1996-195 ORDINANCE NO ~b '[015
^N 01torrANCE ACCEPTI O A co rmw e O OSA
A CONTACT FOR THE PURC~SE OF MATE~ALS, EQUIPMENT, SUPPLIES OR
SERVICES, PROVID~G FOR THE EXPENDITU~ OF F~DS THE~FO~, AND
PROVID~G FOR ~ EFFECTIVE DA~
~AS, ~e C~ ~ sohc~ted, mcewed ~d tabulated competmve sealed proposals for
the p~chase of n~cess~ materials, eqmpment, supphes or seduces ~n accord~ce w~th the
proced~es of state law ~d C~W ord~n~ces, ~d
~E~AS, ~e C~ M~ager or a designated employee h~ reviewed ~d reco~ended
· at ~e hereto described proposes ~e ~e best responsxble proposals for ~e materials, eqmpmem,
supphes or se~lces as shorn m the "Proposes" subm~ed ~erefor, ~d
~AS, ~e C~W Co~cd ~ prowded m ~e C~ Budget for the appropnaUon of ~ds
to be used for ~e p~eh~e of~e maten~s, eqmpmem, supphes or settees approved ~d accepted
hereto, NOW, THE~FO~,
THE CO~CIL OF THE CITY OF DENTON HE.BY O~A~S
SECTION I ~m the nmbered ~tems ~n the following nmbered bxds for materials,
eqmpment, supphes, or se~lces, shorn xn ~e "Proposes" a~ched hereto, ~e hereby accepted ~d
approved ~ being ~e best responsible proposal for such ~tems
~SP ITEM
~ ~ VENDOR ~
1907 ALL M~ER AND M~ER ~C $174,684 00
1914 ~L TMG CONSULT~G ~C $ 24,345 00
gRCTION Il That by ~e aceept~ce ~d approval of ~e above numbered ~tems of the
subm~Red proposes, ~e C~W accepts ~e offer of~e persons submm~ng ~e proposals for such ~tems
~d a~ees to p~e~e ~e matenMs, eqmpment, supphes or seduces ~n accord~ce w~ ~e te~s,
specaficatmns, smdgds, q~tmes ~d for ~e specified sins contmned ~n ~e Inwtat~ons,
Proposals, ~d related docmems
SEC~ON Ill ~t shoMd ~e CiW ~d persons subm~ng approved ~d ~cepted ~tems ~d
of~e subm~ed proposMs w~sh to enter ~nto a focal ~en agreement as a result of the
accept~ee, approvM, ~d awgd~ng of ~e proposM, ~e C~W M~ager or h~s designated
represenmtwe ~s hereby au~onzed to execute ~e ~en contract which shall be a~ched hereto,
prowded ~at ~e ~en con~act ~s m aecord~ce ~ the te~s, condmons, specifications,
st~d~ds, qu~at~es ~d specified sins con.ned ~n the Proposal ~d related docments here~n
approved ~d accepted
SECTION IV That by the acceptance and approval of the above numbered items of the
submitted proposals, the City Council hereby authorizes the expendxture of funds therefor xn the
amount and in accordance wxth the approved proposal or pursuant to a written contract made
pursuant thereto as authorized herein
SECTION' V That tins or&nanee shall become effective xmmedxately upon xts passage and
approval
PASSED AND APPROVED tins ~day of~l~ 1996
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
DATE SEPTEMB~ 17, 1996
CITY COUNCIL REPORT
TO Mayor and Members of the City Council
FROM Ted Benavldes, City Manager
SUBJECT RFSP # 1907 - INTEGRATED DISTRIBUTION MANAGEMENT SYSTEM
RECOMMENDATION.. We recommend this proposal from Miner and Miner Inc be awarded in
the total amount of $174,684 00
SlIM'MARY.. This request for sealed proposals is for the purchase of software to be used with the
GIS System which will allow interfaces to SCADA, AMR and other data sources used by the Electric
Englneenng Department
Seven sealed proposals were received in response to thirty notices mailed to prospective vendors
~ List of respondents, Memorandum from Glenn Fisher 9/5/96, PUB Minutes
recommending approval
pROGRAM~; DEPARTM'ENT~ OR GROUP~ AFFECTED.. Electric Engineering Department,
Electric Distribution, Elecme Utilities, Electric Utility Customers of the City of Denton
FISCAL IMPACT.. Budgeted funds for 1996 Electric Utilities accounts
610-106-1061-4171-9106 610-103-1033-5800-8502
610-103-1033-3910-9103 610-105-1051-9300-8502
Respectfully submitted
Ted Benavides
City Manager
Prepared by
Name Demse Harpool
Title Semor Buyer
Approved
Name Tom D Shaw, C P M
Title Purchasing Agen!
76~ A~ENDA
3
LIST OF RESPONDENTS
SOUTHERN ENGINEERING
TELLUS INC
BLACK AND VEATCH
ADVANCED CONTROL SYSTEMS
CAE ELECTRONICS
MINER & MINER
CONFIGURED ENERGY SYSTEMS
GEO/INFO
4
CITY OF DENTON MUNICIPAL UTILITIES · 901.A TEXAS STREET · DENTON TEXAS 76201
MEMORANDUM
To Demse Harpoe~ jj
From Glenn FlsherC~
Date September 5, 199,6
Subject Software Purchase from M~ner & M~ner
RECOMMENDATION
The Utd~bes Staff recommends the approval of the proposal by M~ner and Miner,
Inc to provide application software at a cost of $174,684 as outhned ~n Exhibit 1
SUMMARY/BACKGROUND
On June 20, 1996, the City received seven responses to a request for proposal for
a d~stnbubon management software Th~s software wdl reside on the GIS system
and allow ~nterfaces to SCADA, AMR and other data sources The result will be a
platform that wdl model the electrical system and promote more efficient operation
Vendors were asked to submit solutions ~n five ma~n areas,
Database M~grabon -To provide the ~nterface between the GIS database,
engineering analysis software, outage management software, work order
generation software and external systems such as SCADA and the automatic
meter reading system
Database Maintenance Software - Prewdes easy meams to update and
verify changes made to the electric system database
Engineering Analysis Software - Includes power flow, short circuit,
coordination, feeder optimization, and capacitor placement
Outage Management Software - Allows for more efficient outage detection
and restoration
"Dedicated to Quality Service"
Work Order Generet~on Software - Provides uniform means to produce
construction drawings, mater~al hsts and cost estimates for electric system
extensions
Of the proposals, M~ner and Miner, Inc and Tellus, Inc offered solutions ~n all
areas These proposals were evaluated using the following weights,
Corporate wablhty, h~story, financial stab~hty
and performance in prewous projects 25%
Flex~b~hty and su~tab~hty of apphcabon software 20%
Overall cost of Implementation, consultabon,
and application software 20%
Quahfmatlons of personnel assigned to the project 10%
Hardware requirements 10%
Operating system and database software
requirements 10%
Expected t~me schedule 5%
Based on these, the Staff selected M~ner and Miner, Inc to prowde the software as
outhned ~n Exhibit 1
M~ner and M~ner has partnered w~th PTI, Inc to provide the engineering analys~s
tools These tools ~nclude,
Power Flow - Performs s~ngle or three phase analys~s of balanced or
unbalanced d~stnbut~on systems Th~s allows the system to be wewed under
changing operating parameters, ~ e changing loads, generatmn, or VAR
levels
Device Coordination - Reviews the coordination of sectmnahz~ng dewces
such as substation breakers, reclosers, fuses, etc The ensures the system
will be secbonahzed ~n the proper order to m~n~m~ze the number of customers
affected
Capacitor Placement - This analyzes feeders to ensure that capacitors are
placed ~n the most efficient locations Th~s helps reduce voltage drops and
VARs on the system
Feeder Opt~m~zatlon - Analyzes proposed configurations to m~nlm~ze losses,
reduce voltage drop, optimize loading or meet other techmcal constraints
M~ner and M~ner ~s ~ntegratmg PTI's products and providing,
Database Maintenance Software - Prowdes basic map generatmn, map
maintenance, ad hoc query, reporting and d~splay tools
Outage Management Software - Allows evaluation of outages dunng normal
and emergency operations P~npo~nts suspected cause of the outage,
pnont~zes outages and provides outage reporting
Work Order Management Software - Prowdes means to produce work
sketches, estimate costs, and order mater~al Allows for automatic updates
of the GIS database
As a whole, th~s software w~ll prowde the basic platform for the proposed Operation
Center Some of the major capab~ht~es ~t w~ll add, 1) prowdes the means to perform
a more detailed analysis of the system under varying operating character~stms, 2)
allows operators the means to use 'what ~f' scenarios to review switching and
loading before system changes are made, 3) ~dent~fms customers affected by
outages and p~npo~nts the probable cause, reducing outage restoration t~me
If you have any questions concermng this recommendation, please get w~th me
Exhibit 1
COST BREAKDOWN OF MINER AND MINER/PTI
SOF'I'~NARE PRODUCTS
Database Maintenance (4 I~censes) $23,800
Eng~neering Analys~s including power flow, $69,200
device coordination, feeder opbm~zat~on,
and capacitor placement (1 I~cense)
Outage Management (5 licenses) $43,500
Work Order Generation (3 licenses) $23,184
Oracle, Arc/Info, SQL*Net (7-10 I~censes) $15,000
Total Software Costs $174,684
8
PUBLIC UTILITIES BOARD
MINUTES EXCERPT
14 REVIEW RATE AND HOLD A DISCUSSION ON THE
SOFTWARE/DISPATCH COSTS WITH MINER AND MINER
Ms Mays introduced Mr Glen F~sher, Operations Manager Mr F~sher
d~scussed software operations and dispatch costs Ms Mays smd staff collected
the functtonal parts of the software that could be purchased prior to year-end
and these are the ~tems presented to the Board Mr Norton made a motxon to
approve the purchase request to Miner and M~ner Mr Thompson seconded
the motion All ayes, no nays, motton passed unanimously
DATE SEPTEMBER 17,1996
~.IIJ~2I~%~31C~L REPORT
TO Mayor and Members of the City Council
FROM Ted Benavldes, C~ty Manager
SUBJECT RFSP # 1914 - CUSTOMER SERVICE AND UTILITY BILLING NEEDS
STUDY
RECOMMENDATION: We recommend flus proposal be awarded to TMG Consulting, Inc m the
amount of $24,345 00 for Phase I only
SUMMARY: The content, cost and justification for acceptance of the proposal from TMG was
presented to Council dunng the work sessmn on September 10, 1996 Phase I, as recommended, will
research and assess the feasibility of outsourcmg, partner billing, or selecting a new Customer
Informatmn Serwce System (CIS) TMG Consulting Ine will submit a study consisting of a cost
benefit analysm and a written recommendatmn on the best option for meeting the City of Denton
Customer Information and Utility Bflhng System needs
~ C~ty Council Report dated August 20, 1996, presented September 10, 1996,
proposed consulting agreement from TMG Consulting Inc
PROGR~M~; DEPARTMENT~ OR GROUPS AFEECIED~ Customer Servme D~ws~on, C~ty
of Denton Mumc~pal Utility and C~t~zens of Denton
FISCAL IMPACT.. Funds for Phase I of the referenced study are available ~n the 1995-96 budget,
account #100-040-0022-8502 Customer Service Speetal Servmes
Respectfully submitted
Ted Benawdes
City Manager
Approved by
Name Tom D Shaw, C P M
T~tle Purchasing Agent
773 AGENDA
10
DATE August 20, 1996
cl-rY COUNCIL REPORT
TO Mayor and Members of the City Council
FROM Ted Benawdes, C~ty Manager
SUBJECT STRATEGIC ISSUES RELATED TO UTILITY BILLING
RECOMMENDATION Staff and the Pubhc Ubhty Board recommends that the C~ty of
Denton conduct an ~n-depth study of the Customer Information and Ubhty Bdhng System
The purpose of the study is to ~dentlfy the best approach to enhance the services we
provide our customers
~ The quahty of our service depends on the sabsfacbon of our customers
Therefore, a few years ago we designed and ~mplemented several projects to ~ncrease
customer satisfaction through convenience, avadab~hty and equity The C~ty now accepts
request for ubhty servme, d~sconnects and credit extensions by phone As a result, the
number of customers that visit our office annually has decreased by more than fifty (50%)
percent In addition, to give our customers as many options as possible, we now accept
Discover Card for payments The City Hall ~n the Mall office extends the same services
as prowded ~n the mare office and both offices offer extended hours
The above menboned projects are only a few of the recent enhancements to the service
we prowde our customers We conbnue to provide Equahzed Payment Plans, Bank Drafts,
Plus One Support, Co-Signer Notification, Landlord Automatic Re-connecbon, etc
However, to prowde additional enhancements and prepare for an unpredictable future ~n
the Electnc industry, the C~ty will need to study it's Customer Informabon and Ubhty Bdhng
System The results of the study will determine which enhancements wdl be avadable
(See Attachment "A") However, we know there ~s a need for a flexible system which we
can amend ~n a bmely and cost effective manner
~ The proposed study of the C~ty's Customer Information and Ubhty Bdhng
System will be ~n two (2) phases Phase I will research and assess the feas~bdlty of out-
sourcing, "partner bdhng", or selecbng a new CIS System Phase II will ~nvolve the
select~on of a specific source, firm or software and platform to meet our utility b~lhng needs
The conclusion of the study wdl consist of a cost benefit analysm and a written
recommendation on the best opbon for meeting the C~ty's Customer Informabon and Ut~hty
Bdhng System needs
3.3.
On June 13, 1996, we received two (2) responses to our RFP, which was designed
to ~dentlfy firms capable of conduct,rig such a study The two (2) responses were
from TMG Consulting, Inc and Perot Systems Corporation The cost of the study
conducted byTMG Consulting, Inc ,s $73,875 (~ e, $60,000 fixed fee and $13,875
expenses) The cost of the study conducted by the Perot Systems Corporation ~s
$75,000 plus actual expenses The Perot System Corporation also faded to present
their proposal m two (2) phases as required by the Request for Proposal
In addition to being the lowest responsible b~dder, TMG Consulting, Inc also worked
w~th the C~ty to develop a strategic technology plan Therefore, we recommend
accepting their proposal Attachments "B", "C" and "D" ~dentlfy the major phases of
the entire process and the tlmel,nes for the phases that are contained in the proposal
PROGRAMS, DEPARTMENTS OR GROUPS AFFECTED C~ty Councd, Public Utd~ty
Board, Utd~ty Department and Customers of the City of Denton wdl be affected
FISCAL IMPACT We recommend that the C~ty only conduct Phase I of the study at
th~s time Th~s would cost $24,345 (~ e, $20,000 fixed fee and $4,345 expenses)
Respectfully submitted
Ted Benavides
City Manager
Prepared by
DH ~ca~ rL o~ e~fs~o pe rat,o n s
Approved by
Executive D~rector of Finanace
AFF0129E
12
CONSULTANT AGREEMENT
~ TH~S ~GREEMENT, made and entered into on this /~'~- day of
~ , 1996 by and between the Clty of Denton, Texas,
a mu~lclpal corporation, hereinafter referred to as "CLIENT", and
TMG Consulting, Inc , a Texas corporation located at 9210 Honeycomb
Drive, Austin, Texas 78737, hereinafter referred to as "CONSUL-
TANT"
WITNESSETN
W~EREAS, the CLIENT is seeking to conduct an in-depth study of
its Customer Information and utility Billing System in order to
research and assess the feasibility of outsourclng, "partner
billing", or selecting a new CIS system, and
W/qEREAS, the CONSULTANT is an experienced professional
information system and management consulting firm with particular
knowledge of this Project, possesses the skills required, and has
the personnel resources to perform the required work, and
WHEREAS, this Agreement allows the performance by the CONSUL-
TANT of required services for the Project in a professional manner,
as requested by the CLIENT
NOW, THEREFORE, for and zn consideration of the promises,
covenants, and agreements herein contained, the parties mutually
AGREE as follows
1 STATEMENT OF SERVICES - SCOPE OF WORK
CONSULTANT agrees to put forth its best effort to provide the
CLIENT with the professional services of CONSULTANT's staff to
perform professional customer system optimization strategy
activities as may be required by the CLIENT
CONSULTANT shall furnish all necessary labor and supervision,
except as specified hereunder to be furnished by CLIENT, and shall
perform the Services specified in Addendum A, PROPOSAL SUBMITTED TO
THE CITY OF DENTON, subject to and in accordance with the terms and
conditions of this Agreement
2 SOLE AGREEMENT
This Agreement shall supersede all prior agreements and
understandings between the parties with respect to the subjects
hereof, and is the entire agreement of the parties Additional
agreements and documents between the parties, such as proposals
from CONSULTANTS and written acceptances by the CLIENT, may be
attached as mutually agreed Addenda to this Agreement in order to
more specifically define CONSULTANT's participation on individual
projects for which CLIENT shall engage CONSULTANT to provide such
services This Agreement may only be modified or termmnated in
writing by either party
3 INCORPORATION OF CONTRACT DOCUMENTS
The CLIENT's Request for Proposal RFSP #1914 and the Proposal
made by the CONSULTANT are hereby incorporated by reference, and
the Terms and Conditions specified therein are hereby made an
integral part of this Agreement In the event of conflict between
the terms of th~s Agreement and the exhibits attached to this
Agreement, the Agreement wlll control over the terms and conditions
of the attached exhibits (the CLIENT's Request for Proposal and the
Proposal made by the CONSULTANT)
4 ASSIGNED EMPLOYEES
CONSULTANT's personnel shall be and w~ll remain at all t~mes,
during such assignments, employees and/or subcontractors of
CONSULTANT The CLIENT shall not be responsible for any payments
due CONSULTANT's employees and/or subcontractors on account of, or
in connection with, thls Agreement
CONSULTANT shall provide services to CLIENT as an lndependent
contractor, not as an employee of CLIENT CONSULTANT shall not
have or claim any right arising from employee status
CONSULTANT's employees and/or subcontractors assisting the
CLIENT under this Agreement who are found, in the CLIENT's sole
oplnlon, to be unsatisfactory for services to be performed
hereunder, shall be removed by CONSULTANT ~mmed~ately upon receipt
of such written request by the CLIENT Such employee shall be
replaced with another CONSULTANT employee satisfactory to the
CLIENT as soon as possible
5 INSURANCE
CONSULTANT shall provide and malntaln, with forms and ~nsurers
acceptable to CLIENT, until all the obligations under th~s
Agreement are satisfied, the following coverage
Comprehensive General L~ab~llty Insurance wlth a combined
s~ngle l~m~t of One M~ll~on Dollars ($1,000,000) each
occurrence The pollcy shall include coverage for bodily
injury llablllty, property damage l~ab~l~ty, personal
injury l~ab~l~ty (~nclud~ng coverage for contractual and
employee acts), and blanket contractual Sa~d policy shall
contaln a severablllty of lnterests provision
CONSULTANT shall furnish ~nsurance certificates or ~nsurance
policies at the CLIENT's request to evidence such coverage The
insurance policies shall name CLIENT as an additional ~nsured, and
shall contain a provision that such ~nsurance shall not be
cancelled or modified without 30 days prior wrltten not~ce to
CONSULTANT and CLIENT In such event, CONSULTANT shall, prior to
the effective date of the change or cancellation, furnlsh CLIENT
Page 2
substitute policies furnlshmng the same coverage
CONSULTANT and its insurers provmdmng the required coverage
shall waive any and all clamms or rights of recovery against CLIENT
and 1ts directors, officers, employees, and agents
6 PAYMENT
Based on the scheduled completion of the professional consult-
lng effort as defined under Item 1, Statement of Servmce - Scope of
Work Ail labor services performed by the CONSULTANT shall be
lnvomced at a fmxed amount of $10,000 per month, with professmonal
fees guaranteed not to exceed $20,000 Out-of-pocket expenses are
to be billed based upon actual amounts incurred These expenses
are guaranteed not to exceed $4,345 CLIENT may wmthhold the final
ten percent (10%) of the contract amount until satisfactory
completmon of the work requmred by th~s Agreement It is specmfl-
cally understood and agreed that CONSULTANT shall not be authorized
to undertake any work pursuant to thms Agreement which would
require additional payments by CLIENT for any charge or expense
above the maximum not to exceed fees as stated, without CONSULTANT
having obtained prior wrmtten authorization of CLIENT
The CLIENT shall make payments to the CONSULTANT under this
Agreement based on the successful and tmmely completion of the
scheduled services by CONSULTANT The CONSULTANT will submit to
the CLIENT mnvomces for servmces completed the previous month
Payment by the CLIENT shall be made wmthln thirty (30) days of
receipt of the invoice
Ail deliverables and related invoices will be directed to
Mr Harlan Jefferson
Director of Fiscal Operations
Cmty of Denton
215 E McKlnney
Denton, Texas 76201
It is expressly agreed that under no cmrcumstances shall the
CLIENT be responsible for payment or CONSULTANT be entitled to
compensatmon for any services or expenses of any kind or nature in
addition to the f~nancmal participation of the CLIENT unless such
additional amounts are approved by the CLIENT
In the event the CLIENT determines that it becomes necessary to
amend the pro]ect budget, mt may be done admmnzstratmvely by the
CLIENT
7 TERMINATION OF AGREEMENT
The CLIENT shall have the rmght to termmnate this Agreement at
any time at the CLIENT's convenience without cause, by giving fmve
Page 3
(5) days written notice of same to the CONSULTANT Upon recezv~ng
notzce of termlnatlon, CONSULTANT shall d~scontlnue the work on the
date and to the extent speclfzed ~n the notice and place no further
orders for sub services except as needed to continue any portion of
the work which was not terminated CONSULTANT shall also make
every reasonable effort to cancel, upon terms satisfactory to the
CLIENT, all orders or subcontracts related to the termznated work
If thzs Agreement zs terminated at the CLIENT's convenience
after CONSULTANT has commenced any work, mobilization, or other
off-site actlv~t~es under thls Agreement, CONSULTANT wzll be paid
its actually zncurred costs, zncludzng admznzstrat~ve and general
overhead costs and demobilization costs, determlned zn accordance
wzth generally accepted accountlng prznczples conszstently applzed,
provlded that, if compensation under this Agreement zs on a tlme
and materzals baszs, CONSULTANT w~ll be compensated at the rates
spec~fzed zn the Agreement for work actually accomplzshed prior to
the not~ce of termination Notwlthstandlng the foregoing, CLIENT
may termlnate this contract immediately, without prlor notlce, if
for cause
8 CONFIDENTIALITY OF INFORMATION
The parties acknowledge that zn the course of this Agreement
they w~ll have access to, and/or wzll be zn possesszon of,
confidentzal ~nformatzon of the other "Confidential Information"
shall mean ~nformatzon regarded by that party as confidential,
· nclud~ng information relating to zts past, present or future
research, development or buszness affairs, future pro3ect purchas-
es, and any proprietary products, materzals, or methodologzes
Each party shall hold zn confidence, ~n the same manner as ~t
holds zts own confldentmal znformatlon of lzke and kznd, all
Confidentzal Informatlon of the other to whzch it may have access
hereunder Access to Confidential Information shall be restrzcted
to those of the party's personnel w~th a need to know and engaged
in a permztted use Each party's reports and work papers marked
conf~dentlal shall neither be exhlblted nor dlstrlbuted in any way
to parties external to the other party
The foregoing shall not proh~bzt or lzm~t e~ther party's use of
· nformat~on (~ncludlng, but not l~mzted to , zdeas, concepts, know-
how, technzques, and methodologzes) (z) previously known to ~t,
(z~) independently developed by it, (z~) acquired by it from a
thzrd party wzthout continulng restrzct~on on use, (lv) which is,
or becomes, publzcly available through no breach of thzs Agreement,
or (v) as may be requzred by law
Thzs section shall survzve termination of the Agreement for any
reason
The CLIENT shall be the owner of all work papers created and
Page 4
software developed or delivered in connection with this Agreement
CONSULTANT shall deliver all work papers created in connection with
this Agreement CONSULTANT shall be entitled to retain a duplicate
set of such work papers for its files for informational purposes
and not for duplication or distribution
9 RESPONSIBILITY OF THE CLIENT
The CLIENT will
(a) Provide information as to its requirements for the Project
as described in the approved final schedule
(b) Assist CONSULTANT by placing at ItS disposal all available
information pertinent to the Project lncludln9 previous reports
and any other data relative to the Project as is required by
the approved final schedule
(c) Furnish to CONSULTANT, as required for performance on
CONSULTANT services, data, and other special research as
required and available and appropriate professIonal znterpreta-
tlons of all the foregoing, provide that CLIENT in its sole
opinion 1s not unduly burdened with complying w~th this
provision
(d) Examine all studies, reports, specifications, proposals,
and other documents presented by CONSULTANT, in a timely
manner, and render in writing the decision pertaining thereto
within that time specified in the approved final schedule
(e) Designate Harlan Jefferson to act as the CLIENT's Pro]ect
Director on behalf of the CLIENT, with respect to the work to
be performed under this Agreement
(f) G~ve prompt written not~ce to CONSULTANT whenever the
CLIENT observes or otherwise becomes aware of any development
that affects the scope or timing of CONSULTANT's services
10 WARRANTY
CONSULTANT warrants that the Services and Software shall be
free of defects and shall be in accordance with the requirements of
the Agreement, and that the Software shall be merchantable and
suitable for the use intended, and shall be compatible with, and
capable of efficiently operating on the systems described in Item
1 of the Agreement Any corrected Services and Software shall be
s~mllarly warranted
CONSULTANT expressly warrants that by providing the CLIENT with
the services and software that they do not in any way invalidate
the l~censes given to the CLIENT by various software vendors, nor
do they breach the confidentiality of such software, documentation,
Page 5
or related materaals
11 COMPLIANCE WITH LAW
CONSULTANT agrees to comply wath all local, state and federal
laws, regulations, rules and orders relating to the services as
they may now read or as they may be hereafter amended In
performang the servaces required hereunder, CONSULTANT shall not
discriminate against any person on the basas of race, color,
religion, sex, nataonal origin or ancestry, age or physacal
handicap
12 SPECIAL CONDITIONS
The part~es also include the following provisions
(a) If the project scope of work is ancreased or changed by the
CLIENT ~n such a manner as to require additional labor or
expenses, CONSULTANT, wath wratten Pro3ect Director and
Purchaslng Office approval, will adjust both scope and fees
through wratten amendment to thas Agreement
(b) CONSULTANT's pro]ect team members wall have the opportunaty
and authority to contact personnel of the CLIENT directly in
the performance of technical consultmng duties
(c) CONSULTANT shall testify, when required by CLIENT, on
CLIENT's behalf, ~n any court or governmental or regulatory
agency hearangs or proceedangs relatzve to the work performed
under this Agreement
(d) D~sputes on any matter relatang to th~s Contract shall be
discussed and resolved by authorized representataves of each
Party who have the authority to bind the party that they
represent The Parties shall use their best efforts to
amicably and promptly resolve the dispute However, pending
resolution of any dispute, and at CLIENT's option CONSULTANT
shall proceed with the Work, or that portion thereof, an
dmspute, as d~rected by CLIENT and the cost of such Work, or
the portzon thereof in d~spute, shall be accounted for in a
segregated account pendlng resolutaon of the d~spute
(e) Consultant shall commence, carry on, and complete any and
all work provlded for in this Agreement, wath all applicable
d~spatch, ~n a sound, economical, efflcment manner In
accompllshang the work, CONSULTANT shall take such steps as are
appropriate to ensure that the work is properly coordinated
wath related work being carraed on by the CLIENT
13 ASSIGNABILITY
CONSULTANT shall not assagn any interest an thas Agreement and
Page 6
shall not transfer any znterest zn thzs Agreement, without the
prior wrztten consent of the CLIENT
14 INDEMNITY AGREEMENT
CONSULTANT shall lndemnmfy and save and hold harmless the
CLIENT and its officers, agents, and employees from and against any
and all lzabmlmty, clalms, demands, damages, losses and expenses,
· ncludLng but not lzmlted to court costs and reasonable attorney
fees incurred by the CLIENT, and lncludlng wmthout lzmltatzon
damages for bodzly and personal injury, death and property damage,
resulting from the negligent acts or omissions of the CONSULTANT or
zts offmcers, shareholders, agents, or employees zn the executmon,
operatzon, or performance of thls Agreement
Nothmng ~n this Agreement shall be construed to create a
lzabzlzty to any person who ms not a party to this Agreement and
nothzng here~n shall waive any of the party's defenses, both at law
or equzty, to any clazm, cause of actmon or lztmgatmon filed by
anyone not a party to this Agreement, zncludzng the defense of
governmental ~mmunzty, which defenses are hereby expressly
reserved
15 ADDRESSES OF PARTIES TO AGREEMENT
All correspondence, contacts, notzces, reports, and other
communmcatlons other than mnvozces between the parties to thzs
Agreement should be made to the followzng
Czty of Denton TMG Consultmng
215 E McKlnney 9210 Honeycomb Drive
Denton, TX 76201 Denton, TX 78737
Attn Mr Harlan Jefferson Attn Mr Greg Galluzzz
Phone (817) 566-8224 Phone (512) 288-2655
16 GOVERNING LAW
Thzs Agreement shall be construed zn accordance w~th the laws
of the State of Texas Venue of any suit or cause of actmon shall
lie excluszvely zn Denton County, Texas
IN WITNESS HEREOF, the City of Denton, Texas has caused thms
Agreement to be executed by zts duly authorized City Manager and
CONSULTANT has executed this Agreg~gnt through lt~ du_~f a~thorlzed
undersigned officer on thmsthe /'/~~ day of ~.~;~. ~2 ,
1996
Page 7
CITY OF DENTON, TEXAS
(CLIENT)
TED BENAVIDES, CITY MANAGER
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
BY ~ ~
TMG CONSULTING, INC
( CONSULT~)~ /7 /
TITLE _ ~--~ ~'2J)~/'~
ATTEST
Page 8
ADDENDUM A
PROPOSAL SUBMITTED TO THE CITY OF DENTON
Page 9
ADDENDUM B
CITY OF DENTON REQUEST FOR SEALED PROPOSAL RFSP %1914
Page 10