EMPLOYMENT AGREEMEN: THIS AGREEMENT mace ths? “iy of March, 2017 by and between the TOWN OF WARRENTON, a Virginia municipal coporaon, ating tough the TOWN OF WARRENTON TOWN COUNCIL, beteinater called the “Employer” and J. Brannon Goes. Jey natal. person resident in’ the Commonwealth of Virgaia, hercnaner called the “Enployee” RECITALS “The patties recite and declare: 1. Employer requires the services of a person possessing the skills and abil necessary to be the town manager of the Town of Warrenton ("Town Manger and 2. Employee, through education and experience ~ and, based upon such information as has been provided to Employer, and relied upon by Employer for hiring purposes ~ appears to possess the requisite skills to perform these duties; and 3, Employer desires, therefore, to engage the services of Employee as Town “Manager under the direction of the Employer, pursuant fo the authority vested in [Employer by the Code of Virginia, 1950, as amended; the Town of Warrenton ‘Town Code; andthe Charter ofthe Town of Warrenton, For the reasons set forth above and in consideration of the mutual covenants and ‘promises of the parties, Employer and Employee agree as follows: SECTION ONE Employment Employer employs, engages and hites Employee us the Town Manager and Employse ‘accepts ard agrees to this employment, engagement and hiring, in each ease upon the terms and conditions set forth herein. SECTION TWO Governing Law ‘This Agreement and the employment of Employee shall be subject to all applicable provisions of the Cade of Virginia (1950), as amended: the Code of the Town of Warrenton; the Charter of the Town of Warrenton; Policies adopted by Employer and provisions of the Town of ‘Warrenton Personnel Manual, relating to sick leave, retirement and life insurance contributions, holidays, and other ftinge benefits not specifically addressed in this Agreement. feoPage 2 SECTION THREE Duties Employee i hereby delegated the following powers and duties 1. Act as Personnel Administrator responsible for the day-to-day supervision, ‘development, management and discharge of employees and the administration of ‘Town Personnel policies. With respect to the discharge or other removal of any town governmental department head, Employee shall apprise the Town Attorney, the Mayor, and the Town Council of his intention prior to acting. 2. Exercise all powers and duties delegated pursuant to the Town Charter and Town Code of the Town of Warrenton, including but not limited to, preparation and presentation ofall annual budgets (the “Budget”). Employee shal set forth a time Schedule for said preparation and presentation of all budgets. Said schedule shall be approved by the Council and shall provide for substantial time to incorporate Finance Committee meetings and Council Work Sessions. 3. Develop and recommend from time to time to the Town Council for its approval, ‘additional personnel, operational and other governmental policies, as well as desirable revisions to such policies as exist. 4. Act as signatory to sign all documents requiring the signature of the Town ‘Manager in accordance with the Town Code and Charter on behalf ofthe Town of | Warrenton, 5. Exercise any additional legally permissible and proper powers or duties as may be prescribed by the Town Council SECTION FOUR Place of Employment The duties and functions required of Employee under this Agreement shall be rendered at the Administrative Offices of the Town of Warrenton located at 18 Court Street, Warrenton, Virginia, and at such other place or places as Employer shall in good faith require, or as the intorests and needs of the Employer shall dictate. SECTION FIVE ‘Terms of Employment ‘A. This Agreement shall be for a term commencing on July 1, 2017 and ending on June 30, 2018. Nothing in this Agreement shall prevent, limit or otherwise interfere with the eight of the employer to terminate the services of Employee at ‘any time, subject only to the provisions set forth in Section S(E) of this Agreement. "Nothing inthis Agreement shall prevent, limit or otherwise interfere with the right cof Employee to resign at any time, provided Employee gives written notice to the fiePage Mayor and Town Couneil at least ninety (90) days prior to the resignation’s effective date unless the parties otherwise agree C. Employee shall remain inthe exclusive employ of the Employer and devote all of the Employee's working time, energy, attention, knowledge and skills solely to the interests ofthe Employer, and Employer shall be entitled to all ofthe benefits arising from or incident to all work, services and advice of Employee. The term “Employee's time” shall not be construed to include Employee's annual and compensatory time off D, Employee shall romain a resident of the Town of Warrenton, E. In the event Employee's employment is terminated by Employer without cause prior to June 30, 2018, Employer shall make a one-time, lump sum, cash payment jn an amount equal to fifty pereent (50%) of one (I) year's Salary. F, The Employee may be terminated for cause at any time by & majority vote ofthe ‘Town Council, Cause shall include material breach of this Agreement; willful or grossly negligent non-compliance with laws and regulations or Town policies; convietion of, or pleading out to, any felony or any crime involving moral turpitude or ‘conviction of, or pleading out to, any crime involving his employment with the Town of Warrenton; or any material act or omission involving gross negligence whether such act or omission results in a criminal prosecution oF not. In the event of such termination for cause, all salary and benefits shall cease as of the effective date of such termination and Employer shall have no obligation to pay any addtional sums provided for under this ‘Agreement. SECTION SIX Salary Employer shall pay Employee, and Employee shall accept from Employer, an annual salary (Salary”) of $150,000 effective July 1, 2017 and payable in installments as provided for Town employees generally. At no time shall Salary be reduced during the term of this Agreement ‘A. Employer shall annually review and evaluste the performance of Employee. Said evaluation shall occur on or before January 15 of each year. Said review and evaluation shall be in accordance with the criteria set forth in Exhibit 1 hereto which criteria shall be considered in the context of the Budget and time limitations. Said criteria may be changed from time to time by Employer, i consultation with Employee. Employer shall provide Employee with a written summary of the findings of the Employer and provide an adequate opportunity to B, As part ofthe annual review Employer shall:Page 4 1) Provide Employee a written summary of the findings of the Employer and provide an adequate opportunity to discuss suid evaluation. 2) Consider a performance bonus based on successful attainment of goals as ‘documented by the Employee and approved by the Town Council 3) Following the discussion of the evaluation with Employee, indicate whether the Employer wishes to enter into another employment agreement with Employee fand, if so, for what period and under what terms and conditions, such as adjustments to salary and benefits. Should Employer decide to enter into a new employment agreement and should Employee accept the terms thereof, both agree to use their best efforts to have the employment agreement adopted no later than the February, 2018 council meeting. SECTION EIGHT Benefits Recognizing that Employee must devote to the Employer a great deal of time ‘outside regular business hours, Employee will be allowed to take appropriate ‘compensatory time off. Upon termination, Employee shall not be entitled to ‘compensation for any accrued compensatory time. Employer agrees to provide Employee with individual Group Medical and Hospitalization insurance as available to Town employees and to pay the full premiums for the basic level policy. Employee may at his discretion pay the Gifference between the basic policy and the enhanced policy. (Please see the attached policy information forthe rates in effect at this time). Employee shall, pay the difference in premium between the individual premium and any additional family members. ‘Annual and sick leave shall be provided at the rate of one day (eight) hours per ‘month for annual leave and one day (eight) hours of sick leave eamed per month for sick leave with a maximum accumulation of 192 hours for annual leave and ‘unlimited for sick leave in accordance with the Town's Personnel Policies. The ‘amount of annual leave eared and the maximum accumulation for annual leave increase with length of employment a outlined in the Town's Personnel Policies. Employee's duties require that he use his personal vehicle for Town business Employee will be reimbursed at a rate of Four Hundred Dollars ($400.00) per ‘month for use of his personal vehicle while on Town business. The Employee shall be responsible for obtaining, paying for, and keeping current liability, property damage, and comprehensive insurance and for the purchase, operation, ‘maintenance, repair, and regular replacement of said automobile. AEPage S SECTION NINE, Dues, Membership, Edueation and Meetings |A. Employer agrees to budget and to pay for the professional dues and subscriptions of Employee necessary for his continuation and full participation in national, regional, state and local associations and organizations necessary and desirable {or his continued professional participation, growth, and advancement, and for the ‘good of the Employer. Employer hereby agrees to budget for and to pay the reasonable travel and subsistence expenses of Employee for professional and official travel, meetings and occasions adequate to continue the professional development of Employee and to adequately pursue necessary official and other functions for Employer, including but not limited to the annual conference of national, regional, state and local government groups and committees thereof upon which Employee serves as ‘amember, C._Employer agrees to budget and to pay for the reasonable travel and subsistence expenses of Employee's degree courses, institutes, and seminars that are necessary for his professional development and for the good of the Employer. D. Employee shall provide to Employer, during the frst 90 days of the term, alist of all such memberships, professional development and advancement courses that the Employee anticipates undertaking inthe nine months to follow. SECTION TEN Indemnification Employer shall defend, save harmless and indemnify Employee against any and all liability, loss or claim, to a third party, arising out of or caused by the performance of Employee's duties, except for any criminal act or act of gross negligence. Employee is authorized t0 select his atfomey in consultation with Employer. Employer shall only be obligated to pay the reasonable attomey fee rate for Employee's own counsel atthe same level as the Employer's insurance carier's rate, If Employee chooses to select an atfomey at a higher rate, then he may do so, but Employee shall be responsible for any amount over the rate ofthe Employer's insurance carrier's attorney's rate. SECTION ELEVEN Bonding Employer shall bear te full cost of any fidelity or other bonds required of the Employee under any law or ordinance. fiPage 6 SECTION TWELVE ‘Modification ‘Any amendment, supplement or other modification or waiver of this Agreement, or of ‘any covenant, condition or provision of it, shall not be valid unless in writing and executed and delivered by the partes’ properly authorized representatives. SECTION THIRTEEN Severability All Agreements and covenants in this Agreement are severable, and in the event any of them shall be held tobe invalid by any competent court, this Agreement shall be interpreted as if the invalid Agreements or covenants were not contined. SECTION FOURTEEN Entire Agreement ‘This written Agreement embodies the whole agreement between the parties. There are no fucements, promises, terms, conditions, or obligations made or entered into by either Employer or Employee other than those contained in this Agreement, SECTION FIFTEEN Choice of Law and Ven ‘This Agreement shall be interpreted under the laws of the Commonwealth of Virginia Both partes agree thatthe venue for any action derived out ofthis Agreement shal be heard in the Courts of Fauguier County, Virginia IN WITNESS THEREOF, the Town Council of the Town of Warrenton has caused this ‘Agreement to be signed and executed in its behalf by the Mayor and the Employee has signed ‘and executed this Agreement, both in duplicate, as ofthe day and year first above writtenPage? SIGNATURE PAGE, TOWN OF WARRENTON to wit: ‘The foregoing Employment Agreement was acknowledged before me thicXGth day of March, 2017, by Powell L. Duggan, Mayor. COMMONWEALTH OF VIRGINIA TOWN OF WARRENTON, to wit: ‘The foregoing Employment Agreement was acknowledged before me this 977 day of March, 2017, by J. Brannon Godley, J. My Comission expites: Novary Publi APPROVED AS TO FORM: ‘Whitson W. Robinson, Town Attorney feEXHIBIT, CRITERIA 1). General performance elated to the Duties set forth in Section Three of this Agreement, 2) Progress under the three major areas of focus as established by the Employer and Employee which are: 2) Infrastructure b) Economic development ©) Customer service 3) Progress under the five Goals approved in January, 2017 by both Employer and ‘Employee which are 1a) Evaluate and adjust organizational structure for improved service 'b). Maintain pestive fiseal outlook for FY 2018, ©) Complete Strategic Planning efforts. «d) Reassess water and sewer treatment system capacities to facilitate build-out and continued development. ©) Improve use of technology throughout organization 4) Effective manazement of department heads and town employees through direction, lear ‘expectations, measuring success toward goals, steady actions, encouragement and, as needed, discipline 5) Relationship with businesses and citizens. 6) Relationship with surrounding governmental aiministrators. 7) Interactions with council members and mayor. 8) Effective and timely communication with council members and mayor as to matters whieh, although not falling into any particular category in this Agreement, may be important for council and mayor to know.