R-2021-144 - 5/27/2021RESOLUTION NO. R-2021-144
WHEREAS, the City of Round Rock ("City") desires to retain professional consulting services
related to the design of the Kinningham House; and
WHEREAS, Mode Design Company has submitted an Agreement for Professional Consulting
Services to provide said services; and
WHEREAS, the City Council desires to enter into said agreement with Mode Design
Company, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on behalf of the City an
Agreement for Professional Consulting Services Related to the Design of the Kinningham House with
Mode Design Company, a copy of same being attached hereto as Exhibit "A" and incorporated herein
for all purposes.
The City Council hereby finds and declares that written notice of the date, hour, place and
subject of the meeting at which this Resolution was adopted was posted and that such meeting was
open to the public as required by law at all times during which this Resolution and the subject matter
hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act,
Chapter 5 51, Texas Government Code, as amended.
RESOLVED this 27th day of May, 2021.
CRAIGORG, Mayor
City of round R9ck, Texas
ATTEST:
SARA L. WHITE, City Clerk
01 12.20212; 00472152
EXHIBIT
CITY OF ROUND ROCK AGREEMENT FOR
-PIROFESSIONAL CONSULTING SERVICES RELATED TO
THE DESIGN OF THE KINNINGHAM HOUSE
WITH
MODE DESIGN COMPAN-Y
THE STATE OF TEXAS
THE CITY OF ROUND ROCK
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THIS AGREEMENT for professional consulting services related to design services for
the KinninghamHouse (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, 1'exas 78664-5299 (the "City"), and MODE DESIGN COMPANY, located at iO3
Woods Lane, Cedar Park, Texas 78613 (the `'Consultant").
RECITALS:
WHEREAS, professional services related to the design of the iCinningham House (the
P roj ec t)are desired by the City; and
WHEREAS, City desires to contract with Consultant for these professional services; and
into WHEREAS, the parties desire to enter this Agreement to set forth in writing their
respective rights, duties and obligations hereunder.
a
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 th*ls Agreement has been signed by
in Is
each party hereto, and shall remain full force and efi'ect Unless and unti0 it expires by operation
of the tenr indicated herein, or is terminated as provided herein.
B* 1'he term of'this Agreement steal! costimence upon executios1 and terminate Upon
successful completion of the seryices, "I*he Project is estimated to be completed no later than
September I , 2022.
C. Cic, and the Consultant reserve the right Io rcvie%% the Agreement at any time,
and ma) elect to terminate the Agreement with or %v'1'th0L1t cause or may elect to continued
2.0 CITY SERVICES
City agrees to provide the services to Consultant as described ire Exhibit `'A'° titled '°City
Services," incorporated herein by reference for all purposes.
Consultant has issued its proposal for services, such proposal for services being attached
to this Agreement as Exhibit "B" titled "Scope of Services," which shall be referred to as the
Scope of Services of this Agreement and incorporated herein by reference for all purposes.
Consultant shall satisfactorily provide all services described herein and as set forth in
Exh*1bExhibitB#4'`in the pursuant to the schedule set forth in Exhibit '`C," attached hereto and
incorporated herein by reference. Consultant shall perform services in accordance with this
Agreement, in accordance with the appended Scope of Services and in accordance with due care
and prevailing consulting industry standards for comparable services.
4v0 LIMITATION TO SCOPE OF SERVICES
Consultant's undertaking shall be l0 6
imited to performing services for City andalor advising
City concerning those matters on which Consultant has been specifically engaged. Consultant
and City agree that the Scope of Services to be performed is enumeratedi"n Exhibit "B," attached
hereto and incorporated herein by reference, and may only be modified by a written
Supplemental Agreement executed by both parties as described in Section 10-0.
590 CONTRACT AMOUNT
In consideration for the professional consulting services to be performed by Consultant,
City agrees to pay Consultant an amount not -to -exceed Eighty -Six Thousand Seven Hundred
Fifty and No) r 100 Dollars (a'86750.00) as set forth in Exhibit "D" titled "Fee Schedule,,"
incorporated herein by reference for all purposes.
690 INVOICE REQUIREMENTS; TERMS OF PAYMENT
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
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necessary, Consultant shall make all records and books relating to this Agreement available to
the City for inspection and auditing purposes.
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Payment of Invoices: The C'ioty reserves the right to correct any error that mav binvoice discovereddin any 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 8.01 here*in,. Under no circu stances shall Consultant be entitled to
receive interest on ayare ecause oments which late bf a good faith dispute between Consultant
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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 responsib0e for any sales, gross receipts or similar taxes
applicable to the services, but not for taxes based upon Consultant's net income.
7.0 INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements set forth at:
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8.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251 V.T.C.A., Texas Govern ent Code, any pay ent to be
ade by the Cit o Consultantwmade within(30) daysperformance
y till be
of the date the
of the services under this Agreement are completed, or the date the City receives a correct
invoice for the services, whichever is later. Consultant may charge *interest on an overdue
payment at the "rate in effect" on September i of the fiscal year in which the payment becomes
overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251 A25(b). This
Prompt Payment Policy does not apply to payments made by the City in the event.
(c) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds; or
invoice a00(d) The is notmailed to the. City with any instruction
in
on the purchase order relating to the payment.
3
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Z0.0 SUPPLEMENTAL AGREEMENT
11I ODEFAULT
I
100 Ib
Z�ermination of this Agreement shall extinguish all rights, duties, and obligations of the
terminating theterminated party to fulfill contractual obligations. Termination under
party terminated
this section shall not relieve the terminated party of any obligations or 6iabilities which occurred
prior to termination.
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Nothing contained in this section shall require the City to pay for any work which it
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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 it
the P1rtg provides the other Party %%-oth written notice of such default and the other fails to
satisiactarily cure such default within ten (10) btisincss days o9' receipt of` such notice (or a
greater time if"agreed upon between the Parties).
'rhe termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating Party and the terminated Party eo fulfill contractual obligations.
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1'eemination 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 tmsatisfactory, or which is not performed in compliance with the terms of this Agreement,
IS.
0 independent Consultant is an contractor, and is not the City's employee. Consultant's
employees or subcontractors are not the City's employees. TI1is Agreement does not create a
partnership, employer -employee, or joint venture reBationship. No part) has authority to enter
into contracts as agent for the other party. Consultant and the City agree to the follo%%ing rights
consistent with an "Independent contractor relationship:
(I) 1% ior
ConSUItant has the right to pertorm services others during the terir� Ibereo9�.
(2) Consultant has tfie sole right to control and direct the means, mirtiner and method
b,° %tihich it performs its services required b) thiy Agree:neait.
(3) Consultant has. the right to hire assistants as sicbcontraccors, oi• to use en1plo}ees
to provide the services by this Agreement.
(6} City shall not require Consultant or its employees or subcontractors to devote full
the services requiredtime to performing this Agreement.
(7) Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, ar other fringe benefit
plan of the City.
14.0 CONFIDENTIALITVio MATERIALS OWNERSHI?�
I
Agreement.
10
The parties recognize and understand that the City is subject to the Texas Public
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Information Act and its duties run in accordance thereevith.
Notwithseanding anyth'j'ng to the contrary conta'ined herein, neither party shall be
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obligated to treat as confidential any informatioa� disclosed by the other party (the D'Isclosing
its Party"') which: (1) is rightfully known to the recipient prior to disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
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Neither the City nor Consultant will be liable to the other for 'Inadvertent or accidental
disclosure of Confidential Information i6' the disclosure occurs n000vithstanding the party's
exercise of the same level of protection and care that such party customarifly uses'in safeguarding
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its own proprietary and confidential information.
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rights to use, copy or otherwise exploit or create derivative works from ConSUItant's Building
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15-.0 WARRANTIES
Consultant represents that all services performed hereunder shall be performed consistent
with generally prevailing professional or industrial standards, and shall be performed in a
professional and workmanlike manner. Consultant shall re -perform any work not in compliance
with this representation.
16.0 LIMITATION '
F LIABILITM
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 attrobutable to
negligence, willful misconduct or misrepresentations by the City,, its directors, employees or
agents.
Neither parry's liability, in contract, tort (including negligence) or any other legal or
equitable theory, (a) shall exceed the professional fees paid or due to Consultant pursuant to this
Agreement or (b) include any indirect, incidental, special, punitive or consequential damages,
even if such party has been advised of the possibility of such damages. Such excluded damages
inclUde, without limitation, foss of data, loss of profits and loss of savings of revenue.
17.0 INDEMNIFICATION
Consultant shall save and hold harmless City and its officers and employees from all
4 claims and liabilities due to activities of his/her/itself and h*1s./her/its agents or employees,,
performed under this Agreement, which are caused by or which result from the negligent error,
Omission, or negligent act of Consultant or of any person employed by Consultant or under
Consultant's direction or control.
Consultant shall also save and hold City harmless from any and all expenses, including
but not limited to reasonable attorneys° fees which ma y° be incurred by City in litigation or
otherwise defending claims or liabilf*ties which may be imposed on City as a result of such
negligent activities by Consultant., its agents, or employees.
18.0 ASSIGNMENT AN[) DELEGATION
"riie parties each hereby b'snd themselves, their successors,
representatives to each other lvith respect to the terms of' this Agreement,
assign any rights or delegate anv dunes tinder this Aureement withoLot the
written approval, which approval shall not be unreasonably withhe9d.
19.0 LOCAL., STATE AND FEDERAL TAXES
assigns and legal
Neither party- ma)
other �arty's prior
Consultant shall pay all income taxes. and FICA (Social SecLirity and Medicare taxes)
incurred while performinlo services under this Agreement. ['he City will not do the fol9o%4ing:
(I) Withhold FICA from ConsLAltant's payments.. or make FICA payiajents on Its
behalf;
(2) Make state and/or federal tmnemployment compensation contributions on
Consultant's behalf,* or
(3) Withhold state or federal income tax frain any of ConRiftant's payments.
If requested, the City shall provide Consultant with a eertificate from the Texas State
Comptroller indicating that the Cit, is anon -profit corporation and not subject to State of l�exas
Sales and Use -Fax.
Consultant covenants and represents that Consultant its *of%ficers, emplu)ces, ag;ent .
consultants and subcontractors «ill have iio tinancia! interest, direct or indirect, in the pUrchase
or sale ofany product, materials ur equipmentthat%%iI[ be recominended or rcgciired heo•eunder.
I
22.0 DESIGNATION OF REPRESENTATIVES
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The C*Ity hereby .he following representative authorized to a.. '. its behalf
W'Ith regard to th'I's Agree ent:
Richard W1*11
Bui"Idi*ng Construct'I"on Manager
General Servi*ces Department
212 Commerce Cove
Round Rock Texas 78664
(512) 34 1 .3311
ricliardwill�-'(.(-"..4roLindrockte.xas
The Consultant hereby des'ignates the follow*tng representative authorized to act on its
behalf wl"th regard to thl's Agreement:
Ryan Hansanuwat,0 a
103 Woods Lane
Cedar Park, Texas
(5 12) 733�1 150
ry a n m o d e d c. t i s
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23.0 NOTICES
All notices and other communi*cations in connection with this Agreement shall be `.
9 a &
a ollows,
writing and shall be considered given as f
When del'i'vered personally rec'ipient's".`'.^s`/'ta`e.,r...n`.,
(2) Three (3) days after bei"ng deposited in the United States mail, W'Ith postage
prepaid to thereci*p'ient's address as stated in this Agree ent.
Nofi'ce to Consultants.
MODE Des'ign Company
103 Woods Lane
Cedar Park Texas
Nofi'ce to Ci'tys
City Manager,
City ...c..'..''
221 East Ma'l'n Street
Stephan i.. Sheets, City flttorne>,
309 Last nr9ai0B Street
Round Rock. TX 78664
10
Nothing contained in this section shall be constr�'ed to restrict the transmisst*on ofroutine
COMMLillications bet%%,een represientafi*ves of the C"iand Consultant.
24.0 APPLICABLE LAW-9 ENFORCEMENT AND VF,.NUE
I
This Agreement shall be enforceable in Round Rock., Teas, and if legal action is
necessar, b), wither party with respect to the ent'orcement of any or all of°the terms or conditions
herein, exclusive venue for same shall lie ire Williamson CountY, Texas. *rhis Agreement shall
be governed by and constrUed in accordancewith the laws and court decisions ot� Texas,
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27.0 SEVEl2ABiLITY
30.0 RIGHT TO ASSURANCE
Whenever either party to this Agreement., in good faith, has reason to question the other
party S intent to perform hereunder, then demand may be to the other party for written
assurance of intent t e to perform. Ira the event that no wri4ten assurance is given within the
reasonable time specified when demand is made, then and in that event the demandingparty may
treat such failure an repudiationantllc9lpatory of this A reementO
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Tune i16is s of the Essence. Consultant agrees that time of the essence and that any fair:re
of Consultant to complete the services for each Phase of this Agreement within the agreed
Projectschedule may constitute a material breach of the Agreervient.
tinder this Agreement by the parties.
Section Numbers. The Section numbers and hcadings contained herein are pruvidt°d E`or
convenience only and shall have no substantive effect can construction of Ahis Agreement.
[Signacdsres
on the following page.]
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock, Texas
BY:
Printed Name..
aaaaaamaaaaam
T'Itle
Date S i e 4
For City, Attest:
B Y:
Sara L. White, City Clerk~
For City, Approtiied as to Form:
BY: -00
C
Stephan L Sheets ity Attorney
MODE Imo: Company
B ye
Printed Y4ame.
T*1(le:
Date Si*gned:
,,it 1, di tzo0J�.e
Exhibit A - Gly Services
InIfial Informotion. Client sholl provide information on o timely manner for the Projecl including a wrilten program,
desp'gn ond construction schedule, proied constraints and triteria and any special criteria perioining to the Proiect
Cheni shall furnis surveys, test., ��s ���+ors, reports requiredby law, and theservices ogeotechnical engineers
to include test boring, determino lions of sold bearing volues, percolotion lests, evaluations of hozordous materials
with written reports and recornendalions.
Budget. Client shall establish a budgel for the Project, en"..vkr,,..ding (1) the ud el for the Cost of Work, (2) the client
other posts, (3) reasonable co11t8f1g$3nc6eS reloled to a9l these cysts. The Client shalt update the budget for the
Project as necessary throughout the duration of the Proie,.1-11 unfil final completion. If the Client significonfly increases
or decreases the budget for the Cost of Work, the CI en# shall notify the Architect. The Client and the Architect
shall thereafter agree lo a corresponding change in the Prcied's scope and quality.
If, through no fault of the Architect, construction bidd ng his not commenced wilhon 90 days after the Architect
submits the Construction Documents., the Client's budget the Cosl of Work shill be adjusted to reflect changes
in
the
general
level
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If the Client"s budget for the Cost of Work of the conclusion of the Construction Documenis phoseis exceeded by
the lowest bona fide bid, the Client shall
1. Gb've wr10 itten approval of on increase in the budget for the host ofWork;
2. Authorize rebidding the Prol'ect wig m a reasc-inale time,
3, Terminate the PT-olect
4. Revise the PFOlect program, scope or quality as required lo ceice the Cost of Work
Implement
� any
mutually
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the modifications as on Additionol Service
The Client shall obtain the following consullants:
1 . civil Engineer
2. Geotechnical Engineer
5.4 Architect shall reto'n the following Consultants
1. Mechanicol Engineer
2. Electrical Engineer
3. Plumbing Engineer
4. Struclural Engineer
Exhibit B - Architect Service
Bidding and Permitting
The Architecl shill assist 1he owner in reviewing the Iffst of potential bidders and responding to bidder questions
as needed. Owner shall be responsible for securing ail permits required for construct -ion end as needed for their
business function. Perchitect shall assist owner in providing information needed by the authority having
jurisdiction to obtain a building permil on on as needed basols.
As needed, the Architect shall review submittals provided by the ontractor to review for conformance with the
design intent and quality of material's and/ter systems,
Architect shall coordinate its services with those provided by Client and Client's consultants, but shall not be
responsoble for the occurocy, compleleness, and timeliness of services and information provided by li nt and
Client's consultants.
Architect shall perform services consistent with Ihe professional skosil end care ordinarily provided by orchitects
Practicing "in the some Iocal"Ity under the some brcumstances. The Architect shall perform ids services in a timely
manner consislent with such professional skill and core ord-Inarldy provided by orchilects practicing ire the some
locality under the same circumsionces.
The Architect shall not be responsible for o Client's directive or substitution, or for the Client's acceptance of non-
conforming work, mode or given without the Arcitect's written approval,
The Architect shall have no control over, charge or, or responsibility for the construction means, methods,
I'mlechniques, sequences or procedure, or for safety precautions ond Progroniso n connenon with the Work, nor
shall Archeted be responsible for the Contractor's failure to perform the Work gn accordonce wilh the requiremenIs
of the Contract Documents.
The Architect shall not be required to make exhaustive or continuous on -site inspedions to check the quality or
quontity of the Work,
The Architect sholl provide the following firniteConstruction Phase services and if limits hove been reached,
Archootect shall notify Client in wrifing:
1. Two (2) reviews of each Submittal
2. Twelve (12) visits t the site during onstruct`or,
3. Two {2} visits to site Io verify substantial completion
4. Two (2) visits to site to verify final completion
Exhibit C
City of Round Rock - Kinningham Park
MODE Design COfrpany
Ryan Hansanuwat ft*JM Sun wa wwXU1
Strom"# lnenenat 1 March
Two
tow Ats+
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tM
1N,'?i3 -T -17-
j{71lrt1�tlt O�+Kn
low Rnk
'.001t FARO
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Atview of Desyn
tkagn
Develo" WIT
low An#
1t15 i tiacwn
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;122/2P21 lf1
DocvnKnu
SuOm+t for oeI n"t
M WOOne
kmf Bell=n CO
o%
S/h,/2oi r a
To add mon Acts, kvwx Mw rows AW4 Oft OW
03 woods Icxr,fs
cedar park, !x 78613
ryon� modedc.us I www.modedc.us
M-j/I f'l //� - /T t- 1 512 733 1150
Exh b9s D Fee Schedule
Compensatoon �Lump-5um):
Scheniatic
Architecture $10o50000
Design
Development
Construefion
Bidding
nermitt'
Ong
Construction
M
a echanicol, Electrical and PlumbingPlumbingr,g�c,e�roEng
5truc#uro1 nineering
556,750 00
513898m,
Total 586,750 00
The following ore our genera compensation provisions.
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byeimbursable Expenses are in oddl*tion to compensation for Bosic and Addli'lonal Services and �n�lud� expenses ir���rr�d
the Architect and Arch;tect°s employees directly reloted to the profect as 6-denI4*118-ed below
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? - -iion ovia tnin pr,,,)Ipc 00 OIJ41 oe, jun A
Fees u --i d I o r - U• lon s,
insj)a-,h0[) lee
P Ab Cl j Fj
A4
3 � �Y'1 M• \ •�
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oil
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Reimbursable Expenses ore be.1ed al 1 15 times the expense., incurred by the Architect.
HOURLY RATE SCHEDULE
B'rincipol S20d 00
Project Manager $150.00
Interior Designer S 14.40
Designer S 110.00
Admin'strafive/Cler t_a` 90.00
Statement of Ju rssdaCtivn
The Texas oord of ArcilecluroA Exorni�ters dos burosdict on over conipla'inis regording the pfofessdo�,& pra��ices o� persons
registered os archoects in Te:�mS_ P-0. BOA 12337r Austin, jet 787 11 512-305-9 00