UNPUBLISHED

UNITED STATES COURT OF APPEALS
               FOR THE FOURTH CIRCUIT


BUDDY R. CARTER, JR.; ROBERT H.      
ALBERS; ROBERT SHANE ALBERS;
GEORGE E. AYTES, JR.; REGINALD N.
BARNES; WALTER E. BARRINEAU;
HAROLD EDDIE BATH, JR.; HOWARD
BAZEMORE; THEODORE M. BENKE;
HARRY E. BRABHAM; JAMES
WOODROW BLUME; BOBBY BROWN;
RUFUS BROWN; JOHN R. CAMMER,
JR.; RONALD R. CAMPBELL; ARTHUR
CHRISTOPHER, JR.; MICHAEL L.
COFFEY; WILLIAM E. COLON, SR.;
BRIAN T. CONLEY; ROBERT DEAL;
MAGGI M. DELAMAIER; WILLIAM C.
DERRICK; JACK DETOUTNILLON; JAMES
A. DRAYTON; RONALD DROZE, SR.;
EUGENE ALLEN DUBOSE; JAMES              No. 00-2302
EAGLE; BLAKE M. FAGAN, JR.;
DWAYNE FELDER; MICHAEL FUSARI;
ELMORE GOODWIN, JR.; MILTON B.
GREEN; ANTHONY M. GREENE; JACK
GREENE; HARRY E. GRIFFIN; CHARLES
M. HAAS; MARK R. HAIGHT;
WILLIAM HAMILTON; RALEIGH B.
HAMMET; MICHAEL E. HANUSCIN;
RICHARD HARRISS; MARVIN D.
HERNDON; ROBERT W. HESS, SR.;
DAVID B. HOLMES, JR.; DAVID B.
HOLMES, SR.; TYRONE HOLMES; JOHN
HUTCHINSON; DALE P. JENKINS; DAVID
KINLOCH; MATTHEW KINSEY; BRYAN
E. KLESKIE; RICHARD L. KOGER;
                                     
2                      CARTER v. CITY OF CHARLESTON


M. TRAVIS LEE; CHARLES E. MACK;          
BRYAN S. MARKHAM; PHILIP C.
MCCLELLAN, JR.; ERNEST D.
MCELVEEN; AUGUST W. MEYER;
JAMES C. NEILSON; EMORY W. NIX;
ALFRED W. PARISH; KENNETH E. VAN
PATTON; JAMES C. PHILLIPS, JR.; JOHN
T. POSTON; ROGER L. PRITCHARD;
JOSEPH C. ROBERTS; ERIC ST. MARK
RUSSELL; PETER A. SALVO; MARK
SCHAPER; DANIEL G. SCHULKEN;
HERBERT J. SHIER; RONNIE SHIER;
JOSEPH SIMMONS; JOE SINGLETON;
DAVID E. SMITH; LOUIS MATTHEU
SMITH; DAVID B. SUGGS; WILLIAM L.
TAYLOR; ANTHONY A. VANDROSS;
JAMES S. VANSANT, JR.; HENRY
WASHINGTON; RICHARD L. WILLIAMS;
JERRY WINN; JOHN WINN; CHARLES           
WRIGHT; ROGER L. YON, SR.; HARRY
W. BEAN, III; MARK COLEMAN; W. J.
DOUAN; RAYMOND O. SIMMONS;
DARRELL I. SINGLETON, SR.; LEONARD
E. STUTTS, SR.; MAJOR A. HOLLINS;
THOMAS O. BUELL; DAVID E.
CROVETTI; WILLIAM JACKSON;
WILLIAM D. JOHNSON; WILLIAM H.
JONES; EDWARD W. MITCHELL;
WAYNE SCHOFIELD; WAYNE CALVIN
SMITH; GARY D. TAYLOR; THOMAS
WHALEY; TERRY L. WINN,
                 Plaintiffs-Appellees,
                  v.
CITY OF CHARLESTON, SOUTH
CAROLINA,
              Defendant-Appellant.
                                         
                     CARTER v. CITY OF CHARLESTON                       3
            Appeal from the United States District Court
          for the District of South Carolina, at Charleston.
                  David C. Norton, District Judge.
                          (CA-96-2508-2-18)

                         Argued: June 4, 2001

                         Decided: July 5, 2001

         Before WILKINS and MOTZ, Circuit Judges, and
       Irene M. KEELEY, Chief United States District Judge
             for the Northern District of West Virginia,
                       sitting by designation.



Affirmed by unpublished per curiam opinion.


                              COUNSEL

ARGUED: Allan Riley Holmes, GIBBS & HOLMES, Charleston,
South Carolina, for Appellant. Thomas Aquinas Woodley, WOOD-
LEY, GENSER & MCGILLIVARY, Washington, D.C., for Appel-
lees. ON BRIEF: William B. Regan, Frances I. Cantwell, REGAN,
CANTWELL & STENT, Charleston, South Carolina, for Appellant.
Douglas L. Steele, WOODLEY, GENSER & MCGILLIVARY,
Washington, D.C., for Appellees.



Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).


                               OPINION

PER CURIAM:

  The City of Charleston, South Carolina ("the City") appeals an
order of the district court holding it in contempt for violating a settle-
4                    CARTER v. CITY OF CHARLESTON
ment agreement with a group of fire fighters (collectively, "the Plain-
tiffs"). The City contends that its actions resulting in the contempt
finding were permissible under the agreement. We affirm.

                                     I.

   In 1996, the Plaintiffs sued the City, alleging violations of the Fair
Labor Standards Act ("FLSA"). Among other claims, the Plaintiffs
contended that the City had unlawfully classified fire department cap-
tains as exempt from FLSA requirements. After the district court
granted partial summary judgment in favor of the Plaintiffs, the par-
ties resolved the remaining issues through a settlement agreement
("the Agreement"). As is relevant here, the Agreement provided that
"[t]he positions of fire fighter, driver or engineer, and captain shall be
considered non-exempt under the FLSA."1 J.A. 176. The district court
approved this settlement and entered judgment accordingly on July 2,
1998.

   On March 22, 1999, the City revised its position descriptions and
reclassified all fire captains as exempt from FLSA requirements. The
Plaintiffs moved for contempt sanctions, alleging that this reclassifi-
cation violated the Agreement. The district court found the City in
contempt and ordered it to reinstate the fire captains’ non-exempt sta-
tus, compensate the fire captains for overtime payments that had been
denied since March 22, and pay the Plaintiffs’ attorneys’ fees and
costs. This appeal followed.2

                                     II.

  The central issue on appeal is whether the Agreement allows the
City to unilaterally modify its employment rules in a manner inconsis-
    1
    The Agreement covered the named Plaintiffs and did not apply to
future employees.
  2
    Although the order appealed from did not specify the amounts of back
pay, attorneys’ fees, and costs owed by the City, we may exercise juris-
diction in light of the parties’ stipulation at oral argument that these com-
putations are merely ministerial and will not result in another appeal. See
Apex Fountain Sales, Inc. v. Kleinfeld, 

, 935-36 (3d Cir.
1994).
                    CARTER v. CITY OF CHARLESTON                       5
tent with the Agreement. We hold that the City may not deviate from
the Agreement except with the consent of the Plaintiffs or through
action of the district court pursuant to Federal Rule of Civil Procedure
60(b).

   In interpreting a settlement agreement, we are "guided by general
rules of contract construction." Gilbert v. Monsanto Co., 

, 700 (8th Cir. 2000) (internal quotation marks omitted). Accord-
ingly, we "must first resort to the contract language to determine the
intention of the parties." FDIC v. Prince George Corp., 

,
1046 (4th Cir. 1995). We will consider extrinsic evidence of the par-
ties’ intent only if the contractual language and the canons of interpre-
tation yield an ambiguous result. See 

it unnecessary to look beyond the plain language of
the Agreement. The Agreement expressly provides that the "posi-
tion[ ] of . . . captain shall be considered non-exempt under the
FLSA." J.A. 176. Thus, classifying fire captains as FLSA-exempt
contravenes the Agreement.

   The City contends, however, that the Agreement authorizes it to
revise its employment policies, essentially without limitation. In so
arguing, the City relies on the common law principle that contracts of
indefinite duration are terminable at will. See Ctr. State Farms v.
Campbell Soup Co., 

, 1032 (4th Cir. 1995) (per curiam);

Circuit Judge, dissenting) (collecting cases).
As the district court noted, however, it would be inequitable to allow
the City to invoke this principle because the Plaintiffs have no power
to terminate the Agreement; and, when the Plaintiffs entered into the
Agreement they irrevocably forfeited substantial claims.

   More importantly, the language of the Agreement prevents the City
from withdrawing at will. The Agreement provides that the district
court "will retain jurisdiction for the purpose of enforcing compli-
ance," J.A. 178, thereby ceding power over amendments and termina-
tions to the district court. This is consistent with the nature of the
Agreement. By submitting to the continuing jurisdiction of the district
court, the parties implicitly accepted the ordinary rules governing set-
tlement agreements and consent decrees. Under these rules, a party
wishing to modify the terms of an agreement must apply to the district
6                   CARTER v. CITY OF CHARLESTON
court pursuant to Fed. R. Civ. P. 60(b). The district court, in turn,
enjoys broad discretion to determine whether the proposed modifica-
tion is warranted. See Boyd v. Bulala, 

, 768-69 (4th Cir.
1990) (per curiam). Under the Agreement, these procedures must be
followed in order for the City to modify its classification of the fire
captains.3

                                  III.

  Because the City violated the Agreement by reclassifying the fire
captains without approval from the district court, the district court
properly held the City in contempt. Accordingly, we affirm.

                                                            AFFIRMED
    3
   The City offers two additional arguments in support of its interpreta-
tion of the Agreement. The first argument rests on a provision of the
Agreement that reserves to each party "in the future[ ] their respective
rights, protection and entitlements provided by the FLSA, Department of
Labor regulations and the law of South Carolina." J.A. 177. The City’s
second argument relies on a provision of South Carolina law relating to
contracts with local governments. We have carefully examined each of
these arguments, and we find neither of them persuasive.