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HomeMy WebLinkAboutAgreements_General_08/05/2010 (5) SECOND EMPLOYMENT AGREEMENT BETWEEN MICHAEL R. COUZZO, JR. AND THE VILLAGE OF TEQUESTA, FLORIDA This Second Employment Agreement, is made and entered into this 5 th day of August 2010, at which time action was taken by the Village Council, by and between the Village of Tequesta, Florida, a municipal corporation, hereinafter called the "Village ", and Michael R. Couzzo, Jr., an individual, both of whom understand as follows: WHEREAS, the Village desires to continue to employ the services of Michael R. Couzzo, Jr., as Village Manager of the Village of Tequesta, as provided by appropriate Charter, statute and ordinance sections; and WHEREAS, it is the desire of the Village Council to provide certain benefits and established continued conditions of employment; and WHEREAS, the Village seeks to provide inducement for Michael R. Couzzo, Jr. to remain in such employment and make possible full work productivity by assuring Michael R. Couzzo, Jr.'s morale and peace of mind with respect to future security; to act as a deterrent against malfeasance or dishonesty for personal gain on the part of Michael R. Couzzo, Jr.; and to provide a just means for terminating Michael R. Couzzo, Jr.'s services at such time as he may be unable to fully discharge his duties or when the Village may desire to otherwise terminate his employment; and WHEREAS, Michael R. Couzzo, Jr. desires to accept continued employment as the Village Manager of the Village of Tequesta. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: SECTION 1. DUTIES The Village hereby agrees to continue its employment of Michael R. Couzzo, Jr. as Village Manager of the Village to perform the functions and duties specified in the Village Charter, state statutes and ordinances and to perform such other legally permissible and proper duties and functions as the Village Council shall from time to time assign. SECTION 2. TERM A. The First Employment Agreement was entered into by the parties on October 1, 2000 and was to extend until the regular Village Council meeting subsequent to the date of the annual March, 2004 election, which was held on March 9, 2004. Such agreement was amended prior to the end of that term and the amended agreement was effective November 13, 2002 for a five year period of time, or until November 13, 2007. Such amended agreement was automatically renewed for another five (5) year term upon the same terms and conditions to run 1 until November 13, 2012 in accordance with the language set forth in the amended agreement. The parties now desire to extend the term of employment and desire to enter into a "Second Employment Agreement" which sets forth the complete and updated terms and conditions of employment. The term of employment is hereby extended to December 31, 2018. Any amendments or changes to this Agreement shall, be in writing and executed by both parties. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the Village Council to terminate the services of Michael R. Couzzo, Jr. at the will of the Village Council, without cause, at any time, subject only to the provisions set forth in Section 3 of this Second Employment Agreement. B. Nothing in this Second Employment Agreement shall prevent, limit or otherwise interfere with the right of Michael R. Couzzo, Jr. to resign at any time from his position with the Village, subject to the provisions set forth in Section 3 of this Second Employment Agreement. C. Michael R. Couzzo, Jr. agrees to remain in the exclusive employ of the Village and shall not become employed by any other employer unless resignation or termination is effected as hereinafter provided. The prohibition against outside employment shall not be construed to include occasional teaching, writing or consulting performed on Michael R. Couzzo, Jr's time off. However, in no event shall Michael R. Couzzo, Jr.'s outside employment interfere with or otherwise hinder the performance of his duties as Village Manager or reflect poorly upon the name or reputation of the Village. SECTION 3. TERMINATION AND SEVERANCE PAY A. In the event Michael R. Couzzo, Jr. is terminated by the Village Council before expiration of the aforesaid term of employment and during such time that Michael R. Couzzo, Jr. is willing and able to perform the duties of Village Manager, then and in that event, the Village agrees to pay Michael R. Couzzo, Jr. a lump sum cash payment equal to six (6) months aggregate salary ( "Severance Payment "), with an additional one (1) month salary for each additional year he has been employed since his initial employment (on October 1, 2000) and shall continue Michael R. Couzzo, Jr.'s other benefits (insurance coverage as set forth in Section 8, until Michael R. Couzzo, Jr. is re- employed and covered by another health insurance policy) provided hereunder for the six -month period immediately following termination. In the event Michael R. Couzzo, Jr. is re- employed during the six -month period immediately following termination, the Village's obligation to continue benefits shall cease. Re- employment, however, will not affect Michael R. Couzzo, Jr.'s entitlement to the Severance Payment. B. In the event, however, that Michael R. Couzzo, Jr. is terminated for reasons relating to moral turpitude, malfeasance or dereliction of duty, then, in that event, the Village shall have no obligation to make the Severance Payment or continue health insurance benefits subsequent to termination. The Severance Payment along with accrued vacation, sick leave and other accrued benefits referenced in this Second Employment Agreement shall serve as liquidated damages and shall serve in the place and stead of, and as the sole and exclusive remedy for, any claim Michael R. Couzzo, Jr. may have against the Village, its officers or representatives, directly or indirectly relating to his termination. 2 C. In the event the Village refuses, following written notice, to comply with any of the provisions benefiting Michael R. Couzzo, Jr. herein, or Michael R. Couzzo, Jr. resigns following a suggestion, whether formal or informal, made by a majority of the Village Council in official session that he resign, then and in that event, Michael R. Couzzo, Jr. may at his option be deemed to be "terminated" as of the date of such refusal to comply or resignation, within the meaning and context of this severance provision. D. In the event Michael R. Couzzo, Jr. voluntarily resigns his position with the Village before expiration of the term of this Second Employment Agreement, then Michael R. Couzzo, Jr. shall give the Village six (6) months advance written notice and shall relinquish any and all rights to the severance benefits provided under this section. Failure to provide the requisite six (6) months prior written notice shall result in the forfeiture of payment for of all sick leave accrued by Michael R. Couzzo, Jr. and there shall be no payment whatsoever due for such accrued sick leave. SECTION 4. SALARY A. Michael R. Couzzo, Jr.'s annual salary as of August 5, 2010, is $150, 838.00. Michael R. Couzzo, Jr.'s annual base salary shall be paid to Michael R. Couzzo, Jr. in equal installments at the same time other employees of the Village are paid. Michael R. Couzzo, Jr.'s salary shall be increased four percent (4 %) each year until the term of this Second Employment Agreement expires. B. The Village Council shall review Michael R. Couzzo, Jr.'s performance annually, at least thirty (30) days prior to October 1 of each fiscal year, and decide if additional Performance Recognition Compensation ( "PRC ") is appropriate. Michael R. Couzzo, Jr. shall receive cost of living increases as authorized by the Village Council and such adjustments shall be included in his annual base salary. The granting of any additional salary increases based on Michael R. Couzzo, Jr.'s performance evaluation is left exclusively to the discretion of the Village Council. If the Village grants Michael R. Couzzo, Jr. PRC, then any amount specified by resolution shall be determined before tax. Taxes and other payroll deductions shall be deducted from said amount, as with normal staff compensation, before payment to Michael R. Couzzo, Jr. SECTION 5. VACATION Michael R. Couzzo, Jr. shall accumulate four (4) weeks of vacation annually on October 1 of each fiscal year. Any leave taken by Michael R. Couzzo, Jr. in excess of eighty (80) consecutive hours shall require prior approval of the Village Council. SECTION 6. AUTOMOBILE Because employment requires twenty -four (24) hour availability of a vehicle, the Village shall provide an automobile allowance to Michael R. Couzzo, Jr. in the amount of $500.00 per month for use of Michael R. Couzzo, Jr.'s personal vehicle. This figure may be reviewed by the Village Council periodically and adjusted according to the Bureau of Labor Statistics, Southeast 3 Regional Office Consumer Price Index. In addition to the above, Michael R. Couzzo, Jr. shall be compensated at the standard rate approved by the Village Council for official vehicle usage for employer related trips required of the Village Manager outside Palm Beach/Martin County areas. Said mileage shall be computed from the outermost limits of the Palm Beach/Martin County areas to the final destination point. SECTION 7. PROFESSIONAL DEVELOPMENT The Village agrees to provide Michael R. Couzzo, Jr. the usual and necessary funding applicable for travel and subsistence necessary for Michael R. Couzzo, Jr.'s professional development and for the good of the Village. The Village agrees to pay the membership dues of the international City Managers Association, the Florida County and City Managers Association, and the Palm Beach County City Managers Association. The Village specifically agrees to budget and to pay for the travel and subsistence relating to conferences relating to municipal government management that would be in the best interest of Michael R. Couzzo, Jr. and the Village, pursuant to the applicable travel policies of the Village, if any. Absent any Village travel policy relative to same, such travel and subsistence shall be reasonable as determined by the Village. SECTION 8. INSURANCE The Village agrees to provide hospitalization, life, major medical and other related Insurance for Michael R. Couzzo, Jr. and make available such coverage for his dependents and to pay the premiums thereon in a manner comparable to that which is provided for all other Village employees. SECTION 9. JOB RELATED EXPENSES The Village recognizes that certain expenses of a non - personal and job related nature, such as use of Michael R. Couzzo, Jr.'s personal cellular phone, long distance calls and faxes from home, on -line computer time for computer located at home, software, attendance at local government meetings, job related publications, and meals, etc. are necessarily incurred by Michael R. Couzzo, Jr., in accordance with his employment as Village Manager. Therefore, Michael R. Couzzo, Jr. shall receive a general expense allowance of $200.00 per month, payable on the first day of each month, during his term of employment to cover these and similar expenses. Michael R. Couzzo, Jr. shall not be entitled to reimbursement for any expenses incurred over and above the $200.00 allowed as an expense allowance. Entitlement to this general expense allowance shall cease upon Michael R. Couzzo, Jr.'s resignation or termination, SECTION 10. RETIREMENT A. The Village agrees to execute all necessary agreements provided by the International City Management Association - Retirement Corporation (ICMA -RC) for Michael R. Couzzo, Jr.'s continued participation in said ICMA -RC Retirement plan. In addition to the base salary and other benefits paid by the Village to Michael R. Couzzo, Jr. as described in Section 3 of this Agreement, the Village agrees to pay an amount equal to twelve percent (12 %) of 4 Michael R. Couzzo, Jr.'s annual base salary Into the I CMA -RC on Michael R. Couzzo, Jr.'s behalf, in equal proportionate amounts each pay period and to transfer ownership to Michael R. Couzzo, Jr. upon Michael R. Couzzo, Jr.'s resignation or termination of employment. Notwithstanding this provision, the maximum contribution to be paid by the Village under this section shall not exceed the maximum allowed by law. B. The Village shall also make contributions on behalf of Michael R. Couzzo, Jr. to the retirement plan in effect for all Village employees at the same levels applicable to general administrative employees and agrees to transfer ownership of same to Michael R. Couzzo, Jr. upon resignation or termination of employment. SECTION 11. OTHER TERMS AND CONDITIONS OF EMPLOYMENT A. The Village Council shall fix such other terms and conditions of employment as it may determine from time to time relating to the performance of Michael R. Couzzo, Jr. provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Second Employment Agreement, the Charter or any other applicable law. B. Except as specifically provided herein, Michael R. Couzzo, Jr. shall be subject to all provisions of the Village Charter and Code, as well as regulations and rules of the Village relating to sick leave, retirement and pension system contributions, holidays, and other fringe benefits and working conditions as they now exist or hereafter may be amended. C. The Village shall bear the full cost of any fidelity or other bonds required of Michael R. Couzzo, Jr. under any ordinance. D. If any provision or any portion thereof contained in this Second Employment Agreement Is held to be unconstitutional, invalid or unenforceable, the remainder of this agreement or portion thereof shall be deemed severable and shall not be affected and shall remain in full force and effect. SECTION 12. CONFLICTS OF INTEREST Michael R. Couzzo, Jr. shall not, without the express prior written approval of the Village Council, individually, or as a partner, joint venture, officer, shareholder or any other similar position of any kind or nature whatsoever, invest or participate in any business venture which conducts or intends to conduct business within the corporate limits of the Village, except for stock ownership in any company, the capital stock of which is publicly held and regularly traded. Except for purchase of a personal residence, Michael R. Couzzo, Jr. shall not own or invest in any real property within the corporate limits of the Village, without prior notification to and advance written approval by the Village Council, which approval may be withheld by the Village Council in Its sole discretion. Michael R. Couzzo, Jr. is precluded from engaging in any conduct which creates an actual or perceived conflict of Interest under applicable federal, state or local law. 5 SECTION 13. MISCELLANEOUS PROVISIONS A. This Second Employment Agreement constitutes the entire understanding between the parties regarding issues relating to Michael R. Couzzo, Jr.'s employment with the Village, and supersedes any prior agreement or understanding, whether verbal or written, which may have existed between the parties. This Second Employment Agreement may not be amended except in writing and with the express approval of both parties. B. In the event it should become necessary for either party to initiate adversarial proceedings to enforce the terms of this Second Employment Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees incurred in such efforts. Venue for any such proceeding shall be in a court of competent jurisdiction in Palm Beach County. C. Michael R. Couzzo, Jr. acknowledges that he has been afforded the opportunity and encouraged to obtain the representation of legal counsel in connection with the drafting and execution of this Second Employment Agreement. As such, no provision of this Second Employment Agreement shall be construed in favor of or against either party by virtue of draftsmanship. D. IN WITNESS WHEREOF, the Village of Tequesta has caused this Second Employment Agreement to be signed and executed on its behalf by the Mayor and duly attested by its Village Clerk, and Michael R. Couzzo, Jr. has signed and executed this Second Employment Agreement, both in duplicate, the day and year first above written. Village of Tequesta ' ) By: ` LtJ By: Pat Watkins, Mayor Michae Jr. ATTEST: d , - \ ATTEST: ry� By: � (.�-� By: Lori McWil " �" j 4, Lori McWilliams, MMC �� ��, 1'e1S V!t j� Village C� Village Clerk UFS��.,,� foio ti ,,''��' ��un uut� a � 0 °e ��• ATE o r ��IgtHp1N 0 °" 6