HomeMy WebLinkAboutResolution 2011-059 second amendment to employment agreement with gilbert davidson MARANA RESOLUTION NO. 2011-59
RELATING TO EMPLOYMENT; APPROVING AND AUTHORIZING THE MAYOR TO
EXECUTE A SECOND AMENDMENT TO 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 Resolution No. 2009 -91 on June 16, 2009, approving and authorizing the
Mayor to execute a First Amendment to the Employment Agreement; and
WHEREAS in accordance with state law and paragraph 1.2 of the First Amendment, 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 2011
elections took office; and
WHEREAS the Council members elected in the Spring 2011 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 that the Second Amendment to 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 21 day of June, 2011.
i111���Oj �
Mayor Ea Honea
ATTEST: APPROVED APPROVED AS TO FORM:
"WI&I
c Bronson, Town Clerk L p6nk C dy, Town t rney
{00026852.DOC �}
SECOND AMENDMENT TO
TOWN MANAGER'S EMPLOYMENT AGREEMENT BETWEEN THE
TOWN OF MARANA AND GiLBERT DAVIDSON
This Second Amendment to Employment Agreement (this "Second 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
Parry.
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. The Parties entered into a First Amendment to the Original Agreement (the "First
Amendment") dated June 17, 2009, approved by the Town Council by the adoption of Marana
Resolution No. 2009 -91 on June 16, 2009.
C. In compliance with Arizona law, paragraph 1.2 of the First Amendment 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 2011 elections took office.
D. The Council Members elected in the spring 2011 elections have now taken office, and the
Parties desire to reinstate and readopt the severance payment provision of the Original
Agreement.
AGREEMENT
Now, THEREFORE, 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 Second Amendment, shall
automatically terminate on the date of the first meeting of the Town Council after Council
Members who are elected in the spring 2013 elections take office (approximately June 1, 2013).
The then- sitting Town Council may reinstate or readopt a severance provision.
100026851.DOC /} 6/14/2011
SECOND AMENDMENT To TOWN MANAGER GILBERT DAVIDSON EMPLOYMENT AGREEMENT
-1-
Article 2. Miscellaneous
2.1. Remainder of Original al Agreement Unaffected Except for the modification of
Paragraph 1.2 of the Original Agreement, as amended by the First Amendment, 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 Second
Amendment.
2.2. Recitals The recitals set forth at the beginning of this Second Amendment are hereby
acknowledged, confirmed to be accurate and incorporated here by reference.
2.3. Entire Agreement This Second Amendment constitutes the entire agreement between
the Parties pertaining to the subject matter of this Second Amendment. All prior and
contemporaneous agreements, representation and understanding of the Parties, oral or written,
are hereby superseded and merged in this Second Amendment.
2.4. Severability If any provision of this Second 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 Second 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 Second 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
Second Amendment shall be deemed reformed accordingly.
2.5. Governing This Second Amendment is entered into in Arizona and shall be
construed and interpreted under the laws of Arizona.
2.6. Interpretation This Second Amendment has been negotiated by the Town and the Town
Manager, and neither Party shall be deemed to have drafted this Second Amendment for
purposes of construing any portion of this Second Amendment for or against any Party.
2.7. Conflict of Interest This Second Amendment is subject to A.R.S. § 38 -511, which
provides for cancellation of contracts in certain instances involving conflicts of interest.
[SIGNATURE PAGE FOLLOWS]
100026851.DOC /} 6/14/2011
SECOND AMENDMENT TO TOWN MANAGER GILBERT DAVIDSON EMPLOYMENT AGREEMENT
-2-
i
IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the last date
set forth below their respective signatures.
TOWN: TOWN MANAGER:
THE TOWN OF MARANA,
an Arizona municipal corpo ation
By: By:
Ed Honea, Mayor Gilb Dav n
Date: - V/ " °2'/- // Date: ' l�
ATTEST:
J e C. Br on, Clerk
j Q $Ca RM:
Town ey
100026851.DOC /} 6/14/2011
SECOND AMENDMENT TO TOWN MANAGER G ILBERT DAVIDSON EMPLOYMENT AGREEMENT
-3-