R-2022-119 - 4/14/2022 RESOLUTION NO. R-2022-119
WHEREAS, the City of Round Rock desires to retain professional consulting services related
to water distribution and meter management audit services;and
WHEREAS, J Water, Inc. has submitted an Agreement for Professional Consulting
Services to provide said services; and
WHEREAS, the City Council desires to enter into said agreement with J Water, Inc., Now
Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an
Agreement for Professional Consulting Services Related to Water Distribution and Meter Management
Audit Services with JS Water, Inc., a copy of same being attached hereto as Exhibit "A" and
incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 551, Texas Government Code, as amended.
RESOLVED this 14th day of April,2022.
CRAIG Mayor
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City of ound, ock,Texas
ATTEST:
A
MEXGAN , N4KS,4ity Clerk
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EXHIBIT
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CITY OF ROUND ROCK AGREEMENT FOR
PROFESSIONALCONSULTING VI
WATERRELATED TO IST UTI AND
MANAGEMENTMETER I
WITH
WATER,JBS INC.
THE STATE OF TEXAS §
THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS
COUNTY OF §
LLIA
COUNTY F TRAVIS §
THIS AGREEMENT for professional consulting services related to water distribution
and meter management audit services(the"Agreement"), is made and entered into on this
day of the month of , 2022, by and between the CITY OF ROUND ROCK, a
Texas home-rule municipal corporation with offices located at 221 East Main Street, Round
Rock, Texas 78664-5299 (the "City"), and JBS WATER, INC. with offices located at 14037
Cashel Forest Drive, Houston,Texas 77069(the"Consultant").
RECITALS:
WHEREAS, City is in need professional consulting services related to water distribution
and meter management audit services;and
WHEREAS, City desires to contract with Consultant for the provision of said services;
and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights,duties and obligations hereunder.
NOW,THEREFORE,WITNESSETH.
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.0 EFFECTIVEAND TERM
This Agreement shall be effective on the date this Agreement has been signed by each
party hereto and shall remain in full force and effect unless and until it expires by operation of
the tenri indicated herein or is terminated or extended as provided herein.
4 63-9722-21681ss2
The term of this Agreement shall be from the effective date until October 20,2022.
City reserves the right to review the Agreement at any time and may elect to terminate
the Agreement with or without cause or may elect to continue.
2.0 CITY SERVICES
For the purposes of this Agreement, the City agrees to furnish the Consultant the
information set forth and appended to this Agreement as Exhibit "A" titled "City Services,"
incorporated herein by reference for all purposes.
3.0 SCOPE OF SERVICES
For purposes of this Agreement Consultant has issued its proposal for services, such
proposal for services being attached to this Agreement as Exhibit "B"titled"Scope of Services,"
incorporated herein by reference for all purposes.
Consultant shall satisfactorily provide all services set forth in Exhibit"B," in accordance
with due care and prevailing consulting industry standards for comparable services.
4.0 LIMITATION TO SCOPE OF SERVICES
Consultant's undertaking shall be limited to performing services for City and/or advising
City concerning those matters on which Consultant has been specifically engaged. Consultant
and City agree that the Scope of Services to be performed is enumerated in Exhibit "B" and
herein,and may not be changed without the express written agreement of the parties as described
in Section 11.0.
5.0 CONTRACT AMOUNT
Fee: City agrees to pay Consultant as set forth in Exhibit "D," "Fee Schedule," which
document is attached hereto and incorporated herein by reference for all purposes, in payment
for services delineated in Exhibit`B."
Not-To-Exceed Amount: The fees paid by City to Consultant over the term of the
Agreement shall not exceed Ninety-One Thousand Nine Hundred and No/100 Dollars
($91,900.00).
6.0 INVOICE REQUIREMENTS AND TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to
the City, in accordance with the delineation contained herein, for services rendered. Such
invoices for professional services shall track the referenced Scope of Work, and shall detail the
services performed, along with documentation for each service performed. Payment to
Consultant shall be made on the basis of the invoices submitted by Consultant and approved by
the City. Such invoices shall conform to the schedule of services and costs in connection
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therewith.
Should additional backup material be requested by the City relative to service
deliverables, Consultant shall comply promptly. In this regard, should the City determine it
necessary, Consultant shall make all records and books relating to this Agreement available to
the City for inspection and auditing purposes.
Payment of Invoices: The City reserves the right to correct any error that may be
discovered in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of an invoice,the City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 8.01 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and the City or because of amounts which the City has a right to withhold under this Agreement
or state law. The City shall be responsible for any sales, gross receipts or similar taxes
applicable to the services,but not for taxes based upon Consultant's net income.
7.01 INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements set forth at:
httD://www.mundrock insurance 07.20112.pdf.
8.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code,any payment to be
made by the City to Consultant will be made within thirty(30)days of the date the City receives
goods under this Agreement, the date the performance of the services under this Agreement are
completed, or the date the City receives a correct invoice for the goods or services, whichever is
later. Consultant may charge interest on an overdue payment at the"rate in effect"on September
1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A.,Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by the City in the event:
(a) There is a bona fide dispute between the City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed
that cause the payment to be late;or
(b) There is a bona fide dispute between Consultant and a subcontractor or
between a subcontractor and its supplier about the goods delivered or the
service performed that causes the payment to be late;or
(c) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds;or
(d) The invoice is not mailed to the City in strict accordance with any instruction
on the purchase order relating to the payment.
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9.0 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal
year if the governing body of the City does not appropriate funds sufficient to purchase the
services as determined by the City's budget for the fiscal year in question. The City may affect
such termination by giving Consultant a written notice of termination at the end of its then-
current fiscal year.
10.0 TIMETABLES
Unless otherwise indicated to Consultant in writing by City, or unless Consultant is
unreasonably delayed in the orderly progress of its work by forces beyond Consultant's control,
the timetable structure and deliverable due dates shall be in reasonable conformity to
Consultant's schedule tendered to City and attached as Exhibit"C."
11.0 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto,duly authorized by City Council or by the City Manager, if the City determines that there
has been a significant change in (1) the scope, complexity, or character of the services to be
performed; (2) a change in costs; or (3) the duration of the work. Any such Supplemental
Agreement must be executed by both parties within the period specified as the term of this
Agreement. Consultant shall not perform any work or incur any additional costs prior to the
execution,by both parties, of such Supplemental Agreement. Consultant shall make no claim for
extra work done or materials furnished unless and until there is full execution of any
Supplemental Agreement, and the City shall not be responsible for actions by Consultant nor for
any costs incurred by Consultant relating to additional work not directly authorized by
Supplemental Agreement.
12.0 TERMINATION;DEFAULT
Termination: It is agreed and understood by Consultant that the City may terminate this
Agreement for the convenience of the City, upon thirty (30) days' written notice to Consultant,
with the understanding that immediately upon receipt of said notice all work being performed
under this Agreement shall cease. Consultant shall invoice the City for work satisfactorily
completed and shall be compensated in accordance with the terms hereof for work accomplished
prior to the receipt of said notice of termination. Consultant shall not be entitled to any lost or
anticipated profits for work terminated under this Agreement. Unless otherwise specified in this
Agreement, all data, information, and work product related to this project shall become the
property of the City upon termination of this Agreement, and shall be promptly delivered to the
City in a reasonably organized form without restriction on future use. Should the City
subsequently contract with a new consultant for continuation of service on the project,
Consultant shall cooperate in providing information.
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Termination of this Agreement shall extinguish all rights, duties, and obligations of the
City and the terminated party to fulfill contractual obligations. Termination under this section
shall not relieve the terminated party of any obligations or liabilities which occurred prior to
termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory or which is not performed in compliance with the terms of this Agreement.
Default: Either party may terminate this Agreement, in whole or in part, for default if
the Party provides the other Party with written notice of such default and the other fails to
satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the Parties).
If default results in termination of this Agreement, then the City shall give consideration
to the actual costs incurred by Consultant in perfon-ning the work to the date of default. The cost
of the work that is useable to the City,the cost to the City of employing another firm to complete
the useable work, and other factors will affect the value to the City of the work performed at the
time of default. Neither party shall be entitled to any lost or anticipated profits for work
terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating Party and the terminated Party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory,or which is not perfonned in compliance with the terms of this Agreement.
13.0 NON-SOLICITATION
Except as may be otherwise agreed in writing, during the to of this Agreement and for
twelve (12) months thereafter,neither the City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved,directly or indirectly, in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who was solicited
solely through a newspaper advertisement or other general solicitation.
14.0 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not the City's employee. Consultant's
employees or subcontractors are not the City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and the City agree to the following rights
consistent with an independent contractor relationship:
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(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means,manner and method
by which it performs its services required by this Agreement.
(3) Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and the City shall not hire, supervise, or pay assistants to help
Consultant.
(5) Neither Consultant nor its employees or subcontractors shall receive training from
the City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
(7) Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of the City.
15.0 CONFIDENTIALITY;MATERIALS OWNERSHIP
Any and all programs,data,or other materials furnished by the City for use by Consultant
in connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that the City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
All data relating specifically to the City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. The City's confidential
information and Consultant's confidential information is collectively referred to as"Confidential
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
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shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information
of the other to a third party as may be required by law, statute, rule or regulation, including
subpoena or other similar form of process, provided that (without breaching any legal or
regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information of the other to a third party as may be required by law, statute, rule or regulation,
including subpoena or other similar form of process, provided that(without breaching any legal
or regulatory requirement)the party to whom the request ismade provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Neither the City nor Consultant will be liable to the other for inadvertent or accidental
disclosure of Confidential Infan-nation if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything to the contrary in this Agreement, the City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
the City and delivered to the City under the terms of this Agreement (the "Deliverables"); and
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
techniques, processes, software, or other similar information which may have been discovered,
created, developed or derived by Consultant either prior to or as a result of its provision of
services under this Agreement (other than Deliverables). Consultant's working papers and
Consultant's Confidential Information (as described herein) shall belong exclusively to the
Consultant. City shall have a non-exclusive, non-transferable license to use Consultant's
Confidential Information for City's own internal use and only for the purposes for which they are
delivered to the extent that they form part of the Deliverables.
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16.0 WARRANTIES
Consultant represents that all services performed hereunder shall be performed consistent
with generally prevailing professional or industry standards, and shall be performed in a
professional and workmanlike manner. Consultant shall re-perform any work no in compliance
with this representation.
17.0 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of the City or of this
Agreement, then and in that event the City shall give written notification to Consultant;
thereafter, (a) Consultant shall either promptly re-perform such services to the City's satisfaction
at no additional charge, or(b) if such deficient services cannot be cured within the cure period
set forth herein,then this Agreement may be terminated for default.
In no event will Consultant be liable for any loss,damage,cost or expense attributable to
negligence, willful misconduct or misrepresentations by the City, its directors, employees or
agents.
18.0 INDEMNIFICATION
Consultant shall save and hold harmless City and its officers and employees from all
claims and liabilities due to activities of his/her/itself and his/her/its agents or employees,
performed under this Agreement, which are caused by or which result from the negligent error,
omission, or negligent act of Consultant or of any person employed by Consultant or under
Consultant's direction or control.
Consultant shall also save and hold City harmless from any and all expenses, including
but not limited to reasonable attorneys' fees which may be incurred by City in litigation or
otherwise defending claims or liabilities which may be imposed on City as a result of such
negligent activities by Consultant, its agents,or employees.
19.0 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval,which approval shall not be unreasonably withheld.
20.0 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services under this Agreement. The City will not do the following:
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(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf;
(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf;or
(3) Withhold state or federal income tax from any of Consultant's payments.
If requested, the City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
21.0 COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES
A. Consultant, its consultants, agents, employees and subcontractors shall use best
efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the
City of Round Rock, as amended, and with all applicable rules and regulations promulgated by
local, state and national boards, bureaus and agencies.Consultant shall further obtain all permits,
licenses, trademarks, or copyrights required in the performance of the services contracted for
herein,and same shall belong solely to the City at the expiration of the term of this Agreement.
B. In accordance with Chapter 2271, Texas Government Code, a governmental
entity may not enter into a contract with a company for goods and services unless the contract
contains written verification from the company that it: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of this Agreement. The signatory executing this Agreement on
behalf of Consultant verifies Consultant does not boycott Israel during the term of this
Agreement.
22.0 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required hereunder.
23.0 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act on its behalf
with regard to this Agreement:
Kit Perkins
Utilities&Environmental Services
3400 Sunrise Road
Round Rock,TX 786645
Telephone: (512)341-3145
E-mail address:cnerkins oundrocktexas.gov
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The Consultant hereby designates the following representative authorized to act on its
behalf with regards to this Agreement:
James Schiele
JBS Water,Inc.
14037 Cashel Forest Drive
Houston,TX 77069
Telephone:(512)657-2917
E-mail address:jWhiele&jOvate .com
24.0 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(l) When delivered personally to recipient's address as stated herein;or
(2) Three (3) days after being deposited in the United States mail,with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
JBS Water, Inc.
14037 Cashel Forest Drive
Houston,TX 77069
Notice to City:
City Manager,City of Round Rock
221 East Main Street
Round Rock,TX 78664
AND TO:
Stephan L. Sheets,City Attorney
309 East Main Street
Round Rock,TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of the City and Consultant.
25.0 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
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be governed by and construed in accordance with the laws and court decisions of Texas.
26.0 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
expressly agree that, in the event of any conflict between the terms of this Agreement and any
other writing, this Agreement shall prevail. No modifications of this Agreement will be binding
on any of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
27.0 DISPUTE RESOLUTION
The City and Consultant hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
Arbitration Act(9 USC Section 1-14)or any applicable state arbitration statute.
28.0 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this Article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
29.0 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the services, responsibilities and duties specified herein and that such services,
responsibilities and duties shall he performed, whether by Consultant or designated
subconsultants, in a manner acceptable to the City and according to generally accepted business
practices.
30.0 GRATUITIES AND BRIBES
City, may by written notice to Consultant, cancel this Agreement without incurring any
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City Officer, employee or elected representative with respect to the
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performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
31.0 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made,then and in that event the demanding party may
treat such failure an anticipatory repudiation of this Agreement.
32.0 MISCELLANEOUS PROVISIONS
Time is of the Essence. Consultant agrees that time is of the essence and that any failure
of Consultant to complete the services for each Phase of this Agreement within the agreed
project schedule may constitute a material breach of the Agreement.
Consultant shall be fully responsible for its delays or for failures to use reasonable efforts
in accordance with the terms of this Agreement. Where damage is caused to City due to
Consultant's failure to perform in these circumstances, City may withhold, to the extent of such
damage, Consultant's payments hereunder without a waiver of any of City's additional legal
rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid
unreasonable delays in the orderly progress of Consultant's work.
Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure,
delay or default in perfonnance of any obligation hereunder shall constitute an event of default
or breach of this Agreement, only to the extent that such failure to perform, delay or default
arises out of causes beyond control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy, civil war, insurrection, riots, fires, floods,explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
under this Agreement by the parties.
Section Numbers. The section numbers and headings contained herein are provided for
convenience only and shall have no substantive effect on construction of this Agreement.
Waiver. No delay or omission by either party in exercising any right or power shall
impair such right or power or be construed to be a waiver. A waiver by either party of any of the
covenants to be performed by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid
unless in writing and signed by an authorized representative of the party against whom such
waiver or discharge is sought to be enforced.
Multiple Counterparts. This Agreement may be executed in multiple counterparts,
which taken together shall be considered one original. The City agrees to provide Consultant
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with one fully executed original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of on Rock,Texas JBS W
By: BY:
Printed Name: Printed-
V1 C ' F--!5 1--P F-
Title: Title:
DateSigned: .............................................................................................................. Date Signed;
For City,Attest:
By: ...................................... ......
Meagan Spinks, City Clerk
For City,Approved as to Form:
By: �...............................................................................................................
Stephan L. Sheets,City Attorney
1,3
Exhibit A "Services to be Performed by City"
Professional Services
Comprehensive Wafer Distribution System Audit &
Meter Management Analysis
for the
City of Round Rock, Texas
March 2022
The City is not expected to provide any "services" as part of this project, other
than to provide the following data and support.
1. Data necessary to conduct the water audit and meter management study.
2. Provide appropriate Utilities & Environmental Services Department staff to
assist in:
a. metered consumption enquiries
b. large meter inspection
c. production meter inspection and testing
d. meter datalogging tasks via City's AMI metering system
e. leak repair work order data.
The night flow test is to be conducted by the Utilities Department, with support
and advice from the Consultant. The results of this test will be an integral part of
the final water loss analysis.
The following obligations are outlined to identify the support needed from the City
in order to successfully complete this study.
OBLIGATIONS OF CITY
1. City shall assist JBS/Consultant by providing available non-confidential
information and data pertinent to the project, including but not limited to
previous reports;
2. Provide meter readings and printouts of all bulk water meters served by the
City. Provide data in spreadsheet format, if available. Obtain copies of the
bulk water clients' monthly meter readings for comparison purposes.
JBS Water, Inc.03-15-2022 1 RR-ExhibitA
3. Large Meter Inspections: Provide a person knowledgeable of meter
locations/installations to take JBS/Consultant locations of meters to be
inspected and to provide access
4. Provide test data of all large meters (including Bulk water) tested by City or
by contractors in the last 3 years.
5. City shall arrange for access by JBS/Consultant onto public and private
prop" as required by JBS/Consultant in order to perform its services;
6. City shall give prompt written notice to JBS/Consultant whenever City
observes or otherwise becomes aware of relevant developments that would
affect the scope or timing of JIBS/Consultant's services hereunder.
Additionally, City shall give prompt written notice to JBS/Consultant under
Section 1.03 herein regarding any defects in the work or services performed
by JBS/Consultant;
7. City shall be responsible for providing general assistance and supervision in
the conduct of the investigations;
8. City shall be responsible for furnishing warning devices, i.e. lights and
barricades, for the protection of the general public and for the protection of
JBS/Consultant's instruments;
9. City shall be responsible for furnishing and installing corporation stops at the
points designated by JBS/Consultant for meter testing purposes;
10. City shall be responsible for notifying officials and customers of possible
temporary reduction or curtailment of water service;
11. City shall be responsible for providing competent personnel to operate water
plant, wells and valves in connection with JBS/Consultant's flow studies;
12. City shall be responsible for providing JBS/Consultant with online access to
the billing database to review meter usage and develop hourly profiling
analysis of key accounts to conduct meter sizing and application review.
13. Provide minimum 3 year line break history (all leaks) in an acceptable and
usable format(MS Excel preferred).
JBL Water, Inc 03-15-2022 RR-Exhibit A
Exhibit B "Services to be Performed by Engineer"
Professional Services
Comprehensive Water Distribution System Audit &
Meter Management Analysis
for
City of Round Rock, Texas
March 2022
PROJECTAPPROACH
The project comprises six tasks of investigation and analysis and recommendations. Prior to
these, an initial task of the project, once JBS has received confirmation to proceed, is to itemize
and request all data that we will need from the client to conduct this project and achieve the
Project Objectives.
Information to be requested will include distribution system data, leak repair and flushing work
orders, monthly production totals for each production meter, 3 years or more of monthly
consumption data for all customer accounts.
Task 1: Production Meter Analysis
Verification of in-plant accuracy of finish water meter r
devices to establish benchmark volumes of water
produced against which to reference all other water
use (and losses). The purpose of this Task is to
confirm or determine the current accuracy of the
production meters that measure the volume of water
inflow to the water system and to verify the accuracy
of the records upon which the distribution system
water accountability is based.
In this regard, JBS will review most recent meter
accuracy test data. Where feasible due to existing
installation configurations, conduct accuracy tests on the source water meters that
determine the volume of water received and pumped to distribution. The results of this
task will establish a baseline for evaluating system wide water accountability.
This task includes the review of existing records and reports of water production for the
most recent five years.
a) Evaluation of existing production meter installations with regard to meter
accuracy, reliability and performance and any potential adverse conditions.
b) Confirmation of existing metering devices for suitability.
c) Verification of historical water production data for the most recent five years.
JBS Water,Inc.03-15-2022 RR-Exhibit B
Task 2: Consumption Analysis of Metered Accounts
This task is comprised of a comprehensive analysis of all i,bgi „ ` rj
Metered consumption. Per current AVWVA best practices
(M22 & M36 Manuals), that part of the existing Non-
Revenue Water due to meter related issues is considered
Apparent Loss". This water loss is recoverable at existing
water and wastewater commodity rates. Consequently,
this analysis is a critical task for development of data to be
applied in any meter replacement program and in the
assessment of apparent losses.
a) JBS will confirm and then compare summaries of metered sales quantities with summaries
of production as metered into the system. Subsequently the data will be analyzed on
monthly, quarterly, and annualized bases.
..„. OisWbWen of Usp*..... .n ....
b A 36-month consumption histo for all metered ,W ., ,� . . _ ... AU"°°”°"a >
P history r
accounts will be reviewed in detail by meter size,
meter route, rate classification, meter age (if
available), meter brand and type.The analysis will
review in detail different classification types such
as apartments or multi units, different types of
commercial accounts, outside irrigation, and
residential accounts and will cross reference meter
size, and meter age against consumption.
Distribution of use tables and charts will be
prepared for each class code.
c) No-use, low-use, and high-use accounts will be identified to facilitate closer investigation
and follow-up. In addition, usage will be reviewed by geographical location, and or
demographics(if possible).
d) All meters will be subject to a meter sizing analysis and verification of the sizing model will
be made by downloading and reviewing up to two years of hourly usage on select accounts.
This flow data will be used to verify the sizing analysis so that suspect meters may be
identified for additional evaluation.
e) Usage profiling for select accounts(all class codes)will be conducted that will assist in meter
sizing and life expectancy assessments of key accounts. The following example compares
hourly usage for one account with 8 units versus one with 19 units. Six months and 12
months of data are used in the comparison. The charts clearly show that the vast majority
of usage for these apartments is less than 10 gpm for the account with 19 units and less
than 5 gpm with the 8 unit apartment. Both accounts are serviced with 2-inch meters.
AS Water,Inc. 15.2022 2 RR-Exhibit
ONE YEAR USAGE INSTRUBUTION BY HOURS Six MONTHS HOURLY USAGE
Linch Apt-19 units =-ink MatorApartmaM -8 Units
sp
w
� n
b ��
40 u
>0
� M
IO
p -nnm�ifMllfl '
II" 0"VW Iy�Y p/NM+n
f) A cost analysis will be prepared that will evaluate the performance capabilities of current
meters and recommended sizes. Meter payback periods will be estimated based on meter
size and meter reading technology. The existing water and sewer rates will be reviewed to
see how they impact meter payback and sizing issues, and large meter testing, which in
turn also impact water conservation efforts. Future AMI costs will be reviewed in detail as
they relate to meter age,future meter, battery and antenna costs.
g) We will review existing system policies, procedures and standards that may directly affect
water accountability, water utility revenues and metering system costs over the long term.
Meter sizing, selection, installation and accessibility to facilitate periodic meter testing and
maintenance, meter reading and billing are some of the issues that have long-term
consequences that must be addressed in order to assure the benefits of the audit shall
extend well into the future.
h) We will develop a plan for cost effective replacement of water meters and recommend
appropriate ongoing procedures for monitoring, testing, operating and maintaining meters.
This plan will take into consideration the meter age, meter brand, meter route, theoretical
life expectancies and water and sewer rate schedules.
i) During this process we will take into consideration stakeholder input,best practices and our
prior experience in Round Rock and elsewhere, and provide a summary of the advantages
and disadvantages of each meter management component.
Task 3: Large Meter Assessment
JBS will review the current large meter database """ '"°'""' CITY OF ROUND ROCK UTip MES
and update the large meter photo report to
include new accounts and/or meter replacements
iwwr We
since 2017. JBS will physically inspect these
accounts in the field, All new installations will be
inspected for installation problems.All compoundv
meters will be reviewed in detail and an account ;
profile will be established on each two-register - p"'""•
compound, comparing consumption histories.
This information will be used in the sizing and
cost analysis.
JBS Water,Inc.03-15-2022 3 RR-Exhibit B
A complete sizing and cost analysis will be made on all one-inch and larger meters.The resulting
data will be integrated into the overall consumption analysis and meter replacement strategies in
Task 2.
Large meter sizing,selection, installation, and accessibility to facilitate periodic meter testing and
maintenance, meter reading and billing are some of the issues that have long-term
consequences. These must be addressed in order to assure the benefits of the water audit shall
extend well into the future.
Task 4:Analysis of Real Losses
Phase 1: District Measurements will be conducted, in coordination with the client,to
determine leakage potential by Districts or Pressure Zones.
a) Current water distribution system maps will be reviewed to plan overnight flow
measurements of the water system.When possible and practical,and with the client's input,
the distribution system will be sub-divided to determine leakage potential in each sector.
The 2017 water audit data will serve as a comparative baseline.
b) By taking observed flow measurements,~
population, consumption history, system + -
statistics and observed nighttime �
consumption into consideration, an
approximate flow rate due to underground C
leakage can be assessed.This information 6
may be used to determine if and where a 1
physical leak detection survey might be
cost-effective.
a
c) For this task, accurate distribution system ' � __._ m
information (maps and local knowledge of isolation valves) will be required. Distribution
system flow measurements are most successful when the entire distribution system or
separate sectors can be effectively isolated.
d) One additional tool at our disposal is the City's AMI meter reading technology.This will allow
us to obtain a download from the Harmony system of almost all customer use. Combined
with the observed use we expect to assess the volume of water used by customers during
the test period.This data will allow for a highly accurate assessment of minimum night flows
attributable to real losses(leaks) in the system.
Phase 2: Line Break History Analysis.
We propose to identify areas of significant real losses in the distribution system.
We will collect and compile available existing work order records for the last five years of reported
line breaks and leak repairs.This analysis of real losses serves to identity areas suspect for high
incidence of leakage, by location, pipe material and age. The better the accuracy of available
data,the better the results of this task. In this task also,the 2017 water audit data will serve as a
comparative baseline.
AS Water,Inc. 0345.20 2 4 RR-Exhibit
In our experience, leak detection should be 0&
conducted in areas where the analysis provides the
greatest cost-benefit to the utility. Combined with
the results of district measurements and prior
results (2017), the 2422 data will be analyzed for 6/1
f
possible correlations that will establish new � � ao
priorities for follow on underground leak detection
and for and/or replacement of water distribution dp
lines. The analysis also provides insight into the `
volumes of real loss recovered by the City's on-
going line maintenance activities and potential
volumes to be recovered through implementation of
our recommendations.
This task will include a review of existing procedures for reporting and accounting for authorized
unmetered use such as line flushing and other unmetered water uses.
Task 5:Water Audit Report
JBS will prepare and present a Draft Report of water audit findings and conclusions, including
compilations of data collected during the audit in written and electronic formats. JBS will review
existing policies, procedures and standards that may be adversely affecting water accountability,
water utility revenues and metering system costs over the long terra. The report also will include
a complete water balance table applying the current TWDB methodology for on-going use by the
client.
Further goals of this study are to provide the Client with recommendations for:
1. Development of on-going procedures for implementation by the client for the maintenance
of sustainable low levels of NRW.
2. Improvements to meter replacement program.
3. Development of the Client's AMI metering system based on analysis of meter
replacement, or battery replacement, or antenna replacement needs and costs.
4. Improvement in differences of the City's current meter selection,implementation, rate
structure,customer service and billing procedures against industry standards.
5. Provide recommendations for follow-on loss reduction strategies and a leak detection
phase to this project,as may be necessary, based on the findings of the water audit.
The Draft Report will be presented in person to Round Rock Utilities staff for review of results and
to present preliminary recommendations. The presentation will also provide an opportunity to
assure full understanding of the recommendations and products generated by this study and for
staff to ask questions.
Task 6: Final Recommendations
Once the Draft Report has been reviewed, we will proceed to finalize the document with any
changes identified in Task 5 and complete a summary of recommendations based on all tasks of
the project, Task duration will depend on review time by the client of the draft report.
JBS Water, Inc.03-15-2022 5 RR-Exhibit B
11 11,11lijill 11 Jill
. .
The success of any Project in the accomplishment of its objectives depends in great measure
on the participation by experienced professionals who understand the client's needs and
develop practical, cost effective solutions on a timely basis.The many years of experience at
JIM and practical knowledge of our personnel is a critical factor in the achieving the highest
quality results.
The company's 25 years'experience and insight working on similar projects for the City of
Round Rock,will ensure an effective and expeditious process.
JBS Water, Inc. 3-15-2022 RR-Exhibit
BIODA TA OF PERSONNEL
James B. Smith
Principal
Jim Smith has over 35 years of extensive experience in Project Role:
water distribution system studies, including water audits, Principal,responsible for project coordination,now
meter audits, leakage surveys, and water and sewer rate and consumption analysis,evaluation of final date
adjustments. His diverse professional experience, in and results.
addition to that in the private sector, includes employment
with both state and local government agencies while working
on four continents. Education:
Attended Eastern New Mexico University,New
Mexico State University,graduated in 1971 with a
From his experience in working with several hundred B.S.degree from Weber State College.
utilities, Mr. Smith understands the changing internal
dynamics of individual systems. Mr. Smith has developed
several fresh approaches to water conservation needs and Processional Affiliations;
to the reduction of unaccounted for water losses. These AWWA Member since 1994
techniques are the result of years of diverse hands on
experience. Papers A Presentations:
2006-2007 Texas Water Utility Association—
EXPERIENCE: "Development of a Cost Effective Water Loss
• Reduction Program"Four hour training
Prior to the establishment of JBS Associates in 1988,Jim programs
served as National Marketing Director and Western States 1990-2005-Texas Rural Water Association—
Manager for the Pitometer Associates.He joined that firm National Rural Water Association'Establishing
in 1985 when his prior firm,Water Resource Associates, an Effective Water Loss Reduction Program'
headquartered in Indiana,merged with the Pitometer 2004-AIDIS-USA Seminar on Unaccounted-for
Associates. Drinking Water-'The Impact of Meter Sizing
on Unaccounted for Water Loss"
Mr. Smith is one of the pioneers in water system auditing, 1999-A4WVA-Conserve 99 Conference-
and over the years has progressively developed and tailored "Unaccounted for Water-Costs and Benefits of
programs dealing with water auditing concepts. water Loss and Revenue Recovery in Four
Vermont Municipal Water Systems'.
His hands experience includes all aspects of NRW control, 1990-1997-University of Wisconsin"The Impact of
with major emphasis on the metering component.He has Unaccounted for Water on water
developed and continues to modify new approaches in Conservation".
regards to the meter analysis. 1994-Philippine Pipeline"Which Small Meter is Best
for MWSS Class B or Class C?"
Mr. Smith has presented training programs to over 8,000 1993-AWWA Research Foundation San Jose,CA
people in the United States, Canada, Southeast Asia, "Leakage Control Systems".Part of a
Central and South America. cooperative research report between the
AWWA Research Foundation and the Japan
Water Works Association.
1992-AWVVA National Conference,Vancouver,B.C.
"Establishing An Effective Water Loss
Reduction Program".
1990 Texas Rural Water Association"rhe Metered
Ratio The Great Hoax?"
1981-88 AW WA—Developed the'Water Loss
Reduction and Meter Application and Sizing
Seminars for AWWA and taught programs
in more then 100 cities.
JBS Water,Inc.03-15-2022 7 RR-Exhibit B
James A. Schiele
Vice PresidenVProject Manager
Mr.Schiele has over 35 years of water industry experience Project Role:
in North and South America, as well as Europe and South Project Manager,Flow Measurements,Real Losses,
East Asia. Employed in both the consulting and leak history analysis and leak detection.
manufacturing sectors, he has provided consulting
services, training, project management, product support
and marketing activities related to water loss analysis,flow Education:
measurement, subsurface pipeline surveys, development Majored in Languages at Walbrook College,London,
of water loss reduction programs,product development and UK 19WI971.
testing,demonstration and sales of microprocessor-based Graduated in Computer Science and Technology at
leak correlators, leak detection instrumentation, data Control Date Institute.London(1972-1974).
loggers and pipe locators.
Profe"lonal Affiliations:
AWWA Member since 1994
EXPERIENCE:
In 1993,Mr.Schiele joined the J consulting group, Papers&Presentabons:
directly involved with the management,supervision and 2007-ACODAL-International Seminar on The Water
development of water audits and leak detection projects in Balance and Technologies for the Development
the United States, Brazil, Mexico, Panama and the of Unaccounted for Water Loss Programs.Cali,
Philippines. Colombia.
2004,ANIS-USA Serntnar on Unaccounted-for
His experience includes production meter flow testing, Drinking Water-"Development of a Water Loss
implementation of distribution system night flow tests, Recovery Program In CuliscAn,Mexico•
application of meter datalogging and data analysis, 200I-As a result of successful development of an in-
acoustic leak detection and the use of correlator house unaccounted for water loss recovery
technologies. program for our client,the Culiac6n,Mexico
Municipal Water and Wastewater System was a
top ten finalist in a national award program for
Prior to joining JBS,Schiele was employed by Fluid progressive municipal government agencies,
Conservation Systems(FCS)of Austin,Texas. For 12 This award was promoted by the Ford
years the company benefited from his substantial Foundation and Mexico's Centro do
experience in the field of water to control and leak Inveafigad6n y Docencia Econ6mlcas(CIDE).
detection as he developed an outstanding reputation for 1999- IMTA(Instituto Mexicano do Tecnologla del
his insight,thoroughness and insistence on improving the Ague)7th International Seminar on Water Loss
customer's skills. Reduction,Guanajuato,Mexioo-'Experiences
in the Reduction of Water Losses in 10 Cities in
His extensive prior project experience was often called the State of Guanajuato'
upon during the development cycle of the company's new 1993-AWWA Research Foundation-Son Joe,CA
leak detection and correlator technologies. He conducted 'Leakage Control Systems"-Co-authored a
programs for FCS products and services throughout the cooperative research report between the AWWA
Research Foundation and the JWNA(Japan
U.S. and in Canada,Mexico and Brazil. His waterworks Association).
responsibilities included customer training, product
development, product demonstrations,and supervision
and coordination of leak survey services.
Mr.Schiele has prepared and presented more than 3,000
hours of professional training courses for industry
personnel of all levels,including operators,supervisors
and management. He is fluent in English and Spanish.
JBS Water, Inc.03-15-2022 I ibit 8
Exhibit C "Work Schedule"
Professional Services
Comprehensive Water Distribution System Audit & Meter Management Analysis
City of Round Rock, Texas
March 2022
(Assumes project start April 20 2022)
Start Project Startup Meeting: Data Collection&Analysis 20-Apr-22 20-Apr-22
1 Analysis of Water Production Meters Data 30-Apr-22 26-May-22
2 Consumption Analysis of Metered Accounts 5-May-22 4-Sep-22
3 Large Meter Inspections/Assessment/Bulk Water Aocts 24-May-22 24-Jun-22
4.1 Analysis of Existing Line Breaks&Historical Leak Repair Data 19-Jun-22 12-Jul-22
(Real Losses: Item a)
4.2 Field Measurements to Determine Underground Leakage 10-May-22 28-May-22
Potential(Real Losses: Items b,c&d)
5 Water Audit Report Draft 25-Aug-22 10-Oct-22
fi Final Recommendations 8-Oct-22 20-Oct-22
Total 20-Apr-22 20-0at-22
Later start date or significant delays in delivery of essential data will cause all dates to be pushed back accordingly.
RR-Exhibit C
JBS Wafer,enc.03-15-2022 1
1
Round Rock Water Audit ProjectSchedule
(Assumes April 20,2022 Start)
Round Rock Water Audit ProjectSchedule
Stan4
s
4.1
4
r
jE � 1
Total
(14 N N N N N 1 N CM. Nj N c¢v
1 01 Ll 1'J3� V
CL CL Q /�3 3 3 I 1 ®�$ 7 1 m 1 1
P
C-Ar r N M ~ r r r N N r N V) r N N r r
iBs waW inc- 3-15-2022 2 -Exhibit
Exhibit D
Fee Schedule
Project Name: Water Distribution System Audit&Meter Management Analysis(2022)
Our fee forconducting and completing the Professional Services as described in the forgoing Scope of Work(Schedule B)will not
exceed$91,900(Lump Sum/fixed Fee),including all expenses normally associated with the described work.A summaryfee schedule
Total Total Other Sub-
Task Labor Hours Loaded Labor Cost Direct Costs Consultants TOTALS
1 Analysis of Water Production Meters&Data 67 $6,545 $630 $0.00 $7,175
2 Consumption Analysis of Metered Accounts 132 $12,829 $1,420 $0.00 $14,249
3 Large Meter Inspections/Assessment/Bulk Water 203 $19,876 $1,530 $0.00 $21,406
Accounts
4.1 Analysis of Existing Line Breaks& Historical Leak 160 $15,868 $900 $0.00 $16,768
Data (Real Losses: Item a)
4.2 Field Measurements to Determine Leakage 56 $5,541 $630 $0.00 $6,171
Potential(Real Losses: Items b,c& d)
5&6 Final Report of Water Distribution System Audit& 183 $17,971 $1,000 $0.00 $18,971
Recommendations
7 Project Management 60 $6,848 $270 $0.00 $7,118
GRAND TOTAL: 861 $85,477 $6,380 $0.00 $91,857
JBS Water, Inc. 03-15-2022 RR-Exhibit B