INTERIM EXECUTIVE DIRECTOR EMPLOYMENT AGREEMENT. This Agreement is entered into on December 21, 2011, between Max D.

Transcription

1 INTERIM EXECUTIVE DIRECTOR EMPLOYMENT AGREEMENT This Agreement is entered into on December 21, 2011, between Max D. Crumit, P.E. ( Crumit ) and the Orlando-Orange County Expressway Authority, a body politic and corporate and agency of the State of Florida (the Authority ) operating pursuant to Florida Statutes (2011) Sections et seq. WHEREAS, pursuant to Florida Statute (4)(a), the Authority is desirous of employing Crumit as its Interim Executive Director, retroactively effective to a starting date of December 12, 2011, and WHEREAS, Crumit is willing to accept the Authority s offer of employment as Interim Executive Director; and WHEREAS, both parties believe it would be mutually beneficial to have a contract of employment between the Authority and Crumit, setting forth agreements and understandings of the parties. NOW THEREFORE, in consideration of the mutual covenants and promises set forth below, the Authority and Crumit agree as follows: 1. Duties. Crumit agrees to devote his full business time and all his work efforts to his responsibilities and duties as Interim Executive Director. Crumit will report to the Governing Board of the Authority (the Board ). Crumit shall perform such duties and assignments as are set Page 1 of 7

2 forth in the February 24,2010 Resolution No , whereby the Board approved the Executive Director position description attached hereto as Exhibit A as well as such responsibilities as may be assigned to him by the Board, any of which may be altered, augmented or rescinded at the Board s sole discretion. 2. Ethical Considerations. Crumit shall at all times comply with the Code of Ethics for Public Officers and Employees, Part III, Chapter 112, Florida Statutes, and the Authority Code of Ethics. Crumit agrees that for a period of six months after leaving Authority employment, he will not conduct business with the Authority or any of its consultants or their subconsultants with regards to any Authority contract, subcontract, or arrangement in connection with any project, proposal or any property included or planned to be included in any Authority project. 3. Compensation. The Authority shall compensate Crumit at an annual base salary of, which will be paid in equal installments in accordance with the Authority s pay periods. The use of an annual base salary number is an administrative convenience being used to compute the installments and shall not confer any right to employment for a set period of time. Federal Income Tax and Social Security Tax will be withheld in accordance with Authority policy. Page 2 of 7

3 4. Benefits. The Authority shall furnish to Crumit those vacation and sick leave benefits furnished by it from time to time to its other employees. Vacation and Sick Leave With respect to paid vacation, it is agreed that Crumit shall participate in the Authority s vacation plan as published in its Personnel Policy Manual at a Level 3 vacation accrual rate. Sick leave shall be provided at the standard rate set forth in the Personnel Policy. Redemption of accrued time upon termination shall be as prescribed by the Personnel Policy. Health Care Crumit shall be eligible for the same health care benefits as are offered to OOCEA employees in the Division of State Group Insurance ( DSGI ) plan. Acceptance into the plan and commencement and duration of coverage shall be subject to the rules of DSGI. Authority agrees to submit Crumit s enrollment information to DSGI promptly. 5. Term. This Agreement shall commence at 8:00 a.m. on December 12, 2011 and shall expire two weeks after the commencement of the Permanent Executive Director s employment unless sooner terminated. This term shall not be amended except by written amendment approved by the Board. Page 3 of 7

4 6. Reimbursable Costs. Crumit, with the prior written consent of the Chairman of the Board, shall be reimbursed for the cost of dues and other membership costs of professional associations associated with his work as Interim Executive Director. He shall also be reimbursed the actual costs of business travel as provided for and in accordance with the Authority s travel policies, as supplemented or amended from time to time. 7. Termination of Agreement at Will of Either Party. Crumit shall serve as Interim Executive Director at the will and pleasure of the Board. The intent of this agreement is that the Board, in its sole discretion, may terminate this Agreement and Crumit s employment at any time for any reason. In the event the Board invokes its option to terminate at will; Crumit shall receive ten work days of severance pay. Crumit may terminate this Agreement and his employment by written resignation delivered to the Board no less than two weeks prior to the effective date of the resignation. Upon effective date of the resignation, the Authority shall have no further obligations to Crumit. 8. For Cause. This Agreement may also be terminated by the Authority for cause at any time. Cause as used in this Section 8 means any of the following: (1) if the Interim Executive Director is convicted of any Page 4 of 7

5 felony or misdemeanor under state or federal law, including traffic offenses involving homicide or DUI; (2) a finding of a violation of either the State of Florida or Authority Code of Ethics; (3) any material and continuing dereliction of his duties as Interim Executive Director. In the event of a termination for cause, no severance pay shall be required. In the event the Interim Executive Director is charged by indictment or information with a felony or any crime involving moral turpitude, including a traffic offense involving homicide or DUI, or any ethics code violation; as an alternative to the option to terminate at will, the Board may elect to suspend him from his duties without pay. If suspended, then upon the dismissal of such charges or upon the Interim Executive Director being acquitted of same, he shall be reinstated and entitled to full back pay and other accrued benefits. 9. Waiver of Tenure. In consideration of the foregoing, Crumit waives, foregoes and releases any and all property right or interest in his employment with the Authority, including, but not limited to: (a) all rights under federal, state or local law giving rise to any property interest or right in public employment; and (b) all claims to or rights to continued employment or tenure which may exist under any of the governing documents of or any other Page 5 of 7

6 documents or materials pertaining or relating to the Authority or its operations; and (c) this Agreement constitutes waiver and relinquishment of any rights regarding his employment under the Fifth and Fourteenth Amendments to the United States Constitution and Section 42 U.S.C The intent of the parties is that Crumit, in consideration of the rights granted him in this agreement, shall be an employee terminable at the will and pleasure of the Authority, acting through its Board, and that he shall have no right to continued Authority employment and no right to contest or appeal to any person, board, body or court the termination of his employment under this Agreement. 10. Entire Understanding. This Agreement incorporates the entire understanding of the parties. No other agreements, understandings or arrangements, prior or contemporaneous, verbal or written apply, and this Agreement supersedes all such agreements, understandings or arrangements. Further, nothing in this Agreement shall be interpreted to eliminate or modify the requirement to comply with all policies, procedures, and codes of conduct as adopted by the Authority for its employees. Page 6 of 7

7 IN WITNESS WHEREOF, the parties have executed this Agreement on respective dates under each signature. The Authority, acting through its Board, authorized the Board Chairman to execute this Agreement on the 21 st day of December, STATE OF FLORIDA COUNTY OF ORANGE Max D. Crumit, P.E. The foregoing instrument was acknowledged before me this day of December, 2011 by Max D. Crumit, who is personally known to me OR has produced as identification. Signature of Notary Public [Notary Seal] Print name of Notary Public My commission expires: ORLANDO-ORANGE COUNTY EXPRESSWAY AUTHORITY, a body politic and corporate and an agency of the State of Florida ATTEST: Darleen Mazzillo, Assistant Secretary By: Walter A. Ketcham, Jr., Chairman Dated: Approved as to form and legal sufficiency for the reliance of OOCEA only: Joseph L. Passiatore Page 7 of 7