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2007-052 Village Manager Employment AgreementVillage Manager Employment Agreement• RESOLUTION 2007-52 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, APPOINTING JAMES W. KNIGHT, JR. TO SERVE AS VILLAGE MANAGER AND APPROVING AN AGREEMENT SETTING FORTH THE TERMS AND CONDITIONS OF SUCH EMPLOYMENT; AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE EMPLOYMENT AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village Council wishes to employ the services of James W. Knight, Jr. ("Knight") 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 Knight's employment. NOVV, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA as follows: • Section 1. The Village Council hereby appoints James W. Knight, Jr. to serve as Village Manager and approves an Employment Agreement between the Village and Knight, a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference. Section 2. The Village Council authorizes the Mayor and Village Clerk to execute such Agreement on behalf of the Village. Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 26th DAY OF APRIL, 2007. ,~,,., ~~ (Village `Sal) ~~, 1~, '~ .*, ~, ~ ~ I t~icll~/, i,,, MAY R ~,. a ,~ ~, ATTEST: ,,, VILLAGE CLERK • ~ EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into this a~~s~day of April, 2007, by and between the Village of North Palm Beach, Florida, a Florida municipal corporation ("Village") and James W. Knight, Jr. ("Knight" or "Village Manager"). WITNESSETH: WHEREAS, the Village desires to employ the services of Knight 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, Knight 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 Knight to serve as Village Manager in accordance with Article IV, Section 2 of the Village Charter, commencing on April 26, 2007. Knight shall serve for an indefinite term, subject to the terms and conditions of 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. Knight 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. Page 1 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 Charter or adopted personnel rules. Section 4. Salary and Compensation. A. As of the effective date of this Agreement, Knight shall continue to earn his current salary as Public Safety Director, in addition to the temporary increase in monthly salary of $5,000.00 as provided in the Amended Employment Agreement dated January 25, 2007 until either: (1) a new Public Safety Director commences his or her employment with the Village; or (2) June 1, 2007, whichever occurs first. Thereafter, the Village agrees to pay to the Village Manager a base annual salary of $135,438.00, payable in installments at the same time as other Village employees are paid, for performance pursuant to this Agreement. B. The Village shall provide the Village Manager with an annual cost of living adjustment in the same amount and at the same time as may be provided to other Village employees. C. If Knight obtains a successful performance review from the Village Council as outlined in Section 5 below, the Village shall increase the Village Manager's base salary in an amount equal to five percent (5%) of his then current salary on October 1St of each year for the term of this Agreement. If Knight fails to obtain a successful performance review of the Village Council, his base salary shall not be increased pursuant to this provision. D. In addition to any salary increases, the Village may pay a bonus to the Village Manager as additional compensation in any given fiscal year to reward outstanding performance exceeding prescribed standards. The payment of any bonus is in the sole discretion of the Village, and in accordance with section 166.021(7), Florida Statutes, any such bonus payment shall not be included in the Village Manager's base rate of pay and shall not be carried forward in subsequent years. Section 5. Performance Reviews. 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. These criteria shall consist of goal and performance objectives which the Council deems necessary for: (1) the proper operation of the Village; (2) the attainment of the Page 2 of 8 Council's policy objectives; and (3) for the professional development of the Village Manager B. The Council shall further adopt and establish a relative priority among the goals and performance objectives. The goat and performance objectives shall be reasonably attainable within the time limitations specified and within the annual operating and capital budgets and appropriations provided. C. 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. The Village Manager shall serve at the pleasure of the Village Council and 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. Should the Village Council vote to terminate the services of the Village Manager without cause, the Village shall: 1. Within ten (10) business days following such vote, pay to the Village Manager all accumulated sick and vacation time and unpaid salary; and 2. Within thirty (30) calendar days following such vote, pay to the Village Manager a lump sum severance pay equal to six months of his base 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. 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. For purposes of this Agreement, "just cause" includes the following: 1. Failure to follow the directives or requirements established by the Village Council; 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 or unwillingness to properly discharge the responsibilities of office; Page 3 of 8 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 or of the State Ethics Code; and 8. Failure to qualify for the bond required for the office of Village Manager. Section 7. Benefits. A. Vacation and Sick Time The Village Manager shall accrue vacation and sick leave at the rate and limitation of Village employees having more than six (6) years of service beginning at the commencement of this Agreement. 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, at no cost to the Manager, with inclusion in its health, dental and vision care programs as provided to other Village employees. The Village agrees to pay for dependent coverage at the highest percentage of the cost paid to any other Village employee for such dependent coverage. 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. Automobile Allowance The Village shall pay the Manager an allowance of $575.00 per month for the purpose of reimbursing the Village Manager for his automobile expenses while conducting Village business. The Manager shall not be required to supply any receipts or other documentation in order to receive this allowance. Page 4 of 8 G. Retirement The Village shall contribute an amount equal to fifteen percent (15%) of the Manager's salary into an established 401 retirement plan. The plan shall provide for immediate vesting and shall be initially funded in an amount equal to what the Village would have contributed had the Village Manager's participation commenced on October 1, 2005, in an amount equal to $32,000.00. However, the Village shall recover the amounts paid by the Village into Knight's current 401 plan through the effective date of this Agreement. Section 8. Professional Development and Outside Activities 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. Section 9. Residency. The Village Manager shall maintain residence within the Village municipal limits during the term he serves as Village Manager. Section 10. Voluntary Resignation. In the event the Village Manager voluntarily resigns his position with the Village, the Manager shall provide the Village Council 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 or termination, the Village shall pay to the Village Manager any accrued and unpaid salary, vacation time and sick time in accordance with the policies applicable to Village employees. 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, vehicle, documents and other Village property in the possession or control of the Village Manager. Page5of8 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. Termination of Prior Employment Agreement. The parties hereby agree and acknowledge that the Amended Employment Agreement between Knight and the Village dated January 25, 2007 is hereby terminated as of the effective date of this Agreement and shall be of no further force and effect. Section 14. 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: Transfer of ownership of any retirement funds to his designated beneficiary or beneficiaries; 2. Payment of all 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 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. Page 6 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 Knight'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. Page7of8 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 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. Effective Date This Agreement shall become effective upon the date indicated in Section 2 above. IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth above. ,uunnn,,~~ 1 c) i l l ~.~ f ~i~~i. ~,~ ,~ ~~ a, r ~ ~4 ~1;11~1.,~ ~ ~~) a %~ ,; \ ~ ,; Attest: ~ `~ ,,~,~ Village Clerk Witnessed b/y: ~~ VILLAGE: Village o orth Palm Beac Florida By. , Mayor VILLA~(bE W. Knight, Jr. Page8of8