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Ordinance No. 13,552ORDINANCE NO. 13,552 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING THE FIRST AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES AND EMPLOYMENT AS CITY MANAGER WITH RICHARD L. DAVIS; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ****************************************************************************** BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes the Mayor to execute and the City Clerk to attest to the First Amendment to the Agreement for Professional Services and Employment as City Manager with Richard L. Davis. A copy of said amendment is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. n INTRODUCED, READ and PASSED by the affirmati a �ote of the City Council of the City of Baytown on this the 10th day of August, 2017. A APPROVED AS TO FORM: NACIO RAMIREZ, SR , ity Attorney STWHEN-H,ZONCARLOS, Ma 11COBFSOI L.egal\Karen\FileslCityCouncillOrdinances\2017WugustIO'CityManagerContractAmendmentOrdinance.doc Exhibit "A" FIRST AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES AND EMPLOYMENT AS CITY MANAGER STATE OF TEXAS § COUNTY OF HARRIS § This First Amendment ("First Amendment") to the Agreement for Professional Services and Employment as City Manager by and between the City of Baytown, Texas, a municipal corporation, and Richard L. Davis, effective as of August 7, 2017 (the "Agreement"), is made by and between the same parties on the date hereinafter last specified. . WITNESSETH: WHEREAS, the City of Baytown (the "City") and Richard L. Davis (the "Manager") entered into the Agreement for Professional Services and Employment as City Manager effective as of August 7, 2017; and WHEREAS, the City and the Manager desire to amend the Agreement to revise certain terms and conditions; NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby mutually agree as follows: 1. Definitions. Unless a different meaning clearly appears from the context, words and phrases as used in this First Amendment shall have the same meanings as in the Agreement. 2. Amendments. a. Section 2 "Term" of the Agreemetn is hereby amended to read as follows: Section 2. Term. The term of this Agreement is indefinite and this Agreement shall remain in full force and effect until terminated by the Manager or the Council as herein provided (the "Term"). The Manager shall serve at the pleasure of the Council and at all times shall be considered an at -will employee regardless of any contrary provision contained herein. Nothing in this Agreement shall prevent, limit or otherwise interfere with the right of the Council or the Manager to terminate the services of the Manager at any time, subject only to applicable provisions of the City Charter, City First Amendment to the Agreement for Professional Services and Employment as City Manager, Page 1 personnel policies and procedures, and the provisions set forth hereinafter in the section entitled "Termination." b. Section 3 "Salary" of the Agreement is hereby amended to read as follows: Section 3. Salary. The City agrees to pay the Manager an annual base salary, which salary shall on August 21, 2017, be TWO HUNDRED TWENTY-THREE THOUSAND FOURTEEN AND N0/100 DOLLARS ($223,014.00), payable in installments at the same time as other non -civil service employees of the City are paid. The Council further agrees to review the base salary and other benefits of the Manager at the same intervals as it reviews the salaries and benefits of other non -civil service City employees. C. The Agreement is hereby amended to add Section 3.5 "Bonus," which section shall read as follows: Section 3.5. Bonus. a. For the City's 2017-18 Fiscal Year, the City hereby grants the Manager a one- time lump sum bonus of TWENTY-ONE THOUSAND NINE HUNDRED SEVENTY AND NO/100 DOLLARS ($21,970.00) payable on October 6, 2017, should the Manager be employed by the City on September 15, 2017. b. All bonus payments made pursuant to this section shall be subject to FICA, TMRS and other withholding taxes as a regular check. The City and the Manager understand and agree that any bonus payment provided for in this First Amendment is only for FY2017-18 and shall not be construed to be a part of base salary or any other pay identified by state or federal law. d. In subsequent fiscal years, the City Council may likewise grant the Manager a bonus -- the amount, payment, and conditions of which shall be set by the City Council after its annual evaluation of the Manager. 3. Entire Agreement. The provisions of this First Amendment and the Agreement should be read together and construed as one agreement provided that, in the event of any conflict or inconsistency between the provisions of this First Amendment and the provisions of the Agreement, the provisions of this First Amendment shall control. 4. Interpretation. This First Amendment has been jointly negotiated by the parties hereunder and shall not be construed against a party hereunder because that party may have assumed primary responsibility for the drafting of this First Amendment. 5. Captions. Captions contained in the Agreement and the First Amendment are for reference only and, therefore, have no effect in construing the documents. The captions are not restrictive of the subject matter of any section. First Amendment to the Agreement for Professional Services and Employment as City Manager, Page 2 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment in multiple copies, each of which shall be deemed to be an original, but all of which shall constitute but one and the same amendment, this day of _ , 2017, the date of execution by the Mayor. CITY OF BAYTOWN STEPHEN H. DONCARLOS, Mayor ATTEST: LETICIA BRYSCH, City Clerk APPROVED AS TO FORM: IGNACIO RAMIREZ, SR., City Attorney AGREED AND ACCEPTED this the day of 32017. MANAGER RICHARD L. DAVIS STATE OF TEXAS COUNTY OF HARRIS Before me, , the undersigned notary public, on this day personally appeared RICHARD L. DAVIS, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed that instrument for the purposes and consideration therein expressed. Given under my hand and seal of office this day of , 2017. Notary Public in and for the State of Texas R:\Karen\Files\Contracts\City Manager Agreement\Rick's First Amended Agreement Revised 08092017 Clean.doc First Amendment to the Agreement for Professional Services and Employment as City Manager, Page 3