EMPLOYMENT AGREEMENT BETWEEN THE TOMS RIVER MUNICIPAL UTILITIES AUTHORITY AND ROBERT J. DIBIASE, EXECUTIVE DIRECTOR September 5, 2018 through September 5, 2021 THIS AGREEMENT made this day of sSeptnbest 2018. BY AND BETWEEN The Toms River Municipal Utilities Authority 340 West Water Street Toms River, NJ 08753 (Hereinafter referred to as “Authority") AND: ROBERT J. DIBIASE 257 South Shore Drive Toms River, New Jersey 08753 (Hereinafter referred to as “DIBIASE") WITNESSTH WHERES, the Authority has heretofore created the position of Executive Director, pursuant to N.J.S.A, 40:14B-18, and is desirous of employing a suitable person to function on its behalf in this position; and WHEREAS, DIBIASE is well qualified for the position; and WHEREAS, N.J.S.A, 40:14B-18, provides the Authority may appoint and employ an Executive Director and it shall determine the qualifications, terms of office for periods not to exceed five years, duties and compensation and enter into contracts therefore; and WHEREAS, the Authority and DIBIASE desire to set forth the terms and conditions of his employment as Executive Director; NOW, THEREFORE, in consideration of the salary to be paid and other good and valuable consideration, and the mutual promise, covenants, representations and agreements contained herein, and intending to be legally bond hereby, the parties agree as follows: 1. The Authority does hereby employ, engage and hire DIBIASE as Executive Director and DIBIASE does hereby accept and agree to such hiring, engagement and employment. DIBIASE shall perform all of those duties customarily required and requested of the Executive Director including, but not 1limited to, all duties imposed by statute and directives of the Authority, as well as those set forth in the Job Description, which is subject to amendment form time to time by the Authority Commissioners. The job description attached hereto as Exhibit A generally sets forth the nature of DIBIASE’ duties and responsibilities, and it is agreed by DIBIASE that such job description is subject to amendment from time to time at the sole discretion of the Authority Commissioners. DiBiase shall not be responsible for actions taken by the Authority without his knowledge. The terms of the within Agreement shall be from DIBIASE" date of contract which will be September 5, 2018 and terminating on September 5, 2021, subject however, to prior termination as herein after provided. The Authority shall compensate DIBIASE, and DIBIASE agrees to accept from the Authority under this Agreement, an initial salary of $120,000.00 annually. In the future, the Authority may grant an increase in salary wages to DIBIASE by way of Resolution, . DIBIASE shall be entitled to the health, prescription, and dental benefits established for Authority employees that are in effect, subject to change during the term of this Agreement at the sole discretion of the Authority Commissioners, so long as such changes are applicable to all employees of the Authority. DIBIASE shall contribute towards any health, prescription, and dental coverage at the rate set for in P.L. 2011 Chapter 78. . DIBIASE shall work a minimum of forty hours per week, including any leave taken pursuant to paragraph 5. below. However, DIBIASE shall devote the necessary and appropriate time needed to perform the functions and job responsibilities of TRMUA Executive Director, which may require more than forty (40) hours per week be worked, inclusive of work performed off MUA property and outside normal business hours. It is specifically understood by all parties the position of Executive Director is exempt from overtime pay requirements, and DIBIASE shall not receive any overtime or compensatory pay for any hours worked above forty (40). DIBIASE shall be entitled to the following leaves, which unless otherwise noted, shall be prorated and are provided in an anticipation of continued employment: A. Sick Leave= Fifteen (15) days per year. Sick leave not taken shall accumulate from year to year and DIBIASE is entitled to such accumulated sick leave, if and when needed. Any unused sick leave at the time of separation shall be forfeited, and DIBIASE shall receive no compensation for any unused sick leave. B. Vacation Leave = Fifteen (15) days' vacation leave shall be provided in of the first and second years of the contract. Such vacation leave may be carried forward into the next calendar year with the approval 2of the Commissioners. Any carry-over vacation leave not used in the following year shall be forfeited. Further, all vacation leave used must be approved in advance by the Commissioners. C. Personal Leave = Three (3) days of personal leave per year which shall be credited on January 1* in anticipation of continued ‘employment for the entire year. Personal leave must be used within the one (1) year period and shall not be cumulative from year to year, but any unused personal leave days will be converted to sick days at the end of the year. D. Holidays ~ DIBIASE shall be entitled to paid holidays only for those holidays declared by the Authority Commissioners. E. Jury Duty ~ If DIBIASE is summoned for jury duty, he shall be granted leave with straight pay less any compensation he may receive for attending required jury duty for a maximum of two (2) weeks per year or the length of a jury trial for which DiBiase has been selected as a juror. DIBIASE will turn into the payroll department the compensation check received from the jury duty service. Exceptions for longer jury duty compensation shall be at the sole discretion of the Authority Commission. F. Bereavement Leave - DIBIASE shall be granted up to a maximum of three (3) days, including the day of the funeral, without the loss of pay upon the death of a member of his immediate family within the State of New Jersey and up to five (5) days of consecutive leave including the day of the funeral without the loss of pay if outside the State of New Jersey. Immediate family shall mean spouse, children, parents, brothers and sisters, spouse's parents, brothers and sisters, and grandparents of employee or spouse. Nofe- Bereavernent leave is not subject to being prorated. G. Should DIBIASE leave the Authority before the expiration of any year and have used all of his Sick, Vacation and/or Personal Leave allotment for the year, DIBIASE shall reimburse the Authority. DIBIASE agrees such reimbursement shall be made through a payroll deduction from his final paycheck. H. _ DiBiase shall be permitted to take up to five (5) unpaid leave days per year. The use of these unpaid leave days is subject to prior approval by the Chairman. 7. During the contract period of the Agreement, a minimum of sixty (60) days’ notice will be required for retirement separation if tis to be considered in good standing.8. It is agreed by both parties the duties of the Executive Director require his attendance at evening meetings, including meetings of the Authority Commissioners or committees, as well as attendance at other meetings from time to time outside of normal business hours. 9. The Authority agrees to provide DIBIASE with necessary and competent legal assistance of the Authority's choosing and insurance sufficient to indemnify DIBIASE against any loss or any claim by any person or entity, whether professional or personal, which may arise from the performance of his duties or related to his work at the Authority during the term of this Agreement. This clause shall be interpreted to provide the greatest possible protection for DiBiase but the Authority shall not be responsible for indemnification of DIBIASE for any acts or omissions constituting a crime, actual fraud, and actual malice, or willful misconduct, omissions outside the scope of his employment. 10.Notwithstanding the term of employment set forth in Paragraph 2, the services of the Executive Director may be terminated by the Authority at any time for good cause, Good cause shall include the inability or failure of DiBiase to perform the functions of the job. The Authority shall only be liable to pay DIBIASE his salary to the date of discharge, together with any accumulated benefits to which he may be entitled as an employee of the Authority. 11.Anything contained to the contrary notwithstanding, in the event the Authority shall discontinue operating as the result of a lawful dissolution of the Authority, then this Agreement shall cease and terminate as of the last day in which the Authority ceases operations. DIBIASE shall be entitled to be paid his salary to the date in which the Authority ceases operations, together with any accumulated benefits to which he may be entitled as an employee of the Authority 12. No Authority employee may engage in selling any goods of services or soliciting funds for any organization or cause while on Authority property. 13.All Authority vehicles, equipment, computers, machinery or producers manifested thereof by any employee of the Authority is the sole property of the Authority and may only be used for Authority business purposes. 14.Mileage reimbursement shall be the current Federal |.R.S. rate for business use of a vehicle is as published by the United States government. 15.Under no circumstances will any political business be conducted by DIBIASE during his work hours, nor shall any political business be conducted on the grounds of the Authority, nor shall the office equipment of the Authority to be utilized for any politically based business.16. The Authority hereby reserves onto itself as its management prerogatives and rights, all of the terms and conditions of employment not specifically set forth herein 17. This written Agreement contains the sole and entire agreement between the parties. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of the Agreement or any representations inducing the execution and delivery hereof except such representation as are specifically set forth herein. 18.Itis further agreed that no waiver or modification of this Agreement or of any covenant, condition or limitation herein contained shall be valid unless, in writing, and duly executed by the Authority and DIBIASE. No evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration or litigation between the parties’ hereto arising out of or affecting the Agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as set forth herein. 19. This Agreement and performance herein shall be governed interpreted and construed in accordance with the laws of the State of New Jersey. 20.Should any portion of this Agreement be deemed invalid by a court of competent jurisdiction, that portion shall be severed from the Agreement and all remaining portions shall remain in full force and effect. IN WITNESS HEREOF, the parties have set their hands and seals or caused these presents to be signed by their proper offices this_ 67%” day of. . <2 C7 GEORGIA BENYOLA WITNESS ASSISTANT SECRETARY Carmen J. Memoli, Chairman Toms River Municipal Utilities Auth. Bronla Vi Latin WITNESS Robert J. DiBiase Executive Director Adopted Under Resolution No., Adopted