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1994-05-26-PEDC36 MINUTES OF THE PARIS ECONOMIC DEVELOPMENT CORPORATION May 26, 1994 The Paris Economic Development Corporation met in a regular meeting on Thursday, May 26, 1994, at 4:00 P.M., in the City Hall, City Council Chambers, Paris, Texas. Chairman Philip R. Cecil called the meeting to order with the following board me~bers present: Curtis Fendley, Leon Williams, and Dick Amis. Also present were ex-officio board members, Jo Ann Parkman, Ike Jewett (representing Gary Cunningham), Don Shelton, Bobby Walters, Michael E. Malone, City Manager, and T. K. Haynes, City Attorney, as counselor. Chairman Cecil made note that Board member Barney Bray was not present at this time, but there was a quorum present. Chairman Philip Cecil stated the next item on the agenda was approval of the minutes from the previous meeting of the Paris Economic Development Corporation. Chairman Cecil asked if there were any corrections or additions to the minutes of the previous meetings, and there being none they were approved as presented. Chairman Cecil asked Mr. Gene Anderson, Finance Director, to go over the financial report. Mr. Anderson stated that at the last meeting he had said he would provide a projection month by month of the revenues for this year. He asked the board to look at the report, and explained that the report reflected a minimum and a maximum estimate. He said the first six months up through May are actual receipts, and he explained the method used in figuring these amounts. He said one of the handouts is the Revenue Report which shows .the amount budgeted for Sales Tax Revenue for the year and the other handout reflects all the expenditures. He said if this format is not suitable to let him know. Chairman Cecil asked for any questions and there was none. Chairman Cecil asked City Engineer Earl Smith to make a report on the Soup Street Paving Project. Mr. Smith passed around a summary of the bids received which showed the unit prices bid on the job. Mr. Smith said as reflected in the bid tabulation the low bidder is Stephens & Sons. He said since the bid opening the City Council has authorized the award of the project, and the contractor has furnished his insurance and the bonds required to the City Attorney's office for examination. He said the contractor's time won't start until he receives the formal Notice To Proceed. Chairman Cecil questioned the payment arrangement. Mr. Smith said the payment arrangement will be that he will be allowed to submit monthly pay requests based on the percentage of completion in accordance with the unit price bid. Chairman Cecil wanted to know how long the job would take. Mr. Smith said he has allowed the contractor ninety days to substantial completion which means the road is in and being used for its intended purpose, and 120 days to final completion. Chairman Cecil asked City Manager Malone if he was asking this Board to make a decision on this project today, and Mr. Malone said no. Mr. Malone stated that a board member had requested this item be placed on the agenda for information. After discussion, the City Attorney Haynes said it would be appropriate to place on the next agenda for the June meeting authorization to fund the project. Mr. Cecil said he would like to discuss a concern one of the board members has regarding the twelve inch drive requirement. He asked City Manager Malone for comments concerning this matter. 37 The City Attorney said they rely upon the City Engineer to do the engineering. He said the City obtained from Campbell Soup the number of trucks estimated to be using the street daily, and based upon engineering practices the Engineer determined what was needed. Chairman Cecil said if he understands correctly the City has looked at this matter and feels that twelve inches is required for this drive. City Engineer Smith said he would like to briefly explain how he arrived at this figure. He said he went through and checked the soil types and Highway Department Design Manuals based on his conversation with the people at Campbell's Soup. He said they figure they are going to be running 300 trucks weighing approximately 80,000 lbs. per day both in and out. He said when you look at all these factors plus the soil types expected to exist in the area then the numbers used to determine the pavement thickness are correct. He said another thing the design considers is a twenty year service life. Mr. Cecil said the City could put the request in at what the amount is and the Board will act on it at the June meeting. City Attorney Haynes said his question was as to whether the Board wanted to pay it as the draws occurred or whether you wanted to go ahead and authorize the full amount since it is going to be for a short period of time. Chairman Cecil asked for thoughts on this matter. Chairman Cecil said he felt if the project is authorized the Board probably wants to Just authorize one payment. Chairman Cecil said he felt the board was very interested in this project. Board member Amis wanted to know how much above the actual bid could the Board expect to see the cost of the project go up due to City appropriated time. Mr. Smith said when he was drawing up the design he did not keep track of his time. City Manager Malone asked if it would it give the Board members a better feeling about the project if the City participated. Chairman Cecil said that he felt that would make the Board happy. City Manager Malone suggested the Engineering and staff time involved in the project plus approximately $20,000.00. Mr. Malone said he felt that would be a contribution the City Council would find suitable. Chairman Cecil said when the Board acts on this request that it be structured in this manner. Chairman Cecil asked for other questions and there being none he thanked Mr. Smith for this report. Chairman Cecil questioned the next item regarding personnel. City Manager Malone stated that this item was placed on the agenda in the event the Board wished to discuss the joint Chamber/Economic Development Manager. Chairman Cecil asked board members if they felt it was premature to discuss this matter and they agreed. Chairman Cecil stated at the next meeting the Board will act on the Campbell Soup Street Paving Project request and also possibly at that time discuss the personnel situation. Chairman Cecil asked if there was any other business and there being none he declared the board meeting adjourned. CHAIRMAN PHILIP R. CECIL ATTEST: ASSISTANT CITY CLERK, BARBARA DENNY 38 PARIS ECONOMIC DEVELOPMENT CORPORATION AND LAMAR COUNTY CHAMBER OF COMMERCE JOINT RESOLUTION NO. 96-001. WHEREAS, the Paris Economic Development Corporation has need for a Director of Economic Development; and, WHEREAS, the Lamar County Chamber of Commerce has need for a Chamber CEO; and, WHEREAS, it is deemed to be in the best interest of the Paris Economic Development Corporation and the Lamar County Chamber of Commerce that Gary L. Vest be employed to satisfy both needs, being Director oF Economic Development of the PEDC and Chamber CEO; and, WHEREAS, it is appropriate that the employment agreement in the form of Exhibit A, attached hereto and made a part hereof, be approved; NOW, THEREFORE, BE IT RESOLVED BY THE PARIS ECONOMIC DEVELOPMENT CORPORATION AND THE LAMAR COUNTY CHAMBER OF COMMERCE, that Gary L. Vest be, and be is hereby, employed as the Director of Economic Development of the PEDC and Chamber CEO; and, BE IT FURTHER RESOLVED, that the employment agreement between the Paris Economic Development Corporation, the Lamar County Chamber of Commerce and Gary L. Vest for services described in Exhibit A attached hereto, be, and the same is hereby, approved; and, BE IT FURTHER RESOLVED, that the President of tile Paris Economic Development Corporation, Philip R. Cecil, be, and he is hereby, authorized and directed to execute, on behalf of tile Paris Economic Development Corporation, the employment agreement between the Paris Economic Development Corporation, the Lamar County Chamber of Commerce and Gary L. Vest, in the form of Exhibit A, attached hereto; and, BE IT FURTHER RESOLVED, that the President of the Lamar County Chamber of Commerce, Jo Ann Parkman, be, and she is hereby, authorized and directed to execute, on behalf of the Lamar County Chamber of Commerce, the employment agreement between the Paris Economic Development Corporation, the Lamar County Chamber of Commerce and Gary L. Vest, in the form of Exhibit A, attached hereto. PASSED AND ADOPTED BY THE PARIS ECONOMIC DEVELOPMENT CORPORATION this 10th day of June, 1994. Philip R. Cecil, President Curtis Fendley, Vice-President Richard Amis, Secretary-Treasurer Leon Wlliams, Director 39 Barney Bray,III, Director ATTEST: Richard M. Amis, Secretary-Treasurer APPROVED AS TO FORM: T. K. Haynes, City Attorney PASSED AND ADOPTED BY THE LAMAR COUNTY CHAMBER OF COMMERCE this 3st day of May, 1994. Ann Parkman, President ATTEST: __ Richard Chamberlain, Secretary EMPLOYMENT AGREEMENT This Agreement, made this 15th day of June, 1994, by and between the Paris Economic Development Corporation, acting by and through its President, Philip R. Cecil, duly authorized, hereinafter called PEDC, the Lamar County Chamber of Commerce, acting by and through its President, Jo Ann Parkman, duly authorized, hereinafter called CHAMBER, and Gary L. Vest, hereinafter called VEST. WHEREAS, PEDC and CHAMBER do jointly provide funding for the employment of the Director of Economic Development of the Paris Economic Development Corporation and Chamber CEO; and, 40 WHEREAS, PEDC and CHAMBER desire to obtain the services of VEST and VEST desires to be employed by PEDC and CHAMBER upon the terms and conditions hereinafter set forth. KNOW ALL MEN BY THESE PRESENTS, That PEDC and CHAMBER and VEST do hereby contract and agree as follows: SECTION 1. Employment PEDC and CHAMBER hereby agree to employ VEST, and VEST hereby agrees to serve PEDC and CHAMBER as an 'at-will' employee, limited only as hereinafter specifically set out, with duties, responsibilities and rights as hereinafter set forth. SECTION 2. Duties VEST will be subject to the direction and instructions of PEDC and CHAMBER. A. VEST will devote a minimum of one-third (1/3) of his time, attention and energies to duties as directed by PEDC and attend all meetings of the Paris EXHIBIT A Economic Development Corporation and report on industrial development activities and related matters; and, B. VEST will devote the remainder of his time, attention and energies to the business of the CHAMBER, or PEDC, where they coincide, as permitted by the CHAMBER; and, · C. VEST will use his best effort to promote the interests of PEDC and CHAMBER; and, D. VEST will perform such other duties as CHAMBER may from time to time assign to him. 41 SECTION 3. Comoensations PEDC and CHAMBER shall pay VEST a salary, before required deductions, of not less than $5,416.67 per month, payable monthly. ALl such compensation shall be subject to the customary withholding tax, Social Security tax, and other employment or payroll taxes as may be required and provided by the United States of America or the State of Texas. SECTION 4. Term Except to the extent otherwise stated in this Paragraph, VEST serves at the will of PEDC and CHAMBER. In the event that VEST is terminated from his employment for any reason other than for cause, in accordance with Section 13, PEDC and CHAMBER agree to continue to pay and provide to VEST all salary and benefits due hereunder for a period of 150 days from the effective date of termination. Should VEST's employment be terminated for cause, in · accordance with Section 13, then this Agreement shall automatically cease and be of no further force and effect. All VEST's fights to salary or other benefits shall cease at the time VEST is terminated for cause. SECTION 5. Insurance CHAMBER shall provide VEST with the following insurance coverage: A. Health/Major Medical Insurance coverage under the Texas Chamber of Commerce Executive Plan, or comparable plan, with VEST's portion of the premium to be paid by CHAMBER. VEST may pay for dependent coverage, if he elects to do so: and, B. Term life insurance coverage on VEST's life for a face amount equal to I 1/2 (one and a half times VEST's base annual compensation (monthly pay x 12). SECTION 6. Sick Leave VEST shall be allowed one (1) day sick leave per month of employment, such sick leave may be accumulated up to a minimum of sixty (60) days. Sick leave credit will begin sixty (60) days after employment, or effective January 1, 1989, whichever is the latest effective date. 42 SECTION 7. Vacation Holidays VEST shall be entitled to take as holidays those days as may be from time to time taken by the Lamar County Chamber of Commerce as holidays. VEST shall be eligible for vacation as follows: A. After one year - three (3) weeks. VEST shall take vacation ir{ such year for which he is eligible for same, and VEST may not carry over accrued vacation without express authorization of PEDC and CHAMBER. SECTION 8. Automobile/Travel Exoenses CHAMBER agrees to pay to VEST a car allowance of $500.00 per month for VEST's business use of his personal vehicle within Lamar County. VEST shall provide a vehicle appropriate for use in business pursuant to this contract, and VEST shall be responsible for payment of liability insurance on such vehicle in an amount approved by PEDC and CHAMBER. CHAMBER agrees to reimburse VEST for out-of-county travel on a cost basis in accordance with PEDC's and CHAMBER's established policies. SECTION 9. Professional Dues and Meetings CHAMBER agrees to reimburse VEST for expenses incurred for attendance at conferences, courses, seminars and other similar professional growth activities, and reasonable expenses incurred therewith, including membership in professional organizations in keeping with VEST's position, provided same do not interfere with his responsibilities under this Agreement. Further, any such expenses shall be approved by CHAMBER in advance before VEST may be reimbursed for same. SECTION 10. Entertainment Allowance CHAMBER agrees to reimburse VEST for reasonable business-related entertainment expenses incurred by him incident to performance of his duties under this Agreement. Entertainment expenses, and any allowance or reimbursement therefor, shall be subject to the policies of PEDC and CHAMBER. SECTION 11. Miscellaneous Benefits A. CHAMBER agrees to pay enrollment fees, monthly dues, and business-related expenses for VEST's membership in one local country club. VEST agrees to pay any such charges related solely to personal entertainment or family use. 43 B. CHAMBER agrees to match VEST's contributions up to five percent (5%) of VEST's salary towards a retirement plan for VEST. If possible. VEST may continue the American Chamber of Commerce Plan, but if that plan is not transferable, an equivalent, fully vested plan mutually agreed upon by the pmaies hereto will be provided VEST. · SECTION 12. Other Employment VEST may not render services of any professional nature, including consulting work, personal appearances, or speeches, to or for any person or firm for compensation, nor engage in any activity which may be competitive with or adverse to this employment, without the express consent of PEDC and CHAMBER. SECTION 13. Termination for Cause VEST may be terminated from employment hereunder at any time for cause, to include; A. Repeated neglect of duties; B. Conviction of a felony or any crime involving moral turpitade; C. Drunkenness or excessive use of alcoholic beverages, or illegal use of drugs, hallucinogens or other substance regulated by the Texas Controlled Substance Act or federal law; D. Disability, not otherwise protected by law, that substantially .impairs performance of required or assigned duties for a continuous period in excess of six (6) months; E. Immorality, including any conduct PEDC and CHAMBER in their sole discretion determine is not in conformity with the accepted moral standards of the Paris. community: F. Failure to meet such generally recognized standards of professional conduct as may be determined by PEDC and CHAMBER to be applicable to VEST's position; and. O. Repeated breach of any provision or directive under this Agreement. PEDC and CHAMBER will give VEST written'notice of any deficiency under provisions (A), (F), or (G), and VEST may not be terminated for cause for any deficiency so noted unless VEST fails to correct such deficiency within sixty (60) days from the date such notice is given to VEST. 44 SECTION 14. Political Activity VEST may not actively engage in City, County or School elections within Lamar County other than those issue-related elections which may be incidental or related to performance of duties or responsibilities under this Agreement. SECTION 15. PEDC'S Contribution PEDC agrees to pay to CHAMBER $25,000 annually to fund its agreed proportional one- third (1/3) of VEST's compensation. Such payment shall be paid monthly on or before the first day of each month in the amount of $2,083.33. SECTION 16. Additional Provisions Additional Assurances. The provisions of this Agreement shall be self-operative and shall not require further agreement by the parties except as may be herein specifically provided to the contrary; provided, however, at the request of either party, the other party shall execute such additional instruments and take such additional acts as the requesting party may deem necessary. to effectuate this Agreement. Consents. Approvals and Discretion. Except as herein expressly provided to the contrary, whenever in this Agreement any consent or approval is required to be given by either party or either party must or may exercise discretion, the parties agree that such consent or approval shall not be unreasonably withheld or delayed and such discretion shall be reasonably exercised. Legal Fees and Costs. In the event either party elects to incur legal expenses to enforce or interpret any provision of this Agreement, the prevailing party will be entitled to recover such legal expenses, including, without limitation, attorney's fees. costs and necessary disbursements, in addition to any other relief to which such party shall be entitled. Choice of Law and Venue. Whereas PEDC's and CHAMBER's principal place of business, in regard at least only to this Agreement, and the location of the final act to effectuate this Agreement is in the City of Paris, County of Lamar, State of Texas, this Agreement shall be governed by and construed in accordance with the laws of such State, and the courts of such County shall be the sole original jurisdiction and venue for any litigationl special proceedings or other proceeding as between the parties that may be brought, or arise out of, in connection with or by reason of this Agreement. 45 Benefit and Assignment. Subject to provisions herein to the contrary, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns; provided, however, that no party may assign this Agreement or any or all of its rights or obligations hereunder without the prior written consent of the other parties. Waiver of Breach. The waiver by any party of breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any subsequent breach of the same or other provision hereof. Severability. In the event any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason and in any respect, such invalidity, illegality or unenforceability thereof shall not affect the remainder of this Agreement, which shall be in full force and effect and enforceable in accordance with its terms. Gender and Number. Whenever the context of this Agreement requires, the gender of all words herein shall include the masculine, feminine and neuter, and the number of all words herein shall include singular and plural. Divisions and Headings. The divisions of this Agreement into sections and the use of captions and headings in connection therewith are solely for convenience and shall have no legal effect in construing the provisions of this Agreement. Entire Agreement and Amendment. This Agreement supersedes all previous contracts, and constitutes the entire agreement of whatsoever kind or nature existing between or among the parties respecting the within subject matter, and no party shall be entitled to other benefits than those specified herein. As between or among the parties, oral statements or prior written material not specifically incorporated herein shall be of no force, and effect; the parties -- specifically acknowledge that, in entering into and executing this Agreerpent, each is relying solely upon the representations and agreements contained in this Agreement and no others. All prior representations or agreements, whether written or verbal, not expressly incorporated herein, are superseded and no changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by all parties hereto. 6 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. PARIS ECONOMIC DEVELOPMENT CORPORATION Philip R. Cecil, President ATTEST: Richard M. Amis, Secretary APPROVED AS TO FORM: T. K. Haynes, City Attorney LAMAR COUNTY CHAMBER OF COMMERCE Jo Ann Parkman, President ATTEST: Richard Chamberlain, Secretary Gary L. Vest