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Resolution No. 26-12RESOLUTION NO. 26-12 A RESOLUTION OF THE CITY OF ATLANTIC BEACH, FLORIDA, APPROVING AND AUTHORIZING THE EXECUTION OF A SEPARATION OF EMPLOYMENT AND GENERAL RELEASE AND WAIVER AGREEMENT WITH THE CITY MANAGER; AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT AND ANY RELATED DOCUMENTS AND PERFORM THE ACTS NECESSARY TO EFFECTUATE THE TERMS RELATED THERETO, INCLUDING BUT NOT LIMITED TO EXECUTION OF THE SEPARATION OF EMPLOYMENT AND GENERAL RELEASE AND WAIVER AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on August 22, 2023, the City Commission approved, through Resolution 23- 34, an Employment Agreement employing William Killingsworth to serve as City Manager; and WHEREAS, the City Manager and the City Commission desire to enter into a separation of employment and general release and waiver agreement upon the terms and conditions of the Separation of Employment and General Release and Waiver Agreement attached hereto as Exhibit A. NOW THEREFORE, be it resolved by the City Commission of the City of Atlantic Beach as follows: SECTION 1. The City Commission hereby approves the Separation of Employment and General Release and Waiver Agreement attached hereto as Exhibit A. SECTION 2. The City Commission hereby authorizes the Mayor to execute the Separation of Employment and General Release and Waiver Agreement attached hereto as Exhibit A, and any documents necessary to effectuate the matters related thereto. SECTION 3. This Resolution shall take effect immediately upon its passage and adoption. PASSED AND ADOPTED by the City of Atlantic Beach, this day of January, 2026. Attest: Donna L. Bartle, City Clerk 64792516 v3 Curtis Ford, Mayor Approved as to form and correctness: Jason , City Attorney SEPARATION OF EMPLOYMENT AND GENERAL RELEASE AND WAIVER AGREEMENT This Separation of Employment and General Release and Waiver Agreement (Agreement) is made by and between the City of Atlantic Beach (City) and William Killingsworth (City Manager). WHEREAS, City has employed City Manager pursuant to that certain Employment Agreement approved via Resolution 23-34 on August 22, 2023 ("Employment Agreement"); however the parties wish to enter into a voluntary agreement to terminate their employment relationship and to resolve any actual or potential claims that either party may have against the other by reason of City Manager's employment or termination thereof. WHEREAS, the parties desire to set forth the terms and conditions governing City Manager's separation of employment and to provide for the settlement and release of any and all disputes or controversies that have arisen, or which may hereafter arise, between City and City Manager, including without limitation, any and all claims arising out of or in any way related to City Manager's employment with or separation from the City. NOW THEREFORE, in consideration of the mutual covenants herein contained and the mutual benefits to be derived therefrom, the sufficiency of which consideration is hereby acknowledged by the undersigned, City and City Manager agree and state: 1. TERMINATION OF EMPLOYMENT Upon their mutual agreement, City Manager's last day of active service in the office shall be January 9, 2026. Effective January 10, 2026, the City Manager shall be placed on paid administrative leave through January 30, 2026, during which period the Manager shall remain an employee of the City and continue to receive his full salary, benefits, and accruals as set forth in the Employment Agreement. During this administrative leave period, the City Manager shall not be required to report to City offices unless specifically requested by the City Commission or its designee for purposes of transition, consultation, or knowledge transfer, in which case the City Manager agrees to make himself reasonably available by phone, email, or in person as needed. The City Manager's employment with the City shall terminate at the close of business on January 30, 2026. Upon termination, the City Manager shall be entitled to payment for all accrued and unused vacation, sick leave, and other benefits in accordance with the Employment Agreement and applicable City policies. The City Manager agrees to cooperate with the City in effecting a smooth transition. 2. NO ADMISSION OF LIABILITY This Agreement is not an admission by City Manager or City of any wrongful conduct whatsoever. Both parties deny and disclaim any liability to or wrongful conduct against the other or any third party. Page 1 of 4 3. PAYMENT AND BENEFITS City Manager shall receive his last regular paycheck at the regular scheduled payroll date. Within ten (10) days of this Agreement, City Manager shall receive an additional payment to compensate for accumulated personal leave, subject to customary payroll deductions. As consideration for this Agreement and the release contained within, and in full and complete satisfaction of all obligations due and owing City Manager, City shall: (a) Pay City Manager an amount equal to ten (10) weeks of his current Salary, subject to customary payroll deductions; and (b) Pay City Manager an amount equal to one (1) month of COBRA insurance coverage in the amount of $3,728.00. 4. SURRENDER AND VACATION OF EMPLOYER'S PROPERTY Upon execution of this Agreement, City Manager shall deliver all of City's property in his/her possession and further, shall vacate City's property, except that City Manager shall be allowed to keep his City -issued iPhone 16 and iPad, subject to all City Information Technology (IT) and security policies and rules. 5. RELEASE AND WAIVER OF CLAIMS In consideration of the benefits to be provided to City Manager pursuant to this Agreement, City Manager hereby irrevocably and unconditionally releases, waives, acquits and discharges the City and each of its past, present and future elected officials, department heads, officers, employees, agents, representatives and attorneys from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs actually incurred), of any nature whatsoever, whether known or unknown, Including specifically claims under the Age Discrimination in Employment Act of 1967, arising out of any act, omission, or event from the beginning of time up to the execution of this agreement. City hereby irrevocably and unconditionally releases, acquits and discharges City Manager from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys' fees and costs actually incurred), of any nature whatsoever, whether known or unknown, arising out of any act, omission, or event from the beginning of time up to the execution of this Agreement. 6. REFERENCES AND NON -DISPARAGEMENT If it is necessary for City to provide a reference to a prospective employer, City Manager agrees that he will direct the prospective employer to contact the Director of Human Resources at the City of Atlantic Beach. Additionally, City Manager and the elected officials agree that they shall not disparage or make untrue statements about each other; provided that this Section shall not apply to comments made to any other governmental entity or as required by law. Page 2 of 4 51493968 v 7. REPRESENTATIONS AND WARRANTIES The undersigned parties hereby represent and warrant the following to the other: a. City Manager represents and warrants that: he/she is legally and mentally competent to sign this Agreement; he/she is the sole owner of any claims against the City; he/she has the requisite capacity and authority to make this Agreement, and no portion of any existing or potential claims has been sold, assigned or pledged to any third party; and he/she presently possesses the exclusive right to receive all of the consideration paid in exchange for this Agreement. b. City Manager represents and warrants that he/she has not and will not file any complaints, charges or lawsuits against City or any of its past, present and future elected officials, department heads, officers, employees, agents, representatives or attorneys with any governmental agency or any court, including without limitation, any claim or matter of any nature whatsoever related to or arising out of his employment with or separation of his/her employment, except City Manager expressly reserves the right to file a claim for unemployment benefits. City Manager further agrees to indemnify and hold City harmless from any and all loss, costs, damages or expenses, including reasonable attorney fees incurred by City, arising out of any claim that may hereafter be made by City Manager or any other party. c. City represents and warrants that it has not and will not file any complaints, charges or lawsuits against City Manager with any governmental agency or any court, including without limitation, any claim or matter of any nature whatsoever related to or arising out of City Manager's employment with or separation of his/her employment with City. d. Each party is fully aware of the contents of this Agreement and of its legal effect and understands that it should obtain legal advice regarding this Agreement as they deem appropriate. The parties hereto and each of them, have carefully read this Agreement and know the contents thereof, and they signed the same freely and voluntarily. e. This Agreement sets forth the entire agreement between the parties and supersedes any and all prior agreements or understandings between the parties pertaining to the subject matter herein. No waiver of a breach of any provision of this Agreement shall be construed to be a waiver of any breach of any other provision of this Agreement or of any succeeding breach of the same provision. No delay in acting with regard to any breach of any provision of this Agreement shall be construed to be a waiver of such breach. If any provision in this Agreement is found to be unenforceable, all other provisions will remain fully enforceable. f. No promise or inducement has been made or offered, except as herein expressly set forth, and this Agreement is executed without reliance upon any statement or representation by any of the released parties or their representatives. g. The language of all parts of this Agreement shall, in all cases, be construed as a whole, according to its fair meaning, and not strictly for or against either party. Page 3 of 4 51493968 v1 h. This Agreement and any amendments hereto may be executed in multiple counterparts by the parties, or copied. Each counterpart or copy shall be deemed an original, but all counterparts together shall constitute one and the same instrument. 8. JURISDICTION This Agreement shall be governed by the laws of the State of Florida, and venue shall be in Duval County, Florida. 9. BINDING EFFECT This Agreement shall be binding upon and shall accrue to the benefit of the parties hereto, their respective heirs, personal representatives, successors in interest and assigns. IN WITNESS WHEREOF, the parties have executed this Agreement as of the respective dates set forth below and each hereby acknowledges receipt of an executed copy of this Agreement. On behalf of the City of Atlantic Beach, Florida: Curtis Ford, Mayor City Manager William Killingsworth Page 4 of 4 51493968 vi Date Date