T-HRD-230161/73606 1
EMPLOYMENT AGREEMENT
BETWEEN CITY OF SUNNYVALE
AND REBECCA MOON (CITY ATTORNEY)
THIS AGREEMENT is between the City of Sunnyvale, a municipal corporation and chartered city ("City") and Rebecca Moon ("Employee” or “Moon”). It is effective on the latest date next to the signatures on the last page.
The Parties enter into this Agreement based on the following facts:
A. The City Council wishes to employ Moon as its City Attorney, subject to the terms and conditions set forth in this Agreement, the Sunnyvale Municipal Code and the Charter of the City of Sunnyvale (the "Charter").
B. Moon desires to be employed by the City as its City Attorney, subject to the terms and conditions in this Agreement, the Sunnyvale Municipal Code, the Charter, and all other applicable laws, resolutions, and policies.
C. The City and Employee wish to establish specific terms and conditions relating to compensation and benefits and other matters related to Employee’s appointment as City Manager.
BASED UPON THE FOREGOING, THE CITY AND EMPLOYEE AGREE AS FOLLOWS:
1. At-Will
Employment. The City appoints Employee as its City Attorney for an indefinite term to begin on May 12, 2024. Employee understands and agrees that she works at the will and pleasure of the City Council and that she may be terminated or asked to resign the position of City Attorney at any time, with or without cause. Except as otherwise provided in this Agreement, the terms and benefits of Employee’s employment with the City shall be governed by the City Council-adopted Salary Resolution, as it currently exists and may be changed from time to time.
2. Duties of the City Attorney. Employee will perform the functions and duties established for the City Attorney by section 908 of the Sunnyvale City Charter, by the Sunnyvale Municipal Code, and other legally permissible and proper duties and functions as the City shall from time- to-time assign. Employee agrees to comply with all federal, state and local laws, ordinances, rules and regulations applicable to or associated with these duties.
2.1. Full Energy and Skill . Empl
oyee will devote her full energy, skill, ability, and
productive time to the performance of her duties.
2.2. No Conflict. Employee will not engage in any employment, activity, consulting service, or other enterprise, for compensation or otherwise, which is actually or potentially in conflict with or which interferes with the performance of her duties.
Employee acknowledges that she is subject to the various conflict of interest Attachment 1
T-HRD-230161/73606 2
requirements found in the California Government Code and state and local policies and regulations.
2.3 P
ermission Required for Outside Activities. Empl oyee will not engage in any employment, activity, consulting service, or other enterprise, for compensation or not, without written permission of the City Council.
3. Compensation. While performing the duties of City Attorney, Employee shall be compensated as provided in this Section 3.
3.1. B
ase Salary. Employee will receive an initial base annual salary of two hu ndred ninety-three thousand dollars ($293,000.00), beginning with the pay period including May 12, 2024. This amount is subject to authorized or required deductions and withholding, prorated and paid on City's regular paydays. The City Attorney position is exempt from overtime under applicable wage and hour law and the base salary shall be compensation for all hours worked. The City agrees that the amount of Employee's base annual salary will not decrease, except as otherwise agreed in writing or as part of a permanent decrease that is consistent with the Fair Labor Standards Act.
3.2. P
erformance Evaluation. Not l ess than once every 6 months, the City Council shall meet with Employee for the express purpose of evaluating her performance. One of the biannual evaluations shall be a formal annual performance evaluation.
3.3. S
alary Adjustments. The Employee’s compensation shall be evaluated on an annual basis. This evaluation will include consideration of both merit increases and “across-the board” increases provided to department directors and non-represented management employees. It will also include consideration of the competitive market compensation for City Attorneys in comparable Northern California cities at the time of the performance evaluation. The annual base salary may be increased by written agreement of the parties or by inclusion of the agreed salary amount in any duly adopted ordinance or resolution of the city setting the City Attorney’s salary or employee salaries generally. Nothing in this provision shall require the City to use a set formula, or require the City to provide either a merit or other salary increase at the annual evaluation.
However, where the annual performance evaluation is good or excellent, the City shall normally adjust the compensation to provide Employee with a reasonable and market- competitive compensation as provided to city attorneys in comparable Northern California cities.
3.4. B
enefits and Allowances. Exce pt as provided in section 3.5, Employee will continue to receive (based on her total years of service to Sunnyvale) all regular benefits such as health insurance, classic Tier 1 PERS formula and contributions, Paid Time Off Accrual, and management retiree medical reimbursement, as are generally provided to Category K employees under the City Council-approved Salary Resolution, as it currently exists and may be changed from time to time.
Attachment 1
T-HRD-230161/73606 3
3.5. Additional Benefits and Allowances. In addition to the benefits specified in section 3.4, Employee will receive the following additional benefits and allowances beginning with the pay period including May 12, 2024:
3.5.1. Management Administrative Leave. Em ployee will receive seventy (70) hours of Administrative Leave each calendar year, prorated on start and termination of employment as City Attorney.
3.5.2. Additional Life Insurance. In addition to the standard life insurance provided to Pay Plan Category K employees, City will purchase additional term life insurance coverage sufficient to equal the City Attorney’s annual salary.
3.5.3. Additional Retirement Contributions. The City will contribute annually to Employee’s Section 457(b) plan the maximum amount established by the Internal Revenue Service for the annual elective deferral limit and catch-up employee contributions (e.g., in 2024, $23,000 elective deferral limit and $7,500 catch-up contribution). In the 2024 calendar year, City will contribute the difference between $31,500 and the amount Employee contributed prior to assuming the position of City Attorney.
3.5.4. Professional Development Expenses . Th
e City will reimburse Employee
for reasonable job-related equipment, training, conferences, and meeting expenses incurred in carrying out her duties as City Attorney, including but not limited to California State Bar annual dues, subject to approval of the Mayor and the requirements of applicable City policies for travel and reimbursement standards.
3.5.5. Mortgage Assistance. The City Council shall provide Mortgage Assistance to Employee as provided and subject to the terms in Council Resolution No. 712- 15, as amended. Employee’s eligibility for participation in the City’s Mortgage Assistance Program is conditioned on Employee’s application to participate in the Mortgage Assistance program and the purchase of a residence within the City of Sunnyvale within two years of commencing employment as City Attorney on May 12, 2024 (as documented by a purchase and sale agreement and the opening of escrow for the purchase of the property), and the actual and continued residence of Employee in the property within the City of Sunnyvale purchased with City Mortgage Assistance.
4. Additional Expenses of Employment. The City shall pay the cost of the following additional expenses of employment:
4.1. The
cost of any fidelity or other bonds required by law for the City Attorney.
4.2. The cost to defend and indemnify Employee for acts, events or omissions occurring in the performance of Employee’s professional duties as City Attorney consistent with the provisions of state law, including the California Tort Claims Act (Government Code section 810 et seq.).
Attachment 1
T-HRD-230161/73606 4
5. Duration of Employment. Employee understands and agrees that she has no constitutionally protected property or other interest in her employment as City Attorney.
Employee waives all rights, if any, under the City’s rules and regulations, including without limitation, the right to pre-or post-disciplinary due process.
5.1. Resignation. Employee may voluntarily resign her posit ion as City Attorney or
retire from public service at any time with a minimum of two months (60 days) notice to the City Council, unless the parties mutually agree to a different notice period. No severance will be paid to Employee if Employee voluntarily resigns or retires without official, affirmative request or action of the City Council.
5.2. Involuntary T ermi
nation and Severance. Nothing in this Agreement is intended to, nor shall it, prevent, limit or otherwise interfere with the right of Employer, in Employer’s discretion, to terminate the services of Employee at any time in accordance with said laws and the provisions of this Agreement.
However, the City Council shall
take no action to terminate the services of the Employee within ninety (90) days after the seating of a new member following any election at which one or more new members are elected to the City Council. There is no express or implied promise made to the Employee for any form of continued employment. The Employee shall have no right to a termination hearing. The City and the Employee acknowledge that an excellent City-City Attorney relationship is in the best interest of the City, and accordingly agree to use their best efforts to foster City-City Attorney communications. This Agreement is the sole and exclusive basis for an employment relationship between Employee and the City Council.
5.2.1. Severance. If Employee is terminated by the City Council while she is still
able to perform the duties of the City Attorney, she shall receive a single lump- sum cash payment (without interest) on the effective day of termination equivalent to the sum of her then-current monthly base salary multiplied by nine (9) and the cash value, as reasonably determined by City, of her monthly medical benefits multiplied by nine (9). Contemporaneously with the delivery of the severance pay described in this section, Employee agrees to execute and deliver to City a standard release of all claims against the City, except claims prohibited from such a release under federal or state law. All normal withholdings as required by law shall be made with respect to any amounts paid under this section.
5.2.2. Nonpayment of Severance . No
twithstanding anything contrary in this
agreement, if Employee is terminated as the City Attorney as the result of conviction or a plea of nolo contendre to a crime, or for serious misconduct involving abuse of her office or position, including but not limited to waste, fraud, violation of the law under color of authority, misappropriation of public resources, violence, harassment or discrimination, she shall not be entitled to any severance pay. Further, if Employee receives any cash settlement from the City related to termination of this agreement or Employee’s employment with City, Employee shall fully reimburse the City the amount of that settlement if she is Attachment 1
T-HRD-230161/73606 5
convicted of a crime involving an abuse of the office of City Attorney as set forth in Government Code section 53243.3 within thirty (30) days after the conviction becomes final and is no longer subject to any appeal.
6. Indemnification. Exc
ept as otherwise provided by law, and provided that Employee complies with the provisions of Sections 825 and 825.6 of the California Government Code, as now existing or hereafter amended, City shall defend, hold harmless, and Employee against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Employee’s duties in accordance with the provisions of Sections 825 and 825.6, as now existing or hereafter amended. City may conduct such defense reserving the rights of City not to pay the judgment, compromise or settlement until it is established that the injury arose out of an act or omission occurring within the scope of Employee’s employment as an employee of City. City is required to pay the judgment, compromise, or settlement only if it is established that the injury arose out of an act or omission occurring in the scope of Employee’s employment as an employee of City.
Nothing in this Agreement authorizes or obligates City to pay that part of any claim or judgment that is for punitive or exemplary damages. City may compromise and settle any such claim or suit and pay the amount of any settlement or judgment rendered therefrom only to the extent authorized in Sections 825 through 825.6, as now existing or hereafter amended. If Employee is convicted of a crime involving an abuse of her office or position, as defined in Government Code Section 53243.4, then Employee shall fully reimburse the City for (1) any paid administrative leave salary paid by the City to Employee pending any investigation concerning said crime, (2) funds provided to the Employee for her legal criminal defense, and/or (3) any severance pay or cash settlement paid to the Employee related to her termination by the City. Said reimbursements arc required if such payments are made, even if the payments were made by the City in the absence for any contractual requirement to do so.
7. Miscellaneous.
7.1. Notices. Not ices given under this Agreement shall be in writing and shall be either: (a) served personally; or (b) sent by facsimile (provided a hard copy is mailed within one (1) business day); or (c) delivered by first-class United States mail, certified, with postage prepaid and a return receipt requested; or (d) sent by Federal Express, or some equivalent private mail delivery service. Notices shall be deemed received at the earlier of actual receipt or three (3) days following deposit in the United States mail, postage prepaid. Notices shall be directed to the addresses shown below, provided that a party may change such party's address for notice by giving written notice to the other party in accordance with this subsection.
CITY
:
Attn: Mayor
456 West Olive Ave, Sunnyvale, CA 94086
EMPLOYEE:
Rebecca Moon
456 West Olive Ave, Sunnyvale, CA 94086
Attachment 1
T-HRD-230161/73606 6
7.2. Entire Agreement/ Amendment. T his Agreement constitutes the entire understanding and agreement between the parties as to those matters contained in it, and supersedes any and all prior or contemporaneous agreements, representations and understandings of the parties. This Agreement may be amended at any time by mutual agreement of the parties, but any such amendment must be in writing, dated, and signed by the parties and attached hereto.
7.3. Applicable Law and Venue. This Agreement shall be interpreted according to the laws of the State of California. Venue of any action regarding this Agreement shall be in the proper court in Santa Clara County.
7.4. Severability. I f any portion of this Agreement is declared void, such portion shall be severed from this Agreement and the remaining provisions shall remain in effect, unless the result of such severance would be to substantially alter this Agreement or the obligations of the parties, in which case this Agreement shall be immediately terminated.
7.5. Waiver. Any
failure of a party to insist upon strict compliance with any term, undertaking, or condition of this Agreement shall not be deemed to be a waiver of such term, undertaking, or condition. To be effective, a waiver must be in writing, signed and dated by the parties.
7.6. Representation by Counsel. Employee and the City acknowledge that they each did, or had the opportunity to, consult with legal counsel of their respective choices with respect to the matters that are the subject of this Agreement prior to executing it.
7.7. Section Headings. The headings on each of the sections and subsections of this Agreement are for the convenience of the parties only and do not limit or expand the contents of any such section or subsection.
EMPLOYEE
___________________________
Rebecca Moon
Date: _____________
CITY OF SUNNYVALE
___________________________
Mayor
Date: _____________
APPROVED AS TO FORM:
___________________________
City Attorney
Attachment 1