Resolution #13-19: Professional Service Contract for Independent Consultant to Serve as Executive Director of Vernon Township Municipal Utilities Authority

Date of Adoption: April 18, 2013

This AGREEMENT, made this 18 day of April, 2013, by and between the VERNON TOWNSHIP MUNICIPAL UTILITIES AUTHORITY, a municipal utilities authority established pursuant to N.J.S.A. 40:14B-l et seq. (“VTMUA”) and JOHN SCERBO having an address of 187 Mt. Salem Road, Wantage, N.J. 07461 (“Contractor”).

WITNESSETH:

WHEREAS, the VTMUA was established by Vernon Township (“Township”) in May, 2011 pursuant to the “Municipal and County Utilities Authorities Law,” N.J.S.A. 40:14B-I et seq. to provide efficient, reliable, and cost-effective sewage disposal services to residential and commercial users within the Township; and

WHEREAS, the VTMUA has determined it necessary to retain an independent consultant to serve as Executive Director to assist in managing and overseeing the operations of the Township’s sewer system and ensure its continued and efficient operation; and

WHEREAS, the Contractor has the necessary expertise, experience, and skill to serve as Executive Director of the VTMUA; and

WHEREAS, Contractor agrees that his role as Executive Director will include performing all of the duties required of him by the VTMUA including managing, overseeing, and implementing the Vernon Township Municipal Utilities Authority Rules and Regulations and New Jersey’s Municipal Utilities Authority Law, N.J.S.A. 40:14B-l et seq.; and

WHEREAS, VTMUA wishes to retain the services of Contractor as its Executive Director pursuant to the terms and conditions hereinafter set forth and Contractor is willing to accept such position pursuant to such terms and conditions.

NOW THEREFORE, in consideration of the foregoing promises and the terms, covenants, and conditions set forth in this Agreement, and for good and valuable consideration, the parties agree as follows:

  1. Position. The Contractor is hereby retained as Executive Director for and during the term of this Agreement and any renewal( s) thereof as may be agreed upon between the parties.
  2. Services. The Contractor shall provide such consulting services as are required of him by the VTMUA including managing, overseeing, and implementing the Vernon Township Municipal Utilities Authority Rules and Regulations and New Jersey’s Municipal Utilities Authority Law, N.J.S.A. 40:14B-I et seq.
  3. Term. The initial term of this Agreement shall be for a period of one (1) year commencing April 22, 2013 and terminating April 21, 2014.
  4. Compensation. For the foregoing services, VTMUA shall pay Contractor an hourly rate of $37.00 per hour. Contractor’s total annual compensation shall not exceed $37,000.00 unless approved in advance by resolution duly adopted by the VTMUA.
  5. Method of Payment. Contractor shall be paid monthly upon receipt of an invoice and properly executed voucher. After approval by the VTMUA, the payment voucher shall be placed in line for prompt payment. Each monthly invoice shall contain an itemized, detailed description of the number of hours worked and all work performed during the billing period. Failure to provide sufficient specificity shall be cause for rejection of the invoice until the necessary details are provided. It is agreed and understood that acceptance of final payment by Contractor shall be considered a release in full of all claims against the VTMUA and Township arising out of, or by reason of, the work performed under this Agreement.
  6. Independent Contractor. In the performance of his services under this Agreement, it is mutually understood and agreed that the Contractor is and at all times shall be an “independent contractor” and not an “employee” of the VTMUA or Township. Accordingly, Contractor is not entitled to receive any employment benefits set forth in the Township’s Personnel Manual. The Contractor shall be responsible, as an independent contractor, for making all payments, declarations and filings with local, state, and federal taxing and other governmental authorities with respect to the compensation and fees paid pursuant to this Agreement.
  7. Termination. Either party may terminate this Agreement at any time by providing written notice as prescribed herein no less than 30 days prior to the date of termination. Upon termination of this Agreement, the Contractor shall return all files, records, and work product, in whatever form, to the VTMUA.
  8. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties and shall not be modified in any manner except in writing executed by the parties.
  9. Confidentiality of VTMUA Records. The Township will maintain VTMUA’s records at the Township municipal building. Contractor shall keep all information it receives concerning the affairs of the VTMUA and its customers, officers, agents, servants or employees strictly confidential, except as expressly directed by statute.
  10. Waivers. The failure of either party to insist upon strict adherence to any term, covenant, or condition of this Agreement on any occasion shall not be considered a waiver or relinquishment of any rights of such party or parties to insist upon strict performance of that term, covenant, or condition, or any other term, covenant, or condition, of this Agreement at any time thereafter.
  11. Notices. Notices required or permitted to be given under this Agreement shall be in writing and shall be sent via certified mail, return receipt requested, by hand delivery, or by a nationally recognized overnight delivery service. All notices shall be sent to the addresses of the parties first above written, or to such other address as the parties may from time to time designate in writing, and shall be deemed given when sent.
  12. Severability. If any provision of this Agreement shall be declared invalid or illegal for any reason whatsoever, then notwithstanding such invalidity or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.
  13. Governing Law. The Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of the State of New Jersey.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year set forth in the preamble of this Agreement.