willis holcombe draft contract with fscj

7/30/2019 Willis Holcombe draft contract with FSCJ

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CONTRACT OF EMPLOYMENT

BETWEEN

DISTRICT BOARD OF TRUSTEES OF

FLORIDA STATE COLLEGE AT JACKSONVILLEAND

DR. WILLIS N. HOLCOMBE

THIS CONTRACT is entered into between the DISTRICT BOARD OF TRUSTEES OF

FLORIDA STATE COLLEGE AT JACKSONVILLE, (hereinafter called the Board), and DR.

WILLIS N. HOLCOMBE, (hereinafter Holcombe or the Interim College President).

IN CONSIDERATION of the mutual agreements, covenants, terms and conditions herein

contained, the parties hereto agree as follows:

1. Term of Employment. The Board agrees to employ Holcombe and Holcombeagrees to accept and perform the position of Interim College President at Florida State College at

Jacksonville (the College) for the term from January 21, 2013 until released by the Board (the

Term). Pursuant to F.A.C. 6A-14.041(3) neither Holcombe nor the Board owes any further

contractual obligation beyond the terms of the Contract.

2. Duties. Holcombe shall be vested with and exercise the authority, power andduties provided in Florida Statutes 1001.65 and F.A.C. 6A-14.0261, or as authorized by the

Board, and, within Holcombes reasonable discretion, activities necessary to advance the

interests of the College. Specifically, Holcombe agrees to devote his full working time and

attention to the duties and responsibilities assigned to him by the Board, including but not limited

to the administration and implementation of policies, procedures and directives related to the

continuing establishment, operations, maintenance and improvement of the College.

a.

Outside Activities. During the Term, Holcombe may engage in outsideactivities such as serving on for-profit and non-profit boards of directors, delivering

speeches, writing and consulting services, if these outside activities do not interfere with

the performance of his obligations under this Contract. These Outside Activities may

include the activities listed on Exhibit A attached hereto.


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3. Compensation. The Board shall pay Holcombe for services rendered as follows:a. Annual Salary. For the period January 21, 2013 through the date released

by the Board, an annual salary of TWO HUNDRED SEVENTY THOUSAND AND

no/100 DOLLARS ($270,000.00) payable in semi-monthly installments of Eleven

Thousand Two Hundred Fifty Dollars and no/100 ($11,250.00), minus required

deductions and withholdings.

b. Insurance and Leave Benefits. Dr. Holcombe is eligible for SeniorManagement Class benefits as defined in College rules and procedures and has elected to

opt out of the Colleges health benefits program and will not receive benefit days.

i.

Leave Benefits. In recognition and acknowledgement ofHolcombes executive administrative experience in higher education, and

as consistent with applicable state law and rules governing the College as

established by the Board, Holcombe shall be entitled to receive vacation

leave benefits of three (3) days per month as specified herein. Upon

termination, any vacation leave balance shall be converted to and paid as

compensation to Holcombe at the then current per diem rate pursuant to

applicable College policy. Further, Holcombe is entitled to any other form

of leave available or mandated by federal or state law, including but not

limited to the Family and Medical Leave Act.

ii. Retirement. Holcombe will re-enroll in the State ofFlorida retirement system as is required and will maintain his current

retirement.

iii. Housing. Holcombe shall also receive, as additionalcompensation, a monthly housing allowance of up to Two Thousand

Dollars ($2,000.00) payable in monthly installments.

iv. Automobile Provision. Holcombe shall also receive, asadditional compensation, a monthly auto allowance of Five Hundred

Dollars ($500.00) in lieu of reimbursement for mileage, tolls and parking.


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v. Sum of Compensation. Except as otherwise providedherein, it is further expressly understood and agreed that the terms

specified herein represent the total compensation Holcombe is due for

services performed. Holcombe may receive additional compensation from

personal investments or business interests, provided that such investments

or business interests do not materially conflict with him performing his

duties as the Interim College President. Holcombe shall receive written

approval from the Board for any investment or business interest that

exceeds 5% of the total shares of the investment or interest. This

provision shall not apply to businesses owned by Holcombes family.

4. Performance Review. Pursuant to State Board of Education Rule 6A-14.026 theBoard shall evaluate the Interim College President's performance of the duties and

responsibilities above through a mutually agreeable process. In furtherance thereof, an

evaluation shall be conducted each year by an Ad Hoc Committee of the Board as designated by

the Chair. The findings and recommendations of the committee shall be submitted in writing to

the full Board following the committee's conclusion(s). After acceptance by the Board, the

written evaluation shall be submitted to the Chancellor of the Florida College System for review.

5. Disability. The College may terminate Holcombes employment if he is unable toperform the essential functions of his position with or without reasonable accommodation during

the Term because of physical or mental injury or illness (Disability), subject to any limitations

imposed by federal, state or local laws for the College to provide a reasonable accommodation to

him, if such reasonable accommodation would not impose an undue hardship to the College and

would enable him to satisfactorily perform the essential functions of his position.

6. Death. If Holcombe dies while employed, the College shall pay to his spouse,executor, legal representative, administrator or designated beneficiary, as applicable and as a

lump sum, all amounts earned or accrued, under 3.a. above, that had not yet been paid as of the

date of his death, and all benefits accrued or earned before or upon his death in accordance with

the terms of any applicable benefit plans and programs of the College described in 3.b. Except


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as otherwise set forth above or provided in 6Hx7-3.64, the College shall have no further liability

or obligation under this Contract to Holcombes executors, legal representatives, administrators,

heirs or assigns or any other person claiming under or through his, including (but not limited to)

it will have no liability for any severance pay.

7. Determination of Disability. The Interim College President, at the expense ofthe Board, agrees upon the request of the Board at any time during the Term to submit to

examination by a qualified physician or physicians to be selected by the Interim College

President from a list consisting of not less than three names approved by the Board, and to allow

the report of this examination to be submitted to the Board with a copy being forwarded to the

Interim College President. Notwithstanding this examination, if conducted, the Board shall

comply with the terms of the Florida Civil Rights Act and/or Americans with Disabilities Act

relating to discrimination against individuals with a disability and its obligation, as an employer,

of reasonably accommodating individuals with a disability.

8. Survivorship. The respective rights and obligations of the parties under thisContract shall survive any termination of Holcombes employment to the extent necessary to the

intended preservation of such rights and obligations.

9. Notices. All notices and other communications required or permitted under thisAgreement or necessary or convenient in connection with it, shall be in writing and shall be

deemed to have been given when hand delivered or mailed by registered or certified mail, as

follows (provided that notice of change of address shall be deemed given only when received):

To the College:

Chair, District Board of TrusteesFlorida State College at Jacksonville501 West State Street

Jacksonville, FL 32202

To Dr. Holcombe:Willis N. HolcombeP. O. Box 9538Tavernier, FL 33070


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or to such other names or addresses as the College or Holcombe, as the case may be, shall

designate by notice to each other person entitled to receive notices in the manner specified in this

Section 9.

10. Entire Agreement, Amendment and Assignment. This Contract sets forth theentire understanding between the parties with respect to its subject matter, and cannot be

changed, modified, extended or terminated except upon written amendment approved by the

Board and executed on its behalf by a duly authorized member of the Board and by Holcombe.

All of the terms and provisions of this Contract shall be binding upon and inure to the benefit of

and be enforceable by the respective heirs, executors, administrators, legal representatives,

successors and assigns of the parties, except that the duties and responsibilities of Holcombe

under this Agreement are of a personal nature and shall not be assignable or delegable in whole

or in part by him.

11. No Conflicting Agreements. Holcombe represents and warrants that he is free toenter into and perform this Contract and the agreements referred to in it and that he is not a party

to any existing agreement which would prevent him from entering into and performing this

Contract.

12. Severability. If any provision of this Agreement is adjudicated to be invalid orunenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other

provision or application of this Contract which can be given effect without the invalid or

unenforceable provision or application and shall not invalidate or render unenforceable such

provision or application in any other jurisdiction. If any provision is held void, invalid or

unenforceable with respect to particular circumstances, it shall nevertheless remain in full force

and effect in all other circumstances.

13. No Waiver of Remedies. No delay or omission by a party in exercising anyright, remedy or power under this Contract or existing at law or in equity shall be construed as a

waiver by that party, and any such right, remedy or power may be exercised by such party from

time to time and as often as may be deemed expedient or necessary by such party in its sole

discretion.


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14. Beneficiaries/References. Holcombe shall be entitled, to the extent permittedunder any applicable law, to select and change a beneficiary or beneficiaries to receive any

compensation or benefit payable under this Agreement following his death by giving the College

written notice thereof. In the event of Holcombes death or a judicial determination of his

incompetence, reference in this Agreement to Holcombe shall be deemed, where appropriate, to

refer to his beneficiary or beneficiaries, estate or other legal representative, as appropriate.

15. Miscellaneous. All section headings used in this Contract are for convenienceonly. This Agreement may be executed in counterparts, each of which is an original. It shall not

be necessary in making proof of this Contract or any counterpart of it to produce or account for

any of the other counterparts.

16. Withholding. All payments under this Agreement shall be made subject toapplicable tax withholding, and the College shall withhold from any payments under this

Agreement all federal, state and local taxes as the College is required to withhold pursuant to any

law or governmental rule or regulation. Holcombe shall be solely responsible for all federal,

state and local taxes due with respect to any payment received under this Agreement.

17. Governing Law. This Contract shall be governed by and interpreted under thelaws of the State of Florida, State Board of Education Rules, and Board policies and regulations

now existing or hereafter enacted or promulgated.


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Given under our hands and seals this day of _____________, 201__, at

Jacksonville, Florida.

Attest:

_______________________________________

DISTRICT BOARD OF TRUSTEES OF

FLORIDA STATE COLLEGE ATJACKSONVILLE

By: _________________________________Chair

Attest:

_______________________________________

INTERIM COLLEGE PRESIDENT

By:Dr. Willis N. Holcombe


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EXHIBIT AOutside Activities

1. Board member of BBX Capital based in Ft. Lauderdale, Florida which meets at least onetime per month in person or by phone;

2. Annual golf tournament held in Ft. Lauderdale, Feb. 6, 7, 8, 2013.3. Nova Southeastern University Board of Trustees retreat, May 3, 4, 20134. 50th Class Reunion, Defiance High School, Ohio, September 4, 5, 6, 2013.5. Skelly Foundations annual meeting in October, 2013

willis holcombe draft contract with fscj

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