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HomeMy WebLinkAboutResolution - 5209 - Management Contract - Munex Inc - LP&L - 07_11_1996RESOLUTION NO.5209 July 11, 1996 Item #15 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Management Contract by and between the City of Lubbock and Munex, Inc., attached hereto, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this Ilt day oT,�,, JqjE=: _ , 1996. .VID R. LANGSTON1 MAYOR ATTEST: Betty A Johnson, ity Secretary APPROVED AS TO CONTENT: �. Bob Cass, City Manager APPROVED AS TO FORM: fk5fiald G. Vandiver, First Assistant City Attorney DGWa/ccdocs/munex.res March 27, 1996 RESOLUTION NO.5209 July 11, 1996 Item #15 MANAGEMENT CONTRACT STATE OF TEXAS § COUNTY OF LUBBOCK § KNOW ALL MEN BY THESE PRESENTS: This Contract and Agreement, made and entered into on this the 11 th day of July , 1996, by and between the City of Lubbock, Texas, a Home Rule Municipal Corporation of the State of Texas, hereinafter called "City," and Munex, Inc., a Texas Corporation hereinafter referred to as "Munex." WITNESSETH: WHEREAS, the City has determined that it will, on a temporary basis, require the services of a professional management company for management and consulting services to be furnished to LP&L; and WHEREAS, the City has determined that it will be in the best interest of the City to retain the services of Munex, Inc. to assist it in furnishing professional management and consulting services as required; and WHEREAS, the City Manager has indicated that it will require some time to locate a qualified individual to act as manager and director of LP&L; and WHEREAS, the above corporation has agreed to furnish the services of one of its officers on a temporary basis pending the appointment of a permanent manager; NOW THEREFORE, the parties hereto do covenant and agree as follows: I. The City does hereby engage and retain Munex to provide professional management and consulting services for the operation of Lubbock Power & Light on the terms and conditions hereinafter set forth. II. (a) The term of this contract shall be for a period of two years beginning on the date of execution of this contract. (b) This agreement may be extended for additional one year periods by mutual agreement of the parties hereto expressed in writing prior to the end of the initial term or any extension thereof (c) Either party hereto may terminate this agreement at any time during the term of this agreement by giving thirty (30) days notice of its intention to terminate this contract. The City agrees to pay Munex as compensation for services rendered hereunder a monthly payment of $7,803.78. This monthly payment to be made on the last day of each month that this agreement is in effect. On each October 1 during the term of this agreement, the amount to be paid for the next 12 month period shall be increased by three percent. IV. (a) Munex agrees to furnish a qualified, diligent expert who will reside in the City service area and who will be assigned to perform the functions of the position of Managing Director of Lubbock Power & Light performing the day-to-day functions necessary for the proper and efficient operation of such system. (b) The selection and appointment of such Managing Director,. and any such subsequent appointees, shall be the responsibility of Munex. but shall not be made without first obtaining the advice and consent of the City. (c) The City and Munex have agreed that the Managing Director serving under the terms of this contract will be Mr. J. Robert Massengale unless changed or altered as herein contemplated. (d) In the event of the disability of Mr. Massengale, or any person acting in the position of Managing Director, Munex covenants and agrees to secure a qualified individual to fill said position for as long as such disability may continue, as to replace such individual, if necessary, all subject to the advise and consent of the City. V. Munex shall permit the authorized representatives of the City to inspect and audit all data and records of Munex relating to its performance under this contract. VI. Revenues derived from the operation of any or all of the Lubbock Power & Light system managed by Munex shall be and remain from the initial receipt thereof, the absolute property of 2 the City and the treatment of such revenues including the banking and accounting thereof shall be the sole responsibility of the City. VII. Munex further covenants and agrees to furnish expert advisory services and/or consultation. Specific responsibilities of Munex and the Managing Director will include the following: Overall management and policy recommendations Management continuity Management personnel development and training and recruitment as necessary Monitoring and evaluation of all operations, systems and procedures Operations Finance, accounting and budgeting Safety, loss prevention, and insurance Maintenance and purchasing of equipment Customer relations and promotion Administration of service contracts Employee relations All such services rendered by Munex shall be subject to the reasonable supervision and control of the City. Munex shall make recommendations as to any areas of operation which are deemed appropriate and proper, and the decision of the City shall be binding and final in regards thereto. VIII. Munex at its sole cost and expense shall furnish to the City all necessary fidelity and surety bonds to protect, save whole and harmless, and indemnify the City from and against dishonesty, fraud or theft occasioned by any officer or employee of Munex Coverage of each such employee shall be in any amount of not less than Fifty Thousand Dollars ($50,000). IX. The City agrees to furnish Munex with all necessary offices, office furniture, equipment, materials and supplies to perform the services as contemplated under the terms of this contract. X. Munex shall carry and keep in effect during the life of this Agreement such public liability and property damage insurance as shall protect itself and the City, as an additional insured, from claims for damages for personal injuries, including death, as well as form claims for property damages which may arise from operations or the performance of the work and services contemplated hereunder. The cost of carrying such insurance of any primary risk shall be an operating expense payable to Munex by the City. F iI Munex or any officer or employee thereof, shall not be liable to the City for: (1) any claim arising from employment matters of City personnel or any claim arising as a result of personnel policies and practice of the City; or (2) any claim arising from delay or interruption of services of LP&L; or (3) any claim arising from strikes, lockouts, acts of God, governmental restrictions, availability of fuel supplies, unavoidable casualty, or similar acts beyond the control of Munex Notwithstanding the above, Munex will, however, be liable for any dishonesty or fraudulent misconduct committed or directed by any officer, employee or agent of Munex in the discharge of its obligations under this contract. Further, Munex shall be liable to the City for any act of gross negligence committed by it, its officers, agents and employees in discharging its obligations under this contract. XII. The City shall not be liable to Munex nor shall Munex be liable to the City for any claim arising for any failure, delay, interruption of service, nor for failure or delay in performance of any obligations under this agreement due to strikes, lockouts, acts of God, governmental restrictions, availability of fuel supplies, unavoidable casualty or similar acts beyond the control of city. Nothing contained herein shall be construed as creating the relationship of employer and employee between the City and Munex or between the City and the Munex's employees. Munex shall be deemed at all times to be an independent contractor. In carrying out the terms of this 4 contract, Munex shall select its own employees and such employees shall be and act under the exclusive and complete supervision and control of Munex ow Except as waived by paragraph XI of this contract, Munex agrees to indemnify and hold the City harmless from any and all claims for injury, death, loss or damage of any kind or character and by whomever suffered or asserted, occasioned by or in connection with any work performed by the Munex, its officers or employees, under this contract or by any acts or default. XV. Munex shall at all times observe and comply with all Federal, State and local laws, ordinances and regulations, which in any manner affect the contract or the work, and shall indemnify and save harmless the City against any claim arising from the violation of any such laws, ordinances and regulations whether by Munex or its employees. �I Munex will not assign this contract without written consent of City. IN WITNESS WHEREOF, the parties hereto have executed this contract and agreement on the 11 th day of MUNEX, INC.: Cf Robert Massengale, anaging ATTEST: Betty M. Johnson, CVy Secretary APPROVED AS TO CONTENT: 2�9 afs Bob Cass, City Manager APPROVED AS TO FORM: nald G. Vandiver, First Assistant City Attorney ddeonlmunex.doc rev. April 30, 1996