City Attorney Opinion 6-8-2001ity} ofDENTON
MEMORANDUM
TO:Michael A. Conduff, City Manager
FROM:
SUBJECT:
Herbert L. Prouty, City Attorney
City Attorney Opinion No. 01-05; City Manager Authority to Delegate SignatoryAuthority
DATE:June 8, 2001
Facts: You have asked whether and under what circumstances you can delegate the signing of
various types of contracts and other documents to assistant city managers and other designees.
You have provided a list of documents that you would like to be able to delegate signatory
authority to a subordinate.
Issue: When may the City Manager delegate signatory authority on various documents?
Legal Reasoning: The City Council may delegate to the City Manager additional powers and
duties that in its judgment are proper for the efficient administration of City affairs. Tex. Loc.
Gov’t Code §252.048 states that a governing body may grant authority to an administrative
official to approve change orders involving an increase or decrease of $25,000 or less. Pursuant
to Ordinance No. 97-231, passed by the City Council on August 19, 1997, the City Manager orthe Deputy City Manager is authorized to approve contracts and change orders involving
$25,000 or less or an increase or decrease in contract amount of $25,000 or less. This ordinance
also authorizes the City Manager or Deputy City Manager to settle and resolve claims in the
amount of $25,000 or less. Sections 10-33 and 10-37 of the Code of Ordinances (the “Code“)
authorize the City Manager to approve personal services contracts and change orders up to
$15,000. Ordinance No. 97-231, the most recent ordinance, increases and expands this authority
to $25,000. Additionally, the Contracting for Services and Material Policy, Policy #407.04
authorizes the City Manager or his designee to approve agreements under $3,000. Section 5.03
of the City Charter provides that the City Manager is the chief executive officer responsible for
the proper administration of all of the affairs of the City. Section 2.08 of the Charter delineates
the powers of the City Council and allows for the Council to adopt ordinances and exercise the
powers of local self-government. The Denton City Council has the powers to adopt ordinances
delegating the authority to sign contracts or settle claims.
Section 8.07 of the Charter and the Budget Amendment and Modification Policy, Policy #402.06
authorizes the City Manager to authorize budget transfers.
Under the Disciplinary Action Policy, Policy #109.01, department directors may approve
dismissals. However, if the dismissal deviates from the procedures set forth in this policy, the
“Deciicateci to Quality Service
www.cityoftienton.com
Michael A. Conduff, City ManagerJune 8, 2001
Page 2
City Manager must approve the dismissal, i.e., at-will terminations. Chapter 143 of the Local
Government Code controls most civil service matters. Sections 143.117 through 143.119 control
disciplinary suspensions, indefinite suspensions, and terminations. The civil service law requires
all suspensions of civil services employees – firefighters and police officers – to be in the form
of a written statement filed by the fire chief or police chief (department head) within 120 hours
after the firefighter or police officer is notified of the suspension or termination.
Grant applications are controlled by the federal or state regulations which apply. Many grantapplications require the chief executive officer of the City – Mayor or City Manager – to sign.
Other types of contracts, development, real estate, personal services, etc. usually require either
the Mayor or City Manager to execute the contracts. But, high-level municipal executive
officers, possibly deputy or assistant city managers, may be authorized to bind the City. We can
provide more discretion in your delegation authority by providing for the contract to be signed
by either the “City Manager or his designee” in ordinances where we have the ability to so
delegate. The City Charter requires all actions regarding expenditures of fbnds to be approvedby ordinance.1 Accordingly, all contracts calling for expenditures in excess of $25,000 are
approved by ordinance. All expenditures less than $25,000 have been authorized by Ordinance
No. 97-231 and §10-37 of the Code.
The final legal concern raised by your question is and how much municipal signatory authority
can be delegated. Due to legal and political considerations, there will always be certaindocuments and contracts, such as grant applications, that will require the Mayor’s or City
Manager’s signature. Section 1-2 of the Code states that whenever a provision of the Code
requires or authorizes an officer or employee of the City to do some act or perform some duty, it
shall be construed to authorize the officer or employee to designate, delegate, and authorize
subordinates to perform the act or duty, unless the terms or the provisions designate otherwise.
Another provision of the Charter that is important is that all contracts are required to be approved
by the City Attorney.2 The general rule is that contracts are not binding on the City unless the
City Council has authorized the subordinate employee or officer to execute the contract, or the
signing of the contract was done with the City Council’s knowledge and was so closely related to
the will of the City Council that the signing constituted an act of the Council.3 The Council may
expressly delegate duties such as the signing of contracts to subordinate officers and
departments, and in some cases the delegation may be implied.4 Generally, the City Council can
delegate most duties unless they are unable to delegate them by law.’
Finally, it appears from the legal research I have done that you have more power to delegate
responsibilities to an officer than an employee, especially if that person is deputized. Generally
speaking, a deputy has the authority to exercise any of the rights which the officer possesses.6
Denton used to have a deputy city manager who was referenced in Ordinance No. 97-23 1 as
having the same authority as the City Manager on contractual matters.
1 §2.09(a), City Charter
2 §6.02, City Charter3 Tex. Att’y Gen. Op. JC-0154 (Dec. 8, 1999)
4 McQuilhn Mun. Corp. §12.39 (3rd Ed)5 §12.38, City Charter
6 §12.33, City Charter
Michael A. Conduff, City ManagerJune 8, 2001
Page 3
Conclusion and Recommendations:
1. You and probably any of the four assistant city managers have the authority to sign contracts
in the amount of $25,000 and less. Since Ordinance No. 97-231 refers to a deputy city
manager, you may want to consider appointing one or more of your assistant city managers
as deputy city managers. I also recommend codifying Ordinance No. 97-23 1.
2.After Council approval of an ordinance authorizing you to sign contracts over $25,000 (this
includes releases of lien), the Code allows you to delegate this responsibility to a designee.This could also be expressed in the ordinance approving the contract. Although the Code
does not limit the persons you can designate, I would recommend you limit your signatoriesto deputy or assistant city managers and not make any delegation below the director level.
This could be accomplished by a simple delegation of authority memo.
3. There are certain contracts, like grant applications, certain interlocal contracts, and highly
significant contracts, where, due to legal requirements or political or practical considerations,
either the City Manager or the Mayor will be required to sign or will want to sign.
4.Civil service terminations are required to be signed by either the fire chief or the police chief,
subject to action by the Civil Service Commission. You or any person at the director level or
above can sign a dismissal of a non-civil service employee. If the dismissal deviates from
the Disciplinary Action Policy, I recommend that either your or an assistant city manager or
deputy city manager not involved in the decision to terminate sign the dismissal form.
5. 1 believe you or any assistant or deputy city manager may sign budget transfers, subject to anappropriate delegation of signatory authority memo.
If you have any questions, please feel free to give me a call.
Herbert L. Prouty
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