SunnyvaleRTC

Attachment B

AGREEMENT FOR SERVICES

BETWEEN CITY OF SUNNYVALE AND AMY CHAN

This Agreement for Services, dated November _____, 2004, is between the City Council of the City of Sunnyvale (“City Council”) and Amy Chan (“Employee”) for services to be performed by Employee in the position of City Manager.

Section 1. Duties

Employee shall perform the functions and duties specified in Section 802 of the Charter of the City of Sunnyvale, the Sunnyvale Municipal Code, and other legally permissible and proper duties and functions as the City Council shall from time to time assign.

Section 2. Term

This Agreement shall commence November 1, 2004, and extend until terminated as provided hereinafter.

Section 3. Termination/Severance

A. Employee serves at the pleasure of the City Council and nothing herein shall be taken to prevent, limit or otherwise interfere with the right of the City Council to terminate the services of Employee at any time with or without cause. There is no express or implied promise made to Employee for any form of continued employment. This Agreement is the sole and exclusive basis for an employment relationship between Employee and City.

B. If Employee is terminated by the City Council while still willing and able to perform the duties of the City Manager, the City agrees to pay Employee, as severance pay, six months of Employee’s monthly salary and benefits. Employee shall have the option of payment of compensation in one lump sum or bi-weekly over the appropriate period, or some combination thereof. Compensation shall include the extension of non-salary benefits, or the monetary equivalent of City cost of such benefits. Any such payment will release City Council from any further obligations under this Agreement. It is the discretion of the City Council whether the Employee will be required to perform the duties of the City Manager during this time period. Contemporaneously with the commencement and/or delivery of the severance pay herein above set out, Employee agrees to execute and deliver to City Council a release releasing City and City Council members of all claims the Employee may have against City.

C. Notwithstanding paragraph 3.B, above, the City shall not be obligated to pay, and shall not pay, any amounts or continue any benefits under the provision of paragraph 3.B if Employee is terminated for any of the following reasons:

(1) malfeasance, dishonesty for personal gain, or moral turpitude, willful or corrupt misconduct or conviction of any felony;

(2) willfully causing damage to public property or willfully wasting public supplies;

(4) insubordination, which shall mean the willful refusal to obey lawful directions of the City Council.

Further, City shall not be obligated to pay, and shall not pay, any amount or continue any benefits under the provisions of paragraph 3.B. in the event Employee voluntarily resigns without affirmative action by City to terminate, initiate termination proceedings or request resignation, for example a resignation to pursue other employment or professional opportunities.

D. A decision to terminate the Agreement shall be made in closed session and confirmed in a public meeting. In recognition of Employee’s professional status and integrity, Employee and the City Council shall prepare a joint public statement to be made by the City Council at the public meeting when termination is confirmed.

E. Employee may choose to resign her office instead of being terminated if a decision by the City Council to terminate has been made in closed session. In such an event, the public announcement as provided for in paragraph 3.D. will note Employee has resigned and the provision 3.B. will remain applicable.

A. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the Employee to resign at any time from her position as City Manager, or to retire from public service. In the event the Employee voluntarily resigns her position, or retires, Employee shall give City six months notice in advance, unless the parties agree otherwise. Further should Employee begin to actively seek other employment, Employee will notify Employer forthwith of Employee’s intention to seek other employment. In the case of a voluntary resignation or retirement, no severance will be paid to Employee.

B. Notwithstanding paragraph 4.A. above, in the event the City Council at any time during the course of this Agreement reduces the salary or other financial benefits of Employee in a greater percentage than an applicable across-the-board reduction for all employees of the City of Sunnyvale, or in the event the City Council refuses following written notice to comply with any provision herein benefiting Employee, or Employee resigns following a suggestion, whether formal or informal, by the City Council that she resign, then, in that event, Employee may, at her option, be deemed “terminated” at the date of such reduction, such refusal to comply, or resignation with the meaning and context of the severance pay provision. A reduction in salary resulting from the annual performance evaluation pursuant to the City’s “Pay for Performance Plan” detailed in Section 5.B. shall not trigger the provisions of this paragraph.

A. Annually the City Council shall establish a control point salary for the City Manager which shall be competitive and shall have a reasonable spread above the next highest paid municipal official of the City of Sunnyvale. The effective date for the control point shall be the first pay period of each fiscal year, even if the control point is established at a later time. The starting salary is $188,955.10.

B. Pursuant to the City’s “Pay for Performance Plan,” the City Council shall conduct an annual review of the City Manager’s performance and establish an annual performance rating for Employee. Annual salary shall be based on the control point and “Pay for Performance Plan.” Employee shall not receive any lump sum payment under the “Pay for Performance Plan” but shall have her salary established as a percent of the control point pursuant to the Performance Pay Plan, attached as Exhibit “A” and incorporated by reference.

The City Manager shall be entitled to retirement and other benefits in the Pay Plan applicable to employees in Classification Category “F” as set forth in the City’s then current Salary Resolution, as from time to time amended, except as follows:

A. The City Manager shall be entitled to a monthly vehicle allowance in the amount of $400.00. The amount will be evaluated annually to consider any change in the cost of ownership, insurance and maintenance of the vehicle.

B. In addition to the standard life insurance provided to employees, City Council shall purchase additional term life insurance coverage sufficient to equal Employee’s annual salary.

C. The City Council shall contribute to the City’s deferred compensation plan on behalf of the City Manager the maximum amount allowed by the United States Tax Code (currently $13,000), pro-rated over the number of pay periods in the fiscal year. At such time as the City of Sunnyvale increases the maximum deferral amount available to all employees, the contribution amount shall be adjusted for the cost of living in accordance with Internal Revenue Code Section 457(e)(15) or 33-1/3% of the includable compensation for the taxable year.

D. At the time of leaving City employment, Employee may, at her option, take compensation for accrued paid time off (1) in a single lump sum, or (2) remain on the payroll for the period of time of the accrued paid time off, until all applicable leave time is used. If Employee elects to remain on the City’s payroll for any length of time after her termination, it shall be for accrued paid time off compensation purposes only and she shall no longer be entitled to other benefits such as a car allowance (6.B.), life insurance (6.C.) and deferred compensation contributions (6.C.), and have none of the duties or authority of the City Manager.

The City Council shall review and evaluate the performance of the City Manager by December 1 of each year. Such review and evaluation shall be in accordance with the specific criteria developed by the City Council in consultation with the Director of Human Resources and Employee. The City Council shall provide Employee with their written comments and may discuss the review with Employee, at the choice of either the City Council or the City Manager.

The City Council shall defend, hold harmless, and indemnify Employee against any tort, professional liability claim, or demand, or civil rights or other legal action, arising out of any act, event or omission occurring in the performance of Employee’s professional duties as City Manager, except to the extent that Employee’s actions are the result of gross negligence or willful misconduct. The City Council will defend, compromise or settle any such claim or suit, as appropriate, and pay the amount of any settlement or judgment rendered thereon. This indemnification shall extend beyond termination of employment or other expiration of this Agreement, to provide full and complete protection to Employee for acts undertaken or committed by Employee in her capacity as City Manager, regardless of whether receipt of notice or filing of any claim or lawsuit occurs during or following Employee’s employment with the City. The extent of defense or indemnification may be limited by the provisions of California State law.

City Council agrees to budget for and pay the professional dues, subscriptions, courses, institutes, seminars and travel and subsistence expenses of Employee for participation in professional activities necessary to continue her professional development. Participation on City time is permitted with prior approval of the Mayor or majority of the City Council, when participation is beneficial to the City of Sunnyvale. The City Council encourages Employee to attain positions of leadership in national, state, regional and local associations and organizations relevant to her profession, and agrees to budget and pay for travel and subsistence expenses necessary to discharge her official duties for such associations and organizations.

This Agreement reflects the complete Agreement between the parties. This Agreement shall be binding and inure to the benefit of the heirs of the estate of Employee.

If any provision or portion of this Agreement is held unconstitutional, invalid or unenforceable, the remainder of the Agreement or any portion thereof shall not be affected and shall remain in full force and effect.

The signatures of the parties below indicate that each has read and understood the Agreement and will abide by the terms stated herein.