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HomeMy WebLinkAboutresolution.council.032-25RESOLUTION 432 (Series of 2025) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A SEPARATION AGREEMENT BETWEEN THE CITY OF ASPEN AND SARA G. OTT AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a Separation Agreement between the City of Aspen and Sara G. Ott, a true and accurate copy of which is attached hereto as Exhibit "A"; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF That the City Council of the City of Aspen hereby approves that Separation Agreement between the City of Aspen and Sara G. Ott, a copy of which is attached hereto and incorporated herein and does hereby authorize the Mayor to execute said agreement on behalf of the City of Aspen. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the 25th day of February, 2025, Torre, Mayor I, Nicole Henning, duly. appointed and acting Cif 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 February 251n, 2025. Nicole City C Docusign Envelope ID: 2398382B-6987-484B-B29D-COF04DOADEA1 SEPARATION AGREEMENT FOR SARA G. OTT The following Separation Agreement ("Agreement") between Sara G. Ott, the undersigned Employee (referred to as "Ott") and the City of Aspen, together with its past and present officers, directors, employees, predecessors, successors and assigns, concerns Ott's employment with the City of Aspen and separation from employment. Section A - Separation Ott's separation from employment with the City of Aspen shall be effective as of February 28, 2025. Until separation, Ott shall receive all compensation to which she is entitled, including but not limited to continued wages at the annualized rate of $283,893,00, and accrued paid time off (PTO) leave less appropriate payroll and withholding tax deductions required by law. This annualized rate of $283,893.00 is based upon an increase of six percent (6%) over her annual salary set forth in the Fourth Addendum. Ott acknowledges that she is not aware of any fact that would support a claim for unpaid wages under the Fair Labor Standards act or state laws as all compensation has been paid to her. She is resigning her employment with the City in good standing. Section B — Consideration 1. The City of Aspen will, pursuant to the contract dated September 1, 2019, and its subsequent First, Second, Third, and Fourth Addendums (collectively "Employment Contract"), by and between Ott and the City of Aspen, and as consideration for the promises set forth in this Agreement, pay within twenty (20) days of the effective separation date: a. All benefits to which Ott is entitled as set forth in the City of Aspen Policy Manual, which shall be paid upon separation calculated on the new compensation rate of $283,893.00 set forth above with an effective date of September 1, 2024, including calculations for a lump sum payout for all her accrued but unused Extended Sick Leave and accrued but unused Paid Time Off Leave for the actual hours accrued through and including February 28, 2025. b. A lump sum payment calculated on the new compensation rate of $283,893.00 set forth above equivalent to ten (10) months' salary, less deductions for federal and state withholdings and payroll taxes as required by law and any additional deductions as directed by Ott. The City of Aspen shall treat such payment as compensation from which appropriate federal and state withholdings and payroll taxes shall be deducted. c. A lump sum payment for the retroactive salary pay to September 1, 2024, for her raise of 6.0%, less deductions for federal and state withholdings and payroll taxes as required by law and any additional deductions as directed by Ott. 1 Docusign Envelope ID: 2398382B-B987-484B-B29D-COF04DOADEA1 2. In addition, as further consideration for this agreement, the City agrees to the following: a. The City shall pay for a period of ten (10) months the total premiums for medical, dental, vision, life and disability insurance for Ott and her family. These payments shall be made directly for all such insurance whether through continued coverage under COBRA or on any other insurance that may be procured by Ott for herself and her family. b. Ott shall be able to utilize already purchased registrations and transportation for training at Case Western Reserve University as set forth in Exhibit A. Any further expenses will be at Ott's personal expense. c. The City shall distribute a press release as set forth in Exhibit B. Any statements made by the City Council members and Mayor shall be consistent with the press release. d. Paragraph 10 of the Employment Contract (Professional Liabilities) shall specifically survive the Employment Contract. e. Ott is resigning her employment with the City in good standing. She agrees that she will not apply for rehire for a period of one year from the date of this Agreement. Section C —Mutual Release and Covenant Not to Sue In consideration for the payments set forth in Section B above, Ott agrees to forever, unequivocally, and unconditionally release the City of Aspen from and covenants not to sue or assert against the City of Aspen and all of its related entities, directors, members, trustees, officers, current and former employees, agents, insurers, attorneys, predecessors, successors, and assignees (the City of Aspen and all the foregoing other persons and entities are referred to collectively in this agreement as the "Releasees"), any and all causes of action, whether at law or in equity, pertaining to or arising from the employment relationship of the parties and the termination of such employment relationship based in whole or in part upon any act or omission occurring on or prior to the date of termination of employment, whether negligent or intentional, without regard to Ott's present actual knowledge of any such act or omission. By signing this Agreement, Ott is expressly waiving Ott's right to any relief, recovery, attorneys' fees, or other monies in connection with any such complaint, charge, or proceeding brought against the Releasees. This restriction applies only to civil claims that may be filed in court directly by Ott, or anyone acting on Ott's behalf, including suits brought on Ott's behalf by Government Agencies (as defined below). In consideration of the covenants .herein, the City hereby forever releases, waives, and discharges Ott and her heirs from any and all actions, causes of action, claims, demands, losses, damages, costs, attorneys' fees, and liabilities whatsoever, known or unknown, Docusign Envelope ID: 2398382B-B987-484B-B29D-COF04DOADEA1 suspected or unsuspected, past, present, or future. The Agreement does not affect Ott's right to file a charge with or participate in an investigative proceeding before the Equal Employment Opportunity Commission, state civil rights agency, or another federal, state, or local government agency or to communicate or cooperate with any such agency in its investigation, none of which shall constitute a breach A this Agreement. However, Ott is expressly waiving Ott's right to any relief, recovery, attorneys' fees, or other monies in connection with any such complaint, charge, or proceeding brought against the Releasees, regardless of who filed or initiated any such complaint, charge, or proceeding. Causes of action as used in this Section shall mean all claims, causes, judgments, damages, losses, liabilities, and demands of any kind and nature whatsoever, whether intentional or negligent, known or unknown, in law or in equity, individually or as part of a class action, occurring on or prior to the date of execution of this Agreement, arising under any constitution, federal, state, or local law(s), including but not limited to: 1. All claims or demands, directly or indirectly, relating to or arising out of Ott's employment relationship with the City of Aspen, or the termination of that relationship; 2. All claims for violation of any federal, state, or municipal statute, including but not limited to. a. Title VII of the Civil Rights Act of 1964, as amended; b. the Colorado Anti -Discrimination Act (CADA), c. the Family and Medical Leave Act (FMLA); d. the Americans with Disabilities Act (ADA); e. the Age Discrimination in Employment Act (AREA); and, f. City of Aspen, Colorado Non -Discrimination Ordinances. 3. All claims arising from any theory under common law such as breach of contract, express or implied, promissory estoppel, detrimental reliance, wrongful discharge, t%J %JLLs interference with contract rights, infliction of emotional distress, and defamation; 4. All claims for violation of any federal, or any state, constitution, law, or statute; 5. All claims arising out of any other laws and regulations relating to employment or employment discrimination, including claims arising under common law including any tort, contract, or equitable theory; and 6. All claims for attorneys' fees and costs. This General Release and Covenant not to sue does not apply to claims under federal, state, or local law (statutory, regulatory, or otherwise) that may not be lawfully waived and released, such as vested retirement benefits (if any), COBRA rights, unemployment compensation, and workers' compensation. 3 Docusign Envelope ID: 2398382B-B987-484B-B29D-COF04DOADEA1 Section D - ADEA and Older Workers Benefit Protection Act Release In addition to the General Release contained in Section C, Ott knowingly, voluntarily, and irrevocably discharges and releases Releasees and each of them from any claims arising under the ADEA. Ott acknowledges that Ott has been informed pursuant to the federal Older Workers Benefit Protection Act of 1990 that: 1. Ott is advised to and has consulted with an attorney before signing this Agreement. 2. Ott does not waive rights or claims under the federal Age Discrimination in Employment Act that may arise after the date this Agreement is executed. 3 . Ott has twenty-one (21) days from the date of receipt of this Agreement to consider this Agreement. Ott acknowledges that if Ott signs this Agreement before the end of the twenty-one (21) day period, it will be Ott's personal, voluntary decision to do so and that Ott has not been pressured to make a decision sooner. 4. Ott has seven (7) days after signing this Agreement to revoke the Agreement and the Agreement will not be effective until that revocation period has expired. The rescission must be hand delivered within the seven days to Courtney DeVito, Human Resources Director, 427 Rio Grande Place, Aspen, CO 81611. 5. This agreement shall not be effective or enforceable until after the seven (7) day revocation period has expired. Ott understands that Ott will not receive any the benefits set forth in Section B.2., if Ott voids her signature or revokes this Agreement. Further, Ott acknowledges that if the agreement is revoked, Council may request immediate separation pursuant to the terms of her Employment Contract. Section E - Miscellaneous 1. Severability. If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions. Such remaining provisions shall be fully severable, and this Agreement shall be construed and enforced as if such invalid provisions never had been inserted in the Agreement. 2. Receipt of Agreement. Ott acknowledges that Ott received this Agreement on February 20, 2025. 3. Entire Ag;rreement. This Agreement represents the entire agreement and understanding between Ott and the City of Aspen, Ott's employment with and separation from the City of Aspen, and the events leading thereto and associated therewith. This Agreement supersedes and replaces all prior agreements and understandings concerning Ott's relationship with the City of Aspen. This Agreement cannot be amended unless said amendment is reduced to writing and signed by Ott and an authorized representative of the C0ty. Docusign Envelope ID: 2398382B-B987-484B-B29D-COF04DOADEA1 4. Colorado Open Records Act. This document may be deemed public record under the Colorado Open Records Act. 5. Choice of Law. The parties agree that the laws of the State of Colorado shall govern this Agreement. 6. Non -Admission. It is understood that, among other things, this Agreement is an accommodation of the desires of each Party, and the above -mentioned covenants are not and should not be construed as an admission or acknowledgment of either Party of any liability whatsoever to the other Party or any other person or entity. 7. Modification. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Parties. 8. Successors and Bindin E� The Agreement shall be binding upon the Parties, their heirs, successors and assigns and embodies the entire Agreement of the Parties. 9. Counterparts. This Agreement may be executed in counterparts. A photocopy or facsimile copy of this Agreement shall be as effective as the original. Ott hereby acknowledges the following: I have carefully read the above and I execute it voluntarily, fully understanding and accepting the provisions of this Agreement in its entirety and without reservation after having had sufficient time and opportunity to consult with my legal advisors prior to executing this Agreement. I have been advised to consult with an attorney prior to executing this Agreement. In agreeing to sign this Agreement I have not relied on any statements or explanation made by the City of Aspen. I have had at least twenty-one (21) days to consider this Agreement. I understand that if I do not return this Agreement signed by me to the City of Aspen within the twenty-one (21) day consideration period this offer will expire. I understand that I may revoke and cancel the Agreement within seven (7) days after signing it by serving written notice upon City of Aspen. ��nployee: 2/24/2025 � 9:00:02 AM PST Date 2/24/2025 � 10:13:02 AM CST Date 5 Docusign Envelope ID: 2398382B-B987-484B-B29D-COF04DOADEA1 of Aspen: DocuSigned by: �f(At, tit,Vu14 ATTEST: 2/26/2025 111:25:21 AM PST Date 2/26/2025 11:37:21 AM MST Date Docusign Envelope ID: 2398382B-B987-484B-B29D-COF04DOADEA1 Exhibit A To Separation Agreement Professional Meetings/Trainings 1. Case Western Reserve University, Trainings Dates: May 6 and 8, 2025, and July 16-17, 2025. Location: Cleveland, Ohio. *Any additional costs incurred after the resignation date are the responsibility of Ott. Docusign Envelope ID: 2398382B-B987-484B-B29D-COF04DOADEA1 EXHIBIT B CITY OF ASPEN FOR IMMEDIATE RELEASE For more information, please contact: Department Campaign Contact Phone: Email: Carolyn Sackariason, communications co -manager Phone: (970) 319-2791 Email: Carolyn.sackariason@aspen.gov Press Release Aspen City Council announces the resignation of City Manager Sara Ott Resignation effective Feb. 28, 2025 Aspen, CO —Aspen City Council announces that Ott will resign from her position effective Feb. 28, 2025. Diane Foster, deputy city manager, will be acting city manager until further plans are announced. Council is committed to maintaining continuity of operations and services for the Aspen community during this transition. 'The city of Aspen remains in steady hands," said Mayor Torre. "While we navigate this leadership transition, our dedicated team will ensure that city services continue uninterrupted. The city's leadership team will continue to guide staff in doing the values -driven work of the organization and for the community with service, partnership, innovation and stewardship in mind. "The council is fully committed to a smooth transition, and we appreciate the community's trust as we move forward together," Torre continued. "On behalf of the City Council and the entire Aspen community, we thank Sara for her years of service and wish her the best in her next chapter." Ott has been city manager since 2019 and was initially hired as assistant city manager in 2017. During her tenure, Ott has advanced key initiatives that have strengthened Aspen's infrastructure, affordable housing, sustainability efforts, and community engagement. Under her leadership, the city has navigated significant challenges while maintaining a commitment to responsible governance and forward -thinking policy, including CovicI49 impacts. Reflecting on her time in Aspen, Ott remarked, "It has been an honor to serve as City Manager and work alongside such a talented and committed team. 1 am appreciative of the opportunity to accomplish and Docusign Envelope ID: 2398382B-B987-484B-B29D-COF04DOADEA1 advance many initiatives that continue to shape Aspen's future. I am grateful to the City Council, staff, and community members for their collaboration and support during my tenure." Council in the coming weeks will outline a plan for the recruitment and selection process of a new city manager, prioritizing stability, community engagement, and the continued excellence of city services.