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EMPL.YMENTA.REEMENT
AGREEMENT effective as of Augu st

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CITY OF ANSONIA acting by and thr.ough the OFFICE OF THE MAYOR, a duty eltartered mqqicipality under the laws of the State of Connectlcut, (hereinafier refened to as "Mayof) and PETER KELLY, of

Connecticut (hereinafter referred to as "KELLV'),,

WITNESSETH:

1.

KETLY has been selected to be the Economic Development

Director of the City of Ansonia,, Given the experience and background of KELLy, he is expected to make a valuable contribution to the City of Ansonia"

2,. 3. 4,,

The City of Ansonia is organized under the laws of the State of

Connecticut and the Charter of the City of Ansonia KELLY is qualified to provide management seruices to

advance the genercl economlc purposes of City of Ansonia, City of Ansonia wishes to assure itself of the services of KELLY for

the period provided in this Agreement and KELLY is willing to serve in the
employ of city of Ansonia on a full-time basis (3s hours per week and all municipal meetings as necessary) for said period, upon the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the mutual promises and

covenants contained herein, the sufficiency of which is hereby acknowJedgede, and intending to be legally bound, the parties agree as follows:

1.,

City of Anionia hereby retains KELLY and KELLY hereby agrees to

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act as the Director of Economic Development upon the terms and conditions hereinafter set forih

2,.

T'erm of Emolovrnerlt..

(a)
September

The term of KELLY'S employment hereundershall be for a

Period of two (2) years, commencing September 3, 2013 and terminating

2, 2015,except as herein provided.

(b)

Unless notice is given.to KELLY by City bf Ansonia on or

before February 15,2014, this Ernployment Agreetnent shall autornatisally be

tent of this provision is to pro,ride thai KELLY at all times hereunder shall, unless otheruise provided,

have a two (2) year contract,,

Telfnination.
Notwithstanding the provisionS of Section 2(b) above, City of

Ansonia shall have the right to terminate this Agreement pursuant to any of the following:

(a)

City of Ansonia shall have the right to give notice to KELLY

that his position is being terminated, provided that, such notice is given in writing

to KELLY prior to February of ZAM,, When suoh notice is given, KELLY shall be
permitted to serve out the balance of the next twelve (12) months,,

(b')

lf City of Ansonia is dissolved or if funding is not sufficient to

pay KELLY'S salary forthe term in question, then and in that event, KELLY $hall

have a terrn which ends twelve (12) months from notice by Crty of Ansonia to KELLY of such dissotution or lack of funding

(c) (d)

'Ihe death of KELLY

KELLYS voluntary departure from ihe City of Ansonia,

provided that KELLY is required to provide Cifi of Ansonia with forty."five (45) days notice prior to departure, or

(e)
following:

Upon just cause shown

T'he term 'Just cause' as utilized. hercin shall include, but not be lirnited to, the

(i)
Description;

Failure to perform the duties pursuant to the Job

(ii) (iii) iv)

Misconduct; lnsubordination; The arrest of KELLY for a misdemeanor or felony

which the Ciiy of Ansonia determines, in its sole diswefon, would impact KELLY'S ability io perform his job as Director of AEDC;

iv)

The inability to perform the duties pursuant to this

contract due to illness or a physical or rnental condition as shown by competent

rnedi.oal evidence, whioh illness, physlcal condition or mental condition continues

for a period of thirty (30) consecutive business days or for shorter periods
aggregating more than thirty (30) business days in any period of twelve i12) consecutive months

{vi}

Acts or omissions whidh bring the name and/or

repuiation of AEDC into disrespeet.

4.

Compensation.

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City of Ansonia shall pay KELli.Y and KELLY agrees to

accept as compeneation for all services rcndered llereunderwithout limitation, a salary at the annual rate of Fifiy-seven Thousand Nine Hundred Eighty and 00/100 ($5/,980 00) Dollars, Said salary may be increased during the terin of this Agreement at the sole disuetion of City of Ansbnia;, City of Ansonia shall withhold from such salary or benefits payable undqr this Agreernent all Federal, State, City or other taxes levied as may be required by law.,
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(b)

If the City of Ansonia, in its discretion, increases the

compensation of KELLY for any period of time, and if KELLY accepts such increase, this Agreement shall continue in full force and effect whether or not it has been amended to reflect such increase. AlthorJrgh nothing herein is intended,
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or shatl be construed, to obligate the City of Anson'ib to make any such inciease,
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it is the intention of ihe parties that KELLY'S salary shall be reviewed during the

first quarter of each calendar year.

5.

(a)

Positlot'l.Rp$oon$ibjlj$gsandFutigs.i .i During the period of his employment hereunder, KELLY shall

serve as the Director and shall in such capacity be responsible for the general management of affahs sf AEDC, reporting directly tb the Mayor of the City of

Ansonia The initial responsibilities of KELLY are srlmmarized in Schedule A

hereto attached and herein incorporated.,

During the period of his empt{yment hereunder, KELLY shall

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serye AEDC in such capaciiy or capacities as nrayl be specified from time to time
by the Mayor of the Ciiy of Ansonia,

(b)

$o long as this Agreement cof,ltinues in effect, KELLY shall

devote all his business time, attention, skill and efJbrts to the business and affairs
of the City of Ansonia, to the promotion of the best intercsts of City of Ansonia, to

the faithfi.rl perforrnance of his duties hereunder, atird to the performance of such other duties as rnay be asslgned to him by the Mayor of the City of Ansonia !n his sole discretion Notwithstanding the foiegoing, KELLY may, with the approval of

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the Mayor, serve or continue to serve, on the boar{s of directors

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and hold any

other offices or positions in, companies or organizations, which in the judgment

of the Mayor, will not present any conflict of interest with AEDC or materially

affeci the performance of Executive's duties pursuant to this Agreement

(c)

KELLY shall have such power and authority as shall

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reasonabty be required to enable him to perform ni$ duties her:eunder in an efficient manner; provided, that in exercising such power and authorfty and performing such duties, he shall at ail tim.es be subject to the ar.rtho,rity, control
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and supeMsion of the Mayor of the City of Ansonia and/or suah of its officers as

the Mayor may designate

(d)

KELLY agrees to obserue and ,pomply with such rul$,

regulations and poticies as may from time to time

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determined and

promulgated by the Mayor and communicated to KHLLY either orally or in writing,

KELLY agrees to carry out such orders, directions land policies as are

promulgated bythe Mayor from time to time,,

(e)
Connecticut"

Subject to such travel as tlte djuties of his position may

require, KELLY seMce hereunder shall be rendere{ at Gity Hall in Ansonia,

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Exp_ens,es,,

City oi Ansonia shall reimburse KELLY for all reasonable travel and other Expenses incuned by KELLY in connection With the performance of his
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services under this Agreement, upon presentation of expense statements, vouchers, and other supporting documentation in s[icn form and containing such
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information as the Mayor may fl'om time tb time redsonably request; provided,
however, that the amounts available for travel and Sther expenses rnay b6 fixed

in advance by the Board,,

7.

Vacation. KELLY shall be entitled to two (2) weeks of vacaiion

(noncumulative) for each year of thls Ag treement, Vacation shall be taken on

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reasonable notice to the AEDC and Mayor at a tim{ and in a manner consistent with the proper operation of the business of AEDC,
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8. Confidentialiiv, (a) Both dur:ing the term of his.*$,oyr*nt

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by City of Ansonia

and'ihereatter, KELLY shall not, without the priorw$tten consent of the City of
Ansonia, divulge to any tlrird party, or use for his
ov,irn

benefit orfor any purpose$

other than the exctusive benefits of City of Ansonia, any confidential information

conoeming its business and/or affalrs o,btained

ty

ilim:Ouring ihe tenn of his

ernployrnent, inoluding but not limited to infomation r.elating to its deoisions to acquire or develop any par.cel of land, to designateiany particular area for redevelopment, or othenruise, it belng the intent hereof that KELLY shall not so divulge or use any such information v.vhich is unpublished or not readily available to the general public; provided, that nothing herein contained shall restrict
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KELLYS abitity to make such disclosures during thle course of his employment
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as may be necessary or appropriate to the effectiv{ and efficient discharge of his duties to City of Ansonia or as is required by law

(b)

For a period of one (1) year afbr the end of the last period

for which KELLY shlll have teceived any KELLY shallfumish such information and proper

underthis Agreernent,
as rnay.be

reasonably necessary in connection with any litigatibn in which, City of Ansonia is

then or may become involved' lf such assistance qhall be required of KELLYfoT

an extended period of time, City of Ansonia shall reimburse KELLY for any loss

of compensation incured by KELLY in renderfng aJsistunce pursuant to this

Paragraph based upon terms and conditions then {greed upon by City of Ansonia and KELLY,,

(c)

KELLY recognizes and aat<nor,rjiiedges that the seruices to be

rendered by him hereunder are of special and unique character and ihat the
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restrlctions on KELLY.S activities contained in,this Agreement are'req,uired for

the City of Ansonia's reasonable protection, KELLY agrees that

if he shall

breach this Agreement, City of Ansonia will be entitled, if it so elects, to institute

and prosecute proceedings at law or in equity to

n damages with respect to

such breach or to enfurce the specific performance of this Agreer,nent by KELLY

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or to enjoin KELLY from engaging

i,n

any activity ini

hereof,

F3ilure to Comply, If KELLY, for any reason other than

death or disabili$, shall

without the written consent of City of Ansonia required by this Agreement, or if KELLY shall Agreement, he will thereby relinquish all rights io including future salary payments, and City of rights, if any, it may have against him under this City of Ansonia shalI materially breach this right to pursue City of Ansonia to enforce his rightg othenvise,

to render seruices as
materially brcach this benefits hereunder,
shall reserve whatever

or otherwise lf the

KELLYshall have tre

this Agr,eernent, or

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Benefitand BuJden.
This Agreernent shall insure to the of and be binding upon distributes, and City of

KELLY, his legal nepresentBtives and testate or

Ansonia, its successors and assigns

11,,

P.egisions btr AEpC.

ilhe Mayoi

of the City of Ansonia shal have general responsibility of this

forthe administration and interpretation

determinations of compensatlo n

including

12., Psrsonnel Policv Manual.

The City of Ansonia has adopted a Personnel Policy Manual

(hereinafter'Pp,M') which PPM shall be incorporated herein,, KELLY agrees to

be bound by the terms and condltions set forth therein" City of Ansonia and
KELLY agree that if any term or condition of this Agreement is different or contradictory to the PPM, this Agreement shall control.

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Sick Leave Benef,lg Notwithstanding the PPM, KELLY shall accrue

sick days per

yeai'which he may not accumulate or carry over into a subsequent year

14,,

Health Benetits.
KELLY shall be entitled to health insurance in the same form and

type as a City of Ansonia non-baryaining unit employee

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Waiver.
No term or condition of this Agreement shall be deemed

to

have

been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the pariy charged

with such waiver or estoppel No such written waiver Shall be deemed a

continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specificterm or condition waived and shall oonsfitute a waiver of such term or condition forthe future or as to any aci other than that specifically waived

1CI'

$eqerahititv.
lf, for any reason, any provision of this Agfeement is held invalid,

such invalidity shall not affect any other provision of this Agreement not held so
invalid, and each such other provision shall to the full extent consi$tent with law

continue in full force and

effect lf any

provision of this Agreement shall be held

invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all other provfsions of this Agreement, shalt to the :full extent consistent with law continue in full force
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1'7.,

Headings* The headings of paragraphs herein are irrcluded sotely for

convenience of reference and shall not controlthe meaning orinterpretation of any of the provisions of this Agreement.

18,

Notices.

Any notice or request requircd or permitted under this Agreement

shall be in writing and given or made by certified mail, return receipt requested, addressed to the Mayor of the

ciff

of Ansonia at

city Hall orto KELLY at his

address specified on the rccords of City of Ansonia, or io either party hereto at such other address or addresses as such party may from tirne to time specify for

the pupose in a notice similarly given to the other party,

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EntireAgreement. This instrument contains ihe entire Agreement of the parties

relating to the subj#matter hereof, and the parties l'rereto have made no .agreements, representations or wananties relating to the subject matter of this Agreement which are not set forth herein. No rnodification of this Agreeinent shall be valid unless in writlng and signed by the pa*ies hereto and approved by

the Mayor of the City of Ansonia,

2A,

Governino Law. This Agreement shall be construed and enforced in accordance

with the internal laws of the State of Connecticut applicable to agreernents made and to be performed in said State.

21.,

Arbitration.

Any and df disputes, claims and controversies arising out of, under or in connection witlr this Agreement shatl be settled and finally determined by
arbitration in the Oity of Ansonia under the then existing Rules
o.f

the Arnerican

Arbitration Association and judgment may be entered upon the award of the
arbitrator, or arbitrators by any court of competent jurisdiction

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wlrNEss WHEREOF, the Mayorof the city

of Ansonia has hereunto

set his hand and seal, and KELLY has hereunto set his hand and seal, this
day

of

2013,