EMPLOYMENT AGREEMENT
BETWEEN CITY OF SUNNYVALE
AND
AMY CHAN,
INTERIM CITY MANAGER
This AGREEMENT made and entered into effective the 1st day of March 2004 by and between the City of Sunnyvale, herein referred to as "City" and Amy Chan, herein referred to as “Employee.”
WHEREAS, the City is a governmental agency organized and formed pursuant to City Charter and the laws of the State of California; and
WHEREAS, the City desires to recognize and compensate Employee for her temporary service as Interim City Manager, under the terms of this Agreement; and
WHEREAS, based upon the professional qualifications and experience of Employee, the City Council has determined that she is well-qualified to serve as the Interim City Manager; and
WHEREAS, Employee understands and agrees that she shall serve in the position of Interim City Manager at the pleasure of the City Council and that the terms and conditions of this Agreement set forth the full and entire understanding of the parties with respect to Employee’s service as Interim City Manager for the City;
NOW, THEREFORE, in consideration of the mutual promises herein contained, the City and Employee agree as follows:
I. TERM OF THE AGREEMENT
Employee acknowledges that this is a temporary appointment outside the classified service. Employee’s service under this Agreement shall commence on the effective date of this Agreement and shall continue until the City employs a new City Manager or otherwise terminates this Agreement, unless Employee earlier resigns or retires from employment. Employee promises to give no less than thirty (30) days notice of the effective date of any such resignation or retirement. Employee agrees that she is not a candidate for regular appointment to the City Manager position.
During the life of this Agreement, the City agrees not to fill the position of Assistant City Manager and further agrees to retain that position as a vacant position to which Employee may revert in accord with the provisions of this Agreement.
Employee agrees that she serves in the position of Interim City Manager at the pleasure of the City Council. The City Council, by majority vote in closed session, shall have the unfettered right to terminate this Agreement, without cause, at any time on thirty (30) calendar days written notice (or pay in lieu thereof). In the event of termination, Employee agrees and acknowledges that she shall have no right to appeal and shall have no claim for damages or benefits or for any other compensation. Upon termination without regard to cause, the City will pay Employee her salary under this Agreement for work already performed and Employee shall revert to her previous position of Assistant City Manager.
II. POST-AGREEMENT EMPLOYMENT
In the event this Agreement is terminated without material cause, Employee shall immediately revert to the position of Assistant City Manager, under the same terms and conditions in effect on December 1, 2003. For purposes of this Agreement, “material cause” is defined as abandonment of duties, theft, fraud or other serious misconduct constituting a felony under California law, regardless of criminal prosecution.
In the event of termination for material cause, Employee shall have no right of reversion to other City employment.
III. APPOINTMENT
The City hereby appoints Employee to the position of Interim City Manager in temporary service in that position at the pleasure of the City Council. In making this appointment, the City Council expressly finds and declares that the provision of the Charter, Section 800 that requires the City Manager to reside within the City limits is not applicable to this interim appointment.
IV. SCOPE OF WORK
Employee shall manage the operations of the City under the direction of the City Council. Employee shall have the full powers, duties and responsibilities of the Office of City Manager as established in the City Charter and the governing rules and regulations of the City.
Employee shall devote herself on a full-time basis to these responsibilities and shall devote such time as may be reasonably necessary for satisfactory performance of Employee’s obligations under this Agreement. Employee shall maintain full-time presence at the City offices and shall undertake no other professional employment during the term of this Agreement.
V. INDEMNIFICATION
City shall defend and indemnify Employee for acts or omissions arising within the course and scope of her responsibilities under this Agreement, as provided in Government Code §§825-825.6 and 995-995.6.
VI. CITY PROPERTY
Employee agrees that all files, notes, documents, data, specifications, correspondence, drawings, reports and other material prepared by or furnished to Employee in connection with her employment hereunder shall be and remain the sole and exclusive property of the City.
VII. COMPENSATION
A. Salary
1. Base Salary
City shall pay Employee an annual salary of $188,955 (one hundred eighty-eight thousand nine hundred fifty-five dollars), representing the Control Point for the position of City Manager in effect at the time of execution of this Agreement. Such salary will be paid in biweekly installments in accord with the City’s regular payroll practice, commencing on March 1, 2004. As an exempt manager, Employee shall not be eligible for overtime or compensatory time off.
Withholding from salary shall be as prescribed by law.
2. Performance Review
The City shall conduct a performance review of Employee’s performance under this Agreement on or around June 30, 2004 and shall consider a salary adjustment in light of Employee’s performance and any salary adjustments provided to other City managers under the City’s “Pay for Performance Plan.” The effective date for any such salary adjustment shall be July 1, 2004, regardless of date of implementation.
B. Fringe Benefits
Except as added in subsection C, below, City shall provide Employee with the fringe benefits generally applicable to Category F under City Resolution No. 145-03, as may be amended from time-to-time; provided that Employee shall schedule any vacation in excess of two days with the advance approval of the Mayor.
C. Deferred Compensation
Commencing with the effective date of this Agreement, City shall contribute on Employee’s behalf to the City’s deferred compensation plan an amount equal to Two Hundred Fifty Dollars ($250.00) for each week of Employee’s employment under this Agreement, or the maximum amount deferrable to such plan under applicable Federal Internal Revenue Service regulations, in the event such maximum is greater than the equivalent of $250 per week.
VIII. CONFLICT OF INTEREST
Employee warrants that she presently does not have and agrees that she will not acquire any direct or indirect financial interest that would conflict with her performance of this Agreement. Employee agrees to comply with all FPPC reporting obligations in connection with her employment under this Agreement.
IX. AMENDMENTS
This Agreement may be amended at any time only by the written agreement of the City Council and Employee.
X. VALIDITY
The invalidity in whole or in part, of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.
XI. COMPLIANCE WITH LAWS
Employee agrees to comply with all applicable federal, state and City laws, rules, regulations or ordinances; and all provisions required thereby to be included therein, are hereby incorporated by reference.
XII. CAPTIONS AND SECTION HEADINGS
Captions and section headings used herein are for convenience only and are not a part of the Agreement and will not be used in construing the Agreement.
XIII. SOLE AGREEMENT
This Agreement contains the entire agreement of the parties relating to the rights herein granted and the obligations herein assumed. Any oral representations or modifications concerning this Agreement shall be of no force or effect. Any amendment to this Agreement must be in a writing designated as such, signed by both parties.
By: By:
AMY CHAN, Interim City Manager JOHN HOWE, Mayor
APPROVED AS TO FORM:
By:
Bonnie Kathleen Gibson
Special Counsel to the City Council