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HomeMy WebLinkAboutExhibitEMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into this day of April 2017, but made effective as of May 15, 2017 ("Effective Date") by and between the City of Miami, a municipal corporation of the State of Florida ("City") and Manny Gonzalez, an individual, whose current address is 2630 Southwest 28th Street, Apartment 50, Miami, Florida 33133 ("Executive Director"). RECITALS: WHEREAS, the City is in need of an Executive Director to perform the duties on behalf of the Wynwood Business Improvement District ("BID") as outlined in Sections 2-1316 through 2-1328.1 of the Code of the City of Miami, Florida (the "Code"); and WHEREAS, the BID has selected Manny Gonzalez as the most qualified candidate for the position of Executive Director of the BID; and WHEREAS, the Executive Director wishes to perform the services required by the BID, and the City, on behalf of the BID, wishes to engage the services of the Executive Director on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Executive Director and the City agree as follows: TERM 1. RECITALS. The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. TERM. Subject to the provisions of Section 8 below, the initial Term of this Agreement shall commence on May 15, 2017 and conclude on September 30, 2017 (the "Initial Term"). Thereafter the term shall be for one (1) year (the "Term"). The Term shall be automatically extended, for one (1) year periods, unless either party gives written notice to the other of its intention not to extend the Term at least thirty (30) days prior to the expiration date of the then current term. 3. SCOPE OF SERVICE. Executive Director agrees to provide the services required to be performed by the Executive Director under Sections 2-1316 through 2-1328.1 of the Code, as well as adopted job description attached hereto as Exhibit "A," as may be amended from time to time, and such other services as may be required to implement the goals of the BID, or as otherwise required by the Board of Directors of the BID ("Services"). Executive Director represents and warrants that he possesses the necessary qualifications and expertise for the performance of the Services. 4. COMPENSATION AND BENEFITS. In consideration for the Services the BID shall pay Executive Director compensation as follows: A. Salary. During the first full Term, the BID shall pay the Executive Director salary the amount of One Hundred Four Thousand Five Hundred and 00/100 U.S. Dollars ($104,500.00) (less standard deductions). Salary for the Initial Term shall be prorated accordingly. Thereafter, at the option of the BID, the salary may be adjusted or renegotiated, based on the cost of living, as measured by the consumer price index, performance of the Services, and other job performance criteria established in writing in advance by the BID and the Executive Director at the commencement of the then current term. The annual salary shall be paid in equal installments every two (2) weeks, or as otherwise determined by the BID in its sole discretion. B. Automobile Allowance. The BID shall pay to the Executive Director in the first paycheck of each month commencing on May 15, 2017, the sum of Four Hundred and 00/100 U.S. Dollars ($400.00), less standard deductions, as automobile allowance. C. Cellular Telephone Allowance. The BID shall pay to the Executive Director in the first paycheck of each month commencing on May 15, 2017, the sum of One Hundred U.S. Dollars ($100), less standard deductions, as cellular telephone allowance. D. Other Benefits: The Executive Director shall receive additional benefits to include twelve (12) business days paid vacation each year; twelve (12) business days paid sick days each year; eleven (11) paid City observed holidays each year; one hundred percent (100%) of the health insurance premium in an amount not to exceed $500.00; and one hundred percent (100%) of the dental and vision insurance premiums in an amount not to exceed $150.00. The Executive Director shall use these aforementioned benefits each year or they shall be deemed waived and/or abandoned. The Executive Director acknowledges that the amount and effective date of these benefits shall be May 15, 2017. Moreover, the Executive Director acknowledges that any vacation or sick time not used in any particular year shall not accumulate from year to year nor shall it be eligible for a cash payout at the termination of this Agreement. 5. AWARD OF AGREEMENT. Executive Director represents and warrants to the City and the BID that it has not employed or retained any person or company employed by the City or the BID to solicit or secure this Agreement and that it has not offered to pay, paid, or agreed to pay any person any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or in connection with, the award of this Agreement. Wynwood BID- Employment Agreement 2 I P a g e Executive Director 6. PUBLIC RECORDS. Executive Director understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the BID, subject to the provisions of Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law" and agrees to allow access by the public to all documents subject to disclosure under applicable law. Executive Director's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this Agreement by the City and/or BID. BID shall retain all Records for five (5) years after the expiration of the Executive Director's separation from the BID. All of the Records are subject to the provisions of the Public Records Law. The Records shall become the property of the City without restriction, reservation, or limitation on their use and shall be made available at any time upon request by the City. The City shall have the unlimited right to all books, articles, or other copyrightable materials developed in the performance of this Agreement, including, but not limited to, the right of royalty -free, non- exclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, the Records for public purposes. 7. INDEMNIFICATION. Executive Director shall indemnify, defend and hold harmless the City and the BID and its officers, directors, officials, employees and agents, from and against any and all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees), or liabilities arising out of or caused by the gross negligence or willful misconduct of the Executive Director. 8. TERMINATION, SEVERANCE AND LIQUIDATED DAMAGES. The City and/or BID shall have the right to terminate this Agreement, in its sole discretion, at any time, by giving written notice to Executive Director at least thirty (30) days prior to the effective date of such termination. Further, the City and/or BID may terminate this Agreement, without notice to Executive Director, upon the occurrence of an event of default hereunder. If the City and/or the BID elect to terminate this Agreement for any reason, except as specifically provided herein, or elects not to renew the Term, then the BID shall pay the Executive Director and amount equal to three (3) months salary. It is understood and agreed that the BID shall not be obligated to pay any severance or other amounts to the Executive Director if the BID terminated the Agreement or elects not to extend the Term due to the Executive Director's default, willful misconduct, or fraud. In the event the BID chooses not to renew the Term, the Parties agree that the only amounts owed and due are the three (3) months severance pay. The Parties stipulate and agree that the three (3) months severance requirement shall act as a liquidated damages clause. The Parties further stipulate and agree that any damages are imprecise and difficult to ascertain, and as a result, the three (3) months severance shall be predetermined to be the damages due to the Executive Director for any BID default in connection herewith. Wynwood BID- Employment Agreement 3 I P a g e Executive Director 9. NONDISCRIMINATION. Executive Director represents and warrants to the City and BID that Executive Director does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Executive Director's performance under this Agreement on account of race, color, sex, religion, age, disability, marital status or national origin. Executive Director further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, disability, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10. CONFLICT OF INTEREST. A. Executive Director is aware of the conflict of interest laws of the City of Miami (Miami City Code Chapter 2, Article V), Miami -Dade County, Florida (Miami -Dade County Code, Section 2-11 .1 et, seq.) and of the State of Florida as set forth in the Florida Statutes, and agrees that he will fully comply in all respects with the terms of said laws and any future amendments thereto. B. Executive Director covenants that no person or entity under his employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the BID or the City. Executive Director further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to services provided hereunder. Any such conflict of interest on the part of Executive Director, its employees or associated persons, or entities must be disclosed in writing to the BID and the City. 11. ASSIGNMENT. This Agreement shall not be assigned. 12. NOTICES. All notices or other communications required under this Agreement shall be in writing and shall be given by hand -delivery or by registered or certified US Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. TO EXECUTIVE DIRECTOR: Manny Gonzalez 2630 Southwest 28th Street, Apartment 50 Miami, Florida 33133 TO THE BID: Chairman and Vice -Chairman of the Board Wynwood BID- Employment Agreement 4 I P a g e Executive Director WITH A COPY TO: Wynwood Business Improvement District 310 NW 26th Street, Suite 1 Miami, Florida 33127 City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 City Manager 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 13. NHSCELLANEOUS PROVISIONS A. This Agreement shall be construed and enforced according to the laws of the State of Florida. B. Title and paragraph headings are for convenient reference and are not a part of this Agreement. C. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. D. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect or limitation of its use. E. This Agreement constitutes the sole and entire agreement between the parties hereto. No modification or amendment hereto shall be valid unless in writing and executed by property authorized representatives of the parties hereto. F. Executive Director shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City of Miami, nor any rights generally afforded classified or unclassified employees of the City. Wynwood BID- Employment Agreement 5 I P a g e Executive Director IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. "City" CITY OF MIAMI, a Florida municipal ATTEST: corporation By: Todd B. Hannon Daniel J. Alfonso City Clerk City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Victoria Mendez City Attorney Ann -Marie Sharpe Risk Management Director "Executive Director" By: MANNY GONZALEZ, Executive Director Wynwood BID- Employment Agreement 6 I P a g e Executive Director