HomeMy WebLinkAboutresolution.council.095-19 RESOLUTION #95
(Series of 2019)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN AND SARA OTT,
APPOINTING MS. OTT AS CITY MANAGER OF THE CITY OF ASPEN AND
AUTHORIZING THE MAYOR TO EXECUTE SAID CONTRACT ON BEHALF OF THE
CITY OF ASPEN, COLORADO.
WHEREAS, pursuant to Section 6.1 of the Home Rule Charter of the City of Aspen, the council,
by a majority vote, shall appoint a city manager within a reasonable time whenever a vacancy
exists in such position. The city manager shall be the chief administrative officer of the City;
WHEREAS, following the resignation of Steve Barwick as City Manager, City Council initiated
an extensive search process to find a qualified candidate for the position of City Manager;
WHEREAS, based on the results of the search, the City Council directed staff to pursue
negotiations with Sara Ott for appointment as City Manager; and,
WHEREAS, following such negotiations, a proposed employment contract was drafted. Such
contract has been submitted to City Council for the appointment Sara Ott as City Manager for the
City of Aspen, a true and accurate copy of which is attached hereto as "Exhibit A."
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves the Employment Contract by
and between Sara Ott and City of Aspen, and hereby authorizes the Mayor to execute such
contract, a copy of which are annexed hereto and incorporated herein, on behalf of the City of
Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on
the 3rdof September 2019.
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Torre, Mayor
I, Linda Manning, duly appointed and acting City Clerk do certify that the foregoing is a
true and accurate copy of that resolution adopted by the City Council of the City of Aspen,
Colorado, at a meeting held on the 3d of September 2019.
Linda Mammn , City Clerk
EMPLOYMENT AGREEMENT
for
City Manager
This Employment Agreement for City Manager ("Agreement") is entered into on this 3 d day of
September 2019, by and between the CITY OF ASPEN ("City"), a municipal corporation,
and SARA G. OTT ("Employee").
WHEREAS, Employee is currently employed by the City as the City's Interim City Manager
("ICM")•
WHEREAS, the City desires to permanently employ Employee to act as and perform the duties of
the City Manager during the period set forth herein (hereinafter referred to as "City Manager");
and,
WHEREAS, Employee is agreeable to act as and perform the duties of the City Manager under the
terms and conditions of this Agreement.
NOW,THEREFORE,THE PARTIES AGREE AS FOLLOWS:
1. TERM. The effective date of this Agreement shall be September 1, 2019 and the term
indefinite as required by the City's Charter. The parties acknowledge that the term of this
Agreement extends beyond one fiscal year, which makes this Agreement a multiple fiscal year
financial obligation for which the City would be obligated to irrevocably pledge present cash
reserves for the salary and benefits. The City will budget and appropriate for the salary and
benefits provided for the first full fiscal year under this Agreement and thereafter such amounts
shall be subject to appropriation; however, pursuant to Paragraph 9, the Agreement may be
terminated without cause. Accordingly, upon approval of this Agreement by the City, the City
shall make an irrevocable pledge of City cash reserves in an amount sufficient to fund the
City's obligations under Paragraph 9 of this Agreement.
2. DUTIES. The Employee shall perform the usual and necessary duties and tasks of the
City Manager for a home rule municipality, subject to the direction and control of the City
Council. Without limiting the generality of the preceding, such duties and tasks shall include the
following matters:
2.1 Duties. The Employee shall have charge of the administration of the City under
the direction of the City Council and shall administer the City according to Aspen Municipal
Code, Aspen Home Rule Charter, and other City policies, requirements, directions,
regulations and guidelines. The Employee shall comply with the requirements and
directions of the City Council given in its municipal corporate capacity, whether by
consensus or majority vote. The Employee shall be the chief executive officer of the
City; shall hire, fire, assign and direct the workforce of the City under her supervision; shall
organize, reorganize and arrange the administrative and supervisory staff, as best serves
the needs of the City; shall timely suggest policies, procedures, and regulations deemed
necessary for best operations of the City; and shall, in general, perform all duties incident
to the office of City Manager and other duties as may be prescribed by the City Council.
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2.2 Services. This Agreement is intended by the parties to be a full-time agreement
and the Employee shall devote her attention to the functions of City Manager at all times
during the term of this Agreement. It is not contemplated that the Employee will ordinarily
perform services on weekends or legal holidays. However, it is intended that the
Employee shall remain available on such days to meet the responsibilities of City
Manager as are necessary. Further, the Employee shall keep the Mayor and the City
Council advised as to how she can be reached.
2.3 Relationship to City Council. The City Council shall promptly refer all criticisms,
complaints, and suggestions that come to its attention to the Employee for study and
recommendation unless the City Council determines that the welfare of the City or its
staff requires action inconsistent with this provision. The Employee shall have the
obligation, unless excused or on leave or vacation, to attend all City Council meetings and
provide administrative recommendations on each item of business considered by each of
these groups. The Employee, or the Employee's designee, shall be present at all meetings
of the City Council, except at such times when the City Council is meeting in executive
session for the purpose of evaluating the Employee's performance.
2.4 Outside Activities. The Employee shall devote her time, attention and energy to
the business of the City. Participation in outside activities by the Employee shall be
subject to notification to the City Council where the time requirements for such activities
are anticipated to be substantial, for example, conferences which require the Employee's
absence from the City for two or more regular business days.
2.5 Incorporation of Laws. This Agreement is subject to and includes all applicable
federal and Colorado laws and regulations and, to the extent consistent with the term,
salary, fringe benefits, and termination provisions herein, all duly-adopted policies,
procedures and regulations of the City which are in effect or which may become in effect
during the term of this Agreement; and the City Council specifically reserves the right to
change such policies, procedures and regulations at any time without prior notice;
provided, however, such changes shall not affect the term, salary, or termination
provisions of the Agreement during its term.
3. COMPENSATION. As compensation for her services, the City shall pay the Employee
an annual base salary of $203,000. Employee's annual base salary shall be increased by the
same percentage and at the same time any discretionary across-the-board increases are granted to
the City's remaining employees. Any adjustments in such compensation or contribution and their
effective dates shall be included in a written addendum to the Agreement signed by both parties.
Deductions authorized by law, City Council policy, or at the direction of the Employee may be
made from the monthly installments due the Employee pursuant to this subsection.
4. BENEFITS.
4.1 General Benefits. Except as may be otherwise provided herein, Employee shall
be provided the compensation and benefits offered to all other employees as provided for in
the City's Personnel Policies and Benefit Programs, including but not limited to: the
Goals and Outcome Measures Program and City Employee Housing Program. As used
herein, benefits include but are not necessarily limited to, personal time off, extended sick
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leave, holidays, retirement, health insurance, dental insurance, disability insurance, and
life insurance. Employee shall remain eligible to accrue and use credit time for any hours
worked overtime because Employee is exempt from overtime under the Federal Fair
Labor Standards Act.
4.2 Technology. Employee shall be provided a laptop, remote network access, and
smart phone at the City's expense for the performance of work-related tasks. This shall
additionally include at the City's expense the provision of technology services to the
Employee to be able to be in communication when out of cell phone range should the City
Council so desire. Nothing shall prohibit Employee from using this technology for personal
use.
4.3 Expense Reimbursement. The City recognizes that certain general expenses,
dues, subscriptions, travel and subsistence expenses are reasonably incurred by the
Employee in the performance of job-related activities, functions, meetings, professional
development, and professional conferences through organizations such as the
International City/County Management Association, Colorado Municipal League,Colorado
City/County Management Association, and the Colorado Association of Ski Towns.
The City agrees to budget and pay for or reimburse the Employee for these expenses;
provided, however, that the amount paid under this Paragraph 4.3 shall be limited by
the amount the Council budgets for such expenditures, which shall be in a minimum
amount of five thousand dollars ($5,000). Further, the City agrees to reimburse
Employee for expenses related to educational courses, short courses, executive coaching,
seminars and institutes that will benefit the City and improve Employee's professional
abilities; provided, that any such reimbursements may not exceed the amount the Council
budgets for such expenditures, which shall be in a minimum amount of two thousand five
hundred dollars($2,500).
4.4 Memberships. City shall reimburse Employee for membership and participation
in any community or civic organizations in which the City requires or encourages Employee
to participate; provided, that any such reimbursements may not exceed the amount the
Council budgets for such expenditures, but shall never be less than the actual costs of
membership and participation in any organization in which the City requires Employee
to participate. The City shall budget a minimum of two thousand five hundred dollars
($2,500) for such memberships and participation in the community and civic organizations.
4.5 Cash Out of Accrued Leave. Employee shall retain the rights she enjoyed as the
Assistant City Manager and Interim City Manager under the City's Compensation Program
in terms of the timing of her right to"cash out" accrued but unused leaves.
4.6 Extended Sick Leave and Paid Time Off. As of the effective date of this
Agreement, Employee shall receive an additional one hundred twenty (120) hours of
extended sick leave (ESL) in her ESL bank. Further, Employee shall accrue Paid Time Off,
(PTO) at the rate of 8.62 hours per bi-weekly pay period beginning May 1, 2021, the fourth
anniversary of the commencement of her employment with the City of Aspen.
4.7 Retirement. Commencing as of the effective date of this agreement,
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the City shall make an annual contribution amount (payable in equal proportionate amounts
each pay period)in an amount equal to eight percent(8%)of Employee's base salary payable
directly to a tax-shelter annuity selected by Employee. Employee shall be deemed one
hundred percent (100%) vested in her retirement plan upon the effective date of this
agreement.
4.8 Housing. Within thirty (30) days of execution of this Agreement, the City Council
shall take action to amend the previously executed City of Aspen Occupancy and Resale
Deed Restriction, Agreement, and Covenant dated January 17, 2018 between the City and
Employee (Resale Deed Restriction) with the amendments as set forth below. Such
amendment to the Resale Deed Restriction shall be recorded.
4.8.1 A in e n d i n g the time Employee has to sell back the unit to the City in
the event employment with the City is terminated, with such new time requirement
to be the current six-month timeframe or at least thirty (30) days after the end of
the then current school year,whichever is longer.
4.9 Bonding. The City shall bear the full cost of any fidelity or other bond required of'
Employee as City Manager under any law or ordinance.
5. EVALUATIONS. The City Council and Employee shall define such goals and
performance objectives which they determine necessary for the proper operation of the City or
the attainment of the City Council's policy objectives, and the City Council and Employee shall
further establish a relative priority among those various goals and objectives to be reduced to
writing. These objectives shall be obtainable generally within the time limits as specified and
within the annual operating budgets and appropriations provided. The achievement of these goals
and performance objectives shall be considered part of Employee's performance duties. No later
than November 30, 2019, the City Council shall establish goals and objectives for her performance
hereunder. Subsequently, on an annual basis, no later than September 1 of each year of this
agreement, City Council shall evaluate the performance of the Employee and establish new goals
and objectives for her performance hereunder and consider any appropriate adjustments to the
base salary consistent with the City's compensation program. Employee shall have the option to
have such performance evaluations in open public meeting or in executive session.
6. CONSULTATION. The Employee,with the prior consent of the City Council and the City
Attorney and at no cost to the City, may undertake consultation work, speaking engagements,
writing and lecturing for honoraria and expenses provided that such activities do not, in the
judgment of the City Council (which approval will not be unreasonably withheld), interfere with
the Employee's performance of her duties under this Agreement.
7. DISABILITY. Should the Employee be unable to perform any or all of her duties by
reason of illness, accident, or other causes beyond her control and such disability exists for a
period of more than one month, the City may, in the discretion of the City Council, make a
proportionate deduction from the Employee's salary, and if such disability continues for more
than three months or is permanent or of such nature as, in the judgment of the City Council and
subject to applicable state and federal laws including, without limitation, the Americans with
Disabilities Act, the Family Medical Leave Act, and the Colorado Family Care Act, to make the
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perfonnance of the essential functions of her position with reasonable accommodation
impossible,the City may, in the discretion of the City Council,terminate this Agreement.
8. TERMINATION. Notwithstanding the provisions of Paragraph 1 of this Agreement,
this Agreement may be terminated by:
8.1 Mutual agreement of the parties.
8.2 Disability of the Employee pursuant to Paragraph 7.
8.3 Discharge for good and just cause relating to the Employee's duties. The term
"good and just cause" shall include, but not be limited to, a material breach of the terms
and conditions of this Agreement, unsatisfactory performance of duties such as
malfeasance, misfeasance, or nonfeasance, and other good and just cause. However, the
City Council shall not arbitrarily and capriciously dismiss the Employee. In the event the
City Council believes that it has good and just cause for dismissal as defined herein, it
shall give the Employee an enumeration of such cause in writing; a summary of the
evidence, including the names of witnesses and copies of any documents supporting the
alleged cause; and the opportunity for a hearing with respect to such good and just cause
before the City Council or, at the City Council's option, before an arbitrator pursuant to
the provisions of the paragraph below captioned Alternate Dispute Resolution. The hearing
may be in open session at Employee's option. City shall pay the discharge proceedings in
full with the exception of if the Employee chooses, she may, at her sole expense, be
accompanied by legal counsel at any hearing, and shall pay her own attorney's fees.
8.4 Unilateral termination without cause by the City or a request from the City Council
for Employee's resignation of employment as City Manager. In the event that Employee is
terminated pursuant to Section 8.4, Employee shall be entitled to severance in an amount
equivalent to ten (10) months' salary at her then base salary pay rate. The severance
payment, along with any cash out of accrued but unused leave pursuant to Section 4.5, shall
be made within twenty (20) days of termination. City shall pay for a period of ten (10)
months the total premiums for medical, dental, vision, life and disability insurance for
Employee and her family.
8.5 Death of the Employee.
8.6 Unilateral termination by the Employee by providing thirty (30) days' written
notice.
9. INTELLECTUAL PROPERTY. Unless otherwise agreed upon in an instrument in
writing, all intellectual property created by the Employee in her employment capacity shall be
owned by the City. Intellectual property, regardless of whether there are any protections by
patent,copyright,trademark,trade secret, or other law, includes,but is not limited to, the following:
inventions, discoveries, trade secrets, trade and service marks, writings, software, literary
works, programs, and spreadsheets. The Employee shall timely provide written instructions
regarding the use of intellectual property in a manner so that other City employees can easily
and effectively utilize such intellectual property. Notwithstanding the foregoing, the
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Employee may keep copies of any speeches, presentations or other published writings that she
gave or authored during the term of the Agreement and publicly use or refer to them for non-
commercial purposes.
10. PROFESSIONAL LIABILITY.
10.1 Hold Harmless. The City agrees that, to the extent permitted by law, it shall
defend, hold harmless and indemnify the Employee from any and all demands, claims,
suits, actions, and legal proceedings at law or in equity (specifically excluding, however,
any demand, claims, suits, actions, or legal proceedings brought against the Employee by
or on behalf of the City, and any criminal proceedings brought against the Employee), in
her individual capacity or in her official capacity as agent and employee of the City,
provided the incident giving rise to the claim arose while the Employee was acting in
good faith and within the scope of her employment and not willfully or wantonly.
10.2 Provision of a Defense. The obligations of the City pursuant to this Paragraph 10
shall be conditioned on prompt notification to the City by the Employee of any threatened
or reasonably contemplated claim; full cooperation by the Employee with the City and its
legal counsel in defending the claim; and the Employee not compromising, settling,
negotiating or otherwise similarly dealing with the claim without the express consent of
the City Council.
10.3 Reimbursement. In the event the City has provided a defense pursuant to this
paragraph, and a court or other decision making body having jurisdiction over the matter
determines that the act or omission of the Employee did not occur during the performance
of her duties hereunder and within the scope of her employment or that the act or omission
was willful or wanton or not in good faith, the Employee shall reimburse the City for
all costs of such defense and indemnity actually incurred and paid on her behalf by the
City.
10.4 No Individual Liability. In no event shall individual City Council members be
individually or collectively liable or responsible to the Employee for defending or
indemnifying the Employee against such demands, claims, suits, actions, and legal
proceedings.
11. REIMBURSEMENT OF ATTORNEY'S FEES. The City shall reimburse the
Employee up to a maximum of two thousand five hundred dollars ($2,500) for attorney's fees
expended in the negotiations of this Agreement. Employee shall provide the City will appropriate
documentation of such attorney's fee. This is a one-time payment.
12. ASSIGNMENT. This Agreement shall not be assigned or delegated except with the
prior written consent of the parties.
13. NOTICES. Any notice required or permitted by this Agreement shall be in writing and
shall be deemed to have been sufficiently given for all purposes if sent by certified or registered
mail, postage and fees prepaid, addressed to the party to whom such notice is intended to be
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given at the address set forth on the signature page below, or at such other address as has been
previously furnished in writing to the other party or parties. Such notice shall be deemed to have
been given when deposited in the U.S. Mail.
To City: Mayor&City Council,City of Aspen
130 South Galena St.
Aspen, CO 81611
With copy to: Jim True,City Attorney
130 South Galena St.
Aspen, CO 81611
Phone (970) 920-5108
Emailaddress:jim.true(c)cityofaspen.com
To Employee: Sara G. Ott
22 W Water Place
Aspen, CO 81611
Ernail address:sara.ottAcityofaspen.corn
Phone: (970)920-5083
With copy to: Adele Reester,Esq.
Lyons Gaddis
515 Kimbark Street
Longmont,CO 80504
Email address:areester n,lyonsgaddis.com
Phone: (303)776-9900
Any party may change her/its address for purposes of this section by giving the other party
written notice of the new address.
14. PARAGRAPH CAPTIONS. The captions of the paragraphs are set forth only for
convenience and reference, and are not intended in any way to define, limit, or describe the
scope or intent of this Agreement.
15. ADDITIONAL DOCUMENTS OR ACTION. The parties agree to execute any
additional documents and to take any additional action necessary to carry out this Agreement.
16. INTEGRATION AND AMENDMENT. This Agreement represents the entire agreement
between the parties and there are no oral or collateral agreements or understandings. This
Agreement may be amended only by an instrument in writing signed by the parties. Each party
waives her/its future right to claim, contend, or assert that this Agreement was modified,changed,
canceled, superseded, or changed by any oral agreement, course of conduct, waiver, or estoppel.
17. ALTERNATE DISPUTE RESOLUTION. Except as otherwise provided in the
paragraph above captioned Termination, in the event of any dispute or claim arising under or
related to this Agreement, the parties shall use their best efforts to settle such dispute or claim
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through good faith negotiations with each other. If such dispute or claim is not settled through
negotiations within 30 days after the earliest date on which one party notifies the other party in
writing of its desire to attempt to resolve such dispute or claim through negotiations, then the
parties agree to attempt in good faith to settle such dispute or claim by mediation conducted
under the auspices of the Judicial Arbiter Group (JAG) of Denver, Colorado or, if JAG is no
longer in existence, or if the parties agree otherwise, then under the auspices of a recognized
established mediation service within the State of Colorado. Such mediation shall be conducted
within 60 days following either party's written request therefor. If such dispute or claim is not
settled through mediation, then either party may initiate a civil action in the District Court for
Pitkin County.
18. GOVERNING LAW. This Agreement shall be governed by the laws of the State of
Colorado and by all duly adopted policies, rules, and regulations of the City Council now in
effect or hereafter adopted by the City Council.
19. BINDING EFFECT. This Agreement shall inure to the benefit of, and be binding upon,
the parties, and their respective legal representatives, successors, and assigns; provided, however,
that nothing contained in this paragraph shall be construed to permit the assignment of this
Agreement.
20. WAIVER. The waiver of any breach of any provision hereunder by either party to this
Agreement shall not be deemed to be a waiver of any other provision or subsequent breach
hereunder, nor shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party marking the waiver.
21. CONSTRUCTION OF TERMS. The language of all parts of this Agreement shall be
construed according to their plain meaning and shall not be construed for or against either party.
Any rule of construction to the effect that ambiguities are to be resolved against the drafting
party shall not apply in the interpretation of this Agreement or any amendment or exhibits hereto.
22. SEVERABILITY. If any term, provision, covenant or condition of this Agreement is
held by a court of competent jurisdiction to be unenforceable, void, or invalid, in whole or in
part, for any reason, the remainder of this Agreement shall remain in full force and effect. In the
event of such entire or partial invalidity, the parties hereto agree to enter into supplemental or
other agreements to effectuate the intent of the parties and the purpose of this Agreement.
Sara Ott
CITY OF ASPEN
By
Torre
Mayor, City of Aspen
8
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APPROVED AS TO FOR
ity Attorney
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