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Home My Public Portal About15-9031 Approving the Separation Agreement of Kelvin Baker Sponsored by: Mayor Taylor RESOLUTION NO. 15-9031 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA, APPROVING THE SEPARATION AGREEMENT OF CITY MANAGER KELVIN BAKER; PROVIDING FOR INCORPORATION OF RECITALS; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, City Manager Kelvin Baker has submitted his resignation effective July 22, 2015; and WHEREAS, Attached as Exhibit "A" is a Separation Agreement and General Release; and WHEREAS, The City Commission desires to approve of the Agreement. NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA: 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 of the Separation Agreement and General Release and authorizes the Mayor to Execute it and staff to implement its terms. PASSED AND ADOPTED this 22nd day of July, 2015. MYR AYLOR MAYOR Resolution No. 15-9031 Attest to: Approved as to form and legal sufficiency: 1„` f 141,J_ 95'\ J•rnna Flores Vincent T. Brown, Esq. City Clerk BROWN LAW GROUP, LLC City Attorney Moved by: COMMISSIONER SANTIAGO Seconded by: COMMISSIONER PINDER Commission Vote: 4-1 Commissioner Kelley: YES Commissioner Pinder: YES Commissioner Santiago: YES Vice-Mayor Holmes: NO Mayor Taylor: YES OQp oc j�4 O� �O 9 0 ppORAS0- Memorandum TO: Mayor Myra L.Taylor Vice-Mayor Timothy Holmes Commissioner Joseph L.Kelley Commissioner Luis B. Santia s! Commissioner Terence K.Pin •r ,4IYP FROM: Kelvin L. Baker, Sr., City Manage DATE: July 22,2015 Subject: Resignation Effective immediately, I hereby resign my position as City Manager of the City of Opa-locka subject to the City Commission's approval of my separation agreement. END OF MEMORANDUM AGREEMENT This Agreement ("Agreement") is made and entered into by and between the City of Opa Locka, Florida, hereinafter referred to as "City", a Florida municipal corporation, and Kelvin Baker, individually, hereinafter collectively referred to as "Contractor". WHEREAS, the City retained Contractor as its City Manager; WHEREAS, the parties have agreed to terminate their relationship; and WHEREAS, the parties desire to set forth the terms and conditions agreed upon by the parties. NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration contained in this Agreement, the parties enter into this Agreement setting forth, as follows, each party's respective rights, duties, and responsibilities: 1. Resignation. Contractor will submit, and the City will accept, a written resignation bearing an effective date of July 22, 2015. Subsequent to the effective date of Contractor's resignation, Contractor shall not represent to any individual or entity that Contractor represents the City. 2. Severance. The City will provide Contractor with a total of twenty (20) weeks compensation under the existing agreement between the City and Contractor. Contractor shall be responsible for any federal, state, or local taxes which may be owed by virtue of the receipt of any portion of this compensation. Half of the severance shall be paid on July 23rd and the balance on October 1st. In addition, City shall continue to provide Health Insurance for contractor and his family until January 1st, 2016, or until contractor obtains such health insurance by other means, whichever comes first. 3. City Equipment. Contractor agrees and represents that Contractor will immediately return to the City all equipment and other property belonging to the City which has been or is in Contractor's care, custody, or possession or control, including, but not limited to, reports, files, memoranda, records, software, computer disks, credit cards, keys, cellular telephones, and other property. Contractor further agrees that Contractor, its officers, employees, agents, and representatives have not retained and will not retain any copies, duplicates, reproductions, or excerpts of these documents and materials. 4. General Release. Contractor shall execute the General Release affixed hereto as Attachment A. Contractor acknowledges that there is sufficient consideration for execution of the General Release affixed hereto as Attachment A. Contractor further acknowledges and agrees that the General Release shall operate to bind the Contractor, its officers, employees, agents, and representatives. 1 5. Cooperation. If requested by the City, Contractor shall be available to the City and its representatives to provide information, and to otherwise cooperate and provide assistance necessary for a proper transfer of responsibilities to a new City Manager. 6. Non-Disparagement. The parties acknowledge and agree that they will not at any time in the future make any statements, comments, or communications to anyone that denigrate, defame, disparage, or cast aspersions upon the other, or the officers, employees, agents, or representatives of the other, or that may be considered to be derogatory or detrimental to the good name or business and professional reputation of the other or its officers, employees, agents, or representatives. Nothing herein shall prevent the parties, and/or their officers, employees, agents, or representatives from giving truthful testimony or information to law enforcement entities, administrative agencies, or courts in any legal proceedings as required by law. 7. Assignment. Contractor may not assign any rights or delegate any duties or obligations under this Agreement. 8. Notice. Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by registered or certified first class mail, sent by recognized overnight delivery service with confirmation of receipt, or sent by facsimile with confirmation of receipt and followed by first class mail, to the appropriate party's address listed in the first paragraph of this Agreement. 9. Governing Law. This Agreement, and any provision thereof, shall be construed and governed in accordance with the laws of the State of Florida. If there is any litigation to enforce this Agreement, the prevailing party shall be entitled to Attorney's Fees. 10. No Representations Contractor is entering into this Agreement knowingly and voluntarily. Contractor has had the opportunity to consider the terms of this Agreement carefully. Contractor fully understands and agrees to the terms of this Agreement and is signing this Agreement voluntarily. 11. Construction of Agreement. The terms and conditions of this Agreement shall be construed as a whole according to its fair meaning, and not strictly for or against either party. The parties acknowledge this document is a negotiated agreement and that both parties have been represented by or had the opportunity to seek counsel. Neither the Town nor the Contractor shall be considered the drafting party and any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement. 12. Partial Invalidity. If any term, provision, covenant, or condition of the Agreement, or any application thereof, should be held by a court of competent jurisdiction to be invalid, void, or unenforceable, all provisions, covenants and conditions of this Agreement, and all applications thereof not held invalid, void, or unenforceable, shall continue in full force and effect, and shall in no way be affected, impaired, or invalidated thereby. 2 13. Waiver. Neither the failure nor any delay on the part of either party to exercise any right, remedy, power, or privilege under this Agreement shall operate as a waiver of that right, remedy, power, or privilege. No waiver of any right, remedy, power, or privilege with respect to any particular occurrence shall be construed as a waiver of such right, remedy, power, or privilege with respect to any other occurrence. 14. Venue. Venue for any legal or equitable proceeding between the parties involving the enforcement, construction, or breach of this Agreement shall be in Florida circuit or county court in Miami-Dade County, Florida. 15. Entire Agreement. This Agreement, including Attachment A hereto, sets forth the entire agreement between the parties, and supersedes all prior agreements, both oral and written, negotiations, representations, commitments, and other communications between the parties. The Agreement may be supplemented or changed only in writing signed by the parties. 16. Effective Date. This Agreement shall become effective upon the date of the last parties' signature. IN WITNESS THEREOF,the undersigned parties have executed this Agreement. KELVIN BAKE t CITY OF OPA LOCKA 7' gi By: By:. Date: 1 \(2:L\10 Date: Witness Witness ifm"' rogrie ne s Witness 3 ATTACHMENT A GENERAL RELEASE OF CLAIMS I, Kelvin Baker, as consideration for the items provided by the City of Opa Locka, Florida in the Agreement to which this Release is attached and made a part of, hereby irrevocably, fully, and unconditionally release, acquit, satisfy, settle, cancel, and forever discharge and covenant not to sue the City of Opa Locka Florida., and its past and present Council members, mayors, officers, agents, insurers, employees, contractors, successors, attorneys, and assigns from any and all manner of action and actions, cause of action, suits, grievances, claims, promises, liabilities, demands of any kind, whether known or unknown or suspected to exist by Kelvin Baker has or may now have, under any and all contracts, agreements, municipal, state, and federal constitutions, statutes, charters, ordinances, codes, administrative regulations, and common law including, without limitation, charges and suits under Title 42, United States Code, Section 1983, Title 42, United States Code, Section 1981, the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Fair Labor Standards Act, the Family and Medical Leave Act, the Florida Whistleblower Protection Act, the Florida Civil Rights Act of 1992, and Chapter 440, Florida Statutes. This Release includes, but is not limited to, any cause of action arising out of or involving in any way the facts surrounding the retention and service of Kelvin Baker as the City Manager for the City of Opa Locka, Florida, and the resignation of Kelvin Baker, as the City Manager. By signing this Release, I, Kelvin Baker acknowledge that: a. I have read and understand all the terms provided for in the Agreement to which this Release is attached and made a part of, and I have signed it knowingly and voluntarily; b. I am aware of the requirement for a twenty-one (21) day waiting period for the release of claims under the Age Discrimination in Employment Act and I knowingly and voluntarily waive this requirement; and c. I have received valuable consideration in exchange for signing this Release, as set forth in the Agreement to which this Release is attached and made a part of. I Kelvin Baker, have signed this Release freely and vs • - arily in the presence of witnesses this day of , 2I' . L tAKER lcik1 ' \..ii .,,c\',N "(C1. fyJitness— Signature ►, Ay 4111110 b' "Wit 4...►itn--•....-- s— ignature Sworn to and subscribed before me this day of 1_,L , 201 by w_h o .ptrsonally known t me or produced identification . Type of identification: 411110a 41111111111111111610* *.s,-.11411111 / ' /I NO AR PUBL STATE 0 FLORIDA My Co NOfic State of Florida ;� Peggy Castano a Expires 8/15/2077 045837