Contract - Carroll, Scott - 2022-03-28EMPLOYMENT AGREEMENT
(DISTRICT MANAGER)
(SCOTT CARROLL)
(RESTATED 2022)
On this 28th day of March, 2022, the Costa Mesa Sanitary District, a sanitary
district established pursuant to Health and Safety Code Section 6400 et seq., ("District")
and Scott Carroll ("Manager") mutually agree as follows:
RECITALS
WHEREAS, the District hired Scott Carroll as its General Manager after a
competitive search and he began work on January 4, 2010; and
WHEREAS, pursuant to General Manager's Employment Agreement the Board
reviewed his performance every year and provided increases in compensation and
other benefits to General Manager as part of that process; and
WHEREAS, the Board does hereby desire to update General Manager's
compensation to account for cost of living adjustments and to clarify the conditions upon
which the District would pay severance benefits.
NOW, THEREFORE, the parties agree as follows:
AGREEMENT
1. DUTIES
A. District agreed to employ Scott Carroll as the General Manager of the
District to perform the functions and duties of General Manager as specified by District
ordinances, rules and regulations, and as the Board of Directors may determine, and to
perform such other legally permissible and proper duties and functions as the Board of
Directors may from time -to -time assign.
B. General Manager understands that he is to provide all services required
by this Agreement for the compensation set forth and, as the District's chief executive
employee, is not entitled to overtime under the Fair Labor Standards Act.
2. TERM AND NATURE OF EMPLOYMENT
A. The term of General Manager's employment began on January 4, 2010,
and shall continue until terminated by either party in accordance with the provisions set
forth herein or as otherwise permitted by law.
B. General Manager shall serve at the pleasure of, and at the will of, the
Board of Directors. General Manager shall have no property right to the job of General
Manager and shall be entitled to no due process or hearing rights before termination.
Notwithstanding said relationship, General Manager shall have the rights set forth in this
Agreement in the event of termination of employment.
C. General Manager agrees to remain in the exclusive, full-time employ of
District during the term of this agreement, and neither to accept other employment nor
to become employed by any other employer until termination of employment hereunder.
The term of employment hereunder shall not be construed to prevent General Manager
from occasional teaching, writing or consulting performed on General Manager's time off
and not inconsistent with his duties as General Manager hereunder. General Manager
shall keep the District's Board and District Counsel informed of any other employment,
which may conflict with General Manager's duties hereunder.
3. TERMINATION AND SEVERANCE PAY
A. In the event the Board of Directors determines to terminate General
Manager for any reason other than cause, including, but not limited to, change of
organization or reorganization, it agrees to give him 365 days/one year's notice of its
intention to do so. The Board of Directors shall then have the option of allowing
General Manager to work for said three hundred sixty-five (365) days or may advise
General Manager that he is relieved of all duties.
B. In the event that the Board of Directors determines to discontinue
employment of General Manager and to relieve him/her of all duties, and during such
time that General Manager is willing and able to perform his duties under this
Agreement, District agrees to pay General Manager, in addition to any other amounts
that may be due General Manager at the time of separation of employment, payment
equal to (365) days aggregate salary and benefits which District may elect to pay in a
lump sum or monthly for a period of twelve (12) months, subject to the following
conditions.
C. Such severance pay will only be used to compensate General Manager
for such time that he is not gainfully employed in a comparable position with another
employer.
D. No severance pay will be provided if General Manager's employment is
discontinued because of his conviction of a felony or commission of any wrongful act
involving personal gain to him, just cause, insubordination or malfeasance.
4. SALARY
A. District agrees to pay General Manager for his services rendered
hereunder a base salary of ----Two Hundred Seven Nine Hundred Eighty -Two Dollars
and Seven Cents ($207,982.07) per year in installments at the same time as other
employees of the District are paid.
B. In addition, the District agrees that the Board of Directors, shall annually
evaluate General Manager's performance and may consider adjustments to said base
salary and/or other benefits of General Manager in such amounts and to such extent as
the Board of Directors may determine is desirable and appropriate.
5. PERFORMANCE EVALUATION
A. The District shall review and evaluate the Performance of General
Manager in advance of the adoption of the annual operating budget, and at least
annually thereafter in advance of said adoption, and at such other time or times as the
parties deem appropriate. Said review and evaluation may be in accordance with
specific criteria developed by the Board of Directors in consultation with General
Manager. Said criteria may be added to or deleted from as the Board of Directors may
from time to time determine, in consultation with General Manager. Further, the results
of said evaluation shall be memorialized in writing and provided to General Manager
and all members of the Board of Directors.
B. Annually, the Board of Directors, in consultation with General Manager,
shall define such goals and performance objectives, which they determine necessary for
the proper operation of the District and in the attainment of the Board's policy objectives
and shall further establish a relative priority among those various goals and objectives
to be reduced to writing. They shall generally be attainable within the time limitations as
specified in the annual operating budget and appropriations provided.
C. In effecting the provisions of this section, the Board of Directors and
General Manager mutually agree to abide by the provisions of applicable law.
6. HOURS OF WORK AND VACATION
It is recognized that General Manager must devote substantial time in addition to
the normal office hours to the business of the District. In recognition of this fact, District
does hereby grant General Manager the following vacation benefit:
3
A. Vacation bank. On January 4, 2010, General Manager was provided with
a bank of vacation equating to three (3) work weeks (15 days at 8 -hour days). Said
vacation vested and became General Manager's property after Manager had worked
three months.
B. Vacation accrual. In addition to said vacation bank, General Manager shall
begin accruing regular vacation in accordance with District rules on vacation accrual
and shall thereafter earn vacation accordingly. General Manager began accruing on
January 4, 2010.
7. HEALTH INSURANCE
A. From the effective date of this agreement, the District agrees to obtain or
place in effect and make any required premium payments for health
insurance benefits for General Manager, including standard coverage for
accidents, sickness, other medical and dependent group insurance coverage,
including hospitalization, surgical and comprehensive medical insurance. The
coverage provided under this paragraph by the District shall be deemed
satisfied if the District provides group medical insurance coverage equal to or
as a part of the health insurance coverage provided to other District
employees of the District pursuant to policies or other enactments as may be
established by the Board of Directors from time to time. The District shall pay
the same portion of the premium as is paid for District employees. In addition,
District shall pay General Manager the sum of $25 per month towards a
health club or gym membership of General Manager's choice.
B. For a minimum of one year following termination of employment, including
change or organization or reorganization, the District shall continue to pay the
cost of health benefits (as described in A above) not paid by a new employer
or successor employer, after which time General Manager shall be entitled to
such benefits as provided pursuant to the Consolidated Omnibus Budget
Reconciliation Act ("COBRA").
8. RETIREMENT
District participates in the Public Employees Retirement System, and General
Manager shall be entitled to participate and to have the District pay such share of
retirement contribution as is provided for other employees. General Manager shall pay
the full employee contribution, 7%, for his P.E.R.S pension.
9. SUBSCRIPTIONS AND PROFESSIONAL FEES AND DEVELOPMENT
It is anticipated that General Manager will participate in such associations and
organizations as may be necessary and desirable for his continued professional
participation, growth and advancement, and for the good of the District. In that
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connection, the District shall pay for or reimburse General Manager for all approved
expenses and fees incurred in that connection. General Manager shall also be entitled
to payment or reimbursement for travel, meetings and subsistence expenses as are
reasonably necessary to continue the professional development of General Manager
and to adequately pursue necessary official and other functions for the District and other
management, national, regional, state and local governmental groups and committees
thereof which General Manager serves as a member, with concurrence of the Board of
Directors. District also agrees to pay for necessary and related expenses of General
Manager for short courses, institutes and seminars necessary for his professional
development and the good of the District, with the concurrence of the Board of
Directors. The Board of Directors will consider during preparation and adoption of its
budget those expenses reasonably necessary, and as may be reasonably available for
the purposes of this section.
10. VEHICLE ALLOWANCE
General Manager shall be provided with a Four Hundred Dollar ($400.00) -per -
month automobile allowance. Manager shall keep his vehicles fully insured.
• - - • • • - •iTill
A. The Board of Directors, in consultation with General Manager, shall fix any
such other terms and conditions of employment as it may determine from time to time,
relating to performance of General Manager, provided such terms and conditions are
not inconsistent with or in conflict with the provisions of this agreement, District
ordinances, or any other law.
B. All provisions of the District's other ordinances and regulations and rules
of the District (including, but not limited to, District's Personnel Rules and Administrative
Regulations) relating to other fringe benefits and working conditions as they may now
exist or hereafter may be amended, shall also apply to General Manager as they would
to any other salaried employee of the District to the extent such benefits and conditions
are not already provided for in this agreement.
12. NOTICES
All notices pertaining to this Agreement shall be in writing and addressed as
follows:
To District: President
Board of Directors
Costa Mesa Sanitary District
290 Paularino Avenue
Costa Mesa, California 92627
To General Manager: Mr. Scott Carroll
California_
13. ASSIGNMENT
This agreement is not assignable by either the District or General Manager, and
services of General Manager may not be delegated hereunder.
14. GENERAL PROVISIONS
A. The text herein shall constitute the entire agreement between the parties.
B. This agreement shall be binding upon the parties, and their heirs,
executors and successors in interest.
C. This agreement shall become effective January 3, 2022, upon execution
of the parties hereto and continues the preexisting contractual arrangements.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
COSTA MESA SANITARY DISTRICT
President
Secretary
APPROVED AS TO FORM:
District Counsel
Co
SCOTT CARROLL
Signature