2012-10 Village Manager Agreement RESOLUTION 2012-10
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, APPROVING AN AGREEMENT WITH
JAMES W. KNIGHT, JR. TO SERVE AS VILLAGE MANAGER ON AN
INTERIM VOLUNTEER BASIS AND AUTHORIZING THE MAYOR AND
VILLAGE CLERK TO EXECUTE THE AGREEMENT ON BEHALF OF THE
VILLAGE; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, on January 12, 2012, the Village Council voted to terminate its prior Consulting
Agreement with James W. Knight, Jr. ("Knight") and appoint him to serve as Village Manager
on an interim volunteer basis effective January 17, 2012; and
WHEREAS, the Village and Knight have agreed to the terms and conditions under which.Knight
will serve as Village Manager on an interim volunteer basis, and the Village Council determines
that the approval and execution of an agreement with Knight is in the best interests of residents
and citizens of the Village of North Palm Beach.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM
BEACH, FLORIDA as follows:
Section 1. The foregoing recitals are ratified and incorporated herein.
Section 2. The Village Council hereby approves the Agreement between the Village and
James W. Knight, Jr., a copy of which is attached hereto and incorporated herein, and authorizes
the Mayor and Village Clerk to execute the Agreement on behalf of the Village.
Section 3. All resolutions, including, but not limited to, Resolution No. 2011-30, in conflict
herewith are hereby repealed.
Section 4. This Resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED THIS 26th DAY OF JANUARY, 2012.
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VILLAGE CLERK
AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into this d' day of
January, 2012, by and between the Village of North Palm Beach, Florida, a Florida
municipal corporation ("Village") and James W. Knight, Jr. ("Knight"").
WITNESSETH:
WHEREAS, pursuant to Article IV, Section 3 of the Village Charter, in the event
of a vacancy in the office of Village Manager, the Village Council may designate any
competent person, with the exception of the Mayor or a member of the Council, to
execute the functions of the office of Village Manager; and
WHEREAS, the Village, through its Village Council, wishes to appoint Knight as
Village Manager on an interim basis; and
WHEREAS, Knight has agreed to serve as Village Manager as a volunteer
without compensation or benefits pursuant to the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth herein,
and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
Section 1. Recitals.
The foregoing recitals are hereby ratified by the parties as true and correct and
are incorporated herein.
Section 2. Appointment.
In accordance with Article IV, Section 3 of the Village Charter, the Village
designates Knight to serve as Village Manager on an interim volunteer basis
commencing January 17, 2012.
Section 3. Duties and Responsibilities.
Knight shall exercise all powers and perform all duties and functions of the
Village Manager as set forth in the Village Charter, the Village Code of Ordinances,
Village Resolutions, and Village Policies and Procedures, as may be amended from
time to time. Knight shall also perform any other duties or functions assigned by the
Village Council.
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Section 4. Voluntary Service.
Knight agrees to serve as the Village Manager as a volunteer and this
Agreement shall not create an employment relationship between the Village and Knight.
Knight shall neither receive compensation for his services nor be eligible for any
benefits conferred upon Village employees by virtue of their employment by the Village.
Section 5. Term of Agreement.
This Agreement shall be effective retroactive to January 17, 2012 and shall
continue for a term of ninety (90) days, unless extended by mutual agreement of the
parties or terminated earlier pursuant to Section 6 below.
Section 6. Termination.
A. The Village Council may terminate this Agreement at any time, for any or
no reason.
B. Knight may terminate this Agreement at any time, for any or no reason, by
providing written notice to the Mayor at least five (5) business days prior to the effective
date of such termination.
C. Notwithstanding the foregoing, this Agreement shall automatically
terminate upon the Village Council's appointment of a Village Manager for an indefinite
term in accordance with Article IV, Section 2(a) of the Village Charter.
Section 7. Residency.
Knight shall not be required to reside within the Village limits while serving as
Village Manager on an interim volunteer basis pursuant to this Agreement.
Section 8. Mileage Reimbursement.
The Village shall reimburse Knight for mileage incurred for travel to and from his
home for each working day as well as any work related travel at the standard business
rate established by the United States Internal Revenue Service. Such reimbursement
shall be paid to Knight at regularly scheduled intervals, which shall be at least monthly.
The payment of such reasonable expenses shall not alter Knight's volunteer status.
Section 9. Return of Property.
Upon termination of this Agreement, Knight shall immediately return all Village
property in his possession or control to the Village Clerk.
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Section 10. Termination of Consulting Agreement.
The parties hereby agree and acknowledge that the Consulting Agreement
between Knight and the Village dated July 14, 2011 is hereby terminated as of the
effective date of this Agreement and shall be of no further force and effect.
Section 11. Indemnification.
A. While serving as Village Manager on a volunteer interim basis, Knight
shall be considered an agent of the Village for the purposes of Section 768.28, Florida
Statutes, as amended.
B. The Village shall defend, save harmless, and indemnify Knight against any
action for any injury or damage suffered as a result of any act, event, or omission of
action that Knight reasonably believes to be in the scope of his duties or functions,
unless he acted in bad faith or with malicious purpose or in a manner exhibiting willful
and wanton disregard of human rights, safety or property. The Village will compromise
and settle any such claim or suit and pay the amount of any settlement or judgment
rendered thereon. The Village shall not be liable for any acts or omissions of Knight
committed while acting outside the course and scope of his agreed duties or committed
in bad faith or with malicious purpose or in a manner exhibiting wanton and willful
disregard of human rights, safety or property. In such instance, Knight shall reimburse
the Village for any legal fees and expenses the Village has incurred or otherwise paid,
for or on his behalf, in connection with the alleged conduct.
C. Said indemnification shall extend beyond the termination of this
Agreement to provide protection for any such acts undertaken or committed while
Knight is serving as Village Manager on an interim basis, regardless of whether the
notice of claim or filing of a lawsuit occurs during or following the period of time Knight
provides volunteer services to the Village.
Section 12. General Provisions.
A. Entire Agreement
The provisions of this Agreement constitute the entire understanding between the
parties. No other representations or understandings are binding on the Village and
Knight unless contained in this or any subsequently adopted agreement.
B. Governing Law and Venue
This Agreement shall be construed and governed by the laws of the State of
Florida. The parties agree that venue of any proceedings arising out of this Agreement
shall lie exclusively in Palm Beach County, Florida.
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C. Construction of Agreement
The parties acknowledge that each shared equally in the drafting and preparation
of this Agreement and, accordingly, no court or administrative officer construing this
Agreement shall construe it more strictly against one party than the other and every
covenant, term and provision shall be construed according to its plain meaning.
D. Attorney's Fees
In any litigation between the parties regarding the enforcement or interpretation
of this Agreement, the prevailing party to such litigation shall be entitled to recovery
from the non-prevailing party reasonable attorney's fees and all costs of litigation
(whether or not taxable) at both the trial and appellate levels.
E. Severability
If any part of this Agreement is contrary to, prohibited by or deemed invalid under
applicable law or regulation, such provision shall be inapplicable and deemed omitted to
the extent so contrary, prohibited or invalid, but the remainder shall not be invalidated
and shall be given full force and effect so far as possible.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
set forth above.
VILLA E:
By: L/ 111
Darryl i• •rey, ayor
Attest:
Village Clerk
Witnessed by:
A L�41.4 .111!
m� . Knig Jr.
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