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CM-2017-1354 - 4/14/2017CITY OF ROUND ROCK AGREEMENT FOR CONSULTING SERVICES FOR CONSTRUCTION AUDIT SERVICES WITH R.L. TOWNSEND & ASSOCIATES. LLC THIS AGREEMENT for Consulting Services to perform construction audit services for a Construction Manager at Risk (CMAR) project (the "Agreement") is made 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 (hereinafter referred to as "City"), and R. L. Townsend & Associates, LLC, with offices located at 5056 Tennyson Parkway, Suite 100, Plano, TX 75024 (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, City desires to contract for Consultant's assistance in providing advisory services in connection with a CMAR Project valued at approximately $26,000,000.00; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder; NOW, THEREFORE, WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 1.01 EFFECTIVE DATE, DURATION, AND TERM A. This Agreement shall be effective on the date this Agreement has been signed by each party hereto ("effective date"), 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 expire upon successful completion of the services. 1.02 SCOPE OF WORK The Consultant shall satisfactorily provide building construction consulting services for specified City construction projects, as described in the Proposal attached Exhibit "A," "Scope of Services." Consultant shall satisfactorily provide all services and deliverables in a professional and workmanlike manner. Consultant's undertakings shall be limited to performing services for the City and/or advising the City concerning those matters on which Consultant has been specifically engaged. 00374242'ss2 1.03 CONSULTING FEE A. The not- to -exceed fee for the consulting services set forth in Exhibit "A" shall be Twenty -Six Thousand One Hundred Fifty and No/100 Dollars ($26,150.00). B. No additional reimbursement for travel expenses or any other costs whatsoever are authorized hereunder. Any travel expenses are included in the not -to -exceed fee set forth in Paragraph A above. 1.04 TERMS OF PAYMENT A. To receive payment, Consultant shall prepare and submit detailed monthly invoices to the City, in accordance with the delineation contained herein, for services rendered. Such invoices 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. B. 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. C 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 1.06 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. 1.05 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 2 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. 1.06 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. 1.07 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. 1.08 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. (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. 1.09 CONFIDENTIALITY; AND 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 4 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. 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. 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; and Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods, techniques, processes, software, or other similar information which may have been discovered, created, developed or derived by Consultant either prior to or as a result of its provision of services under this Agreement. 1.10 TERMINATION; DEFAULT 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, 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 5 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. 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. 1.11 INSURANCE Consultant shall meet all City of Round Rock Insurance Requirements set forth at: http-.,"i�, r.roundrocktexas.p,ov/vm-content/uploads/2014/12/corr insurance _07 20112 pdf. 1.12 INDEMNIFICATION Consultant and the City each agree to indemnify, defend and hold harmless the other from and against amounts payable under any judgment, verdict, court order or settlement for death or bodily injury or the damage to or loss or destruction of any real or tangible property to the extent arising out of the indemnitor's negligence in the performance of this Agreement. 6 1.13 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. 1.14 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES Consultant, its consultants, agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits, licenses, trademarks, or copyrights required in the performance of the services contracted for herein, and same shall belong solely to the City at the expiration of the term of this Agreement. 1.15 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: A. When delivered personally to recipient's address as stated in this Agreement, or B. 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: R.L. Townsend & Associates, LLC 5056 Tennyson Parkway, Suite 100 Plano, TX 75024 Notice to City: City Manager Stephan L. Sheets, City Attorney 221 East Main Street AND TO: 309 East Main Street Round Rock, TX 78664 Round Rock, TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Consultant. 1.16 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 7 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. 1.17 DISPUTE RESOLUTION If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator, the City shall select one mediator and Consultant shall select one mediator and those two mediators shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with the mediation shall be shared equally by the parties. 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. 1.18 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. Consultant shall not be deemed to be in default of its obligations to the City if its failure to perform or its substantial delay in performance is due to the City's failure to timely provide requested information, data, documentation, or other material necessary for Consultant to perform its obligations hereunder. 1.19 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. 1.20 GENERAL AND MISCELLANEOUS The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. 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. This Agreement shall evidence the entire understanding and agreement between the parties and shall supersede any prior proposals, correspondence or discussions. 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. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City of Rouncj-Rock, Texas R.L. Townsend & Associates, LLC, Consultant By: (/) U(�/ By: ba GL._ .Aft I Printed Name: Printed Name:E'.}+r�- `C��,yn•. Title: G� Title:{r Date Signed: Date Signed: -��- For City, Attest: By: �CA&-TWV 4�- Sara L. Wfifte, City Clerk For City Approved as to Form: B Stephan Sheets, City Attorney 0 EXHIBIT "A" "SCOPE OE SERVICES" City of Round Rock, Texas =K Proposal to Perform Construction Audit Services for a Construction Management at Risk (CMAR) Project Valued at Approximately $26,000,000 R. L. Townsend & Associates, LLC 5056 Tennyson Parkway, Suite 100 Plano, TX 75024 (972)403-1829 www.rltownsend.com Submitted by: Debbie Townsend - President Email: datownsend@rltownsend.com Cell: (972) 679-6762 1. FIRM BACKGROUND R. L. Townsend & Associates was established by Rich Townsend in 1984 to provide construction audit services and construction cost control consulting services for owner -clients throughout the United States. Over the past 30 years, we have evolved from a single -person operation to our present firm size of 10 professional construction audit associates and 5 construction audit assistants. Both owners of R. L. Townsend & Associates (Rich and Debbie Townsend) are licensed Certified Public Accountants, Certified Construction Auditors and Certified Construction Auditors. Our firm is currently involved in construction audit activity on construction projects across the United States with a combined value of approximately $6 billion. During the last 4 years, our construction audit activity has helped our owner customers achieve audit -related cost recovery and/or cost avoidance savings of approximately $33 million. The typical construction audit/construction cost control services we provide include: • Construction contract compliance cost verification audits • Construction management and contract administration process reviews • Construction/architect and engineer (A&E) contract compliance • Pre -approved and/ or post -approved change order reviews • Preconstruction cost reviews • Review of construction contractor proposed guaranteed maximum price (GMP) proposals • RFP and contract language reviews and recommendations • Assistance with construction contractor and subcontractor bid reviews • Construction cost control seminars/presentations/workshops Partnership March 2, 2017 1 R. L. Townsend & Associates, LLC 2, TYPICAL CONSTRUCTION AUDIT OBJECTIVES OF WORK Typical construction auditing scope and objectives include: • Determine that billings and payments for selected construction projects are in accordance with contract and supporting documents. • Determine that various construction related costs are not duplicated. • Determine the appropriate pricing of change orders. • Identify opportunities for cost avoidance. • Provide information that will result in cost recoveries and/or to evaluate time commitments in relation to contracts. • Our typical construction audits include reviews of the construction contracts, change orders, payment applications, and the underlying contractor records. • See Appendix "A" for a more detailed description of the typical basic services covered by our construction audits. • Our construction audit services usually result in the identification of contract and/or contract administration control enhancements, which help our clients enhance the effectiveness of their construction contract management process. • Our observations and any related recommendations are communicated to our clients on an as -needed basis during our construction audit activity. Also, in many cases, we are involved on the front end of projects to ensure controls are in place. We do this via presentations, meetings, and/or reviews of documentation. • Many of our clients have sent representatives to our training seminars on construction cost control, which emphasize best practice construction cost control and construction audit March 2, 2017 2 R. L. Townsend & Associates, LLC Resumes for R. L. Townsend & Associates Key Personnel Certifications Certified Construction Auditor Certified Internal Auditor Certified Public Accountant Certified Fraud Examiner Debbie Townsend Executive Construction Cost Control Consultant Debbie Townsend joined the firm in 1997 and has been active as our managing partner since 2001. Effective January 1, 2012, she became the president of R. L. Townsend & Associates and is responsible for managing the majority of our professional team members on the construction audit engagements currently performed by the firm. Prior to joining R. L. Townsend & Associates, Debbie was an internal audit manager with Electronic Data Svstems. Education Cal State University, Fullerton B.S., Accounting Associations National Association of Construction Auditors The Institute of Internal Auditors Association of Fraud Examiners Partial List of Construction Audit Experience Government Healthcare • Port of Seattle — SEATAC Airport • MD Anderson Cancer — NorthStar Terminal Center (Houston, TX) • City of Austin, TX • Houston Methodist • City of Las Cruces, NM Hospitals (Houston, TX) • University of Texas Public School Districts Southwest Medical Center • Austin ISD (Austin, TX) (Dallas, TX) • Conroe ISD (Conroe, TX) . University of Texas • Ysleta ISD (EI Paso, TX) Medical Branch (Galveston, TX) Higher Education • University of Texas Systems • Memorial Hermann (Austin, Dallas, EI Paso, . Medical University South Galveston, Houston, Tyler) Carolina • Houston Community College • CaroRegional System Medical Center (Mount Holly, NC) • Baylor University • University of North Texas Real Estate • University of Pennsylvania • USAA Real Estate • Temple University (Commercial Office • University of Wyoming Buildings) • New Mexico State University • GM Financial —Operation Center March 2, 2017 3 R. L. Townsend & Associates, LLC Rlch Townsend Executive Construction Cost Control Consultant Rich Townsend founded R. L. Townsend & Associates in 1984 to perform construction audits for organizations throughout the United States. Since 1985, he has also been active as a seminar leader for professional development training programs related to construction contract auditing and construction cost control. He also continues to serve as one of our engagement managers for construction audit consulting services for manufacturing, real estate development, higher education, health care, retail, government, and oil & gas organizations. Certifications Education Associations Certified Construction Auditor Waynesburg College National Association of Certified Internal Auditor B.S., Accounting Construction Auditors Certified Public Accountant The Institute of Internal Auditors Partial List of Construction Audit Experience Government Higher Education • City of Austin, TX • University of Texas Systems (Austin, • City of Cape Coral, FL Dallas, EI Paso, Galveston, Houston, • City of Phoenix, AZ Tyler) • State of Utah — Division of Facilities • Texas A&M University System and Construction Management • Johns Hopkins University • University of Pennsylvania Healthcare • San Francisco State University • University of Texas Southwest Medical • University of San Francisco Center (Dallas, TX) • Pepperdine University • University of Texas Medical Branch • University of San Diego (Galveston, TX) • University of Utah • University of California — Irvine Medical Center (Irvine, CA) • Scripps Hospital (San Diego, CA) Manufacturing & Oil & Gas • Sharp Hospital (San Diego, CA) • Bristol Myers Squibb (Princeton, NJ) • Carolinas Healthcare System (Charlotte, • Eli Lilly Corporation (Indianapolis, IN) NC) • Calumet Montana Refining (Great • Pittsburgh Children's Hospital Falls, MT) (Pittsburgh, PA) • Magellan Midstream Partners (Tulsa, OK) Real Estate • Prometheus Group (Multi Family Residential Projects • USAA Real Estate (Multi Family Residential Projects) Townsend & Associates, Certifications Certified Construction Auditor Project Management Professional Patricia Farrell -Shear Senior Construction Auditor Patricia joined the firm in 2008 and has more than 25 years of professional experience in construction and IT project management, contract administration, vendor relations, facilities maintenance, and audit management. She served as the SAS 70 audit manager within the Alliance Data Systems Utilities Services division. Previously while working at American Airlines, Patricia specialized in developing and leading effective customer service and project teams, oversaw the operation and building maintenance for a number of facilities worldwide, and administered vendor/contractor agreements. Early on, she held a variety of managerial positions within the design and construction industries, representing the owner, architect, and construction manager. Education Central CT State University B.S., Industrial Technology Specialization in Construction Management Partial List of Construction Audit Experience Higher Education • University of Texas Systems (Austin, Dallas, EI Paso, Galveston, Houston, Tyler) • University of North Texas • University of Houston Healthcare • MD Anderson Cancer Center (Houston, TX) • Houston Methodist Hospitals (Houston, TX) • University of Texas Southwest Medical Center (Dallas, TX) • University of Texas Medical Branch (Galveston, TX) Associations National Association of Construction Auditors Project Management Institute Commercial • Cyrus One — Regional Data Centers • GM Financial — Operation Center Other • Port of Seattle — SEATAC Airport — NorthStar Terminal • USAA Real Estate (Commercial Office Buildings) March 2, 2017 5 R. L. Townsend & Associates, LLC Certifications Certified Construction Auditor Chris Irpino Senior Construction Auditor Prior to joining R.L. Townsend and Associates in 2008, Chris had 20 years of experience working for a large multinational corporation. Beginning with global facilities design and construction project management, he transitioned into construction contract control and audit services. His collaboration with R. L. Townsend & Associates on capital project audits resulted in substantial cost recovery savings of well over $10M. Education Indiana University M.B.A., Operations Management University of Illinois B.S., Engineering (cum laude) Partial List of Construction Audit Experience Higher Education • University of Texas Systems (Austin, Dallas, EI Paso, Galveston, Houston, Tyler) • Texas A&M University System • Baylor University • Johnson & Wales • University of Houston • University of Pennsylvania Healthcare • MD Anderson Cancer Center (Houston, TX) • Houston Methodist Hospitals (Houston, TX) • University of Texas Medical Branch (Galveston, TX) • CoxHealth Hospital (Springfield, MO) Associations National Association of Construction Auditors Commercial • The Richards Group • Texas Instruments (Dallas, TX) Real Estate • Stoneleigh Companies • SBR Real Estate Holdings Other • Port of Seattle — SEATAC Airport — NorthStar Terminal • USAA March 2, 2017 6 R. L. Townsend & Associates, LLC W'090" w i �_ 14r --A i Certifications Certified Construction Auditor Certified Management Accountant Ed Matisoff Senior Construction Auditor Ed Matisoff has more than 20 years of professional experience in accounting, audit, finance, and contract administration, with education and training in a variety of industries, including real estate, construction, telecom, hospitality, and not-for-profit. Prior to joining R. L. Townsend & Associates in 2008, Ed served as controller, construction auditor, and operations executive for several Fortune 500 companies as well as smaller firms. He has specialized in real estate strategic planning and operations, with responsibilities in accounting, financial planning, and lease and construction audits. Education Bentley University B.S., Accounting Partial List of Construction Audit Experience Healthcare • MD Anderson Cancer Center (Houston, TX) • Houston Methodist Hospitals (Houston, TX) • University of Texas Southwest Medical Center (Dallas, TX) • University of Texas Medical Branch (Galveston, TX) • CHI St. Luke's Health (Houston, TX) • Medical University of South Carolina Real Estate • USAA Real Estate (Commercial Office Buildings) • American Campus Communities Associations National Association of Construction Auditors The Institute of Internal Auditors Institute of Management Accountants Higher Education • University of Texas Systems (Austin, Dallas, EI Paso, Galveston, Houston, Tyler) • Houston Community College System • University of North Texas Other • Hill International • Prevailing Wage Rate Surveys (Austin, Dallas, EI Paso, Galveston, Houston) March 2, 2017 7 R. L. Townsend &Associates, LLC Trey Walker Senior Construction Auditor Trey joined R. L. Townsend & Associates in 2010. Prior to that, Trey served as Operations Specialist 2nd Class in the United States Navy. Trey's construction audit experience includes: Centers of Higher Education, Sports Venues, Hospitals, Retail Stores, Mixed-use Commercial Properties, Office Buildings, Energy Plant, and Pipelines; with projects ranging in size from $5M to $437M. Certifications Education Associations Certified Public Accountant University of Texas, Dallas M.S., Accounting National Association of Certified Construction Auditor University of Texas, Dallas Construction Auditors B.S., Accounting & Information Management, (magna cum laude) Partial List of Construction Audit Experience Higher Education Healthcare • University of Texas Systems (Austin, • MD Anderson Cancer Center Dallas, EI Paso, Galveston, Houston, (Houston, TX) Tyler) • Houston Methodist Hospitals • Southern Methodist University (Houston, TX) • Temple University • University of Texas Medical Branch • Houston Community College (Galveston, TX) • Memorial Hermann (Houston, TX) • University of Texas Southwest Oil & Gas Medical Center (Dallas, TX) • Magellan Midstream Partners (Tulsa, Ok) • Calumet Montana Refining (Great Falls, Other MT) • USAA • Whole Foods • Brookshires March 2, 2017 8 R. L. Townsend & Associates, LLC Anna Nicodemus Senior Construction Auditor Anna Nicodemus joined R. L. Townsend & Associates in 2015. Prior to 2015, Anna was the VP of Internal Audit at Belo Corp, a public media company, for 10 years and prior to that Anna spent 19 years in various internal audit roles at EDS (now HP), a public global IT and services company. Anna spent 7 months on assignment in 2016 as interim CAE at the University of Texas at Arlington. Certifications Education Associations Certified Internal Auditor State University of New York Institute of The Institute of Internal Auditors Certified Public Accountant Technology at Utica/ Rome Dallas IIA Certified Fraud Examiner B.S., Accounting (summa cum laude) Partial List of Construction Audit Experience Higher Education • University of Texas Systems (Austin, Dallas, EI Paso, Galveston, Houston) • Texas A&M University System • University of North Texas • University of Utah Healthcare • University of Texas Southwest Medical Center (Dallas, TX) • University of Texas Medical Branch (Galveston, TX) Public School Districts • Ysleta ISD (EI Paso, TX) Real Estate • USAA Real Estate (Commercial Office Buildings) Sarah Carraher _-AM Construction Auditor Sarah Carraher graduated from The University of Texas at Dallas in 2015 and re- joined R.L. Townsend & Associates after serving as a Construction Auditor - Assistant the previous summer. Sarah began the Master's Degree in Accounting program in 2013. During graduate school, she served as an audit intern for The University of Texas at Dallas, Dr Pepper Snapple Group, and Weaver & Tidwell, L.L.P. She is a Certified Internal Auditor and has passed the Certified Information Systems Auditor exam. Certifications Certified Internal Auditor Education Houston Baptist University B.A., Summa Cum Laude University of Texas at Dallas M.S., Accounting Partial List of Construction Audit Experience Higher Education • University of Texas Systems (Austin, Dallas, EI Paso, Galveston, Houston, Tyler) • Houston Community College System • Baylor University • Southern Methodist University • University of North Texas • University of Pennsylvania Healthcare • MD Anderson Cancer Center (Houston, TX) • Medical University South Carolina Other • Lowe's Data Center Associations The Institute of Internal Auditors Association of Fraud Examiners Information Systems Audit and Control Association March 2, 2017 10 R. L. Townsend & Associates, LLC Kyle Smith Construction Auditor Kyle joined R. L. Townsend & Associates in 2016. Prior to that, Kyle worked as a Project Engineer for Technip in the oil and gas industry. As a Project Engineer, Kyle worked on projects ranging from $200M to $2.18 involving the design, fabrication, and installation of offshore platforms for various clients. He graduated from Baylor University with a B.S. in Mechanical Engineering. Prior Career Experience • Facilitated and managed the Management of Change Process • Developed and managed the project Material Management plan • Developed the Interface Management Plan • Managed the development and progress of project monthly report and deliverables • Assisted in the development of Project Execution Plans and Technical Proposals. • Managed the package engineers for the development of the following PO Packages: Special Flanges, Vents & Arrestors, Pressure Regulators, Oxygen Analyzers, Manual Angle Valves, Field Transmitters, Level Devices, Local Gauges, Air Pallet, Pigging Interlock, Chemical Injection Quills, Hose & Hose Connectors, Hose Reels, Restriction Orifices & Orifice Plates, Fabricated Spools, Flow Meters, Hoists and Trolleys, Misc. Lifting & Handling Equipment, Free Vents, Exhaust Vents with Flappers, Fast Rescue Craft, Survival Craft, Misc. Safety Equipment • Facilitated the production of isometrics for piping engineering • Facilitated and resolved technical conflicts between disciplines • Facilitated the interfaces between engineering leads, project management and clients • Aided in the development of design standards and technical specifications. • Assisted in man-hour allocation • Assisted in the development of the Project Execution Plans and Technical Proposals • Assisted in the management of the Hull and Topsides Equipment List Partial List of Construction Audit Experience • MDACC Cancer Center (Houston, TX) • Baylor University (Waco, TX) • University of Texas Southwest Medical Center (Dallas, TX) • University of Texas Medical Branch (Galveston, TX) • Magellan Midstream Partners — (Tulsa, OK) Saddlehorn Pipeline Rachel Townsend Smith Construction Auditor Rachel joined R. L. Townsend & Associates in 2016. Prior to that, Rachel worked as a pipeline engineer in the oil and gas industry. As a pipeline engineer, Rachel worked on projects ranging from $80M to $225M involving the fabrication and installation of subsea structures and pipelines in the Gulf of Mexico. She graduated from Baylor University with a B.S. in Mechanical Engineering. She is currently working to obtain her M.S. degree in Accounting and Professional Engineer license. Prior Career Experience • Reviewed invoices for $49M diving PO. Over $750k was saved during the invoice review • Managed $1.5M fabrication PO (fabrication of riser spools, subsea spools and riser clamps) • Managed 36k PO (fusion bonded epoxy coating for induction bends) • Technically evaluated bids for multiple fabrication contractors and coating contractors • Develop scope of work documents for fabrication work and coating work • Develop request for proposal documents for fabrication work and coating work • Manage six inspectors at various fabrication locations • Manage material logistics between various contractor locations • Review and approved contractor invoices • Review and approved contractor change orders • Prepare monthly accrual statements for client • Prepare permits modification packages for the Bureau of Safety and Environmental Enforcement • Interface with client team and 3rd party contractors (fabrication contractors, dive contractors, and inspection contractors) • Prepare riser spool and subsea spool fabrication drawings • Review project schedule and dive contractor schedule during execution work and prepare weekly schedule variance summary reports. Inefficiencies were identified and incorporated into proiect Partial List of Construction Audit Experience • University of Texas Systems (Dallas, Arlington) • Houston Community College System • University of Wyoming • University of Texas Southwest Medical Center (Dallas, TX) • Ysleta ISD 3. CONSTRUCTION AUDIT SERVICES FEE PROPOSAL We propose to perform construction audit services for a City of Round Rock CMAR project with a Guaranteed Maximum Price contract value of approximately $26,000,000 for an "all inclusive" not to exceed audit fee of $26,150. Our proposed Not to Exceed fee covers the time we estimate our team will spend performing the agreed upon construction audit services. The following is a breakdown of our time estimate: Classification Hrly Rate Hours NTE Fee Estimate Breakdown Project Executive - Rich or Debbie Townsend $ 195.00 30 $ 5,850.00 Senior Construction Auditor $ 150.00 40 $ 6,000.00 Construction Auditor $ 125.00 60 $ 7,500.00 Construction Audit Assistant $ 85.00 80 $ 6,800.00 Intern $ 25.00 0 $ - Total 210 $ 26,150.00 The mutually agreed upon NTE fees will be billed on a "hours worked" basis over the life of the engagement. Note: The agreed upon NTE fee covers any travel expenses we expect to spend in connection with the engagement. March 2, 2017 13 R. L. Townsend & Associates, LLC 4. RYIERENCIES Client Name University of Texas System Brief Program Description Since 2001, we have been providing construction audit services for the Examples of Projects Audited OFPC office of the University of Texas under an IDIQ contract Client Reference - Director of Facilities arrangement. Sample of Individual Projects Projects audited have primarily consisted of education facilities, healthcare facilities, office facilities, sports facilities, and residence halls with CMAR or Design Build Cost Plus Fee with GMP contracts. Projects audited have ranged in size from $5 million to $440 million. Since 2011, Client Reference Contact: Sr. PM we have completed audits of approximately 60 OFPC managed projects Project Manager: and approximately 20 project for MD Anderson Cancer Center. Client Reference: Exec Director of Acctg:Gary Barnard (512) 499-4318 gbarnard@utsystem.edu Senior PM at UTD: Vince Yauger (972) 4893008 vyauger@utsystem.edu Client Name Houston Community College Brief Program Description Since 2015, we have been providing construction audit services for 14 CMAR projects with a total contract value of approximately $265 million that are being constructed for Houston Community College. Examples of Projects Audited Projects audited primarily consist of new education facilities. Client Reference - Director of Facilities Chuck Smith (713) 718-7564 charles.smith6@hccs.edu Program Manager Representative Ken Johnson (505) 400-7564 ken.johnson@jacobs.com Client Name University of Houston Brief Program Description Since 2012, we have been providing construction audit services for the OFPC office of the University of Houston under an IDIQ contract arrangement. Examples of Projects Audited Projects audited have primarily consisted of education facilities, sports facilities, central plant facilities, and student center facility projects with CMAR Cost Plus Fee with GMP contracts. Projects audited have ranged in size from $4 million to $101 million. Client Reference Contact: Sr. PM Trent Williams (713) 743-5367 jtwilliams5@uh.edu Project Manager: Mei Chang (713) 743-5729 mmchang@central.uh.edu March 2, 2017 14 R. L. Townsend & Associates, LLC Appendix "A" Typical Basic Services Scope of Work Covered During Our Construction Audits 1. Read the construction contract agreement to obtain an understanding of the provisions therein 2. Meet with the Contractor to gain a general understanding of how transactions relative to the Project are processed 3. Review the Contractor's method for computation of any construction cost to be reimbursed requiring prior approval by Client, if provided by the contract agreement General Conditions: a. Determine whether the contractor's charges for labor and labor burden, materials and equipment are in accordance with the terms of the contract agreement s. Review to ensure that all specified bonds and required insurance policies are purchased by the Contractor for the specified amount as stated in the contract agreement Subcontracts: 6. Review bid process for subcontracts, review leveling of bids and reconcile to subcontract amount 7. Obtain from the Contractor copies of subcontractor agreements between the Contractor and its respective subcontractors. s. Review of Subcontractor status reports to determine change order activity by subcontractor 9. For subcontractors, obtain from Contractor copies of the labor rate (and related labor rate breakdowns) provided to the Contractor by the subcontractors and review the labor rates and burden calculation to determine whether they are in accordance with the contract agreement and whether the rates are reasonable in terms of the job scope and comparable market rates io. For subcontractors with a significant amount of equipment in their change orders, obtain from the Contractor and its subcontractors copies of their equipment rental rates to determine whether they are in accordance with the provisions of the contract agreement ii. For subcontractors, review commodity material prices to determine whether they are in accordance with the provisions of the contract agreement and whether the material prices are reasonable in terms of the job scope and comparable market rates 12. Review the subcontractor's current Schedule of Values and compare to what is billed on the owner payment application 13. Review of subcontracts for allowances and back charges Payment Applications: ia. Review all applications for payment, and review the underlying documentation to determine whether amounts are reimbursable and reasonable in accordance with the terms of the contract is. Review for any job -owned equipment to ensure that appropriate credit is received for all equipment purchased and charged to the job March 2, 2017 15 R. L. Townsend & Associates, LLC ''i Proposal — Appendix "A" - Continued Typical Basic Services Scope of Work Covered During Our Construction Audits Use of Contingency Funds and Owner Changes: 16. Review a sample of significant change order requests submitted by the Contractor and determine whether amounts are reimbursable in accordance with the terms of the contract 17. Analyze the Contractor's accounting for "Allowance" and "Contingency" items and verify that they have been incurred in accordance with the terms of the contract Credits: is. Select a sample of costs incurred by Contractor and determine if there are any credits due from the Contractor related to discounts, rebates, sales of surplus material, dividends, and refunds or any nature and determine whether the credits have been properly applied for the benefit of Client i9. Review to ensure that credit is received for any applicable sales of scrap or recyclable material. Final cost reconciliation: 20. As applicable, review the calculations of any incentive fee payments and/or savings to be shared. 21. Reconcile total project expenditures to ensure discrepancies do not exist between contract billings and the actual payments. Review to ensure that duplicate billings, duplicate payments and/or duplicate scope items are detected in a timely manner 22. Reconcile the final Contractor's Application and Certificate for Payment for selected line items to the contractor's cost reports and Schedule of Construction Costs Incurred to Date as submitted by the Contractor March 2, 2017 16 R. L. Townsend & Associates, LLC City of Round Rock ROUND ROCK xH; Agenda Item Summary TE Agenda Number: Title: Consider executing a Consulting Services Agreement with R.L. Townsend & Associates, LLC for construction Audit Services Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 4/14/2017 Dept Director: Chad McDowell Cost: $26,150.00 Indexes: 2014 General Obligation Bonds Attachments: LAF.pdf, R.L. Towsend Assoc Consulting Agreement for CMAR Project FINAL - w -Exhibits (03-10-17) (00374252xA08F8).pdf Department: General Services Department Text of Legislative File CM -2017-1354 Consider executing a Consulting Services Agreement with R.L. Townsend & Associates, LLC for construction Audit Services General Services has reached out to our finance department and asked if they have the expertise and capacity to perform account auditing on the police and fire training project. Susan has stated that this CMAR project auditing is a very specialized task and has agreed that it would be in our best interest to sub -contract this work out. R.L. Townsend is a construction auditing service that specializing in CMAR projects. Townsend will be conducting reviews and audits of subcontracts as well as general condition line items. They will report their findings on a monthly basis to the city's construction manager. Cost: $26,150.00 Source of Funds: Public Safety Training Facility contingency City of Round Rock Page 1 Printed on 411412017