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16-APPROVE RESOLUTION APPROVING/AUTHORIZING EXECUTION OF CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN JOHN GODWIN AND COPCITY COUNCIL AGENDA ITEM BRIEFING SHEET Submittal Date: Originating Department: Presented By: A,genda Item No.: 03/27/2012 Council Date: City Council Gene Anderson, 16. 04/09/2012 Interim City Manager RECOMMENDED MOTION: Move to approve a Resolution approving and authorizing the execution of a City Manager Employment Agreement between John Godwin and the City of Paris. POLICY ISSUE(S): Personnel BACKGROUND: At the City Council meeting of March 26, 2012 the City Council requested that City Staff forward an employment agreement to SGR for execution by John Godwin. Further, City Council requested that City Staff bring back to City Council for consideration a Resolution approving and authorizing the execution of a City Manager Employment Agreement. BOARD/COMMISSION RECOMMENDATION: EXHIBITS: Resolution; City Manager Employment Agreement ACTION: BUDGET INFO: ❑ Financial Report ❑ Minute Order Expense $ ❑ Department Report Z Resolution Budgeted Amt. $ ❑ Presentation ❑ Ordinance y'I'D Actual $ ❑ Public Hearing ❑ Other Acct. Name Acct. Number FISCAL NOTES: REVIEWED AND APPROVED BY: Z Administration Z Ciry Clerk ❑ Communiry Development ❑ EMS/IT ❑ Finance ❑ Fire ❑ Municipal Court Z Legal ❑ Library ❑ Police ❑ Eng./Public Works ❑ Utilities City of Paris Revised 2/04/08 ~ ~ _ 25 RESOLUTION N0. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, APPROVING AND AUTHORIZING THE EXECUTION OF A CITY MANAGER EMPLOYMENT AGREEMENT BETWEEN JOHN GODWIN AND THE CITY OF PARIS, TEXAS; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, on March 26, 2012, the City Council of the City of Paris voted 6-1 to offer the City Manager position with the City of Paris to John Godwin subject to Mr. Godwin executing an Employment Agreement, a copy of which is attached hereto as Exhibit "A"; and WHEREAS, the City Council has reviewed the attached Employment Agreement with John Godwin and deems it appropriate, and the Mayor should be authorized to execute the Employment Agreement on behalf of the City Council said Agreement being attached hereto as Exhibit "A"; and 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 the City Manager Employment Agreement between John Godwin and the City of Paris, Texas attached hereto as Exhibit "A", is hereby accepted conditioned upon the terms and conditions included in the Agreement and the Mayor of the City of Paris be and he is hereby authorized and directed to execute the Employment Agreement on behalf of the City of Paris. Section 3. That this resolution shall be effective from and after the date of passage. PASSED AND APPROVED this 9th day of April, 2012. A.J. Hashmi, M.D., Mayor ~ -1 26 ATTEST: Janice Ellis, City Clerk APPROVED AS TO FORM: W. Kent McIlyar, City Attorney 27 EMPLOYMENT AGREEMENT Introduction This Agreement, made and entered into this day of March 2012 by and between the City Council of the City of Paris Texas, a municipal corporation, (hereinafter called "Employer") and John K. Godwin, (hereinafter called "Employee') an individual who has the education, training and experience in local government management and who, as a member of ICMA, is subject to the ICMA Code of Ethics, both of whom agree as follows: Section 1: Term 1.1 Initial Term. The term of this Employment Agreement ("Agreement") sha.ll be for a perial of three (3) years beginning May 23, 2012 and ending May 22, 2015 ("initial term") provided, however, the term of this Agreement ma.y be ternunated earlier by either party subject to the provisions set forth in Sections 9, 10 and 11 of this Agreement. 1.2 Extension. Prior to the expiration of the initial term of this Agreement, Employer and Employee may mutually agree in writing to renew and extend this Agreement. 5ection 2: EmploymendAssignments and Duties. Employer hereby agrees to employ John Godwin as City Manager for the City of Paris, Texas. Employee shall faithfully perform the duties of City Manager as prescribed in the job description, as set forth in the City Charter, City Ordinances, City Policies and Procedures and as may be lawfully assigned by the City Council. Further, Employee shall comply with the City Charter, City Ordinances, City Policies and Procedures, and all applicable state and federal law, as they exist and as they may be amended (collectively "Applicable Laws and Authorities") and all lawful City Council directives. All duties assigned to Employee by the Council shall be appropriate to and consistent with the professional role and responsibility of the City Manager position. Section 3: Compensation A. Base Salary: Employer agrees to pay Employee an annual base salary of $165,430.00 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 adjustrnerrts that aze provided or required by the Employer's compensation policies. C. Consideration shall be given on an annual basis to increased compensation. In no case shall compensation be increased each year by less than the average across the board increase granted to other employees of Employer. Section 4: Health, Disability and Life Insurance Benefits A. Employer agrees to provide and to pay the premiums for health, hospitaliza.tion, surgical, vision, dental, and comprehensive medical insurance for Employee and his dependents equal to that which is provided to all other employees of the City of Paris. From the effective date of this agreement through September 30, 2012, Employer shall reimburse Employee for all Cobra payments for BCIBS health coverage through the Town of Fairview. Employee shall be enrolled in Paris's health plan effective October 1, 2012. ~8 B. Employer agrees to put into force and to make required premium payments for long term disability coverage for Employee. C. Employer shall pay the amount of premium due for term life insurance in an amount equal to the Employee's annual base salary, including a11 increases in the base salary during the life of this agreement. Employee shall name the beneficiary of the life insurance policy. Section 5: Vacation and Sick Leave A. Employee sha.ll accrue sick and vacation leave on an annual basis at the highest rate provided to any other employee. B. Employee is entitled to accrue all unused leave consistern with City of Paris policies, and in the event Employee's employment is terminated, either voluntarily or involunta,rily, Employee shall be compensated for a11 accrued vacation time, all paid holidays, and other benefits to date. ~ poid C. Employee shall be credited with five (5) days o^administrative leave beginning on the first date of employment. Section 6: Monthly Vehicle Allowance Employer agrees to pay to Employee, during the term of this Agreement and in addition to other salary and benefits herein provided the sum of $6,000 per year, payable monthly, as a vehicle allowance to be used to purchase, lease, or own, operate and maintain a vehicle. Beginning May 1, 2013, the monthly allowance shall be increased in proportion to the percentage increase in the cost of retail fuel as published by the Oil Price Information Service (OPIS). Employee shall be responsible for paying for liability, property damage, and comprehensive insurance coverage upon such vehicle and sha11 further be responsible for all expenses attendant to the purchase, operation, maintenance, repair, and regular replacement of said vehicle. Employer shail reimburse the Employee at the IRS standard mileage rate for any business use of the vehicle outside Lamar County. Section 7: Retirement Employer agrees to enroll Employee into the Texas Municipal Retirement System and to make all the appropriate contributions on the Employee's behalf. Section 8: General Business Eapenses 1. Employer agrees to budget for and to pay for professional dues and subscriptions of Employee necessary for continuation and full participation in national, regional, state, and local associations, and organizations necessary and desirable for Employee's continued professional participation, growth, and advancernent, and for the good of Employer. 2. Employer agrees to budget for and to pay for travel and subsistence expenses of Employee for professional and official trdvel, 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 ICMA Annual Conference, the Texas Municipal League, the Texas City Management Association, and such other national, regional, state, and local governmental groups and committees in which Employee serves as a member. 3. Employer also agrees to budget for and to pay for travel and subsistence expenses of Employee for short courses, institutes, and seminarc that are necessary for Employee's professional development and for the good of Employer. - 29 4. Employer shall provide Employee with, or reimburse Employee for costs of, a home computer, software, fax/modem, and cell phone required for Employee to perform the job and to maintain communication. Section 9: Termination For the purpose of this agreement, termination shatl occur when: A. Employee is terminated for good cause. For purposes of this Agreement the term "good cause" is defined as follows: 1. Any willful, knowing, grossly negligent, or negligent breach, disregazd or habitual 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, ordinances a.nd/or Policies of the City and/or the laws of the United States or the State of Texas. 2. Any willful, knowing, or grossly 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. B. The majority of the governing body votes to terminate the Employee at a duly authorized public meeting. C. If Employer, citizens, or the state legislature acts to amend any provisions of the Texas Local Government Code or a future city charter pertaining to the role, powers, duties, authority, responsibilities of Employee's position that substantially changes the form of government, the Employee shall have the right to declare that such amendments constitute termixiation. D. If 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 departmerrt heads, such action shall constitute a breach of this agreement and will be regarded as a ternunation. E. If Employee resigns his employment with the City, in response to a resolution approved by a majority of the entire City Council requesting Employee's resignation, then Employee may declare a termination as of the date of his signed letter of resignation.. F. Employer has committed a material breach of this Agreement and Employer has not cured the breach within thirry (30) days following receipt of written notice of the breach delivered by Employee. Provided, however, if said breach cannot be cured within said thirty (30) days, then Employer shall be allowed a reasonable amount of time to cure said breach. Written notice of a breach of contract shall be provided in accordance with the provisions of Section 17. Section 10: Severance Severance shall be paid to Employee when employment is terminated as defined in Section 9. If Employee is terminated, Employer shall provide a minimum severance payment equal to 10 months' salary at the then cunent rate of pay. This severance shall be paid in a lump sum unless otherwise agreed to by Employer and Employee. One year from the effective date of this agreement said payment sha11 increase to an amount equal to eleven months' salary, and two years from the effective date to twelve months. 2 ~ 30 Employee shall also be compensated for a11 accrued sick leave, vacation time, all paid holidays, and administrative leave, if any. For a minimum period of 10 months following termination, Employer shall pay the cost to continue the following benefits: 1. Health insurance for the employee and all dependents as provided in Section 4A; 2. Life insurance as provided in Section 41); 3. Long-term disability as provided in Section 413; 4. Caz allowance; and 5. Any other available benefits. If Employee is terminated for good cause then Employer is not obligated to pay severance under this section. Section 11: Resignation In the event that Employee voluntarily resigns his position with Employer, Employee shall provide a minimum of thirty (30) days notice unless the parties agree otherwise. Employer is not obligated to pay severance to Employee in the event Employee voluntarily resigns his employment with City. Section 12: Performance Evaluation Employer shall annually review the performance of Employee subject to a process, form, criteria, and format for the evaluation which sha11 be mutually agreed upon by Employer and Employee. The process at a minimum shall include the opportunity for both parties to: 1) prepare a written evaluation, 2) meet and discuss the evaluation, and 3) present a written summary of the evaluation results. The final written evaluation should be completed and delivered to Employee within thirry (30) days of the evaluation meeting. Section 13: Hours of Work It is recognized that Employee must devote a great deal of time outside normal off'ice hours on business for Employer, and to that end Employee shall be allowed to establish an appropriate work schedule. Section 14: Outside Activities The employment provided for by this Agreement sha11 be Employee's sole employment. However, recognizing that certain outside consulting or teaching opportunities provide indirect benefits to Employer and the community, Employee may elect to accept limited teaching, consulting or other business opporiunities with the understanding that such arrangements shall not constitute interference with or a conflict of interest with his responsibilities under this Agreement. Section 15: Indemnification To the exteut permitted by law, Employer sha11 defend, save harmless and indemnify Employee against any tort, professional liability claim or demand or other legal action, whether groundless or otherwise, arising out of an alleged act or omission occurring in the performance of Employee's duties as City Manager or resulting from the exercise of judgment or discretion in connection with the performauce of program duties or responsibilities, unless the act or omission involved willful or wanton conduct. Employee ma.y request and Employer shall not unreasonably refuse to provide independent legal representa.tion at Employer's expense and Employer may not unreasonably withhold approval. Lega1 representation, provided by Employer for Employee, shall extend until a final determination of the legal action including any appeals brought by either party. Employer sha11 indemnify employee against any and all losses, damages, judgments, interest, settlements, fines, court costs and other reasonable costs and 31 eacpenses of legal proceedings including attomeys fees, and any other liabilities incurred by, imposed upon, or suffered by such Employee in connection with or resulting from any claim, action, suit, or proceeding, actual or threatened, arising out of or in connection with the performance of his or her duties. Any settlement of any claim must be made with prior approval of Employer in order for indemnificaxion, as provided in this Section, to be available. Employee recognizes that Employer sha11 have the right to prosecute, compromise and/or settle any claim or lawsuit involving Employee in lus official capaciTy and Employee shall have input in the prosecution or settlement of a claim, lawsuit or settlement only if Employee was sued in his personal ca.pacity. Further, Employer agrees to pay all reasonable litigation eapenses of Employee throughout the pendency of any litigation to which Employee is a party, witness or advisor to Employer. Such ezpense 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 eapenses when Employee serves as a witness, advisor or consultant to Employer regarding pending litigation. Section 16: Other Terms and Conditions of Employment Employer, only upon agreement with Employee, shall fix any such other terms and conditions of employment, as it may determine from time to time, relaxing 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 Teacas Local Government Code, the City of Pazis Charter, or any other law. Section 17: Notices Notice pursuant to this Agreement shall be given by depositing in the custody of the United States Postal Service, postage prepaid, addressed as follows: (1) EMPLOYER: Mayor, City of Paris, P.O. Box 9037, Paris, Texas 75461-9037; and an additional copy addressed to City Clerk, City of Paris, Texas, PO Box 9037, Paris, Texas 75461-9037 (2) EMPLOYEE: John Godwin, 6613 Springmeadow Lane, Rowlett, TX 75089 Alternatively, notice required pursuant to tlus Agreement may be personally served in the same manner as is applicable to civil judicial practice. 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 Postai Service. Section 18: General Provisions A. Primary Residence in City of Paris. Employee agrees to establish and maintain his primary residence in the city limits of the City of Paris during the term of this Agreement and any extensions or renewals thereof. B. Integration. This Agreement sets forth and establishes the entire understanding between Employer and Employee relating to the employment of Employee by Employer. Any prior discussions or representations by or between the pa.rties are merged into and rendered null and void by this Agreement. The parties by mutual written agreement may amend any provision of this agreement during the life of the agreement. Such amendments shall be incorpora.ted and made a part of this Agreement. C. Binding Effect. This Agreement sha11 be binding on Ernployer and Employee as well as their heirs, assigns, executors, personal representatives and successors in interest. 4 ,,%..0 - -q 2 D. Effective Date. This Ageement sha11 become efFective on 2012 and sha11 remain in full force and effect for a period of three years. E. Severability. The invalidity or partial invalidity of any portion of tlus 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 sha11 be deemed to be in full force and effect as if they have been executed by both parties subsequent to the expungement or judicial modification of the invalid provision. F. Waiver. No waiver of any provision hereof or of any right or remedy hereunder sha11 be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course in dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof. G. Governing Law & Venue. This Agreement sha11 be construed and enforced in accordance with the laws of the State of Texas and this Agreement sha11 be performed in Paris, L.amar Courrty, Texas, therefore any lawsuits related to this Agreement shall be filed in Lama.r County, Texas if in State Court and in the Eastern District of Texas if filed in Federal Court. IN WITNESS WHEREOF, THE City and the Manager have executed this Agreement as of the daxes indicated below. THE CITY OF PARIS, TEXAS By: A.J. Hashmi, M.D., Mayor Date: ATTEST: Janice Ellis, City Clerk CITY MANAGER: AL < o K. Godw' Date: O-+! 02 / I 2 5 . 33