Agenda Item - 2022-12-20 - Number 6.08 - Resolution 22-42, City Attorney Employment Contract 6.8
COUNCIL REPORT
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Subject: Resolution 22-42, Authorizing the Mayor to Execute a City Attorney Employment
Agreement
Meeting Date: December 20, 2022 Staff Member: Megan Phelan, Assistant City Manager
Report Date: December 7, 2022 Department: City Manager's Office
Action Required Advisory Board/Commission Recommendation
❑ Motion ❑ Approval
❑ Public Hearing ❑ Denial
❑ Ordinance ❑ None Forwarded
❑X Resolution ❑X Not Applicable
❑ Information Only Comments:
❑ Council Direction
❑X Consent Agenda
Staff Recommendation: Approve Resolution 22-42
Recommended Language for Motion: Move to approve Resolution 22-42 authorizing the
Mayor to execute a City Attorney employment agreement
Project/ Issue Relates To:
Issue before Council (Highlight Policy Question):
❑Council Goals/Priorities ❑Adopted Master Plan(s) ❑X Not Applicable
ISSUE BEFORE COUNCIL
BACKGROUND
After a recruitment process, the involving stakeholders and staff, the City Council has identified
Ellen Osoinach as the successful candidate for the position of City Attorney.The parties have
reached agreement on an employment contract, attached as Exhibit 1 of Resolution 22-42.
Respect. Excellence. Trust. Service.
503-635-0215 380 A AVENUE PO BOX 369 LAKE OSWEGO,OR 97034 WWW.LAKEOSWEGO.CITY
Page 2
RECOMMENDATION
Approve Resolution 22-42 authorizing the Mayor to execute a City Attorney employment
agreement.
ATTACHMENTS
1. Resolution 22-42 with Exhibit 1
Respect. Excellence. Trust. Service.
503-635-0215 380 A AVENUE PO BOX 369 LAKE OSWEGO,OR 97034 WWW.LAKEOSWEGO.CITY
ATTACHMENT 1
RESOLUTION 22-42
A RESOLUTION OF THE LAKE OSWEGO CITY COUNCIL AUTHORIZING THE MAYOR TO EXECUTE A CITY
ATTORNEY EMPLOYMENT AGREEMENT.
WHEREAS, the City Council has conducted an extensive and thorough recruitment for the position of City
Attorney; and
WHEREAS, the City Council has identified a candidate with the experience, skills and personal qualities to
provide superior service as City Attorney;
NOW THEREFORE, BE IT RESOLVED,that:
Section 1. The Mayor is authorized to execute an Employment Agreement,substantially in the form
attached as Exhibit 1, hiring Ellen Osoinach to serve as City Attorney for the City of Lake Oswego,with the
term of office to begin on January 23, 2023;
Section 2. This resolution shall take effect upon passage.
Approved and adopted by the City Council of the City of Lake Oswego at a regular meeting held on the
20th day of December, 2022.
AYES:
NOES:
ABSTAIN:
EXCUSED:
Joseph M. Buck, Mayor
ATTEST:
Kari Linder, City Recorder
APPROVED AS TO FORM:
Evan Boone, City Attorney Pro Tem
EXHIBIT 1
CITY ATTORNEY EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT("AGREEMENT") is made and entered into this 20th day
of December,2022 by and between the City of Lake Oswego, Oregon("City"),and Ellen
Osoinach("Employee").
Recitals
WHEREAS,the City desires to employ Employee as City Attorney of the City of Lake Oswego;
and
WHEREAS,Employee desires to accept the position of City Attorney of the City of Lake
Oswego.
Agreement
NOW THEREFORE, in consideration of the mutual promises contained herein,the parties hereto
agree as follows:
1. Employment
A. General.
Employee is hereby employed by the City as City Attorney of the City of Lake
Oswego, Oregon. Employee accepts this position on the terms and conditions set forth below.
B. Effective Date.
The effective date for commencement of employment is January 23,2023.
2. Duties
Employee shall perform the functions and duties specified for the position of City
Attorney by the City Charter and Code of the City of Lake Oswego, and by any other applicable
ordinances,resolutions, or policies of the City,together and with such other duties as may be
lawfully assigned by the City Council. Employee shall at all times loyally and conscientiously
perform all the duties and obligations required of them, either expressly or implicitly,by the
terms of this AGREEMENT. Employee shall devote full time to this position and responsibilities,
and shall not accept any additional employment without advance approval by the City Council in
its sole discretion.
3. Term of Employment
Employee's employment shall commence on the date set forth in paragraph 1.B. of this
AGREEMENT. Employee shall remain in the exclusive employ of the City thereafter subject to
termination of the employment by either party as provided below.
4. Salary
Employee shall be paid a salary in installments at the same time as other employees are
paid. Starting annual salary is $176,411.52,which is Step 5 of the salary range. Any additional
Page 1 —City Attorney Employment Agreement
step increases,cost of living adjustments, salary range adjustments, and changes to benefits are
subject to City Council approval.
5. Retirement Plan
City agrees to contribute to the Public Employees Retirement System the same
percentage of Employee's base salary as provided to other similarly situated management
employees.
City also agrees to match,dollar for dollar,Employee's contribution of up to 5%of the
Employee's salary annually to any deferred compensation 457 program that now or hereafter is
offered by the City to its management employees. The City's contribution shall further be limited
to an amount that,when combined with Employee's contribution, shall not exceed the maximum
allowed annual contribution to the 457 program(currently$20,500), excluding the maximum
contribution allowed pursuant to any catch-up provision.
6. Life and Disability Insurance
City shall provide Employee with term life insurance in the amount of$160,000. City
shall also provide Employee with long term disability insurance equal to that provided for other
City management employees.
7. Health and Dental Insurance
City shall provide Employee with group health and dental insurance equal to that
provided by City for other management employees,beginning on the first day of the month
following the commencement of employment. Employee shall pay monthly health and dental
insurance contributions equal to that required of other management employees.
8. Voluntary Employee's Beneficiary Association(VEBA)
City shall provide Employee with a$50.00 per month contribution into a Voluntary
Employees' Beneficiary Association(VEBA)program.
9. Vacation,Holidays, and Sick Leave
A. Vacation and Holidays.
Employee shall accrue vacation at the rate of 4.2 weeks per year(14.33 hours per
month). Employee may accrue vacation up to a total of 500 hours.When Employee exceeds the
maximum allowable vacation amount,the City on a monthly basis, shall contribute the value of
the excess vacation into the employee's VEBA account. In addition,immediately upon
commencement of employment, Employee shall be credited with a starting bank of 40 hours of
vacation. Effective January 1, 2023, Employee shall be credited with management leave of 16
hours(prorated from the annual total of 32 hours). Effective July 1, 2023, Employee shall be
credited with 32 hours(current amount)of management leave, and annually thereafter, in the
same manner as provided to other management employees. Employee shall also be provided the
same holidays provided to other management employees. Employee shall be paid out all accrued
unused vacation at the termination of Employee's employment.
Pagc 2—City Attorney Employment Agreement
B. Sick Leave
Employee shall be entitled to sick leave at the rate of accrual and conditions as
provided generally for other management employees(currently eight hours per month). Employee
may accrue sick leave up to a total of 1,200 hours. In addition,immediately upon commencement
of employment,Employee shall be credited with a starting bank of 20 hours of sick leave. There
shall be no compensation for unused sick leave at the termination of Employee's employment.
10. Cell Phone Allowance
Employee shall be entitled to a monthly cell phone allowance at the same rate and
conditions as provided generally for other management employees.
11. Dues and Professional Development
City agrees to pay for the professional dues and participation of Employee in national,
regional, state and local associations and organizations reasonably necessary and desirable for
Employee's continued professional growth and development and for the good of the City, subject
to City Council budget decisions.
12. Performance Evaluation and Feedback
Employee will seek frequent informal feedback on performance from the Mayor and
individual City Council members.A more formal performance review will be conducted by the
City Council as a body in December of each year,and at any other time that the City Council,in
its sole discretion,desires to conduct a review.
13. Termination of Employment
A. Termination Basis
(i) At Will Employment
It is expressly understood and agreed between the parties that Employee serves as
an at-will employee of the City. Either Employee or the City Council may terminate the
Employee's employment relationship with the City at any time with or without cause, and except
as provided below,no severance is to be paid.
(ii) For Cause Termination
The City Council may terminate the services of the Employee for cause, which
are the events listed in Subsection C below.
B. Notice and Severance Pay
Subject to the requirements and limitations set forth below, in the event that the
City terminates Employee's employment without cause while Employee is still willing and able
to perform Employee's duties, Employee shall be entitled to:
(i) Not less than sixty days' prior notice of such termination;
Page 3 City Attorney Employment Agreement
(ii) A severance payment equal to six(6)months of salary,plus an additional
amount equaling the total the City contributed to Employee's deferred compensation under the
City 457 program pursuant to paragraph 5 of this AGREEMENT during the six months preceding
the date of the notice of termination(subject to the maximum allowed annual contribution limit
that would have applied if the additional severance amount had been contributed to the 457
program and if Employee had matched that additional contribution); and
(iii) In addition, as available through Consolidated Omnibus Reconciliation
Act(COBRA) election,Employee shall have full health, dental,and vision insurance benefits in
effect on the date of termination paid by City for a period of six months following the date of
termination or until re-employment in a position that provides the same or better insurance
benefits,whichever is earlier. In order to receive this extension of insurance benefits,Employee
must exercise COBRA rights. Employee shall have the obligation to promptly notify Human
Resources in writing(via email)if reemployment with insurance benefits has occurred and to
otherwise cooperate in responding to inquiries regarding the level of benefits provided through
such reemployment.
(iv) As a condition to receiving the benefits described in paragraphs(i)-(iii)
above, including severance payment and extension of benefits and prior to the delivery of such
payment and benefits,Employee agrees to execute and deliver to City a release of claims drafted
by the City,releasing the City and its agents,representatives and insurers from any and all claims
that Employee may have against City. The severance payment, and extension of benefits as
described, shall release the City from any further obligations under this AGREEMENT, and any
claims of any nature that Employee might have against the City by virtue of their employment or
termination thereof
The City reserves the right to pay Employee's regular wages and benefits in lieu of all or any
portion of the sixty days' notice period referenced in B.(i) above.
C. Exceptions to Notice and Severance Pay Requirements
Employee shall not be entitled to prior notice of termination,or a severance
payment and extended benefits listed in 12.B.(i)-(iii),in any of the following events:
(i) Employee is terminated for cause,which shall mean willful misconduct,
willful failure to carry out or abide by the lawful directions or decisions of the City Council,
dishonesty or gross malfeasance.
(ii) Employee commits a serious violation of City personnel policy/policies
or standards of conduct that the City Council determines justifies termination.
(iii) Employee is convicted of any crime.
(iv) Employee resigns or retires from their employment with the City.
(iv) Employee becomes physically or mentally unable to perform the
essential duties of the City Attorney with reasonable accommodation as required by law.
D. Resignation or Retirement
Page 4—City Attorney Employment Agreement
Employee shall provide City not less than 30 calendar days' advance notice of
termination of their employment by resignation or retirement.
14. Use and Return of City Property
Employee recognizes and agrees that all property provided by the City to the Employee
shall be and remain the property of the City. Employee will preserve,use,and hold City property
only for the benefit of the City and to carry out the City's business.When Employee's
employment is terminated,Employee will immediately deliver to City all City property, including
all originals and copies of records,Employee has in Employee's possession or control.
15. Arbitration
The parties agree that any issue which has not been released pursuant to Section 14.B.ii
above arising from Employee's employment, employment termination or whether a party has
breached this AGREEMENT that cannot be resolved informally, shall be submitted to
confidential,binding arbitration in Lake Oswego, Oregon. The arbitration shall be conducted in
confidence and pursuant to the then current rules of the American Arbitration Association for
employment disputes,unless the parties agree to some other arbitration procedure. Except as
otherwise required by law,the parties shall share equally the arbitrator's fees, and each party
shall be responsible for its own attorney's fees and related costs at arbitration or in any litigation
or court action relating to the arbitration.
ORS 36.620(6)Acknowledgment:
I acknowledge that I have received and read or have had the
opportunity to read this arbitration agreement.I understand that this
arbitration agreement requires that disputes that involve the matters
subject to the agreement be submitted to mediation or arbitration
pursuant to the arbitration agreement rather than to a judge and jury
in court.
s/Ellen Osoinach December 13,2022
ELLEN OSOINACH Date:
16. Personnel Policies
The terms and provisions of the City's Personnel Policies shall apply to Employee,as
now adopted or hereafter amended, except to the extent provided otherwise in this
AGREEMENT.
17. Modification or Amendment
No amendment,change, or modification of this AGREEMENT shall be valid,unless in
writing and signed by both parties.
18. Entire Agreement
This AGREEMENT constitutes the entire agreement between the parties, integrates all of
the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiation of
Page 5—City Attorney Employment Agreement
previous agreements between the parties with respect to all or any part of the subject matter
hereof.
19. Waiver
Failure of either party at any time to require performance of any provisions of this
AGREEMENT shall not limit the parties' right to enforce the provision,nor shall any waiver of
any breach of any provision be a waiver of any succeeding breach of the provision itself or of any
other provision.
20. Severability
If any provision, or any portion thereof, contained in this AGREEMENT is held to be
unenforceable,the remainder of this AGREEMENT or portion thereof shall be deemed severable
and shall not be affected and shall remain in full force and effect.
CITY OF LAKE OSWEGO, OREGON
BY:
Joseph M. Buck, Mayor Date
Authorized by the City Council on: December 20, 2022
December 13, 2022
ELLEN OSOINACH Date
Page 6—City Attorney Employment Agreement