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HomeMy WebLinkAboutSpecial Meeting Truckee Donner Public Utility District Post Office Box 309 • 11570 Donner Pass Road • Truckee, California 95734 (916) 587-3896 SPECIAL MEETING Monday, April 2, 1984 6:30 P.M. TDPUD Board**oom A G E N D A 1. Call to order 2. Roll call 3. Adjourn to closed session for the purpose of discussing personnel matters 4. Return to public session; possible action resulting from closed session 5. Adjournment C E R T I F I C A T I O N I hereby certify that the foregoing agenda has been posted in the District office and Government Center, provided to the U. S. Post Office and County Library for posting, and mailed to the Directors and interested parties on Thursday, March 29, 1984. i Susan M. Craig, Deputy District ler}c SPECIAL MEETING April 2, 1984 The special meeting of the Board of Directors of the Truckee Donner Public Utility District was called to order by President Maass at 6:32 P.M_ in the District offices. ROLL CALL: Directors Cooley, Corbett, Duffy and Maass were present; Direc- tor Hamilton was absent due to illness. 4 CONSULTANTS PRESENT: Counsel John Phelps and Interim Manager Mark Schinman were present. OTHERS PRESENT: There were no others present. CLOSED SESSION At 6:33 P.M. , the meeting was adjourned to closed session. RETURN TO PUBLIC SESSION The Board returned to public session at 6:59 P.M. Personnel matters were discussed during closed session; no action was taken. ADJOURNMENT The meeting was adjourned at 6:59 P.M_ TRUCKEE DONNER PUBLIC UTILITY DISTRICT By J s A. Maass, President Susan M. Craig, Deputy D119trict Clerk for Mark A. Schinman, Interim Manager 4/2/84 Pg_ 1 r LAW OFFICE OF PORTER, SIMON AND GRAHAM PROFESSIONAL C O R P O R AT I O N MASONIC BUILDING DAMES L. PORTER, JR. JAMES L. PORTER, JR. PHILIP A. OLSEN DAMES ERNEST SIMON COMMERCIAL ROW MICHAEL E, GRAHAM POST OFFICE BOX 2819 M ITTED IN JOHN M. PHELPS TRUCKEE, CALIFORNIA 95734 CAUFoaNIA I NEVADA PHILIP A. OLSEN (916) 587-3862 JOHN T. WARD �.. March 26 , 1984 RECT MAR 27 1984 COPIES TO: BOARD: MANAGER: Mark Schinman Interim General Manager Truckee Donner Public Utility District P. O. Box 309 Truckee, California 95734 Re: Employment Agreement Dear Mark: I have enclosed a draft of a Management Employment Agreement for the District' s use in connection with Peter Holzmeister. I was unsure of the particular type of termination clause that the District was interested in. In my discussion with you, we concluded that the Agreement should be drafted to provide that the new General Manager would serve at the pleasure of the Board, and I have so provided in Paragraph 5 of the enclosed Agreement. If the District wishes to have the Agreement drafted so that the General Manager would not serve at the pleasure of the Board, but instead would serve for a fixed term, then those changes can be made. However, I will need some guidance from the District with respect to the type of termination provision that would be appropriate. I have enclosed some alternative termination provisions that I have used in other types of agreements. Please call if you have any questions at all. Very truly yours, PORTER, SIMON AND GRAHAM Professionaal�Corporation JMP:cjg O N M. PHELPS U Enclosures cc: Board of Directors i ry MANAGEMENT EMPLOYMENT AGREEMENT This Agreement is entered into as of the day of , 1984, by and between the Truckee Donner Public Utility District, a local public agency of the State of California (the "District") and Peter L. Holzmeister (the "Employee") , with respect to the following facts: A. The District is formed and operates pursuant to the Public Utility District Act, Public Utilities Code §§15501 et seq. B. Public Utilities Code §16113 provides that the District may appoint a general manager, whose responsibilities and powers are described in Public Utilities Code §16114. C. The Employee is experienced in the management of public entitles, including entities provided water and electrical service. D. The District desires to hire Employee as its general manager, and the Employee desires to accept such employment, subject to the terms and conditions set forth herein. WHEREFORE, the parties hereto agree as follows: 1. Employment. The District hereby hires Employee, and Employee accepts employment with the District, upon the terms and conditions set forth herein. 2. Duties. Employee shall work full time for the District as its general manager. Subject to such restrictions as -1- the District may impose , the Employee shall have full charge and control of the construction of the works of the District and their maintenance and operation. The Employee shall report to the Board of Directors of the District (the "Board") in accordance with such rules and regulations as it may adopt. The Employee shall perform such other services as the District may determine from time to time. The Employee shall perform such services with due diligence and in the best interests of the District. 3. Additional Duties. The Employee shall endeavor to maintain and improve his professional competence by all available means including subscription to and reading of appropriate periodicals , maintenance of membership in appropriate professional organizations, and attendance at professional meeting at the local , state and national level, with prior District approval. Expense of such subscriptions, memberships and attendance is to be borne by the District, subject to prior District approval. 4. Relations With The Public. The Employee acknowledges that the position of general manager is a position of high visibility before the public. The Employee shall conduct himself before the public, both during and outside of regular working hours, in a manner that reflects favorably upon the Employee and the District. -2- 5. Term; At Pleasure Of The Board. The Employee acknowledges that, pursuant to Public Utilities Code §16112 , he serves a general manager of the District at the pleasure of the Board. The Employee acknowledges that there is no fixed term to this Agreement. 6. Compensation. So long as this Agreement is in effect, the Employee shall receive the following compensation: (a) Salary. As compensation for the proper and satisfactory performance of all duties to be performed by Employee hereunder, the District shall pay to the Employee a base salary of $60,000 per year, payable in 24 equal monthly installments, in arrears on the and day of each month, less required deductions for state and federal withholding tax, social security and other such Employee taxes. (b) Vacation. The Employee shall be entitled to working days of annual vacation with pay, exclusive of holidays. (c) Holidays. The Employee shall be entitled to the same paid holidays as is provided to other District employees at the time of the execution of this Agreement. (d) Health Insurance. The Employee shall be entitled to the same health insurance benefits as are presently provided to District employees at the time of the execution of this Agreement. -3- (e) Disability Insurance. The Employee shall be entitled to the same disability insurance benefits as are presently provided to District employees at the time of the execution of this Agreement. (f) Sick Leave. The Employee shall be entitled to the same number of days of paid sick leave per year as is provided to District employees at the time of the execution of this Agreement. (g) Pension. The Employee shall be entitled to the same pension benefits as are provided to District employees at the time of the execution of this Agreement. (h) Automobile. The District shall furnish to the Employee an automobile for use in connection with the performance of his duties , and for use in traveling between his home and the District office. The District shall pay all operational and maintenance expenses of the automobile, including insurance. Accept as set forth above, and in emergencies, the automobile shall not be used by the Employee for personal traveling. (i) Reimbursement Of Expenses. The District shall reimburse the Employee for all actual and necessary expenses incurred by the Employee within the scope of employment and while representing the District. (j) No Accumulation. The benefits described in this Paragraph No. 6 accrue on an annual basis, and Employee -4- shall not be entitled to accumulate unused vacation, holidays, sick leave , and other benefits from year to year, without the prior written approval of the District. Further, Employee shall not be entitled to receive payments in lieu of said benefits, nor shall Employee be entitled to any compensation or payment for said benefits prorated to the date of termination of this Agreement, without the prior written consent of the District. 7. Medical Examination. if requested by the District, Employee shall have a comprehensive medical examination during the first six months of the term hereof and at least once every two years thereafter, and shall file promptly a report of said medical examination with the District. All costs and expenses of said medical examination and report shall be paid by the District. 8. Performance Objectives. On or before , 1984, the Employee shall meet with the Board to establish the Employee' s performance objectives for the following year. On or prior to of each succeeding year, the Employee shall meet with the Board to establish performance objectives for the next succeeding year. Performance objectives shall be reduced to writing and shall be based upon the duties and responsibilities set forth in this Agreement, and other criteria mutually agreed upon by the Employee and the Board. -5- 9. Review of Performance. Prior to of each year, the Board shall evaluate the performance of the Employee according to a format provided by the Employee and approved by the Board. In the event the Board determines that the performance of the Employee is satisfactory, the Board shall so state in writing. In the event that the Board determines that the performance of the Employee is less than satisfactory, the Board shall describe in written detail the unsatisfactory performance including specific instances where appropriate. Each area ranked unsatisfactory shall be supplemented with recommendations for improvement. The Employee may respond orally or in writing to the Board regarding the evaluation. 10. District Responsibility. The District Board of Directors has primary responsibility for formulating and adopting °^ District policies. The Employee is the general manager of the District and has a primary responsibility for execution of District policy. The parties shall cooperate fully to assist one another in satisfying these responsibilities, and shall not interfere with nor usurp the responsibilities of the other party. 11. Other Employment. Should the Employee voluntarily seek employment elsewhere during the term of this Agreement, he shall immediately indicate, in writing, to the District his intentions to do so and the reasons for taking such action. Should the Employee receive unsolicited offers of employment or requests to be a candidate for other employment, he -6- C�/D shall immediately notify the District, in writing, if he intends to pursue any such offers or requests. 12. Non-Assignability. Neither this Agreement, nor any interest herein, shall be assigned, transferred, hypothecated or otherwise conveyed by either party. 13. Attorneys Fees. In the event of any litigation concerning any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or the breach thereof, or the interpretation thereof, the prevailing party shall be entitled to recover reasonable expenses, attorneys fees, and costs incurred therein. 14. Entire Agreement. This Agreement contains the entire agreement of the parties hereto , and supercedes any prior written or oral agreements between the them concerning the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written, between the parties hereto relating to the subject matter contained in this Agreement which are not fully expressed herein. The provisions of this Agreement may be waived, altered, amended or repealed in whole or in part only upon the written consent of all parties to this Agreement. 15. Governing Law. The construction of this Agreement, and the rights and liabilities hereto, shall be governed by the laws of the State of California. -7- 16. Forum. Any litigation to enforce or interpret the provisions of this Agreement or the parties' rights and r^ liabilities arising out of this Agreement, or the performance hereunder shall be maintained only in the Nevada County, California Superior Court. TRUCKEE DONNER PUBLIC UTILITY DISTRICT y= PETER L. HOLZMEISTER JAMES A. MAASS, President of the Board of Directors -s- ALTERNATIVE CLAUSES FOR TERMINATION OF E14PLOYLILNT AGREEMENT 1. Employer may terminate this agreement at any time and for any reason without prior written notice. 2. Either party may terminate this agreement at any time and for any reason by giving to the other party written notice at least sixty (60) days prior to such termination. 3. Employer may terminate this agreement at any time without prior written notice in the event that the services rendered by Employee are unsatisfactory to Employer. 4. Employer may terminate this agreement at any time without prior written notice in the event that the services rendered by Employee are unsatisfactory to Employer, provided that Employer shall pay to Employee termination pay in the sum of one month' s compensation, plus any unpaid compensation for services previously rendered. 5. Employer may terminate this agreement without prior written notice in the event Employer, in its sole discretion, determines that Employee is in violation of any of the ethics , regulations, or laws governing the practice of medicine in the hospital, including without limitation, all applicable rules and regulations of the California Board of Medical Quality Assurance, all federal, state or municipal statutes or ordinances , and all rules and regulations of the American Medical Association, the California Medical Association, the San Diego County Medical Society, and this hospital. 6. This agreement- may be terminated by Employer without prior written notice in the event of a material breach by the Employee of Employee' s obligations under this agreement. 7. This agreement may be terminated by Employer in the event of a material breach by the Employee of Employee' s obliga- tions hereunder, provided that written notice of such breach is delivered to the Employee at least ten (10) days prior to any such termination and such breach is not cured within said ten (10) day period. 8. This agreement may be terminated by either party in the event of a material breach by the other party, provided that written notice of such breach is delivered to the breaching party at least ten (10) days prior to any such termination and such breach' is not cured within said ten (10) day period. ! 7 - 9. This agreement shall terminate automatically upon the death or permanent disability or incapacity of Employee. 10. This agreement may be terminated by Employer in the event Employee becomes unable for any reason whatsoever to perform Employee ' s duties hereunder for a period or periods aggregating more than two months during any consecutive twelve �^ month period. -- --- 11. In the event of Employee's incapacity for work here- under by reason of sickness, accident, disability, or for any other reason, for a period of six consecutive weeks, Employer may, without prior written notice, terminate this agreement upon payment to Employee of any unpaid compensation due up to and including such state of termination. 12 . This agreement shall be extended automatically for an additional one (1) year term unless either party elects not to extend the term of this agreement by giving to the other party at least sixty (60) days prior written notice of such election. -2-