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Terms and Conditions of Employm / " / / TERMS AND CONDITIONS OJ' EKPLOYMBNT Made and entered into this \ <f~ day of March, 1992, by and between the ci ty of Miami Beach, state of Florida, a municipal corporation, hereinafter called "Employer", as party of the first part, and Roger M. Carlton, hereinafter called "Employee", as party of the second part, both of whom understand as follows: WIT N E SSE T H : WHEREAS, Employer desires to employ the services of said Roger M. Carlton as City Manager of the City of Miami Beach; and WHEREAS, it is the desire of the Governing Board, hereinafter called "City Commission", to provide certain benefits, establish certain conditions of employment and to set working conditions of said Employee; and WHEREAS, it is the desire of the City Commission to (1) secure and retain the services of Employee and to provide inducement for said Employee to remain in such employment, (2) to make possible full work productivity by assuring Employee's morale and peace of mind with respect to future security, and (3) to provide a just means for terminating Employee's services at such time as Employee may be unable fully to discharge his duties due to age, or disability or when Employer may otherwise desire to terminate Employee's employ; and WHEREAS, Employee desires to accept employment as City Manager of said City under the above terms and conditions and such other terms and conditions as will promote his continuous productivity .and efficiency in the best interest of the City of Miami Beach. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows: Section 1. Duties Employer hereby agrees to employ said Roger M. Carlton as City Manager and said Employee hereby agrees to perform said functions and duties of City Manager as specified in the City Charter and the City Code of the City of Miami Beach, and to perform other legally permissible and proper duties and functions as the City commission shall from time to time assign. Section 2. Term A. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the City Commission to terminate the services of Employee at any time, subject only to the provisions set forth in Section 4, Paragraphs A and B of this Agreement. B. 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 provision set forth in Section 4, Paragraph C, of this Agreement. c. Employee agrees to remain in the exclusive employ of Employer as long as this contract remains in full force and effect, and neither to accept other employment nor to become employed by any other employer. The term "Employed" shall not be construed to include occasional teaching, writing or consulting performed on Employee's time off. Such activities shall be limited as per section 9 herein. section 3. Suspension Employer may suspend the Employee with full pay and benefits at any time during the term of this Agreement, but only if (1) a majority of City commissioners and Employee agree; or (2) after a public hearing, a majority of City commissioners vote to suspend Employee for just cause provided, however, that Employee shall have been given written notice setting forth any charges at least ten (10) days prior to such hearing by the City Commission member(s) bringing such charges. section 4. Termination and Severance Pay A. In the event Employee "is terminated by the City commission prior to March 29, 1993 and during such time that Employee is willing and able to perform his duties under this Agreement, then, in that event, Employer agrees to pay Employee a lump sum cash payment equal to six (6) months aggregate salary. In the event employee is terminated by the City commission after March 29, 1993 but prior to March 29, 1997, and during such time that Employee is willing and able to perform his duties under this Agreement, then, in that event, Employer agrees to pay employee a lump sum cash payment equal to one (1) year aggregate salary. However, notwithstanding the foregoing, that in the event Employee is terminated because of just cause as reasonably determined by Employer, in accordance with the procedures set forth in Section 3 (2) above, in its judgment, then in that event, Employer shall have no obligation to pay the aggregate severance sum designated in this paragraph. THE ENFORCEABLE SEVERANCE PAY, WHEN APPLICABLE, SHALL CONSTITUTE AGREED, STIPULATED AND LIQUIDATED DAMAGES AND CONSTITUTE THE MAXIMUM AMOUNT OF FINANCIAL LIABILITY FOR WHICH THE EMPLOYER MAY BE LIABLE IN THE EVENT OF A TERMINATION AND/OR BREACH OF CONTRACT. THIS PROVISION SHALL NOT LIMIT BENEFITS SPECIFICALLY ENUMERATED IN OTHER PROVISIONS OF THIS CONTRACT. B. Agreement In the event Employer at any time during the term of this reduces the salary or other financial benefits of 2 Employee in a greater percentage than an applicable across-the- coard reduction for all employees of Employer, or in the event Employer refuses, following written notice, to comply with any other provision benefiting Employee herein, or the Employee resigns following a suggestion, whether formal or informal, by the City Commission that he resign, then, in that event, Employee may, at his option, be deemed to be "terminated" at the date of such reduction or such refusal to comply within the meaning and context of the herein severance pay provision. C. In the event Employee voluntarily resigns his position wi th Employer before expiration of the aforesaid term of his employment, then Employee shall give Employer two (2) months notice in advance, unless the parties otherwise agree and Employee shall have no right to collect severance pay. section 5. Disability If Employee is permanently disabled or is otherwise unable to perform his duties because of sickness, accident, injury, mental incapacity or health for a period of four successive weeks beyond any accrued sick leave, or for twenty working days over a thirty working day period, Employer shall have the option to terminate this Agreement, subject to the severance pay requirements of three (3) months salary during the first year, six (6) months salary during the second year, nine (9) months salary during the third year and one (1) years salary in the fourth year and ensuing years. Employer at its option may buy a disability insurance policy to fulfill the requirements of this provision. Notwithstanding the foregoing, Employee shall be compensated for any accrued sick leave, vacation, holidays, compensatory time and other accrued benefits. Section 6. Salary Employer agrees to pay Employee for services rendered pursuant hereto an annual base salary of One Hundred Twenty-five Thousand Dollars ($125,000.00), payable in installments at the same time as other employees of the Employer are paid. In addition, Employer agrees to review said base salary and/or other benefits of Employee in such amounts and to such extent as the City commission may determine that it is desirable to do so on the basis of an annual salary review of said Employee made at the same time as similar consideration is given other employees generally. Section 7. Performance Evaluation A. The Commission shall review and evaluate the performance of the Employee at least once annually in advance of the adoption of the annual operating budget. Said review and evaluation shall be in accordance with specific criteria developed jointly by Employer and Employee. Said criteria may be added to or deleted from as the city commission may from time to time determine, in 3 consultation with the Employee. Further, the Mayor shall provide the Employee with a summary written statement of the findings of the City commission and provide an adequate opportunity for the Employee to discuss his evaluation with the City commission. B. Annually, the City commission and Employee shall define such _goals and performance objectives which they determine necessary for the proper operation of the City, and in the attainment of the City commission's policy objectives and shall further establish a relative priority among those various goals and objectives, said goals and objectives to be reduced to writing. They will generally be attainable within the time limitations as specified and the annual operating and capital budgets and appropriations provided. C. In effecting the prOV1S1ons of this section, the City commission and Employee mutually agree to abide by the provisions of applicable law. section 8. outside Activities Employee may not spend more than five (5) hours per week in teaching or other non-Employer connected business without the prior approval of the City Commission. This provision is not intended to limit Employees' assisting his former employer in conjunction with his former duties, provided that same is not in conflict with the City of Miami Beach and further providing that said activities do not in any way, shape or form interfere with Employee fully discharging his present duties in the best interest of the city of Miami Beach. Such activity shall not exceed the pendency of the litigation regarding the SEAQUARIUM VILLAGE DEVELOPMENT ORDER and Employee shall receive no compensation for such activity. section 9. Employee Relocation Within 60 days after Employee has completed his first year of employment, the City Commission may make a determination that the Employee is required to relocate to Miami Beach. This matter may be brought up by any City commissioner or by the Employee and requires a majority vote of the City Commission to be in full force and effect. If the majority of the City commission determines that the Employee should relocate to Miami Beach, then, in that event, the parties are bound by the following provisions, to wit: A. Employee agrees to immediately commence to locate suitable housing for Employee and family within the city limits of Miami Beach and agrees, if possible to move into said residence within one year. Should Employee be unable to locate suitable and affordable housing within said period, then, the City commission may extend this time period at its option. B. Employer agrees to review the costs of relocation and to provide equitable compensation for said relocation. 4 Section 10. Automobile Employee's duties require having the exclusive and unrestricted use at all times during employment with Employer of an automobile provided to Employee by the Employer. Employer shall be respopsible for providing for liability, property damage and comprehensive insurance and for the purchase, operation, maintenance, repair and regular replacement of said automobile. section 11. Vacation and sick Leave Upon signing this contract, Employee shall be entitled to accrued vacation leave and sick leave at the same rate as other general unclassified employees of Employer. section 12. Health and Life Insurance A. Employer agrees to put into force for Employee insurance policies for life, accident, sickness, major medical and dependent's coverage group insurance covering Employee and dependents. B. Employer agrees to purchase term life insurance policies equal in amount to three (3) times the annual gross salary of Employee. Employee shall pay the premium in accordance with City policy on the first two (2) times the annual salary and shall pay the entire premium on the third (3) times the annual salary. C. Employer agrees to provide hospitalization, surgical and comprehensive medical insurance for Employee and dependents and to pay the premiums thereon equal ~o that which is provided all other employees of Employer or, in the event no such plan exists, to provide same for Employee. CAVEAT: In no event shall the benefits in this section exceed the percentage of premium paid for on behalf of other employees by Employer. (i.e., if other employees receive payments of only half of the premium from the Employer and pay the remaining half themselves, then, in that event, the same provisions shall be applicable to Employee herein, it being the intent that this Section shall place Employee on an identical footing with every other unclassified employee.) Section 13. Retirement A. At the annual performance evaluation as per Sections 6 and 7 supra, Employer shall discuss and consider, at its discretion, based upon the performance of the Employee appropriate increases in said base salary and/or benefits including, but not limited to, a retroactive awarding of deferred compensation and the execution of all necessary agreements provided by the International 5 City Management Association-Retirement corporation (ICMA-RC) for Employer's participation in said ICMA-RC retirement plan; and, in addi tion to the base salary paid by the Employer to Employee, Employer, may in its discretion agree retroactively based upon said annual performance evaluation to pay Seven Thousand Five Hundred Dollars ($7,500.00) in a lump sum into the ICMA-RC on Employee's behalf and Employer agrees to transfer ownership to succeeding employers upon Employee's resignation or discharge. B. Employee will be part of the unclassified pension system. Notwithsta.nding the foregoing, Employee covenants diligently to approach the issue of pension reform without regard to the fact that the results of said pension reform could create a reduction in benefits for Employee. Section 14. Dues and Subscriptions Employer agrees to budget and to pay for the professional dues and subscriptions of Employee necessary for his continuation and full participation in national, regional, state and local associations and organizations necessary and desirable for Employee's continued professional participation, growth and advancement, and for the good of the Employer. Section 15. Professional Development A. Employer hereby agrees to budget for and to pay the travel and subsistence expenses of Employee for professional and official travel, meetings and occasions adequate to continue the professional development of Employee and to adequately pursue necessary official and other functions for Employer. B. Employer also agrees to budget and to pay for the travel and subsistence expenses of Employee for those courses, institutes and seminars that are necessary for professional development and/or for the good of the Employer. Section 16. General Expenses Employer recognizes that certain expenses of a non-personal and generally jOb-affiliated nature are incurred by Employee, and hereby agrees to reimburse or to pay said general expenses and the Finance Director is hereby authorized to disburse such monies upon receipt of duly executed expense or petty cash vouchers, receipts, statements or personal affidavits. Section 17. organization Membership Employer recognizes the desirability of representation in and before local civic, social, and other organizations, and Employee is authorized to become a member of such civic clubs or organizations, for which Employer shall pay all job related expenses. No civic club or organization authorized hereunder may engage in discrimination as to race, sex, color, creed, national origin or disabilities. 6 It is the continuing responsibility of Employee before becoming a member of such civic club or organization to verify that there is no discrimination regarding any use, service, maintenance, membership or operation of the civic club or organization. MEMBERSHIP IN ANY COUNTRY CLUB IS SPECIFICALLY EXCLUDED FROM THIS .sECTION AND EMPLOYER SHALL NOT PAY FOR ANY COUNTRY CLUB MEMBERSHIP, UNLESS AUTHORIZED BY A MAJORITY VOTE OF THE CITY COMMISSION AND UNLESS SAID MEMBERSHIP IS SPECIFICALLY JOB RELATED. Section 18. Indemnification 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 City Manager. If required, Employer will compromise and settle any such claim or suit and pay the amount of any settlement or judgment rendered thereon. This provision includes the right to legal counsel provided for by the city. Section 19. Bonding Employer shall bear the full cost of any fidelity or other bonds required of the Employee under any law or ordinance. Section 20. Other Terms and Conditions of Employment A. The City commission, in consultation with the Mayor, shall fix any such other terms and conditions of employment, as it may determine from time to time, relating to the performance of Employee, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement, the city Charter or any other law. B. All provisions of the City Charter and Code, and regulations and rules of the Employer relating to vacation and sick leave, holidays and other fringe benefits and working conditions as they now exist or hereafter may be amended, also shall apply to Employee as they would to other employees of Employer, in addition to said benefits enumerated specifically for the benefit of Employee except as herein provided. C. Employee shall be entitled to receive the same vacation and sick leave benefits as are accorded department heads, including provisions governing payment therefore on termination of employment. Section 21. No Reduction of Benefits Employer shall not at any time during the term of this Agreement reduce the salary, compensation or other financial benefits of Employee, except to the degree of such a reduction across-the-board for all similarly situated unclassified employees of the Employer. 7 s.c~ion 22. .o~ic.. Notices pursuant to this Agreement shall be given by deposit in the custody of the Uni ted states Postal Service, postage prepaid, addressed as follows: (1) Employer: Mayor Seymour Gelber city of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Laurence Feingold City Attorney 1700 Convention Center Drive Miami Beach, FL 33139 (2) Employee: Roger M. Carlton 12715 Rolling Road Drive Miami, FL 33156 Al ternati vely, notices required pursuant to this Agreement may be personally served in the same manner as is applicable to civil judicial practice. Notice shall be deemed given as of the date of personal service or as of the date of deposit of such written notice in the course of transmission in the United States Postal Service. section 23. General provisions A. The text herein shall constitute the entire Agreement between the parties. B. This Agreement shall be binding upon and inure to the benefit of the heirs at law and executors of Employee. C. This Agreement shall become effective commencing March 30, 1992. D. If any provision, or any portion thereof, contained in this Agreement is held unconstitutional, invalid or unenforceable, the remainder of this Agreement, or portion thereof, shall be deemed severable, shall not be effected and shall remain in full force and effect. E. Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and the arbitration award shall be final and binding upon the parties hereto and subject to no appeal, and shall deal with the question of the costs of arbitration and all matters related thereto. In that regard, the parties shall mutually select one arbitrator, but to the extent the parties cannot agree upon the arbitrator, then the American Arbitration Association shall appoint one. Judgment upon the award rendered may be entered into any court having jurisdiction, or 8 application may be made to such court for an order of enforcement. F. No alteration, modification or amendment of this Contract shall be effective unless contained in a writing, executed between the parties in a document of equal dignity with this Contract. G. The Employee waives the privilege of venue and agrees that any litigation or arbitration involving this Contract shall take place in the appropriate Eleventh Judicial Circuit in and for Dade County, Florida, or if in Federal court, the appropriate court for the Southern District of Florida. above written. of Florida IN WITNESS WHEREOF, the City f Attest: ~ L~",^,- ci y Clerk APPROVED AS TO FORM: ~IlWdl~ Roger M. Carlton, Employee ~~~ city Attorney {/ LF:ks (a:lfcityatty\employmB.con) 9