Resolution 2024-33341 RESOLUTION NO. 2024-33341
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 CITY
MANAGER ERIC T. CARPENTER, TO PROVIDE FOR THE TERMS AND
CONDITIONS OF THE CITY MANAGER'S EMPLOYMENT, FOR A TERM
OF UP TO THREE(3) YEARS, COMMENCING RETROACTIVELY AS OF
JULY 24, 2024, AND EXPIRING ON JULY 24, 2027, UNLESS
TERMINATED EARLIER BY EITHER PARTY IN ACCORDANCE WITH
THE TERMS OF THE AGREEMENT.
WHEREAS, on July 24, 2024, the Mayor and City Commission appointed Eric T. Carpenter
as City Manager of the City of Miami Beach, effective immediately; and
WHEREAS, the City Commission desires to provide certain benefits and establish certain
conditions of employment for Mr. Carpenter in his capacity as City Manager; and
WHEREAS, Mr. Carpenter desires to accept the position of City Manager pursuant to the
terms and conditions as set forth in the Employment Agreement attached to this Resolution as
Exhibit"A".
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, that the City Commission hereby approves and
authorizes the Mayor and City Clerk to execute an Employment Agreement between the City of
Miami Beach and City Manager Eric T. Carpenter, to provide for the terms and conditions of the
City Manager's employment, for a term of up to three (3) years, commencing retroactively as of
July 24, 2024, and expiring on July 24, 2027, unless terminated earlier by either party in
accordance with the terms of the Agreement. //''
PASSED AND ADOPTED this ,a day of iOCkej/c 2024.
ATTEST:
NOV 0 5 2024 Steven Meiner, Mayor
Ra ael E. Granado, City Clerk
"$
,,. APPROU4ED PPrS TO
FORM AND LANGUAGE
& FOR EXECUTION
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PORATED`
°"' �- Cityttorney Date
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Resolutions - C7 AO
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Nick Kallergis, Chief Deputy City Attorney
DATE: October 30, 2024
TITLE: 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 CITY MANAGER ERIC T. CARPENTER, TO
PROVIDE FOR THE TERMS AND CONDITIONS OF THE CITY MANAGER'S
EMPLOYMENT, FOR A TERM OF UP TO THREE (3) YEARS, COMMENCING
RETROACTIVELY AS OF JULY 24, 2024, AND EXPIRING ON JULY 24, 2027,
UNLESS TERMINATED EARLIER BY EITHER PARTY IN ACCORDANCE WITH
THE TERMS OF THE AGREEMENT.
RECOMMENDATION
BACKGROUND/HISTORY
On July 24, 2024, the Mayor and City Commission appointed Eric T. Carpenter as City Manager
of the City of Miami Beach, effective immediately.
At that meeting, the City Commission also authorized Commissioner Joseph Magazine, as Chair
of the Finance and Economic Resiliency Committee ("Finance Committee"), to negotiate the
terms of an Employment Agreement, which Agreement is subject to final approval by the Mayor
and City Commission. Once approved, the Employment Agreement would be retroactive to the
July 24, 2024 date of the City Manager's appointment.
ANALYSIS
The terms of employment for City Manager Eric T. Carpenter are largely consistent with the terms
for prior City Managers. The proposed Employment Agreement is attached hereto as Exhibit
"A." One provision that requires separate action by the City Commission is Mr. Carpenter's
cfequest, summarized below, to be included in Tier B of the Miami Beach Employees' Retirement
Plan ("Pension Plan"). A separate Ordinance amending the Pension Plan has been placed on the
October 30, 2024 City Commission meeting agenda to ratify this change.
As directed by the City Commission, Mr. Carpenter has met with the Chair of the Finance
Committee to review and negotiate the terms of his Employment Agreement. The attached
Agreement represents the terms negotiated between Mr. Carpenter and Commissioner
Magazine, subject to final approval by the City Commission.
The major terms of Mr. Carpenter's proposed Employment Agreement are as follows:
1. Term. Mr. Carpenter's Employment Agreement provides for a term of up to three(3)years,
which may be renewed by the City Commission by Resolution for succeeding periods.
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2. Base salary. The Employment Agreement provides for a base salary of $375,000 per
year, subject to annual evaluation by the City Commission.
3. Section 457 Deferred Compensation Plan and Individual Retirement Account. The
Employment Agreement provides that the City shall make an annual lump sum
contribution into (i) the City's Section 457 Deferred Compensation Plan in the amount of
$26,000 on Mr. Carpenter's behalf, and (ii) an Individual Retirement Account (IRA)
selected by Mr. Carpenter in the amount of $7,000. Both of these contributions will be
subject to an automatic annual increase to the maximum amount permitted by applicable
law.
4. Insurance. The City will pay the premiums for the City-offered group medical and group
dental plan selected by Mr. Carpenter, for himself and his eligible dependents. The City
will also pay the premiums for City-offered life insurance and supplemental life insurance
for Mr. Carpenter, and City-offered short-term disability, long-term disability, and long-term
care insurance for Mr. Carpenter.
5. Leave. Mr. Carpenter will be eligible to accrue, use, and convert leave hours on the same
terms as are applicable to unclassified general employees of the City.
6. Vehicle allowance. The Agreement provides for a vehicle allowance in the amount of
$9,600 annually, to reimburse Mr. Carpenter for the use of his personal vehicle for the
benefit of the City. In the alternative, Mr. Carpenter may forego the allowance in exchange
for the use of a City-owned vehicle with limited personal use.
7. Pension. Mr. Carpenter is proposing that he be included as one of the more than 400
current employees that are members of Tier B of the Pension Plan. Mr. Carpenter makes
this request, as set forth in Section 12 of the Agreement, "based on the more than ten
years of service as a City executive and the short duration of the contractual relationship
as City Manager." A separate item has been placed on the October 30, 2024 City
Commission meeting agenda to amend the Pension Plan in order to ratify this term. The
terms and benefits applicable to members of Tier B and Tier C, as well as the terms and
benefits that apply to Charter Officers, are summarized in the Commission Memorandum
accompanying the amendment to the Pension Plan.
The Employment Agreement also provides that Mr. Carpenter's performance will be evaluated by
the City Commission at least once annually. The annual review and evaluation will be in
accordance with the specific goals,.priority objectives, and initiatives the City Commission shall
establish, in consultation with Mr. Carpenter, as being necessary for the proper operation of the
City and the achievement of the City Commission's policy objectives. The Agreement provides
that the performance priorities, goals, and objectives for the City Manager shall be adopted by
the City Commission by December 31, 2024.
Mr. Carpenter's imme.diatepriorities include (i) the adoption of the City's FY2025 budget; (i!) the
continuation of City's ongoing public safety efforts, including during Spring Break; (iii) the City's
permitting process improvement program; (iv)the City Manager's staffing and organizational plan,
including filling of key vacancies; and (v) any such other priorities as the City Commission may
establish from time to time.
FISCAL IMPACT STATEMENT
The financial terms of the proposed Employment Agreement are summarized in this
Memorandum.
Does this Ordinance require a Business Impact Estimate?
(FOR ORDINANCES ONLY)
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.
If applicable, the Business Impact Estimate (BIE) was published on:
See BIE at: https://www.miamibeachfl.qov/city-hall/citv-clerk/meetinq-notices/
FINANCIAL INFORMATION
CONCLUSION
If the City Commission adopts the attached Resolution approving the Employment Agreement as
proposed, the City Attorney's Office recommends that the City Commission adopt the
accompanying Ordinance amending the Pension Plan at First Reading.
Applicable Area
Citywide
Is this a "Residents Right to Know" item, Is this item related to a G.O. Bond
pursuant to City Code Section 2-17? Project?
No No
Was this Agenda Item initially requested by a lobbyist which, as defined in Code Sec. 2-481,
includes a principal engaged in lobbying? No
If so, specify the name of lobbyist(s) and principal(s):
Department
City Attorney
Sponsor(s)
Co-sponsor(s) •
Condensed Title
6 4 6 4
Approve City Manager's Employment Agreement` CA
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the"Agreement")is entered into as of this 24th
day of July,2024,by and between ERIC T.CARPENTER("Eric Carpenter")and the CITY OF
MIAMI BEACH, FLORIDA (the"City") (each, a"Party"and collectively, the "Parties").
WHEREAS,on July 24, 2024,the Mayor and City Commission appointed Eric Carpenter
as City Manager of the City, effective immediately; and
WHEREAS, the City, acting by and through its City Commission, desires to employ Eric
Carpenter as its City Manager on the terms and conditions set forth in this Agreement, and Eric
Carpenter desires to be employed as City Manager on those same terms and conditions;
WHEREAS, on October 30, 2024, the Mayor and City Commission adopted Resolution
No. 2024- , approving and authorizing the Mayor and City Clerk to execute this
Agreement with Eric Carpenter, for a term of up to three (3) years, commencing retroactively on
July 24, 2024, and expiring on July 24, 2027; and
NOW,THEREFORE, the Parties agree as follows:
1. Recitations. The Parties agree that the recitations above are true and correct and
are incorporated as if fully set forth here.
2. Employment. The City agrees to employ Eric Carpenter as its City Manager and
Eric Carpenter agrees to be so employed. Eric Carpenter will devote his full working time to his
duties as City Manager and will not accept or perform any other employment, paid or unpaid,
while he is employed as 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.
Notwithstanding the foregoing, nothing in this Agreement shall prohibit Eric Carpenter 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 City Manager, provided, however, that
such work shall not interfere with Eric Carpenter's duties as City Manager and shall not in any
way reflect unfavorably on the City. Eric Carpenter shall at all times apply his best efforts to the
performance of his duties as City Manager.
3. Employment At Will. Eric Carpenter is employed at will and serves at the pleasure
of the City Commission. This Agreement and Eric Carpenter'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 Agfeempnt.
4. Duties. Eric Carpenter will perform the duties of the office of 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 City Manager and
such other appropriate duties as may be assigned by the City Commission or its designee from
time to time.
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5. Effective Date. This Agreement shall become effective as of July 24, 2024 (the
"Effective Date").
6. Term. Subject to the City Commission's annual review and evaluation of Eric
Carpenter, as provided in Section 7(d) below, the Agreement shall have a term of up to three(3)
years, commencing on July 24, 2024 (Commencement Date), and expiring at midnight, July 24,
2027, unless terminated earlier or renewed as set forth herein.
7. Compensation. Eric Carpenter shall receive compensation for performing the
duties of City Manager as set forth in this Section 7. Nothing other than those items set forth in
this Section 7 shall be considered or treated as compensation, wages, salary, earnings, or
remuneration to Eric Carpenter for any purpose whatsoever, including pension or for purposes of
Section 448.08, Florida Statutes, or in arbitration.
a. Salary. The City shall pay Eric Carpenter a salary annualized at$375,000,
to be earned and to accrue bi-weekly. This salary shall likewise be paid bi-weekly
according to the usual payroll practices of the City applicable to unclassified general
employees. Eric Carpenter is a participant in the Section 457 deferred compensation plan
(the Plan). Within fourteen (14) days following the execution of this Agreement, and
thereafter on July 24t''of each year during the Term of the Agreement,the City shall make
a lump sum contribution on Eric Carpenter's behalf into (i) the Plan, in the amount of
$26,000, according to the terms of the Plan and applicable laws, with such contribution
subject to an automatic annual increase to the maximum amount permitted by applicable
law; and (ii) an IRA account selected by Eric Carpenter, in the amount of$7,000 (or such
lesser amount as may be required by applicable law); provided, however, that such IRA
contribution shall also be subject to an automatic annual increase to the maximum amount
permitted by applicable law. The City agrees to review the annual salary and/or other
benefits of Eric Carpenter at the time of evaluation of performance as provided in Section
7.d. and make adjustments as the City may determine. An annual salary review of Eric
Carpenter will be made every year within forty-five (45) days after July 24th of each year,
or as soon as practicable thereafter,in accordance with the Agreement terms.
b. Insurance. During the City's open enrollment period taking place each year
of the Term, Eric Carpenter may elect to join any City-offered group medical and group
dental plan, and in such event,the City shall pay the full amount of premiums for the City-
offered group medical and group dental plan selected by Eric Carpenter, for himself and
his eligible dependents. The City will pay the full amount of premiums for the City-
offered life insurance policy and supplemental life insurance policy for Eric Carpenter, and
the City-off;red insurance policies for short-term disajbility4 long-term disability,and long-
term care insurance for Eric Carpenter. Eric'Carpenter may (or, if participation is
mandatory, shall) participate in other City-offered insurance and benefits for which he is
eligible-on the terms applicable to unclassified general employees.
c. Leave. Eric Carpenter will be eligible to accrue, use, and convert leave
hours to the extent and on the terms applicable to unclassified general employees.
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d. Performance Evaluation and Incentive. Eric Carpenter's performance as
City Manager shall be evaluated by the City Commission at least once annually, within
forty-five (45) days prior to or following the anniversary of the Commencement Date, or
at any other time the City Commission may determine. Eric Carpenter shall be responsible
for notifying the City Commission that his annual performance review is due, and for
placing the item on a City Commission meeting agenda within the time period specified
herein. The annual performance evaluation of Eric Carpenter as City Manager shall occur
without regard to whether any additional compensation or bonus incentive is sought
pursuant to this Agreement.
i. The annual review and evaluation of Eric Carpenter shall be in accordance
with the specific goals,priority objectives and initiatives the City Commission shall
establish, in consultation with Eric Carpenter, as being necessary for the proper
operation of the City and the achievement of the City Commission's policy
objectives. The Parties anticipate that the performance priorities, goals and
objectives for the City Manager shall be adopted by the City Commission as soon
as possible, and not later than December 31, 2024, and memorialized as an
amendment to this Agreement. Until such time as the City Commission and Eric
Carpenter jointly establish such agreed-upon goals and priority objectives, Eric
Carpenter's immediate priorities shall focus upon (i) the adoption of the City's
FY2025 budget; (ii) the continuation of City's ongoing public safety efforts,
including during Spring Break; (iii) City's permitting process improvement
program; (iv)the City Manager's staffing and organizational plan,including filling
of key vacancies; and (v) any such other priorities as the City Commission may
establish from time to time.
ii. The City Commission's annual evaluation of Eric Carpenter's
performance and progress toward the goals and objectives shall form the basis for
the City Commission's determination of any salary increases or performance
incentives that may be awarded to Eric Carpenter pursuant to this Agreement, or
for the renewal or termination of this Agreement, as provided in Sections 9 and 10
of this Agreement, respectively. Based on the performance achieved by Eric
Carpenter pursuant to the City Commission's annual review of Eric Carpenter
pursuant to this Section 7, the City Commission may provide to Eric Carpenter a
onetime Performance Incentive of up to 10 percent of the annualized salary amount
set forth in Section 7.a. The Performance Incentive shall not be deemed a part of
"base pay" or other earnings for purposes of pension.
8. - Non-Compensation Expenses t and Reimbursements. The City will 4pay 4for,
reimburse, or otherwise provide for the items set forth in this Section 8. These items"are paid for,
reimbursed, or otherwise provided because they inure to the benefit of the City and_ do not
constitute compensation, wages, salary, earnings, or remuneration to Eric Carpenter for any
purpose whatsoever, including pension or for purposes of Section 448.08, Florida Statutes, or in
arbitration.
a. Vehicle. The City will pay to Eric Carpenter a vehicle allowance in the
amount of$9,600.00 annually, paid in proportionate bi-weekly installments to reimburse
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him for the use of his personal vehicle for the benefit of the City. At his sole discretion he
may forego the receipt of the vehicle allowance in exchange for use of a City owned and
maintained vehicle with limited personal use within Miami-Dade and Broward Counties
only.
b. Information and Communications Technology Expenses. The City will
provide to Eric Carpenter adequate and reasonable information and communications
hardware, software, and services to support him in the performance of his duties as City
Manager.
c. Subscriptions, Memberships, and Fees. Eric Carpenter may include, as an
expense item in the budget of the Office of the City Manager, an amount to be used to pay
for such reasonable subscriptions, memberships, and fees and other similar costs, such as
travel and lodging, as may be incurred for development and advancement related to, in
support of, and inuring to the benefit of the City. No payment authorized hereunder may
be made to an entity that illegally discriminates on the basis of any characteristics protected
under the City's Human Rights Ordinance.
9. Renewal and Non-Renewal. The City Commission may renew or extend the
original term of this Agreement by resolution for succeeding periods as specified by the City
Commission on the same terms and conditions as then set forth in this Agreement or on such
modified terms and conditions to which it may agree with Eric Carpenter. Should the City
Commission not renew or extend the original or any succeeding term, this Agreement shall expire
at the end of such original or succeeding term. Eric Carpenter's employment shall simultaneously
end with the expiration of the original or succeeding term or period. Should the City not renew
this Agreement, it will either give Eric Carpenter 90 days' notice of intent not to renew or, if no
notice is given, the City shall, commencing upon the end of his employment, pay Eric Carpenter
an amount equivalent to 12 weeks of the salary amount set forth in Section 7.a. (the "Separation
Payments"), 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 him whatsoever. The
Separation Payments will be paid lump sum. In addition to the Separation Payments, if at the
time of such non-renewal,Eric Carpenter and his eligible dependents are participating in any City-
offered group medical or group dental plan, the City shall pay Eric Carpenter the full amount of
premiums for the City-offered group medical and group dental plan selected by Eric Carpenter,
for himself and his eligible dependents, for a period of one(1)year following the expiration of this
Agreement.
F 10. Terminatigp by Eric Carpenter. ,;
a. With Notice. Should Eric Carpenter terminate this Agreement by giving
notice not less-than 90 days prior to termination, the City shall pay him in like manner as
if the Agreement were not renewed pursuant to Section 9 of this Agreement.
b. Without Notice. Should Eric Carpenter terminate this Agreement by giving
notice less than 90 days prior to termination, the City shall pay him any payments due for
work performed through the date of termination and other payments due, if any, upon
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termination on the same terms and conditions applicable to unclassified general employees,
and shall thereafter have no further liability to him whatsoever.
11. Termination by the City. The City Commission may terminate this Agreement and,
thereby, Eric Carpenter' employment, at any time, with or without notice, and for any reason or
for no reason.
a. Without Cause. Should the City terminate this Agreement without
Cause, as defined in Section 11.b., it shall pay Eric Carpenter an amount equivalent to 20
weeks of the salary amount set forth in Section 7.a.,provided, however, that if at the time
of such termination, Eric Carpenter and his eligible dependents are participating in any
City-offered group medical and group dental plan, the City shall also pay the full amount
of premiums for the City-offered group medical and group dental plan selected by Eric
Carpenter, for himself and his eligible dependents, for a period of one-year following the
date of termination of this Agreement(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 thereafter City shall have no further liability to him whatsoever. Should
Florida law be changed to permit a Severance Payment greater than that permitted under
law at the time of the execution of this Agreement, the City Commission will review the
amount of the Severance Payment set forth in this Agreement and consider making any
adjustments thereto, at its sole discretion. In the event the City at any time during the term
of this Agreement reduces the salary or other financial benefits of Eric Carpenter in a
greater percentage than an applicable across the board reduction for all employees of the
City or in the event the City refuses after written notice to comply with any other provision
of this Agreement benefiting Eric Carpenter, or if a majority of the members of the City
Commission in a public meeting requests that Eric Carpenter resign, then Eric Carpenter
may, at his option, be deemed to be terminated as of the date of such reduction or such
refusal to comply within the meaning and context of this Section 11.a.
b. With Cause. Should the City terminate this Agreement with Cause, as
herein defined, it shall pay Eric Carpenter 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 thereafter
have no further liability to him whatsoever, including no obligation to pay the Severance
Payment as defined in Section 11.a. Cause is defined as one or more of the following: any
material breach of this Agreement,provided,however,that the City Manager's progress or
achievement of the goals and objectives as may be established by the City Commission
(and memorialized in an amendment to thii Agreement) shall-be excluded from ft* 6
definition of"Cause" and shall not form the basis for the termination of Eric Carpenter
with Cause; 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.
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12. Pension. Eric Carpenter shall continue to be a member of the Miami Beach
Employees Retirement Plan as a condition of his employment pursuant to the governing ordinance
of the plan (which plan, at the time of the effective date of this Agreement, includes an accrual
factor of 4 percent for his period of service in the position of City Manager). Based upon the more
than ten years of service as a City executive and the short duration of the contractual relationship
as City Manager, Eric Carpenter shall be included as one of the more than 400 current employees
that are members of Tier B of the Miami Beach Employee Retirement Program. Within 90 days
after the execution of this agreement, a corresponding amendment to the pension ordinance that
grants Eric Carpenter the same pension terms and benefits that apply to members of Tier B, except
as otherwise specifically provided for Charter Officers or for the City Manager (the "Pension
Ordinance Amendment") shall be ratified by the Commission.
13. Bonds. The City shall bear the full expense of any fidelity or other bond required
of Eric Carpenter in his capacity as City Manager under any statute, ordinance, or regulation.
14. Indemnification. The City shall indemnify and defend Eric Carpenter or, at its
option, provide a defense to Eric Carpenter 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.
15. 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
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:
Com: Mayor Steven Meiner(or successor)
City of Miami Beach
1700 Convention Center Drive
Miami.Beach, Florida 33139
and
City Attorney Ricardo Dopico(or successor)
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Eric Carpenter:Eri6T. Carpenter (or heirs)
[Address on file with Human Resources and confidential and
exempt from disclosure under Florida law]
16. No Assignment or Delegation: No Third-Party Beneficiaries. The services
provided by Eric Carpenter are considered unique and personal to him. Accordingly, Eric
Carpenter 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 Eric
Carpenter and not for the benefit of any other person or entity.
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17. 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. Eric Carpenter agrees that he 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 or portion thereof of this Agreement 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.
18. 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.
19. 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
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 liw. Moreover, and without waiving the prec ding limitation, in no case shall the
City be liable for any punitive, consequential, indirect, or incidental damages whatsoever.
20. 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.
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WHEREFORE, 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 OF MIAMI BEACH, FLORIDA:
Rafael E. Granado, City Clerk Steven Meiner, Mayor
day of ,2024.
FOR CITY MANAGER ERIC T.CARPENTER:
Witness Signature Eric T. Carpenter
day of ,2024.
Print Name
Witness Signature
Print Name
-
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
QiCitaQQR. ‘0122-12.4r
City Attorney Date
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