2012-028 RES APPROVING/AUTHORIZING EXECUTION OF CITY MANAGER EMPLOYMENTAGREEMENT BETWEEN JOHN GODWIN AND COPRESOLUTION N0. 2012-028
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. Hashm~~l:;D., Mayor
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~
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ATTEST:
E 00,O-
gn . ,
iace Ellis, City Clerk
APPROVED AS TO FORM:
~
W. Kent ity Attorney
EMP:LQYMENT AGREEMENT
IntrodUCtion
-E..
This Agreement, made anri entered into thi~ day of 1Vlazch 2012 by and between the City Council af
the City of Paris Texas, a municipal corporation, (hereinafter called "Employer") and John K. Godwin,
(hereinafter catled "Employee") an Xndividual who has the edncation, training and e;cperience in Iocal
government rnanagement azld who, as a member of TCMA, is sabject to the ICMA Code af Ethics, bot6 of
whom agree as fallows:
Section 1: Term
1.1 Initial Term. T'he term of this Eznployment Agreement ("Agreement") shall be for a period of three
(3) years beginn.ing May 23, 2012 and ending Mav 22, 2015 ("initial term") provided, however, Che terrn
of this Agreement may be terminated earlier by either party subject to the provisions set forth in Sections
9, 10 and 11 of ihis Agreement.
1.2 Extension. Priar ta the expiration of the initial term of this Agreemsnt, Employer and Employee may
mutually agree in writing to renew and extend this Agreemetat.
Section 2: EmploymendAssignments and Duties.
Employer hereby agrees to emplo}r John Goc3win as Ciq, Manager for the City of Paris, Texas. Employee
shall faithfully perform the duties of City Manager as prescribed in the jab descrzption, as set forth in the
City Charter, City Ordinances, City Policies and Procedures and as may be lawfullyr assigned by the City
Council. Further, Fmployee shall comply with the City Charter, City !Ordinances, City Folieies and
Prpcedures, and all applicable state and federal law, as they exist and as they may be amended
(coilectiveiy "Applicable Laws and Authorities") and aIt lawful City Cauncil directives. All duties
assigned ta Empioyee by the CounciI shall be appropriate ta and consistent with the pra£essional role and
responsibility of the City 1lqanager posit3on.
Section 3: Campensatian
A. Base Salary: Emplayer agrees to pay Employee an annual base salary of $165,430.00 payable in
installments at the same time that the ather managemenfi employees of the Employer are paid.
B. This agreement shall be automaticalIy amended to reflect any salary adjusimerns tha.t are provided or
required by the Emplayer's compensation policies.
C. Consideration sha.fl be given on an annual basis to increased compensation. Irz no case shatl
eompensation be inereased each yea.r by less than the average across the board increase granted to other
employees of Employer.
Section 4: Health, Disability and Life Insurance Benefits
A. Empioyer agrees to provide and to pay the premiums for health, haspitalizatian, surgiGal, visio.n,
denial, and eomprehensive medical insurance for Bnipioyee and his dependents equal to that which is
provided to a11 other employees of the City of Paris. Fram the effective date af this agreernent through
September 30, 2012, Employer shall reimburse Emplayee for all Cobra payments for $C/BS health
covezage through the Town of Fairview. Enipioyee shall be enrolled in Paris's health plan effective
Octaher l, 2012.
B. Employer agrees to put into force and to make required premium payments for long term disabilitv
coverage for Empioyee.
C. Employer shaIl pay the amount of premium due for tercn life insurance in an amount equal to the
Employee's annual base salary, including all increases in the base salaiy during the life of this agreement.
Employee shall narrrne the beneficiary of the Iife insurance polrcy.
Sertion 5: Vacatian and Sick Leave
A. Employee shall accrue sick and vacation leave on an annuaI basis at the highest rate provided to any
other emplnyee.
B. Employee is entitled to accrue all unused leave consistent tivith City of Paris policies, and in the event
Emp}oyee's employment is terminated, either voluntari.ly or involuntarily, Employee shall be
compensated for alt accrued vaeation time, all paid holidays, and other benefits to date.
~ ~no~d
C. Employee shall be credited xvith fve (5) davs o~administrative leave beginning on the first date of
errtployment.
Section 6: Manthly Vehicle Allowance
Employer agrees to pay to Emgloyee, during the term of this Agreenient and in additian to other satary
and benefits herein provided the sum of $6,000 per year, payable manthly, as a vehicle a.llowance to be
used to purchase, lease, or own, operate and maintain a vehicie. Beginning May 1, 2013, the monthly
alloNvance shall be increased in proportion to the percentage increase i.n t.he cost of retail fuel as pubiished
by the Oil Price Tnfonnatian Service (QPIS). Employee shall be responsible for paying for liability,
property damage, and comprehensive insurance coverage upon such vehiele and shall further be
responsihle for all expenses attcndant to the purchase, aperation, rnaintenance, repair, and regular
replacement of said vehicle. Employer sha.tl reimburse the Employee at tlze IRS standard mileage rate for
any business use of the vehicle outside Lamar County,
Section 7: 12etirement
Employer agrees to enroll Employee into the Texas Municipal Retirement System and to make all the
appropriate contrihutions on the Employee's behalf.
Section 8: General Business Eacpenses
1. Employer agrees to budget far and to pay for professianal dues and subscriptions of Employee
necessary for continuation and full participation in national, regional, state, and loca( assaciations, and
organizafiions necessary and desirable for Employee's continued professionai participa#ion, growth, and
advancement, and for the good of Employer.
2. Emplayer agrees to budget for and to pay for trauel and subsistence expenses of Employee far
professional and official travel, meetings, and occasians to adequately continue the professional
develapment of Employee and to pursue necessary official functions for Employer, including but not
limited to the IC'VIA Annual Conference, the Texas Municzpai League, the Tex.zs City Management
Assoeiation, and such other national, regional, state, and local gavernmental groups and committees in
which Employee serves as a member.
3. Emplayer also agrees to budget for and to pay for travel and subsistence expenses of Employee for
shart courses, institutes, and seminars that are necessary for Employee's professional development and
for the good of Employer.
4. Ecnployer shall pravide Employee with, ar reiznburse Bznployee for costs af, a hame computer,
software, faxfmodem, and cell phone requiretl for Employee to perfarm the job and to mainta.in
communication.
SecYion 9: Terrninatian
For the purpose of this agreement, terrnination shall occur when:
A. Employee is terminated for gaad cause. For purposes of this Agreernent the ferm "good cause" is
defined as Follows:
1. flny willful, knowing, grossly negligent, or negtigent breach, disregard or habitual neglect of an}r
provisions of this Agreement, or any willful, knowing, grpssly negligent, or negligent breach,
disregard or habituai negIect of ariy duty or abligation required to be performed by City Manager
under this Agreement or under the Charter, ordinances andJor 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, direck or indirect, by City
Manager of pubiic or other funds or other property, reals personal, or mixed, owned by or
entrusted to the Ci#y, any agency or corporation thereof, or the City Manager in his of~"icial
capacity.
B. The majority af the governing 6ody votes to termina#e the Employee at a duly authorzzed public
meeting.
C. If Employer, citizens, or the state icgistature acts to amend any provisions o£ the 1'exas Locat
Government Code or a future city charter pertaining to the role, pawers, duties, authority, responsibilities
of Employee's position that substantially changes tlie form of government, the Employee shall have the
right ta declare that such amendments constitute termination.
U. If Employer reduces the ba,se salary, compensation or any other $naixcial benefit af the Employee,
unless it is applied in no greater percentage than the average reduction af a11 department beads, such
action sha11 constitute a breach of this agreement and will be regarded as a ternunation.
E. If Empioyee resigns his employment with the City, in response to a resolution approved by a majority
of the entire City Councii requesting Employee's resignation, then Employee may declare a termination
as of the date of his signed letter of resignation..
F. Employer has eommitted a ma.terial breach of this Agreement and Employer has not cured the breach
within thirty (30) da.ys following receipt of written notioe of the breach delivered by Employee. Provided,
however, if said breach cannot be cured within said thirty (30) days, then Empiayer shall be allowec€ a
reasonable aniount of time ta cure sa:id breach_ Written notice of a breach of contract shall be provided in
accordance with the provisions of Sectian 17.
Section 10: Severance
Severance shall be paid to Employee when employment is terminated as defined in Section 9.
If Employee is terminated, Employer shali provide a minimum severance payment equal to ] 0 rnonths'
salary at the then current rate of pay. This severance sha11 be paid in a lump sum unless otherwise agreed
to by Employer and Employee. One year from the effective date of this agreement said pavment shall
increase to an amount equa.l to eleven rnonths' salary, and two years froni the effective date to twelve
months.
Employee shall aiso 6e compensated for a11 accrued sick leave, vacation time, a11 paid hoIidays, and
administrative l.eave, if any.
For a minimum period of 10 months following termination, Employer shall pay the cost to contirrue the
following benefits:
1. Health insurance for the employee and ail dependents as pravided in Sectian 4A;
2. Life insurance as provided in Section 4b:
3. Long-term disability as provided in Sectian 413;
4. Car aliowance; and
5. Any other avaiIable benefrts.
If Employee is terminated for gaod cause then Employer is not obligated ta pay severaxice under this
sectzon.
Section 11: Resignation
In th.e event that Etnpioyee voluntarily resigns his position with Emp3oyer, Employee shall pravide a
minimum af thirty (30) clays notice unless the parties agree othenvise. Emplayer is not obligated to pay
severance to Employee in the event Ernployee voluntarily resigns his employment with City.
Section 12: Performance Evaluation
Emplo,yer shail annually review tfie performance of Employee subject to a process, form, criteria, and
format for ttle evaluatian which shall be mutually agreed upan by Employer and Employee. The pracess
at a minimum shaIl include the opportunity for both parties to: 1} prepare a written evaluation, 2} nrteet
and discuss the evaluatian, and 3} present a written summary of the evaluation results. The final written
evaluation shouId be compieted and delivered to Employee within thiriy (30) days of the evaluatian
meeting.
Section 13: Hours of Wark
It is recognized that Employee must devate agreat deal of time outside nonnal office hours on business
for Employer, and to that end Eznplpyee shall be alio«=ed to establish an appropriate Nvork schedule.
Seckion 14: Outside Activities
The employrrtent pravided far by tbis Agzeement shall be Employee's sole employment. However,
recognizing that certain outside consulting or teaching opportunities provide indirect benefits to Employer
and the cammunity, Emplayee ma.y elect to accept limited teaching, consulting ar other busi►aess
oppoxtunities with the understanding that such arrangemants shall not constitute interference with ar a
conflict of interest with his respansrbi[itres under tbis Agreament.
Section 15: Indemnification
To the extent perrnitted by law, Employer shall defend, save harmless and indemnify Emgloyee against
any tort, professional liability claim or demand or other legal action, whether groundless or othenvise,
arising out of an alleged act ar oznission occnrring in the performance of Employee's duties as City
Manager or resulring from the exercise of judgment or discretion in connection with the performance of
program duties or responsibilities, unless the act or omission involved willful or wanton conduct.
Employee may request and Employer shall not unreasonably refuse to provide independent legal
representation at Employer's expense and Employer may not unreasonably withhald approval. Legal
representation, pzovided by Ernployer for Employee, shall eartend until a final determination of the legal
action includi.ug any appeais brought by either party. Employer shall indem.nify emplayee against an_y
and all Iosses, damages, judgments, interest, settiements, firtes, caurt costs and other reasonable casts and
expenses of Iegal proceedings including attorneys fees, and any other Iiabili#ies incurred by, impased
upon, or suffered by such Employee in connection with or resulting from an_y claim, actian, suit, or
proceeding, actuat ar threatened, arising out of or in connection with the perfarmance of his ar her duties.
Any settlement of any claim must be made with prior approval of Emplo-ver in order far indemnification,
as provided in this Section, to be available.
Employee recognizes t.hat Employer shall have the right to grasecute, compromise and/or settle any claim
or lawsuit involving Employee in his off"icial capacity and Employee sha11 have inpu# in the prosecution
or settlement of a claim, lawsuit ar settlement only if Employee was sued in his persanal capacity.
Further, Employer agrees to pay all reasonable litigution exgenses of Employee throughout the
pendency of any litigation to which Employee is a party, witness or advisor to Emgtoyer. Such
expense payments shalI continue beyond Employee's service to the Employer as lang as litigation is
pending. Further, Employer agrees to pay Employee reasonabie consulting fees and travet
expenses when Employee serves as a witness, advisor or consultant to Employer regarding pending
IitigatiQn.
Section 16: Other Terms and Conditions of Employment
Employer, anly upon agreement with Employee, shali fix any such ather terms and conditions of
empIayment, as it may determine from time to tame, relating ta the perforznance of the Employee,
provided such terms and conditions are nat inconsistent with or ui conflict Ncith the provisions of this
Agreement, the Teaas Local Government Code, the City of Paris Charter, or any other law.
Sectiori 17: Notices
Notice pursuant to this Agreement shall be given by depositing in the custody of the United States F'astal
Service, postage prepaid, addressed asfallows:
(1) EMPLOYER: Mayar, City of Paris, P.Q. Box 9437, Faris, Texas 7546I-9037, and an
additional copy addressed to City Clerk, City of Paris, Texas, PO Box 9037, Paris, Texas
75461-9037
(2) EMPL4YEE: John Godwin, 6613 Springmeadaw Lanc, Rawlett. TX 75089
Alternatively, notice required pursuant to this Agreement may be personally served in the sarne manner as
is applicable to civil judicial practice. Notice shall bc deemed given as of the date af persanal service or
as the date af deposit of such written notice in the course of transrnission in the Uruted States Postal
Service.
Section 1$: General Provisians
A. Primarv Residence in City af Paris. Employee agrees to establish and maintain his primary residence
in the city Iimits of the City of Paris during the term of this Agreement and any extensions or renewats
thereof.
B. Integration. This Agreemcnt sets forth and establishes the entire understanding between Employer and
Employee relating to the employment of Employee by E-mployer. Any prior discussions or
representations by or between the parties are merged into and rendered null and void by this Agreernent.
The parties by muttial w-ritten agreement may amend any provisian of this agreement during the life of the
agreement. Such amendments shall be incorporated and made a part of this Agreement.
C. Binding Effect. This Agreement shall be binding on Employer and Employee as well as their heirs,
assigns, executars, personal representatives and successors in interest.
D. Effectave Date. This Agreement shaU become effective on~ . 2012 and shall remain in
£ull force and effect far a period of three years.
E. Severability. The imvalidity or partial invalidity of any portion of this Agreement will not affect the
validity af any other pravisiou. In the event tliat any provision of this Agreement is held to be invalid, the
remaining pravisions shail be deemed to be in ftill force and effect as if they have been executed by both
parties subsequent to the eYpungement or judicial modification di the invalid provision.
F. Waiver. No waiver of any provisian hereaf or of any right or remedy hereunder shall be effecfiive
unless in writing and signed by the party against whom such waiver is soaght to be enfarced. Na delay in
exercising, no course in dealing with respect ta, ar no partial exercise of any right or remedy hereunder
shall constitute a waiver of any other right or remedy, ar future exercise thereof.
G. Governing I,aw & Venne. This Agreement shall be construed and enforced in accordance with the
laws af the State af Texas and this Agreement sha.tl be perfarmed in Paris, Lamar County, Teaas,
therefore any Iawsuits related to this Agreement shall be filed in Lamar County, Te,Kas if in 5taxe Court
and in the Eastern District of TeYas if filed in Federal Court.
IN WI'INESS WHEREOF, THE City and the Manager liave executed this Agreement as af the dates
indicated below.
By:
ATTEST:
S
gae Ellis, City Clerk
THE CITY UF PA►,RIS, TEXAS
AJ. Hashmh M.D:,
Date:
CITY MANAGER:
Ay, A ,
oh K. Gadwi
I?ate: O*( Qz1( 2,,,