Alameda County

Agenda July 10, 2012 Social Services Agency Thomas L. Berkley Square

2000 San Pablo Avenue, Fourth Floor Oakland, California 94612 510-271-9100 I Fax: 510-271-9108

Lori A. Cox ssadirector@acgov.org Agency Director http./lalamedasocialservices.org

May 21, 2012

Honorable Public Authority Administration Building Oakland, CA 94612 ( ~ CO

Dear Public Auiliority Members:CONTINUED FROMJQ~s7:~II~ SUBJECT: Approval of New Three-Year Contract with Charles Calavan,

Executive Director of the Public Authority for In-Home Supportive Services

RECOMNIENDATION:

Submitted at this time is a request to approve a new three-year contract with Charles Calavan to continue services as the Executive Director of the Public Authority for IHSS. It is recommended that your Board:

1. Approve and authorize a three-year contract for services with Charles Calavan (Oakland, CA), for the period July 1,2012 through June 30, 2015; and,

2. Approve any annual cost of living increase that is recommended by the Advisory Board and approved by the Governing Body and given to other Public Authority staff.

SUMMARY/DISCUSSION:

This letter requests action by your board to approve a new three-year contract with Charles Calavan, Executive Director of the Public Authority for IHSS. The State regulations prohibit hiring County staff to fill Public Authority positions. Therefore, all employees currently have payrolled personnel service contracts through Human Resources Management, Inc.

County Counsel has approved the format and content of this contract.

Honorable Public Authority -2- May 21, 2012

SELECTION CRITERIA:

The Executive Director, Charles Calavan, was selected through an open and competitive application and interview process conducted by the Public Authority Advisory Board. Mr. Calavan has been the Director since September 2001. The Public Authority Advisory Board previously approved a/our year contract with Charles Calavan July 1, 2008 through June 30, 2012 which was approved and authorized by your Board on July 22, 2012.

FINANCING:

All funds for this contract in FY 2012-2013 are available within the Public Authority budget for FY 2012-2013. There is no additional net county cost resulting from your Board's approval of this contract.

Sincerely,

Lon . Cox Agency Director

ATT: New Three-Year Contract with Charles Calavan, Executive Director of the Public Authority for In-Home Supportive Services

c: County Administrator County Counsel Auditor-Controller

v:\BoardLetters\20 12\06.26.12 Renewal of PAlIHSS Executive Director Contract

Employment Contract between the Public Authority for mss in Alameda County and To Retain Charles Calavan as Executive Director

Effective July 1, 2012

Recommended by Advisory Board 617/2012

E~LOYMENTAGREEMlliNT

THIS AGREEMENT by and between the Public Authority for IHSS in Alameda County, a public agency referred to below as the "Public Authority", and Charles Calavan is effective July 1,2012 through June 30, 2015.

RECITALS

WHEREAS, the Public Authority is a public agency formed pursuant to Alameda County Ordinance 0-93-81 and California Welfare and Institutions Code Section 12301.6 for the purpose of improving In-home Supportive Services to low-income seniors and individuals with disabilities; and

WHEREAS, the Public Authority agrees to employ Charles Calavan as Executive Director of the Public Authority and desires to continue his employment; and

WHEREAS, Mr. Calavan agrees to accept the position ofExecutive Director pursuant to the terms and conditions of employment set forth in this Employment Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties do agree as follows:

1. TERM OF EMPLOYMENT

1.1 Term. The Public Authority hereby wishes to retain Mr. Calavan to serve as Executive Director, and Mr. Calavan agrees to continue to serve in this capacity from July 1,2012 through June 30, 2015, (the "Term") unless otherwise extended by agreement of the parties for an additional period upon which the parties agree. This Agreement may be terminated before its expiration as set forth below.

2. DUTIES OF E~LOYEE

2.1 Description of Services as Executive Director. Mr. Calavan shall do and perform all services, acts or responsibilities necessary or advisable to manage and conduct the affairs of the Public Authority as provided in the Public Authority's enabling

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ordinance and statute, Alameda County Ordinance No. 0-93-81 and California Welfare and Institutions Code Section 12301.6, as they now exist or as they may be amended from time to time, and in the Executive Director job description and ByLaws of the Public Authority, and as directed or authorized by the Public Authority's Governing Body.

2.2 Devotion ofTime. Mr. Calavan shall devote such time, effort, ability, and attention to the business of the Public Authority during the Term as may be required to perfonn faithfully and fully the duties of Executive Director of the Public Authority. Mr. Calavan shall not be employed by any other person or entity while employed as Executive Director of the Public Authority without the express written permission of an authorized representative of the Advisory Board. Nothing in this Agreement shall be deemed to preclude him from continuing to engage in activities that he has made lrnown to the Governing Body or in intermittent activities for which he may receive honoraria or other benefits.

2.3 Authority as Executive Director. Mr. Calavan shall be responsible and have full authority for the management of the affairs of the Public Authority and the supervision and management of its employees, subject to the rules and policies of the Authority and the general direction of the Advisory Board.

2.4 Ownership ofIntangibles. The Public Authority owns all products developed by the Executive Director, in its facilities, with its equipment, on Authority time. The Executive Director has the right to use the processes, lrnowledge, and skills developed while working for the Public Authority.

3. COMPENSATION

3.1 Salary. The Public Authority agrees to pay Mr. Calavan an annual salary of $91,880 effective July 1,2012 for Mr. Calavan's faithful and diligent performance of the duties, responsibilities and obligations of Executive Director, payable in installments in accordance with the Public Authority's customary payroll practices.

Mr. Calavan shall receive any annual cost of living increase that is recommended by the Advisory Board and approved by the Governing Body and given to other Public Authority staff.

3.2 Deferred Compensation and Retirement Benefits. In addition to his base salary, Mr. Calavan shall receive a payment as a retirement benefit, Equal to 10% of his base pay in the fonn of payments paid to Mr. Calavan, or, at his option, to an appropriate retirement plan designated by Mr. Calavan.

4. EMPLOYEE BENEFITS

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4.1 Health and Welfare Benefits. The Public Authority shall provide to Mr. Calavan and his dependents, at his option, either health and welfare benefits at no cost to him or a cash equivalent of $700 per month added to his compensation. Such benefits may include major medical, vision and dental coverage, subject to the terms and conditions of any such benefit plan and any applicable Public Authority policies.

4.2 Paid Time Off:

4.2.1 Vacation. Mr. Calavan shall accrue twenty (20) days of vacation per year for the Term of this agreement. Mr. Calavan may accrue up to a maximum of forty (40) days of vacation, at which time he will cease to accrue additional vacation until his accrued vacation drops below the maximum. When Mr. Calavan's employment terminates, he shall be paid for any vacation accrued up to the 40 day maximum

4.2.2 Sick Leave. Mr. Calavan shall be entitled to accrue and use paid sick leave per year in accordance with prevailing Public Authority policy established by the Advisory Board. Currently, twelve (12) sick days are provided annually.

4.2.3 Holidays. Mr. Calavan shall be entitled to all recognized Public Authority holidays with full pay. There currently are thirteen holidays annually.

4.3 Other Benefits. Mr. Calavan shall be entitled to submit work-related expenses for approval by the Advisory Board. A County-provided cell phone or reimbursement for use of a cell phone may be provided to Mr. Calavan as well as any other reasonable equipment or support that will contribute to his efficient execution of his job, not to exceed an average of $75 per month.

4.4 Other Benefits. Except as otherwise modified by this Agreement, Mr. Calavan shall be entitled to all other benefits, if any, accorded to other staff of the Authority.

5. TERMINATION AND SEVERANCE PAY

5.1 Termination Upon Notice By Either Party. The Governing Body of the Public Authority has the ultimate legal authority to approve or disapprove this contract and the recommendation of the Advisory Board to hire or terminate the executive director. Except as limited by the other paragraphs of this Section, nothing in this Agreement shall prevent or otherwise interfere with the right of the Public Authority or Mr. Calavan to sever the employment relationship evidenced by this Agreement at any time.

5.1.1 Mr. Calavan agrees to provide sixty (60) days advance written notice of his decision to terminate his employment relationship and this Agreement with the Public Authority. Upon the exercise of this provision, the Public Authority will owe no benefit or salary severance at the effective date of the termination.

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5.1.2 If funding is suspended to the Public Authority by the State of California so as to make the position of Executive Director of the Public Authority unnecessary of impractical, the Public authority ~grees to provide Mr. Calavan with 90 days notice of its intent to terminate this agreement. Mr. Calavan will have the right to receive full payment of his salary and benefits for 90 days after being so notified. No additional benefits or salary pay will be owed by the Public Authority upon or after the effective date of such action.

5.2 In the event the Public Authority elects, without the occurrence of the event described in Section 5.1.2, to terminate this Agreement and "without cause", it shall provide one of the following:

5.2(a) Three months (90 day) written notice to Mr. Calavan and an additional three (3) months full pay and cash equivalent of health care benefits, or

5.2(b) Six (6) months full pay and cash equivalent of health care benefits in lieu of 90 days notice.

5.2.1 Immediately following Mr. Calavan's termination of employment, the additional three (3) or six (6) months pay and cash equivalent for health benefits cited in Section 5.2(a) or 5.2(b), above shall be paid in monthly installments. This severance pay is not intended to be and should not be deemed as a form of salary continuation and the Public Authority will not challenge Mr. Calavan's application for unemployment insurance benefits on those grounds.

5.3 The Public Authority may terminate this Agreement immediately for cause. "For Cause" is defined as any of the following:

5.3(a) Mr. Calavan's willful breach of critical duties, obligations or Policies of the Public Authority that results in significant harm to the agency or its operations;

5.3(b) 5.3(b) Mr. Calavan's material neglect of critical duties or obligations required of the Executive Director that results in significant harm to the agency or its operations;

5.3(c) Mr. Calavan's material violation of written rules and policies of the " Board that result in significant harm to the agency or its operations;

5.3(d) Mr. Calavan's conviction for any criminal acts that result in E significant harm to the agency or its operations; o

I.L. ,g 5.3(e) Mr. Calavan' s commission of any criminal act against the Public ~ Authority such as theft, fraud, misappropriation or embezzlement of funds;

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~ o. No compensation, salary or payment of benefits, of any kind, will be owed or provided to §: ~ the Executive Director by the Public Authority upon or after termination of employment « C "for cause

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6. DISPUTE RESOLUTION

6.1 Binding Arbitration. Except for matters within the exclusive jurisdiction of the Worker's Compensation Appeals Board under Labor Code Section 3600 et seq., the parties agree that all disputes or claims between the parties, including, but not limited to, disputes regarding the interpretation or enforcement of this Agreement or claims for statutory discrimination, retaliation or harassment, shall be resolved through binding arbitration.

6.2 Procedures Applicable to Arbitration:

6.2.1 California Code of Civil Procedure. Binding arbitration shall be conducted pursuant to California Code of Civil Procedure Section 1280 et seq.

6.2.2 Either Party May Initiate. Either the Public Authority or Mr. Calavan may request that a dispute be submitted to arbitration upon written notification to the other party.

6.2.3 Selection of Arbitrator. The Public Authority and Mr. Calavan shall attempt to agree upon an arbitrator. If no agreement can be reached, either party may request that the American Arbitration Association provide a panel of five (5) names of experienced labor and employment arbitrators. Each party shall alternately strike a name until one name remains. Mr. Calavan shall strike first. The remaining panel member shall be the arbitrator.

6.2.4 Arbitrator's Decision. The arbitrator's decision shall be in writing, setting forth the findings of fact, reasoning and conclusions on the issues submitted. Except as provided herein, the arbitrator shall have authority to award any remedy or relief that a court of the State of California could grant in conformity to applicable law. The arbitrator shall offset from an award of compensation any and all amounts the prevailing party has received from collateral sources as compensation for the same injury or breach of contract. The arbitrator shall have the authority to include within the award reasonable attorney's fees of the prevailing party. The arbitrator shall be without power or authority to issue a decision that violates the terms of this Agreement. The decision of the arbitrator shall be submitted to the Public Authority and Mr. Calavan within thirty (30) days of the hearing and shall be final and binding upon the parties.

6.2.5 Costs. All costs for the services of the arbitrator, including, but not limited to, per diem expenses, travel and subsistence expenses, as well as costs for a stenographic reporter, will be borne equally by the parties. All other costs, including attorneys' fees, will be borne by the party incurring the costs.

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7. GENERAL PROVISIONS

7.1 Notices. Any notices to be given hereunder by either party to the other may be effected either by personal delivery in writing or by certified mail, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses indicated below or as changed by written notice delivered in accordance with the Section. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of three (3) business days after mailing.

To the Public Authority: c/o Department of Adult & Aging Services, 6955 Foothill Blvd., 3rd Floor, Suite 300 Oakland, CA 94605

To Mr. Calavan: 2506 Potomac Street Oakland, CA 94602

7.2 Entire Agreement. This Agreement contains all of the covenants and agreements between the parties with respect to the employment by the Public Authority of Mr. Calavan as Executive Director of the Public Authority in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made which are not embodied herein and that no other agreement, statement or promise not contained in the Agreement shall be valid or binding. Any modification of this Agreement will be effective only if in writing and signed by both parties.

7.3 Provisions Severable. If any provision of this Agreement is held to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

7.4 Construction. This agreement shall be governed by and construed in accordance with the laws of the State of California.

7.5 Waiver of Breach. The waiver by one party to this Agreement of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of a subsequent breach by the other party.

7.6 Assignment. Neither this Agreement nor any of the rights hereunder shall be assignable by Mr. Calavan or by the Public Authority.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year fIrst indicated above.

PUBLIC AUTHORITY FOR IHSS IN ALAMEDA COUNT

Date:

Chair, Advisory Board

By:~a~tfi~aL<2--~__ Date: ~"'!-I2-

CHARLESCALAVAN

PUBLIC AUTHORITY FOR IHSS IN ALAMEDA COUNTY

By: _

Date:

President of the Governing Body

Approved as to Form: County Counsel

By: _

Date:

Title:

unty Counsel

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