HomeMy WebLinkAbout12 Attachement 1 Employement Agreement
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INTERIM GENERAL MANAGER
EMPLOYMENT AGREEMENT
THIS AGREEMENT (“Agreement”) is entered into as of January 6, 2021, by and
between the TRUCKEE DONNER PUBLIC UTILITY DISTRICT (“TDPUD”) and BRIAN
WRIGHT (hereinafter referred to as “Wright” or “Employee”), with reference to the following
facts:
RECITALS
WHEREAS, prior to the Effective Date, Wright was employed by the TDPUD as the
TDPUD’s Assistant General Manager and Water Utility Director (“AGM/WUD”). As the
AGM/WUD, Wright was entitled to the benefits afforded TDPUD’s unrepresented management
employees.
WHEREAS, the TDPUD Board of Directors is desirous of employing Wright to act as
and perform the duties of the Interim General Manager and retaining his duties as the Water
Utility Director.
WHEREAS, Wright is agreeable to performing the duties of Interim General Manager
under the terms and conditions of this Agreement.
WHEREAS, it is the desire of the TDPUD and Wright to enter into an Employment
Agreement concerning compensation, benefits, terms and conditions of his employment as the
Interim General Manager and to serve the following purposes:
A. To retain Wright to perform services in a professional manner and to provide him
compensation and employment benefits which will induce Wright to remain in the employment
of the TDPUD as Interim General Manager for the period of time specified herein;
B. To assure Employee that, except as provided hereinafter, upon his termination as
Interim General Manager, he shall return to the performance of his duties as the Assistant
General Manager and Water Utility Director earning the same salary and enjoying the same
benefits he would have earned and enjoyed, respectively, had he remained employed as the
AGM/WUD during the term of this Agreement; and
C. To reserve to the TDPUD, however, a fair and just means of (i) terminating the
employment of Employee as Interim General Manager in the event that Wright, for any reason,
becomes unable or unwilling to discharge fully the duties of the office of Interim General
Manager, or (ii) terminating the employment of Wright as Interim General Manager in the
exercise of the right of the TDPUD Board of Directors to fill the position of General Manager as
the Board sees fit, and in all events to reserve to the TDPUD the right and ability to terminate
Wright’s position as Interim General Manager at the will of the TDPUD Board of Directors
when the position of General Manager is filled by a permanent employee or at any other time,
with or without reason.
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NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
AGREEMENT
1. EMPLOYMENT. TDPUD hereby employs the Employee, and the Employee
hereby accepts employment with the TDPUD in the position of Interim General Manager, on the
terms and conditions and for the compensation herein set forth.
2. SCOPE OF DUTIES AND SERVICES.
a. Under the terms and conditions of this Agreement, Employee shall
personally provide all the services and duties ordinarily performed by the General Manager for
the TDPUD under the direction and control of the TDPUD Board of Directors and as set forth in
the District Code and other applicable law, written policies, and rules. Among other things,
Employee has the authority to interview, hire and fire employees, and direct the workforce
subject to the specific limitations set forth in the TDPUD’s District Code (“District Code”). In
addition, Employee shall serve on any committee, board or other entity on which the General
Manager would customarily serve. Employee shall perform his obligations and responsibilities
diligently within the time parameters indicated by the TDPUD Board of Directors, applying the
highest degree of professionalism, ethics, integrity and competency to the discharge of every
aspect of his obligations.
b. Employee shall not engage in any activity which is or may become a
conflict of interest, prohibited contract, or which may create an incompatibility of office as
defined under California law. Employee shall comply fully with his reporting and disclosure
obligations under regulations promulgated by the Fair Political Practices Commission (“FPPC”).
c. Employee agrees to remain in the exclusive employ of the TDPUD during
the term of this Agreement. Employee shall dedicate his full energies and qualifications to his
employment as the Interim General Manager and shall not engage in any other employment
except as may be specifically approved in writing in advance by the TDPUD Board of Directors.
3. TERM. The term of this Agreement shall begin on the November 18, 2020
(“Effective Date”) and shall terminate on midnight, May 31, 2021 (“Expiration Date”); provided,
however, that this Agreement may be terminated prior to said Expiration Date in accordance
with the terms and conditions of this Agreement. Under no circumstances shall this Agreement
be effective after the Expiration Date unless the parties agree in writing to extend this Agreement
under terms and conditions mutually satisfactory to the parties.
4. COMPENSATION. For the services to be provided pursuant to this Agreement,
Employee shall receive the following compensation and benefits:
a. Compensation. Employee shall be paid an annual base salary of Two
Hundred Fifty Thousand Dollars ($250,000.00). Thereafter, Employee’s base salary shall be
increased by the same percentage and at the same time any discretionary across-the-board
increase is granted to the TDPUD’s unrepresented management employees (“management
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employees”). Employee’s salary shall be payable in installments at the same time as other
management employees of the TDPUD and in accordance with established TDPUD procedures.
b. General Benefits. Except as may be otherwise provided herein, Employee
shall be provided the compensation and benefits offered to all other department heads as
provided for in the District Code. As used herein, benefits include but are not necessarily limited
to, vacation, sick leave, holidays, administrative leave, retirement, health insurance, dental
insurance, car allowance, and use of a TDPUD vehicle. Employee shall not be compensated for
any hours worked overtime because Employee is exempt from overtime under the Federal Fair
Labor Standards Act.
c. Expense Reimbursement.
i. TDPUD agrees to reimburse Employee for expenses related to the
performance of his duties under this Agreement in accordance with the District Code.
ii. In January 2015, Employee agreed to the terms of a Professional
Development Plan set forth in a Memorandum from TDPUD’s then General Manager to
Employee pursuant to which TDPUD would assist Employee with up to 100% of expenses for
tuition, fees and books for college level courses. The TDPUD Board of Directors will administer
that Memorandum and Professional Development Plan until TDPPUD hires permanent General
Manager.
iii. TDPUD shall reimburse Employee for membership and
participation in any community or civic organizations in which the TDPUD Board of Directors
requires or encourages Employee to participate; provided, that any such reimbursements may not
exceed the amount the Board of Directors budgets for such expenditures, but shall never be less
than the actual costs of membership and participation in any organization in which the TDPUD
requires Employee to participate.
d. Paid Sick Leave Cash-Out Plan. Employee shall retain the rights he
enjoyed as the AGM/WUD under the Paid Sick Leave Cash-Out Plan set forth in the District
Code in terms of the timing of his right to “cash-out” accrued paid sick leave. However, the
hourly rate upon which the amount of said “cash-out” is to be calculated shall be based on the
time served in each position.
5. RESIGNATION AND REINSTATEMENT AS ASSISTANT GENERAL
MANAGER AND WATER UTILITY DIECTOR -- Notwithstanding anything to the contrary
stated herein, during the term of this Agreement, Employee may, upon giving the TDPUD thirty
(30) days’ advance written notice, resign his position as Interim General Manager and return to
the position of and be reinstated as the AGM/WUD. Upon his reinstatement as the AGM/WUD,
he shall enjoy the compensation and benefits for such positions as he received prior to the
Effective Date and as set forth in the District Code.
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a. In the event that Employee returns to the position of and is reinstated as
the AGM/WUD for any reason hereunder, Employee’s salary and benefits shall be adjusted to
match that which would have been in effect at the time he is so reinstated had he not entered into
this Agreement and had, during the term of this Agreement, retained and performed the duties of
his position as AGM/WUD. Any benefits or rights that he enjoyed as the Interim General
Manager shall terminate upon his resumption of his AGM/WUD position. Under such
circumstances, it shall be presumed that during the term of this Agreement Employee did not and
would have not received any salary increases as the AGM/WUD as a result of any performance
evaluations.
b. During the term of this Agreement, the AGM and/or WUD position shall
be considered temporary positions, and, in the event that Employee determines that said
position(s) should be filled in his absence, it shall be communicated as such. It or they shall have
a term lasting no longer than May 31, 2021 and shall be terminable at will. It or they shall be
subject to a written employment agreement or contract containing, at a minimum, the terms
specified herein. The person (“hiree”), if any, hired or appointed to fill said temporary position,
shall be informed in writing that Wright has the right to “bump” said hiree out of the AGM
and/or WUD position(s) should Wright’s employment as Interim General Manager terminate and
Wright therefore be entitled to be reinstated to said AGM and/or WUD position(s).
6. TERMINATION. Notwithstanding anything to the contrary stated herein, the
TDPUD Board of Directors has the right, upon thirty (30) days advance written notice to the
Employee, to terminate Employee’s employment at any time during the term of this Agreement
with or without cause, subject only to the provisions set forth in this Section 6. The parties agree
that Employee serves as the Interim General Manager at the will of the TDPUD Board of
Directors and that this Agreement contains all of the terms and conditions of Employee’s
employment. Employee waives any and all rights that he may have (i) to challenge or appeal any
such termination as the Interim General Manager or (ii) to invoke any due process (procedural or
substantive) rights or protections as conditions to the TDPUD’s right to terminate his
employment as the Interim General Manager hereunder. Except as is provided hereinafter, upon
the TDPUD Board of Directors’ termination of Employee’s employment as Interim General
Manager, Employee shall have the right to be reinstated to the position of AGM/WUD under the
same terms and conditions set forth in Section 5(a), above.
a. Unless sooner terminated hereunder, Employee’s employment as the
Interim General Manager shall terminate on the Expiration Date. However, the parties may
extend the term of this Agreement if, prior to the Expiration Date, the parties renew or extend
this Agreement in writing. Except as is provided hereinafter, upon the TDPUD Board of
Directors’ or Employee’s termination of Employee’s employment as Interim General Manager or
immediately following the Expiration Date without this Agreement having been renewed or
extended as aforesaid, Employee shall have the right to be reinstated to the position of
AGM/WUD under the same terms and conditions set forth in Section 5(a), above.
b. Notwithstanding the foregoing to the contrary, if Employee is terminated
as the Interim General Manager because of a violation of any of the Employer’s policies as set
forth in the District Code, for a reason that constitutes grounds for discipline pursuant to the
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Employer’s policies as set forth in the District Code or conviction of a felony, conviction of a
misdemeanor involving moral turpitude or the entry of a plea of nolo contendre or a plea bargain to
either such crime or crimes, then Employee waives any and all rights that he may have (i) to
challenge or appeal any such termination as the Interim General Manager, (ii) to invoke any due
process (procedural or substantive) rights or protections as conditions to the TDPUD’s right to
terminate his employment as the Interim General Manager, (iii) to be entitled to be reinstated as
the AGM/WUD, and (iv) to severance pay; provided however, that prior to termination of the
Employee’s employment and right to be reinstated as the AGM/WUD, Employee shall have the
right to; (i) challenge or appeal any such termination and his right to be reinstated as
AGM/WUD, and (ii) invoke any due process (procedural or substantive) rights or protections as
conditions to the TDPUD’s right to terminate his employment and right to be reinstated as the
AGM/WUD in accordance with Employer’s policies and District Code applicable to the
AGM/WUD positions.
c. In the event the Employee is convicted of a crime that involves abuse of
his position or office pursuant to Government Code section 53243.4, he must fully reimburse the
Employer for specified costs under Government Code section 53243, et seq., including but not
limited to: (a) if Employee is provided with administrative leave pay pending an investigation,
Employee shall be required to fully reimburse the Employer such amounts paid; (b) if Employer
pays for the criminal legal defense of Employee (which would be in Employer’s sole discretion,
as it is generally not obligated to pay for a criminal defense), Employee shall be required to fully
reimburse the Employer such amounts paid; and (c) if this Agreement is terminated, any
severance pay related to the termination that Employee may receive from the Employer shall be
fully reimbursed to the Employer or shall be void if not yet paid to Employee. For purposes of
this Section, abuse of office or position means either: (i) an abuse of public authority, including,
but not limited to, waste, fraud, and violation of the law under color of authority; or (ii) a crime
against public justice.
7. BONDING. TDPUD shall bear the full cost of any fidelity or other bond required
of Employee as the Interim General Manager under any law or ordinance.
8. PERFORMANCE EVALUATIONS. The TDPUD Board of Directors and
Employee shall define such goals and performance objectives which they determine necessary
for the proper operation of the TDPUD or the attainment of the TDPUD Board of Directors’
policy objectives, and the TDPUD Board of Directors and Employee shall further establish a
relative priority among those various goals and objectives to be reduced to writing. Said goals
and objectives shall be consistent with and, if necessary, be included in the Board of Directors’
Strategic Plan. These objectives shall be obtainable generally within the time limits as specified
and within the annual operating budgets and appropriations provided. The achievement of these
goals and performance objectives shall be considered part of Employee’s performance duties. No
later than the end of January 2021, the TDPUD Board of Directors shall evaluate the
performance of the Employee and establish goals and objectives for his performance hereunder.
9. GENERAL PROVISIONS.
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a. Notices. Any notice to be given by either party to the other shall be in writing and
shall be considered delivered when transmitted either by personal delivery or by mail, registered
or certified, postage prepaid with return receipt requested and properly addressed as follows or
by email and fax (if by email and fax, the notice shall be deemed received on the date sent
provided that there is evidence that the notice was received on that date):
To TDPUD: President of the Board of Directors
Truckee Donner Public Utility District
11570 Donner Pass Road
Truckee, CA 96160
To Employee: Brian Wright
Truckee Donner Public Utility District
11570 Donner Pass Road
Truckee, CA 96160
Any party may change his/its address for purposes of this section by giving the other
party written notice of the new address in the manner set forth above.
b. Waiver. The waiver of any breach of any provision hereunder by either party to
this Agreement shall not be deemed to be a waiver of any other provision or subsequent breach
hereunder, nor shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party marking the waiver.
c. Construction of Terms. The language of all parts of this Agreement shall be
construed according to their plain meaning and shall not be construed for or against either party.
Any rule of construction to the effect that ambiguities are to be resolved against the drafting
party shall not apply in the interpretation of this Agreement or any amendment or exhibits hereto.
d. Severability. If any term, provision, covenant or condition of this Agreement is
held by a court of competent jurisdiction to be unenforceable, void or invalid, in whole or in part,
for any reason, the remainder of this Agreement shall remain in full force and effect. In the event
of such entire or partial invalidity, the parties hereto agree to enter into supplemental or other
agreements to effectuate the intent of the parties and the purpose of this Agreement.
e. Controlling Law, Venue and Attorneys’ Fees. This Agreement shall be
construed in accordance with and governed by the laws of the State of California, with venue
proper only in the County of Nevada, State of California. The prevailing party in any action to
interpret or enforce this Agreement shall be entitled to reasonable attorney fees, cost and expense
in addition to any other relief to which the party may be entitled.
f. Alternate Dispute Resolution. Both parties agree to mediate any dispute or
claim arising between them out of this Agreement which cannot be adjusted by and between
them before resorting to court action. Mediation fees, if any, shall be divided between the
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parties. If either party commences a court action against the other, based on a dispute or claim to
which this paragraph applies without first attempting to resolve the matter through mediation, the
party commencing such action shall not be entitled to recover attorney fees, even if they would
otherwise be available in any such court action.
g. Entire Agreement. This Agreement constitutes the entire Agreement between the
parties pertaining to the employment of Employee by the TDPUD and supersedes all prior and
contemporaneous agreements, representations, promises and understanding of the parties,
whether oral or in writing. No supplement, modification or amendment of this Agreement shall
be binding, unless executed in writing by all parties and this Agreement may not be altered,
amended or modified by any other means. Each party waives their future right to claim, contend,
or assert that this Agreement was modified, canceled, superseded or changed by any oral
agreement, course of conduct, waiver, or estoppel.
h. Other Terms and Conditions of Employment . The Board of Directors, in
consultation with the Employee, may fix any such other terms and conditions of employment
relating to the performance of the Employee, provided the terms or conditions do not conflict
with the provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
first written above.
Truckee Donner Public Utility District: Employee:
_________________________ _______________________________
Christa Finn Brian Wright
President of the Board
Truckee Donner Public Utility District