R Medrano 10 24 23 - Employment Agreement - City Manager - End Date 11 15 26

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CITY MANAGER 
EMPLOYMENT AGREEMENT 
 
 
THIS AGREEMENT, effective November 16, 2023 (“Effective Date”), is by and between 
the City of Tolleson, (hereinafter called “Employer” or “City”) and Reyes Medrano, Jr., 
(“Employee” or “City Manager”).  This Agreement supersedes, supplants and replaces the 
previous City Manager Agreement (“prior Agreement”), which became effective November 16, 
2020. 
 
WHEREAS, the Employer desires to continue to employ Reyes Medrano, Jr., as City 
Manager for the City of Tolleson and Reyes Medrano, Jr. desires to continue his employment as 
the City Manager for the City of Tolleson; and 
 
WHEREAS, it is the desire of the Employer to establish certain conditions of employment, 
to provide certain benefits, and to set working conditions. 
 
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties 
agree as follows: 
 
Section 1: 
Powers and Duties of the City Manager 
 
 
Employer agrees to employ Reyes Medrano, Jr., as the City Manager for the City of 
Tolleson to perform managerial functions as set forth in the City Code and as required by the 
laws of the State of Arizona (the “State”), and to perform such administrative and executive 
duties as required by his position and such other legally permissible and proper duties and 
functions as the Council of the City of Tolleson (the “Council”) shall from time to time assign to 
Employee, subject to this Agreement and City Code. 
 
Section 2: 
Term 
 
 
A. 
This Agreement shall be effective from November 16, 2023 through November 
15, 2026 (“Expiration Date”), unless the Expiration Date is accelerated as hereinafter provided. 
 
 
B. 
Nothing in this Agreement shall prevent, limit, or otherwise interfere with the 
right of the Council to terminate the services of Employee in accordance with the provisions of 
State law, the City Code and further subject to the provisions of Section 4 and 5 of this 
Agreement. 
 
 
C. 
Nothing in this Agreement shall prevent, limit, or otherwise interfere with the 
right of the Employee to resign at any time from his position with Employer, subject only to the 
provisions set forth in Section 5 and Section 3(C) of this Agreement. 
 
 
 
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D. 
On November 15, 2026, absent action by the Council, this Agreement shall renew 
on a month-to-month basis, and subject to the City budget for each year including funding for 
compensation for the City Manager position and subject to Employee being willing and able to 
fulfill the duties of the City Manager. 
 
Section 3: 
Termination 
 
 
For the purpose of this Agreement, termination shall occur when: 
 
 
A. 
A majority of the Council votes to terminate the Employee at a duly authorized 
public meeting, with or without cause. 
 
 
B. 
If the Employer, citizens or legislature acts to amend any provisions of the City 
Code or State law pertaining to the role, powers, duties, authority, or responsibilities of the 
Employee’s position that substantially changes the form of government, the Employee or 
Employer shall have the right to declare that such amendments constitute termination. 
 
 
C. 
If the Employer, at any time during the term of this Agreement, reduces the salary 
or any other financial benefit of the Employee in a greater percentage than an applicable across-
the-board reduction for all employees of Employer, or in the event Employer refuses, following 
Notice, to comply with any provision herein or to provide any benefit to Employee required 
hereunder, the Employee may, at his option, be deemed terminated as of the date of such 
reduction or failure to comply. 
 
 
D. 
Either party provides the other with Notice of a breach of contract, and the other 
party fails to cure such breach within a thirty (30) day cure period. 
 
Section 4: 
Severance 
 
 
A. 
Severance will be paid to the Employee when employment is terminated as 
defined in Section 3 or Council decides not to renew Employee’s contract at the time of its 
expiration. 
 
 
B. 
In the event Employee is terminated by the Council during the term of this 
Agreement, and during such time as Employee is willing and able to fulfill the duties of the office 
under this Agreement, the Employer agrees to pay Employee a lump-sum payment (unless 
otherwise agreed to by Employer and Employee) equal to twelve months’ salary, which is the 
current ICMA Model Employment Agreement recommended severance amount, at the current 
rate of pay and benefits, including, without limitations, full payment for health insurance, life 
insurance, vacation leave, sick leave, personal day, and retirement benefits. 
 
 
C. 
If the Employee is terminated because of a conviction of a felony, or knowing 
malfeasance or misfeasance in office, then the Employer is not obligated under any 
circumstances to pay severance pay and benefits under this section. 
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Section 5: 
Resignation 
 
 
In the event that the Employee voluntarily resigns his position prior to the expiration of 
the term of this Agreement or any extension thereof, Employee shall provide notice of his intent 
to resign not less than thirty (30) days prior to the effective date thereof unless the parties agree 
otherwise. The severance benefits outlined in Section 4 shall not be payable to the Employee if 
he resigns pursuant to this Section. Employee shall be entitled to his normal accrued vacation 
leave and retirement benefits, and if applicable, sick leave, personal day, upon termination. 
 
Section 6: 
Compensation 
 
 
A. 
Base Salary. Employee’s Base Salary shall be adjusted starting July 1, 2024 based 
on the results of City’s planned wage and compensation study being conducted in fiscal year 
2023-24. The City Council may provide Employee with other cost of living adjustments as it 
otherwise sees fit. 
 
 
B. 
Raises or Bonus Pay.  Whether to increase Employee’s annual base salary or 
otherwise provide additional compensation from November 16, 2023 through the remainder of 
this contract shall be in the sole discretion of the City Council.  The Council may consider such 
raises or bonus pay at a meeting of the Council in October of each year of this Agreement. 
 
Section 7:  
Vacation, Sick Leave, and Personal Day 
 
Employee shall accrue twenty-eight (28) days of vacation annually. Employee shall be 
entitled to one (1) personal day annually. Employee shall accrue twelve (12) days of sick leave 
annually, and shall be eligible to accrue and maintain up to but not exceeding 560 hours of sick 
leave.  
 
 
The Employee is entitled to accrue all unused vacation leave, without limit, and in the 
event the Employee’s employment is terminated, either voluntarily or involuntarily, the 
Employee shall be compensated for all accrued vacation time, sick time, and applicable personal 
day except as stated in Section 4(C). This entitlement is provided notwithstanding City policy 
encouraging that available leave be taken for rest and relaxation from the rigors of the job. 
 
Nothing in this provision is intended to nor shall it impact or affect the Employee’s ability 
to carry forward sick time, vacation, and personal time accrued and accumulated prior to the 
Effective Date. 
 
 
 
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Section 8:  
Health, Disability and Life Insurance Benefits 
 
 
Employer agrees to provide and to pay the premiums for health, disability and life 
insurance benefits for the Employee and his/her dependents equal to that which is provided to 
all other employees of the City. 
 
Section 9:  
Retirement 
 
 
Employer shall make contributions into the Plan an amount equal to fifteen percent 
(15%) of the Employee’s Base Salary set forth in Section 6(A) as adjusted, if any, pursuant to 
Section 6(B), provided, however, that the Employer shall not contribute more than the maximum 
amount allowed by applicable law, regulation or Plan rules. The Plan will conform to all 
applicable state and federal regulations, including but not limited to those issued by the Internal 
Revenue Service and the Internal Revenue Code. Employee shall be responsible for any state 
and federal tax consequences directly or indirectly related to the Employer’s contribution made 
pursuant to this Section. The parties agree to execute any and all documents and instruments 
required to effectuate the provisions of this section, provided, however, nothing contained 
herein shall require the Employer to pay more than the amount set forth herein. 
 
Section 10:  
General Business Expenses 
 
 
A. 
Employer agrees to budget for and to pay for professional dues and subscriptions 
on behalf of Employee necessary for continuation and full participation in national, regional, 
State, and local associations, and organizations necessary and desirable for the Employee’s 
continued professional participation, growth, and advancement, and for the good of the 
Employer. This benefit shall not be deemed a severance benefit under Section 4 of this 
Agreement. 
 
 
B. 
Employer agrees to budget for and to pay for travel and subsistence expenses of 
Employee for professional and official travel, meetings, and related occasions to adequately 
continue the professional development of Employee and to pursue necessary official functions 
for Employer, including but not limited to the ACMA Semi-Annual Conferences, the Arizona 
League of Cities and Towns, and such other national, regional, State, and local governmental 
groups and committees thereof in which Employee serves as a member. This benefit shall not 
be deemed a severance benefit under Section 4 of this Agreement. 
 
 
C. 
Employer recognizes that certain expenses of a non-personal but job-related 
nature are incurred by Employee and hereby agrees to reimburse or to pay said general 
expenses. The Chief Financial Officer is hereby authorized to disburse such moneys upon receipt 
of duly executed expense or petty cash vouchers, receipts, statements, personal affidavits, or 
payroll contribution.  Such expenses may include personal services allowance up to $200/mo. as 
well as a monthly care allowance in accord with the City of Tolleson compensation plan. This 
benefit shall not be deemed a severance benefit under Section 4 of this Agreement. 
 
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D. 
Employer acknowledges the value of having Employee participate and be directly 
involved in local civic clubs or organizations. Accordingly, Employer agrees to budget for and to 
pay for the reasonable membership fees and/or dues, travel and subsistence expenses to enable 
the Employee to become an active member in local civic clubs or organizations. This benefit shall 
not be deemed a severance benefit under Section 4 of this Agreement. 
 
Section 13:  
Indemnification 
 
 
A. 
Beyond that required under federal State or local law, Employer shall defend, 
hold 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 City Manager or resulting from the 
exercise of judgment or discretion in connection with the performance of such duties or 
responsibilities, unless the act or omission involved willful or wanton conduct. In such 
circumstances, the Employee may request independent legal representation at Employer’s 
expense and the Employer shall not unreasonably refuse to provide such representation or 
unreasonably withhold approval. Legal representation, provided by Employer for Employee, 
shall extend until a final determination of the legal action including any appeals brought by any 
party. 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 attorney fees, and any other liabilities incurred by, imposed upon, or 
suffered by 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 duties. Any 
settlement of any claim must be entered only with prior approval of the Employer in order for 
indemnification, as provided in this Section, to be available. 
 
 
B. 
Employee recognizes that Employer shall have the right to compromise and settle 
any claim or suit. Further, Employer agrees to pay all reasonable litigation expenses of Employee 
throughout the pendency of any litigation to which the Employee is a party, witness or advisor 
to the Employer. Such expense payments will continue beyond Employee’s service to the 
Employer as long as litigation is pending. 
 
Section 12:  
Bonding 
 
 
Employer shall bear the cost of any fidelity or other bonds required of the Employee. 
 
Section 13:  
Other Terms and Conditions of Employment 
 
 
A. 
The Employer, only upon separate agreement with Employee, shall 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, the City Code or any other law. 
 
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B. 
All provisions of the City Code and the rules and regulations adopted by Employer 
relating to vacation, sick leave, personal day, retirement contributions, holidays, and other 
fringe benefits, and working conditions, as they now exist or hereafter may be amended, shall 
also apply to Employee, unless such benefits are provided for otherwise in this Agreement, in 
addition to the benefits enumerated herein specifically for the benefit of Employee. 
 
Section 14: 
Notice 
 
 
A. 
The term “Notice” as used in this Agreement means written notice. 
 
 
B. 
Any Notice required under this Agreement by its terms or reasonably necessary 
to fulfill the terms of this Agreement shall be deemed delivered to Employer if such Notice is 
delivered to the City Clerk at City Hall; and to Employee if such Notice is delivered to his 
residence according to the address maintained on file at City Hall. Notices shall be by certified 
mail (addressee only; return receipt requested) or by hand with appropriate return. 
 
 
C. 
“Days” in the Agreement signifies calendar days unless otherwise specified. 
 
Section 15:  
General Provisions 
 
 
A. 
Integration. 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 existing agreements, prior discussions or representations by or between the 
parties are merged 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 the Agreement. Such 
amendments will be incorporated into and made part of this Agreement. 
 
 
B. 
Binding Effect. This Agreement shall be binding on the Employer and the 
Employee as well as their heirs, assigns, executors, personal representatives and successors in 
interest. 
 
 
C. 
Severability. 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 impingement or judicial 
modification of the invalid provision. 
 
D. 
Cancellation.  This agreement shall be subject to the cancellation provisions of ARS 
§38-511. 
 
 
[SIGNATURES ON FOLLOWING PAGE.] 
 
 
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IN WITNESS WHEREOF, the City of Tolleson has caused this Agreement to be executed in its 
behalf by its Mayor and attested by its City Clerk, and Reyes Medrano, Jr., has executed this 
Agreement in his own behalf. 
 
CITY OF TOLLESON, ARIZONA 
 
 
EMPLOYEE 
 
 
By:  
 
 
 
 
 
 
By:  
 
 
 
 
 
 
       Juan F. Rodriguez, Mayor  
 
                    Reyes Medrano, Jr., City Manager 
 
ATTEST: 
 
 
 
 
 
APPROVED AS TO FORM: 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Crystal Zamora, City Clerk 
 
 
 
Justin Pierce, City Attorney 
DocuSign Envelope ID: AFE21C5D-69A8-4A23-A4CD-4BD69BEBD5BC

Certificate Of Completion
Envelope Id: AFE21C5D69A84A23A4CD4BD69BEBD5BC
Status: Completed
Subject: Complete with DocuSign: 10 24 23 City Manager Employment Agreement 11 26 23 to 11 15 26.pdf
Source Envelope: 
Document Pages: 7
Signatures: 4
Envelope Originator: 
Certificate Pages: 5
Initials: 0
Citlaly Salas
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
citlaly.salas@tolleson.az.gov
IP Address: 208.87.239.202 
Record Tracking
Status: Original
             10/30/2023 10:04:51 AM
Holder: Citlaly Salas
             citlaly.salas@tolleson.az.gov
Location: DocuSign
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Juan Rodriguez
juan.rodriguez@tolleson.az.gov
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Sent: 10/30/2023 10:08:31 AM
Viewed: 10/30/2023 4:21:48 PM 
Signed: 10/30/2023 4:22:12 PM
Electronic Record and Signature Disclosure: 
      Accepted: 4/23/2021 5:12:07 PM
      ID: 479786c4-20fe-4dbd-98a5-b574342b1f6a
Reyes Medrano
reyes.medrano@tolleson.az.gov
City Manager
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(None)
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Using IP Address: 68.110.68.143
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Sent: 10/30/2023 4:22:13 PM
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Signed: 10/30/2023 8:42:42 PM
Electronic Record and Signature Disclosure: 
      Accepted: 10/30/2023 8:42:14 PM
      ID: a998ffa2-108f-4f03-8ec9-40b5c187d38d
Crystal Zamora
crystal.zamora@tolleson.az.gov
Carahsoft OBO City of Tolleson
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(None)
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Using IP Address: 72.222.130.62
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Sent: 10/30/2023 8:42:43 PM
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Signed: 10/30/2023 10:05:45 PM
Electronic Record and Signature Disclosure: 
      Not Offered via DocuSign
Justin Pierce
justin@piercecoleman.com
City Attorney
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(None)
Signature Adoption: Pre-selected Style
Using IP Address: 184.98.163.34
Signed using mobile
Sent: 10/30/2023 10:05:46 PM
Viewed: 10/31/2023 8:58:44 AM 
Signed: 10/31/2023 8:58:59 AM
Electronic Record and Signature Disclosure: 
      Accepted: 10/31/2023 8:58:44 AM
      ID: 4e2ce531-89cd-4cbf-9d0e-def69d4e85bd

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Citlaly Salas
citlaly.salas@tolleson.az.gov
Deputy City Clerk
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(None)
Sent: 10/31/2023 8:59:00 AM
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Electronic Record and Signature Disclosure

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Electronic Record and Signature Disclosure created on: 4/22/2020 1:30:59 PM
Parties agreed to: Juan Rodriguez, Reyes Medrano, Justin Pierce

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