Resolution No. 2018-60 Approving City Manager's Separation Agreement and Appointing Interim City Manager - July 10, 2018 RESOLUTION NO. 201840
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
AVENTURA, FLORIDA, AUTHORIZING ACCEPTANCE AND
APPROVAL OF CITY MANAGER'S SEPARATION AGREEMENT;
APPOINTING INTERIM CITY MANAGER; PROVIDING FOR
IMPLEMENTATION; PROVIDING FOR SEVERABILITY; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS,the City Commission desires to approve and accept the attached Separation
Agreement between the City and Susan Grant; and
WHEREAS, the City Commission desires to appoint the City's long-time Community
Development Director, Joanne Carr to serve as Interim City Manager, pending the selection of a
new City Manager; and
WHEREAS,the City Commission finds that the adoption of this Resolution is in the best
interest of the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF AVENTURA, FLORIDA:
Section 1. Recitals.
That the foregoing "WHEREAS" clauses are ratified and confirmed as being true and
correct and are made a specific part of this Resolution.
Section 2. Separation Agreement Approved.
That the City Commission hereby accepts and approves the Separation Agreement, in
substantially the form attached hereto, and authorizes the Mayor to execute the Agreement on
behalf of the City, once approved by the City Attorney as to form and legal sufficiency.
Section 3. Interim City Manager Appointed.
(A) That the City Commission hereby appoints Joanne Carr to serve as Interim City
Manager of the City from and after June 25, 2018, for an indefinite term, pending
selection of the next City Manager by the City Commission.
City of Aventura Resolution No. 2018-60
(B) That Mrs. Carr's annual salary shall be increased by Twenty Thousand ($20,000.)
Dollars for the duration of her service as Interim City Manager.Mrs.Carr's existing
benefits of employment shall continue as presently provided, including, but not
limited to, the annual merit pay bonus that is provided on October 1, 2018. The
annual salary percentage increase which may be provided to city employees in
October 2018, shall be provided to Mrs. Carr in the form of a lump sum payment
in lieu of the regular salary installment basis.
(C) That Mrs. Carr, as she takes on and performs the additional duties of Interim City
Manager, is authorized to assign all or part of her duties as Community
Development Director to other city personnel and/or City consultants,as she finds
in the best interest of the City and in accordance with the City budget.
Section 4. Implementation. That the Interim City Manager and the authorized city
officials are hereby each authorized to take any and all actions necessary to implement this
Resolution and the Separation Agreement.
Section 5. Effective Date. That this Resolution shall become effective immediately
upon its adoption and shall be applied retroactively from and after June 25,2018.
The foregoing Resolution was offered by Commissioner Weinberg, who moved its
adoption.The motion was seconded by Commissioner Narotsky,and upon being put to a vote,the
vote was as follows:
Commissioner Denise Landman Yes
Commissioner Dr. Linda Marks Yes
Commissioner Marc Narotsky Yes
Commissioner Robert Shelley Yes
Commissioner Howard Weinberg Yes
Vice Mayor Gladys Mezrahi Yes
Mayor Enid Weisman Yes
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City of Aventura Resolution No. 2018-60
PASSED AND ADOPTED THIS 10th day of July, 2018.
ENI P £MAAYOR
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ATTEST:
CL
ELLISA L. HORVA MC
CITY CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
A
CITY ATTO'NEY
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SEPARATION AGREEMENT
This Separation
Agreement("Agreement")) is entered into by and between Susan L. Grant
("GRANT") and the City of Aventura, Florida (the "CITY"), jointly referred to herein as the
"Parties."
WHEREAS, GRANT is employed by the CITY as City Manager pursuant to an
Employment Agreement dated November 7, 2017 (hereinafter referred to as the "Employment
Agreement"); and
WHEREAS, pursuant to Section 2.4 of the Employment Agreement, GRANT may
voluntarily resign from CITY employment upon providing three(3)month advance written notice
to the CITY,unless the Parties agree to a different timeframe; and
WHEREAS, GRANT has decided to resign due to unforeseen circumstances and,
therefore,will end her employment with the CITY upon mutually-agreeable terms; and
WHEREAS, the CITY and GRANT have arrived at mutually agreeable terms whereby
GRANT will agree to end her employment with the CITY on July 10,2018,and whereby the CITY
will agree to compensate GRANT and perform other obligations,as set forth in more detail below.
NOW, THEREFORE, in consideration of their mutual promises and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties,
intending to be legally bound, agree as follows:
1. Recitals. The Recitals above are incorporated herein.
2. Last Day of Employ ment. The Parties agree that, conditioned upon the approval
of the City Commission, GRANT's last day of employment with the CITY shall conclude on July
10, 2018 (although, as set forth below, she will provide consulting services to the City until
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November 27, 2018). GRANT agrees that, upon the approval of this Agreement by the City
Commission, her resignation has been accepted and is irrevocable.
3. Full and General Waiver of All Rights and Claims.
A. Except for any claims arising pursuant to paragraph (9) below, GRANT
hereby knowingly and voluntarily releases, waives, and forever discharges any and all claims,
rights, demands, actions, or causes of actions, of any kind whatsoever, known or unknown,
foreseen or unforeseen, foreseeable or unforeseeable, and any consequences thereof, which she
has or may have against the CITY(including but not limited to, its current and former employees,
agents, administrators, representatives, City Commission, successors and assigns) from the
beginning of the world until the date of execution of this Agreement or the approval of this
Agreement by the City Commission,whichever shall occur later, including,but not limited to,any
claim(s)under:
• The Employment Agreement;
• Title VII of the Civil Rights Act of 1964;
• The Civil Rights Act of 1991;
•
The Florida Civil Rights Act of 1992;
• Sections 1981 through 1988 of Title 42 of the United States Code;
• The Constitutions of the United States and the State of Florida;
• The Age Discrimination in Employment Act;
• The Older Workers Benefit Protection Act;
• Florida Wage and Hour laws;
• Florida and federal whistle-blower laws, including § 112.3187, Florida Statutes;
• The Internal Revenue Code;
• The Rehabilitation Act;
• The Consolidated Omnibus Budget Reconciliation Act;
• The Immigration Reform and Control Act of 1986;
• The Americans with Disabilities Act of 1990;
• The Fair Labor Standards Act;
• The Equal Pay Act of 1963;
• The Family and Medical Leave Act of 1993;
• Any other federal, state, or local civil or human rights law or any other federal,
state, or local law, regulation, or ordinance;
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• The CITY's employment policies, whether written or oral, and regardless of
whether contained in the CITY Charter, Code, employment manual/handbook or
elsewhere; and/or
• Any public policy,contract or common law claims, including any tort claims(e.g.,
negligent or intentional infliction of emotional distress; negligent retention,
supervision or training;defamation; assault; battery; false imprisonment;wrongful
termination;loss of consortium;etc.),whether based on common law or otherwise.
B. GRANT and the CITY acknowledge and agree that this release and waiver
bars any claim or demand for damages, costs, fees, or other expenses, including attorneys' fees,
incurred in connection with GRANT'S employment with the CITY, her separation from
employment, or with any of the above-referenced claims, except as specifically provided in
paragraph 5.f.,below. GRANT and the CITY understand and agree that with respect to the claims
GRANT is waiving in this Agreement,she is waiving not only the right to recover money or other
relief in any action she might institute, but also that she is waiving any right to recover money or
any other relief whatsoever in any action that might be brought on her behalf by any other person
or entity, including but not limited to, the United States Equal Employment Opportunity
Commission or any other federal, state or local government agency or department.
C. GRANT and the CITY understand that the foregoing waiver and release
fully and finally resolves and releases any and all disputes she may have against the CITY with
respect to any alleged acts occurring before the Effective Date of this Agreement, whether those
disputes presently are known or unknown, suspected or unsuspected, except as specifically
provided in paragraph 5.f.,below.
4. No Pending Lawsuits, Claims or Charges and Covenant Not to Sue. GRANT
represents that she has no charges or claims pending against the CITY with any federal, state or
local agency or department and that she does not have pending before any court any dispute of any
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kind against the CITY. GRANT further represents and agrees that she will not hereinafter pursue,
initiate, or cause to be instituted any dispute released herein against the CITY, and represents that
she has not heretofore assigned or transferred,or purported to have assigned or transferred,to any
entity or person, any dispute released herein. If it is determined that GRANT has any lawsuit,
charge or claim of any kind pending against the CITY, then GRANT agrees to dismiss all such
charges, claims and/or lawsuits with prejudice immediately upon execution of this Agreement.
This paragraph(4)shall not impair the provisions of paragraph(9)below.
5. Consideration. In consideration of GRANT's waiver and release of all claims
against the CITY,the Parties agree to the following:
a. GRANT will serve as a consultant to the CITY, beginning on July 11, 2018, and
ending November 27, 2018. GRANT will be available for consultation during this
period, as necessary, whether by an Interim City Manager or new City Manager,
other CITY staff, or members of the Commission, as well as to provide deposition
testimony in any pending civil action, if requested or required.
b. While serving as a consultant, GRANT'S total fee for services shall be based on
the dollar value of 20 weeks of pay under her former City annual salary of
$220,000, payable in one lump sum of $84,620 (less applicable withholdings),
within 15 days of the effective date of her separation from CITY employment.
c. The CITY will continue to pay the employer-portion of GRANT's health insurance
premium until July 31, 2018, as well as all other contributions historically paid in
connection with her employment with the CITY,and shall continue to pay CITY'S
contribution to GRANT'S 401 account with the ICMA until and including July 10,
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2018; and the employee portion, if any, will be deducted from GRANT's final
paycheck.
d. The CITY will provide GRANT with a lump sum payment for her accrued sick and
vacation leave, as credited between her start date of November 27, 2017 and July
10,2018, totaling 108.23 hours(subject to confirmation and calculation by CITY'S
Human Resources Division), payable within 15 days of the effective date of her
separation from CITY employment.
e. GRANT will be responsible for any income tax liability that results from any
payment made pursuant to this Agreement.
f. As set forth in Section 1.9 of the Employment Agreement, the indemnifications
provided by the CITY shall survive this Agreement.
The Parties agree and acknowledge that the foregoing constitutes good, valuable and sufficient
consideration for GRANT's full waiver and release of all claims, and her fulfilling all of her
promises as set forth herein.
6. Effective Date. This Agreement will become effective upon the execution of this
Agreement by GRANT and the approval of the City Commission. Once executed by GRANT,
GRANT's signature shall be irrevocable, pending final acceptance of this Agreement by the City
Commission.
7. Confidentiality. GRANT agrees that, except as required by a lawful order of a
court of competent jurisdiction or to the extent that she has received written authorization from the
CITY, she will not, at any time or in any manner whatsoever, either directly or indirectly, reveal,
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divulge, disclose, or communicate to any person, firm or corporation any CITY documents or
information that are exempt or confidential under Chapter 119, Florida Statutes.
8. Governing Law., This Agreement shall be governed and construed in accordance
with the laws of the State of Florida. Venue for any litigation arising out of this Agreement shall
be proper exclusively in Miami-Dade County, Florida. The Parties voluntarily waive any right to
trial by jury in the event of any litigation between the Parties which in any way arises out of this
Agreement. The prevailing party in any dispute under this provision shall be entitled to recover
its/her reasonable attorneys' fees and costs from the non-prevailing party.
9. Non-Disparagement. GRANT agrees that she will not engage in any conduct or
communication designed to disparage the CITY, its elected officials or City employees. CITY
agrees that CITY, its elected officials, or CITY employees will not engage in any conduct or
communication which is designed to disparage GRANT.
10. Attorney's Fees. Each party will be responsible for paying their own attorney's
fees and costs incurred in connection with,or related to the subject matter of,this Agreement.
11. Severability. If any provision of this Agreement is declared illegal or
unenforceable by any court of competent jurisdiction and if it cannot be modified to be enforceable,
such provision shall immediately become null and void, leaving the remainder of this Agreement
in full force and effect. The language of this Agreement shall be construed as a whole, according
to its fair meaning,and not strictly construed for or against either party. If the waiver language of
this Agreement is declared unenforceable because of actions taken by GRANT or on her behalf,
GRANT shall return all monies paid to her under this Agreement within ten(10)calendar days of
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the date on which the Agreement is declared unenforceable and this Agreement shall immediately
become null and void, and the CITY will owe nothing further pursuant to that Agreement.
12. Entire Agreement. This Agreement sets forth the entire agreement between the
parties and shall supersede any and all prior agreements, understandings, whether written or oral,
between the parties, except as otherwise specified in this Agreement. The Parties acknowledge
that they have not relied on any representations,promises,or agreements of any kind made to each
other in connection with their respective decisions to sign this Agreement except for those set forth
in this Agreement.
13. Amendment. This Agreement may not be amended except by written agreement
signed by all parties and approved by the City Commission.
14. Waiver. The failure of either party to this Agreement to object to or to take
affirmative action with respect to any conduct of the other which that party believes is a violation
of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or of
any future violation,breach or wrongful conduct.
15. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, and such counterparts shall constitute one and the same instrument.
A copy or .pdf version of this Agreement shall be considered the same as an original for all
purposes.
16. Headings. Section headings are used herein for convenience of reference only and
shall not affect the meaning of any provisions of this Agreement.
17. Acknowledgment. The Parties agree that they have carefully read,understand and
fully considered this Agreement consisting of eight(8) pages. The Parties also acknowledge that
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they enter into this Agreement voluntarily, without any pressure or coercion and with full
knowledge of its significance. The terms of this Agreement are the product of compromise
between the CITY and GRANT.
IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this
Agreement as of the date set forth below.
SUSAN L. GRANT CITY OF AVE ' URA
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By: (/ / ,�)' fr�� By: • 4
usan L. Gr ntEnid Weisman, Mayor
Date: Ce 4 _/6 Date: i I /0 I le)
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Attest: \ ;QW,, ,"
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Ellisa L. Horvat ,Me'City Clerk
Approved as to
Legal Sufficiency for City's Reliance Only:
.1(M 17n
City Attorney
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