HomeMy WebLinkAboutResolution 2017-065 Approving Town Manager Gilbert Davidson employment agreement MARANA RESOLUTION NO, 2017-065
RELATING TO ADMINISTRATION; APPROVING AND AUTHORIZING THE MAYOR TO
EXECUTE AN EMPLOYMENT AGREEMENT BETWEEN THE TOWN OF MARANA AND
TOWN MANAGER GILBERT DAVIDSON
WHEREAS on June 30, 2015, the Town Council approved and authorized the Mayor to
execute an Employment Agreement with Town Manager Gilbert Davidson for the time period of
July 1, 2015 through June 30, 2017; and
WHEREAS the Town Council now desires to enter into a new employment agreement
with the Town Manager to set the terms and conditions ofthe Town Manager's employment.
Now, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE Tow-N OF
MARANA, ARIZONA that 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 20th day of June, 2017.
Mayo Ed Itone�a
ATTEST: APPROV AST FORM:
yoelyn C. n on "Town own Clerk ra Ca y,'Town A#o ey
MARANA AZ
ESTABLISH F D 197`7
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Marana Resolution No.2017-065
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 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, which Original Agreement was subsequently amended on
June 16, 2009, and June 21, 2011.
E. The Parties entered into a new employment agreement dated July 3, 2013, approved by the
Town Council by the adoption of Marana Resolution No. 2013-067, which superseded the
Original Agreement.
F. The Parties entered into a new employment agreement dated July 1, 2015, approved by the
Town Council by motion on June 30, 2015, which superseded the July 3, 2013 agreement.
G. The Parties now desire to enter into a new employment agreement to set the terms and
conditions of the Town Manager's employment.
AGREEMENT
Now, THEREFORE, in consideration of the mutual promises made in this Agreement, the
Parties agree as follows:
Article 1. Term
This Agreement shall be effective on July 1, 2017, and shall continue in full force and effect
until. June 30, 2019, unless it is sooner terminated by either Party pursuant to Article 4 below.
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
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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
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, as part of the budget process, 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. Thegoals 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.
Article 3. Compensation and Benefits
3.1. S_ alary. The Town shall pay the Town Manager an annual salary of$195,000 for the time
period of July 1, 2017 through June 30, 2018. The Town shall pay the Town Manager an annual
salary of$200,000 for the time period of July 1, 2018 through June 30, 2019.
3.2. 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.
3.3. FMenses. 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.
3.4. Indemnification. 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.
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3.5. Liability_ _Co era e. 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.
3.6. Fidelity Bond. The Town shall bear the full cost of any fidelity or other bonds required
of the Town Manager.
3.7. Holida s. 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.
3.8. Mann ed Time Off MTD Leave. The Town Manager shall be entitled to the same
managed time off (MTO) leave allocations as are afforded to department directors of the Town,
including an additional 40 hours of MTD leave per calendar year, as provided in the Town's
Personnel Policies and Procedures.
3.9. Vacation Leave. The Town Manager shall accrue vacation leave at the rate of 6.15 hours
per pay period, and upon termination of employment shall 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 the Town's Personnel Policies and Procedures shall not apply to the Town Manager, and is
hereby replaced with a total vacation leave accrual cap of 350 hours.
3.9.1. At any time during the term of this Agreement, the Town Manager may request
that the Town purchase, at the applicable salary rate set forth in paragraph 3.1 above, up to
100 hours of the Town Manager's accrued vacation leave from the Town Manager.
3.10. Tuition Reimbursement. The Town shall provide the same tuition reimbursement to the
Town Manager as is available generally to Town employees under Policy 6-2 of the Town's
Personnel Policies and Procedures. The Mayor shall perform all functions normally undertaken
by the department head, bun-un resources director or town manager under Policy 6-2 for
purposes of reviewing and approving tuition reimbursement requests by the Town Manager.
3.11. Use of Town Vehicle. The Town Manager's duties require that he shall at all tunes
during his employment with the Town have use of an automobile provided to hum 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.
3.12. 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.
3.13. 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. Te nWnatio n.
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
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Town Manager a lump sum severance payment equal to six months' salary and the following
benefits:
4.1.1. A lump sum payment for the Town Manager's accrued unused vacation leave (see
paragraph 3.9 above), and
4.1.2. A lump sutn contribution to the Town Manager's deferred compensation plan (see
paragraph 3.2 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 inamed iately 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. "F or 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) nonperformance of a required duty; or(iv) any similarly serious reason for termination.
4.3. Termination by the Town Ma na er. 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. This Agreement expressly supersedes and replaces the agreement
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entered into by the Parties dated July 1, 2015 and approved by the Town Council on June 30,
2015.
5.3. Severab'' 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
may be possible and still be legal, valid, and enforceable, and this Agreement shall be deemed
reformed accordingly.
5.4. Goner_La v. T Hs Agreement is entered into in Arizona and shall be construed and
interpreted under the laws of Arizona.
5.5. InteEpretation. 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'. TOWN MANAGER:
THE TOWN of MARANA,
an Arizona municipal corporation
By-6 By'
Ed Honea, Mayor Gilbert Davidson
Date: Date
ATTEST:
Jocelyn C. Bronson, Clerk
APPROVED AS To FORM:
Jane Fairall, Deputy Town Attorney
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TOWN MANAGER GI LBERT DAVIDSON EMP LOYMEN7' AGREEMENT 12017-2419
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