25-082 Settlement Agreement between Pamela Wu and City of CupertinoAGREEMENT OF SEPARATION, SEVERANCE, AND GENERAL RELEASE BY AND
BETWEEN THE CITY OF CUPERTINO AND CITY MANAGER PAMELA WU
1. PARTIES
This Agreement of Separation , Severance, and General Release (hereinafter referred
to as the "AGREEMENT") is entered into by and between the City of Cupertino , a general law city
and municipal corporation (hereinafter referred to as "THE CITY"), and Pamela Wu , an individual
(hereinafter referred to as "EMPLOYEE").
2. RECITALS
2.1 EMPLOYEE was hired by THE CITY as an at-wi ll City Manager effective
August 29 , 2022 , serving at the pleasure of the City Counci l of THE CITY pursuant to a written
contract, a copy of which is attached hereto as Exhibit A ('THE CONTRACT"). EMPLOYEE is
currently over the age of forty ( 40).
2.2 THE CITY and EMPLOYEE desire that EMPLOYEE resign and enter into a
severance agreement whereby EMPLOYEE receives severance compensation in exchange for
executing a general release and waiver of any and all claims that EMPLOYEE may have against THE
CITY, including but not limited to its elected and non-elected officials , emp lo yees , attorneys , and
agents. Accordingly , the parties hereto intend by this AGREEMENT to mutually conclude any and
all employment relationships between THE CITY and EMPLOYEE by means of EMPLOYEE 's
voluntary separation as of June 6 , 2025. This AGREEMENT sets forth the full and complete terms
and conditions concluding EMPLOYEE's employment relationship with the CITY and any
ob li gations related thereto , including any provided under THE CONTRACT.
2.3 In accordance with this AGREEMENT and with applicable state and federal
laws , EMPLOYEE acknowledges that EMPLOYEE has been advised of EMPLOYEE's post-
emp lo yment rights , including but not limited to EMPLOYEE 's rights under the Consolidated
Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Employee Retirement Income
Security Act of 1974 ("ERISA"), and the Health Insurance Portability and Accountability Act of
1996 ("HIP AA ").
3. CONSIDERATION
3.1 EMPLOYEE shall receive payment to her at the time of her voluntary
separation all earned salary , accrued fringe benefits as detailed in THE CONTRACT, and /or all
other wage compensation/benefits owed to EMPLOYEE upon separation of employment as
required by law or THE CONTRACT or any other agreement with THE CITY.
3.2 In exchange for the waivers and releases set forth herein , THE CITY shall
also cause to be paid to EMPLOYEE current and additional eight (8) months of severance , alon g
with settlement and release payments totaling three hundred eleven thousand , eighty nine dollars
and fifty three cents ($311 ,089.53) in the form of checks made payable to EMPLOYEE to be
mailed to EMPLOYEE at EMPLOYEE 's home address via certified mail return receipt requested
within fifteen ( 15) business days after the EFFECTIVE DA TE (as defined below) of this
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AGREEMENT, as well as 8 (eight) months of COBRA benefits.
3.3 In exchange for the severance payment provided for herein , EMPLOYEE,
and on behalf of EMPLOYEE's spouse , heirs , representatives, successors, and assigns, and THE
CITY, including its predecessors , successors , assigns, officials , employees , representatives,
agents, insurers , attorneys , and all persons and entities acting by, through , under, or in concert with
any of them, and each of them , hereby releases , acquits, and forever discharges the other, from any
and all claims, charges , complaints, contracts , understandings , liabilities , obligations , promises ,
benefits , agreements , controversies , costs , losses , debts , expenses, damages , actions , causes of
action , suits, rights , and demands of any nature whatsoever, known or unknown, suspected or
unsuspected , which EMPLOYEE or THE CITY now has or may acquire in the future , or which
EMPLOYEE or THE CITY ever had, relating to or arising out of any act, omission, occurrence,
condition, event, transaction, or thing which was done, omitted to be done, occurred or was in
effect at any time from the beginning oftime up to and including June 6, 2025 (hereinafter referred
to collectively as "CLAIMS"), without regard to whether such CLAIMS arise under the federal ,
state , or local constitutions, statutes, rules or regulations, or the common law. EMPLOYEE and
THE CITY expressly acknowledges that the CLAIMS forever barred by this AGREEMENT
specifically include , but are not limited to, claims based upon any alleged breach of THE
CONTRACT or any other agreement of employment, any demand for wages , overtime or benefits ,
any claims of violation of the provisions ofERISA, COBRA or HIP AA, any alleged breach of any
duty arising out of contract or tort , any alleged wrongful termination in violation of public policy,
any alleged breach of any express or implied contract for continued employment, any alleged
employment discrimination or unlawful discriminatory act, or any claim or cause of action
including but not limited to any and all claims whether arising under any federal, state or local law
prohibiting breach of employment contract, wrongful termination , or employment discrimination
based upon age, race , color, sex, religion , handicap or disability , national origin , or any other
protected category or characteristic, and any and all rights or claims arising under the California
Labor Code or Industrial Welfare Commission Wage Orders, the Federal Fair Labor Standards
Act, the California Fair Employment and Housing Act, California Government Code §§ 12900 et
seq., the Americans With Disabilities Act, Title VII of the Civil Rights Act of 1964, and any other
federal , state, or local human rights, civil rights , or employment discrimination or employee rights
statute, rule , or regulation.
4. MUTUAL NON-DISPARAGEMENT
4.1 EMPLOYEE agrees to refrain from making any public or private
statement that would libel , slander or disparage THE CITY or any elected or appointed officials
or employees of THE CITY, and currently elected or appointed officials of THE CITY agree to
refrain from making any public or private statement that would libel , slander or disparage the
EMPLOYEE. Nothing contained herein shall limit or impair the ability of any party to provide
truthful testimony in response to any validly issued subpoena or unlawful acts in the workplace.
4.2 The Parties to this AGREEMENT acknowledge that a breach of the
covenants set forth in Section 4.1 will cause substantial harm to an aggrieved party. The Parties
further acknowledge that it is impossible for such harm to be calculated with any degree of
certainty. Therefore , the Parties each agree that any breach by a breaching party of the
obligations under Section 4.1 of this AGREEMENT shall entitle an aggrieved party to pursue
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appropriate injunctive relief and recover liquidated damages against the breaching party in the
sum of One Thousand Five Hundred Dolla rs and Zero Cents ($1 ,500.00) per breach , and the
aggrieved party shall have the right to reco yer reasonable attorneys' fees and other costs it has
incurred in any action to pursue rights or damages under Section 4.1 of this AGREEMENT.
5. DISCONTINUE INVESTIGATIONS
THE CITY agrees to discontinue any and all investigations into the conduct of
EMPLOYEE that may be underway , and to destroy or cause to be destroyed any and all
workpaper, notes , and reports of any such investigations , and to direct the independent
investigator to do the same.
6. SPECIFIC ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER
ADEA AND OWBPA
The Age Discrimination in Employment Act of 1967 (hereinafter referred to as the
"ADEA") makes it illegal for an employer to discharge any individual or otherwise discriminate
with respect to the nature and privileges of an individual 's employment on the basis that the
individual is age forty (40) or older. The Older Workers Benefit Protection Act (hereinafter
referred to as the "OWBPA," 29 U .S.C. § 626 et seq., Pub L 101-433 , 104 Stat. 978 (1990)) further
augments the ADEA and prohibits the waiver of any right or claim under the ADEA , unless the
waiver is knowing and voluntary . By entering into this AGREEMENT, EMPLOYEE
acknowledges that she knowingly and voluntarily , for just compensation in addition to anything
of value to which EMPLOYEE was already entitled , waives and releases any rights she may have
under the ADEA and/or OWBPA. EMPLOYEE further acknowledges that she has been advised
and understands , pursuant to the provisions of the ADEA and OWBPA , that:
(a) This waiver/release is written in a manner understood by EMPLOYEE;
(b) EMPLOYEE is aware of and/or has been advised of her rights under the
ADEA and OWBPA, and of the legal significance of her waiver of any possible claims she
currently may have under the ADEA, OWBPA and/or similar age discrimination laws;
( c) EMPLOYEE is entitled to a reasonable time of at least twenty-one (21) days
within which to review and consider this AGREEMENT and the waiver and release of any rights
she may have under the ADEA, the OWBPA and similar age discrimination laws ; but may, in the
exercise of her own discretion , sign or reject this AGREEMENT at any time before the expiration
of the twenty-one (21) days;
(d) The waivers and releases set forth in this AGREEMENT shall not apply to
any rights or claims that may arise under the ADEA and/or OWBPA after the EFFECTIVE DA TE
of this AGREEMENT ;
(e) EMPLOYEE has been advised by this writing that she should consult with
an attorney prior to executing this AGREEMENT;
0 13 3 7 0026 2008670.5
(f) EMPLOYEE has discussed this waiver and release with , and been advised
with respect thereto by , her couns11 of choice , and she does not need any additional time wi,thin
which to review and consider this AGREEMENT;
I
(g) EMPLOYEE has seven (7) days following her execution of this
AGREEMENT to revoke the AGREEMENT;
(h) Notice of revocation within the seven (7) day revocation period must be
provided , in writing , to THE CITY pursuant to Paragraph 8.9 herein , and must state , "I hereby
revoke my acceptance of our Agreement of Severance and General Release "; and
(i) This AGREEMENT shall not be effective until all parties have signed the
AGREEMENT and ten (10) days have passed since EMPLOYEE's execution ("EFFECTIVE
DATE").
7. UNKNOWN CLAIMS
In relation to the release provisions of Paragraphs 3 and 4 above , EMPLOYEE understands
that California Civil Code§ 1542 reads as follows:
"General Release -Claims Extinguished "
"A general release does not extend to claims that the creditor or
releasing party does not know or suspect to exist in his or her favor at
the time of executing the release and that , if known by him or her,
would have materially affected his or her settlement with the debtor or
released party."
EMPLOYEE hereby waives the protection of California Civil Code § 1542 .
8. WAIVER OF ADDITIONAL CLAIMS
EMPLOYEE hereby waives any provisions of state or federal law that might require a more
detailed specification of the claims being released pursuant to the provisions of Paragraphs 3 , 4 , and
5 above.
9. REPRESENTATIONS AND WARRANTIES
Each of the parties to this AGREEMENT represents and warrants to , and agrees with , each
other party as follows:
9.1 Advice of Counsel: The parties hereto have received independent legal
advice from their respective attorneys concerning the advisability of entering into and executing
this AGREEMENT or have been given the opportunity to obtain such advice . The parties
acknowledge that they ha ve been represented by counsel of their own choice in the negotiation of
this AGREEMENT, that they have read this AGREEMENT ; that they have had this
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AGREEMENT fully explained to them by such counsel , or have had such opportunity to do so;
and that they are fully awp re of the contents of this AGREEMENT and of its legal ffect.
9.2 No1 Fraud in Inducement: No party (nor any officer, age ht, employee ,
representative, or attorney of or for any party) has made any statement or representation or failed
to make any statement or representation to any other party regarding any fact relied upon in
entering into this AGREEMENT, and neither party relies upon any statement, representation,
omission , or promise of any other party in executing this AGREEMENT, or in making the
settlement provided for herein , except as expressly stated in this AGREEMENT.
9.3 Independent Investigation: Each party to this AGREEMENT has made such
investigation of the facts pertaining to this settlement and this AGREEMENT and all the matters
pertaining thereto, as it deems necessary.
9.4 Mistake Waived: In entering into this AGREEMENT, each party assumes
the risk of any misrepresentation , concealment or mistake. If any party should subsequently
discover that any fact relied upon by it in entering into this AGREEMENT was untrue , or that any
fact was concealed from it , or that its understanding of the facts or of the law was incorrect, such
party shall not be entitled to any relief in connection therewith , including without limitation on the
generality of the foregoing any alleged right or claim to set aside or rescind this AGREEMENT.
This AGREEMENT is intended to be, and is, final and binding between the parties, regardless of
any claims of misrepresentation , promise made without the intent to perform , concealm ent of fact,
mistake of fact or law , or any other circumstance whatsoever.
9.5 Later Discovery: The parties are aware that they may hereafter discover
claims or facts in addition to or different from those they now know or believe to be true with
respect to the matters related herein. Nevertheless, it is the intention of the parties that
EMPLOYEE fully, finally , and forever settle and release all such matters , and all claims relative
thereto , which do now exist, may exist , or have previously existed against THE CITY or THE
CITY PARTIES . In furtherance of such intention , the releases given here shall be , and remain , in
effect as full and complete releases of all such matters, notwithstanding the discovery or existence
of any additional or different claims or facts relative thereto.
9.6 Indemnification: EMPLOYEE agrees to indemnify and hold harmless THE
CITY or THE CITY PARTIES from and against any and all claims , damages , or liabilities
sustained by them as a direct result of the violation or breach of the covenants , warranties , and
representations undertaken pursuant to the provisions of this AGREEMENT. EMPLOYEE
understands and agrees that she shall be exclusively liable for the payment of all taxes for which
she is responsible, if any , as a result of her receipt of the consideration referred to in Paragraph 3
of this AGREEMENT. In addition , EMPLOYEE agrees fully to indemnify and hold the CITY
PARTIES harmless for payment of tax obligations as may be required by any federal , state or local
taxing authority , at any time , as a result of the payment of the consideration set forth in Paragraph
3 of this AGREEMENT.
9.7 Future Cooperation & Consultation fees: EMPLOYEE shall execute all
such fu1iher and additional documents as shall be reasonable , convenient, necessary or desirable
to carry out the provisions of this AGREEMENT. EMPLOYEE shall provide THE CITY with
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consultation services (including deposition or trial testimony) in any litigation involving THE
CITY which is reasonably related to ?cts or occurrences transpiring during her employment. s1id
services shall be provided as needed by THE CITY at a rate of $100.00 per hour. THE CITY shall
reimburse EMPLOYEE for reasona~le expenses incurred in providing such consultation servict s.
9.8 Return of Confidential Information and Property: Prior to the separation
date , EMPLOYEE shall submit a written inventory of, and return to the City Clerk, all City keys ,
equipment, computer identification cards or codes , and other equipment or materials or
confidential documents provided to or obtained by EMPLOYEE during the course of her
employment with THE CITY.
9.9 No Pending Claims and /or Actions : EMPLOYEE represents that she has
not filed any complaints or charges against THE CITY or THE CITY PARTIES with any local ,
state or federal agency or court; that she will not do so at any time hereafter for any claim arising
on any date up to and including the EFFECTIVE DA TE of this AGREEMENT; and that if any
such agency or court assumes jurisdiction of any such complaint or charge against THE CITY or
THE CITY PARTIES on behalf of EMPLOYEE whenever or where ever filed, she will request
such agency or court to withdraw from the matter forthwith.
9.10 Ownership of Claims: EMPLOYEE represents and warrants as a material
term of this AGREEMENT that EMPLOYEE has not heretofore assigned , transferred , released or
granted , or purpotied to assign , transfer, release or grant, any of the CLAIMS disposed of by this
AGREEMENT. In executing this AGREEMENT, EMPLOYEE further warrants and represents
that none of the CLAIMS released by EMPLOYEE thereunder will in the future be assigned ,
conveyed, or transferred in any fashion to any other person and /or entity.
9.11 Enforcement Fees and Costs: Should any legal action be required to enforce
the terms of this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys ' fees
and costs in addition to any other relief to which that party may be entitled.
9.12 Authority: Each party represents to the other that it has the right to enter
into this AGREEMENT, and that it is not violating the terms or conditions of any other agreement
to which they are a patty or by which they are bound by entering into this AGREEMENT. The
patties represent that they will obtain all necessary approvals to execute this AGREEMENT. It is
fmiher represented and agreed that the individuals signing this AGREEMENT on behalf of the
respective patties have actual authority to execute this AGREEMENT and , by doing so , bind the
party on whose behalf this AGREEMENT has been signed .
10. MISCELLANEOUS
10.1 No Admission: Nothing contained herein shall be construed as an admission
by THE CITY of any liability of any kind. THE CITY denies an y liability in connection with an y
claim and intends hereb y solel y to avoid potenti a l claims and/or liti gation and buy its peace .
10.2 Governing Law: This AGREEMENT has been executed and delivered
within the State of California, and the rights and obligations of the parties shall be construed and
enforced in accordance with , and governed by , the laws of the State of California.
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10.3 Full Integration: This AGREEMENT is the entire agreement between the
parties with respect to the sybject matter hereof and supersedes all prior and contempor1aneous oral
and written agreements and discussions. This AGREEMENT may be amended only by a further
agreement in writing , signe ~ by the parties hereto. 1
10.4 Continuing Benefit: This AGREEMENT is binding upon and shall inure to
the benefit of the parties hereto , their respective agents, spouses , employees , representatives ,
officials , attorneys , assigns , heirs , and successors in interest.
10.5 Joint Drafting : Each party agrees that it has cooperated in the drafting and
preparation of this AGREEMENT. Hence , in any construction to be made of this AGREEMENT,
the parties agree that same shall not be construed against any party.
10.6 Severability: In the event that any term , covenant, condition, provision or
agreement contained in this AGREEMENT is held to be invalid or void by any court of competent
jurisdiction, the invalidity of any such term, covenant, condition , provision or agreement shall in
no way affect any other term , covenant, condition , provision or agreement and the remainder of
this AGREEMENT shall still be in full force and effect.
10.7 Titles: The titles included in this AGREEMENT are for reference only and
are not pati of its terms , nor do they in any way modify the terms of this AGREEMENT.
10.8 Counterparts: This AGREEMENT may be executed in counterparts, and
when each party has signed and delivered at least one such counterpart, each counterpart shall be
deemed an original , and , when taken together with other signed counterparts , shall constitute one
AGREEMENT, which shall be binding upon and effective as to all parties.
10.9 Notice: Any and all notices given to any party under this AGREEMENT
shall be given as provided in this paragraph. All notices given to either paiiy shall be made by
certified or registered United States mail , or personal delivery , at the noticing party 's discretion ,
and addressed to the parties as set forth below. Notices shall be deemed , for all purposes , to have
been given on the date of personal service or three (3) consecutive calendar days following deposit
of the same in the United States mail.
As to EMPLOYEE:
At EMPLOYEE's home address on file with THE CITY.
As to THE CITY :
City of Cupertino
Attention: City Clerk
10300 Torre Avenue
Cupertino, CA 95015
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[signature page follow s]
und executed this Agrccmcn'9 ond the attorneys for Tl IE CITY and EMPLOYEE, if any, hnvc
approved ns to fonn os of the dates written below.
DATED :
DATED: __ b_/_~_(_"°_~_
ATIEST:
Kirsten Squarcia, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDE~ LLP
By : ________ _
Floy Andrews, Interim City Attorney
013)7.0026 20CS670.S
EMPLOYBB
By :
THE CITY OF CUPERTINO
By:
Liang Chao, Mayor
IN WITNESS WHEREOF, THE CITY has caused this AGREEMENT to be s1igned and
executed on its behalf by its Mayor and duly attested by its City Clerk, EMPLOYEE Has signed
and executed this Agreement, and the attorneys for THE CITY and EMPLOYEE, if any , have
approved as to form as of the dates written below.
DATED:
DATED: 616 12/'.(
ATTEST:
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
By: _________ _
Floy Andrews , Interim City Attorney
EXECUTIVE LAW GROUP, INC.
By: ________ _
R. Craig Scott, Esq.
0133 7.0026 2008670.5
EMPLOYEE
By:
Pamela Wu
THE CITY OF CUPERTINO
By: kt~-~
Liang Chao , Mayor