R2023-15 Village Manager Agreement_Chuck HuffRESOLUTION 2023-15
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
PALM BEACH, FLORIDA, APPOINTING CHARLES D. HUFF TO SERVE AS
VILLAGE MANAGER; APPROVING AN AGREEMENT SETTING FORTH THE
TERMS AND CONDITIONS OF HIS EMPLOYMENT AND AUTHORIZING THE
MAYOR AND VILLAGE CLERK TO EXECUTE THE AGREEMENT; PROVIDING
FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village Council wishes to employ Charles D. Huff ("Huff') to serve as Village Manager
in accordance with Article IV of the Village of North Palm Beach Charter; and
WHEREAS, the Village, through its Village Council, desires to provide for certain benefits and
compensation for the Village Manager and to establish the terms and conditions of Huff's employment
in an Employment Agreement; and
WHEREAS, due to his unique knowledge of multiple aspects of Village operations and his past
performance as Interim Village Manager, the Village Council wishes to waive the education
requirements set forth in the Village Manager job description; and
WHEREAS, the Village Council determines that the appointment of Huff as Village Manager and the
approval of the Employment Agreement are in the best interests of the residents and property owners 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 formally appoints Charles D. Huff to serves as Village
Manager. The Village Council approves an Employment Agreement between the Village and Huff, 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 All resolutions or parts of resolutions in conflict with this Resolution are hereby repealed
to the extent of such conflict.
Section 4. This Resolution shall take effect immediately upon adoption.
POPTED THIS 9"' DAY OF FEBRUARY, 2023.
o`` '..••.. �l
4v.
• .�
�Illa�ACt- I/
R
A �r
LADE CLERK
Page 1 of 8
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into this
9th day of February, 2023, by and between the Village of North Palm Beach, Florida, a
Florida municipal corporation (“Village”) and Charles D. Huff (“Huff” or “Village Manager”).
W I T N E S S E T H:
WHEREAS, the Village desires to employ the services of Huff to serve as Village
Manager of the Village of North Palm Beach in accordance with Article IV of the Village
Charter; and
WHEREAS, the Village, through its Village Council, desires to provide for certain
benefits and compensation for the Village Manager and to establish the terms and
conditions of his employment; and
WHEREAS, Huff desires to accept employment as Village Manager under the
terms and conditions set forth herein.
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.
The Village hereby appoints Huff to serve as Village Manager in accordance with
Article IV, Section 2 of the Village Charter effective upon execution of this Agreement by
both parties, which shall serve as his Employment Date for the purposes of this
Agreement. Huff shall serve for an indefinite term, subject to the terms and conditions
set forth in this Agreement.
Section 3. Duties and Responsibilities.
A. The Village Council shall establish all Village policies, and the Village
Manager shall be responsible for implementing such policies.
B. Huff shall perform the 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, and shall perform
such other duties and functions as the Village Council may assign. Such duties shall
specifically include applying for any state beverage licenses necessary for food and
beverage operations at the North Palm Beach Country Club.
DocuSign Envelope ID: A8A4759C-09F1-41E9-9615-DB0622845473
Page 2 of 8
C. The Village Manager shall remain in the exclusive employ of the Village and
shall devote all such time, attention, knowledge and skills necessary to faithfully perform
his duties under this Agreement. The Village Manager shall devote a minimum of forty
40) hours per week in the performance of his duties.
D. The Village Manager shall appoint, and when he deems it necessary for the
good of the Village, suspend or remove all Village employees and appointive
administrative officers provided for by or under the Village Charter, except as otherwise
provided by law, the Village Code of Ordinances or adopted personnel rules and
regulations.
Section 4. Salary and Compensation.
A. As of the effective date of this Agreement, the Village agrees to pay to the
Village Manager a base annual salary of $190,000.00, payable in installments at the same
time as other Village employees are paid, for performance pursuant to this Agreement.
B. The Village Council shall review and evaluate the Village Manager’s
performance on an annual basis on the anniversary of his Employment Date and shall
consider appropriate adjustments, if any, to the Village Manager’s base annual salary and
benefits.
C. Notwithstanding the foregoing, the Village Manager’s salary shall not
exceed the maximum of any salary range established by the Village Council and adopted
as part of the Village’s annual Comprehensive Pay Plan.
Section 5. Performance Review.
A. The Council shall annually review and evaluate the performance of the
Village Manager. The review and evaluation shall be in accordance with specific written
criteria developed by the Village Council in conjunction with the Village Manager. The
Village Council shall provide the Village Manager with an adequate opportunity to discuss
the evaluation with the Council, either individually or as a body.
B. The failure of the Village Council to conduct an evaluation or adopt the goals
and objectives referenced herein shall not be considered a breach of this Agreement.
Section 6. Removal of the Village Manager.
A. Generally. The Village Manager shall serve at the pleasure of the Village
Council and a majority of the members of the Village Council may terminate this
Agreement and the Village Manager’s employment with the Village at any time, subject
to the provisions of this Section.
B. Termination without just cause. Should a majority of the members of the
Village Council vote to terminate the services of the Village Manager during the term of
this Agreement without just cause (as further defined in Section 6.C below), the Village
shall:
DocuSign Envelope ID: A8A4759C-09F1-41E9-9615-DB0622845473
Page 3 of 8
1. Within ten (10) business days following such vote, pay to the Village
Manager all accumulated vacation and sick time in accordance with Village
policies and procedures and the terms of this Agreement and all accrued
and unpaid salary through the date of termination; and
2. Within thirty (30) calendar days following such vote, pay to the Village
Manager a lump sum severance pay equal to twenty (20) weeks of his base
annual salary as full and complete payment and satisfaction of any claims
of the Village Manger of whatsoever nature arising out of this Agreement.
As consideration for such payment, the Village Manager shall, prior to
receipt thereof, execute and deliver to the Village a general release of the
Village, and its officers, agents and employees for all acts and actions from
the beginning of time until the date of the release, said release to be
prepared by the Village Attorney.
C. Termination with just cause. Should the Village Council terminate the
services of the Village Manager for “just cause,” the Village shall have no obligation to
make the payments authorized in Section 6.B above, with the exception of accrued and
unpaid salary through the date of termination. For purposes of this Agreement, “just
cause” includes the following:
1. Failure to follow the directives or requirements established by the Village
Council, including the directives and requirements set forth in this
Agreement;
2. Conviction or a plea of guilty or nolo contendere to a misdemeanor or felony
crime, whether or not adjudication is withheld;
3. Neglect of duty, unwillingness or inability to properly discharge the
responsibilities of office;
4. Violation of any substantive Village policy, rule or regulation, which could
subject any other Village employee to termination;
5. The commission of any fraudulent act against the interest of the Village;
6. The commission of any act which involves moral turpitude, or which causes
the Village disrepute;
7. Violation of the International City/County Management Association Code of
Ethics, the State Code of Ethics for Public Officers and Employees, or the
Palm Beach County Ethics Code;
8. Failure to qualify for the bond required for the office of Village Manager; and
9. Failure to qualify for the state beverage licenses necessary for food and
beverage operations at the Village of North Palm Beach Country Club.
DocuSign Envelope ID: A8A4759C-09F1-41E9-9615-DB0622845473
Page 4 of 8
Section 7. Benefits.
A. Vacation and Sick Time
The Village Manager shall continue to accrue vacation and sick leave at the rate
and limitation of Village employees having more than ten (10) years of service (up to
twenty (20) days or one hundred and sixty (160) hours of vacation leave and twelve (12)
days or ninety-six (96) hours of sick leave annually). The Village Manager may be
reimbursed for unused vacation leave and sick leave as set forth in the Village’s
Personnel Rules and Regulations. In the event the Village Manager resigns or is
terminated without cause, he shall receive payment equal to one hundred percent (100%)
of the accrued and unused days of vacation leave accrued during the two-year period
prior to such resignation or termination as set forth in those Regulations. In the event the
Village Manager resigns or is terminated without cause, he shall receive payment for
unused sick leave equal to fifty percent (50%) of his unused accrued sick leave, not to
exceed two hundred and forty (240) hours, as set forth in those Regulations. While the
Village Manager may seek reimbursement for unused vacation and sick leave in the same
manner as other Village employees during the course of his employment, he shall receive
no reimbursement for unused vacation time or sick time in the event he is terminated for
cause.
B. Holidays
The Village Manager is entitled to the same paid holidays as Village employees.
C. Health Insurance Coverage
The Village agrees to provide the Village Manager with inclusion in its health,
dental and vision insurance programs at the same cost and in the same manner as
provided to other Village employees. The Village further agrees to provide the Village
Manager with family coverage (spouse and eligible dependents) at no additional cost.
D. Life Insurance
The Village agrees to provide the Village Manager with term life insurance
coverage in an amount equal to twice his annual salary for the benefit of his family.
E. Retirement
The Village shall contribute an amount equal to fifteen percent (15%) of the Village
Manager’s base annual salary into an established 401 retirement plan, which shall
provide for immediate vesting. The Village Manager shall be required to provide a
contribution of at least three percent (3%) but no more than ten percent (10%) of his base
annual salary.
DocuSign Envelope ID: A8A4759C-09F1-41E9-9615-DB0622845473
Page 5 of 8
F. Automobile Allowance and Communications Equipment
The Village Manager is required to be on-call for twenty-four (24) hour service. In
recognition thereof:
1. The Village shall pay to the Village Manager an automobile allowance of
700.00 per month for the purpose of reimbursing the Village Manager for
his automobile expenses while conducting Village business. Unless
otherwise required by law, the Manager shall not be required to supply any
receipts or other documentation in order to receive this allowance.
2. The Village shall pay to Manager a cell phone allowance of $100.00 per
month to compensate him for the business use of his personal cell phone
or to obtain an additional cell phone for business use.
Section 8. Professional Development, Outside Activities and Community
Involvement.
A. The Village agrees to pay reasonable and customary travel and subsistence
expenses for the Village Manager’s travel and attendance at business related
conferences and seminars, subject to budget availability.
B. With prior approval of the Village Council, the Village Manager is permitted
to engage in additional professional activities, such as teaching and consulting, separate
and apart from Village matters, provided said activities do not conflict with or interfere with
the performance of the Village Manager’s duties and responsibilities.
C. The Village recognizes the desirability of representation in and before local
civic organizations and encourages the Village Manager to participate in these
organizations to foster a continuing awareness of the Village’s activities as well as the
community’s attitudes and ideas.
Section 9. Residency.
Pursuant to Section 2-115 of the Village Code of Ordinances, the Village Council
waives the residency requirement, provided, however, that such waiver is subject to
revocation as set forth therein.
Section 10. Voluntary Resignation.
In the event the Village Manager voluntarily resigns his position with the Village,
the Manager shall provide the Village Council with at least sixty (60) days’ advance written
notice of such resignation. Upon receipt of such written notice, the Council may require
the Manager to terminate his employment at any date earlier than that set forth in the
notice. Upon such resignation, the Village shall pay to the Village Manager accumulated
vacation leave and sick leave in accordance with Section 7.A above and shall pay all
accrued and unpaid salary through the date of termination.
DocuSign Envelope ID: A8A4759C-09F1-41E9-9615-DB0622845473
Page 6 of 8
Section 11. Return of Property.
Upon termination of the Village Manager’s employment with the Village, the Village
Manger shall immediately return all Village property including, but not limited to, keys,
vehicles, documents and other Village property in the possession or control of the Village
Manager.
Section 12. Additional Terms and Conditions.
The Village shall fix any other terms and conditions of employment it may
determine from time to time to be necessary and in the Village’s best interest relating to
the performance of the Village Manager, provided that such terms and conditions are not
inconsistent with the provisions of this Agreement, Florida Statutes, or any other law and
are agreed to in writing by the Village Manager.
Section 13. 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 the
Village Manager unless contained in this or any subsequently adopted agreement.
B. Death of Manager
Upon the Village Manager’s death, the Village’s obligations under this Agreement
shall terminate, with the exception of:
1. Transfer of ownership of any retirement funds to his designated beneficiary
or beneficiaries;
2. Payment of all accrued and unpaid salary and accrued vacation and sick
time in accordance with the policies applicable to Village employees;
3. Payment of all outstanding medical or dental bills in accordance with the
Village’s insurance policies or plans; and
4. Payment of all life insurance benefits.
C. Governing Law, Venue and Remedies
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. The parties knowingly, voluntarily and
intentionally waive any right they may have to trial by jury with respect to any litigation
arising out of or in connection with this Agreement.
DocuSign Envelope ID: A8A4759C-09F1-41E9-9615-DB0622845473
Page 7 of 8
D. 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.
E. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall
be deemed as original, but all of which shall constitute the same instrument.
F. Indemnification
1. The Village shall defend, save harmless, and indemnify the Village Manager
against any action for any injury or damage suffered as a result of any act,
event, or omission of action that the Village Manager reasonably believes
to be in the scope of his duties or function, 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 the Village Manager 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, the Village Manager 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.
2. Said indemnification shall extend beyond the termination of employment
and the expiration of this Agreement to provide protection for any such acts
undertaken or committed in Huff’s capacity as Village Manager, regardless
of whether the notice of claim or filing of a lawsuit occurs during or following
his employment with the Village.
G. 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.
H. 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
DocuSign Envelope ID: A8A4759C-09F1-41E9-9615-DB0622845473
Page 8 of 8
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.
I. Effective Date
This Agreement shall become effective upon execution by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
set forth above.
VILLAGE:
Village of North Palm Beach, Florida
By:
Deborah Searcy, Mayor
Attest:
Jessica Green, MMC
Village Clerk
Approved as to form and
legal sufficiency:
Leonard G. Rubin
Village Attorney
Witnessed by: VILLAGE MANAGER:
Print Name: Charles D. Huff
Print Name:
DocuSign Envelope ID: A8A4759C-09F1-41E9-9615-DB0622845473
Samia Janjua
Philippa Davis