1990-097 ORDINANCE NO. ~-~)~ Y
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND MINER AND MINER, CONSULTING
ENGINEERS, INC. FOR THE DESIGN AND IMPLEMENTATION OF DATABASE AND
USER INTERFACE SOFTWARE; AUTHORIZING THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the City Manager is authorized to execute an
agreement between the City of Denton, Texas and Miner and Miner,
Consulting Engineers, Inc. for the design and implementation of
database and user interface software, under the terms and condi-
tions contained in said agreement, which is attached hereto and
made a part hereof.
SECTION II. That the city Council hereby authorizes the
expenditure of funds in the manner and amount as specified in the
agreement.
SECTION III. That this ordinance shall become effective
immediately upon its passage and approval.
PASSED AND APPROVED this the /~day of ~ , 1990.
BOB CASTLEBERRY, MAY~ ~
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: ~ ' ' '
APPROVED AS TO LEGAL FORM:
DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY
910 27thAvenue Miner and Miner, Consulting Engineers, Inc.
Post Office Box 548
Greeley, Colorado ~
80632-0548
Greeley (303) 352-3706
Denver (303) 623-3119
FAX (303) 352-3716
June 29, 1990
Jerry Drake
City of Denton
215 E. McKinney
Denton TX 76201
Subject: Miner and Miner Contract No. 1290-553-1
Dear Mr. Drake:
Accompanying this letter are two signed originals of Miner and Miner Contract No. 1290-
553-1. This contract is an agreement to provide database and user interface design for
Denton's GIS project.
Please fill in the appropriate date and signature blanks once the City Council has
approved it, then return one copy to Miner and Miner.
Best regards,
MINER AND MINER, CONSULTING ENGINEERS, INC.
~yer~s~ ~/~~
Associate
RWM:bc
Enclosures
AGREEMENT
FOR
DATABASE AND USER INTERFACE DESIGN SERVICES
CONTRACT NUMBER 1290-553-1
This is an Agreement made as of ,1990, between the City of
Denton, Texas (OWNER) and Miner and Miner, Consulting Engineers, Inc. (CONSUL-
TANT).
OWNER employs CONSULTANT to provide OWNER with a Database and User
Interface Design for ARC/INFO for use in an Automated Mapping/Facilities Management
(AM/FM) environment in accordance with the attached Scope of Work (Appendix A), dated
(the "Assignment").
For purposes of this Project, CONSULTANT may employ as an associate firm,
Environmental Systems Research Institute (ESRI), hereafter referred to as Associate.
Specific duties for CONSULTANT and Associat~ are designated in the attached Scope of
Work. Throughout this Agreement, the word CONSULTANT may refer to duties, rights
and responsibilities of both CONSULTANT and Associate.
SECTION 1 -- BASIC SERVICES OF CONSULTANT
1.1. After written authorization to proceed, CONSULTANT shall perform the basic
services in accordance with the attached Scope of Work.
1.2. CONSULTANT shall consult with OWNER to clarify and define OWNER's
requirements for the Assignment and review available data.
1.2.1. CONSULTANT's relationship to OWNER in the performance of this Contract is
that of an independent contractor. The personnel performing services under this Contract
shall at all times be under CONSULTANT's exclusive direction and control and shall be
employees of CONSULTANT and not employees of OWNER. CONSULTANT shall be
fully liable for all acts and omissions of its employees, subcontractors, and their suppliers
and shall be specifically responsible for sufficient supervision and inspection to assure
compliance in every respect with Contract requirements.
1.2.2. There shall be no contractual relationship between any subcontractor or supplier
of CONSULTANT and OWNER by virtue of this Contract. No provision of this Contract
shall be for the benefit of any party except OWNER and CONSULTANT. CONSUL-
TANT shall pay all wages, salaries, and other amounts due its employees in connection
with this Contract and shall be responsible for all reports and obligations respecting them,
such as Social Security, income tax withholding, unemployment compensation, workers'
compensation and similar matters.
1.3. CONSULTANT shall furnish software and documentation for the Assignment as
specified in the attached Scope of Work.
Miner and Miner
1290-553 Page 1 of 6 pages
June 29, 1990
1.3.1. The CONSULTANT retains all proprietary rights for all software and documentation
furnished to the OWNER for use on this Assignment.
SECTION 2 -- ADDITIONAL SERVICES
2.1. Additional Services related to the Assignment will be performed by CONSULTANT for
an additional professional fee, if authorized in writing by OWNER prior to CONSULTANT
performing additional services.
SECTION 3 -- OWNER'S RESPONSIBILITIES
OWNER shall do the following in a timely manner so as not to delay the services of
CONSULTANT:
3.1. Provide all criteria and full information as to OWNER's requirements for the Assignment
and designate in writing a person with authority to act on OWNER's behalf on all matters
concerning the Assignment;
3.2. Furnish to CONSULTANT all existing studies, reports and other available data pertinent
to the Assignment, in accordance with the attached Scope of Work.
SECTION 4 -- PERIOD OF SERVICE
4.1. CONSULTANT's Basic Services will be performed and the Pilot Project completed
within the time period or schedule stipulated in accordance with the attached Scope of Work.
4.1.1. CONSULTANT shall begin ASSIGNMENT within 30 days of execution of this
Agreement and complete the ASSIGNMENT within 140 days of the ASSIGNMENT starting
date.
4.2. CONSULTANT's Additional Services will be performed and completed within the time
period agreed to in writing by the parties at the time such services are authorized.
SECTION 5 -- PAYMENTS TO CONSULTANT
5.1. M~thods of Payment for Services of CONSULTANT.
5.1.1. For Basic Services. OWNER shall pay CONSULTANT for all Basic Services
rendered under Section 1 as follows:
Miner and Miner
1290-553 Page 2 of 6 pages
June 29, 1990
5.1.1.1. On the basis set forth as follows, phased fixed fee of $35,700:
Task Pi~ym~n~
Upon execution of this Agreement $ 1,500
Upon completion of Task 1.2.4 as set forth
in the attached Scope of Work 14,500
Upon completion of Task 1.3.2 as set forth
in the attached Scope of Work 12,000
Upon completion of Task 1.2.5 as set forth
in the attached Scope of Work 7,700
5.1.2. For Additional Services. OWNER shall pay CONSULTANT for all Additional
Services rendered under Section 2 on the basis agreed to in writing by the parties at the time
such services are authorized.
5.2. CONSULTANT shall submit phased statements for Basic Services rendered. The
phased statements shall include detailed support for Basic Service Labor and Expenses.
5.3. CONSULTANT's above charges are on the basis of prompt payment of bills rendered
and continuous progress of the work on the Assignment until completion of the final task.
5.4. If OWNER fails to make any payment due CONSULTANT for services and expenses
within thirty days after receipt of CONSULTANT's statement therefor, CONSULTANT may,
after giving seven days' written notice to OWNER, suspend services under this Agreement
until CONSULTANT has been paid in full all amounts due for services, expenses and charges.
SECTION 6 -- GENERAL CONSIDERATIONS
6.1. CONSULTANT shall deliver to OWNER one (1) copy of application software, user's
manuals, and associated documents prepared under the terms of this Agreement. Originals of
design and study notes, calculations, correspondence, and similar material will be maintained
by the CONSULTANT and made available to the OWNER on request. Reasonable amounts of
copies will be furnished to the OWNER by the CONSULTANT at no additional cost.
OWNER has the right to use all such documents for OWNER's internal use only without
obligation to CONSULTANT. Any reuse by OWNER on any other project or extension
without written verification or adaptation by CONSULTANT for the specific purpose intended
will be at OWNER's sole risk and without liability or legal exposure to CONSULTANT or his
independent professional associates or consultants and OWNER shall indemnify and hold
harmless CONSULTANT and CONSULTANT's independent professional associates and
consultants from and against all claims, damages, losses and expenses, including attorney's
fees, arising out of or resulting therefrom. Any such verification or adaptation requested by
OWNER and provided by CONSULTANT shall entitle CONSULTANT to additional
compensation on a mutually agreed upon basis.
Miner and Miner
1290-553 Page 3 of 6 pages
June 29, 1990
6.1.1. CONSULTANT warrants that it has (1) exercised and will continue to exercise high
standards of professional care, knowledge, skill and judgment in performance of its obligations
hereunder, (2) that in preparing its data, analysis, forecast or service documentation, it shall
use sound professional principles and practices in accordance with accepted industry standards
and in conformance with the descriptions, data, or other requirements set forth in the
Agreement, and (3) if notified of any material errors in the service, it shall use its best efforts to
correct such errors at no additional cost to OWNER.
6.2. OWNER and CONSULTANT each reserve the right to cancel this Agreement at any time
by giving the other party thirty (30) days written notice of its intention to cancel. If the
Agreement is cancelled before completion, OWNER agrees to compensate CONSULTANT for
services provided and expenses incurred prior to notice of cancellation.
6.2.1. OWNER and CONSULTANT each is hereby bound and the partners, successors,
executors, administrators and legal representatives of OWNER and CONSULTANT (and to
the extent permitted by paragraph 6.2.2 the assigns of OWNER and CONSULTANT) are
hereby bound to the other party to this Agreement and to the partners, successors, executors,
administrators and legal representatives (and said assigns) of such other party, in respect of all
covenants, agreements and obligations of this Agreement.
6.2.2. Neither OWNER nor CONSULTANT shall assign, sublet or transfer any rights
under or interest in (including, but not without limitation, moneys that may become due or
moneys that are due) this Agreement without the written consent of the other, except to the
extent that any assignment, subletting or transfer is mandated by law or the effect of this
limitation may be restricted by law. Unless specifically stated to the contrary in any written
consent to an assignment no assignment will release or discharge the assignor from any duty or
responsibility under this Agreement. Nothing contained in this paragraph shall prevent
CONSULTANT from employing such independent professional associates and consultants as
CONSULTANT may deem appropriate to assist in the performance of services hereunder;
however, OWNER retains the right to approve all subcontractors. CONSULTANT agrees to
comply with Federal Equal Opportunity Employer labor practices.
6.3. The CONSULTANT agrees to carry and keep in full force during the performance of
work hereunder insurance sufficient to fully protect CONSULTANT and OWNER from all
damages, claims, suits and/or judgments, caused or claimed to have been caused by, or in
connection with the performance or failure to perform any work undertaken by the
Consultants, his subcontractor, or their agents, or employees. The Insurance Requirements
shall include Workers' Compensation and Employer's Liability which shall apply to all persons
employed by CONSULTANT and which shall conform to the statutory requirements of each
state in which CONSULTANT performs work. CONSULTANT may be a qualified Self-
insurer for Workers' Compensation in certain states, and may be a participant in mandatory
State funds in certain states.
6.3.1. In addition, CONSULTANT shall carry Commercial General Liability in the amount
of $1,000,000, each occurrence and $1,000,000 aggregate, and Business Automobile Liability
covering all owned, non-owned and hired automobiles of CONSULTANT, with the OWNER
as an additional insured, in the amounts as follows:
Miner and Miner
1290-553 Page 4 of 6 pages
June 29, 1990
Bodily Injury/Property Damage - $1,000,000, single limit
Uninsured Motor Vehicle
Bodily Injury - $25,000 each person; $50,000 each accident
6.3.2. CONSULTANT shall and does hereby agree to indemnify and hold harmless
OWNER from any and all damages, loss, or liability of any kind whatsoever, by reason of
injury to property or third persons occasioned by negligent or intentional acts or omissions of
CONSULTANT, its officers, agents, employees, invitees, and other persons for whom it is
legally liable, with regard to the performance of this Agreement, except to the extent such acts
or omissions are attributable to OWNER, and CONSULTANT will, at its cost and expense,
defend and protect OWNER against any and all such claims and demands.
6.3.3. The user interface developed by CONSULTANT for OWNER is sold as a service
product; on-going use of the use interface software by OWNER in a manner other than that for
which it was designed will result in no liability to CONSULTANT based on damages resulting
from use of the user interface software.
6.4. OWNER will have the right to audit the accounting records and associated documents of
the CONSULTANT. Such right to audit shall be for detemdnation of compliance to terms and
conditions of the Contract and shall include, but not be limited to the following circumstances:
1. If the Contract is terminated for any reason in accordance with the provisions of this
document, OWNER will have the right to check the amount claimed by the CON-
SULTANT at the date of termination.
2. In the event of disagreement between the CONSULTANT and OWNER at any time on
the amount due under the terms of this Contract.
3. To substantiate the amount invoiced or paid, or in connection with added work
authorization.
4. Whenever necessary to determine OWNER's rights and the CONSULTANT's
obligations under the Contract or to ascertain any facts relative to any claim against the
CONSULTANT which may become a charge against OWNER.
The CONSULTANT and Subcontractors shall preserve all records and accounts associated
with this job for a period of two years after the completion of the Contract.
6.5. Nothing under this Agreement shall be construed to give any rights or benefits in this
Agreement to anyone other than OWNER and CONSULTANT, and all duties and responsi-
bilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of
OWNER and CONSULTANT and not for the benefit of any other party.
Miner and Miner
1290-553 Page 5 of 6 pages
June 29, 1990
If any section, subsection, paragraph, sentence, clause, phrase or word in the Agreement, or
application thereof to any person or circumstance is held invalid by any court of competent
jurisdiction, such holding shall not affect the validity of the remaining portions of this
Agreement, and the parties hereby declare they would have enacted such remaining portions
despite any such invalidity.
6.6. This Agreement (consisting of pages 1 to 6 inclusive) together with attached Scope of
Work constitutes the entire Agreement between OWNER and CONSULTANT and supersedes
all prior written or oral understandings. This agreement and said attached Scope of Work may
only be amended, supplemented, modified or cancelled by a duly executed written instrument.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the
day and year first above written.
OWNER CONSULTANT
CITY QF27DENTON. TEXAS . /~/ MINER AND MINER, CONSULTING
byd . arre , City anager { Charles W. Meyers, P.~E., President
Date: ~/~'~- ,~d) Date: ,f~'
ATYEST:
Jennifer Walters, City Secretary
Date: 7-/~7- go
APPROVE~D AS TO LEGAL FORM:
Debra A~..Dr~a~vo~ City Attorney
By: ~
/
/
Address for' Giving Notices: Address for Giving Notices:
City of Denton 910 - 27th Avenue. Box 548
A[tn; Purchasing Department Greeley CO 80632
901 B Texas Street
Dcn,0n, TX 76201
Miner and Miner
1290-553 Page 6 of 6 pages
June 29, 1990
APPENDIX A
DATABASE AND USER INTERFACE DESIGN
SCOPE OF WORK
1.0 Scope of Work
Miner and Miner (M&M) will provide database design services and utility application software
for the City of Denton. These services and products will be performed and delivered to run on
an 1BM Unix workstation platform as the following task series:
1. Database and User Interface Design
In conjunction with the utility database design effort, Miner and Miner will prepare an
ARC/INFO Land Base Design.
Within ARC/INFO, the Land Base will be represented by a set of coverages and related
attribute tables. The design of this Land Base must support required map products anticipated
by Denton GIS users and serve as a reference for utility features and applications.
All maps and geographic analysis applications anticipated for the Denton ARC/INFO GIS will
be ties to a representation of the earth's surface, a 'Land Base'. Such a Land Base will include
as specified by the City of Denton such physical features such as streams, buildings, curb
lines, etc. (called planimetric features), or legal divisions of land holding such as public land
survey lines, street center lines and right-of-way, meander lines, etc. (called cadastral features).
In some cases, topographic features such as contour lines and spot elevations are included.
More advanced Land Bases incorporate planimetric, cadastral and topographic features.
On conclusion of pilot area testing and analysis, the City of Denton will be in a position to
proceed to database conversion with confidence that high priority applications will be
consistent with the fully populated database. The following paragraphs describe each task
series in greater detail.
Task Series 1 Database and User Interface Design
Task 1.1 Project Kick-OffMeetine
The project will begin with a Kick-Off Meeting in which the system design and project
management methods will be reviewed. Techniques and tools for developing the database
design will be reviewed. In addition, a joint working relationship which will provide the
design team with necessary information while minimizing staff time requirements will be
developed.
Task 1.2 Database Design
Immediately upon conclusion of the project kick-off meeting, Miner and Miner will initiate the
task of database design. This process is critical to the overall utility of the Automated
Mapping/Facilities Management (AM/FM) database. M&M will pursue an approach which
affords generous review to assure quality and completeness. Adequate review by Denton will
ensure that, 1) design oversights may be avoided, and 2) the City of Denton has a full
Miner and Miner
1290-553 Page 1 of 3
5124190
understanding of the structure of the database and the full potential for application development
within this database. The essential steps M&M will follow in the database design task are:
1. Review of Existing Studies and Source Documents: Miner and Miner will
review, if available, existing conceptual database design specifications and application
requirements, the basic tenets of which M&M will attempt to incorporate in the ARC/INFO
database design. M&M will also review existing map and tabular records and/or other
information offering guidelines on GIS map product requirements. A full-day review session
with technical participants of the City of Denton GIS team will be required to complete these
reviews.
2. Prepare Preliminary Draft Database Design: Based on reviews of existing
material and knowledge of the high priority application requirements, Miner and Miner will
prepare a Preliminary Draft Database Design which will be a 'first cut' at the content and
structure of the ARC/INFO database to be submitted to the City of Denton for review. The
design will address the water, sewer, electrical systems, and land base databases.
3. Review Preliminary Draft Database Design: This review will consist of written
comments from the City of Denton as well as a review meeting to be conducted by telephone
conference call.
4. Preparation of Draft Final Database Design: Based on results of the design
review, M&M will revise the Preliminary Draft and prepare a Draft Final Database Design.
This design will serve as a model for development of the pilot area project database.
5. Finalize Database Design: On completion of the pilot area database testing,
M&M will incorporate changes and/or additions to the database design identified as necessary
in the course of the pilot analysis.
Task 1.3 Primary. User Tool (PUT~ Customization
To make the ARC/INFO GIS more friendly for utility users, M&M will provide added
software customized for the City of Denton. The software additions are enhancements to
ARC/INFO and will be designed to work with the database design for the City of Denton.
They are part of a package of programs for electrical, water and waste water utility users, called
MMARCTOOLS. This software will provide the tools for managing maps and data, and give
the user a simpler means of using the GIS for facilities management funcuons.
The PUTs are menu-driven sets of macros written in Arc Macro Language (AML) an
interpretive language for designing user interfaces and applications which comes with
ARC/INFO. The PUTs consist of four utilities.
MMSARC -- A utility for establishing coverages or data sets for an ARC/INFO
database. MMSARC sets up the tabular and graphic entry processes for feature attribute data,
and provides for original data error checking.
Miner and Miner
1290-553 Page 2 of 3
5124190
MMSAE -- A utility for editing/adding to data. MMSAE provides the user with control
of coverages for edit and background display, and capabilities to edit feature attribute tables.
MMSAP -- A utility to simplify query and display of coverage data. MMSAP enables
the user to interactively query feature attribute tables, and to compose screen and hard copy
displays.
MMLIB -- A utility to simplify the use of ARC/INFO's librarian, which enables the
user to look at and manage large areas or portions of large areas of data.
These software tools will provide the structured query environment for the City of Denton's
Geographic Information System, including menus and screens for engineering and facility
data, capacity and loading, maintenance schedules and history, inspection schedules and
history, land use information, equipment and construction standards. The Primary User Tool
Customization task is comprised of the following steps:
1. Functional Specification Review: M&M and the City of Denton will review
existing functional specs for the PUTs to determine what customization, if any, will be
necessary. The review meeting will be conducted by telephone conference call.
2. PUT Customization: Based on the results of the functional spec review, M&M
will customize the PUTs for the City of Denton. -
3. PUT Installation: Once PUT customization is finished, M&M will install the
software for the City of Denton.
4. PUT Training: After the PUTs are installed, M&M will provide training and
documentation to the City of Denton in order to ensure a thorough working knowledge of the
software. Two days of training will be provided for up to four people.
Each of the project tasks and estimated start and duration is shown on the following Project
Schedule.
Miner and Miner
1290-553 Page 3 of 3
5124190