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07 - Charter Review ConsultantItem No. 7 TO: Mayor, Mayor Pro Tem &City Council FROM: Grayson Path, City Manager SUBJECT: CHARTER REVIEW CONSULTANT DATE: July 12, 2021 BACKGROUND: The City Council has agreed that a consultant should be sought to facilitate the City's Charter Review process. This is a very important project as the City Charter is the foundational document for the City and its operations. Having a qualified and skilled individual to guide us each step of the way is critical for a successful project. STATUS OF ISSUE: The City Staff would like to present to the City Council Mr. Don Edmonds as a potential consultant for the City of Paris Charter Review Project. Mr. Edmonds' biography and experience is attached. He has performed many Charter Review Projects over the past twenty years and references speak very well of the work he has done. Mayor Portugal, City Attorney Stephanie Harris, City Clerk Janice Ellis and I have all spoken with Mr. Edmonds and we feel confident he will do a great job at facilitating our project. There are advantages to having a third party consultant facilitate a process like this as they have the experience doing other Charter projects, they have an unbiased opinion to our operations and community, and they have the time to do the research and work needed for a successful project. Mr. Edmonds will be available tonight for questions. BUDGET: For his services, Mr. Edmonds charges $125.00/hr. All projects are different as they all depend on the client and how deep we go with this project, but we expect an approximate $10,000.00 total expense for our project. Given how critical it is that we do this right, we believe this expense is well worth the cost. This is also a once every five year process. OPTIONS: 1. Approve Mr. Don Edmonds as the Consultant for the Charter Review Project and authorize the City Manager to sign the agreement. 2. Reject Mr. Don Edmonds as the Consultant and advise City Staff as to next steps, such as seeking out another qualified consultant. 3. Request additional information. RECOMMENDATION: 1. Approve Mr. Don Edmonds as the Consultant for the Charter Review Project and authorize the City Manager to sign the agreement. July 6, 2021 Mr. Grayson Path City Manager City of Paris 135 SE1st St. Paris, Texas 75461 Dear Mr. Path: It is my understanding that the City of Paris is considering an effort to amend its City Charter in certain respects. Based on preliminary discussions with you and the Mayor, the purpose of this letter is (a) to comment on the apparent need for revision; (b) to briefly review the legal process involved; and (c) to submit a proposal by which I would be available to assist this effort as a consultant. THE NEED. FOR AMENDMENT The City of Paris is one of some 365 Texas cities governed under the terms of a local constitution, more commonly known as a home rule charter. Paris's current charter was adopted in 1948 and revised with a sizeable number of amendments in 2007, fifteen years ago. As a general matter and based on my experience, any home rule charter that has not been routinely amended over the years commonly has three types of problems. First, the charter has certain requirements that, by local decision, are not being strictly observed in the current operation of the city. The reasons for such variances are wide-ranging and their origins are sometimes difficult to trace. Then, the charter commonly include provisions that are no longer consistent with state law. This results from the periodic preemption or standardization by the legislature of certain local functions and/or operations. Finally, provisions in older charters have often been affected and/or set aside by various court decisions. The result of these factors is a home rule charter that can't be taken totally at face value. Unfortunately, this can lead to problems in the day-to-day operation of the city and to public misunderstandings, disputes, and even lawsuits. THE PROCESS OF AMENDMENT All amendments to a home rule charter ultimately require approval of the electorate. The City Council may, of course, submit proposed amendments on its own initiative and motion. However, if the need for amendment seems extensive or if sensitive issues are to be considered, it is common for the Council to appoint a charter review commission (sometimes referred to as a board or committee) composed of local citizens to assist in the process. Such a body may meet for as short or as long a time as may be allowed by the Council, and the commission is ordinarily charged by the Council, by way of an ordinance, specifying the number, qualifications, and duties of those members. In any event, it should be clearly understood by all concerned that the Council is not legally obligated to accept any of the recommendations of the commission for changes in the current charter. As to the timing of this process, I understand that you are thinking to undertake your project in such a way that proposed amendments to the charter would be presented for voter consideration in the city's regular election in May of 2022. This will necessitate, of course, a certain amount of planning and scheduling to provide time for the review commission to be organized, to fulfill its charge, and to satisfy various other technical procedures and legal requirements. I would suggest that the Council appoint a fifteen -member commission, one of whom should be named as Chairman of the commission, leaving it to the commission to elect a vice chairman at the time of its organizational meeting. PROPOSAL FOR SERVICES I am available to act as the consultant and to provide all related services in connection with the amendment of your charter, as follows: BACKGROUND AND QUALIFICATIONS With a B.A. degree in government from the University of North Texas, I have served as city manager in four cities in Texas and one city in Virginia. I was the first executive director of the East Texas Council of Governments and served in that capacity for ten years. Under the auspices of the International Executive Service Corps, I have performed general management studies for two cities in Eastern Europe--Djebel, in Bulgaria, and Curtea de Arges, in Romania. I have been active as a consultant on city charter matters since 1998. Seven of my projects have been identical to that contemplated by Paris. In total those projects included: New Charter Projects, Charter Revision Projects City of Bastrop — 2002 City of Marshall -1999 City of Pittsburg — 2004 City of Texarkana — 2000 City of Aledo — 2021 City of Mt. Pleasant — 2002 City of Bellaire — 2005 City of Kilgore — 2006 City of Tomball — 2014 City of Texas City — 2019 SERVICES TO BE RENDERED Upon the City Council's authorization, I would undertake a comprehensive review of the current charter. With your assistance and that of the city attorney and city clerk, I would identify and analyze all substantive issues/problems within the current document. The specific thrust of this research would be to recognize any provisions in the current charter that are (a) not consistent with current administrative practices and operations of the city and/or (b) not consistent with state law and/or various court decisions. And I would eventually determine the desires of the review commission members to study specific other aspects of the city's current operation that might require charter amendments. Upon the appointment of the review commission and, again, with the cooperation of you, the city attorney and city clerk, I would provide all necessary staffing and research assistance to the review commission. This would include routine coordination with the commission chairman, establishment of a plan of work and time lines, general orientation of the commission, attendance at all subsequent meetings of the group, and drafting of proposed amendments. In the end, I would assist, as necessary, to develop a report and recommendations from the commission to the City Council. I would then assist, as may be required, the various steps necessary to calling and conducting an election on any proposed amendments. COMPENSATION AND EXPENSES For these consulting services, I would propose to bill the city, on a monthly basis, at a rate of $125 per hour. Certain of these services (primarily research and drafting) may be rendered from my Tyler office, although much of my work will necessarily be performed in Paris. The city will not be billed for my time of travel between Tyler and Paris. However, a minimum of two hours will be charged for each trip to and the rendering of services of whatever nature and duration while in Paris. In addition, I would expect to be reimbursed for actual travel costs and for other reasonable out-of-pocket expenses. This would include fifty cents per mile for automobile travel and actual costs for meals, printing, postage, etc. Any other project costs related to the involvement of other consultative assistance that might be deemed necessary by you, the city attorney, or the City Council would be borne by the city. SUMMARY Amending your home rule charter will not necessarily be simple. In addition to my efforts, it will require a certain amount of attention by you, members of your administrative staff, the city attorney and the City Council. Then, it will demand a considerable number of hours of study, contemplation, and conference by the group of citizens constituting the revision commission. This would hardly be justified to merely "tidy up" the current charter. A more practical reason exists. Your current charter may contain ambiguities and contradictions. These are a breeding ground for future misunderstandings, controversy, and legal action, which could prove to be adverse, expensive, and politically disruptive to the city government. In short, it may be easier and more productive to update the charter now, in the absence of a specific cause, than later and after serious problems have arisen. More philosophically, the city's charter deserves to be entirely accurate and understandable to an interested citizen, a conscientious City Council member, or a new business prospect in the community. The amendment process in itself can be seen, therefore, as constructive and a matter of local foresight and pride. I would be happy to assist this effort as outlined above. Sincerely, Don R. Edmonds DON R. EDMONDS Biographical Information Education and Academic Honors: Graduated from Quanah Public Schools, Quanah, Texas -1954. B.A. degree in Government - North Texas State University ®1958. President of Student Body - NTSU. President of Theta Chi National Social Fraternity - NTSU. Recipient of Colley Memorial Trophy, as the outstanding undergraduate member of Theta Chi in nation -1958. Who's Who in American Colleges and Universities. Member of Blue Key, Phi Eta Sigma, and Alpha Chi National Honor Societies. PrnfoccinnnI- Administrative Intern - City of Lubbock, Texas -1958-59. City Manager - Texas Cities of Rosebud, Donna, Monahans and Hurst - 1959-68. Private Business - Associate, Consulting Engineering Firm, Realtor and Land Developer - 1968-70. Executive Director - East Texas Council of Governments -1970-80. Member - State of Texas Rural Development Commission - 1973 City Manager - City of Martinsville, Virginia -1980-85. Executive Director - Republican Party of Virginia -1985-86. Campaign Manager - Ratliff for Texas State Senate - 1988, 1992 and 1994. Executive Director - Sulphur River Basin Authority - 1991. Consultant - International Executive Service Corps -1993 and 1994. Director of Transition - Office of Lt. Governor Bill Ratliff - January, 2001. Home Rule Charter Consultant - Various Texas Cities - 1998 to Present. Civic Honors: Named Outstanding Young Man in Community by Hurst Jaycees -1965. Recipient of Annual Preservation Award by Historic Tyler, Inc. - 2005 Current Membgr hws: Texas City Management Association. American Model Aviation Assn. Family: Wife, Bonny, and daughters, Amy Rice and Cassie Edmonds. Hobbies and Other Interests: Travel, Art, Radio Controlled Model Airplanes. THE STATE OF TEXAS § § Professional Services Contract COUNTY OF LAMAR § with Don R. Edmonds THIS CONTRACT is entered into on this the day of July, 2021, by and between the CITY OF PARIS, TEXAS, a municipal corporation located in Lamar County, Texas, (hereinafter referred to as "CITY"), acting by and through its City Manager or his designee, and Don R. Edmonds("hereinafter referred to as "CONSULTANT"). WITNESSETH;: WHEREAS, CITY desires to obtain professional services from CONSULTANT for review and amending City's city charter; and WHEREAS, CONSULTANT is a consultant qualified to provide such services and is willing to undertake the performance of such services for CITY in exchange for fees hereinafter specified; NOW, THEREFORE, THAT IN CONSIDERATION of the covenants and agreements hereinafter contained and subject to the terms and conditions hereinafter stated, the parties hereto do mutually agree as follows: 1. Em to ment of Consultant CONSULTANT will perform as an independent contractor all services under this Contract to the prevailing professional standards consistent with the professional level of care and skill ordinarily provided by competent members of hisprofession. 11. Scope of Services CONSULTANT shall perform such services as are necessary to assist the CITY in reviewing its charter including assistance with any election as may be required to amend said charter, specifically including, but not necessarily limited to, the tasks enumerated more fully in Attachment "A" hereto entitled "Scope of Work" (hereafter referred to as the "Project"). Attachment "A" is hereby incorporated herein by reference and made a part hereof as if written word for word. However, in case of conflict in the language of Attachment "A" and this Contract, the terms and conditions of this Contract shall be final and binding upon both parties hereto. III. Payment for Services Total payment for services described herein shall be paid at a rate of ONE HUNDRED TWENTY-FIVE AND NO/100 ($125.00) per hour with a minimum charge of two hours when trips to Paris, Texas are required. In addition, CITY shall pay CONSULTANT reasonable out of pocket expenses including mileage at the rate of $0.50 per mile and actual reasonable costs for meals, printing, and postage. Additional expenses, which are extraordinary in nature, shall be approved in advance by CITY in writing signed by the parties. Such extraordinary expenses may be paid as incurred and billed to the CITY pursuant to this Contract. Any extraordinary expenses not approved in writing in advance by the CITY shall remain the sole responsibility of the CONSULTANT. Each month CONSULTANT will submit an invoice to CITY for hours worked and reasonable expenses incurred in the prior month. Within thirty (30) days of receipt of each such monthly invoice, CITY shall make payment in the amount shown by CONSULTANT's approved monthly statements and other documentation submitted. Such payments shall be subject to the Texas Prompt Payment Act, Texas Government Code §§ 2251.001, et seq. IV. Revisions of the Scope of Services CITY reserves the right to revise or expand the scope of services after due approval by CITY as CITY may deem necessary, but in such event CITY shall pay CONSULTANT equitable compensation for such services. In any event, when CONSULTANT is directed to revise or expand the scope of services under this Section of the Contract, CONSULTANT shall provide CITY a written proposal for the entire cost involved in performing such additional services. Prior to CONSULTANT undertaking any revised or expanded services as directed by CITY under this Contract, CITY must authorize in writing the nature and scope of the services and accept the method and amount of compensation and the time involved in all phases of the Project. It is expressly understood and agreed by CONSULTANT that any compensation not specified in Paragraph III hereinabove may require approval by the City Council and is subject to the current budget year limitations. Professional Services Contract Page 2 of 10 V. Term This Contract shall begin on the date first written above and shall terminate when CITY has approved the Project as being final or otherwise terminates this Contract as provided herein. VI. Contract Termination Provision This Contract may be terminated at any time by CITY for any cause by providing CONSULTANT thirty (30) days written notice of such termination. Upon receipt of such notice, CONSULTANT shall immediately terminate working on the Project. VII. Ownershi of Documents All materials and documents prepared or assembled by CONSULTANT under this Contract shall become the sole property of CITY and shall be delivered to CITY without restriction on future use. CONSULTANT may retain in its files copies of all drawings, specifications and all other pertinent information for the work. CONSULTANT shall have no liability for changes made to any materials or other documents by others subsequent to the completion of the Contract. VIII. Right to Inspect Records CONSULTANT agrees that CITY shall have access to and the right to examine any books, documents, papers and records of CONSULTANT involving transactions relating to this Contract. CITY shall give CONSULTANT reasonable advance notice of intended audits. IX. Successors and Assigns CITY and CONSULTANT each bind themselves and their successors, executors, administrators and assigns to the other party to this contract and to the successors, executors, administrators and assigns of such other party in respect to all covenants of this Contract. Neither CITY nor CONSULTANT shall assign or transfer its interest herein without the prior written consent of the other, Professional Services Contract Page 3 of 10 X. Independent Contractor CONSULTANT's status shall be that of an Independent Contractor and not an agent, servant, employee or representative of CITY in the performance of this Contract. No term or provision of or act of CONSULTANT or CITY under this Contract shall be construed as changing that status. CONSULTANT will have exclusive control of and the exclusive right to control the details of the work performed hereunder, and shall be liable for the acts and omissions of its officers, agents, employees, contractors, and subcontractors and the doctrine of respondeat superior shall not apply as between CITY and CONSULTANT, its officers, agents, employees, contractors, and subcontractors, and nothing herein shall be construed as creating a partnership or joint enterprise between CITY and CONSULTANT. XI. Defauilt If at any time during the term of this Contract, CONSULTANT shall fail to commence the work in accordance with the provisions of this Contract or fail to diligently provide services in an efficient, timely and careful manner and in strict accordance with the provisions of this Contract or fail to use an adequate number or quality of personnel to complete the work or fail to perform any of its obligations under this Contract, then CITY shall have the right, if CONSULTANT shall not cure any such default after thirty (30) days written notice thereof, to terminate this Contract. Any such act by CITY shall not be deemed a waiver of any other right or remedy of CITY. If after exercising any such remedy due to CONSULTANT's nonperformance under this Contract, the cost to CITY to complete the work to be performed under this Contract is in excess of that part of the Contract sum which has not theretofore been paid to CONSULTANT hereunder, CONSULTANT shall be liable for and shall reimburse CITY for such excess. CONSULTANT'S liability under this provision shall be limited to the total dollar amount of this Contract. CITY's remedies for CONSULTANT's default or breach under this Contract shall be one or more of the following remedies which may be exercised separately or in combination at CITY's sole exclusive choice: (a) Specific performance of the Contract; (b) Re -performance of this Contract at no extra charge to CITY. The terms of Section XIV entitled Confidential Information shall survive termination of this Contract. Professional Services Contract Page 4 of 10 XII. Chan es CITY may, from time to time, require changes in the scope of services to be performed under this Contract. Such changes as are mutually agreed upon by and between CITY and CONSULTANT shall be incorporated by written modification to this Contract. XIII. Conflict of Interest CONSULTANT covenants and agrees that CONSULTANT and its associates and employees will have no interest, and will acquire no interest, either direct or indirect, which will conflict in any manner with the performance of the services called for under this Contract. All activities, investigations and other efforts made by CONSULTANT pursuant to this Contract will be conducted by employees, associates or subcontractors of CONSULTANT.. XIV. Confidential Information CONSULTANT hereby acknowledges and agrees that its representatives may have access to or otherwise receive information during the furtherance of its obligations in accordance with this Contract, which is of a confidential, non-public or proprietary nature. CONSULTANT shall treat any such information received in full confidence and will not disclose or appropriate such Confidential Information for its own use or the use of any third party at any time during or subsequent to this Contract. As used herein, "Confidential Information" means all oral and written information concerning City of Paris, its affiliates and subsidiaries, and all oral and written information concerning CITY or its activities, that is of a non- public, proprietary or confidential nature including, without limitation, information pertaining to customer lists, services, methods, processes and operating procedures, together with all analyses, compilation, studies or other documents, whether prepared by CONSULTANT or others, which contain or otherwise reflect such information. The term "Confidential Information" shall not include such materials that are or become generally available to the public other than as a result of disclosure of CONSULTANT, or are required to be disclosed by a governmental authority. Professional Services Contract Page 5 of 10 XV. Mailll!DR Address All notices and communications under this CONTRACT to be mailed to CITY shall be sent to the address of CITY's agent as follows, unless and until CONSULTANT is otherwise notified. - City Manager City of Paris Post Office Box 9037 Paris, Texas 75461 Notices and communications to be mailed or delivered to CONSULTANT shall be sent to the address of CONSULTANT as follows, unless and until CITY is otherwise notified: Don R. Edmonds Any notices and communications required to be given in writing by one party to the other shall be considered as having been given to the addressee on the date the notice or communication is posted, faxed or personally delivered by the sending party. XVI. Applicable Law The CONTRACT is entered into subject to the Paris City Charter and ordinances of CITY, as same may be amended from time to time, and is subject to and is to be construed, governed and enforced under all applicable State of Texas and federal laws. CONSULTANT will make any and all reports required per federal, state or local law including, but not limited to, proper reporting to the Internal Revenue Service, as required in accordance with CONSULTANT's income. Situs of this Contract is agreed to be Lamar County, Texas, for all purposes, including performance and execution. XVII. Severability If any of the terms, provisions, covenants, conditions or any other part of this Contract are for any reason held to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants, conditions or any other part of this Professional Services Contract Page 6 of 10 Contract shall remain in full force and effect and shall in no way be affected, impaired or invalidated. XVIII. Ramarliac No right or remedy granted herein or reserved to the parties is exclusive of any other right or remedy herein by law or equity provided or permitted; but each shall be cumulative of every other right or remedy given hereunder. No covenant or condition of this Contract may be waived without written consent of the parties. Forbearance or indulgence by either party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Contract. XIX. Entire A reement This Contract embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporaneous agreements between the parties relating to matters herein, and except as otherwise provided herein cannot be modified without written agreement of the parties. XX. Non -Waiver It is further agreed that one (1) or more instances of forbearance by CITY in the exercise of its rights herein shall in no way constitute a waiver thereof, XXI. Headin s The headings of this Contract are for the convenience of reference only and shall not affect any of the terms and conditions hereof in any manner. XXII. Venue The parties to this Contract agree and covenant that this Contract will be enforceable in Paris, Texas; and that if legal action is necessary to enforce this Contract, exclusive venue will lie in Lamar County, Texas, or in the United States District Court for the Eastern District of Texas, Sherman Division. Professional Services Contract Page 7 of 10 XXIII. No Third Party Beneficiar For purposes of this Contract, including its intended operation and effect, the parties (CITY and CONSULTANT) specifically agree and contract that: (1) the Contract only affects matters/disputes between the parties to this Contract, and is in no way intended by the parties to benefit or otherwise affect any third person or entity notwithstanding the fact that such third person or entity may be in contractual relationship with CITY or CONSULTANT or both; and (2) the terms of this Contract are not intended to release, either by contract or operation of law, any third person or entity from obligations owing by them to either CITY or CONSULTANT. IN WITNESS WHEREOF, the parties hereto have set their hands by their representatives duly authorized on the day and year first written above. ATTEST: Janice Ellis City Clerk APPROVED AS TO FORM: STEPHANIE HARRIS City Attorney CITY OF PARIS By:. GRAYSON PATH City Manager Date Signed: Don R. Edmonds Date Signed: Professional Services Contract Page 8 of 10 THE STATE OF TEXAS § COUNTY OF LAMAR § BEFORE ME, the undersigned authority, in and for said County, Texas, on this day personally appeared GRAYSON PATH, City Manager of the CITY OF PARIS, a Texas Municipal Corporation, known to me to be the person who's name is subscribed to the foregoing instrument, and acknowledged to me that he has executed the same on the City's behalf. GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE DAY OF , 20 Notary Public Lamar County, Texas My commission expires THE STATE OF TEXAS § COUNTY OF LAMAR § This instrument was acknowledged before me on the day of , 20 , by in her capacity as Owner and Principal Consultant of _ , a Texas Corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged that she executed the same on behalf of and as the act of GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE DAY OF , 20 Notary Public County, Texas My commission expires Professional Services Contract Page 9 of 10 Attachment "A" Scope of Work Consultant will undertake a comprehensive review of the current charter. With the assistance of city staff, he Consultant will indentify and analyze all substantive issues and problems within the current document. The specific thrust of this research will be to recognize any provisions in the current charter that are (a) not consistent the current administrative practices and operations of the city and/or (b) not consistent with state law and/or various court decisions. Consultant will eventually determine the desires of the review committee members to study specific other aspects of the city's current operation that might require charter amendments. Upon appointment of the review committee and with the cooperation of city staff, Consultant will provide all necessary staffing and research assistance to the review committee. This will include routine coordination with the committee chairman, establishment of a plan of work and time lines, general orientation of the the committee, attendance at all subsequent meeting of the group, and drafting of proposed amendments. Consultant will assist, as necessary, to develop a report and recommendations from the committee to the City Council. Consultant will then assist, as may be required, the various steps necessary to calling and conducting and election on any proposed amendments. Professional Services Contract Page 10 of 10