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 All resolutions or parts of resolutions in conflict herewith are hereby repealed to the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:
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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.
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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.
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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.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date
set forth above.
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Attest:
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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,~,¢ ~~
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KNIGHT•
J es W. Knight,
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