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Resolution No. 2011-097RESOLUTION NO. 2011-97 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AMENDMENT NUMBER TWO TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND RORY BURNETT WHEREAS, on January 22, 2008, the City Council of the City of Vernon adopted Resolution No. 9527 approving an Employment Agreement (the "Agreement") with Rory Burnett ("Burnett"); and WHEREAS, on August 2, 2010, the City Council of the City of Vernon adopted Resolution No. 2010-104 approving Amendment Number One to the Agreement; and WHEREAS, the City desires to amend certain terms and conditions of the Agreement. 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 Amendment Number Two to the Employment Agreement ("Amendment No. Two"), a copy of which is attached hereto as Exhibit A. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute Amendment No. Two for, and on behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto SECTION 4: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to take whatever actions are deemed necessary or desirable for the purpose of implementing and carrying out the purposes of this Resolution and the transactions herein approved or authorized. SECTION 5: The City Council of the City of Vernon hereby directs the City Clerk, or the City Clerk's designee, to send a fully executed Amendment No. Two to Burnett. SECTION 6: The City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the City Clerk of the City of Vernon shall cause this resolution and the City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 21St day of June, 2011, Name: Hilario Gonzales Title: Mayor / Ed e::� 2 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2011-97, was duly passed, approved and adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Tuesday, June 21, 2011, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of June, 2011, at Vernon, California. (SEAL) 3 Immoll AMENDMENT NO.2 TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF VERNON AND RORY BURNETT This Amendment No. 2 ("Amendment") to that certain Employment Agreement, entered into as of January 22, 2008, as amended on August 2, 2010, (hereinafter collectively referred to as the "Agreement") is made as of July 1, 2011 ("Effective Date"), by and,between the City of Vernon, a California charter city and municipal corporation ("City") and Rory Burnett, an individual (`Burnett"). WHEREAS, City and Burnett are parties to the Agreement, entered into as of January 22, 2008, as amended on August 2, 2010, under which Burnett is employed by City to serve as City's Finance Director and to perform services in other capacities as designated by the City Council; and WHEREAS, City and Burnett desire to amend certain provisions of the Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows: read: Section 1 ("Employment") of the Agreement is hereby amended in its entirety to 461. 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 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. Section 2 ("Employment Term") of the Agreement is hereby amended in its entirety to read: 462. Employment Term. Subject to Section 8, Burnett's employment hereunder shall be for a term commencing on February 4, 2008, and terminating at the close of business on June 30, 2013 (the "Term")." 3. Section 4.1 ("Hours and Base Salary") of the Agreement is hereby amended in its entirety to read: "4.1 Hours and Base Salary. Burnett shall serve City on a full-time basis. Burnett's salary for all services rendered shall be $17,500 per month. Burnett shall not be entitled to any additional compensation for hours worked in excess of regular full-time hours." 4. Section 8.2 ("Disability") of the Agreement is hereby deleted in its entirety. 5. Section 8.3 ("Termination by City for `Cause"') of the Agreement is hereby amended and restated in its entirety to read: "8.3 Termination by Either Party. (a) Termination Right. This Agreement may be terminated by either party at any time, for any reason or for no reason, with or without cause. Burnett shall give thirty (30) days written notice of termination to City prior to terminating this Agreement. City may terminate this Agreement with no notice. (b) Payment Upon Termination. In the event this Agreement is terminated by City pursuant to this section, City shall pay Burnett for work performed up to the time of termination. Burnett shall have no other claim against City by reason of such termination, including any claim for compensation. (c) Actions Subsequent to Termination. In the event of termination of this Agreement, Burnett shall also take such action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Burnett's duties and activities hereunder. (d) Other Terms and Conditions. All of the terms and conditions in the Agreement related to payment, dispute resolution and waiver shall survive termination of this Agreement. 6. Section 8.4 ("Termination by Burnett for `Good Reason"') of the Agreement is hereby deleted in its entirety. 7. Effect of Amendment. Except as expressly modified by this Amendment, the parties acknowledge and agree that the Agreement is in full force and effect in accordance with its terms. In the event of a conflict between the terms and conditions of the Agreement and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail and control. 8. Entire Agreement. The Agreement, together with this Amendment, embodies the entire integrated agreement and understanding between City and Burnett with respect to its subject matter and supersedes any prior or contemporaneous negotiations, representations, agreements, understandings and statements, written or oral (the "Amended Agreement"). No waiver, alteration, or modification of any of the provisions of the Amended Agreement shall be binding unless in writing and signed by City and Burnett. 9. Headings. Headings used in this Amendment are for convenience and ease of reference only and shall not affect the interpretation of this Amendment. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amended Agreement to be executed as of the day and year first above written. CITY OF VERNON, California charter City and California municipal corporation IN HILARIO GONZALES Mayor ATTEST: WILLARD G. YAMAGUCHI, City Clerk APPROVED AS TO FORM: WILLARD G. YAMAGUCHI, Interim City Attorney Rory Burnett, an individual By: &J—� Name: Rory Burnett Title: Finance Director 3 r OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 June 23, 2011 Rory Burnett Finance Director/City Treasurer City of Vernon - Finance Department 4305 Santa Fe Avenue Vernon, California 90058 Re: Amendment No. Two to Employment Agreement Dear Mr. Burnett: Transmitted herewith is a fully executed agreement, as referenced above, approved by City Council on June 21, 2011, through Resolution No. 2011-97. i t ly yours,ARD YA G CHIClerk/Interim C Attorn 7 WGY:dj Attachment c: Raquel Franco Karina Rueda Martha Valenzuela Resolution No. 2011-97 Agreement File No. 11-075 E. ccfusivefy Industiiaf AMENDMENT NO.2 TO EMPLOYMENT AGREEMENT BETWEEN THE CITY OF VERNON AND RORY BURNETT This Amendment No. 2 ("Amendment") to that certain Employment Agreement, entered into as of January 22, 2008, as amended on August 2, 2010, (hereinafter collectively referred to as the "Agreement") is made as of July 1, 2011 ("Effective Date"), by and between the City of Vernon, a California charter city and municipal corporation ("City") and Rory Burnett, an individual (`Burnett"). WHEREAS, City and Burnett are parties to the Agreement, entered into as of January 22, 2008, as amended on August 2, 2010, under which Burnett is employed by City to serve as City's Finance Director and to perform services in other capacities as designated by the City Council; and WHEREAS, City and Burnett desire to amend certain provisions of the Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows: read: Section 1 ("Employment") of the Agreement is hereby amended in its entirety to "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. 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. Section 2 ("Employment Term") of the Agreement is hereby amended in its entirety to read: 462. Employment Term. Subject to Section 8, Burnett's employment hereunder shall be for a term commencing on February 4, 2008, and terminating at the close of business on June 30, 2013 (the "Term")." 3. Section 4.1 ("Hours and Base Salary") of the Agreement is hereby amended in its entirety to read: "4.1 Hours and Base Salary. Burnett shall serve City on a full-time basis. Burnett's salary for all services rendered shall be $17,500 per month. Burnett shall not be entitled to any additional compensation for hours worked in excess of regular full-time hours." 4. Section 8.2 ("Disability") of the Agreement is hereby deleted in its entirety. 5. Section 8.3 ("Termination by City for `Cause"') of the Agreement is hereby amended and restated in its entirety to read: "8.3 Termination by Either Party. (a) Termination Right. This Agreement may be terminated by either party at any time, for any reason or for no reason, with or without cause. Burnett shall give thirty (30) days written notice of termination to City prior to terminating this Agreement. City may terminate this Agreement with no notice. (b) Payment Upon Termination. In the event this Agreement is terminated by City pursuant to this section, City shall pay Burnett for work performed up to the time of termination. Burnett shall have no other claim against City by reason of such termination, including any claim for compensation. (c) Actions Subsequent to Termination. In the event of termination of this Agreement, Burnett shall also take such action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Burnett's duties and activities hereunder. (d) Other Terms and Conditions. All of the terms and conditions in the Agreement related to payment, dispute resolution and waiver shall survive termination of this Agreement. 6. Section 8.4 ("Termination by Burnett for `Good Reason"') of the Agreement is hereby deleted in its entirety. 7. Effect of Amendment. Except as expressly modified by this Amendment, the parties acknowledge and agree that the Agreement is in full force and effect in accordance with its terms. In the event of a conflict between the terms and conditions of the Agreement and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail and control. 8. Entire Agreement. The Agreement, together with this Amendment, embodies the entire integrated agreement and understanding between City and Burnett with respect to its subject matter and supersedes any prior or contemporaneous negotiations, representations, agreements, understandings and statements, written or oral (the "Amended Agreement"). No waiver, alteration, or modification of any of the provisions of the Amended Agreement shall be binding unless in writing and signed by City and Burnett. 9. Headings.. Headings used in this Amendment are for convenience and ease of reference only and shall not affect the interpretation of this Amendment. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amended Agreement to be executed as of the day and year first above written. CITY OF VERNON, California charter City Rory Burnett, an individual and California municipal corporation By: �.:� By: HILARIO GONZA ES Mayor ATTES WIL ARD G. YA CHI, ' y Clerk Attorney 3 Name: Rory Burnett Title: Finance Director e5z-o��'' ACT 61,9-jl1 DATE: June 15, 2011 TO: Honorable Mayor and City Council W/ FROM: Mark C. Whitworth, City Administrator �. RE; Amendment No. 2 to Employment Agreement with Rory Burnett Background On May 26, 2011, as part of the good governance reform package, the City Council passed Resolution No. 2011-85, amending the salaries for certain department heads. The new salaries are comparable to those in other jurisdictions based on a comprehensive salary survey conducted. The salary for the position of Finance Director was one of the salaries amended. The current Finance Director, Rory Burnett, is under an employment contract with the City. As a result. of the passage of Resolution No. 2011-85, it is necessary to amend Mr. Burnett's contract. Recommendation It is recommended that the attached Amendment No. 2 to the Employment Agreement between the City of Vernon and Rory Burnett be amended to reflect the new monthly salary stipulated in Resolution No. 2011-85 and to establish a new termination date of June 30, 2013. The attached amendment also clarifies that Mr. Burnett will serve as the City's Finance Director and modifies the terms under which termination may occur by either party.