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2012-10 Village Manager Agreement RESOLUTION 2012-10 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, APPROVING AN AGREEMENT WITH JAMES W. KNIGHT, JR. TO SERVE AS VILLAGE MANAGER ON AN INTERIM VOLUNTEER BASIS AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE AGREEMENT ON BEHALF OF THE VILLAGE; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on January 12, 2012, the Village Council voted to terminate its prior Consulting Agreement with James W. Knight, Jr. ("Knight") and appoint him to serve as Village Manager on an interim volunteer basis effective January 17, 2012; and WHEREAS, the Village and Knight have agreed to the terms and conditions under which.Knight will serve as Village Manager on an interim volunteer basis, and the Village Council determines that the approval and execution of an agreement with Knight is in the best interests of 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 the Agreement between the Village and 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. Section 3. All resolutions, including, but not limited to, Resolution No. 2011-30, in conflict herewith are hereby repealed. Section 4. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 26th DAY OF JANUARY, 2012. rC` ,,,(Village Seal) )34'', _ 'AAA ks r or MAYOR ° .. TTEST ) " Qr,'r i1hA ;11:1111���C, � i 'i !/.. / VILLAGE CLERK AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this d' day of January, 2012, by and between the Village of North Palm Beach, Florida, a Florida municipal corporation ("Village") and James W. Knight, Jr. ("Knight""). WITNESSETH: WHEREAS, pursuant to Article IV, Section 3 of the Village Charter, in the event of a vacancy in the office of Village Manager, the Village Council may designate any competent person, with the exception of the Mayor or a member of the Council, to execute the functions of the office of Village Manager; and WHEREAS, the Village, through its Village Council, wishes to appoint Knight as Village Manager on an interim basis; and WHEREAS, Knight has agreed to serve as Village Manager as a volunteer without compensation or benefits pursuant to the terms and conditions set forth in this Agreement. 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. In accordance with Article IV, Section 3 of the Village Charter, the Village designates Knight to serve as Village Manager on an interim volunteer basis commencing January 17, 2012. Section 3. Duties and Responsibilities. Knight shall exercise all powers and perform all 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. Knight shall also perform any other duties or functions assigned by the Village Council. Page 1 of 4 Section 4. Voluntary Service. Knight agrees to serve as the Village Manager as a volunteer and this Agreement shall not create an employment relationship between the Village and Knight. Knight shall neither receive compensation for his services nor be eligible for any benefits conferred upon Village employees by virtue of their employment by the Village. Section 5. Term of Agreement. This Agreement shall be effective retroactive to January 17, 2012 and shall continue for a term of ninety (90) days, unless extended by mutual agreement of the parties or terminated earlier pursuant to Section 6 below. Section 6. Termination. A. The Village Council may terminate this Agreement at any time, for any or no reason. B. Knight may terminate this Agreement at any time, for any or no reason, by providing written notice to the Mayor at least five (5) business days prior to the effective date of such termination. C. Notwithstanding the foregoing, this Agreement shall automatically terminate upon the Village Council's appointment of a Village Manager for an indefinite term in accordance with Article IV, Section 2(a) of the Village Charter. Section 7. Residency. Knight shall not be required to reside within the Village limits while serving as Village Manager on an interim volunteer basis pursuant to this Agreement. Section 8. Mileage Reimbursement. The Village shall reimburse Knight for mileage incurred for travel to and from his home for each working day as well as any work related travel at the standard business rate established by the United States Internal Revenue Service. Such reimbursement shall be paid to Knight at regularly scheduled intervals, which shall be at least monthly. The payment of such reasonable expenses shall not alter Knight's volunteer status. Section 9. Return of Property. Upon termination of this Agreement, Knight shall immediately return all Village property in his possession or control to the Village Clerk. Page 2 of 4 Section 10. Termination of Consulting Agreement. The parties hereby agree and acknowledge that the Consulting Agreement between Knight and the Village dated July 14, 2011 is hereby terminated as of the effective date of this Agreement and shall be of no further force and effect. Section 11. Indemnification. A. While serving as Village Manager on a volunteer interim basis, Knight shall be considered an agent of the Village for the purposes of Section 768.28, Florida Statutes, as amended. B. The Village shall defend, save harmless, and indemnify Knight against any action for any injury or damage suffered as a result of any act, event, or omission of action that Knight reasonably believes to be in the scope of his duties or functions, 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 Knight 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, Knight 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. C. Said indemnification shall extend beyond the termination of this Agreement to provide protection for any such acts undertaken or committed while Knight is serving as Village Manager on an interim basis, regardless of whether the notice of claim or filing of a lawsuit occurs during or following the period of time Knight provides volunteer services to the Village. Section 12. 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. Page 3 of 4 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. 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. E. 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. IN WITNESS WHEREOF, the parties have executed this Agreement on the date set forth above. VILLA E: By: L/ 111 Darryl i• •rey, ayor Attest: Village Clerk Witnessed by: A L�41.4 .111! m� . Knig Jr. Page 4 of 4