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HomeMy Public PortalAbout13-8621 Hiring of Ezekiel Orji as a Consultant Sponsored by: City Manager RESOLUTION NO. 13-8621 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, TO APPROVE HIRING DR EZEKIEL ORJI AS A CONSULTANT FOR PERIOD OF 26 WEEKS, PURSUANT TO THE EXECUTION OF THE WAIVER AND RELEASE ("AGREEMENT") ATTACHED HERETO; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, Dr. Ezekiel Orji, was employed by the City of Opa-locka since July 2006, until his retirement in May 2013; and WHEREAS, Dr. Orji has signed a Waiver and Release ("Agreement"), and in consideration of the terms of the Waiver and Release the City of Opa-locka desires to utilize Dr. Orji, as a consultant for a period of 26 weeks,pursuant to the Agreement; and WHEREAS, the City Commission of the City of Opa-locka, desires to approve the Agreement in the form attached hereto as Exhibit A. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA,AS FOLLOWS: Section 1. The recitals to the preamble herein are incorporated by reference. Section 2. The City Commission of the City of Opa-locka hereby approves the hiring of Dr. Ezekiel Orji as a consultant for a period of 26 weeks following his retirement date, as per the Waiver and Release Agreement, attached hereto as Exhibit A. Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 25th day of June, 2013. 1 i 'MYRA T•% LOR MAYOR Attest to: aL,.„.....a_t_f„2 .--m".,-- Sha'mecca Lawson Deputy Clerk Approved a to form and - z al ufficiency: 1 If ,i r 0 , ,A_ Josi . . letter G' NSP D ON MARDER PA Cit. ttorney Moved by: COMMISSIONER HOLMES Seconded by: COMMISSIONER SANTIAGO Commission Vote: 3-0 Commissioner Holmes: YES Commissioner Johnson: NOT PRESENT Commissioner Santiago: YES Vice-Mayor Kelley: NOT PRESENT Mayor Taylor: YES 9436805 vl DR. EZEKIEL ORJI, FINANCE DIRECTOR SEPARATION, WAIVER AND RELEASE AGREEMENT This Separation, Waiver and Release Agreement ("Agreement") is entered into by and between the CITY OF OPA LOCKA, A MUNICIPALITY, State of Florida Employer (the"CITY"), and EZEKIEL ORJI, Employee (hereinafter"Dr. Orji"). WHEREAS, Dr. ORJI has been Finance Director, for the City since July 17, 2006; and WHEREAS, DR. ORJI wishes to retire from his position as Finance Director, effective on the Effective Date of this Agreement. Effective 26 weeks from the Effective Date, DR. ORJI's contract with the CITY shall be concluded; and WHEREAS, the City wishes to provide a severance package and to settle any claims Dr. ORJI may have against the City, as consideration for his waiver and release set forth herein. NOW THEREFORE, in consideration of the above and intending to be legally bound hereby, the parties hereto agree as follows: AGREEMENT 1. BE IT KNOWN that for good and valuable consideration and in consideration of the promises as delineated below made , by the CITY to the DR. ORJI, the receipt of which is a condition of this Agreement, and in further exchange of their mutual promises and covenants to each other, the CITY and DR. ORJI do hereby unconditionally and irrevocably release, discharge, acquit and forgive each other and their legal representatives from all actions, causes of action, suits, debts, liabilities, contracts, obligations, controversies, judgments, executions, claims and demands both in law and in equity which either parties have or may have against the other parties, whether asserted or unasserted, by reason of any matter or act whatsoever from the beginning of time to date hereof. This release shall, without limiting the generality of the foregoing, further constitute full release, discharge and settlement of the claims that have been or could have been raised by either party, whether or not known in any litigation arising from the employment of DR. ORJI, except any actions statutorily protected from waiver. The above release and discharge shall encompass any actions which have accrued and become cognizable through the date of the execution on the date indicated below. 2. Neither Party by entering into this Agreement admits liability for any act whatsoever. 3. This Agreement shall not be construed against the party drafting it, but shall be construed as if it were prepared jointly by all persons and entities affected Separation,Waiver and Release Dr.EZEKIEL ORJI thereby, and any uncertainty or ambiguity, or both, shall not be interpreted against the drafting party. 4. The Parties acknowledge that they have read this Agreement and fully know, understand and appreciate its contents, and that they execute this Agreement and make this settlement provided for herein voluntarily and of their own free will. 5. Non-Disparagement: Each party agrees, that they will not disparage the reputation of the other party to any person or entity from now until the end of time. In particular and in order to maintain the intent of the parties, any requests for review of DR. ORJI' personnel file maintained by the CITY, shall be forwarded to the City Manager of Opa Locka's Office who shall comply with any requests by outside parties as part of any application for employment by DR. ORJI. All requests for personal interviews by third parties in connection with any application for employment or background investigations conducted by any third party shall also be forwarded to the City Manager of Opa Locke for response. In addition, performance evaluations for 2013 not previously prepared shall be waived and any future evaluations and letter of reference shall be prepared by the City Manager. 6. In furtherance of this non-disparagement covenant, the parties agree that neither party will anonymously or with full identity disclosed, post any disparaging comments about the other party on any bulletin board, blog or other internet media. 7. The Parties agree that no promise, inducement or agreement not expressed herein has been made in connection with this Agreement and that they are not relying and have not relied on any representation or statement made by the other with respect to the facts involved in said controversies or with regard to their rights or asserted rights. 8. The Parties acknowledge that there are no warranties or representations regarding the tax implications of this settlement and that the tax implications of this settlement, if any, are their own respective responsibility. This release shall be binding upon and inure to the benefit of the parties, their successors, assigns, executors, administrators, personal representatives, heirs, parent companies, subsidiaries and affiliates. This release constitutes the full agreement and cannot be altered or modified unless in writing. A facsimile signature appearing on this General Release shall be relied upon and accepted as an original. 9. If any portion of this Agreement is found to be illegal or unenforceable, such finding shall not affect the validity or enforceability of the remaining paragraphs or subparagraphs of this Conditional Mutual General Release. 2 Separation,Waiver and Release HUMAN: }E S UR G +C Dr.EZEKIEL ORJ RECEIVEO 2013 JLk+ 12 PSI 1: 22 Conditions of The Release This release is conditioned upon the occurrence of the following: (1) In consideration for DR. ORJI' waiver and release of all claims against the CITY, and fulfilling other promises set forth herein, the CITY agrees to employ Dr. ORJI for a period of 26 weeks from the effective date of this agreement as a Finance Consultant and DR. ORJI shall report directly to and only to the City Manager, and during said twenty-six (26) week period shall be compensated at his current rate of compensation in existence at the Effective Date of his retirement and shall be provided with family coverage health, dental, vision and life insurance benefits through the City during this period. During this period, DR. ORJI will act as a Finance Consultant to the City Manager and provide advice and assistance, including transition of the new Assistant Finance Director, year-end audit, finalizing the financing of 780 Fisherman Street building, utility audits and such other duties as required by the City Manager. (2) In consideration for DR. ORJI's waiver and release of all claims against the CITY, DR. ORJI will be entitled to receive all of his unused sick and vacation time promptly after the Effective Date of this Agreement. (3) It is further understood and explicitly agreed that in consideration of the mutual promises contained herein, DR. ORJI is releasing the CITY of any and all actual or possible claims, causes of action or complaints which DR. ORJI could or might have or bring against the CITY without exception, from the beginning of time through the date of execution of this document. CITY(Employer) DR. EZEKIEL ORJI City of Opa Locka Dr. EZEKIEL ORJI 780 Fisherman Street 11112 sw 129TH Pl. Opa Locka, Florida 33054 Miami, Fl 33186 Time to Consider Sinning Agreement. DR. ORJI acknowledges that he has been given a reasonable period of time of not less than twenty-one (21) days within which to decide whether to sign this Agreement. DR. ORJI understands and agrees that any changes or amendments to this Agreement, whether material or not, will not re-start the twenty-one (21) day period. DR. ORJI understands and agrees that he can use all or any part of the twenty-one (21) day period to decide whether to sign this Agreement. DR. ORJI further acknowledges that he has, in fact, taken a reasonable period of time to consider this Agreement. 3 Separation,Waiver and Release Dr.EZEKIEL ORJI Seven (7) Day Period to Revoke. DR. ORJI understands that he can revoke this Agreement within seven (7) calendar days after he signs it. (The seven (7) day revocation period is counted by calendar days), if the seventh (7) day falls on a Saturday, Sunday or legal holiday, the seventh (7) day will be the next business day). Any revocation within this period must be in writing and must be received by Kelvin Baker, City Manager, City of Opa-locka, 780 Fisherman Street, Opa-locka, FL 33054, by 5:00 p.m. on the seventh (7) day following execution of the Agreement. DR. ORJI understands and agrees that, in the event that he revokes this Agreement, this Agreement will become null and void, and the CITY will owe nothing pursuant to this Agreement. Effective Date. This Agreement will become effective upon the execution of this Agreement by both DR. ORJI and the CITY. The City will execute the Agreement after execution by DR. ORJI and expiration of the seven (7) day revocation period, if the Agreement is not revoked by Employee during the seven (7) day period. DR. ORJI will not receive any payments hereunder until after the expiration of the seven (7) day revocation period. Construction. This Agreement has been negotiated by the Parties and each Party has been given sufficient time to seek the advice of counsel and has been notified of the prudence in doing so. This Agreement shall be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either Party. Counterparts: Facsimile or PDF Signatures. The Parties may execute this Agreement in separate counterparts, each of which shall be deemed an original instrument against the Party who has signed it. The Parties agree that facsimile or .pdf copies of this executed Agreement shall be deemed a valid and binding execution of this Agreement. Legal Counsel. The Parties acknowledge that they have each had an opportunity to consult with their own legal counsel and tax advisors regarding the legal and tax consequences arising out of this Agreement. Force Maieure. No Party to this Agreement shall be deemed in violation of it, if it is prevented from performing any of the obligations hereunder by reasons of boycotts, labor disputes, embargoes, shortage of material, acts of God, strikes, lockouts, labor troubles, inability to procure labor or materials, fire, accidents, riots, civil commotion, laws or regulations of general applicability, public enemy, act of superior governmental authority, weather conditions, rebellion, sabotage, banking delays, or any other cause or circumstances for which it is not responsible or beyond its control. 4 Separation,Waiver and Release Dr.EZEKIEL ORJI Execution Page CITY: State of Florida County of Miami-Dade City of Opa Locka By: Authorized Representative of City of Opa-locks Sworn to and subscribed before me this Day of ,2013, by ,who is Personally Known to Me or who has produced the following as identification: NOTARY PUBLIC DR.ORJI: State of Florida County of Miami-Dade DR. EZE EL ORJI By. (41 , or-wp- DR. ZE EL OR I Sworn to and subscribed before me this I, Day of (lurui 2013, by Es who is Personally Known to Me or who has produced the following as identification: OTA Y PUBLIC fa+"' Noy Pubis r a Flmgh Migdallna Santos My Commiuion EH08Cl72 5