12-Resolution approving Addendum No. 1 to the City Manager Employment Agreement dated 8/27/07CITY COUNCIL AGENDA ITEM BRIEFING SHEET
Submittal Date:
04/15/10
Originating Department:
Presented By:
Agenda Item No.:
Council Date:
04/26/10
City Manager
Kevin Carruth
12.
RECOMMENDED MOTION:
Move to approve a Resolution approving Addendum No. One to the City Manager Employment
Agreement.
POLICY ISSUE(S):
Contract.
BACKGROUND:
The accompanying contract addendum incorporates the changes agreed to during the City Manager's
February 22, 2010 evaluation.
BOARD/COMMISSION RECOMMENDATION:
EXHIBITS:
Resolution and Addendum Number One to City Manager Employment Agreement
ACTION:
BUDGET INFO:
❑ Financial Report ❑ Minute Order
Expense
$
❑ Department Report Z Resolution
Budgeted Amt.
$
❑ Presentation ❑ Ordinance
❑ P
bli
H
i
y'I'D Actual
$
u
c
ear
ng ❑ Other
Acct. Name
Acct. Number
FISCAL NOTES:
REVIEWED AND APPROVED BY:
Z Administration Z City Clerk ❑ Communiry Development ❑ EMS/IT ❑ Finance ❑ Fire
❑ Municipal Court Z Legal ❑ Library ❑ Police ❑ Eng./Public Works ❑ Utilities
City of Paris
Revised 2/04/08
99
DRAFT
attorney\reswork\current\City Mgr Contract Addendum No. One Res 2010
RESOLUTION N0.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS,
APPROVING ADDENDUM N0. ONE TO THE CITY MANAGER
EMPLOYMENT AGREEMENT DATED AUGUST 27, 2007 BETWEEN THE
CITY OF PARIS, TEXAS AND KEVIN CARRUTH; PROVIDING FOR A
TWELVE MONTH EXTENSION AND A 3% SALARY INCREASE; MAKING
OTHER FINDINGS A1VD PROVISIONS RELATED TO THE SUBJECT; AND
DECLARING AN EFFECTIVE DATE.
WHEREAS, on August 23, 2007, the City Council of the Ciry of Paris adopted
Resolution No. 2007-050, approving the execution of a City Manager Employment
Agreement with Kevin Carruth (the "Contract"); and,
WHEREAS, the Contract called for a second annual performance review at the end
of two years and an option for the parties to extend the contract an additional twelve (12)
months beyond the original contract termination of August 27, 2010; and,
WHEREAS, following the Manager's performance evaluation on August 24, 2009,
and the follow-up performance evaluation on February 22, 2010, the Ciry council approved
a twelve (12) month extension of the Manager's contract with the City and approved a
three percent (3%) increase in the manager's annual salary effective February 23, 2010;
and,
WHEREAS, Addendum No. One to the City Manager Employment Agreement dated
August 27, 2007 between the City of Paris, Texas, and Kevin Carruth, attached hereto as
Exhibit A, should, in all things, be approved, and the Mayor of the City of Paris, should be
authorized to execute the same;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, TEXAS:
Section 1. That the findings set out in the preamble of this resolution are hereby
in all things approved.
Section 2. That Addendum No. One to the City Manager Employment Agreement
dated August 27, 2007 between the Ciry of Paris, Texas and Kevin Carruth, attached hereto
and incorporated herein as Exhibit A, be, and the same is hereby, approved.
Section 3. That the Mayor of the City of Paris be, and he is hereby authorized and
directed to execute, on behalf of the City of Paris, Addendum IVo. One to the City Manager
Employment Agreement dated August 27, 2007, under the terms and conditions and in the
form shown in Exhibit A, attached hereto.
Section 4. That this resolution shall be effective from and after the date of
passage.
99
PASSED AND APPROVED this 26th day of April, 2010.
Jesse James Freelen, Mayor
ATTEST:
Janice Ellis, Ciry Clerk
APPROVED AS TO FORM:
W. Kent McIlyar, City Attorney
109
ADDENDUM NUMBER ONE TO
CITY MANAGER EMPLOYMENT AGREEMENT
DATED AUGUST 27, 2007, BETWEEN KEVIN CARRUTH
AND THE CITY OF PARIS, TEXAS
STATE OF TEXAS )
)
COUNTY OF LAMAR )
KNOW ALL MEN BY THESE PRESENTS, that this Addendum Number One to
the City Manager Employment Agreement dated August 27, 2007, between the City of
Paris, Texas and Kevin Carruth, attached hereto as Exhibit "A", is made this 26th day of
April, 2010, by and befinreen Kevin Carruth, hereinafter called "Manager", and the City of
Paris, Texas, acting by and through its Mayor, Jesse James Freelen, duly authorized,
hereinafter called "City".
W I T N E S S E T H
WHEREAS, the City Manager Employment Agreement between the City of Paris,
Texas and Kevin Carruth dated August 27, 2007 contained an option to extend the
Manager's Contract an additional twelve (12) months beyond the original contract
termination date of August 27, 2010; and
WHEREAS, following the Manager's performance evaluation on August 24, 2009,
and the follow-up performance evaluation on February 22, 2010, the City Council
approved a twelve (12) month extension of the Manager's contract with the City and
approved a three percent (3%) increase in the Manager's annual salary effective
February 23, 2010;
NOW, THEREFORE, for mutual consideration, the receipt and sufficiency of which
is hereby acknowledged by all parties, the City and the Manager agree to amend the
Employment Agreement dated August 27, 2007 as follows:
"1.1 Term. The term of the Agreement shall be extended for an additional
twelve (12) months from the end of the initial term, August 27, 2010 and ending on August
27, 2011 ("Extended Term"), provided, however, that the term of this Agreement shall be
subject to earlier termination for any of the reasons set forth in Section 6.1 of the
Contract."
"3.1 Salary. Effective February 23, 2010, the City Manager's annual gross
salary shall be increased by 3.0% for a revised annual gross salary of One Hundred
Fifteen Thousand Five Hundred Sixty-Six and no/100 Dollars ($115,566.00). The actual
salary received by the City Manager will be the annual gross salary less all applicable
EXHIBIT A
101
withholding taxes and deductions required by all Applicable Laws and Authorities and the
City Manager's salary shall be paid in equal installments on the same schedule that other
City employees are paid."
All other terms and provision set forth in the Employment Agreement dated August
27, 2007 shall remain in full force and effect except as they have been amended herein.
EXECUTED on the 26th day of April, 2010.
By:
ATTEST:
Janice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent Mcllyar, City Attorney
STATE OF TEXAS )
)
COUNTY OF LAMAR )
CITY OF PARIS, TEXAS
Jesse James Freelen, Mayor
Kevin Carruth, City Manager
BEFORE ME, the undersigned authority, on this day personally appeared Jesse
James Freelen, Mayor of the City of Paris, Texas, known to me to be the person whose
name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein expressed and in the
capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of April, 2010.
Notary Public, State of Texas
10:'
STATE OF TEXAS
COUNTY OF LAMAR
BEFORE ME, the undersigned authority, on this day personally appeared Kevin
Carruth, City Manager of the City of Paris, Texas known to me to be the person whose
name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of April, 2010.
Notary Public, State of Texas
103
CITY MANAGER EMPLOYMENT AGREEMENT
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF LAMAR§ 14
THIS CITY MANAGER EMPLOYMENT AGREEMENT ("Agreement") is made and
entered into effective the 27th day of August, 2007, by and between the City of Paris, Texas, a
Texas municipal corporation (the "City") and Kevin Carruth (the "Manager").
WITNESSETH:
WHEREAS, the City Council of the City (the "Council") and the Manager believe that an
employment agreement negotiated between the Council, on behalf of the City, and the Manager
can be mutually beneficial to the City, the Manager, and the community they serve;
WHEREAS, when appropriately structured, the Council and the Manager believe an
employment agreement can strengthen the Council-Manager relationship by enhancing the
excellence and continuity of the management of the City for the benefit of its citizens;
WHEREAS, the Council, on behalf of the City, desires to employ the services of the
Manager, as the city manager of the City ("City Manager"), pursuant to the terms, conditions
and provisions of this Agreement.
WHEREAS, the Manager has agreed to accept employment as the City Manager,
subject to the terms, conditions and provisions of this Agreement.
NOW, THEREFORE, the City and the Manager, for and inconsideration of the terms,
conditions and provisions hereinafter established have agreed, and do hereby agree as follows:
1. Term
1.1 Term. The term of the Agreement shall be for a term of three (3) years beginning on
August 27, 2007 (the "Commencement Date) and ending on August 27, 2010 (the "initial term"),
provided, however, that the term of this Agreement shall be subject to earlier termination at the
pleasure of the Council, for any of the reasons set forth in Section 6.1 below.
1.2. Extension. At the end of twenty-four (24) months following the Commencement
Date of this Agreement and following the Manager's second annual performance review, the
Council may extend this Agreement for one (1) additional year. The extension must be in
writing, approved by Council Resolution and accepted in writing by the Manager. The
Agreernent may be likewise extended for additional one-year terms in similar fashion following
the third year and consecutive years.
Page 1 of 8
EXHIBIfi _L
104
H. Employment
2.1. Chief Executive Officer. The Manager is the chief executive officer of the City and
shall faithfully perform the duties of the City Manager as prescribed in the job description, as set
forth in the City Charter, City ordinances, this Agreement, and as may be lawfully assigned by
the Council (collectively the "City Manager's Duties"). Further, the Manager shall comply with
all state and federal law, the City's Charter, all City policies, rules, regulations and ordinances
as they exist or may hereinafter be amended, and all lawful Council directives (collectively
"Applicable Laws and Authorities"). All duties assigned to the Manger by the Council shall be
appropriate to and consistent with the professional role and responsibility of the City Manager
position.
2.2 Duties. The Council does hereby employ Manager as City Manager to perform the
City Manager's Duties in accordance with and pursuant to all Applicable Laws and Authorities
and each of the following duties to the full extent not prohibited by or in material conflict with
any existing provisions of the City's Charter or Applicable Laws and Authorities:
a. Employ, on behalf of the City, all employees of the City, with exception of the
City Attorney, Assistant City Attorney(s), Municipal Judge and any Associate
Municipal Judges (collectively "City employees").
b. Direct, assign, reassign and evaluate all City employees.
c. Organize, reorganize and arrange the City employee staff.
d. Develop and establish internal regulations, rules, and procedures which the
Manager deems necessary for the efficient and effective operation of the City.
e. Accept resignations from City employees, except the Manager's resignation
which must be accepted by the Council.
The Manager shall perform the City Manager's Duties with reasonable care, diligence, skill and
expertise.
2.3 Reassignment. The Manager cannot be reassigned from the position of the City
Manager to another position without the Manager's prior express written consent.
2.4 Council Meetings. Except to the extent prohibited by or in material conflict with
Applicable Laws and Authorities, the Manager, or the Manager's designee shall attend, and
shall be permitted to attend, all meetings of the Council, both public and closed, with the
exception of those closed meetings devoted to the consideration of any action or lack of action
on this Agreement, or any amendment thereto, the Manager's evaluation, or for purposes of
resolving conflicts between individual Council members.
2.5 Criticisms, Complaints, and Suggestions. The Council, individually and
collectively, shall refer in a timely manner all substantive criticisms, complaints, and suggestions
called to the Council's attention to the Manager for study and/or appropriate action, and the
Manager shall refer the matter(s) to the appropriate City employee or shall investigate such
matter(s) and inform the Council of the results of such efforts.
Page 2 of 8
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10
2.6 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, the City does
hereby agree to defend, hold harmless, and indemnify Manager from any and all demands,
claims, suits, actions, judgments, expenses and attorneys' fees incurred in any legal
proceedings brought against Manager in the Manager'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 Manager, as an employee of the City, acting within the
course and scope of the Manager's employment with the City, 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 Manager committed official misconduct, or
committed a willful or wrongful act or omission, or any 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 City or by the
Manager. The selection of the Manager's legal counsel shall be with the mutual agreement of
the Manager and the City if such legal counsel is not also City's legal counsel. A legal defense
may be provided through insurance coverage, in which case the Manager'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 2.6 exceeds the authority provided and limitations imposed by the
Texas Civil Practice & Remedies Code, Chapter 102, it shall be construed and modified
accordingly. The provisions of this Paragraph 2.6 shall survive the termination, expiration or
other end of this Agreement and/or the Manger's employment with the City.
2.7 Appropriation. The Council has appropriated, set aside and encumbered, and does
hereby appropriate, set aside, and encumber, available and otherwise unappropriated funds of
the City in an amount sufficient to fund and pay all financial obligations of the City pursuant to
this Agreement.
2,8 Hours of work. The Manager acknowledges the proper performance of the City
Manager's Duties require the Manager to generally observe normal business hours and will also
often require the performance of necessary services outside of normal business hours. The
Manager agrees to devote such additional time as is necessary for the full and proper
performance of the City Manager's Duties and that the compensation herein provided includes
compensation for the performance of all such services. However, the City intends that
reasonable time off be permitted the Manager, such as is customary for exempt employees so
long as the time off does not interfere with the needs of the City or the normal conduct of the
office of the City Manager. The Manager will devote full time and effort to the performance of
the City Manager's Duties, and shall remain in the exclusive employee of the City during the
term of this Agreement.
II1. Compensation
3.1 Salary. The City shall provide the Manager with an annual gross salary in the sum of
One Hundred Ten Thousand and noil0u uoiiars i IV,UUV1). T1lG actual sala;y r°ce;vQd ny thP
City Manager will be the annual gross salary less all applicable withholding taxes and
deductions required by all Applicable Laws and Authorities and the City Manager's salary shall
be paid in equal installments on the same schedule that other City employees are paid.
Page 3 of 8
~00)
3.2 Salary adjustments. At any time during the term of this Agreement, the Council may,
in its discretion, review and adjust the salary of the Manager, but in no event shall the Manager
be paid less than the salary set forth in Paragraph 3.1 of this Agreement, except by mutual
agreement of the two parties. Such adjustments, if any, shall be made pursuant to lawful
Council resolutions. In such event, the parties agree to provide their best effotts and
reasonable cooperation to execute a new agreement incorporating the adjusted salary.
3.3 Car Allowance. The City shall provide the Manager with a monthly automobile
allowance in the amount of Five Hundred and no/100 Dollars ($500.00) per month, which
payment is in lieu of mileage expense reimbursement, gasoline, or other vehicle upkeep
charges associated with travel required by his position within the limits of Lamar County, Texas.
The Manager may be reimbursed by the City on a per mile basis for necessary business travel
in the Manager's personal automobile to destinations outside Lamar County, Texas in
accordance with City mileage reimbursement policy.
3.4 Paid leaves - vacation, sick/personal and holiday. The Manager may take, at the
Manager's choice, the same number of hours of vacation authorized for other administrative
employees of the City, the leave to be in a single period or at different tirnes. The vacation
leave taken by the Manager will be taken at such time or times as will least interfere with the
performance of the City Manager's Duties. The Manager is hereby granted the same
sick/personal leave benefits as authorized by City Ordinance or Policy for other City employees;
provided, however, the Manager shall be credited with ten (10) days sick leave balance and ten
(10) days of vacation leave effective with the commencement date of this Agreement. The
Manager shall observe the same legal holidays as provided by the City for its employees.
3.5 Benefits - General. Unless expressly provided otherwise in the Agreement, in
addition to those benefits specifically set forth herein, the Manager shall be entitled to the same
benefits that are enjoyed by any other administrative employees of the City pursuant to all
Applicable Laws and Authorities.
3.6 Insurance - Health. Beginning on the commencement date of this Agreement, the
City agrees to pay the premiums for health, hospitalization, vision, dental, long term disability
and comprehensive medical insurance for the Manager and his immediate family pursuant to
the group health care plan provided by the City for its employees.
3.7 Retirement Benefit. The City agrees to enroll the Manager into the applicable state
or local retirement system and to make at least the same level of contributions for the Manager
or on the Manager's behalf as the City does for its other full time employees consistent with all
Applicable Laws and Authorities.
3.8 Moving Allowance. The City shall reimburse the Manager for all reasonable and
necessary moving expenses to move from his current home in Brownwood, Texas to Paris,
Texas up to a maximum moving allowance of Six-Thousand and No/100 Dollars ($6,000.00).
Manager shall submit proper documentation of his moving expenses upon request for
reimbursement.
3.9 Expenses. The City shall pay or reimburse the Manager for reasonable expenses
incurred by the Manager in the continuing performance of the Manager's duties under this
Agreement. The City agrees to pay the actual and incidental costs incurred by the Manager for
Page 4 of 8
107
travel. Such actual or incidental costs may include, but are not limited to: airfare, rental cars,
hotels and accommodations, meals, and other expenses incurred in the performance of the
business of the City. The Manager shall comply with all City policies, procedures and
documentation requirements applicable to travel and expense reimbursement.
3.10 Bonds. The City shall bear the full cost of any fidelity or other bonds required of the
Manager under any appiicable laws and authorities.
IV. Professional Growth
4.1 Professional Dues and Subscriptions. The City agrees to budget for and to pay
for all reasonable professional dues and subscriptions of the Manager necessary for
continuation and full participation in national, state, regional, and local associations and
organizations as necessary and/or desirable for the good of the City through the Manager's
continued professional participation, growth and advancement.
4.2 Professional Development Travel. The City agrees to budget for and to pay for all
reasonable travel and subsistence expenses of the Manager for professional and official travel
and meetings to adequately continue the professional development of the Manager and to
pursue necessary official functions for the City, including but not limited to the ICMA Annual
Conference, the Texas Municipal League, the Texas City Management Association, and such
other national, regional, state and local government groups and committees in which the
Manager is a member.
4.3 Professional Continuing Education. The City also agrees to budget for and to pay
for all reasonable travel and subsistence expenses of Manager for short courses, institutes, and
seminars that are necessary and/or desirable for the good of the City through the Manager's
professional development.
V. Performance Evaluation
5.1 Evaluation Process. The Council shall review the Manager's job performance at the
end of his first six (6) months, on or before March 24, 2008, and then at the end of the
Manager's first year, on or before October 27, 2008. Subsequent annual reviews of the
Manager's performance shall be conducted on a date agreeable to the Manager and City
Council. The annual performance reviews and evaluations shall be in writing and in
accordance with criteria and format developed jointly by the Council and the Manager. The
Council shall provide the Manager a reasonable and adequate opportunity to discuss with the
Council and/or respond to the Manager's evaluation.
5.2 Confidentiality. Unless the Manager expressly requests that his performance
evaluation be conducted in an open meeting, the performance evaluation of the Manager shall
be conducted in closed session of the Council, in accordance with Sec. 551.074 of the Texas
Government Code, and shall be considered confidential to the extent permitted by law.
Nothing herein shall prohibit the Council or the Manager from sharing the content of the
Manager's evaluation with their respective legal counsel.
5.3 Modification of Evaluation Process. In the event the Council determines that the
evaluation instrument, format and/or procedure are to be modified by the Council, and such
Page 5 of 8
ios
modifications would require new or different performance expectations, then the Manager shall
be provided a reasonable period of time to demonstrate such expected performance before
being evaluated.
VI. Termination
6.1 Termination Events. This Agreement shall terminate upon any of the following:
a. Mutual agreement of the Council and Manager in writing and signed by them;
Retirement or death of the Manager;
Termination of Manager's Employment for "good cause" (as defined in
Paragraph 6.2 below);
d. A Unilateral Severance (as defined and set forth in Section 6.3 below); or,
e. Expiration of the term of this Agreement.
6.2 Good Cause. For purposes of this Agreement the term "good cause" is defined as
foliows:
Any willful, knowing, grossly negligent, or negligent breach, disregard or habituat
neglect of any provisions of this Agreement, or any willful, knowing, grossly
negligent, or negligent breach, disregard or habitual neglect of any duty or
obligation required to be performed by City Manager under this Agreement or
under the Charter and ordinances of the City and/or the laws of the United
States or the State of Texas.
b. Any misconduct of the City Manager involving an act of moral turpitude, criminal
illegality (excepting minor traffic violations), or habitual violations of the traffic
laws, whether or not related to City Manager's official duties hereunder.
c. Any willful, knowing, grossly negligent, or negligent misapplication or misuse,
direct or indirect, by City Manager of public or other funds or other property, real,
personal, or mixed, owned by or entrusted to the City, any agency or corporation
thereof, or the City Manager in his official capacity.
6.3 Unilateral Severance. As one of the termination events specified above in Section
6.1, the Council may end the employment relationship and terminate this Agreement, at the
pleasure of the Council, whether with or without good cause, upon written notice to the
Manager as specified below and payment to the Manager of the Severance Amount (as defined
below), the Severance Benefits (as defined below) and the Current Obligations (the "Unilateral
Severance"). If the Council determines that it desires a Unilateral Severance it shall provide
written notice to the Manager at least thirty (30) days in advance of the effective date of such
termination, which specifies: (a) the Council has voted to pursue a Unilateral Severance
pursuant to this Paragraph 6.3 of the Agreement, (b) the effective date of the Unilateral
Severance ("Severance Effective Date"), and (c) the City's commitment to pay the Severance
Amount (including a specific line item breakdown of the items that constitute the total
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109
Severance Amount). On or before the Severance Effective Date, the Manager may by written
notice to the City direct that the Severance Amount be paid and payable in a manner directed
by the Manager, provided that the total Severance Amount must be paid and payable on or
before the first anniversary of the Severance Effective Date and there shall be no limitations on
the City making deductions and withholdings required by law. The Manager shall inform the
City whether the Severance Amount should be paid in lump sum, along with the appropriate
IRS 1099 filing, or bi-weekly in the same manner he was paid while serving as Manager,
subject to W-2 reporting and normal deductions and withholding.
The "Severance Amount" shall include: (a) an amount equal to the value of nine (9) months of
the Manager's then current salary to serve as the primary basis for the Manager's severance
pay, plus (b) the value of any accrued but unused vacation, sick or attendance day (eave up to
the maximum accrual rates set forth in the City's Personnel Policies & Procedures Manual, as
amended.
Conditioned upon the City fulfilling its obligations to pay the Severance Amount, upon a
Unilateral Severance, the Manager waives and releases the Manager's right to continued
employment with the City and hereby waives, releases and agrees to hold the City of Paris, its
elected officials, officers, employees, insurers and agents harmless from and against any and
all claims he may have now or acquire in the future related to the Unilateral Severance,
termination of employment with the City, the severance package, or any other matter arising
from or related to this Employment Agreement. The Manager further agrees to execute an
Agreement with the City which reflects the waiver and release stated above. The provisions of
this Section 6.3 of the Agreement shall survive the termination, expiration or other end of this
Agreement and/or the Manager's employment with the City.
6.4 Compliance with City Charter. Nothing herein to the contrary shall be construed to
altar or amend the City Manager's right to request, pursuant to Section 22 of the Paris City
Charter, a Council resolution duly passed by a majority vote of the total membership of the City
Council which sets forth the reasons for his termination, to submit a written reply to same and to
request a public hearing at which he is allowed to address the Council. The Manager may,
however, at his option elect to waive this process.
VII. General Provisions
7.1 Complete Agreement. This Agreement sets forth and establishes the entire
understanding between the City and the Manager relating to the employment of the Manager by
the City. Any prior discussions or representations by or between the parties are merged into
and rendered null and void by this Agreement. The parties by mutual written signed
agreement may amend any provision of this Agreement during the term of this Agreement;
such amendments shall be incorporated and made a part of this Agreement.
7.2 Binding Effect. This Agreement shall be binding on the City and the Manager as well
as their heirs, assigns, executors, personal representatives and successors in interest.
7.3 Savings Clause. If any term or provision of this Agreement, as applied to any party or
to any circumstance, is declared by a court of competent jurisdiction hereof to be illegal,
unenforceable or void in any situation and in any jurisdiction, such determination shall not affect
the validity or enforceability of the remaining terms and provisions hereof or the validity or
Page 7 of 8
119
enforceability of the offending provision in any other situation or in any other jurisdiction. The
parties agree that the court or arbitrator making such determination shall have the power to
reduce the scope, duration, area or applicability of the term or provision to delete specific words
or phrases or to replace any illegal, unenforceable or void term or provision with a term or
provision that is valid and unenforceable term or provision that is valid and enforceabie and that
comes closest to expressing the intention of the invalid or unenforceable term or provision.
7.4 Nonwaiver Clause. No waiver of the either party's rights under this Agreement shalt
be deemed to have been made unless expressed in writing and signed by an authorized
representative of the party.
7.5 Conflicts. In the event of any conflict between the terms, conditions and provisions of
this Agreement and the City Charter of the City of Paris, Texas, the City Charter shall take
precedence over the contrary provisions of this Agreement during the term of this Agreement.
7.6 Controlling Law. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Texas and shall be perFormable in Lamar County,
Texas, unless otherwise provided by law.
CITY OF PARIS, TEXAS
ATTEST:
Qqv,,~) aaq
nice Ellis, City Clerk
~L
Executed this the day of , 2007.
~
esse Ja es Freelen, Mayor
CITY MANAGER:
Executed this the ~ day of &c47- , 2007.
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