Bilda Agreement

0.33 MB·English

December 31, 2018

Grace Jones, Chairperson
Board of Public Utities Commission
Norwich Public Uilities

16 South Golden Street

Norwich, Connecticut 08360

Bear Chaimperson Jones:

Pleasa consider this letter as notice that | hereby submit my resignation as
General Manager of Norwich Public Utilities (‘NPL effective on of before April 10,
2019.

As | reflect upon my neat 30 year career as an employes of NPU, | am honored
to have served the City of Norwich, As set forth in your last annual review of my
performance, dated September 25, 2017. | have “dene an outstanding job benefiting
ratepayers and taxpayers greatly.” during my neatly 16 years as General Manager of
NPU through that date. Among the accormplishments cited by your review, ‘NP.
contributed neatly 8100 milan tothe City to help pay for vital Cy services and reduce
taxes" forthe citizens of Norwich. Your evaluation also noted the "near perfect”
recovery that NFU accomplished under my leadership in the "aftermath of Super Storm
Sandy." in 2011, and that between February 2016 and January 2018 | served ae City
Manager at the request of the Mayor and City Council, assuming a ‘crtical role without
any additional compensation ... while maintaining an active role in the oversight of and
management of NPU.” Your review highlighted the fact that my ‘dual-role performance
for the City saved the taxpayers of Norwich more than $200,000." Iam pleased to point
‘ut that the review also detailed ongoing improvements at NPU, including Community
Solar Gardens, expansion of natural gas service throughout the City of Norwich,
modernization of water infrastructure and a large-scale parade of the wastewater
treatment plant. The 2017 evaluation also stated that under my leadership NPU
received ‘the prestigious American Public Gas Association (APGA) System Operational
Achievement Recognition (SOAR) for excellence in operating a gas utlty on numerous
‘occasions," and has been "routinely recognized with the RP3 Award trom the American
Public Power Association which recognizes ubities thal demonstrate high profictency in
{four areas - reliabilty, safety. work force development and system improvement,” an
‘award that "ess than 100 utiltias out of over 2000 public power companies nationwide’
received “and the only ona in Connecticut

‘Thus, a8 my employment with NPU comes to an end, | am proud to have worked
vith an excellent team of employees at NFU and to have brought about (hese
atocomplishments with their assistance and wish thers wil
GENERAL RELEASE AND SETTLEMENT AGREEMENT

PARTIES. This Gonoral Relaase and Sellement Agreement (‘Agree ent") is made
between John F. Bild (‘Bilda’). General Manager of Norwich Public Utilities and tne
City of Norwich Board of Public Utilittes Commissioners, an Agency of the City of
Nonwich (NPUC'). Bilds and NPUC are colleclively teferred ta herein as Ihe "Parties."

GONSIDERATION

A. _ In consideration of all the terms, conditions and underlakings by NPUC and Bild,
NPUG and Bilda agree Io the following terms and conditions:

1. Bila hereby releases NPUC and is directors, officers and emplayees,
(collectively, the "NPUC Re'eased Parties”) from all claims and charges as set forth
below in Paragraph & of this Agreement.

2. NPUG hernby releases Bilda and his hers and executors (collectively, tha
Bilda Released Partes"} from all claims and charges as set forth below in
Paragraph 6 of this Agreement.

B. _In consideration ot all tne terms. condiions and undertakings by NPUC and Gilda,
NPUG and Bilda agree to the ‘ollnwing terms and concitions

1. Bilda shall subrrit a letter of resignation to NPUC dated Devertbes 31, 2018,
with an effective dale no later than Apal 1G, 2019 so as to ensure that Bilds
is able Lo relire with 30 years of credited service. During the interim period
of January 1, 2019 lhrough April 10, 2019, Bilda shall not perform any dulies
associated with his position as General Manager and he shall be paid TEN
{810 00} DOLLARS per month as wages with a per diem caleulation hased
0n20 working days per month. However, NPUC shall coniinue ta provide
employee bensfits to Bilda attributable to his employment with NPUC that
Biida would otherwise be cniiicd to as an employes of NPUC during the
inlerim pesind of January 1, 2019 through April 10, 2018, such as health
insurance benefits Nothing in this Agreement shall provent Bila from
‘working a8 @ consultant duang the period between January *, 2018 and
April 10, 2019, nor shall anything in this Agreement prevent Bilda from
reliring on any date priar to April 10, 2019, should he chuuse to do so.

2, Gilda shall be cansklered o have retired in good standing and as such shall
be entilled °9 all benefits attcbutable to that status, including payment of
accrued sick laava fime, vacation leava time, and pension conttibutions
under both the City of Norwich Merit System Rules, 1883 Revision, as
amended, and the Agrcement between the Gily of Norwich, Connacticut
Board of Public Ulllies Convmissianers and the Gily of Norwich Departmont
‘of Public ilies’ Supervisory Employees’ Association, Inc. Local 8*8,
Council 4. AFSCME, AFL-CIO. In the event ofa conflict between Ihese two
documents, Gilda shall be entitled fo the mora generous benafil, Such
benefits have been calculated as set forth in Exhibit A. NPUC agrees to
pay the accurnulaled sick leave line, accumulated vacalion leave time and
pension contibutions altributable to Bilda’s retiremect in good standing
within seven days of fhe Ettoctive Date of his Agroament. NPL shall pay
tha accumulated sick leave time and avcumulaled vacation leave lima, lass
required deductions for stale income tax and federal income fax al no
greater than the Supplemental Rale, by direct deposit lo Bilda’s bank
COUN

Upon i a's natiication to NPUC af his intended retwement, Bilds shall be
entitled to receive the insurance benefits sel forth in paragraph & of the
Employment Agreement between the Parties daled Oclober 25, 2005, to
‘wil all of hose bevels set forty in “An Ordinance Granting Certain Reliree
Medical insurance Benefits to Non-Bargaining Unit Department Heads"
NPUC shall take appropriate staps tn ensure that Bilda promptly recelvas
this retrement benefit

NPUC acknowledges thal Bilda’s annual earings subject lo pension forthe
‘years 2015, 2016, 2017 and 2018 are accurately set forth in the ‘Pension
Reparts issued by Norwich Public Lilities ta Bila and the City of Narw-ch
‘as sat forth in Exhibit B attached harata,

NPUC acknowledges thal any and all amounts of wages and benefits pais
lo Biida throughout his employment and up fo the etective date of his
sesignation, including annual wages, employment benefits, car allowances,
expense reimbursement, life insurance premium payments, and other wage
Paymants andor compensation, such as banus payments, wore
implemented by NPUC's Board of Directors, cithar as an action of ne Board
pursuant to Chapter il, Scetion 4 of tne City of Norwich Charter, or by
ralitzation by accoplancs ol Bilda’s services, and ihal no action whalsacver
shall be taken by NPUC, directly of indireelly, ta disavow such action of the
Board or ta attempt ta claw back or deny Bilda the benefits of any such
payments. Payments made by Bilda mle the Cily of Norwich’s Deferred
Compensation Plan in accordance with said plan as paycheck contributions
shall be considered “deferred compensalion* under ihe lenns of said plan

NPUC agrees that its Board members vino are appointed to serve as Board
members of the Connecticut Municipal Electric Energy Cooperative
((CMEEC") Board of Directors shall vole to support any moon or resolution
thal entitles Bilda to indemnification or advancement af funds in connection
with the defense of any claim, civil or criminal, related Io Bilda's por service
as a member al the OMEEC Buard of Direclors al the direction of NPUC.

NPUG will pay Bilda the aggragate sum of THRITY TIVE THOUSAND
DOLLARS (835,000.00), as follows:

8. NPUC will issue a check made payable to Biida in the amount
uf EIGHTTEEN THOUSAND ($16,000) DOLLARS, for Bilda’s
claim for compensaioryy damages, including emotional

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distress and toss of enjoyment of hfe ane such amount will be
reporied on as IRS Miscellaneous Income Form 1099 issued
to Bllda checking Bex 3“Olher for such disursement

b. NPUC will issue» creck made payable to Bilda’s counsel
Madsen, Presley & Parenteau LLC, in the amourl of
SEVENTEEN THOUSAND (317.000) DOLLARS for Bilda's
Claims for attomney's fees and cosls, and such amount will be
reported on an IRS Mliscelianeous incame Form 1088 issued
1o Billa and Madsen, Prasiley & Parenteau, LLC checking
Box 3 “Othar" far such disbursement.

& —Bila's counsel shall [umish NPUC wilh a completed and
signed IRS Form W-3 for Bilda and a completed and signed
IRS Form W-B for Madsen, Prestloy & Parentaau LLC.

d. NPUC agrees that the payment of attorneys’ fees and cosis
are intended lo pay for or reimburse altorneys’ fees and costs
lo Bilda in ancordance with 26 U.S.C § 82(a}(20)

@. NPUG agrees that he payments to Bilda and Madsen,
Frestley & Parenleau LLC shall be made ‘within seven (7)
calendar days of (he Effective Date of this Agreement by
delivering said checks lo Jacques J, Pareataau. cfa Madsen,
Presiloy & Parenteau LLG, $05 Huntington Stiect, New
Lontion, Connecticut 08820,

C.__Bilds acknowledges that the consideration describes in paragraph 2.8.7 of this
Agreement is sbove and beyond the other consideration otherwise owed! to Biida under
the lerms of his e-nployment wilh NPUC.

NON-ADMISSION. This Agreement s for the purpose of avoiding controversy and litigation
belween the Parties and does nol cansfitute an admission by NPUC or Bilda in any respect
including, but not limited to, that either NPUC or Bilaa has violated any lawy,infervered with
any rights, breached any obligation or otherwise engaged in any improper ar illegal
‘conduct, and NPUC and Biida cxpressly deny that cithor has engaged in any such conduct,
This Agroement shall not be admissible as evidence in any fedora, stale, municipal or
administralive proceeding. excepl thal NPUC or Bild: may submit this Agreement lo the
appropriate court m the event of a breach or Inreatened breach of this Agreement

NON-DISPARAGEMENT. Billa agrees hal he will aot make any verbal or written
Usparaying, demeaning or defamatory comments, remarks or slalemenks concerning
NPUC, NPUC agrees ihat is directors, afficers, employees and agents shall nol make
any verbal or written disparaging, demeaning or defamatory comments, remarks oF
statamarts cancarning Bilda. In the avant that NPUC raceives a requast (or a veference
fr informafian concerning Bilda's omploymant, NPUG shall confine its rasponse ta
information permitled by the Connecticul Personnel Records Act, Connccticut General
Stalules § 31-1281, Nothing in this Agreemen| shall prevent Charrperson Grace S. Jones
frony providing Bilda with a letter of recommendation upon Bilda's request.

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GENERAL RELEASE BY BILDA Bilda hereby releases, walves, surrenders and
discharges NPUC and al of the NPUIG Released Parttos, bolh individually and
collectwvely, tram all claims, liabilities, demands, and causes af action at lav or equity
knawn or unknown, fixed or contingent, matured or unmacured, which Bilda, Bilda’s heirs,
executors, admmistrators, agents, allomeys. representalives, assigns, or anyone acting
‘on Bilga's behall has, may have, will Nave, oF claims lo have againsl NPUC andor any of
he NPUC Reieased Parties based on avy event or citcums'ance arising ar occurring prior
fa and including the date of Bida’s execution ot this Agreement, including, but not insted
to, any claims relating '¢ Bilda's ernplayment or termination fram employment, any rights
of continuad employment, reinstatement or reomployment, and any costs or allomneys!
foos incurred by Bilda: PROVIDED, HOWEVER, thal Bia ws nol waving, releasing oF
giving up any righis he may have lo West the knowing aad voluntary nature of this
Agreement under the Older Workers Benefit Protection Ac: COWBPA") or fo enforce the
terms of this Agreement; AND PROVIDED FURTHER that Bilda is not waiving or
seleasing any claims for vasted henefls undar any ret-rament, hoallh or pension plan, nor
ig he releasing any claims tat cannot be: lawiully waived, including claims for Worker s
Compensation benekts thal must be approves by the Worker's Compensation
Gommissian pursuant to Connecticut General Statutes § 31-298. Nothing in this
Agreement prohibits Bilda from fing a crarge or complaint with, oF participating in, any
invesligation or proceeding earducled by the EEOC or any other federal, state or local
agency charged with [he enforcement af any laws ‘elated fo employment, although by
Signing this Agreement, Rida waives the right to monetary relief in any such charge or
‘comptaint, except where profited by law. FURTHER, Bilda agrees and understands he
is waiving and giving up any righis and claims against NPUC and all of the NPUC
Released Parlies, both individually and collectively, arising under tederal, slale, or local
constitutions, stalutes, sagulstions, ordinances cr common laws including, but not limited
to, the tollowng: Ihe Gannecticut Fair Empleyment Practices Act, Conn. Gen. Stat, §
468-51 ef seq.; The Connecticut Family Medical Leave Act. Conn. Gen. Stat. § 31-51kk
ef seg.; Conn. Gen. Stat. § 31-5m or § 34-S1q: Conn, Gen, Stal, § 31-200, Tile Vil of
The Civil Rights Act of 1984, as amended by The Civil Rights Act of 1991, 42 U.S.C §
2000e et sen.; the Civil Rights Acts of 1886 and 1871, 42 U.S.C. §§ 1981, 1982, 1983,
41986, and 1986; The Age D.scsimination in Employment Act, as amended by the Older
Workers Reneti Protection Act ('QWBPA"), 23 U.S.C. § 621 af seq. The Equal Pay Act
of 1963, 29 U.S.C. § 206(4); Tha Americans with Disabilities Act, 42 U.S.C. § 12101 at
90g. 42 USC §1395y(0]GNA) of seq.; The Family Medical Leave Act of 1993, 29 U.S.C.
'§ 2601 of seq; any claims under common law or any and all ather claims which may
exist, whether in contract, exoress oF Implied, oral or wrilten, ar i lary, inctuding, but nat
Tinted 40, broach at contract, defamation, breach af an implied covenant of gaod faith
and fair dealing, any clsims of bad fanlh, estoppel. infliction of emotional distress, or any
claim of wrongful or retaliatory discharge. Bilda further agrees lhis Agreement is intended
to be a general release hat permanenily extinguishes all of Bilda’s claims agains, NPUC
and all of the NPUC Released Parlies, both individually and colleclively (except for the
Claims exaressly excluded by the proviso abave), to the fullest extent pewritied by law.

GENERAL RELEASE BY NPUC. NPUC hereby relnases, waivas, surrenders and

‘alscharges Bilda and all of he Bilda Released Partios, both individually anc. cokoctivcly,

from all claims, liabilios, demands, and causes of acton al law or equity, known or
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urknown, fied or contingent, matured or unmaturad, which NPUC, its directors, officers,
‘employees and ageals, assigns, or anyone acting on NPUC's dehalf has, may have. will
ave, or claims to have aga nst Bilda andlor any of the Bilda Released Parties based on
any event ar circumstance arising of ovcurring prior fo and mcluding the date ot NPUG's
execution af this Agrcement, including, but not limited lo, any claims relating to Bida's
‘employment, compensation, o: lerrrination trom employmen|. and any Costs oF atlorneys
[ees incurred by NPUC; PROVIDED, HOWEVER. that NPUC is sat waiving, releasing or
Giving up any rights lo enforce Ite terms of this Agreement. NPUC further agrees thes
Agreement is intended lo be & yeneral release Tsat permanently extinguishes. al: of
NPUC's claims against Gilda and all uf ine Bilda Released Parties, both ino'vidually and
callactivaly, 10 the fullest extent permitted by la

RELEASE AND WAIVER OF AGE DISCRIMINATION CLAIMS. Because this
Agreement includes a release and waWer of claims under the Age Discrimination in
Employment Act (ADEA'}, Gilda 1s entitled ta certain disclosures to ensure Uval his
release and waiver of age ciscrimination claims 1s knowing and voluntary,

8. Bilda is aovised fo consull wilh an allomey before signing this Agreament

b. Bilda has been given a pariod of na less than tweety-one (21] days (twenty.
cone day period’) f<om the date on which he recewed this Agreement to
review and sign the Agreement,

Bild may eleet to sig avd relun this Agecement to NPUC at an earlier
time, Bilda acknowledges thal lo the exlant he agreos to execute this
Agresment prior to the expitation of the twenty-one day poriod, he has
voluntarily anc knowiegly determined not te teke advantage at this right ang
no one has exerted any pressure on him Io execute this Agreement welhout
taking full advantage ol this right Bilda agcees la either notify NPUC of his
decision not to execute this Agreement. upon which tine this Agreemant
shall become nuil and voia, or relum a fully executed counterpart of this
Agreement to NEUC.

d. Even ifBilda signs this Agreement as provided above, he may slll render this
Agreement null aad wid by revoking his signature within seven (7) calendar
days followina te dale lhe signs this Agreement (‘Revocation Peciod’). {f
Bilda decides fo exercise his mht to revake his signalure, ha will so nolily
NPUC by deliverng written revocation such that itis received by NPUC at 18
South Golden Street, Norwich. Connecticut 06360, on or before the
expiration of the Revacation Period

fe This Agreamant shall not be atfective or enforceable unlit the seven-(7) day
Revocation Period has expired (he "Effective Dale"), provided that during
such lime Bild does not rovoke his acceptance, and no payments due
hereunder shar be made pnor lo the Effective Dats. If Bilda revokes this
Agreament, (he parties shalt have no obligalions andor this Agreement, and
this Agreement shall be considered null and void
8B

10.

"

12

13,

14,

IN WITNESS WHEREOF, the Parties afix their signatures

SEVERABILITY. This Agreement shai be consirued and interpreted so ay to be
entorceabie ta the fullest extent permitied by law. The Parties acknowledge that except
for paragraphs 2, 5 and 6, in the event that any ten or provision of this Agreement Is
invalid or unenferceable, that term or provision shalt be deamad sovered and the balance
of this Agreement shall remain in force and effect,

ENTIRE AGREEMENT. This Agreement consitules the full and complete understanding
belween the Partics concerning its subject male: and supersedes any and all prior
agreements oF undersiandiigs with respect toils subject malar.

NO WAIVER OF TERMS. Failure to insist upon strict compliance with any af Ine terms,
covenants, or conditions of Inis Agreement shall not ne deemed a waiver af any such tern,
covenant, or condition, nar shail any failure at any one time or more times be deemed a
waiver or relnquishment al any ather lime or times of any right undar the farms, covenants
‘or conditions hereol.

MODIFICATIONS. No mouificatior. ta or amendment of ins Agreement shall be elfective
unless the same be in a writing duly executed by ihe Parties,

GOVERNING LAW. This Agreemen! shall be deemed lo be made and entered inte in tha
State of Connecticul, and shaltin allrespecis be inte‘preled, enforced and gavemed undor
the laws of Connecticut, without regard to confit of law principles. The parties agree thal
any dispuie arising undar this Agreement shat be resolved in 3 state ar federal court in
Connecticut, and consent to the jurisdiction of such courts

CONSTRUCTION. No party shall be enliflad io have asy warding of this Agreement
Consirued against any other oarly in tha event of any dispute arising in coanection with
Ibis Agreement,

SAPTIONS. The headings ana captions of Uns Agreement are provided for convenience
only aad are intended 10 have no effect in construing or interpreting ths Agraomant

EXECUTION. This Agreement may be executed in one or more counterparis, each a?
‘which whon 50 axectied shall bs deemed to be an eriginel, and all such countemarls
together shall cansiitute but ang and the same instrument

fo this 22" day of January 2018:
JOHN F.

Jotin F. ofa

CITY OF NORWICH BOARD OF PUBLIC
UTLTES coMMISSIONERS

gle) \Bo22

Grace &.“lones,

Its Caairperson
8

By
EXHIBIT A

A. 864 hours sick time.
8, 298 hours vacakan timo.

€. $1,000.00 pension contritutian.
EXHIBIT B

NORWICH PUBLIC UTILITY
PENSION REPORTS
FOR
JOHN BILDA
2015 to 2018
PENSION REPORTS FOR - JOHN F BILDA - 00010

Start Dato: 7/18/1988

EARNINGS THROUGH 12252018 PENSION CONTRIBUTIONS THROUGH 1#DeT0T
Pat Date: owesz01s as avg Date: ovowaa1s 2/1/2015
[Pay cous co wages [Pav eos Wages
[owruno 1.09 soszira| eters 1897.06
HO. 800 sr.9ar-76] [PENSION CONTRIBUTIONS: 1697.09]
| Jrerswy 60,00 9548.29]
sick 12.00 si,a8a.2
ist 1744.00 $168:902.86}
Ivac 266.00 s20.an7.92]
[Pot o.oo 208,218.74
TD CONTRISUTIONS THROUGH 121263075
DEDUCTION TOTAL
JaerER-Tax STPEN 515,058.23]
Tota: 515,058.29]
PRETAX td t4H 53.613.00
Tia 5e2,41029|
aura $194.65 35]
Total sia0.710.24
Hoa: $206,777.5]

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