HomeMy WebLinkAboutVII(C) Approval Of City Manager Employment Agreement With Jim Gleason Agenda 5-01-2001
Item VII C
FOLEY_& LARDNER
MEMORANDUM
CLIENT-MATTER NUMBER
020377-0107
TO: The Honorable Mayor and City Commissioners of the City of Ocoee
FROM: Paul E. Rosenthal, Esq., City.Attorney
DATE: April 25, 2001
RE: City Manager Employment Agreement
Pursuant to your direction at the Special City Commission meeting of April 19,
please find attached a proposed Employment Agreement between the City and Jim Gleason.
Also attached is 'a blacklined copy of the Employment Agreement showing changes from the
Employment Agreement entered into with Mr. Shapiro on May 22, 1997.
Mr. Gleason has been provided with a copy of the attached Employment
Agreement and has indicated,to me his approval thereof.
If you have any questions or corrections with respect ,to the Employment-
Agreement, please do not hesitate to contact me:
PER/jh
Enclosure
)11
006.216091.1
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made between the CITY OF OCOEE
(hereinafter referred to as the "City"), a municipal organization organized and existing under the
laws of the State of Florida, with its office located at City Hall, Ocoee, Florida and JIM
GLEASON (hereinafter referred to as the"Employee").
NOW THEREFORE, in consideration for the mutual covenants contained herein, the parties
agree as follows:
1. Employment and Duties
A. Employment Duties: The City hereby agrees to employ Employee as City Manager
and Employee agrees to accept such employment, all subject to the terms and conditions set forth in
this Agreement. Unless otherwise provided herein, the Employee shall devote his full time as City
Manager and carry out to the best of his ability all duties imposed on him by the City Charter, City
Ordinances as they now exist, or from time to time may be changed by the City of Ocoee, and such
other duties as the City Commission may from time to time require of him. Employee will be in
active charge of the management and operation of the City, including the hiring, supervision,
evaluation and discipline of all City employees subject to the applicable laws of the United States,
the State of Florida, and Charter and Ordinances of the City now in existence or as subsequently
adopted, altered or amended by the City.
B. Individual Commission Members: Individual members of the City Commission
shall not involve themselves in the day-to-day management of the City, including the administration
of the employment policies of the City relating to hiring, evaluation, discipline, retention and
supervision, unless otherwise specifically provided herein, or as specifically provided in the City
006.215780.3
Charter or Ordinances now in existence or as may be subsequently altered, adopted or amended;
provided, however, the City Manager, shall keep the City Commission advised of all disciplinary
actions more severe than a suspension without pay and all terminations of City employees which are
involuntary, except termination of probationary employees. The City Manager shall also advise the
City Commission of any and all demands for arbitration, administrative charges or litigation and
keep the City Commission updated as to the status of same. The City Commission shall retain the
sole and exclusive right to determine whether to settle (including the terms of any settlement) or
contest any and all claims, or threatened claims involving the City, and employees acting within the
scope of their authority as City employees, including those claims related to the City personnel rules
and regulations, except when by official action, the City Commission determines otherwise, or the
law otherwise provides.
2. Term
The term of employment under this Agreement will commence April 19, 2001 and end April
18, 2002,unless earlier terminated by either party as provided in Paragraph 8 below.
The Agreement shall automatically renew for periods of one year unless either party gives
the other written notice of its intent to modify or terminate same not less than ninety (90) days prior
to April 18, 2002 or ninety (90) days prior to April 18 of any renewal year-of the Agreement.
3. Compensation & Benefits
A. The City will pay Employee for all services rendered and performed hereunder, a
base salary of $84,635.20 per annum, in equal installments paid bi-weekly (26 pay periods per
annum), or as otherwise mutually agreed; provided, however, that unless otherwise agreed to by the
City and Employee, the Employee's salary shall automatically increase based on cost of living
006.215780.3 2
increases (COLA's), if any, uniformly provided by the City to Department Directors of the City on
the same basis and under the same conditions provided to said Department Directors.
B. Employee's job performance will be reviewed and evaluated annually by the City
Commission prior to Employee's anniversary date of employment under this Agreement and shall
be discussed with Employee by the City Commission or its designee. Other reviews may be
conducted at the discretion of the City Commission.
C. Increases in Employee's base salary, shall be negotiated by the City Commission, or
its designee, with the Employee in conjunction with the adoption of the City's fiscal year budget.
As part of the budget review process for the City's FY 2001/2002 budget, the City agrees to discuss
with the employee a salary increase which would be effective on October 1, 2001. Also as a part of
the budget review process for each fiscal year thereafter, the City agrees to discuss with the
Employee a salary increase which would be effective on October 1 of that fiscal year. Any salary
increase for Employee must be approved by the City Commission, but does not require a formal
amendment to this Agreement; provided, however, that the COLA increases referenced above shall
not require any specific approval by the City Commission.
4. Fringe Benefits
A. (1) Employee shall be eligible for and participate in all fringe benefits uniformly
provided to Department Directors of the City on the same basis and under the same conditions as
provided to said employees, unless otherwise specifically provided herein, or unless the Employee
and City Commission mutually agree otherwise.
(2) Employee shall be eligible for life insurance at two (2) times his annual
salary as outlined in the current insurance contract, up to a maximum of$175,000.
006.215780.3 3
B. Vehicle: Employee shall be assigned a City vehicle under the following conditions:
(1) The City shall pay all insurance premiums on said vehicle.
(2) The City shall be responsible for all expenses related to the vehicle and keep
it in good working order.
(3) The Employee shall personally keep the vehicle in tidy condition at all times.
(4) The Employee shall be allowed to use the vehicle for personal use within the
Tri-County League of Cities boundaries.
The Employee will be provided with a new vehicle every two years.
C. Equipment: The City will furnish Employee a beeper, a cellular telephone and palm
pilot to be used exclusively for City business. Use of the cellular phone to contact Employee's
spouse or other members of his family residing with Employee shall be considered the business of
the City. Use of the palm pilot shall be subject to the same guidelines applicable to members of the
City Commission. Employee may use the telephones, including cellular telephones, for personal
matters provided he reimburses the City for the cost of all such calls above the regular monthly bill.
D. Dues and Subscriptions: Subject to presentation of proper receipts or invoices and
the appropriation of funds as part of the City's annual budget, City agrees to pay for the
professional dues and subscriptions reasonably necessary for Employee's continuation and full
participation in national, regional, state and local associations and organizations which Employee
determines are necessary and desirable for his continued professional participation, growth and
advancement, and for the good of the City.
006.215780.3 4
Additionally, the City shall pay for other memberships and subscriptions on behalf of the
Employee, which the City Commission, in its exclusive discretion, approves in advance.
E. Conventions:
(1) City hereby agrees to budget and to pay the registration fees, travel and
subsistence consistent with subparagraph 3 below for attendance by Employee as a member
in good standing to the annual meeting or convention of the International City Management
Association, the Florida League of Cities, Florida City and County Manager's Association
and the National League of Cities.
(2) Additionally, the City shall pay for all other meetings, seminars and short
courses attended by the Employee, which the City Commission, in its exclusive discretion
approves in advance.
(3) All expenses shall be reimbursed in accordance with the City policy
applicable to all employees.
F. Deferred Compensation: In addition to the salary paid to the Employee, the City
agrees to contribute ten percent (10%) of the base salary of Employee, up to $8,500.00 annually,
into a deferred compensation or retirement plan on Employee's behalf, such plan to be designated
by Employee, with such contributions being in equal proportionate amounts each pay period. The
payments made hereunder are made in lieu of Employee's participation in the City Retirement Plan,
which he voluntarily elects not to participate in. The City agrees while Employee is employed by
the City to execute all necessary agreements in connection with any such deferred compensation or
retirement plan in order to allow for Employee's continued participation therein.
006.215780.3 5
5. Extent of Services and Hours of Work
A. Except during periods of illness, vacation, or absences of a day or more authorized
by the Mayor, or his designee, Employee will devote his best efforts to the performance of his
duties and responsibilities under this Agreement. Nothing herein will limit Employee's right to
make passive investments, to participate in charitable service and organizations, other community
activities and trade and professional. organizations or to undertake other activities which do not
interfere with the_ performance of his duties hereunder,. it being " mutually agreed that his
participation in charitable service, other community activities, and trade and professional
organizations is to the benefit of the City. Employee shall not otherwise be employed on a full or
part-time basis without the written permission of the City Commission.
B. Employee shall be "on-call" 24 hours a day and agrees to make himself available.as
needed. It is recognized that Employee's duties._ as City Manager require a great deal of time
outside of normal office hours. It is also recognized that. Employee is required to" devote an
unspecified amount of time and energy to carry out those duties with the highest amount of
professionalism possible and that because of the "24-hour" nature of his responsibilities,
-interference with his private life is to,be expected., That being the case, 'the parties recognize_that
Employee may choose to take occasional personal time off within the general area of the,City of
Ocoee during the City's "normal business hours, when his duties allow and his absence will not
interfere with the efficient operation of City business; provided, however, that he is at all times
•reachable by telephone or beeper and thereafter is immediately available, except during periods of
illness, vacation.and absences approved by the"Mayor or his designee. This time off is not
considered vacation nor compensatory time. Employee agrees that at all times, including personal
time as set-forth herein, he will conduct himself in a professional manner and not bring discredit to
006.215780.3 6 " "
the City or to the operation of its business. The Commission will consider Employee's use of
personal time off during its annual performance evaluation of him.
6. Indemnification and Cooperation
A. The City shall defend, hold harmless and.indemnify Employee against ,any tort,
professional liability claim or demand or other legal action for which the City is legally responsible
for actions of Employee acting in his capacity as the City Manager and which are within the scope
of his authority and employment as City Manager, subject to applicable law and the City Charter
and Ordinances, and any limitations contained therein.
B. In the event of actual or threatened litigation and/or administrative proceedings
involving the City which arise out of the operation or actions which occurred or are alleged to have
occurred while Employee was the City Manager of the City of Ocoee, Employee will cooperate
with the City and its counsel in assisting the City in every legal manner to prevail in said action.
The City shall pay Employee's reasonable travel expenses and subsistence expenses incurred away
from his home incurred in preparation for and actual discovery, settlement and trial of all said
matters.
C. . Employee further agrees that unless required by law, he will not cooperate with or
assist any party, person, or entity who has, had or may have, or asserts that he has or may have any
claim or any nature against the City, its agents, officers, employees, City Commission members or
representatives,without the express written permission of the City Commission, or its designee.
D. Employee shall not disclose any confidential information involving the business of
the City to any person or entity without the written permission of the City Commission, or its
designee,unless required to do so by law.
006.215780.3 7
E. Restrictions set forth in subparagraphs C and D above shall not apply in instances of
governmental entities with jurisdiction over a claim of a violation of law.
7. Resignation and Termination
A. Resignation: Should Employee resign his employment:
1. Employee shall receive no severance pay or benefits under this Agreement,
except as may be otherwise provided in the City Personnel Rules and Regulations applicable to him
if he resigns his employment.
2. This Agreement (except for paragraphs 6B, 6C and 6D which shall remain in
force and effect for as long as the law allows) shall be automatically canceled, and except as to
those paragraphs that continue in effect, neither Employee nor the City shall have any further
obligation one to the other under this Agreement or otherwise.
B. Termination by the City:
1. Subject to the procedures set forth in Article IV, § C-22 of the City Charter,
Employee and this Agreement may be terminated at any time at the will and pleasure of the City
Commission.
2. Except as provided in paragraph 7B(3) below, and subject to subparagraphs
7B(2) c - e below, if Employee is involuntarily terminated during the term of this Agreements he
shall be paid severance pay under the conditions set forth in subparagraphs 7B(2) (a) - (j) below. A
vote by a majority of the City Commission to offer Employee the opportunity to voluntarily resign
in lieu of involuntary termination, shall be considered an involuntary termination under and subject
to the conditions set forth in this subparagraph 7B(2)below:
006.215780.3 8
(a) Three (3) months base salary; provided, however, there shall be no
severance due in the event this Agreement is not renewed or
extended.
(b) City shall continue to pay for the premium necessary to provide
Employee group medical insurance during the period he receives
severance under paragraph 7B, just as if he had remained actively
employed during the period he receives severance, but subject to the
conditions set forth in subparagraph 7B(2)e below.
(c) Employee complies with paragraphs 6B through 6D of this
Agreement (Confidentiality and Cooperation).
(d) The severance payments to Employee shall be reduced by any
amounts received from wages from other employment (except other
employment Employee held which was approved,by the City under
paragraph 5A), disability insurance, social security or life insurance,
if any, provided by the City.
(e) The City shall no longer be obligated to pay the premiums for
Employee's group medical insurance under subparagraph 7B(2)b
above once Employee has obtained employment with another
employer who offers group medical insurance for which Employee
meets that employer's eligibility requirements (and assuming any
waiting periods have passed) or after the period during which
Employee receives severance pay from the City, whichever first
occurs.
006.215780.3 9
(f) As a condition to payments provided under this subparagraph 7B(2),
the City may require Employee to provide a statement of earnings on
not more than a monthly basis, which statement shall include the
name and address of all employers. The City reserves the right to
verify such reports.
(g) Upon termination of this Agreement, neither Employee nor the City
shall have any obligation one to the other except as set forth in
Paragraph 6B through 6D, for accrued benefits, if any, to which
Employee is entitled, if any, under the City Personnel Rules and
Regulations applicable to him as an involuntarily terminated
Employee, or as otherwise provided in this Agreement.
(h) Employee shall execute a release of all officers, directors, members,
City Commission members, employees and representatives of any and
all rights he/she has, had or may have arising out of his employment
or the cessation thereof under this Agreement and all applicable
federal, state and local laws, including but not limited to claims of
illegal discrimination, intentional and unintentional torts and all other
types of claims whether known or unknown through the date of his
termination.
(i) In the event the form of government of the City is changed to a
"strong Mayor" or similar form of government for which there is no
City Manager, Employee may elect to voluntarily resign, in which
event said resignation shall be treated as an involuntary termination
006.215780.3 10
under paragraph 7B and shall be subject to all of the subparagraphs
set forth therein; provided, however, unless released by the City, the
Employee agrees to remain actively employed for thirty (30) days
after the "strong Mayor" or other chief executive officer under a
similar form of government takes office and during that time assist in
the transition.
(j) In the event Employee is entitled to severance pay from the City, the
City shall in addition to the severance pay, pay Employee the amount
of premium the City would have paid for employee life insurance and
disability insurance had he remained employed during the period of
his receipt of severance pay.
3. The City shall have no obligation to pay any compensation or to provide
Employee group medical insurance under paragraph 7B(2) hereunder unless otherwise required by
law if Employee is terminated for any or a combination of the following reasons:
(a) Dishonesty with respect to the business and operation of the City.
(b) Violation of the City drug policy.
(c) Refusal to cooperate in an investigation involving any aspect of the
business or operation of the City conducted by or at the direction of
the City Commission.
(d) Conviction or pleading guilty nolo contendere to a felony or crime
involving moral turpitude.
006.215780.3 11
(e) Causing the City to be found in violation of law through gross neglect
or willful or intentional conduct by Employee.
Except as may otherwise be required by the City Charter, in the event Employee is charged with a
felony or crime involving moral turpitude, the City shall have no obligation to pay Employee under
paragraph 7B(2)unless and until a judgment of acquittal is entered by the Court.
S. Notice and Consent:
Any written or other notice required by this Agreement shall be deemed delivered as
follows:
A. As to the City, when delivered by personal service to the City Clerk at the City Hall
during the regular business hours of the City, or by Certified or Registered mail to the City Clerk at
the City Hall, said delivery to be verified by an executed Certified or Registered mail receipt, signed
by the City Clerk or the City Clerk's designee.
B. As to Employee, by personal service to him or via Certified or Registered mail to
him at the most recent mailing address set forth in the City's personnel records.
9. Miscellaneous:
A. The City Personnel Rules and Regulations as they now exist or as they may be later
modified by the City shall apply to Employee except:
1. When inconsistent with this Agreement or the City Charter.
2. Section 12.09 Longevity Pay, Section 15 (Disciplinary Action/Termination)
and 16 (Grievance Procedure), shall not apply to Employee.
12
006.215780.3
B. The Mayor, or his designee, shall be the Commission Member with whom Employee
shall coordinate contact between the City Commission and his office with respect to off duty time.
C. Employee shall reside within the City limits of the City of Ocoee unless the City
Commission agrees otherwise. If the City Commission so agrees, the agreement shall last through
the term of this Agreement.
D. This Agreement shall be interpreted, construed and governed according to the laws
of the State of Florida. In the event of litigation to enforce this Agreement, the prevailing party
shall be entitled a reasonable attorney's fees and costs in addition to any other relief to which the
prevailing party is entitled in accordance with applicable law.
E. No amendment or variation of the terms and conditions of this Agreement shall be
valid unless in writing and signed by the parties.
F. The Employee's rights and obligations under this Agreement are personal and are
not assignable; provided, however, in the event of Employee's death any accumulated but unused
benefits to which an Employee's heirs and executors are entitled under the City Personnel Rules and
Regulations shall inure to the benefits of Employee's heirs and executors to the same extent as all
other City Employees.
G. The invalidity or unenforceability of any particular provision of this Agreement shall
not affect the other provisions hereof, and this Agreement shall be construed in all respects as if
such invalid or unenforceable provisions were omitted.
H. This Agreement supersedes any and all other understandings or agreements, whether
written or oral, and constitutes the complete and full agreement between the parties, and may be
modified only by the written agreement of Employee and the City Commission.
006.215780.3 13
I. Employee waives any and all rights he has under the Employment Agreement
between himself and the City dated January 16, 2001 in his capacity as Acting City Manager,
including but not limited to any and all rights to notice, severance pay, benefits and the vehicle
referred to in said Employment Agreement, and understands that with the execution of this
Agreement the former agreement no longer has any force and effect.
006.215780.3 14
CITY OF OCOEE,FLORIDA EMPLOYEE
By:
S. Scott Vandergrift,Mayor Jim Gleason
Attest:
Jean Grafton, City Clerk
[SEAL]
Dated: May , 2001 Dated: May , 2001
For use and Reliance Only Approved by the Ocoee City Commission
by the City of Ocoee. at a meeting held on May , 2001 under
Approved as to form and legality Agenda Item No.
this day of May, 2001.
Foley&Lardner
By:
City Attorney
c06.215780.3 15
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4125101 7:45:09 PM
006.216438.1
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made between the [City of-Ocoee} [CITY
OF OCOEE] (hereinafter referred to as the "City"), a municipal organization organized and
existing under the laws of the State of Florida, with its office located at City Hall, Ocoee, Florida
and+El [JIM GLEASON] (hereinafter referred to as the"Employee").
NOW THEREFORE, in consideration for the mutual covenants contained herein, the parties
agree as follows:
1. Employment and Duties
A. Employment Duties: The City hereby agrees to employ Employee as City Manager
and Employee agrees to accept such employment, all subject to the terms and conditions set forth in
this (agreement)- 'Agreement]. Unless otherwise provided herein, the Employee shall devote his
full time as City Manager and carry out to the best of his ability all duties imposed on him by the
City Charter, City Ordinances as they now exist, or from time to time may be changed by the City
of Ocoee, and such other duties as the City Commission may from time to time require [ofl him.
Employee will be in active charge of the management and operation of the City, including the
hiring, supervision, evaluation and discipline of all City employees subject to the applicable laws of
the United States, the State of Florida, and Charter and Ordinances of the City now in existence or
as subsequently adopted, altered or amended by the City.
B. Individual Commission Members: Individual members of the City Commission
shall not involve themselves in the day-to-day management of the City, including the administration
of the employment policies of the City relating to hiring, evaluation, discipline, retention and
supervision, unless otherwise specifically provided herein, or as specifically provided in the City
006.216438.1 2
Charter or Ordinances now in existence or as may be subsequently altered, adopted or amended;
provided, however, the City Manager, shall keep the City Commission advised of all disciplinary
actions more severe than a suspension without pay and all terminations of City employees which are
involuntary, except termination of probationary employees. The City Manager shall also advise the
City Commission of any and all demands for arbitration, administrative charges or litigation and
keep the City Commission updated as to the status of same. The City Commission shall retain the
sole and exclusive right to determine whether to settle (including the terms of any settlement) or
contest any and all claims, or threatened claims involving the City, and employees acting within the
scope of their authority as City employees, including those claims related to the City personnel rules
and regulations, except when by official action, the City Commission determines otherwise, or the
law otherwise provides.
2. Term
The term of employment under this Agreement will commence (May 5, 1997) [April 19,
20011 and end (May 4, 1999) [April 18, 20021, unless earlier terminated by either party as provided
in Paragraph 8 below.
The Agreement shall automatically renew for periods of one year unless either party gives
the other written notice of its intent to modify or terminate same not less than (one hundred a„d
eighty (180)) fninety (90)1 days prior to (May 4, 1999 or one hundred and eighty (180)) [April 18,
2002 or ninety (90)1 days prior to (May'I) [April 18] of any renewal year-of the Agreement.
3. Compensation & Benefits
A. The City will pay Employee for all services rendered and performed hereunder, a
base salary of $84,635.20 per annum, in equal installments paid bi-weekly (26 pay periods per
006.216438.1 3
annum), or as otherwise mutually agreed f provided however that unless otherwise agreed to by
the City and Employee the Employee's salary shall automatically increase based on cost of living
increases (COLA'sl if any uniformly provided by the City to Department Directors of the City on
the same basis and under the same conditions provided to said Department Directors'.
B. Employee's job performance will be reviewed and evaluated annually by the City
Commission prior to Employee's anniversary date of employment under this Agreement and shall
be discussed with Employee by the City Commission or its designee. Other reviews may be
conducted at the discretion of the City Commission.
C. Increases in Employee's base salary, shall be negotiated by the City Commission,
or its designee, with the Employee in conjunction with '
a ha ges m •st be rov�[the adoption of the City's fiscal year budget. As part
r�vzcv�urnT-any w.,bw ......., ••YY�••••,» J
of the budget review process for the City's FY 2001/2002 budget the City agrees to discuss with
the employee a salary increase which would be effective on October 1. 2001. Also as a part of the
budget review process for each fiscal year thereafter_ the City agrees to discuss with the Employee a
salary increase which would be effective on October 1 of that fiscal year. An salary increase for
Employee must be approved by the City Commission, but does not require a formal amendment to
this Agreement provided however that the COLA increases referenced above shall not require any
specific approval' by the City Commission.
4. Fringe Benefits
A. (1) Employee shall be eligible for and participate in all fringe benefits uniformly
provided to Department (Heads) [Directors" of the City on the same basis and under the same
conditions as provided to said employees, unless otherwise specifically provided herein, or unless
the Employee and City Commission mutually agree otherwise.
006.216438.1 4
(2) Employee shall be eligible for life insurance at two (2) times his annual
salary as outlined in the current insurance contract[. us to a maximum of$175 000 .
B. Vehicle: Employee shall be assigned a City vehicle under the following conditions:
(1) The City shall pay all insurance premiums on said vehicle.
(2) The City shall be responsible for all expenses related to the vehicle and keep
it in good working order.
(3) The Employee shall personally keep the vehicle in tidy condition at all times.
(4) The Employee shall be allowed to use the vehicle for personal use within the
Tri-County.League of Cities boundaries.
[The Employee will be provided with a new vehicle every two years.1
C. Equipment: The City will furnish Employee a beeper {and)jj a (pule} cellular
(car) telephone (and palm pilots to be used exclusively for City business. Use of the cellular -(ear}
phone to contact Employee's spouse or other members of his family residing with Employee shall
be considered the business of the City. [Use of the palm pilot shall be subject to the same
guidelines applicable to members of the City Commission.] Employee may use the telephonesL
including cellular telephones,1 for personal matters provided he reimburses the City for the cost of
all such calls above the regular monthly bill.
D. Dues and Subscriptions: Subject to presentation of proper receipts or invoices{,
Employer agrees to budget and) (and the appropriation of funds as part of the City's annual budget,
City agrees] to pay for the professional dues and subscriptions (in an amount not less than one
thousand a llars($1,000 nn)por fiscaleaf)- [reasonably) necessary for Employee's continuation
006.216438.1 5
and full participation in national, regional, state and local associations and organizations which
Employee determines are necessary and desirable for his continued professional participation,
growth and advancement, and for the good of the (player} C[ ityT.
Additionally, the City shall pay for other memberships and subscriptions on behalf of the
Employee, which the City [Commission', in its exclusive discretionUU approves in advance.
E. Conventions:
(1) (Employer) ECM hereby agrees to budget and to pay the registration fees,
travel and subsistence consistent with subparagraph 3 below for attendance by Employee as
a member in good standing to the annual meeting or convention of the International City
Management Association, the Florida League of Cities, Florida City and County Manager's
Association and the National League of Cities.
(2) Additionally, the City shall pay for all other meetings, seminars and short
courses attended by the Employee, which the City JCommissionl, in its exclusive discretion
approves in advance.
(3) All expenses shall be reimbursed in accordance with the City policy
applicable to all employees.
F. Deferred Compensation: In addition to the salary paid to the Employee, the City
agrees to contribute ten percent (10%) of the base salary of Employee, up to ($7,500.00)
[$8,500.001 annually, into (the ICMA RC) [a deferred compensation oil retirement plan on
Employee's behalfJ, such plan to be designated by Employee, with such contributions being] in
equal proportionate amounts each pay period. The payments made hereunder are made in lieu of
Employee's participation in the City Retirement Plan, which he voluntarily elects not to participate
006.216438.1 6
in. The City agrees while Employee is employed by the City to execute all necessary agreements
(provided by the ICMA RC) [in connection with any such deferred compensation or retirement
plan in order to allowl for Employee's continued participation
(therein-I.
5. Extent of Services and Hours of Work
A. Except during periods of illness, vacation, or absences of a day or more authorized
by the Mayor, or his designee, Employee will devote his best efforts to the performance of his
duties and responsibilities under this Agreement. Nothing herein will limit Employee's right to
make passive investments, to participate in charitable service and organizations, other community
activities and trade and professional organizations or to undertake other activities which do not
interfere with the performance of his duties. hereunder, it being mutually agreed that his
participation in charitable service, other community activities, and trade and professional
rorganizationsl is to the benefit of the City. Employee shall not otherwise be
employed on a full or part-time basis without the written permission of the City Commission.
B. Employee shall be "on-call" 24 hours a day and agrees to make himself available as
needed. It is recognized that Employee's duties as City Manager require a great deal of time
outside of normal office hours. It is also recognized that Employee is required to devote an
unspecified amount of time and energy to carry out those duties with the highest amount of
professionalism possible and that because of the "24-hour" nature of his responsibilities,
interference with his private life is to be expected. That being the case, the parties recognize that
Employee may choose to take occasional personal time off within the general area of the City of
Ocoee during the City's normal business hours, when his duties allow and his absence will not
interfere with the efficient operation of City business; provided, however, that he is at all times
006.216438.1 7
reachable by telephone or beeper and thereafter is immediately available, except during periods of
illness, vacation and absences approved by the Mayor or his designee. This time off is not
considered vacation nor compensatory time. Employee agrees that at all times, including personal
time as set forth herein, he will conduct himself in a professional manner and not bring discredit to
the City or to the operation of its business. The Commission will consider Employee's use of
personal time off during its annual performance evaluation of him.
6. Indemnification and Cooperation
A. The City shall defend, hold harmless and indemnify Employee against any tort,
professional liability claim or demand or other legal action for which the City is legally responsible
for actions of Employee acting in his capacity as the City Manager and [whichl are within the scope
of his authority and employment as City Manager[,] subject to applicable law and the City Charter
and Ordinances, and any limitations contained therein.
B. In the event of actual or threatened litigation and/or administrative proceedings
involving the City which arise out of the operation or actions which occurred or are alleged to have
occurred while Employee was the City Manager of the City of Ocoee, Employee will cooperate
with the City and its counsel in assisting the City in every legal manner to prevail in said action.
The City shall pay Employee's reasonable travel expenses and subsistence expenses incurred away
from his home incurred in preparation for and actual discovery, settlement and trial of all said
matters.
C. Employee further agrees that unless required by law, he will not cooperate with or
assist any party, person, or entity who has, had or may have, or asserts that he has or may have any
claim or any nature against the City, its agents, officers, employees, City Commission members or
representatives, without the express written permission of the City Commission, or its designee.
006.216438.1 8
D. Employee shall not disclose any confidential information involving the business of
the City to any person or entity without the written permission of the City Commission, or its
designee, unless required to do so by law.
E. Restrictions set forth in subparagraphs C and D above shall not apply in instances of
governmental entities with jurisdiction over a claim of a violation of law.
7. Resignation and Termination
A. Resignation: Should Employee resign his employment:
1. Employee shall receive no severance pay or benefits under this Agreement,
except as may be otherwise provided in the City Personnel Rules and Regulations applicable to him
if he resigns his employment.
2. This Agreement* [(lexcept for paragraphs 6B, 6C and 6D{7}- which shall
remain in force and effect for as long as the law allows GM[ shall be automatically canceled, and
except as to those paragraphs that continue in effect, neither Employee nor the City shall have any
further obligation one to the other under this (contract) [Agreements or otherwise.
B. Termination by the City:
1. Subject to the procedures set forth in Article IV, § C-22 of the City Charter,
Employee and this Agreement may be terminated at any time at the will and pleasure of the City
Commission.
2. Except as provided in paragraph (3) [7B(3)1 below, and subject to
subparagraphs (2(c) 2(e)) [7B(2) c - el below, if Employee is involuntarily terminated during the
term of this Agreements he shall be paid severance pay under the conditions set forth in
006.216438.1 9
subparagraphs [7B(2)1 (a) - {(WW1 below. A vote by a majority of the City Commission to offer
Employee the opportunity to voluntarily resign in lieu of involuntary termination, shall be
considered an involuntary termination under and subject to the conditions set forth in this
subparagraph{ } [7B(2)below:1
(a) (Two (2)) [Three (3)1 months base salaryf; provided), however[
there shall be no severance due in the event this Agreement is not
renewed or extended.
(b) (Employer) ffilyi shall continue to pay for the premium necessary to
provide Employee group medical insurance (on the condition
during the period he
receives severance under (subparagraphs (a) or (b) above)[paragraph
7B1,just as if he had remained actively employed during the period he
receives severance, but subject to the conditions set forth in
subparagraph-((e)} [7B(2)el below.
(c) Employee complies with paragraphs 6B through 6D of this
(Employment) Agreement (Confidentiality and Cooperation).
(d) (Payments) [The severance payments) to Employee shall be reduced
by any amounts received from wages from other employment (except
other employment Employee held which was approved by the City
under paragraph 5A), disability insurance, social security or life
insurance, if any, provided by the City.
•
006.216438.1 10
(e) The City shall no longer be obligated to pay the premiums for
Employee's group medical insurance under subparagraph ((b))
[7B(2)bl above once Employee has obtained employment with
another employer who offers group medical insurance for which
Employee meets that employer's eligibility requirements* [(and
assuming any waiting periods have passed)] or after the period during
which Employee receives severance pay from the City, whichever
first occurs.
(f) As a condition to payments provided under this subparagraph (2)
[7B(2)T., the City may require Employee to provide a statement of
earnings on not more than a monthly basis, which statement shall
include the name and address of all employers. The City reserves the
right to verify such reports.
(g) Upon termination of this Agreement, neither Employee nor the City
shall have any obligation one to the other except as set forth in
Paragraph 6B through 6D, for accrued benefits, if any, to which
Employee is entitled, if any, under the City Personnel Rules and
Regulations applicable to him as an involuntarily terminated
Employee, or as otherwise provided in this Agreement.
(h) Employee shall execute a release of all officers, directors, members,
City Commission members, employees and representatives of any and
all rights he/she has, had or may have arising out of his employment
or the cessation thereof under this Agreement and all applicable
006.216438.1 11
federal, state and local laws, including but not limited to claims of
illegal discrimination, intentional and unintentional torts and all other
types of claims whether known or unknown through the date of his
termination.
CO In the event the form of government of the City is changed to a
"strong Mayor" or similar form of government for which there is no
City Manager, Employee may elect to voluntarily resign, in which
event said resignation shall be treated as an involuntary termination
under paragraph (8.B.2.) j7B1 and shall be subject to all of the
subparagraphs set forth therein; provided, [however,1 unless released
by the City, the Employee agrees to remain actively employed for
thirty (30) days after the "strong Mayor" or other chief executive
officer under a similar form of government takes office and during
that time (assists) [assistl in the transition.
(j) In the event Employee is entitled to severance pay from the City, the
City shall in addition to the severance pay, pay Employee the amount
of premium the City would have paid for employee life insurance
rand disability insurance) had he remained employed during the
period of his receipt of severance pay.
3. The City shall have no obligation to pay any compensation or to provide
Employee group medical insurance under paragraph (2) [7B(2)1 hereunder unless otherwise
required by law if{he} [Employee) is terminated for any or a combination of the following reasons:
(a) Dishonesty with respect to the business and operation of the City.
006.216438.1 12
(b) Violation of the City drug policy.
(c) Refusal to cooperate in an investigation involving any aspect of the
business or operation of the City conducted by or at the direction of
the City [Commission].
(d) Conviction or pleading guilty nolo contendere to a felony or crime
involving moral turpitude.
(e) Causing the City to be found in violation of law through gross neglect
or willful or intentional conduct by Employee.
Except as may otherwise be required by the City Charter, in the event Employee is charged with a
felony or crime involving moral turpitude, the City shall have no obligation to pay Employee under
paragraph [2) [7B(2)1 unless and until a judgment of acquittal is entered by the Court.
8. Notice and Consent:
Any written or other notice required by this Agreement shall be deemed delivered as
follows:
A. As to the City, when delivered by personal service to the City Clerk at the City Hall
during the regular business hours of the City, or by Certified or Registered mail to the City Clerk at
the City Hall, said delivery to be verified by an executed Certified or Registered mail receipt, signed
by the City Clerk or the City Clerk's designee.
B. As to Employee, by personal service to him or via Certified or Registered mail to
him at the most recent mailing address set forth in the City's personnel records.
006.216438.1 13
9. Miscellaneous:
A. The City Personnel Rules and Regulations as they now exist or as they may be later
modified by the City shall apply to Employee except:
1. When inconsistent with this Agreement or the City Charter.
2. Section 12.09 Longevity Pay, Section 15 (Disciplinary Action/Termination)
and 16 (Grievance Procedure), shall not apply to Employee.
B. The Mayorfj or his designee, shall be the Commission Member with whom
Employee shall coordinate contact between the City Commission and his office with respect to off
duty time.
C. Employee shall reside within the City limits of the City of Ocoee unless the City
Commission agrees otherwise. If the City Commission so agrees, the (Agreement) [agreemenfl
shall last through the term of this Agreement.
D. This Agreement shall be interpreted, construed and governed according to the laws
of the-(state}f Statel of Florida. In the event of litigation to enforce this Agreement, the prevailing
party shall be entitled a reasonable attorney's fees and costs in addition to any other relief to which
the prevailing party is entitled in accordance with applicable law.
E. No amendment or variation of the terms and conditions of this Agreement shall be
valid unless in writing and signed by the parties.
F. The Employee's rights and obligations under this Agreement are personal and are
not assignable; provided, however, in the event of Employee's death any accumulated but unused
benefits to which an Employee's heirs and executors are entitled under the City Personnel Rules and
006.216438.1 14
Regulations shall inure to the benefits of Employee's heirs and executors to the same extent as all
other City Employees.
G. The invalidity or unenforceability of any particular.provision of this Agreement shall
not affect the other provisions hereof, and this Agreement shall be construed in all respects as if
such invalid or unenforceable provisions were omitted.
H. This Agreement supersedes any and all other understandings or agreements, whether
written or oral, and constitutes the complete and full-agreement between the parties, and may be
modified only by the written agreement of Employee and the City Commission.
I. Employee waives any and all rights he has under the Employment Agreement
between himself and the City (commencingreb -1, 1997, an attested to by the Cit y_Clerk
January 31, 1997, in his capacity as Interim) [dated January 16,.2001 in his capacity as Acting' City
Manager, including but not limited to any and all rights to notice, severance pay, benefits and the
vehicle referred to in said Employment Agreement, and understands that with the execution of this
Agreement the former agreement no longer has any force and effect.
006.216438.1 15
CITY OF OCOEE[,FLORIDA] EMPLOYEE
By:
S. Scott Vandergrift,Mayor IJim Gleason]
Attest:
Jean Grafton, City Clerk
[SEAL]
Dated:JMay 20011 Dated: [May , 2001]
For use and Reliance Only Approved by the Ocoee City Commission
by the City of Ocoee. at a meeting held on
Approved as to form and legality { ][May , 20011
(This) under Agenda Item No.
this day of (
)[May, 2001.1
Foley&Lardner
By:
City Attorney
006.216438.1 16
REVISION LIST
The bracketed numbers refer to the Page and Paragraph for the start of the paragraph in both the old
and the new documents.
[1:2 1:2] Changed "City of Ocoee " to "CITY OF OCOEE "
[1:2 1:2] Changed "Ellis Shapiro " to "JIM GLEASON "
[1:5 1:5] Changed "agreement" to "Agreement"
[1:5 1:5] Changed "require him." to "require of him."
[2:2 2:2] Changed "May 5, 1997 " to "April 19, 2001 "
[2:2 2:2] Changed "May 4, 1999" to "April 18, 2002"
[2:3 2:3] Changed "than one hundred ... (180) days" to "than ninety (90) days"
[2:3 2:3] Changed "May 4, 1999 ... eighty(180) " to "April 18, ... ninety(90) "
[2:3 2:3] Changed "May 4 " to "April 18 "
[3:2 3:2] Changed "a salary" to "a base salary"
[3:2 3:2] Changed "agreed." to "agreed; provided, ... Directors."
[3:4 3:4] Changed "Employee's salary," to "Employee's base salary,"
[3:4 3:4] Changed "Employee's ... approved" to "the adoption ... approval "
[3:6 4:2] Changed "Heads " to "Directors "
[3:7 4:3] Changed "contract." to "contract, ... $175,000."
[4:5 4:9] Add Para "The Employee will ... every two years."
[4:5 4:10] Changed "and " to ", "
[4:5 4:10] Changed "a portable ... telephone to" to "a cellular ... palm pilot to"
[4:5 4:10] Changed "cellular car phone" to "cellular phone"
[4:5 4:10] Changed "City. Employee" to "City. Use ... Commission. Employee"
[4:5 4:10] Changed "telephones for" to "telephones, ... telephones, for"
[4:6 5:1] Changed ",Employer ... budget and " to "and the appropriation ... City agrees "
[4:6 5:1] Changed "in an amount ... fiscal year " to "reasonably "
[4:6 5:1] Changed "the Employer." to "the City."
[4:7 5:2] Changed "City," to "City Commission,"
[4:7 5:2] Changed "discretion approves" to "discretion, approves"
[5:2 5:4] Changed "Employer " to "City "
[5:3 5:5] Changed "City," to "City Commission,"
[5:5 6:2] Changed "$7,500.00 " to "$8,500.00 "
[5:5 6:2] Changed "into the ICMA-RC retirement" to "into a deferred ... retirement"
[5:5 6:2] Changed "behalf in" to "behalf, such ... contributions being in"
[5:5 6:2] Changed "provided by the ICMA-RC " to "in connection ... to allow "
[5:5 6:2] Changed "in said ICMA-RC Retirement plan" to "therein"
[5:7 6:4] Changed "organization " to "organizations "
[7:2 7:2] Changed "and are" to "and which are"
[7:2 7:2] Changed "Manager subject" to "Manager, subject"
[8:5 8:7] Changed "Agreement, except" to "Agreement (except"
[8:5 8:7] Changed "6D, which" to "6D which"
[8:5 8:7] Changed "allows, shall" to "allows) shall"
[8:5 8:7] Changed "contract " to "Agreement "
[8:8 9:3] Changed "3 " to "7B(3) "
[8:8 9:3] Changed "2(c)-2(e) " to "7B(2) c- e "
[8:8 9:3] Changed "subparagraphs (a)" to "subparagraphs 7B(2) (a)"
006.216438.1 17
[8:8 9:3] Changed "(h) " to "(j) "
[8:8 9:3] Changed "B.2." to "7B(2)below:"
[9:1 9:4] Changed "Two (2) " to "Three (3) "
[9:1 9:4] Changed "months salary," to "months base salary;"
[9:1 9:4] Changed "salary, however there" to "salary; provided, however,there"
[9:2 9:5] Changed "Employer " to "City "
[9:2 9:5] Changed "insurance ... COBRA during" to "insurance during"
[9:2 9:5] Changed "subparagraphs ... (b)_above" to "paragraph 7B"
[9:2 9:5] Changed "(e) " to "7B(2)e "
[9:3 10:1] Changed "this Employment Agreement" to "this Agreement"
[9:4 10:2] Changed "Payments " to "The severance payments "
[9:5 10:3] Changed "(b) " to "7B(2)b "
[9:5 10:3] Changed "requirements, or" to "requirements ... passed) or"
[10:1 10:4] Changed "2" to "7B(2)"
[11:1 11:2] Changed "8.B.2. " to "7B "
[11:1 11:2] Changed "provided, unless" to "provided, however, unless"
[11:1 11:2] Changed "assists " to "assist "
[11:2 12:1] changed "insurance had" to "insurance ... insurance had"
[11:3 12:2] Changed "2 " to "7B(2) "
[11:3 12:2] Changed "if he is" to "if Employee is"
[12:1 12:5] Changed "City." to "City Commission."
[12:4 12:8] Changed "2 " to "7B(2) "
[13:5 13:9] Changed "Mayor or" to "Mayor, or"
[13:6 14:1] Changed "Agreement " to "agreement "
[13:7 14:2] Changed "state " to "State "
[14:3 15:1] Changed "commencing ... as Interim " to "dated January ... as Acting "
[16:1 17:1] Changed "OCOEE" to "OCOEE, FLORIDA"
EMPLOYEE"
[16:7 17:8] Add Para "Jim Gleason"
[16:12 17:13] Changed "This " to "this "
[16:12 17:13] Changed , " to "May, 2001."
[16:17 17:18] Changed " to "May , 2001 "
006.216438.1 18