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HomeMy WebLinkAboutResolution - 4301 - Contract - Quality Management Services - Organizational Assesment - 10_28_1993Resolution No. 4301 October 28, 1993 Item #25 RESOLUTION 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 Contract and all related documents by and between the City of Lubbock and Quality Management Services of Lubbock, Texas to furnish services for an organizational assessment for the City of Lubbock, which contract is 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 th ATTEST: 4mt��--"kk y'*-- etty o nson, ity Secretary APPROVED AS TO CONTENT: )�� �")A I 1 4 1 victor Kilmalo, Purchasing Manager APPROVED AS TO FORM: D ald G. Vandiver, Firs Assistant City Attorney DGV:dp\AGENDA-D2\QUALI7Y.REs October 20, 1993 Resolution No. 4301 October 28, 1993 Item #25 VENDOR CONTRACT CITY OF LUBBOCK STATE OF TEXAS )( )( KNOW ALL MEN BY THESE PRESENTS: COUNTY OF LUBBOCK )( THIS CONTRACT is made and entered into this date by and between the City of Lubbock, a Texas municipal corporation (hereinafter referred to as "CITY"), and Quality Management Services in association with Hartung & Associates and Strategic Quantitative Solutions, Inc. (hereinafter referred to as "VENDOR") and evidences the following: I. PURPOSE VENDOR shall provide technical assistance services to the CITY. II. DESCRIPTION OF SERVICES The services which VENDOR shall provide for the CITY shall include all the work tasks included in Exhibit "A", Proposal for Organizational Assessment, RFP #12703. III. PERFORMANCE OF WORK VENDOR or VENDOR'S associates and employees shall perform all the work called for in this Contract. VENDOR hereby covenants and agrees that all of VENDOR'S associates and employees who work on this project shall be fully qualified to undertake same and competent to do the work described in this Contract. IV. PAYMENT The CITY shall pay to the VENDOR a sum not to exceed $26,500 for performance of the professional services called for under the terms and conditions of this Contract, based upon the terms as described in Exhibit "A", plus reimbursement of actual out-of-pocket expenses for items such as travel, printing, postage, etc. Such payment shall be made on an invoice basis as described in Exhibit "A". Page 1 V. TERM OF THE CONTRACT This contract shall commence and be in full force and effect upon the signing of the Contract and observance of the appropriate formalities. This Contract shall terminate when all phases of Exhibit "A" are completed unless the parties mutually agree in writing to extend the term of the Contract, or, unless otherwise terminated as provided in Paragraph XII herein. VI. CONTRACT PERSONAL VENDOR and the CITY hereby covenant and agree that this Contract provides for personal services and that these services are not to be assigned or sublet in whole or in part, other than as described in the original proposal, without the prior written consent of the CITY. VII. CHANGE IN WORK The CITY, through its City Manager, may request changes in the scope and focus of the activities and studies called for under this Contract. Any such change which in the opinion of VENDOR or the CITY varies significantly from the scope and focus of the work set out herein or entails a significant increase in cost or expense to the VENDOR must be mutually agreed upon by VENDOR and the CITY. The parties herein acknowledge that any change in the scope or focus of the work which results in the increase in compensation to VENDOR of the fee stated in Paragraph IV hereof must first be approved by the CITY'S city Manager or City Council, where applicable. VIII. CONFIDENTIAL WORK Any reports, designs, plan, information, project evaluations, data or any other documentation given to or prepared or assembled by VENDOR under this Contract shall be kept confidential and may not be made available to any individual or organization by VENDOR without the prior written approval of the CITY. It is expressly understood that the original copies of the completed employee survey instruments will be destroyed by VENDOR after transferring the responses to the VENDOR'S data processing system, and will not be returned to the CITY. Page 2 IX. OWNERSHIP OF DOCUMENTS The VENDOR shall provide the CITY with copies of all major working papers. VENDOR covenants and agrees that such working papers will be made available to the CITY, its representatives, and/or to the CITY"S cognizant federal and state agencies, or to others pursuant to the Texas Open Records Act, if so requested by the City. X. INDEPENDENT CONTRACTOR By the execution of this Contract, the CITY and VENDOR do not change the independent contractor status of VENDOR. No term or provision of this Contract or any act of VENDOR in the performance of this Contract may be construed as making VENDOR the agent or representative of the CITY. XI. NO VERBAL AGREEMENT This Contract contains the entire commitments and agreements of the parties to the Contract. Any verbal or written commitment not contained in this Contract or expressly referred to in this Contract and incorporated by reference shall have no force or effect. XII. TERMINATION The CITY may, at its option and without prejudice to any other remedy it may be entitled at law or in equity, terminate further work under this Contract, in whole or in part, by giving at least ten (10) days prior written notice thereof to VENDOR with the understanding that all services being terminated shall cease upon the date specified in such notice. The CITY shall equitably compensate VENDOR in accordance with the terms of this Contract for the services properly performed prior to the date specified in such notice following inspection and acceptance of same by the CITY. VENDOR shall not, however, be entitled to lost or anticipated profits should the CITY choose to exercise its option to terminate. XIII. VENUE The parties to this Contract agree and covenant that this Contract will be performable in Lubbock, Texas, and that if legal action is necessary to enforce this Page 3 Contract, exclusive venue will lie in Lubbock County, Texas. XIV. APPLICABLE LAWS This Contract is made subject to the existing provisions of the Charter of the City of Lubbock, its rules, regulations, procedures and ordinances, present and future, and all applicable laws of the State of Texas and the United States. XV. CONTRACT INTERPRETATION The parties to this Contract covenant and agree that in any litigation relating to this Contract, the terms and conditions of the Contract will be interpreted according to the laws of the State of Texas. XVI. NOTICES All notices, communications and reports under this contract must be mailed or delivered to the respective parties at the addresses shown below, unless either party is otherwise notified in writing by the other party. CITY: Betty Johnson, City Secretary City of Lubbock P.O. Box 2000 Lubbock, TX 79457 VENDOR: Judy King Quality Management Services 3000 Golden Circle Denton, TX 76208 -or- Chris Hartung Hartung & Associates 1508 Angelina Bend Dr. Denton, TX 76205 XVIII. SEVERABILITY In the event that one or more of the provisions Page 4 contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Contract shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in the Contract. XIX. RIGHT OF REVIEW VENDOR covenants and agrees that the CITY, upon reasonable notice to VENDOR, may review any of the work performed by VENDOR under this Contract. XX. SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto and their successors, and, except as otherwise provided herein, their assigns. XXI. CAPTIONS The captions to the various clauses of this Contract are for informational purposes only and in no way alter the substance of the terms and conditions of this Contract. XXII. WAIVER OF ATTORNEYS FEES VENDOR and CITY expressly covenant and agree that in the event of litigation arising between the parties to this Contract, each party shall be solely responsible for payment of its attorneys and that in no event shall either party be responsible for the other party's attorney's fees regardless of the outcome of the litigation. XXIII. PROJECT COMPLETION VENDOR and CITY expressly covenant and agree that the date for final completion of the scope of services outlined in REP # 12703 is March 1, 1994, unless extended by the CITY. Page 5 EXECUTED this the 28th day of October , 1993 I Y OF L BOCK: VENDOR: • avid R. Lang sto ayor J/4dy g, re ident uali y M nagem nt Services APPROVED AS TO FORM: A%L y Attorney ATTEST: City Secret ry Page 6