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CM-2025-131 - 5/16/20254934-1190-5592/ss2 CITY OF ROUND ROCK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES RELATED TO COMMISSIONING SERVICES FOR FIRE STATION NO. 10 PROJECT WITH WSP USA BUILDINGS INC. THE STATE OF TEXAS § § THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS § COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THIS AGREEMENT for professional consulting services related to commissioning services for the Fire Station No. 10 Project (the “Agreement’), is made and entered into on this _____ day of _______________, 2025, 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 WSP USA BUILDINGS INC., with offices located at 1601 South Mopac Expressway, Two Barton Skyway, Austin, Texas 78746 (the “Consultant”). RECITALS: WHEREAS, commissioning services related to the Fire Station No. 10 Project are desired by the City; and WHEREAS, City desires to contract with Consultant for said services; and WHEREAS, City has determined that there is a need for the delineated services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder. NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 1.0 EFFECTIVE DATE, DURATION, AND TERM A. 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. B. The term of this Agreement shall be until full and satisfactory completion of the work specified herein is achieved. 16th MAY CM-2025-131 2 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 or may elect to continue. 2.0 SCOPE OF 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,” which document is attached hereto and incorporated herein by reference for all purposes. Consultant shall satisfactorily provide all services described herein and as set forth in the Scope of Services. Consultant shall perform services in accordance with this Agreement and in a professional and workmanlike manner. 3.0 LIMITATION TO SCOPE OF SERVICES Consultant and City agree that the Scope of Services to be performed is set forth in Exhibit “A” and herein, and Consultant shall not undertake work that is beyond the Scope of Work, 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 9.0. 4.0 CONTRACT AMOUNT Fee: In consideration for the consulting services to be performed by Consultant, City agrees to pay Consultant an amount for the Scope of Services not-to-exceed Sixty-Two Thousand Three Hundred Fifty and No/100 Dollars ($62,350.00) as set forth in Exhibit “A.” Reimbursables: The City agrees to reimburse Consultant for expenses incurred in an amount not to exceed Two Thousand Five Hundred and No/100 Dollars ($2,500.00) as set forth in Exhibit “A.” The amount of $64,850 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. 5.0 INVOICE REQUIREMENTS AND TERMS OF PAYMENT Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to the City, in accordance with the delineation contained herein, for services rendered. Such invoices for services shall track the referenced Scope of Work, and shall detail the services performed, along with documentation for each service performed. Payment to Consultant shall be made on the basis of the invoices submitted by Consultant and approved by the City. Such invoices shall conform to the schedule of services and costs in connection therewith. 3 Should additional backup material be requested by the City relative to service deliverables, Consultant shall comply promptly. In this regard, should the City determine it necessary, Consultant shall make all records and books relating to this Agreement available to the City for inspection and auditing purposes. Payment of Invoices: The City reserves the right to correct any error that may be discovered in any invoice that may have been paid to Consultant and to adjust same to meet the requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay Consultant promptly, but no later than the time period required under the Texas Prompt Payment Act described in Section 8.0 herein. Under no circumstances shall Consultant be entitled to receive interest on payments which are late because of a good faith dispute between Consultant and the City or because of amounts which the City has a right to withhold under this Agreement or state law. The City shall be responsible for any sales, gross receipts or similar taxes applicable to the services, but not for taxes based upon Consultant’s net income. 6.01 INSURANCE Consultant shall meet all City of Round Rock Insurance Requirements set forth at: http://www.roundrocktexas.gov/wp-content/uploads/2014/12/corr_insurance_07.20112.pdf. 7.0 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by the City to Consultant will be made within thirty (30) days of the date the City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date the City receives a correct invoice for the goods or services, whichever is later. Consultant may charge interest on an overdue payment at the “rate in effect” on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by the City in the event: (a) There is a bona fide dispute between the City and Consultant, a contractor, subcontractor, or supplier about the goods delivered or the service performed that cause the payment to be late; or (b) There is a bona fide dispute between Consultant and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or (c) The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with federal funds; or (d) The invoice is not mailed to the City in strict accordance with any instruction on the purchase order relating to the payment. 4 8.0 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of the City’s current revenues only. It is understood and agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to purchase the services as determined by the City’s budget for the fiscal year in question. The City may affect such termination by giving Consultant a written notice of termination at the end of its then- current fiscal year. 9.0 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by City Council or by the City Manager, if the City determines that there has been a significant change in (1) the scope, complexity, or character of the services to be performed; 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. 10.01 TERMINATION; DEFAULT Termination: It is agreed and understood by Consultant that the City may terminate this Agreement for the convenience of the City, upon thirty (30) days’ written notice to Consultant, with the understanding that immediately upon receipt of said notice all work being performed under this Agreement shall cease. Consultant shall invoice the City for work satisfactorily completed and shall be compensated in accordance with the terms hereof for work accomplished prior to the receipt of said notice of termination. Consultant shall not be entitled to any lost or anticipated profits for work terminated under this Agreement. Unless otherwise specified in this Agreement, all data, information, and work product related to this project shall become the property of the City upon termination of this Agreement, and shall be promptly delivered to the City in a reasonably organized form without restriction on future use. Should the City subsequently contract with a new consultant for continuation of service on the project, Consultant shall cooperate in providing information. Termination of this Agreement shall extinguish all rights, duties, and obligations of the City and the terminated party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory or which is not performed in compliance with the terms of this Agreement. 5 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. 11.0 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. 12.0 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 services for others during the term hereof. (2) Consultant has the sole right to control and direct the means, manner and method by which it performs its services required by this Agreement. (3) Consultant has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. (4) Consultant or its employees or subcontractors shall perform services required hereunder, and the City shall not hire, supervise, or pay assistants to help Consultant. 6 (5) Neither Consultant nor its employees or subcontractors shall receive training from the City in skills necessary to perform services required by this Agreement. (6) City shall not require Consultant or its employees or subcontractors to devote full time to performing the services required by this Agreement. (7) Neither Consultant nor its employees or subcontractors are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of the City. 13.0 CONFIDENTIALITY; MATERIALS OWNERSHIP Any and all programs, data, or other materials furnished by the City for use by Consultant in connection with services to be performed under this Agreement, and any and all data and information gathered by Consultant, shall be held in confidence by Consultant as set forth hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of any proprietary or confidential information relative to this Agreement, and to not make any use thereof other than for the performance of this Agreement, provided that no claim may be made for any failure to protect information that occurs more than three (3) years after the end of this Agreement. The parties recognize and understand that the City is subject to the Texas Public Information Act and its duties run in accordance therewith. All data relating specifically to the City’s business and any other information which reasonably should be understood to be confidential to City is confidential information of City. Consultant’s proprietary software, tools, methodologies, techniques, ideas, discoveries, inventions, know-how, and any other information which reasonably should be understood to be confidential to Consultant is confidential information of Consultant. The City’s confidential information and Consultant’s confidential information is collectively referred to as “Confidential Information.” Each party shall use Confidential Information of the other party only in furtherance of the purposes of this Agreement and shall not disclose such Confidential Information to any third party without the other party’s prior written consent, which consent 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 property of City at the expiration of this Agreement. 14.0 WARRANTIES Consultant represents that all services performed hereunder shall be performed consistent with generally prevailing professional or industry standards, and shall be performed in a 7 professional and workmanlike manner. Consultant shall re-perform any work no in compliance with this representation. 15.0 LIMITATION OF LIABILITY Should any of Consultant’s services not conform to the requirements of the City or of this Agreement, then and in that event the City shall give written notification to Consultant; thereafter, (a) Consultant shall either promptly re-perform such services to the City’s satisfaction at no additional charge, or (b) if such deficient services cannot be cured within the cure period set forth herein, then this Agreement may be terminated for default. In no event will Consultant be liable for any loss, damage, cost or expense attributable to negligence, willful misconduct or misrepresentations by the City, its directors, employees or agents. In no event shall Consultant be liable to the City, 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 City 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. 16.0 INDEMNIFICATION Consultant agrees to hold harmless, exempt, and indemnify City, 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, City 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. 17.0 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. 8 18.0 LOCAL, STATE AND FEDERAL TAXES Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. The City will not do the following: (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. 19.0 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, if required in the performance of the services contracted for herein, and same shall belong solely to the City at the expiration of the term of this Agreement. B. In accordance with Chapter 2271, Texas Government Code, a governmental entity may not enter into a contract with a company for goods or services unless the contract contains written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this 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. 20.0 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. 21.0 DESIGNATION OF REPRESENTATIVES The City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: 9 Hayden Schiller Project Manager 212 Commerce Boulevard Round Rock, TX 78664 Telephone: (512) 218-6615 E-mail: pschiller@roundrocktexas.gov 22.0 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 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: WSP USA Buildings Inc. 1601 South Mopac Expressway Two Barton Skyway Austin, Texas 78746 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. 23.0 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. 10 24.0 EXCLUSIVE AGREEMENT The terms and conditions of this Agreement, including exhibits, constitute the entire agreement between the parties and supersede all previous communications, representations, and agreements, either written or oral, with respect to the subject matter hereof. The parties expressly agree that, in the event of any conflict between the terms of this Agreement and any other writing, this Agreement shall prevail. No modifications of this Agreement will be binding on any of the parties unless acknowledged in writing by the duly authorized governing body or representative for each party. 25.0 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. 26.0 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. 27.0 STANDARD OF CARE Consultant represents that it is specially trained, experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed, whether by Consultant or designated subconsultants, in a manner acceptable to the City and according to generally accepted business practices. 28.0 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. 11 29.0 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. 30.0 MISCELLANEOUS PROVISIONS Time is of the Essence. Consultant agrees that time is of the essence and that any failure of Consultant to complete the services for each phase of this Agreement within the agreed project schedule may constitute a material breach of 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 City due to Consultant’s failure to perform in these circumstances, City may withhold, to the extent of such damage, Consultant’s payments hereunder without a waiver of any of City’s additional legal rights or remedies. City shall render decisions pertaining to Consultant’s work promptly to avoid unreasonable delays in the orderly progress of Consultant’s work. Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure, delay or default in 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 City agrees to provide Consultant with one fully executed original. [Signatures on the following page.] 12 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City of Round Rock, Texas WSP USA Buildings Inc. By: _____________________________ By: _______________________________ Printed Name: _______________________ Printed Name: ______________________ Title: _____________________________ Title: ______________________________ Date Signed: ________________________ Date Signed: ________________________ For City, Attest: By: _____________________________ Ann Franklin, City Clerk For City, Approved as to Form: By: _____________________________ Stephanie L. Sandre, City Attorney Ryan Bloom (Apr 30, 2025 17:21 CDT) Ryan Bloom Ryan Bloom Vice President 04/30/2025 Brooks Bennett (May 16, 2025 11:48 CDT) Brooks Bennett City Manager 05/16/2025 Ann Franklin (May 16, 2025 11:50 CDT) January 30, 2025 Hayden Schiller The City of Round Rock Project Manager General Services Division 212 Commerce Blvd Round Rock, TX 78664 Re: City of Round Rock Fire Station 10 Dear Hayden Schiller. In response to your request, WSP USA Buildings Inc. (WSP) respectfully submits this proposal to provide Commissioning Services for Fire Station 10 located in Round Rock, TX. We are confident that WSP has the expertise you seek to act as the Owner’s advocate in delivering a fully integrated fire station. Please find below our proposed Scope of Services and Compensation Schedule of Values for your review and execution. I.COMMISSIONING SCOPE OF SERVICES A.PROJECT DESCRIPTION 1.The project includes 13,951 square feet, four bay Fire Station on City of Round Rock owned property located at 4400 E Old Settlers Blvd, Round Rock, TX 78665. The project will include apparatus bays, a fitness center, a work room, dormitory rooms, locker rooms, storage rooms, a kitchen, and a dining room. B.AREAS OF SERVICES 1.General Responsibilities a.WSP will work with the architect staff to develop a high-performance Commissioning Team with the selected Design Professionals, Contractors and TAB firm to optimize the safe verification of the installed components and that the systems are functioning in accordance with the documented design intent and the Contract Documents; and that the facility staff has received training to operate the facility safely and efficiently. b.WSP will work with the selected Design Professionals, Contractors and TAB firm to ensure that architects standards are implemented. 2.Construction Administration Phase a.WSP will develop a project specific Commissioning Plan (Cx Plan) which will encompass the construction phase of the project. b.WSP will lead and conduct a Construction Phase Cx kick-off meeting to review all the requirements and responsibilities for the Cx process. We will review the Prime Contractors required Cx deliverables at this meeting, and we will provide CxA generated deliverables and other relevant information to installing participants. Exhibit "A" City of Round Rock Fire Station 10 January 30, 2025 Page 2 c.WSP will review the applicable equipment submittals in conjunction with the design team. We will review the construction manager’s and/or subcontractors’ submittals applicable to systems being commissioned for compliance with the design intent. d.WSP will develop project specific Pre-functional Checklist procedures and documentation forms. The Pre-Functional Checklists Forms will include separate checklist sections for comment and sign-off for (I) Delivery, (II) Installation, and (III) Start-up. We will emphasis this “continual-inspection process” in the Cx plan and during Commissioning meetings with the Project Team. e.WSP will develop project specific Functional Performance Test Procedures (FPT) and documentation forms. The developed forms and procedures will contain the appropriate rigor and detail to meet the specific needs of the project. We will include an itemized Action/Response checklist for the equipment specific sequence of operation incorporating all modes of operation and associated alarms and any off-site monitoring. f.WSP will work with the Contractors to develop a general commissioning schedule of major commissioning milestones and a detailed Functional Testing Schedule for the project team’s review and use. We will work with the Contractor to ensure that the Contractor's Cx Schedule is complete, with logical sequencing of events, appropriate durations, relevant milestones, and predecessors. Review updates and recovery scheduling as directed. g.WSP will perform site visits during construction to observe component and system installations. We will attend selected planning and job-site meetings via conference call or onsite to obtain information on construction progress. We will review construction-meeting minutes for revisions/substitutions that will impact Cx documents, control strategy, equipment, or operational performance. 3.Acceptance Testing Phase a.WSP will spot-check the MEP equipment to be commissioned pre-functional checklists as they are completed by the installing contractor. b.WSP will utilize our web-based quality software Facility Grid to initiate, track, log and resolve issues/deficiencies and document the commissioning process. c.WSP will witness and document the Functional Test procedures performed by installing contractors. d.WSP will maintain a master testing record. We will provide the Owner with written progress reports and test results with recommended actions. 4.Post-Occupancy Phase a.WSP will upon completion of installation inspections, field observations, and performance verification, tabulate results in the Summary Cx Report including statement of whether individual systems meet requirements of the construction documents. We will include an Executive summary of process and results, history of deficiencies and corrections, and system performance test results and evaluation as well as all trip reports and meeting minutes. Exhibit "A" City of Round Rock Fire Station 10 January 30, 2025 Page 3 b.Provide re-commissioning services through the warranty phase. Review the building operation ten-(10) months after substantial completion with the O&M staff. Facilitate a warranty period meeting with contractors and facility staff to address unresolved construction and operational deficiencies associated with commissioned systems as well as deficiencies identified in the post occupancy review. We will assist the O&M staff in developing a plan for resolving outstanding issues. c.Coordinate and supervise required opposite season or deferred testing and deficiency corrections and provide the final testing documentation for the Commissioning Record and O&M manuals. This may be reported later as an addendum to construction phase commissioning report. II.CLARIFICATIONS AND ASSUMPTIONS A.WSP has budgeted for costs associated with eleven (11) site visits to complete the basic scope of services as follows: 1.Construction phase a.Five (5) for commissioning progress meetings and pre-functional checks b.Five (5) for functional performance testing c.One (1) for Seasonal Testing/Warranty Walk and Cx Issues Log resolution & verification. B.WSP is not responsible for the final equipment installation, operation, or related warranty issues. The owner should imply no guarantee from the commissioning process as the process cannot provide guarantee that defects do not exist. C.This proposal is based on the assumption that the installing contractors will have pre-tested their equipment and systems and that all equipment and systems will be fully functional at the time of testing. D.WSP is not responsible for design concept, design criteria, compliance with codes, design or general construction scheduling, cost estimating or construction management. WSP may assist with problem-solving or resolving nonconformance or deficiencies, but ultimately that responsibility resides with the Design Team, the Contractor, and their sub-contractors. E.This proposal is based on the assumption that the functional testing will be conducted in a continuous fashion on a Monday through Friday basis and that there will be no interruptions or down time while our staff is on-site. If functional testing cannot proceed unimpeded during normal operating hours (M-F 8-5) thus causing after hours testing WSP will submit a request continue testing after hours to the owner for approval as Additional Services. F.This proposal is based on the assumption that the project areas will not be occupied during commissioning activities. G.This proposal is based on the assumption that the commissioning team will have timely access to areas that contain equipment selected to be commissioned. H.This proposal is based on the assumption that safe and OSHA approved access to system and equipment that is not located on floor level will be provided at no cost to our staff members. Exhibit "A" City of Round Rock Fire Station 10 January 30, 2025 Page 4 I.This proposal is based on the assumption that one (1) full size set and two (2) half size set of all drawing packages will be issued to our firm at no cost to our firm. J.This proposal is based on the assumption that all deviations from the Engineers’ design will be explicitly called out in all equipment and systems submittals and contractor shop-drawings. K.This proposal is based on the assumption that the installing contractors will complete pre- functional checklists provided by the equipment manufacturer(s) and all required Start Up checklists per specification. L.Re-testing or re-inspection services for failed equipment or systems not included in this proposal. III.SYSTEM AND ASSEMBLIES TO BE COMMISSIONED Typical Equipment/Systems to be tested Percent Tested Number Tested Mechanical Systems HVAC System Sequence of Operation 1 System Split DX Energy Recovery Unit 100% 1 Gas-Fired Air Handling Units 100% 3 Single Zone DX Split System AC Units 100% 2 Electric Unit Heater 100% 1 Gas Unit Heaters 100% 6 Supply & Exhaust Fans 100% 6 Electrical Lighting Controls 1 System Diesel Generator 100% 1 Automatic Transfer Switches 100% 1 Electrical Panelboards 100% 8 Plumbing Systems Gas Fired Water Heater 100% 1 Domestic HW Distribution System 1-System Exhibit "A" City of Round Rock Fire Station 10 January 30, 2025 Page 5 IV.BUILDING ENCLOSURE COMMISSIONING (BECx) SERVICES WSP will provide Building Enclosure Commissioning (BECx) services for roofing, waterproofing, and vertical enclosure and cladding systems at the City of Round Rock - Fire Station 10. Enclosure commissioning to align with the requirements for IECC 2021, ASTM E2813-12: Standard Practice for Building Enclosure Commissioning, ASTM E2947-16a: Standard Guide for Building Enclosure Commissioning, NIBS Guideline 3-2012, and ASHRAE Guideline-0 2005. Construction Administration (CA) Phase 1.Commissioning Plan (CxP) Development: Enclosure team will develop the BECx sections of the Commissioning Plan which will serve as a point of reference for the project team for all matters relative to the commissioning program. The Commissioning Plan will provide a project design narrative, a summary of the commissioning process, a list of the commissioning team members and their roles and responsibilities, a list of documentation tools for the commissioning process, a list of the enclosure systems to be commissioned from the design phase through construction phase, and an expected timeline for program milestones. The Commissioning Plan is a living document. The BECx sections will be updated throughout the design, construction, and post occupancy process to match the BECxA’s involvement. 2.Kick off meeting: Conduct the construction phase commissioning kick-off meeting with the MEP Commissioning Authority. The general contractor, construction manager, enclosure subcontractors, design team, and owner or owner’s representative are encouraged to attend this meeting. The meeting will cover Cx activities (including testing) related to the following enclosure systems: a.Below-grade waterproofing b.Air and vapor barriers c.Cladding d.Fenestration 3.Submittal and Shop Drawing Review: Review up to four (4) building enclosure system shop drawing packages and up to eight (8) product data submittal packages. WSP will provide comments through marked-up drawings and product data, summarizing any major concerns. Each shop drawing/product data submittal package returned with BECx comments will be considered one (1) review. If additional reviews are requested, WSP can provide them at $2,000 per shop drawing review and $500 per product data review. WSP will provide an additional services letter for your signature upon receiving the request. 4.Site visits and Testing Observation: Conduct up to five (5) periodic on-site construction observation. After each visit, WSP will provide a field report with photograph documentation to illustrate our findings and an issues log for tracking and maintaining deficiencies. Two (2) of these visits can be utilized to observe building enclosure functional performance testing completed by others such as water and air infiltration testing. Exhibit "A" City of Round Rock Fire Station 10 January 30, 2025 Page 6 B. Close Out Phase 1. Final Commissioning close-out Report: Compile summary documentation of all building enclosure commissioning deliverables provided throughout the commissioning process. This includes Drawing and specification reviews, Cx Plan, submittal reviews, and site visit and testing reports. V. ENCLOSURE COMMISSIONING EXCLUSIONS A. Production of CSI-format design specifications for any of the building enclosure systems. B. Production of Construction Documents for the building enclosure systems for inclusion in the Construction Documents. C. Execution and performance of the enclosure functional testing will be procured and provided by others. D. Cost estimating. VI. ENCLOSURE COMMISSIONING ASSUMPTIONS A. The Owner, and/or personnel appointed by the Owner, will be available to provide WSP with written acceptance of, and comments on, the design documentation during each phase of the Project. B. A code consultant retained by the Architect or Owner will be brought on board to assess code considerations, prepare and submit a fire protection report for the project and lead negotiations with the local authority having jurisdiction. The Code Consultant will also specify the requirements for life safety systems such as emergency communications systems, if required. WSP will address any relevant criteria in acoustical recommendations and reports. C. Key Owner and project personnel and project documentation will be made available during the period of WSP services in order for WSP to provide analyses, reports and conduct design coordination in a timely and thorough fashion. VII. PROJECT SCHEDULE A. WSP will work with the Architect, and Contactor to develop a Project Schedule of important commissioning milestones and a detailed functional testing schedule for the Contractor review and approval. Exhibit "A" City of Round Rock Fire Station 10 January 30, 2025 Page 7 VIII. COMPENSATION A. WSP will provide the Commissioning Scope of Services, listed herein, as a separate lump sum fee in as follows: Sixty-Two Thousand Three Hundred Fifty and 00/100 US Dollars by phase in accordance with the fee table listed below. MEP & CONTROLS COMMISSIONING Construction Administration Phase $ 16,000 Acceptance Testing Phase $ 9,900 Post-Occupancy Phase $ 3,450 Sub- Total $ 29,350 BUILDING ENCLOSURE COMMISSIONING Commissioning Plan (CxP) Development $ 2,500 Construction Administration Phase – Reviews & Kick off meeting $ 13,500 Construction Administration Phase – Site Visit & Testing Observation $ 15,000 Close-out Phase $ 2,000 Sub- Total $ 33,000 TOTAL $ 62,350 IX. EXPENSES Reimbursable Expenses– Not to Exceed * $ 2,500 *. Reimbursable expenses include out-of-town travel, lodging, meals, and any equipment or materials necessary for five site visits, as described in the site visit scope above ($500 per visit). All other expenses incurred by WSP during the execution of commissioning for this project are covered under the lump sum fee listed in the table above. X. ADDITIONAL CONSULTING SERVICES A. Re-testing or re-inspection services for failed equipment or systems. B. Commissioning services for systems or equipment that is not explicitly listed in the above section SYSTEMS AND ASSEMBLIES TO BE COMMISSIONED. 1. Fire and Life Safety 2. Security Systems 3. Start-up plan development. 4. Witnessing of equipment or system start-ups. 5. Commissioning services during standard non-business hours or on weekends or federally/state recognized holidays. 6. Final punch list 7. LEED v4 Documentation Exhibit "A" City of Round Rock Fire Station 10 January 30, 2025 Page 8 XI.HOURLY RATES FOR ADDITIONAL SERVICES Classification Hourly Billing Rate (US$) Senior Vice President I $ 295 Vice President $ 265 Assistant Vice President $ 200 Lead Consultant $ 175 Senior Consultant $ 155 Consultant $ 140 Associate Consultant $ 115 Project Coordinator $ 80 XII.STANDARD TERMS AND CONDITIONS A.The attached Standard Terms and Conditions are incorporated in, and made a part of, this work authorization and any contract made between the parties relating to this work. This proposal represents our understanding regarding the project and supersedes all prior negotiations, representation, or agreements (written or oral). Confirmation of this proposal is based on the review of your prime agreement. Any amendments shall be made in writing and signed by both parties. Trusting this meets with your approval, please sign, and return one copy to our office authorizing us to proceed. Work will begin upon receipt of your authorization. We appreciate the opportunity to submit this proposal and look forward to working with you on this project. Respectfully, WSP USA Buildings Inc. Ryan Bloom, PE, CxA, LEED AP Vice President Authorized by: The City of Round Rock Hayden Schiller Title Date Exhibit "A"