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Ordinance No. 14,785 ORDINANCE NO. 14,785 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING THE FIFTH 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 I: That the City Council of the City of Baytown, Texas, hereby authorizes the Mayor to exeCUtc and the City Clerk to attest to the Fifth 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 sliall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown on this the 22"d day of July, 202 L -E"64M BRANDON CAPETILL , Mayor ATTEST: �pYTOW* 1 0" e o AN ELA J CK ,�, me ' ity F OF APPROVED AS TO FORM: KX-RrNl.- NER, City Attorney R:IKaren\FileslCity Counci1%0rdinances120201]u1y 231CityNTanagerContractAcucndmcntOrdinance.doc Exhibit "A" FIFTH AMENDMENT TO THE AGREEMENT FOR PROFESSIONAL SERVICES AND EMPLOYMENT AS CITY MANAGER STATE OF TEXAS COUNTY OF HARRIS § This Fifth Amendment ("Fifth 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 July 1, 2015 (the "Agreement"), is made by and between the same patties effective as of July 19, 2021 (the "Effective Date"). 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 July 1, 2015; and WHEREAS, on August 15, 2017, the City and the Manager executed the First Amendment to the Agreement to revise the term and compensation set forth in the Agreement and to add a bonus provision thereto; and WHEREAS,on August 3,2018, the City and the Manager executed the Second Amendment to the Agreement to revise the term and compensation set forth in the Agreement and to add a bonus provision thereto; and WHEREAS, on August 5, 2019, the City and the Manager executed the Third Amendment to the Agreement to revise the term, compensation and severance set forth in the Agreement; and WHEREAS,on August 14,2020,the City and the Manager executed the Fourth Amendment to the Agreement to revise the duties, term,compensation and severance set forth in the Agreement; 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 Fifth Amendment shall have the same meanings as in the Fourth Amendment,the Third Amendment, the Second Amendment, the First Amendment and the Agreement. 2. Amendments. a. Section 1 "Duties," Subsection B of the Agreement and all amendments thereto are hereby amended to read as follows: Fifth Amendment to the Agreement for Professional Services and Employment as City Manager,Page 1 Section 1. Duties. B. The Manager shall be subject to performance reviews annually and at other times as deemed appropriate by the City Council. The performance reviews shall be in accordance with criteria developed by the City Council in consultation with the Manager. The City Council, in consultation with the Manager, may revise such criteria from time to time as it deems appropriate for the proper operations of the City and the attainment of the City Council's objectives. The annual performance reviews will include a review and possible adjustment of compensation along with a possible extension of the Term. b. Section 3 "Salary" of the Agreement and all amendments thereto are hereby amended to read as follows: Section 3. Salary. The City agrees to pay the Manager an annual base salary, which salary shall on July 19, 2021, be TWO HUNDRED FIFTY-THREE THOUSAND FOUR HUNDRED FORTY- FIVE AND 25/100 DOLLARS ($253,445.25), payable in installments at the same time as other non-civil service employees of the City are paid; provided, however, should the Manager give the Mayor written notice of his desire to decline this adjustment to his base salary, the Manager's pay rate shall remain unchanged. 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. The parties agree that the City Council may annually adjust the compensation specified herein by affirmative vote of the City Council at an open meeting held for this purpose. 3. Entire Agreement. The provisions of this Fifth Amendment, the Fourth Amendment, the Third Amendment, the Second Amendment, the 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 Fifth Amendment and the provisions of the Fourth Amendment, the Third Amendment, the Second Amendment, the First Amendment, and the Agreement, the provisions of this Fifth Amendment shall control. 4. Interpretation. This Fifth 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 Fifth Amendment. 5. Captions. Captions contained in the Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, and the Fifth 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. Fifth Amendment to the Agreement for Professional Services and Employment as City Manager, Page 2 IN WITNESS WHEREOF, the parties hereto have executed this Fifth 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 July, 2021, the date of execution by the Mayor. CITY OF BAYTOWN BRANDON CAPETILLO, Mayor ATTEST: ANGELA JACKSON, Interim City Clerk APPROVED AS TO FORM: KAREN L. HORNER, City Attorney AGREED AND ACCEPTED this the day of July, 2021. 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 July, 2021. Notary Public in and for the State of Texas R:''Karen Horner\Documents`..Files'Contracts'City Manager Agreement',Rick's Fifth Amended Agreement Final.doc Fifth Amendment to the Agreement for Professional Services and Employment as City Manager,Page 3