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2011-30 Consulting Agreement with James W. Knight, Jr.RESOLUTION 2011-30 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH • PALM BEACH, FLORIDA, APPROVING A CONSULTING AGREEMENT WITH JAMES W. KNIGHT, JR. AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE SAME; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, James W. Knight, Jr. ("Knight") resigned as Village Manager and the Village Council appointed James S. Titcomb ("Titcomb") to serve in this capacity effective July 18, 2011; and WHEREAS, the Village wishes to employ Knight as afull-time consultant through July 29, 2011 and provide the terms and conditions under which Knight may provide additional consulting services to the Village after July 29, 201 l; and WHEREAS, the Village also wishes to provide terms and conditions relating to the transfer of the alcoholic beverage license for the North Palm Beach Country Club from Knight to Titcomb; and WHEREAS, the Village Council determines that the approval and execution of a Consulting Agreement with Knight defining the scope of Knight's consulting services and outlining the terms relating to the transfer of the alcoholic beverage license 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 a Consulting Agreement with 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. All funds paid to Knight for additional consulting services performed after July 29, 2011 shall be charged to Council Contingency (Account No. A5540-49911). Section 3. All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. Section 4. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 14th DAY OF JULY, 2011. (Village Seal) • ATTEST: MAYOR GL, .- VILLAGE CLERK CONSULTING AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this ~~~ day of July, 2011, by and between the Village of North Palm Beach, Florida, a Florida municipal corporation ("~Ilage"), whose address is 501 U.S. Highway One, North Palm Beach, FL 33408 and James W. Knight, Jr. ("Knight"), whose address is 5747 N.W. 46th Drive, Coral Springs, FL 33067. WITNESSETH: WHEREAS, Knight has resigned his position as Village Manager, and the Village Council appointed James S. Titcomb ("Titcomb") as Village Manager effective July 18, 2011; and WHEREAS, the Village wishes to whereby Knight will remain an employee Titcomb in a consulting capacity; and provide for atwo-week transition period, of the Village and provide assistance to WHEREAS, Knight has agreed to perform additional consulting services to the Village after the transition period as may be requested by the Ullage Council; and WHEREAS, during the course of his duties as Village Manager, the Village Council required Knight, as Village Manager, to apply for and obtain an alcoholic beverage license for the North Palm Beach Country Club, namely, 4000P Retail Beverage License No. BEV6015256, including golf/beverage cart and tiki bar endorsements ("Beverage License"); and WHEREAS, because the State of Florida requires that the chief administrative officer of an organization apply for an alcoholic beverage license and prohibits a certified law enforcement officer from holding such a license, Knight was required to inactivate his law enforcement certification; and WHEREAS, because the transfer of the Beverage License from Knight to Titcomb will not be completed during the term of Knight's employment with the Village, the Village wishes to indemnify Knight for any liability associated with the Beverage License and to establish a timeframe for transfer of the license; and WHEREAS, the Village and .Knight wish to formalize the circumstances and conditions under which Knight will provide consulting services to the Village and the Village will provide for the transfer of the Beverage License from Knight to Titcomb. .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: Page 1 of 5 Section 1. Recitals. The foregoing recitals are hereby ratified by the parties as true and correct and are incorporated herein. Section 2. Transition Period. A. Knight's tenure as Village Manager shall expire at midnight on July 17, 2011. B. From July 18, 2011 through July 29, 2011 ("Transition Period"), Knight shall continue to be employed by the Village as a full-time consultant to assist Titcomb in assuming and performing the duties and responsibilities of Village Manager. Knight shall perform such tasks as requested by Titcomb or the Village Council. C. As compensation for such consulting services during the Transition Period, the Village shall continue to pay to Knight the salary and benefits earned while serving as Village Manager. D. The Village shall pay Knight the accrued and unpaid vacation time and sick time to which he is entitled pursuant to his Employment Agreement as of July 29, 2011. Section 3. Additional Consulting Services. A. At the conclusion of the Transition Period defined in Section 2 above, Knight agrees to provide additional consulting services to the Village relating to the Village budget, collective bargaining or other matters requested by the Village Council ("Additional Consulting Services") B. Knight shall perform Additional Consulting Services only upon request of the Village Council, through the Village Manager, and shall keep written time records of all such services performed. These time records shall be considered Public Records in accordance with Chapter 119, Florida Statutes. C. The Village shall pay to Knight the sum of $112.00 per hour for Additional Consulting Services performed pursuant to this Section. Knight shall submit an itemized invoice to the Village for services rendered on a monthly basis and shall detail the time expended to the nearest one-half hour. The Village shall pay all properly documented invoices within thirty (30) days of submission of same. D. While performing Additional Consulting Services on behalf of the Village, Knight shall be an independent contractor and shall not be deemed an employee of the Village for any purpose. Page 2 of 5 Section 4. Beverage License. A. The Village shall use its best efforts to effectuate a transfer of the Beverage License, and all other licenses relating to food and beverage operations at the North Palm Beach Country Club, from Knight to Titcomb as expeditiously as possible. B. During the time that Knight is still identified as the applicant and/or holder of the Beverage License on behalf of the Village, the Village agrees to hold harmless and indemnify Knight from and against any claim, action, loss, damage, injury, liability, cost and expense (including but not by way of limitation attorney's fees and court costs) arising out of or related to the Beverage License. C. In the event that the Village fails to accomplish a transfer of the Beverage License from Knight to Titcomb prior to August 18, 2011, the Village shall pay to Knight the sum of $250.00 per week for each seven (7) day period thereafter, or portion thereof, that his name remains on the Beverage License. Section 5. Conflict of Interest. Knight represents that, during the term of this Agreement, he will not provide any services to any person or entity which will either directly or indirectly conflict in any manner with the performance of services under this Agreement. Any actual or potential conflict shall immediately be reported to the Village in writing. Section 6. Term and Termination. A. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of one (1) year from the Effective Date unless terminated by either party as set forth below. B. Either party may terminate this Agreement upon providing written notice to the other party at the address set forth above by hand delivery, by national overnight delivery service or by United States certified mail, return receipt requested. The effective date of any notice shall be the date of delivery if by hand delivery or national overnight delivery service or the date upon which the return receipt is signed or delivery is refused if by certified mail. Section 7. Prior Employment Agreement. In the event of an express conflict between the terms of this Agreement and the terms of the Employment Agreement between the Village and Knight dated April 26, 2007, the terms of this Agreement shall control. Page 3 of 5 Section 8. 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. 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. 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. E. 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. F. 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. G. Effective Date This Agreement shall become effective as of the date indicated above. Page 4 of 5 IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth above. ,~,,,~~ „ °~~, ~nxAR-nond° Attest: ~,,~", _ ~ Village Clerk VILLAGE: Village of North Palm Beach, Florida By: ~. Mayor Approved as to form and legal sufficiency: Village Attorney Witnessed by: Print Name: /,~E /5,~,¢ ~~ ~:~m~ KNIGHT• J es W. Knight, Page 5 of 5