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HomeMy WebLinkAboutResolution 2009-091 employment agreement with gilbert davidsonMARANA RESOLUTION N0.2009-91 RELATING. TO EMPLOYMENT; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE A FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT WITH TOWN MANAGER GILBERT DAVIDSON WHEREAS the Town Council adopted Resolution No. 2008-95 on July 15, 2008, approving and authorizing the Mayor to execute an Employment Agreement with Town Manager Gilbert Davidson; and WHEREAS in accordance with state law and paragraph 2.1 of the Employment Agreement, the severance pay provision of the Employment Agreement automatically terminated on the date of the first meeting of the Town Council after Council members elected in the Spring 2009 elections took office; and WHEREAS the Council members elected in the Spring 2009 election have now taken office; and desire to reinstate the severance pay provision. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, AS FOLLOWS that the First Amendment to the. Employment Agreement with Town Manager Gilbert Davidson attached to and incorporated by this reference in this resolution as Exhibit A is hereby approved, and the Mayor is hereby authorized to execute it on behalf of the Town. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 16th day of June, 2009. ®~~®i1i11--j~~ ~°~ ~y,~ `'~®~OF A'~9 ~jj ~' ~,~~~~~urniiy~~ ~p~~~A~ ~~ Mayor d Honea ,, ~ S~~ 3 ATTEST: j "~~~w--w~°~ IIi.!91Z. 1g'(e~~~ celyn ronson, Town Clerk APPROVF~ AS TO FORM: r ., ,y=" ..., ~ t... ice' ~-'i~.~ F~'ank Cas ~ dy, Town Attorn~ FIRST AMENDMENT TO TOWN MANAGER'S EMPLOYMENT AGREEMENT BETWEEN THE TOWN OF MARANA AND GILBERT DAVIDSON This First Amendment to Employment Agreement (this "Amendment") 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 Parties entered into an employment agreement (the "Original Agreement") dated July 16, 2008, approved by the Town Council by the adoption of Marana Resolution No. 2008-95 on July 15, 2008. B. In compliance with Arizona law, paragraph 1.2 of the Original Agreement provided that the provision of the Original Agreement relating to the payment of severance automatically terminated on the date of the first meeting of the Town Council after Council Members elected in the spring 2009 elections took office. C. The Council Members elected in the spring 2009 elections have now taken office, .and the Parties desire to reinstate and readopt the severance payment provision of the Original Agreement. AGREEMENT Now, TxEREFORE, in consideration of the mutual promises made in this. Amendment,. the Parties agree as follows: Article 1. Severance Pay 1.1. Reinstatement and Readoption of Severance Provision. Paragraph 4.1 of the Original Agreement relating to the payment of severance is hereby reinstated and readopted. 1.2. Severance Provision Term. Paragraph 4.1 of the Original Agreement relating to the payment of severance, as reinstated and readopted by this Amendment, shall automatically terminate on the date of the first meeting of the Town Council after Council Members who are elected in the spring 2011 elections. take office (approximately June 1, 2011). The then-sitting Town Council may reinstate or readopt a severance provision. Article 2. Miscellaneous 2.1. Remainder of Original Agreement Unaffected. Except for the modification of Paragraph 1.2 of the Original Agreement and the reinstatement and readoption of Paragraph 4.1 of the Original Agreement, all terms of the Original Agreement shall remain in full force and effect, unmodified by the terms of this Amendment. {00015118.DOC /} 6/3/2009 9:02 PM FIRST AMENDMENT TO TOWN MANAGER GILBERT DAVIDSON EMPLOYMENT AGREEMENT -1- 2.2. Recitals. The recitals set forth at the beginning of this Amendment are hereby acknowledged, confirmed to be accurate and incorporated here by reference. 2.3. Entire Agreement. This Amendment constitutes the entire agreement between the Parties pertaining to the subject matter of this Amendment. All prior and contemporaneous agreements, representation and understanding of the Parties, oral or written, are hereby superseded and merged in this Amendment. 2.4. Severability. If any provision of this Amendment 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 Amendment, 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 Amendment a provision as similar in terms to the illegal, invalid, or unenforceable provisions as may be possible and still be legal, valid, and enforceable, and this Amendment shall be deemed reformed accordingly. 2.5. Governing Law. This Amendment is entered into in Arizona and shall be construed and interpreted under the laws of Arizona. 2.6. Interpretation. This Amendment has been negotiated by the Town and the Town Manager, and neither Party shall be deemed to have drafted this Amendment for purposes of construing any portion of this Amendment for or against any Party. 2.7. Conflict of Interest. This Amendment is subject to A.R.S. § 38-S1 1, which provides for cancellation of contracts in certain instances involving conflicts of interest. IN wiTNESS WHEREOF, the Parties have executed this Amendment as of the last date set forth below their respective signatures. TowN: TOWN MANAGER: THE TOWN OF MARANA, an Arizona municipal corporation By: Mayor E < Honea .. By: Gilbe Davidson Date: ~o ~~ ~© ATTEST: ocelyn C. ronson, Clerk APPRO AS TO FORS: i ,7 ,P ..°~`' .°,.. ` fir.-L'"Z >l Date: b ' ~7 D 18.DOC / } 6/3/2009 9:02 PM FIRST AMENDMENT TO TOWN MANAGER GILBERT DAVIDSON EMPLOYMENT AGREEMENT -2-