Contract - Mode Design Company - 5/27/2021CITY OF ROUND ROCK AGREEMENT FOR
PROFESSIONAL CONSULTING SERVICES RELATED TO
THE DESIGN OF THE KINNINGHAM HOUSE
WITH
MODE DESIGN COMPANY
THE STATE OF TEXAS §
THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS
COUNTY OF WILLIAMSON §
COUNTY OF TRAMS §
THIS AGREEMENT for professional consulting services related to design services for
the Kinningham House (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 (the "City"), and MODE DESIGN COMPANY, located at-T03
Woods Lane, Cedar Park, Texas 78613 (the "Consultant"').
RECITALS:
WHEREAS, professional services related to the design of the Kinningham House (the
``Project'') are desired by the City; and
WHEREAS, City desires to contract with Consultant for these professional 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 as provided herein.
B. The term of this Agreement shall commence upon execution and terminate upon
successful completion of the services. The Project is estimated to be completed no later than
September 1, 2022.
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.
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290 CITY SERVICES
City agrees to provide the services to Consultant as described in Exhibit "A" titled "City
Services," incorporated herein by reference for all purposes.
390 SCOPE OF SERVICES
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
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E x. hl" bl'o t "B" in the pursuant to the schedule set forth in Exhibit "Cl" 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.
4eO LIMITATION TO SCOPE OF SERVICES
Consultant's undertaking shall be limited to performing services for City and/or advising
City concerning those matters on which Consultant has been specifically engaged. Consultant
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and City agree that the Scope of Services to be performed i*s enumerated in 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 I O-Oo
5.0 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/100 Dollars ($86,750.00) as set forth i*n Exhibit "D" titled "Fee Schedule,"
incorporated herein by reference for all purposes.
6.0 INVOICE REQUIREMENTS; 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 professional 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.
Should additional backup material be requested by the City relative to service
Consultant shall comply promptly. In this regard, should the City determine ideliverables, t
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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.
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 I*n Section 8.01 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 neti'OncomeO
790 INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements set forth at0
:
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8.0 PROMPT PAYMENT POLICY
In accordance with Chapter 225 1, V.T.C.A., Texas Government Code, any payment to be
made by the City to Consultant will be made within thirty (30) days of the date the performance
of the 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 i*n effect" on September 1 of the fiscal year i*n which the payment becomes
overdue, in accordance with V.T.C.Ae,, Texas Government Code, Section 2251.025(b). This
Prompt Payment Policy does not apply to payments made by the City I*n the event:
(a) There is a bona fide dispute between the City and Consultant,, a contractor,,
subcontractor, or supplier about the service performed that cause the payment
to be late; or
(b) There i*s a bona fide dispute between Consultant and a subcontractor or
between a subcontractor and its supplier about the service performed that
causes the payment to be late; or
(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.
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9*0 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the Cl*ty'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 i*n question. The City may affect
such termination by giving Consultant a written notice of termination at the end of its then -
current fiscal year.
10.0 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by CityYCouncil or bthe City Manager, if the City determines that there
has been a S*isignificanticant change n (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.
11.0 TERMINATION; DEFAULT
Termination: It is agreed and understood by Consultant that the City or Consultant may
terminate this Agreement for the convenience of the City or Consultant, upon thirty (30) days'
written notice to Consultant or City, 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 i*n 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 for without restriction on future
use. Should the City subsequently contract with a new consultant for continuation of service on
the Project, Consultant shall cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of the
terminating party and the terminated party to fulfill contractual obligations. Termination under
this section shall not relieve the terminated party of any obligations or liabilities which occurred
prior to termination.
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.
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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 i*n 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.
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Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
12.0 NON-SOLICITAT[0N
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve (12) months thereafter, neither the City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved, directly or indirectly, i*n the performance of
this Agreement. This provision shall not prohibit the hiring of any person who was solicited
solely through a newspaper advertisement or other general solicitation.
13.0 INDEPENDENT CONTRACTOR STATUS
Consultant i*s an independent contractor, and is not the City's employee. Consultant's
employees or subcontractors are not the Ci*ty'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.
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(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.
14.0 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 Pecrott information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that the City i*s 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 i*s 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 i*s 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.
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) i*s released by the Disclosing Party to any other person or entity (including
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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 for of process, provided that (without breaching any legal or
regulatory requirement) the party to who the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information of the other to a third party asYabe required by law, statute, rule or regulation,
including subpoena or other similar for 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 i*n 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 Linder the terms of this Agreement (the '`Deliverables"); and
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
techniques, processes, software, or other similar information which may have been discovered,
created, developed or derived by Consultant either prior to or as a result of its provision of
services under this Agreement (other than Deliverables). Consultant shall have the right to retain
copies of the Deliverables and other items for its archives. Consultant's working papers and
Consultant's Confidential Information (as described herein) shall belong exclusively to the
Consultant. "Working papers" shall mean those documents prepared by Consultant during the
course of performing the Project including, without limitation, schedules, analyses,
transcriptions, memos, designed and developed data visualization dashboards and working notes
that serve as the basis for or to substantiate the Project. In addition, Consultant shall retain sole
and exclusive ownership of its know-how, concepts, techniques, methodologies, ideas, templates,
dashboards, code and tools discovered, created or developed by Consultant during the
performance of the Project that are of general application and that are not based on City's
Confidential Information hereunder (collectively, "Consultant's Building Blocks"). To the
extent any Deliverables incorporate Consultant's Building Blocks, Consultant gives City a non�
non-transferable, royalty -free right to use such Building Blocks solely in connection
with the deliverables. Subject to the confidentiality restrictions mentioned above, Consultant
may use the deliverables and the Building Blocks for any purpose,, Except to the extent required
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by law or court order, City will not otherwise use, or sublicense or grant any other party any
rights to use, copy or otherwise exploit or create derivative works from Consultant's Buildiniz
Blocks.
City shall have anon-exclusive, non -transferable license to use Consultant's Confidential
Information for City's own internal use and only for the purposes for which they are delivered to
the extent that they for part of the Deliverables.
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 i*n a
professional and workmanlike manner. Consultant shall re -perform anyworknot inco pliance
with this representation.
16.0 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of the City or of this
Agreement, then and in that event the City shall give written notification to Consultant;
thereafter, (a) Consultant shall either promptly re -perform such services to the City's satisfaction
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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,.
Neither party I i
s liability, n contract, tort (including negligence) or any other legal or
equitable theory, (a) shall exceed the professional fees paid or due to Consultant pursuant to this
Agreement or (b) include any indirect, incidental, special, punitive or consequential damages,
even if such party has been advised of the possibility of such damages. Such excluded damages
include, without limitation, loss of data, loss of profits and loss of savings of revenue.
17.0 INDEMNIFICATION
Consultant shall save and hold harmless City and its officers and employees from all
claims and liabilities due to activities of his/her/itself and his/her/its agents or employees,
performed under this Agreement, which are caused by or which result from the negligent error,
ion, or negli
omissgent 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 may be incurred by City in litigation or
otherwise defending claims or liabilities which may be imposed on City as a result of such
negligent activities by Consultant, its agents, or employees.
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18.0 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors., assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party may
assign any rights or delegate any duties under this Agreement without the other party prior
written approval, which approval shall not be unreasonably withheld.
19.0 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing 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 anon-profit corporation and not subject to State of Texas
Sales and Use Tax.
20.0 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
A. Consultant, its consultants, agents, employees and subcontractors shall use best
efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the
City of Round Rock, as amended, and with all applicable rules and regulations promulgated by
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local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits,
licenses, trademarks, or copyrights required i*n 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 2270, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (I) does not boycott Israel; and (2) will not boycott
Israel during the term of a contract. The signatory executing this Agreement on behalf of
Consultant verifies Consultant does not boycott Israel and will not boycott Israel during the term
of this Agreement.
21.0 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required hereunder.
22.0 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act on its behalf
with regard to this Agreement:
Richard Will
Building Construction Manager
General Services Department
212 Commerce Cove
Round Rock, Texas 78664
(512) 341m3311
richardw*illticl,roundrocktexas.izov
The Consultant hereby designates the following representative authorized to act on its
behalf with regard to this Agreement:
Ryan Hansanuwat, Principal
103 Woods Lane
Cedar Park, Texas
(512) 733m 1150
rvan(c,modedc.LIS
23.0 NOTICES
All notices and other communications in connection with this Agreement shall be i*n
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 i*n the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
MODE Design Company
103 Woods Lane
Cedar Park, Texas
Notice to City40
:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
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AND TO:
Stephan L. Sheets,, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of the City and Consultant.
24.0 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable i*n Round Rock, Texas. and i,f legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall
be governed by and construed in accordance with the laws and court decisions of Texas.
25.0 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
expressly agree that, in the event of any conflict between the terms of this Agreement and any
other writing, this Agreement shall prevail. No modifications of this Agreement will be binding
on any of the parties unless acknowledged in writing y au by the dulthorized governing body or
representative for each party.
26.0 DISPUTE RESOLUTION
The City and Consultant hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any Proceeding under the Federal
Arbitration Act (9 USC Section I - 14) or any applicable state arbitration statute.
27.0 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this Article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
28.0 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the 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.
29.0 GRATUITIES AND BRIBES
City, may by written notice to Consultant, cancel this Agreement without incurring any
liability to Consultant if I*t is determined by City that gratuities or bribes i"n the for 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.,
30.0 RIGHT TO ASSURANCE
Whenever either party to this Agreement, i*n good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure an anticipatory repudiation of this Agreement.
31.0 MISCELLAlvEOUS PROVISIONS
Time is of the Essence. Consultant agrees that time is of the essence and that any failure
of Consultant to co,mplete the services for each Phase of this Agreement within the agreed
Project schedule may constitute a material breach of the Agreement.
Consultant shall be fully responsible for its delays or for failures to use reasonable efforts
in accordance with the terms of this Agreement. Where damage is caused to City due to
Consultant's failure to perform in these circumstances, City may withhold, to the extent of such
damage, Consultant's payments hereunder without a waiver of any of City's additional legal
rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid
unreasonable delays in the orderly progress of Consultant's work.
Force Majeure. Notwithstanding any other provisions hereof to the contrary, no failure,
delay or default i*n 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 i*n any way restrict the performance
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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 who 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.]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock, Texas
By: V1 YVA
Printed Name: 5,,=A 141WAU
Title: w V
Date Signed:
' 5# 2, ?--,,
For City, Attest:
By: A,@j*
Sara L. White, City Clerk
For City, Ap roved as to Form:
By:
Loy
Stephan A. Sheets, City Attorney
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MODE Design Company
By: Uct--- v
Printed ame: R441 NArI�ArJvc�rA�f
Title: 'PRes%oes 1.,�
Date Signed: N�lq l2os-I
Exhibit A - City Services
Initial Information. Client shall provide information in a timely manner for the Project including a written program,
design and construction schedule, project constraints and criteria and any special criteria pertaining to the Project.
Client shall furnish surveys, test, inspections, reports required by law, and the services of geotechnical engineers
to include test boring, determinations of soil bearing values, percolation tests, evaluations of hazardous materials
with written reports and recommendations.
Budget. Client shall establish a budget for the Project, including (1) the budget for the Cost of Work, (2) the client's
other costs, (3) reasonable contingencies related to all these costs. The Client shall update the budget for the
Project as necessary throughout the duration of the Project until final completion. If the Client significantly increases
or decreases the budget for the Cost of Work, the Client shall notify the Architect. The Client and the Architect
shall thereafter agree to a corresponding change in the Project I s, scope and quality.
If, through no fault of the Architect, construction bidding has not commenced within 90 days after the Architect
submits the Construction Documents, the Client's budget for the Cost of Work shall be adjusted to reflect changes
in the general level of prices in the applicable construction market.
If at any time the Architect's estimate of the Cost of Work exceeds the Client's budget, the Architect shall make
appropriate recommendations to the Client to adjust the Project's size, quality, or budget.
If the Client's budget for the Cost of Work at the conclusion of the Construction Documents phase is exceeded by
the lowest bona fide bid, the Client shall
1. Give written approval of an increase in the budget for the Cost of Work;
2. Authorise rebidding the Project within a reasonable time;
3. Terminate the project
4. Revise the Project program, scope or quality as required to reduce the Cost of Work
5. Implement any other mutually acceptable alternative
If the Client chooses to reduce project scope. due to the lowest bona fide bid exceeding the Client's budget due
to market conditions the Architect could not reasonably anticipate, the Client shall compensate the Architect for
the modifications as an Additional Service.
The Client shall obtain the following consultants:
I . Civil Engineer
2. Geotechnical Engineer
5.4 Architect shall retain the following consultants:
1 . Mechanical Engineer
2. Electrical Engineer
3. Plumbing Engineer
4. Structural Engineer
Exhibit B — Architect Service
Schematic Design
The Architect shall review the program with the Owner and evaluate p t n t I a I space plan configurations. The
Architect will perform an initial analysis of the layout to conform with applicable codes and regulations. The
Schematic Design documents shall consist of drawings and other documents including atwo-dimensional floor
plan layout of the space, interior elevations of walls and/or millwork, reflected ceiling plan and a finishes
narrative. Two (2) revisions of design resulting in an increase in scope via increase in square footage over 10%
or construction cost of 10% are anticipated in this phase. Additional changes beyond initial two (2) revisions will
be charged at the hourly rate listed above.
Design Development
Based upon the Owner's approval of the Schematic Design Documents, the Architect shall produce Design
Development documents that will consist of further detailing of the selected design. Design Development
Documents shall consist of plans, sections, elevation, typical construction details and layouts of systems such as
structural, mechanical and electrical systems. One (1) revision of design resulting in an increase in scope via
increase in square footage over 10% or construction cost of 10% are anticipated in this phase. Additional
changes beyond initial revision will be charged at the hourly rate listed above.
Construction Documents
Based upon the Owner's approval of the Design Development Documents, the Architect shall incorporate the
design into a working set of construction documents that will be used for the construction of the space and for
bidding and permitting. The Construction Documents shall consist of Drawings and/or Specifications setting
forth the design intent, quality of materials and systems and other requirements for the project. Zero (0) revisions
of design resulting in an increase in scope via increase in square footage over 10% or construction cost of 10%
are anticipated in this phase. Additional changes at this phase will be charged at the hourly rate listed above
Bidding and Permitting
The Architect shall assist the owner in reviewing the list of potential bidders and responding to bidder questions
as needed. Owner shall be responsible for securing all permits required for construction and as needed for their
business function. Architect shall assist owner in providing information needed by the authority having
jurisdiction to obtain a building permit on an as needed basis.
Construction Observation
The Architect shall advise and consult with the Owner during construction to ensure design intent, quality of
materials and system and other requirements for the project are being met by the contractor. The Architect shall
visit the site as needed to review any conditions the Owner requires assistance on. As needed, the Architect shall
review applications for payment provided by the Contractor to review conformance with the Contract Documents
and construction progress.
As needed, the Architect shall review submittals provided by the Contractor to review for conformance with the
design intent and quality of materials and/or systems.
Architect shall coordinate its services with those provided by Client and Client's consultants, but shall not be
41
responsible for the accuracy, completeness, and timeliness of services and information provided by Client and
Client's consultants.
Architect shall perform services consistent with the professional skill and care ordinarily provided by architects
practicing in the same locality under the same circumstances. The Architect shall perform its services in a timely
manner consistent with such professional skill and care ordinarily provided by architects practicing in the some
locality under the same circumstances.
The Architect shall not be responsible for a Client's directive or substitution, or for the Client's acceptance of non-
conforming work, made or given without the Architect's written approval.
The Architect shall have no control over, charge or, or responsibility for the construction means, methods,
techniques, sequences or procedure, or for safety precautions and programs in connection with the Work, nor
shall Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements
of the Contract Documents.
The Architect shall not be required to make exhaustive or continuous on -site inspections to check the quality or
quantity of the Work.
The Architect shall provide the following limited Construction Phase services and if limits have been reached,
Architect shall notify Client in writing:
1. Two (2) reviews of each Submittal
2. Twelve (12) visits to the site during Construction
3. Two (2) visits to site to verify substantial completion
4. Two (2) visits to site to verify final completion
Exhibit C
City of Round Rock - Kinningham Park
MODE Design Company
Ryan Hansanuwat Proiect Start Date: 3/8/2021
Scrolling
increment-
1 March April
i
t
TM@ i
Low Risk
MODE Design Co
(M
3/8/2021 21
Schematic Design
..; .,
low Risk
CORR PARD
(ft
3/30/2021
Review of Design
Design
Low Risk
KSS & Barorn
0%
4/5/2021 21
Development
Construction
Low Risk
MODE Design Co.
0w6
4/27/2021 28
Documents
Submit for permit
Milestone
MODE Design Co
M
5/26/2021 0
To add more data, Insert new rows ABOVE this one
1 O woods lane
3 cedar park, tx 78613
Eryan�c�modedc.us � www.modedc.us
,/' Jul ► 1 512 733 1 150
Exhibit D — Fee Schedule
Compensation (Lump -Sum):
Schematic
Design
Architecture $10,500.00
Design
Development
$12,750-00
The following are our general compensation provisions.
Construction
Documents
$21,500.00
Bidding &
Permitting
$1,500.00
Construction
Observation
$10,500.00
Mechanical, Electrical and Plumbing Engineering
Structural Engineering
Totals
$56,750-00
$18,000.00
$12,1000.00
Total $86,750.00
Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by
the Architect and Architect's employees directly related to the project as identified below:
1 Fees ci',j D,- -aCur' C�c..fPr-t�v � �� {�thp�'► � !`��iF �? LiI InF? r f •!� ��� + ��,i 'J -)t I ►t�'tG� t J. TAS r � •Jtr I011
0 S
feeS.
�t+� r �� ', t� : C f� u�i� ��ts, }, :��.f . , _�� 5 `� h� �� ��,� �7 ��:�� �i- ir��t� urrl,=6 �tS C-) f S ;-J V ice.E, . R 0 d u r
Expen U p' A! t 1 �� 1 Vr ,7 I" k re C u t r" , �� �,� h'gher i t �� r,l r t �� Ci �.., t G 1, Cl u t k o r� Z P, �:� �� "1 by�1. �� CJ C C? t 1 fi ►� t .� �"
4. 3-D or preSefitat!',,,)n C u,"DI!ttc,ficder"iIIg-S rp uesfed the. Qw nint
Reimbursable Expenses are billed at 1.15 times the expense incurred by the Architect.
HOURLY RATE SCHEDULE
Principal $200.00
Project Manager $150,00
Interior Designer $140.00
Designer $110,00
Administrative/Clerical $90.00
Statement of Jurisdiction
The Texas Board of Architectural Examiners has jurisdiction over complaints regarding the professional practices of persons
registered as architects in Texas. P.O. Box 12337, Austin, TX 787 1 1 / 512-305-9000,
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
i of 1
------------- - ------- --------- - - ----------------- ---- ----------- -------------------------------- -------------- - - - ------------------------------------------ --------------
----------------- --------- -----
OWN"" -W -----------
Complete Nos. 1,o 4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos. i, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number:
of business. 2021.w747625
RHad Enterprises, Inc. ABA MODE Design Company
Cedar Park, TX United States Datefiled:
2 Name o governmental errtity or state agency t at is a party tot a contract or is e ormis05I04/2021
being filed.
City of Round Rock Date Acknowledged,.
--------
g Provide the identification number used by the governmental entity or state agency totr,ackr or identitythe contract, and provide a
description of the services, goods, or other property to be provided under the.'contract.
000000 - Kinningham House
Architectural Design Services
--------- --
Nature of interest
4 -- -
Name of Interested Party City, State, Country (place of business) (check a--- -
pplicable)
-----------------
Controlling intermediary
---------------- ----------
---------------- - -------- ----------- ------------- ---------------------------------------------------------------- ----- -------- ------
------------------- -------------- -- -------- ----------------------------------------------- --------- -- --------- WiNiNNNN! - - - ---------------
--------------- --------- ---------------- --------------- - - ------------------------ - - - - ----------------------- - --------------- - - ---- -----
"OWN"
--------------- ----
-------------------------------------- -------------------- --------- --- ----------------
------------------------------- ---- -------- ----------------------------- -- ------------ - ---- - ----------- ------------------------- ------ ----------------------- ---- ---------------------------------
------ --------- -------------- - ___NN -------- - ----------------------
MOM
------------- -------------
5 Check only if there is NO Interested Party.
X
-------------- -- ----- --------------- ---- ------- - -----------
-------------------- ---------- ----------- ---------------------------
------- - -------------------------- - - ----------- -------------------------- ---- NNW" NM_
6 UNSWORN DECLARATION
My name is A� � Ar4'o� J W AT` and my date of birth is �Zg
address is (� � UQ00DS l.-�a� fc - ------C-2�-���'�� WORMANNORAN. KWAWWAOW
(street) (City) (state) (zip.code) (country)
declare under penalty of perjury that the foregoing. is true and -correct.,
Executed in kwootArASO&J COU-N � County, State of S , on the day of , 20 Z� .
(month) (year)
- ----- ------------- -------------
----------
Signature of authorized agent of contracting business entity
(Declarant)
-- -----------
- - - ----- ------------- - ------ - --------------------------
Forms provided by Texas Ethics Commission www,ethics,. state tx ,us Version Vl,,l,,ceffd98a
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
10fl
Complete Nos,, 1 4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos. 1, 21 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING
1
Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number:
of business. 2021-747625
RHad Enterprises, Inc. DBA MODE Design Company
Cedar Park, TX United States gate Filed:
2
Name of governmental entity -_ or state agency that is a party- to the contract for which the form is 05/04/2021
being filed.
City of Round Rock Date Acknowledged:
05/06/2021
3
Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
000000 - Kinneingham House
Architectural Design Services
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
Intermediary
5
Check only if there is NO Interested Party. X
6
UNSWORN DECLARATION
My name is ,and my date of birth is
My address is 9 -1
(street) (city) (state) (zip code) (country)
declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of , on the day of , 20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission wwwethics.state,tx,us Version Vl,l.ceffd98a