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2001-152S\Our Dwwmu\0rdinmm\01lconduff ugmn tdw ORDINANCE NO l' AN ORDINANCE APPROVING AN EMPLOYMENT AGREEMENT AND AUTHORIZING THE MAYOR TO EXECUTE THIS AGREEMENT EMPLOYING MICHAEL A CONDUFF AS CITY MANAGER OF THE CITY OF DENTON, TEXAS SETTING THE COMPENSATION AND TERMS OF THAT EMPLOYMENT, RATIFYING PRIOR ACTIONS, AND PROVIDING AN EFFECTIVE DATE THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 That the City Council hereby approves an Employment Agreement employing Michael A Conduff as City Manager and authorizes the Mayor, or in her absence the Mayor Pro Tern, to execute this Employment Agreement setting the terms of employment, compensation, and duties of the City Manager SECTION 2 That the City Council hereby ratifies and approves all actions of the Mayor, the City Attorney, and other officials and employees of the City in negotiating said Agreement SECTION 3 That the expenditures and all other actions set forth in the Agreement are hereby authorized and approved SECTION 4 That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this theJ/d day of 2001 EULINE BROCK, MAYOR ATTEST, JENNIFER WALTERS, CITY SECRETARY BY (~Akk~ APPR VED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY 0? fA4 S Qur 4[umapb\COnvazvwl\COnduRCmploymrnl AWeinent doe STATE OF TEXAS § COUNTY OF DENTON § Employment Agreement This Agreement, made and entered into this 27th day of March, 2001 by and between the City of Denton, Texas, a Texas municipal corporation, hereinafter called "Employer", as party of the first part, and Michael A Conduff, hereinafter called "Employee", as party of the second part, both of whom understand as follows Wrtnesseth Whereas, Employer desires to employ the services of said Michael A Conduff as City Manager of the City of Denton, and Whereas, it is the desire of Employer to (1) secure and retain the services of Employee and to provide inducement for him to remain in such employment, (2) to make possible full work productivity by assuring Employee's morale and peace of mind with respect to future security, and (3) to act as a deterrent against malfeasance or dishonesty for personal gain on the part of the Employee, and Whereas, Employee desires to accept employment as City Manager of said City of Denton, Texas, and Whereas, the parties acknowledge that Employee is a member of the International City/County Management (ICMA) and that Employee is subject to the ICMA Code of Ethics, Now, Therefore, in consideration of the mutual covenants herein contained, the parties agree as follows SECTION 1 DUTIES Employer hereby engages the employment services of Michael A Conduff as City Manager of said Employer to perform the functions and duties specified by the Denton City Charter, the City Code, the laws of the State of Texas, and all other applicable laws, and to perform other legally permissible and proper duties and functions as Employer shall from time to time assign, including without limitation those described in Exhibit "A" - Job Description SECTION 2 TERM A. Nothing in this agreement shall prevent, limit or otherwise interfere with the right of Employer to terminate the services of Employee at any time, 1 S\ oro umod4\ConoeeoeA01\Condurtemy1oWono nsmen¢nl doe subject only to the provisions set forth in Section 4, paragraphs A and B of this agreement B Nothing in this agreement shall prevent, limit or otherwise interfere with the right of the Employee to resign at any time from his position with the Employer, subject only to the provision set forth in Section 4, paragraph C, of this agreement C Employee shall assume the duties of City Manager on Monday, May 14, 2001, and agrees to remain in the exclusive employ of Employer until January 1, 2004, and neither to accept other employment nor to become employed by any other employer until said termination date, unless said termination date is affected as hereinafter provided (The term "employed" shall not be construed to include occasional teaching, writing, or consulting performed on Employee's time off ) D In the event written notice is not given by either party to this agreement to the other sixty (60) days before the end of the termination date as hereinabove provided, this agreement shall be extended on the same terms and conditions as herein provided, all for an additional period of one year This Agreement shall continue thereafter for additional one-year periods unless either party hereto gives sixty (60) days notice to the other party that the party does not wish to extend this agreement for an additional one-year term The effect of this section is that unless sixty (60) days notice is given prior to January 1, 2004, the agreement will automatically extend to January 1, 2005 on January 1, 2004 SECTION 3 SUSPENSION/REMOVAL Employer may suspend or remove the Employee with or without full pay and benefits at any time during the term of this Agreement, but only if, 1 Employer and Employee agree, or 2 At least thirty (30) days before the suspension or removal shall become effective, the City Council shall by a majority vote of its members adopt a preliminary resolution stating the reasons for his removal Employee may reply in writing and may require a hearing at a public meeting of the Council, which shall be held not earlier than twenty (20) days nor later than thirty (30) days after the filing of such request The hearing may be held in executive session, at the option of the Council, unless Employee requests the hearing be held in open session in accordance with Tex Loc Gov't Code §551074 Pending such hearing, the Council may suspend 2 S WurO uMMUl lnculUll lWaffP PWy Cnl AS Mcnltl Employee from duty, but may not suspend or reduce his salary After such hearing or public hearing, if one be requested, and after full consideration, the Council by majority vote may adopt a final resolution of removal or suspension SECTION 4 SEPARATION AND SEVERANCE PAY A Employee serves at the will and pleasure of the City Council In the event of his involuntary separation as City Manager, he shall be entitled to receive a lump sum payment equal to six months aggregated salary, provided, however, that in the event of his termination because of his conviction for any offense involving moral turpitude or an illegal act involving personal gain to him, or as provided in Section 87 013 of the Local Government Code any act of incompetency, official misconduct, or intoxication on or off duty caused by drinking an alcoholic beverage, then, in those events, the City shall have no obligation to pay the aggregate severance sum designated herein B Involuntary separation as used in this paragraph means (1) his discharge or dismissal by the City Council, or (2) his resignation following a reduction in salary or other financial benefits of Employee in a greater percentage than an applicable across-the-board reduction for all City employees, or (3) in the event the City refuses, following a written notice, to comply with any other provision benefiting Employee herein, or (4) in the event Employer refuses, following written notice, to comply with any other provision benefiting Employee herein, or Employee resigns following an indication by a majority of a quorum of the Council that they desire him to resign Then, in the event of one of the occurrences listed above, Employee may, at his option, be deemed "terminated" at the date of such reduction in pay or Employer's refusal to comply within the meaning of the context of the severance pay provision C In the event Employee voluntarily resigns his position with Employer before expiration of the aforesaid term of his employment, then Employee shall give Employer three (3) months notice in advance, unless the parties otherwise agree SECTION 5 SALARY A Employer agrees to pay Employee for his services rendered pursuant hereto an annual base salary of $155,000, payable in installments at the same time as other employees of the Employer are paid Except as changed hereby, all provision of the City Charter, City Code, and Rules and Regulations of the City adopted by the City Council relating to vacation and sick leave, retirement and pension system contribution, holidays, and other fringe benefits and working conditions as they now 3 S wu,D .mmUl nnebWMWuRP pWy ant ApWnlEnld exist or hereafter may be amended, shall apply to Employee as they would to other employees of the City, which benefits include health insurance, long-term disability insurance, retirement under the Texas Municipal Retirement System, and other benefits as provided to other Council appointees of the City B In addition, Employer agrees to increase said base salary and/or other benefits of Employee in such amounts and to such extent as the Council may determine within the approved budget that it is desirable to do so on the basis of an annual performance review of said Employee made at the same time as similar consideration is given other Council appointees SECTION 6 PERFORMANCE EVALUATION A The Council shall review and evaluate the performance of the Employee at least once annually during the time set aside each year for the performance review of other Council appointees Said review and evaluation shall be in accordance with specific criteria developed jointly by Employee and Employer Said criteria may be added to or deleted from as the Council and Employee shall agree B Annually, the Council and Employee shall define such goals and performance objectives which they determine necessary for the proper operation of the City of Denton, Texas, and in the attainment of the Council's policy objectives and shall further establish a relative priority among those various goals and objectives C In effecting the provision of this Section, the Council and the Employee mutually agree to abide by the provisions of applicable law SECTION 7 HOURS OF WORK It is recognized by both employer and Employee that the duties of City Manager require a great deal of time outside of normal office hours It is also recognized by the parties that Employee is required to devote the amount of time and energy necessary to carry out those duties with the highest amount of professionalism possible That being the case, the parties recognize that Employee may choose to take personal time off during business hours when it is appropriate and when his duties allow Although this personal time off is not considered vacation, neither is it to be considered as compensatory time for time spent by Employee in carrying out his duties outside of normal office hours, as the parties agree that the Employee must devote the amount of time necessary to fulfill those duties The Council will consider the Employee's use of personal time off during the performance evaluation 4 8~ ur Daumenm~ConvxuW1~CaMUR0mploymrn, ABmeinenl Gop SECTION 8 OUTSIDE ACTIVITES Employee is entitled to devote whatever amount of time he feels is appropriate under the circumstances to the pursuit of teaching, counseling, consulting, writing or other non-employer connected business outside of normal business hours of the Employer, provided that this does not conflict or interfere with his duties as City Manager Employee shall not engage in any such activity during the first year of employment, or following the first year, except while on vacation, without the prior approval of the Mayor SECTION 9 MOVING EXPENSES Employee shall be reimbursed, or Employer may pay directly, for the full expenses of packing, and moving Employee, his family and his personal property from Bryan, Texas to Denton, Texas which shall include unpacking, any storage costs necessary, and full insurance charges Employee shall provide receipts and/or other documentation of such moving expenses before being reimbursed actual costs of such moving expenses Employee shall obtain three bids from moving companies Employer shall pay Employee's moving expenses based on an amount not to exceed the lowest bid Further, Employer shall provide a moving expense allowance Such allowance shall pay for the actual cost (not to exceed $2,500) for such activities as house hunting trips prior to actually locating in community SECTION 10 AUTOMOBILE The Employee is required to be on call for twenty-four (24) hour service, so therefore, must have access to a vehicle for City business Employer shall grant to the Employee a car allowance of $700 per month for providing such vehicle The Employee shall be responsible for the purchase, maintenance, insurance, taxes, etc for said vehicle The monthly allowance will be considered for increase during the performance evaluation process The Employer also agrees to reimburse Employee for mileage for out-of-county travel associated with City business at the current IRS rate for mileage reimbursement (currently 34 5 cents per mile ) The Employee shall provide a full-size automobile or equivalent that will be maintained in an appropriate manner and replaced frequently enough to maintain suitable appearance for the City SECTION 11 VACATION AND SICK LEAVE A As an inducement to Employee for him to become City Manager, Employee shall be credited upon his first day of work with seventeen (17) days of annual vacation, and shall be allowed to take said vacation anytime during his employment Employee shall also accrue seventeen (17) days of vacation annually, with such accrual rate considered for increase during the annual performance evaluation The intention of the S w., oocwi<vu~COnvuuwi~COnaurteuv~oymm~ naunnem 4w preceding is so that at the end of the first year, if Employee takes no vacation, Employee would be eligible for a total of 34 days to carry forward B As an inducement to Employee for him to become City Manager, Employee shall be credited with fifteen (15) days of sick leave, and shall be able to take said sick leave anytime during his employment Employee shall also accrue fifteen (15) days of sick leave annually, with such accrual rate considered for increase during the annual performance evaluation The intention of the preceding is so that at the end of the first year, if Employee takes no sick leave, employee would be eligible for a total of 30 days of sick leave to carry forward C Employee shall be entitled to accrue unlimited amounts of both unused vacation and sick leave Employee shall be entitled to payment up to and not exceeding 320 hours or the current accrual limit for other employees for accrued vacation and twenty-five (25) percent of his accrued sick leave upon leaving his employment with Employer SECTION 12 INSURANCE Employer agrees to pay for health insurance, life insurance, accidental death and dismemberment insurance, long-term and short-term disability insurance, as provided to other Council appointees of the City with the sole exception that Employer agrees to pay the required premium for full family coverage for health insurance and for additional term life insurance for Employee, providing coverage for two times Employee's base salary not to exceed $300,000 and in accordance with the life insurance benefits provided Employer's other executive-level ap- pointees The coverage shall be in full force and effect immediately upon hiring, including no waiting period for pre-existing conditions Employer further agrees to coordinate its insurance plan with Employee's current insurance plan and coverage, with the intent that no exclusion, hiatus, or break in coverage in health, disability, or life insurance coverage occurs for Employee and Employee's family SECTION 13 ICMA RECOGNIZED Employer agrees that, if it is not currently a governmental entity that qualifies for recognition by the International City/County Management Association that it will take all necessary steps to become so recognized as soon as reasonably possible SECTION 14 ANNUAL PHYSICAL EXAM Employer agrees to pay all necessary costs for Employee to obtain a complete physical examination on an annual basis up to maximum of Five Hundred ($500) 6 5~ urn umanle\COnMWWi~ naurt0inploMMe Ag Iaent do dollars Such exam shall include, as a minimum, a stress test, heart evaluation, and blood work SECTION 15 RETIREMENT A Employer agrees to execute all necessary agreements provided by the International City/County Management Association - Retirement Corporation (ICMA-RC) for Employee's continued participation in said ICMA-RC retirement plans Employer further agrees to contribute $8,500 annually to ICMA-RC's 457 plan, and 3% of Employee's annual base salary to ICMA-RC's 401A plan All sums contributed to said plans shall be in addition to Employee's base salary Employer also agrees to allow Employee to contribute whatever portion of his base salary he may deem appropriate to said plan, including "catch-up" provisions B Employer agrees to pay the percentage of the cost of Employee's participation in the TMRS retirement program, in accordance with Employer's current policy for other executive-level employees C If the Employee retires pursuant to a qualified retirement plan, or is permanently disabled during the term of this Agreement, the Employee shall be compensated for sick leave, vacation leave, holidays, and other benefits then accrued or credited to the Employee in accordance with Employer's current policies for compensation for these benefits, and, at the Employee's option, shall be permitted to continue to participate in the City's health insurance plan on the same basis as other retirees from the City are permitted to do so, or, if such other retirees are not permitted to do so, at the cost of the Employee SECTION 16 TEMPORARY HOUSING Employer agrees to pay a monthly cost of temporary housing for Employee for up to six (6) months for such period as it may require for Employee to relocate to Denton, Texas or until Employee's house in Bryan is closed, whichever event first occurs The monthly cost of temporary housing shall not exceed $1,250 per month SECTION 17 DUES, MEMBERSHIPS AND SUBSCRIPTIONS A Employer agrees to budget and to pay for the professional dues, memberships and subscriptions of Employee necessary for his continuation of full participation in national, regional, state and local associations and organizations necessary and desirable for his continued professional participation, growth and advancement as City Manager, and for the good of the Employer 7 3 bur OxumdlY~Cwiue[IMI~CaMUR&PP~%mem Agmemml tloc B Employer agrees to pay Employee's annual dues and full expenses to one service organization that Employee is a member of Service Organization shall be an organization similar to Rotary, Lions Club, or Kiwams SECTION 18 PROFESSIONAL DEVELOPMENT A Employer hereby agrees to budget for and to pay the full travel, participation, and subsistence expenses of Employee for professional and official travel, meetings and occasions adequate to continue the professional development of Employee, and to adequately pursue necessary official and other functions for Employer, including but not limited to the Annual Conference of the International City/County Management Association, any Texas Association of City Management meetings, and other such national, regional, state and local groups and committees thereof which Employee serves as a member B Employer recognizes that Employee is a State Officer in the Texas Association of City Management, and will have duties, including statewide travel, associated with said office Employer agrees to pay for said travel in accordance with Section 18, paragraph A C Employer also agrees to budget and to pay for the full travel, participation and subsistence expenses of Employee for short courses, institutes and seminars that are necessary, in the Employee's opinion, for his professional development and for the good of the Employer SECTION 19 GENERAL EXPENSES Employer recognizes that certain expenses of a nonpersonal and fob affiliated nature are incurred by Employee, and hereby agrees to reimburse or to pay said expenses upon receipt of duly executed expense or petty cash vouchers, receipts, statements or personal affidavits SECTION 20 INDEMNIFICATION Employer shall indemnify and pay actual damages, court costs, and reasonable attorney's fees, excluding punitive damages, awarded against Employee to the extent such damages are not covered under an insurance contract or self- insurance program of the City authorized by statute, for damages resulting from an act or omission of Employee in acting in the course or scope of his employment for Employer, and which arise from a cause of action for negligence in accordance with Employer's indemnity ordinance, Chapter 2, Article VII of the City Code 8 S W ,DOrumrnu~COnuxW0l~CmWUROinployniem Agmmnrnl 40, SECTION 21 BONDING Employer shall bear the full cost of any fidelity or other bonds required of the Employee under any law or ordinance SECTION 22 OTHER TERMS AND CONDITIONS OF EMPLOYMENT A The Council, in consultation with the Employee, shall fix any such other terms and condition of employment as it may determine from time to time, relating to the performance of Employee, provided such terms and conditions are not inconsistent with or in conflict with the provisions of the agreement, the City Charter or any other law, and are memorialized by a written amendment to this Agreement B All provisions of the City Charter and Code, and regulations and rules of the Employer relating to vacation and sick leave, retirement and pension system contributions, holiday, and other fringe benefits and working conditions as they now exist or hereafter may be amended, also shall apply to Employee as they would to other employees of the Employer in addition to said benefits enumerated specifically for the benefit of Employee except as herein otherwise provided SECTION 23 NO REDUCTION OF BENEFITS Employer shall not at any time during the term of this agreement reduce the salary, compensation, or other financial benefits of Employee, except to the degree of such reduction across-the-board for all management employees of the employer SECTION 24 GENERAL PROVISIONS A, The text herein shall constitute the entire agreement between the parties B This agreement shall be binding upon and inure to the benefit of the heirs at law and executors of Employee C If any provision, or any portion, thereof, contained in this agreement is held unconstitutional, invalid, or unenforceable, the remainder of this agreement, or portion thereof, shall be deemed several, shall not be affected and shall remain in force and effect D The venue of any litigation involving this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas FROM OnTarget USA SECTION 25 FAX NO 409 776 3634 Mar 24 2001 09 38AM P4 APPROPRIATIONS The Employer has appropriated, set aside and encumbered, and does hereby appropriate, set aside, and encumber available and unappropriated funds of the City in an amount sufficient to fund and pay all financial obligations of the City pursuant to this Agreement, including, but not limited to the severance pay, salary and benefits set forth and described herein IN WITNESS WHEREOF, the Mayor as duly authorized by the City Council and on behalf of the City of Denton, has signed and executed this agreement and the Employee has signed and executed this agreement, both In duplicate, the day and year trot above written A est ty Sec ry Approved as to form City Attorney By p Euline Brock, Mayor BY r Michael A Conduff, City M r aoxoe emaw&walew%condwEm"memAwe wqo= to