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HomeMy WebLinkAboutResolution 2008-095 employment agreement with gilbert davidsonMARANA RESOLUTION N0.2008-95 RELATING TO EMPLOYMENT; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN EMPLOYMENT AGREEMENT WITH TOWN MANAGER GILBERT DAVIDSON. WHEREAS. the Town Council is authorized to appoint a Town Manager pursuant to A.R.S. § 9-239 and Marana Town Code sections 3-1-2 (A) and 3-2-1; and WHEREAS Gilbert Davidson's education, training and experience qualify him to provide the professional services sought by the Town in a Town Manager; and WHEREAS by motion adopted on July 1, 2008, the Town Council appointed Gilbert Davidson to the position of Town Manager effective July 11, 2008; and WHEREAS the Town desires to establish the terms and conditions of Gilbert Davidson's employment as Town Manager. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that the Mayor is hereby authorized to execute, and the Town's staff is hereby directed and authorized to undertake all other and further tasks. required to carry out the terms and obligations of the employment agreement between the Town of Marana and Gilbert Davidson attached to and incorporated by this reference in this resolution as Exhibit A. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 15th day of July, 2008. ~.. Mayor d Honea ATTEST: ocelyn Bronson, Town Clerk {00010126.DOC /} Town FORM: 7/8/2008 5:06 PM FJC TOWN MANAGER'S EMPLOYMENT AGREEMENT BETWEEN THE TOWN OF MARANA AND GILBERT DAVIDSON This Employment Agreement (this "Agreement") is entered into by and between the TowN OF MARANA, an Arizona municipal corporation (the "Town") and GILBERT DAVIDSON (the "Town Manager"). The Town and the Town Manager are collectively referred to in this Agreement as the "Parties," and each is sometimes individually referred to as a "Party." RECITALS A. The Town Council is authorized to appoint a town manager pursuant to A.R.S. § 9-239 and Marana Town Code sections 3-1-2 (A) and 3-2-1. B. The Town Manager's education, training and experience qualify him to provide the professional services sought by the Town. C. By motion adopted on July 1, 2008, the Town Council appointed the Town Manager to the position of town manager of the Town effective July 11, 2008. D. The Parties desire to set the terms and conditions of the Town Manager's employment. AGREEMENT Now, TxEREFORE, in consideration of the mutual promises made in this Agreement, the Parties agree as follows: Article 1. Employment 1.1. Term. This Agreement shall be effective upon its approval by the Town Council and shall continue in full force and effect unless and until it is terminated by either Party. 1.2. Severance Provision Term. The provisions of paragraph 4.1 below relating to the payment of severance shall automatically terminate on the date of the first meeting of the Town Council after Council Members who are elected in the spring 2009 elections take office (approximately June 1, 2009). The then-sitting Town Council may reinstate or readopt a severance provision. Article 2. Duties and Performance 2.1. Standards of Performance. The Town Manager shall render professional Town management services to the Town. The Town Manager shall be under the administrative supervision and control of the Town Council, subject to his compliance at all times with federal, state and local law, and the International City/County Management Association Code of Ethics. 2.2. Full-Time Work. The Town Manager shall devote his full working professional time and attention to the management of the Town of Marana. During his employment by the Town, the Town Manager shall not, without written consent of the Town, directly or indirectly render services of a professional nature to or for any person or firm for compensation, or engage in any practice or professional endeavor that compromises the interests of the Town. However, the {00010114.DOC / 2} 7/15/2008 4:43 PM TOWN MANAGER GILBERT DAVIDSON EMPLOYMENT AGREEMENT -1- expenditure of reasonable time and resources for civic, community, non-municipal political or professional activities shall not be deemed a breach of this provision. 2.3. Residency. The Town Manager agrees to reside within the Town limits of Marana. 2.4. Annual Goals and Objectives. Annually, the Town Council and the Town Manager shall define such goals and performance objectives that they determine necessary for the proper operation of the Town and in the attainment of the Town Council's policy objectives and shall further establish a relative priority among those various goals and objectives. The goals and objectives shall be reduced to writing. The goals shall generally be attainable within the time limitations as specified and the annual operating and capital budgets and appropriations. The first goals and objectives shall be established within six months of the date of this Agreement and annually thereafter as part of the budget process. Article 3. Compensation and Benefits 3.1. Salary. The Town shall pay the Town Manager an annual salary of $148,000, beginning on the effective date of this Agreement. 3.2. Cost of Living_ Adjustments. The Town Manager shall be entitled to receive the same cost of living adjustments that other Town employees receive. 3.3. Deferred Compensation. The Town shall execute all necessary documentation allowing the Town Manager to enroll in a qualified deferred compensation plan and the Town shall contribute an amount equal to 5% of the Town Manager's annual salary, as it may be adjusted based on paragraph 3.2 above. 3.4. Ex enses. The Town shall reimburse the Town Manager for all reasonable travel and business expenses incurred by the Town Manager in the performance of his duties, in accordance with the general policies of the Town. Reasonable business expenses shall include, but are not limited to, costs incurred to meet and dine with individuals and groups involved in or sought out to be involved in Town development or economic development activities. The Town shall pay for the Town Manager's attendance at a reasonable number of professional or municipal conferences, specifically including reimbursement for professional association dues and one annual International City/County Management Association (ICMA) conference and appropriate State professional conferences. The Manager is encouraged to participate in civic activities. The Town shall sponsor and pay for membership dues and fees for the Manager's involvement in local service organizations. 3.5. Errors and Omissions Insurance and Indemnification. Throughout the term of this Agreement, the Town shall maintain a professional errors and omissions insurance policy, with policy limits of not less than $1,000,000, which protects the Town Manager from all claims arising out of the performance of the Town Manager's duties within the scope of his employment. Additionally, the Town shall indemnify, defend, and hold the Town Manager harmless from all liability for damages, court costs, litigation expenses, and attorney fees which arise out of acts or omissions of the Town Manager committed within the course and scope of the Town Manager's employment. The Town Manager shall have the rights set forth under Town Code Section 2-10-2 as it currently exists, and any amendment that limits or reduces the protection of the Town Manager during the duration of this Agreement shall not apply. {00010114.DOC / 2} 7/15/2008 4:43 PM TOWN MANAGER GILBERT DAVIDSON EMPLOYMENT AGREEMENT -2- 3.6. Liability Coverage. The Town shall maintain comprehensive liability coverage effectively covering the Town Manager against any and all claims associated with the reasonable performance of the Town Manager's responsibilities within the scope of his employment. 3.7. Fidelity Bond. The Town shall bear the full cost of any fidelity or other bonds required of the Town Manager. 3.8. Holidays. The Town Manager shall be entitled to the same paid holidays to which other employees of the Town are entitled, as provided in the Personnel Policies and Procedures. 3.9. Personal Leave. The Town Manager shall be entitled to the same personal leave allocations as are afforded to department directors of the Town, as provided in the Personnel Policies and Procedures, including the additional 40 hours of personal leave authorized by Section 4-11-1, paragraph B, of the Town's Personnel Policies and Procedures. 3.10. Vacation Leave. The Town Manager shall accrue vacation leave at the rate of 6.15 hours per pay period, and upon termination of employment receive pay for accrued but unused vacation leave in the same manner and amount as provided for all other Town employees under the Town's Personnel Policies and Procedures. The 240-hour cap on vacation leave established by Section 4-10-3, paragraph D shall not apply to the Town Manager, and is hereby replaced with a total vacation leave accrual cap of 350 hours. 3.11. Tuition Reimbursement. The Town shall provide the same tuition reimbursement to the Town Manager as is available generally to Town employees under Policy 6-1 of the Town's Personnel Policies and Procedures. The Mayor shall perform all functions normally undertaken by the department head, human resources director or town manager under Policy 6-1 for purposes of reviewing and approving tuition reimbursement requests by the Town Manager. 3.12. Use of Town Vehicle. The Town Manager's duties require that he shall at all times during his employment with the Town have use of an automobile provided to him by the Town for Town business. The Town Manager may transport guests of the Town Manager within or outside the Town's corporate limits. The Town Manager is permitted to make incidental personal use of the Town Vehicle, including by way of example stopping for personal business on the way to or from official Town business. 3.13. Health and Other Insurance; Retirement Plan; Other Benefits. Except as otherwise amended or expanded by this Agreement, the Town Manager shall receive all insurance, retirement, and other benefits afforded to all other Town employees. 3.14. Work Hours. The Town recognizes that the Town Manager must devote a great deal of time outside normal office hours to the business of the Town. The Town Manager may adjust his office hours as he shall deem appropriate so long as he is reasonably available and the management of the Town is not harmed. Article 4. Termination. 4.1. Termination by the Town for Convenience. If the Town Manager is terminated by the Town for any reason other than "for cause" (see paragraph 4.2 below), the Town shall pay the Town Manager a lump sum severance payment equal to six months salary, as it may be adjusted based on paragraph 3.2 above, and the following benefits: 4.1.1. A lump sum payment for Town Manager's accrued unused vacation leave (see paragraph 3.10 above), and {00010114.DOC / 2} 7/15/2008 4:43 PM TOWN MANAGER GILBERT DAVIDSON EMPLOYMENT AGREEMENT -3- 4.1.2. A lump sum contribution to the Town Manager's deferred compensation plan (see paragraph 3.3 above) in the amount of 4% of the Town Manager's then-existing annual salary. 4.2. Termination by the Town for Cause. If the Town terminates the Town Manager's employment "for cause," then this Agreement shall terminate. All salary payable to the Town Manager under this Agreement shall immediately cease, except that all unearned but unpaid salary and benefits, and any other earned benefits required to be paid pursuant to this Agreement and the Town's Personnel Policies and Procedures shall be paid to the Town Manager. The Town Manager shall not be eligible for any severance payment or benefits payable under paragraph 4.1 above. "For cause" is defined for purposes of this Agreement as (i) the commission of a criminal offense; (ii) the commission of an immoral act or other behavior, whether on or off duty, which brings the Town into disrepute, embarrasses the Town publicly, or raises questions about the Town Manager's fitness to serve in his role as Town Manager; (iii) non-performance of a required duty; or (iv) any similarly serious reason for termination. 4.3. Termination by the Town Manager. The Town Manager may terminate this Agreement at any time, for any reason or for no reason, by delivering to the Mayor and Council a written notice 30 days in advance of his requested termination date. If the Town Manager terminates this Agreement, the following terms shall apply: 4.3.1. All salary payable to the Town Manager under this Agreement shall cease 30 days following the Town Manager's notice to the Mayor and Council. All earned and unpaid salary and benefits and any other earned benefits required to be paid pursuant to this Agreement and the Town's Personnel Policies and Procedures shall be paid to the Town Manager. The Town may, in its sole discretion, elect to accelerate the Town Manager's departure date from the Town upon receipt of the Town Manager's notice. In that event, the Town Manager shall be paid through the accelerated termination date chosen by the Town. 4.3.2. In the Town's sole discretion, the Town may request that the Town Manager make himself reasonably available, as needed by the Town, for consulting purposes for a period of three months after termination. In that event, the Town and the Town Manager shall enter into a separate agreement for the purpose of compensating the Town Manager on an hourly basis for his services, at a rate equivalent to his compensation and benefits earned with the Town pursuant to this Agreement. Article 5. General Terms and Conditions. 5.1. Recitals. The recitals set forth at the beginning of this Agreement are hereby acknowledged, confirmed to be accurate and incorporated here by reference. 5.2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement. All prior and contemporaneous agreements, representation and understanding of the Parties, oral or written, are hereby superseded and merged in this Agreement. 5.3. Severability. If any provision of this Agreement is declared illegal, invalid or unenforceable, in whole or in part, under present or future laws, it shall be severed from the remainder of this Agreement, which shall otherwise remain in full force and effect. In lieu of the illegal, invalid or unenforceable provision, there shall be added automatically as part of this Agreement a provision as similar in terms to the illegal, invalid, or unenforceable provisions as {00010114.DOC / 2} 7/15/2008 4:43 PM TOWN MANAGER GILBERT DAVIDSON EMPLOYMENT AGREEMENT -4- may be possible and still be legal, valid, and enforceable, and this Agreement shall be deemed reformed accordingly. 5.4. Governing Law. This Agreement is entered into in Arizona and shall be construed and interpreted under the laws of Arizona. 5.5. Interpretation. This Agreement has been negotiated by the Town and the Town Manager, and neither Party shall be deemed to have drafted this Agreement for purposes of construing any portion of this Agreement for or against any Party. 5.6. Conflict of Interest. This Agreement is subject to A.R.S. § 38-511, which provides for cancellation of contracts in certain instances involving conflicts of interest. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the last date set forth below their respective signatures. TowN: THE TOWN OF MARANA, an Arizona municipal corporation By: Ed Honea, ayor Date: ~" 1 ` o ~ ATTEST: TOWN MANAGER: By: Gilbe Davidson Date: '~~ ~/D S {00010114.DOC / 2) 7/15/2008 4:43 PM TOWN MANAGER GILBERT DAVIDSON EMPLOYMENT AGREEMENT -5- ocelyn C. ronson, Clerk