1 EMPLOYMENT AGREEMENT WITH KEN MACNAB
TO PERFORM SPECIALIZED AND TEMPORARY SERVICES
AS INTERIM TOWN MANAGER
This Employment Agreement (“Agreement”) is entered into as of May 5, 2026 by and between the TOWN OF YOUNTVILLE, a municipal corporation, hereafter referred to as the “Town” and KEN MACNAB, hereafter referred to as “Employee” (each a “party” and, together, the “parties”).
WHEREAS, the Town is recruiting to fill the Town Manager position; and WHEREAS, Employee possesses the requisite specialized skills the Town needs and is available to provide services as Interim Town Manager while the Town recruits a permanent Town Manager; and
WHEREAS, Employee is able to serve in the role of Interim Town Manager until the Town has successfully completed recruitment for a new Town Manager or through September 30, 2026, whichever occurs first; and
WHEREAS, Employee, as a California Public Employees Retirement System (“CalPERS”) annuitant, is limited in his ability to accept public employment pursuant to Government Code Sections 7522.56 and 21221, subdivision (h); and WHEREAS, Employee is able to provide temporary services to the Town under the terms of this Agreement and within the constraints of Government Code Sections 7522.56 and 21221, subdivision (h) as a CalPERS annuitant, and Town desires to hire Employee on these terms to provide specialized services of a limited duration, which will not exceed 960 hours within a fiscal year.
NOW THEREFORE, in consideration of these recitals and the mutual covenants, terms and conditions, herein contained, the parties mutually and freely agree as follows:
SECTION 1 – EMPLOYMENT CONDITIONS AND DUTIES
a. Employee is hereby appointed by, and shall serve at the pleasure of, the Town Council. Employee has performed his due diligence to confirm with CalPERS that he may accept this temporary appointment as a CalPERS annuitant. b. Employee shall be responsible for performing duties of the Interim Town Manager position and other duties and special projects as assigned.
SECTION 2 – EMPLOYMENT TERM
a. Town agrees to employ Employee and Employee agrees to be employed 2 and remain in the employment of Town for a term commencing on May 5, 2026, and continuing through the successful hiring of a permanent Town Manager or through September 30, 2026, whichever occurs first, or until terminated in accordance with Sections 3 or 4 of this Agreement. This is an at-will position and Employee has no property interest in his position.
b. Nothing in this Agreement shall prevent, limit, or otherwise interfere with the rights of the Town to terminate the services of the Employee at any time during such employment terms or any renewal thereof subject to the provisions of this Agreement.
c. Nothing in this Agreement shall prevent, limit, or otherwise interfere with Employee’s right to resign at any time.
SECTION 3 – EMPLOYEE RESIGNATION
If Employee terminates this Agreement by voluntary resignation, in writing, before expiration of the employment terms or any renewal(s) thereof, Employee shall not be entitled to any severance pay but shall be entitled to payment in full for consideration during his service. Employee agrees to give the Town at least 30 calendar days written notice of resignation unless the parties agree otherwise.
SECTION 4 – EMPLOYMENT TERMINATION
Employee serves at-will and the Town may terminate his employment with or without cause. As an Interim Town Manager, Employee understands that the provisions of Yountville Municipal Code sections 2.08.050 (Removal procedure) do not apply to Employee’s position and Employee specifically waives any rights provided therein.
SECTION 5 – WORK HOURS
Employee’s regular work schedule shall consist of working in person at Town Hall on Tuesdays and Wednesdays and working remotely at least eight additional hours per week, subject to the operational needs of the Town. Employee may be required to attend Town Council and/or Committee meetings as necessary. The Town Council may provide direction to Employee regarding the desired work schedule. Under no circumstances may Employee’s hours worked exceed 960 hours within a fiscal year.
SECTION 6 – SALARY
The Town shall pay the Employee for all services rendered pursuant to this Agreement at $137.7118 per hour, which represents the annual salary of the Town Manager position, divided by 12 months and divided again by 173.333, as required by Government Code Section 21221, subdivision (h). Employee’s salary will be paid on a bi-weekly basis in conformance with the Town’s established pay periods and pay days; although Employee is required by Government Code Sections 21221, subdivision (h) to 3 be compensated on an hourly basis, Employee is a FLSA-exempt employee and is not entitled to overtime, even if his work week exceeds 40 hours.
Employee shall maintain detailed timesheets describing his work time, to be submitted on a bi-weekly basis to the Town’s Administrative Services Director for review and payment in accordance with the Town’s established accounting practices.
The Employee will comply with all applicable CalPERS regulations governing post-retirement employment, including the recordation and reporting to CalPERS of hours worked for the Town, as may be required. The Town shall assist in any such reporting obligations to CalPERS. Additionally, the Employee shall keep the Town apprised of any hours Employee works for other CalPERS agencies during the term of this Agreement.
The Employee shall not receive benefits, incentives, or compensation in lieu of benefits, sick leave, holiday, vacation pay or any other form of compensation in addition to the hourly rate during his employment under this employment agreement.
SECTION 7 – INDEMNIFICATION
If the employee is named as a party in litigation relating to Employee’s actions or inactions as a Town employee, the Town shall defend Employee and pay any judgment which may be entered against Employee, consistent with the terms of applicable law including Government Code 810 et seq. Pursuant to Government Code section 825, subdivision (a), the Town reserves its rights not to pay a judgment, compromise, or settlement until it is established that the injury arose out of an act or omission occurring within the scope of the Employee’s employment under this Agreement.
SECTION 8 – ENTIRE AGREEMENT AND AMENDMENTS
a. This agreement supersedes any and all other agreements between the parties hereto with respect to the employment of the Employee by the Town and contains all of the covenants and agreements between the parties with respect to that employment. Each party acknowledges that no representations, inducement, promise, or agreements have been made by any party or anyone acting on behalf of any party orally or otherwise which are not embodied herein. b. No other agreement, statement or promise not contained in this Agreement shall be valid or binding or shall be used in interpreting the meaning of this Agreement. c. Amendments, modifications or changes may be made to this Agreement and shall become effective on the date contained therein when executed in writing and mutually signed by both parties.
4 d. This Agreement and any amendments, modifications or changes thereto shall be binding upon the Town during its term.
e. This Agreement and any amendments, modifications or changes thereto shall be binding upon the Employee and inure to the benefit of his heirs at law and executors.
f. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. Any legal action arising under or related to this Agreement shall be brought and prosecuted in the Napa County Superior Court.
SECTION 9 – SEVERABILITY
If any provision or any portion hereof is held to be unconstitutional invalid or unenforceable, the remainder to this Agreement or portion thereof shall be deemed severable, shall not be affected, and shall remain in full force and effect. [SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, this Agreement is executed by the parties below.
TOWN OF YOUNTVILLE
Margie Mohler, Mayor
ATTEST:
Hilary Gaede, Communications Director/
Town Clerk
APPROVED AS TO FORM:
Gary B. Bell, Town Attorney
EMPLOYEE
Ken MacNab