Resolution No. 94791
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ON
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ON
RESOLUTION NO. 9479
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION.OF
AN EMPLOYMENT AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND JEFF A. HARRISON
WHEREAS, Jeff A. Harrison ("Harrison") was appointed to serve
as the City Attorney of the City of Vernon by Resolution No. 9260
adopted on March 5, 2007; and
WHEREAS, on March 5, 2007, the City Council of the City of
Vernon adopted Resolution No. 9259 approving an Employment Agreement
with Harrison to provide City Attorney services; and
WHEREAS, the City of Vernon and Harrison desire to enter into
a new Employment Agreement with Harrison setting forth the terms and
conditions governing their relationship for the performance of services
in such capacities as designated by the City Council and/or the
Redevelopment Agency of the City of Vernon (the "Agency"), including
but not limited to, City Attorney, Legal Counsel to the Agency, and
Director of Industrial Development for the City; and
WHEREAS, the City and Harrison desire to change the
employment term from three (3) years to six (6) years and increase the
hourly rate for hours worked in excess of 100 hours from $365 to $385
Iper hour; and
WHEREAS, the City Council of the City of Vernon does not
intend to change Harrison's status as an employee for purposes of all
benefits generally available to City employees, including, without
limitation, participation in the California Public Employees Retirement
System, group health and life insurance and such additional benefit
programs that may be established by the City for its employees.
1 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
2 CITY OF VERNON AS FOLLOWS:
3 SECTION 1: The City Council of the City of Vernon hereby
4 finds and determines that the recitals contained hereinabove are true
5 and correct.
6 SECTION 2: The City Council of the City of Vernon hereby
7 approves the Employment Agreement for services with Harrison in
8 substantially the same form as the copy which is attached hereto as
9 Exhibit A and incorporated by reference. The City retains Harrison -as
10 the City Attorney of the City of Vernon, Legal Counsel of the Agency
11 and Director of Industrial Development on the terms and conditions
12 contained in the Employment Agreement.
13 SECTION 3: The City Council of the City of Vernon hereby
14 authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
15 and on behalf of, the City of Vernon and the City Clerk is hereby
16 authorized to attest thereto.
17 SECTION 4: The City Council of the City of Vernon hereby
18 authorizes the City Administrator, or his designee, to make whatever
19 nonsubstantive, administrative and/or text changes, upon advice of
20 counsel, to the Agreement.
21 SECTION 5: The City Council of the City of Vernon hereby
22 directs the City Clerk, or his designee, to send one fully executed
23 Agreement to:
24 Jeff A. Harrison
City Attorney
25 4305 Santa Fe Avenue
Vernon, CA 90058
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SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 19th day of November, 2007.
Name: bacnis C a
Title: Mayor VL 11
ATTEST:
hi�4� &,rvL
MANUELA GIRON, Ci y Clerk
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby
certify that the foregoing Resolution, being Resolution No. 9479, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, November 19, 2007, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
MKNUELA GIR N, City Clerk
(SEAL)
- 4 -
EXHIBIT A
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of November 19, 2007 (the "Effective Date"),
by and between the CITY OF VERNON, a municipal corporation, ("City") and JEFF A. HARRISON,
an individual ("Harrison), based on the following facts and circumstances:
A. The City and Harrison desire to enter into Employment Agreement (the "Agreement")
to set forth each of their obligations and to govern their relationship. Effective as of the Effective
Date, this Agreement shall supersede and replace any prior agreements in their entirety, either written
or oral, and all of prior agreements shall be null and void and of no further force and effect.
Now, therefore, the parties agree as follows:
1. Employment. Effective as of the Effective Date, and throughout the Term of Harrison's
employment, subject to the terms of Section 8 below, Harrison shall be employed by City to serve as
the City's City Attorney. Harrison shall also perform services in other capacities as designated by the
City Council and/or the Redevelopment Agency of the City of Vernon (the "Agency"), including but
not by way of limitation, Legal Counsel to the Agency and Director of Industrial Development for the
City. Harrison shall have those duties that are consistent with the duties of a City Attorney of a
municipal corporation in the State of California, as well as the duties of the other positions he may
hold, and shall perform such duties under the general direction and supervision of the City Council, or
their authorized designee. Harrison represents that he remains an active member in good standing with
the State Bar of California.
2. Employment Term. Subject to Section 8, Harrison's employment hereunder shall be for
a term of six (6) years commencing on the Effective Date and expiring at the close of business on the
day prior to the sixth (6th ) anniversary of the Effective Date (the "Term"); provided, however, that
every six (6) years, on the anniversary of the Effective Date, this Agreement shall automatically, and
without the need for any action or notice by either party, renew for an additional term of six (6) years,
on the same terms and conditions as this Agreement, unless either party to this Agreement notifies the
other in writing to the contrary at least thirty (30) days prior to the applicable anniversary date.
3. Place of Employment. Harrison may perform the services required hereunder from any
location that Harrison deems reasonable and appropriate; provided, however, that the City may require
that Harrison be physically present in Vernon on occasions that reasonably require his presence, such
as attendance at City Council meetings.
4. Scope of Work and Salar.
4.1 Hours and Base Salary. Harrison shall provide 100 hours of services a month as
City Attorney. Harrison's base salary shall be $28,463 per month.
4.2 Additional Hours and Salary. Notwithstanding the above, Harrison agrees to be
reasonably available for any additional duties or job responsibilities as may be designated from time to
time by the City Council, and for additional hours of service as reasonably required to perform his
duties as City Attorney, and shall be paid at the rate of $385 per hour for each hour (or portion thereof)
that he works in a month in excess of 100 hours.
4.3 Increases. Harrison's base salary shall each be increased at the same time and in
the same percentage increase as salary increases are generally granted to other City employees.
4.4 Records and Pay Periods. Harrison shall submit records of his hours, including
a description of the amount of time each project was worked on each day, which time records are to be
submitted monthly. Harrison shall be paid every two weeks in accordance with the City's regular
payroll practices, and his compensation shall be subject to all standard withholding deductions.
5. Expenses. The City shall, on a monthlybasis, pay or reimburse Harrison for the
reasonable and necessary expenses incurred by Harrison in connection with the performance of his
duties hereunder if (a) such expenses have been previously approved by the City or reimbursement is
otherwise appropriate in accordance with the City's established policies, and (b) the City receives such
verification thereof as the City may reasonably require. The following expenses do not require pre -
approval, unless the charges are anticipated to be substantially in excess of previously approved similar
charges: lengthy document typing, outside word processing services, obtaining documents from
research libraries or official agencies, and the cost of travel and other expenses incurred on business
trips to meetings or official appearances on behalf of the City. Harrison shall be entitled to
reimbursement for any other expenses that Harrison incurs in the course of undertaking his services for
and on behalf of the City that are approved by the City Administrator or his authorized designee.
Harrison may use the services of City employees in connection with the performance of his duties
hereunder, including, without limitation, the performance of clerical or typing duties. Upon any
termination of this Agreement, Harrison shall be reimbursed for any unpaid expenses incurred through
the date of termination that are reimbursable in accordance with this Section 5.
6. Other Benefits. Harrison shall be entitled to all of the benefits available generally to
City employees, including, without limitation, participation in Cal PERS (with contributions by the
City in the same manner as made for other City employees), and group health and life insurance
provided to other City employees, and such additional benefit programs that may be established by the
City for its employees. The City shall have the right to amend, reduce or completely terminate any or
all such plans by duly authorized action respecting all employees covered by such plans as a group.
Upon any termination of this Agreement, Harrison shall be entitled to all benefits through the date of
termination, and to rights under benefit plans beyond the date of termination in accordance with the
provisions of the plans, including COBRA in accordance with law.
7. Vacations and Holidays. Harrison may take off such holidays and vacation days as are
reasonable; provided, however, that he shall be obligated to provide 100 hours of services per month
notwithstanding any such vacations or holidays.
8. Termination. This Agreement may be terminated as follows:
8.1 Death. Harrison's employment shall terminate immediately in the event of his
death.
8.2 Disability. The City may terminate Harrison's employment for Disability by
giving Harrison three (3) days' advance written notice. For all purposes under this Agreement,
"Disability" shall mean that Harrison, at the time such notice is given, has been unable to substantially
perform his duties under this Agreement for a period of not less than three (3) consecutive months (or
after four (4) months in the aggregate during a twelve-month period, whether consecutive or not) as the
result of his incapacity due to physical or mental illness. A determination of Disability shall be made
by the City Council in consultation with a physician reasonably satisfactory to Harrison (or his
representative) and the City, and Harrison shall cooperate with the efforts to make such determination.
Any such determination shall be conclusive and binding on the parties for the purposes of this
Agreement.
8.3 Termination by City for "Cause". The City may terminate Harrison's
employment for "Cause". As used in this Agreement, the term "for Cause" shall be limited to a
termination, for the following acts by Harrison: (i) Harrison's refusal or inability to perform any
material duties contemplated by this Agreement for a period of thirty (30) consecutive business days
(except in the event that Harrison is determined to have a Disability (as defined in Section 8.2) or in
the event of Harrison's death, in which case the date of termination shall be as set forth in Sections 8.2
and 8.1 respectively); (ii) grossly negligent, reckless or willful misconduct in Harrison's performance
of his duties and failure to cure such conduct within 30 calendar days following written notice from the
City Council describing the misconduct; (iii) Harrison's conviction of any felony involving moral
turpitude, which conviction through lapse of time or otherwise is not subject to appeal; or (iv)
Harrison's material violation of City policies, which violation is not cured within 30 calendar days
following written notice from the City Council describing the violation; provided, however, that the
City Council may terminate Harrison immediately, and without notice and opportunity to cure, if the
City Council determines that such violation is so egregious that it is reasonably likely to subject the
City to a risk of substantial liability. The determination of Cause shall be made by the City Council in
its reasonable discretion.
8.4 Termination by Harrison for "Good Reason". Subject to the provisions set forth
below, at any time after the date Harrison commences employment under this Agreement, upon thirty
(30) days' advance written notice to the City of his intent to terminate the Agreement, Harrison shall
have the right to terminate his employment under this Agreement for "Good Reason". For purposes of
this Agreement, "Good Reason" is defined as any one of the following: (i) the City fails to comply
with the provisions hereof governing compensation and benefits to Harrison; (ii) the City requires
Harrison to relocate to the City of Vernon or requires Harrison to be available in the City of Vernon on
a basis that is substantially in excess of past pattern and practice or otherwise unreasonable; (iii) the
City fails to maintain Harrison in the position of City Attorney or Assistant City Attorney; (iv) the City
materially breaches any other provision of this Agreement with Harrison; or (v) conduct by the City
occurs that would cause Harrison to commit fraudulent acts or would expose Harrison to criminal
liability; provided, however, that it shall not constitute Good Reason unless Harrison shall have
provided the City with written notice of its alleged actions constituting Good Reason (which notice
shall specify in reasonable detail the particulars of such Good Reason) and the City has not cured any
such alleged Good Reason within thirty (30) days of the City's receipt of such written notice.
9. Notices. For purposes of this Agreement, notices and other communications provided
for in this Agreement shall be in writing and shall be delivered personally or sent by United States
certified mail, return receipt requested, postage prepaid, or by reputable overnight courier, addressed as
follows:
3
If to Harrison:
Jeff A. Harrison
4305 Santa Fe Avenue
Vernon, California 90058
If to the City:
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Attn: City Clerk
or to such other address or the attention of such other person as the recipient party has previously
furnished to the other party in writing in accordance with this Section 9. Such notices or other
communications shall be effective upon receipt or refusal to accept delivery.
10. Integration. This Agreement represents the entire agreement and understanding
between the parties as to the subject matter hereof and supersedes all prior or contemporaneous
agreements, whether written or oral. No waiver, alteration, or modification of any of the provisions of
this Agreement shall be binding unless in writing and signed by the parties hereto.
11. Waiver. Failure or delay on the part of either party hereto to enforce any right, power,
or privilege hereunder shall not be deemed to constitute a waiver thereof. Additionally, a waiver by
either party of a breach of any promise hereof by the other party shall not operate as or be construed to
constitute a waiver of any subsequent breach by such other party.
12. Severability. Whenever possible, each provision of this Agreement will be interpreted
in such manner as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or
rule, such invalidity, illegality or unenforceability will not affect any other provision, but this
Agreement will be reformed, construed and enforced to limit the non -enforceable term to the extent
required to make it enforceable and, if necessary, such term shall be severed from the Agreement.
13. Headings. The headings of the Sections contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of any provision of this
Agreement.
14. Applicable Law. This Agreement shall be governed by and construed in accordance
with the internal substantive laws, and not the choice of law rules, of the State of California.
15. Counterparts; Facsimile. This Agreement may be executed in one or more counterparts,
each of which shall constitute an original and all of which, when taken together, shall constitute but
one and the same document. Facsimile signatures to this Agreement shall be enforceable.
16. Attorneys' Fees. In the event of any conflict, dispute, claim, or other issue arising out
of or related to the terms of this Agreement or the relationship between the parties, or any other matter
related to a dispute between the parties in connection with the conduct of either of them related to or
rd
arising out of Harrison's employment by the City, the prevailing party in such matter shall be entitled
to recover from the non -prevailing party all of the prevailing party's costs (including, without
limitation, costs of investigation and defense, court costs, and reasonable attorneys' fees and costs), in
addition to such other remedies as are ordered.
17. Dispute Resolution.
17.1 Use of JAMS. The City and Harrison agree that any dispute or controversy
arising out of or relating to any interpretation, construction, performance, termination or breach of this
Agreement or Harrison's employment with the City or termination of such employment, will be settled
by final and binding arbitration by a panel of arbitrators to be held in Los Angeles County, California,
in accordance with the rules of the Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Without
limiting any other provision herein, this Section 17 shall survive the termination of Harrison's
employment with the City and will apply to any claim, dispute, or controversy that arises during or
after the termination of Harrison's employment with the City.
17.2 Procedure. The arbitration shall take place before a panel of three retired judges
of the Superior Court of the State of California (the "Arbitrators") under the auspices of JAMS. Such
arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either
party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS.
The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute
with respect thereto, the amount involved, if any, and the remedy or determination sought.
17.3 Selection of Arbitrators. Each party shall select a retired judge from the JAMS
panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel.
If one of the parties does not select a retired judge from the JAMS panel within 14 calendar days after
receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS
and the judge selected by the other party will select the third judge for the panel. The third judge is to
be selected within 10 calendar days following the selection of the first two judges. The three judges
will together serve as the Arbitrators. In the event of any subsequent vacancies or inabilities to
perform among the Arbitrators appointed, the Arbitrators involved shall be replaced in accordance with
the provisions of this Section 17.3 as if such replacement was an initial appointment to be made under
this Section 17.3 within the time constraints set forth in this Section 17.3, measured from the date of
notice of such vacancy or inability to the person or persons required to make such appointment.
17.4 The Decision. Any party may be represented by counsel or other authorized
representative. In rendering a decision(s), the Arbitrators shall determine the rights and obligations of
the parties according to the substantive and procedural laws of the State of California and the terms of
this Agreement. The decision of the Arbitrators shall be based on the evidence introduced at the
hearing, and shall be based on, and accompanied by, a written statement of decision explaining the
factual and legal basis for the decision as to each of the principal controverted issues. The agreement
of two of the three Arbitrators as to the resolution of the dispute shall be a conclusive resolution. The
Arbitrators shall deliver the written decision to the parties within 30 calendar days following the date
of the selection of the last of the Arbitrators. The decision shall be conclusive and binding, and it may
thereafter be confirmed as a judgment by the Superior Court of the State of California; subject only to
challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The
validity and enforceability of the decision of the Arbitrators is to be determined exclusively by the
California courts. The Arbitrators shall have the authority to grant Harrison or the City or both all
remedies otherwise available by law, including injunctions.
17.5 Payment of Arbitrators. The City shall pay the costs of all Arbitrators and the
arbitration process.
17.6 Waiver. The parties hereby acknowledge that they have voluntarily waived their
right to a trial by the court or by a jury, have negotiated the terms of this Agreement, including,
without limitation, this Section 17, have consulted with counsel concerning such terms, and voluntarily
agree to them.
City's Initials
Harrison's Initials
Each of the parties has executed this Employment Agreement, in the case of the City by its duly
authorized representative, as of the day and year first above written.
ATTEST:
Manuela Giron
City Clerk
Approved as to Form:
By: y
Eric T. Fresch
Assistant City Attorney
CITY OF VERNON
a Municipal Corporation
Me
Mayor / Mayor Pro-Tem
QA
f A. arrison
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
December 3, 2007
Mr. Jeff A. Harrison
City Attorney
4305 Santa Fe Avenue
Vernon, California 90058
Re: Employment Agreement
Dear Mr. Harrison:
Transmitted herewith is a fully executed agreement, as
above, approved by City Council on November 19, 2007,
Resolution No. 9479.
Very truly yours,
d��
Nelly G ro
City Clerk
NG:dr
c: Martha Valenzuela
Resolution No. 9479
Agreement File No. 07-132
referenced
through
Exclusively Industrid
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of November 19, 2007 (the "Effective Date"),
by and between the CITY OF VERNON, a municipal corporation, ("City") and JEFF A. HARRISON,
an individual ("Harrison), based on the following facts and circumstances:
A. The City and Harrison desire to enter into Employment Agreement (the "Agreement")
to set forth each of their obligations and to govern their relationship. Effective as of the Effective
Date, this Agreement shall supersede and replace any prior agreements in their entirety, either written
or oral, and all of prior agreements shall be null and void and of no further force and effect.
Now, therefore, the parties agree as follows:
1. Employment. Effective as of the Effective Date, and throughout the Term of Harrison's
employment, subject to the terms of Section 8 below, Harrison shall be employed by City to serve as
the City's City Attorney. Harrison shall also perform services in other capacities as designated by the
City Council and/or the Redevelopment Agency of the City of Vernon (the "Agency"), including but
not by way of limitation, Legal Counsel to the Agency and Director of Industrial Development for the
City. Harrison shall have those duties that are consistent with the duties of a City Attorney of a
municipal corporation in the State of California, as well as the duties of the other positions he may
hold, and shall perform such duties under the general direction and supervision of the City Council, or
their authorized designee. Harrison represents that he remains an active member in good standing with
the State Bar of California.
2. Employment Term. Subject to Section 8, Harrison's employment hereunder shall be for
a term of six (6) years commencing on the Effective Date and expiring at the close of business on the
day prior to the sixth (6th ) anniversary of the Effective Date (the "Term"); provided, however, that
every six (6) years, on the anniversary of the Effective Date, this Agreement shall automatically, and
without the need for any action or notice by either party, renew for an additional term of six (6) years,
on the same terms and conditions as this Agreement, unless either party to this Agreement notifies the
other in writing to the contrary at least thirty (30) days prior to the applicable anniversary date.
3. Place of Employ. Harrison may perform the services required hereunder from any
location that Harrison deems reasonable and appropriate; provided, however, that the City may require
that Harrison be physically present in Vernon on occasions that reasonably require his presence, such
as attendance at City Council meetings.
4. Scope of Work and Salary.
4.1 Hours and Base Salary. Harrison shall provide 100 hours of services a month as
City Attorney. Harrison's base salary shall be $28,463 per month.
4.2 Additional Hours and Salary. Notwithstanding the above, Harrison agrees to be
reasonably available for any additional duties or job responsibilities as may be designated from time to
time by the City Council, and for additional hours of service as reasonably required to perform his
duties as City Attorney, and shall be paid at the rate of $385 per hour for each hour (or portion thereof)
that he works in a month in excess of 100 hours.
4.3 Increases. Harrison's base salary shall each be increased at the same time and in
the same percentage increase as salary increases are generally granted to other City employees.
4.4 Records and Pay Periods. Harrison shall submit records of his hours, including
a description of the amount of time each project was worked on each day, which time records are to be
submitted monthly. Harrison shall be paid every two weeks in accordance with the City's regular
payroll practices, and his compensation shall be subject to all standard withholding deductions.
5. Expenses. The City shall, on a monthly basis, pay or reimburse Harrison for the
reasonable and necessary expenses incurred by Harrison in connection with the performance of his
duties hereunder if (a) such expenses have been previously approved by the City or reimbursement is
otherwise appropriate in accordance with the City's established policies, and (b) the City receives such
verification thereof as the City may reasonably require. The following expenses do not require pre -
approval, unless the charges are anticipated to be substantially in excess of previously approved similar
charges: lengthy document typing, outside word processing services, obtaining documents from
research libraries or official agencies, and the cost of travel and other expenses incurred on business
trips to meetings or official appearances on behalf of the City. Harrison shall be entitled to
reimbursement for any other expenses that Harrison incurs in the course of undertaking his services for
and on behalf of the City that are approved by the City Administrator or his authorized designee.
Harrison may use the services of City employees in connection with the performance of his duties
hereunder, including, without limitation, the performance of clerical or typing duties. Upon any
termination of this Agreement, Harrison shall be reimbursed for any unpaid expenses incurred through
the date of termination that are reimbursable in accordance with this Section 5.
6. Other Benefits. Harrison shall be entitled to all of the benefits available generally to
City employees, including, without limitation, participation in Cal PERS (with contributions by the
City in the same manner as made for other City employees), and group health and life insurance
provided to other City employees, and such additional benefit programs that may be established by the
City for its employees. The City shall have the right to amend, reduce or completely terminate any or
all such plans by duly authorized action respecting all employees covered by such plans as a group.
Upon any termination of this Agreement, Harrison shall be entitled to all benefits through the date of
termination, and to rights under benefit plans beyond the date of termination in accordance with the
provisions of the plans, including COBRA in accordance with law.
7. Vacations and Holidays.. Harrison may take off such holidays and vacation days as are
reasonable; provided, however, that he shall be obligated to provide 100 hours of services per month
notwithstanding any such vacations or holidays.
8. Termination. This Agreement may be terminated as follows:
8.1 Death. Harrison's employment shall terminate immediately in the event of his
death.
8.2 Disability. The City may terminate Harrison's employment for Disability by
giving Harrison three (3) days' advance written notice. For all purposes under this Agreement,
"Disability" shall mean that Harrison, at the time such notice is given, has been unable to substantially
perform his duties under this Agreement for a period of not less than three (3) consecutive months (or
N
after four (4) months in the aggregate during a twelve-month period, whether consecutive or not) as the
result of his incapacity due to physical or mental illness. A determination of Disability shall be made
by the City Council in consultation with a physician reasonably satisfactory to Harrison (or his
representative) and the City, and Harrison shall cooperate with the efforts to make such determination.
Any such determination shall be conclusive and binding on the parties for the purposes of this
Agreement.
8.3 Termination by City for "Cause". The City may terminate Harrison's
employment for "Cause". As used in this Agreement, the term "for Cause" shall be limited to a
termination for the following acts by Harrison: (i) Harrison's refusal or inability to perform any
material duties contemplated by this Agreement for a period of thirty (30) consecutive business days
(except in the event that Harrison is determined to have a Disability (as defined in Section 8.2) or in
the event of Harrison's death, in which case the date of termination shall be as set forth in Sections 8.2
and 8.1 respectively); (ii) grossly negligent, reckless or willful misconduct in Harrison's performance
of his duties and failure to cure such conduct within 30 calendar days following written notice from the
City Council describing the misconduct; (iii) Harrison's conviction of any felony involving moral
turpitude, which conviction through lapse of time or otherwise is not subject to appeal; or (iv)
Harrison's material violation of City policies, which violation is not cured within 30 calendar days
following written notice from the City Council describing the violation; provided, however, that the
City Council may terminate Harrison immediately, and without notice and opportunity to cure, if the
City Council determines that such violation is so egregious that it is reasonably likely to subject the
City to a risk of substantial liability. The determination of Cause shall be made by the City Council in
its reasonable discretion.
8.4 Termination by Harrison for "Good Reason". Subject to the provisions set forth
below, at any time after the date Harrison commences employment under this Agreement, upon thirty
(30) days' advance written notice to the City of his intent to terminate the Agreement, Harrison shall
have the right to terminate his employment under this Agreement for "Good Reason". For purposes of
this Agreement, "Good Reason" is defined as any one of the following: (i) the City fails to comply
with the provisions hereof governing compensation and benefits to Harrison; (ii) the City requires
Harrison to relocate to the City of Vernon or requires Harrison to be available in the City of Vernon on
a basis that is substantially in excess of past pattern and practice or otherwise unreasonable; (iii) the
City fails to maintain Harrison in the position of City Attorney or Assistant City Attorney; (iv) the City
materially breaches any other provision of this Agreement with Harrison; or (v) conduct by the City
occurs that would cause Harrison to commit fraudulent acts or would expose Harrison to criminal
liability; provided, however, that it shall not constitute Good Reason unless Harrison shall have
provided the City with written notice of its alleged actions constituting Good Reason (which notice
shall specify in reasonable detail the particulars of such Good Reason) and the City has not cured any
such alleged Good Reason within thirty (30) days of the City's receipt of such written notice.
9. Notices. For purposes of this Agreement, notices and other communications provided
for in this Agreement shall be in writing and shall be delivered personally or sent by United States
certified mail, return receipt requested, postage prepaid, or by reputable overnight courier, addressed as
follows:
3
If to Harrison:
Jeff A. Harrison
4305 Santa Fe Avenue
Vernon, California 90058
If to the City:
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Attn: City Clerk
or to such other address or the attention of such other person as the recipient party has previously
furnished to the other party in writing in accordance with this Section 9. Such notices or other
communications shall be effective upon receipt or refusal to accept delivery.
10. Integration. This Agreement represents the entire agreement and understanding
between the parties as to the subject matter hereof and supersedes all prior or contemporaneous
agreements, whether written or oral. No waiver, alteration, or modification of any of the provisions of
this Agreement shall be binding unless in writing and signed by the parties hereto.
11. Waiver. Failure or delay on the part of either party hereto to enforce any right, power,
or privilege hereunder shall not be deemed to constitute a waiver thereof. Additionally, a waiver by
either party of a breach of any promise hereof by the other party shall not operate as or be construed to
constitute a waiver of any subsequent breach by such other party.
12. Severability. Whenever possible, each provision of this Agreement will be interpreted
in such manner as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or
rule, such invalidity, illegality or unenforceability will not affect any other provision, but this
Agreement will be reformed, construed and enforced to limit the non -enforceable term to the extent
required to make it enforceable and, if necessary, such term shall be severed from the Agreement.
13. Headings. The headings of the Sections contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of any provision of this
Agreement.
14. Applicable Law. This Agreement shall be governed by and construed in accordance
with the internal substantive laws, and not the choice of law rules, of the State of California.
15. Counterparts; Facsimile. This Agreement may be executed in one or more counterparts,
each of which shall constitute an original and all of which, when taken together, shall constitute but
one and the same document. Facsimile signatures to this Agreement shall be enforceable.
16. Attorneys' Fees. In the event of any conflict, dispute, claim, or other issue arising out
of or related to the terms of this Agreement or the relationship between the parties, or any other matter
related to a dispute between the parties in connection with the conduct of either of them related to or
a]
arising out of Harrison's employment by the City, the prevailing party in such matter shall be entitled
to recover from the non -prevailing party all of the prevailing party's costs (including, without
limitation, costs.of investigation and defense, court costs, and reasonable attorneys' fees and costs), in
addition to such other remedies as are ordered.
17. Dispute Resolution.
17.1 Use of JAMS. The City and Harrison agree that any dispute or controversy
arising out of or relating to any interpretation, construction, performance, termination or breach of this
Agreement or Harrison's employment with the City or termination of such employment, will be settled
by final and binding arbitration by a panel of arbitrators to be held in Los Angeles County, California,
in accordance with the rules of the Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Without
limiting any other provision herein, this Section 17 shall survive the termination of Harrison's
employment with the City and will apply to any claim, dispute, or controversy that arises during or
after the termination of Harrison's employment with the City.
17.2 Procedure. The arbitration shall take place before a panel of three retired judges
of the Superior Court of the State of California (the "Arbitrators") under the auspices of JAMS. Such
arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either
party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS.
The Arbitration Notice shall contain a description of the subject matter of the arbitration, the dispute
with respect thereto, the amount involved, if any, and the remedy or determination sought.
17.3 Selection of Arbitrators. Each party shall select a retired judge from the JAMS
panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel.
If one of the parties does not select a retired judge from the JAMS panel within 14 calendar days after
receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS
and the judge selected by the other party will select the third judge for the panel. The third judge is to
be selected within 10 calendar days following the selection of the first two judges. The three judges
will together serve as the Arbitrators. In the event of any subsequent vacancies or inabilities to
perform among the Arbitrators appointed, the Arbitrators involved shall be replaced in accordance with
the provisions of this Section 17.3 as if such replacement was an initial appointment to be made under
this Section 17.3 within the time constraints set forth in this Section 17.3, measured from the date of
notice of such vacancy or inability to the person or persons required to make such appointment.
17.4 The Decision. Any party may be represented by counsel or other authorized
representative. In rendering a decision(s), the Arbitrators shall determine the rights and obligations of
the parties according to the substantive and procedural laws of the State of California and the terms of
this Agreement. The decision of the Arbitrators shall be based on the evidence introduced at the
hearing, and shall be based on, and accompanied by, a written statement of decision explaining the
factual and legal basis for the decision as to each of the principal controverted issues. The agreement
of two of the three Arbitrators as to the resolution of the dispute shall be a conclusive resolution. The
Arbitrators shall deliver the written decision to the parties within 30 calendar days following the date
of the selection of the last of the Arbitrators. The decision shall be conclusive and binding, and it may
thereafter be confirmed as a judgment by the Superior Court of the State of California, subject only to
challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The
validity and enforceability of the decision of the Arbitrators is to be determined exclusively by the
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California courts. The Arbitrators shall have the authority to grant Harrison or the City or both all
remedies otherwise available by law, including injunctions.
17.5 Payment of Arbitrators. The City shall pay the costs of all Arbitrators and the
arbitration process.
17.6 Waiver. The parties hereby acknowledge that they have voluntarily waived their
right to a trial by the court or by a jury, have negotiated the terms of this Agreement, including,
without limitation, this Section 17, have consulted with counsel concerning such terms, and voluntarily
agree to them.
eloll
City's Initials
Harri n s Initials
Each of the parties has executed this Employment Agreement, in the case of the City by its duly
authorized representative, as of the.day and year first above written.
ATTEST:
By:
nuela Giron
City Clerk
Approved as to Form:
�r
By:
Eric T. Fresch
Assistant City Attorney
CITY OF VERNON
a Municipal Corporation
By:
LLeonis C. lburg
Mayor /-1byeP sir
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