BCRUA_R-21-06-23-5A RESOLUTION NO. R-21-06-23-5A
WHEREAS, the Brushy Creek Regional Utility Authority, Inc. ("BCRUA") desires to
retain professional consulting services related to a 36-Inch Raw Water Pipe Assessment for the
Brushy Creek Regional Utility Authority Public Water System; and
WHEREAS, Wiss, Janney, Elstner Associates, Inc. has submitted an Agreement for
Professional Consulting Services to provide said services; and
WHEREAS, the BCRUA desires to enter into said agreement with Wiss, Janney, Elstner
Associates, Inc., Now Therefore
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BRUSHY
CREEK REGIONAL UTILITY AUTHORITY:
That the Board President is hereby authorized and directed to execute on behalf of the
BCRUA an Agreement for Professional Consulting Services for 36-Inch Raw Water Pipe
Assessment with Wiss, Janney, Elstner Associates, Inc., a copy of same being attached hereto as
Exhibit "A" and incorporated herein for all purposes.
The Board of Directors 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 23rd day of June, 2021.
REIJE FLORES, resid nt
Brushy Creek Regio Utility Authority
ANN DU-FV'(, Sectary
03111.4671.A.ik137452I)
BRUSHY CREEK REGIONAL UTILITY AUTHORITY
PROFESSIONAL CONSULTING SERVICES AGREEMENT FOR
36-INCH RAW WATER PIPE ASSESSMENT
WITH
WISS, JANNEY, ELSTNER ASSOCIATES,-INC.
THE STATE OF TEXAS §
§
THE BCRUA OF ROUND ROCK § KNOW ALL BY THESE PRESENTS
COUNTY OF WILLIAMSON §
THIS AGREEMENT for professional consulting services related to a 36-inch Raw Water
Pipe Assessment for the Brushy Creek Regional Utility Authority Public Water System (the
"Agreement") is made by and between the BRUSHY CREEK REGIONAL UTILITY
AUTHORITY, a Texas local government corporation, whose offices are located at 221 East
Main Street, Round Rock, Texas 78664-5299 (hereinafter referred to as "BCRUA"), and WISS,
JANNEY, ELSTNER ASSOCIATES, INC., a Texas corporation, whose offices are located at
9511(hereinafter referred to as the "Consultant").
RECITALS:
WHEREAS, BCRUA has determined that there is a need for a 36-Inch Raw Water Pipe
Assessment; and
WHEREAS, BCRUA desires to contract with the Consultant for such 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:
1.01 EFFECTIVE DATE, DURATION, AND 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 term indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall be until full and satisfactory completion of the work
specified herein is achieved.
BCRUA 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.
00474468/ss2 HIP7 � �'
2.01 PROPOSAL FOR SERVICES
For purposes of this Agreement Consultant has issued its proposal for services for the
tasks delineated therein, such proposal for services being attached to this Agreement as Exhibit
"A" titled "Scope of Services," (Phase 1) which document is incorporated herein for all
purposes,
3.01 SCOPE OF SERVICES
Consultant shall satisfactorily provide all services described herein and as set forth in
Exhibit "A" according to the schedule agreed upon by the parties. Consultant's undertaking
shall be limited to performing services for BCRUA and/or advising BCRUA concerning those
matters on which Consultant has been specifically engaged. Consultant shall perform services in
accordance with this Agreement, in accordance with the appended proposal for services, and in a
professional and workmanlike manner.
4.01 LIMITATION TO SCOPE OF SERVICES
Consultant and BCRUA agree that the scope of services to be performed is enumerated in
Exhibit "A" and herein, and Consultant shall not undertake work that is beyond the Scope of
Work set forth in Exhibit "A," however, either party may make written requests for changes to
the Scope of Work. To be effective, a change to the Scope of Work must be negotiated and
agreed to and must be embodied in a valid Supplemental Agreement as described in 10.01.
5.01 CONTRACT AMOUNT
In consideration for the consulting services to be performed by Consultant, BCRUA
agrees to pay Consultant in accordance with the "Proposed Schedule and Budget," which
document is attached hereto and incorporated herein for all purposes, in payment for services and
the Scope of Services deliverables as delineated in Exhibit"A."
Not-to-Exceed Total Payment for Services: Consultant's total compensation for
consulting services hereunder shall not exceed Ninety-Three Thousand Four Hundred and
No/100 Dollars ($93,400.00). This amount represents the absolute limit of BCRUA's liability to
Consultant hereunder unless same shall be changed by Supplemental Agreement, and BCRUA
shall pay, strictly within the not-to-exceed sum recited herein, Consultant's fees for work done
on behalf of BCRUA.
Payment for Reimbursable Expenses: There shall be no payments for reimbursable
expenses included in this Agreement.
6.01 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to
the BCRUA, in accordance with the delineation contained herein, for services rendered. Such
2
invoices for 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 BCRUA.
Such invoices shall confonn to the schedule of services and costs in connection therewith.
Should additional backup material be requested by the BCRUA relative to service
deliverables, Consultant shall comply promptly. In this regard, should the BCRUA determine it
necessary, Consultant shall make all records and books relating to this Agreement available to
the BCRUA for inspection and auditing purposes.
Payment of Invoices: The BCRUA 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 BCRUA 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 BCRUA or because of amounts which the BCRUA has a right to withhold
under this Agreement or state law. The BCRUA 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 BCRUA's Insurance Requirements. A Certificate of Insurance
shall be provided to BCRUA upon execution of this Agreement.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the BCRUA to Consultant will be made within thirty (30) days of the date the BCRUA
receives goods under this Agreement, the date the performance of the services under this
Agreement are completed, or the date the BCRUA 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 i 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 BCRUA in the event:
(a) There is a bona fide dispute between the BCRUA 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
BCRUA from making a timely payment with federal funds; or
3
(d) The invoice is not mailed to the BCRUA in strict accordance with any
instruction on the purchase order relating to the payment.
9.01 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the BCRUA's current revenues only. It is understood
and agreed that the BCRUA shall have the right to terminate this Agreement at the end of any
BCRUA fiscal year if the governing body of the BCRUA does not appropriate funds sufficient to
purchase the services as determined by the BCRUA's budget for the fiscal year in question. The
BCRUA may effect such termination by giving Consultant a written notice of termination at the
end of its then.. current fiscal year.
10.01 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by BCRUA Council or by the BCRUA Manager, if the BCRUA
determines that there has been a significant change in (1) the scope, complexity, or character of
the services to be performed; or (2) 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 BCRUA 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.
11.01 TERMINATION; DEFAULT
Termination: It is agreed and understood by Consultant that the BCRUA may terminate
this Agreement for the convenience of the BCRUA, 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 BCRUA 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 BCRUA upon termination of this Agreement, and shall be promptly
delivered to the BCRUA in a reasonably organized form without restriction on future use.
Should the BCRUA subsequently contract with a new consultant for continuation of service on
the project, Consultant shall cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of the
BCRUA 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
4
to termination.
Nothing contained in this section shall require the BCRUA 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 BCRUA shall give
consideration to the actual costs incurred by Consultant in performing the work to the date of
default. The cost of the work that is useable to the BCRUA, the cost to the BCRUA of
employing another firm to complete the useable work, and other factors will affect the value to
the BCRUA 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 BCRUA to pay for any work which it
deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
12.01 NON-SOLICITATION
All parties agree that they shall not directly or indirectly solicit for employment, employ,
or otherwise retain staff of the other during the term of this Agreement.
13.01 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not the BCRUA's employee. Consultant's
employees or subcontractors are not the BCRUA'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 BCRUA agree to the following
rights consistent with an independent contractor relationship:
(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.
5
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and the BCRUA shall not hire, supervise, or pay assistants to help
Consultant.
(5) Neither Consultant nor its employees or subcontractors shall receive training from
the BCRUA in skills necessary to perform services required by this Agreement.
(6) BCRUA 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 BCRUA.
14.01 CONFIDENTIALITY; MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by the BCRUA 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 BCRUA is subject to the Texas
Public Information Act and its duties run in accordance therewith.
All data relating specifically to the BCRUA's business and any other information which
reasonably should be understood to be confidential to BCRUA is confidential information of
BCRUA. 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
BCRUA'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 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.
Any and all materials created and developed by Consultant in connection with services
performed under this Agreement, including all trademark and copyright rights, shall be the sole
6
property of BCRUA at the expiration of this Agreement.
15.01 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.
16.01 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of the BCRUA or of
this Agreement, then and in that event the BCRUA shall give written notification to Consultant;
thereafter, (a) Consultant shall either promptly re-perform such services to the BCRUA'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 BCRUA, its directors, employees or
agents.
In no event shall Consultant be liable to the BCRUA, by reason of any act or omission
relating to the services provided under this Agreement (including the negligence of Consultant),
whether a claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit,
punitive, special or similar damages relating to or arising from the services, or (b) in any event,
in the aggregate, for any amount in excess of the total fees paid by the BCRUA to Consultant
under this Agreement, except to the extent determined to have resulted from Consultant's gross
negligence, willful misconduct or fraudulent acts relating to the service provided hereunder.
17,41 INDEMNIFICATION
Consultant agrees to hold harmless, exempt, and indemnify BCRUA, its officers, agents,
directors, servants, representatives and employees, from and against any and all suits, actions,
legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and
claims of any character, type, or description, including but not limited to any and all expenses of
litigation, court costs, attorneys' fees and all other costs and fees incident to any work done as a
result hereof.
To the extent allowable by law, BCRUA agrees to hold harmless, exempt, and indemnify
Consultant, its officers, agents, directors, servants, representatives and employees, from and
against any and all suits, actions, legal proceedings, demands, costs, expenses, losses, damages,
fines, penalties, liabilities and claims of any character, type, or description, including but not
limited to any and all expenses of litigation, court costs, attorneys' fees and all other costs and
fees incident to any work done as a result hereof.
7
18.01 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.
19.01 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 BCRUA will not do the
following;
(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 BCRUA shall provide Consultant with a certificate from the Texas State
Comptroller indicating that the BCRUA is a non-profit corporation and not subject to State of
Texas Sales and Use Tax,
20.01 COMPLIANCE WITH LAWS
A. Consultant, its consultants, agents, employees and subcontractors shall use best
efforts to comply with all applicable federal and state laws, 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, if required in the
performance of the services contracted for herein, and same shall belong solely to the BCRUA at
the expiration of the term of this Agreement.
B. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless that 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
the Consultant verifies that Consultant does not boycott Israel and will not boycott Israel during
the term of this Agreement.
21.01 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.
8
22.01 DESIGNATION OF REPRESENTATIVES
The BCRUA hereby designates the following representative authorized to act in its behalf
with regard to this Agreement;
Karen Bondy, General Manager
221 East Main Street
Round Rock, Texas 78664
(512)215-9151
kbondbcrua.grg
23.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) 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:
Wiss,Janney, Elstner Associates, Inc.
9511 North Lake Creek Parkway
Austin,TX 78717
Notice to BCRUA:
BCRUA
221 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 BCRUA and Consultant.
24.01 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
be governed by and construed in accordance with the laws and court decisions of Texas.
9
25.01 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.
26.01 DISPUTE RESOLUTION
The BCRUA 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.
27.01 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.
28.01 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 be performed, whether by Consultant or designated
subconsultants, in a manner acceptable to the BCRUA and according to generally accepted
business practices.
29.01 GRATUITIES AND BRIBES
BCRUA, may by written notice to Consultant, cancel this Agreement without incurring
any liability to Consultant if it is determined by BCRUA 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 BCRUA Officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
10
30.01 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.
31.01 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 this 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 BCRUA due to Consultant's failure to perform in
these circumstances, BCRUA may withhold, to the extent of such damage, Consultant's
payments hereunder without a waiver of any of BCRUA's additional legal rights or remedies.
BCRUA 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 performance 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 BCRUA agrees to provide
Consultant with one fully executed original.
11
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
WISS,JANNEY, ELSTNER ASSOCIATES, INC.
49
By:
Printed N 3 Larosc u—
Title: :�-�w PrZfw,•2 a
Date Signed: _ (P 2 i
BRUSHY CREEK REGIONAL UTILITY AUTHORITY
By:
Rene Flores, President
Date Signed:
Approved as to Form:
By:
Stephan L. Sheets, BCRUA Attorney
12
Exhibit "A"
Proposal
Wiss,Janney,Elstner Associates,Inc.
951 1 North Lake Creek Parkway,Austin,Texas 78717
JE512.257.4800 tel
Texas Registered Engineering Firm F-0093
www.wje.com
June 15, 2021
Karen Bondy, PE
General Manager
Brushy Creek Regional Utility Authority
1906 Hur Industrial Blvd
Cedar Park,Texas 78630
Brushy Creek Regional Utility Authority
Proposal for 36-,Inch Raw Water Pipe Assessment- Revised
WJE No. 2021.3133
Ms. Bondy:
At the request of Jason Brian of Brushy Creek Regional Utility Authority(BCRUA)and Aaron Archer of Walker
Partners, Wiss,Janney, Elstner Associates, Inc, (WJE) is pleased to provide BCRUA with this revised proposal
for an assessment of the 36-inch ductile pipe, including a metallurgical assessment of selected components
of the utility's raw water intake line. This letter summarizes our proposed scope of services and anticipated
fees and expenses
BACKGROUND
The BCRUA WTP sits on approximately 39 acres located in the Hur Industrial Park, in Cedar Park, Texas, and
serves the communities of Cedar Park, Leander,and Round Rock.The plant takes raw water from Lake Travis
and processes it to drinking water standards for the surrounding communities. The water treatment plant
was designed in multiple phases. Phase 1 was designed by Camp Dresser&McKee, Inc (CDM), with Jose I.
Guerra, Inc.(Jose Guerra)as the contracting structural eng'neer.We understand construction began in 2009,
and the plant was put into service in July 2012.
In 2010,the Phase 1, Contract 2 for the underwater raw water pipeline was designed by Jacobs Engineering
Group (Jacobs). The Phase 1, Contract 2 project consists of approximately 3,000 linear feet of 36-inch
diameter ductile iron pipeline connection an underwater manifold to the Phase 1, Contract 1 78-inch
pipeline on Trails End Road-
In late 2020, the 36-inch ductile iron pipe failed in the bell section. In response, components of the failed
pipe were removed. We understand our services are requested to evaluate the cause of the failure as well
as validate the appropriateness of continued operation of the current raw water line
SCOPE OF SERVICES
WJE recommends an initial metallurgical assessment for the current project. The assessment will include a
document review of the applicable standards and raw line basis of design as well as a detailed metallurgical
examination to determine potential causation of the pipe failure and the pipe materials' conformance with
the appliable standards. A report of findings will be provided at the conclusion of our assessment. The
Atlanta I Austin I Boston I Chicago I Cleveland I Dallas I Denver I Detroit I Doylestown I Honolulu I Houston I Indianapolis
London I Los Angeles I Milwaukee I Minneapolis I New Haven I Northbrook(HQ)!New York I Philadelphia I Pittsburgh
Portland I Princeton I Raleigh I San Antonio I San Diego I San Francisco I Seattle I South Florida I Washington,DC
Exhibit "A"
Proposal
Karen Bondy,PE
Brushy Creek Regional utility Authority
JEJune 15,202'
Page 2
report of findings may include additional testing or finite element analysis. If required and requested, a
separate proposal for these services will be provided.
INITIAL ANALYSIS
Task 1 -Document Review
WJE will perform a review of pertinent documents involving project requirements and product data relevant
to the matter. These documents include but are not limited to civil drawings, relevant AWWA/ANSI/ASTM
standards, metallurgical review, and any existing repa.r designs.
Task 2-Sample Shipment, Receipt, and Preliminary Documentation
WJE will coordinate freight shipment of the multiple pipe samples from the BCRUA WTP to our Janney
Technical Center(JTC) in Northbrook, Illinois. We assume that the following samples will be provided:
• The ductile iron pipe segment and all components corresponding to the failed restrained joint,
• The ductile iron pipe segment and all components corresponding to the ball-and-socket joint originally
adjoining the failed restrained joint.
• A new segment of ductile iron pipe with a restrained connection.
WJE will require assistance from BCRUA to prepare the samples for shipment and load the samples onto
our freight carrier's cargo vehicle.WJE will photo-document the visual condition of the samples at the time
of shipment and upon receipt at the JTC, as well as prepare appropriate chain of custody documentation.
WJE will complete the following tasks to document the condition of the samples in greater detail before
moving forward with any destructive testing.
■ Visual Examination. All accessible surfaces of the samples will be visually examined to assess overall
condition, degree of corrosion, and other relevant visual features.
■ Thickness Measurements. Ultrasonic testing (UT) will be utilized in an effort to assess wall thickness
throughout the various provided sections of pipe. UT may prove challenging due to the ductile iron
microstructure and degree of corrosion. Wall thickness will be measured directly around the
circumference at exposed ends of the pipe sections and on the metallurgy samples.
■ Spigot Deformation Measurements.WJE will measure internal and/or external diameters of the spigot
end of the original pipe sample to identify any significant deformations or out-of-roundness. The
measurements will be performed at a minimum of twelve diameters
Task 3-Metallurgical Examinations and Testing
WJE will perform metallurgical examinations on selected samples of the received samples. The objectives
of the metallurgical studies are to:
■ Evaluate the composition, mechanical/physical properties.and gaality of the pipe material and compare
to product specifications;
■ Assess the overall condition of the pipe and identify degradation mechanisms;and
Exhibit "A"
Proposal
Karen Bondy,Pt=
JEBrushy Creek Regional Utility Authority
June 15,2021
Page 3
■ Identify specifics characteristics of the fracture surfaces and regions of welds to aid is assessing failure
mode and contributory factors to the root cause.
Based on available information,the following metallurgical examination and testing program is proposed.
Sectioning
The primary fracture surfaces will be visually inspected for areas of interest. Once areas of interest are
identified, samples approximately 2 inches by 12 inches will be cut longitudinally from the edge of the pipe
sections at approximately 0°, 90', 180°,and 270°in three locations. The sample locations at the bell portion
of the pipe will be aligned to contain the areas of interest. If the areas of interest cannot be adequately
captured by this sectioning technique, additional small sections may be extracted to facilitate microscopic
examination of representative fracture surfaces. Small sections containing any areas of interest on the
remnant portion of the bell will also be removed for microscopic examination described below. A sample
of the secondary fracture will also be removed near the initiation site of the crack and forced to completion
to allow for microscopic examination of the fracture surface
Microstructure Examination
Fracture surface samples will be removed from the larger samples and a metallographic cross section
subsample prepared. The metallographic cross section will be polished, etched and examined to evaluate
the microstructure of the ductile iron.
Mechanical resting
Tensile, Charpy impact, and Brinell hardness testing will be conducted on representative samples to assess
mechanical properties of the ductile iron. Samples from regions adjacent to the fracture zone near the joint,
as well as material from the uniform section of the pipe, will be secured.
Chemical Composition
Samples removed from the bell side and spigot side of the failed joint and at least one other representative
location will be selected to determine the chemical composition using optical emission spectroscopy(OES).
Fracture Analysis
The fracture surface samples will be examined at low magnification using a stereomicroscope to identify
macroscopic features that may indicate the mode and root cause of the fractures. Areas of interest will be
further identified for scanning electron microscopy and energy dispersive x-ray spectroscopy (SEM/EDS).
SEM/EDS will be used to further identify any microscopic features that may indicate the mode and root
cause of the fractures, as well as the presence of chemical contaminants which may have played a role in
corrosion mechanisms.
If indicated by the fracture surface examinations, metallographic cross sections will be prepared through
selected areas of interest to inspect microstructural features that may indicate the mode and root cause of
the fractures.
Exhibit "A"
Proposal
Karen Bondy. PE
JEBrushy Creek Regional Utility Authority
June 15,2021
Page 4
Task 4—Report of Findings
WJE will summarize pertinent findings from document review, v sual examinations, and metallurgical
investigation in the form of a formal report of findings. WJE anticipates these results will help in the
development of potential cause(s) for the pipe failure Our report will include recommendations for
consideration of next steps for the design team and the Owner's consideration. These findings will inform
the client of current understandings of the project and will aid in preparing additional testing if required.
FEES AND TERMS OF SERVICE
Anticipated fees and expenses for the proposed scope of services are summarized in Table 1.WJE's charges
will be billed on a time and expense basis per the rates listed in Table 2. We recommend a budget of
approximately$93,400 For the Phase I evaluation of pipe failure
Table 1. Budget for Basic Services
Phase Task Description Fees Expenses Totals
I 1 Document Review $U00 $0 59,200
2 Sample Shipment,Receipt, and Documentation $6,200 $5,000 $11,200
3 Metallurgical Evaluation $18,300 $20,500 $38,800
4 Report of Findings $19,750 $0 $19,7501
Project Administration $7,500 $3,000 $10,500
Contingency(596) $3,950 $0 $3,950
Total $64,900 $28,500 $93,400
7. Report fees are an increase over presentation as to the time required, including independent review_
Table 2.Hourly Billing Rates
Professional Staff Professional Support Staff
Senior Principal $350.00 Senior Specialist $150.00
Principal 5290.00 Specialist $135.00
Associate Principal $235.00
Senior Associate $205.00 Senior Technician $11500
Associate III $185.00 Technician II $100.00
Associate II S160.00 Technician 1 $8500
Associate 1 $130.00
All work will be performed in accordance with our attached Terms and Conditions for Professional Services
and invoiced monthly.
Additional Services
The scope of services described above represents W)E's current understanding of the project and best
known approach to determine the root cause of failure. At any point during this project, other root causes
of failure may become evident and require additional testing or analysis BCRUA may desire to establish a
Exhibit "A"
Proposal
Karen Bondy,PE
JEBrushy Creek Regional Utility Authority
June 15,2021
Page S
budget allowance for such additional services if requested. WJE cannot estimate the cost of the additional
services at this time and will develop separate proposals for approval of such services at the request of
BCRUA.
CLOSING
WJE appreciates the opportunity to assist BCRUA with this project. We look forward to addressing any
questions you may have and moving forward with this assignment.
If you choose to proceed with this work, please sign the Acknowledgment to Proceed with Work below and
return a copy of this document by email.We appreciate the opportunity to submit this proposal and look
forward to assisting you with this opportunity. Please contact us if you have any questions.
Sincerely,
WISS, JANNEY, ELSTNER ASSOCIATES, INC.
Carl J. Late he, PE Jo Pears6n
Senior Principal Principal
Attachment: Terms and Conditions for Professional Services
Agreed and approved
Name: (please print)
Signature:
Title:
As Agent or Principal for:
Date:
ORIGINAL EXECUTED DOCUMENT
TO FOLLOW...
BRUSHY CREEK REGIONAL UTILITY AUTHORITY
PROFESSIONAL CONSULTING SERVICES AGREEMENT FOR
36-INCH RAW WATER PIPE ASSESSMENT
WITH
WISS JANNEY ELSTNER ASSOCIATES INC.
THE STATE OF TEXAS §
THE BCRUA OF ROUND ROCK § KNOW ALL BY THESE PRESENTS
COUNTY OF WILLIAMSON §
THIS AGREEMENT for professional consulting services related to a 36-inch Raw Water
Pipe Assessment for the Brushy Creek Regional Utility Authority Public Water System (the
"Agreement") is made by and between the BRUSHY CREEK REGIONAL UTILITY
AUTHORITY, a Texas local government corporation, whose offices are located at 221 East
Main Street, Round Rock, Texas 78664-5299 (hereinafter referred to as `BCRUA"), and WISS,
JANNEY, ELSTNER ASSOCIATES, INC., a Texas corporation, whose offices are located at
9511(hereinafter referred to as the"Consultant").
RECITALS:
WHEREAS, BCRUA has determined that there is a need for a 36-Inch Raw Water Pipe
Assessment; and
WHEREAS, BCRUA desires to contract with the Consultant for such 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:
1.01 EFFECTIVE DATE, DURATION, AND 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 term indicated herein, or is terminated or extended as provided herein.
The term of this Agreement shall be until full and satisfactory completion of the work
specified herein is achieved.
BCRUA 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.
2.01 PROPOSAL FOR SERVICES
For purposes of this Agreement Consultant has issued its proposal for services for the
tasks delineated therein, such proposal for services being attached to this Agreement as Exhibit
"A" titled "Scope of Services," (Phase 1) which document is incorporated herein for all
purposes.
3.01 SCOPE OF SERVICES
Consultant shall satisfactorily provide all services described herein and as set forth in
Exhibit "A" according to the schedule agreed upon by the parties. Consultant's undertaking
shall be limited to performing services for BCRUA and/or advising BCRUA concerning those
matters on which Consultant has been specifically engaged. Consultant shall perform services in
accordance with this Agreement, in accordance with the appended proposal for services, and in a
professional and workmanlike manner.
4.01 LIMITATION TO SCOPE OF SERVICES
Consultant and BCRUA agree that the scope of services to be performed is enumerated in
Exhibit "A" and herein, and Consultant shall not undertake work that is beyond the Scope of
Work set forth in Exhibit "A," however, either party may make written requests for changes to
the Scope of Work. To be effective, a change to the Scope of Work must be negotiated and
agreed to and must be embodied in a valid Supplemental Agreement as described in 10.01.
5.01 CONTRACT AMOUNT
In consideration for the consulting services to be performed by Consultant, BCRUA
agrees to pay Consultant in accordance with the "Proposed Schedule and Budget," which
document is attached hereto and incorporated herein for all purposes, in payment for services and
the Scope of Services deliverables as delineated in Exhibit"A."
Not-to-Exceed Total Payment for Services: Consultant's total compensation for
consulting services hereunder shall not exceed Ninety-Three Thousand Four Hundred and
No/100 Dollars ($93,400.00). This amount represents the absolute limit of BCRUA's liability to
Consultant hereunder unless same shall be changed by Supplemental Agreement, and BCRUA
shall pay, strictly within the not-to-exceed sum recited herein, Consultant's fees for work done
on behalf of BCRUA.
Payment for Reimbursable Expenses: There shall be no payments for reimbursable
expenses included in this Agreement.
6.01 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to
the BCRUA, in accordance with the delineation contained herein, for services rendered. Such
2
invoices for 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 BCRUA.
Such invoices shall conform to the schedule of services and costs in connection therewith.
Should additional backup material be requested by the BCRUA relative to service
deliverables, Consultant shall comply promptly. In this regard, should the BCRUA determine it
necessary, Consultant shall make all records and books relating to this Agreement available to
the BCRUA for inspection and auditing purposes.
Payment of Invoices: The BCRUA 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 BCRUA 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 BCRUA or because of amounts which the BCRUA has a right to withhold
under this Agreement or state law. The BCRUA 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 BCRUA's Insurance Requirements. A Certificate of Insurance
shall be provided to BCRUA upon execution of this Agreement.
8.01 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the BCRUA to Consultant will be made within thirty (30) days of the date the BCRUA
receives goods under this Agreement, the date the performance of the services under this
Agreement are completed, or the date the BCRUA 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 BCRUA in the event:
(a) There is a bona fide dispute between the BCRUA 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
BCRUA from making a timely payment with federal funds; or
3
(d) The invoice is not mailed to the BCRUA in strict accordance with any
instruction on the purchase order relating to the payment.
9.01 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the BCRUA's current revenues only. It is understood
and agreed that the BCRUA shall have the right to terminate this Agreement at the end of any
BCRUA fiscal year if the governing body of the BCRUA does not appropriate funds sufficient to
purchase the services as determined by the BCRUA's budget for the fiscal year in question. The
BCRUA may effect such termination by giving Consultant a written notice of termination at the
end of its then-current fiscal year.
10.01 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by BCRUA Council or by the BCRUA Manager, if the BCRUA
determines that there has been a significant change in (1) the scope, complexity, or character of
the services to be performed; or (2) 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 BCRUA 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.
11.01 TERMINATION; DEFAULT
Termination: It is agreed and understood by Consultant that the BCRUA may terminate
this Agreement for the convenience of the BCRUA, 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 BCRUA 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 BCRUA upon termination of this Agreement, and shall be promptly
delivered to the BCRUA in a reasonably organized form without restriction on future use.
Should the BCRUA subsequently contract with a new consultant for continuation of service on
the project, Consultant shall cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of the
BCRUA 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
4
to termination.
Nothing contained in this section shall require the BCRUA 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 BCRUA shall give
consideration to the actual costs incurred by Consultant in performing the work to the date of
default. The cost of the work that is useable to the BCRUA, the cost to the BCRUA of
employing another firm to complete the useable work, and other factors will affect the value to
the BCRUA 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 BCRUA to pay for any work which it
deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
12.01 NON-SOLICITATION
All parties agree that they shall not directly or indirectly solicit for employment, employ,
or otherwise retain staff of the other during the term of this Agreement.
13.01 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not the BCRUA's employee. Consultant's
employees or subcontractors are not the BCRUA'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 BCRUA agree to the following
rights consistent with an independent contractor relationship:
(l) 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.
5
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and the BCRUA shall not hire, supervise, or pay assistants to help
Consultant.
(S) Neither Consultant nor its employees or subcontractors shall receive training from
the BCRUA in skills necessary to perform services required by this Agreement.
(6) BCRUA 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 BCRUA.
14.01 CONFIDENTIALITY; MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by the BCRUA 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 BCRUA is subject to the Texas
Public Information Act and its duties run in accordance therewith.
All data relating specifically to the BCRUA's business and any other information which
reasonably should be understood to be confidential to BCRUA is confidential information of
BCRUA. 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
BCRUA'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 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.
Any and all materials created and developed by Consultant in connection with services
performed under this Agreement, including all trademark and copyright rights, shall be the sole
6
property of BCRUA at the expiration of this Agreement.
15.01 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.
16.01 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of the BCRUA or of
this Agreement, then and in that event the BCRUA shall give written notification to Consultant;
thereafter, (a) Consultant shall either promptly re-perform such services to the BCRUA'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 BCRUA, its directors, employees or
agents.
In no event shall Consultant be liable to the BCRUA, by reason of any act or omission
relating to the services provided under this Agreement (including the negligence of Consultant),
whether a claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit,
punitive, special or similar damages relating to or arising from the services, or (b) in any event,
in the aggregate, for any amount in excess of the total fees paid by the BCRUA to Consultant
under this Agreement, except to the extent determined to have resulted from Consultant's gross
negligence, willful misconduct or fraudulent acts relating to the service provided hereunder.
17.01 INDEMNIFICATION
Consultant agrees to hold harmless, exempt, and indemnify BCRUA, its officers, agents,
directors, servants, representatives and employees, from and against any and all suits, actions,
legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and
claims of any character, type, or description, including but not limited to any and all expenses of
litigation, court costs, attorneys' fees and all other costs and fees incident to any work done as a
result hereof.
To the extent allowable by law, BCRUA agrees to hold harmless, exempt, and indemnify
Consultant, its officers, agents, directors, servants, representatives and employees, from and
against any and all suits, actions, legal proceedings, demands, costs, expenses, losses, damages,
fines, penalties, liabilities and claims of any character, type, or description, including but not
limited to any and all expenses of litigation, court costs, attorneys' fees and all other costs and
fees incident to any work done as a result hereof.
7
18.01 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.
19.01 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 BCRUA will not do the
following:
(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 BCRUA shall provide Consultant with a certificate from the Texas State
Comptroller indicating that the BCRUA is a non-profit corporation and not subject to State of
Texas Sales and Use Tax.
20.01 COMPLIANCE WITH LAWS
A. Consultant, its consultants, agents, employees and subcontractors shall use best
efforts to comply with all applicable federal and state laws, 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, if required in the
performance of the services contracted for herein, and same shall belong solely to the BCRUA at
the expiration of the term of this Agreement.
B. In accordance with Chapter 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless that 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
the Consultant verifies that Consultant does not boycott Israel and will not boycott Israel during
the term of this Agreement.
21,01 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.
8
22,01 DESIGNATION OF REPRESENTATIVES
The BCRUA hereby designates the following representative authorized to act in its behalf
with regard to this Agreement:
Karen Bondy, General Manager
221 East Main Street
Round Rock, Texas 78664
(512) 215-9151
kbondy@bcru"
23.01 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) 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:
Wiss,Janney,Elstner Associates, Inc.
9511 North Lake Creek Parkway
Austin,TX 78717
Notice to BCRUA:
BCRUA
221 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 BCRUA and Consultant.
24.01 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
be governed by and construed in accordance with the laws and court decisions of Texas.
9
25.01 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.
26.01 DISPUTE RESOLUTION
The BCRUA 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.
27.01 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.
28.01 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 be performed, whether by Consultant or designated
subconsultants, in a manner acceptable to the BCRUA and according to generally accepted
business practices.
29.01 GRATUITIES AND BRIBES
BCRUA, may by written notice to Consultant, cancel this Agreement without incurring
any liability to Consultant if it is determined by BCRUA 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 BCRUA Officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
10
30.01 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.
31.01 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 this 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 BCRUA due to Consultant's failure to perform in
these circumstances, BCRUA may withhold, to the extent of such damage, Consultant's
payments hereunder without a waiver of any of BCRUA's additional legal rights or remedies.
BCRUA 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 performance 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 BCRUA agrees to provide
Consultant with one fully executed original.
ll
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
WISS,JANNEY, ELSTNER ASSOCIATES, INC.
09
By:
Printed Na -3r� Lw osche..
Title: '-t' we'
Date Signed: (, jr� 2l
BRUSHY CREEK REGINAL UTILITY AUTHORITY
By: -•-z— �---
Re4 Flores, Presid
Date Signed:
Approved as to Form:
Byir`41-- t.'�
Stephan L. Sheets, BCRUA Attorney
12
Exhibit "A"
Proposal
Wyss,Janney,Elstner Associates,Inc.
9511 North Lake Creek Parkway,Austin,Texas 78717
JE512.257.4800 tel
Texas Registered Engineering Firm F-0093
www.wje.com
June 15, 2021
Karen Bondy, PE
General Manager
Brushy Creek Regional Utility Authority
1906 Hur Industrial Blvd
Cedar Park,Texas 78630
Brushy Creek Regional Utility Authority
Proposal for 36-Inch Raw Water Pipe Assessment- Revised
WJE No. 2021.3133
Ms. Bondy:
At the request of Jason Brian of Brushy Creek Regional Utility Authority(BCRUA) and Aaron Archer of Walker
Partners, Wiss,Janney, Elstner Associates, Inc. (WJE) is pleased to provide BCRUA with this revised proposal
for an assessment of the 36-inch ductile pipe, including a metallurgical assessment of selected components
of the utility's raw water intake line.This letter summarizes our proposed scope of services and anticipated
fees and expenses.
BACKGROUND
The BCRUA WTP sits on approximately 39 acres located in the Hur industrial Park, in Cedar Park, Texas, and
serves the communities of Cedar Park, Leander,and Round Rock.The plant takes raw water from Lake Travis
and processes it to drinking water standards for the surround-ng communities. The water treatment plant
was designed in multiple phases. Phase 1 was designed by Camp Dresser&McKee, Inc. (CDM), with Jose I
Guerra,Inc,(Jose Guerra)as the contracting structural engineer.We understand construction began in 2009,
and the plant was put into service in July 2012
In 2010,the Phase 1, Contract 2 for the underwater raw water pipeline was designed by Jacobs Engineering
Group (Jacobs). The Phase 1, Contract 2 project consists of approximately 3,000 linear feet of 36-inch
diameter ductile iron pipeline connection an underwater manifold to the Phase 1, Contract 1 78-inch
pipeline on Trails End Road.
1n late 2020, the 36-Inch ductile iron pipe failed in the bell section In response, components of the failed
pipe were removed. We understand our services are requested to evaluate the cause of the failure as well
as validate the appropriateness of continued operation of the current raw water line.
SCOPE OF SERVICF5
WJE recommends an initial metallurgical assessment for the current project. The assessment will include a
document review of the applicable standards and raw line basis of design as well as a detailed metallurgical
examination to determine potential causation of the pipe failure and the pipe materials' conformance with
the appliable standards. A report of findings will be provided at the conclusion of our assessment. The
Atlanta I Austin I Boston I Chicago I Cleveland I Dallas I Denver I Detroit I Doylestown I Honolulu I Houston I Indianapolis
London Los Angeles I Milwaukee I Minneapolis I New Haven I Northbrook(HQ)I New York I Philadelphia I Pittsburgh
Portland I Princeton I Raleigh I San Antonio I San Diego,San Francisco I Seattle I South Florida I Washington,DC
Exhibit "A"
Proposal
Karen Bondy,PE
JEBrushy Creek Regional utility Authority
June 15,202•
Page 2
report of findings may include additional testing or finite element analyc"K If required and requested, a
separate proposal for these services will be provided.
INITIAL ANALYSIS
Task 1 -Document Review
WJE will perform a review of pertinent documents involving project requirements and product data relevant
to the matter. These documents include but are not limited to civil drawings, relevant AWWA/ANSI/ASTM
standards, metallurgical review, and any existing repair designs.
Task 2-Sample Shipment. Receipt,and Preliminary Documentation
WJE will coordinate freight shipment of the multiple pipe samples from the 8CRUA WTP to our Janney
Technical Center(JTC) in Northbrook, Illinois. We assume that the following samples will be provided:
■ The ductile iron pipe segment and all components corresponding to the failed restrained joint.
■ The ductile iron pipe segment and all components corresponding to the ball and-socketjoint originally
adjoining the failed restrained joint.
• A new segment of ductile iron pipe with a restrained connection.
WJE will require assistance from BCRUA to prepare the samples for shipment and load the samples onto
our freight carrier's cargo vehicle.WJE will photo-document the visua condition of the samples at the time
of shipment and upon receipt at the)TC, as well as prepare appropriate chain of custody documentation.
WJE will complete the following tasks to document the condition of the samples in greater detail before
moving forward with any destructive testing.
■ Visual Examination. All accessible surfaces of the samples will be visually examined to assess overall
condition, degree of corrosion, and other relevant visual features.
■ Thickness Measurements. Ultrasonic testing (UT) will be utilized in an effort to assess wall thickness
throughout the various provided sections of pipe. UT may prove challenging due to the ductile iron
microstructure and degree of corrosion. Wall thickness will be measured directly around the
circumference at exposed ends of the pipe sections and on the metallurgy samples.
• Spigot Deformation Measurements.WJE will measure internal and/or external diameters of the spigot
end of the original pipe sample to identify any significant deformations or out-of-roundness. The
measurements will be performed at a minimum of twelve diameters.
Task 3-Metallurgical Examinations and Testing
WJE will perform metallurgical examinations on selected samples of the received samples. The objectives
of the metallurgical studies are to:
• Evaluate the composition, mechanical/physical properties,and quality of the pipe material and compare
to product specifications;
• Assess the overall condition of the pipe and identify degradation mechanisms;and
Exhibit "A"
Proposal
Karen Bondy,PE
JEBrushy Creek Regional Utility Authority
June 15,2021
Page 3
• Identify specifics characteristics of the fracture surfaces and regions of welds to aid is assessing failure
mode and contributory factors to the root cause.
Based on available information, the following metallurgical examination and testing program is proposed
Sectioning
The primary fracture surfaces will be visually inspected for areas of interest. Once areas of interest are
identified, samples approximately 2 inches by 12 inches will be cut longitudinally from the edge of the pipe
sections at approximately 0°,90°, 180°,and 270"in three locations. The sample locations at the bell portion
of the pipe will be aligned to contain the areas of interest. If the areas of interest cannot be adequately
captured by this sectioning technique, additional small sections may be extracted to facilitate microscopic
examination of representative fracture surfaces. Small sections containing any areas of interest on the
remnant portion of the bell will also be removed for microscopic examination described below. A sample
of the secondary fracture will also be removed near the initiation site of the crack and forced to completion
to allow for microscopic examination of the fracture surface.
Microstructure Examination
Fracture surface samples will be removed from the larger samples and a metallographic cross section
subsample prepared. The metallographic cross section will be polished, etched and examined to evaluate
the microstructure of the ductile iron
Mechanical Testing
Tensile, Charpy impact, and Brinell hardness testing will be conducted on representative samples to assess
mechanical properties of the ductile iron. Samples from regions adjacent to the fracture zone near the joint,
as well as material from the uniform section of the pipe, will be secured.
Chemical Composition
Samples removed from the bell side and spigot side of the failed joint and at least one other representative
location will be selected to determine the chemical composition using optical emission spectroscopy(OES).
Fracture Analysis
The fracture surface samples will be examined at low magnification using a stereomicroscope to identify
macroscopic features that may indicate the mode and root cause of the fractures. Areas of interest will be
further identified for scanning electron microscopy and energy dispersive x-ray spectroscopy (SEM/EDS).
SEWEDS will be used to further identify any microscopic features that may indicate the mode and root
cause of the fractures, as well as the presence of chemical contaminants which may have played a role in
corrosion mechanisms.
If indicated by the fracture surface examinations, metallographic cross sections will be prepared through
selected areas of interest to inspect microstructural features that may indicate the mode and root cause of
the fractures.
Exhibit "A"
Proposal
Karen Bondy,PE
JEBrushy Creek Regional Utaity Authority
June 15,2021
Page 4
Task 4-Report of Findings
ME will summarize pertinent findings from document review, visual examinations, and metallurgical
Investigation in the form of a formal report of findings. WJE anticipates these results will help in the
development of potential cause(s) for the pipe failure. Our report will include recommendations for
consideration of next steps for the design team and the Owner's consideration. These findings will nform
the client of current understandings of the project and will aid in preparing additional testing if required.
FEES AND TERMS OF SERVICE
Anticipated fees and expenses for the proposed scope of services are summarized in Tabie 1 WJE's charges
will be billed on a time and expense basis per the rates listed in Table 2 We recommend a budget of
approximately$93,400 for the Phase I evaluation of pipe failure.
Table 1 Budget for Basic Services
Phase Task Description Fees Expenses Totals
I 1 Document Rev ew 59,200 $0 $9,200
2 Sample Shipment, Receipt, and Documentation $6,200 $5,000 $11,200
3 Metallurgica.Evaluation $18,300 $20,500 $38.800
4 Report of Findings $19,750 $0 $19,750'
Project Administration $7,500 $3,000 $10,500
** Contingency(5%) $3,950 $0 $3,950
Total $64,900 $26,500 $93,400
1 Report fees are an increase over presentation as to the time required, including independent review.
Table 2. Hourly Billing Rates
Professional Staff Professional Support Staff
Senior Principal $350.00 Senior Specialist $150-00
Principal 5290.00 Specialist $135.00
Associate Principal $235.00
Senior Associate 5205.00 Senior Technician $11500
Associate ill $185.00 Technician II $100.00
Associate 11 516000 rechnician 1 $8500
Associate l ' $130.00
All work will be performed in accordance with our attached Terms and Conditions for Professional Services
and invoiced monthly.
Additional Services
The scope of services described above represents WJE's current understanding of the project and best-
known approach to determine the root cause of failure At any point during this project,other root causes
of failure may become evident and require additional testing or analysis. BCRUA may desire to estab:ish a
Exhibit "A"
Proposal
Karen Bandy,PE
JEBrushy Creek Regional Utility Authority
June 15,2021
Page 5
budget allowance for such additional services if requested.ME cannot estimate the cost of the additional
services at this time and will develop separate proposals for approval of such services at the request of
BCRUA.
CLOSING
WJE appreciates the opportunity to assist BCRUA with this project. We look forward to addressing any
questions you may have and moving forward with this assignment.
If you choose to proceed with this work, please sign the Acknowledgment to Proceed with Work below and
return a copy of this document by email.We appreciate the opportunity to submit this proposal and look
forward to assisting you with this opportunity. Please contact us if you have any questions.
Sincerely,
WISS, JANNEY, ELSTNER ASSOCIATES, INC.
r
Carl J. La he, PE Jo Pears6n
Senior Principal Principal
Attachment: Terms and Conditions for Professional Services
Agreed and approved
Name: (please print)
Signature:
Title:
As Agent or Principal for:
Date:
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1 of 1
Complete Nos. 1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
I Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2021-766226
bliss,Janney, Elstner Associates, Inc.
Austin,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 06/14/2021
being filed.
Brushy Creek Regional Utility Authority Date Acknowledged:
06/18/2021
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
2021.3133
Professional Consulting Services
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Popovic, Predrag Northbrook, IL United States X
Klein,Gary Northbrook, IL United States X
Chin, Ian Chicago, IL United States X
Nugent,William Northbrook, IL United States X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DECLARATION
My name is and my date of birth is
My address is
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County. State of on the day of .20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www ethics.state.tx.us Version V1.1.ceffd98a
CERTIFICATE OF INTERESTED PARTIES FORM 1295
101`1
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties, CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2021-766226
bliss,Janney, Elstner Associates, Inc.
Austin,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is06/14/2021
being filed.
Brushy Creek Regional Utility Authority Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
2021.3133
Professional Consulting Services
4 Nature of interest
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling intermediary
Popovic, Predrag Northbrook, IL United States X
Klein,Gary Northbrook, IL United States X
Chin, Ian Chicago, IL United States X
Nugent,William Northbrook, IL United States X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DECLARATION
My name is Carl J. Larosche, PE and my date of birth is
My address is 9511 North Lake Creek Parkway Austin TX 78717 USA
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in Williamson County, State of TX on the 14th day of June ,20 21
(month) (year)
Signatur uthorized agent of contracting business entity
(t)r.darant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.ceffd98a