2007-277ORDINANCE NO. 2007-~
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL AND
PERSONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF DENTON,
TEXAS AND THE FIRM OF TELVENT MINER & MINER CONSULTING ENGINEERS,
INC. TO PROVIDE SOFTWARE ENGINEERING SERVICES ASSOCIATED WITH THE
MIGRATION OF THE DENTON MUNICIPAL ELECTRIC UTILITY GEOGRAPHIC
INFORMATION SYSTEM ("GIS"); AUTHORIZING THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE. (FILE 3919-IN A NOT TO
EXCEED AMOUNT OF $78,755).
WHEREAS, Telvent Miner and Miner Consulting Engineers, Inc., a Colorado
corporation, being a professional software engineering firm ("Telvent"), is being selected as the
most highly qualified entity on the basis of its demonstrated competence and qualifications to
perform the proposed professional services for the city; and
WHEREAS, the services of Telvent are services procured from a sole-source provider
that are only available from one source, and therefore exempt from competitive bidding under
the provisions of Texas Local Government Code Sec. 252.022(a)(7); the services are likewise
professional and personal services that are also exempt from competitive bidding under the
provisions of Texas Local Government Code, Sec. 252.022(a)(4); and
WHEREAS, attached hereto and made a part hereof by reference is a proposed
professional services agreement (the "Agreement") by and between the City of Denton, Texas
and Telvent to perform engineering services associated with the migration of the geographical
information system regarding Denton Municipal Electric; and
WHEREAS, the fees under the Agreement are fair and reasonable and are consistent with
and not higher than the recommended practices and fees published by the professional
associations applicable to Telvent's profession and such fees do not exceed the maximum, if any,
provided by law; NOW, THEREFORE,
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings set forth in the preamble of this ordinance are incorporated
by reference into the body of this ordinance as if fully set forth herein.
SECTION 2. The City Council hereby approves the Agreement. The City Manager, or
his designee is hereby authorized to execute the Agreement on behalf of the City and to carry out
the rights and duties of the City under the Agreement; and the City Manager is authorized to
expend funds as specified and required by the Agreement. A true and correct copy of said
Agreement is attached hereto as Exhibit "A." .
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the Ay day of660> 2007.
yw4oz"-
PERRV-*P,. MCNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: 9&e h d- oz-aQ 'l
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
By:
3-ORD-P' 19
STATE OF TEXAS §
COUNTY OF DENTON §
PROFESSIONAL AND PERSONAL SERVICES AGREEMENT FOR
CONSULTING SERVICES PERTAINING TO THE CITY OF DENTON, TEXAS
THI AGREEMENT is made and entered into on the ~ day of
1 2007, by and between the City of Denton, Texas, a Municipal
Corporation, with its principal office at 215 East McKinney Street, Denton, Texas 76201
("CITY"); and Telvent Miner & Miner Consulting Engineers, a Colorado Corporation, with
its principal office at 4701 Royal Vista Circle, Fort Collins, Colorado 80528, hereafter
("MINER & MINER"); acting herein by and through their duly authorized representatives.
WITNESSETH, that in consideration of the covenants, promises and agreements
herein contained, the CITY and MINER & MINER do hereby AGREE as follows:
ARTICLE I
EMPLOYMENT OF CONSULTANT
The CITY hereby contracts with MINER & MINER, as an independent contractor,
and MINER & MINER hereby agrees to perform the professional and personal services
herein in connection with the Scope of Services as stated in the Articles to follow, with
diligence and in accordance with the professional standards customarily obtained for such
services in the State of Texas.
ARTICLE II
SCOPE OF SERVICES
A. MINER & MINER, an international software engineering firm, shall provide to the
CITY professional and personal consulting services pertaining to: (1) Migration of the
electric utility GIS software environment to ArcGIS 9 .2, ArcSDE 9.2, ArcFM 9.2 and
Oracle 10g; (2) Implementation and enterprise data synchronization of Mobile ArcFM
Viewer for ArcGIS Engine with the Redliner Extension. The acquisition of these services is
from a sole source, in accordance with Texas Local Government Code Section
252.022(7)(A). MINER & MINER agrees to perform those services and tasks as more
particularly and specifically described in the "Telvent Miner & Miner Scope of Work"
dated October 2, 2007, consisting of fifteen (15) pages; which is attached hereto as Exhibit
"A" and is incorporated herewith by reference.
B. To consult with key personnel within Denton Municipal Electric and the Technology
Services Department of the CITY, and any other designated city personnel regarding any
and all aspects of the services to be performed pursuant to this Agreement.
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ARTICLE III
ADDITIONAL SERVICES
Any additional services to be performed by MINER & MINER, if authorized by the
CITY, which are not included as Basic Services in the above-described Scope of Services,
set forth as provided in Article 11 above, shall be later agreed-upon by CITY and MINER &
MINER, who shall determine, in writing, the scope of such additional services, the amount
of compensation for such additional services, and other essential terms pertaining to the
provision of such additional services by MINER & MINER.
ARTICLE IV
PERIOD OF SERVICE
This Agreement shall become effective on the date this Agreement is approved and
upon the issuance of a notice to proceed by the CITY. The termination date of this
Agreement shall be upon the earliest to occur of the following events: completion of the
work described herein, including additional services, and in the attached Exhibit "A"; or
upon the depletion and exhaustion of the $78,755 not-to-exceed amount provided for
herein; or upon fifteen (15) day's written notice to terminate, issued by the City Manager.
This Agreement may be sooner terminated in accordance with the provisions hereof. Time
is of the essence in this Agreement. MINER & MINER shall make all reasonable efforts to
complete the services set forth herein as expeditiously as possible and to meet the schedule
established by the CITY, acting through its Assistant City Manager of Utilities, or his
designee.
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
Compensation terms are pursuant to the "Service Quote" contained in page 12 of the
above Scope of Work. Reference is expressly made to page 12 for the specific figures
and the assumptions.
"Direct Non-Labor Expense" is defined as that expense, based upon actual cost, for
any out-of-pocket expense reasonably incurred by MINER & MINER in the
performance of this Agreement for supplies, long-distance telephone, telecopier,
reproduction expense, overnight courier, photocopy expense, transportation, travel,
communications, subsistence and lodging away from home and similar incidental
expenses reasonably incurred in connection with the Project. All expenses are
included in the fixed price Service Quote on page 12 of the Scope of Work.
B. BILLING AND PAYMENT:
1. For and in consideration of the professional and personal services to be
performed by MINER & MINER herein, the CITY agrees to pay MINER & MINER,
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a total fee, including reimbursement for direct non-labor expense, of not to exceed
$78.755 for those services described in Exhibit "A" attached hereto.
2. Payments to MINER & MINER will be made by the CITY on the basis of
monthly statements rendered to the CITY through the General Manager of Denton
Municipal Electric ("DME") or designee. The fee bills as submitted, shall be allowed
and approved, or shall be disallowed for cause, by the General Manager of DME or
designee. The CITY may withhold five (5%) percent of the contract amount until
satisfactory completion and delivery to the CITY of the services required in Exhibit
"A."
3. Nothing contained in this Article shall require the CITY to pay for any work
which is unsatisfactory as reasonably determined by the General Manager of DME or
designee, or which is not submitted in compliance with the terms of this Agreement.
The City shall not be required to make any payments to MINER & MINER when
MINER & MINER is in default under the terms of this Agreement.
4. It is specifically understood and agreed that MINER & MINER shall not be
authorized to undertake any work pursuant to this Agreement which would require
additional payments by the CITY for any charge, expense or reimbursement above the
maximum not-to-exceed fee as stated, without first having obtained written
authorization from the CITY. MINER & MINER shall not proceed to perform any
services to be later provided for under Article IIL "Additional Services" without first
obtaining prior written authorization from the CITY.
C. ADDITIONAL SERVICES: For additional services authorized in writing by the
CITY in Article III hereinabove, MINER & MINER shall be paid based on a to-be-
agreed-upon Schedule of Charges. Payments for additional services shall be due and
payable upon submission by MINER & MINER, and shall be in accordance with
Article V.B. herein. Statements for Basic Services and any Additional Services shall
be submitted to CITY no more frequently than once monthly.
D. PAYMENT
If the CITY fails to make payments due MINER & MINER for services and expenses
within thirty (30) days after receipt of MINER & MINER'S undisputed statement
thereof, the amounts due MINER & MINER will be increased by the rate of one
percent (I%) per month from the said thirtieth (30th) day, and in addition, MINER &
MINER may, after giving ten (10) days' written notice to the CITY, suspend services
under this Agreement until MINER & MINER has been paid in full all amounts then
due and owing for services, expenses and charges provided. However, nothing herein
shall require the CITY to pay the late charge of one percent (1%) set forth herein if
the CITY reasonably determines that the work of MINER & MINER is
unsatisfactory, in accordance with this Article V, Compensation, and the CITY
promptly notifies MINER & MINER in writing of any such defect.
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ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
A. MINER & MINER will exercise reasonable care and due diligence in discovering and
promptly reporting to the CITY any defects or deficiencies in the work of the MINER &
MINER or any of its subcontractors or sub-consultants.
B. All deliverables submitted to the CITY shall be reviewed and checked within two
weeks of delivery. Deliverables are outlined in Exhibit "A" - Scope of Work and include
completed work (documents, services, code, etc.) provided to CITY for review. MINER &
MINER shall be notified in writing of any pending delays in the review periods.
C. All reviews will be performed on the basis of work correctness and compliance with
the Agreement. The CITY reserves the right to return for correction within these
approximate review periods any and all products that are in error or have not been prepared
within the scope of work; unless otherwise notified in writing, these corrections will be
incorporated in another work task submittal.
D. The correction procedures of MINER & MINER shall not affect the overall
production schedule. Once a final acceptance is given on any deliverable product, any
further modifications required of MINER & MINER for that accepted product shall be
considered Additional Services per Article Ill, and shall be billable at appropriate current
hourly rates.
E. CITY must exercise due diligence and shall ensure that factors beyond the control of
MINER & MINER, such as CITY delays and failure to fulfill CITY responsibilities, shall
not interfere with MINER & MINER'S ability to complete the services. CITY shall notify
MINER & MINER of any such factors that may cause delays in the completion of tasks or
changes to the scope of work, and both parties will mutually determine required
modifications to this Agreement.
F. At the conclusion of project acceptance, MINER & MINER will request that CITY
sign an acceptance certificate. CITY'S production use of any given application prior to
receipt of an acceptance certificate shall constitute acceptance on the part of the CITY.
Production use shall be defined per the Scope of Work, Section 3.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
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All documents, analyses and other data and deliveries prepared by MINER & MINER
under this Agreement as described in the Scope of Work ("Work Products") are instruments
of service and are and shall remain the property of MINER & MINER. MINER & MINER
grants a personal, non-transferable, nonexclusive license to use and copy the Work Products
(as defined in Attachment "A" Scope of Work) solely for CITY'S internal business
purposes. CITY shall include MINER & MINER'S copyright notice and any other legend
of ownership on all copies of the Work Product as such notice appears on the originals.
CITY shall not make, sell, translate, export, license, sublicense, localize, use with any time-
sharing or for service bureau arrangements, or transmit to any person outside of CITY'S
internal business organization, the Work Product.
The Work Products shall not be changed or used for purposes other than those set
forth in this Agreement without the prior written approval of MINER & MINER. If CITY
releases the Work Products to a third party without MINER & MINER'S prior written
consent, or changes or uses the Work Products other than as intended hereunder, CITY does
so at its sole risk and discretion and MINER & MINER shall not be liable for any claims or
damages resulting from or connected with the release or any third party's use of the Work
Products; and CITY shall be considered in breach of this Agreement and MINER &
MINER shall have all rights to remedy as provided hereunder.
ARTICLE VIII
INDEPENDENT CONTRACTOR
MINER & MINER shall provide services to the CITY as an independent contractor,
not as an employee of the CITY. MINER & MINER shall not have or claim any right
arising from employee status.
ARTICLE IX
INDEMNITY AGREEMENT
A. MINER & MINER shall indemnify and save and hold harmless the CITY and its
officials, officers, agents, attorneys, and employees from and against any and all liability,
claims, demands, damages, losses and expenses, including but not limited to court costs and
reasonable attorney's fees incurred by the CITY, and including without limitation, damages
for bodily and personal injury, death and property damage, and damage for professional
malpractice resulting from the negligent acts or omissions of MINER & MINER or any
subconsultants, in performance of this Agreement. PROVIDED HOWEVER, the total
liability of MINER & MINER hereunder, in any event, shall in no event exceed $1,000,000.
B. The CITY, to the extent provided by applicable law, shall indemnify and save and
hold harmless MINER & MINER and its officials, officers, agents, attorneys, and
employees from and against any and all liability, claims, demands, damages, losses, and
expenses, including but not limited to court costs and reasonable attorney's fees incurred by
MINER & MINER, and including, without limitation, damages for bodily and personal
injury, death, or property damage, resulting from the negligent acts or omissions of the
CITY, or its officers, agents, subcontractors, sub-consultants, attorneys, and employees in
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the execution, operation, or performance of this Agreement.
C. Nothing in this Agreement shall be construed to create a liability to any person who is
not a party to this Agreement and nothing herein shall waive any of the party's defenses,
both at law or equity, to any claim, cause of action or litigation filed by anyone not a party
to this Agreement, including the defense of governmental immunity, which defenses are
hereby expressly reserved.
ARTICLE X
INSURANCE
During the performance of the Services under this Agreement, MINER & MINER
shall maintain the following Professional Liability Insurance with an insurance company
licensed to do business in the State of Texas by the State Insurance Commission or any
successor agency that has a rating with Best Rate Carriers of at least an "A-" or above:
A. Comprehensive General Liability Insurance Coverage with bodily injury limits of not
less than $1,000,000 for each occurrence and not less than $1,000,000 in the
aggregate; and with property damage limits of not less than $100,000 for each
occurrence and not less than $100,000 in the aggregate.
B. Automobile Liability Insurance with bodily injury limits of not less than $1,000,000
for each person and not less than $1,000,000 for each accident; and with property
damage limits for not less than $100,000 for each accident.
C. Worker's Compensation Insurance (if applicable) in accordance with statutory
requirements and Employer's Liability Insurance with limits of not less than $100,000
for each accident.
D. Professional Liability Insurance with policy limits of not less than $1,000,000 annual
aggregate.
MINER & MINER shall furnish certificates or insurance policies at the CITY'S
request to evidence such coverage to the extent that is possible. Otherwise, MINER
& MINER shall furnish to CITY within fifteen (15) days of the date of approval of
this Agreement, certificates of insurance evidencing the required coverage. The
insurance policies shall name the CITY as an additional insured on all such policies to
the extent legally possible (save and except the coverage described in Subparagraphs
C. and D. of this Article), and shall contain a provision that such insurance shall not
be cancelled or modified without thirty (30) days prior written notice to CITY and
MINER & MINER. In such event, MINER & MINER shall, prior to the effective
date of the change or cancellation of coverage, deliver copies of any such substitute
policies furnishing at least the same policy limits and coverage to CITY.
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ARTICLE XI
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties agree to settle any disputes under this Agreement by submitting the
dispute to arbitration or other means of alternate dispute resolution such as mediation. No
arbitration or alternate dispute resolution arising out of or relating to, this Agreement
involving one party's disagreement may include the other party to the disagreement without
the other's approval.
ARTICLE XII
LIMITATION OF LIABILITY
A. MINER & MINER'S liability to the CITY shall extend only to those actual damages
suffered by the CITY as a result of MINER & MINER'S breach of this Agreement.
MINER & MINER'S liability shall not exceed the amount actually paid by the CITY for the
professional services involved in this Agreement.
B. Notwithstanding the provisions of Article XII.A of this Agreement. The provisions
and the insurance coverage provided for in Article X. of this Agreement shall apply, and
shall be in full force and effect. MINER & MINER must maintain the insurance set forth in
Article X, or otherwise, upon the occurrence of an insurable event for which MINER &
MINER should be covered under the terms of this AGREEMENT, MINER & MINER shall
be liable to CITY for actual damages, up to the required face amount of each applicable
insurance policy. In no event will MINER & MINER be liable to CITY for any indirect,
consequential, or special damages.
ARTICLE XIII
CONSEQUENTIAL DAMAGES
In no event and under no circumstances shall MINER & MINER be liable to CITY
for any interest, loss of anticipated revenues, earnings, profits, or increased expense of
operations, or for any consequential, indirect or special damages.
ARTICLE XIV
PROFESSIONAL STANDARDS
MINER & MINER will perform services under this Agreement with the degree of
skill and diligence normally practiced by professional engineers or consultants performing
the same degree of similar services. No other warranty or guarantee, expressed or implied,
is made with respect to the services furnished under this Agreement and all implied
warranties are disclaimed.
ARTICLE XV
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate
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this Agreement by giving thirty (30) days advance written notice of termination to the
other party.
B. This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such
termination will be effected unless the other party is given: (1) written notice
(delivered by certified mail, return receipt requested) of intent to terminate and setting
forth the reasons specifying the nonperformance, and not less than ten (10) business
days in which to cure the failure; and (2) an opportunity for consultation with the
terminating parry prior to termination.
C. If this Agreement is terminated prior to completion of the services to be provided
hereunder, MINER & MINER shall immediately cease all services and shall render a
final bill for services to the CITY within thirty (30) days after the date of termination.
The CITY shall pay MINER & MINER for all services properly rendered and
satisfactorily performed and for reimbursable expenses to termination incurred prior
to the date of termination in accordance with Article IV, Compensation. Should the
CITY subsequently contract with a new consultant for the continuation of services on
the Project, MINER & MINER shall cooperate in providing information. MINER &
MINER shall turn over all documents prepared or furnished by MINER & MINER
pursuant to this Agreement to the CITY on or before the date of termination, but may
maintain copies of such documents for its use.
ARTICLE XVI
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the CITY shall not constitute nor be deemed a release of the
responsibility and liability of MINER & MINER, its officers, employees, agents,
subcontractors, and/or any subcontractors and any sub-consultants, for the accuracy and
competency of their designs or other work performed pursuant to this Agreement, nor shall
such approval by the CITY for any defect in the design or other work, prepared by MINER
& MINER, its principals, officers, employees, agents, subcontractors, and sub-consultants.
ARTICLE XVII
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the
United States mail at the address shown below, certified mail, return receipt requested
unless otherwise specified herein. Mailed notices shall be sent to the parties at the
following addresses:
To MINER & MINER: To CITY:
Telvent Miner & Miner Consulting Engineers, Inc. City of Denton, Texas
4701 Royal Vista Circle Denton Municipal Electric
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Fort Collins. Colorado 80528
Attn: Lindsay Roselle
Contracts Specialist
Fax: (970) 223-5577
1659 Spencer Road
Denton, Texas 76205
Attn: Brent A. Heath P.E.
Phone: (940) 349-7180
Fax: (940) 349-7334
and
City of Denton, Texas
Attn: Howard Martin
Asst. City Manager
215 East McKinney Street
Denton, Texas 76201
Fax: (940) 349-8120
All notices shall be deemed effective upon receipt by the party to whom such notice is
given or within three days after the date of mailing.
ARTICLE XVIII
ENTIRE AGREEMENT
This Agreement consisting of twelve (12) pages, and Exhibit "A," consisting of
thirteen (135) pages, constitutes the complete and final expression of the agreement of the
parties and is intended as a complete and exclusive statement of the terms of their
agreements and supersedes all prior contemporaneous offers, promises, representations,
negotiations, discussions, communications and agreements which may have been made in
connection with the subject matter hereof.
ARTICLE XIX
SEV E RABILITY
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, it shall be considered severable from the
remainder of this Agreement and shall not cause the remainder to be invalid or
unenforceable. In such event, the party shall reform this Agreement to replace such stricken
provision with a valid and enforceable provision which comes as close as possible to
expressing the intention of the stricken provision.
ARTICLE XX
COMPLIANCE WITH LAWS
MINER & MINER shall comply with all federal, state, local laws, rules, regulations,
and ordinances applicable to the work covered hereunder as they may now read or
hereinafter be amended.
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ARTICLE XXI
DISCRIMINATION PROHIBITED
In performing the services required hereunder, MINER & MINER shall not
discriminate against any person on the basis of race, color, religion, sex, national origin or
ancestry, age, or physical handicap.
ARTICLE XXII
PERSONNEL
A. MINER & MINER represents that he has secured, or will secure at his own expense
any additional personnel required to perform all the services required under this
Agreement. Such personnel shall be subconsultants of MINER & MINER, and shall
not be employees or officers of, nor have any contractual relations with the CITY.
MINER & MINER shall inform the CITY of any conflict of interest or potential
conflict of interest that may arise during the term of this Agreement.
B. All services required hereunder will be performed by MINER & MINER or under his
supervision. All personnel engaged in work shall be qualified and shall be authorized
and permitted under state and local laws to perform such services.
C. It is hereby mutually agreed that the CITY and MINER & MINER will not solicit
hire, or contract with any employee(s) of the CITY'S or MINER & MINER'S staff
who are associated with efforts called for under this Agreement during the term of
this Agreement and for a period of one (1) year thereafter. In the event the foregoing
provision is breached, liquidated damages equal to twelve (12) months of the
employee's compensation plus any legal expenses associated with the enforcement of
this provision shall be paid by the hiring party, whether CITY or MINER & MINER.
ARTICLE XXIII
ASSIGNABILITY
MINER & MINER shall not assign any interest in this Agreement and shall not
transfer any interest in this Agreement (whether by assignment, novation or otherwise)
without the prior written consent of the CITY. MINER & MINER shall further promptly
notify CITY in writing of any change of its name as well as of any significant change in its
corporate structure, its business address, its operations, or regarding its solvency.
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ARTICLE XXIV
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, limitation
herein contained shall be valid unless in writing and duly executed by the party to be
charged therewith and no evidence of any waiver or modification shall be offered or
received in evidence in any proceeding arising between the parties hereto out of or affecting
this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver
or modification is in writing, duly executed; and, the parties further agree that the provisions
of this section will not be waived unless as herein set forth.
ARTICLE XXV
MISCELLANEOUS
A. The following Exhibit "A" is attached to, incorporated herewith by reference, and is
made a part of this Agreement for all purposes pertinent:
Exhibit "A"--- MINER & MINER'S Scope of Work
B. MINER & MINER agrees that CITY shall, until the expiration of four (4) years after
the final payment made by CITY under this Agreement, have access to and the right
to examine any directly pertinent books, documents, papers and records of MINER &
MINER involving transactions relating to this Agreement. MINER & MINER agrees
that CITY shall have access during normal working hours to all necessary MINER &
MINER facilities and shall be provided adequate and appropriate working space in
order to conduct examinations or audits in compliance with this Article. CITY shall
give MINER & MINER reasonable advance notice of all intended examinations or
audits.
C. Venue of any suit or cause of action under this Agreement shall lie exclusively in
Denton County, Texas. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
D. For the purpose of this Agreement, the key persons who will serve as Project Manager
respecting this engagement shall be and Kenton Graber,
Strategic Account Manager of MINER & MINER. However, nothing herein shall limit
MINER & MINER from using other qualified and competent consultants and
administrative support personnel of their firm to perform the services required herein
E. MINER & MINER shall commence, carry on, and complete its work on the Project
with all applicable dispatch, and in a sound, economical, efficient manner, and in
accordance with the provisions hereof in accomplishing the Project, MINER &
MINER shall take such steps as are appropriate to ensure that the work involved is
properly coordinated with any related work being carried on by the CITY.
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F. The CITY shall assist MINER & MINER by placing at the MINER & MINER'S
disposal all available information pertinent to the Project, including previous reports,
any other data relative to the Project and arranging for the access to, and make all
provisions for MINER & MINER to enter in or upon, public and private property as
required for MINER & MINER to perform professional services under this
Agreement. CITY and MINER & MINER agree that MINER & MINER is entitled to
rely upon information furnished to it by CITY without the need for further inquiry or
investigation into such information.
G. During the entire course of the project, CITY will be responsible for backup/recovery
of all onsite project related digital data, materials and databases. MINER & MINER
will be responsible for backup/recovery of all project related data housed on MINER
& MINER computer systems.
H. The captions of this Agreement are for informational purposes only and shall not in
any way affect the substantive terms or conditions of this Agreement.
IN WITNESS WHEREOF, the City of Denton, Texas has caused this Agreement to
be executed in four (4) original counterparts, by its duly authorized City Manager: and
Telvent Miner & Miner Consulting Engineers, a Co~l/Q T/i o corporation, have. executed this
Agreement by its duly authorized officer on this the ?l day of AL9, 2007.
"CITY',
CITY OF DENfON, TEXAS
A Municipal Corporation
ORGE C. CAM BELL
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRET/ARY
By: ltlQL!
APPROVED AS TO LEGAL FORM:
EDWIN M S CIT A ORNEY
By: 77
"MINER & MINER"
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TELVENT ME & MINE~Z CONSULTING
ENGINEER IN /I
A Colorado om ration
By:
ATTEST:
By:.
Grnd5o-/,, rosui
1) nTErz-
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XHIBIT A
Scope of Work
October 2, 2007
Migration to ArcGIS 9.2, ArcSDE 9.2,
ArcFM 9.2, and Oracle 10g
and
ArcFM Viewer for ArcGIS Engine
Implementation
for the City of Denton
(Denton Municipal Electric)
TM
Provided by
Telvent Miner & Miner
Phone 970-223-1888
Fax 970-223-5577
TELVENT
Miner finer
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Introduction 1
General Assumptions 1
Proposed Services 2
1 Phase 1 - Migration to ArcGIS 9.2, ArcSDE 9.2, ArcFM 9.2, and
Oracle 10q 2
1.1 ............................................................................................Project Initiation 2
1.2 ..............................................................................Upgrade Custom Components 3
1.3 ..............................Upgrade to ArcGIS, ArcSDE, & ArcFM 9.2 Assistance 9
2 Phase 2 - ArcFM Viewer for ArcGIS Engine Implementation 5
2.1 ......................................ArcFM Viewer for ArcGIS Engine - Design Phase 5
2.2 ................................................ArcFM Viewer for ArcGIS Engine - Develop 6
2.3 ..................................................ArcFM Viewer for ArcGIS Engine - Deploy 8
Project Schedule 114-8
Services Quote 1
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Introduction
Telvent Miner & Miner (TM&M) is submitting this Statement of Work (SOW) in
response to a request by the City of Denton (DME) for TM&M to migrate the electric
utility's GIS environment from ArcFM 9.1.2 to ArcGIS version 9.2, ArcSDE version 9.2,
and ArcFM Solution version 9.2. This SOW also includes time for TM&M DBA support
to upgrade Oracle from 9i to 10g.
The migration work of custom software components defined in this SOW relates to
only those custom components in use at DIVE that were developed by TM&M during
previous ArcFM implementation projects. The upgrade of custom components
developed either in-house by DIVE, or by other entities, is not included in this SOW.
In addition, this SOW also details the tasks that TM&M and DIVE will accomplish
during an implementation of TM&M's ArcFM Viewer for ArcGIS Engine with the
Recliner Extension to provide mobile users access to the GIS data for viewing, and
redlining purposes.
Should DIVE request TM&M to perform services beyond those specified in this scope
of work, a contract change order will be required.
General Assumptions
Phase 1 - Migration to ArcGIS 9.2, ArcSDE 9.2, ArcFM 9.2, and Oracle 10g
An environment for upgrades will be established in the Fort Collins office of
Telvent Miner & Miner, using an Oracle export of DME's ArcSDE database.
TM&M has included an on-site visit during the course of the project to assist
in the installation of the upgraded system on the production environment.
This visit will occur after the database has been upgraded in the Fort Collins
test environment. The period between the export and the new install at
Denton shall be minimal to prevent excessive downtime of new data entry.
In no event shall this time lapse be more than seven working days.
TM&M requests that DIVE DBA be available for the duration of the on-site
visit.
Only the custom TM&M components listed are included in the SOW.
No new functionality will be incorporated into the existing custom
components. They will continue to function as they do currently.
DME should be prepared to provide, for the duration of the on-site upgrade
effort, a connection to DIVE network for the TM&M Technical Lead and an
active internet connection port for the TM&M laptop computer in the same
area as the electric CIS client workstations.
DIVE export of the SIDE database should arrive in the Fort Collins office at
least 4 days prior to the arrival of the TM&M Technical Lead on-site to give
TM&M adequate time to perform the upgrade and test.
Phase 2 - ArcFM Viewer for ArcGIS Engine Implementation
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• DME will have completed the migration to ArcFM version 9.2 prior to
implementing ArcFM Viewer for ArcGIS Engine with Recliner Extension
• DIVE will not need any customization to the productized Session Manager
mobile subtasks to incorporate the ArcFM Viewer for ArcGIS Engine
technology into their business processes.
• The ArcFM Geodatabase Replication will operate against SDE.Default.
• ArcFM Geodatabase Replication can be configured to synchronize at any
interval and DIVE will determine the appropriate schedule for
synchronization.
• DIVE will have all necessary hardware and network equipment installed and
configured prior to the initiation of the project. This includes a Windows
2003 server with HIS 6.0 configured that is used to run the Replication Web
Server processes to support geodatabase replication.
• TM&M will utilize Background Intelligent Transfer Service (BITS) for client
units at DIVE to get updates from the geodatabase replication server.
• All onsite meetings during the design phase will occur over the period of one
work week.
• All onsite Site Acceptance Testing support will occur over the period of one
work week.
• All onsite Training course development and knowledge transfer will occur of
the period of one work week.
• All onsite Rollout Support will occur over the period of one work week.
• DIVE will use the standard ArcFM Viewer for ArcGIS Engine Workflow
configuration.
Proposed Services
Phase 1 - Migration to ArcGIS 9.2, ArcSDE 9.2, ArcFM 9.2,
and Oracle 10g
This section describes the tasks and subtasks required to migrate DME to the ArcGIS
9.2, ArcSDE 9.2, ArcFM 9.2 environments and Oracle upgrade to 10g.
Project Initiation
Project Kickoff Conference Call
Members of the TM&M project team and DIVE representatives shall attend a project
kick-off conference call. The agenda for this call shall be as follows:
2 of 25
• Introduce TM&M team members, including the Project Manager and
Database Analyst.
• Review Scope of Work and Project Plan.
• Review deliverables.
• Discuss and define DIVE tasks required to complete the project.
• Review change control procedures.
• Review project status reporting procedures.
• Identify project risks and issues, and plan mitigation where appropriate.
Deliverables:
• Kick-off meeting attendance by Project Manager and Database Analyst.
• Meeting notes.
DIME Responsibilities:
• Kick-off meeting attendance.
Upgrade Custom Components
Following the establishment of the upgrade environment at TM&M, the process of
migrating the DME's GIS environment to ArcFM and ArcGIS 9.2, TM&M will prepare
for code upgrade by:
• Installing ArcFM Solution SDK.
• Registering ESRI upgrade add-ins as necessary
The custom code modules will then be upgraded using a process that will:
• Update Global Unique Identifiers in project files for OCXs
• Open project in Visual Studio
• Remove missing references
• Run ESRI Code Converter
• Perform manual checks and apply necessary changes
There are specific changes that must be made when an application uses Shared
Product Code samples including:
• Recompile code
Perform unit test
3 of 25
Upgrade Custom ArcFM Components
TM&M shall apply the ArcFM 9.x upgrade process to migrate the existing ArcFM
customs tools to the new 9.2 environment. The tools to be migrated are:
• AutoUpdater to populate Transformer LabelText
Autoupdater to populate Conductor LabelText
• Autoupdater and Session Manager Custom Subtask to update Transformer
Unit information in the Inventory System
Deliverables:
• Upgraded Custom ArcFM tools to ensure compatibility with the 9.2 environment
DIME Responsibilities:
• None
Upgrade to ArcGIS, ArcSDE, & ArcFM 9.2 Assistance
Oracle Upgrade Assistance (9i to 1 Og)
TM&M proposes to provide DME with onsite support by a TM&M DBA. The TM&M
DBA would perform the following in conjunction with upgrade of ArcFM and ArcGIS
to 9.2:
• Verify that a complete backup of the production environment has occurred.
• Export the Oracle geodatabase.
• Upgrade from Oracle 9i to I Og
• Perform import of Oracle geodatabase to 1 Og.
• A review of the current user roles and permissions will be performed, and
recommendations made as to potential resolution of any issues found.
During the migration of Oracle from 9i to 10g, the TM&M DBA may perform some
minor configuration changes to improve performance of Oracle 10g with ArcSDE.
This exercise does not replace the recommended standard TM&M database tuning.
Deliverables:
• Oracle upgrade assistance from 9i to 1 Og.
DME Responsibilities:
• Provide necessary access to database by TM&M DBA
Install ArcFM, ArcSDE, & ArcGIS 9.2 in Production Environment
TM&M will travel to DME to assist in the installation of the updated software on DME
production system.
The software installed will include:
ArcSDE 9.2
• ArcGIS 9.2 on 2 desktop machines in the production environment
4 of 25
• ArcFM 9.2 including both ArcFM & Session Manager
Custom tools upgraded in task 2
Deliverables:
• Assistance in the installation of the production system.
DIME Responsibilities:
• Installation of the production system.
Configure Production Environment
The TM&M Database Analyst will assist DME in the migration of the existing ArcFM
Solution configuration into the production environment. This configuration migration
will include:
• Model Name Assignments
• Special AutoUpdater Assignments
• Field AU Assignments
• Relationship AU Assignments
• Relationship Rules
• Connectivity Rules
• Snapping Rules
• Px Framework configuration
Deliverables:
• Assistance in the migration of the existing ArcFM configuration to the production
environment.
DME Responsibilities:
• Migration of the existing ArcFM configuration to the production environment.
Phase 2 - ArcFM Viewer for ArcGIS Engine Implementation
ArcFM Viewer for ArcGIS Engine - Design Phase
During the Design phase of the ArcFM Viewer for ArcGIS Engine project, the team will
kick-off the project, review the ArcFM Viewer for ArcGIS Engine functionality and
define the mobile requirements of the various users of the CIS data.
Project Kick-Off Meeting
The Project Manager from TM&M will participate in the Project Kick-Off meeting with
DME. This meeting will review the project goals and business drivers, discuss the
5 of 25
administrative framework for managing the project, clarify the composition of the
project team, and the roles and responsibilities of individual team members.
Deliverable(s):
• Participation in Kickoff Meeting (TM&M)
Review ArcFM Viewer for ArcGIS Engine Tools and Workflow
in order to make sure the project team is able to fully participate in the requirements
reviews and the solution design phase, DIVE employees will participate in a TM&M-
led workshop. This workshop class will focus on introducing the ArcFM Viewer for
ArcGIS Engine software solution to DME. It will consist of functional training of the
capabilities of the ArcFM Viewer for ArcGIS Engine Solution, hands-on exercises, and
question & answer sessions.
After the initial functional review the requirements of the different ArcFM Viewer for
ArcGIS Engine users will be reviewed and documented. Additionally, configuration
information for the ArcFM Viewer for ArcGIS Engine solution, such as the frequency
of the data synchronization will be determined.
Deliverable(s):
• Lead ArcFM Viewer for ArcGIS Engine Review Session (TM&M)
• Lead ArcFM Viewer for ArcGIS Engine Functional and Configuration Review (TM&M)
ArcFM Viewer for ArcGIS Engine Requirements Document
The requirements of the different ArcFM Viewer for ArcGIS Engine users will be
reviewed and documented. Additionally, configuration information for the ArcFM
Viewer for ArcGIS Engine solution, such as the frequency of the data synchronization
will be determined. As a result, an ArcFM Viewer for ArcGIS Engine functional
requirements functional requirements document will be developed.
Deliverable(s):
• Draft version of the ArcFM Viewer for ArcGIS Engine Requirements Document (TM&M)
• Comments on draft version of the ArcFM Viewer for ArcGIS Engine Requirements Document
(DIVE)
• Final version of the ArcFM Viewer for ArcGIS Engine Requirements Document, incorporating
mutually agreed upon changes to the draft (TM&M)
• Approval of the final version of the ArcFM Viewer for ArcGIS Engine Requirements Document
(DIVE)
ArcFM Viewer for ArcGIS Engine-Develop
During the Develop phase of the ArcFM Viewer for ArcGIS Engine project, the team
will perform a number of configuration tasks that culminate in performing the Factory
Acceptance Tests.
Configure Session Manager
TM&M will configure Session Manager to manage mobile sessions for the DIVE
implementation. TM&M is assuming that DIVE will implement the standard Session
Manager workflow, tasks, and subtasks to support mobile redlining.
Deliverable(s):
6 of 25
• Session Manager Configuration (TM&M)
Create and Configure the Backdrop Geodatabase
The backdrop Geodatabase is used by the ArcFM Viewer for ArcGIS Engine tools as
the mobile backdrop. It contains the enterprise view of the GIS data such as the
current location of features and their attribute values. This is the geodatabase that
used for mobile viewing and that mobile redlining is performed on top of, hence
the name backdrop Geodatabase. This database is created and updated
periodically based upon the configuration of the ArcFM Geodatabase Extraction
tool.
Deliverable(s):
• Geodatabase Extraction Template Geodatabase (TM&M)
• Geodatabase Extraction Configuration (TM&M)
• Configured Backdrop Geodatabase (TM&M)
Create and Configure the Redline Packet Template Geodatabase
The Redline Packet Template Geodatabase is used by the ArcFM Viewer for ArcGIS
Engine tools to create a packet Geodatabase in which redline graphics are stored
for a particular mobile session.
Deliverable(s):
• Create and Configure Packet Template Geodatabase (TM&M))
Create and Configure the ArcFM Viewer for ArcGIS Engine Login Geodatabase
The ArcFM Viewer for ArcGIS Engine Login Geodatabase is used by the ArcFM Viewer
for ArcGIS Engine tools to store any ArcFM configuration information such as
available stored displays, AutoUpdaters, Model Names, and snapping rules. This
database contains all of the MM System tables found in the enterprise GIS, ensuring
that the ArcFM Viewer for ArcGIS Engine tools on the mobile machines look and feel
like the enterprise GIS.
Deliverable(s):
• Create and Configure ArcFM Viewer for ArcGIS Engine Login Geodatabase (TM&M)
Create and Assign the ArcFM Mobile Registry Keys
The Mobile Registry Keys in the ArcFM Viewer for ArcGIS Engine tools assist the
transport functionality that send mobile edits to the enterprise Geodatabase in
locating the mobile packet Geodatabases. Once configured on one machine, a
registry file can be created and included in the ArcFM Viewer for ArcGIS Engine
installer created in a later task.
Deliverable(s):
• Create and Assign the ArcFM Mobile Registry Keys (TM&M)
7 of 25
ArcFM Viewer for ArcGIS Engine Test and Acceptance Plan
The team will develop the Test and Acceptance Plans based upon the functional
requirements document developed in task 2.1.3. DME will take the lead in
developing the Test and Acceptance Plans, while TM&M will provide a review and
comments on the plans. The plans will be mutually agreed upon before being
accepted.
Deliverable(s):
• Draft version of the ArcFM Viewer for ArcGIS Engine Test and Acceptance Plan (DME)
• Comments on draft version of the ArcFM Viewer for ArcGIS Engine Test and Acceptance Plan
(TM&M)
• Final version of the ArcFM Viewer for ArcGIS Engine Test and Acceptance Plan, incorporating
mutually agreed upon changes to the draft (DIME)
• Approval of the final version of the ArcFM Viewer for ArcGIS Engine Test and Acceptance
Plan (TM&M)
Factory Acceptance Test
Following development of the test and acceptance plans and the configuration of the
ArcFM Viewer for ArcGIS Engine tools, TM&M will perform factory acceptance testing.
TM&M will use the test and acceptance plans to exercise the ArcFM Viewer for
ArcGIS Engine tools and ensure that they meet with the specified functional
requirements for the core system.
Deliverable(s):
• Configured ArcFM Viewer for ArcGIS Engine tools that pass factory acceptance testing
(TM&M)
ArcFM Viewer for ArcGIS Engine - Deploy
In the Deploy phase the team will perform System Acceptance Testing, train the users
on the use of the ArcFM Viewer for ArcGIS Engine tools, and then roll the system out
to end-users to begin redline editing of the GIS data.
Install ArcFM Viewer for ArcGIS Engine and ArcFM Geodatabase Replication Tools
TM&M will travel to DIME offices to install the ArcFM Viewer for ArcGIS Engine
application.
In addition, TM&M perform the installation and configuration of the ArcFM
Geodatabase Replication Tool. This effort will include the following:
• Installation of synchronizer server, web, and client(s).
• Set up the configuration files for server, web, and client(s).
Verify ArcFM Geodatabase Replication tool operation.
• Troubleshoot and resolve any issues related to installation.
Deliverable(s):
• Installation of the ArcFM Viewer for ArcGIS Engine application (TM&M)
• Installed and configured ArcFM Geodatabase Replication Tool (TM&M)
8 of 25
System Acceptance Testing
The team will perform System Acceptance Testing to ensure the ArcFM Viewer for
ArcGIS Engine tools meet the applicable specifications. DME will perform the testing
by using the test plans and verifying that the deliverables satisfy the requirements of
each document. TM&M recommends the use of its issue tracking system for
capturing issues and questions. This testing will ensure the ArcFM Viewer for ArcGIS
Engine tools have been configured properly, and the transporting of data between
the field devices and the enterprise system are functioning correctly. TM&M will
support the system testing to help with questions and to provide quick resolution of
any issues identified. DIME will sign off on the system once all high-priority issues
have been resolved.
Deliverable(s):
• Provide support for the SAT testing process. (TM&M)
• Resolution of all high priority M&M items in the issue tracking system. (TM&M)
• Provide core team members familiar with the appropriate specification to perform testing to
verify compliance with the test and acceptance plan. (DIVE)
• Resolution of all high priority DME items in the issue tracking system. (DME)
• Provide facilities for the acceptance testing. (DIME)
Training
A TM&M training professional will travel to DIME to assist in the development of a
one-day ArcFM Viewer for ArcGIS Engine training class. This class will be designed to
teach field personnel the field redlining process within the ArcFM Viewer for ArcGIS
Engine framework.
Deliverable(s):
• Provide three (3) days of support for the development of custom training materials. (TM&M)
• Provide two (2) days of knowledge transfer to DME trainers to enable them to lead training
sessions on the use of the ArcFM Viewer for ArcGIS Engine tools. (TM&M)
ArcFM Rollout & Support
Once training is complete, TM&M will provide three (3) days of onsite technical
support to assist in the rollout of the ArcFM Viewer for ArcGIS Engine tools at DME.
In addition, TM&M will provide ten (10) days of remote technical support to assist in
the rollout of ArcFM Geodatabase Replication at DME, and to provide knowledge
transfer to DME staff.
Deliverable(s):
• Onsite technical support for DME ArcFM Viewer for ArcGIS Engine users and administrators
• Optional Remote technical support for DME ArcFM Geodatabase Replication Tool users and
administrators
• Provide access to the Geodatabase for the onsite technical resource to enable quick
troubleshooting of any issues identified during this time.
9 of 25
• Provide facility access so the M&M technical resource can work with DIME operators directly.
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ServireS Onnte
Date: 2-Oct-07
Quote Number: 853
To: City of Denton
Receiving Party: City of Denton
We are pleased to submit the following Fixed Price Quote foc
ArcFM, ArcGl5, ArcSDF Upgrade to 92 Upgrade of Otacle 9i to log
and Mobile ArcFM Implementation
services
TASK ID TASK DESCRIPTION
COST
1 Phase i - Upgrade to ArcFM 9.2
1.1 Project Initiation
$
370.00
1.2 Up rade TM&M Custom Components
$
7,000.00
Deployment to Pro uction upport
T,7700
SUBTOTAL PHASE 1 SERVICES COSTS:
$
21,608.00
2
Phase 2 - Mobile ArcFM Implementation
2.1
2.2
Mobile ArcFM - Desi n
Mobile ArcFM - Develop
$
$
6,800.00
9,815.00
2.3
Mobile ArcFM - Deploy
$
40,532.00
SUBTOTAL PHASE 2 SERVICES COSTS:
$
57,147.00
TOTAL SERVICES COSTS:
$
78,75700
'OPTIONAL TASKS
TASK ID TASK DESCRIPTION COST
Quote is Valid for 60 days.
All rates and costs are quoted in US Dollars and will be billed in US Dollars.
Quote is inclusive of all travel and living expenses for on-site work.
All prices are based on Telvent Miner & Miner's standards for services, and do not include taxes,
duties, levies or fees.
This quotation is made in confidence for your review. It may not be disclosed to third
parties, except as required by law.
This offer is limited to the terms and conditions of Telvent Miner & Miner's
Standard Services Agreement.
Estimate does not include the cost of any third party software required to perform the services.
THE PRICING CONTAINED IN THIS QUOTATION IS BASED UPON TELVENT MINER & MINER'S
STANDARD TERMS AND CONDITIONS AND TELVENT MINER & MINER'S EXPERIENCE WITH
SIMILAR PROJECTS. THE SCHEDULE AND PRICE ARE SUBJECT TO CHANGE
BASED UPON THE TERMS AND CONDITIONS IN THE FINAL AGREEMENT.
Quote Provided b :
Larry Frank