Negotiating City/County Manager Employment Contracts, Part One
The views expressed are those of the author and do not necessarily reflect the views of ASPA as an organization.
James Bourey
April 11, 2022
So, you landed your dream job, or at least the city or county manager’s position that you really wanted. After the council votes for you to be their person, the next order of business is to negotiate an employment agreement. While you want to get the best contract terms the council is willing to give, you also want to keep the positive feeling going between you and the council. So, how should you go about this sensitive task and what are some of the most important things that you should consider? This is the first part of a two part column that will provide some practical guidance for navigating through this process. I covered this in more detail in my first book, A Journey of Challenge, Commitment and Reward; Tales of a City/County Manager. The practical advice offered in the book and this article is based on 45 years of experience as a city and county manager, consultant (including executive search work) and author.
This process can potentially be filled with less drama if there is a professional search firm engaged in the process. A professional can advise the council on the customary provisions of a contract and provide information about the market ranges for salary and benefits. The coaching they typically provide for the council often takes some of the politics out of the process.
Prior to being successfully selected for a position, it is important to have decided if you will want to consult an attorney during the negotiation process. While employing an attorney can help people inexperienced in the process sort through all the issues, there is a potential downside to using one. There is a chance that some council members could get the impression that you did not necessarily trust them in the negotiation. I never used an attorney to assist in contract negotiation. Once, I used an attorney to represent me in negotiating a separation agreement but have also done that on my own. My advice is to only use an attorney when you are not comfortable with handling all the legal issues yourself.
The overall structure of employment agreements can vary significantly. For years, the International City/County Management Association (ICMA) has had a model employment agreement which could be used as a starting point. Many years ago, I helped draft an earlier version of the model agreement. Using such a model has the advantage of coming from an independent, accepted authority. Unfortunately, the ICMA model agreement has become so complex, with many alternatives, that it is not as easy to use as a base document. If the city or county has had previous contracts, it is likely that the council will want to use that for the general structure of the agreement and mirror most of its provisions. If the agreement is reasonable, it will be a great starting point. Otherwise, you may want to see if they would consider something closer to the ICMA model.
Councils and the media seem to frequently get hung up on the length of term of the contract. I have always thought this was more about perception than reality, since virtually every contract says that the council can fire the manager at any time. Because of this provision, I have always been able to convince the council to have an unlimited term. This does have an advantage that the council does not need to affirmatively vote to renew the contract. Additionally, if a term ends without some provision for meeting the severance payout, it is an unacceptable arrangement.
There are many ways to ensure that you have time to look for a new position. This could include requiring an advance notice of intent not to renew or simply requiring severance to be paid at the end of the contract if it is not renewed.
Not having a reasonable severance provision in an agreement has always been a deal breaker for me. The public process for selecting managers takes quite a bit of time and often seems somewhat fickle. I have applied for positions for which I am very well qualified and not received a second look, while I have received great consideration for other positions that may have been a stretch. One needs to plan on it taking substantial time to find another position if you are forced out. I have always pushed for a year of severance but have had to settle for six months in many instances. By and large, councils seem to be less willing to grant up to a year than in the past. Any severance provision needs to include that it will be paid upon removal by the council removal or a resignation at the request of the council. Strict attention also needs to be paid to clauses which allow a termination “for cause.” This generally includes some sort of “moral turpitude” clause. Beware of overly strict provisions that include misdemeanors.
Part two, which will appear in the May 16th edition of PA TIMES, will cover the most important specific contractual terms.
Author: James Bourey served local government for 37 years, including as a city and county manager and regional council executive director. He also worked as a consultant to local government for another six years. He is the author of numerous professional articles as well as the books, A Journey of Challenge, Commitment and Reward; Tales of a City/County Manager and A Guidebook for City and County Managers: Meeting Today’s Challenges.
(No Ratings Yet)
Loading...
Negotiating City/County Manager Employment Contracts, Part One
The views expressed are those of the author and do not necessarily reflect the views of ASPA as an organization.
James Bourey
April 11, 2022
So, you landed your dream job, or at least the city or county manager’s position that you really wanted. After the council votes for you to be their person, the next order of business is to negotiate an employment agreement. While you want to get the best contract terms the council is willing to give, you also want to keep the positive feeling going between you and the council. So, how should you go about this sensitive task and what are some of the most important things that you should consider? This is the first part of a two part column that will provide some practical guidance for navigating through this process. I covered this in more detail in my first book, A Journey of Challenge, Commitment and Reward; Tales of a City/County Manager. The practical advice offered in the book and this article is based on 45 years of experience as a city and county manager, consultant (including executive search work) and author.
This process can potentially be filled with less drama if there is a professional search firm engaged in the process. A professional can advise the council on the customary provisions of a contract and provide information about the market ranges for salary and benefits. The coaching they typically provide for the council often takes some of the politics out of the process.
Prior to being successfully selected for a position, it is important to have decided if you will want to consult an attorney during the negotiation process. While employing an attorney can help people inexperienced in the process sort through all the issues, there is a potential downside to using one. There is a chance that some council members could get the impression that you did not necessarily trust them in the negotiation. I never used an attorney to assist in contract negotiation. Once, I used an attorney to represent me in negotiating a separation agreement but have also done that on my own. My advice is to only use an attorney when you are not comfortable with handling all the legal issues yourself.
The overall structure of employment agreements can vary significantly. For years, the International City/County Management Association (ICMA) has had a model employment agreement which could be used as a starting point. Many years ago, I helped draft an earlier version of the model agreement. Using such a model has the advantage of coming from an independent, accepted authority. Unfortunately, the ICMA model agreement has become so complex, with many alternatives, that it is not as easy to use as a base document. If the city or county has had previous contracts, it is likely that the council will want to use that for the general structure of the agreement and mirror most of its provisions. If the agreement is reasonable, it will be a great starting point. Otherwise, you may want to see if they would consider something closer to the ICMA model.
Councils and the media seem to frequently get hung up on the length of term of the contract. I have always thought this was more about perception than reality, since virtually every contract says that the council can fire the manager at any time. Because of this provision, I have always been able to convince the council to have an unlimited term. This does have an advantage that the council does not need to affirmatively vote to renew the contract. Additionally, if a term ends without some provision for meeting the severance payout, it is an unacceptable arrangement.
There are many ways to ensure that you have time to look for a new position. This could include requiring an advance notice of intent not to renew or simply requiring severance to be paid at the end of the contract if it is not renewed.
Not having a reasonable severance provision in an agreement has always been a deal breaker for me. The public process for selecting managers takes quite a bit of time and often seems somewhat fickle. I have applied for positions for which I am very well qualified and not received a second look, while I have received great consideration for other positions that may have been a stretch. One needs to plan on it taking substantial time to find another position if you are forced out. I have always pushed for a year of severance but have had to settle for six months in many instances. By and large, councils seem to be less willing to grant up to a year than in the past. Any severance provision needs to include that it will be paid upon removal by the council removal or a resignation at the request of the council. Strict attention also needs to be paid to clauses which allow a termination “for cause.” This generally includes some sort of “moral turpitude” clause. Beware of overly strict provisions that include misdemeanors.
Part two, which will appear in the May 16th edition of PA TIMES, will cover the most important specific contractual terms.
Author: James Bourey served local government for 37 years, including as a city and county manager and regional council executive director. He also worked as a consultant to local government for another six years. He is the author of numerous professional articles as well as the books, A Journey of Challenge, Commitment and Reward; Tales of a City/County Manager and A Guidebook for City and County Managers: Meeting Today’s Challenges.
Follow Us!