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2011-25 Village Manager Appointment & AgreementRESOLUTION 2011-25 • A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, APPOINTING JAMES S. TITCOMB TO SERVE AS VILLAGE MANAGER AND APPROVING AN AGREEMENT SETTING FORTH THE TERMS AND CONDITIONS OF HIS 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 James S. Titcomb ("Titcomb") 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 Titcomb's employment; and WHEREAS, the Village Council determines that the appointment of Titcomb and the approval of the Agreement are in the best interests of the 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 an Employment Agreement between the Village and James S. Titcomb, 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. The Village Council hereby formally appoints Titcomb to serves as Village Manager as of the date set forth in the Agreement. Section 3. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 9th DAY OF JUNE, 2011. (Village Seal) -,> , ATTEST: • ~ ~~~~~~ , ~ , ~i~ VILLAGE CLERK MAYOR EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into this 1~ day of June, 2011, by and between the Village of North Palm Beach, Florida, a Florida municipal corporation ("Village") and James S. Titcomb ("Titcomb" or "Village Manager"). WITNESSETH: WHEREAS, the Village desires to employ the services of Titcomb 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, Titcomb 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 Titcomb to serve as Village Manager in accordance with Article IV, Section 2 of the Village Charter, commencing on July 18, 2011 ("Employment Date"). Titcomb 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. Titcomb 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 Page 1 of 9 shall specifically include applying for any state beverage licenses necessary for food and beverage operations at the North Palm Beach Country Club. 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. 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 $135,000.00, 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. The Village Council shall review and evaluate the Village Manager's performance on an annual basis and shall consider appropriate adjustments to the Village Manager's base annual salary and benefits, provided, however, that the Village Council shall not be required to increase such salary and benefits. D. 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. 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 Council's policy objectives; and (3) the professional development of 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 Council shall further adopt and establish a relative priority among the goal and performance objectives. The goal and performance objectives shall be Page 2 of 9 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. 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 at end of second year. Notwithstanding any other provision of this Agreement, a majority of the members of the Village Council shall have the absolute right to terminate this Agreement for any or no reason effective two years from the Village Manager's Employment Date by providing the Village Manager with written notice of its intent to terminate at least sixty (60) days prior to the expiration of the two year period. In the event the Village Council terminates this Agreement pursuant to this Section 6.B and provides the required notice, the Village shall only be required to pay to the Village Manager any accrued and unpaid salary, vacation time and sick time through the date of termination. The Village and the Village Manager expressly agree and acknowledge that the Village Council's termination of this Agreement pursuant to this Section 6.B shall not constitute termination without just cause as set forth below or as otherwise defined by the Village Code of Ordinances and shall not entitle the Village Manager to any severance pay or continuation of benefits. C. Termination without just cause. With the exception of the right to terminate set forth in Section 6.B above, 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.D below), the Village shall: Within ten (10) business days following such vote, pay to the Village Manager all accumulated sick and vacation time and 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 six months 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 Page 3 of 9 from the beginning of time until the date of the release, said release to be prepared by the Village Attorney. D. 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.C 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 or unwillingness 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. 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. Page 4 of 9 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 and dental insurance programs at the same cost and in the same manner as provided to other Village employees. 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. Unless otherwise required by law, the Manager shall not be required to supply any receipts or other documentation in order to receive this allowance. G. 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%) of his base annual salary. 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. Page 5 of 9 Section 9. Residency. The Village Council waives the requirement that the Village Manager attain Village residence within one hundred twenty (120) days of his Employment Date, provided, however, that the Village Council may revoke its waiver of the residence requirement in accordance with Section 2-115 of the Village Code of Ordinances. 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 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, 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: Page 6 of 9 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 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. 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 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. Page 7 of 9 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 Titcomb'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 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 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: Mayor Approved as to form and legal sufficiency: Village Attorney Page8of9 Witnessed by: VILLAGE AGE -- .~ ~ ~ /, Print ame: E /,~1.¢ ~~ James S. Titcomb Pr t Name:"GmMy n ~ y h Page 9 of 9