2021-046 - Approving an Addendum to the Employment Agreement dated March 9, 2020 between the City of Paris and Grayson PathRESOLUTION NO. 2021 - 046
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS;
APPROVING AN ADDENDUM TO THE EMPLOYMENT AGREEMENT DATED
MARCH 9, 2020 BETWEEN THE CITYAND 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, 2021.
Section 4. This resolution shall be effective immediately upon passage.
PASSED AND APPROVED this 13th day of December, 2021.
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ATTEST:
a ice Ellis, City Clerk
APPROVED AS TO FORM:
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Addendum toEmployment Agreement Dated March 9, 2020
Between the City of Paris, Texas and Grayson Adam Path
Whereas, onthe 9mday OfMarch, 2O2O,the City OfParis ("E[Op|Oyer")and Grayson Adam Path
("Employee") entered into an Employment /\onaernord ("Agreement") vvhonybv Employer
contracted with Employee to provide professional S8niC8G 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 8Sfollows:
Section 1.Term, shall b8amended asfollows:
"The term of this agreement Sh8U be for @ period of five (5) V8a[S from Aoh| 27' 2020 to April
26. 2025, p[nvided, hovvover, that the t8nn of this Aonaennenk may be terminated by either
party subject b]the provisions set forth iDSections 0.1O.0r11 herein. Prior k}the eXpi[8dOO
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 k} pay ED1D|Oy9H an annual base salary of$1OO'OOO.D0 uOd| November 9,
2O21.8twhich said time Employer agrees tOincrease said annual base salary to$105'OUO.00.
Said salary shall be payable in installments at the Senne time that the other Dl8O8gGnOeD|
employees ofthe Employer are paid.
The effective date 0fthis Addendum isNovember S.2021.
City of Paris
Paula Portugal, Mayor
Executed the 13t' day of December, 2021
Grayson Path
Executed the 13*day ofDecember, 2021
Employment Agreement
Introduction
This Agreement, made and entered into this 91 day of March, 2020, by and between the City of Paris, Texas, a municipal
corporation, (hereinafter called "Employer") and Grayson Adam Path, (hereinafter called "Employee") an individual who
has the education, training and experience in local government management and who, as a member of the international
City/County Management Association (ICMA), is subject to the ICMA Code of Ethics, both of.whom agree as follows:
Section 1: Term
The term of this agreement shall be for a period of three (3) years from April 27, 2020 to April 26, 2023, 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.
Section 2: Duties and Authority
A. 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 permissible 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 of the
organization, excepting the city attorney and the city judge, consistent with the policies of the governing body
and the ordinances and charter of the Employer.
D. It shall also be the duty of the Employee to direct, assign, reassign and evaluate all of the employees of the
Employer consistent with policies, ordinances, charter, state and federal law.
E. It shall also be the duty of the Employee to organize, reorganize and arrange the staff of the Employer, excepting
the city attorney and city judge and to develop and establish intemal 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 the
city attorney and city judge, consistent with the policies, ordinances, state and federal law, except the Employee's
resignation which must be accepted by the governing body.
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G. The Employee shall perform the duties of City Manager of the Employer with reasonable care, diligence, skill and
expertise.
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.
I. The Employee cannot be reassignedfrom the position of City Managerto another position withoutthe Employee's
express written consent.
The Employee or designee shall attend, and shall be permitted to attend, all meetings of the governing body, both
public and closed, with the exception of those closed meetings devoted to the subject of this Agreement, or any
amendment thereto or the Employee's evaluation or otherwise consistent with state law.
K. The governing body, individually and collectively, shall refer in a timeJy 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 time
that the other management employees of the Employer are paid.
B. This agreement shall be automatically amended to reflect any salary adjustments that are provided or -required
by the Employer's compensation policies to include all salary adjustments on the same basis as applied to the
executive classification of employees.
C. In addition, consideration shall be given on an annual basis to an increase in compensation. Employee
acknowledges that Employer is a governmental entity subject to budgetary constraints and a fluctuating tax base.
Consequently, Employer agrees to consider increasing the compensation of the Employee dependent upon the
results of the performance evaluation conducted under the provisions of Section 12 of this Agreement, but makes
no representation that such salary increases will be granted.
D. At any time during the term of the Agreement, Employer may, in its discretion, review and adjust the salary of the
Employee, but in no event shall the Employee be paid less than the salary set forth in Section 3.A. of the Agreement
except by mutual written agreement between Employee and Employer. Such adjustments, if any, shall be made
pursuant to a lawful governing body action. In such event, Employer and Employee agree to provide their best
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
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Personnel Policy. Likewise, Employee will be subject to any carryforward limitations imposed by the City of Paris
Personnel Policy.
Section 4: Health, Disability and Life Insurance Benefits
A. The Employer agrees to provide and to pay the budgeted city contribution for health insurance and long term
disability insurance for the Employee, at a minimum, equal to that which is provided to all other employees of the
City of Paris.
B. The Employer shall pay the amount of premium due fog term life insurance in accordance with that provided to
all other employees, during the life of this agreement. The Employee shall name the beneficiary of the life
insurance policy.
Section 5: Vacation and Sick Leave
A. Upon commencing employment, the Employee shall be credited with eighty (80) accrued sick leave hours -and
eighty (80) accrued vacation leave hours. In addition, beginning. the first day of employment, Employee shall
accrue sick leave and vacation leave on an annual basis, under the same rules and provisions applicable to other
employees.
B. The Employee is entitled to accrue all unused leave under the same rules and provisions applicable to other
employees, and in the event the Employee's employment is terminated, either voluntarily or involuntarily, the
Employee shall be compensated for up to 320 hours of accrued vacation time, and all paid holidays to date.
Section 6: Autombbile
The Employer agrees to pay to the Employee, during the term of this Agreement and in addition to other salary
and benefits herein provided, the sum of $7,200.00 per year, payable monthly, as a vehicle allowance to be used
to purchase, lease, or own, operate and maintain a vehicle. The Employee shall be responsible for paying for
liability, property damage, and comprehensive insurance coverage upon such vehicle and shall further be
responsible for all expenses attendant to the purchase, operation, maintenance, repair, and regular replacement
of said vehicle. The Employer shall reimburse the Employee at the IRS standard mileage rate for any business use
of the vehicle beyond Lamar County.
Section 7: Retirement
The Employer agrees to enroll the Employee into the applicable state or local retirement system and to make all
the appropriate contributions on the Employee's behalf
Section 8: General Business Expenses
A. Employer agrees to budget and pay for professional dues, including but not limited to the International City/
County Management Association, and subscriptions of the Employee necessary for continuation and full
participation in national, regional, state, and local associations, and organizations necessary and desirable for the
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Employee's continued professional participation, growth, and advancement, and for the good of the Employer.
B. Employer agrees to budget and pay for travel and 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 to budget and pay for travel and subsistence expenses of Employee for short courses,
institutes, and seminars that are necessary -for the Employee's professional development and for the good of the
Employer. Employer must not require Employee to use accrued leave when participating in professional
development activities.
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 of 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
of duly executed expense or petty cash vouchers, receipts, statements or personal affidavits.
E. The Employer acknowledges the value of having Employee participate'and be directly involved in local civic clubs
or organizations. Accordingly, Employer shall pay for the reasonable membership fees and/or dues to enable the
Employee to become an active member in local civic clubs or organizations.
F. Recognizing the importance of constant communication and maximum productivity, Employer shall provide
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 whaare doing business with Employer. Upon termination
of Employee's employment, the equipment herein must remain the property of the Employer.
Section 9: Termination
A. For the purpose of this agreement, termination shall occur when:
a. Employee is terminated for good cause. For purposes of this Agreement, the term "good 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.
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2. Any willful, knowing, or grossly negligent misapplication or misuse, director indirect, by Employee
of public or other funds or other property, real, personal, or mixed, owned by or entrusted to
Employer, any agency or corporation thereof, or the Employer in his official capacity.
b. The majority of the governing body votes to terminate the Employee in accordance with applicable law at
a properly posted and duly authorized public meeting.
c. Non -renewal of this Employment Agreement, whether by official action of a majority of the governing
body or not, when Employee is willing to renew.
d. If the Employer or citizens acts to amend any provisions of the charter pertaining to the role, powers,
duties, authority, responsibilities of the Employee's position that substantially changes the form of
government, the Employee -shall have the right to declare that such amendments constitute termination.
e. 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
Employee may declare a termination as of the date of the suggestion.
g. 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.
B. Refusal of Employee to comply with a directive that is in violation of the ICMA Code of Ethics is not cause for
termination.
Section 10: Severance
A. Severance shall be paid to the Employee when employment is terminated as defined in Section 9.
B. If the Employee is terminated, the Employer shall provide a minimum severance payment equal to nine (9)
months' salary at the then current rate of pay. This severance shall be paid in a lump sum.
C. The Employee shall be compensated for all vacation leave as provided in Section S.B, and all other accrued leave
other than sick leave.
D. Fora period up to nine (9) months following termination, the Employer shall pay the Employee in an amount equal
to the monthly Employer budgeted contribution for medical insurance to offset the cost of health insurance
pursuantto the Consolidated Omnibus Budget Reconciliation Act ('COBRA"). Such payments shall cease at the
end of nine months or when Employee becomes covered by another insurance group whichever occurs first.
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E. If the Employee is terminated because of a felony conviction or pursuant to Section 9.A.a.2, then the Employer is
not obligated to pay severance under this section.
Section 11: Resignation
The Employee may voluntarily resign his position at anytime duringthe term of this agreement. In the eventthat
the Employee voluntarily resigns his position with the Employer, the Employee shall provide a minimum of 30 days
notice unless Employer and Employee agree otherwise. If the Employee resigns pursuant to the terms set forth
in Section 9.A.f., then resignation is not considered voluntary for the purposes of this Section 11.
Section 12: Performance Evaluation
A. Employer shall annually review the performance of the Employee using the same process used with other
appointed employees. The Employer shall provide the Employee with a summary statement of the findings of the
Employer and shall provide an adequate opportunityforthe Employee to discuss his evaluation with the Employer.
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 by the
Employer and such modifications would require new or different performance expectations, then the.EmploVee
shall be provided a reasonable period of time to demonstrate such expected performance before being evaluated.
Section 13: Hours of Work
It is recognized that the Employee must devote a great deal of time outside the normal office hours on business
for the Employer, and to that end Employee shall be allowed to establish an appropriate work schedule to include
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 ICMA Code of Ethics. Specifically, Employee shall not endorse
candidates, make financial contributions, sign or circulate petitions, or participate in fundraising activities for
individuals seeking or holding elected office, nor seek or accept any personal enrichment or profit derived from
confidential information or misuse of public time. Employee shall also be subject to the Code of Ethics adopted
by the City Council as set forth in the City of Paris Code of ordinances, Chapter 2, Article IX.
B. Employer shall support Employee in keeping these commitments by refraining from any order, direction or
requestthat would require Employee to violate the ICMA Code of Ethics. Specifically, neither the governing body
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nor any individual member thereof shall request Employee to endorse any candidate, make any financial
contribution, sign or circulate any petition, or participate in any fundraising activity for individuals seeking or
holding elected office, nor to handle any matter of personnel on a basis other than fairness, impartiality and merit.
Section 15: Moving and Relocation Expenses
A. Employee agrees to establish residence within the corporate boundaries of the local government, if required,
within twelve (12) months of employment, and thereafterto maintain residence within the corporate boundaries
of the local government.
B. Employer shall pay Employee an interim housing supplement 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 property
from Nebraska City, Nebraska to Paris, Texas, in an amount not to exceed $15,000.00. Said moving expenses
include packing, moving, storage costs, unpacking, and insurance charges, actual lodging and meal expenses for
Employee's family in route from Nebraska City, NE to Paris, Texas, and mileage costs for moving personal
automobiles to Paris, Texas shall be reimbursed atthe current IRS rate. Employee shall attempt to obtain multiple
quotes for moving service companies, selecting the most responsible lowest quote for service.
Section 16: Indemnification
A. Indemnification. To the extent it maybe 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
€orthose claims or any causes of action where it Is determined thatthe 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 bythe 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 Employer's legal counsel. A legal
defense may be provided through insurance coverage, in which case the Employee's rightto 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.
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B. Employee recognizes that Employer shall have the right to compromise and settle any claim or suit. Further;
Employer agrees to pay all reasonable litigation expenses of Employee throughout the pendency of any litigation
to which the Employee is a party, witness or advisor to the Employer. Such expense payments shall continue
beyond Employee's service to the Employer as long as litigation is pending. Further, Employer agrees to pay
Employee reasonable consulting fees and travel expenses when Employee serves as a witness, advisor or
consultant to Employer regarding pending litigation.
Section 17: Bonding
Employer shall bear the full cost of any fidelity or other bonds required of the Employee under any law or
ordinance.
Section 18: Other Terms and Conditions of Employment
The Employer, only upon agreementwith Employee, shall fix any such otherterms and conditions of employment,
as it may determine from time to time, relating to the performance of the Employee, provided such terms and
conditions are not inconsistent with or in conflict with the provisions- of this Agreement, the City of Paris Charter,
local ordinances or any other law.
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:
a. EMPLOYER: City of Paris, 135 SE 111 Street, Paris, TX 75460
b. EMPLOYEE: Grayson Path, 115 Cherry Circle, Nebraska City, NE 68410
1. Pursuant to Section 16.A, Employee will update Employer's records with a new address once obtained.
B. Notice shall be deemed given as of the date of personal service or as -the date of deposit of such written notice in
the course of transmission in the United States Postal Service.
Section 20: General Provisions
A. Integration. This Agreement sets forth and establishes the entire understanding between the Employer and the
Employee relatingto 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.
B. Binding Effect. This Agreement shall be binding on the Employer and the Employee as well as their heirs, assigns,
executors, personal representatives and successors in interest.
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C. Effective Date, This Agreement shall become effective unApril 27,202U,
D. Severability. The invalidity orpartial invalidity ofany portion of this Agreement will not affect the validity ofany
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.
E. 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 bvlaw, the terms of this Agreement shall take
precedence overthe contrary provisions of the Applicable Laws and Authorities duringthe 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 oflaw. This contract istobeperformed inParis, 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 ofEmployer: City of Paris
Signature:
By: Steven ]. Clifford NiD, Mayor
Executed this the q�/ y
Name of Employee: Grayson Path
Signature:
Executed this 5cday of 2020.
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