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)
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ATTEST:
•
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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
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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
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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
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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.
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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.
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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:
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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.
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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
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Witnessed by: VILLAGE AGE
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Print ame: E /,~1.¢ ~~ James S. Titcomb
Pr t Name:"GmMy n ~ y h
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