Rickelle Williams Employment Agreement • #2024-33059
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement) is entered into this ZL day of
ntuA 2024, by, and between RICKELLE WILLIAMS ("WILLIAMS") and the CITY OF
MIAEACH, FLORIDA(the"City")(each, a"Party" and collectively, the"Parties").
WHEREAS, on April 3, 2024; the Mayor and City Commission appointed WILLIAMS to
serve as Interim City Manager of the City of Miami Beach during such time as the City Commission
conducts its search process for a new permanent City Manager(the"City Manager Search"); and
WHEREAS,the Parties acknowledge that in accepting this engagement,WILLIAMS has
taken (and been given) leave from her position as one the City's Assistant City Managers and
that, upon the normal expiration of the term of this Agreement and successful completion of her
services as the Interim City Manager, it is the intent of the Parties that she return to her position
as Assistant City Manager or such more senior level executive staff position as the new
permanent City Manager may appoint WILLIAMS to and the WILLIAMS may accept; and
WHEREAS, the City, acting by and through its City Commission, desires to employ
WILLIAMS as its Interim City Manager on the terms and conditions set forth in this Agreement,
and WILLIAMS desires to be employed as Interim City Manager on those same terms and
conditions; and
WHEREAS,on May 15,2024,the Mayor and City Commission adopted Resolution No.2024-
3u91 , approving and authorizing the Mayor and City Clerk to execute this Agreement with
Rickelle Williams,for a term commencing on April 4,2024 and until such time as the City Commission
appoints a permanent City Manager and the new City Manager commences their term of
employment; and
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency of which are
hereby conclusively acknowledged, the Parties agree as follows:
1. Recitals. The Parties agree that the above recitals are true and correct and are
incorporated as if fully set forth here.
2. Employment and Duties. The City hereby agrees to engage WILLIAMS, and
WILLIAMS agrees to be engaged, as Interim City Manager for the City of Miami Beach.
WILLIAMS shall devote her full working time to her duties as Interim City Manager, and shall
perform all duties and responsibilities of the City Manager as set forth in the Charter of the City
of Miami Beach, Florida, and in.the Code of the City of Miami Beach, Florida, and all such duties
customary and appropriate to this position of Interim City Manager and such other appropriate
duties as may be assigned by the City Commission or its designee from time to time.
a. WILLIAMS,will not accept or perform any other employment, paid or unpaid, while she is
employed as Interim City Manager, except as expressly set forth herein or expressly
agreed to by the City Commission by resolution and modification of this Agreement
according to its terms.
b. However, nothing in this Agreement shall prohibit WILLIAMS from occasional other work,
such as teaching, writing, community activities, pro bono work, or civic or charitable
activities as is appropriate to this position of Interim City Manager, provided, however,
that such work shall not interfere with WILLIAMS's duties as Interim City Manager and
shall not in any way reflect unfavorably on the City.
c. WILLIAMS shall at all times apply her best efforts to the performance of her duties as
Interim City Manager.
3. Employment at Will. WILLIAMS is employed at will and serves at the pleasure of
the City Commission. This Agreement and WILLIAMS's employment may be terminated by the
City Commission at any time and for any reason or for no reason, subject only to the express
Termination provisions of this Agreement.
4. Term. The term of this Agreement shall be deemed to have commenced
retroactively as of April 4, 2024 (the "Commencement Date"), and shall automatically expire at
such time as the City Commission appoints a permanent City Manager and the new City Manager
commences their term of employment,subject to the earlier termination provisions set forth herein.
a. Upon the City's engagement of a permanent City Manager, this Agreement shall
automatically expire and WILLIAMS shall automatically revert to her position as
Assistant City Manager or shall accept such other higher level executive staff
position as the new permanent City Manager may appoint her to; provided,
however that if, after reverting to her position or accepting such higher level
position, WILLIAMS is either terminated or demoted to a lesser position at any
time within a period of one (1) year from her reverting to her Assistant City
Manager position or acceptance of such higher level position, then WILLIAMS
shall be entitled to the Severance Payment described in Section 7(a).
b. Upon reverting to the position of Assistant City Manager or other more senior
position,any salary adjustment provided to WILLIAMS under this Agreement shall
automatically expire, and WILLIAMS's base salary will be adjusted to (i) an
amount not less than WILLIAMS's base salary as Assistant City Manager as of
April 3, 2024 (increased by any cost of living adjustments (COLA) and a three
percent(3%) merit increase on the existing schedule if WILLIAMS reverts to the
Assistant City Manager position or (ii) to a salary commensurate with the
responsibilities of a position more senior than Assistant City Manager.
c. In addition to the automatic expiration of this Agreement pursuant to the foregoing
provisions of this Section 4, the City Commission may also terminate this
Agreement,at any time,without cause and for convenience, upon thirty(30)days
prior written notice to WILLIAMS, as provided in Section 7(a) of this Agreement.
The City Commission may also terminate this Agreement, and WILLIAMS's
employment with the City, for "Cause," as provided in Section 7(b) of this
Agreement.
5. Compensation. WILLIAMS shall receive compensation for performing the duties
of Interim City Manager as set forth in this Section 5. Nothing other than those items set forth in
this Section 5 shall be considered or treated as compensation, wages, salary, earnings, or
remuneration to WILLIAMS for any purpose whatsoever, including pension or for purposes of
Section 448.08, Florida Statutes, or in arbitration.
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a. Salary. The City shall pay WILLIAMS a base salary of$350,000 during the term
of this Agreement, to be earned and to be accrued bi-weekly, and any cost-of-
living adjustment in during the term of this Agreement, if any such adjustment is
provided to general unclassified employees of the City. This salary shall be paid
bi-weekly according to the usual payroll practices of the City applicable to
unclassified general employees. Upon the expiration of this Agreement,
WILLIAMS salary shall be adjusted in accordance with the provisions set forth in
Section 4.b.
b. Employee Benefits. The Parties agree and acknowledge that WILLIAMS shall be
entitled to and shall continue to receive the same employee benefits which
WILLIAMS earned as Assistant City Manager as of April 3, 2024, including,
without limitation, the City-offered group medical, dental and life insurance
benefits; Section 457 deferred compensation benefit; annual leave, holidays and
sick leave; vehicle allowance; mobile telephone allowance; payment of any
professional bar dues or professional development expenses, in the same
manner as generally made available to Assistant City Managers in the Office of the
City Manager; and any other fringe benefits available to any other general
unclassified employee of the City. In addition, during her tenure as Interim City
Manager, the City shall make a contribution on WILLIAMS's behalf of (i) the
maximum amount permitted to be contributed into the Plan in such tax year(pro-
rated for any partial year) according to the terms of the Plan and applicable laws
and (ii)the maximum post-tax deferred compensation IRA contribution permitted
by applicable law in such tax year (pro-rated for any partial year). The deferred
457 Plan compensation payments referred to above shall accrue for the
applicable tax year on a bi-weekly basis. WILLIAMS is currently making
contributions to the 457 Plan. The Human Resources Department shall make(or
apply) any contributions contemplated herein on a retroactive basis to April 4,
2024. To the extent that WILLIAMS's contributions during the period from April 4,
2024 through the date that the Human Resources Department makes the
necessary adjustments to the 457 Plan contribution would cause the City's
contribution of the pro-rated maximum amount permitted to be contributed for the
remainder of the tax year ((or pro-rated for any partial year) to exceed such
maximum pro-rated amount (the "Unpermitted Contribution Amount"), then
WILLIAMS shall be paid an amount equal to the Unpermitted Contribution Amount
as additional salary. At the expiration or earlier termination of this Agreement, all
accrued and unpaid deferred compensation payments for both the 457 Plan and
the IRA shall be due and payable for the benefit of WILLIAMS as soon as
reasonably possible, in accordance with applicable laws. The deferred
compensation IRA payments described above shall accrue also for the applicable
tax year on a bi-weekly basis. To the extent possible, such payments shall be
made not later than quarterly until the end of WILLIAMS's tenure as Interim City
Manager.
c. Other terms and conditions. The City Commission shall fix any such other terms
and conditions of employment, as it may reasonably determine from time to time
during the Term, provided such terms or conditions do not conflict with the City
Charter or any other law, or do not reduce the salary and benefits provided in this
Section 6 of this Agreement, except to the degree of a reduction (or reductions)
in salaries and/or benefits which are made across-the-board for, and apply to, all
general unclassified employees of the City.
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6. Termination by WILLIAMS. In the event WILLIAMS voluntary resigns her position
with the City prior to the expiration or earlier termination of this Agreement, WILLIAMS shall give
the City at least thirty(30)days prior written notice, and the City shall have no obligation to pay,
and WILLIAMS shall have no right to collect, the Severance Payment under this Agreement,
unless the Parties otherwise agree.
7. Termination by the City. In addition to the automatic expiration of this Agreement
upon the engagement of a new City Manager as provided in Section 4(a), the City Commission
may terminate this Agreement and, thereby, WILLIAMS's employment, at any time, with or
without notice, and for any reason or for no reason.
a. Without Cause. Should the City Commission terminate this Agreement without
Cause, it shall pay WILLIAMS an amount equivalent to 20 weeks of the salary
amount set forth in Section 5(a) (the "Severance Payment'), along with all
payments due for work performed through the date of termination and other
payments due, if any, upon termination on the same terms and conditions
applicable to unclassified general employees and shall have no further liability to
her whatsoever.
b. With Cause. Should the City terminate this Agreement with Cause, as herein
defined, the City shall pay WILLIAMS any payments due for work performed
through the date of termination and other payments due, if any, upon termination
on the same terms and conditions applicable to unclassified general employees
and the City shall have no further liability to her whatsoever, including no
obligation to pay the Severance Payment as defined in Section 8(a). "Cause" is
defined as one or more of the following: material breach of this Agreement;
conviction of any felony; admission of conduct that would constitute any felony;
conduct that would constitute a violation of any applicable code of ethics or
professional conduct; conduct that would constitute malfeasance or misfeasance
in office as those terms are interpreted under Section 112.3187, Florida Statutes;
or other similar conduct that the City Commission reasonably determines merits
termination.
8. Pension. WILLIAMS shall continue her participation as a member of the Miami
Beach Employees Retirement Plan pursuant to the governing ordinance of the plan (which plan,
at the time of the execution of this Agreement, is as set forth in Ordinance 2023-4549 and
includes an accrual factor of four percent(4%)for WILLIAMS's period of service in the position
of Interim City Manager), provided, WILLIAMS shall receive an accrual factor of four percent
(4%)solely during her tenure as Interim City Manager.
9. Indemnification.The City shall indemnify and defend WILLIAMS or, at its option,
provide a defense to WILLIAMS against claims arising out of and in the course and scope of his
employment or function, consistent with and to the extent of Florida law under Chapter 111,.
Florida Statutes, and a public official's right to a defense against claims arising from their
performance of their public duties performed while serving a public purpose under the common
law of Florida.
10. Notice. Any notice hereunder shall be effective if made by delivery, postage paid,
to the United States Postal.Service or by a manner valid for personal service under the Florida
Rules of Civil Procedure or by public statement on the record during a meeting of the City
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Commission in the presence of the party to whom notice is to be given. Notice, for purposes of
this Agreement, is to be given to:
If to the City: Mayor Steven Meiner(or successor)
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
and
Office of the City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Ricardo J. Dopico
If to WILLIAMS: Rickelle Williams
55 NW 154 Street
Miami, FL 33169
11. No Assignment or Delegation; No Third-Party Beneficiaries. The services
provided by WILLIAMS are considered unique and personal to her.Accordingly, WILLIAMS may
not delegate or assign any duty, obligation, or benefit attaching or accruing hereunder. This
Agreement is entered into and intended for the benefit solely of the City and of WILLIAMS and
not for the benefit of any other person or entity.
12. Entire Agreement. Severability, Modification, Waiver. The provisions of this
Agreement constitute the entire agreement between the Parties on its subject matter and this
Agreement supersedes any other agreement, understanding, representation, or promise
whatsoever. WILLIAMS agrees that she has relied solely upon the express language of this
Agreement in determining whether to enter into this Agreement and not upon any other
understanding or communication of any kind,whether written or oral. Should a court or arbitrator
of competent jurisdiction determine that any provision of this Agreement or portion thereof is
illegal, invalid, or unenforceable, the 'remaining provisions or portions thereof shall remain in full
force and effect. This Agreement may be modified only by a writing signed by both Parties and
approved by the City Commission by resolution. Waiver of any right or of any breach of this
Agreement by either party in any instance or instances shall not constitute or be construed as a
waiver in any other instance.
13. Construction, Governing. Law, Headings. This Agreement shall be construed
according to its express language and not strictly for or against either Party, regardless of
authorship.This Agreement shall be governed by and according to the laws of the State of Florida.
Section headings are for convenience only and shall have no legal effect.
14. Arbitration. The Parties agree that any claim or dispute arising from this
Agreement, its interpretation, its renewal, or its breach shall be settled in final and binding
arbitration by a single arbitrator under the Arbitration Policies and Procedures of the Federal
Mediation and Conciliation Service. A panel of arbitrators may be requested by either Party and
the Parties will select an arbitrator by alternative strikes.The first Party to strike will be determined
by agreement or coin flip. Each Party may one-time reject a proposed panel of arbitrators and
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request another. The party requesting any panel shall bear the expense of the request. The
Parties shall bear equally the expense of the arbitrator and the location of the arbitration hearing.
The Parties shall each bear their own litigation costs, including attorney's fees, court reporter
fees, and witness fees, if any. The arbitrator shall apply a preponderance of the evidence
standard of proof. The party asserting a claim or affirmative defense shall have the burden of
persuasion as to that claim or affirmative defense. The arbitrator shall not have authority to
make any award of attorney's fees or the costs of the arbitration. The arbitrator shall confine
himself or herself strictly to the language of this Agreement and shall have no authority to add
to, subtract from, or modify any term or provision of this Agreement. The arbitrator shall have
no authority to construe any law, regulation, rule, principle of law, decision, or provision or
provisions of this Agreement or to make any award that would result in or obligate the City,
directly or indirectly, to incur any debt, cost, expense, or liability in excess of the amount initially
budgeted, approved, and appropriated for the funding of this Agreement. Any such purported
construction or award will be null and void.The arbitrator's award shall be subject to enforcement
or vacation by the Circuit Court according to law..Moreover, and without waiving the preceding
limitation, in no case shall the City be liable for any punitive, consequential, indirect, or incidental
damages whatsoever.
15. Counterparts, Electronic Signatures.This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original and all of which together shall
constitute a single instrument. Execution and delivery of this Agreement by electronic exchange
bearing the copies of a Party's signature shall constitute a valid and binding execution and
delivery of this Agreement by such Party. Such electronic copies shall constitute enforceable
original documents.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the Parties, after full consideration, including consultation
with independent counsel, do knowingly, voluntarily, and intending to be legally bound, hereby
enter into this Agreement duly executed on the dates written below.
Attest: FOR CITY 0 AMI BEAC LORICA:
v
731/ ,
Rafael.E. Granada Steven:Winer, Mayor.
_4` ,t cs" MAY 2 1 202L
=11011PMAIED" = FOR INTERIM CITY MANAGER:
'' ;,,Qc'H 2f?,V
,, _____A__
/4/0/1949...
Witness.Sig ature Rickelle Williams
KEILA MENA
Print Name
Wltne Signature
4
,A,c,,.. ,,
Print Name
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
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City A array Data
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Resolutions-C7 BB
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Ricardo J.•Dopico, City Attorney
DATE: May 15, 2024
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH,
FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN
EMPLOYMENT AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND INTERIM CITY
MANAGER RICKELLE WILLIAMS, TO PROVIDE FOR THE TERMS AND CONDITIONS OF THE
INTERIM CITY MANAGER'S EMPLOYMENT, FOR A TERM COMMENCING ON APRIL 4, 2024,
UNTIL SUCH TIME AS THE CITY COMMISSION APPOINTS A PERMANENT CITY MANAGER
AND THE NEW CITY MANAGER COMMENCES THEIR TERM OF EMPLOYMENT, UNLESS
TERMINATED EARLIER BY EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THE
EMPLOYMENT AGREEMENT; AND FURTHER, DIRECTING THE ADMINISTRATION TO TAKE
ALL STEPS NECESSARY TO CLOSE OUT MS. HUDAK'S EMPLOYMENT AGREEMENT
FOLLOWING HER SEPARATION DATE.
ANALYSIS .
The attached Resolution was prepared at the request of the sponsor,-Commissioner Joseph Magazine.
SUPPORTING SURVEY DATA
N/A
FINANCIAL INFORMATION
N/A
Applicable Area
Citywide .
Is this a"Residents Right to Does this item utilize G.O.
Know"item,_pursuant to Bond Funds?
City Code Section 2-14?
No No
Strategic.Connection
Non-Applicable
Legislative Tracking ' .
Office of the City Attorney
Sponsor
Commissioner Joseph Magazine
ATTACHMENTS:
Description
0 Resolution
RESOLUTION NO. 2024-33059
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE AN EMPLOYMENT
AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND INTERIM
CITY MANAGER RICKELLE WILLIAMS,TO PROVIDE FOR THE TERMS
AND CONDITIONS OF THE INTERIM CITY MANAGER'S
EMPLOYMENT, FOR A TERM COMMENCING ON APRIL 4, 2024, UNTIL
SUCH TIME AS THE CITY COMMISSION APPOINTS A PERMANENT
CITY MANAGER AND THE NEW CITY MANAGER COMMENCES THEIR
TERM OF EMPLOYMENT, UNLESS TERMINATED EARLIER BY
EITHER PARTY IN ACCORDANCE WITH THE TERMS OF THE
EMPLOYMENT AGREEMENT; AND FURTHER, DIRECTING THE
ADMINISTRATION TO TAKE ALL STEPS NECESSARY TO CLOSE OUT
MS. HUDAK'S EMPLOYMENT AGREEMENT FOLLOWING HER
SEPARATION DATE.
WHEREAS, on March 28, 2024, City Manager Alina T. Hudak submitted her letter
of resignation to the Mayor and City Commission; and
WHEREAS, subsequently, Ms. Hudak advised the City Commission that her last
day as the City Manager would be June 26, 2024; and
WHEREAS, following Ms. Hudak's resignation, on April 3, 2024, pursuant to
Resolution No. 2024-33004. the City Commission appointed Assistant City Manager
Rickelle Williams to serve as Interim City Manager, effective April 4, 2024, until such time
as a permanent City Manager is selected and commences the term of their employment,
with Ms. Hudak to provide support to the Interim Manager during the transition period
through June 26, 2024; and
WHEREAS, the City Commission desires to provide certain benefits and to
establish certain conditions of employment for Rickelle Williams in her capacity as Interim
City Manager as set forth in the attached Employment Agreement; and
WHEREAS, Ms. Williams desires to accept the position of Interim City Manager
for the term of, and in accordance with the terms and conditions set forth in, the
Employment Agreement; and
WHEREAS, promptly following Ms. Hudak's separation on June 26, 2024, the
Interim City Manager shall direct the Human Resources Department to take all necessary
steps to close out her employment agreement, including payment of her separation
payments as a lump sum.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby approve and authorize.the Mayor and City Clerk to execute the
attached Employment Agreement between the City and Rickelle Williams, engaging Ms.
Williams as Interim City Manager for the. City of Miami Beach; and further, directing the
Administration to take all steps necessary to close out Ms. Hudak's employment
agreement following her separation date.
PASSED and ADOPTED this iS day of , 2024.
ATTEST: .
teven Meiner, Mayor
MAY 2 1 2024t.g,,,
Rafael E. Granado, City Clerk � Er9.y
J 'ma's y1 .
•.INCORP ORATED1
Sponsored by Commissioner Joseph Magazine
APPROVED AS TO
FORM&LANGUAGE
&FOR EXECUTION
Ei2ro)2-0 24--
City Attorney Date