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
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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,
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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
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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
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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
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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
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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)
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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
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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
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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
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Michael A Conduff, City M r
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