EMPLOYMENT AGREEMENT FOR INTERIM CITY MANAGER SERVICES
THIS EMPLOYMENT AGREEMENT FOR INTERIM CITY MANAGER SERVICES (this “Agreement”) is made effective as of June 24, 2024, by and between the City of Fortuna (“City”), a California municipal corporation, and Amy Nilsen (“Employee”). City and Employee may be collectively referred to as “Parties” or individually as a “Party”.
RECITALS
WHEREAS, the current City Manager has recently announced his resignation; and WHEREAS, the City is in the process of recruiting a full-time replacement for the City Manager position, and the City will require the services of an Interim City Manager; and
WHEREAS, Employee has the necessary experience, skills, and expertise to serve as the City’s Interim City Manager; and
WHEREAS, the City Council of the City (“City Council”) desires to appoint Employee to the position of Interim City Manager subject to the terms and conditions herein.
AGREEMENT
NOW THEREFORE, it is hereby agreed by City and Employee as follows:
1. Appointment as Interim City Manager and Start Date. The City hereby appoints Employee as its Interim City Manager, effective June 24, 2024 (“Effective Date”).
Employee hereby accepts such employment.
2. At-Will Agreement. Employee shall be “at-will” and serve at the pleasure of the City Council. Employee's employment with the City shall be subject to all requirements of the City's Personnel Rules (“Rules”) unless contradicted by some provision of this Agreement, in which case this Agreement shall govern.
3. Term. The term of this Agreement (“Term”) shall commence on the Effective Date and remain in effect until: (1) a permanent City Manager assumes that office; (2) four (4) months from the Effective Date; or (3) the Agreement terminates pursuant to Section 5 of this Agreement.
4. Compensation.
(a) Hourly Compensation. The City agrees to pay Employee a rate of Seventy-Five Dollars ($75.00) per hour for each hour (or increment thereof) of services performed. Employee shall use her best efforts to not exceed more than forty (40) hours per workweek; however, in the event Employee exceeds forty (40) hours in a work week, City shall pay overtime at the rates required by law. In no event shall Employee be entitled to compensation for commute time from Employee’s residence to City. All compensation payments to Employee shall be payable at the same time as other employees of the City are paid and subject to the customary withholding.
(b) Reimbursement of Expenses. Employee shall be entitled to reimbursement of business and travel expenses incurred in the performance of her duties as Interim City Manager, subject to applicable City ordinances and policies.
5. Duties and Responsibilities.
(a) Employee will perform the functions and duties specified in the laws of the United States, the State of California, the City’s Charter, and the City’s Municipal Code, the Personnel Rules, ordinances and resolutions of City, and to perform other legally permissible and proper duties and functions of the City Council may, from time to time, assign.
(b) Employee shall perform her duties to the best of her ability in accordance with the highest professional and ethical standards of the profession, comply with all general rules and regulations established by the City, and obey all State and Federal laws. (c) Employee agrees to devote her productive time, ability and attention to the City's business during the term of this Agreement.
(d) Employee shall not engage in any activity, which is or may become a conflict of interest, prohibited by contract, or which may create an incompatibility of office as defined under California law. Prior to performing any services under this Agreement and annually thereafter, the Employee must complete disclosure forms as required by law. (e) It is further understood and agreed that because of the duties of Interim City Manager on behalf of the City and its citizenry, Employee shall not, during the term of this Agreement, individually as a partner, joint venturer, officer or shareholder, invest or participate in any business venture conducting business in the corporate limits of the City of Fortuna, except for Employee’s currently owned business, “Tomaso’s Distributing”, and stock ownership in any company whose capital stock is publicly held and regularly traded, without prior written consent of the City Council. For and during the term of this Agreement, Employee further agrees, except for any real property used as her personal residence, not to invest in any other real estate or property improvements within the corporate limits of the City of Fortuna, without the prior written consent of the City Council.
6. Separation.
(a) Voluntary Resignation. Prior to the expiration of the Term, Employee may voluntarily resign from the position of Interim City Manager, so long as Employee provides the City Council with at least thirty (30) business days advance notice. (b) Removal by City.
i. The City Council may terminate Employee, with or without cause, at any time, consistent with the requirements of Chapter 2.08 of the City’s Municipal Code. ii. Termination for Cause. City may terminate Employee for cause by providing her with a written notice of termination. Such termination may be effective immediately. The following are sufficient basis for termination for cause:
A. Employee engages in illegal activities;
B. Gross malfeasance;
C. Dereliction of duties;
D. Absence from employment without a good cause;
E. Failure to perform duties and responsibilities under this Agreement or as specified in the City Manager’s job description;
F. Resume fraud or other acts of material dishonesty;
G. Violation of the City’s Rules, including but not limited to, the City’s rule against harassment, discrimination, and retaliation; H. Use or possession of illegal drugs;
I. Engaging conduct tending to bring embarrassment or disrepute to the City;
J. Conviction of any felony or any criminal offense involving moral turpitude; or
K. An abuse of her office or position as that term is defined in Government Code Section 53243.4.
(c) Affirmation of “At-Will” status. Employee is an "at-will" employee whose employment may be terminated by the City Council at any time. This Agreement is the sole and exclusive basis for an employment relationship between Employee and the City.
Nothing in this Agreement shall be construed to create a property interest for Employee in the position of Interim City Manager.
7. Benefits. Employee hereby waives all benefits provided to City employees, including retirement contributions, health/medical insurance, dental insurance, vision insurance, life and disability insurance, sick leave, vacation, unemployment insurance and similar benefits. Employee represents and warrants to the City that Employee maintains adequate health insurance through a source other than the City and will maintain such benefits during the Term of this Agreement. Employee further waives any right to accrue, earn, or utilize any paid time off, except for sick leave only to the extent required by law.
8. Indemnification. The City shall defend, hold harmless and indemnify Employee against any tort, civil rights, personnel, discrimination, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Employee's duties in accordance with the provisions of California Government Code Section 825. The City shall provide a defense in accordance with California Government Code Section 995. The City may decline to defend and/or indemnify Employee only as permitted by the California Government Code. The City may compromise and settle any such claim or suit and pay the amount of any settlement or judgment therefrom.
9. Bond. City shall bear the full cost of any fidelity or other bonds the City Council requires of Employee under any law or ordinance or otherwise.
10. Abuse of Office. California Government Code Sections 53243, 52431.1, 53243.2 and 52431.3 are incorporated by reference as if fully set forth herein. If this contract is terminated, any cash settlement related to the termination that Employee may receive from City shall be fully reimbursed to the City if Employee is convicted of a crime involving an abuse of her or her office or position.
11. Entire Agreement. This Agreement is the final expression of the complete agreement of the parties with respect to the matters specified herein and supersedes all prior oral and written understandings and agreements, and, except as prescribed herein, this Agreement cannot be modified except by written mutual agreement signed by the parties.
The Parties agree that the recitals identified in this Agreement are true and correct and are incorporated into the terms of this Agreement.
12. Severability, Applicable, Law, and Interpretation. In the event that any provision of this Agreement is held to be illegal or void by a court having jurisdiction over the parties, the remainder of this Agreement shall remain in full force and effect unless the parts found to be void are wholly inseparable from the remaining portion of this Agreement.
Any dispute concerning this Agreement shall be governed by the laws of the State of California. The parties consent to the jurisdiction of the California courts with venue in Humboldt County.
13. Informed Agreement. This Agreement has been negotiated between the City Council, on behalf of City, and Amy Nilsen as Employee. City and Employee acknowledge that they have each contributed to the making of this Agreement and that in the event of a dispute over the interpretation of this Agreement, the language of the Agreement will not be construed against one party in favor of the other. City and Employee acknowledge that they have each had an adequate opportunity to consult with their own legal counsel in the negotiation and preparation of this Agreement.
14. Notices. Any notices required by this Agreement shall be in writing and either given in person or by first class mail with the postage prepaid and addressed as follows:
TO CITY: Mayor
City of Fortuna
P.O. Box 545
Fortuna, CA 95540
With copy to: Ryan T. Plotz
City Attorney
426 First Street
Eureka, CA 95501
TO EMPLOYEE: Amy Nilsen
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SIGNATURE PAGE FOLLOWS THIS PAGE
IN WITNESS WHEREOF, the City has caused this Agreement to be signed and executed in its behalf by its Mayor and duly attested by the City Clerk. It has also been executed by the Employee.
EMPLOYEE
__________________________
Amy Nilsen
EMPLOYER
__________________________
Tami Trent, Mayor
ATTEST
__________________________
Siana Emmons, City Clerk