent, the BOARD may, in
its discretion, continue the period of leave for any appropriate additional period of time,
or the BOARD may terminate DAVIS employment and place her on disability
retirement status. In such case, DAVIS shall be eligible to receive any disability
insurance and Nevada PERS benefits to which she may be entitled under any
applicable WCSD insurance plans and policies in place and applicable law.

11.

Payments in Event of Termination. In the event this Agreement and DAVIS

employment is terminated as the result of her death, voluntarily by her resignation or

retirement, or involuntarily by the BOARD for Cause as defined herein at Sec. 10(a.),
WCSD shall pay DAVIS (or her estate in the event of her death) only for her earned salary
through the last day of her employment, for any accrued but unused paid time off, and for
any as-of-then unreimbursed appropriate expenses; and WCSD shall not be required to
pay DAVIS any other or additional sum.

In the event this Agreement and DAVIS

employment is involuntarily terminated without Cause (Sec. 10(b)), WCSD shall pay her
earned salary through the last day of her employment, for any accrued but unused paid
time off, for her appropriate and as-of-then unreimbursed expenses, and WCSD shall also
pay her incrementally at its regular payroll intervals, an additional gross amount equal to
one year of her Base Salary in effect as of such date. Finally in the event of DAVIS
involuntary termination by the BOARD without Cause, WCSD shall also, immediately prior
to the actual effectiveness of her termination, make a lump-sum cash contribution to PERS

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on her behalf of an amount that would normally be paid to PERS as if she had continued to
be employed as Superintendent for one more year, computed by using her Base Salary in
effect at the time of termination. No additional or other payments shall be due or paid to
her by WCSD in the event of her termination without Cause. If DAVIS employment is
terminated as a result of her disability under the foregoing subsection (c.) regarding
disability, she shall receive only those payments and benefits as described therein.

12.

Indemnification. WCSD shall defend and hold DAVIS harmless from any

demands, claims, suits, actions, and legal proceedings (including the cost of defending
against such matters) brought against her, whether in her individual or in her official
capacity as Superintendent of the WCSD, if she was acting within the course and scope of
her employment as Superintendent at the time of the alleged acts or omissions.

13.

Miscellaneous. At no time during the Term of this Agreement may DAVIS

herself execute or direct any WCSD administrator or employee to execute any contract,
cooperative agreement, interlocal agreement, memorandum of understanding or
agreement, letter of intent or the like, with or for the benefit of any municipality as defined
in NRS 271.145 or NRS 350.538, any public agency as defined in NRS 277.100, the
Nevada System of Higher Education as defined in NRS 396.020, or any nonprofit
association, without the explicit prior approval of the BOARD.

14.

Attorneys Fees and Costs. If either Party to this Agreement brings an action

or other proceeding to enforce or interpret any provision of this Agreement or to resolve

any dispute arising under this Agreement or the employment relationship, the prevailing
Party in such action shall be entitled to an award of her/its reasonable attorneys fees and
costs incurred in connection with prosecuting or defending such action or proceeding.

15.

Reimbursement of DAVIS Attorneys Fees incurred in Connection with

Negotiating this Agreement.

WCSD shall pay directly or reimburse DAVIS for her

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attorneys fees incurred in connection with the preparation and negotiation of this
Employment Agreement, up to a maximum amount of $5,000.

16.

Binding Effect. This Agreement shall be binding upon and inure to the benefit

and detriment of the Parties, as well as to their respective successors, heirs, executors,
and administrators, as the case may be.

17.

Severability. The unenforceability, invalidity, or illegality of any provision of

this Agreement shall not render it or any of its other provisions as unenforceable, invalid, or
illegal. Instead, such remaining provisions of this Agreement shall be construed in all
respects as if the unenforceable, invalid, or illegal provision(s) were omitted.

18.

Choice of Law; Jurisdiction and Venue. This Agreement and all of its terms

shall be construed, interpreted, and enforced exclusively pursuant to the laws of the State
of Nevada regardless of choice of law principles; further, only the courts of the State of
Nevada shall have jurisdiction of any action regarding this Agreement brought by either
Party, with exclusive venue in the Second Judicial District Court in Washoe County.

19.

Entire Agreement. This Agreement contains the entire agreement between

the Parties regarding DAVIS employment as Superintendent of Schools and the subject
matter hereof. This Agreement may not be modified, changed, altered, or amended in any
way except by a subsequent written instrument referring specifically to this Agreement by
its title and date, and signed by both Parties to this Agreement.
Dated: November 24, 2015

BOARD OF TRUSTEES OF THE

WASHOE COUNTY SCHOOL DISTRICT
By_____________________________
John Mayer, President
By______________________________
Angela Taylor, Vice-President
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By______________________________
Barbara McLaury, Clerk
Dated: November 24, 2015

________________________________
TRACI DAVIS

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