2019-028 - Approving & Authorizing the Execution of a Separation Agreement between the City of Paris and City Manager John GodwinRESOLUTION NO. 2019-028
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS,
APPROVING AND AUTHORIZING THE EXECUTION OF A SEPARATION
AGREEMENT BETWEEN THE CITY OF PARIS AND CITY MANAGER, JOHN
GODWIN AND ACCEPTING HIS RESIGNATION FROM THE POSITION OF
CITY MANAGER; MAKING OTHER FINDINGS AND PROVISIONS RELATED
TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, a majority of the total membership of the City Council of the City of
Paris, Texas has expressed their dissatisfaction with the performance of John Godwin as
City Manager for the City of Paris, Texas and requested Mr. Godwin to resign his position as
City Manager; and
WHEREAS, Mr. Godwin has agreed to resign his position and has agreed to the
terms of the Separation Agreement, attached hereto as Exhibit A and incorporated by
reference as if fully set forth herein; and
WHEREAS, to ensure continuity in City programs and services, City Council desires
to retain Mr. Godwin's technical and advisory services pursuant to the terms set forth in
the Separation Agreement; and
WHEREAS, both City Council and Mr. Godwin wish to resolve any and all potential
claims between them; and
WHEREAS, in accordance with Section 22 of the City Charter of the City of Paris,
Texas, the City Council hereby accepts the resignation of John Godwin from the position of
City Manager of the City of Paris, Texas for the reasons provided herein.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, PARIS, TEXAS:
Section 1. That the findings set out in the preamble to this resolution are hereby
in all things approved.
Section 2. That the City Council hereby approves the terms and conditions of the
Separation Agreement attached hereto and incorporated herein as Exhibit A and accepts
the resignation of John Godwin from his position as City Manager for the City of Paris
effective August 19, 2019.
Section 3. That the Mayor be, and his hereby authorized, to execute said
Separation Agreement in the form attached hereto as Exhibit A.
Section 3. That this resolution shall be effective immediately upon passage.
PASSED AND APPROVED this day
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nice Ellis, City Clerk
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of August, 2019.
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Steve„j `lifford, M..., Mayor
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release ("Agreement") is entered into by and
between John Godwin ("Godwin") and the City of Paris ("City"). Godwin and City agree as
follows:
L Resignation. Godwin is resigning as City Manager effective August 1.9, 2019. Godwin
agrees to provide City with a letter of resignation in a form identical to that attached hereto as
Exhibit A.
® Current Salary and Benefits. Godwin will be paid his regular wages throe gh.bis date
of resignation, net of applicable income tax withholding, Godwin's TMRS contributions, and
Godwin's voluntary deductions. Godwin acknowledges and agrees that upon his receipt of
payment for wages and other compensation as set out in this paragraph, City does not owe him
any unpaid wages or additional compensation or payments of any nature whatsoever except as
agreed to by the parties and set out in paragraphs 3 and 4 of this Agreement.
3. Se oration Benefits. Upon Godwin's resignation and execution of this Agreement Godwin
will also be paid "Separation Benefits." "Separation Benefits" will consist of -
A. A lump sum cash payment of all accrued and unused vacation leave, which will be in
the amount of Twenty Six Thousand, Three Hundred and Seven Dollars and 83 Cents
($26,307.83, reduced by applicable income tax withholding, Godwin's T.MRS
contributions, and all other legally required payroll deductions,
B. For a period of six months, beginning on the effective date set forth in paragraph 22
herein below, the City will pay Godwin a monthly cash payment in the amount Six
ll dyed Seventeen Dollars and Fifty Three Cents ($617.53) representing the cost of
continuing health insurance coverage under COBRA.
In addition Godwin acknowledges and agrees that by signing this Agreement and
accepting these Separation Benefits, he is receiving benefits to which he would not otherwise be
entitled.
® Consultine Aareement for Provision of Technical Assistance. The Parties agree
that effective August 19, 201. 9, Godwin will be employed by the City as a consultant through
February 19, 2020„ Godwin will be expected to work out of his hoine or such other places as he
may choose, but only at the written request of the Mayor or Acting or Interim City Manager, at
duties commensurate with his experience. The Parties agree that he will not be working from any
location provided. by the City of Paris unless agreed upon between them. Mr. Godwin will
promptly respond to written requests (which may include emails to the address listed herein
below and text messages at the phone number set forth herein below) for assistance. After such
written requests have been made, Mr. Godwin will be available by phone and will promptly
:return phone calls as necessary to conclude the matter for which assistance has been requested.
SEPARATION AGREEMENT AND GENERAL RELEASE "age I
Such consulting services will include providing technical assistance on topics including but not
be limited to the following:
• Budgetary issues
• Community development issues including but not limited to assistance in creating a TIRZ
to fund downtown development; the downtown improvement plan; planning and zoning
issues
• Economic development issues
• Public works issues including but not limited to current water and sewer and street bond
improvement programs
• Other issues for which his thirty years of experience in local government would prove
helpful to the City
During this term, Godwin will receive the same salary, TMRS contribution, Medicare and
OASDI contributions as he did while he was City Manager. This pay will be reduced by
applicable income tax withholding, Godwin's TMRS contributions, and all other legally required
payroll deductions. Godwin will receive direct payments relating to continuing health insurance
coverage under COBRA as set forth in paragraph 3 hereinabove.
5. Release and Waiver and Covenant Not to Sue. By signing this Agreement, Godwin
agrees to the following:
a. Release and Waiver of Rights. Godwin irrevocably and unconditionally
releases City and its directors, officers, elected officials, agents, employees and
representatives, jointly and individually, and all persons acting by, through or with any of
them (collectively referred to as the "Releasees"), from any and all claims, complaints,
liabilities, damages, causes of action, suits, rights, costs, and expenses (including
attorneys' fees) of any nature or kind whatsoever, known or unknown, including but not
limited to any claim relating to Godwin's employment with City or to his resignation
from City employment, which Godwin now has, or which he had at any time prior to the
execution of this Agreement, against each, all, or any of the Releasees. The claims
waived and discharged include, but are not limited to those arising under the following:
• Title VII of the Civil Rights Act of 1964
• Executive Order 11246
• Equal Pay Act
• Vietnam Era Veteran Readjustment Assistance Act
• Civil Rights Act of 1991
• 42 U.S.C. § 1981 (the 1866 Civil Rights Act)
• Americans with Disabilities Act
• Employee Retirement Income Security Act
• Health Insurance Portability and Accountability Act of 1996 (HIPAA)
• Family and Medical Leave Act
• Fair Labor Standards Act
SEPARATION AGREEMENT AND GENERAL RELEASE Page 2
• Whistleblower claims
• Worker's Compensation Claims
• All laws, including the common laws, of the State of Texas
regarding employment-related claims
• Disputed wages, including claims for any back wages or
overtime
• Wrongful discharge and/or breach of contract claims
• Claims under the U. S. and Texas Constitutions, and
• Tort claims, including invasion of privacy, defamation, fraud,
and infliction of emotional distress.
Godwin does not waive rights or claims that arise after the date he signs this Agreement
or any rights or claims that may not be legally waived.
b. Covenant Not to Sue. Godwin agrees that he will not bring any legal action against
the Releasees for any claim that occurred prior to his signing this Agreement; however,
this provision does not prohibit Godwin from filing a lawsuit for the sole purpose of
enforcing his rights under this Agreement, or from enforcing rights that may arise
subsequent to his signing this Agreement.
C. Waived and Discharged Claims. Godwin agrees that if a claim that he has waived
or discharged under this section 4 of the Agreement is prosecuted in his name or on his
behalf before any court or administrative agency, he waives and agrees not to take any
award of money or other damages from such suit. Godwin also agrees that if a claim
waived or discharged under this section 5 of the Agreement is prosecuted in his name, he
will immediately request in writing that the claim on his behalf be withdrawn. Godwin
also agrees that he waives on behalf of himself and his attorneys all claims for attorneys'
fees and expenses and court costs for any claims waived and discharged under this
section 5 of the Agreement.
d. ADEA Claims. The claims waived and discharged and the covenant not to sue in
this section 5 of the Agreement do not include claims under the Age Discrimination in
Employment Act (ADEA); such claims are covered in section 6 below.
e. FMLA Claims. Godwin acknowledges that he has been afforded all rights due to
him, if any, under the Family and Medical Leave Act.
6. Release and Waiver and Covenant Not to Sue Under the ADEA. By signing this
Agreement, Godwin agrees to the following:
a. Release and Waiver of Ri ,hts.
releases City and the other Releasees, or
complaints, liabilities, damages, causes of
(including attorneys' fees) from any and
retaliation claims under the ADEA.
Godwin irrevocably and unconditionally
any of them, from any and all claims,
action, suits, rights, costs, and expenses
all age discrimination, harassment and/or
SEPARATION AGREEMENT AND GENERAL RELEASE Page 3
b. Covenant Not to Sue. Godwin agrees that he will not bring any legal action
against the Releasees for any claim under the ADEA that existed prior to the time he
signed this Agreement; however, this provision does not prohibit Godwin from filing a
lawsuit for the sole purpose of enforcing his rights under this Agreement, from enforcing
or securing any rights that may arise subsequent to his signing this Agreement, or from
enforcing or securing any rights provided Godwin under the ADEA that may not be
legally waived.
7. No Existine Com alaints or Lawsuits. Godwin promises that he has not filed a complaint,
charge, claim or lawsuit against City or any of the other Releasees with any governmental
agency or any court. This Agreement is not and shall not be interpreted as an admission by City
or any of the other Releasees that it or they acted improperly in any way with respect to Godwin.
8. Confidentiali ,/Nondis aragement. Godwin promises to keep this Agreement
confidential and promises not to disclose its existence or terms in any form or fashion without
the prior written consent of the Mayor, unless disclosure is legally required under the Texas
Public Information Act or otherwise. City agrees, however, that Godwin may inform his
immediate family and also his attorney, accountant and CPA of the existence and terms of this
Agreement as required for legal and/or financial planning or advice. Godwin also agrees that he
will not publicly disparage the City or other Releasees in any manner until at least December
2020. Godwin also agrees that he will instruct his representatives, agents, employees, servants,
friends, and family to abide by the provisions of this paragraph.
9. Return of City Property, Godwin agrees that he has returned to City all documents,
files, computers, computer files, diskettes, records, notebooks, data, equipment, credit cards,
keys, and all other property belonging to City or any of the other Releasees as well as any copies
thereof, that Godwin removed from City premises or that is otherwise in Godwin's possession or
control. Godwin represents and warrants that he has not kept any copies, electronic or
otherwise, of any of City's property. All such property must be returned to City on or before
August 19, 2019.
10. Consultation With AttorneN Godwin acknowledges that City advises him to consult
with an attorney for advice regarding the effect of this Agreement prior to signing it. Godwin
agrees that he fully understands his right to discuss this Agreement with an attorney of his choice
(at his expense) and that he has had adequate opportunity to do so.
11. Assistance in Liti ation. Godwin further agrees to cooperate with the City in the defense
of any lawsuits brought against the City where Godwin is a party or potential witness. Godwin
agrees that he will not voluntarily provide assistance to any party adverse to the City in any
lawsuit or administrative proceeding involving any matters which occurred on or before the
Resignation Date or with which Godwin was involved, while an employee of the City, except to
the extent required to do so by subpoena or other court order. If Godwin is subpoenaed to testify
in any lawsuit or administrative proceeding in which the City is a party, Godwin agrees to
immediately provide written notice to the city attorney for the City. Godwin further agrees that
SEPARATION AGREEMENT AND GENERAL RELEASE Page 4
if he is needed as a witness by the City, he will make himself available to the City's lawyers
before he testifies.
12. Godwin's Understandin of A reement. Godwin promises that he has carefully read
and fully understands all the provisions of this Agreement, and that he is signing it voluntarily
because he wants to take advantage of City's offer as contained in this Agreement.
13. Severability. The provisions of this Agreement are severable, that is, they may be
considered separately. If any paragraph is found by a court to be unenforceable, the other
paragraphs shall remain fully valid and enforceable.
14. Choice of Law. This Agreement and the rights and obligations hereunder will be
governed by, and construed and interpreted in all respects in accordance with, the laws of the
State of Texas. Venue will be in Lamar County.
15. Waiver of Breach. The waiver by City of a breach of any provision of this Agreement
by Godwin will not operate or be construed as a waiver of any subsequent breach by Godwin.
16. Breach. Godwin agrees that the provisions contained in this Agreement are fair and
reasonable. Godwin acknowledges that irreparable injury will result to City in the event of
Godwin's breach of any of the provisions herein. Consequently, in addition to any other rights
or remedies available to City for breach of this Agreement by Godwin, City will be entitled to
enforcement by preliminary restraining order and injunction. If an action at law or in equity by
City is necessary to enforce the terms of this Agreement, City will be entitled to recover from
Godwin its reasonable costs and attorneys' fees in addition to any other relief to which it may be
entitled.
17. Notice of Breach; O .mortunity to Cure; City's Dama yes for Breach. Godwin will be
deemed to be in breach of this Agreement if he Godwin takes any action or engages in any
conduct in violation of any of the terms or conditions of this Agreement, including but not
limited to failing to provide the services required by the provisions of paragraph 4 of this
Agreement. In that event, the City shall notify Godwin of such breach in writing and sent to the
physical and email addresses set forth hereinbelow and giving Godwin fourteen (14) days to cure
such breach. Should Godwin fail to cure said breach (if the breach is amenable to cure), the City
will terminate the Agreement effective the date of the breach, and the City will make no further
payments under paragraphs 3.B. or 4 herein. As damages for said breach, Godwin must return
the cash payment made to Godwin by City in accordance with paragraph 3.A. In addition,
before Godwin takes any legal action to challenge the validity or enforceability of this
Agreement, for any reason, including, without limitation, any claim that Godwin did not
knowingly or voluntarily enter into this Agreement, Godwin agrees that he first must repay to
City the cash portion of the Separation Benefits he received under paragraph 3.A hereof.
18. Entire Areement. This Agreement sets forth the entire Agreement between Godwin
and City and takes the place of any and all prior agreements or understandings between Godwin
and City.
SEPARATION AGREEMENT AND GENERAL RELEASE Page 5
19. No Reliance. Godwin acknowledges in executing this Agreement that he is not relying
and has not relied on any promise or statement (except those contained in this Agreement) made
by any of the Releasees or by the Releasees' attorney with regard to the subject matter or effect
of this Agreement or otherwise.
20. Binding _ Agreement. This Agreement is binding on the parties and on their heirs,
administrators, representatives, executors, successors and assigns.
21. NOTICE TO GODWIN. Godwin should thoroughly review and understand this
Agreement before signing it. THIS AGREEMENT INCLUDES A RELEASE AND WAIVER
OF LEGAL RIGHTS AND CLAIMS. Godwin affirms he has had adequate time to consider
this Agreement before signing it. If Godwin agrees to the terms and wants to enter into this
Agreement, he must sign it in the presence of a notary public and deliver it to Gene Anderson,
Finance Director,
Date:
Date:
John Godwin
Address:
Email Address:
Cell Phone Number:
City of Paris
By
Steven J. Clifford, M.D., Mayor
SEPARATION AGREEMENT AND GENERAL RELEASE Page 6
STATE OF TEXAS §
COUNTY OF LAMAR §
Before me, a Notary Public, on this day personally appeared John Godwin, known to me to be
the person whose name is subscribed to the foregoing instrument and acknowledged to me that
he executed the same for the purposes and consideration therein expressed.
Given under my hand and seal of office this : day of m m 2019.
Notary Public Signature
[PERSONALIZED SEAL]
SEPARATION AGREEMENT AND GENERAL RELEASE Page 7
EXHIBIT A
Mayor Steven J. Clifford, M.D.
City of Paris
Paris, Texas, 75460
Dear Mayor:
I am resigning from employment as City Manager with the City of Paris effective
. 2019.
Sincerely,
John Godwin
SEPARATION AGREEMENT AND GENERAL RELEASE Page 8