Contract - CDM Smith, Inc. - 12/5/2024 AGREEMENT BETWEEN THE CITY OF ROUND ROCK
AND CDM SMITH,INC
FOR PROFESSIONAL CONSULTING SERVICES RELATED TO
A WATER SUPPLY STUDY
THE STATE OF TEXAS §
THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THIS AGREEMENT (the "Agreement') for professional consulting services related to a
water supply study to evaluate new water supplies ( the "Project'), is made on this SA day of
A'),rCXrA6CC , 2024_, 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 CDM SMITH, INC., located at 8310-1 N. Capital of Texas Hwy., Suite
250,Austin,Texas 78731, (the"Consultant').
RECITALS:
WHEREAS, City has determined that it has a need for professional consulting services
related to the Project,hereinafter"Consulting Services"; and
WHEREAS, City desires to contract with Consultant for the Consulting 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, 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 EFFECTIVE DATE,DURATION,AND TERM
A. This Agreement shall be effective on the date set forth in the introductory
paragraph above, and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein, or is terminated as provided herein.
B. The term of this Agreement shall commence upon execution and terminate upon
successful completion of the work, estimated to be November 30,2025.
C. City and the Consultant reserve the right to review the Agreement at any time and
may elect to terminate the Agreement with or without cause.
Professional Consulting Services Agreement with CDM Smith; water supply study; 11.05.24
4879-6947-9414 v.l
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2.0 CITY SERVICES
City shall provide the services set forth in Exhibit "A" titled, "City Services," which
shall be incorporated herein by reference for all purposes.
3.0 SCOPE OF SERVICES
A. Consultant has provided its proposal for Consulting Services, such proposal for
Consulting Services being attached hereto as Exhibit"B" titled"Scope of Services,"which shall
be referred to as the Scope of Services of this Agreement and incorporated herein by reference
for all purposes.
B. Consultant shall satisfactorily provide all Consulting Services described herein
and as set forth in Exhibit "B" in compliance with the Work Schedule attached hereto as
Exhibit "C," incorporated herein by reference for all purposes. Consultant's undertaking shall
be limited to performing Consulting Services for City and/or advising City concerning those
matters on which Consultant has been specifically engaged. Consultant shall perform the
Consulting Services in accordance with this Agreement in a professional and workmanlike
manner pursuant to the Work Schedule agreed upon by both parties.
4.0 LIMITATION TO SCOPE OF SERVICES
Consultant's undertaking shall be limited to performing the Consulting 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 may only be modified by a written Supplemental Agreement executed by both
parties as described in Section 10.0.
5.0 CONTRACT AMOUNT
A. In consideration for providing the Consulting Services, Consultant shall be paid
on the basis of actual hours worked provided by Consultant in accordance with the Fee Schedule
attached hereto as Exhibit"D," and incorporated herein by reference for all purposes.
B. Consultant's total compensation for Consulting Services hereunder shall not
exceed $343,650.00. This amount represents the absolute limit of City's liability to Consultant
hereunder unless same shall be changed by Supplemental Agreement, and City shall pay, strictly
within the not-to-exceed sum recited herein, Consultant's fees for work done on behalf of City.
6.0 INVOICE REQUIREMENTS AND TERMS OF PAYMENT
A. Invoices: To receive payment, Consultant shall prepare and submit detailed
invoices to the City, in accordance with the delineation contained herein, for Consulting Services
rendered. Such invoices for Consulting Services shall track the referenced Scope of Work, and
shall detail the Consulting Services performed, along with documentation for each service
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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 therewith.
B. Backup Material. Should additional backup material be requested by the City
relative to Consulting Services, Consultant shall promptly comply. 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.
C. 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 herein.
D. Taxes. The City is exempt from Federal Excise and State Sales Tax. Therefore,
such taxes shall not be included in Consultant's invoices.
7.0 INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements set forth at:
https•//www.roundrocktexas.gov/wp-content/uploads/2014/12/corr 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 performance
of the Consulting Services under this Agreement are completed, or the date the City receives a
correct invoice for the Consulting 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:
(1) There is a bona fide dispute between the City and Consultant, a contractor,
subcontractor, or supplier about the service performed that cause the payment
to be late; or
(2) There is a bona fide dispute between Consultant and a subcontractor or
between a subcontractor and its supplier about the service performed that
causes the payment to be late; or
(3) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds; or
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(4) The invoice is not mailed to the City in strict accordance with any instruction
on the purchase order relating to the payment.
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
Consulting 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 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 Consulting
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 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.
11.0 TERMINATION AND DEFAULT
A. Termination: It is agreed and understood by Consultant that the City may
terminate this Agreement for the convenience of the City, upon written notice to Consultant (the
"Date of Termination,") 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 Date 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.
Termination of this Agreement 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.
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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.
B. 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 performing 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 performed in compliance with the terms of this Agreement.
12.0 NON-SOLICITATION
Except as may be otherwise agreed in writing, during the term 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 tlu-ough a newspaper advertisement or other general solicitation.
13.0 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:
(1) Consultant has the right to perform sei vices 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 Consulting Services required by this Agreement.
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(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 Consulting 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 Consulting Services required by this
Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the Consulting 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.
14.0 CONFIDENTIALITY AND MATERIALS OWNERSHIP
Any and all programs,data, or other materials furnished by the City for use by Consultant
in connection with the Consulting 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
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.
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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 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.
Neither the City nor Consultant will be liable to the other for inadvertent or accidental
disclosure of Confidential Information 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
Consulting Services under this Agreement (other than Deliverables). Consultant shall have the
right to retain copies of the Deliverables and other items for its archives. Consultant's working
papers and Consultant's Confidential Information (as described herein) shall belong exclusively
to the Consultant. "Working papers" shall mean those documents prepared by Consultant during
the course of performing the Project including, without limitation, schedules, analyses,
transcriptions, memos, designed and developed data visualization dashboards and working notes
that serve as the basis for or to substantiate the Project. In addition, Consultant shall retain sole
and exclusive ownership of its know-how, concepts,techniques, methodologies, ideas,templates,
dashboards, code and tools discovered, created or developed by Consultant during the
performance of the Project that are of general application and that are not based on City's
Confidential Information hereunder(collectively, "Consultant's Building Blocks"). To the extent
any Deliverables incorporate Consultant's Building Blocks, Consultant gives City a non-
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exclusive, non-transferable, royalty-free right to use such Building Blocks solely in connection
with the deliverables. Subject to the confidentiality restrictions mentioned above, Consultant
may use the deliverables and the Building Blocks for any propose. Except to the extent required
by law or court order, City will not otherwise use, or sublicense or grant any other party any
rights to use, copy or otherwise exploit or create derivative works from Consultant's Building
Blocks.
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.
15.0 WARRANTIES
Consultant represents that all Consulting Services performed hereunder shall be
performed consistent with generally prevailing professional or industrial standards, and shall be
performed in a professional and workmanlike manner. Consultant shall re-perform any work not
in compliance with this representation.
16.0 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 Consulting Services to the City's
reasonable satisfaction at no additional charge, or (b) if such deficient Consulting 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.
Neither party's liability, in contract, tort (including negligence) or any other legal or
equitable theory, (a) shall exceed the professional fees paid or due to Consultant pursuant to this
Agreement or (b) include any indirect, incidental, special, punitive or consequential damages,
even if such party has been advised of the possibility of such damages. Such excluded damages
include, without limitation, loss of data, loss of profits and loss of savings of revenue.
17.0 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.
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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.
18.0 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.
19.0 LOCAL, STATE,AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing Consulting Services under this Agreement. The City 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 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.
20.0 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 Consulting 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 goverrunental 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 a contract. The signatory executing this Agreement on behalf of
Consultant verifies Consultant does not boycott Israel and will not boycott Israel during the term
of this Agreement.
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C. In accordance with Chapter 2274, Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The signatory
executing this Agreement on behalf of Consultant verifies Consultant does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
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association, and it will not discriminate during the term of this Agreement against a firearm
entity or firearm trade association.
D. In accordance with Chapter 2274,Texas Government Code,a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of this Agreement. The signatory executing this Agreement on
behalf of Consultant verifies Consultant does not boycott energy companies, and it will not
boycott energy companies during the term of this Agreement.
21.0 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.
22.0 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act on its behalf
with regard to this Agreement:
Christopher("Kit")Perkins, PE
221 E. Main Street
Round Rock,Texas 7866_
(512) 341-3145
The Consultant hereby designates the following representative authorized to act on its
behalf with regard to this Agreement:
Allen Woelke,PE
8310-1 N Capital of Texas Hwy, Suite 250
Austin, Texas 78731
(713)423-7353
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23.0 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 or email address as below; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated below.
Notice to Consultant:
Allen Woelke,PE
8310-1 N Capital of Texas Hwy, Suite 250
Austin, Texas 78731
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock,TX 78664
AND TO:
Stephanie L. Sandre, 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.
24.0 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 be
governed by and construed in accordance with the laws and court decisions of Texas.
25.0 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
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of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
26.0 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.
27.0 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.
28.0 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the Consulting Services, responsibilities and duties specified herein and that such
Consulting Services, responsibilities and duties shall be performed, whether by Consultant or
designated subconsultants, in a manner acceptable to the City and according to generally
accepted business practices.
29.0 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
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
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30.0 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.
31.0 MISCELLANEOUS PROVISIONS
(A) Time is of the Essence. Consultant agrees that time is of the essence and that any
failure of Consultant to complete the Consulting 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.
(B) 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.
(C) 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.
(D) 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.
(E) Multiple Counterparts. This Agreement may be executed in multiple
counterparts, which taken together shall be considered one original. The City agrees to provide
Consultant with one fully executed original.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of RourOA
ock,Te xa CDM SMITH,INC. /
B B �iic
Y• _ Y•
Craig rgan, M yor Allen Woelke,PE, Vice President
Date Signed: I �-15 2.02" Date Signed: 11/06/2024
For City,Attest:
By: !l
Ann ranklin,City Clerk
For City,Approved as to Form:
By-�i � `Zr
Stephanie L. San-d&', City Attorney
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EXHIBIT A
City Services
The City of Round Rock will furnish to the Engineer the following items/information:
• Designate a person to act as City's representative with respect to the services to be
performed or furnished by the Engineer. This representation will have authority to
transmit instructions, receive information, interpret and define City's policies and
decisions with respect to engineering services.
• Provide all criteria and full information as to City's requirements for the Task, including
as-builts, and any other information necessary.
• Assist Engineer by placing all available information pertinent to the Task, including
previous reports and any other data relative to the ultimate project if available to the City
and necessary for the Engineer to complete the task.
EXHIBIT B
Engineering Services
City of Round Rock Water Supply Study
The City of Round Rock(City) is experiencing significant population growth coupled with recent
droughts in Central Texas which will require an increased understanding and possible enhancements
to the existing water supply and utility infrastructure. In order to maintain the desired level of
service to its existing customers, prepare for projected demand growth and future drought
uncertainties,the City would like to conduct a water supply study that will evaluate new water
supplies.The study will develop water demand projections including some assumptions for drought
conditions based on recent droughts,evaluate existing water supplies,determine potential new
water supplies,and evaluate those new supplies based on conceptual level costs, permitting
requirements,water quality and public acceptance.
Introduction
The City wishes to develop an understanding of the reliability of their existing water including
existing groundwater supplies and water supply contracts.This analysis along with the evaluation of
how additional supplies can augment the current supply can be evaluated holistically as part of the
water supply study.The intent of the City is to develop a comprehensive, integrated,and sustainable
plan and schedule for managing the supply,and delivery of City's water to projected buildout.
As part of the water supply study,the City is looking to evaluate that next beneficial incremental
water supply and to increase resiliency.The Engineer will develop a water supply study,which will
consider the alternatives for the City's future water supply and conservation program. It is essential
that the water supply study be sustainable, cost-effective, permittable, defensible and protective of
the local water resources.
As part of the water supply study,the Engineer will develop recommendations,strategic goals,and
include near-term & long-term actions to develop, manage and sustain the City's water resources.
The scope of the water supply study is presented below.
Task 1. Project and Quality Management
Engineer will provide project management for the project team, including scheduling,cost control,
document control, and progress and financial reporting,to facilitate successful performance as
measured by quality, cost, and schedule.The work for this task will include preparing a work plan
and project updates, progress monitoring, and reporting,staff oversight and efficiency monitoring,
scheduling, office administration, meetings,general correspondence, accounting, and invoicing.
Regular contact with the City's project manager and supporting staff will be maintained to
incorporate decisions and input regarding the direction of the project.
Engineer will keep the City informed on relevant aspects of the Project; participate in progress
conference calls;direct and coordinate the efforts of the Engineer Project Team members review
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work progress; monitor scope, schedule, and budget; and prepare monthly progress reports and
invoices.
Engineer will provide QA/QC for the work associated with this scope.The Water Supply Draft Report
will be submitted to the internal Engineer Technical Review Committee (TRC)for review.The TRC
will be comprised of senior level engineers not specifically involved with the project.An internal
review meeting will be conducted to discuss the project and associated TRC comments.
Task 2 Project Meetings
Engineer will coordinate and schedule a kick-off workshop with City staff.The purpose of the
meeting will be to:
■ Review and refine water supply study objectives
■ Identify the challenges of developing the water supply strategy
■ Identify additional sources of information that will be beneficial to developing the water supply
strategy
■ Identify the critical factors to be incorporated into evaluating options and integrated strategies
in the water supply study
Engineer's project manager, principal-in-charge, and task leader will attend and other key Engineer
members may participate via virtual meeting.
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Engineer will conduct progress meetings/conference calls for the expected 9-month water supply
study development process.The progress meetings will be held once a month and will last
approximately one hour.Ad hoc meetings may also be held to discuss specific topics if a regularly
scheduled progress meeting is not an appropriate venue.The expected project workshops will be a
kickoff workshop,the draft report review workshop, and two additional project workshops defined
in this scope.
This task includes Workshop 1 as described below.
Workshop 1—Water Supply Study Kickoff: Meeting with City and Engineer specialists to review
study objectives, inputs and outputs. Duration of approximately two(2) hours.
Task 3 Existing System, Constraints and Demand Estimate
Engineer will update the water demand estimates to buildout prepared by HDR as part of the 2019
Water Master Plan and presented in the 2023 Water Distribution System Master Plan Updated.
Engineer will update the existing system and constraint information as it relates to future water
supplies for the following:
■ Existing and future capacities for water,wastewater, reclaimed and source water systems
■ Likely regulatory constraints to achieving additional capacity from the existing systems
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■ Likely treatment capacity, process,and conveyance constraints to achieving additional capacity
from the existing systems
■ Issues regarding compliance with local water supply and regulatory agencies, as necessary
City will provide the last three years of monthly water production data and wastewater flows to be
used to update water demands and evaluate reuse opportunities. The existing condition is
assumed to reflect City's facilities and operations as of July 2024.
Task 4 Conduct Gap Analysis
Using the results of the previous tasks, Engineer will characterize the limitations and potential
opportunities for serving City's existing and future water demands. Engineer will identify both gaps
between future demands and existing water supplies, as well as gaps in existing treatment
infrastructure.The gap analysis will consider the available supply when Brazos River Authority(BRA)
and Lower Colorado River Authority(LCRA) issue Stage 3 Drought Contingency which requires a
reduction in water use.
The gap analysis will include the following elements:
■ Impact of changes in water quality requirements will have on supply
■ Impact of water supplier's drought restrictions on supply
■ The gap analysis will make an assumption on discounting existing supplies to account for
potential droughts more severe than historical droughts
■ Estimate timeline for when additional supply is required
Task 5 Characterize Supply Options
Future water supply opportunities will be evaluated including:
• Additional groundwater wells in the Edwards Aquifer
■ Evaluation of the existing Edwards Westinghouse well site including future capacity of the
site and conversion of the site to a Trinity Aquifer well based on existing available studies
■ Groundwater wells in the Hosston (Trinity)Aquifer near Circleville and/or near the Round
Rock Water Treatment Plant
■ Groundwater wells in the Carrizo-Wilcox Aquifer through EPCOR, Recharge, and Gatehouse
and/or including collaboration with other municipalities
• Aquifer Storage and Recovery(ASR) using wells in the Hosston Aquifer
■ Review evaluation completed as part of the 2023 Water Distribution System Master Plan
Updated and summarize the potential for expanded reclaimed water system to move more
potable water demands to a nonpotable water supply
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■ Indirect Potable Reuse (IPR) using water from the City's water reclamation facility and '
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sending it to Lake Granger for treatment and transmission back to the service area
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■ Direct Potable Reuse (DPR)for comparison against other alternatives evaluated 1
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For each supply option, a planning level assessment will include available yield, reliability,
constraints for integration with existing supplies, conceptual development of the required
infrastructure, permitting requirements,water quality concerns,timeframe for implementation,
capital cost and a unit cost for comparison with other supply options and existing supplies.The
analysis will rely on previous studies where available as well as additional studies associated with
the water supply options as outlined below.
Task 5.1 Edwards Aquifer in Williamson County
A more detailed analysis of the Edwards Aquifer in Williamson County supply option will include the
following activities:
■ Review the availability of aquifer properties including water quality to define areas of the
aquifer that could provide additional supply. Key considerations will be aquifer physical and
hydraulic properties, available drawdown,water level trends and competing well fields
■ Develop at least two scenarios for Edwards well field development and potential yields will
be developed
■ Develop conceptual level well field design in terms of well locations and number of wells
■ Use TTim to simulate local-scale hydraulic interference and anticipated drawdown and lift
and assess the long-term availability of the design production using the 2023 TWDB
Groundwater Availability Model (GAM)
■ Develop a conceptual level cost for any additional Edwards development included in the
plan
Task 5.2 - Westinghouse Well Assessment
A more detailed analysis of the Westinghouse Well Assessment supply option will include the
following activities:
■ Review available information regarding the Westinghouse well including construction
details, available water levels and aquifer tests
■ Collect available data on nearby Edwards wells. From a review of the local geology and the
completion of the Westinghouse as compared to nearby greater producing wells assess any
modifications that could be done to enhance Edwards production at the Westinghouse Site
■ If modifications could be performed that could increase yield, provide conceptual costs for
the modifications.
■ Assess the viability and potential yield of the Trinity at that location
Task 5.3 -Trinity Groundwater
A more detailed analysis of the Trinity Groundwater supply option will include the following
activities:
■ Evaluate the potential availability that could be added as an alternative considering Trinity
groundwater near the Round Rock Treatment Plant and near Circleville
■ Review the availability of aquifer properties including water quality to define areas of the
aquifer that could provide additional supply; key considerations will be aquifer physical and
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hydraulic properties,water quality, available drawdown,water level trends and competing
well fields f
■ Locate potential wells near the treatment plant and Circleville
■ Develop conceptual level well field design in terms of construction depths and number of
wells
■ Use TTim to simulate local-scale hydraulic interference and anticipated drawdown and lift
and assess the long-term availability of the design production reviewing long-term water
level trends in the aquifer and the potential for interference from competing production
■ Develop a conceptual level cost for a Trinity well at the selected locations }
Task 5.4- Central Texas Imported Groundwater '
A more detailed analysis of the Central Texas Imported Groundwater supply option will include the
following activities:
■ Evaluate the various Central Texas groundwater export projects in play from the Carrizo-
Wilcox Aquifer in Central Texas and based upon available information on the projects,
assess both the permitted groundwater available,the status of each project and provide
context into the recent and current regulatory activities that could impact these
groundwater resources in GMA-12
■ Review the groundwater still potentially available for incorporation into City's portfolio
■ Independent availability simulations for this subtask is not included in the scope and level of
effort.
Task 5.5—ASR in the Trinity
A more detailed analysis of the ASR in the Trinity supply option will include the following activities:
■ ASR allows a utility the ability to increase peak supplies through storage of water in a
groundwater aquifer when water is available,and demands are low and recover that water
when supplies are low, and demands are high. It is assumed the ASR wells will be in
proximity to Circleville.
■ Based upon operational details develop a conceptual well layout and determine potential
recharge and recovery rates based upon estimated available drawdown and drawup at the
location.
■ A simple analytic estimate of recoverability and recharge front migration will also be
performed.
■ Estimate the costs associated with the ASR wells at a planning conceptual level
Task 6 Develop Performance Metrics
Engineer will recommend performance metrics that will be used to compare and rank alternatives.
Performance metrics may be quantitative. An exercise to develop a weighting strategy in terms of
relative importance will be done as part of this task. Unit cost of water will be included as a
performance metric and weighted based on discussions with the City.
Workshop 2 as described below will be held to demonstrate and discuss the results of the supply
characterization and development of performance metrics with the City.
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Workshop 2—Characterization of Supply Options and Development of Performance Metrics:
Meeting with City and Engineer to discuss supply availability results and supply option
characterization. Duration of approximately two (2) hours.
Task 7 Alternatives Evaluation
Engineer will evaluate and rank alternatives. Based on the performance metrics and weighting
developed as part of Task 7. Engineer will identify advantages and disadvantages of supply options
including regulatory,technical,water quality, cost and contractual constraints for the water supply
alternatives.
Workshop 3 as described below will be held to demonstrate and discuss the Alternatives Analysis
with City.
Workshop 3—Alternatives Analysis Review: Meeting with City and Engineer water supply specialists
to discuss Alternatives Analysis. Duration of approximately two(2) hours.
Task 8 Develop Water Supply Strategy and Report
Engineer will develop a water supply strategy that includes near, mid and long-term actions.These
actions will be a combination of projects, policies, and future planning needs.The strategy will be
developed collaboratively between Engineer and City.
Engineer will also develop a draft report based on work to-date and comments received during
scoped workshops.The draft will be delivered electronically to City.City will review and provide a
summary of all City comments;any conflicting comments from individual City staff will be resolved
before providing the draft to CDM Smith.
The Water Supply Report will include developing an understanding of potential costs associated with
implementing supply alternatives. Engineer will develop planning level estimates of probable capital
costs for water supply alternatives. Planning level estimates will include capital costs based on
conceptual ideas.The Water Supply Report will include the following information:
■ Table summarizing existing conditions and constraints,
■ Estimates of monthly system capacity needs until projected buildout
■ Tabular and graphical summaries of the system and potential service needs(gap analysis)
■ Tabular summary of the refined objectives, performance metrics and objective weights
■ Tabular summary of the water supply alternatives
■ Presentation on alternatives evaluations, assumptions and results
■ Recommended projects and implementation schedule including permitting, land acquisition
and water rights acquisition recommendations
■ Exhibits showing proposed and recommended infrastructure
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■ Conceptual level capital cost and operation & maintenance costs for proposed and
recommended infrastructure
Engineer will meet with the City to discuss the Draft Water Supply Study Report. Based on
comments received on the Draft Report, Engineer will finalize report.
Deliverables:
■ Water Supply Study Draft Report in Microsoft Word format
■ Water Supply Study Final Report in PDF format, native support files (GIS, DSM)
Assumptions: 1111
1) Permitting activities are not included in this scope of water.
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2) Water quality modeling is not included in this scope of work.
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EXHIBIT C
Work Schedule
Schedule:
Upon receipt of notice to proceed. Engineer shall schedule a kickoff meeting and begin the water
supply study defined in this scope of work.The Draft Water Supply Study Report deliverable
associated with Task 8 is expected to be complete within 300 days of notice to proceed. The Final
Water Supply Study Report is expected to be complete within 30 days of receiving City comments on
the draft report. An estimated task level schedule break down is provided in below:
Task Name Oct-24 Nov-24 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sept-2S
Task 1-Project and Quality Management
Task 2-Project Meetings
Task 3-Existing System,Constraints and Demand Estimates _
Task 4-Conduct Gap Analysis
Task S-Characterize Supply Options _
Task 6-Develop Performance Metrics _
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Task 7-Alternatives Evaluation
Task 8-Develop Water Supply Strategy and Report
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EXHIBIT D
Fee Schedule
Fee:
ENGINEER will provide the services described above in Tasks 1 through 8 for a not to exceed amount
of$343,650.00.An estimated cost by task is provided below. Invoices will be prepared based on the
Billing Rate Schedule provided below and other direct charges passed through at ENGINEER's cost.
ENGINEER will prepare invoices monthly based on hours by personnel category and bill rate in each of
the tasks listed below.The costs by task are an estimate and may vary from the values below.
Table 1: Project Schedule and Fee Breakdown
OtherTask Labor Costs
Costs
Task 1—Project and Quality Management $15,200.00 $1,180.00 $11,800.00 $28,180.00
Task 2—Project Meetings $19,100.00 $2,000.00 $8,000.00 $29,100.00
Task 3—Existing System,Constraints&Demand $14,800.00 $0.00 $0.00 $14,800.00
Task 4—Conduct Gap Analysis $11,500.00 $0.00 $0.00 $11,500.00
Task 5—Characterize Supply Options $27,100.00 $7,350.00 $73,500.00 $107,950.00
Task 5.1-Edwards Groundwater $0.00 $1,310.00 $13,100.00 $14,410.00
Task 5.2—Westinghouse Well Options $0.00 $980.00 $9,800.00 $10,780.00
Task 5.3—Trinity Groundwater $0.00 $1,730.00 $17,300.00 $19,030.00
Task 5.4—Central Texas Groundwater Import $0.00 $940.00 $9,400.00 $10,340.00
Task 5.5-ASR $0.00 $2,390.00 $23,900.00 $26,290.00
Task 6—Develop Performance Metrics $15,800.00 $1,560.00 $3,600.00 $20,960.00
Task 7—Alternatives Evaluation $59,200.00 $1,450.00 $2,500.00 $63,150.00
Task 8—Develop Water Supply Strategy $42,500.00 $3,410.00 $22,100.00 $68,010.00
TOTAL $205,200.00 $16,950.00 $121,500.00 $343,650.00
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Billing Rate Schedule:
Personnel Category Billing Rate($/hour)
Officer-in Charge 342
Project Manager 325
Technical Specialist 342
Senior Technical Advisor 325
Engineer 8 278
Engineer 7 255
Engineer 6 232
Engineer 5 209
Engineer 4 186
Engineer 3 162
Project Engineer 1/2 150
Senior Designer 170
Intermediate Designer 157
Junior Designer 134
Senior Administration 128
Contract Administration 116
Clerical 104
Estimator 165
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