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EMPLOYMENT AGREEMENT
BETWEEN THE
TOWN OF YOUNTVILLE
AND
HEATHER ABRAMS
RECITAL
1. On September 15, 2026, the Town Council selected Heather Abrams (hereafter the “Town Manager”) to serve as the Town Manager of the Town of Yountville (“Town”) effective October 19, 2026 and the Town Manager accepts such employment, subject to approval of this employment agreement (“Agreement”), background check, and physical examination. Accordingly, the parties agree as follows:
AGREEMENT
2. Effective Date
This Agreement shall become effective on October 19, 2026 (the “Effective Date”), after it has been duly approved by the Town Council and signed by both parties.
3. Term of Employment
Pursuant to the provisions of Yountville Municipal Code Section 2.08.010, the Town Manager serves at the pleasure of the Town Council and on an “at will” basis and has no vested right to her employment during the term of this Agreement, subject to the terms and provision of this Agreement as set forth below. This Agreement will remain in full force and effect until one of the parties terminates it as provided in this Agreement.
4. Duties; Hours of Work
A. The Town Manager shall perform those functions and duties specified by State law, the Yountville Municipal Code, any applicable job description, and by formal direction of the Town Council. The Town Manager shall perform such duties in accordance with the highest professional and ethical standards of the Town Manager profession. The Town Manager shall not engage in any activity, which is, or which may become, incompatible with the office of the Town Manager, as provided for by State law.
During the term of this Agreement, the Town Manager shall be exclusively employed by Town, unless prior authorization otherwise is received from the Town Council, which authorization will not be unreasonably withheld.
B. The Town Manager shall maintain a regular work schedule consistent with that approved for other management employees of Town. The Town Manager’s duties may require more than eight (8) hours per day and/or forty (40) hours per week and may also include time outside normal office hours such as attendance at Town Council meetings. The Town Manager is a FLSA-exempt employee and shall not be entitled to additional compensation for such time.
5. Compensation
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A. The Town Manager’s annual base salary shall be Three Hundred Five Thousand Dollars ($305,000).
B. The Town Manager’s compensation shall be reviewed at least annually in connection with the annual performance evaluation required by Section 20 below or at other times as may be determined by Town Council. Further, it is understood that it is the intent of the Town Council to increase salary, or other benefits referred to in this Agreement, during the term of this Agreement, dependent on the quality of job performance by the Town Manager and Town’s fiscal condition. Beginning in calendar year 2028, following a successful, annual performance evaluation during which the Town Manager receives a satisfactory rating or above, the Town Manager’s annual base salary shall increase by five percent (5%) effective at the next payroll.
C. Following an annual performance evaluation, which exceeds standard, the Town Council authorizes the Mayor and the Vice-Mayor to meet with the Town Manager and administratively execute a performance bonus of up to and including five percent (5%) of the Town Manager’s then-current annual base salary, at their discretion. Any bonus exceeding five percent (5%) shall require an affirmative vote of a majority of the Town Council.
6. Health Insurance
A. Town shall contribute an amount equal to 90% of the cost of the Kaiser Health plan provided to employees through the PERS Health program. The cost shall be determined for each insurance coverage type as currently defined by PERS Health Program: the Town Manager only, the Town Manager and one (1) dependent, and the Town Manager and two (2) plus dependents. Any balance owed by the Town Manager for a plan selected which costs more than the contribution provided for by the Town shall be deducted by use of payroll deduction upon effective date of health benefits. The Town will pay full cost of dental plan available through Town for the Town Manager and dependents.
B. The Town Manager may elect not to receive health coverage from Town. In such case, the Town Manager shall sign a release form and receive monthly payments equal to Five Hundred Dollars ($500) per month.
7. Life Insurance
Town shall provide term life insurance in the amount of $150,000. Such life insurance shall be provided through the same insurance company providing life insurance to other Town employees, or by another insurer acceptable to Town. The Town Manager shall control the beneficiaries named in the life insurance policy.
8. Retirement
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Town shall provide the same PERS retirement benefits to the Town Manager as are received by other employees of the Town who are classified as “PEPRA” employees under PERS. “PEPRA” (i.e., those members joining CalPERS after January 1, 2013; not defined as “Classic” under PEPRA) will receive retirement benefits calculated at a benefit formula of 2.0% at age 62.
9. Management Administrative Leave
The Town Manager shall be entitled to 100 hours’ management administrative leave per year. Management administrative leave shall accrue on a pro rata basis per bimonthly pay period. In the event such leave is not used, the Town Manager may receive equivalent cash compensation therefore, in full or part, for accrued but unused leave.
Management administrative leave time may not be accumulated and carried over past the end of any fiscal year (June 30).
10. Annual Vacation Leave
A. The Town Manager shall be afforded 120 hours of banked vacation leave as of the Effective Date. The Town Manager shall not accrue additional vacation leave pursuant to Section 10.B. until the Town Manager’s service with the Town would otherwise have resulted in the accrual of 120 hours of vacation leave under Section 10.B.
A. The Town Manager shall be entitled to 25 days (200 hours) annual vacation leave, which shall accrue on a pro rata basis per bi-monthly pay period.
B. The Town Manager may receive equivalent cash compensation, in full or in part, at any time during the year for accrued but unused leave. For vacation leave of more than one week at a time, the Town Manager must provide sufficient notice of her intended vacation absence so that the Town Council may approve such absence in order to avoid an extended absence of the Town Manager during critical time periods. The Town Manager shall accrue no more than twice the number of hours of vacation leave she is entitled to annually.
11. Other Leaves and Benefits
A. All other personal leave, family leave, funeral leave, or sick leave shall be as provided to other management employees of Town. Town shall afford the Town Manager such other benefits as are provided to other management employees of Town on the same terms as provided to those employees except as otherwise expressly provided herein.
B. Notwithstanding Section 11.A., the Town Manager shall be afforded 100 hours of banked sick leave as of the Effective Date. The Town Manager shall not accrue additional sick leave pursuant to Section 11.A. until the Town Manager's service with the Town would otherwise have resulted in the accrual of 100 hours of sick leave under Section 11.A.
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C. Accumulated sick leave has no value upon termination or separation except for in the case of a retirement from the PERS system where the Town Manager may convert the equivalent amount of sick leave to retirement credit in accordance with PERS rules and regulations in the same manner as other employees.
12. Automobile Allowance
In recognition of the fact that the Town Manager’s normal duties require frequent use of her automobile, the Town Manager shall be entitled to $700 per month as an automobile allowance. This allowance is in lieu of mileage reimbursement or other expenses that may be incurred by the Town Manager in connection with her use of her own automobile for Town purposes. In consideration for said allowance, the Town Manager shall be responsible for all costs of maintenance and operation of her vehicle.
The Town Manager shall at all times maintain automobile liability insurance on any vehicle used by her in the course of Town employment. Such insurance shall have coverage limits acceptable in form and amounts to Town. The Town Manager shall provide a certificate or other evidence of such insurance to Town. The Town Manager acknowledges that this allowance will be subject to payroll taxes unless she maintains the records required by law to permit other treatment of this allowance.
13. Residency
The Town Manager and Town mutually agree that it is desirable for the Town Manager to live within close proximity to Town to fully and effectively execute the Town Manager’s duties under this Agreement, the Yountville Municipal Code, and other applicable federal, state, and local laws. The Town Manager hereby agrees to and shall, for the duration of this Agreement, establish and maintain her primary residence within a 30-minute travel time to and from Yountville Town Hall located at 6550 Yount St, Yountville, CA 94599, preferably in Napa County.
14. Housing Assistance
The Town grants the Town Manager the right to borrow up to Seven Hundred Fifty Thousand Dollars ($750,000.00) (the “Loan”) from the Town for the purpose of purchasing a home to be used as her primary residence throughout the term of this Agreement. The Loan shall be made on the terms and conditions set forth in Exhibit A, which is attached to this Agreement and incorporated herein by this reference. The Town Manager must exercise the right to borrow the Loan by no later than twelve (12) months after the Effective Date of this Agreement. In addition to the terms set forth in Exhibit A, the Loan shall be subject to such other reasonable conditions as a residential lender would customarily impose under similar circumstances.
15. One-Time Relocation Reimbursement
Town shall reimburse the Town Manager for reasonable costs and moving expenses related to the residency requirements under Section 13, including, but not limited to, necessary travel and accommodation costs, rental unit costs, hotel costs, healthcare costs, and other expenses. Relocation reimbursement shall not exceed 455127.2 5
Twenty-Five Thousand Dollars ($25,000.00). The Town Manager shall submit a claim to Town’s Finance Department, accompanied by written documentation including receipts, as a condition to receiving such reimbursement, no later than ninety (90) days after the Effective Date.
16. Professional Memberships & Meetings; Other Expenses A. Town shall pay for the Town Manager’s professional membership in the League of California Cities and International City / County Management Association.
Town shall pay for the Town Manager to attend the annual League of California Cities conference. Town will pay for such other professional memberships and conference attendance as may be approved and budgeted by the Town Council.
A. Town recognizes that certain expenses of a non-personal and job-related nature may be incurred by the Town Manager. Town agrees to reimburse the Town Manager for reasonable expenses which are authorized by Town budget; submitted to the Town Council for approval; and which are supported by expense receipts, statements or personal affidavits, and audit thereof in like manner as other demands against Town.
17. Technology Stipends.
A. Town shall pay the Town Manager $100 per month as a cellular telephone and tablet stipend. The Town Manager may receive increased amount as may be provided to other management employees in the future.
B. The Town Manager is eligible to participate in Town’s Technology Stipend Program to support paperless agendas in same manner as Town Council Members and other Management Team members. The Town Manager shall pay for the purchase, installation, and maintenance of compatible computer equipment (hardware, software, and internet access).
18. Higher Education Expense Reimbursement
The Town Council may approve full or partial tuition reimbursement, consistent with Town’s budgetary policy and available resources, the Yountville Municipal Code, or other applicable law.
19. Deferred Compensation
Town shall contribute six percent (6%) of the Town Manager’s base salary per year, on or before June 30 of each year, to a deferred compensation plan of the Town Manager’s choice. The Town Manager may also participate in Town’s deferred compensation program on the same terms as other employees, as those terms may change from time to time and which currently provide that Town will match employee contributions up to 7% of an employee’s salary to one of Town’s deferred compensation plans. All contributions are subject to IRS and plan limits and, if needed, shall be reduced to comply with those limits.
20. Annual Performance Evaluation
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The Town Council shall evaluate the Town Manager’s performance at least once annually. The Town Council and the Town Manager shall annually develop mutually agreed performance goals and criteria which the Town Council shall use in reviewing the Town Manager’s performance in the following year. It shall be the Town Manager’s responsibility to initiate this review each year. The Town Manager will be afforded an adequate opportunity to discuss each evaluation with the Town Council.
21. Indemnification
Town shall defend, hold harmless and indemnify the Town Manager against any claim, demand, judgment, or action of any type or kind arising within the course and scope of the Town Manager’s employment to the extent required by Government Code Sections 825 and 995.
22. Other Terms and Conditions of Employment
A. The Town Council may from time to time fix other terms and conditions of employment relating to the performance of the Town Manager, provided such terms and conditions are not inconsistent with or in conflict with the provision of this Agreement, the Yountville Municipal Code, or other applicable law.
A. The provisions of Town’s Personnel Rules and Policies (“Rules”) shall apply to the Town Manager to the extent they explicitly apply to the position of the Town Manager, except that if the specific provisions of this Agreement conflict with the Rules, the terms of this Agreement shall prevail. Without limiting the generality of the exception noted in the previous sentence, however, no provision of the Rules or this Agreement shall confer upon the Town Manager a property right in her employment or a right to be discharged only upon cause. The Town Manager is an at-will employee serving at the pleasure of the Town Council and may be dismissed at any time with or without cause, subject only to the provisions of this Agreement.
B. The Town Manager shall be exempt from paid overtime compensation and from Social Security taxes other than the mandatory Medicare portion of such taxes.
23. Termination Without Cause
The Town Council may terminate the Town Manager’s employment with Town at any time, with or without cause, and without advance notice. In the event of such termination without cause, the Town Manager, after termination and upon executing a claim waiver and release of liability approved to form by the Town Attorney, will be entitled to a severance benefit of six (6) months of the Town Manager’s current base salary plus payment of accumulated vacation leave. This base salary and leave pay-out shall be made at the time of separation from Town employment and, upon payment, Town shall have no further obligation to the Town Manager and the Town Manager shall have no claim for further compensation from Town.
24. Termination With Cause
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The Town Council may terminate the Town Manager’s employment with Town for cause. In that event, Town shall have no obligation to continue the employment of the Town Manager and shall have no obligation to provide any severance compensation, although the Town Manager shall be entitled to payment of the value of accrued vacation leave or other payments required by law. If the Town Manager is terminated for cause, the Town Manager must be given notice of the cause and supporting evidence. The Town Manager is entitled to meet with the Town Council, subject to applicable provisions of the Ralph M. Brown Act, at which time the Town Manager may reply orally or in writing to the cause and supporting evidence. The meeting is not an evidentiary hearing and the Town Council’s decision is final in its discretion. For purposes of this agreement, the term “for cause” shall include any of the following:
(a) use of alcohol or drugs that impedes performance of duties; (b) conviction of a felony or misdemeanor involving moral turpitude (a plea or verdict of guilty or a conviction following a plea of nolo contendere is deemed a conviction for this purpose);
(c) a proven claim of either sexual harassment or abuse of employees in violation of law or adopted Town policy;
(d) willful and repeated failure to carry out the lawful directives or policy decisions of the Town Council; or
(e) willful abandonment of the position or continued and unexcused absence from duty.
6. Termination Without Cause Preceding or Following Election In no event may the Town Manager be terminated without cause within ninety (90) days: (i) immediately preceding or following an election at which one or more members of the Town Council is elected, or (2) within ninety (90) following any other election.
Nothing in this Section 25.: (i) limits or restricts the Town Council’s authority to terminate the Town Manager for cause pursuant to Section 24., or (2) changes the at-will status of the Town Manager’s employment pursuant to this Agreement.
7. Communications Upon Termination
In the event Town terminates the Town Manager for any reason or no reason, Town and the Town Manager (the “Parties,” or, individually, the “Party”) agree that they shall work toward creating a joint press release or statement, the content of which is mutually agreeable to the Parties. The joint press release or statement shall not contain any text or information that is disparaging to either Party.
If a joint press release or statement is agreed to, the Parties agree that no member of the Town Council, the Town Management staff, nor the Town Manager, shall make any written, oral or electronic statement to any member of the public, the press, or any Town employee concerning the Town Manager’s termination except in the form of the mutuallycreated and agreed-upon joint press release or statement. Either Party may verbally repeat the substance of the joint press release or statement in response to any inquiry. 455127.2 8
If a joint press release or statement is not agreed to, the Parties agree that no member of the Town Council, the Town Management staff, nor the Town Manager, shall make any written, oral or electronic statement to any member of the public, the press, or any Town employee concerning the Town Manager’s termination except to state the following facts: (i) the Town Manager’s date of hire; (ii) the length of the Town Manager’s employment with Town; and (iii) the Town Manager’s last day as Yountville Town Manager.
27. Voluntary Termination; Death
A. The Town Manager may voluntarily terminate her employment, by resignation or retirement, at any time during the term of this Agreement, subject to at least 30 days’ written notice by the Town Manager to Town, unless the Town Council and the Town Manager agree otherwise. In such case, Town shall have no further obligation to provide payments and benefits, including severance payments and benefits, upon the effective date of termination of employment, other than payment of accrued vacation leave or other payments required by law.
A. In the event the Town Manager dies while employed by Town, her beneficiaries or those entitled to her estate shall be paid any earned salary and accrued vacation leave at the Town Manager’s pay rate on the date of death.
28. Compliance With Law
A. This Agreement is subject to all applicable provisions of State and Federal law, the provisions of the Yountville Municipal Code, and to any other ordinances, rules, regulations, and policies of Town applicable to the Town Manager and the Town Manager position.
B. The provisions of California Government Code sections 53243 to 53243.4, as those sections now or hereafter exist are hereby incorporated by reference into this Agreement. Thus, if the Town Manager is convicted of a crime involving an abuse of her office or position, whether before or after release from employment, the Town Manager shall fully reimburse the Town for any severance pay, paid leave, or salary disbursed pending an investigation related to the crime, or legal criminal defense funds relevant to the crime.
29. General Provisions
A. This Agreement constitutes the entire agreement between the parties.
Town and the Town Manager hereby acknowledge that they have neither made nor accepted any other promise or obligation with respect to the subject matter of this Agreement.
B. If any provision or any portion of this Agreement is held to be unconstitutional, invalid or unenforceable, the remainder of the Agreement shall be deemed severable and shall not be affected and shall remain in full force and effect. 455127.2 9
C. Any notice to Town pursuant to this Agreement shall be given in writing, either by personal service or by registered or certified mail, postage prepaid, addressed as follows:
Mayor and Town Council
Town of Yountville
6550 Yount St.
Yountville, CA 94599
With a courtesy copy to the Town Attorney at the following address or the address then shown in the records of Town for the Town Attorney:
Gary B. Bell, Esq.
Yountville Town Attorney
655 University Avenue, Suite 247
Sacramento, CA 95825
Any notice to the Town Manager shall be given in a like manner, and, if mailed, shall be addressed to the Town Manager at the address then shown in Town’s personnel records. For the purpose of determining compliance with any time limit stated in this Agreement, a notice shall be deemed to have been duly given (a) on the date of delivery, if served personally, or (b) on the second calendar day after mailing, if mailed.
D. Venue for any disputes arising from or relating to this Agreement shall lie in the Superior Court of California for the County of Napa. If an action at law or in equity is necessary to enforce or interpret this Agreement, the prevailing party shall be entitled to reasonable and actual attorneys’ fees and costs with respect to the action.
E. A waiver of any of the terms and conditions of this Agreement must be in writing, signed by the parties, and shall not be construed as a general waiver and either party shall be free to enforce any term or condition of this Agreement with or without notice to the other notwithstanding any prior waiver of that term or condition.
30. Amendments
This represents the entire agreement between the parties regarding the subjects contained herein. Amendments to this Agreement may only be made in writing signed by the parties hereto.
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THE TOWN MANAGER
Dated:
Heather Abrams, Town Manager
TOWN
Dated:
Margie Mohler, Mayor
Approved as to form:
Gary B. Bell, Town Attorney
Dated:
Attest:
Hilary Gaede, Communications Director/
Town Clerk
Dated:
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EXHIBIT A
Housing Assistance
A. The Town grants to Town Manager the right to borrow up to Seven Hundred Fifty Thousand Dollars ($750,000.00) (the “Loan”) from the Town for the purpose of purchasing a home to be used as her primary residence throughout the term of this Agreement. Said Loan is subject to the following conditions and all other reasonable conditions that a residential lender would likely impose on Town Manager under similar circumstances:
1. The Town Manager must exercise the right to borrow the Loan no later than twelve (12) months after the Effective Date;
2. Town Manager shall have the right to borrow said Loan amount within said twelve-month period on only one occasion;
3. Town Manager must pay for an appraisal of the value of the property securing the Loan and that appraisal is subject to approval by the Town;
4. The deed of trust securing the Loan must be recorded such that, other than future real property taxes and assessments, the Loan’s deed of trust has the highest lien priority, unless the Town Manager receives the prior written consent of the Town. Town hereby consents to an equity line of credit, provided that: (1) the equity line of credit is subordinated to the Loan which Loan; and (2) the total value of the Loan and the equity line maximum borrowing cap combined shall not exceed eighty percent (80%) of the fair market value of the property as set forth in Section (A)(12) below;
5. The Loan must always enjoy first lien priority in the chain of title unless the Town Manager receives the prior written consent of the Town. Any existing or future encumbrance on said real property, including, but not limited to, any line of credit, shall be subordinate at all times to the Loan;
6. The Loan shall be evidenced by a promissory note and secured by a nonrecourse deed of trust in favor of the Town and recorded against the real property for which the Loan is made;
7. At Town Manager’s sole cost, lender’s title insurance in the name of the Town shall be issued insuring title showing only the lien associated with the Loan and the equity line set forth in Section (A)(4) above;
8. Said Loan shall bear interest during the life of the Loan at a rate equal to one percent (1%) above the average Local Agency Investment Fund (“LAIF”) rate reported in the four quarterly LAIF reports received by the Town immediately prior to the close of escrow for the Loan; provided, however, that said rate shall be adjusted annually with the adjusted rate being equal to one percent (1%) above the average LAIF rate reported in 455127.2 12
the four quarterly LAIF reports received by the Town immediately prior to each adjustment date. Notwithstanding the foregoing, in no event shall the interest rate exceed five percent (5%) per annum;
9. The Town Manager may establish a payroll deduction for said payments on the Loan;
10. The Loan may be repaid in whole or in part, at any time, without penalty;
11. The Loan, and all accrued but unpaid interest, shall be payable in its entirety within twelve (12) months after the termination (for any reason) of Town Manager’s employment or upon the sale of Town Manager’s residence for which the Loan proceeds were applied, whichever occurs first. Said twelve (12) month period shall be extended to fifteen (15) months in the event Town Manager dies prior to the termination date;
12. The principal, unpaid but owed interest, and the unpaid amount of all liens and encumbrances on the property securing the Loan (including the Loan) cannot exceed eighty percent (80%) of the fair market value of the property established by an appraisal prepared by a qualified professional approved by the Town and paid for by the Town Manager. Said appraisal shall be delivered to the Town and shall be subject to the approval of the Town, prior to closing or consummating any part of the borrowing of the Loan amount, as the case may be;
13. At Town Manager’s sole cost, she shall obtain and maintain fire and casualty loss insurance in at least the amount of the Loan, naming the Town as beneficiary and insuring against such covered losses based on 100% of replacement value;
14. Evidence of said insurances must be provided to the Town as a condition to closing the Loan and thereafter on an annual basis; and
15. Other than as mentioned above, all costs incurred in closing the Loan or consummating any part of the borrowing of the Loan amount, as the case may be, shall be paid for by the Town Manager.
C. The Town and Town Manager shall prepare and execute those agreements, notes, deeds of trust, escrow instructions and all other documents reasonably necessary to consummate the Loan, as long as those documents are consistent with the terms and conditions specified above.