2003-381'l
ORDINANCE NO.2003-33 L
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES
AGREEMENT WITH MINER & MINER CONSULTING ENGINEERS, INC. FOR
PROFESSIONAL ENGINEERING SERVICES RELATING TO MIGRATING THE
EXISTING DENTON MUNICIPAL ELECTRIC GEOGRAPHIC INFORMATION SYSTEM
("GIS") DATABASE FROM ARCFM VERSION 7.2 TO ARCFM VERSION 8.3;
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City Council deems it in the public interest to engage the firm of Miner
& Miner Consulting Engineers, Inc., a Colorado Corporation, of Fort Collins, Colorado
("Miner"), to provide professional engineering services to the City relating to the Denton
Municipal Electric utility ("DME"), including, without limitation, migrating the existing Denton
Municipal Electric GIS database from ArcFM version 7.2 to ArcFM version 8.3; and
WHEREAS, the City staff has reported to the City Council that there is a substantial need
for the above-described specialized professional engineering services, and that limited City staff
cannot adequately perform the services and tasks with its own personnel; and
WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional
Services Procurement Act", generally provides that a City may not select a provider of
professional services on the basis of competitive bids, but must select the provider on the basis of
demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price;
and
WHEREAS, the City Council has provided in the City Budget for the appropriation of
funds to be used for the purchase of the professional engineering services, as set forth in the
Professional Services Agreement; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1: That the City Manager is hereby authorized to execute a Professional
Services Agreement with Miner & Miner Consulting Engineers, Inc., a Colorado Corporation, of
Fort Collins, Colorado, for professional engineering services relating to Denton Municipal
Electric Utility, as described therein, in substantially the form of the Professional Services
Agreement attached hereto and incorporated herewith by reference.
SECTION 2: That the award of this Agreement by the City is on the basis of the
demonstrated competence, knowledge, and qualifications of Miner and the ability of Miner to
perform the professional engineering services needed by the City for a fair and reasonable price.
SECTION 3: That the expenditure of funds as provided in the attached Professional
Services Agreement is hereby authorized.
SECTION 4: That this ordinance shall become effective immediately upon its passage
and approval.
PASSED AND APPROVED this the Zday of 2003.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: G&Z "dAd t "y Jai,
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
By: ) w
S:\Our Documents\0rdinances\03\Miner & Miner Consulting Engineers-PSA-DME-2003.doc
2
STATE OF TEXAS §
COUNTY OF DENTON §
PROFESSIONAL SERVICES AGREEMENT
THI GREEMENT is made and entered into as of the o,/L day of
2003, by and between the City of Denton, Texas, a Texas Municipal
Corporation, with its principal offices at 215 East McKinney Street, Denton, Texas 76201
(hereafter "OWNER") and Miner & Miner Consulting Engineers, Inc., a Colorado Corporation,
with its offices at 4701 Royal Vista Circle, Fort Collins, Colorado 80528 (hereafter
"CONSULTANT"); the parties acting herein, by and through their duly-authorized
representatives and officers.
WITNESSETH, that in consideration of the mutual promises, covenants, agreements
herein, and in consideration of the premises, the parties hereto do mutually AGREE as follows:
ARTICLE I
EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts with CONSULTANT, as an independent contractor, and
the CONSULTANT hereby agrees to perform the professional services provided for herein in
connection with the Project 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. The
professional services set forth herein are in connection with the following described project (the
"Project"):
Provide the City of Denton, Texas (Denton Municipal Electric) professional engineering
services pertaining to migrating the DME existing Geographical Information System ("GIS")
database from ArcFM version 7.2 to 8.3, including without limitation, working model roll-out,
implementation, de-bugging, training and support as set forth in Exhibit "A" attached hereto and
incorporated herewith by reference. The Project shall include conceptual design, development
and deployment of a model to support MultiSpeak 2.2 compliance for ArcFM. OWNER can
request the CONSULTANT adapt the model to utilize existing DME hardware, software and
data. CONSULTANT has estimated $75,092 for the implementation of the model to support
MultiSpeak as outlined in Exhibit A- Scope of Work. Under this agreement an additional
$24,908 worth of effort and expenses of CONSULTANT is targeted for data model changes
and/or other tasks as defined by OWNER. All efforts above and beyond the work defined to
install and setup a working MultiSpeak 2.2 compliant ArcFM model shall be considered
Additional Services as structured in Article III and Article V paragraph C. Documentation and
progress reports to DME will be required from the CONSULTANT.
Page 1 of 13
ARTICLE II
SCOPE OF SERVICES
The CONSULTANT shall perform the following Basic Services in a professional
manner:
A. To perform those professional services as set forth in the CONSULTANT's "Executive
Summary" (the "Proposal"), which is a one (1) page letter; utilizing the "ArcGIS/ArcFM for
the City of Denton Scope of Work", dated October 23, 2003, which is a seven page
document; and utilizing the "ArcFM MultiSpeak Implementation Plan" shown on the Gant
Chart provided by Jeff B. Meyers, Strategic Account Manager, to Brent A. Heath, P.E.,
Senior Engineer, Denton Municipal Electric, dated October 21, 2003, which documents are
collectively attached hereto as Exhibit "A," and are incorporated herewith by reference.
B. If there is any conflict, or if any conflict arises between the terms of this Agreement and
Exhibit "A," the terms and conditions of this Agreement shall control over the terms and
conditions of the Exhibit.
ARTICLE III
ADDITIONAL SERVICES
Any additional services to be performed by the CONSULTANT, if authorized by the OWNER,
which are not included as Basic Services in the above-described Scope of Services, set forth as
provided by Article H. above, shall be later agreed-upon by OWNER and CONSULTANT, 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 the CONSULTANT.
ARTICLE IV
PERIOD OF SERVICE
This Agreement shall become effective upon its execution by the OWNER and the
CONSULTANT, and upon the issuance of a notice to proceed by the OWNER, and shall remain
in force and effect for the period that may reasonably be required for the completion of the
Project, including Additional Services, if any; or until the funds provided for herein are
exhausted; and any required extensions approved by the OWNER. This Agreement may be
sooner terminated in accordance with the provisions hereof. Time is of the essence in this
Agreement. CONSULTANT shall make all reasonable efforts to complete the services set forth
herein as expeditiously as possible and to meet the schedule reasonably established by the
OWNER, acting through its Assistant City Manager for Utilities, or his designee.
Page 2of13
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
1. "Subcontract Expense" is defined as those expenses, if any, incurred by
CONSULTANT in the employment of others in outside firms, for services in the area
of professional engineering, or related services. Any subcontractor or sub-consultant
billing reasonably incurred by the CONSULTANT in connection with the Project
shall be invoiced to OWNER at the actual cost plus ten percent.
2. "Direct Non-Labor Expense" is defined as that expense, based upon actual cost, for
any out-of-pocket expense reasonably incurred by the CONSULTANT in the
performance of this Agreement for long distance telephone charges, telecopy charges,
messenger services, printing and reproduction expenses, out-of-pocket expenses for
purchased computer time, prudently incurred travel expenses related to the work on
the Project, and similar incidental expenses incurred in connection with the Project.
B. BILLING AND PAYMENT:
For and in consideration of the professional services to be performed by the CONSULTANT
herein, the OWNER agrees to pay CONSULTANT, based upon the satisfactory completion
of the Basic Services tasks set forth in the Scope of Services as shown in Article II above; as
follows:
1. CONSULTANT shall perform its work on this Project in accordance with the provisions
of those tasks which are described and as set forth in the "Proposal to Provide
Professional Engineering Services" attached hereto as Exhibit "A" and incorporated
herewith by reference. CONSULTANT shall bill from time sheets, on a once-monthly or
longer basis, in minimum .1 (one-tenth) hour or smaller time increments, at the hourly
Billing Rates or as otherwise provided. For and in consideration of the professional
services to be performed by the CONSULTANT herein, the OWNER agrees to pay, at an
hourly rate as shown in Exhibit "A", a total fee, including reimbursement for direct non-
labor expenses and for its subcontractor expense, an amount not to exceed $100,000.
2. Partial payments to the CONSULTANT will be made monthly in accordance with the
statements reflecting the actual completion of the Basic Services, rendered to and
approved by the OWNER through its Assistant City Manager for Utilities, or his
designee. However, under no circumstances shall any monthly statement for services
exceed the value of the work performed at the time a statement is rendered. The
OWNER may withhold thirty (30%) percent payment from each monthly invoice until
satisfactory completion of the fully working and operational Project by the
CONSULTANT per the successful completion of the data migration and configuration
test and acceptance plan completed during the ArcFM deployment phase listed in Scope
of Work Section 1.3.2.
Page 3 of 13
3. Nothing contained in this Article shall require the OWNER to pay for any work which is
not meeting the requirements of the Scope of Work included in Attachment A as
reasonably determined by its Assistant City Manager for Utilities, or his designee, or
which is not submitted by CONSULTANT to the OWNER in compliance with the terms
of this Agreement. The OWNER shall not be required to make any payments to the
CONSULTANT at any time when the CONSULTANT is in default under this
Agreement.
4. It is specifically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the OWNER for any charge, expense or reimbursement above the not-to-
exceed amount as stated hereinabove, without first having obtained the prior written
authorization from the OWNER. CONSULTANT shall not proceed to perform any
services to be later provided for under Article III. "Additional Services" without first
obtaining prior written authorization from the OWNER.
C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in
Article III. hereinabove, CONSULTANT shall be paid based on a to-be-agreed-upon
Schedule of Charges as shown in Exhibit A - Scope of Work Section 1.4. Payments for
additional services shall be due and payable upon submission by the CONSULTANT, and
shall be in accordance with Article V.B. hereinabove. Statements for Basic Services and any
Additional Services shall be submitted to OWNER no more frequently than once monthly.
D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services
and expenses within forty-five (45) days after receipt of the CONSULTANT'S undisputed
statement thereof, the amounts due the CONSULTANT will be increased by the rate of one
percent (1%) per month from and after the said forty-fifth (45th) day, and in addition,
thereafter, the CONSULTANT may, after giving ten (10) days written notice to the OWNER,
suspend services under this Agreement until the CONSULTANT has been paid in full for all
amounts then due and owing, and not disputed by OWNER, for services, expenses and
charges. Provided, however, nothing herein shall require the OWNER to pay the late charge
of one percent (1 per month as set forth herein, if the OWNER reasonably determines that
the CONSULTANT's work is unsatisfactory, in accordance with Article V.B. of this
Agreement, and OWNER has notified CONSULTANT of that fact in writing.
E. All prices are based on CONSULTANT standards for software and services, and do not
include shipping, handling or taxes. OWNER shall make a payment to CONSULTANT for
the allowable costs invoiced no later than 45 days after receipt of each invoice by OWNER.
OWNER agrees to notify CONSULTANT within 15 working days of receipt of invoice if
preliminary acceptance for payment has not been authorized.
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
Page 4 of 13
A. The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the
CONSULTANT or any of its subcontractors or sub-consultants.
B. All deliverables submitted to the OWNER 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 OWNER for review. The
CONSULTANT 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
contract. The OWNER 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 CONSULTANT shall not affect the overall production
schedule. Once a final acceptance is given on any deliverable product, any further modifications
required of CONSULTANT for that accepted product shall be considered Additional Services
per Article III and shall be billable at appropriate current hourly rates.
E. OWNER must exercise due diligence and shall ensure that factors beyond the control of
the CONSULTANT, such as OWNER delays and failure to fulfill OWNER responsibilities, shall
not interfere with CONSULTANT'S ability to complete the services. OWNER shall notify
CONSULTANT 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, CONSULTANT will request that OWNER sign
an acceptance certificate. OWNER'S production use of any given application prior to receipt of
an acceptance certificate shall constitute acceptance on part of the OWNER. Production use
shall be defined per the ArcFM deployment phase listed in Scope of Work Section 1.3.2.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT's
subcontractors or subconsultants) pursuant to this Agreement are instruments of service and shall
become the property of the OWNER upon the termination of this Agreement. The
CONSULTANT is entitled to retain copies of all such documents. The documents prepared and
furnished by the CONSULTANT are intended only to be applicable to this Project and
OWNER'S use of these documents in other projects shall be at OWNER'S sole risk and expense.
In the event the OWNER uses the Agreement in another project or for other purposes than
specified herein any of the information or materials developed pursuant to this Agreement,
CONSULTANT is released from any and all liability relating to their use in that project.
Page 5 of 13
ARTICLE VIII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as
an employee of the OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
ARTICLE IX
INDEMNITY AGREEMENT
A. The CONSULTANT shall indemnify and save and hold harmless the OWNER 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 fees incurred by the OWNER, and including without limitation damages for bodily and
personal injury, death, or property damage, resulting from the negligent acts or omissions of the
CONSULTANT or its officers, shareholders, agents, subcontractors, subconsultants, attorneys,
and/or employees in the execution, operation, or performance of this Agreement.
B. The OWNER, to the extent provided by applicable law, shall indemnify and save and
hold harmless the CONSULTANT 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 fees incurred by the CONSULTANT, and
including without limitation damages for bodily and personal injury, death, or property damage,
resulting from the negligent acts or omissions of the OWNER or its officers, shareholders,
agents, subcontractors, subconsultants, attorneys, and/or employees in 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, CONSULTANT shall
maintain the following insurance with an insurance company licensed to do business in the State
of Texas by the State Insurance Board or any successor agency, that has a rating with A. M. Best
Rate Carriers of at least an "A-" or above:
Page 6 of 13
A. Comprehensive General Liability Insurance 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 $500,000 for each
person and not less than $500,000 for each accident; and with property damage limits for not
less than $100,000 for each accident.
C. Worker's Compensation Insurance 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 limits of not less than $1,000,000 annual aggregate.
E. CONSULTANT shall furnish insurance certificates or insurance policies to the OWNER to
evidence such insurance coverage. The insurance policies shall name the OWNER as an
additional insured on all such policies to the extent that is legally possible, and shall contain a
provision that such insurance shall not be cancelled or modified without at least thirty (30)
days prior written notice to OWNER and CONSULTANT. In such event, the
CONSULTANT 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 OWNER.
ARTICLE XI
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may 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 XH
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate this
Agreement by providing thirty (30) days advance written notice to the other party.
B. This Agreement may alternatively 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 or other reason(s), and not less than thirty (30) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating party prior to
termination.
Page 7 of 13
C. If this Agreement is terminated prior to completion of the services to be provided hereunder,
CONSULTANT shall immediately cease all services upon receipt of the written notice of
termination from OWNER, and shall render a final bill for services to the OWNER within
twenty (20) days after the date of termination. The OWNER shall pay CONSULTANT for
all services properly rendered and satisfactorily performed, and for reimbursable expenses
prior to notice of termination being received by CONSULTANT, in accordance with Article
V. of this Agreement. Should the OWNER subsequently contract with a new consultant for
the continuation of services on the Project, CONSULTANT shall cooperate in providing
information to the OWNER and to the new consultant. If applicable, OWNER shall allow
CONSULTANT a reasonable time to transition and to turn over the Project to a new
consultant. CONSULTANT shall turn over all documents prepared or furnished by
CONSULTANT pursuant to this Agreement to the OWNER on or before the date of
termination, but may maintain copies of such documents for its files.
ARTICLE XIII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval of the work by the OWNER shall not constitute, nor be deemed a release of the
liability of the CONSULTANT, its officers, employees, agents, subcontractors, and sub-
consultants for the accuracy and competency of their designs or other work performed pursuant
to this Agreement; nor shall such approval by the OWNER be deemed as an assumption of such
liability by the OWNER for any defect in the design or other work prepared by the
CONSULTANT, its principals, officers, employees, agents, subcontractors, and sub-consultants.
ARTICLE XIV
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered to; or telecopied to; or mailed to the respective parties by depositing
same in the United States mail at the addresses shown below, postage prepaid, certified mail,
return receipt requested, unless otherwise specified herein:
To CONSULTANT:
Miner & Miner Consulting Engineers, Inc.
4701 Royal Vista Circle
Fort Collins, Colorado 80528
Attn: Jeff B. Meyers
Fax: (970) 223-5577
To OWNER:
City of Denton, Texas
Denton Municipal Electric
901-A Texas Street
Denton, Texas 76209
Attn: Brent A. Heath P.E.
Fax: (940) 349-7334
and
City of Denton, Texas
City Manager
215 East McKinney Street
Page 8 of 13
Denton, Texas 76201
Fax: (940) 349-8596
All notices given under this Agreement shall be effective upon their actual receipt by the
party to whom such notice is given.
ARTICLE XV
ENTIRE AGREEMENT
This Agreement consisting of thirteen (13) pages and one (1) exhibit, 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, understandings,
and agreements which may have been made in connection with the subject matter of this
Agreement.
ARTICLE XVI
SEVERABILTY
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 parties shall reform this Agreement, to the extent reasonably possible, to replace such
stricken provision with a valid and enforceable provision which comes as close as possible to
expressing the original intentions of the parties respecting any such stricken provision.
ARTICLE XVII
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, local laws, rules, regulations,
and ordinances applicable to the work performed by CONSULTANT hereunder, as they may
now read or as they may hereafter be amended.
ARTICLE XVIII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or
physical handicap.
ARTICLE XIX
PERSONNEL
A. CONSULTANT represents that it has or will secure at its own expense all personnel required
to perform all the services required under this Agreement. Such personnel shall not be
employees or officers of, nor have any contractual relations with the OWNER.
Page 9 of 13
CONSULTANT shall immediately inform the OWNER in writing of any conflict of interest
or potential conflict of interest that CONSULTANT may discover, or which may arise during
the term of this Agreement.
B. All services required hereunder will be performed by CONSULTANT or under its direct
supervision. All personnel engaged in performing the work provided for in this Agreement,
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 OWNER and CONSULTANT will not solicit, hire, or
contract with any employee(s) of the OWNER'S or CONSULTANT'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.
ARTICLE XX
ASSIGNABILITY
The CONSULTANT 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 OWNER. CONSULTANT shall further promptly notify OWNER 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.
ARTICLE XXI
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. No evidence of any waiver or modification shall be offered or received in evidence in
any proceeding arising between the parties hereto arising out of, or affecting this Agreement, or
the rights or obligations of the parties hereunder, unless such waiver or modification is in
writing, duly executed. The parties further agree that the provisions of this Article will not be
waived unless as herein set forth.
ARTICLE XXII
FORCE MAJEURE
Neither party shall be considered in default in the performance of its obligations hereunder,
to the extent that performance of such obligations is prevented or delayed by any cause, existing
or future, which is beyond the reasonable control of such party. Any delays beyond the control
of either party shall automatically extend the time schedules as set forth in this Agreement by the
period of any such delay.
Page 10 of 13
ARTICLE XXIII
LIMITATION OF LIABILITY
A. CONSULTANT'S liability to the OWNER shall extend only to those actual damages
suffered by the OWNER as a direct result of CONSULTANT'S breach of this Agreement.
CONSULTANT'S liability shall not exceed the amount actually paid by the OWNER for the
professional services involved in this Agreement.
B. Notwithstanding the provisions of Article XXIII.A. of this Agreement, the provisions and
the coverage provided for in Article X. of this Agreement shall apply, and shall be in full force
and effect.
ARTICLE XXIV
MISCELLANEOUS
A. The following Exhibit is attached to, incorporated herewith by reference, and is made a part
of this Agreement for all purposes pertinent:
Exhibit "A" Executive Summary, Scope of Work, ArcFM MultiSpeak Implementation
Plan dated: October 23, 2003."
B. CONSULTANT agrees that OWNER shall, until the expiration of four (4) years after the
final payment made by OWNER under this Agreement, have access to and the right to
examine any directly pertinent books, documents, papers and records of the CONSULTANT
involving transactions relating to this Agreement. CONSULTANT agrees that OWNER
shall have access during normal working hours to all necessary CONSULTANT facilities
and shall be provided adequate and appropriate working space in order to conduct
examinations or audits in compliance with this Article. OWNER shall give CONSULTANT
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 purposes of this Agreement, the parties agree that the Project Principal is expected to be
Jeff B. Meyers, and the key person who is anticipated to perform most of the work as the
Project Team, include the Project Manager, Scott A. Koehler and another technical staff from
CONSULTANT, under, and in accordance with this Agreement, shall be as specifically
identified and set forth in Exhibit "A" attached hereto. This Agreement has been entered into
with the understanding, expectation, and the OWNER's reliance, that the above-stated
employee of CONSULTANT is expected to perform all or a significant portion of the work
on the Project. Additionally, it is agreed that Jim Danley will be available on a limited basis
Page 11 of 13
to assist the Project Manager for tasks that require specific knowledge of OWNER'S existing
system. Any proposed changes regarding the change of the Project Manager or other key
personnel, requested by CONSULTANT, respecting one or more of the above-stated
employees, shall be subject to the approval of the OWNER, which approval the OWNER
shall not unreasonably withhold. Nothing herein shall limit CONSULTANT from using
other qualified and competent members of its firm to perform the other incidental services
required herein, under its supervision or control.
E. CONSULTANT 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, CONSULTANT 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 OWNER.
F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT'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 the
CONSULTANT to enter in or upon, public and private property as required for the
CONSULTANT to perform professional services under this Agreement. OWNER and
CONSULTANT agree that CONSULTANT is entitled to rely upon information furnished to
it by OWNER without the need for further inquiry or investigation into such information.
G. During the entire course of the project, OWNER will be responsible for backup/recovery of
all onsite project related digital data, materials and databases. CONSULTANT will be
responsible for backup/recovery of all project related data housed on CONSULTANT
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 OWNER, the City of Denton, Texas has executed this
Agreement in four (4) original counterparts, by and through its duly authorized City Manager;
and CONSULTANT has executed this Agreo ent b and through its duly authorized
undersigned officer on this the Aa day of , 2003.
"OWNER"
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
B
Michael A. Conduff, anager
Page 12 of 13
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: ( - hyzat d 6 mc, (fifl Q.L
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
By:
"CONSULTANT"
MINER & MINER CONSULTING ENGINEERS, INC.
A Colorado Corporation
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S:\Our Documents\Contracts\03\Miner & Miner Consulting Engr-PSA-2003-DME.doc
Page 13 of 13
Executive Summary
Miner & Miner Consulting Engineers, Inc. is pleased to have this opportunity to present a proposal to the
City of Denton Electric Department for migration of their existing ArcFM Version 7.2 platform to
ArcFM/ArcGIS Version 8.3.
The City of Denton has recognized that the migration of their GIS to a more modem platform will result in
increased stability of their system and provide them with a more robust environment on which to deploy an
enterprise GIS. The ArcFM Solution provides a framework for scalable enterprise GIS. It enhances the
use of ArcGIS for data maintenance while at the same time providing configuration tools that enable rapid
deployment and easy adjustment of the system. The ArcFM Solution includes applications such as Session
Manager, Designer, Conduit Manager, Network Adapter, and Responder. The work management functions
provided by these tools support, or can be tailored to support, the City of Denton's existing workflow
processes. Version 8.3 of the ArcFM Solution is open, scalable, and will continue to be supported and
enhanced to meet the needs of an ever-growing ArcFM user community.
In the past, it has been difficult for software vendors to offer a workable GIS solution to municipal and
REA-sized utilities. Historically, this difficulty has been due, in part, to the fact that each utility has
required significant resources to develop and deploy a working data model. We now offer an off-the-shelf
GIS that can be rapidly deployed, while at the same time providing extended editing and mapping tools.
This baseline implementation of ArcFM provides a solid foundation for all ArcFM Solution applications
the City of Denton may choose to deploy in the future.
Key to Miner & Miner's proposal is the concept of a common and standardized data model that is used as-
is for the implementation project. Miner & Miner developed the model to support MultiSpeak compliance
for ArcFM, and the model is currently being implemented at REAs and municipalities. MultiSpeak
compliance signifies a software vendor can provide certified interfaces that can communicate with other
MultiSpeak compliant software packages. MultiSpeak 2.0, the latest version released earlier this year, is the
result of a 3-year collaboration between the Cooperative Research Network (CRN) of the National Rural
Electric Cooperative Association (NRECA) and a group of nearly 80 software vendors and consultants that
serve the small utility market.
As part of this proposal, Miner & Miner will deploy ArcFM at the City of Denton with a data model built
in conjunction with our interface to MultiSpeak. The MultiSpeak interchange standard provides a wide
range of options for the City of Denton, and Miner & Miner believes that this would be the most cost
effective and strategic approach for your implementation of ArcFM/ArcGIS. Miner & Miner has lead
many conversions of ArcFM 7.2 systems to ArcFM/ArcGIS 8. We have found that an off-the-shelf
approach enables the implementation to focus on data migration and on support for deployment. The
approach Miner & Miner is proposing is to implement our data model without modification. The data set
will be pre-configured and ready to use, and the functionality provided by ArcFM will be off-the-shelf.
Miner & Miner does not propose to provide any customization as part of this migration proposal.
The highlights of this proposal are as follows
• Building Your ArcFM project methodology - Design, Develop, Deploy
• An off-the-shelf data model that supports our MultiSpeak-compliant interfaces
• Off-the-shelf ArcFM functionality
• Data Migration
• Training
• Support
The City of Denton is an existing customer of Miner & Miner and a user of ArcFM technology.
Maintenance is current; therefore, no software costs will be associated with this project. Miner & Miner is
excited about the possibility of working with the City of Denton as they move forward in the deployment of
Version 8.x ArcFM and ArcGIS technology.
Miner & Miner Proprietary and Confidential
Scope of Work
Migration to ArcGIS/ArcFM for
The City of Denton
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Provided by;
Miner and Miner, Consulting Engineers, Inc,
Phone 970-223-1888
Fax 970-223-5577
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Miner & Miner Proprietary and Confidential
Introduction ...........................................................................................................................1
1.1 ArcFM Design Phase
1
1.1.1 Project Kickoff Meeting
........................................................1
1.1.2 Core Team Training
2
1.1.3 Migration Planning
2
1.1.4 Document Migration Plan
2
1.1.5 Review Migration Plan
2
1.1.6 Update Migration Plan
2
1.1.7 Approve Migration Plan
3
1.2 ArcFM Develop Phase
........................................................3
1.2.1 Compile and Deliver Source Materials
........................................................3
1.2.2 Migration
3
1.2.3 Build Network and QA Data
3
1.2.4 Set Up Hardware and Software on Site
3
1.2.5 Load Data on Site
4
1.2.6 Review Data with Client
........................................................4
1.2.7 Data Migration Acceptance
4
1.3 ArcFM Deploy Phase
4
1.3.1 Training
........................................................4
1.3.2 Begin Data Maintenance
........................................................4
1.3.3 Production Support on Site
4
1.4 Data Model Changes
5
Miner & Miner Proprietary and Confidential
City of Denton Scope of Work ArcFM Implementation
Introduction
This document details the tasks that Miner & Miner (M&M) and the City of Denton will
accomplish in the migration from ArcFM 7.2 to ArcFM 8.3 at the City of Denton. The
structure of this document will reflect the Project Schedule, provided separately. As this is a
joint effort, this document will identify responsibilities for individual tasks as appropriate.
M&M and the City of Denton will complete the tasks detailed in the following sections.
Should the City of Denton request M&M to perform services beyond those specified, the
hourly labor rates listed will apply.
This project plan provides a low-cost approach to migrating ArcFM 7.2 to ArcFM 8.3. It
is based on using a common, standardized out-of-the-box data model. Therefore, we have
not allocated project resources to modify the data model. This data model includes field
definitions, domains, relationships, and connectivity rules. M&M will provide the City of
Denton with a configured schema built from this out of the box data model. The
configuration will include favorites, object and field properties, AutoUpdater assignment,
model name assignment, stored displays, map templates, and standard symbology. We
have not allocated project resources to add or adjust these configurations. The purpose of
this project is to take existing City of Denton data and migrate it into the out of the box
data model to deliver a pre-configured Geodatabase, build the geometric network(s) to
support tracing functionality, migrate the data, and then train and support the City of
Denton operators in the effective use of the system.
1.1 ArcFMDesign Phase
The initial phase for the project will establish a working Geodatabase and an
operational data maintenance environment at the City of Denton.
1.1.1 Project Kickoff Meeting
M&M will travel to the City of Denton for a %z -day Project Kickoff
Meeting. The team will first review, discuss, and make sure all participants
fully understand the goals and methodology for the project. We will also
review the project plan to review the tasks, responsibilities, and
dependencies. The team will then cover the administrative framework for
managing the project. We will establish communication processes, business
processes (for example, configuration control and access control), and
change control processes.
The City of Denton will assign the following key personnel to support the
project and will ensure each is available and can provide necessary support
at the required times over the course of the project. The City of Denton will
ensure the individuals assigned possess the appropriate skills and are
authorized to participate in decisions made over the course of the project.
• Executive Sponsor
• Project Manager
• IT System Administrator
Miner & Miner Proprietary and Confidential
City of Denton ArcFM Implementation
• IT Database Administrator
• Subject Matter Experts
Deliverable: Facilities for on-site kick-off meeting (City of Denton), On-
site Project Kickoff Meeting (M&M, City of Denton)
1.1.2 Core Team Training
Immediately following the Project Kickoff Meeting, the M&M Project
Manager will lead an on-site training for the City of Denton project team.
This training will be an abbreviated and high-level presentation of the
technology and tools. It will introduce the team to the standard data model
and provide them with the background necessary to fully participate in
planning sessions. It is not intended as an end-user training class and will
not go into that level of detail nor provide exercises to reinforce the
Deliverable: Core Team Training Seminar (M&M)
1.1.3 Migration Planning
In order to effectively migrate the existing data maintained by the City of
Denton, the team will review the existing data sources and determine how
that data will be migrated into the M&M standard data model. M&M will
lead the review and documentation of the migration process to take the
existing City of Denton data and migrate it into the data model. The team
will identify the sources and the procedures required to migrate the existing
data. Given that the standard data model includes domains (also called
valid value tables or pick lists), this planning session will determine how the
existing data will be converted into the appropriate value in the destination
model. Should existing DME data not fall within the OOTB model then
those fields shall be documented and an estimate provided to DME on how
many additional hours it would take to integrate that data into the OOTB
model using the labor rates listed in 1.4.
Deliverable: Lead Migration Planning Session (M&M)
1.1.4 Document Migration Plan
M&M will document the migration procedures and specifications
developed during the Migration Plannine Session.
I Deliverable: Migration Plan (M&M) I
1.1.5 Review Migration Plan
The City of Denton will review the Migration Plan and provide comments
back to M&M within 5 business days.
I Deliverable: Review of Migration Plan (City of Denton) I
1.1.6 Update Migration Plan
M&M will revise the migration procedures and specifications based on
feedback from the City of Denton.
Miner & Miner Proprietary and Confidential
City of Denton ArcFM Implementation
Deliverable: Revised Migration Plan (M&M)
1.1.7 Approve Migration Plan
The City of Denton will approve the Migration Plan. This plan will serve as
the specification for the migration effort and cannot be modified after this
point without impacting the migration schedule and costs. Any additional
work DME desires will be preformed and charged at the labor rates
provided in 1.4.
Deliverable: Approved Migration Plan (City of Denton)
1.2 ArcFMDevelop Phase
This series of tasks will produce data migrated into the out of the box data model in
accordance with the Migration plan.
1.2.1 Compile and Deliver Source Materials
The City of Denton will prepare and deliver source materials to M&M in
accordance with the procedures documented in the Migration plan.
Deliverable: Source Materials (City of Denton)
1.2.2 Migration
M&M will migrate the source data provided by the City of Denton into the
out of the box data model provided b M&M.
Deliverable: Populated schema(s) (M&M)
1.2.3 Build Network and QA Data
M&M will build the geometric network and set trace weights based on
existing attributes. Once the networks are available, M&M will use the
tracing tools in ArcFM to review the connectivity of the data. M&M will
also assess the completeness and connectivity of the data. M&M will
provide a written assessment of the data to the City of Denton.
Deliverable: Geometric Network built on migrated data, trace weight
values set, and a written assessment of the data (M&M)
1.2.4 Set Up Hardware and Software on Site
ESRI - San Antonio will install and set up the hardware for the GIS. ESRI
- San Antonio will install ArcGIS, SQLServer, ArcSDE, and ArcFM. This
task must be complete before the data can be loaded on site. Since DME is
already using ArcGIS, this portion may be used to load the most current
version of ESRI software.
Deliverable: Set up of hardware and software for GIS. (ESRI-San Antonio)
Miner & Miner Proprietary and Confidential
City of Denton ArcFM Implementation
1.2.5 Load Data on Site
Once the City of Denton has installed the required hardware and software,
M&M will travel to the City of Denton and install the migrated data. M&M
will test to ensure the svstem is readv for use.
I Deliverable: Migrated data loaded at the Citv of Denton (M&M) I
1.2.6 Review Data with Client
The M&M team will review the data with the City of Denton team. The
review will consist of demonstrating that the data has been migrated per the
Deliverable: Review of data at the City of Denton (M&M)
1.2.7 Data Migration Acceptance
The City of Denton will provide acceptance of the data and configuration in
preparation for turning the data over for use and maintenance by users of
the system. Any debugging, tweaking or relating of the data tables will be
done at this time to ensure a hi confidence of successful data migration.
Deliverable: Formal Data Migration and Configuration Acceptance (City of
Denton)
1.3 ArcFMDeploy Phase
The project team will roll out the data and tools to the production users.
1.3.1 Training
M&M will provide a standard Working with ArcFM training course on-site
for the City of Denton users. M&M will provide course materials and
sample data for the course exercises. The City of Denton will provide
facilities and computers for the participants.
Deliverable: Working with ArcFM Training class (M&M), facilities and
computers for students (City of Denton)
1.3.2 Begin Data Maintenance
This is a project milestone where the system has been turned over to users.
1.3.3 Production Support on Site
M&M will provide a technical resource to support the initial rollout of the
data and help users start working with the tools.
Deliverable: One week of on-site sunnort (M&M)
Miner & Miner Proprietary and Confidential
City of Denton ArcFM Implementation
1.4 Data Model Changes
It is the intent of the City of Denton Electric Department to migrate their current
ESRI / ArcFM environment to Version 8.3 or higher. It is understood that the
target data model in the Geodatabase will support the ArcFM MultiSpeak interface,
however, it is a requirement of this project that the City of Denton Electric
Department have the ability to add additional fields to the data model as required to
ensure no existing data is lost during the migration. The ability to add additional
fields is supported by the solution proposed by M&M; however, M&M will
require that the following labor rates apply to integrate and add these additional
fields per the original estimate provided in 1.1.3:
Project Manager $170.00 / Hr
Senior Analyst $160.00 / Hr
Analyst $145.00 / Hr
"Travel and expenses are billed at cost plus an additional 15% administrative fee.
Miner & Miner Proprietary and Confidential