1994-076-RES WHEREAS, the Paris Economic Development Corporation and the Lamar County Chamber of Commerce
RESOLUTION NO. 94-076
WHEREAS, the Paris Economic Development Corporation and the Lamar County
Chamber of Commerce have need for professional services and Gary L. Vest is agreeable to
providing such professional services; and,
WHEREAS, it is deemed to be in the best interest of the City of Paris that such
professional services contract in the form of Exhibit A attached hereto and made a part hereof
be approved; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, PARIS,
TEXAS, that the contract between the Paris Economic Development Corporation, the Lamar
County Chamber of Commerce and Gary L. Vest for professional services described in Exhibit
A attached hereto, be, and the same is hereby, approved.
PASSED AND ADOFfED thi. 13th""y of '000, 1994.. ~
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A TTE'iT:
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Mattie Cunningham, City Cler
APPROVED AS TO FORM:
RESWORK-94: PEDCVEST.APR
EMPLOYMENT AGREEMENT
This Agreement, made this 15th day of June, 1994, by and between the Paris Economic
Development Corporation, acting by and through its President, Philip R. Cecil, duly authorized,
hereinafter called PEDC, the Lamar County Chamber of Commerce, acting by and through its
President, Jo Ann Parkman, duly authorized, hereinafter called CHAMBER, and Gary L. Vest,
hereinafter called VEST.
WHEREAS, PEDC and CHAMBER do jointly provide funding for the employment of
the Director of Economic Development of the Paris Economic Development Corporation and
Chamber CEO; and,
WHEREAS, PEDC and CHAMBER desire to obtain the services of VEST and VEST
desires to be employed by PEDC and CHAMBER upon the terms and conditions hereinafter set
forth.
KNOW ALL MEN BY THESE PRESENTS, That PEDC and CHAMBER and VEST
do hereby contract and agree as follows:
SECTION 1. Ernolovrnent
PEDC and CHAMBER hereby agree to employ VEST, and VEST hereby agrees to serve
PEDC and CHAMBER as an "at-will" employee, limited only as hereinafter specifically set out,
with duties, responsibilities and rights as hereinafter set forth.
SECTION 2. Duties
VEST will be subject to the direction and instructions of PEDC and CHAMBER.
A. VEST will devote a minimum of one-third (1/3) of his time, attention and
energies to duties as directed by PEDC and attend all meetings of the Paris
Director of Economic Oevdooment of the PEDe and C1wnber CEO - CONTRACf - Page: I
EXHIBIT A
Economic Development Corporation and report on industrial development
activities and related matters; and,
B. VEST will devote the remainder of his time, attention and energies to the
business of the CHAMBER, or PEDC, where they coincide, as permitted by the
CHAMBER; and,
C. VEST will use his best effort to promote the interests of PEDC and CHAMBER;
and,
D. VEST will perform such other duties as CHAMBER may from time to time
assign to him.
SECTION 3. Cornoensations
PEDC and CHAMBER shall pay VEST a salary, before required deductions, of not less
than $5,416.67 per month, payable monthly. All such compensation shall be subject to the
customary withholding tax, Social Security tax, and other employment or payroll taxes as may
be required and provided by the United States of America or the State of Texas.
SECTION 4. Term
Except to the extent otherwise stated in this Paragraph, VEST serves at the will of PEDC
and CHAMBER.
In the event that VEST is terminated from his employment for any reason other than for
cause, in accordance with Section 13, PEDC and CHAMBER agree to continue to pay and
provide to VEST all salary and benefits due hereunder for a period of 180 days from the
effective date of termination. Should VEST's employment be terminated for cause, in
accordance with Section 13, then this Agreement shall automatically cease and be of no further
Din"clOT of Economic Devdoomenl of the PEDe and Ch:unbrT CEO CONTRACT. Page 2
force and effect. All VEST's rights to salary or other benefits shall cease at the time VEST is
terminated for cause.
SECTION 5. Insurance
CHAMBER shall provide VEST with the following insurance coverage:
A. Health/Major Medical Insurance coverage under the Texas Chamber of
Commerce Executive Plan, or comparable plan, with VEST's portion of the
premium to be paid by CHAMBER. VEST may pay for dependent coverage, if
he elects to do so; and,
B. Term life insurance coverage on VEST's life for a face amount equal to I 1/2
(one and a half) times VEST's base annual compensation (monthly pay x 12).
SECTION 6. Sick Leave
VEST shall be allowed one (I) day sick leave per month of employment, such sick leave
may be accumulated up to a maximum of sixty (60) days. Sick leave credit will begin sixty (60)
days after employment, or effective January I, 1989. whichever is the latest effective date.
SECTION 7. Vacation Holidavs
VEST shall be entitled to take as holidays those days as may be from time to time taken
by the Lamar County Chamber of Commerce as holidays. VEST shall be eligible for vacation
as follows:
A. After one year - three (3) weeks.
VEST shall take vacation in such year for which he is eligible for same, and VEST may
not carryover accrued vacation without express authorization of PEDC and CHAMBER.
SECTION 8. Automobile/Travel Exoenses
Din'cloT of Economic Dl."vdooment of the PEDe and Chamber CEO - CONTRACT ~ Pagl." 3
CHAMBER agrees to pay to VEST a car allowance of $500.00 per month for VEST's
business use of his personal vehicle within Lamar County. VEST shall provide a vehicle
appropriate for use in business pursuant to this contract, and VEST shall be responsible for
payment of liability insurance on such vehicle in an amount approved by PEDC and
CHAMBER. CHAMBER agrees to reimburse VEST for out-of-county travel on a cost basis
in accordance with PEDC's and CHAMBER's established policies.
SECTION 9. Professional Dues and Meetinl!s
CHAMBER agrees to reimburse VEST for expenses incurred for attendance at
conferences, courses, seminars and other similar professional growth activities, and reasonable
expenses incurred therewith, including membership in professional organizations in keeping with
VEST's position, provided same do not interfere with his responsibilities under this Agreement.
Further, any such expenses shall be approved by CHAMBER in advance before VEST may be
reimbursed for same.
SECTION 10. Entertainment Allowance
CHAMBER agrees to reimburse VEST for reasonable business-related entertainment
expenses incurred by him incident to performance of his duties under this Agreement.
Entertainment expenses, and any allowance or reimbursement therefor, shall be subject to the
policies of PEDC and CHAMBER.
SECTION 11. Miscellaneous Benefits
A. CHAMBER agrees to pay enrollment fees, monthly dues, and business-related
expenses for VEST's membership in one local country club. VEST agrees to pay
any such charges related solely to personal entertainment or family use.
Director of Economic Dt'vdoomt'nt of the PEDe and Chamber CEO - CONTRACI - Pagt' 4
B. CHAMBER agrees to match VEST's contributions up to five percent (5%) of
VEST's salary towards a retirement plan for VEST. If possible, VEST may
continue the American Chamber of Commerce Plan, but if that plan is not
transferable, an equivalent. fully vested plan mutually agreed upon by the parties
hereto will be provided VEST.
SECTION 12. Other Emolovment
VEST may not render services of any professional nature, including consulting work,
personal appearances, or speeches, to or for any person or firm for compensation, nor engage
in any activity which may be competitive with or adverse to this employment, without the
express consent of PEDC and CHAMBER.
SECTION 13. Termination for Cause
VEST may be terminated from employment hereunder at any time for cause, to include;
A. Repeated neglect of duties;
B. Conviction of a felony or any crime involving moral turpitude;
C. Drunkenness or excessive use of alcoholic beverages, or illegal use of drugs,
hallucinogens or other substance regulated by the Texas Controlled Substance Act
or federal law;
D. Disability. not otherwise protected by law, that substantially impairs performance
of required or assigned duties for a continuous period in excess of six (6) months;
E. Immorality, including any conduct PEDC and CHAMBER in their sole discretion
determine is not in conformity with the accepted moral standards of the Paris
community;
Dire-=Ior of Economic Dt'vclooment of the PEDe and Chamber CEO. CONTRACT - Page 5
F. Failure to meet such generally recognized standards of professional conduct as
may be determined by PEDC and CHAMBER to be applicable to VEST's
position; and,
G. Repeated breach of any provision or directive under this Agreement.
PEDC and CHAMBER will give VEST written notice of any deficiency under provisions
(A), (F), or (G), and VEST may not be terminated for cause for any deficiency so noted unless
VEST fails to correct such deficiency within sixty (60) days from the date such notice is given
to VEST.
SECTION 14. Political Activitv
VEST may not actively engage in City, County or School elections within Lamar County
other than those issue-related elections which may be incidental or related to performance of
duties or responsibilities under this Agreement.
SECTION 15. PEDC's Contribution
PEDC agrees to pay to CHAMBER $25,000 annually to fund its agreed proportional one-
third (1/3) of VEST's compensation. Such payment shall be paid monthly on or before the first
day of each month in the amount of $2,083.33.
SECTION 16. Additional Provisions
Additional Assurances. The provisions of this Agreement shall be self-operative and shall
not require further agreement by the parties except as may be herein specifically provided to the
contrary; provided. however. at the request of either party, the other party shall execute such
additional instruments and take such additional acts as the requesting party may deem necessary
to effectuate this Agreement.
Director of Economic Develooment of the PEDe and Ch:unbrr CEO - CONTRACT - Page 6
Consents. Approvals and Discretion. Except as herein expressly provided to the
contrary. whenever in this Agreement any consent or approval is required to be given by either
party or either party must or may exercise discretion, the parties agree that such consent or
approval shall not be unreasonably withheld or delayed and such discretion shall be reasonably
exercised.
Legal Fees and Costs. In the event either party elects to incur legal expenses to enforce
or interpret any provision of this Agreement, the prevailing party will be entitled to recover such
legal expenses, including, without limitation, attorney's fees, costs and necessary disbursements.
in addition to any other relief to which such party shall be entitled.
Choice of Law and Venue. Whereas PEDC's and CHAMBER's principal place of
business, in regard at least only to this Agreement, and the location of the final act to effectuate
this Agreement is in the City of Paris, County of Lamar, State of Texas, this Agreement shall
be governed by and construed in accordance with the laws of such State, and the courts of such
County shall be the sole original jurisdiction and venue for any litigation, special proceedings
or other proceeding as between the parties that may be brought, or arise out of, in connection
with or by reason of this Agreement.
Benefit and Assignment. Subject to provisions herein to the contrary, this Agreement
shall inure to the benefit of and be binding upon the parties hereto and their respective legal
representatives, successors and assigns; provided, however, that no party may assign this
Agreement or any or all of its rights or obligations hereunder without the prior written consent
of the other parties.
Waiver of Breach. The waiver by any party of breach or violation of any provision of
Director of Economic DeveJooment of the PEDe and Chamber CEO. CONTRACT. Page 7
this Agreement shall not operate as, or be construed to be. a waiver of any subsequent breach
of the same or other provision hereof.
Severabilitv. In the event any provision of this Agreement is held to be invalid, illegal
or unenforceable for any reason and in any respect, such invalidity, illegality or unenforceability
thereof shall not affect the remainder of this Agreement, which shall be in full force and effect
and enforceable in accordance with its terms.
Gender and Number. Whenever the context of this Agreement requires, the gender of
all words herein shall include the masculine. feminine and neuter. and the number of all words
herein shall include singular and plural.
Divisions and Headings. The divisions of this Agreement into sections and the use of
captions and headings in connection therewith are solely for convenience and shall have no legal
effect in construing the provisions of this Agreement.
Entire Agreement and Amendment. This Agreement supersedes all previous contracts,
and constitutes the entire agreement of whatsoever kind or nature existing between or among the
parties respecting the within subject matter, and no party shall be entitled to other benefits than
those specified herein. As between or among the parties. oral statements or prior written
material not specifically incorporated herein shall be of no force and effect: the parties
specifically acknowledge that, in entering into and executing this Agreement, each is relying
solely upon the representations and agreements contained in this Agreement and no others. All
prior representations or agreements, whether written or verbal, not expressly incorporated
herein, are superseded and no changes in or additions to this Agreement shall be recognized
unless and until made in writing and signed by all parties hereto.
Director of Economic Devdooffirnt of the PEDe and Chamhrr CEO - CONTRACT - Page 8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PARIS ECONOMIC DEVELOPMENT
CORPORA TION
Philip R. Cecil, President
ATTEST:
Richard M. Amis. Secretary
LAMAR COUNTY CHAMBER OF
COMMERCE
Jo Ann Parkman, President
ATTEST:
Secretary
Gary L. Vest
Dirt'~10r of Economic DevelOPmcot of thl." PEDe and Chanlbrr CEO - CONTRACT. Pagr 9