City Council - Special Meeting

A call to order the meeting of the Wilsville City Council for March 12th, 2026 at 4 pm. So, city recorder, please call the role. Here. Uh, council president Barry here. Councelor Chevlin here. Councelor Cunningham here. Councelor Skull

here. Okay. Please stand and join us for the pledge of allegiance. I aliance to the flag of America and to the republic for which it stands. One nation under God, indivisible, with liberty and justice for all.

Council President Barry, can I have a motion to approve the following order of agenda? I move to approve the following order of the agenda. Is there a second? Second. Motion's been approved and seconded. All those in favor say I. I. Motion passes 5.

So I know we have we're jumping right into citizens input and we don't have concerns. I just want to let you know that staff and me and maybe other members of council received the might have had communications regarding the closure of the Seaman's Child Development Center. It's a big hot topic. We're getting a lot of emails or responding. I didn't want us not to say something in the public meeting in case community members at home are listening that were not on it and concerned. um it has been in existence for over 30 years and so I'm just flagging that. So with that um there's no mayor business or communication citizens input and announcements. Do we have anybody signed up at all online or in person? Are we good to go? No. Okay. So I'm going to skip skip that process. We're jumping right to new business and staff. U please provide a report on the city manager employment agreement.

Thank you, mayor and council for your time this afternoon. I appreciate it and I appreciate you taking time out of your busy schedules for a special council meeting. Uh I have Richard Meyers who is the consultant for the city manager recruitment here today who will discuss the employment agreement that the two options that you see before you and he will go through the salient points and then also um help answer any questions that you may have.

Good afternoon mayor and council. um appreciate the opportunity to to be here today and to do this and talk about uh the work that's been involved over the last several weeks. Uh the mayor and counselor Skull have been um in heavily involved in the process. um they've put a significant amount of time into um looking at options and and reviewing proposal from um or offers from GINA um and um back and forth. Um they've significant review by um legal counsel Tamara Russell with CIS as well um has gone through the process. Um what we have before you not today, this afternoon is two copies of uh draft um employment agreements for the city manager. And the reason we have two is not because of any flaw or one's wrong and one's right. It's because there's some differences of opinion. And um we have those two prepared for you since um under state law you have the unique situation that two council members is that are all that can meet and and discuss outside of a quorum. So, um, if in order to resolve the the the difference of opinion, we need to come to the council as a whole because if we brought one more council into this, it would be a a quorum and would be a violation of of state law if we didn't do it in a public meeting with the full quorum. So, um, we have these two drafts, option one and option two. They are essentially identical except for one little subsection. So, what I'll do is I'll just step through um option the agreement that's labeled option one and kind of just step through it until we get to that point where um there's some some differences in and everything there.

So basically the the proposal or the request from Gina was to have a um agreement that would be a year and a half from April 1st to September 30th um because of elections and trying to make sure that um new counselors if any new counselors come on we don't have them working on a renewal of a a an employment agreement right away and so um she proposed the April to September um length for the first term. Um and um that has has worked into the draft here. Uh that's section 101 in terms um the term is that hey and anytime during that term um the employee can resign and leave the city council can terminate the position as well. It creates no right of being employed. It's a at will position that can be terminated at any point um and ended by either party. There are some restrictions later on in the agreement regarding those and we'll get to those as we move through. Um section 1.02 talks about the duties and authorities and and if there are any questions, I can't see you or you're very small and if I do see you, um let me know and we can stop and and talk about any point that we need to talk about. Uh the duties and authority. These line out the the basic duties and responsibilities of a city manager and the relationship with the city. Um what the city manager kind of does if and and how that all ties in with the form of government you have as a council manager, form of government. Um that they have the ability to make hiring and firing and decisions regarding personnel except for the ones that are in your charter that that you as a council have authority to do. um that the city

manager will um faithfully res and with reasonable care perform their duties with expertise and compliance with all the laws of the city, the state um and federal um government following city policies and doing and and keeping up with those and as they're amended. um as and then also in C um that the employee shall have the ultimate supervisory exper uh responsibility over all staff except for again those that are hired directly by the council. Um and um but the city can delegate some of that responsibility and and some care pieces of that to to them to take care of as well, but it has to be done by the council. Um this the charter and the code um spells out that they have the establishment to set up some internal regulations as a city manager to make sure the city is operating efficiently and that the city shall be allowed to attend and and can attend um the meetings of the governing body um except where the executive rules state that they can't attend for an executive session or something like that. Um and then in F that the city agrees to promply communicate with the employee reasonable opportunity to cure any dis criticisms or complaints that we're we're basically asking there to that hey you know this is your employee and some of the best philosophy in the employment world is address issues. If there's an issue that pops up let's address it right away. And that's basically what that's doing. um and they will carry out the city's lawful policy directives, goals, and object objectives um as they're communicated to the employee um and well and present the information there in G and address those immediate needs. So basically lines out all those characteristics and and the

operating and and some of the employment relationship between the council and the and the manager ethical commitments in section 1.03. This lines out the the responsibility of the city manager to stand up to the highest professional standards possible. Um and that includes following Oregon state um ethics rules and and laws as well as following the code of ethics. um some of the however Oregon law f is the one that's going to take precedent um if there's a conflict between those um and some specific things in in Oregon law may have some some issues there with the meals and some of those things that aren't necessarily included in the ICMA ethics but it's it covers that that the employee will be responsible for keeping those um that also the employee can't endorse any candidates. Um can't um sign or circulate petitions. Deal participate in fundraising exercises or activities. Um hold put up signs for council members or you misuse their public time by doing things for campaigns or or something like that. It also says that um the employer, you as the city council cannot urge, encourage, ask the city manager to participate in any of those um specific campaigns or or fundraising requests or anything like that or endorse candidates um that way to keep them neutral. The city manager is a non-political in a political environment but non-political professional that is has been hired to do those administrative functions um without being political and and that's the key um trying to keep that that strong

there. Um, article two, we get into 2.1. This is where we get into some of the specific points. As we visited with Gina and and passed um her request for compensation um and looked at what the compensation package was. Um she's requested $216,000 as her base compensation and she has requested no um tech allowance or no car allowance. That those are essentially rolled into this salary. then um and included there and then um at any time the city council can review that that salary um and do that in section B there it talks about that um as long as it's a lawful action of the council as a whole um and and make cooperation and everything there um health and uh health disability and life insurance your health benefits um are in section 2.02 2. Basically, that's this is saying that the employee gets all the same benefits as normal city employees based on your ex adopted policies for health and benefits. Um yeah, and um and they're they're allowed those minimum things, the same things as um other employees. Vacation and sick leave in 2.03. This lines out how to use vacation and sick leave. Um, one of the things that you'll find, and you you've already seen it with Gina, and you've probably seen it with with Brian as well, it is tough for city managers to use their vacation time they acrew. Um, especially since you've got an employee who's already at the max of acrruel for vacation under the existing policies. Um, and so one change in the vacation and sick leave that she's requested is that the employee be able to cash out um 80 hours instead of 40 hours, which most

employees do um because she may not be able to use the vacation time that is allotted to her um just because of the role of of the city manager. Um the retirement um 2.04, 4. This one lays out that she's a member of the um state employment um system, PERS, and you'll continue to do that under the same policies as as you do with the other city employees. And in addition to the state retirement program, you have and do contra uh contribute to employees. Um and this percentage is a 7.7% um for the employees base salary into that um 401A plan, a deferred comp type plan um that the employee is and the employees invested in it. Um so and that's the that would be the level of her compensation there. Um and that they can then participate in any other 457 plan that the city may have as well. um but it's on their own. Uh 2.05 these are general business expenses and so what's included here is um professional dues in a for uh the the city manager to be a member of OCCMA, ICCMA, Oregon City manage city county management association, international city management association or any others that are good and tied to the function of her position. Um B is that you will budget for um as well as participation in a that they participate in are able to participate in those conferences and continued professional grow growth programs and everything that are there. B is that you'll budget and pay reasonable travel and subsistent expenses for the employee to be able to attend those professional and official travel meetings associated with those different organizations ICMA and OCMA.

ICMA has an annual conference around the country. OCCMA has their spring and summer conference and they participate and also have a fall conferences in conjunction with League of Oregon Cities. And so those would be things to be able to participate in. Some cities include National League of Cities in there. Um some cities the manager doesn't go to National League and leaves that for the elected officials. I'm not sure how that is here, but this doesn't talk about National League of Cities. Um the city agrees to budget and pay for those those expenses for short courses and institutes and seminars that are necessary for professional development as well. These are additional training opportunities that might pop up. Some of them will be league. Some of them may be from ICMA or OCCMA as well. Um D, the city is agrees to offer the employee access to executive coaching um associated with during this first term of the contract to help with any needs that there may be in in learning specifics or things as moving into that executive level position as a manager. Um e um the city won't require that she use any vacation time to go to any of the um workshops or conferences. Those will be on paid work time. Um, the city acknowledges in EF the value of being a part of community groups and organizations and will pay reasonable dues and fees associated with some of those local civics and and clubs and organizations. Um and G um recognizing the importance of having a way to communicate quickly to you and you to her. Um that G provides the opportunity for a laptop, a phone, tablet, those devices, those tech devices that would be needed for um performing her function and job as a city manager. Um so um item article three, these are the general work conditions and and Really

what they are is tying into the performance evaluation in 3.01. um that the city will re do a performance evaluation sometime annually approximately annually but sometime during that first year and a half of the contract um that it will be subject to a process and form and criteria and format that under state law in Oregon in order to be doing it in executive session um you have to do that in a public session and in a public way so that people get to see what criteria and objective things you're evaluating your city manager on. Um, also in B that you agree that you may agree to mutually have a thirdparty facilitator help develop some of that. Um, work through creating the forms and and the criteria. Um, asking, you know, assessing with the council, what kind of things do you want to ask? How do we want to evaluate communication skills? What what are you looking for there? And helping put together a package so that you have a good form to do the evaluation and a process to do that. Um, unless and then also unless the the city employee or the the manager requests it in writing, the process shall be conducted always in executive session pursuant to state law. Um, and that it won't prohibit the city from sharing any of that information with the the respective legal council as well. And then in D that if you modify the agreement um the forms or the criteria at any time that there's a period of time that you're going to provide the the employee to be able to adapt to and address those new criteria. um we don't you don't you don't want to go in and say yeah a week before the evaluation oh we're going to look at this too and and go back over the last year to to evaluate on that without giving a a heads up that that's what's going on. Um, and then nothing in this

prohibits the council from participating in more less formal opportunities to evaluate employees performance to give input and to talk about corrective actions and things like that that might need to be made. Um, in other words, we're both working towards success in in this relationship. And that's what that's kind of trying to tell us. 3.02 is hours of work. Um there it it is recognized that the employee must devote a great deal of time outside the norm normal office hours on business for the city. Um and on that realm the city's going to give reasonable time off um so that they can take and and accommodate and adjust for that and with their own personal lives and everything um as long as it doesn't interfere with the the functions of the city manager. So that would that's just a provision to help make sure that there's opportunities to to be able to adjust those as they need to see. 3.03 is um basically saying that hey this employee is yours. She's not going to work for anybody else unless you say so. um say she can and and there may be opportunities and what's spelled out in here are the only opportunities that are spelled out is if there are some teaching or indirect benefit that or other um consulting or teaching opportunities that she could be participating in. Uh, for example, public Portland State sometimes does have acting city managers help them in their um public management program. And those would be opportunities that would number one be beneficial for the city as well as the employee, but also be beneficial for the the future of of local government in the community and around the state and everything. So those are the things that that are there and addressed. But this is something to make sure that there the employee must give you notice before they undertake any kind of activity outside. They are

going to be the city manager. Um unless they let you know u that they're going to do something else. Um article four, I'm going to pause and just make sure there's no questions so far. Okay, going through this quickly. Um um article four deals with separation. Um this is the the part of the agreement that talks about how do we deal with the separating part, the the terminations, the resignations, all those things that may happen during the employment relationship. Um the employee may terminate this agreement by providing at least 60 days of notice. Um unless you agree otherwise. I mean, if if per chance in 15 years, um, Gina decides she's retiring and she gives you a little notice and says, "Hey, I'm going to be retired. I want to retire in two months or three months." You can then work together and say, "Can you stretch it out to four months?" Um, that may sound familiar to somebody in the room. But, you know, those kind of things can happen as well as um maybe something opens up and um we need to shorten the the days of notice. Those are all things that can happen as well, but really the notice is 60 days um and unless otherwise worked out. Um termination, this section 4.02 defines what termination is. Um those acts that would make the um act of termination terminating the agreement. This is specifically what does for the purpose of termination what the council or what is happening to the employee to deem what termination is um and how that'll apply because that then applies to the severance and other things that would happen for the purpose of the agreement. The number one A is if a majority of the council votes to terminate the the employee in a public meeting that is termination that's that's completely understood. Um B, if

the city or citizen or legislative acts to amend the provisions of the city charter or code pertaining to the role, powers, duties or authority or responsibilities of the manager um or the type of government or any of those things, the employee has the right to declare that that's that such amendments um may constitute a termination. Say for example, you somebody puts in a a a charter amendment that removes um the hiring of firing authority of the city manager that they no longer can hire and fire employees. That that's all up to the city council. Um I don't think you want that responsibility, but somebody has done it and put it in the charter. Um the manager has that right to then say, "Hey, this is severely reduced the authority that I have and ability I have to do those things as a city manager. I'm counting it as a termination. Um there have been cities that have actually had a charter amendment passed that um said that no employee can earn a certain amount of money above a certain amount. Um and if that amount is below what the city manager makes, that's considered a termination. So those are the kind of things that that covers if there's a an legislative act out in the public. If the city reduces the basic the base salary of comp or compensation of the city manager in an amount greater than the percentage of other department heads um then the employee can um and they can't reach an agreement with the employee regarding that. You know the employee could agree to it um but then such ar um action could be deemed a termination as well. Um um item D. If the employee resigns following an offer to accept a resignation, whether formal or informal by rep city representatives of the majority of the city council, then that

can be um determined as a res a termination as well. Um and so if if a couple of them go and say, "Hey, if if you resign um by this date or resign, then we'll accept it or or something along those lines." Um that can be determined to be a termination as well. Um and then the final one is a breach of contract. if if it's declared by either party um that there's been a breach um it it has to be cured and and go through that process. But that notice of the breach and a final breach could be determined to be a termination um depending on how that works out and what the what the result of that is. Um the employees um refusal to comply with a directive that violates the code of ethics shall not be a cause for termination. So if um say for example the employee says and somebody asks the employee to endorse them as a candidate or endorse a couple of counselors or somebody is as candidates and they say no I'm not going to do that. Um you can't terminate for that. Um it well if you do it's termination and um you can't do it for um as a cause. Those aren't things that could be caused. um a crude leave upon um the the leave of the severance of the pol of the employee if the employee is um not going to be employed anymore regardless they get paid their acred vacation leave um time that's normal I think that's even state law but it's it's here um that regardless of whether they receive a re uh severance package or not um if they leave employment they get their acred leave. Um they're not eligible for a payment for unused sick leave though and that's spelled out clearly here. Those

are basically city policies. Uh section 4.04 is our severance section. This is if the employee is is terminated as defined in 4.02. If the employee is terminated and unless it's an exemp exception in section 4.04 04B um then the severance policy payment applies and that would be six months or the great the greater of six months or one month for every year of service as the city manager. So essentially for the first six years under this agreement the the severance would be six months. um on the seventh year um it would be se seven months of of severance and that's how that works out. So it's recognizing that the length of service for the employee um there the minimum and subsection B under this for a minimum of 6 months following the termination as in section 4.02 the city shall provide outplacement services um should the employee desire to have them not in in an amount not to exceed $10,000. So during that six months that would apply. Um and then B, this is the exception to um the severance um responsibilities. If the city council through a thorough investigation has reasonable cause to believe the city manager has engaged in criminal conduct um has other offduty behavior that is that significantly employ impairs the employees ability to proine provide their job to do their job and job responsibilities. They committed fraud and misappropriated city funds, goods or services for the city, the manager's own benefit. They violated Oregon code, Oregon ethics law. Um they refused to comply with written policies

of the city or other acts that cause injury to the city, including but not in not limited to willful, corrupt, reckless misuse of official capacity authority. and then the city may terminate them with no obligation to pay severance. Um and then if there is a termination and their severance, the employee it must be in accordance with a separation agreement that's agreed between the city and the employee. Um in this section and and the remaining portion is uh section five um 0.01 and two and four three and four. These are more of your bonding, your indemnification clauses. Um the effective date, it becomes effective April 1st. Precedent setting dispute resolution. It's and dispute resolution would be through negotiation and a mediator will not include um uh I thought that we excluded arbitration. I believe yeah that's not in there. Um and so all of those things would be under the five after 5.0 and and thus and we can talk about those if you want, but those are your basic um language. Those have been gone over by um CIS um as well and and comply with the policies that that you have and with CIS and and their requirements for insurance and stuff that way too. So um there are a lot more of the we'll call it the the legal ease in the document. Those are really that's what that that last piece is. Um but let's go back to section 4.0 Oh, and here is where the difference is between option one and option two. Option one is what you're seeing um that we just went through. Option two inserts a new section in um subsection A of 4.04. And that new section in um is the sub

subsection B and it's highlighted on the screen there. Um, notwithstanding the foregoing and regarding the the severance pay in sub A, it's saying the city council shall not terminate the employee within 180 days of the seating of a new council member after an an election except for violations that are in 4.0 A and that B I mean um that deal with illegally and and stuff like that. And in the event that the city council does choose to terminate during this period, the employee will be granted one and a half times the severance that's listed in sub sub A. Um there's a lot of political stuff going around. Um you're seeing cities where councils are changing drastically at the turn of an election. Um, and this is just a a piece that Gina has requested in order to maintain the the stability of the professional manager that's not tied to politics, the non-political professional ability to perform the duties and responsibilities. And this is the provision that there has not been agreement between your negotiating committee and as such um that it's kind of turned to the council as a as a whole to to resolve whether B this little subsection B is going to be included. It's included in option two um and it's not included in option A. Um but it's it's one that Gina is requesting and I think that's a review of what's there. Um if there are any questions of me.

So I want to clarify is the provision that you're referring to in option one or option two. I thought it's two. It's in option two. Two. Yeah. City council president. Thank you for the presentation. Um so the main difference is that section 42 is that correct between option one and option two. Yes. Between option one and option two it's 4.0 and 4 a sub subb. That's the difference. That's the only difference between the two.

I do have another question. Um, so you mentioned uh vacation time and then you also mentioned that u a city manager can work a lot of hours outside regular hours and sometimes that would be more than the 40hour week. Um, so is there um and that they could take some time off to compensate for that, but is there a way to track those hours and um and then maybe get uh a dollar compensation rather than time because sometimes you have a new employee that wants to, you know, be on top of things and show up to work all the time and then they're doing those hours on top of it. So that provision actually is more about an exempt position versus a non-exempt position. And when we have exempt positions, we don't necessarily track hour for hour what they're working in a week. And what that provision really entails is if Gina needs to leave early one day at like 3:30, she's not necessarily needing to use her acred leave to take that time off because we know she's going to make it up at a council meeting or on the weekend or something of that sort. So that's what that is really talking about. And we don't typically assign a dollar amount to it because then we could get into some FLSA or um sorry, Fair Labor Standards Act issues where we are no longer considering or or treating that position as an exempt position.

Okay. Yeah, that I knew that. I just wanted to hear it. Thank you. Yeah. And and thank you, Andre. That's exactly one of the reasons for city managers. You don't want to be paying overtime or having them count their hours and track that to end up becoming something that is not exempt. Um because you're they're typically working 50 or more hours a week above, you know, well above. Yeah. Councelor Shlin,

thank you. Um, in the section that's added in option two, did Gina have some um evidence from another um city manager or some sort of documentation or uh example where she came up with this idea. Um, I don't think she had anything specific, but it is occurring and and I've known it's occurring around the state where there are candidates that sometimes run on the platform and sometimes the platform is kind of hidden or a rumor that they're running to get rid of the city manager or they come in running to replace the council and the one thing that reminds them of the old council is the city manager. um true city managers are professional non-political um administrators and and that's what they're going to do. And um it really gives one of the reasons for the 180 180 days is to give them an opportunity to work together.

Um I've had it happen to me over the course of my years where um some candidates ran and their thought was we're going to shake up city hall. we're going to we're going to clean up what's going on. And within about 3 months, they started learning um why council was making some of these decisions and what was going on and that it wasn't the manager that was dictating because I mean, people watch a council meeting and I don't know if you've heard it, but you I'm sure people have said it somewhere in in Wilsonville that yeah, when the city manager gives a proposal to the council, the council all adopts it. Um, and sometimes they see that they don't understand all of the time and effort that's happened behind the scenes or in earlier meetings or committee meetings that have led to the final proposal, which the council has to adopt in public and has that opportunity to discuss those issues associated with it. But sometimes it it it does just seem really quick and easy and that the manager is just running everything and we want to make sure that they have an opportunity to to work that through and that's kind of what she's trying to do here. Um

okay. Uh so this is not uncommon. It's um it's becoming more and more common. Um I'm an old school city manager and I had just the regular severance. Um but as we're seeing more divisiveness in local government and and and federal and things like that and the winds changing quickly that um it's just something to to give pause for people to think before they get in and act real quick. Um yeah. Okay. Thank you. Any other questions?

Okay. Anything else from staff? No. Okay. Council President Barry, can I have a motion to approve what other whatever option? Or actually, I'll just take it back from you. I'm sorry. Any counselor want to make a motion to approve one of the options? I move to approve option B, which is option two. Oh, two. Okay. Is there a second? I'll second. Is there any discussion? Okay, I guess any discussion? Go ahead, counselor Skull.

Okay, so uh this has been a long process. Uh it's not been easy and uh we've gone through uh a lot of information here, but uh basically when all was said and done, I uh oops, I'm sorry. I uh sided on the side of option two. Okay. And the reason being is because uh you know I understand the political uh impacts the decisiveness that's going on out there and the point behind supporting this is to basically look at maintaining stability and continuity of the staff of the position and working with the council. I also believe in terms of balancing that out in ter uh of uh protecting the uh the employee or the city manager at the same time and giving them some time to integrate with the council and uh you know to to look at things that they need to do and adapt and to uh uh keep things moving forward within the city but also with their integration with the council. Uh the mayor and I have had quite a few discussions about this. I've been, you know, given a lot of information about it u and tried to weigh that out to make a fair decision. But I with that said, I will I've chosen to stick with option two u and then basically let the mayor uh uh make his uh recommendation and then leave it to the council to choose.

Any other discussion? I have not been familiar with this type of clause but um the way it's been explained to me and in the in light of just as was mentioned um the political climate both locally and nationally and even internationally can be challenging these days. And so it appears to me that this clause would protect the city manager from the whims and the winds of a council that as we see could be newly elected and then have um an agenda that would include the ouster of the city manager within 180 days of a of an election I guess if I'm understanding um seating of a new city council member um after an election. So, um it it does make sense to me. I mean, if you have a good city city manager, um you would hope that um their performance outside of the 180 days would would shine and you could see how, you know, how well that person performs. Um so, I I see it as a a protection um mechanism. So, I'm I um I'm not opposed to it. Okay. Well, I'll reserve my comments to the end. Councelor Cunningham, go ahead.

I figured I'd just jump in real quick and just throw in my two cents. Um, I think there is a balance here to be struck. There is a a legitimate argument to be made that, you know, political whims maybe shouldn't be what somebody's livelihood and employment is held on. Um, I've had a I've had some conversations with some folks about what, you know, over the last more than a year in this role of of what I've learned and and how the local government really operates and things like that. And one of the things that not not that I'm comparing anyone to a dog here, but for for lack of a better example, you know, if you have a dog that is trained to bite and it bites somebody, do you get mad at the dog or you get do you get mad at the owner? And uh the council in this would be the owner and the city manager would be the dog for a lack of a better thing. No offense, cat or spaniel. But you don't get mad at the dog because the dog has been has has been asked to do this thing, right? Um, and the way that this works is that council sets policy, the city manager is asked to carry it out. So, if you're unhappy with the way the things are working in the city, come talk to us and we can go and have those conversations with with the city manager. we can have it out here in council chambers about how we should be doing things and we can direct policy to the city manager to carry out on behalf of us and the city. So, um now on the flip side of that, the balance here, um if there were to be somebody who uh were to run and say, "When I get into city hall, I'm going to shake it up. We're going to have a new city manager because I don't believe that this one can do x, y, and z." Um and the voters decide yes, we want this

person to come in and we want this shakeup to occur regardless of the last, you know, little parable I gave, I guess. um then there is a balance there to be struck and there's an argument to be made that if the voters will these people into office and that's what they're looking to have done that maybe we do honor that and accept that and don't put a roadblock in place of what our citizens go to the ballot box and ask for. So I'll kind of throw that out there. I'm I'm about 5050 on this. So, am I up? You're up. Are you going to let me or are you gonna I just want to respond to that.

Is that okay?

Yeah. Go ahead. So, uh, for the sake of discussion here, I kind of agree with the with councelor Cunningham, but I think to his second side of this is the will of the voters. And if they do want to make changes, I also think that there should be uh adequate time for uh those changes to be made. I mean, you know, basically coming in and and in within 30 to 60 days just uh shaking everything up, you know, whether it be city council or staff or even in a large company, that's uh that causes a lot of chaos. And uh that chaos can you know basically uh impair decisions. It becomes emotional and uh and it slows things down and it just causes a lot of chaos within the organization. So I think you know and I'm not really sure and I'm I've been wrestling this with with this myself whether six months is good or you know I don't know what that time frame would be but uh there I believe that there should be some time there to uh allow for transition uh if need be or allowed for some negotiation and some work uh amongst the uh the council staff and and the city manager to uh integrate and see if they can work things out as uh as things change.

Okay. So, couple of things. Are you wanting to say something? Go ahead. You've been waiting. That's all right. Go ahead.

Okay. Um, so I have experience where I worked for a city and I was hired on and it was right after an election. And so in that interim period of be my hire, you know, invite to start work and when I the first day when I showed up, the um the new leadership fired department heads and so the person who hired me is gone. and and it does it's not just the city manager but it's a trickle down effect uh to different department and staff that I think we have to be cognizant because the city manager is in charge of hiring um department heads right and staff. So, um I just think it's really important to have that period of time of 180 days to let somebody come in and and learn the job and you know there might be times where u the city council needs to say hey you know let's think about doing something this way and you know work with them so it's problem solving and teamwork in instead of just a big chaotic shakeup. That's my two cents. Good two cents. Okay. So, here's my thought. Um, I disagree with Mr. Meyer's presentation that there were two options to consider and I've had and councelor Skull and I in all fairness and I hope he will articulate he might have had extensive conversations but they were today and at the last minute and presented this in writing for me. I didn't get to see it visually until 2 pm uh because I had been in meetings and I was talking orally with Mr. Meyers in the morning, not in a position to look at anything and have been non-stop going

from where I was in the morning to a mayor's conference. So, I disagree that that councelor Skull and I had an opportunity to talk as well as we could have. Um secondly, I don't agree that there are two options in the sense there's an option that we're working on. Um and how I look at things that in negotiation because unless counselor Skull disagree, I spent a lot of time on this is that there are certain provisions you negotiate. So originally there's a subparagraph about u the city manager having to give council notice. Um, for the longest time it was 30 days. Uh, I presented counter proposal of 90 and we ended up on 60. So if there's a suggestion that there's an interest in protecting the city as an institution, why would someone start off with a 30-day termination clause? Um that's just a comment. Um the other thing is the amount of time and effort that went into this. There's inherently conflicts. Um there's conflicts because some of the involved parties, you know, have their own contracts and it's problematic because everybody is looking at um language that they have on their contract. people know each other. Um, and I'm not gonna I'm not going to give any names or anything, but you know, in retrospect, you know, it would have been something that an outside attorney

should have handled and represented council on the interest because um I think everybody tried their best, but there these just natural conflicts and what I mean by a conflict, you know, to speak of the the kind of the extremism out there, no matter what side of the aisle. I'm not talking about intentional mean conflicts at all. I'm just saying an appearance of an of a conflict and I think there were some problems there. With that said, putting this all together because I'm pretty exhausted in my involvement on this um is that subb has an inherent problem and it's a problem that was this paragraph and some form of it was presented in a early draft and I was trying to find a way to fix it. Uh, but it's not workable and I don't mind losing the vote because I think when a council is elected, we are the people, people's representative. And if a council decides to shoot themselves in the foot and fire the city manager, that's on them and they'll answer to it. and we've a we have effectively not had that provision in past contracts. Um secondly, here's the inherent problem. This is saying that anytime there's a change on council, there's a built-in 180 days. So, let's talk about this hypothetically. Um we're all working together. I'm thrown out of office. The new mayor comes in. you guys have known and worked with the existing city manager and there's only one vote change. Okay, that means if there was an issue with the city manager and I'm not I'm

talking objectively. It's not about Gina, it's not about anybody. It's about how this contract applies to anybody that's a city manager. But if there is one person that that changes, that means the council as a whole, even though a majority of them are more experienced, is stuck 180 days to make a decision. And I don't think that's something we need to do. And I think there are times where a body of council has been put in office uh for a reason that there was a bad city manager. I've seen that in certain circumstances. Um and not here. So I'm not it's but um I think it strips um I think it strips the council of the power to act based on what the people want. And I should note that there's a severance already of six months. So uh I think that uh that to me is sufficient to protect the city manager. So I think most council would say gee, you know, why would we pay six months for someone that you know I just think that's enough? Um I don't believe in this type of provision and I haven't seen it in contracts that I've been involved in professionally and I'm bringing my experience in uh before. So this will be unique. Um the contract that was provided to us was a contract generated by a an organization that's um uh quite frankly uh presented a form uh contract we started with and we spent an

inordinate amount of time trying to get it back down to a contract that u was workable in my view. and uh rep represented more of what the council may have as opposed to a contract we initially got that seemed was more focused on the city manager. So it was not a balanced contract and councelor Skull may disagree with that but those are my views. So I, you know, my view is there's really uh a uh an option that we're working towards. One provision that was holding us back, but from my perspective is the one vote on council. The other portions of the agreement we agreed to was tied into everything else. So if you're saying there two options, that's a representation of Mr. admires, not myself. Uh, and my position on that. So, anyway, that's my two cents. Councelor Sh.

Thank you, Mayor. You make a very compelling argument. That's probably why you're so good at law. But, um, so, so I want to pose a hypothetical situation. We talked about the the whims of of of a new council member coming in and heads, you know, that person wants heads to roll and and of course that ultimately will depend on the full vote of the council about any heads that ahead that might be rolling in the way of a city manager. But let me look at it on the flip side. So, if we have a city manager who hasn't been able to get on board with what we we as a council want to do and we've we've tried the all the the normal ways of trying to improve performance and then it happens to be during an election period and then we have a new counselor or mayor that is elected and we still haven't been able to get the city manager to move in the direction that we want and we can't get them to perform better then we have another six months before we could take any action is that is am I understanding correctly

that is correct okay based on this provision any change on council and if you interpret this uh I just want to make sure I'm correct before I mistake that means that if we had a vacancy and there was an appointment that triggers that 80 and I have a fundamental problem. So, it's not only an election cycle, but it's an appointment of a new council member and it says after an election. Oh, sorry. That's that's okay. That's good. Glad you caught that. Yeah, thank you for catching. I I stand corrected on that. Um, but I have a problem with that anyway. So, in all fairness, so

well, it made me after your comments, mayor, I started thinking about it from the reverse of trying to protect the city manager position so much as trying to move if the council is trying to move in a direction that city manager won't take. I I noticed Mr. Myers or he did have his hand up, maybe he took it down. Councelor Cunningham.

I guess there's an argument to be made here too that it's a little bit of a political uno reverse because you get somebody who runs for council. They get on, they go, "Hey, let's get rid of this city manager." But now, the reason that you wouldn't pursue this in those six months is because what this is is a penalty to the taxpayer. It's it's an extra 50% given to the city manager for being fired in that first six months. Well, that money doesn't come from nowhere. comes from our taxpayers. And that would be a polit where I say a political uno reverse is that now it's a it's a a hit back on those counselors who are making that decision to make them look bad in a political realm to say look what they're doing to our tax money and how they're wasting our tax money here. So, it's a little bit of a catch22 and again that's kind of why I'm I'm I'm waffling on it. Um, but I I definitely see the mayor's point on this. Um, but I don't like how this um also kind of holds our taxpayer money as the as the threat.

Can I ask for clarification? Sure. Is that why your hands up is for clarification? Okay. Go ahead. And I used the light. Yes, you did. Um, so I just want to clarify that um it's within 180 days of seating a new city council member after the election except for violations as defined. Um, so can we just describe those violations one more time? Scroll down a little bit here.

So that is this section right here. Richard, I don't know if you want to go over that. Yeah, the the violations are um a thorough investigation and reasonable cause to believe the city manager has engaged in criminal conduct um or has other offduty behavior that the city council determines is significantly impairs the employees ability to effectively do their job. Um committed fraud, misappropriated city funds, goods, or services for the city manager's own benefit. um violated the Oregon ethics laws or failed to or refuses to comply with written policies of the city and other acts of misconduct that can cause injury to the city but not limited to um willful corrupt reckless misuse off of the official authority. Um, yeah.

Could could you roll it back up to so we capture all the other provisions? Councelor Cington, did you have Yeah. The um so the the first thing that I noticed as we go back into that section, read it. It says after a thorough review. So then the question becomes how how long does it take to uh or not a review, an investigation? So, how long does it take to conduct a thorough investigation? We're sitting here talking about a six-month period. If a thorough investigation takes two, three months, we're already halfway there at that point in time. Anyways, um so it it's I'm having I'm starting to have even more trouble driving this one.

Can I Thank you. Did I interrupt? I'm sorry. Could you scroll up a bit to the So, here's the deterrent that I would like to respond to. councelor Cunningham's thing, the taxpayer um the deterrent of that new counselor is to know that and everybody on council if they vote to terminate without cause uh they're paying six months to me that's enough of a penalty uh I mean a repercussion to the taxpayer this one is asking for uh uh a severance of six months and a half of that. So, nine months up to Yeah. or up. Oh, yeah. Year and a half. I Excuse me. Um, that's even something really concerning to me. Um, and I I read that wrong. And let me explain, I've only seen this till this afternoon. It was conveyed to me on a conversation. So, I'm more of a hard no on that provision than I was before we entered this meeting. So my view um is um we as a council I firmly in my one vote on council believe that council has certain obligations and we speak for the people of our community and we should not be so restricted in any sort of contractual relationship with staff that or at least the to not be able to act promptly when called upon. I think our risk as an elected body is to take the political hit if we make a bad decision. So if we in my view is it's a bad decision for this member of council to vote for that provision. I think the community given we're trying to facilitate trust um is would say that is

very one-sided. So that's kind of where I'm at. Councelor Chevlin Just for uh consideration, sorry, just for consideration, does does it soften it or change it or make it more palatable if it were less than that 180 day period of time? Or is it just the whole concept that we would allow this sort of provision for any length of time after an election and a new council member is seated? Is there any advantage to the process that that's being proposed to put a shorter time period on it?

So if you guys are okay if I can respond before I go. So I will want to tell you is I spent a lot of time on track change. This provision was brought up. I was really trying to think of all scenarios like maybe if we had two counselors or shift and all these things but it really comes down to what do you think the role of city council is and that's at least from my perspective what is our role our role is to try to make good decisions but that's our job as the employer representative for the the direct reports we have And so if we make a wrong decision uh politically, you know, and we fire the city manager and it's a huge chaos, everybody bails out, you know.

Yeah. It's on our shoulders.

It's on our shoulders. To me, that deterrent is here with with or without that provision. Um, and I would also, um, what's disconcerning for me is that it, um, I almost feel like it puts it in a challenging situation with the relationships, you know, uh, between the administration and, uh, council. And frankly, this I do acknowledge there are uh there's one city in particular that's had a huge turnover. Um, and I've seen both sides of that where there's concerns about the city manager. There's going to be different perspectives, but that's the that's the issue. There are different perspectives and ultimately I'm not going to compare our city with that city. First of all, I think our city is managed historically very well. And so, we're fighting over or at least we're not we're having a discussion over a provision based on what's going on outside our community. and I don't see it's needed. Um, in fact, I think it could build in distrust uh of our community hearing this conversation about this provision because I think in all fairness, um, it doesn't matter what political whim happens on council. Um, I think ultimately we've had his story of uh, good city managers and we're trying to officially hire one now. So,

thank you, councelor. Uh, Cunningham. Oh, excuse me, Councelor Skull. I'm sorry. I'm tired to that. That's okay. Uh, just a quick question regarding the one and a half severance. Uh, if if the uh if if there was a termination pending within that six months and it goes past and it's out once it gets past the six months, does that one and a half revert back to six months? Yes. So it's after if it's after that 180 days um

and it meets the the termination definition in the previous section then yes the se it would just be the initial severance. So then a council could sit and say, "Okay, you know, thinking this is what we might want to do, but they could sit for six months and try to work through things and then after that 180 days that it just goes right back to section 402A." Correct. Could do you mind whoever's are you controlling? Sorry. Could you go up to the termination section and u councelor Sh is it? Oh, no. I think it was council president. Are you up? I don't know.

Well, I haven't I noticed I did the green light. Okay. Well, you did and I'm sorry. I'm trying to go ahead. I don't care about timing. I go ahead. Do you want me? No, that's all right.

Um, so when I think about this, I think about community stability and thrive. And um to me I that means like less turnover in employees and trying to work with people on problem solving and and we read the termination that they still can be um fired or terminated for good cause. But I just really believe in the value of trying to work with people and problem solve. And I also you know think about I've seen different people on this council and other councils where when you're not on the council, you have a perspective and that perspective can be very different than when you're actually sitting up here trying to make decisions because you now when you're on the council, you have different information uh that can problem solve and whatnot. So, I like this clause. Okay.

Anyway, it's my two thought.

Thank you. Could you scroll down just in that same section? It's another provision. So I so you know uh because this is where I think there's some characterizationish differences of opinion with Mr. Myers because frankly Mr. Meyers and I have only talked maybe twice during this conversation of this negotiating with uh uh Mr. Trohall. Look at subsection D and if the employee resigns following an offer to accept resignation whether formal or or informal by the city as a representative of the majority of the city council that the employee resign then employee may declare a termination as the date of that suggestion. So here's the issue that I was wrestling with that and I've I never got a defined answer although um uh is I see a scenario where to councelor Cunningham's point the provision dealing with um you know something that would deprive someone of a severance. So for example uh there have been circumstances and it usually happens all the time where a uh city uh public employee has been found to have violated something and in lie of making a big issue you have a meeting with them and say would you would you like your resignation? Well, uh, this triggers the six months and I don't agree with that and I've explained to, uh, staff, um, CIS attorney, um, that's involved and I guess I got to turn to

the city, the city attorney because here's the problem because I'm talking about how we negotiated this and to me it's relevant. So, how do I do this? because I want to do that. I've also tried to be generic on certain things, not to violate due process rights, but I guess my problem is there's specific reasoning behind some of this stuff and that I feel is in conflict. And so, how do I do that without triggering a problem and waving privilege? The council as a whole can decide to wave attorney client privilege and reveal attorney client communications. Okay. So we have to do a formal motion to wave.

I'm a little confused. The mayor is talking about conversations that happened amongst in-house and outside legal counsel on this. And so for that to be shar shared in a public meeting because the client is the city council as a whole has to decide whether or not to wave the privilege that privilege communication.

All right. I think I can do this and we can still have that motion if you want. um is uh if we need to I can go above it and you if you can cut me off can you do that if you think I'm going so hypothetically there are conflicts between insurance companies uh who cover which covers certain things and there are and they have their interests and I can at least identify that the attorney I was dealing that we were dealing with represents our insurance company. Right? So, and there is issues that aren't covered by insurance uh i.e. breach of contract that uh every dollar in any breach of contract that we were found liable as a city comes out of the directly out the coffers. Now there may be some indirect um uh CIS increase in premiums and things like that depending on the conflict but there's competing interest here and u and that was clearly the case on some of these provisions. So, this one specifically is problematic to me because 99% of the time when an egregious conduct happens with a in my professional experience defending the state of Oregon from employment suits. So, I've been on both sides and then I've represented public employees. But most of the time there's a resignation and asked for a voluntary resignation. That provision was one that I have had a problem with. Now councelor Skull and I never had an opportunity to have that

conversation because he didn't know there was an issue really until today and I'm running around. But there's more conversations and um that went on and I I can give you enough that to say that I think that provision is problematic because that means if we have a willful a person is willfully violating the law but we choose to do give them grace to leave then we have to pay that six months. So that's the problem with that provision. So um then you tie it into the one that we're talking about that provision to me there is so many safeguards for the city manager in the agreement much more so than um our current city manager's agreement was uh that I just see that as really overreach. So that's my view. Can can I recommend Richard can you talk about that specific item item D there that's up on the screen and in your experience how that works as far as uh resignation in lie of termination. Yeah. And um typically there's and I was looking to see because often there's an opportunity for um further negotiation there um with the employee um regarding that. Um, and that may be something you want to

include in there. That

Mr. Myers, just so you know, sorry to interrupt your thought. I'm not suggesting we talk about that provision. I am trying to give you an example that we already have a built-in agreement that is pretty protective of the city manager as it is. And so um I don't see a reason to have that additional protection. So but yes to me that is still a problem. So that uh councelor skull just a point of clarification here. U just want to make sure everybody knows that I'm in agreement with the with the mayor about the fact that that that this just happened today. Look, we just got this information this morning. I found out about it at probably about 9 9:30 this morning. We have had several uh conversations, but it's been fairly condensed and uh you know, kind of learn on the go. So, but I still have uh you know, my my position is still with option two regarding that. You know, we talked we've talked about trust and in my statement I talked about the balance of this whole process in terms of balancing the continuity of the operations of the city and the staff and with the employee. But within that balance u there is a level of risk and you know that's part of it. It's a matter of having that employee allowing that employee time to or allowing the city manager time to integrate with a new council. You know, that's not going to happen in 30 to 60 days. It may, but you know, to give it proper amount of time, it could be six months. Uh and you know the and essentially the uh new council needs to acclimatize there too. So my in terms of my statement about balance, it's about

balancing what's already in existence versus the risk of of change and how that happens and and maintained in the continuity of operation and continuity of decision making through the whole process. And so that would be my uh my read and my response to the to that uh comment about trust. Okay, thank you. Any other city council president Barry?

So, another question for clarification. Um, we're making a decision um on these options based on a contract between the city and a new city manager named Gina. Right. Okay. And so we're not talking about general contracts that could be used any time with any city manager because if if if it wasn't Gina then we would still be going through the same process with coming up with a contract and tailoring it to that person. Right. Correct. Thank you,

Councelor Cunningham. Uh, Mayor, you've spoken about the role of council and um to me that role is that we're responsible to the people who elected us. We're responsible to our citizens, we're responsible to our taxpayers. Um, going back to my point of, you know, if the voters so will it, then then it should be. Um, and also that it feels like this is a penalty that would be we'd be self-hamstringing oursel and and taking those taxpayer dollars and using them as a penalty for imposing the will of the voters. And um, you know, going through this discussion, thank you all very much. It was good discussion, lots of good information, lots of good back and forth. Um, I'll just say that that I've tilted to the side of of option one at this point in time that I think that having that clause in there, um, I don't think it's necessary. Um, I think that like like I said, it it doesn't if if our role and responsibility is to take care of our citizens who elected us and we are here to represent, then then our first duty and our first priority is to them. And I think that we have to protect uh their ability to use their voices and their abilities uh to have their taxpayer money protected. So uh I I I'll be voting no against option two.

Um and so just uh if I can't have a thought um that this isn't about Gina Tro um and if I'm a little if staff or anybody in this room is thinking it's about Gina, it's not. It's objectively my and I disagree with the concept um that when we look at boilerplate, this is boilerplate. It's setting a a um if you will a policy that um of a provision that once we put it in um has nothing to do with Gina. It has to do with the next city manager or someone else. Hopefully Gina will like Bryant. Brian is leaving but you know we'll clone Gan and she'll be here for a long long time. But to me, from how I look at things objectively, um, it's what does it mean? What's the precedent? And that's how I look at things. So when you're when council Barry says this is about Gina, yes, it's her contract, but the terms of the contract are setting a policy of how we contractually hire um the direct reports to the council. And that's the problem. And um there aren't any or not how many uh Mr. Meyers u cities have this in the state of Oregon have this provision? And I can tell you

I don't know that. Yeah. Well, I can tell you that the ones I've seen, and I've seen several don't. And I can say that uh I know that the city attorney know has looked over the Beaverden uh agreement. I don't think that provision's in there, but I'll defer to Amanda. Do you know if that provision is in the Beaverden? I do not know off the top of my head.

Okay. Well, I know it's not and Tiger and others. I've gone out literally throughout this process looked at other agreements and also agreements I dealt. It's it's not something that is u it's almost like a test case in my personal opinion and I don't think it's necessary in our city uh because we already have a great staff and a great city manager who's retiring and another one coming forward and I just I disagree with that. So any other conversation? Okay. There's there's a motion to approve option two. That's the only pending motion right now that's been seconded. Uh so notwithstanding our opinions, that's the one we're voting on. So with no further discussions, all those in favor of option two say I.

I. Hi. Okay. Uh, all those opposed? No. No. No. So, it appears that uh option two fails. Um, uh, 32. Okay. I'll entertain a motion for the approval of option one. I move for council to approve option one. Is there a second? Second. Okay. Is there any further discussion? Okay. All those in favor say I. I. I. All those opposed? No.

Opposed. Okay. The motion passes 32. Okay. Is there any other business? Okay. Anything of staff? Do we have to a motion to approve the consideration. Consideration. Y Richard, do you have any other comments?

Um, no. I just want to say thank you for the discussion and everything and we will um take the agreement to Gina for her consideration and possible approval. And then you'll continue to report back um to councelor Skull and I if there's any other conversations. Is that correct? Yeah. Okay. Thank you. The council meeting is adjourned at 5:23.

Thank you.