EMPLOYMENT AGREEMENT

Transcription

1 EMPLOYMENT AGREEMENT This Employment Agreement ( Agreement ) is entered into this 25th day of September, 2013, by and between Pima Association of Governments, an Arizona non-profit corporation ( Employer ), and Farhad Moghimi, P.E. ( Employee ). RECITALS A. Employee is a licensed professional engineer with executive-level experience in management and direction of public entities and transportation improvement projects within Pima County, Arizona. B. Employer has reviewed and considered Employee s qualifications and desires to engage Employee as Executive Director, upon the specific terms set forth below. TERMS NOW, THEREFORE, Employer and Employee agree as follows: Section 1: Term This Agreement shall remain in full force in effect from the above date, until terminated by the Employer or Employee as provided in Sections 6, 7 or 8 of this Agreement. The Employee s official start date shall be October 14, Section 2: Duties and Authority A. Employee shall spend his full time and best effort on behalf of the Employer as Executive Director and shall carry out the responsibilities described in the job description, attached hereto as Exhibit A to this Agreement and incorporated herein by this reference. Consistent with A.R.S (D), and the job description, Employee shall also serve Employer as Executive Director of the Regional Transportation Authority of Pima County [ RTA ]. Employee shall, to the satisfaction of the Regional Council, carry out and perform these duties in accordance with the highest professional and ethical standards, and shall comply with all laws, ordinances, rules, policies and regulations applicable to, established or adopted by Employer from time to time. Section 3: Compensation A. Employer agrees to pay Employee an annual salary of $ 153, payable in installments at the same time and manner that the other management employees of the Employer are paid. B. This Agreement shall be automatically amended to reflect any salary adjustments that are approved by Employer s Regional Council. 1 of 8

2 C. Upon evaluation of the Employee by the Regional Council, as provided in Section 9 of this Agreement, the Employer will consider whether to, in its sole discretion, discuss the compensation and benefits paid to the Employee. Section 4: Benefits A. Employee shall accrue Paid Time Off [ PTO ] days at the 8+ years of service rate [that is, 26 days per year] as described in Employer s Employee Handbook [the Handbook ], and will have ten days deposited into Employee s sick leave account on June 30 of each year, for a potential of 36 leave days annually. B. The Employer agrees to provide and to pay the premiums for major medical, dental and life insurance for the Employee and his dependents in the same percentages that are provided to all other salaried employees pursuant to Section V of the Handbook as amended from time to time. C. The Employee shall be entitled to enrollment in the Arizona State Retirement System as provided by Arizona law, and the Employer will make payments for such retirement as provided by law. D. In addition to the Employer s payment to the Arizona State Retirement System, the Employer agrees to execute all necessary agreements provided by ICMA Retirement Corporation (ICMA-RC) for the Employee s participation in said supplementary retirement plan. Pursuant to current policy applicable to full-time employees, the Employer agrees to pay $50.00 per pay period into Employee s ICMA-RC account. E. Employee shall also be entitled to the following benefits described in the Handbook, as it may be amended from time to time at the sole discretion of the Employer: 1. Section V Employee Benefits 2. Section VI Types of Leave Section 5: Expenses A. Employer shall pay the Employee, in addition to the Base Salary, an automobile allowance of Four Hundred and No/100 Dollars ($400.00) per month. This allowance is intended to reimburse the Employee for the use of his personal vehicle for PAG/RTA related business within Pima County. Employer shall provide, at Employer s expense, a parking space for the Employee in the same building in which the PAG/RTA offices are located. B. Employer agrees to budget for and to pay for professional dues and subscriptions of the Employee necessary for continuation and full participation in national, regional, state, and local associations, and organizations necessary and desirable for the 2 of 8

3 Employee s continued professional participation, growth, and advancement, and for the good of the Employer. C. Employer agrees to budget for and to pay for travel and subsistence expenses of Employee for professional and official travel, meetings, and occasions to adequately continue the professional development of Employee and to pursue necessary official functions for Employer, including but not limited to such national, regional, state, and local governmental groups and committees in which Employee may serve as a member. Employee shall be entitled to mileage reimbursement from Employer, for travel outside of Pima County, pursuant to Employer policies. D. Employer also agrees to budget for and to pay for travel and subsistence expenses of Employee for short courses, institutes, and seminars that are necessary for the Employee s professional development and for the good of the Employer. E. Employer recognizes that certain expenses of a non-personal, but job-related, nature are incurred by Employee, and agrees to reimburse or to pay said general expenses. The finance department is authorized to disburse such moneys upon receipt of duly executed expense or petty cash vouchers, receipts, statements or personal affidavits. The Employer acknowledges the value of having Employee participate and be directly involved in local civic clubs or organizations. Accordingly, Employer shall pay for the reasonable membership fees and/or dues to enable the Employee to become an active member in local civic clubs or organizations. F. Employer agrees to provide to Employee certain technological and communications devices as are appropriate for him to carry-out his duties and maintain communication, such as, a laptop computer and smart-phone device. G. The Employer shall bear the full cost of any fidelity or other bonds required of the Employee under any law or ordinance. Section 6: Termination A. For the purposes of this Agreement, termination shall occur when: 1. The majority of the Regional Council votes to terminate the Employee at a duly authorized public meeting. 2. If the Employer reduces the base salary, compensation or any other financial benefit of the Employee, unless it is applied in no greater percentage than the average reduction of all department heads, such action shall constitute a breach of this Agreement and will be regarded as a termination. 3. If the Employee submits his resignation, unconditionally, following an offer to accept resignation made by the majority of the Regional Council, then the Employee may declare a termination as of the date of the offer. Resignation by the Employee must be submitted in writing, unconditionally, to the Regional Council Chair. 3 of 8

4 4. Breach of contract declared by either party with a 30 day cure period for either Employee or Employer. Written notice of a breach of contract shall be provided in accordance with the provisions of Section 14. Section 7: Severance Pay Severance shall be paid to the Employee when employment is terminated as defined in Section 6; the Employee shall be entitled to the following pay and benefits. A. All earned but unpaid salary, and any other earned benefits required to be paid pursuant to this Agreement and the Handbook, shall be paid to the Employee as provided by state law. B. In addition, the Employer shall pay the Employee a severance payment equal to four months salary. This severance payment shall be paid in a lump sum unless otherwise agreed to by the Employer and the Employee. C. For the same number of months as described in section 7.B following the termination, the Employer shall pay the cost to continue, through COBRA [or its legislatively established successor program], the major medical insurance and dental insurance. The amount to be paid through COBRA by the Employer shall be the same percentage that was paid prior to the termination. D. During the total severance pay period, the Employee shall also be compensated for all benefits as described in section 4. E. Notwithstanding the above, if the employee dies or becomes incapacitated, or if the Employee is terminated for any felony, be it committed within or without the scope of employment, or for a misdemeanor committed within the scope of employment, this Agreement shall terminate and the Employee shall not be entitled to any severance pay, but all earned and unpaid salary and any other earned and unused benefits required to be paid pursuant to this Agreement and the Handbook shall be paid to the Employee or the Employee s estate or legal representative. Section 8: Voluntary Resignation A. Should the Employee wish to resign without first receiving an offer of resignation, he may do so, but must provide a minimum of 30 days written notice to Employer. B. In the event of voluntary resignation hereunder, Employee shall not be entitled to receive any severance pay, but all earned and unpaid salary and any other earned and unused benefits required to be paid pursuant to this Agreement and the Handbook shall be paid to the Employee. Section 9: Performance Evaluation A. Employer will conduct a mid-term performance review of Employee at its regular meeting in May of Thereafter, Employer shall review, at least annually, the performance of the Employee at the first meeting of the Regional Council in January of each year, starting in January of Employee shall be responsible for placing the performance reviews on the Regional Council s meeting agendas as specified herein. 4 of 8

5 Section 10: Hours of Work A. It is recognized that the Employee must devote a great deal of time outside the normal office hours on business for the Employer, and to that end Employee shall be allowed to establish an appropriate work schedule. The Parties contemplate that the Employee, as Executive Director, will spend at least forty hours per week on Employer business. Section 11: Outside Activities A. The employment provided for by this Agreement shall be the Employee s sole employment. Recognizing that certain outside consulting or teaching opportunities provide indirect benefits to the Employer and the community, the Employee may elect to accept limited teaching, consulting or other business opportunities with the understanding that such arrangements must not constitute interference, a conflict of interest, nor create the appearance of a conflict of interest with respect to his responsibilities under this Agreement. No outside activity may involve a project, development or other enterprise which requires, or might require at any time, review and or approval of Employer, the RTA or any committee of either of them. Section 12: Indemnification A. Beyond that required under Federal, State or Local Law, Employer shall defend, save harmless and indemnify Employee against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Employee s duties as Executive Director or resulting from the exercise of judgment or discretion in connection with the performance of his duties or responsibilities, unless the act or omission involved willful or wanton conduct. The Employer shall indemnify Employee against any and all losses, damages, judgments, interest, settlements, fines, court costs and other reasonable costs and expenses of legal proceedings including attorneys fees, and any other liabilities incurred by, imposed upon, or suffered by such Employee in connection with or resulting from any claim, action, suit, or proceeding, actual or threatened, arising out of or in connection with the performance of his or her duties. Any settlement of any claim must be made with prior approval of the Employer in order for indemnification, as provided in this Section, to be available. Employee recognizes that Employer shall have the right to compromise and settle any claim or suit; unless, said compromise or settlement is of a personal nature to Employee and Employee is a party to the suit. Section 13: Other Terms and Conditions of Employment B. The Employer may fix any such other terms and conditions of employment, as it may determine from time to time, relating to the performance of the Employee, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement or any law. 5 of 8

6 Section 14: Notices A. Any notice permitted or required under this Agreement shall be in writing, personally delivered or mailed, first class mail, postage prepaid, to the addressee at the address set forth below. Notice shall be deemed complete upon delivery in person or three (3) business days after mailing. The parties may change their addresses for notice from time to time by notice in writing to the other parties. The parties shall be given notice at: Employer: Pima Association of Governments Attn. Regional Council Chair 177 N. Church Ave., Suite 405 Tucson, Arizona Copy to: Employee: Copy to: Thomas A. Benavidez 7440 N. Oracle Rd., Bldg. 7 Tucson, Arizona Farhad Moghimi P.O. Box Tucson, Arizona Section 15: Miscellaneous A. Employee and Employer acknowledge that the Employer has adopted the Handbook and that the specific terms and conditions of this Agreement shall supersede the provisions of the Handbook to the extent that they conflict with this Agreement. B. This Agreement shall be governed by federal and Arizona law and venue for any dispute resolution shall be in Pima County. C. Should any proceeding or litigation be commenced between the parties concerning the terms of this Agreement, the prevailing party in such proceeding or litigation shall be entitled to a reasonable sum for the attorney s fees, to be determined by the court. D. This Agreement sets forth and establishes the entire understanding between the Employer and the Employee relating to the employment of the Employee by the Employer. Any prior agreements, be they oral or written, or discussions or representations by or between the parties are merged into and rendered null and void by this Agreement. The parties by mutual written agreement may amend any provision of this Agreement during the life of 6 of 8

7 the Agreement. Such amendments shall be incorporated and made a part of this Agreement. E. This Agreement shall be binding on the Employer and the Employee as well as their heirs, assigns, executors, personal representatives and successors in interest. This Agreement is intended to express the intent of both parties, and irrespective of the identity of the party or counsel who drafted it, no rule of strict construction shall be applied against a party. F. The invalidity or partial invalidity of any portion of this Agreement will not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the remaining provisions shall be deemed to be in full force and effect as if they have been executed by both parties subsequent to the judicial modification of the invalid provision. G. Neither the failure nor any delay on the part of a 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, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy 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, remedies, powers or privileges with respect to any other occurrence. The acceptance by either Party of sums less than may be due and owing it at any time shall not be construed as an accord and satisfaction. Employer: Pima Association of Governments Employee: Farhad Moghimi, P.E. By: Jonathan Rothschild, Chairperson Regional Council Date: Date: 7 of 8

8 EXHIBIT A [Job Description] 8 of 8