ACTION MEMO
AC TRANSIT DISTRICT Board of Directors Executive Summary
Meeting Date: October 18, 2006
Committees: Planning Committee External Affairs Committee
Finance Committee Operations Committee
Board of Directors SUBJECT:
GM Memo No. 06-241
Financing Corporation
X
CONSIDER THE ADOPTION OF RESOLUTION NO. 06-045 AUTHORIZING THE GENERAL MANAGER TO ENTER INTO AN EMPLOYMENT AGREEMENT FOR THE POSITION OF SPECIAL ASSISTANT TO THE CHIEF FINANCIAL OFFICER AND AMENDING THE BUDGET FOR THE CHIEF FINANCIAL OFFICER ACCORDINGLY
RECOMMENDED ACTION: Information Only
Briefing Item
Recommended Motion
Adopt Resolution No. 06-045 Fiscal Impact: The budget for the Chief Financial Officer would increase by approximately $38,000 for the 2006-2007 Fiscal Year and the 2007-2008 Fiscal Year. Background/Discussion: The General Manager has been authorized by the Board of Directors, via Resolution No. 1180A, to enter into employment contracts with certain senior management employees and identified the benefits available to these contract employees. On occasion, the General Manager has requested that he be permitted to enter into an employment agreement beyond the scope of the positions identified in Resolution No. 1180A in situations where a long-time employee, in a critical position, is preparing to retire from the District and there is a need to impart the knowledge of that employee to his/her successor or manager.
BOARD ACTION:
Approved as Recommended [ ] Approved with Modification(s) [ ]
Other
[ ]
The above order was passed and adopted on __________________. Rose Martinez, District Secretary By
GM Memo No. 06-241 Subject: Consider the Adoption of Resolution No. 06-045 Authorizing the General Manager to Enter Into an Employment Agreement for the Position of Special Assistant to the Chief Financial Officer and Amending the Budget for the Chief Financial Officer Accordingly Date: October 18, 2006 Page 2 of 2
The Capital Planning and Grants Administration Manager is such a position. The position works with the Bay Area’s Metropolitan Planning Organization (the Metropolitan Transportation Commission (MTC)) and other funding agencies, to seek grants and determine the appropriate use of local, state and federal monies allocated to or capable of being allocated to the District. The position requires special knowledge regarding grant funds and their use. Because the individual in this position will be retiring in the near future it is essential that a successor be hired and trained in the intricacies of grants and transportation funding by the incumbent. To accommodate this transition and allow the present incumbent to provide other assistance to the Chief Financial Officer beyond the scope of the incumbent’s present duties, the General Manager is proposing a short term employment contract with the incumbent. Prior Relevant Board Actions/Policies: Resolution No. 1180A Resolution No. 06-001 Attachments: Resolution No. 06-045 Draft Contract Approved by: Prepared by: Date Prepared:
Rick Fernandez, General Manager Kenneth C. Scheidig, General Counsel October 12, 2006
Att. A to GC Memo No. 06-241
ALAMEDA-CONTRA COSTA TRANSIT DISTRICT RESOLUTION NO. 06-045 A RESOLUTION AUTHORIZING THE GENERAL MANAGER TO ENTER INTO AN EMPLOYMENT AGREEMENT CREATING THE POSITION OF SPECIAL ASSISTANT TO THE CHIEF FINANCIAL OFFICER AND AMENDING THE BUDGET FOR THE CHIEF FINANCIAL OFFICER
WHEREAS, the Board Officers and certain senior management employees are not represented by a labor organization; and WHEREAS, in Resolution No. 1180C, as amended, the Board of Directors authorized the General Manager to enter into employment contracts with certain senior management employees and identified the benefits available to these contract employees; and WHEREAS, the General Manager has identified the need, for the purposes of succession planning, to create the position of Special Assistant to the Chief Financial Officer to be filled by the Capital Planning and Grants Administration Manager so that the present incumbent can assume additional duties and responsibilities that are beyond the present job classification for that position and requires a management contract; and WHEREAS, the General Manager has been authorized by the Board to act as its representative in determining the salary and benefits for senior management contract employees; and WHEREAS, the General Manager has recommended the Board authorize the General Manager to execute an employment agreement establishing and filling the position of Special Assistant to the Chief Financial Officer; NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE ALAMEDACONTRA COSTA TRANSIT DISTRICT DOES RESOLVE AS FOLLOWS: SECTION 1. Authorizes the General Manager to execute the employment agreement for the Special Assistant to the Chief Financial Officer as set forth in Exhibit A, incorporated into and made a part of this Resolution. SECTION 2. The budget for the Chief Financial Officer shall be amended to reflect the salary and benefit costs associated with Exhibit A. SECTION 3. This resolution shall become effective immediately upon its passage by four affirmative votes of the Board of Directors.
Resolution No. 06-045
Page 1
Att. A to GC Memo No. 06-241
PASSED AND ADOPTED THIS 18th day of October 2006.
Greg Harper, President ATTEST:
Rose Martinez, District Secretary
I, Rose Martinez, District Secretary for the Alameda-Contra Costa Transit District, do hereby certify that the foregoing Resolution was passed and adopted at a Regular Meeting of the Board of Directors held on the 18th day of October 2006 by the following roll call vote:
AYES: NOES: ABSENT: ABSTAIN:
Rose Martinez, District Secretary Approved as to Form:
Kenneth C. Scheidig, General Counsel
Resolution No. 06-045
Page 2
Att. B to GC Memo No. 06-241
EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into this ___ day of October 2006 by and between Alameda-Contra Costa Transit District ("DISTRICT" or "EMPLOYER") and Joan Martin ("EMPLOYEE"). WHEREAS, EMPLOYEE is presently employed as the Capital Planning and Grants Administration Manager, but EMPLOYER desires to place EMPLOYEE in a special assignment as Special Assistant to the Chief Financial Officer; and WHEREAS, EMPLOYER has determined that EMPLOYEE has the necessary training, background and skills to perform the desired duties and responsibilities of the Special Assistant to the Chief Financial Officer; and NOW THEREFORE, in consideration of the faithful performance of the terms, conditions, promises and covenants contained in this Agreement, the parties agree as follows: SECTION 1. TERM. This Agreement shall remain in effect for a period commencing on December 1, 2006 and ending on January 31, 2008, unless earlier terminated by the General Manager or by EMPLOYEE, as provided in this Agreement. SECTION 2. DUTIES. EMPLOYEE shall perform the duties and responsibilities the Chief Financial Officer shall assign to her. SECTION 3. REPORTING RELATIONSHIP EMPLOYEE shall report directly to the Chief Financial Officer. SECTION 4. STATUS. A.
EMPLOYEE=s employment status is that of an unrepresented employee, but she is a contractual at-will employee during the time she is performing the duties assigned to her in the Special Assistant to the Chief Financial Officer position. EMPLOYEE understands and agrees that she serves at the pleasure of EMPLOYER, who may terminate her performance in the special assignment at any time.
B.
Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of EMPLOYEE to resign at any time from her performance in the special
Joan Martin Employment Agreement Page 1 of 6
Att. B to GC Memo No. 06-241
assignment as provided in this Agreement. Should EMPLOYEE or EMPLOYER wish to terminate this agreement, either side may provide to the other written notice of termination of duties at least 24 hours in advance of said termination. C.
EMPLOYEE shall devote the time and energy required to fulfill her duties to EMPLOYER.
SECTION 5. COMPENSATION. A.
EMPLOYER agrees to pay EMPLOYEE for services rendered under this Agreement the sum of One Hundred, Fifty three Thousand, One Hundred, Twelve dollars ($153,112.00), payable in equal installments at the same time as compensation for other unrepresented employees of EMPLOYER are paid.
B.
During the term of this Agreement, EMPLOYER shall contribute Ten Thousand Dollars ($10,000.00) to the EMPLOYER sponsored deferred compensation plan on EMPLOYEE’s behalf. Contributions shall be payable in equal installments at the same time as compensation for EMPLOYEE is paid.
C. EMPLOYEE shall continue to receive all of the benefits she is presently receiving as an unrepresented employee. On a one-time only basis, on January 1, 2007, EMPLOYEE may elect to convert 240 hours of vacation to General Leave and shall be entitled to cash out this sum upon termination of EMPLOYEE’s employment with EMPLOYER or during the final month prior to EMPLOYEE’s retirement . D. EMPLOYER agrees to put into force and to make necessary premium payments on a term life insurance policy (with living benefit option) equal in amount to two times the annual gross salary of EMPLOYEE. EMPLOYEE shall have the option to continue this insurance by direct payment of insurance premiums after termination of employment. SECTION 6: A.
RESIGNATION, TERMINATION AND SEVERANCE PAY.
Resignation: EMPLOYEE may voluntarily resign her position by delivering a letter of resignation to the General Manager not less than 30 days prior to the effective date of resignation, unless an earlier date of departure is agreed to by the General Manager and EMPLOYEE. Promptly after the effective resignation date, EMPLOYER shall pay EMPLOYEE all salary and benefit amounts both accrued and owing pursuant to this Agreement and other Chief Transportation Officer Employment Agreement Page 2 of 9
Att. B to GC Memo No. 06-241
applicable laws, rules, programs and policies of EMPLOYER and State and Federal governments. B.
C.
Termination: 1.
The General Manager may terminate EMPLOYEE without cause since the EMPLOYEE recognizes that she serves at the pleasure of the General Manager as an at-will EMPLOYEE. Except as otherwise provided by this Agreement or by law, EMPLOYEE is exempt from any pre-termination due process rights (such as Skelly rights) or dispute resolution or grievance rights which exist under EMPLOYER=S personnel rules. The General Manager shall provide EMPLOYEE with 30 days notice prior to the effective date of termination, except for termination for willful misconduct in office.
2.
The General Manager may terminate EMPLOYEE for willful misconduct without notice. However, the General Manager must identify the willful misconduct which is the cause of the termination. As used in this subsection, willful misconduct consists of malfeasance or gross negligence in the performance of EMPLOYEE=S duties.
3.
EMPLOYER shall be deemed to have terminated EMPLOYEE if she involuntarily resigns because the General Manager either requests her involuntary resignation or causes a reduction in her pay or other financial benefits which is not applicable to all unrepresented employees of EMPLOYER which causes EMPLOYEE to resign or in the event of a takeover or consolidation of EMPLOYER with another agency which results in the loss of EMPLOYEE=S position or substantial reduction in the duties of EMPLOYEE.
4.
In the event of EMPLOYEE=S termination, EMPLOYEE shall be entitled to severance pay. However, EMPLOYEE shall not be entitled to severance pay if she is terminated for willful misconduct or voluntarily resigns.
Severance Pay: In the event of EMPLOYEE=s termination, EMPLOYEE shall receive the equivalent of six months salary, benefits and deferred compensation if any of the following occur: 1.
The General Manager terminates the Agreement;
Chief Transportation Officer Employment Agreement Page 3 of 9
Att. B to GC Memo No. 06-241
D.
2.
The General Manager determines it is in the District=s best interests to mutually negotiate a termination of the Agreement; or
3.
In the event the Agreement is terminated because EMPLOYER is taken over by or consolidated with another agency or entity.
Return of District Property: On the effective date of her resignation, suspension or termination, EMPLOYEE shall return to the General Manager, or her designee, all DISTRICT property in EMPLOYEE=S possession or under her control unless: 1.
an earlier date for return of DISTRICT property is established by the General Manager, or
2.
EMPLOYEE has compensated the DISTRICT for the property which is not returned in accordance with DISTRICT procedures.
EMPLOYEE shall not be entitled to final payment of her salary until either of the above has occurred. SECTION 7. DISPUTE RESOLUTION A.
All disputes arising out of EMPLOYEE=S employment with EMPLOYER, including disputes regarding the terms or application of the terms of this Agreement, excluding evaluations covered in Section 6, shall be resolved through binding arbitration.
B.
Except for matters within the sole jurisdiction of the Workers' Compensation Appeals Board, the parties agree that binding arbitration shall be the sole and exclusive avenue of recourse to resolve disputes between them.
C.
EMPLOYEE knowingly and voluntarily agrees to waive all rights to take all disputes identified in subsection A to state or federal court for resolution.
D.
Binding arbitration shall be conducted pursuant to California Code of Civil Procedure Section 1280 et seq., excluding Section 1283 (Depositions).
E.
Either the General Manager or EMPLOYEE may request that the dispute be submitted to arbitration.
F.
EMPLOYER and EMPLOYEE shall attempt to agree upon an arbitrator. If no agreement can be reached, either party may request that the State of Chief Transportation Officer Employment Agreement Page 4 of 9
Att. B to GC Memo No. 06-241
California Conciliation and Mediation Service provide a panel of five (5) names of experience labor arbitrators. Each party shall alternatively strike a name until one name remains. EMPLOYEE shall strike first. The remaining panel member shall be the arbitrator. G.
The arbitrator's decision shall be in writing, setting forth the findings of fact, reasoning and conclusions on the issues submitted. The arbitrator shall be without power or authority to issue a decision which violates the terms of this Agreement. The decision of the arbitrator shall be submitted to EMPLOYER and EMPLOYEE within thirty (30) days of the hearing and shall be final and binding upon the parties.
H.
By mutual agreement, the parties may request an expedited arbitration process according to the Rules of the American Arbitration Association.
I.
All costs for the services of the arbitrator, including but not limited to, per diem expenses, travel and subsistence expenses will be borne by EMPLOYER. All other costs will be borne by the party incurring the costs.
SECTION 8. GENERAL PROVISIONS A.
This Agreement represents the entire agreement between the parties and shall be interpreted in accordance with the laws of the State of California.
B.
This Agreement is a personal services agreement and as such may not be assigned by either party and this Agreement shall be binding on any successors of the DISTRICT.
C.
This Agreement shall be binding upon and inure to the benefit of the heirs at law and executors of EMPLOYEE.
D.
This Agreement may be amended by the written consent of the parties.
E.
EMPLOYEE shall be responsible for the personal tax consequences associated with any provision of this Agreement. EMPLOYER makes no representation regarding the tax consequences of any provision of this Agreement upon EMPLOYEE.
F.
This Agreement shall be executed in duplicate and any duplicate shall be deemed an original.
Chief Transportation Officer Employment Agreement Page 5 of 9
G.
Any change in the benefits available to employees represented by any labor union shall have no effect on the provisions of this Agreement.
H.
If any provision, or any portion of any provision, of this Agreement is held unconstitutional, invalid or unenforceable, the remainder of this Agreement shall be deemed severable and shall remain in full force and effect.
This Agreement is signed and executed as of the day and year first above written. ALAMEDA-CONTRA COSTA TRANSIT DISTRICT
By:
Rick Fernandez, General Manager
APPROVED AS TO FORM:
Kenneth C. Scheidig, General Counsel
EMPLOYEE
Joan Martin
Joan Martin Employment Agreement Page 6 of 6
