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HomeMy WebLinkAbout09.a. Appoint Ann E. Farrell to position of General ManagerCentral Contra Costa Sanitary District ' BOARD OF DIRECTORS q.a POSITION PAPER Board Meeting Date: March 1, 2012 subject: ADOPT RESOLUTION APPOINTING ANN E. FARRELL TO THE POSITION OF GENERAL MANAGER (M-05,$17,712 - $21,530) AND RESCINDING RESOLUTION 2006 -071, AND APPROVE EMPLOYMENT AGREEMENT Submitted By: Initiating Dept✓Div,: Christopher Ko, Human Resources Administration / Human Resources Manager REVIEWED AND RECOMMENDED FOR BOARD ACTION: a16�� C. Ko E. Boehme K. Alm, Esq. James M. K y, General M ager ISSUE: Board approval is required to adopt a resolution and approve the employment agreement with Ann E. Farrell for the position of General Manager. RECOMMENDATION: Appoint Ann E. Farrell as General Manager, M -05 ($17,712 - $21,530), effective March 31, 2012, and adopt the attached resolution. FINANCIAL IMPACTS: Filling vacant position. All salary and benefit costs are budgeted. The salary range is $17,712.88 ($30,643.28 with benefits and retirement) to $21,530.15 per month ($37,247.16 with benefits and retirement), or $212,554.56 ($367,719.39 with benefits and retirement) to $258,361.80 ($446,965.91 with benefits and retirement) per year. Ms. Farrell's appointment will be at Step A equal to $18,155.70 per month ($31,409.36 with benefits and retirement), or $217,868.40 ($376,912.33 with benefits and retirement) per year, which includes a 2.5% enhancement for longevity. ALTERNATIVES /CONSIDERATIONS: None. BACKGROUND: At the Special Board meeting of February 11, 2012, the Board voted to offer Ms. Farrell the position of General Manager effective March 31, 2012 and directed staff to return to the Board with a proposed employment agreement at its March 1, 2012 Board meeting. Staff engaged the services of District counsel to draft an employment agreement for Board consideration, a copy of which is attached. The initial term of the agreement is 18 months and will automatically renew for additional yearly terms, with the option that either party may terminate the contract with or without cause upon 90 days' written notice. Ms. Farrell has over 34 years of experience managing multidisciplinary teams in the areas of wastewater and water planning, design, and construction. She first joined the C:\ Users \danderson \Desktop \Position Paper - General Manager 03- 01- 11.doc POSITION PAPER Board Meeting Date: March 1, 2012 subject. ADOPT RESOLUTION APPOINTING ANN E. FARRELL TO THE POSITION OF GENERAL MANAGER (M -05, $17,712 - $21,530) AND RESCINDING RESOLUTION 2006 -071, AND APPROVE EMPLOYMENT AGREEMENT District on August 23, 1999 as Director of Engineering. She was appointed as the Deputy General Manager August 4, 2011. Preceding her District employment, Ms. Farrell worked in various capacities at Montgomery Watson, most notably as Vice President and Principal Engineer. Ms. Farrell has a M.S. in Civil Engineering, a B.S. in Environmental Engineering, and a B.S. in Natural Resources from the University of Michigan. She is a Registered Engineer in the State of California. RECOMMENDED BOARD ACTION: Adopt Resolution 2012 -019 appointing Deputy General Manager /Director of Engineering Ann E. Farrell as General Manager (Range M -05; $17,712.88 - $21,530.15) at a starting salary of $18,155.70 and rescinding Resolution 2006 -071, effective March 31, 2012, and approve Employment Agreement. C:\ Users \danderson \Desktop \Position Paper - General Manager 03- 01- 11.doc EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement ") is entered into effective March 31, 2012 ( "Effective Date ") by and between the Central Contra Costa Sanitary District, a special district organized pursuant to the California Sanitary District Act of 1923 ( "District ") and Ann E. Farrell ( "General Manager "). District and General Manager are hereinafter collectively referred to as the "Parties." NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. General. The District hereby engages and employs Ann E. Farrell, "General Manager ", to perform the functions and duties of General Manager subject to the terms, conditions and provisions of this Agreement. General Manager hereby accepts such employment and agrees to render services as provided herein, all of which services shall be performed conscientiously and to the full extent of General Manager's ability. The Parties acknowledge and agree that General Manager is an "at will" employee serving at the pleasure of the District's Board of Directors (the "Board "). 2. Term. The term of this Agreement shall be 18 months beginning on March 31, 2012, and ending on September 30, 2013, provided however, on September 30, 2013 and each September 30 thereafter, the term of this Agreement shall be automatically extended for an additional year unless either party provides at least ninety (90) days' written notice to the other party of its intention not to extend this Agreement. In the event of such notification, this Agreement shall terminate on the following September 30 unless thereafter this Agreement is continued by mutual, written consent of the Parties. 3. Position and Duties; Authority. General Manager shall serve in the position referred to above with authority to act on such matters as may from time to time be directed by the Board, or as may be appropriate. General Manager shall have the authority to hire, fire, and determine the compensation of District employees subject to all applicable laws and regulations, the Memoranda of Understanding with the bargaining groups, and with the policies adopted from time to time by the Board regarding the District's workforce. 4. Exclusivity. General Manager's services shall be exclusive to the District during the term of this Agreement. General Manager warrants that there are no agreements or arrangements, whether written or oral, in effect, which would prevent General Manager from rendering exclusive services to the District during the term hereof and that General Manager has not made and will not make any commitment or do any act in conflict with this Agreement. 5. Residence Within District. General Manager agrees to maintain a residence within the District. 6. Salary and Benefits. (a) Sa ar . Effective March 31, 2012, District shall pay the General Manager a Grade M05 A -step salary equal to a total of $18,155.70 per month, which includes a 2.5% enhancement 1796074.2 for longevity. Upon satisfactory completion of a six (6) month probationary period, the Board shall annually consider adjustment of General Manager's annual salary in such amounts and to such extent as the Board may determine is desirable on the basis of its annual review and evaluation of General Manager. (b) Benefits. Except as otherwise explicitly set forth in this Agreement, District shall provide General Manager those benefits and cost -of- living adjustments that apply to the District's Management Group bargaining unit effective March 31, 2012, or as may be negotiated thereafter. Notwithstanding the foregoing, in accordance with Government Code section 3511.2, in no event shall General Manager receive a cost -of- living adjustment or other salary adjustment in any given year in an amount that exceeds the California Consumer Price Index for Urban Wage Earners and Clerical Workers as calculated by the Department of Industrial Relations, unless the matter is brought before the Board for approval at a Regular Board meeting. 7. Business and Travel Expenses. District shall pay General Manager's reasonable and necessary expenses for travel on District business, in accordance with District policy, for professional memberships, and for conferences and seminars related to District business or professional training and development. All expenses shall be documented by General Manager on District expense reimbursement forms. 8. Review and Evaluation. The Board will provide a performance review or evaluation of General Manager's performance to General Manager at least once annually. The Board may undertake performance review or evaluation of General Manager at any time in its sole discretion. 9. Return of Property. Upon termination of this Agreement, regardless of how termination may be effected, or whenever requested by District, General Manager shall immediately turn over to District all District's property, including all items used by General Manager in rendering services hereunder or otherwise, that may be in General Manager's possession or under her control. 10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. 11. Termination. Either District or General Manager may terminate this Agreement, with or without cause, at any time upon ninety (90) days' written notice to the other party. In the event of termination of General Manager by District without cause, General Manager shall be paid severance compensation in an amount equal to six (6) months of severance pay; provided however, if the number of months remaining on the unexpired term of this Agreement is less than six (6) months, General Manager shall be paid severance compensation in an amount equal to General Manager's monthly salary multiplied by the number of months remaining on the unexpired term of this Agreement. Notwithstanding the foregoing, in the event General Manager is convicted of a crime involving an abuse of her office or position, General Manger shall fully reimburse the District for any severance compensation she received from District pursuant to this Agreement. For purposes of 1796074.2 2 this paragraph, "abuse of her office or position" means either: (a) an abuse of public authority, including, but not limited to, waste, fraud and violation of the law under color of authority; or (b) a crime against public justice, including, but not limited to, a crime described in Title 7 of Part 1 of the Penal Code. General Manager shall not be entitled to severance compensation pursuant to this Paragraph if she is terminated for any of the following reasons: (a) Commission of any material act of fraud or dishonesty which is adverse to District; (b) Acting in a manner that is directly or substantially in a conflicting position with District after notice of the same and reasonable opportunity to cure and which has a material adverse effect on District; (c) Gross negligence in the performance of General Manager's duties and obligations to District which materially adversely affect District; (d) Sale, possession or use of illegal drugs; (e) Conviction (including a plea or verdict of guilty or a conviction following a plea of nolo contendre) of a felony or misdemeanor involving moral turpitude which has an adverse effect on District; (f) A final judgment by a court of law of unlawful discrimination by General Manager under State or Federal law; (g) A final judgment by a court of law of unlawful retaliation by General Manager against any other employee for disclosure of information relative to actual or suspected violations of any State or Federal law; or (h) Willful disregard of a lawful directive of the Board which has a material adverse effect on District. 12. Terminal Compensation. Upon termination of this Agreement, General Manager shall receive her vested terminal compensation, according to the rules then in effect for such terminal compensation for a Tier 2 member of the District's Management Group bargaining unit. 13. Entire Agreement; Amendments. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements with respect thereto. This Agreement may be modified or amended only by an instrument in writing executed by both Parties. 14. Arbitration. (a) Any controversy or claim arising out of or relating to this Agreement or the breach thereof, or arising out of or relating to General Manager's employment or termination thereof, including but not limited to claims of employment discrimination based on federal and 1796074.2 3 state law, which cannot be resolved among the Parties themselves, shall, on the written request of either party served on the other within the applicable statute of limitations, be submitted and resolved by final and binding arbitration. Service of the written request for arbitration shall be made only by certified mail, with a return receipt requested. Time is of the essence; if the request is not served within a one (1) year period after the cause of action arises or the termination of this Agreement, whichever is earlier, then the complaining party's claim(s) shall be forever waived and barred before any and all forums, including, without limitation, arbitration or judicial forums. (b) The Arbitrator shall have no authority to alter, amend, modify or change any of the terms of this Agreement, unless a provision expressly conflicts with applicable federal or state laws. Any arbitrator selected under this provision shall have the express authority to consider statutory violations of federal and state law in addition to disputes involving this Agreement. The decision of the Arbitrator shall be final and binding and judgment therein may be entered in any court having jurisdiction over the dispute. (c) The Arbitration shall be conducted under the National Rules for the Resolution of Employment Disputes of the American Arbitration Association ( "AAA ") current at the time of the dispute. In the event that such rules are determined to be in conflict with federal or state law, then the arbitrator shall have the authority to amend them accordingly. District shall be responsible for paying all the AAA's administrative and arbitrator's fees. In all other respects, the Parties shall bear their own attorneys' fees and costs except as otherwise required by law. The Parties shall have the right to conduct discovery which provides them with access to documents and witnesses that are essential to the dispute, as determined by the Arbitrator. The Arbitrator's written award shall include the essential findings and conclusions upon which the award is based. (d) The Parties intend that this arbitration procedure is mandatory and shall be the exclusive means of resolving all disputes whether founded in fact or law between General Manager and District and /or its employees, elected officials, directors, agents, officers or managers arising out of or relating to this Agreement, the Parties' employment relationship and/or the termination of that relationship, including, but not limited to, any controversies or claims pertaining to wrongful or constructive discharge, violations of the covenant of good faith and fair dealing, implied contracts, public policies, anti - discrimination statutes or any employment - related statutes. (e) Nothing in this Agreement shall be deemed to waive any requirement to file a claim against District under the terms of the Government Claims Act or other provisions of law. (f) Each party shall bear its own cost and attorneys' fees in any such action. THE PARTIES ACKNOWLEDGE THAT BY ADOPTING ARBITRATION THEY HAVE IN EFFECT WAIVED ANY CONSTITUTIONAL OR STATUTORY RIGHT TO HAVE ANY SUCH DISPUTE DECIDED IN A COURT OF LAW AND /OR BY A JURY IN A COURT PROCEEDING. 1796074.2 4 15. Severability. If any provision or any part of any provision of this Agreement is for any reason held to be invalid, void, unenforceable or contrary to any public policy, law, statute and/or ordinance, then the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and fully enforceable. 16. Interpretation; Captions. The section headings used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. Central Contra Costa Sanitary District, Ann E. Farrell a special district IM James A. Nejedly Board President APPROVED AS TO FORM: Kenton L. Alm, District Counsel 0 1796074.2 5 RESOLUTION NO. 2012 -019 A RESOLUTION APPOINTING ANN E. FARRELL TO THE POSITION OF GENERAL MANAGER OF THE CENTRAL CONTRA COSTA SANITARY DISTRICT AND RESCINDING RESOLUTION NO. 2006 -071 BE IT RESOLVED by the Board of Directors of the Central Contra Costa Sanitary District as follows: THAT, effective March 31, 2012, Ann E. Farrell is hereby appointed to the position of GENERAL MANAGER, at a monthly salary of $18,155.70, Range M -05 ($17,712 - $21,530); and THAT, Ann E. Farrell shall serve as the Chief Executive Officer of the Central Contra Costa Sanitary District and is hereby authorized and empowered to fulfill the duties of that position; and THAT, Resolution No. 2006 -071 entitled "A RESOLUTION APPOINTING JAMES M. KELLY TO THE POSITION OF GENERAL MANAGER OF THE CENTRAL CONTRA COSTA SANITARY DISTRICT," is hereby rescinded effective March 31, 2012. PASSED AND ADOPTED this 1st day of March, 2012, by the following vote: AYES: Members: NOES: Members: ABSENT: Members: James A. Nejedly President of the Board Central Contra Costa Sanitary District, County of Contra Costa, State of California COUNTERSIGNED: Elaine R. Boehme, CMC Secretary of the District Central Contra Costa Sanitary District County of Contra Costa, State of California Approved as to Form: Kenton L. Alm, Esq. District Counsel