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HomeMy WebLinkAboutResolution 2020-119 Approving to Excute a Seperation Agreement Between TOM and Jamsheed Mehta MARANA RESOLUTION NO. 2020-119 RELATING TO ADMINISTRATION; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE A SEPARATION AGREEMENT BETWEEN THE TOWN OF MARANA AND JAMSHEED MEHTA 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 separation agreement between the Town of Marana and Jamsheed Mehta, attached to and incorporated by this reference to this resolution as Exhibit A. PASSED AND ADOPTED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, this 20th day of October, 2020. 44' Mayor Ed Honea ATT ,:i APPROV.1 AS TO FORM: qr.d i 4_ Si. i.1L / Cherry L. awson, Town Clerk F a Ca/dy, To ttorney diblk MARANA AZ ESTABLISHED 1977 00072887.DOCX/1 Resolution No.2020-119 EXHIBIT A SEPARATION AGREEMENT This Separation Agreement (this "Agreement") effects an agreeable separation of the employment relationship between JAMSHEED MEHTA ("Employee") and the TOWN OF MARANA ("Employer"), as well as resolution of any claims, known and unknown,now existing between the parties. The terms of this Agreement are as follows: Article 1. Separation. Employee agrees to voluntarily separate from his employment with Employer effective October 20, 2020 (hereinafter referred to as the "Separation Date"), based on the terms of this Agreement. Article 2. Consideration. 2.1. In consideration for each of the terms of this Agreement,Employer will pay Employee the following amounts: 2.1.1. Employer shall pay Employee severance pay equal to six months' salary, based on Employee's annual base salary as of the Separation Date, less applicable state and federal withholding taxes as required by law. 2.1.2. Employer shall pay Employee for Employee's accrued unused vacation leave, less applicable state and federal withholding taxes as required by law. 2.2. The amounts payable under paragraphs 2.1.1 and 2.1.2, above shall be paid in a lump sum and shall be made by direct deposit to Employee's bank account currently on record with Employer within five business days after the Separation Date. 2.3. Employer shall make a lump sum contribution to Employee's qualified deferred compensation plan in the amount of 5% of Employee's annual base salary. 2.3.1. If the Town is unable to make the lump sum contribution, or any portion of the lump sum contribution, to Employee's deferred compensation plan, as set forth in paragraph 2.3 above, because the contribution would exceed the maximum contribution allowable by law for the calendar year for Employee's deferred compensation plan,the Town shall make a payment in the amount set forth in paragraph 2.3 above, or in the remaining portion of that amount not able to be contributed to the deferred compensation plan,directly to Employee by direct deposit to Employee's bank account currently on record with Employer. 2.4. Employer does not make any representations as to the taxability of the payments paid pursuant to paragraphs 2.1 or 2.3,above,and Employee agrees that he shall have sole responsibility and be liable for any federal or state taxes which may be required by virtue of his receipt of funds or benefits pursuant to this Agreement and agrees to indemnify and hold harmless Employer against any and all liabilities including but not limited to taxes due, penalties assessed for unpaid taxes or any costs or fees incurred by Employer should the taxability of any part of the payments or benefits be challenged by any taxing authority. 00067372.DOCX/4 SEPARATION AGREEMENT:JAMSHEED MEHTA - 1 - Article 3. Release and Indemnification 3.1. Employee agrees that he will not initiate or cause to be initiated against the Town of Marana or any of its current, past, or future agents, attorneys, insurers, council members, elected officials, employees, subsidiaries, affiliated entities, or any person or entity acting by, through, under or in concert with it, in both their personal and official capacities, (collectively referred to as "Released Parties") any lawsuit, compliance review, action, grievance proceeding or appeal, investigation or proceeding of any kind (collectively referred to as "claims"), or participate in same, individually or as a representative or a member of a class, under any contract (express or implied), law or regulation (federal state or local), including but not limited to claims pertaining to or in any way related to his employment or separation of his employment with Employer. Employee agrees that pursuant to this Agreement, he releases and forever discharges Employer and the other Released Parties from any and all claims, demands, damages, causes of action, and any liability whatsoever, including but not limited to claims on account of or in any manner arising out of Employee's employment or separation of employment with Employer. By way of example only,and without limiting this release,Employee releases Employer and the other Released Parties from any cause of action, right, claim or liability under Title VII of the 1964 Civil Rights Act, as amended, the Family and Medical Leave Act, the United States Constitution or Arizona Constitution, the Arizona Wage Statute, the Arizona Civil Rights Act, the Arizona Employment Protection Act, the Americans with Disabilities Act, and any other equal employment opportunity law or statute, any due process or other constitutional theory, any Arizona statute, any federal statute, any common law claim including wrongful discharge, implied or express contract, the covenant of good faith and fair dealing, or any other claim in tort or contract arising under any theory of the law. 3.2. Employee understands and acknowledges that the release set forth in paragraph 3.1,above forever bars him from suing or otherwise asserting a claim against Employer or the other Released Parties on the basis of any event occurring on or before the effective date of this Agreement, whether the facts are now known or unknown,and whether the legal theory upon which such claim might be based is now known or unknown. 3.3. Employee warrants that he does not have any claim, charge, or complaint, either formal or informal,pending against Employer or any of the other Released Parties with any court,tribunal, administrative agency, governmental agency, or other such body. Employee further waives any right to monetary recovery should any administrative or governmental agency pursue any claim on his behalf. 3.4. Employee agrees that this Agreement may be pleaded as a complete bar to any action or suit with respect to any claim under federal, state or other law including, but not limited to, any claim relating to his employment or separation of employment from Employer. 3.5. The releases contained in this Article do not waive any claim arising out of any breach or alleged breach of this Agreement, or any claim that may arise after the date this Agreement is executed. 3.6. Employee agrees to indemnify and hold harmless Employer and the other Released Parties from and against any and all loss, costs, damages or expenses, including without limitation, attorneys' fees, arising out of a breach of this Agreement or the fact that any representation made herein was false when made. 00067372.DOCX/4 SEPARATION AGREEMENT:JAMSHEED MEHTA -2- 3.7. The releases contained in this Article do not waive Employee's right to be indemnified against any liability or loss arising out of, or occasioned by, Employee's service as a Town employee, as described in Chapter 2-10 of the Marana Town Code. Article 4. Notice of Time for Reflection. Employee acknowledges that this Agreement constitutes written notice from Employer that he should consult with an attorney before signing this Agreement, and he acknowledges that he has fully discussed all aspects of this Agreement with his attorney to the extent he desires to do so. Employee agrees that he has carefully read and fully understands all of the provisions of this Agreement and that he is voluntarily entering into this Agreement. Employee agrees that, as part of this Agreement, he has been provided with consideration in addition to anything of value to which Employee is already entitled. Employee has also been provided with a reasonable opportunity to review and consider this Agreement. Article 5. Miscellaneous Terms and Conditions. 5.1. Denial of Liability. No provision of this Agreement shall be construed as an admission by Employee or Employer of improper conduct, omissions, or liability. 5.2. Waiver. Neither the failure nor any delay on the part of any party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right,power, or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy,power or privilege with respect to any occurrence be construed as a waiver of such rights, remedy, power, or privilege with respect to any other occurrence. 5.3. Return of Property. Employee shall return all property of Employer in his possession, including, but not limited to, any keys for Employer's facilities or vehicles as of the Separation Date, or at another date mutually agreed upon by Employee and Employer. 5.4. 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. 5.5. 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 may be possible and still be legal, valid, and enforceable, and this Agreement shall be deemed reformed accordingly. Notwithstanding the foregoing, if the release set forth in paragraph 3.1, above is held invalid, Employer shall have the right to seek rescission of this Agreement. 5.6. Governing Law. This Agreement is entered into in Arizona and shall be construed and interpreted under the laws of Arizona. 5.7. Interpretation. This Agreement has been negotiated by Employer and Employee, 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. 00067372.DOCX/4 SEPARATION AGREEMENT:JAMSHEED MEHTA -3 - 5.8. 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. EMPLOYER: EMPLOYEE: THE TOWN OF MARANA, JAMSHEED MEHTA an Arizona municipal corporation 4( . By: :y: Ed Honea, Mayor Jamsheed Mehta Date: f U ,7_ 0 - C) - C7 Date: Oct 162_v2, ' ATTEST: Town Clerk APPROVED AS TO FORM: i , ' To , • ttorney 00067372.DOCX/4 SEPARATION AGREEMENT:JAMSHEED MEHTA -4 -