HomeMy WebLinkAboutOC SAN 24-10RESOLUTION NO. OC SAN 24-10
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ORANGE COUNTY SANITATION DISTRICT APPROVING A
SALARY INCREASE AND SALARY RANGE ADJUSTMENT FOR
THE GENERAL MANAGER FOR FISCAL YEAR 2024/2025
WHEREAS, the General Manager provides organizational leadership, strategic
direction, and agency oversight for Orange County Sanitation District (OC San); and
WHEREAS, the General Manager serves in an at -will employment capacity, which
may be terminated at any time by OC San's Board of Directors with or without cause; and
WHEREAS, it is OC San's philosophy to compensate employee classifications
competitively, which currently can be achieved through alignment with the salary market;
and
WHEREAS, the July 1, 2023, At -Will Agreement with the General Manager
provides that, "OC San's Steering Committee shall meet with General Manager in August
of each year during the term of this Agreement to review and evaluate his performance
over the prior year. The Steering Committee shall make its recommendation(s) to the
Board concerning adjustment to the compensation and/or benefits paid or provided to
General Manager, to be effective in July of the year of review. After consideration of the
recommendation(s) of the Steering Committee, the Board shall determine and approve
the compensation, including benefits, payable to General Manager, which generally
becomes effective July of the fiscal year of the review"; and
WHEREAS, the Steering Committee commenced its review of the General
Manager's performance in June 2024, finalized its review and made its recommendation
to the Board on August 28, 2024.
NOW, THEREFORE, the Board of Directors of the Orange County Sanitation
District, DOES HEREBY RESOLVE, DETERMINE, AND ORDER:
That the At -Will Agreement with the General Manager (Attached hereto as Exhibit
1) setting forth the terms and conditions of his employment, including a salary
increase in the first pay period of July 2024, consisting of a 7.3% salary range
adjustment and corresponding salary increase as determined by the Board of
Directors, is hereby approved to be effective retroactively to the first pay period of
July 2024;
2. That the Board Chair, or his designee, is authorized to implement the changes to
salary range and salary items approved herein.
OC SAN 24-10-1
PASSED AND ADOPTED at a regular meeting of the Board of Directors held
August 28, 2024.
Ryan P. Gallagher
Board Chairman
ATTEST:
sa- r zeaz
Kelly Lo (Aug 29, 2024 09:07 PDT)
Kelly A. Lore, MMC
Clerk of the Board
OC SAN 24-10-2
STATE OF CALIFORNIA
SS
COUNTY OF ORANGE
I, Kelly A. Lore, Clerk of the Board of Directors of the Orange County Sanitation
District, do hereby certify that the foregoing Resolution No. OC SAN 24-10 was passed
and adopted at a regular meeting of said Board on the 28t" of August 2024, by the
following vote, to wit:
AYES: Brad Avery, Debbie Baker, Pat Burns, Doug Chaffee, Jon
Dumitru, Stephen Faessel, Ryan Gallagher, Johnathan Ryan
Hernandez, Stephanie Klopfenstein, Christine Marick, Scott
Minikus, Andrew Nguyen, Robert Ooten, Robbie Pitts, David
Shawver, Schelly Sustarsic, Chad Wanke, Bruce Whitaker,
John Withers, Ted Bui (Alternate) and Tom Lindsey (Alternate)
NOES: None
ABSENT: Joyce Ahn, Rose Espinoza, Farrah Khan and Jordan Nefulda
ABSTENTIONS: None
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal
of Orange County Sanitation District this 28t" of August 2024.
Kelly Lo (Aug 29, 2024 09:07 PDT)
Kelly A. Lore, MMC
Clerk of the Board of Directors
Orange County Sanitation District
OC SAN 24-10-3
SAN
ORANGE COUNTY SANITATION DISTRICT
AT -WILL EMPLOYMENT AGREEMENT
Robert C. Thompson
General Manager
ORANGE COUNTY SANITATION DISTRICT
THIS AT WILL EMPLOYMENT AGREEMENT ("Agreement") is entered into, to be
effective the V day of July, 2024, by and between:
AND
ORANGE COUNTY SANITATION DISTRICT, hereinafter referred to as
"OC San";
ROBERT C. THOMPSON, sometimes hereinafter referred to as "General
Manager"; collectively referred to herein as ("the Parties")
RECITALS
WHEREAS, OC San desires to continue to employ Robert C. Thompson ("Mr.
Thompson"), as General Manager of OC San, pursuant to the terms and conditions as set forth
in this Agreement; and
WHEREAS, Mr. Thompson, by virtue of his education, training and experience, is fully
qualified to fill the position of General Manager and desires to serve OC San as its General
Manager, pursuant to the terms and conditions of this Agreement; and
WHEREAS, per Resolution No. OC SAN 24-10 adopted on August 28, 2024, OC San's
Board of Directors has approved and authorized the Board Chair to execute this Agreement to
include a base building salary increase of 7.3% of his current salary.
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OC SAN 24-10-4
WHEREAS, at the beginning of negotiations of a new Agreement, the parties agreed that
any salary changes agreed to would take effect retroactively to the first pay period of July 2024,
which is the first pay period in the current fiscal year.
NOW, THEREFORE, the Parties hereto agree as follows:
Section 1: OC San hereby continues to employ Mr. Thompson to serve as General
Manager of the Orange County Sanitation District, commencing on the effective date hereof, and
continuing until termination by either Party, as provided in this Agreement.
In that capacity, Mr. Thompson agrees to perform the functions and duties of General
Manager, the administrative head of OC San, as prescribed by the laws of the State of California,
and by the rules, regulations, decisions, and directions of the Board of Directors of OC San
(hereinafter referred to as "Board"). The General Manager's duties may involve expenditures of
time in excess of the regularly established workday or in excess of a forty -hour work week and
may also include time outside normal office hours (including attendance at Board and Committee
meetings). General Manager is classified as an exempt employee under applicable California and
federal wage and hour laws and shall not be entitled to any additional compensation for hours
worked in excess of forty in a work week.
Section 2: Mr. Thompson shall be employed in an "at -will" capacity serving at the sole
pleasure of the Board. This means that either party to this Agreement may terminate the
Agreement at any time for any reason with or without cause, and without hearing, upon 30 days'
notice to the other party. Mr. Thompson is advised and acknowledges that he has none of the
termination rights of a Regular employee of OC San. Except as expressly provided herein, and
as a condition of employment, Mr. Thompson knowingly, willingly and voluntarily gives up, waives,
and disclaims any and all rights he may have, express or implied, to any notice and/or hearing
before or after termination, and/or to any continued employment with OC San after termination.
As an "at -will" employee, Mr. Thompson understands that he may be subject to
termination with or without cause at the sole discretion of the Board, notwithstanding that the
other provisions of OC San's Personnel Policies and Procedures Manual (hereinafter referred to
as "Manual") apply to Mr. Thompson. If OC San terminates employment without cause, Mr.
Thompson shall be given a thirty (30) day Notice of Termination and severance pay in an amount
equal to six (6) months of his then current annual base salary upon Mr. Thompson's execution of
a valid written release of legal claims and expiration of any legally required revocation period.
0-
OC SAN 24-10-5
If OC San terminates this Agreement (thereby terminating Mr. Thompson's employment)
without cause, and Mr. Thompson executes a valid written release of legal claims, the severance pay
is considered a cash settlement related to the termination of Mr. Thompson and waiver of legal claims
and shall be fully reimbursed to OC San by Mr. Thompson if Mr. Thompson is convicted of a crime
involving an abuse of his office or position. Abuse of office or position shall have the meaning set forth
in Government Code 53243.4, as may be amended, of either (1) an abuse of public authority,
including, but not limited to, waste, fraud and violation of the law under color of authority, or (2) a crime
against public justice, including, but, not limited to, a crime described in Title 7 (commencing with
Section 92 of Part 1 of the Penal Code). Mr. Thompson shall reimburse such severance pay to OC
San no later than six (6) months after such conviction. If Mr. Thompson terminates his employment
with 30 days' notice, the Board shall have the right to accept his resignation effective the date notice
is given. Such decision to accept his resignation earlier shall not be considered a termination without
cause and shall not entitle Mr. Thompson to receive the severance pay noted above.
Section 3: The term of this Agreement shall commence on the effective date above and
continue for an indefinite duration, until terminated by either Party pursuant to Section 2 above, or
unless terminated or amended as provided herein.
Section 4: As compensation for the services to be performed hereunder, upon the effective
date of this Agreement, OC San agrees to pay General Manager an annual base salary for services
rendered of three hundred eighty-five thousand, two hundred thirty-six dollars and eighty cents
($385,236.80), subject to all applicable deductions and withholdings of any and all sums required by
then current state, federal or local law, along with deductions of applicable sums the General Manager
is obligated to pay because of participation in plans and programs described in this Agreement, and
paid biweekly in accordance with OC San's established accounting and payroll practices at the same
time and in the same manner as other employees of OC San. No increase in salary may exceed the
compensation permitted by the applicable salary range for the classification established by duly
adopted Resolution of the Board.
Section 5: For the period of this Agreement, OC San shall provide Mr. Thompson with a
fixed benefit package that includes the following:
• Personal Leave — accrued based on years of service for all paid hours, including
hours actually worked and hours in a paid -leave payroll status, on a biweekly
basis in accordance with the Manual. Personal leave accruals shall not exceed
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OC SAN 24-10-6
four hundred forty (440) hours as of December 31 of each year. Any hours in
excess of said limit, will be paid to Mr. Thompson in January in an amount equal
to the hourly rate of compensation.
• Administrative Leave — 40 hours per fiscal year, granted and not eligible for
annual cash out.
• Investment Incentive Salary (IIS) — 6% of base salary applied on a biweekly fiscal
year basis, and a flat amount of one thousand two hundred fifty dollars ($1,250)
annually.
• Deferred Compensation — OC San -paid annual allocation of $1 1,000 allocated
on a biweekly calendar year basis.
• Car Allowance — OC San -paid annual allocation of $8,400 issued on a semi-
monthly basis.
• Medical Allowance — OC San -paid annual allocation of six thousand dollars
($6,000), with any funds not used toward employee portions of insurance
premiums to be returned to the employee in a mutually agreeable manner (such
as flexible spending account contributions or cash payment).
Mr. Thompson's benefit package also shall include benefits consistent with the Manual
for: holiday pay; medical, dental, vision and life insurance at three times base salary; long-term
and short-term disability insurance; and employee assistance program. Additionally, Mr.
Thompson's benefit package shall include executive disability insurance benefits, consistent with
those provided to OC San managers.
These benefits shall remain in full force and effect unless and until replaced by an amendment
to this Agreement, signed by Mr. Thompson and approved by the Board, which amendment shall
include the effective date thereof.
Section 6: OC San's Steering Committee shall meet with General Manager in August of
each year during the term of this Agreement to review and evaluate his performance over the
prior year. The Steering Committee shall make its recommendation(s) to the Board concerning
adjustment to the compensation and/or benefits paid or provided to General Manager, to be
effective in July of the year of review. After consideration of the recommendation(s) of the
Steering Committee, the Board shall determine and approve the compensation, including
benefits, payable to General Manager, which generally becomes effective July of the fiscal year
of the review. Failure of OC San to review and evaluate the performance of the General
9
OC SAN 24-10-7
Manager pursuant to this section shall not affect the right of OC San to terminate the General
Manager's employment and shall not be considered a breach of this Agreement.
Section 7: Mr. Thompson shall be a Participant Member in the Orange County
Employees Retirement System ("OCERS"). OC San shall pay the required employer's
contribution of Mr. Thompson's required employee contribution rate for membership in OCERS
pension Plan H which includes full payment of Employer Paid Member Contribution ("EPMC")
Section 8: OC San shall reimburse General Manager for all expenses paid by him and
incurred for non -personal, job -related OC San business that are reasonably necessary to the
General Manager's service to OC San. OC San agrees to either pay such expenses in advance
or to reimburse the expenses, so long as the expenses are incurred and submitted according to
the criteria established by OC San's budget and/or normal expense reimbursement procedures
pursuant to applicable policy Resolutions. To be eligible for reimbursement, all expenses must be
supported by documentation meeting OC San's policies and requirements and must be submitted
within time limits established by OC San. Such reimbursement shall not be considered a benefit.
Section 9: During the period of this Agreement, it is agreed that General Manager shall
devote his fulltime, skills, labor and attention to said employment. At no time may General
Manager undertake outside activities consisting of consultant work, speaking engagements,
writing, lecturing, or other similar professional activities for money or other consideration without
prior approval of OC San's Steering Committee. However, the expenditure of reasonable amount
of time for educational, charitable, or professional activities shall not be deemed a breach of this
Agreement if those activities do not conflict or materially interfere with the services required under
this Agreement and shall not require the prior written consent of the Steering Committee.
This Agreement shall not be interpreted to prohibit General Manager from making passive
personal investments or conducting private business affairs, provided those activities are not
deemed to be a conflict of interest by state law nor do they conflict or materially interfere with the
services required under this Agreement. Nothing in this At -Will Employment Agreement shall be
construed to prevent General Manager from engaging in lawful conduct outside of working hours
that does not materially interfere with General Manager's employment.
Section 10: The Board has the sole discretion to determine whether OC San shall pay
General Manager pending an investigation into any alleged misconduct by General Manager. In
the event that OC San's Board determines, in its sole discretion, that it is in the best interest of OC
5
OC SAN 24-10-8
San for General Manager to be placed on paid administrative leave pending such an investigation,
General Manager shall fully reimburse any salary provided for that purpose if the misconduct for
which the General Manager was under investigation results in the General Manager being
convicted of a crime involving an abuse of his office or position as defined in Section 2 of this
Agreement. General Manager shall reimburse such salary to OC San no later than six months after
such conviction.
Section 11: In the event that OC San provides funds for the legal criminal defense of
General Manager, General Manager shall fully reimburse said funds to OC San if the General
Manager is convicted of a crime involving an abuse of his/her office or position as defined in Section
2 of this Agreement. General Manager shall reimburse such criminal legal defense fees to OC San
no later than six months after such conviction.
Section 12: Other employment benefits for General Manager not specifically provided for
in this At -Will Employment Agreement are set out in the Manual.
Section 13: This Agreement supersedes any and all other prior agreements, either oral or
in writing, between the Parties hereto with respect to the employment of Mr. Thompson by OC San
and contains all of the covenants and agreements between the Parties with respect to that
employment in any manner whatsoever. Each Party to this Agreement acknowledges that no
representation, inducement, promise, or agreement, orally or otherwise, has been made by any
Party, or anyone acting on behalf of any Party, which is not embodied herein, and that no other
agreement, statement, or promise not contained in this Agreement or Employment shall be valid
or binding on either Party.
Section 14: Any notices to be given hereunder by either Party to the other shall be in
writing and may be transmitted by personal delivery, or by mail, registered or certified, postage
prepaid, with return receipt requested. Mailed notices shall be addressed to the Parties at the
addresses maintained in the personnel records of OC San, but each Party may change that
address by written notice in accordance with this Section. Notices delivered personally shall be
deemed communicated as of the date of actual receipt; mailed notices shall be deemed
communicated as of the date of mailing.
Section 15: Any modifications of this Agreement will be effective only if set forth in writing
and signed by the Parties.
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OC SAN 24-10-9
Section 16: The failure of either Party to insist on strict compliance with any of the terms,
covenants, or conditions of this Agreement by the other Party, shall not be deemed a waiver of
that term, covenant, or condition, nor shall any waiver or relinquishment of any right or power at
any one time or times be deemed a waiver or relinquishment of that right or power for all or any
other times.
Section 17: If any term or other provision of this At -Will Employment Agreement is
determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced
by any rule of law or public policy, all other terms, provisions and conditions shall nevertheless
remain in full force and effect. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify
this Agreement so as to affect the original intent of the Parties as closely as possible to the fullest
extent permitted by applicable law in an acceptable manner to the end that the transactions
contemplated hereby are fulfilled to the extent possible.
Section 18: This Agreement shall be governed by and construed in accordance with the
laws of the State of California and all applicable ordinances, policies and resolutions.
Section 19: General Manager acknowledges that he has had the opportunity and has
conducted an independent review of the financial and legal effects of this Agreement. General
Manager acknowledges that he has made an independent judgment upon the financial and legal
effects of the Agreement and has not relied upon representation of OC San, its elected or
appointed officers and officials, agents or employees other than those expressly set forth in this
Agreement. General Manager acknowledges that he has been advised to obtain, and has availed
himself of, legal advice with respect to the terms and provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this At -Will Employment
Agreement as follows.
"OC SAN"
ORANGE COUNTY SANITATION DISTRICT
"GENERAL MANAGER"
2e6a�tme,L 09/02/2024
7
Robert C. Thompson Date
OC SAN 24-10-10
CHAIR, BOARD OF DIRECTORS
M
08/30/2024
Ryan P. Gallagher Date
APPROVED AS TO FORM:
GENERAL COUNSEL
08/30/2024
Scott C. Smith Date
OC SAN 24-10-11
Resolution No.
Final Audit Report
OC SAN 24-10
Created: 2024-08-29
By: Kelly Lore (klore@ocsan.gov)
Status: Signed
Transaction ID: CBJCHBCAABAAf65NrY1GyiCgvp_JpgfAMjeBudOH3vAU
"Resolution No. OC SAN 24-10" History
Document created by Kelly Lore (klore@ocsan.gov)
2024-08-29 - 3:57:55 PM GMT- IP address: 65.206.195.5
2024-08-29
Document emailed to Ryan Gallagher (rgallagher@mknassociates.us) for signature
2024-08-29 - 3:58:41 PM GMT
Email viewed by Ryan Gallagher (rgallagher@mknassociates.us)
2024-08-29 - 3:59:37 PM GMT- IP address: 40.94.30.254
1 Document e-signed by Ryan Gallagher (rgallagher@mknassociates.us)
Signature Date: 2024-08-29 - 4:04:36 PM GMT - Time Source: server- IP address: 98.164.216.250
Document emailed to Kelly Lore (klore@ocsan.gov) for signature
2024-08-29 - 4:05:35 PM GMT
E1 Document e-signed by Kelly Lore (klore@ocsan.gov)
Signature Date: 2024-08-29 - 4:07:23 PM GMT - Time Source: server- IP address: 65.206.195.5
Agreement completed.
2024-08-29 - 4:07:23 PM GMT
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OC SAN 24-10-12
Thompson,
7-1-2024
Final Audit Report
Robert - Employment Agreement
Created: 2024-08-29
By: Kelly Lore (klore@ocsan.gov)
Status: Signed
Transaction ID: CBJCHBCAABAAi04fuSX8K2_27gRFGFS3k2CR19Tugi_t
2024-09-02
"Thompson, Robert - Employment Agreement 7-1-2024" History
Document created by Kelly Lore (klore@ocsan.gov)
2024-08-29 - 3:30:35 PM GMT- IP address: 65.206.195.5
P4 Document emailed to Scott Smith (scott.smith@bbklaw.com) for signature
2024-08-29 - 3:31:59 PM GMT
'Aa Document e-signed by Scott Smith (scott.smith@bbklaw.com)
Signature Date: 2024-08-30 - 8:19:59 PM GMT - Time Source: server- IP address: 74.116.243.2
P+ Document emailed to Ryan Gallagher (rgallagher@mknassociates.us) for signature
2024-08-30 - 8:20:01 PM GMT
Email viewed by Ryan Gallagher (rgallagher@mknassociates.us)
2024-08-30 - 8:32:29 PM GMT- IP address: 104.28.111.146
a Document e-signed by Ryan Gallagher (rgallagher@mknassociates.us)
Signature Date: 2024-08-30 - 8:32:57 PM GMT - Time Source: server- IP address: 104.28.85.166
P4 Document emailed to Rob Thompson (rthompson@ocsan.gov) for signature
2024-08-30 - 8:32:59 PM GMT
Email viewed by Rob Thompson (rthompson@ocsan.gov)
2024-09-02 - 3:19:06 PM GMT- IP address: 104.47.64.254
64 Document e-signed by Rob Thompson (rthompson@ocsan.gov)
Signature Date: 2024-09-02 - 3:31:50 PM GMT - Time Source: server- IP address: 47.179.19.5
Q Agreement completed.
2024-09-02 - 3:31:50 PM GMT
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