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HomeMy WebLinkAbout09/08/2004 Agreement Cleilof The Circuit Court Danny L.Kolhage Phone:292-3550 Fax:295-3663 Memorandum To: Richard Collins, County Attorney Attn: Jan Hotalen From: Isabel C.DeSantis Deputy Clerk Date: Wednesday, October 06,2004 At the Special BOCC meeting of September 8,2004, the BOCC approved the following: Employment Agreement between Monroe County and Thomas J. Willi for the position of County Administrator. Attached hereto is a duplicate original document for your handling. Should you have any questions concerning this matter, please do not hesitate to contact me. Copies: County Administrator Finance /File EMPLOYMENT AGREEMENT BETWEEN MONROE COUNTY, FLORIDA AND THOMAS J. WILLI FOR POSITION OF COUNTY ADMINISTRATOR THIS AGREEMENT is entered into upon the date last below written by and between Monroe County, Florida, acting through its Board of County Commissioners ("Board" or "BOCC"), a political subdivision of the State of Florida, whose main business address is 1100 Simonton Street, Key West, Florida 33040, and THOMAS 1. WILLI, whose present residence address is 712 Shore Drive, Boynton Beach, FL 33435, ("Administrator"). WHEREAS, the current Monroe County Administrator has provided written notice to the BOCC that he will be terminating his employment with Monroe County; and WHEREAS, the BOCC has utilized the services of a professional recruiting agency to solicit applicants for the position of Monroe County Administrator; and WHEREAS, after review of applications, meeting with selected applicants, and conducting private and public interviews of four finalists, the BOCC has selected THOMAS 1. WILLI as its unanimous first choice to be offered the position of Monroe County Administrator; and WHEREAS, negotiations between Monroe County and THOMAS 1. WILLI has resulted in this mutually acceptable Employment Agreement ("Agreement"); NOW, THEREFORE, the BOCC and THOMAS 1. WILLI hereby agree as follows: 1. EMPLOYMENT, THOMAS 1. WILLI is hereby employed by the BOCC as County Administrator for Monroe County, Florida (hereinafter "Administrator"). 2, FULL- TIME EMPLOYMENT. County and Administrator agree that the position of County Administrator will be a full-time position. Work hours performed, annual leave, personal leave, and sick leave hours taken will be documented on a form or forms to be provided by County. 3. DUTIES OF ADMINISTRATOR. A Administrator will perform the duties of County Administrator as provided for in Sections 125.70 through 125.74, Florida Statutes, known as the "County Administration Law of 1974"; all duties required by other applicable provisions of Florida law; all duties required by the Monroe County Code and lawfully adopted Resolutions of the BOCC; and all duties as may be set forth in administrative and personnel policies and procedures adopted by use by the County. B. Additionally, Administrator shall perform those duties, functions, and assignments which may Page I of 11 from time to time be directed by the BOCC. C. Duties shall be performed in a professional, respectful, and timely manner and in accordance with the highest standards of ethical behavior established by the Code of Ethics of the International City/County Manager Association and with Part ITI, Chapter 112, Florida Statutes, entitled Code of Ethics for Public Officers and Employees. D. Administrator understands and agrees his duties under this Agreement will require him to routinely work varied hours in excess of the normal County workday, and the hours worked shall be consistent with the needs of the position. E. Nothing in this Agreement or in the BOCC's policies, rules, and procedures will limit the Administrator's right to make passive financial investments; to participate in charitable service or work with charitable organizations and other community activities, including trade and professional organizations; or to undertake other activities which do not interfere with the performance of the Administrator's duties under this Agreement, it being mutually agreed that the Administrator's participation in such activities is of such benefit to the BOCC and the County. F. The Administrator will be reasonably available to BOCC members and key County staff twenty- four (24) hours per day. Such availability will be by telephone or electronic messaging, or in person. 4. SOLE EMPLOYMENT. In partial consideration for the agreements to be performed by the BOCC for the benefit of the Administrator as contained elsewhere in this Agreement, Administrator agrees that he will not perform any work, consulting services, or other activities for any other person or entity, whether for remuneration or at no charge, without the prior express written approval of the BOCC. It is the intent that Administrator's attentions will be devoted solely to County-related duties and obligations. 5. POST-EMPLOYMENT RESTRICTIONS, In partial consideration for the agreements to be performed by the BOCC for the benefit of the Administrator as contained elsewhere in this Agreement, Administrator agrees that for a period of twenty-four (24) months from the effective date of termination or cancellation of this Agreement, Administrator will not personally appear on behalf of another person or entity for compensation before the BOCC sitting in its legislative or quasi-judicial capacity, unless Administrator is appearing on behalf of another governmental agency. Additionally, Administrator agrees that for a period of twenty-four (24) months from the effective date of termination or cancellation of this Agreement, Administrator will not lobby the BOCC sitting in its legislative or quasi-judicial capacity. For purposes of this section, "lobbies" and "lobbyist" will have the same meaning as defined in Section 112.3215(d) and (e), Florida Statutes. This section will survive the termination or cancellation of this Agreement, but may be waived by a majority vote of the BOCC at a public meeting. 6. DISCLOSURE OF FINANCIAL INTERESTS. Section 112.3145, Florida Statutes, requires financial disclosure by a "local officer", and subsection (l)(a)3, defines local officer to include any person holding one or more of the following positions: ...county...manager; chief administrative employee of a county...". Administrator agrees to make such disclosures on such forms and at such times as may be required by state law. Page 2 of 11 7, TERM OF AGREEMENT; TERMINATION; CANCELLATION; GENERAL RELEASE, A, Normal Term of Agreement, The normal term of this agreement shall be for a period of forty- eight (48) months, commencing at 8:00 AM. on the 1st day of November, 2004, and ending at 5:00 P.M. on the 30th day of October, 2008. B, Extension of Normal Term, This Agreement will automatically renew for periods of one year unless either the BOCC or the Administrator gives the other notice of its' or his intent to modify or terminate the Agreement. Such written notice shall be given not less than ninety (90) days prior to the normal expiration date of this Agreement, or sixty (60) days prior to the expiration of any renewal term year, as applicable. Once either party gives written notice under this section, this Agreement will not be modified or extended except as may be mutually agreed to by and between the BOCC and the Administrator. C. Termination of Agreement by BOCC for Cause. This Agreement may be terminated by the BOCC only for cause, and only by majority vote of the BOCC at a public meeting duly noticed and held. At least fifteen (15) days prior to the date on which the agenda for the BOCC is prepared that contains the item of termination to be acted upon, BOCC shall provide to the Administrator a detailed written statement of the reason or reasons for which termination is being sought. The statement will include, but not be limited to, the act or acts, omission or omissions, or default or defaults which form the basis for which termination is sought, along with the relevant date or dates, time or times, and location or locations. As used in this Section 7, "for cause" will mean (a) dishonesty with respect to the business and operation of the BOCC; (b) confirmed violation of the BOCC's drug policy; (c) refusal to cooperate in an investigation regarding any aspect of the business or operation of the BOCC or County, which investigation is conducted by or at the express direction of the BOCC; (d) conviction ofa crime which is classified as a felony or a crime involving moral turpitude; ( e) gross neglect or willful and intentional misconduct; (f) conviction of a crime directly relating to the powers, duties, or privileges of County Administrator; (g) violation of a provision of the Monroe County Code; and (h) breach of any material term or condition of this Agreement by the Administrator. In the event that the Administrator prevails in any litigation challenging his termination for cause, he shall receive from the BOCC his reasonable attorneys' fees, costs of litigation, and related expenses, both at the trial and appellate levels. D, Termination of Agreement by Administrator for Breach by BOCC. This Agreement may be terminated by Administrator upon a breach of this Agreement by the BOCC, provided the BOCC has not cured the breach within thirty (30) days following the notice of the breach. If the breach has not been cured, termination will be effective on the thirty-first day following receipt of written notice from the Administrator by the BOCC. Upon termination of this Agreement due to breach by the BOCC, the Administrator shall be entitled to receive the prospective benefits as if this Agreement had been cancelled by the BOCC. E, Termination of Agreement by Normal Expiration, This Agreement is terminated upon its normal expiration date as stated in Sub-section 7.A F, Cancellation of Agreement by BOCC. The BOCC may cancel this Agreement without cause, effective thirty (30) days after giving written notice to the Administrator. Such cancellation will be by a Page 3 of 11 Resolution adopted by a majority vote of the BOee at a duly noticed public meeting. Upon the effective date of the cancellation, the Administrator will be entitled to receive from the Board, and within fifteen (15) days will be paid by the BOee, a sum equal to the total of the prospective benefits which would have been earned by the Administrator as if still employed under this Agreement for the calendar months following the cancellation of this Agreement in accordance with the following schedule: 1. If cancellation occurs during the first (181) through twelfth (12th) month of this Agreement, the entitlement shall be equal to fifteen (15) months of prospective benefits. 2. If cancellation occurs during the thirteenth (13th) through twenty-fourth (24th) month of this Agreement, the entitlement shall be equal to twelve (12) months of prospective benefits. 3. If cancellation occurs during the twenty-fifth (25th) through forty-eighth (48th) month of this Agreement, the entitlement shall be equal to nine (9) months of prospective benefits. For purposes of this section, "prospective benefits" will mean the combined base salary; transportation and cell phone allowances; dues, fees and costs to be paid under "Professional Memberships" and "Local Liaisons"; the contributions to be made under the Florida Retirement System; and all unused sick leave and annual leave hours. 4. General Release. Upon timely completion by the BOee of all requirements under Sub- section 7.G., the Administrator will execute a general release in favor of all officers, members, and employees of the BOee and County relating to any cause or causes of action the Administrator has, had, or may have related to the Agreement and the cancellation thereof The general release will encompass all applicable federal, state, and local laws and ordinances relating to claims of illegal discrimination, intentional and unintentional torts, whistle blower rights, and all other types of claims whether known or unknown through the date of cancellation. To the extent that it is prohibited by applicable federal, state or local law, this provision will be deemed void and of no effect. G, Termination of Agreement by Resignation of County Administrator, This Agreement will be terminated upon the effective date of resignation by the Administrator. In the event that the Administrator does not give at least ninety (90) days written notice to the Boee of his effective date of resignation, Administrator shall pay to the BOee an amount equal to three (3) months of prospective benefits as that term is defined elsewhere in this Agreement. This amount shall not be considered to be a penalty but shall be considered as a payment to the BOee to be used at the discretion of the Boee for the costs and expenses of hiring an interim administrator or replacement administrator. This section shall survive the termination or cancellation of this Agreement. H. Abolishment of Position of County Administrator, If the BOee takes such action as to lawfully abolish the position of County Administrator during the term of this Agreement, the abolishment of the position, for the purposes of this Agreement, shall be deemed to be a termination of this Agreement by cancellation by the BOee. 8. BASE SALARY, As partial consideration for the agreements and services to be performed by the Administrator for the benefit of the BOee and County as contained elsewhere in this Agreement, the Page 4 of 11 BOCC will pay to the Administrator, for the period commencing on November 1,2004, through September 30th, 2005, the BOCC will pay to the Administrator, as and for a base salary, the sum of ONE HUNDRED THIRTY THOUSAND DOLLARS ($130,000.00). For the period commencing on October 1, 2005, through September 30th, 2006, the BOCC will pay to the Administrator, as and for a base salary, the sum of ONE HUNDRED FORTY-TWO THOUSAND DOLLARS ($142,000.00) per annum, PROVIDED, that the Administrator has received a satisfactory written evaluation by the BOCC, with said evaluation to be completed not later than August 31,2005. For purposes of this Agreement, "per annum" will be defined as the fiscal year which commences on October 1st and ends on the following September 30th. A. The salary shall be paid in installments at the same time and in the same manner as other County employees are paid, and will be subject to all legally required deductions. Currently, payments are paid in equal biweekly installments (26 pay periods per annum). B. The County may, at its option, increase the base salary in such amounts and to such an extent as the BOCC may determine, in its sole discretion, based upon the BOCC' s evaluation of the performance of the Administrator. Such evaluation shall be in the form and manner that the BOCC deems appropriate, and shall be conducted not later than August 31 st in each calendar year. Both the BOCC and the Administrator agree that nothing in this sub-section shall be interpreted to be a promise, obligation, or duty of the BOCC to provide for any increase in base salary, and such decision shall be the sole prerogative of the BOCC, but it is agreed by and between the BOCC and the Administrator that the Administrator shall receive, commencing on October 1, 2005, and thereafter during the term of this Agreement the annual percentage increase of base salary as received by other non-union County employees C. The BOCC agrees that at no time during the term of this Agreement will the salary or other benefits provided to the Administrator be decreased once agreed upon by both parties. 9. TRANSPORTATION. The Administrator agrees that he will be responsible for providing his own motor vehicle for transportation within the limits of Monroe County that may be necessary, required, or appropriate in fulfilling his responsibilities and duties under this Agreement. In lieu of the preparation, maintenance, submission, review, approval and auditing of detailed travel expense reimbursements, and as partial consideration for Administrator's entering into this Agreement, the BOCC agrees to pay to Administrator the sum of EIGHT HUNDRED DOLLARS ($800.00) PER MONTH as and for a transportation allowance. For travel out of Monroe County by motor vehicle, Administrator will be reimbursed by the BOCC on a per trip basis at the rate allowed for under the applicable Monroe County Code provisions, with mileage calculated as if departure commenced at the MonroelDade County line and return ended at the MonroelDade County line. At its sole discretion, and upon request by Administrator, the BOCC may authorize the reimbursement of Administrator's actual expenditures where documented evidence is provided detailing the actual expenses incurred. 10. TRAVEL REIMBURSEMENT. The BOCC agrees to pay to or reimburse the Administrator for the costs of mileage, meals, other expenses and lodging incurred by the Administrator that may be necessary, required, or appropriate in fulfilling the Administrator's duties and responsibilities under this Agreement. Meals, mileage, other expenses, and lodging will be paid for or reimbursed at the rates provided for by applicable Monroe County Code provisions, and shall be consistent with the provisions of this Agreement. At its sole discretion, and upon request by the Administrator, the BOCC may authorize the reimbursement Page 5 of 11 of the Administrator's actual expenditures where documented evidence is provided detailing the actual expenses incurred. 11. FLORIDA RETIREMENT SYSTEM. The BOCC agrees that the position of County Administrator will be a position classified as, and eligible for the benefits provided under, the Senior Management Service Class, in accordance with Section 112.055, Florida Statutes. The BOCC will contribute such amounts at such times as is required by the Florida Retirement System law, and any other applicable law or statute. In the event that the Administrator's employment is terminated without cause prior to Administrator becoming vested in the Florida Retirement System, the County shall pay into the Florida Retirement System such amounts as may be required for the Administrator to achieve vesting equal to six years in the Florida Retirement System. 12. PROFESSIONAL MEMBERSHIPS. The Administrator shall, as a minimum, maintain membership in the following professional organizations and interest groups: International City/County Managers Association and Florida City/County Managers Association. All dues, occupational licenses, fees, and costs for obtaining and maintaining the memberships delineated above will be paid for by the BOCC. 13. LOCAL LIAISONS AND MEMBERSHIPS. The Administrator shall establish and maintain liaisons with his counterparts in local governmental and public agencies located within the geographical limits of Monroe County, and with such agencies of the State of Florida and the federal government as may be appropriate and desirable. Any reasonable costs, fees, charges, or other expenses incurred in establishing and maintaining these liaisons shall be reimbursed or paid for by the BOCC. Additionally, the Administrator is authorized to become a member of civic clubs or organizations deemed to be appropriate by Administrator, and the costs of membership shall be paid for by the BOCC; provided, however, that the costs of membership and participation in such civic organizations shall not exceed ONE THOUSAND DOLLARS ($1,000.00) each fiscal year. 14. OFFICE SPACE; OFFICE STAFF; AND SUPPORTING SERVICES. A. Office Space, The BOCC will provide office space for the Administrator at the Historic Gato Cigar Factory Building at 1100 Simonton Street, Key West, Florida, and this space will be the primary office for the Administrator. B. Staff, The BOCC will provide sufficient qualified and trained staff to assist the Administrator in efficiently, productively, and professionally meeting the mission, goals and objectives of the office ofthe County Administrator and the duties of Administrator, C. Supporting Services. The BOCC will provide suitable utilities, telephone service, computer hardware and software, electronic research and e-mail services, world wide web and internet access, books and subscriptions, periodicals, office supplies, photocopy equipment, county web-page presence and server access and storage space, postage, office equipment and furniture, an other similar materials, equipment and services as may be necessary for the proper, productive, and efficient operation of the County Administrator's office. 15. ANNUAL LEAVE; SICK LEAVE; PERSONAL LEAVE; TRANSFER OF LEAVE, Page 6 of 11 A. The Administrator will earn and be credited with annual leave at a rate per month equal to the highest rate earned by any other employee or officer of the BOCC. The Administrator may accumulate annual leave without limit and no unused annual leave shall be forfeited due to nonuse, any provisions of the Personnel Policies and Procedures Manual to the contrary notwithstanding; however, the Administrator and BOCC agree that the Administrator must take ten (10) days of annual leave during each fiscal year, with at least five days being consecutive. B. The Administrator will earn and be credited with sick leave at a rate per month equal to the highest rate earned by any other employee or officer of the BOCC. The Administrator may accumulate sick leave without limit and no unused sick leave shall be forfeited due to nonuse, any provisions of the Personnel Policies and Procedures Manual to the contrary notwithstanding. Additionally, the Administrator shall have the option of joining and receiving the benefits of the Monroe County Sick Leave Pool in accordance with the policies and procedures that are applicable and in effect. C. The Administrator will be credited with five (5) days of paid personal leave each year, commencing October I, 2004. Such leave will be credited on October 1 st of each fiscal year thereafter, and may be accumulated without limit. Such leave may be used by the Administrator as his discretion after considering the best interests of the County. Additionally, the BOCC and the Administrator agree that, due to the nature of the Administrator's duties and the requirements of the position of County Administrator, interference with the Administrator's family life is to be expected and it is recognized that the Administrator may from time to time absent himself during normal business hours for personal or family time; provided, however, that the Administrator remains reasonably available to BOCC members and key County staff by telephone or other electronic means. Such personal time or family time will not be considered nor debited against vacation time. 16. PARTICIPATION IN EDUCATIONAL AND COUNTY-RELATED EVENTS, The BOCC agrees to budget for and to pay the costs incurred by the Administrator in attending seminars, continuing education courses, BOCC and County-related events and out-of-county meetings as may be necessary or appropriate to the Administrator's duties and responsibilities under this Agreement. 17. EMPLOYMENT BENEFITS. A, Cell Phone; Laptop Computer. The BOCC agrees to provide a cell phone of its choice with a carrier of its choice to the Administrator, and shall provide a laptop computer of its choice to Administrator. The costs of acquisition, use, upgrade, and other expenses related to the supplying and use of the cell phone and laptop computer shall be paid for by the BOCC. B, Health, Medical, Dental, Vision, and Related Benefits. The BOCC agrees to make available to the Administrator all health, medical, dental, vision, and related benefits as it currently offers to other non-union County employees, under the same terms and conditions as offered to other non-union County employees, and as may be changed, amended, deleted, or added to from time to time. The BOCC shall pay the premiums required for single coverage for the Administrator, and the Administrator shall be responsible for the premiums required for dependent coverage. Page 7 of 11 C. Holiday Benefits, The Administrator will receive the same paid holidays as the County's non- union employees receive. D. Other Customary Benefits. The Administrator shall have the right to participate in and receive the benefits of other employment-related benefits as are available to other non-union County employees. E, One-time Relocation Expense. As and for partial consideration for this Agreement, the County agrees to pay to the Administrator a one-time, lump sum payment of EIGHT THOUSAND DOLLARS ($8,000.00) to partially offset the Administrator's expenses associated with moving from Palm Beach County to Monroe County. This payment will be made during the month of October, 2004. F, Bonds. The BOCC will obtain a fidelity bond and any other applicable bonds covering the Administrator while employed during the term of this Agreement, and the costs and expense of obtaining and maintaining such bonds shall be paid for by the BOCC. G. Indemnification. The BOCC will defend, hold harmless, and indemnify Administrator, to the extent permitted by Florida law, from any claim, action, or legal proceedings initiated or brought against Administrator arising out of or in connection with an alleged act or omission by the Administrator occurring during the performance, and within the scope, of Administrator's official duties. H. Disability, In the event that Administrator has been unable to perform his duties for a period of twenty-four (24) calendar weeks due to a serious or catastrophic health condition, and further provided that Administrator has exhausted all personal leave hours, annual leave hours, sick leave hours, sick leave pool hours to which he is entitled, worker's compensation benefits to which he is entitled, and Family and Medical Leave Act benefits; then and in that event Administrator shall be entitled to receive the benefits provided for in Paragraph 7, Section H, above, as if this Agreement was cancelled by the BOCC. I. Term Insurance. During the term of this Agreement, the BOCC shall maintain in full force and effect, and shall pay all charges and premiums related to, a policy or policies of term life insurance in a total aggregate amount of THREE HUNDRED THOUSAND DOLLARS ($300,000.00), whereby the Administrator is the insured and the beneficiary is Administrator's spouse. J, Educational Reimbursement. 18, INDEMNIFICATION AND COOPERATION, A. Indemnification, The BOCC agrees to defend, hold harmless, and indemnify the Administrator against any tort, professional liability, or other legal demand, claim, or action which is related directly or indirectly to the Administrator's action in his capacity as County Administrator. B. Cooperation, In the event of actual or threatened litigation and/or administrative proceedings involved the BOCC or the County which arises out of an action or actions which occurred or are alleged to have occurred while the Administrator was acting in the capacity of County Administrator, the Administrator will cooperate with the BOCC and its counsel in defending and resolving the litigation or proceeding. In such regard, the BOCC agrees to pay the Administrator's reasonable travel and subsistence Page 8 of 11 expenses incurred in cooperating with the BOCC and its counsel, including preparation for and actual discovery, settlement, and trial and hearing of such matters. 1. The Administrator agrees that, unless required by law, he will not cooperate with or assist any party, person, or entity who has, had, or may have, or asserts that he, she or it has or may have any claim of any nature against the BOCC or the County, its agents, officers, or employees, unless the BOCC or its authorized agent expressly consents in writing to waive this provision of this Agreement. 2. The Administrator will not disclose to any person, party, or entity any confidential, proprietary, time-sensitive, or non-public information relating to the BOCC, the County, and its operations unless required by law to do so. 3. The restrictions, prohibitions, and conditions set forth in Section I8.B.I and .2 will not be applicable in instances where one or more governmental entities with jurisdiction over a claim or a violation of law are involved. 19, GOVERNING LAW; ATTORNEY'S FEES AND COSTS; VENUE, This Agreement is made in the State of Florida and will be governed by Florida law. This is the entire agreement between the BOCC and the Administrator and may not be modified or amended except by a written document signed by the party against whom the enforcement is sought. This Agreement may be signed in more than one counterpart, in which case each counterpart will constitute and original of this Agreement. Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this Agreement. Wherever used herein, the singular will include the plural, the plural will include the singular, and pronouns will be read as masculine, feminine, or neuter as the context requires. The prevailing party in any litigation, arbitration, or mediation relating to this Agreement will be entitled to recover its reasonable expenses and attorneys' fees from the other party for all matters, including but not limited to, appeals. Monroe County, Florida will be the proper venue for any litigation involving this Agreement. 20, PERFORMANCE EV ALUA TION. The BOCC and Administrator shall annually define goals, performance objectives, relative priorities, and time lines for performance which the BOCC and Administrator mutually agree are minimally necessary for the proper operation of county government and achievement of the BOCC's policy objectives. The mutual agreement shall be memorialized by a Resolution or Resolutions of the BOCC, and the Resolution or Resolutions shall become the basis for review and evaluation of the Administrator's work performance. A review and performance evaluation of the Administrator shall be conducted at least once during each fiscal year, and more often as the BOCC may deem appropriate. During the first ninety (90) days of this Agreement, the BOCC and Administrator shall mutually agree upon the format and form of the evaluation instrument to be used for the purposes stated in this section. 21, OTHER TERMS AND CONDITIONS. A. If any provision, term, or portion of this Agreement shall be held to be unconstitutional, illegal, invalid, or enforceable by a court of competent jurisdiction, the remaining terms, conditions, and portions shall remain in full force and effect as if originally agreed to without the term, condition, or portion that has Page 9 of 11 been determined to be unconstitutional, illegal, invalid or unenforceable. B. The waiver by either the BOCC of the Administrator of a breach or violation of any term or provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach or violation by the other party. C. This Agreement shall be binding upon and shall inure to the benefit of the heirs or estate of the Administrator. D. Should the Administrator die during the term of this Agreement, the obligations of the BOCC under this Agreement shall immediately terminate except for payment of accrued and unused leave balances to the Administrator's designated beneficiaries of his estate; payment of all outstanding hospitalization, medical, dental, and vision bills in accordance with the County's plans, policies, and procedures; and payment of all life insurance benefits in accordance with the terms of the County's insurance policies or plans. E. The BOCC and Administrator acknowledge that each has shared equally in the drafting and preparation of this Agreement and, accordingly, no court or administrative hearing officer shall construe any provision of this Agreement more strictly against one party over the other party, and every term, condition, covenant, and provision of this Agreement shall be construed simply according to its fair meanmg. F. This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, and/or understandings applicable to the matters contained herein. It is further agreed that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained herein, and no deviation from the terms hereof shall be predicated upon any prior representations, offers, promises, inducements, or agreements, whether oral or written, and by whomever made. The text herein constitutes the entire agreement between the BOCC and the Administrator, and this agreement cannot be amended except by a written document mutually agreed to and executed with the same formalities as this Agreement. G. The rights and obligations of this Agreement are personal to the Administrator and cannot be assigned, transferred, or otherwise impaired by the Administrator. (Rest of Page is Blank.) Page 10 of 11 ~'a Q~~ Witness As To THOMAS 1. WILLI ~ at Key West, Monroe County, Florida, this ~ 1:..1, day of BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA BY~ ~~ , Mayor/Chairper n COUNTY ADMINIS ---;L, ' c;/7t/OY ~ c::::> :z: c::::> c c' .s;- r :z: - 0 f11 :0 - ("") CJ C -I rr: , '1 ("':I 0'\ C) c :::0 c: :;t) :z: "'0 -Ie;" ::r: ~-, , :< :-1 ~',~ ,~'"""" .., G~ - .. r- J'T1 .- .. ,.. 0'\ c.:, Att~~-9 ~ Jv ~~. <qoLIL CIlL ~ 9/ot/. " Page 11 of 11