Resolution No. 95821
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PAIR
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RESOLUTION NO. 9582
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 AVIGAL HORROW
WHEREAS, the City of Vernon and Avigal Horrow ("Horrow")
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
including, but not limited to, Assistant City Attorney III for the
City; and
WHEREAS, the City and Horrow desire Horrow to provide
services to the City for a base salary of $25,000.00 per month; and
WHEREAS, the City Council of the City of Vernon intends to
change Horrow'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
CITY 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.
SECTION 2: The City Council of the City of Vernon hereby
approves the Employment Agreement for services with Horrow, a copy of
which is attached hereto as Exhibit A and incorporated by reference.
The City retains Horrow as the Assistant City Attorney III on the
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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 his designee, to send one fully executed
Agreement to:
Avigal Horrow
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 7th day of April, 2008.
ATTEST:
I
MANUELA GIRON, Cit Clerk
Name: Lconis C. Malburg
Title: Mayor „, =4 -er—e
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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. 9582, was
duly adopted by the City Council of the City of Vernon at a regular
meeting of the City Council duly held on Monday, April 7, 2008, and
thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of
Vernon.
(SEAL)
ti
MANUELA GIRON, C ty Clerk
- 3 -
EXHIBIT A
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of April 7, 2008 (the "Effective Date"),
by and between THE CITY OF VERNON, a municipal corporation, ("City") and AVIGAL
HORROW, an individual ("Horrow"), based on the following facts and circumstances:
A. The City and Horrow, through AH Consulting Group, entered into an agreement
for legal and consulting services in June, 2007 (the "Prior Agreement").
B. The City and Horrow desire to enter into this Employment Agreement (the
"Agreement") to modify and clarify each of their obligations and to govern their relationship.
Effective as of the Effective Date, this Agreement shall supersede and replace the Prior
Agreement in its entirety, and the Prior Agreement 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
Horrow's employment, subject to the terms of Sections 8 and 9 below, Horrow shall be
employed by City to serve as an Assistant City Attorney. Horrow shall have those duties that are
consistent with the duties of an Assistant City Attorney of a municipal corporation in the State of
California, and shall perform such duties under the general direction and supervision of the City
Attorney, or his authorized designee. Horrow represents that she remains an active member in
good standing with the State Bar of California. Horrow shall also perform the duties of Director
of Human Resources, which shall oversee the departments of Personnel and Risk Management,
and Horrow shall have those duties that are consistent with the duties of a Director of Human
Resources.
2. Employment Term. Subject to Section 8, Horrow's employment hereunder shall
be for a term of four (4) years commencing on the Effective Date and expiring at the close of
business on the day prior to the fourth anniversary of the Effective Date (the "Term"); provided,
however, that every four 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 four (4) 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. Horrow may perform the services required hereunder from
any location that Horrow deems reasonable and appropriate; provided, however, that the City
may require that Horrow be physically present in Vernon on occasions that reasonably require
her presence, such as attendance at City Council meetings.
4. Salary. Horrow's base salary shall be $25,000.00 per month.
5. Expenses. The City shall, on a monthly basis, pay or reimburse Horrow for the
reasonable and necessary expenses incurred by Horrow in connection with the performance of
her duties hereunder if (a) such expenses have been previously approved by the City or
01910/0001 122946.2
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: the cost of travel and other expenses incurred on
business trips to meetings or official appearances on behalf of the City. Horrow shall be entitled
to reimbursement for any other expenses that Horrow incurs in the course of undertaking her
services for and on behalf of the City that are approved by the City Attorney or his authorized
designee. Horrow may use the services of City employees in connection with the performance of
her duties hereunder, including, without limitation, the performance of clerical or typing duties.
Upon any termination of this Agreement, Horrow 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. Horrow 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, Horrow 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. Horrow may take off such holidays and vacation days as
are reasonable.
8. Termination. This Agreement may be terminated as follows:
8.1 Death. Horrow's employment shall terminate immediately in the event of
her death.
8.2 Disability. The City may terminate Horrow's employment for Disability
by giving Horrow three (3) days' advance written notice. For all purposes under this Agreement,
"Disability" shall mean that Horrow, at the time such notice is given, has been unable to
substantially perform her 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 her 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 Horrow (or her representative) and the City, and Horrow 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 Horrow's
employment for "Cause". As used in this Agreement, the term "for Cause" shall be limited to a
termination for the following acts by Horrow: (i) Horrow'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 Horrow is determined to have a Disability (as defined in Section
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8.2) or in the event of Horrow'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
Horrow's performance of her duties and failure to cure such conduct within 30 calendar days
following written notice from the City Council describing the misconduct; (iii) Horrow's
conviction of any felony involving moral turpitude, which conviction through lapse of time or
otherwise is not subject to appeal; or (iv) Horrow'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 Horrow
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 Horrow for "Good Reason". Subject to the provisions set
forth below, at any time after the date Horrow commences employment under this Agreement,
upon thirty (30) days' advance written notice to the City of her intent to terminate the Agreement,
Horrow shall have the right to terminate her 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 Horrow; (ii) the City requires Horrow to relocate to the City of Vernon or requires
Horrow 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 Horrow in the
position of Assistant City Attorney; (iv) the City materially breaches any other provision of this
Agreement with Horrow; or (v) conduct by the City occurs that would cause Horrow to commit
fraudulent acts or would expose Horrow to criminal liability; provided, however, that it shall not
constitute Good Reason unless Horrow 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 Horrow:
Avi al Horrow
If to the City:
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Attn: City Clerk
01910/0001 122946.2
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 arising out of Horrow'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 Horrow agree that any dispute or controversy
arising out of or relating to any interpretation, construction, performance, termination or breach
of this Agreement or Horrow 's employment with the City or termination of such employment,
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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 Horrow's employment with the City and will apply to any claim,
dispute, or controversy that arises during or after the termination of Horrow '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 Horrow 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.
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17.6 Waiver. The parties hereby acknowledge that they have volu
waived their right to a trial by the court or by a jury,. have negotiated the terms of th
Agreement, including, without limitation, this Section 17, have consulted with coup
..A, — • _
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
April 21, 2008
Ms. Avigal Horrow
4305 Santa Fe Avenue
Vernon, CA 90058
RE: Employment Agreement
Transmitted herewith is a copy of the fully executed agreement as
referenced above.
Should there be any questions on this matter, please contact Jeff
Harrison at (323) 583-8811 extension 173.
Sincerely,
d
Ne ly G' on
City Clerk
NG:dr
Enclosures
c: Martha Valenzuela
Willard Yamaguchi
Resolution No. 9582
Agreement File No. 08-035
Exclusivefy Industriaf
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of April 7, 2008 (the "Effective Date"),
by and between THE CITY OF VERNON, a municipal corporation, ("City") and AVIGAL
HORROW, an individual ("Horrow"), based on the following facts and circumstances:
A. The City and Horrow, through AH Consulting Group, entered into an agreement
for legal and consulting services in June, 2007 (the "Prior Agreement").
B. The City and Horrow desire to enter into this Employment Agreement (the
"Agreement") to modify and clarify each of their obligations and to govern their relationship.
Effective as of the Effective Date, this Agreement shall supersede and replace the Prior
Agreement in its entirety, and the Prior Agreement 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
Horrow's employment, subject to the terms of Sections 8 and 9 below, Horrow shall be
employed by City to serve as an Assistant City Attorney. Horrow shall have those duties that are
consistent with the duties of an Assistant City Attorney of a municipal corporation in the State of
California, and shall perform such duties under the general direction and supervision of the City
Attorney, or his authorized designee. Horrow represents that she remains an active member in
good standing with the State Bar of California. Horrow shall also perform the duties of Director
of Human Resources, which shall oversee the departments of Personnel and Risk Management,
and Horrow shall have those duties that are consistent with the duties of a Director of Human
Resources.
2. Employment Term. Subject to Section 8, Horrow's employment hereunder shall
be for a term of four (4) years commencing on the Effective Date and expiring at the close of
business on the day prior to the fourth anniversary of the Effective Date (the "Term"); provided,
however, that every four 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 four (4) 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. Horrow may perform the services required hereunder from
any location that Horrow deems reasonable and appropriate; provided, however, that the City
may require that Horrow be physically present in Vernon on occasions that reasonably require
her presence, such as attendance at City Council meetings.
4. Salary. Horrow's base salary shall be $25,000.00 per month.
5. Expenses. The City, shall, on a monthly basis, pay or reimburse Horrow for the
reasonable and necessary expenses incurred by Horrow in connection with the performance of
her duties hereunder if (a) such expenses have been previously approved by the City or
01910/0001 122946.2
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: the cost of travel and other expenses incurred on
business trips to meetings or official appearances on behalf of the City. Horrow shall be entitled
to reimbursement for any other expenses that Horrow incurs in the course of undertaking her
services for and on behalf of the City that are approved by the City Attorney or his authorized
designee. Horrow may use the services of City employees in connection with the performance of
her duties hereunder, including, without limitation, the performance of clerical or typing duties.
Upon any termination of this Agreement, Horrow 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. Horrow 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, Horrow 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. Horrow may take off such holidays and vacation days as
are reasonable.
8. Termination. This Agreement may be terminated as follows:
8.1 Death. Horrow's employment shall terminate immediately in the event of
her death.
8.2 Disability. The City may terminate Horrow's employment for Disability
by giving Horrow three (3) days' advance written notice. For all purposes under this Agreement,
"Disability" shall mean that Horrow, at the time such notice is given, has been unable to
substantially perform her 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 her 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 Horrow (or her representative) and the City, and Horrow 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 Horrow's
employment for "Cause". As used in this Agreement, the term "for Cause" shall be limited to a
termination for the following acts by Horrow: (i) Horrow'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 Horrow is determined to have a Disability (as defined in Section
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8.2) or in the event of Horrow'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
Horrow's performance of her duties and failure to cure such conduct within 30 calendar days
following written notice from the City Council describing the misconduct; (iii) Horrow's
conviction of any felony involving moral turpitude, which conviction through lapse of time or
otherwise is not subject to appeal; or (iv) Horrow'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 Horrow
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 Horrow for "Good Reason". Subject to the provisions set
forth below, at any time after the date Horrow commences employment under this Agreement,
upon thirty (30) days' advance written notice to the City of her intent to terminate the Agreement,
Horrow shall have the right to terminate her 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 Horrow; (ii) the City requires Horrow to relocate to the City of Vernon or requires
Horrow 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 Horrow in the
position of Assistant City Attorney; (iv) the City materially breaches any other provision of this
Agreement with Horrow; or (v) conduct by the City occurs that would cause Horrow to commit
fraudulent acts or would expose Horrow to criminal liability; provided, however, that it shall not
constitute Good Reason unless Horrow 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 Horrow:
Avigal Horrow
If to the City:
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90058
Attn: City Clerk
3
01910/0001 122946.2
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 arising out of Horrow'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 Horrow agree that any dispute or controversy
arising out of or relating to any interpretation, construction, performance, termination or breach
of this Agreement or Horrow 's employment with the City or termination of such employment,
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01910/0001 122946.2
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 Horrow 's employment with the City and will apply to any claim,
dispute, or controversy that arises during or after the termination of Horrow'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 Horrow 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.
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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
Horrow'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: By:
Manuela Giron -'—L onis C. Malburg
City Clerk
Approved as to Form:
Mayor
Avigal H tr
ow
6
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