Resolution No. 95271 RESOLUTION NO. 9527
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3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
4 AN EMPLOYMENT AGREEMENT BY AND BETWEEN THE CITY OF
VERNON AND RORY BURNETT
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6 WHEREAS, Rory Burnett ("Burnett") was appointed to serve as
7 the Finance Director of the City of Vernon by Resolution No. 8863
8 adopted on September 21, 2005; and
9 WHEREAS, the City of Vernon and Burnett desire to enter into
10 an Employment Agreement setting forth the terms and conditions
11 governing their relationship for the performance of services in such
12 capacities as designated by the City Council and/or any other board,
13 commission, association or society of the City; and
14 WHEREAS, the City and Burnett desire Burnett to provide
15 services to the City for a base salary of $28,333 per month for 120
16 hours of service and $375.00 per hour for services rendered in excess
17 of 120 hours per month; and
18 WHEREAS, the City Council of the City of Vernon intends to
19 change Burnett's status to an employee for purposes of all benefits
20 generally available to City employees, including, without limitation,
21 participation in the California Public Employees Retirement System,
22 group health and life insurance and such additional benefit programs
23 that may be established by the City for its employees.
24 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
25 CITY OF VERNON AS FOLLOWS:
26 SECTION 1: The City Council of the City of Vernon hereby
27 finds and determines that the recitals contained hereinabove are true
28 and correct.
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SECTION 2: The City Council of the City of Vernon hereby
approves the Employment Agreement for services with Burnett, a copy of
which is attached hereto as Exhibit A and incorporated by reference.
The City retains Burnett as the Finance Director of the City and in
such other capacities as designated by the City Council and/or any
other board, commission, association or society of the City on the
terms and conditions contained in the Employment Agreement.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf of, the City of Vernon and the City Clerk is hereby
authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send one fully executed
Agreement to:
Rory Burnett
4305 Santa Fe Avenue
Vernon, CA 90058
SECTION 5: 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 22nd day of January, 2008.
ATTEST:
MAN ELA GIRON, City Clerk
r
Name: Loonis C. Malburg
Title: Mayor/ -M yor Pro-
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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. 9527, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Tuesday, January 22, 2008, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
MANUELA GI ON,( City Clerk
- 3 -
EXHIBIT A
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of January 22, 2008 (the "Effective Date"), by
and between the CITY OF VERNON, a municipal corporation, ("City") and RORY BURNETT, an
individual ("Burnett), based on the following facts and circumstances:
A. The City and Burnett 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 Burnett's
employment, subject to the terms of Section 8 below, Burnett shall be employed by City to serve as the
City's Finance Director. Burnett shall also perform services in other capacities as designated by the
City Council, including but not by way of limitation, Deputy City Treasurer for the City. Burnett shall
have those duties that are consistent with the duties of a Finance Director 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.
2. Em llooyment Term. Subject to Section 8, Burnett's employment hereunder shall be for
a term of seven (7) years commencing on the Effective Date and expiring at the close of business on
the day prior to the seventh (7th ) anniversary of the Effective Date (the "Term").
3. Place of Employment. Burnett may perform the services required hereunder from any
location that Burnett deems reasonable and appropriate; provided, however, that the City may require
that Burnett 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 Salarv. Burnett shall provide 120 hours of services a month as
Finance Director. Burnett's base salary shall be $28,333 per month.
4.2 Additional Hours and Salary. Notwithstanding the above, Burnett 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 Finance Director, and shall be paid at the rate of $375 per hour for each hour (or portion
thereof) that he works in a month in excess of 120 hours.
4.3 Increases. Burnett's base salary shall 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. Burnett 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. Burnett 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 Burnett for the
reasonable and necessary expenses incurred by Burnett 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. Burnett shall be entitled to
reimbursement for any other expenses that Burnett 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.
Burnett 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, Burnett 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. Burnett 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, Burnett 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. Burnett may take off such holidays and vacation days as are
reasonable; provided, however, that he shall be obligated to provide 120 hours of services per month
notwithstanding any such vacations or holidays.
8. Termination. This Agreement may be terminated as follows:
8.1 Death. Burnett's employment shall terminate immediately in the event of his
death.
8.2 Disability. The City may terminate Burnett's employment for Disability by
giving Burnett three (3) days' advance written notice. For all purposes under this Agreement,
"Disability" shall mean that Burnett, 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 Burnett (or his
representative) and the City, and Burnett shall cooperate with the efforts to make such determination.
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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 Burnett's
employment for "Cause". As used in this Agreement, the term "for Cause" shall be limited to a
termination for the following acts by Burnett: (i) Burnett'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 Burnett is determined to have a Disability (as defined in Section 8.2) or in the event of
Burnett'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 Burnett'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) Burnett's conviction of any felony involving moral turpitude,
which conviction through lapse of time or otherwise is not subject to appeal; or (iv) Burnett'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
Burnett 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 Burnett for "Good Reason". Subject to the provisions set forth
below, at any time after the date Burnett commences employment under this Agreement, upon thirty
(30) days' advance written notice to the City of his intent to terminate the Agreement, Burnett 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 Burnett; (ii) the City requires
Burnett to relocate to the City of Vernon or requires Burnett 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 Burnett in the position of Finance Director; (iv) the City materially breaches any other
provision of this Agreement with Burnett; or (v) conduct by the City occurs that would cause Burnett
to commit fraudulent acts or would expose Burnett to criminal liability; provided, however, that it shall
not constitute Good Reason unless Burnett 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:
If to Burnett:
Rory Burnett
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. Inte rag tion. 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
arising out of Bumett'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.
El
17. Dispute Resolution.
17.1 Use of JAMS. The City and Burnett agree that any dispute or controversy
arising out of or relating to any interpretation, construction, performance, termination or breach of this
Agreement or Burnett'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 Burnett's
employment with the City and will apply to any claim, dispute, or controversy that arises during or
after the termination of Burnett'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 Burnett 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
Burnett'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:
Lo
Jeff A. Harrison
City Attorney
CITY OF VERNON
a Municipal Corporation
LE
Col
Mayor / Mayor Pro -Tern
Rory Burnett
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
January 30, 2008
Mr. Rory Burnett
Finance Director
4305 Santa Fe Avenue
Vernon, California 90058
Re: Employment Agreement
Dear Mr. Burnett:
Transmitted herewith is a fully executed agreement, as referenced
above, approved by City Council on January 22, 2008, through
Resolution No. 9527.
Very truly yours,
Ael Gi n
ity Cler
NG:dr
c: Martha Valenzuela
Resolution No. 9527
Agreement File No. 08-006
F�,-cfusivefy Industria(
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of January 22, 2008 (the "Effective Date"), by
and between the CITY OF VERNON, a municipal corporation, ("City") and RORY BURNETT, an
individual (`Burnett), based on the following facts and circumstances:
A. The City and Burnett 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 Burnett's
employment, subject to the terms of Section 8 below, Burnett shall be employed by City to serve as the
City's Finance Director. Burnett shall also perform services in other capacities as designated by the
City Council, including but not by way of limitation, Deputy City Treasurer for the City. Burnett shall
have those duties that are consistent with the duties of a Finance Director 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.
2. Employment Term. Subject to Section 8, Burnett's employment hereunder shall be for
a term of seven (7) years commencing on the Effective Date and expiring at the close of business on
the day prior to the seventh (7th ) anniversary of the Effective Date (the "Term").
3. Place of Employment. Burnett may perform the services required hereunder from any
location that Burnett deems reasonable and appropriate; provided, however, that the City may require
that Burnett 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. Burnett shall provide 120 hours of services a month as
Finance Director. Burnett's base salary shall be $28,333 per month.
4.2 Additional Hours and Salary. Notwithstanding the above, Burnett 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 Finance Director, and shall be paid at the rate of $375 per hour for each hour (or portion
thereof) that he works in a month in excess of 120 hours.
4.3 Increases. Burnett's base salary shall 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 Pav Periods. Burnett 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. Burnett 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 Burnett for the
reasonable and necessary expenses incurred by Burnett 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. Burnett shall be entitled to
reimbursement for any other expenses that Burnett 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.
Burnett 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, Burnett 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. Burnett 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, Burnett 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. Burnett may take off such holidays and vacation days as are
reasonable; provided, however, that he shall be obligated to provide 120 hours of services per month
notwithstanding any such vacations or holidays.
8. Termination. This Agreement may be terminated as follows:
8.1 Death. Burnett's employment shall terminate immediately in the event of his
death.
8.2 Disability. The City may terminate Burnett's employment for Disability by
giving Burnett three (3) days' advance written notice. For all purposes under this Agreement,
"Disability" shall mean that Burnett, 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 Burnett (or his
representative) and the City, and Burnett shall cooperate with the efforts to make such determination.
2
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 Bumett's
employment for "Cause". As used in this Agreement, the term "for Cause" shall be limited to a
termination for the following acts by Burnett: (i) Burnett'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 Burnett is determined to have a Disability (as defined in Section 8.2) or in the event of
Bumett'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 Bumett'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) Burnett's conviction of any felony involving moral turpitude,
which conviction through lapse of time or otherwise is not subject to appeal; or (iv) Bumett'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
Burnett 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 Burnett for "Good Reason". Subject to the provisions set forth
below, at any time after the date Burnett commences employment under this Agreement, upon thirty
(30) days' advance written notice to the City of his intent to terminate the Agreement, Burnett 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 Burnett; (ii) the City requires
Burnett to relocate to the City of Vernon or requires Burnett 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 Burnett in the position of Finance Director; (iv) the City materially breaches any other
provision of this Agreement with Burnett; or (v) conduct by the City occurs that would cause Burnett
to commit fraudulent acts or would expose Burnett to criminal liability; provided, however, that it shall
not constitute Good Reason unless Burnett 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:
If to Burnett:
Rory Burnett
4305 Santa Fe Avenue
Vernon, California 90058
3
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. Integ_ration. 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
arising out of Burnett'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.
El
17. Dispute Resolution.
17.1 Use of JAMS. The City and Burnett agree that any dispute or controversy
arising out of or relating to any interpretation, construction, performance, termination or breach of this
Agreement or Burnett'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 Burnett's
employment with the City and will apply to any claim, dispute, or controversy that arises during or
after the termination of Bumett'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 Burnett 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.
5
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
M
Burnett'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:
M nuela Giron
City Clerk
Approved as to F
By:
Jeff
City
CITY OF VERNON
a Municipal Corporation
By:
L his C. Malb rg
Mayor / WWXft)6XX0 (
4e6-�, PO4-1�
Ro Burnett
10
Delivered personally to Rory
/ Burnett at 1:10 p.m. on 12/9/2009.
fxi
«(q lei
J
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
December 14, 2009
Mr. Rory Burnett
4305 Santa Fe Avenue
Vernon, California 90058
Subject: Notice of Non -Renewal
Dear Mr. Burnett:
We refer to Employment Agreement entered into as of January 22, 2008, by and between
the City of Vernon, a municipal corporation; and Rory Burnett, an individual. Please
accept this letter as our formal notice to you that we will not be renewing the
Employment Agreement effective January 22, 2015.
I would like to personally thank you for all of your work on behalf of the City.
Very truly yours,
Donal O'Callaghan
City Administrator
DO:rmt
cc: Larry Wiener, City Attorney
Nelly Giron, City Clerk
Personnel Department
E.-�-cfusivefy Industrial
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RESOLUTION NO. 9527
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 RORY BURNETT
WHEREAS, Rory Burnett ("Burnett") was appointed to serve as
the Finance Director of the City of Vernon by Resolution No. 8863
adopted on September 21, 2005; and .
WHEREAS, the City of Vernon and Burnett desire to enter into
an Employment Agreement 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 any other board,
commission, association or society of the City; and
WHEREAS, the City and Burnett desire Burnett to provide
services to the City for a base salary of $28,333 per month for 120
hours of service and $375.00 per hour for services rendered in excess
of 120 hours per month; and
WHEREAS, the City Council of the City of Vernon intends to
change Burnett's status to 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.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
=Y OF VERNON AS FOLLOWS -
SECTION 1: The City Council of the City of Vernon hereby
:finds and determines that the recitals contained hereinabove are true
and correct.
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SECTION 2: The City Council of the City of Vernon hereby
approves the Employment Agreement for services with Burnett, a copy of
which is attached hereto as Exhibit A.and incorporated by reference.
The City retains Burnett as the Finance Director of the City and in
such other capacities as designated by the City Council and/or any
other board, commission, association or society of the City on the
terms and conditions contained in the Employment Agreement.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute said Agreement for,
and on behalf.of, the City of Vernon and the City Clerk is hereby
authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
directs the City Clerk, or her designee, to send one fully executed
jAgreement to:
Rory Burnett
4305 Santa Fe Avenue
Vernon, CA 90058
SECTION 5: 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 22Id day of January, 2008.
ATTEST:
Yam.
44AM ELA GI.RON, Ci y Clerk
Name: Leonis C. Malburg
Title: Mayor / yor Pro
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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. 9527, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Tuesday, January 22, 2008, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
✓LTy`..
MANUELA GI ON, City Clerk
(SEAL)
- 3 -
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of January 22, 2008 (the "Effective Date"), by
and between the CITY OF VERNON, a municipal corporation, ("City") and RORY BURNETT, an
individual (`Burnett), based on the following facts and circumstances:
A. The City and Burnett 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 Burnett's
employment, subject to the terms of Section 8 below, Burnett shall be employed by City to serve as the
City's Finance Director. Burnett shall also perform services in other capacities as designated by the
City Council, including but not by way of limitation, Deputy City Treasurer for the City. Burnett shall
have those duties that are consistent with the duties of a Finance Director 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.
2. Employment Term. Subject to Section 8, Burnett's employment hereunder shall be for
a term of seven (7) years commencing on the Effective Date and expiring at the close of business on
the day prior to the seventh (7tb ) anniversary of the Effective Date (the "Term").
3. Place of Employment. Burnett may perform the services required hereunder from any
location that Burnett deems reasonable and appropriate; provided, however, that the City may require
that Burnett 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. Burnett shall provide 120 hours of services a month as
Finance Director. Burnett's base salary shall be $28,333 per month.
4.2 Additional Hours and Salary. Notwithstanding the above, Burnett agrees to be
reasonably available for any additional duties or job responsibilities as maybe designated from time to
time by the City Council, and for additional hours of service as reasonably required to perform his
duties as Finance Director, and shall be paid at the rate of $375 per hour for each hour (or portion
thereof) that he works in a month in excess of 120 hours.
4.3 Increases. Burnett's base salary shall 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. Burnett 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. Burnett 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 Burnett for the
reasonable and necessary expenses incurred by Burnett 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. Burnett shall be entitled to
reimbursement for any other expenses that Burnett 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.
Burnett 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, Burnett 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. Burnett 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, Burnett 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. Burnett may take off such holidays and vacation days as are
reasonable; provided, however, that he shall be obligated to provide 120 hours of services per month
notwithstanding any such vacations or holidays.
Termination. This Agreement may be terminated as follows:
death. 8.1 Death. Burnett's employment shall terminate immediately in the event of his
8.2 Disabilily. The City may terminate Burnett's employment for Disability by
giving Burnett three (3) days' advance written notice. For all purposes under this Agreement,
"Disability" shall mean that Burnett, 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 Burnett (or his
representative) and the City, and Burnett shall cooperate with the efforts to make such determination.
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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 Burnett's
employment for "Cause". As used in this Agreement, the term "for Cause" shall be limited to a
termination for the following acts by Burnett: (i) Burnett'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 Burnett is determined to have a Disability (as defined in Section 8.2) or in the event of
Burnett'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 Burnett'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) Burnett's conviction of any felony involving moral turpitude,
which conviction through lapse of time or otherwise is not subject to appeal; or (iv) Burnett'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
Burnett 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 Burnett for "Good Reason". Subject to the provisions set forth
below, at any time after the date Burnett commences employment under this Agreement, upon thirty
(30) days' advance written notice to the City of his intent to terminate the Agreement, Burnett 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 Burnett; (ii) the City requires
Burnett to relocate to the City of Vernon or requires Burnett to be available in the City of Vernodon a
basis that is substantially in excess of past pattern and practice or otherwise unreasonable; (iii) the City
fails to maintain Burnett in the position of Finance, Director; (iv) the City materially breaches any other
provision of this Agreement with Burnett; or (v) conduct by the City occurs that would cause Burnett
to commit fraudulent acts or would expose Burnett to criminal liability; provided, however: that it shall
not constitute Good Reason unless Burnett 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:
If to Burnett:
Rory Burnett
4305 Santa Fe Avenue
Vernon, California 90058
3
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
famished 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. Inte ation. 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. Severabilitv.. 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. Headinas. 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
arising out of Bumett'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.
4
17. Dispute Resolution,
. 17.1 Use of JAMS. The City and Burnett agree that any dispute or controversy
arising out of or relating to any interpretation, construction, performance, termination or breach of this
Agreement or Burnett'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 Bumett's
employment with the City and will apply to any claim, dispute, or controversy that arises during or
after the termination of Burnett'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 Burnett 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 Burnett'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: CITY OF VERNON
a Municipal Corporation
By:
Manuela Giron
City Clerk
Approved as to Form:
By:
Jeff A. Harrison
City Attorney
By:
Mayor / Mayor Pro-Tem
0
Rory Burnett
1-1 A — .
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
January 30, 2008
Mr. Rory Burnett
Finance Director
4305 Santa Fe Avenue
Vernon, California 90058
Re: Employment Agreement
Dear Mr. Burnett:
Transmitted herewith is a fully executed agreement, as referenced
above, approved by City Council on January 22, 2008, through
Resolution No. 9527.
Very truly yours,
el J.in
ity
NG:dr
c: Martha Valenzuela
Resolution No. 9527
Agreement File No. 08-006
E.Ccfusivefy lndustiia(
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of January 22, 2008 (the "Effective Date"), by
and between the CITY OF VERNON, a municipal corporation, ("City") and RORY BURNETT, an
individual (`Burnett), based on the following facts and circumstances:
A. The City and Burnett 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 Burnett's
employment, subject to the terms of Section 8 below, Burnett shall be employed by City to serve as the
City's Finance Director. Burnett shall also perform services in other capacities as designated by the
City Council, including but not by way of limitation, Deputy City Treasurer for the City. Burnett shall
have those duties that are consistent with the duties of a Finance Director 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.
2. Employment Term. Subject to Section 8, Burnett's employment hereunder shall be for
a term of seven (7) years commencing on the Effective Date and expiring at the close of business on
the day prior to the seventh (7`11 ) anniversary of the Effective Date (the "Term"). .
3. Puce of Emoyment. Burnett may perform the services required hereunder from any
location that Burnett deems reasonable and appropriate; provided, however, that the City may require
that Burnett 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. Burnett shall provide 120 hours of services a month as
Finance Director. Burnett's base salary shall be $28,333 per month.
4.2 Additional Hours and Salary Notwithstanding the above, Burnett 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 Finance Director, and shall be paid at the rate of $375 per hour for each hour (or portion
thereof) that he works in a month in excess of 120 hours.
4.3 Increases. Burnett's base salary shall 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. Burnett 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. Burnett 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. Ex enses. The City shall, on a monthly basis, pay or reimburse Burnett for the
reasonable and necessary expenses incurred by Burnett 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. Burnett shall be entitled to
reimbursement for any other expenses that Burnett 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.
Burnett 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, Burnett 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. Burnett 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, Burnett 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. Burnett may take off such holidays and vacation days as are
reasonable; provided, however, that he shall be obligated to provide 120 hours of services per month
notwithstanding any such vacations or holidays.
8. Termination. This Agreement may be terminated as follows:
8.1 Death. Burnett's employment shall terminate immediately in the event of his
death.
81.2 Disability. The City may terminate Burnett's employment for Disability by
giving Burnett three (3) days' advance written notice. For all purposes under this Agreement,
"Disability" shall mean that Burnett, 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 Burnett (or his
representative) and the City, and Burnett shall cooperate with the efforts to make such determination.
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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 Bumett's
employment for "Cause". As used in this Agreement, the term "for Cause" shall be limited to a
termination for the following acts by Burnett: (i) Burnett'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 Burnett is determined to have a Disability (as defined in Section 8.2) or in the event of
Burnett'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 Burnett'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) Burnett's conviction of any felony involving moral turpitude,
which conviction through lapse of time or otherwise is not subject to appeal; or (iv) Burnett'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
Burnett 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 Burnett for "Good Reason". Subject to the provisions set forth
below, at any time after the date Burnett commences employment under this Agreement, upon thirty
(30) days' advance written notice to the City of his intent to terminate the Agreement, Burnett 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 Burnett; (ii) the City requires
Burnett to relocate to the City of Vernon or requires Burnett 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 Burnett in the position of Finance Director; (iv) the City materially breaches any other
provision of this Agreement with Burnett; or (v) conduct by the City occurs that would cause Burnett
to commit fraudulent acts or would expose Burnett to criminal liability; provided, however, that it shall
not constitute Good Reason unless Burnett 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:
If to Burnett:
Rory Burnett
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. Attorne s' 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
arising out of Burnett'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.
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17. Dis ute Resolution.
17.1 Use of. JAMS. The City and Burnett agree that any dispute or controversy
arising out of or relating to any interpretation, construction, performance, termination or breach of this
Agreement or Burnett'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 Burnett's
employment with the City and will apply to any claim, dispute, or controversy that arises during or
after the termination of Burnett'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 17.5, 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 Burnett 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.
5
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 Burnett'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:
uela iron
City Clerk
Appi
By:
CITY OF VERNON
a Municipal Corporation
By: 4�'�� d _
L nis C. Malb rg
Mayor / MWXft)' XIOXX
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RoAdBurnett