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CM-2026-122 - 4/24/2026 SPIRE April 22, 2026 Via Email steve@scrrlaw.corn Mr. Brooks Bennett City Manager City of Round Rock 221 E. Main Street Round Rock, Texas 78664 Tel (512) 218-5401 Fax(512) 218-7097 RE: Letter of Engagement for Dispute Resolution Support Services Spire Consulting Group, LLC (Spire) is pleased to submit our Letter of Engagement(Agreement)to the City of Roundrock (Client)to provide dispute resolution support services(Services)for the City of Round Rock Brushy Creek Wastewater 30 MGD Expansion project(Project). Spire appreciates the opportunity to be of assistance with the matter and look forward to working with your team. Spire agrees to provide Services to the Client based on the following terms and conditions. SCOPE OF SERVICES This Agreement confirms Spire's understanding of its engagement to provide Services to the Client. Client and Spire(Parties) reserve the right to amend the scope of Services as required by the Client's needs. SCHEDULE Spire will commence providing Services to the Client upon receipt of a fully executed copy of this Agreement. This Agreement shall remain in full force and effect for the duration of Spire's engagement with the Client. Spire will continue to provide Services under this Agreement until it receives notice from the Client that its Services obligations have been fulfilled or after Spire gives notice to the Client that its Services have concluded. FEE STRUCTURE&EXPENSES Spire will perform its Services on a time and material basis across multiple phases. For each phase, Spire will provide an estimate to the Client for approval. Phase 1 will be billed hourly up to a not to exceed amount of$100,000. The following rate structure will be applied to Services performed on a time and material basis: Position Hourly Rates Managing Principal $525 per hour Principal/Director $475 per hour Associate Principal $450 per hour Managing Consultant $400 per hour Senior Consultant $350 per hour Consultant $300 per hour Associate Consultant $250 per hour ��,202 >/22_ Construction Consulting Experts Page 1 of 6 www.spireconsultinggroup.com ©2026 Spire Consulting Group,LLC.All Rights Reserved. 41104 SPIRE cansumhc Inoue Please note that the rates above are subject to change each January 1st and following staff promotions. The Client agrees to pay Spire its fees for Services based on the terms within this Agreement, plus reimburse Spire in full for any and all expenses incurred by Spire in the provision of its Services. Expenses to be billed may comprise of travel costs including mileage and other fees, lodging and meals, and any extraordinary document costs, copy and mailing services outside of normal communication with the Client. All statements or estimates made by Spire regarding fees or expenses are good faith estimates only and do not reflect the actual invoice amount of Services hereunder. TECHNOLOGY&ADMINISTRATIVE FEE A fee of 3% of professional services will be applied to each invoice to cover technology systems, secure data storage, licensed software, and administrative support required to deliver Project services. PROJECT INVOICING Spire will submit invoices to the Client's specified invoicing contact electronically(via E-mail) at the beginning of each month for work performed during the previous month. Invoices for time & material work will reflect resources assigned, number of hours billed, and associated fees based on the approved rates and identify any other incurred expenses separately. Invoices for fixed fee work will reflect the approximate percentage completion and associated fees based on the approved fixed fee for that scope and identify any other authorized expenses separately. If the Client objects to any portion of an invoice,the Client shall notify Spire in writing within seven (7)calendar days of receipt of the invoice. The Client shall identify in writing the specific cause of the disagreement and the amount in dispute and shall pay that portion of the invoice not in dispute in accordance with the other payment terms of this Agreement. Kindly provide the required details for the Client invoicing contact below (primary contact who will receive our invoices and be responsible for processing payment). If additional individuals or departments need to receive copies of the invoices, please list their names and email addresses below. Client Invoicing Contact(Please Specify Below): Primary Name: ,S7IGP" .c e S \6(t--c Primary Title: CA Al 11-:/-41. v tv:,(4 Primary Phone: 67Z— 7 Y— S72.Y ' Primary E-mail: SSI�,/tG(r-� e SGYr l/�6•�. <'c',ci CC Name: m e"i (t C_� ri r- c CC E-mail: i'Y�Gc� s e(-- ,c,s-, ktc,s 4-C ae--,4f i CC Name: CC E-mail: PAYMENTS All payments that arise out of or are related to performance of Services pursuant to this Agreement shall be due and payable electronically via Automated Clearing House (ACH), wire transfer, or by check. Please find below our banking information for all future electronic payments: Construction Consulting Experts Page 2 of 6 www.spireconsultinggroup.com ©2026 Spire Consulting Group,LLC.All Rights Reserved. 11141 SPIRE COnluttIn4 GnGue Comerica Bank Account Number: 1883516823 Routing Number: 111000753 SWIFT: MNBDUS33 Our mailing address for all postal correspondence is as follows: Spire Consulting Group 401 South 1st St., Suite 775 Austin, TX 78704 All invoices are due and owed 30 calendar days after receipt. After 30 calendar days, interest will accrue on all unpaid sums at an annual rate of 12% (1.0% per month). Should payment not be received after 60 calendar days from the date of invoice, the account will be considered delinquent and submitted to a collection agency for processing. Spire reserves the right to suspend its Services for the same reason. Further, Spire at its discretion may submit the issue to mediation for resolution as outlined in the Disputes section of this Agreement. Client agrees to be responsible for any and all fees incurred by Spire in collecting unpaid funds. This includes all attorney fees, court fees, mediation fees, other relevant expenses incurred, and any time spent by Spire's employees in advancing the collection of unpaid fees at a charge out rate aligned with the fee structure noted above. USE OF SPIRE WORK PRODUCT Spire retains ownership of all work products created in relation to performance of its Services, including but not limited to letters, reports, graphics, photographs, testing information, specifications, drawings, estimates, schedules, emails, notes and other information. Client agrees not to reproduce these documents nor use these documents for any purpose other than its original intended agreed use. Client acknowledges that the work contemplated under this Agreement, will be performed in whole or in part in Williamson County, Texas. USE OF ARTIFICIAL INTELLIGENCE PLATFORMS The Client agrees that no work product, reports, data, or other deliverables provided by Spire may be uploaded to, submitted to, or otherwise used with any open or unsecured artificial intelligence, machine learning, or data-aggregation platform that retains, trains on, analyzes, or generates derivative content from such materials, without the prior written consent of Spire. All deliverables are confidential and proprietary to Spire and are provided solely for the Client's internal use within the scope of this engagement. The Client is prohibited from modifying, adapting, or creating derivative works based on any Spire deliverables, and may not disclose or make such deliverables available to any third party unless subject to the open records act, including Al platforms, except as expressly permitted in writing by Spire. SUSPENSION OF SERVICES Spire may suspend performance of Services on any unpaid account. Client agrees and understands that Spire is not responsible for providing written or verbal notice to the Client before it suspends its Services due to non-compliance with this Agreement. Spire shall have no liability to the Client for any damages, delays, or disruptions that arise from the suspension of its Services due to non-payment from the Client regardless of any upcoming schedules that include drafting of reports and appearance at depositions, mediations, hearings, and/or trial. NON-SOLICITATION OF EMPLOYEES OR CONTRACTORS Client agrees not to solicit the services of nor employ as a contractor, employee, temporary, or permanent hire, any of Spire's current or former(within the preceding 18 months) employees or contractors during the term of this Agreement and for a period of 18 months after the conclusion of this Agreement without Spire's express prior written consent. Construction Consulting Experts Page 3 of 6 www.spireconsultinggroup.com ©2026 Spire Consulting Group,LLC.All Rights Reserved. 4114 SPIRE COMSUO NO GROUP CONFIDENTIALITY Spire will treat all Project related information provided by Client as strictly confidential, except for information that is already in the public domain. Client hereby grants Spire the right to mention Client and general Project information (name, size, scope, services provided, etc.) in marketing materials without releasing confidential information. Client also hereby grants Spire the right to provide independent contractors who Spire utilizes to work on the Project to have access to all Project related information with the understanding that all independent contractors will be bound by the same confidentiality requirements. Upon request, Spire will provide Client will the name(s) of independent contractor(s)who have worked on the Project. DISCLAIMER OF WARRANTIES Spire expressly disclaims to the fullest extent allowed by applicable law all warranties, express or implied, regarding any and all Services provided hereunder, to include but not limited to, any implied warranty of merchantability, accuracy, completeness, condition, performance, or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance, including any warranty regarding any benefit that might be obtained from the Services provided hereunder. Spire does not warrant the sufficiency and adequacy of any design plans it may prepare under this Agreement unless specifically stated and acknowledged in writing. Client agrees that all Services provided under this Agreement are professional services as that term is contemplated by the Deceptive Trade Practices Act. Client is liable for all amounts due and owing under this Agreement regardless of outcome. Client acknowledges that Spire does not provide legal advice, nor has it promised to find a certain outcome as part of this Agreement. Client further acknowledges that Spire cannot provide an opinion related to the matter for which it is requested until it has had sufficient time to invest itself in the scope of work. Moreover, Spire retains the right to change or amend any preliminary opinion it may provide based upon new facts or evidence it may discover as part of its scope of work. LIMITATION OF LIABILITY Both Spire and Client and their respective affiliates, partners, executives and/or client(s) expressly waive any and all special, indirect, incidental or consequential damages that may arise out of any dispute related to this Agreement of performance of Services hereunder, to include but not limited to, lost profits, overhead, financing, or any other damage category that is considered to be an indirect or consequential damage. Client also agrees that Spire shall not be responsible for interrupted communications, business interruption, lost data, or lost profits, arising out of or in connection with this Agreement. Spire's liability for any loss, damage, or claim that arises out of or is related to this Agreement, whether based on tort, contract, or warranty, shall not exceed the total amount of compensation actually paid to Spire by Client pursuant to this Agreement. This Agreement is for the sole and exclusive benefit of Client only and no other person or entity is considered to be or shall be a third-party beneficiary unless expressly agreed to in writing. TERMINATION FOR CONVENIENCE Spire and/or Client may terminate this Agreement without cause upon a five (5) calendar days' notice to the Client. Upon termination for convenience, Client shall reimburse Spire for any unpaid portions of the Agreement to the date of termination. DISPUTES Spire and Client agree to make a good faith attempt to resolve disputes in verbal and written format. Should this good faith effort not resolve the issue, Spire and Client may consider proceeding to mediation to attempt to settle any dispute arising under or related to this Agreement without resort to formal legal action. If such good faith attempts fail, any subsequent dispute that arises out of or is related to this Construction Consulting Experts Page 4 of 6 www.spireconsultinggroup.com ©2026 Spire Consulting Group,LLC.All Rights Reserved. 1114 SPIRE CONSULT/.GoOUP Agreement shall be resolved through litigation unless otherwise agreed. Both Parties expressly agree to resolve any and all disputes in a cost-effective manner. Each party shall bear its own expense of litigation. The Parties agree that neither party will make a claim for consequential or punitive damages. FORUM,VENUE&APPLICABLE LAW The Parties to this Agreement agree that any dispute or controversy that arises out of or is related to this Agreement shall be governed by the laws of the State of Texas. The Parties further willfully and voluntarily avail themselves to the jurisdiction of the State of Texas and agree that the State of Texas is the proper forum to resolve any dispute that arises out or is related to this Agreement. MISCELLANEOUS This Agreement supersedes any and all other agreements, either oral or in writing, between the Parties and contains all of the covenants and agreements between the Parties. The Parties to this Agreement acknowledge and represent that for legal purposes this Agreement was negotiated and executed in Williamson County, Texas. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. In the event of any conflict between this contract and other contract documents, the provisions of this contract shall control. If the terms and conditions described within this Agreement are satisfactory, please so indicate by signing and returning this Agreement, keeping a copy for your records. Once again, we appreciate the opportunity to be of service. If you require further information or have any questions, please do not hesitate to contact me at the office (512) 637-0845. Best regards, °‘^►- April 22, 2026 Signature Spire presentative Date Anthony Gonzales Print Name of Spire Representative Construction Consulting Experts Page 5 of 6 www.spireconsultinggroup.com ©2026 Spire Consulting Group,LLC.All Rights Reserved. SPIRE CONSUMING GROUP By providing your signature below, you acknowledge on behalf of the Client, that you have read the foregoing letter and hereby authorize Spire Consulting Group, LLC to represent Client in accordance with this Agreement. As an authorized executor for Client, you understand the Agreement set forth above regarding the fees and expenses to be charged by Spire Consulting Group, LLC, and agree to pay such charges in accordance with the terms and conditions indicated above. Executed by: 001/1 / di-n 101-6 Sigle lient Representative' Date ESOOrs Print Name of Client Representative Construction Consulting Experts Page 6 of 6 www.spireconsultinggroup.com ©2026 Spire Consulting Group,LLC.All Rights Reserved.