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ICMA AgreeV4d ICMA MODEL EMPLOYMENT AGREEMENT 2012 This agreement uses the above referenced model agreement as a base document. Some of the policies recommended in this document were not discussed by the Commission or the Interim Manager prior to this draft. Language inserted into the model document by Mr. Alexander are highlighted in blue PROPOSED EMPLOYMENT AGREEMENT BETWEEN CITY OF SOUTH MIAMI, FLORIDA AND STEVEN ALEXANDER 1 of 15 Introduction This Agreement, made and entered into this JUNE 1, 2013, by and between the City of South Miami, Florida, a municipal corporation, (hereinafter called ”Employer”) and Steven Alexander, (hereinafter called “Employee”) an individual who has the education, training and experience in local government management and who, as a member of the International City/County Management Association (ICMA), is subject to the ICMA Code of Ethics, both of whom agree as follows: Section 1: Term A. The term of this agreement shall be for an initial period of four (4) years from JUNE 1, 2013, to JUNE 2, 2017. This Agreement shall automatically be renewed on its anniversary date for a four (4) term unless notice that the Agreement shall terminate is given at least 12 months (12 months recommended) before the expiration date. In the event the agreement is not renewed, A all` compensation, benefits and requirements of the agreement shall remain in effect until the expiration of the term of the Agreement unless Employee voluntarily resigns. In the event that the Employee is terminated, as defined in Section 9 of this agreement, the Employee shall be entitled to all compensation including salary, accrued vacation and sick leave, car allowance, paid in lump sum or in a continuation of salary on the existing [biweekly/monthly] basis, at the Employee’s option up until the date of termination. In the event that the Employee is terminated, as defined in Section 9 other than Section 9.A.2, 5 and 7, Employee shall be entitled toa, plus continuation of all benefits for the remainder of the term of this agreement. Section 2: Duties and Authority A. Employer agrees to employ Steven Alexander as City Manager to perform the functions and duties specified in Article III, Section 5. of the Charter for the City of South Miami charter and to perform other legally permissible and proper duties and functions without interference. B. Employee is the chief executive officer of the Employer and shall faithfully perform the duties as prescribed in the job description as set forth in the Employer’s charter and/or ordinances and as may be lawfully assigned by the Employer and shall comply with all lawful governing body directives, county, state and federal law, Employer policies, rules and ordinances as they exist or may hereafter be amended. C. Specifically, it shall be the duty of the Employee to employ on behalf of the Employer all other employees of the organization consistent with the policies of the governing body and the ordinances and charter of the Employer. 2 of 15 D. It shall also be the duty of the Employee to direct, assign, reassign and evaluate all of the employees of the Employer consistent with policies, ordinances, charter, state and federal law. E. It shall also be the duty of the Employee to organize, reorganize and arrange the staff of the Employer and to develop and establish internal regulations, rules and procedures which the Employee[T1] deems necessary for the efficient and effective operation of the Employer consistent with the lawful directives, policies, ordinances, city charter, county, state and federal law. F. It shall also be the duty of the Employee to accept all resignations of employees of the Employer consistent with the policies, ordinances, charter, county, state and federal law, except the Employee‘s resignation which must be accepted by the governing body, if any. G. The Employee shall perform the duties of city manager of the Employer with reasonable care, diligence, skill and expertise. H. All duties assigned to the Employee by the governing body shall be appropriate to and consistent with the professional role and responsibility of the Employee. I. The Employee cannot be reassigned from the position of city manager to another position without the Employee’s express written consent. J. The Employee or designee shall attend, and shall be permitted to attend, all meetings of the governing body, both public and closed, with the exception of those closed meetings devoted to the subject of this Agreement, or any amendment thereto or the Employee’s evaluation or otherwise consistent with state law. K. The governing body, individually and collectively, shall refer in a timely manner all substantive criticisms, complaints and suggestions called to their attention to the Employee for study and/or appropriate action. Section 3: Compensation A. Base Salary: Employer agrees to pay Employee an annual base salary of $175,000, payable in installments at the same time that the other management employees of the Employer are paid. B. This agreement shall be automatically amended to reflect any salary adjustments that are provided or required by the Employer's compensation policies to include all salary adjustments on the same basis as applied to the executive classification of employees. C. In addition, consideration shall be given on an annual basis to an increase in compensation. 3 of 15 The Employer agrees to increase the compensation of the Employee [T2]dependent upon the results[T3] of the performance evaluation conducted under the provisions of Section 12 of this Agreement in addition to providing a fixed annual increase in the Employee’s salary based on an agreed upon economic indicator, the South Florida Consumer Price Index issued by U.S. Dept of Labor. D. At any time during the term of the Agreement, the Employer may, in its discretion, review and adjust the salary of the Employee, but in no event shall the Employee be paid less than the salary set forth in Section 3.A. including increases as provided in this section, of the Agreement except by mutual written agreement between Employee and Employer. Such adjustments, if any, shall be made pursuant to a lawful governing body action. In such event, Employer and Employee agree to provide their best efforts and reasonable cooperation to execute a new agreement incorporating the adjusted salary. E. Except as otherwise provided in this Agreement, the Employee shall be entitled, at a minimum, to the highest level of benefits enjoyed by and/or available to other employees, department heads or general employees of the Employer as provided by the Employer’s policies, Charter, ordinances, or personnel rules and regulations or other practices. Section 4: Health, Disability and Life Insurance Benefits A. The Employer agrees to provide and to pay the premiums for health, hospitalization, surgical, vision, dental and comprehensive medical insurance for the Employee and his/her dependents, at a minimum, equal to that which is provided to all other employees of the City. In the event no such plan exists, Employer agrees to provide coverage for the Employee and dependents in a manner mutually agreed upon by Employer and Employee. B. The Employer agrees to put into force and to make required premium payments for short term and long term disability coverage for the Employee. C. The Employee may elect to submit once per calendar year to a complete physical examination, including a cardio-vascular examination, by a qualified physician selected by the Employee, the cost of which shall be paid by the Employer. D. The Employer shall pay the amount of premium due for term life insurance in the amount of the Employee’s annual base salary, including all increases in the base salary during the life of this agreement. The Employee shall name the beneficiary of the life insurance policy. The Employer shall provide business travel insurance for the Employee while the Employee is traveling on the Employer’s business, and the Employee shall name the beneficiary thereof. Should the Employee die while on travel for the Employer, the Employer shall cover the full cost of retrieving and transporting the Employee’s remains back to the custody of the Employee’s family. Section 5: Vacation, Sick, and Military Leave A. Upon commencing employment, the Employee shall be credited with 0 accrued sick leave hours and 80 accrued vacation leave hours. In addition, beginning the first day of employment, the Employee shall accrue sick leave of twelve (12) days per 4 of 15 year and vacation leave at the rate of four (4) hours per week (26 days per year) at a minimum, at the highest rate provided or available to any other employees, under the same rules and provisions applicable to other employees. The Employee shall be entitled to accrue and retain at the termination of this Agreement, up to forty days of vacation leave and fifty percent of the accrued sick leave. Option 1 Beginning the first day of employment, Employee shall accrue sick leave and vacation leave on an annual basis equivalent to the number of years served in the profession. B. Upon commencing employment, the Employee shall have access to a bank of 180 sick days to be used in the case of serious medical conditions. This leave can only be used to provide coverage during the waiting period between the onset of illness or disability and the point at which short or long term disability coverage takes effect and may be renewed after each occurrence. C. The Employee is entitled to accrue all unused leave, without limit, and in the event the Employee’s employment is terminated, either voluntarily or involuntarily, the Employee shall be compensated for all accrued vacation time, all paid holidays, executive leave, and other benefits to date. D. The Employee shall be entitled to military reserve leave time pursuant to state law and [local government] policy. Option 2 B. The Employee shall annually be credited with five (5) days of executive leave. Section 6: Automobile The Employee’s duties require exclusive and unrestricted use of an automobile to be mutually agreed upon and provided to the Employee at the Employer’s cost, subject to approval by Employer, which shall not be withheld without good cause. It shall be mutually agreed upon whether the vehicle is purchased by the Employer, provided under lease to the Employer or to the Employee, or provided through a monthly allowance. [T4] Option 1 - Monthly Vehicle Allowance The Employer agrees to pay to the Employee, during the term of this Agreement and in addition to other salary and benefits herein provided, the sum of $600 per month, payable monthly, as a vehicle allowance to be used to purchase, lease, or own, operate and maintain a vehicle. The monthly allowance shall be changed increased annually by the change in the CPI from the previous year [T5]. The Employee 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 replacement of said vehicle. The Employer shall reimburse the Employee at the IRS standard mileage rate for any business use of the vehicle beyond the South Florida area. For purposes of this Section, use of the car 5 of 15 within the South Florida area is defined as travel to locations within a 100 mile (recommended one hundred (100) mile) radius of the local government limits city hall. Option 2 - Employer Provided Vehicle At the Managers option, and in lieu of the option of a monthly vehicle allowance, the Employer shall be responsible for paying for liability, property damage, and comprehensive insurance, and for the purchase (or lease), operation, maintenance, repair, and regular replacement of a full-size automobile to be used by the Manager as his personal vehicle. Section 7: Retirement The Employer agrees to enroll the Employee into the applicable state or local retirement system at Senior or Executive Management levels where applicable and to make all the appropriate contributions on the Employee’s behalf. In addition t[T6]o the Employer’s payment to the state or local retirement system (as applicable) referenced above, Employer agrees to execute and keep in force all necessary agreements provided by ICMA Retirement Corporation [ICMA-RC] or any other Section 457 deferred compensation plan for Employee’s [continued] participation in said supplementary retirement plan. In addition to the base salary paid by the Employer to Employee, Employer agrees to pay an amount equal to 14 percent into the designated plan on the Employee’s behalf, in equal proportionate amount each pay period. The Employer and Employee shall fully disclose to each other the financial impact of any amendment to the terms of Employee’s retirement benefit. In lieu of making a contribution to a Section 457 deferred compensation plan, the dollar value of this contribution may be used, at the Employee’s option, to purchase previous service from another qualified plan. Option 1 Recognizing that effective service with the community is based in part on the stability provided through a long-term relationship, the Employer shall provide a retirement annuity, as directed by the Employee, at a rate of [dollar amount], payable at the completion of each quarter of the fiscal year. This annuity serves as a retirement contribution and does not require further action of the Employer. Option 2 The Employer shall adopt a qualified 401(a) defined contribution plan offered through ICMA Retirement Corporation for the Employee in the form of a money purchase plan to which the Employer shall contribute [%] of compensation annually. The 401(a) plan shall be established as an employer paid plan with non-discretionary contributions by the Employer and the Employee shall have no right to receive such contributions in cash. The 401(a) plan shall be established under a written plan document that meets the requirements of the IRS Code and such document is hereby incorporated herein by reference. The funds for the 401(a) plan shall be invested in such investment vehicles as are allowable under the IRS Code and the Employee shall make the sole determination as to how the funds are invested. 6 of 15 [SA7] Section 8: General Business Expenses A. Employer agrees to budget and pay for professional dues, including but not limited to the International City/County Management Association, and subscriptions of the Employee necessary for continuation and full participation in national, regional, state, and local associations, and organizations necessary and desirable for the Employee’s continued professional participation, growth, and advancement, and for the good of the Employer. B. Employer agrees to budget and pay for travel and subsistence expenses of Employee for professional and official travel, meetings, and occasions to adequately continue the professional development of Employee and to pursue necessary official functions for Employer, including but not limited to the ICMA Annual Conference, the state league of municipalities, and such other national, regional, state, and local governmental groups and committees in which Employee serves as a member. C. Employer also agrees to budget and pay for travel and subsistence expenses of Employee for short courses, institutes, and seminars that are necessary for the Employee’s professional development and for the good of the Employer. D. Employer recognizes that certain expenses of a non-personal but job related nature are incurred by Employee, and agrees to reimburse or to pay said general expenses. Such expenses may include meals where Employer business is being discussed or conducted and participation in social events of various organizations when representing the Employer. Such expenditures are subject to annual budget constraints as well as state and Employer ethics and purchasing policies. The finance director is authorized to disburse such moneys upon receipt of duly executed expense or petty cash vouchers, receipts, statements or personal affidavits[T8]. E. The Employer acknowledges the value of having Employee participate and be directly involved in local civic clubs or organizations. Accordingly, Employer shall pay for the reasonable membership fees and/or dues to enable the Employee to become an active member in local civic clubs or organizations[T9]. F. Recognizing the importance of constant communication and maximum productivity, Employer shall provide Employee, for business and personal use, a laptop computer, software, and a monthly allowance of $150 for both internet connection at Employee’s permanent residence, and mobile phone/personal digital assistant and/or tablet computer for business and personal use, and pager for business and personal use required for the Employee to perform their his duties and to maintain communication with Employer’s staff and officials as well as other individuals who are doing business with Employer[SA10]. Upon termination of Employee’s employment, the equipment described herein shall become the property of the Employee and at the discretion of the Employee any mobile phone number shall be transferred to the Employee. 7 of 15 Section 9: Termination A. For the purpose of this agreement, termination shall occur when: 1. The majority of the governing body votes to terminate the Employee without cause in accordance with this agreement at a properly posted and duly authorized public meeting. 2. If the Employer, citizens or legislature acts to amend any provisions of the charter or code of ordinances pertaining to the role, powers, duties, authority and, responsibilities of the Employee’s position that substantially changes the form of government, the Employee shall have the right to declare that such amendments constitute termination. 3. If the Employer reduces the base salary, compensation or any other financial benefit of the Employee, unless it is applied in no greater percentage than the average reduction of all department heads, such action shall constitute a breach of this agreement and will be regarded as a termination. 4. Employer shall not reduce the base salary, compensation or any other financial benefit of the Employee, such action shall constitute a breach of this agreement and will be regarded as a termination. Provided However, that if Employer enacts salary reductions for Department heads and general employees, the Employee’s salary may be reduced accordingly and such event shall not be an event of termination or breach. 1.5. If the Employee resigns following an offer to accept resignation, whether formal or informal, by resolution of the Employer as representative of the majority of the governing body that the Employee resign, then the Employee may resign and declare a voluntary termination as of the date of the suggestion. 5.6.A substantial breach of contract. Breach of contract declared by either party with a 30 day cure period for either Employee or Employer. If a party to this Agreement breaches any of the provision of this Agreement (“the Defaulting Party”), the other party shall have the duty, before seeking any remedy, to notify the Defaulting Party of the default. The Defaulting Party shall cure the default within a reasonable time but not to exceed 30 days. If the default is timely cured, the other party may not terminate this Agreement or take action that is otherwise allowed. If the Defaulting Party immediately commences the action to cure the default and takes all available action and proceeds diligently and with all due haste and without delay and provides, after the 15th day of the maximum cure period, the other party with daily written reports of the Defaulting Party’s action to cure, then the time to cure shall be extended for a reasonable amount of time necessary to complete the cure so long as the Defaulting Party continues in the same vein to diligently cure the default and so long as daily reports of action and progress are delivered to the other party as required. The failure to timely cure a default within a reasonable time after being given notice of the default shall be construed as a substantial breach of this Agreement. 8 of 15 If a fifth (5th) breach occurs for the same or substantially similar default, the Defaulting Party shall be deemed to be in substantial breach of the provisions of this Agreement and shall not have the right to cure such subsequent default unless authorized in writing by the other party. If the Defaulting Party has been given ten (10) notices of default of any nature, any subsequent default of any nature shall be considered to be a substantial breach of the provisions of this Agreement and the Defaulting Party shall not have any right to cure any subsequent default unless the other party authorizes the cure in writing. In the event of a substantial breach of this Agreement by Employee, Employer shall have the right to terminate this Agreement. In the event of a substantial breach of this Agreement by Employer, Employee shall have the right to terminate his performance and sue for breach of the Agreement or, at his option, he may continue to perform and sue for damages. 6.7. Written notice of a breach of contract shall be provided in accordance with the provisions of Section 20 except when intentional breach by the Employee is verified.[T11] B. In the event the Employee is terminated without cause by the Employer during the six (6) months immediately following the seating and swearing-in of one or more new governing body members, and during such time that Employee is willing and able to perform his duties under this Agreement the termination shall not be effective until the expiration of this six (6) month period and, then, Employer agrees to shall pay Severance in accordance with Section 10 plus salary and benefits in accordance with Section 10 for any portion of the six months not worked. Section 10: Severance Severance shall be paid to the Employee when employment is terminated as defined in Section 9, unless termination is for cause due to Employee’s substantial breach of this Agreement or Employee resigns. When Severance is owed,If the Employee is terminated, the Employer shall provide a minimum severance payment equal to twenty (five (5) months20) weeks salary at the then current rate of pay. This severance shall be paid in a lump sum or in a continuation of salary on the existing [biweekly/monthly basis, at the Employee’s option, A. The Employee shall also be compensated for all sick leave, vacation leave, and all paid holidays. The Employer agrees to make a contribution to the Employee’s deferred compensation account on the value of this compensation calculated using the then current annual salary of Employee at the date of termination divided by two thousand and eighty (2080) hourstwenty (20) weeks. If the amount of the contribution under this Section exceeds the limit under the Code for a contribution to the Deferred Compensation plan, the remainder shall be paid to the Employee in a lump sum as taxable compensation. 9 of 15 B. For a minimum period of twenty (20) weeks following termination, the Employer shall pay the cost to continue the following benefits: 1. Health insurance for the employee and all dependents as provided in Section 4A, after which time, Employee will be provided access to health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). 2. Life insurance as provided in Section 4D 3. Short-term and long-term disability as provided in Section 4B 4. Car allowance or payment of lease, or provide option to buy Employer’s vehicle at depreciated value 5. Out placement services should the employee desire them in an amount not to exceed [$10,000 to $15,000 recommended], and 6. Any other available benefits. If the Employee is terminated because of uncured breach of contract by the Employee or is terminated "for cause", which shall be defined as an act of fraud, dishonesty or conviction of any criminal act (except for minor traffic infractions), including a felony conviction, then the Employer is not obligated to pay severance under this section. A. The termination and severance of Employee shall be in accordance with the “Separation Agreement” agreed to by Employer and Employee. A template for such agreement is provided by ICMA, and is incorporated herein by reference. Section 11: Resignation In the event that the Employee voluntarily resigns his/her position with the Employer, the Employee shall provide a minimum of 30 days notice unless Employer and Employee agree otherwise. Section 12: Performance Evaluation A. Employer may shall annually review the performance of the Employee in May subject to a in accordance with the process, form, criteria, and format for the evaluation which shall be mutually agreed upon by the Employer and Employee is attached. The evaluation shall be limited to the duties and obligations of the City Manager as set forth in this Agreement, the City Charter and City ordinances. The annual evaluation process, at a minimum, shall include the opportunity for both parties to: (1) conduct a formulary session where the governing body and the Employee meet first to discuss goals and objectives of both the past twelve (12) month performance period as well as the upcoming twelve (12) month performance period, (2) following that formulary discussion, prepare a written evaluation of goals and objectives for the past and upcoming year, (3) next meet and discuss the written evaluation of these goals and objectives, and (4) present a written summary of the evaluation results to the Employee. The final written evaluation, prepared by each commission member individually, shall should be completed and delivered to the Employee and City Clerk within 30 days of the initial formulary evaluation meeting. 10 of 15 B. The Employer shall have the right to modify the evaluation instrument by resolution but such modification shall conform to the criteria set forth in subsection A of this Section 12, In the event the Employer, by resolution, modifies the evaluation instrument, format and/or procedure is to be modified by the Employer and such modifications would require new or different performance expectations then the Employee shall be provided a reasonable period of time to demonstrate such expected performance before being evaluated. Section 13: Hours of Work It is recognized that the Employee must devote a great deal of time outside the normal office hours on business for the Employer, and to that end Employee shall be allowed to establish an appropriate work schedule. The schedule shall be appropriate to the needs of the Employer and shall allow Employee to faithfully perform his or her assigned duties and responsibilities. Section 14: Ethical Commitments Employee will at all times uphold the tenets of the ICMA Code of Ethics, a copy of which is attached hereto and incorporated herein. Specifically, Employee shall not endorse candidates, make financial contributions, sign or circulate petitions, or participate in fund-raising activities for individuals seeking or holding elected office, nor seek or accept any personal enrichment or profit derived from confidential information or misuse of public time. Provided however, the Employee may attend fundraisers for issues [T13]or candidates excluding City of South Miami issues or Mayor/Commission seats. Employer shall support Employee in keeping these commitments by refraining from any order, direction or request that would require Employee to violate the ICMA Code of Ethics. Specifically, neither the governing body nor any individual member thereof shall request Employee to endorse any candidate, make any financial contribution, sign or circulate any petition, or participate in any fund-raising activity for individuals seeking or holding elected office, nor to handle any matter of personnel on a basis other than fairness, impartiality and merit. Section 15: Outside Activities The employment provided for by this Agreement shall be the Employee’s primary employment. Recognizing that certain outside consulting or teaching opportunities provide indirect benefits to the Employer and the community, the Employee may elect to accept limited teaching, consulting or other business opportunities with the understanding that such arrangements must not create a conflict of interest nor detract from, hinder or constitute interference nor a conflict of interest with his or her responsibilities under this Agreement. Section 16: Moving and Relocation Expenses Not applicable 11 of 15 Section 17: Home Sale and Purchase Expenses Not applicable Section 18: Indemnification Beyond that required under Federal, State or Local Law, Employer shall defend, save harmless and indemnify Employee against any obligation, to third parties, to pay money or perform or not perform action, including without limitation, any and all losses, damages, judgments, interests, settlements, penalties, fines, court costs and other reasonable costs and expenses of legal proceedings including attorney fees, and any other liabilities arising from, related to, or connected with any tort, professional liability claim or demand or any other threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigation, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Employee’s duties as City Manager or resulting from the exercise of good faith judgment or discretion in connection with the performance of Employer’s program duties or responsibilities, unless the act or omission involved willful or wanton misconduct, whether criminal or otherwise. The Employee may request and the Employer shall not unreasonably refuse to provide independent legal representation, unless there is insurance that will provide such representation, at Employer’s expense and Employer may not unreasonably withhold approval. Legal representation, provided by Employer for Employee, shall extend until a final determination of the legal action including any appeals brought by either party. The Employer shall indemnify Employee against any and all losses, damages, judgments, interest, settlements, penalties, fines, court costs and other reasonable costs and expenses of legal proceedings including attorney fees, and any other liabilities incurred by, imposed upon, or suffered by such Employee in connection with or resulting from any claim, action, suit, or proceeding, actual or threatened, arising out of or in connection with the performance of his or her duties. Any settlement of any claim must be made with prior approval of the Employer in order for indemnification, as provided in this Section, to be available. Employee recognizes that Employer shall have the right to compromise and settle any claim or suit; unless said compromise or settlement is of a personal nature to Employee, the Employee is a party to the suit which Employee shall have a veto authority over and opposes the settlement in which case the City shall not be required to indemnify the Employee. Further, Employer agrees to pay all reasonable litigation expenses of Employee throughout the pendency of any City of South Miami litigation to which the Employee is a party, witness or advisor to the Employer. Such expense payments shall continue beyond Employee's service to the Employer as long as litigation is pending. Further, Employer agrees to pay Employee reasonable consulting fees and travel expenses when Employee serves as a witness, advisor or consultant to Employer regarding pending litigation. Section 19: Bonding Employer shall bear the full cost of any fidelity or other bonds required of the Employee under any law or ordinance. 12 of 15 Section 20: Other Terms and Conditions of Employment A. The Employer, only upon agreement with Employee, shall fix any such other terms and conditions of employment, as it may determine from time to time, relating to the performance of the Employee, provided such terms and conditions are not inconsistent with or in conflict with the provisions of this Agreement, the City Charter, local ordinances or any other law. B. Except as otherwise provided in this Agreement, the Employee shall be entitled, at a minimum, to the highest level of benefits that are enjoyed by or offered to other department heads or general employees of the Employer as provided in the Charter, Code, Personnel Rules and Regulations or by practice. C. The Employer has appropriated, set aside and encumbered, and does hereby appropriate, set aside, and encumber, available and unappropriated funds of the municipality in an amount sufficient to fund and pay all financial obligations of the Employer pursuant to this Agreement, including but not limited to, the Severance and other benefits set forth in Section 10. D. Upon the termination of this Agreement, the Employer shall enter into a separate Agreement with Steven Alexander with a term of not less than five (5) months for management consulting relating to the transition of City Managers. Such Agreement shall be funded at the salary and benefits in accordance with Section 10 but in addition to any applicable severance. Section 21: Notices Notice pursuant to this Agreement shall be given by depositing in the custody of the United States Postal Service, postage prepaid, and addressed as follows: EMPLOYER Philip K. Stoddard, Ph. D. Mayor 6130 Sunset Drive South Miami, FL 33143-5093 With a copy to: Thomas F. Pepe, Esq. City Attorney 6130 Sunset Drive South Miami, FL 33143-5093 Maria M. Menendez, CMC City Clerk) 6130 Sunset Drive South Miami, FL 33143-5093 EMPLOYEE: Steven Alexander 13 of 15 Interim City Manager 6130 Sunset Drive South Miami, FL 33143-5093 Notice shall be deemed given as of the date of personal service or as the date of deposit of such written notice in the course of transmission in the United States Postal Service. Section 22: General Provisions A. Integration. This Agreement sets forth and establishes the entire understanding between the Employer and the Employee relating to the employment of the Employee by the Employer. Any prior discussions or representations by or between the Employer and Employee are merged into and rendered null and void by this Agreement. The Employer and Employee 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. Binding Effect. This Agreement shall be binding on the Employer and the Employee as well as their heirs, assigns, executors, personal representatives and successors in interest. C. Effective Date. This Agreement shall become effective on June 1, 2013. D. Severability. 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 Employer and Employee subsequent to the expungement or judicial modification of the invalid provision. E. E. Precedence. In the event of any conflict between the terms, conditions and provisions of this Agreement and the provisions of Council’s policies, or Employer’s ordinance or Employer’s rules and regulations, or any permissive state or federal law, then, unless otherwise prohibited by law, the terms of this Agreement shall take precedence over contrary provisions of Council’s policies, or Employer’s ordinances, or Employer’s rules and regulations or any such permissive law during the term of this Agreement. F. Waiver of Jury Trial. The parties to this agreement hereby waive any right they may have to a jury trial with regard to any matter or dispute between the parties and arising out of this Agreenent. City of South Miami 14 of 15 By: ___________________________ Mayor Philip Stoddard Executed this the (_____) day of (____________), (______). Steven Alexander Signature: _______________ Executed this the (_____) day of (____________), (______).