EMPLOYMENT AGREEMENT BY AND BETWEEN BIRMINGHAM-JEFFERSON COUNTY TRANSIT AUTHORITY AND CHARLOTTE SHAW ‘This Agreement ("Agreement") is made and entered into by and between the Bimingham- Jefferson County Transit Authovity (*RICTA” /“Roatd), Birmingham, Alabama, an Alabama public corporation organized pursuant to Alabama Legisative Act No, 2013-380, as amended, and Charlotte Shaw ("Shaw"), colletively known as “the patties,” tobe effective as ofthe latest signature date, In consideration for the mutual promises and obligations recited in this ‘Agreement, BICTA and Shaw do hereby agree as fllows: 1 Employment Term - During the period specified in this Section 1, BJCT'A will hhereby employ Shaw as the Chief Executive Offier/ Executive Director of the BICTA. Shaw hereby accepts such position of Chief Executive Officer/Exeeutive Director, subject to the terms and conditions set forth in this Agreement. Subject to the provisions for termination contained in Section 5, this Agreement will befor thirty-six months (36) months effective October 1, 2021 to September 30, 2024, AC the expiration of the inital term, the parties shall have the option to renew this contract upon the same terms and canditions for wo successive periods of twelve (12) months, 2. Duties and Responsibilities - Shaw shall faithfully follow and uphold the BICTA, Bylaws and all lawful Board Policies and Resolutions established by the BICTA. Shaw shall, carry out her duties faithfully, loyally and efficiently. Shaw shall exercise day-to-day leadership and management of all operations and functions of BJCTA. This is a full-time position, hired by and directly accountable to the Board. Shaw's primary duties and responsibilities are those specified in items A-Z. below of as amended from time to time by the Board. AL all times during the Contract Period, Shaw shall faithfully and competently perform the duties ofthe position in furtherance of BICTA business and in a legal, ethieal ‘nd professional manner. Shaw shall report to and shall perform such tasks and duties in aecordance with direction from the Board and in accordance with all applicable Federal laws, including the Federal Transit Administration (FTA), State laws, and Municipal Ordinances, rules, regulations, guidelines and circulars; BICTA Bylaws, policies, rules, procedures, resolutions and contractual requirements (whether currently in foree or adopted hereafter). Furthermore, Shaw shall be held accountable for the Following task a“ Supervision ofall depantneit hows, departments and employees, inching the sole authority, except as Shaw may delegate o sta, o hire and terminate BICTA employees in accordance with applicable Federal and State luvs and BICTA Bylaws, polices, ries, procedures, resolutions and regulationsB, Responsibility for overall management of employee relations matters; c Establishment of a proposed set of short-range goals and a proposed action plan for developing and implementing medium and longer term goals for the ‘ganization, tobe presented to the Board for review and consideration annually. D. Assisting the Board in community and public relations matters, E Monitoring, managing, and overseeing the Authority's budget aod the ‘Authority’s revenues and expenses p, Oversoeing timely development and presentation to the Board of annually Proposed budgets: 6. ‘Assuming overall responsibility for management of staff and in guiding, BICTA toward its Board approved goals; 4 Assuring that BICTA’s financial affairs are properly managed, accounted for; and audited and that appropriate reports thereon are made tothe Boar and fo others reared by a 1 Conterting with legislative liaisons eparing legislative matters, monitoring, report on, and making recommendations on leisative activities: 4 Auending all Regular and Special meetings of the Board and of Board committees and subcommittees as requested, assuming overall esponsibility for preps and presentation ofall agendas and stat reports: k Regular meetings with Mayors, City Couneils, City Managers, County Cony Commission of each othe patting municipalities and aah, L Representing the BICTA and statin communications with the public, participating municipalities, the authorizing county and other outside agencies and organizations \ithrespeetotranit matters and BCTA issues, within the scope of Boatd polices and programs: M. ‘Such other and further aetivi esas the Board may from time to time dir x. Such other and further activities as Shaw determines necessary 10 competently and professionally carry out her duties and responsibilities ©. Enhance the working relationship and support of BICTA key stakeholders, including the principal municipality the authorizing county and all partieipating municipalities, D Work closely withthe City of Birmingham, PTA and other stakeholders to ensure that the planning and timely implementation ofthe new Bus Rapid Transit (BR) system ison schedule, including the new maintenance facility that will accommodate the BRT system.0. ‘Become fally integrated in the overall planing proces For the 2022 World Games and working closely with the City of Birmingham and other key stakeholders and facilitating the involvement of BICTA in the overall process, R Re-establish the focus on planning for Transit Oriented Development (TOD) sxtivites, s Facilitate a process to prepare BICTA for suecesfil triennial reviews, r Develop and execute a plan to improve the morale ofthe BJCTA staff. u, ‘Work withthe public relations consultant to improve the overall branding, image and pereption of BICTA, especially for participating municipalities and stakeholders, request that the public relations consultant develop a comprehensive anual pan, v. [Ensure that BICTA’s day-to-day operation is well-executed, with @ strong focus on feet availability, preventive maintenance, on-time performance, safety, labor productivity and overall cost effetivenes, w, Provide ongoing communication with the BICTA Chair and Board of Directors on the goals outlined during this assignment as Chief Executive OfficerExecutive Directo. x. Report to the BICTA Executive Commitee on all contracts less than $25,000.00 an to request and obtain approval from the BICTA Boatd of Directors onal contracts \which exceed an aggregate of $25,000.00. y. Provide the BICTA Chairman with a monthly Executive Director report and bi-weekly meeting regarding BICTA mates, operations and events Z Focus on other critical areas as specified by the BICTA Board of Directors. 3 Performance: A ‘Shaw shall comply with all ethical obligations imposed upon her by Alabama law: B, ‘While employed by BICTA, Shaw shall avoid any relationship with other businesses oF entitics that could impaie her ability to fully ishange hr dues fithlully, properly and independently on behalf of BICTA. Shaw acknowledges that the appearance ‘oF a conflict often can be as damaging as an setual conflict and Shaw agrees to use her best cfforts to avoid ereating any such appearance, G, Without the prior consent ofthe Board, Shaw shall not conduet business ‘on BICTA’s behalf with any contractor, vendor, supplier, customer or other party with ‘hich Shaw or any member of her immediate family is involved as a principal, officer, or representative, or in which Shaw has any other personal interest. Shaw may diselose eertin 3relationships in writing tothe Board, which relationships the Board may in its diseretion exempt from any potential confit of interest. Shaw shall not knowingly conduet any personal ar business aff in a manner tht i detrimental tothe interests of BICTA, D. ‘Shaw shall comply with the Alabama Ethics Law for Public Officials and Employees as mandated by the Code of Alabama Section 36-25-1, et. seq, B, Peeformance Review ~The Board shall conduct a formal evaluation of Shaw's Jah performance for ech calenar year. Shaw's job perftrmance call be rvalaed with ference to the Job Duties and Responsibilities as specified in items A~Z, as well as any other specific directives o objectives established pursuant to this Agreement. The Board and Shaw shall meet to iscuss her performance. Shaw shall be responsible for placing these matters on the agenda of the Board so that the Board ean meet the timeliness obligations imposed herein. 4 Compensation and Benefits ‘A. Compensation - BICTA agrees to compensate Shaw as follows i, During the inital si (6) month period ofthis Agreement, Shaw's annual salary shall be inthe amount of $220,000.00. After th inital six (6) ‘month period of this Agreement, Shaw's annual salary shal increase to the amount of $225,000.00._ After te inital wenty-four (24) month period of this Agreement, Shaw's annual salary shall increase to the amount of $230,000.00, B. Benefits - During the period ofthis Agreement, Shaw shall receive the Following benefits i. Laptop Compuer or iPad, and Wireless Phone ~ Shaw shall be provided a wireless phone to be used when conducting the offic business of the BICTA. Upon termination ofthis Agreement, these items willbe returved to BICTA in the same condition in which they were delivered to Shaw, reasonable wear and tear excepted, ii. Under his Agreement, haw will only be eligible for Personal Time Off (PTO) which will include a combination of Sick time and ‘Annual leave in the amount of 38 days per 12-month period. Shaw shall be entitled. 10 38 days (per T2-month period) annual vacationsick leave which shall be fully vested on the Commencement Date ofthis Agreement. Expenses - Shaw shall be entitled to receive reimbursement for all expenses reasonably inurred inthe performance ofher duties asthe Chief Executive Officer/Executive Direstor representing the BICTA under this Agreement, inclding any reimbursement for mileage in her personal vehicle for BJCTA purposes, All 4reimbursements shall be consistent with BICTA’s expense ‘reimbursement policies in effet at the time, 5. Termin of Agreemen This Agreement may be terminated at any time as follows: A. By BICTA. BICTA may terminate this Agreement at any time, either with oF witho cause. by @ majority vote of the Board, In the event BICTA should terminate this Agreement without cause, BICTA shall provide at least sixty (6D) days written notic to Shave. Termination for cause may be under one oF more of the following para (1) For Cause ) Misconduct. In the event that BICTA hhas determined, based fon an evaluation of facts and circumstances, that there is good case 10 {crminate this Agreement due to any one ofthe following: (1) malfeasance, 2) gross neuligenee. (3) aud, (4) serious misconduct, oF (5) conviction Of a felony on the part of Shaw, BICTA shall give Shaw notice of {ermination, which at the option of the Board shall either be effective immediately, oF the notice shall specty the intent o terminate and the date the {ermination will become final. In ether ease the notice shall be accompanied by astalement of the basis for the termination, In the case of termination that is effective immediately, Shaw shall have the right to present any’ rebuttal Information to the Boat in writing, no later than ten (10) ealend the termination, In the event that the Board gives notice of an intent to terminate at a future date, Shaw shall have the right to present any rebuttal ormation to the Board, in writing, prior to the effective date of the the ation. In either case, Shaw shall have the right to hearing bef Board within fourteen (14) days following termination. The Boar! shall review any rebuttal information provided by Shaw and any other selevant ‘material and shall then determine whether 10 uphold the termination oF to rescind i, The Board's decision shall be final (6) Material Uncorrected Faire to Perform: Inthe event that BJCTA, has determined, based on an evaluation of facts and eireumstances that there isa good cause to terminate this Agreement that does not rise to the level of seriousness addressed above in subparagraph S(AKNG@). such as (1) a repeated material failure to meet stated. reasonable performance objectives that is within Shaw's control to correct but as to which isnot corrected in spite Of notice of necessary corrective action, (2) uncorrected, repeated, ma failure to presenta positive public and media image on behalf of BICTA, in sspite of notice and opportunity to correct the deficiency, (3) or other uncorrected material failure in performance, BICTA may weeminate the Agreement for eause provided BICTA (1) fist gives notice to Shaw in writing ofthe alleged failure in performance and a reasonable opportunity to cute the problem, and (2) gives Shaw a reasonable opportunity o present evidence to the Board in rebuttal to any alleged failure in performance or of any extenuating circumstances showing that the Failure was beyond the control Shaws, and (3) BICTA will not terminate for cause under this subparagraph HANCIYL) ules it determines tit Shaw i ethcr incapable or evn ko coreet the perceived problem in spite of having had warnings and a reasonable opportunity to cure the problem, and thatthe evidence in support of the grounds for termination is substantial taking into account all of the information available to the Board, including any evidence presented by ‘Shaw © No Severance Benefits: In the event that this Agreement is {erminated by BJCTA pursuant to this Paragraph (A( Ka) and (b) Shaw shall not be entitled to any severance benefits under this Agreement or under any other provision oF law or BICTA policy or procedare, unless it is subsequently determined that such termination was not For just eause, consistent with the requirement specified in Paragraph S(A)(1) ofthis Agreement, Shaw may terminate this Agreement at any time, with or without eause, by ) giving BICTA sixty (60) days advance written notice of her infent to terminate, oF sooner by mutual agreement. Inthe event that Shaw exereises her right to terminate under this subparagraph, she shal not be entitled tothe severance benefits set forth above (oF fo any other similar termination benefits under law or BICTA rules and regulations, provided however. that Shaw shall be entitled to payment for any’ unused vacation and sick leave eared and unused atthe time her notice of termination i effective ©. Severance Pay: Early Termination BICTA. shall have the right to terminate Shaw's employment at any time Loring dhe Germ oF this Agreement, with oF wihout eause. th the event that Shaw's employment is terminated by BICTA without cause, Sha shall be entitled to the severance benefits state in this Paragraph as follows: D. Computation: Hems Included, everance benefits under this Paragraph shall be computed based upon (1) Shav's monthly salary in effeet at the tine oF termination (2) continued payment by BICTA, or the cash equivalent value. 6E. Amount of Ses ‘The amount of severance benefits shall be & lump stim equal to the value of three (3) months of Shaw's monthly salary and benefits as they existed at the time of termination. Shaw shall receive an additional one (1) month of severance benefits for each year th ‘employed by the BICTA, not to exceed six (6) months of seve benefits F, Separately Negotiated: Waiver ‘The parties expressly acknowledge and agree that these severance pay provisions have been independently negotiated, Avcepta Shaw of the severance pay benefits provided by this Seetion shall operate as a full and complete waiver and release of any andl all rights, Shaw may ha any time, i the past oF inthe Future, arising out of Shaw’ employment by BICTA, including but not limited to claims for wrongful termination Shaw wishes to retain any such rights, Shaw must decline to aecept the severance benefits provided by tis paragraph, 2 al the time of termination by ims, and/or causes of aetion which 1 or have had. Acceptance of the severance benefits under this paragraph will opera release on the part of Sha as to all elaims, known of unknown, asa general "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HER FAVOR AT THE. TIME OF EXECUTING THE RELEASE, WHICH IE KNOWN BY HER MUST HAVE MATERIALLY AFFECTED HER SETTLEMENT WITH THE DEBTOR” 6 Confidentiality - Shaw recognizes and acknowledges tha, in the course of performing her obligations under this Agreement, she will have access to confidential information, which may include, without limitation, books and records relating to BICTA, finances and operations, member names and addresses, and other financial, business and personal information relating 10 BJCTA, its supporters, customers, vendors, officers and employees, and operating and maintenance costs ("Confidential Information”). Shaw agrees that she will not at any time, from and after the date of this Agreement, make any independent lute of, ar disclose to any othor unauthorized porson, any Confidential Information, except to discharge her duties unde this Agreement or except as provided by law. a Indemnification = BJCTA indemifies, holds harmless, and will defend Shaw ‘agains third-party claims arising against he in connection with her performance of this Agreement to the fll extent permite by aw, except that no indemnification shall be required in respect to claims successfully resolved against Shaw that she engaged in malfeasance or in fraudulent, ‘arossly negligent, wilful, wanton or cviminal acs,8 Successors - BICTA enters into this Agreement to employ Shaw. Accordingly, Shaw's duties and obligations to perform under this Agreement may not be delegated oF subcontracted to any other person, firm or corporation. This Agreement will be binding upon and inue to the benefit of any suecessor of BICTA, Any such successor of BICTA will be deemed substituted for BICTA under the terms of this Agreement forall purposes. For this purpose, "successor" means any person, fim, corporation or other entity whieh at any time, ‘whether by purchase, merger or otherwise, directly or indireetly acquires all or substantially all of the assets or business of BICTA, In the event of any merger, consolidation, or reorganization involving RICTA which results in Shaw serving in a position other than as Chief Executive Officer / Executive Director, such event shall be considered to result in the termination of this Agreement, 9. Severability - The provisions ofthis Agreement shall be severable, and ifany provision of this Agreement shall be unenforceable or invalid, then the remainder of the provisions ofthis Agreement shall not be affected thereby. A court of competent jurisdiction may. reduce, limit, or otherwise modify unenforceable terms in order to make them enforceable. ‘0, Waiver -The failure to enforce at any time any of the provisions of this Agreement, orth failure to require at anytime performance by the other party in accordance withthe terms ofthis Agreement, shall not be construed as a waiver of such provision and shall not affect the validity of this Agreement or the right of either party to enforce the provisions ofthis Agreement, u. Governing Law, Jurisdiction, and Forum Selection - This Agreement is made in Alabama and shall be governed by, construed, and enforced under the laws of the State of Alabama, Any aetion to enforce, consttue, oF interpet the terms ofthis Agreement ‘must be brought in the appropriate Alabama State court situated in Jefferson County, Alabama, Birmingham Division, n. Headings and Construction - The headings used in this Agreement are included for convenience of reference only and shall not be used in interpreting, construing, fr enforcing any of the provisions of this Agreement. The language of all parts of this Agreement shall in all cases be construed as @ whole, according to their plain and fair meaning, and not strictly for or against either party. With regard to any presumption arising from draftsmanship or authorship, this Agreement shall be interpreted as having been Jointly drafted in equal respects by both parties. 1, Integrated Agreement and Amendments -This written Agreement contains all terms agreed upon between Shaw and BJCTA. All previous communications, negotiations, and understandings relating to the subject matter of this Agreement are ‘wholly merged into, and superseded by, this written Agreement. Neither party has been persuaded to sign this Agreement by any representation, statement or promise that is not Incorporated in this Agreement. 14 Notices - Notices under this Agreement shall be in writing and by personal delivery, or by certified mail or other receipted delivery. A notice to Shaw shall be delivered 5to the address on file with BICTA for the delivery payment of invoices or tax documents. A. notice to BICTA or the Board shall be delivered to the business address of the BICTA and addressed to the Chairman of the Board, witha copy to BICTA's attorney atthe address used forthe payment of invoices. A notice tothe BICTA's attorney shall be addressed as provided inthe preceding sentence Is. Execution - The execution of this Agreement by the Chairman of the Board shall constitute assent by BICTA. This Agreement may be executed in duplicates. or counterparts. and each such duplicate or counterpart shall be considered one and the same ‘Agreement. The facsimile ofa signature shall have the same legal efficacy as the original signature 16. Acknowledgement -Shaw acknowledges that she has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by BICTA or any representative of BCTA other than those contained in writing herein, and has entered into this Agreement freely based on her ‘own judgment. Shaw acknowledges that she is offered the opportunity to consult with her ‘own independent legal counsel before executing this Agreement 17 Venue, Should there be a dispute regarding the provisions of this Agreement, the partes agree that venue for any dispute shall be in Birmingham-JefTerson County, Alabama, {Signatures appear on the following page.)In Witness Whereof, Shaw and BICTA acknowledge and represent each have duly executed this Agreement effective as of date ofthe latest signature. CHARLOTTE SHAW BY: ~ Arrest: pate: _/0 02, BIRMINGHAM JEFFERSON COUNTY TRANSIT AUTHORITY pate: 1of 1 [2021