CC Resolution No. 22-090 approving the At-Will City Manager Employment Agreement between the City of Cupertino and Pamela Wu, and authorize the Mayor to execute the contractRESOLUTION NO. 22-090
A RESOLUTION OF THE CUPERTINO CITY COUNCIL
APPROVING THE EMPLOYMENT AGREEMENT BETWEEN THE CITY OF
CUPERTINO AND PAMELA WU, CITY MANAGER, AND AUTHORIZING
THE MAYOR TO EXECUTE THE CONTRACT
WHEREAS, the City Council desires to desires to appoint the City
Manager subject to the terms of the At-Will City Manager Employment Agreement
("Employment Agreement"), attached hereto as Exhibit A;
WHEREAS, the terms, conditions and provisions of the Employment
Agreement have been reviewed and approved by the City Attorney;
NOW, THEREFORE, BE IT RESOLVED that the City Council does hereby
approve the aforementioned Employment Agreement and authorizes the Mayor
to execute said agreement on behalf of the City of Cupertino.
BE IT FURTHER RESOLVED that this Resolution is not a project under the
requirements of the California Quality Act of 1970 and the State CEQA Guidelines
(collectively, "CEQA") because it has no potential for resulting in physical change
in the environment. In the event that this Resolution is found to be a project under
CEQA, it is subject to the CEQA exemption contained in CEQA Guidelines section
15061(b)(3) because the Employment Agreement would have no or only a de
minimis physical impact on the environment. Where it can be seen with certainty
that the action does not have the potential for causing a significant effect on the
environment, CEQA does not apply. The foregoing determination is made by the
City Council in its independent judgment.
PASSED AND ADOPTED at a regular meeting of the City Council of the City of
Cupertino this 19th day of July 2022, by the following vote:
Members of the City Council
AYES: Paul, Chao, Moore, Wei, Willey
NOES: None
ABSENT: None
ABSTAIN: None
Resolution No. 22-090
Page 2
SIGNED:
D
City of Cup
ATTEST:
Kirsten Squarcia, City Clerk
Date
Date
8/8/22
CITY OF CUPERTINO
AT-WILL CITY MANAGER EMPLOYMENT AGREEMENT
This AT-WILL CITY MANAGER EMPLOYMENT AGREEMENT ("Agreement") is
entered into and made effective the 29 th day of August, 2022, by and between the CITY OF
CUPERTINO, a general law city and municipal corporation ("City"), and PAMELA WU, an
individual ("Employee").
RECITALS
WHEREAS, it is the desire of the City Council of the City of Cupertino (hereinafter the
"City Council") to employ an individual to serve in the position of City Manager, which position
is prescribed by state law and the City's Municipal Code; and
WHEREAS , California Government Code Section 34852 provides that an ordinance
establishing a city manager form of government shall define the powers and duties of the city
manager; and
WHEREAS, the powers and duties of the city manager of the City are set forth in Section
2.28.040 of the Cupertino Municipal Code; and
WHEREAS, based on Employee's executive and administrative qualifications and ability,
the City Council desires to employ Employee to serve as the city manager for the City; and
WHEREAS, Employee desires to perform and assume responsibility for the provision of
city manager services to the City; and
WHEREAS , the parties wish to establish the terms and conditions of Employee's provision
of city manager professional services to the City through this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, City and
Employee hereby agree as follows:
AGREEMENT
1.0 EMPLOYMENT & DUTIES
1.1 Duties. City hereby employs Employee as City Manager for the City to
perform the functions and duties of the City Manager, as specified in the City's Municipal Code
and in the Government Code of the State of California, and to perform such other legally
permissible and proper duties and functions as the City Council shall, from time to time, direct or
assign, including but not limited to the following:
(a) To see that all laws and ordinances of the City are duly enforced and
that all franchises, permits, licenses, and privileges granted by the City are faithfully performed
and observed ;
(b) To control, order, and give i;lirections to all directors of departments
and to subordinate officers and employees of the City Utioer her jurisdiction through her department
directors, and to transfer employees from one deprutment to another;
(c) The services a.11d fa¢ilities of the City Treasurer .and the City Attomey
shall be made available to the City Manager to the same extent and in the same mc1nner that the .
services are avai11;1ble to the City Council;
(d) To appoint, discipline and dismiss any and all officers and employees
of the City except those elected by the electors of the City or whose appointment or dismissal is
denied to the City Manager under the laws ·of the state. The . power to appoi'nt given 111 this
p~ragraph does hOt include the power to create a new position except as provided under Chapter
2.52 of the City's Municipal Code~
( e) To . attend all meetings of the City Coundl unless ex.cused there [(om
by the City Council;
(t) To recommend to the City Council for adoption such measures ru1d
otdihan 9es as she deems necessary or expediei1t;
(g) To keep the City Council at all times fully advised ns to the financial
con4itions· and needs of the City;
(h) To 'prepare ancl submit to the City Council the annual budget and to
ad.minister it after adoptioi;i;
(i) To purchase or cause to be purchased all supplies for all of the
departm.ents or divisions of the .City. No expenditures shall be •submitted or recommended to the
City Council except on repprt and approval of the Cio/ Mana&er;
(jj To make _investigation into the affairs of .the Gity at1d any department
or division thereof and any Contrac t or the proper perfonnance of ~ny obligatfort rurtn1ng to the
City;
(k) To investig~te all complaints in relation to matters consuming .~he
administ:ra,tioh of the government of'the City an_d 1n regard to the services matp:taihed by .public
utilities in the City and to see that all franchises, permits, and privileges granted by the, City are
faitn~lly ob~erved;
(I) To execute · general supervision over all public buildiQgs, public parks ,
:streets, and other publi(;: property whlcb are under the contrql and jurisdiction of the City Council ;
(m) To devote her entire working time, thought, and energy to the duties
.and interests of the City~
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(n) To receive and open ail official mail and communications addressed
either tp the Mayol' or to the City Council;
(o) To make reports and initfote-.recommendations as may be d~sirable or
as reqt1ested by the City Councii; and
(p) To petfonn such other duties and exercise such other powel's as may be
delegated to her from time to time by ordinance, resolution, or other action of the City Council.
Employee ~hall devote her best efforts and full-time ahention to performance of these d\lttes .
1 .2 Work Sched11le. ~tis r~cpg~ized that Employee is expected to eh~~ge in
the hours of work 'tnal are necessary to fulfill Hie obligations of the position and must gevote a
great peal of time outside the nqr:mc1l office hours to the business of the -City. Employee
acknowledges that proper pe1fomtance of t_he qt1ties of Gjty Manager will requfre 'Employee to
generally observe non11al business hour~1 as set by City and as may ~be duly revised from time to
time , and will also o;ften n;quit:e. the perfonnaflce .of necessary services qutside t:>fnormal business
hours , without the option for an ~lteniative wor!c schedule that includes a regulady scheduk:d
Weekday off. Notwithstanding the foregoing , City w111 permit Employee such· reasonable ''time
off" as is custoi11ary for exempt employe~s of the City, s·o long as the time off does not interfere
with no1mal business. Employee's coh1pensat1on (whether salary or benefits or other 'allowances)
is not based on hours worked, and Employee shall not be entitled to ~ny compensation for
overtime.
J .3 Otbet Activities. Employee $lu~U focu~ her profe~siooal time, abiJity; and
attentipn to City business dur'ing th~ term. of this Agreement. Et:_i1pl9yee sh~ll not engage, withQut
the express , prior writte,n 'COf!Sen"t of the City Council, 'in ~tty othe,t l;>Usfo~ss d\lties-9r pur~uits
whatsoever, or directly or indirectly .render .any services of a busine~s, commercial, Qt prQf~ssio!lal
nature .to •any, other perSOJl or ~rgani~ati6n, whetherf9r compen~ation or 9therwise., that is _ or-may
be cotnpetitive with the City, tbat might cause a conflict of interest with the City or that otherwise
might intetfere with the. business ,or _operation of the City or the satisfactory peifonnance o'f the
functions µnd duties of the City Manager.
1 .4 Employment Status. l[pon appointment to the City ,Manager _position,
Employee. shail serve at the will and pleasure of the City CounciJ and understands that sne shall. be
an "at-wili;' employee, without recourse to demotion rights and 1:,hall be subject to summary
dismissal wl_thout .any rig·h,t of µotice or h~arl:ng, including any so-called due process pre -
tlisciplinary 'Skelly" heanng, except as e~pres·s1y pro~ided in this Agreement. the City Council
may tetin.inate Employ~e at any tim~ fo accordance with Section 3.4 below .
. (b) City Documents. All data, studies,_ reports, and other doc1;1ments .prepared
by Employee while -performing her du.ties d~ring tbe terrn of this Agreemertt ·shall be furnished to
and become the property of the City, without re~tric.tion or limitation on their use. All ideas,
memoranda, specifications, plans, procedures, drawings, descriptions, computer program data,
input record data , written information, and other materials eithei-created by or provided to
Employee in connection with the perfonnance of this Agreement shall be held confidential by
Employe~ to the extent permitted by applicable law~ except as may be required by any
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governmental agency or cotu1 of competent jurisdiction or by any obligB.tion to disclose such
materials under the California Public Records Act. Such t11aterials shall not be tlsed by Employ~e,
without the prior written consent of the City Council, for any purposes other than the petfonnance
of her duties . Additionally, no such materials may be cHsclosed to any person or entity not
connected with the performance of services under this Agreemebt, except as required by (a) law,
any governmental agency, (c) subpoena, or (d) a°' order issued by a court of competent
jurisdiction.
1.5 Exclusion from Competitive Service. Employee understands,
acknowledges, and agrees that sbe· is exempt from the City's personnel system and is subject to
Resolution No. 11-070, entitled "A Resoh.itioo of the City Council of the City of Cupertino
Amending the Appomted Employees' Coqipensation Program" ("Appofoted Employees'
Compensation Program Resolution"), as may be amended from .time to time at the sole discretion
of the City Council. In the event of a conflict between the Appointed Employees ., Compe!lsation
Prowam Resolqtion tind this Agreement, this Agreement controls.
l.6 FLSA Exempt Status. Employee agrees that her position is that of an
exempt employee for the p1,1rposes of the Fair Labor Standards Act.
2.0 COMPENSATION AND .RETMBYRSEMENT
2 .1 Compensation . For the serVices rendered pursuant to tl1is Agreement,
Employee's initial base annual compensation shall be Two Hundred Ninety-Eight Thousand
D91lars ($298,000.00) annually ("Salary'!). Employee's Salary shall be increased by the san'le
percentage and at the same .time any .discretionary across atl1e-board increase in base annual
c;:on).pen~ation granti::d to exempt ~anagement e!11ployees covered by the l)nrepre.setited
Employees ' Compensation Program prior to August i9, 2022 , Employee's Salary shall be pajq. on
a pro-rated basis biweekly at the same time as ~ther emp!oyees· of the City are paid. Such Salary
shall be adjusted for payro11 taxes, workers1 compensation, and other payroll-relat~d lia~ility costs
as detemuned by tbe City. -. -
2.2 Deferred Compensation. City shall provide to Employee the. same
deferred compensation plan tha:t may be provided to ot~er employees covered under ·the Appointed
Employees' Compensation Program, if any. E'niployee shall be solely responsible for making
contributi'ons to the deferred compensation plan, · ·
2.3 Annual Salary Review. TM City.Council and Employee agree to conduct
an annual sala1y review co11curreritly with the annu~l perfonnahce evaluation s¢t forth in s ·ectfort
5.2. Following the annual performance review, the City Council may increase the Employe~•s
~alary. A~y action t_o approve an incre!lse must be approved by a majority vote of the City Councii
at ~ regularly ·notlcect public meeting . The City Co1:1ncil and/or the Etttployee reserve the right to
defer or refuse any or all part of any base salary adjustment if either party determines that the fiscal
state of the City or any othet public policy cotisideratiort wartants such action.
3.o TERM
3.1 Commencement & Eftective Date. Employee shall commence her
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services hereunder at 12:0 I a.m Pacific St~mlai:d Time on August 29 , 2022 or Sl,.lch earlier date
upon which the City (;ouQcil and Employee lnay,rriutually agree. in either event such elate will also
be ,µeemed ,he effective date of this· Agre~IT1.eifr ("Effective Date?').
3.2 Tenn. Th.is Agreement shall r emain iu effec t from the Ef fective D~te
specified .at Section 3.1 and shall automatically expire seye jl (7) year~ ,th,er~after, unless thfa
Agreement is terminated prior to th~t date pursuant to Section '.1.3 Qt Sectioh '3.4.
3 .3 Termination by Employee .. Employ~e may tynnhtate this Agreeoien~ at
any time , provided E1nploye~ provides the City Council with at l~ast thirty .(30) ~lays' .iidvanc~
written. t10tice prior Jo the effective date . pf tennination, unless a shorter period is acceptabli; to
Coundl. In. t\)e event Employee tenninates this Agreement, Employee expressly agrees that she
shall not be entitled to any severance pay .
3.4 Tennination. by City. The Cjty Counc.il may by m~jority vote terminate
this Agr~ement at any time with .or with<;5ut cause, by providing wtitten notice of the r~as Qn.(s).
The C::ity Council's-right to t~nninate Employee pur~uant to this Section 3 ,.4 sball not ·1:ie subject ~Q
or in ml)i way li'ni itetl by the Adinioistrattve RtJles and Regulations of tile Personnel Code
("Personnel Rul,es") or p<!st City ptac tice.s relatec;l. to tl!e ~mployment, disciplin¢; or termination of
the City 's· employees . Nothing herein shall be co)lstrued to create a prope11y interest where one.
does hot exist by .ru le of law in the po sit ion of Ci ty Manager, Upon appointment to the City
Manager ,posjtioll ; .Employee will be a.t1d ·will temt!ip an at-wJII employee serving atthe pleasure
of the City Counci L
(aJ Terrnii1atioh -~X City , for Cause . The Clty Council n'l.ay terminate this
Agreemeht,for ~aus'e at aiiy time by prov1dihg Enip]oyee .with :fi ve (5) busine~s days ' written notice
ofthe termina t iqb for c&use and the facts and grounds <;:o~stitut-ip.g suc}l c;ause. ·Forp'urposes of this
i\gi:e¢ment, tb~ t~nn "cause" ~ha]l be define'd t~ include any mis<;:onduct · ma!erially r~lated to
perfotiliance of offi¢i~l ·duties~ inclu;dihg bu t hot be limited to 1lny of,the following: (I) btea,ch of
.this Agreeme11t~ (2) violation of the City's Municipal Code, ordiiiances. rnles; and regulations,
including bµt not]tmi ted tQ the C1.ty'$ Personnel 'R..ules; (3) wilifuJ or persistent material b,reay'h or
n~glect of <;luti~s; ( 4) resume fraud or other acts of material' dishonesty; (5) insubordination (which
shall be c;Iefined as· a repeated faihfre to c,!rryout a d1rective or directives of the City Council made
by the City 'Cott!lcil as a body); (6) corrupt or willful misconduct in office; (7) conviction of a
ttjisden'leanor jnvolving moral turpitude-(1.e .. , offens~s contrary to justlce, hone$'ty, or tnorality) or
convictio.n of a felony under Cali(omia 1aw; (8) willful destruction Qr misuse of City property5 (9)
habitual intoxi~a~ion 'while on fh.1.ty, whether by alcohol , prescription qrugs, or non-prescription
drugs · where th ey are being 1,isea fn a manner not authoiized oy Employee's treating physician ;
tI O) use or poss~ssioti of illegal drugs; () l) inexcusable absence without an aµthorize<;l 1~ave of
absence; (12) willful political activity 'involving the suppoii of cand'idates'1 for the City· Council·
(13) theft or attempted theft; (14) financial mism~nagement; (15) material dish<;>n~sfy; '(16)',willful
violation of federal, state, or City discrimination and harassment laws concerning either members
of the general public or City's employee(s) while a<;:ting in the course and scope of ~mployment
arid/or whil~ on City premises or time; ( 17) willful and unlawful retalialion. against any City officer
or employee or member of the gerrera1 public who in good f~it~ reports, discloses, divulgf)s , or
6fherwise 'brings to the attention of any approp'riate authority any facts or irtfom1ation relative to
achtal or suspected violations of any law occurring on the job or related directly thereto ; ( L8)
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willful violation of any conflict of interest or incompatibjlily bf office la'\1/s; ( 19) perfonnance of
material outside business interests -that conflict directly with the acfivi.ties and duties as City
Manager-, b_ut not in~h.iding educational or profess·ional training programs -conducted by Employee
whethet for personal financial gain or not; (20) refusal to take or subscribe to any oath or
affinnatioh which is required by law; (2 l) engaging in conduct tenditlg to bring e~nbarrassment or
disrepute to City; (22) any illegal or unethical act involving personal gain; (23) "abuse of office or
position" as defined in Government Code § 53243.4 (i.e ,, waste, .fraud, and violation of the 1aw
under ~9_lor of authority and crimes against public justice;, including crimes involving bribery and
conuption); or (24) any similar cause. For any of the foregoing, the City Council may, in its
discretion, place Employee on paid or unpaid ?,dmili.istrative leave until resolution. If the City
Council tem1inates for cause this Agreement ·and the services of Employee hereunder, then City
s~all have no obligatfon to pay severance ,
(b) Termination by City Council Without Cause. The City Council may
tem1inate Employee at any time \.vitbout cause but rather based upon management re{lsons,
including but not limited to: (i) cli~nge of administration or (ii) incompatibility of management
styles. ln the event Einployee is terminated without cause, such action shall be provided and delivered
to the Employee in Wiiting . Employee further expressiy agrees that she sh!i.11 not be entitled to any
severan:ce pay as the result of the termination ·of this Agreement except as provided in Section 4.1
below.
3.5 Announcement of Separation. Iri the event that Employee ·ptovideS''notice
of intent to terminate this Agreement pursuant to Section 3.3, City and Employee shall. work 'in
good faith to prepare a joint press release or statement, the <;:ontents of which shall be mutually
agreeable to City and Employee, for release wi.thin .five (5) calendar days of delivery of notice of
a party's intent to tenninate, and shall defer ll!a~ing any pubJfo ·comment;; regardi11g the
tetminat.ion of the Agreem~nt prior to 'the . re]e<1s~ of .the .agr~ed~upon statement. The joint press
release-or statement shall not contain any information thai -is _disparaging to either party ; Should
the parties be unable to agree upon a joint press release or statement -within five (5) hours, City
res¢rves the right to issue mulat~rally a press release or statement, which shall pot .cont~in any
infonnatiop that 1s, disparaging to Ell'lployee.
3.6 Waiver ·of Certain Discipline and Tenn1nation Rights. Employee may
have under the California or Un~ted States constitutions rights to a nam_e-dearii;ig hearing.
Employee expres~ly waives a,ny rights· afforded under City's p_ersonnel syste~ or policies. and any
rights afforded to Employee under fhe Cupertin_o Municipal Coge (includin_g Chapter 2.52) or
u~der st~te _or federal law, including Govem~ent Cod~§_ 54~50 et s~q. ('1Brown.Act"), to any _fo_rtn
of pre-or post-discipline.or termination hearing, ~ppeal, <>r otber administrative.process pertaining
to discipline or te1mination. Such rights waived under this Section 3.5 include the right undet the
Brown Act (Government Code .§ 54957(b)) to. have con1_pl.~,ints or charges against an employee
heard in; a public session upon EmJ:?loyee's request.
4.0 SEVERANCE
4. l Severance Pay. If the City Council terminates Employee without cause and
Employee does not challenge such termination, inclucling bqt hQt limited to by means of appear or
civil or administrative claim, then City shall pay to fanployee severance in an amount equ'al to her
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monthly base salary (as defined in Section 2 , I above ; calculated on a per diem ba$is), then in c.ffect
multiplied by twelve (12)_1 less i'J.pplicable_ deductions and excluding deferred cQmpensation or the
value of any other benefits ,
Notwithstanding the foregoing, Government Code § 53_260 provides that all contracts of
employm~n,t with~ cjty must iri.clµde a prov-Jsion limiting the marjnmm cash settlement for the
tent1ination of the corin:a,ct, to the 111onthly .s_alary (e>;cluding benefits) inultiplied by the number of
nii:mth$ left on the_ ti"nexpired term, but not m9re than 18 months if the µnex_pi,red term exceeds 18
month~--Accordin_gly, $h6Uld s\1ch proposed -severance payment exceed the ~ount authorized t()
be paid under Govemlnent Code.§. 53260 , then tqe amciunt P?-ld to Empl9yee shall b~ reduced i,n
the amount necessary to comply with sµch st!:ltute (for exa1riple, if termination occurs with two (2)
months left in the term, seve1ince would b'e . eqqal to the 111onthly base-salary nutltip}ied by two (2)
rathet than the six (6) months ~therwise. pr9vided by this Secti9n 4.1.).
4.2 No .Severance Pay if Tennin•ation for Cause or Tem1ination by Employee .
As provided in Section 3.4(a), should Employee be teri:ninated for c~use, City shalt have no
obligation to pay the severance provided for in Se.ction 4.1 .above. As provided in Section 3.3,
should Empl9yee terminate this Agreement, City shall have nQ obligation to pay the severa11ce
provided for in Section 4. l ~hove . -
4.3 Sole Rights. The severance rights provided in this Sectioh 4.0 .shall
<;oostitute tbe sole ~~d tmly entitlement of Employee with respect to seve,rance pay in the even.t of
the terniinatiqn, othe.r than for oau§e. Empioy~e ~i<pressly waives any and aJl other right~ with
re~pect to severance pay e~c~pt as provided ber¢in. Any and all severance riglit.& are condifiQned
\i,P0.11 and il.1. consideration, 'fo.r ¢?Ce.cuJion qf the stanq~rd ''Agreement of Separation, Severance, ahd
.Qeneral Relea$e'~ attached lwreto in 'form cmly a~ E~hib1t A. ·
5.0 PERFORMANCEEVALUATIONS
5. I Purpose. The perfonnance revie\v .-and ·evaluation process set forth herein
is iQtepded t9 pi;ovtde t¢v.lew and feedback ·to Employee -so as to facilitate more effective
ii\atiagemeht of the City. Notbipg her:e1n shail lie deemed ,to alter .or change the employment status
of Employee (a~ set forth in Section 1.4 abo~e), nor sh~tl this_ Ss:ctiqn 5.0b.e construed as requit~g
"cause'1 Jo tet,niinate this Agree-mentor the s~rvices of Employe~ hei-eunder.
5.2 Performance Evaltiations. The City Council will endeavor to review and
evaluate the performance of Employee on a quarterly basis, or on any other schedule agreed upon
by Employee ·and the City, Counc;:il. In addition, th~ City Council will conduct an annual.
perf01mahce review · ancl evaluation of Employee in August of each year beginning in 2023 ,
concun·ently with an amnial salary review , Any perfonnance rev·iew (quarterly, annual, or
otherwise) will be conducted in ac·cordance wlth the , pU!JJOSe noted ]11 Section 5: I above, and · wilJ
·be based on specific criteria developed by the City Cotmcil 'after consultation with Employee. Such
criteria m~y be modified as the City Courtcil may from ti~ie to tune determine, in ·consultation with
the Employee.
SJ Written Summary'. The City Cou['\cil may, at . its sole discretion, elect to
provide a written summary of each perfotinahce evaluation to Employee within two (2) weeks
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following the conclusion of tbe review and evaluation process~ and may , ~tits discretion, schedule
at kast one (1) closed personne1 session with Employee to deliver and discuss the evalu.ation.
6.0 BENEFITS
6.1 Automobile Allowance. City shall reimburse Employee for the use of her
personal automobile for official City busi'ness a~ th~ rate of Five Hundred Dollars ($500.00) per
month. The car allowance and parking expense reimbu_r~ements authorized by this Section 6. i shall
constitute full compensation for arty and affexpensesrelated to the operation and maintenance of
Employee's vehicle for City purposes . Employee shall maintain throughout the tenn of this
Agreement automobile liability insurance in an amo ·unt not less than Five Hundred Thousand
Dollars ($500,000.00) for bodiiy injuxies or death of one person and Fifty Thousand Dollars
($50,000.00) for property damage arising from one accident. Employee shall provide City w"ith
evidence of such automobile lfability' insurance coverage, to consist ofa certificate of insurance or
a copy of the insurance pollcy.
6.2 PERS. ~mployee is a nclassic~1 member of CalPERS and shall participate
in tbe City's 2% at 60 formula subject to the terms and conditions i.J.i the Appointed Employees'
Compensation Program.
6.3 Sick, Vacation and Holiday Leave. Employee shall accrue vacation leave
at a rate of 192 hours annually, with a maximum accrual of 352 hours . Employee shall otherwise
receive sick, vacation, and holiday leave at the same level as ail full-time employees, subject to
the tenns and conditions in the City's Peri;onnel Rules as amended from time to time, based on the
same terms and conditions applicable to management employees coveted by the Unrepresented
Employees' Compensation Program. Sick leave shall bave no cash out value upon Employee'i,
separation from the City .
6.4 Administrative Leave. Employee shali accrue aclJninistrative leave as time
off froJTI work, instead of pay or compensatory leave credit for ovett~e work ;. at the rat.e of e·ighty
(80) pours per yea~, subject to the term~ of the Appointed Employees' Compensation Program.
ED)pl9yee may elect a buy~>Ut of administrative leave tim¢ one~ per year at a time dete1J11ined by
City . Upon Employee's separation from City service for any reasbn, the City sbalf compensate
Employee for any accrued administrative leave. The value of accmed administrative ieave shall be
calcµlated using Employee's prevailing pay rate on the date of Employee's separation from City .. \ service.
6.5 Professional Dues and Subscriptions . City agrees to pay for professional
dues and subscriptions of Employee dir~ctt,y related to her duties as City Manager,. incl~ding but
not limited to TT1embership in the ~temational City Management Associatfoii ("ICMA"), th¢
California City Management Foµndation ("CCMP'), the League of California Cities, the A.therican
Plannfog Association ("APA''), and the Urban Land Institute ("ULI''), provided the City Council
has made provisions for such costs in the annual budget.
6.6 Professional Development. City hereby agrees to pay travel an(i
subsistence expe~ses of Employ~e for professional and office travel, meetings, and occasions
adequate to continue the professional development of Employee and to adequately pursue
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necessary official function~ fo r the City. including but no t limi ted to city manager associations and
6th~r such national,, ;r eg1onal , ·state1 anp local govemrnent groups µhd cQmmittees on whi<;:h
Employee, serve;; as ~ nwmbt:;r, -provide9 .that the City C6oncil bas rilade prov1sio1fs for su~b cqs1~
in the aimual budget. City also agrees fo p~y tuition, !ravel , anq subsistence expenses of Employee
for c<;>li!'ses , instit1,1t¢s, ahc;I .s¥1rrinar~ that are . necessary for her _prc:,fessio!lal cleveloptnent ano the
good of the City, provided that the City Council has provided fQr ,samejn the ·annual bucf$et.
6.7 Expenses. Et11ployee _shall be entitled to reimbursement for all reasonable .
e;-tpehses· neces $arily i11c(iq¢9 by her in the perforrpance QT her autie.~· µpon pre~ent ~tton of
vouchers indicating the amount and purpose tb.ereof, a11,d further provid~d'that .such e!<penses are
in accordance ·,vitl1 policies established from time to time by City iind consistent with 'buµgel
approved by the City Council for that jmrpose du ring the term of this Agreement.
6.8 Housing Assistahce .. :Employ~e-may ~le¢t to 1:ece·ive }fo1_.1sjngAssist1111ce
in accorda11ce with the City's I;lqusing Assistance Progtam fot App9inted $i.nployees and
Deparfment Heads. Resolution No. !5~092; in effect as of the execution date of this .Agreement~
which 'is subject to approval by the City Council.
q.9 O~her Ber1efits. Except as ~xpressly provided in this Section 6 .0,
Employee shall be entitled to receive benefits as provided for under the Appointed Employees
Compensation Program , as atnended from time to time , which presently co11sist ,of1 but are not
'litntted io, r~tirement benefits, hea1th cover;:lge, life insurance,. di;ability insurance, Cupertino
sports c;1ub rnembersnip , floating ho li days, atid holidays. These \,)enefifs.are.subject to modific;:atioh
during the cours·e of this Agreement at th~ $Ole and absolute discretion of City .at such ti.Ille~ a.nd
to snch ex;t,ent as :City may .dee111 appropriate; provided, however; thei-¢ Shill be no reduction 'in
benefits unles$ City impleme'rit$ the -.sa1Ue r;eductioQ of b~n¢fits to ai l otiwr empioyees covered
un.d~r the Appoint~~ £mployees' ,Conipensation Program_; and furth~r proviaed t1n1t i.ti the. event
·of,a cqn°Nct be~~e9 the ApP9inted Ehiploy~es ' Compensation -Program and tlli~ A,.greem~11t, this
Agreemeilt ·shatl cpnfrol. ·, • · ·
7.0 BONUS ~ND TNDEMNTFICATipN
7.1 ltidemnification. To the extent mandated by the CalifomiaQovefnment
Code, City shall def~11d,-h~ld haqpl~ss ; and mdet11nify Employee against ~~y tort, .profes~ional
liability, claim :or demand, ot oth¢rlegal action arisingout of an alleged act or omission occurring
in theper.fohriance ofE~ployee'~ s~rvj~es utiger this Agre~ment. T~is Section 7.I shall not apply
lo any intentiol}l:11 t01t or crfrne co,mmi.tted 1,y E!]iployye, to anY 11.ction outsic!;e the coursec!t1d $cope
of' the servt'pes provid¢d by Entployee under thii Agreement, ur 'to any other intentio11a1 or
malicious conditet or gross negligence of Eniployee.
7.2 Bonds. City shall beat the full cost of any fidelity or other bonds , which
may be required in the pe1formance of Employee 's -s ervices under this Agreemeu~.
8.0 GENERAL PROV~SIONS
8.1 Entire Agreemeht. This Agreement represents the entire agreement
between the pa1tic,s ~nd supersedes any and all other agreements, either oral or io wrlting, between
9
Lhe . parties with respect to Employee's employment by City and contains all bf the covenan~ and
agreements between the parties with respect to such employment. Each party to this Agreetneht
acknowiedges that np repr~sentatipns, inducements, promises, or agreements, orally or otherwise,
have been made by eithet party or anyone aqting on behalf of ei~er party, which are not embodied
herein, and that no other agreement, -statement_, or promise not contain~d in this Agreement shall
be valid ot binding i.1pon either party.
~.2 Amendment. This Agreement may be amended at any time by the mutual
consent of the parties by an instrument in writing, which amendment shall r equire approval by the
affirmative vofe of at least three (3) members of the City Council.
8.3 Notice: Any notice required or permitted by this Agreement shall be in
writing and shall be personally served or shall be sufficjently given when served upon the other
party as sent by United States Postal Service, postage p· epaid an(,l addressed as follows:
'To City:
City of Cupertino
Attention: City Clerk
I 0300 Torre Avenue
Cupertino~ CA 950 J 4
To Employee:
J>amela Wll
[On file with Human Resources Dept.]
Notice shall be deemed given as of the date of personal servke or upon the date of deposit in the
course of transmission With the United States Postal Service.
8.4 Conflicts Prohibited. During the term of this Agreement, Employ~e shall
not engage in any business or transaction .or maintain a financial interest whicJ1 cc,>hflicts or
reasonably might be expected to conflict with the proper discharge of Employee's duties 1.1nder
this Agreement. Employee sball cqmply with all requirements of law, jncludir;tg l;,ut not limited to
Secti\:m 87100 et seq., Section I 090, and Section 1125 of the Government Code, and all other
similar statutory and administrative rules . Whenever.atty p9te.Qtial coriflict arises or may ,appear to
arise, the obligation shall be on Employee to seek legal advice concerning. whether such conflict
exists and Employee's obligations.arising therefrom.
8.5 Effect of Waiver. The failure.of either. party to insist on strict cpmpliance
with any of the terms, covenants, or conditions of this Agree111ent by the otlter party shall not be
deemed a waiver of tha~ term, covena11t , or condition, nor sb!dl ·any waiyer or relinqui~hment of
any right or power at any one time or times be deemed a waiver or relinquishment of th~t right or
power for all or any other times.
·8.6 Partia11nvalidity. If any provisiQn in .tbi~ Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall
nevertheless continue in fu11 force without being impaired or invalidated in any way.
8.7 Governing Law: Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of C~lifoQliil, and the parties agree that venue
for any action arising out ofthis agreement shall be in Santa Clara County, California.
10
8.8 Mandatory Government Code Provisions. Government Code §§ 53243 -
53243.4 require that contracts between. local age11cies and its employees incl ~1d~ pr9visions
requiring an employee who · is convicted of a crime .ilw9lving an abuse of their office or position
to provide reimbursement to the local agency for the following fmms of payment: (i) p•aid leave
salary; (ii) criminal defense costs; (iii) cash settlement payments; and (iv) any non-contractual
settlement payments . Accordingly, the Parties agree that it is their mut ual intent to fully comply
with these Government Code sections and all otl1er applicable law as it exists as of the date of
exe;:cution of this Agreem~nt and &s such laws may be amended from time to tin1e thereafter.
Specifically, the following Government Code sections are called out and hereby incorporated by
this Agreement: , ~-
·§ 53243. Reimbursement of paid leave salary required · upon convicfion of crime
involving office or p9sition.
§ 5324~. I. Reimbur~ement of legal criminal defens€ u pon :~or:rv-iction • of critrie
involving office or position.
§ 53243 .2. Reimbursement of cash settlement upon conviction of crime involving
office or position .
§ 53243.3. Reimbursement of non contractual payments upon conviction or crime
involving office or position.
§ 53243.4. "Abuse of office or position" defined.
Employee represents that Employee has reviewed, is familiar with, and agrees to comply fully with
each of these provisions if any of these provisions an~ applicable to Employee, includ_ing tlu~t
Employee agrees that any cash settlement or severance related to a termination that Employee may
receive from City shall be fully reimbursed to the local agency if Employee is convicted of a crime
involving an abuse of Employee's office or position. The Government Code provisions referenced
in this Section '8.8 are attac11ed hereto in Exhibit B.
8.9 Independent Legal Advice. City and Employee represent and warran,t to
each other that each has received legal advice from independent and separate legal counsel with
respect to the legal effect of this Agreement, or had the opportunity to do so, and City and
Employee further represent and wan-ant that each 11as carefully reviewed this entire Agreement
and that each and every tenn thereof is unqerstood and that the terms of this Agreement are
contractual and not a mere recital. This Agreement shali not be construed against the party or its
representatives who drafted it or who drafted any portion thereof.
Ill
[signature page follows]
II
IN WITNESS WHEREOF, the City of Cupertino has caused this Agreement to be
signed and executed on its behalf by its Mayor, and duly attested by its officers thereunto duly
authmized, and Employee has signed and executed this Agreement.
CITY OF CUPERTINO
A Municipal Corporation
By:C?~ • :!:____,CJ
Darcy Paul ('6
Mayor, City of cu'i>eFti o
Date: 7 /rz.. f /-zo Z Z,.
APPROVED AS TO FORM:
Chnrto!Jhet J) I le!t{tl!
Christophe r o /Je nse n {Jul 25, 202213:17 PD T)
Christopher D. Jensen
City Attorney
ATTEST:
Kirsten Squarch1.
City Clerk
Date: r /i t I 2..:z_
12
PAMELA WU
An Individual
Date: Jul 11, 2022
EXHIBIT A
{FORM OF] AGREEMENT OF SEPARATION, SEVERANCE, AND GENERAL
-RELEASE
l. PARTIES
Th:is Agrc·cm·ent of Sepafil.tion, Severance, and General Release (herejnaft;er referred to as the
"AGREEMENT'') is ¢ritered into by and between the City of'CuJ?ertino, ~ general law s;ity anp
1nunicipal corporation (hereihafte,r referred tQ ~s "THE CITY''), and _ an individual
(hereinaftt?r refetTed lo' as ''EMPLQYEE").
2. RECitALS
2.1 . EMP.LOYEE was hired py THE CITY as an at-will City M'°!nager effective
_____ servi11g at the ple~sure of the City .Council Qf THE CIT'.Y pmsuaot to a wr'itten
contract, a c9py of which i~ attached hereto as Exhibit A ("THE CONT~ACT;'). EMPLOYEE i's
currently_ years old ..
2.2 , THE CJTY ,~nd EMPLOYEE-desire that EMPLOYEE r esign and enter into ~
severance agteement whereby EMPLOYEE receiv~s seyet'aii'ce compen~ation in exchange for
executing a general release and waiver of any 1;1nd all dai01s that EMPLOYEE may have against 'IJlE
CIT:Y, including but not limited to jts elected and non-elected official~, empl9yees, attorneys_, and
agents. Accordingly, the parties hereto iI)tend. l;>y· this AGREEMpNT to mutually <;:9nclµde any and
all emplqytnent relatio.rtsbips b'etween THE .CITY, a1~d EMPLOYEE by ' means of EMPLOYEE/ s
voluntary separ~tion as of . __ , _. Thi$ AGREEMENT se _ts forth the full and complete Jenns
and conditions • concluding EMPLQYEE's •ei:uployrnent -relationship w'ith lbe CITY and ahy
obligat1ons related thereto, includi!lg f!nY provicleci under THE CONTRACT. ·
2.3 in .~ccordance with thi!\-AGREEMENT and.with .applicable -state ahd fed¢r~I
laws , ':EMPLOYEE :ackn9wledges 'that EMP..LOYEE has beeo advised' of EMP.LOYEE's post-
employm_ent rights , _in~luding bat not 1iniite~ to EMPLOYEE'S tights und~r the Consoiitlated
Omnibus Buµget Reconciliation Act of 1985 ("COBRA"), the Empioyee Retifement fncome Secmity
Act of 1974 ("ERISA"), and the f!e_alth Insurance Portabiltty and Accountability Act of 1996
("tIIP AA").
3.. 'CONSTQERA 'l'TON
3 I EMPLOYEE shall recejV.e payment to him/her .at the time :ofh.is/.hel' v.oluntaty
separation all earned' salary, accrued fringe benefits as.detailed i'n Tf{E CONTRACT. and/or all othet
wage c;ompensation/benefits·owed to EMPLOYEE upon separafion of employme11t, as required by
law or THE CONTRACT or any ot1rer agreement with THE CITY.
3.2. In e~change fotthe waivers and releases set forth herein, THE CITY.shall also
cause to be paid t6 EMPLOYEE an additional compensatory payment by means ,of severarrce,
settlement and release in the form ot' a lutnp sum amount of __________ and
I
cents ($ ___ .00), as set forth in THE CONTRACT in the fonn of a check made payable to
EMPLOYEE to be mailed to EMPLOYEE atEMPLOYEE's home address via certified mail return
receipt requested witl~in thirty (30) business days after the EFFECTIVE DA TE (as defiped below) of
this AGREEMENT.
3 .3 In exchange foi · the severance payment provided for herein, EMPLOYEE, and
on behalf of EMPLOYEE's spouse, heirs , representatives , successors , and assigns·, hereby releases ,
acquits , and forever discharges THE CITY, and each of ,ts predecessors, snccessors, assigns, otlicials,
employees, representatives, agents ~ insurers, atforneys, and all persons and entities acting by, through,
under, or in concert with any of them, and each of theni (hereinafter refen-ed to as "THE CITY
PARTIES"), from any and all claims , charges, complaints, contracts, understandings~ ljabiiities,
obligations , promises, benefits, agreements , controversies, costs, losses , debts , ~xpenses, damages,
actions, causes of action, suits, rights, and demands of any nature whatsoever, known or unknown,
suspected or unsuspected , which EMPLOYEE now has or may acquire in the future , or which
EMPLOYEE ever had, relating to or atising out of any act, omission,. occtmence, condition, event,
transaction, or thing which was done, omitted to be done, occurred or was in effect at any time from
the beginning of time up to and including ____ , __ (hereinafter refe'rred to collectively as
"CLAIMS"), without regard to whether such CLAIMS arise unqer the federal, state, or local
constitutions, ~tatutes, mies or regulations , or the common law. EMPLOYEE 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 clair'ns of violation ·ofthe provisions of ERISA ,
COBRA or HIP AA, any alleged breach of any ducy arising out of contract or tort, any alleged
wrongful termination in violation of public policy, any alleged breach of any express or 'i mplied
contract for continued employment, ·any alleged employment discri_minadon or unlawful
discriminatory act, or any .c;:laim or cause of action including but not limited to any and all claims
whether arising under any federal, state, or loca·1 law prohibiting breach of erop)()yrrtent contrac~,
wrongful termination, or employment discrimination based upon age, race, color; $ex, religion,
handicap or disability, national origin, or .any other prote~ted c~tegory or ¢haracteri~tic, and any and
all rights or claims arising under the California Labor Code or Industrial W¢1fare Commission Wage
Orders, the Federal Fair Labor Standards Act, the California Fair Employment .and Housing Act,
California Government Code§§ 12,900 et seq.; tl1e Americans With Disabilities Act, Title VII of the
Civil Rights Act of 1964, the . Public Safety Officers Procedural Bill of Right Act, and any other
federal , state,. or local human rights, civil rights, or emplo_yiu~nt discrimination or employee rights
statute, rule, or regulation. · ·
4. 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 ~my 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 olcl,er. The-Older Wor~ers 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 ~ny right or claim under the ADEA, unless the
waiver is knowing and voluntary. By ~fitering into this AGREE~T, EMPLOYEE
acknowledges ~hat she/he knowingly and voluntarily, for just compensation in addition to anything
2
of value to which EMPLOYEE was already ~ntitled waives , ari.d releases ahy rights he/ he may
have under the ADEA and/oc OWBPA EMPLOYEE farther ~ckpowlegges that he/she has been
advised and understands, pursuant to the prpvisio1is of the ADEA and bWBP A, that:
(a) This waiver/release is written in a manner understood by ~MPLOYEE;
(~) EMPLOYEE is a war~ of and/or has been advised Qf his/}1er ,rights under t!1e
ADEA and OWBPA , and of the legal ~igni.ficance of his/her waiver of any possible claims he/she
currently may have ulld\;:t the ADEA ; OWBPA and/or similar age discrihuriation law$;
(c) EMPLOYEE is entitled to a reasonable time of at least twenty-one (21) qays
within whkh to review aud consider this AGREEMENT and the waiver and relea$~ of any Tights
he/she may have under the ADEA, the OWBFA anifsimilar age discrimination laws; but m4y, in
the exercise of his/her own discretion, sign or reject this AGREEMENT at any time before the
expiration of tlw twenty-one (21) days;
(d) The waivers and releases set fotth in this AGREEMENT shall not appfy to
any 1igbt$ <;>r 9lai.tn$ that may ~rjs~ urH;ler the ADEA and/or OW8PA after the EFFECTNEDATE
of this AGRE.EMENT;
(e) EMPLOYEE has b¢en ·advis~d by this Writing that he/she should consult
with an attorney prior to executing this AGREEMENT;
(f) EMPLOYEE has discussed tb.iswaiver and release With, and b¢en aclv1sed
with respect thereto by 1 bis/her counsel of choice, and _be/she does not need any additionil time
with.in which to review and consi.der this AGREEMENT; ·
(g) EMPLOYEE has se.ven (7) days following his/ber e~ecutic)ii Qf this
AGREEMENT tQ revoke the AGREEMENT;
(h) 'Notice of revocatton within the , seven (7) day revocation :period must be
provided, in writing , to THE CITY pursuant io Paragraph 8.9 herein, and must state, ·"I hereby
revoke niy acceptance of our Agre~men~ of Severance and General Release"; and
.(i) This AGREEMENT shall not be effective until all parties bav~ signed the
AGREEMENT and ten (10) days have passed since EMPLOYEE's execution ("EFFECTIVE
DATE").
5. UNKNOWN.CLAIMS
Tn: r~lation to the release provis1on$ of Paragraphs 3 and 4 ~bove, EMPLOYEE understands
that California Ci.vii Co<;le §, i.542 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
3
lhe time of executing the release and that, if known by him or her,
W<;>uld have materially affected his or her settlement with the debtor or
re]eased party."
EMPLOYEE hereby waives the protection of Califomia'Civil Code§ 1542 .
6. WAIVER OF ADDITIONAL CLAIMS
EMPLOYEE hereby waives an y provisions of state or federal law thatTpigbt requir e a mo re
detailed specification of the claims being -released pursuant to the provisions of Paragraphs 3, 4, and
5 above.
7. REPRESENTATIONS AND WARRANTIES
Each of the parties to this AGREEMENT represents and warrants to , and agrees with , each
other party as follows:
7.1 . Advice of Counsel : The parties hereto have received independent legal advice
from their respective !lltorrn::ys concerning the advisability of entering into .and executing this
AGR EEM ENT or have been given the opportunity to obtain such advice. The parties acknowledge
that they hav e been represented by counsel of t heir own choice in the -negottatioi1 of this
AGREEMENT, tnat they have read this AGREEMENT ; that they have had th is A9REEMENT fully
explained to them by .such counsel, or have had such opportun ity to do so;. and that they are fully
.aware of the contents ofthis AGREEMENT and of its legal effect.
7.2. No Fraud in Inducement: No party (nor any officer, agent, employee,
representative , or attorney of or for .any party) has made arty statement or representation or farled to
ma~e any statement or representation to any other party rega rding any fact relied upon in entering
int.o 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 .
7.3 . Independent Invest fgation ; Each party to this AGREEMENT has mc,1de such
investigation of the facts pertaining to this settlement and this AGREEMENT and all the matt¢rs
pertaining thereto, as it deems necessary.
7.4. Mistake Waived: In entering into this AGREEMENT,. each party assumes the
risk of any misrepresentation, concealment , or mistake. If any party should si1bsequ~ntly 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 se t aside or re$cind this AGREEMENT. This
AGREEMENT i!i intended to be, and is, final and binding between the parties, regardless of any
claims of misrepresentation , promise made without the integt to perfonn, concealment of fact, mistake
of fact or law , or any other circumstance whatsoever.
4
7.5 . Later Discove1y: The partjes are awat·~ that they may hereafter discover claims
9r facts · in agdition to or 9ifferetit frorn th¢s<;: they u9w ,k,now .qr gelteve to be true )V ith r,espect to the
m,atters !'elated herein·. Neverthel.ess., it i~ ~l}.e in.teuti,ort, 9f the p~,1~iefthat ~}.:f PLOYEP. ty1ly, finally.
and forever settle and release all s.uch matter~, and all claims r~lative ·there,t9, which do .now •e.1dst,
may exist, or have previotisly existed.against THE CITY or THE CITY -PARTIES. ln furtherance of
sucb in{ention ,. tfle releases given he,re shall be, and 1·emain, in effect as full arid complete relea$es of
all such tnatt~rs t10twitl1standirtg the discovery or existence of any additionnl of tii'fferent claims or
fact~ relative thereto.
7 .. 6. Indemnification: EMPLOYEE agrees to indemnify and hold harmless THE
CITY and THE CITY PARTIES from and , against }u!y and a11 clai:ms, damages , or liahiliti,!'!s sustained
by them as a direct resuit Qft!Je viohttion or breayh ofthe covenants, warranties,-and tep,resentations
undetiaken pursuant to the provisions of this AGREEMENT. EMPLOYEE undef"stands and agrees
that be/she shall be ex,~lusively liabJe ±9r the payment of all taxes for ,whic;b he/~_he is respons·ible, if
any, as~ resµlt Qfhis/h~r receipt ofthe consjderation. refen-ed to i11 Paragraph 3 of ~his AGREEMENT.
1n ~o.dit{on, EMPLOYEE agi:e~s fully to indenu\i'fy ,and hate\ th,.e CITY PARTIES hannlt;:ss for
paymet}t of tax obligati911s ~ may be •!eq1.1ired;by• i;ih-Y ±~deral, s~Mv, or lcic&I trudng aµth,odty, at a11y
time, as a result of the payment of t1'1e c9.qsio.efati9ti $et forth in Paragrc,iph 3 of this.AGREEMENT.
7.7. Future Cooperation & Consi.dtatioh fees: EMPL.OYEE sJ1all execute all such
futth,er and additional documents as $hall 9e reasQtiil,J)e, cc;>iWei)ient, necessary 1 ot· ~ysirable1to -cany
out the provisions of tl,1.is AGREEMENT , EMPLQYEE shait pn;>vide TFIBCITY with.~onsµltation
services (includfog deposition or trial testimpny) ih auy 1iti'gation involving THE CITY which j's
reasonably related to acts or occun·ences transpir1hg during Ws/heremployment. Said services shall
be provided as needed by THE ClTY ~ta rate of~l00.00 p!'r hour.
7.8 . Retu111 of Confidentfal Information and Property: Prior to the separation .date,
EMPLQYE~ shall siibruit a· wntten inventory of, and.-return to the City Cierk, all 'Ctty keys,
eqmpment computeddentification cai:ds or codes i and other equipment or materials or confidential
documents provi9ed 'to or obtained By EMPLOYEE during the course of lus/Jic;t employment .with
THECITY.
7.9 No Pending Claims and/or Actions: EMPLOYEE-represents that he/she has
not filed ~ny comtJlamts br charges against THE CITY. or THE CITY PAR TIES wjth any local , state~
or federal agency or court; that he/she will not do .so at any time hereafter for any c!alm arising on
f!.ny date yp to ~nd inch.;1ding th~ EFFECTIVE PATE of this AGRE£fyfENT; and: that if any su~h
age_ncy qr court a~sumes.ji.1nsdictiori of any $Uch ~omplaint tw~harge again.st THE CITY or THE
CITY PARTIES on b~ha1f of El\1l'LOYEE, whenever or where ever filed, he will request such
agepc_y or court t'o withdraw from the matter forthwith. -
7.10. Ownershfo of Claims: EMPLOYEE represents and wanants as .a material te:m1
of this AGREEMENT that EMPLOYEE has not heret9fore assigned, transferred, released, or granted,
or purpo1ted to assign, ,transfer, releas~, or grant, a:ny o'f the ~LAIMS disposed of hy this
AGREEMENT. In e_xecuting this AGREEMENT, 'EMPLOYEE further warrants and represents that
none of the c;LAIMS released by EMPLOYEE thereunder will .in the future be a~signed, conveyed ,
ortransfen'ed ih any (ashion 'to any other person and/or entity.
5
7.1 l Enforcement Fees and Costs: Should any legal action be required to enforce
the tetms of this AGREEMENT, th,e prevailing party shall be entitled to reasonable attorneys' fe<:;s
and costs irt additioh to any othe1' relief to which that party may be entitled.
7.12 Authority: Each party .represents to the other that it has the right to ~ntei" into
this AGREEMENT ; and that it is not v'iolating the terms or conditions of ~ny othet AGREEMENT
to whjch they are a party or by which they are bound by entering into this AGREEMENT. TJ;ie parties
represent that they will obtain all necessary approvals to execute this AGREEMENT ~ It is forther
represented and agreed that the individuals signing this AGREEMENT on behalf ofthe respective
parties have actual authority to execute this AGREEMENT and, by doing so, bind the party pn whose
behalf this AGREEMENT has beep signed.
8. MISCELLANEOVS
8. J. No Admission: Nothing contained herein $hall be cmistrued as :in admission
by THE CITY of any liaoiiity of any kind. THE CITY denies any liability in connection with ahy
claim and intends hereby solely to avoid potential claims and/or litigation and buy its peace :
S.2 . Governing Law: This AGREEMENT has been executed and delivered within
the State of Califomia, and the rights and obligatio.~s of the partfes shaUbe consth.led and enforced in
accordance with, and governed by, the laws oft:qe State of California:
8.3. Full Integration: This. AGREEMENT is ~he entire agreement between the
parties with respect to the subject matter hereof and supersedes allprior and cpntemporaneous orai
and written agreements and discussions. This AGREEMENT may be amended only by a further
agreement in writing, signed l;>y the parties }lereto.
8.4. Continuing Benefit: This AGREEMENT •is binding upon and shalt inure to
the benefit of the part;ies hereto, their respective agents, spouses, employees.; representatives, officials,
attorneys 1 assigns, heirs, and sticcessors 'in interest.
8.5 . Joint Drafting: Each party agrees that it has cooperated in the drafting and
pr~paration of thi~ AGREEMENT. Renee, in-any· c:onsh11ction io be made of this AGREEMENT, tbe
parties agree that sam,e shall not be cQnstrued a~ainst any party .
8.Q. Severability: In the event that any tenn, covepanti concjit!on~ provision, or
.agreement cot1tained in this AGREEMENT is held to be invafrct or void by any court 6f competent
jurisdiction, the invalidity of any such te1m, covenant, condition, provision, or agreement shall in no
way affect any other term , covenant , condition, provision or agreement and the rem~indet ofthis
AGREEMENT shall still be in full force and effect.
8.7. Titles: The titles included in this AGREEMENT are forr~ference only cli1d ar~
not part of its te.rnis, nor do theyi'nany w~y ,modify the terms of this AGREEMENT.
8.8. Countetparts: This AGREEMENT may be executed in counterparts, and
when each party has signed and delivered at leastone such counterpart, each counterpart shall be
6
deemed ~n original , and, when take·n together with other signed counterparts, shall constitute one
AGREEMENT, which sbaU be binding upon and effective as to all parties .
8.9. 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 party shall be made by
certified or registered United States mail, or personal delivery, at the noticing pl1rty'1; discretion,
and addresse<;f to the pmiies as s~t forth below. Notices shall b~ deemed, for all purpose~ to have
been given on the date of persol\al service or three (3) consecutive calendar days followmg deposi t
of the same in the Un1ted States mail.
As to EMPLOYEE:
At EMPLOYEE's home ~ddress on file with THE CITY .
!(/
Ill
Ill
Ill
Ill
Ill
///
///
Ill
As to THE CITY:
City of Cupertino
Atte11tion: City Clerk
10300 Torre Avenue
Cupertino, CA 95015
[signature page tollows]
7
IN WITNESS WHEREOF, THE CITY has caused this AGREEMENT to be
signed and executed on its behalf by its Mayor and duly atte$ted by its City Clerk, EMPLOYEE
ha~ 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.
CITY OF CUPERTINO
A Muni<;:ipal Corporation
By: _____________ _
Mayor, City of Cupertino
Date: --------------
APPROVED AS TO FORM:
City Attorney
ATTEST:
City Clerk
Date ; ____________ _
8
An Individual
Date; ____________ _
EXRIBITB
GOVERNMENT CODE SECTfONS 53243-53243.4
53243. On or after January l, 2012, any contract executed or ren.ewed between -i\ local agency
and an officer or employee of a local agency that provides paid leave salary of,fered by the local
agency to the officer or employee pending ati investigation shall require that any salary pt9Videp,
for that purpose be fully reimbursed if the officer or employee is • coiwicted of a crime inv9lving
an abuse of his or her office or position.
53243.1. Qn or after January 1, 2012, any contra~t executed or r~newed between a lqcal. agency
and an ·officer or employee of a local age·ncy that provides funds for the iegal criminal defense of
an office1· or employee shall require that any funds provided for that purpose be fully _reimbursed
to the local agency if the officer or e1nployee is convicted of a cn'me involving an abuse of his or
her office or position .
53243.2 . On or after January I, 2012, any contract of employment between~ employee and a
local agency employer shall include a provision which provides that, regardless oftbe tem1 of the
contract, if the contract is tenninated, any cash settlement relate<;) to the termination that an
employee may receive from the local agency shall be fully reimb1,lrsed to the . l9cal agency if the
employee is convicted of a crime involviJ1g an abuse of his or her office. or posifion.
53243.3. On or after January 1, 2012, if a local agency provides, in the absence of a contractual
oblig&tion, for any of the payments cjesctibed in this article, U1en the ~ni.ployee or officer
receiving any payments provided for those purposes shall fully reimburse the local agency that
provided those payments in the. event that the employee or officer is convicted of'a clime '
involving the abi.tse of his or her office or position .
53243.4. For purposes of this article, ''abuse of office or position'' means either of the following:
(a) An abu~e of public <1uthority, including, but not lirtuted to, waste, fraud, and
violation of the law under color ofa1,1tbority .
(b) A crime against public justice, including, but not limited to, a crirqe described in
Title 5 (commencing with S1;:ction 67), Title 6 (commencing with Section 85), or Title 7
(commencing with Sectjon 92) of Part 1 of the Penal Code . ·
City Manager Employment Agreement
Final Audit Report 2022-07-11
Created : 2022-07-11
By : Araceli Alejandre (aracelia@cupertino.org)
Status: Signed
Transaction ID : CBJCHBCAABAAant-y5SvJ-DfrSEcaU9v6EKHDeBiXZoD
"City Manager Employment Agreement" History
~ Document created by Araceli Alejandre (aracelia@cupertino.org)
2022-07-11 -6:37:41 PM GMT-IP address : 73 .170.27.253
~ Document emailed to tangwupamela@gmail.com for signature
2022-07-11 • 6:43 :12 PM GMT
~ Email viewed by tangwupamela@gmail.com
2022-07-11 - 7:19 :41 PM GMT-IP address ; 66 .249 .84.250
0o Document e-signed by Pamela Wu (tangwupamela@gmail.com)
Signature Date: 2022-07 -11 -7:43:19 PM GMT -Time Source : server-IP address: 24 .143.245.142
0 Agreement completed.
2022-07-11 -7:43 :19 PM GMT
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AT-WILL CITY MANAGER EMPLOYMENT
AGREEMENT
Final Audit Report 2022-07-25
Created: 2022-07-25
By : Kirsten Squarcia (kirstens@cupertino.org)
Status: Signed
Transaction ID : CBJCHBCAABAAZblpV-SumvGyqjCYkBCvpAEwlT JIDFYN
"AT-WILL CITY MANAGER EMPLOYMENT AGREEMENT" Hist
ory
'El Document created by Kirsten Squarcia (kirstens@cupertino .org)
20 22-07-25 -8:14 :29 PM GMT-IP address : 162.245 .20.145
18'. Document emailed to christopherj@cupertino .org for signature
2022-07-25 - 8:15 :16 PM GMT
'El Email viewed by christopherj@cupertino .org
2022 -07 -25 -8:17 :33 PM GMT-IP address : 104.47.73 .126
0'0 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen
2022-07-25 - 8:17 :48 PM GMT-IP address : 136.24.42.212
0'0 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org)
Signature Date: 20 22-07-25 -8:17 :49 PM GMT -Time Source : server-IP address : 136 .24.42.212
0 Agreement completed.
2022-07-25-8:17 :49 PM GMT
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