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Contract 2025-043AINTERIM CITY MANAGER PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made this 17 day of December, 2024, between the City of Clermont, a Municipal Corporation of the State of Florida, (hereinafter referred to as the "CITY") and Rick Van Wagner whose address is 4228 Fawn Meadows Circle (hereinafter referred to as "Interim City Manager"). NOW THEREFORE, in consideration of the covenants, representations and agreements herein contained, the parties agree as follows: SECTION 1. RESPONSIBILITIES A. Rick Van Wagner shall serve as Interim City Manager and perform the functions as set forth by the laws of the State of Florida, the Charter, ordinances and resolutions of the City of Clermont and to perform other legally permissible and proper duties and functions as the City Council shall from time -to -time assign. B. Effective December 11, 2024, Rick Van Wagner will work full-time as the Interim City Manager and, without prior approval of the City, shall not accept any other contract for services or employment, current employment with Family Christian Center Church excepted so long as such relationship does not interfere with the City responsibilities. C. Rick Van Wagner shall be generally required to perform and execute the services as Interim City Manager during the City's normal business hours. However, it is recognized that Rick Van Wagner must devote substantial time outside of normal business hours on behalf of the City. Accordingly, Rick Van Vagner shall be allowed to reasonably adjust his work schedule so long as such adjustment does not impair City operations. SECTION 2. TERM AND TERMINATION A. CITY appoints Rick Van Wagner to serve as Interim City Manager to a term of ninety -days with an automatic renewal for a second ninety -day period unless terminated per paragraph 2B. B. This agreement may be terminated at any time by action of the City Council and without prior notice to Rick Van Wagner. Provided, however, except for such termination for cause as defined below, Rick Van Wagner shall be compensated for the full month of service as provided in Section 3 below regardless of the effective date of the termination without cause. For purposes herein, termination for cause shall be defined as Rick Van Wagner's knowing or willful violation of any express prohibition of the City Charter or Rick Van Wagner's conviction or plea of guilty or nolo contendere of any crime involving moral turpitudes. C. This agreement may be terminated at any time by Rick Van Wagner by providing the CITY fifteen (15) days written notice. Rick Van Wagner shall be compensated through the date of termination a pro rata amount of the monthly compensation, including any accrued time off. SECTION 3. COMPENSATION. A. CITY shall compensate Rick Van Wagner Sixteen Thousand Dollars and no/100 ($16,000) monthly for all services provided hereunder for each month during the term of this Agreement. Rick Van Wagner is an employee of the City, and will be issued a W-2. B. CITY shall pay Rick Van Wagner bi-weekly at such times as determined by CITY. C. Rick Van Wagner will use his own vehicle for CITY business. Rick Van Wagner shall maintain his own automobile insurance, shall add the CITY as an additional insured on the policy and shall indemnify and hold the CITY harmless for any damages arising out of or related to any accidents involving his personal vehicle. The City shall pay Rick Van Wagner an automobile allowance of $460.00 per month. D. CITY shall, at CITY'S expense, provide Rick Van Wagner with a cell phone and maintain cellular service to be used for CITY business. E. CITY will provide Rick Van Wagner with a laptop computer, a multi -screen desktop, and software for the purpose of performing her duties for the CITY and for conducting CITY business. The equipment at all times remains the property of the CITY and will be returned, with all data, to the CITY upon Rick Van Wagner's employment separation. F. CITY recognizes Rick Van Wagner will attend Lake County League of Cities activities and meetings on behalf of the CITY, legislative meetings, and similar types of meetings and events. CITY agrees to pay membership dues, as well as reasonable and customary travel and subsistence expenses for such attendance. G. Upon the effective date of this Agreement CITY will credit Rick Van Wagner five (5) business days for personal time off, plus Rick Van Wagner will accrue paid time off (or vacation/sick leave) according to CITY policy. H. Rick Van Wagner is entitled to and will receive the same paid holidays as other CITY employees. CITY shall bear the full cost of any fidelity or other bonds required of Rick Van Wagner under any policy, regulation, ordinance, or law. SECTION 4. BENEFITS AND COST REIMBURSEMENT. Rick Van Wagner may receive additional benefits and expense reimbursement only upon express prior written authorization of CITY. SECTION 5. INSURANCE. CITY shall include Rick Van Wagner in CITY'S insurance and will defend, save harmless, and indemnify Rick Van Wagner against any action for any injury or damage suffered as a result of any act, event, or omission of action that is within the scope of his duties or function, unless he acted in bad faith, gross negligence, or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property. SECTION 6. INDEMNIFICATION. Omitted SECTION 7. INDEPENDENT CONTRACTOR. Omitted SECTION 8. NOTICES. All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. Rick Van Wagner: Law Office of Anita Geraci-Carver. P.A. 1560 Bloxam Ave. Clermont, FL 34711 CITY: Mayor Tim Murry City of Clermont 685 West Montrose Street Clermont, Florida 34711 SECTION 9. GENERAL PROVISIONS. A. Waiver. The waiver by CITY of breach of any provision of this Agreement shall not be construed or operate as a waiver of any subsequent breach of such provision or of such provision itself and shall in no way affect the enforcement of any other provisions of this Agreement. B. Severability. If any provision of this Agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof, shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under applicable law, the remainder of this Agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to the fullest extent permitted by applicable law. C. Amendment. Except for as otherwise provided herein, this Agreement may not be modified or amended except by an Agreement in writing signed by both parties. D. Entire Agreement. This Agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous agreements between the parties with respect to the performance of services by Rick Van Wagner. E. Assignment. This Agreement is personal to the parties hereto and may not be assigned. F. Venue. The parties agree that the sole and exclusive venue for any cause of action arising out of this Agreement shall be Lake County, Florida. G. Applicable Law. This Agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. H. Public Records. Rick Van Wagner expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. (b) Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of the Rick Van Wagner upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY. Waiver of Jury Trial. RICK VAN WAGNER AND THE CITY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT RICK VAN WAGNER OR THE CITY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION RELATED TO OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THIS AGREEMENT, RICK VAN WAGNER'S SERVICES TO THE CITY, AND ALL FEDERAL AND STATE STATUTORY RIGHTS. City of Clermont BY: Tim Murry, Mayor 1Z`-Z-0 { Date Rick Van Wagner Date