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Document Date: 7/8/2009
Document Type: Resolution
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Keywords(no more than 4): General Manager Employment Agreement
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Document No. 09-21
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i
RESOLUTION NO. 09-21
A RESOLUTION OF THE BOARD OF DIRECTORS OF
THE MIDPENINSULA REGIONAL OPEN SPACE
DISTRICT APPROVING A SALARY ADJUSTMENT AND
AMENDED EMPLOYMENT AGREEMENT FOR THE
DISTRICT GENERAL MANAGER
WHEREAS, effective April 14, 2008, the Board of Directors of the Midpeninsula
Regional Open Space District entered into a District General Manager Employment Agreement
("Agreement") with Stephen E. Abbors, employing him as the District's General Manager; and
WHEREAS, the Agreement provides for an annual review of the General Manager's
performance, which the Board has completed; and
WHEREAS, the Board, based on its annual review of the General Manager's
performance, desires to grant him a 2.5 percent cost-of-living adjustment to his annual salary; I
NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of the
Midpeninsula Regional Open Space District does grant the General Manager by adoption of this
resolution a 2.5 percent cost-of-living adjustment to his annual salary, retroactive to April 1,
2009 for Fiscal Year 2009-10 and authorizes the President of the Board of Directors or other
authorized Board Officer to execute the attached District General Manager Employment
Agreement.
1
RESOLUTION NO.09-21
PASSED AND ADOPTED by the Board of Directors of the Midpeninsula Regional Open Space
District on July 08, 2009 at a Regular Meeting thereof, by the following vote:
AYES: Mary Davey, Larry Hassett, Jed Cyr, Nonette Hanko, Pete Siemens ,
Cecily Harris
NOES: None
ABSTAIN:
ABSENT: Curt Riffle
ATTEST: APPROVED:
retary President
Board of Directors Board of Directors
I, the Interim District Clerk of the Midpeninsula Regional Open Space District, hereby
certify that the above is a true and correct copy of a resolution duly adopted by the Board of
Directors of the Midpeninsula Regional Open Space District by the above vote at a meeting
thereof duly held and called on the above day.
Interim District 1
DISTRICT GENERAL MANAGER EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made and entered into this 8th day of July 2009
by and between Midpeninsula Regional Open Space District, a California public agency
("District"), and Stephen E. Abbors ("General Manager").
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Designation of District General Manager
Effective April 14, 2008, Stephen E. Abbors is appointed and employed as General
Manager of the District.
2. Essential Powers and Duties
A) The General Manager's powers and duties shall be as specified in Sections 5538
and 5549 of the Public Resources Code of the State of California; and
B) All duties, powers, and responsibilities as provided in the District Personnel
Policies and Procedures Manual ("Manual"); and
Q Such other duties as the Board of Directors may direct consistent with the
District's enabling legislation; and
D) The General Manager shall perform his duties and exercise his powers consistent
with due diligence, according to the highest and most professional standards, and
in compliance with all federal, state and local laws, ordinances, rules and
regulations which are applicable to or associated with the performance of such
duties.
3. Compensation and Benefits
Compensation and benefits shall be according to the terms and conditions set out in the
Manual, except as set forth herein.
A) Salary. As compensation for the services to be performed hereunder, the General
Manager shall receive an annual salary at the rate of $169,124.80, effective
April 1, 2009.
B) Performance Re-view and Annual SaIM Adiustment. The Board of Directors
("the Board") shall perform an initial performance review six months after the
commencement of the General Manager's employment. Thereafter, the Board
shall at least annually review the General Manager's performance and may review
his performance at any time as determined necessary and appropriate by the
Board. At the time of the annual performance review, the parties may propose to
modify or amend this Agreement and the Board may consider an annual salary
District General Manager Page 2
Employment Agreement
adjustment for the General Manager. Any such annual salary adjustment shall be
effective on April I".
Q Meritorious Pay. The Board may grant the General Manager a meritorious pay
award, ranging from 0% to 5%, over and above the General Manager's annual
salary and in addition to consideration of a possible annual salary adjustment.
Such meritorious pay award shall be based upon the Board's annual review of the
General Manager's performance. The evaluation shall be based upon criteria and
objectives to which the Board and the General Manager have mutually agreed.
Meritorious Pay shall not be a salary adjustment, but rather recognition for
performance during the previous year of service.
D) Vacation, Holiday, and Sick Leave. Upon commencement of his employment, the
General Manager shall be credited with forty (40) hours of vacation leave and
forty (40) hours of sick leave. Thereafter, the General Manager shall earn vacation
leave at the rate of a regular full time employee with 10-14 years of service
(equivalent to 20 days per year) in accordance with the Manual. The General
Manager shall also earn holiday, personal, administrative and sick leave at the
current rate of accrual for Department Managers in accordance with the Manual.
After the one-year anniversary date of the General Manager's employment, the
General Manager may elect to cash-out up to eighty (80) hours of accrued
vacation leave in any calendar year.
E) Retirement Plan. The District contracts with the California Public Employees'
Retirement System (PERS) to provide its employees the Local Miscellaneous
2.5% at 55 retirement plan (' the Plan"). The District shall pay all but 2% of the
General Manager's required 8% contribution to PERS, resulting in an Employer
Paid Member Contribution ("EPMC") of 6% and will pay the District's employer
contribution in accordance with the District's Plan.
F) Mileage Allowance. The District shall pay the General Manner an in-lieu mileage
allowance calculated at the rate of $400.00 per month in recognition of the
significant use of his private vehicle for District business.
G) Benefit Plans. The District shall pay the full premium for the General Manager
and his dependents for enrollment in any medical insurance plan offered by the
District. The District shall also provide dental, vision, life insurance, and other
benefits available to management employees in accordance with the Manual and
as approved by the Board of Directors from time to time, including, but not limited
to, participation in the sick leave conversion program. The District will also
provide the cafeteria plan in accordance with Internal Revenue Code Section 125
as provided in the Manual.
H) Membership and Conferences. The District shall pay for the General Manager's
membership or participation in the National Recreation and Parks Association
(NRPA), the California Parks and Recreation Society (CPRS), the California
District General Manager Page 3
Employment Agreement
Association of Regional Park and Open Space Administrators (CARPOSA), and
such other organizations and conferences as may be approved by the District
Board, in additional to any membership payments offered to employees in the
Manual.
1) Special Compensation. The District shall report the value of EPMC to PERS, as
special compensation. The full terms of the attached District Resolution
implementing this provision are incorporated herein by reference. In the event that
for any reason PERS disallows any of General Manager's salary or compensation
to be included in the calculation of the value of the General Manager's retirement
benefit, the General Manager shall have no claim or recourse of any kind against
the District.
4. Severance Pay
In the event that the District terminates the General Manager's employment for reasons
other than cause, the Board shall compensate the General Manager in the amount equal to
six (6) months' compensation based upon the General Manager's salary as of the date of
termination. As used in this Section, "cause" shall mean malfeasance, commitment of an
illegal act or current substance abuse. A termination for cause shall also include an
agreement by the District that the General Manager may resign in lieu of termination for
cause.
5. Termination
The General Manager may terminate this Agreement upon sixty (60) days' written notice
to District. In the event the General Manager resigns or retires, he shall not be entitled to
any severance pay as set out in Section 4 of this Agreement. The General Manager is an
at-will employee serving at the pleasure of the District Board of Directors and may be
discharged at any time without cause, subject to the provisions of Section 4 hereinabove.
There is no express or implied promise made to the General Manager of continued
District employment.
6. Entire Agreement
This instrument and the attached resolution regarding PERS contain the entire agreement
of the parties and may be changed only by an agreement in writing signed by the parties
hereto.
7. Effect of Waiver
No waiver by a party of any provision of this Agreement shall be considered a waiver of
any other provision or subsequent breach of the same or of any other provision, including
the time for performance of any such provision. The exercise by a party of any remedy
provided in this Agreement or at law shall not prevent the exercise by that party of any
other remedy provided in this Agreement or at law.
District General Manager Page 4
Employment Agreement
8. Amendment
No amendment, alteration, or variation in the terms of this Agreement is valid unless
made in writing and signed by both parties.
9. Notices
Any notices to be given by either party to the other shall be made in writing, by either
personal delivery or by mail, registered or certified, postage prepaid, with return receipt
requested. Notices delivered personally shall be deemed received as of actual receipt;
mailed notices shall be deemed received as of five days after the date postmarked.
Mailed notices shall be addressed to the respective parties as follows:
To the District: Midpeninsula Regional Open Space District
Attention: President, Board of Directors
330 Distel Circle
Los Altos, CA 94022
To the General Manager: Stephen E. Abbors, General Manager
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022
IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
effective this 8th day of July 2009 at Los Altos, California.
MIDPENINSULA REGIONAL OPEN GENERAL MANAGER:
SPACE DISTRICT:
By:
NoKette Hanko, President Steph n E. Abbors
Date: ?�0 1 Date:
T EST: APPROVED AS TO FORM:
(A�
Anna Jatczak, Int n istric lerk Susan Schectman, General Counsel
DISTRICT GENERAL COUNSEL EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into this 8h day of July 2009, by and
between Midpeninsula Regional Open Space District, a California public agency ("District"),
and Susan M. Schectman ("the General Counsel").
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
I Designation of District General Counsel
SUSAN M. SCHECTMAN is appointed and employed as legal counsel for the District.
The designation of the position is General Counsel.
2. Essential Duties
The General Counsel shall perform her duties consistent with due diligence, according to
the highest and most professional standards, and in compliance with all federal, state and
local laws, ordinances, rules and regulations which are applicable to or associated with
the performance of such duties.
A. Administrative Duties
I The General Counsel shall attend all regular and special meetings of the
District Board of Directors as needed. The General Counsel's duties in
this connection shall be to render advice and opinions with respect to
legal matters which may arise during such meetings, except legal matters
which may pertain to proceedings wherein specialized legal services are
to be provided by special counsel or which do not fall within the General
Counsel's scope of duties.
2) The General Counsel shall also attend meetings of committees and staff
of the District when requested to do so by the District Board of Directors
or the District General Manager.
3) When requested to do so by the District Board of Directors or District
General Manager, the General Counsel shall prepare and review
resolutions, notices, contracts, leases, ordinances and other legal
documents and papers in matters pertaining to the District, and shall also
examine for legal sufficiency all documents submitted to her by the
District.
4) The General Counsel shall perform legal research as required to attend
to the legal needs of the District and shall review legislation and court
decisions to determine their effect upon District affairs.
5) The General Counsel shall cooperate with and assist the District, its
officers, directors, agents and employees on all general legal matters
pertaining to the District, including the enforcement of District laws,
ordinances and codes.
District General Counsel Page 2
Employment Agreement
6) The General Counsel shall also perform such other related and
appropriate legal services for the District as may be requested by the
District Board of Directors or the District General Manager.
B. Litigation Duties
When requested to do so by the District Board of Directors, the General Counsel
shall represent the District in legal and administrative proceedings to which the
District may be a party.
3. Acting General Counsel
The General Counsel shall select another person or persons to act as General Counsel to
the District in cases where the General Counsel is unable to act due to illness, vacation or
other reason. The selection of Acting General Counsel shall be subject to the approval of
the District Board of Directors where the appointment exceeds three weeks.
4. Limitation on Duties
A. The General Counsel's position shall be full time and her regular work hours shall
be generally 40 hours of service per week, including attendance at Board or Board
Committee meetings.
B. It is recognized that the District normally contracts with special counsel in certain
matters pertaining to the District, such as labor relations, worker's compensation,
general liability and bond issues. In the event legal services are provided by
special counsel, the General Counsel will be responsible for general oversight in
such cases to ensure the District is effectively represented and for providing
general legal assistance and support to the special counsel as needed.
5. Compensation and Benefits
A. As compensation for the services to be performed hereunder, the General Counsel
shall receive an annual salary at the rate of$168,843.74, effective April 1, 2009.
B. Annual Salary Adjustment and Performance Review: The Board shall annually
review the General Counsel's performance. At that time, the parties may propose
to modify or amend this Agreement and the Board may consider an annual salary
adjustment for the General Counsel. Any such annual salary adjustment shall be
effective on April I't.
C. Meritorious Pay: The District may grant the General Counsel meritorious pay,
ranging from 0% to 5% over and above the General Counsel's annual salary.
Such meritorious pay shall be based on the Board's annual review of the General
Counsel's performance. Evaluation shall be based upon criteria and objectives to
which the Board and the General Counsel have mutually agreed. Meritorious pay
District General Counsel Page 3
Employment Agreement
shall not be a salary adjustment, but rather recognition for performance during the
previous year of service.
D. Benefits: The General Counsel shall receive the benefits available to regular full
time employees of the District including those set out in the District's "Personnel
Policies and Procedures Manual" on the same terms available to these employees,
except for medical insurance coverage of the health plan selected by the General
Counsel for which District will pay the full family premium. The General
Counsel may participate in any District optional benefit plan at her own cost.
E. Retirement Plan: The District contracts with the California Public Employees'
Retirement System ("PERS") to provide its employees the Local Miscellaneous
2.5% at 55 retirement plan ("the Plan"). The District shall pay all but 1% of the
General Counsel's required 8% contribution to PERS, resulting in an Employer
Paid Member Contribution ("EPMC") of 7%, and will pay the District's employer
contribution in accordance with the District's Plan. Effective April 1, 2008, the
District shall pay all but 2% of the General Counsel's required 8% employee
contribution, resulting in EPMC of 6% and will pay the District's employer
contribution in accordance with the District's Plan.
F. Leave: The General Counsel shall earn leave as set forth in the District's
"Personnel Policies and Procedures Manual" and "Administrative Leave Program
for Managers".
G. Mileage Allowance: The General Counsel will be eligible to receive mileage
reimbursement at the applicable District rate for use of her personal vehicle on
District business.
H. Special Compensation. The District shall report the value of EPMC to PERS as
special compensation. The full terms of the attached District Resolution
implementing this provision are incorporated herein by reference. In the event that
for any reason PERS disallows any of General Counsel's salary or compensation
to be included in the calculation of the value of the General Counsel's retirement
benefit, the General Counsel shall have no claim or recourse of any kind against
the District.
6. Termination and Severance Pay The General Counsel may terminate this Agreement
upon forty-five (45) days' written notice to District. District may terminate this Agreement by
written notice to the General Counsel at any time. The General Counsel serves at the pleasure of
the District Board of Directors and may be discharged without cause. In the event that the
District terminates the General Counsel's employment for reasons other than malfeasance,
commission of an illegal act, or current drug abuse, the Board shall compensate the General
Counsel in an amount equal to six (6) months' salary as of the date of termination.
7. Entire Agreement This instrument and the attached resolution regarding PERS contain
the entire agreement of the parties and may be changed only by an agreement in writing signed
by the parties hereto.
District General Counsel Page 4
Employment Agreement
8. Effect of Waiver No waiver by a party of any provision of this Agreement shall be
considered a waiver of any other provision or subsequent breach of the same or of any other
provision, including the time for performance of any such provision. The exercise by a party of
any remedy provided in this Agreement or at law shall not prevent the exercise by that party of
any other remedy provided in this Agreement or at law.
9. Supersedes Prior Agreement This Agreement supersedes any and all previous
employment agreements and amendments thereto entered into by and between the District and
the General Counsel.
10. Amendment No amendment, alteration, or variation in the terms of this Agreement is
valid unless made in writing and signed by both parties.
11. Notices: Any notices to be given by either party to the other shall be made in writing by
either personal delivery or by mail, registered or certified, postage prepaid, with return receipt
requested. Notices delivered personally shall be deemed received as of actual receipt; mailed
notices shall be deemed received as of five days after the date postmarked. Mailed notices shall
be addressed to the respective parties as follows:
To the District: Midpeninsula Regional Open Space District
Attention: President, Board of Directors
330 Distel Circle
Los Altos, CA 94022
To the General Counsel: Susan Schectman, General Counsel
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022
IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
effective this 81h day of July 2009, at Los Altos, California.
MIDPENINSULA REGIONAL OPEN GENERAL COUNSEL:
SPACE DISTRICT:
By:
nette Hanko, President Susan M. Schectman
Date: d? �$ _ Date: 7 9 D
i
ATTEST:
Anna Jatczak,11
rn Dis ict Clerk
�
DISTRICT CONTROLLER EMPLOYMENT AGREEMENT
This Employment (^ _ nt") is nud�and ontcm� into this 0�h da�ufJuh/2O09, by and �
�
between MUd ' au|o��uk�nu| (}o�o �pac�Dio�iu� uub|i�u��ncy("I�i mod���huc| ��
p="^^ ~ ' California'— ` '' �
Foster("Controller"). �
NOW, THEREFORE, lTlS AGREED/\8FOLLOWS:
l iDesignation.of District Controller
� MICHAEL L. FOSTER iu hereby appointed and employed om Controller of the District.
2. Essential Powers and Duties
Th�Controller's anddud�muhu | b� ��diu �ccbonu ��]8, 5��2aud ���3of
�) pm�m �� as �
| ''— - —��� |
| the Public Resources Code of the State of California; and �
| B) All dudes, powers, and responsibilities as provided in the District C\umm Specification for this
| position; and |
C) Such other duties as the Board of Directors may direct consistent with the District's enabling
legislation; and |
D) The Controller shall perform his duties and exercise his powers consistent with due diligence,
according to the highest and most professional standards, and in compliance with all federal, i
| state and local laws, ordinances,rules and regulations which are applicable to or associated '
with the performance uf such duties. |
| -'
Compensation and Benefits
Compensation and benefits shall beum set forth herein. .
A) Sulan. Ascmmpensation0o,tbemen/ioemn/ be performed hereunder, the Controller shall
| receive an annual salary u1the rate of$2O,0O0.00, effective April |, 2009. '
\
@) Annual Salary Adiustment and Performance Review. The Board shall annually review the �
performance.
ies may propose to modify or amend this
�-�ze/ eot. bc Bourd may uonmid«x . annual
' mu|ury adjustment for the Controller. Any |
such annual salary adjustment may retroactively apply tothe beginning ufthe District's fiscal �
year, April |*. �
C) Meritorious PU. The Board may grant the Controller o meritorious pay award,ranging§nnu
0%to 5%, over and above the Controller's annual salary and in addition to consideration of a
possible annual salary adjustment increase, Such meritorious pay award shall be based oil the
Board's uunuu| review of the Controller's performance. Meritorious Pay shall not be aaa|ury
udiuotnocn1, but rather rcougnidoufor exceptional pcdbnnunuc during the previous year of
service
� mpcoiu| projects.
| D) Benefits. The Controller shall not receive any District benefits.
�
219228/ w1244-001 |
�
�
District Controller Page 2
Employment Agreement
4. Retirement Plan. The District contracts with the California Public Employees' Retirement
System(PERS)to provide its employees the Local Miscellaneous 2.5%at 55 retirement plan
("the Plan"), The Controller will be eligible to become a member of the District's Plan upon
working the specified number of hours set out in Government Code Section 20305. The
Controller's membership shall be effective not later than the first day of the first pay period of the
month following the month in which the required number of hours have been worked. In that
event, the District will pay all but 1%of the Controller's required 8%contribution to PERS,
resulting in an Employer Paid Member Contribution("EPMC")of 7%and will pay the District's
employer contribution in accordance with the District's Plan. Effective April 1, 2008,the District
will pay all but 2%of the Controller's required 8%contribution to PERS,resulting in EPMC of
6%and will pay the District's employer contribution in accordance with the District's Plan.
5. Special Compensation. The District shall report the value of EPMC to PERS as special
compensation. The terms of the attached District Resolution implementing this provision are
incorporated by reference into this Agreement. In the event that for any reason PERS disallows
any of Controller's salary or compensation to be included in the calculation of the value of the
Controller's retirement benefit,the Controller shall have no claim or recourse of any kind against
the District.
6. Termination
The Controller serves at the pleasure of the District Board of Directors and may be discharged
without cause and without right of appeal of any kind. The Controller may terminate this
Agreement upon sixty(60)days' written notice to the District.
7. Entire Agreement
This instrument and the attached resolution regarding PERS contain the entire agreement of the
parties and may be changed only by an agreement in writing signed by the parties hereto.
8. Effect of Waiver
No waiver by a party of any provision of this Agreement shall be considered a waiver of any
other provision or subsequent breach of the same or of any other provision, including the time for
performance of any such provision. The exercise by a party of any remedy provided in this
Agreement or at law shall not prevent the exercise by that party of any other remedy provided in
this Agreement or at law.
9. Supersedes Prior Agreements
ents and amendments
This Agreement supersedes any and all previous employment agreem
thereto entered into by and between the District and the Controller.
10. Amendment: No amendment, alteration,or variation in the terms of this Agreement is valid
unless made in writing and signed by both parties.
H. Notices: Any notices to be given by either party to the other shall be made in writing, by either
personal delivery or by mail, registered or certified, postage prepaid with return receipt requested.
Notices delivered personally shall be deemed received as of actual receipt; mailed notices shall be
deemed received as of five days after the date postmarked. Mailed notices shall be addressed to
the respective parties as follows:
219228.1 M1244-oo12
District Controller Page 3
Employment Agreement
To the District: Midpeninsula Regional Open Space District
Attention: President, Board of Directors
330 Distel Circle
Los Altos, CA 94022
To the Controller: Michael L. Foster, District Controller
Midpeninsula Regional Open Space District
330 Distel Circle
Los Altos, CA 94022
IN WITNESS WHEREOF, the parties hereto have executed this District Controller Employment Agreement
effective this 81h day of July 2009 at Los Altos, California.
MIDPENINSULA REGIONAL OPEN DISTRICT CONTROLLER:
SPACE DISTRICT:
t�
By. /
Nonette Hanko, President Michael L. Foster
Date: Date: �l bw CI
A ST: APPROVED AS TO FORM:
Ann Jatczak, In r
istri I
Clerk Susan Schectman, General Counsel
219228.1 M1244-oo13