08-07-23 Special Called Meeting of the City Commission - Amended Agenda V2City of Atlantic Beach
Amended Agenda
Special Called Meeting of the City Commission
Monday, August 7, 2023 - 5:20 p.m.
Commission Chamber
City Hall, 800 Seminole Road
INVOCATION AND PLEDGE OF ALLEGIANCE
Page(s)
1. CALL TO ORDER AND ROLL CALL
2. PUBLIC COMMENT
3. ACTION ON RESOLUTIONS
3.A. Resolution No. 23-30
A RESOLUTION OF THE CITY OF ATLANTIC BEACH, FLORIDA, APPOINTING MIKE
NEW THE CITY MANAGER AND AUTHORIZING THE EXECUTION OF AN
EMPLOYMENT AGREEMENT DESIGNATING HIM AS SUCH EFFECTIVE SEPTEMBER
2023; AUTHORIZING THE MAYOR TO EXECUTE THE DOCUMENTS
NECESSARY, INCLUDING BUT NOT LIMITED TO AN EMPLOYMENT AGREEMENT,
TO EFFECTUATE THE EMPLOYMENT OF MIKE NEW TO SERVE AS CITY MANAGER;
AND PROVIDING AN EFFECTIVE DATE.
Resolution No. 23-30
3-15
4. ADJOURNMENT
This meeting will be live -streamed and videotaped. To access live or recorded videos, click on
the Meeting Videos tab on the city's home page at www.coab.us.
If any person decides to appeal any decision made by the City Commission with respect to
any matter considered at any meeting, such person may need a record of the proceedings,
and, for such purpose, may need to ensure that a verbatim record of the proceedings is made,
which record shall include the testimony and evidence upon which the appeal is to be based.
Any person wishing to speak to the City Commission on any matter at this meeting should
submit a request to the City Clerk prior to the meeting. For your convenience, forms for this
purpose are available at the entrance to the Commission Chamber.
Every effort is made to indicate what action the City Commission is expected to take on each
agenda item. However, the City Commission may act upon any agenda subject, regardless of
how the matter is stated on the agenda.
In accordance with the Americans with Disabilities Act and Section 286.26, Florida Statutes,
persons with disabilities needing special accommodation to participate in this meeting should
contact the City Clerk's Office by 5:00 PM, the Friday prior to the meeting.
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Special Called Meeting of the City Commission - 07 Aug 2023
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Agenda Item #3.A.
07 Aug 2023
CITY OF ATLANTIC BEACH
CITY COMMISSION MEETING
STAFF REPORT
AGENDA ITEM: Appointment of City Manager
SUBMITTED BY: Cathy Varian, Director of Human Resources
TODAY'S DATE: August 2, 2023
MEETING DATE: August 7, 2023
BACKGROUND: The City advertised for a new City Manager and conducted
interviews with several candidates. On July 31, 2023, the Commission voted to offer the position
to Mike New. The Mayor and City Attorney have negotiated an agreement with Mr. New to serve
as the City's City Manager.
BUDGET: $205,000 plus benefits
RECOMMENDATION: Consider Resolution No. 23-30 appointing Mike New as the City
Manager and consider the attached employment agreement, which has been reviewed and
approved by the City Attorney.
ATTACHMENTS: Resolution No. 23-30
Employment Agreement for City Manager Services
REVIEWED BY CITY MANAGER:
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Agenda Item #3.A.
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RESOLUTION NO. 23-30
A RESOLUTION OF THE CITY OF ATLANTIC BEACH, FLORIDA,
APPOINTING MIKE NEW THE CITY MANAGER AND AUTHORIZING
THE EXECUTION OF AN EMPLOYMENT AGREEMENT
DESIGNATING HIM AS SUCH EFFECTIVE SEPTEMBER , 2023;
AUTHORIZING THE MAYOR TO EXECUTE THE DOCUMENTS
NECESSARY, INCLUDING BUT NOT LIMITED TO AN EMPLOYMENT
AGREEMENT, TO EFFECTUATE THE EMPLOYMENT OF MIKE NEW
TO SERVE AS CITY MANAGER; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the City Commission voted on July 31, 2023 to offer the City Manager
position to Mike New and agreed that the Mayor and the City Attorney would negotiate a contract
with Mike New and bring it back to the City Commission for consideration; and
WHEREAS, the Mayor, City Attorney and Mr. New have negotiated a proposed
employment agreement, which is now being presented to the City Commission for its
consideration; and
WHEREAS, it is the desire of the City Commission to enter into the attached employment
agreement appointing and designating Mr. New as City Manager, effective September , 2023.
NOW THEREFORE, be it resolved by the City Commission of the City of Atlantic Beach
as follows:
SECTION 1. Pursuant to Section 21 and Section 10 of the City Charter, the City
Commission hereby approves the attached employment agreement designating Mike New as City
Manager.
SECTION 2. The City Commission hereby authorizes the Mayor to execute the
employment agreement and any documents necessary to effectuate the employment of Mr. New
to serve as City Manager.
SECTION 3. This Resolution shall take effect immediately upon its passage and adoption.
PASSED AND ADOPTED by the City of Atlantic Beach, this 7'" day of August, 2023.
Curtis Ford, Mayor
Attest: Approved as to form and correctness:
Donna L. Bartle, City Clerk Jason Gabriel, City Attorney
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (hereinafter referred to as the "Agreement") is by
and between the City of Atlantic Beach, a municipal corporation (hereinafter referred to as the
"City"), and Mike New a/k/a Gary Michael New (hereinafter referred to as "New" or as "City
Manager"), an individual who has the education, training and experience in local government
management and meets all of the qualification requirements of the City Charter including but not
limited to Section 22.
WITNES SETH:
WHEREAS, the City desires to employ New as City Manager of the City of Atlantic Beach,
Florida, as provided for in Section 10 of the City Charter of the City of Atlantic Beach; and
WHEREAS, the City, through its City Commission, desires to provide for certain benefits
and compensation for the City Manager and to establish conditions of employment applicable to
the City Manager; and
WHEREAS, New desires to accept employment as City Manager of the City of Atlantic
Beach under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises as set forth in this
Agreement, the parties agree as follows:
Section 1. Term.
This Agreement shall remain in full force and effect from September , 2023 until
terminated by the City or by the City Manager as provided herein.
Section 2. Duties and Authority
A. The City of Atlantic Beach agrees to employ New as its City Manager to perform
the duties and functions specified in the City's Charter and Code (including but not limited to
Article III, City Charter) and to perform other legally permissible and proper duties and functions
as the City Commission shall from time to time assign.
B. The City Manager is the chief executive officer of the City and shall faithfully
perform the duties as prescribed in the job description as set forth in the City's charter and/or
ordinances and as may be lawfully assigned by the City and shall comply with all lawful
Commission directives, state and federal law, City policies, rules and ordinances as they exist or
may hereafter be amended.
C. Specifically, it shall be the duty of the City Manager to employ on behalf of the
City all other employees of the organization consistent with the policies of the governing body and
the ordinances and charter of the City.
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D. It shall also be the duty of the City Manager to direct, assign, reassign and evaluate
all of the employees of the City consistent with policies, ordinances, charter, state and federal law.
E. It shall also be the duty of the City Manager to organize, reorganize and arrange the
staff of the City and to develop and establish internal regulations, rules and procedures which the
City Manager deems necessary for the efficient and effective operation of the City consistent with
the lawful directives, policies, ordinances, state and federal law.
F. It shall also be the duty of the City Manager to accept all resignations of employees
of the City consistent with the policies, ordinances, state and federal law, except the City
Manager's resignation, which must be accepted by the Commission.
G. The City Manager shall perform the duties of City Manager of Atlantic Beach with
reasonable care, diligence, skill and expertise.
H. All duties assigned to the City Manager by the Commission shall be appropriate to
and consistent with the professional role and responsibility of the City Manager.
I. The City Manager cannot be reassigned from the position to another position
without the Commission's express, written consent and approval.
J. The City Manager or designee shall attend and shall be permitted to attend, all
meetings of the Commission.
K. The Commission, individually and collectively, shall refer in a timely manner all
substantive criticisms, complaints and suggestions called to their attention to the City Manager for
study and/or appropriate action.
Section 3. Compensation
A. The City agrees to pay the City Manager an annual base salary of $185,000.00
payable in installments at the same time as other City employees are paid.
B. Cost of Living Adjustments (COLA). The City Manager shall receive the same
COLA increases provided to all other City general employees.
C. The City may increase said base salary and/or other benefits of the City Manager
in such amounts and to such an extent as the City Commission may determine desirable. This
Agreement shall be automatically amended to reflect any salary adjustments that are provided to
the City Manager by the Commission.
D. Annually, and in compliance with the provisions of applicable law, the City
Commission and City Manager shall define such goals and performance objectives that they
determine necessary for the proper operation of the City and in the attainment of the City
Commission's policy objectives. Said goals and objectives shall be generally attainable within
the time limitations as specified and the annual operating and capital budgets and appropriations
provided.
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Section 4. Health, Disability and Life Insurance Benefits; Housing Allowance; Moving
Allowance.
A. The City agrees to provide and to pay the premiums for vision, dental and
comprehensive medical insurance for the City Manager and his/her dependents, at the mid-level
plan offered to other full-time City employees. The City Manager may elect to upgrade to a higher
plan, but shall pay the cost differential.
B. The City agrees to put into force and to make required premium payments for short
term and long-term disability coverage for the City Manager.
C. The City shall pay the amount of premium for term life insurance in the amount of
$50,000. The City Manager shall name the beneficiary of the life insurance policy.
D. The City shall pay a housing allowance to New in the annual amount of $20,000.00,
in installments at the same time as the base salary, during the Term of this Agreement with the
following condition: This housing allowance shall cease and terminate immediately upon the
occurrence of the following: (a) the City Charter is amended so that it authorizes the City Manager
to reside outside of the City of Atlantic Beach's city limits, and (b) New commences to reside
outside of the City of Atlantic Beach.
E. A one-time moving allowance not -to -exceed a total amount of $5,000 shall be
payable to New by the City upon written proof of receipt(s) satisfactory to the City of moving
costs and expenditures related to New's relocation from his current residence to the City.
Section 5. Personal Leave
A. Upon commencing employment the City Manager shall be credited with 40 hours
of personal leave. In addition, beginning the first day of employment, the City Manager shall
accrue personal leave at the rate for employees with "8 years and 1 day thru 10th year" under the
same rules and provisions applicable to other employees.
B. The City Manager is entitled to accrue all unused leave, up to 680 hours, and in the
event the his/her employment is terminated, either voluntarily or involuntarily, the City Manager
shall be compensated for all accrued personal leave.
Section 6. Automobile and Phone Allowance
A. The City agrees to pay to the City Manager, during the term of this Agreement and
in addition to other salary and benefits herein provided, the sum of $500 per month, payable
monthly, as a vehicle allowance to be used to purchase, lease or own, operate and maintain a
vehicle. The City Manager shall be responsible for paying for liability, property damage and
comprehensive insurance coverage upon such vehicle and shall further be responsible for all
expenses attendant to the purchase, operation, maintenance, repair and regular maintenance of said
vehicle, including gasoline. The City shall reimburse the City Manager at the IRS standard
mileage rate for any business use of the vehicle beyond 100 miles of the City limit.
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B. The City shall provide the City Manager with his choice of a cell phone allowance
of $50 per month or a city -issued cell phone to compensate him for the business use of his personal
phone. The personal cell must be a smart phone and City Manager agrees to have an application
loaded on his personal cell phone that will enable him to send and receive e-mails through the City
system.
Section 7. Retirement
The City agrees to pay, on an annual basis, an amount equal to ten percent (10%) of the
City Manager's base salary to a Mission Square 401k account, as designated by the City Manager.
The City's contribution shall not exceed the limits established by federal statute and/or regulation.
Such payments for City Manager's retirement will be in lieu of any such payments which the City
would have otherwise made on behalf of City Manager to the City's defined contribution pension
plan.
The City Manager may participate in any optional supplemental retirement plan offered to
employees.
Section 8. Professional Development
A. The City agrees to pay the City Manager's professional dues for membership in the
ICMA, Florida League of Cities and the Florida City and County Management Association. The
City agrees to pay the costs associated with maintaining the City Manager's engineering license,
including continuing education requirements. The City may pay other professional dues and
subscriptions on behalf of the City Manager as are approved in the City's annual budget (on a line
item basis) or as authorized separately by the City Commission.
B. The City agrees to pay reasonable and customary travel and subsistence expenses
for the City Manager's travel to and attendance at professional and official travel, meetings and
occasions to adequately continue the professional development of the City Manager, including but
not limited to the ICMA's annual conference, the Florida City and County Management
Association's annual conference, the Florida League of Cities' annual conference or other similar
professional development training opportunities, provided the associated expenses do not exceed
the allocated appropriation in the City's annual budget.
Section 9. Community Involvement
The City recognizes the desirability of representation in and before local civic and other
organizations, and encourages the City Manager to participate in these organizations to foster a
continuing awareness of the City's activities as well as the community's attitudes and ideas. The
City may pay dues or membership fees toward local civic organization(s) on behalf of the City
Manager as are approved in the City's annual budget (on a line item basis) or as authorized
separately by the City Commission.
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Section 10. Holidays
The City Manager is entitled to the same paid holidays as the general City staff.
Section 11. Termination by the City and Severance Pay
A. The City Manager shall serve at the pleasure of the City Commission, and the City
Commission may terminate this Agreement and the City Manager's employment with the City at
any time, for any reason, or for no reason.
B. Should a majority of the entire Commission vote to terminate the services of the
City Manager "without cause", then within ten (10) business days following such vote, the
Commission shall cause the City Manager to be paid any accrued and unpaid salary and benefits
earned as of the date of the vote to terminate (including personal leave but excluding such items
and allowances as are used in conducting City business such as, but not limited to, the use of the
automobile and cell phone allowance). Within forty-five (45) calendar days following the vote to
terminate the City Manager's employment "without cause", the Commission shall cause the City
Manager to be paid a lump sum severance pay equal to 20 weeks of his base salary as full and
complete payment and satisfaction of any claims of the City Manager of whatsoever nature arising
out of this Agreement or otherwise. As consideration for such payment, the City Manager shall,
prior to receipt thereof, execute and deliver to the City a general release of the City and its
Commission members and its officers, agents, and employees for all acts and actions from the
beginning of time until the date of release, in substantially the form which is attached hereto and
made a part hereof as Appendix 1. Any severance pay paid under this Section shall be in
accordance with, and subject to the limits of, Section 215.425, Florida Statutes.
C. In the event the City Manager is terminated "for cause," the City shall have no
obligation to pay the amounts outlined in Section 11, paragraph B of this Agreement or to provide
the general release set forth therein and attached as Appendix 1. For purposes of this Agreement,
"for cause" is defined and limited for purposes of this Agreement to any of the following:
1. Conviction or a plea of guilty or no contest to a felony crime, or a misdemeanor
crime involving a breach of public trust, whether or not adjudication is withheld;
2. Violation of any substantive City policy, rule, or regulation, which would subject
any other City employee to termination;
3. Any intentional act involving moral turpitude causing substantial disrepute to the
City; or
4. "Misconduct," as defined in Section 443.036(30), Florida Statutes.
Section 12. Termination by the City Manager
A. The City Manager may terminate this Agreement or voluntarily resign at any time
by delivering to the City Commission a written notice of termination or voluntary resignation a
minimum of forty-five (45) days prior to the effective date of the termination or resignation. In its
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sole discretion, the City may waive, or shorten, the forty-five (45) day notice period by a majority
vote of the entire Commission (three members).
B. If the City Manager terminates this Agreement or voluntarily resigns after
providing the written notice required in Section 12(A), then the provisions of Section 11(B) above,
shall not apply. If the City Manager terminates this Agreement or voluntarily resigns after
providing the written notice required in Section 12(A), the City shall pay to the City Manager any
accrued personal leave. Other than paying the City Manager any accrued compensation that he
has earned as of the date of his termination, the City shall have no further financial obligation to
City Manager pursuant to this Agreement, unless the City Commission by a majority vote of the
entire Commission (three members) agrees to provide any other consideration. In such event, and
as consideration of said approval, the City Manager shall execute and deliver to the City the general
release as referenced in Section 11 B hereof.
C. If the City Manager terminates this Agreement or voluntarily resigns without
providing the notice required in Section 12(A) herein, the City shall not pay to the City Manager
any accrued personal leave. Other than paying the City Manager any accrued compensation that
he has earned as of the date of his termination, the City shall have no further financial obligation
to City Manager pursuant to this Agreement.
Section 13. Residency Requirement
The City Manager understands the requirement of Section 22 of the City Charter that City
Manager reside within the City as a condition of his employment as City Manager and agrees to
move to the City of Atlantic Beach, as his/her permanent residence, within six months of the date
of this Agreement.
Section 14. Performance Evaluation
The City Commission has the option of conducting an annual review of the performance
of the City Manager, to be coordinated by the Director of Human Resources.
Section 15. Indemnification.
A. Subject to the limitations set forth in Section 768.28, Florida Statutes, and without
waiving the sovereign immunity of the City, the City shall defend, hold harmless, and indemnify
the City Manager against any action for any injury or damage suffered as a result of any act, event,
or omission of action committed by the City Manager within the scope of his employment
hereunder, provided that the City Manager timely reports the same to the City Commission and
cooperates fully and honestly in the City's defense thereof. The City may compromise and settle
any such claim or suit and pay the amount of any settlement or judgment rendered thereon. The
provisions of this Section shall not apply to any claim, demand, suit or cause brought or asserted
against the City Manager for his acts or omissions committed while acting outside the course and
scope of his employment under this Agreement, committed in bad faith or with malicious purpose
or in a manner exhibiting wanton and willful disregard of human rights, safety, property or civil
rights. In such instance, the City shall be under no affirmative obligation to indemnify or defend
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the City Manager and the City Manager shall be solely responsible for all costs associated with his
legal defense and any settlement(s) or judgment(s) rendered in connection with the charged
conduct.
B. Said indemnification shall extend beyond the termination of employment and the
expiration of this Agreement to provide protection for any such acts undertaken or committed in
his capacity with the City as City Manager, regardless of whether the notice of claim or filing of a
lawsuit occurs during or following employment with the City.
Section 16. Bonding
The City agrees to bear the full cost of any fidelity or other bonds required of the City
Manager under any policy, regulation, ordinance or law.
Section 17. Code of Ethics
The "Code of Ethics" promulgated by the ICMA, as may from time to time be amended,
is incorporated herein, and by this reference made a part hereof. Said "Code of Ethics" shall
furnish principles to govern the City Manager's conduct and actions as City Manager of the City.
Section 18. General Terms and Conditions
A. This Agreement sets forth and establishes the entire understanding between the City
and the City Manager relating to the employment of the City Manager by the City. Any prior
discussions or representations by or between the City and the City Manager are merged into and
rendered null and void by this Agreement. The City and the City Manager by mutual written
agreement may amend any provision of this agreement during the life of the agreement. Such
amendments shall be incorporated and made a part of this Agreement.
B. This Agreement shall be binding on the City and the City Manager as well as their
heirs, assigns, executors, personal representatives and successors in interest.
C. This Agreement shall become effective on September , 2023.
D. The invalidity or partial invalidity of any portion of this Agreement will not affect
the validity of any other provision. In the event that any provision of this Agreement is held to be
invalid, the remaining provisions shall be deemed to be in full force and effect as if they have been
executed by both the City and City Manager subsequent to the expungement or judicial
modification of the invalid provision.
E. The parties acknowledge that each has shared equally in the drafting and
preparation of this Agreement and, accordingly, no court construing this Agreement shall construe
it more strictly against one party than the other and every covenant, term and provision of this
Agreement shall be construed simply according to its fair meaning.
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F. A default shall consist of the breach or anticipatory breach of any covenant,
agreement, representation, provision or warranty contained within this Agreement. If a default,
breach or anticipatory breach occurs, the party not in default may, at any time or from time to time,
pursue to enforce its remedies under this Agreement by suit in equity, action at law or by any other
appropriate proceeding, for damages or other relief, or proceed to take any action authorized or
permitted under applicable laws or regulations; provided, however, the parties shall, prior to
initiating any court proceedings, initiate and complete mediation with a Florida Supreme Court
certified mediator in accordance with the procedures set forth in Section 44.102, Florida Statutes,
with costs to be equally shared.
G. This Agreement and the rights, obligations and remedies hereunder shall be
interpreted and governed in all respects by the laws of the State of Florida. Any suit, action or
other legal proceeding arising out of or relating to this Agreement shall be brought in courts of
competent jurisdiction in and for Duval County, Florida.
Executed by the City of Atlantic Beach, Florida this day of 2023.
CITY OF ATLANTIC BEACH, FLORIDA
By:
Curtis Ford, Mayor
ATTEST:
Donna L. Bartle, City Clerk
Executed by the CITY MANAGER this day of , 2023.
Mike New
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APPENDIX 1
SEPARATION OF EMPLOYMENT AND GENERAL RELEASE AND WAIVER
This Separation of Employment and General Release and Waiver Agreement (Agreement)
is made by and between the City of Atlantic Beach (City) and New (City Manager).
WHEREAS, City has employed City Manager; however the parties wish to enter into a
voluntary agreement to terminate their employment relationship and to resolve any actual or
potential claims that either party may have against the other by reason of City Manager's
employment or termination thereof.
WHEREAS, the parties desire to set forth the terms and conditions governing City
Manager's separation of employment and to provide for the settlement and release of any and all
disputes or controversies that have arisen, or which may hereafter arise, between City and City
Manager, including without limitation, any and all claims arising out of or in any way related to
City Manager's employment with or separation from the City.
NOW THEREFORE, in consideration of the mutual covenants herein contained and the
mutual benefits to be derived therefrom, the sufficiency of which consideration is hereby
acknowledged by the undersigned, City and City Manager agree and state:
1. TERMINATION OF EMPLOYMENT
Upon their mutual agreement, City Manager's employment with City shall terminate on
, 20, which shall be (was) City Manager's final date of employment.
2. NO ADMISSION OF LIABILITY
This Agreement is not an admission by City Manager or City of any wrongful conduct whatsoever.
Both parties deny and disclaim any liability to or wrongful conduct against the other or any third
party.
3. PAYMENT AND BENEFITS
City Manager shall receive his/her last regular paycheck at the regular scheduled payroll date.
Within ten days of this Agreement, City Manager shall receive an additional payment to
compensate for accumulated personal leave, subject to customary payroll deductions.
As consideration for this Agreement and the release contained within, and in full and complete
satisfaction of all obligations due and owing City Manager, City shall: Pay City Manager an
amount equal to twenty (20) weeks of his current salary, subject to customary payroll deductions.
4. SURRENDER AND VACATION OF EMPLOYER'S PROPERTY
Upon execution of this Agreement, City Manager shall deliver all of City's property in his/her
possession and further, shall vacate City's property.
5. RELEASE AND WAIVER OF CLAIMS
In consideration of the benefits to be provided to City Manager pursuant to this Agreement, City
Manager hereby irrevocably and unconditionally releases, waives, acquits and discharges the City
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and each of its past, present and future elected officials, department heads, officers, employees,
agents, representatives and attorneys from any and all charges, complaints, claims, liabilities,
obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights,
demands, costs, losses, debts and expenses (including attorneys' fees and costs actually incurred),
of any nature whatsoever, whether known or unknown, arising out of any act, omission, or event
from the beginning of time up to the execution of this agreement.
City hereby irrevocably and unconditionally releases, acquits and discharges City Manager from
any and all charges, complaints, claims, liabilities, obligations, promises, agreements,
controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and
expenses (including attorneys' fees and costs actually incurred), of any nature whatsoever, whether
known or unknown, arising out of any act, omission, or event from the beginning of time up to the
execution of this Agreement.
6. REFERENCES AND NON -DISPARAGEMENT
If it is necessary for City to provide a reference to a prospective employer, City Manager agrees
that he will direct the prospective employer to contact the Director of Human Resources at the City
of Atlantic Beach. Additionally, City Manager and the elected officials agree that they shall not
disparage or make untrue statements about each other; provided that this Section shall not apply
to comments made to any other governmental entity or as required by law.
7. REPRESENTATIONS AND WARRANTIES
The undersigned parties hereby represent and warrant the following to the other:
a. City Manager represents and warrants that: he/she is legally and mentally competent to
sign this Agreement; he/she is the sole owner of any claims against the City; he/she has the
requisite capacity and authority to make this Agreement, and no portion of any existing or
potential claims has been sold, assigned or pledged to any third party; and he/she presently
possesses the exclusive right to receive all of the consideration paid in exchange for this
Agreement.
b. City Manager represents and warrants that he/she has not and will not file any complaints,
charges or lawsuits against City or any of its past, present and future elected officials,
department heads, officers, employees, agents, representatives or attorneys with any
governmental agency or any court, including without limitation, any claim or matter of any
nature whatsoever related to or arising out of his employment with or separation of his/her
employment, except City Manager expressly reserves the right to file a claim for
unemployment benefits. City Manager further agrees to indemnify and hold City harmless
from any and all loss, costs, damages or expenses, including reasonable attorney fees
incurred by City, arising out of any claim that may hereafter be made by City Manager or
any other party.
c. City represents and warrants that it has not and will not file any complaints, charges or
lawsuits against City Manager with any governmental agency or any court, including
without limitation, any claim or matter of any nature whatsoever related to or arising out
of City Manager's employment with or separation of his/her employment with City.
d. Each party is fully aware of the contents of this Agreement and of its legal effect and
understands that it should obtain legal advice regarding this Agreement as they deem
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appropriate. The parties hereto and each of them, have carefully read this Agreement and
know the contents thereof, and they signed the same freely and voluntarily.
e. This Agreement sets forth the entire agreement between the parties and supersedes any and
all prior agreements or understandings between the parties pertaining to the subject matter
herein. No waiver of a breach of any provision of this Agreement shall be construed to be
a waiver of any breach of any other provision of this Agreement or of any succeeding
breach of the same provision. No delay in acting with regard to any breach of any provision
of this Agreement shall be construed to be a waiver of such breach. If any provision in this
Agreement is found to be unenforceable, all other provisions will remain fully enforceable.
f. No promise or inducement has been made or offered, except as herein expressly set forth,
and this Agreement is executed without reliance upon any statement or representation by
any of the released parties or their representatives.
g.
The language of all parts of this Agreement shall, in all cases, be construed as a whole,
according to its fair meaning, and not strictly for or against either party.
h. This Agreement and any amendments hereto may be executed in multiple counterparts by
the parties, or copied. Each counterpart or copy shall be deemed an original, but all
counterparts together shall constitute one and the same instrument.
8. JURISDICTION
This Agreement shall be governed by the laws of the State of Florida, and venue shall be in Duval
County, Florida.
9. BINDING EFFECT
This Agreement shall be binding upon and shall accrue to the benefit of the parties hereto, their
respective heirs, personal representatives, successors in interest and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective
dates set forth below and each hereby acknowledges receipt of an executed copy of this Agreement.
On behalf of the City of Atlantic Beach, Florida:
Curtis Ford, Mayor Date
City Manager
Mike New Date
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