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HomeMy WebLinkAboutResolution 2023-009 Approving and Authorizing the Mayor to Execute the Town Manager's Employment Agreement between the Town of Marana and Terry S. Rozema MARANA RESOLUTION NO. 2023-009 RELATING TO ADMINISTRATION; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE THE TOWN MANAGER'S EMPLOYMENT AGREEMENT BETWEEN THE TOWN OF MARANA AND TERRY S. ROZEMA 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 by motion adopted on October 20, 2020, the Town Council appointed Terry S. Rozema to the position of interim town manager effective immediately; and WHEREAS on February 2, 2021, the Town Council adopted Resolution No. 2021-015, appointing Mr. Rozema to the position of town manager, and entering into an employment agreement with Mr. Rozema for an initial term of one year, from February 2, 2021 through February 1, 2022; and WHEREAS on February 1, 2022, the Town Council adopted Resolution No. 2022-011, reappointing Mr. Rozema to the position of town manager, and entering into an employment agreement with Mr. Rozema for a term of one year, from February 2, 2022 through February 1, 2023; and WHEREAS the Town Council now desires to enter into a new employment agreement with Mr.Rozema to set the terms and conditions of his continued employment as town manager. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the employment agreement attached to and incorporated by this reference in this resolution as Exhibit A, is hereby approved and the Mayor is hereby authorized and directed to execute it for and on behalf of the Town of Marana. 00085623.DOCX/1 Resolution No.2023-0 - 1 - PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 17th day of January, 2023. Mayor Ed Honea ATTEST: APPRO .D AS TO FORM: David L. Udall, Town Clerk Jj'airall, own Attorney Ae<S& MARANA AZ ESTABLISHED 1977 00085623.DOCX/1 Resolution No.2023-0 -2 - Exhibit A to Marana Resolution No. 2023-009 TOWN MANAGER'S EMPLOYMENT AGREEMENT BETWEEN THE TOWN OF MARANA AND TERRY S. ROZEMA This Employment Agreement (this "Agreement") is entered into by and between the TOWN OF MARANA, an Arizona municipal corporation (the "Town") and TERRY S. ROZEMA (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 October 20, 2020, the Town Council appointed the Town Manager to the position of interim town manager of the Town effective immediately. D. On February 2, 2021, the Town Council adopted Resolution No. 2021-015, appointing the Town Manager to the position of town manager, and entering into an employment agreement with the Town Manager for an initial term of one year, from February 2, 2021 through February 1, 2022. E. On February 1, 2022, the Town Council adopted Resolution No. 2022-011, reappointing Mr. Rozema to the position of town manager, and entering into an employment agreement with Mr. Rozema for a term of one year, from February 2, 2022 through February 1, 2023. F. 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 1.1. Term.This Agreement shall be effective on February 2, 2023, and shall continue in full force and effect until February 1, 2024, unless it is sooner terminated by either Party pursuant to Article 4 below. If this Agreement expires at the end of this term with no Town Council action to renew or extend it, the Town Manager's employment shall terminate and the Town Manager shall be entitled to no further salary or benefits from 00086039.DOC/1 TOWN MANAGER TERRY S.ROZEMA EMPLOYMENT AGREEMENT/2023-2024 - 1 - Exhibit A to Marana Resolution No. 2023-009 the Town, except that 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. 1.2. Severance Provision Term. The provisions of paragraph 4.1 below relating to the payment of severance benefits shall remain in full force and effect throughout the term of this Agreement to the extent permitted by Arizona law. 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 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. 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. Article 3. Compensation and Benefits 3.1. Salary. The Town shall pay the Town Manager an annual salary of $212,000.00, beginning on the effective date of this Agreement,which is February 2, 2023. 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. Expenses. 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 00086039.DOC/1 TOWN MANAGER TERRY S.ROZEMA EMPLOYMENT AGREEMENT/2023-2024 - 2- Exhibit A to Marana Resolution No. 2023-009 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. 3.5. 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. 3.6. Fidelity Bond. The Town shall bear the full cost of any fidelity or other bonds required of the Town Manager. 3.7. 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. 3.8. Managed Time Off (MTO) 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 MTO 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 a cumulative total of 125 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 00086039.DOC/1 TOWN MANAGER TERRY S.ROZEMA EMPLOYMENT AGREEMENT/2023-2024 -3 - Exhibit A to Marana Resolution No. 2023-009 perform all functions normally undertaken by the department head, human 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 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. 3.12. 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. Termination. 4.1. Termination by the Town for Convenience. The Town may terminate the Town Manager's employment for convenience. For purposes of this Agreement, termination for "convenience" means termination for any reason other than for "cause" (see paragraph 4.2 below). If the Town terminates the Town Manager's employment for convenience, then this Agreement shall terminate, and the Town shall pay the Town Manager severance benefits as set forth in this paragraph 4.1. 4.1.1. If the Town terminates the Town Manager's employment for convenience within the first 180 days of the term of this Agreement, the Town shall pay the Town Manager: 4.1.1.1. A lump sum severance payment equal to six months of the Town Manager's salary; and 4.1.1.2. A lump sum contribution to the Town Manager's deferred compensation plan (see paragraph 3.2 above) in the amount of 5% of the Town Manager's then-existing annual salary. If the Town is unable to make the lump sum contribution, or any portion of the lump sum contribution, to the Town Manager's deferred compensation plan because the contribution would exceed the maximum contribution allowable by law for the calendar year for the Town Manager's deferred compensation plan, the Town shall make a payment in the amount set forth in this paragraph, or in the remaining portion of that amount not able to be contributed to the deferred compensation plan, directly to the Town Manager; and 00086039.DOC/1 TOWN MANAGER TERRY S.ROZEMA EMPLOYMENT AGREEMENT/2023-2024 -4 - Exhibit A to Marana Resolution No. 2023-009 4.1.1.3. A lump sum payment for the Town Manager's accrued unused vacation leave (see paragraph 3.9 above). 4.1.2. If the Town terminates the Town Manager's employment for convenience after the first 180 days of the term of this Agreement, the Town shall pay the Town Manager: 4.1.2.1. A lump sum severance payment equal to the Town Manager's salary for the number of months remaining in the term of the Agreement. By way of illustration and not limitation, if the Town Manager is terminated with three months remaining in the term of this Agreement, the Town will pay the Town Manager a lump sum severance payment equal to three months of the Town Manager's salary; and 4.1.2.2. A lump sum contribution to the Town Manager's deferred compensation plan (see paragraph 3.2 above) in the amount of 5% of the Town Manager's then-existing annual salary. If the Town is unable to make the lump sum contribution, or any portion of the lump sum contribution, to the Town Manager's deferred compensation plan because the contribution would exceed the maximum contribution allowable by law for the calendar year for the Town Manager's deferred compensation plan, the Town shall make a payment in the amount set forth in this paragraph, or in the remaining portion of that amount not able to be contributed to the deferred compensation plan, directly to the Town Manager; and 4.1.2.3. A lump sum payment for the Town Manager's accrued unused vacation leave (see paragraph 3.9 above). 4.2. Termination by the Town for Cause. The Town may terminate the Town Manager's employment for cause. For purposes of this Agreement, termination for "cause" is defined 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. 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 earned 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. 4.3. Termination by the Town Manager. The Town Manager may terminate his employment at any time, for any reason or for no reason, by delivering to the Mayor and Council a written notice at least 30 days in advance of his requested termination 00086039.DOC/1 TOWN MANAGER TERRY S.ROZEMA EMPLOYMENT AGREEMENT/2023-2024 - 5 - Exhibit A to Marana Resolution No. 2023-009 date. If the Town Manager terminates his employment, this Agreement shall terminate upon the termination date, and the following terms shall apply: 4.3.1. All salary payable to the Town Manager under this Agreement shall cease upon the date of termination of employment. 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. The Town Manager shall not be eligible for any severance payment or benefits payable under paragraph 4.1 above. 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 of employment. 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 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. 00086039.DOC/1 TOWN MANAGER TERRY S.ROZEMA EMPLOYMENT AGREEMENT/2023-2024 -6 - Exhibit A to Marana Resolution No. 2023-009 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, TERRY S. ROZEMA an Arizona municipal corporation By: By: Ed Honea, Mayor Terry S. Rozema Date: Date: ATTEST: David L. Udall, Town Clerk APPROVED AS TO FORM: Jane Fairall, Town Attorney 00086039.DOC/1 TOWN MANAGER TERRY S.ROZEMA EMPLOYMENT AGREEMENT/2023-2024 - 7-