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12 - Employment Contract Amendment with City Manager Grayson PathItem No. 12 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS; APPROVING AN ADDENDUM TO THE EMPLOYMENT AGREEMENT DATED MARCH 9,202 0 BETWEEN THE CITY AND GRAYSON PATH; AUTHORIZING THE MAYOR TO EXECUTE SAID CONTRACT ADDENDUM; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Paris and Grayson Path entered into an Employment Agreement ("Agreement") on March 9, 2020, for Mr. Path's professional services in the position of City Manager; and WHEREAS, both the City and Mr. Path wish to extend the original three (3) year Agreement for an additional two (2) years; and WHEREAS, the City Council has agreed to increase Mr. Path's annual base salary by the amount of $5,000.00; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, THAT: Section 1. The findings set out in the preamble to this resolution are hereby in all things approved. Section 2. The City Council hereby approves the Addendum to Employment Agreement of March 9, 2020 between the City of Paris, Texas and Grayson Path, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit A. The City Council hereby also authorizes the Mayor to execute said Addendum on behalf of the City. Section 3. The effective date of the Addendum shall be November 9, 2 02 1. Section 4. This resolution shall be effective immediately upon passage. PASSED AND APPROVED this 13th day of December, 2 02 1. Paula Portugal, Mayor ATTEST: Janice Ellis, City Clerk APPROVED AS TO FORM: Stephanie H. Harris, City Attorney Addendum to Employment Agreement Dated March 9, 2020 Between the City of Paris, Texas and Grayson Adam Path Whereas, on the 9th day of March, 2020, the City of Paris ("Employer") and Grayson Adam Path ("Employee") entered into an Employment Agreement ("Agreement") whereby Employer contracted with Employee to provide professional services in the position of City Manager (See Exhibit A hereto); and Whereas, the parties wish to amend said Agreement to provide for an extension of the Agreement for an additional two (2) years and to increase Employee's compensation; Now, therefor, the parties hereto hereby amend the Agreement as follows: 1. Section 1, Term, shall be amended as follows: "The term of this agreement shall be for a period of five (5) years from April 27, 2020 to April 26, 2025, provided, however, that the term of this Agreement may be terminated by either party subject to the provisions set forth in Sections 9, 10, or 11 herein. Prior to the expiration of the term of this Agreement, Employer and Employee may mutually agree in writing to renew and extend this Agreement. 2. Section 3(A), Compensation, shall be amended as follows "Employer agrees to pay Employee an annual base salary of $160,000.00 until November 9, 2021, at which said time Employer agrees to increase said annual base salary to $165,000.00. Said salary shall be payable in installments at the same time that the other management employees of the Employer are paid. The effective date of this Addendum is November 9, 2021. City of Paris By: Paula Portugal, Mayor Executed the 13th day of December, 2021 Grayson Path Executed the 13th day of December, 2021 ONUMV This Agreement, made and entered into this 91h day of March, 2020, by and between the City of Paris, Texas, a municipal corporation, (hereinafter called "Employer") and Grayson A. ff�pa �Rs onrOMIMA —rAr-T ORM Ir _JLAI 1-74111U 0 lorn aL�t • • M, FU IrMl fmaiv im M I I 1.7-M FrWOMM".T. NOR 21 NTRWIMP-M-19W 'WEmp to *mill 4t44il _JTA*l it. Agreemen , Employer and• oyee may t mutually agree in writing to renew and extend this Agreement. Employer agrees to employ Grayson Adam Path as City Manager to perform the functions and duties specified in the City of Paris charter and/or by ordinance and to perform other legally pennissible and proper duties and functions without interference as set forth in Sections 23 and 24 of the City Charter. B. Employee is the chief executive officer of the Employer and shall faithfully perform the duties as prescribed in the Job description as set forth in the Employer's charter and/or ordinances and as may be lawfully assigned by the Employer and shall comply with all lawful governing body directives, state and federal law, Employer policies, rules and ordinances as they exist or may hereafter be amended. C. Specifically, it shall be the duty of the Employee to employ on behalf of the Employer all other employees oft organization, excepting the City attorney and the city judge, consistent with the policies of the governing bo and the ordinances and charter of the Employer. i D. It shall also be the duty of the Employee to direct, assign, reassign and evaluate all of the employees of t Employer consistent with policies, ordinances, charter, state and federal law. I E. It shall also be the duty of the Employee to organize, reorganize and arrange the staff of the Employer, exceptin;4 the city attorney and city judge and to develop and establish internal regulations, rules and procedures which the Employee deems necessary for the efficient and effective operation of the Employer consistent with the lawful directives, city charter, policies, ordinances, state and federal law. F, It shall also be the duty of the Employee to accept all resignations of employees of the Employer, excepting thz city attorney and cudge, consistent with the policies, ordinances, state and federal law, except the Employee'z, resignation which must be accepted by the governing body. nflm���! M11511RIFT111111fi ill!llll I I - 0 - . H. All duties assigned to the Employee by the governing body shall be appropriate to and consistent with the professional role and responsibility of the Employee. L The Employee cannot be reassigned from the position of City Managerto another position without the Employee's • written consent. J. The Employee or designee shall attend, and shall be permitted to attend, all meetings of the governing body, 'o public and closed, with the exception of those closed meetings devoted to the subject of this Agreement, or Ell amendment thereto or the Employee's evaluation or otherwise consistent with state law. K. The governing body, individually and collectively, shall refer in a timely manner all substantive criticisms, complaints and suggestions called to their attention to the Employee for study and/or appropriate action. Section 3: Compensation A. Employer agrees to pay Employee an annual base salary of $160,000.00, payable in installments at the same t! that the other management employees of the Employer are paid, I B. This agreement shall be a6tomatically amended to reflect any salary adjustments that are provided or requir by the Employer's compensation policies to include all salary adjustments on the same basis as applied to ff] executive classification of employees, C. In addition, consideration shall be given on an annual basis to an Increase In compensation. Employd" acknowledges that Employer Is a governmental entity subject to budgetary constraints and a fluctuating tax bas - I Consequently, Employer agrees to consider increasing the compensation of the Employee dependent upon t results of the performance evaluation conducted under the provisions of Section 12 of this Agreement, but mak no representation that such salary increases will be granted. I t' D. At any time during the term of the Agreement, Employer may, in Its discretion, review and adjust the salary of Employee, but in no event shall the Employee be paid less than the -salary set forth in Section 3.A. of the Agreeme except by mutual written agreement between Employee and Employer. Such adjustments, if any, shall be ma pursuant to a lawful governing body action. In such event, Employer and Employee agree to provide their b efforts and reasonable cooperation to execute a new agreement incorporating the adjusted salary. E. Except as otherwise provided in this Agreement, the Employee shall be entitled, at a minimum, to the highest level of benefits enjoyed by and/or available to other employees, department heads or general employees of the Employer as provided by the Employer�s policies, Charter, ordinances, or personnel rules and regulations or other practices, provided, however, that to the extent a given benefit is determined by years of service, Employee will receive the highest level of benefit commensurate with his years of service, as provided by the City of Paris B. Employer agrees • budget and pay for travel • subsistence expenses of Employee for professional and official travel, meetings, and occasions to adequately continue the professional development of Employee and to pursue necessary official functions for Employer, including but not limited to the ICIVIA Annual Conference, the state league of municipalities, and such other national, regional, state, and local governmental groups and committees in which Employee -serves as a member. C. Employer also agrees • budget • pay for travel and subsistence expenses of Employee for short courses, institutes, and seminars thatare necessaryforthe Employee's professional development and for the good of the Employer, Employer must not require Employee to use accrued leave when participating In professional �,� D. Employer recognizes that certain expenses of a non -personal but job related nature are incurred by Employee, and agrees to reimburse or to pay said general expenses. Such expenses may include'meals where Employer business is being discussed or conducted and participation In social events orf various organizations when representing the Employer. Such expenditures are subject to annual budget constraints as well as state and Employer ethics and purchasing policies. The finance director is authorized to disburse such moneys upon receipt FRecognizing the importance of constant communication and maximum productivity, Employer shall provi&! Employee, for business and de minimis personal use, a laptop computer, desktop computer, software, and a mobile phone for use required for the Employee to perform their duties and to maintain communication with Employer's staff and officials as well as other individuals who are doing business with Employer. Upon terminatior, of Employee's employment, the equipment herein must remain the property of the Employer, Section 9: Termination a. Employee is terminated for good cause. For purposes of this Agreement, the term 11good cause' is identified as follows: 1. Any willful, knowing, grossly negligent, or negligent breach, habitual neglect of any provisions of this Agreement, or any willful, knowing, grossly negligent, or negligent breach, habitual neglect of any duty or obligation required to be performed by Employee under this Agreement or under the Charter, ordinances and/or policies of Employer and/or state or federal law. 2. Any willful, knowing, or grossly negligent misapplication or misuse, director Indirect, by Employe,� of public or other funds or other property, real, personal, or mixed, owned by or entrusted to NP I TM 7N oil , EARME= 3MHMr-4MC= a. if the Employer reduces the base salary, compensation or any other financial benefit of the Employee, unless It is applied In no greater percentage than the average reduction of all department heads, such action shall constitute a breach of this agreement and will be regarded as a termination. f. If the Employee resigns following an offer to accept resignation, whether formal or informal, by the Employer as representative of the majority of the governing body that the Employee resign, then the !f!,I- - ♦ Breach of contract declared by either party with a 30 day cure period for either Employee or Employer. Written notice of a breach of contract shall be provided in accordance with the provisions of Section 19, ! ��q 11 11-1111-1 1 11 11 111 11111111 11� I III I I 114UPT-MIM79MV M. D. For a period up to nine (9) months following termination, the Employer shall paythe Employee in an amount eq to the monthly Employer budgeted contribution for medical insurance to offset the cost of health insuran I pursuant to the Consolidated Omnibus Budget Reconciliation Act ('COBRA"), Such payments shall cease at t end of nine months or when Employee becomes covered by another insurance group whichever occurs first. •I "111i "I i= � M91 The Employee may voluntarily resign his position at anytime during the term of this agreement, lntheeventthat esigiis oursuant to the terits set fait'i A. Employer shall annually review the performance of the Employee using the same process used with othIM appointed employees. The Employer shall provide the Employee mAth a summary statement of the findings oft Employer and shall provide an adequate opportunityfo r the Employee to discuss his evaluation with the Em ployl B. Unless the Employee expressly requests otherwise in writing, the evaluation of the Employee shall at all times be conducted in executive session of the governing body and shall be considered confidential to the extent permitted bylaw. Employee recognizes that Employer is subject to the Texas Public Information Act and that upon a proper request under that Act, written performance reviews must be released to members of the public, Nothing herein shall prohibit the Employer or Employee from sharing the content of the Employee's evaluation with their respective legal counsel. C. In the event the Employer deems the evaluation instrument, format and/or procedure is to be modified byt Employer and such modifications would require new or different performance expectations, then the Employ shall be provided a reasonable period of time to demonstrate such expected performance before being evaluat] MIR 1017,r-VAIII11414 I %*V-1TL*1U4r.M!4K' , - 0 1 reasonable time off as is customary for exempt employees. The schedule shall be appropriate to the needs of the Employer and shall allow Employee to faithfully perform his assigned duties and responsibilities, Section 14. Ethical Commitments A. Employee will at all times uphold the tenets of the lCMA Code of Ethics, Specifically, Employee shall not enclori candidates, make financial contributions, sign or circulate petitions, or participate in fundraising activities f individuals seeking or holding elected office, nor seek or accept any personal enrichment or profit derived r confidential information or misuse of public time. Employee shall also be subject to the Code of Ethics adopt by the City Council as set forth in the City of Paris Code of Ordinances, Chapter 2, Article IX I B, Employer shall support Employee in keeping these commitments by refraining from any order, • or request that would require Employee to violate the ICMA Code of Ethics. Specifically, neither the governing body nor any individual member thereof shall request Employee to endorse any candidate, make any financia.� contribution, sign or circulate any petition, or participate in any fundralsing activity for individuals seeking or holdine elected office, nor to handle anv matter of oersonnel on a basis other than fairness. A. Employee agrees to establish residence within the corporate boundaries of the local government, if required, within twelve (12) months of employment, and thereafter to maintain residence within the corporate boundaries B. Employer shall pay Employee an interim housing supplernent of $1,000,00 per month for a period commencing on the Employee's start date and shall continue for a maximum of six (6) months, or until the Employee's existing home is sold, whichever event occurs first. C. Employer shall pay directly for the reasonable expenses of moving Employee and his family and personal prope from Nebraska City, Nebraska to Paris, Texas, in an amount not to exceed $15,000,00. Said moving expens include packing, moving, storage costs, unpacking, and insurance charges, actual lodging and meal expenses f Employee's family in route from Nebraska City, NE to Paris, Texas, and mileage costs for moving person automobiles to Paris, Texas shall be reimbursed at the current IRS rate, Employee shall attempt to obtain multipil UZ411► 111= ► A. Indemnification. To the extent it may be permitted to do by applicable law, including, but not limited to Texas Civil Practice & Remedies Code Chapter 102, Employer does hereby agree to defend, hold harmless, and indemnify Employee from any and all demands, claims, suits, actions, judgments, expenses and attorneys' fees incurred in any legal proceedings brought against Employee in the Employee's individual or official capacity as an employee and as City Manager, providing the incident(s), which is (are) the basis of any such demand, claim, suits, actions, judgments, expenses and attorneys' fees, arose or does arise In the future from an act or omission of Employee, as an employee of the Employer, acting within the course and scope of the Employee's employment with the Employer, excluding, however, any such demand, claim, suits, actions, judgments, expenses and attorneys' fees for those claims or any causes of action where it is determined that the Employee was acting outside the course and scope of the Employee's employment with the City, committed official misconduct, or committed a willful or wrongful act or omission, or an act or omission constituting gross negligence, or acted in bad faith; and excluding any costs, fees, expenses or damages that would be recoverable or payable under an insurance contract, held either by the Employer or by the Employee. The selection of the Employee's legal counsel shall be with the mutual agreement of the Employee and the Employer if such legal counsel is not also Employees legal counsel. A legal defense may be provided through Insurance coverage, in which case the Employee's right to agree to legal counsel provided for him will depend on the terms of the applicable insurance contract. To the extent this Paragraph exceeds the authority provided and limitations imposed by Texas Civil Practice & Remedies Code, Chapter 102, it shall be construed and modified accordingly. The provisions of this Paragraph shall survive the termination, expiration or other end of this Agreement and/or the Employee's employment with the Employer, 0 B. Employee recognizes that Employer shall have the right to compromise and settle any claim or suit. Furth Employer agrees to pay all reasonable litigation expenses of Employee throughout the pendency of any litigati to which the Employee is a party, witness or advisor to the Employer. Such expense payments shall contin beyond Employee's service to the Employer as long as litigation Is pending. Further, Employer agrees to p Employee reasonable consulting fees and travel expenses when Employee serves as a witness, advisor consultant to Employer regarding pending litigation. I Employer shall bear the full cost of any fidelity or other bonds required of the Employee under any law or ordinance. PMZWT• • .= I t rmine fr t" 1121 to tili'll atil 1g, to the performance of the Emijiloillillee I rovided suith terms a rovided such terms a Section 19: Notices A. Notice pursuant to this Agreement shall be given by depositing in the custody of the United States Postal Service, postage prepaid, and addressed as follows; M.NZWkyAlp 1 11 lifflIP111111 k Integration. This Agreement sets forth and establishes the entire understanding between the Employer and the Employee relating to the employment of the Employee by the Employer. Any prior discussions or representations by or between the Employer and Employee are merged into and rendered null and void by this Agreement. The Employer and Employee by mutual written agreement may amend any provision of this agreement during the life of the agreement. Such amendments shall be incorporated and made a part of this agreement. I I I I I I I I R I I 1 111! 1 1! 1111! 11111 Ill I! I I � I I Ill 11: 1 1! 90VRMMIX�= MMMMEIM9=1 1OMOM C. Effective Date. This Agreement shall become effective on April 27, 2020, D. Severability. The invalidity or partial invalidity of any portion of this Agreement will not affect the validity of any other provision. In the event that any provision of this Agreement is held to be Invalid, the remaining provisions shall be deemed to be in full force and effect as If they have been executed by both Employer and Employee subsequent to the expungement or judicial modification of the invalid provision. Conflicts. In the event of any conflict between the terms, conditions and provisions of this Agreement and the Applicable Laws and Authorities, then, unless otherwise prohibited -by law, the terms of this Agreement shall take precedence over the contrary provisions of the Applicable laws and Authorities during the term of this Agreement. F. This Agreement has been drafted through the collective efforts of each party, and no provision will be construed against either party by virtue of the drafting thereof. G. Choice of law. This contract is to be performed in Paris, Lamar County, Texas, and any legal action connected to the terms, performance, construction or termination of same will be brought pursuant to the laws of the State of Texas in a court of competent jurisdiction in Lamar County, Texas. Name of Employer: City off, Paris Signature: R 100 By: Steven J. Clifford M.D., Mayor Executed this the ,mt dayof2020. Name of Employee: Gra son Path Y Signature: �s F � Executed this the S day of 2020. e.e.. Page 9 of 9