CM-2025-182 - 7/25/2025AGREEMENT BETWEEN THE CITY OF ROUND ROCK
AND MOD ARCHITECTURE + DESIGN
FOR PROFESSIONAL CONSULTING SERVICES RELATED TO
FACILITIES ASSESSMENT AND INITIAL SPACE PROGRAMMING
OF THE ROUND ROCK BUSINESS CENTER
THE STATE OF TEXAS
§
THE CITY OF ROUND ROCK
§ KNOW ALL BY THESE PRESENTS
COUNTY OF WILLIAMSON
§
COUNTY OF TRAVIS
§
THIS AGREEMENT for professional consulting services related to a facilities
assessment an m programmin of the Round Rock Business Center (the "Agreement'), is
made on this�ay of �' 2025, by and between the CITY OF ROUND
ROCK, a Texas home -rule muni pal c ration with offices located at 221 East Main Street,
Round Rock, Texas 78664-5299 (the "City"), and MOD ARCHITECTURE + DESIGN, located
at 409 West Main Street, Suite #201, Round Rock, Texas 78664 (the "Consultant").
RECITALS:
WHEREAS, City has determined that it has a need for professional consulting services
related to a facilities assessment and initial programming of the Round Rock Business Center
hereinafter "Consulting Services"; and
WHEREAS, City desires to contract with Consultant for the Consulting 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, 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 set forth in the introductory
paragraph above, 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 work, estimated to be six (6) months.
4919.2707-5663!ss2
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.
2.0 SCOPE OF SERVICES
A. Consultant has provided its proposal for Consulting Services, such proposal for
Consulting Services being attached hereto as Exhibit "A" 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.
B. Consultant shall satisfactorily provide all Consulting Services described herein
and as set forth in Exhibit "A" in compliance with an agreed upon work schedule. Consultant's
undertaking shall be limited to performing Consulting Services for City and/or advising City
concerning those matters on which Consultant has been specifically engaged. Consultant shall
perform the Consulting Services in accordance with this Agreement in a professional and
workmanlike manner pursuant to the Work Schedule agreed upon by both parties.
3.0 LIMITATION TO SCOPE OF SERVICES
Consultant's undertaking shall be limited to performing the Consulting Services for City
and/or 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 enumerated in
Exhibit "A," and may only be modified by a written Supplemental Agreement executed by both
parties as described in Section 9.0.
4.0 CONTRACT AMOUNT
A. In consideration for providing the Consulting Services, Consultant shall be paid
on the basis of actual hours worked provided by Consultant in accordance with the Fee Schedule
attached hereto as Exhibit "A," and incorporated herein by reference for all purposes.
B. Consultant's total compensation for Consulting Services hereunder shall not
exceed $54,800.00. This amount represents the absolute limit of City's liability to Consultant
hereunder unless same shall be changed by Supplemental Agreement, and City shall pay, strictly
within the not -to -exceed sum recited herein, Consultant's fees for work done on behalf of City.
5.0 INVOICE REQUIREMENTS AND TERMS OF PAYMENT
A. Invoices: To receive payment, Consultant shall prepare and submit detailed
invoices to the City, in accordance with the delineation contained herein, for Consulting Services
rendered. Such invoices for Consulting Services shall track the referenced Scope of Work, and
shall detail the Consulting 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.
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B. Backup Material. Should additional backup material be requested by the City
relative to Consulting Services, Consultant shall promptly comply. 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. Payment of Invoices: The City reserves the right to correct any error that may be
discovered in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of an invoice, the City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section S herein.
D. Taxes. The City is exempt from Federal Excise and State Sales Tax. Therefore,
such taxes shall not be included in Consultant's invoices.
6.0 INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements set forth at:
htti2s:!lwww.roundrocktexas. og vlwp-content/uploads'2024! 12'CORR-Insurance-08-2024.pdf
7.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by the City to Consultant will be made within thirty (30) days of the date the performance
of the Consulting Services under this Agreement are completed, or the date the City receives a
correct invoice for the Consulting 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
2251.025(b). This Prompt Payment Policy does not apply to payments made by the City in the
event:
(1) 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
(2) There is 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
(3) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds; or
(4) 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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8.0 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal
year if the governing body of the City does not appropriate funds sufficient to purchase the
Consulting Services as determined by the City"s budget for the fiscal year in question. The City
may affect such termination by giving Consultant a written notice of termination at the end of its
then- current fiscal year.
9.0 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by City Council or by the City Manager, if the City determines that there
has been a significant change in (1) the scope, complexity, or character of the Consulting
Services to be performed; or (2) the duration of the work. Any such Supplemental Agreement
must be executed by both parties within the period specified as the term of this Agreement.
Consultant shall not perform any work or incur any additional costs prior to the execution, by
both parties, of such Supplemental Agreement. Consultant shall make no claim for extra work
done or materials furnished unless and until there is full execution of any Supplemental
Agreement, and the City shall not be responsible for actions by Consultant nor for any costs
incurred by Consultant relating to additional work not directly authorized by Supplemental
Agreement.
10.0 TERMINATION AND DEFAULT
A. 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 (the
"Date of Termination,") 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 Date of Termination. Consultant shall not be entitled to any lost
or anticipated profits for work terminated under this Agreement. Unless otherwise specified in
this Agreement, all data, information, and work product related to this Project shall become the
property of the City upon termination of this Agreement and shall be promptly delivered to the
City in a reasonably organized form without restriction on future use. Should the City
subsequently contract with a new consultant for continuation of service on the Project,
Consultant shall cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of the
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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B. Default: Either party may terminate this Agreement, in whole or in part, for
default if the Party provides the other Party with written notice of such default and the other fails
to satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the Parties).
If default results in termination of this Agreement, then the City shall give consideration
to the actual costs incurred by Consultant in performing the work to the date of default. The cost
of the work that is useable to the City, the cost to the City of employing another firm to complete
the useable work, and other factors will affect the value to the City of the work performed at the
time of default. Neither party shall be entitled to any lost or anticipated profits for work
terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating Party and the terminated Party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or
liabilities which occurred prior to termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement.
11.0 NON -SOLICITATION
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, in 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.
12.0 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not the City's employee. Consultant's
employees or subcontractors are not the City's employees. This Agreement does not create a
partnership, employer -employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. Consultant and the City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which it performs its Consulting 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 Consulting 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 Consulting Services required by this
Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the Consulting Services required by this Agreement.
(7) Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of the City.
13.0 CONFIDENTIALITY AND MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by the City for use by Consultant
in connection with the Consulting Services to be performed under this Agreement, and any and
all data and information gathered by Consultant, shall be held in confidence by Consultant as set
forth hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of
any proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that the City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
All data relating specifically to the City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. The City's confidential
information and Consultant's confidential information is collectively referred to as "Confidential
Information.'' Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
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
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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.
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.
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 (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
Consulting 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-
exclusive, 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 Building
Blocks.
City shall have a non-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 form part of the Deliverables.
14.0 WARRANTIES
Consultant represents that all Consulting 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.
15.0 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of the City or of this
Agreement, then and in that event the City shall give written notification to Consultant;
thereafter, (a) Consultant shall either promptly re -perform such Consulting Services to the City's
reasonable satisfaction at no additional charge, or (b) if such deficient Consulting 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'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, loss of data, loss of profits and loss of savings of revenue.
16.0 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 frorn 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 may be incurred by City in litigation or
otherwise defending claims or liabilities which may be imposed on City as a result of such
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negligent activities by Consultant, its agents, or employees.
17.0 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of this Agreement. Neither party may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval, which approval shall not be unreasonably withheld.
18.0 LOCAL, STATE, AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing Consulting Services under this Agreement. The City will not do the
following:
(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf;
(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
(3) Withhold state or federal income tax from any of Consultant's payments.
If requested, the City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
19.0 COMPLIANCE WITH LAWS, CHARTER, AND ORDINANCES
A. Consultant, its consultants, agents, employees and subcontractors shall use best
efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the
City of Round Rock, as amended, and with all applicable rules and regulations promulgated by
local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits,
licenses, trademarks, or copyrights required in the performance of the Consulting Services
contracted for herein, and same shall belong solely to the City at the expiration of the term of this
Agreement.
B. In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel during the term of 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.
C. In accordance with Chapter 2274, Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
value of at least One Hundred Thousand and Nor 100 Dollars ($100,000.00) unless the contract
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has a provision verifying that it: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The signatory
executing this Agreement on behalf of Consultant verifies Consultant does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association, and it will not discriminate during the term of this Agreement against a firearm
entity or firearm trade association.
D. In accordance with Chapter 2274, Texas Government Code, a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
value of at least One Hundred Thousand and Noll 00 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of this Agreement. The signatory executing this Agreement on
behalf of Consultant verifies Consultant does not boycott energy companies, and it will not
boycott energy companies during the term of this Agreement.
20.0 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase
or sale of any product, materials or equipment that will be recommended or required hereunder.
21.0 DESIGNATION OF REPRESENTATIVES
The City hereby designates the following representative authorized to act on its behalf
with regard to this Agreement:
Richard Will, Building Construction Manager
City of Round Rock
212 Commerce Boulevard
Round Rock, Texas 78664
richardwi l I �c .,roundrocktexas �;ov
(512) 341-3311
The Consultant hereby designates the following representative authorized to act on its
behalf with regard to this Agreement:
Heather J. Donahue, AIA
MOD Architecture + Design
409 W Main St Ste 201, Round Rock, Tx 78664
(512) 255-2021
22.0 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
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(1) When delivered personally to recipient's address or email address as below; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated below.
Notice to Consultant:
MOD Architecture + Design
409 West Main Street
Suite #201
Round Rock, Texas 78664
Notice to City:
City Manager, City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO:
Stephanie L. Sandre, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of the City and Consultant.
23.0 APPLICABLE LAW, ENFORCEMENT, AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of Texas.
24.0 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties expressly
agree that, in the event of any conflict between the terms of this Agreement and any other
writing, this Agreement shall prevail. No modifications of this Agreement will be binding on any
of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
25.0 DISPUTE RESOLUTION
The City and Consultant hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal
Arbitration Act (9 USC Section 1-14) or any applicable state arbitration statute.
26.0 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this Article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
27.0 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the Consulting Services, responsibilities and duties specified herein and that such
Consulting Services, responsibilities and duties shall be performed, whether by Consultant or
designated subconsultants, in a manner acceptable to the City and according to generally
accepted business practices.
28.0 GRATUITIES AND BRIBES
City, may by written notice to Consultant, cancel this Agreement without incurring any
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City Officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
29.0 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made, then and in that event the demanding party may
treat such failure an anticipatory repudiation of this Agreement.
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30.0 MISCELLANEOUS PROVISIONS
(A) Time is of the Essence. Consultant agrees that time is of the essence and that any
failure of Consultant to complete the Consulting 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.
(B) 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.
(C) 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.
(D) Waiver. No delay or omission by either party in exercising any right or power
shall impair such right or power or be construed to be a waiver. A waiver by either party of any
of the covenants to be performed by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid
unless in writing and signed by an authorized representative of the party against whom such
waiver or discharge is sought to be enforced.
(E) 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
< G _
By:
Printed Name: YYIXJ t�L/!/7P�+
Title: U fy k tr
Date Signed: 7L5�%1/Z5
For City ttest:
By -- —
Ann ranklin, it erk
For City, Approved as to Form:
By:
--'S�p a ie L. Sandre, City Attorney
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MOD Architecture + Design
feat (ei-,7Zbria6�"e
By: Heather Donahue (Jul 11.20] 16:51 COT)
Printed Name: Heather J Donahue
Title: Principte Architect, Partner
Date Signed: 07/11/2025
Exhibit "A"
Scope of Services
15
i\40D*
architecture + design
March 28, 2025
Richard Will
Building Construction Manager
General Services Division, City of Round Rock
212 Commerce Blvd.
Round Rock, Texas 78664
richardwill@roundrocktexas..gov
RE: Fee Proposal for Architectural and Engineering Services
MOD: Architecture is pleased to submit this proposal for Architectural and Engineering
services for the Facilities Assessment and Initial Space Programming of the Round Rock
Business Center located at 231 East Main Street, Round Rock, Texas. We appreciate the
opportunity to support the City of Round Rock in planning for the long-term use and
improvement of this facility, and we look forward to working together on this important
project.
Our understanding is that the project will focus on the North (2-story) building and will include
a comprehensive assessment of the facility's current physical condition. This will encompass an
updated structural evaluation as well as assessment of MEP systems.
In addition, the assessment will include a full building envelope review, including evaluation of
the roof, thermal performance, and weatherproofing systems. A site visit will be scheduled to
include MOD Architecture, structural and MEP engineers, and the envelope reviewer to ensure
a coordinated evaluation.
Following the assessment, a report will be prepared outlining existing conditions, identified
issues, and prioritized recommendations for repairs, upgrades, and long-term improvements.
Finally, MOD will provide initial space programming recommendations focused on optimizing
the building's layout to support the operational needs of the Human Resources and Finance
Departments. These programming efforts will be developed in close coordination with the
findings and recommendations of the structural and MEP assessments to ensure that spatial
planning is fully informed by, and aligned with, the technical capabilities and constraints of the
building's systems. This integrated approach will support a cohesive and practical roadmap for
future improvements.
Scope of Services
Facility Assessment:
c; Data Collection: Review all available information about the building's history, precedent
design and construction documents, and maintenance records.
c; Updated Building Survey: Perform survey relative survey of foundation and roof to
determine extent of building movement since previous survey.
o Visual Inspection: Conduct a thorough on -site inspection to assess the condition of key
building components and systems, including:
o Structural Elements: Evaluation of the foundation and roof systems, review of
prior structural reports (e.g.,1Q & Datum), and modeling/analysis of the existing
steel braced frame using 3D finite element methods.
MEP Elements: Review of all existing MEP systems with focus on areas impacted
by the proposed remodel. Includes assessment of HVAC, plumbing, and electrical
systems and evaluation of their feasibility for reuse or required upgrades.
* Architectural Elements: Includes envelope evaluation (roofing, waterproofing,
thermal performance), general finishes, and space condition assessments.
Building systems: Fire alarms, security systems, and elevators.
0 Code Compliance: Identification of any observable deficiencies in relation to
current building codes and regulations.
0 Functional effectiveness: Evaluate how well the current building layout and systems
support existing or intended use.
Remaining useful life (RU!): Estimate the longevity of major components and systems.
Reporting: Deliver a report detailing findings, deficiencies and prioritized
recommendations for repair, upgrade, or replacement.
Programming
(See Appendix A: "Architectural Programming" for details):
Collaborate with City staff to define goals, space needs, and functional requirements for
the Human Resources and Finance Departments.
Identify programmatic strategies aligned with operational needs.
Evaluate feasibility in terms of space allocation, scheduling, budget, and regulatory
limitations.
Develop a program summarizing spatial requirements, departmental adjacencies, and
functional needs to inform future design work.
Architectural and Engineering Fee Tables:
Facility Assessment
Discipline
Company
Fee
Architectural
MOD Architecture
$12,500
Structural
RDH C&E, LLC
$7,500
MEP
AYS Engineering
$9,800
Total
$29,800
Programming:
Discipline Company Fee
Architectural MOD Architecture $25,000
Total $251000
Project Total: $ 54,800
The following are our general compensation provisions.
Payments for services shall be made monthly in proportion to services performed. Payments are due
and payable within fifteen (15) days of the invoice date.
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:
• Fees paid for securing approval of authorities' jurisdiction over the project;
including but not limited to: TAS registration, review or inspection fees;
• Reproductions, plots, standard form documents, travel, postage, handling and
delivery of Instruments of Service;
• Expense of overtime work requiring higher than regular rates if authorized in
advance by the Owner / Contractor;
Reimbursable Expenses are billed at 1.15 times the expense incurred by the Architect.
Please note that this proposal is intended solely to outline the scope of services and
associated fees for the proposed work. Legal and contractual terms have been
intentionally omitted, with the understanding that the City of Round Rock will issue its
standard agreement to govern this engagement. The absence of such terms in this
document does not imply a waiver of contractual obligations or limitations of liability.
MOD Architecture acknowledges and accepts that all contractual terms will be defined
and formalized through the City's contract process.
If you have any questions, please do not hesitate to call.
Respectfully submitted,
/ &tl
Heather4Dnahue,. AIA
ACKNOWLEDGEMENT:
Nome & Title Date
MOD: Architecture 2025 Hourly Rate Schedule:
Principal $200.00
Project Manager $150.00
CAD Tech $125.00
Admin $100.00
*MOD Architecture's hourly rate schedule is subject to change and may be adjusted
periodically.
The Texas Board of Architectural Examiners has jurisdiction over complaints regarding
professional practices of persons registered as architects in Texas.
TBAE, 333 Guadalupe, Suite 2-350, Austin, TX 78701 (512-305-9000).
Appendix A:
Architectural Programming
INTRODUCTION:
We define architectural programming as the research and decision -making process that
identifies the scope of work to be designed. Programming is Problem Seeking where architects
and clients work together to identify the scope of a design problem prior to beginning the
design, which is intended to solve the problem.
The advantage of architectural programming offers:
• Involvement of interested parties in the definition of the scope of work prior to the design
effort
• Emphasis on gathering and analyzing data early in the process so that the design is based
upon sound decisions
• Efficiencies gained by avoiding redesign and more redesign as requirements emerge during
architectural design.
Major Influence
Low Influence
Cost of Changes Opportunity for Influence
Planning and Schematic Design Construction Construction
Programing Design Developments Documents
It is imperative that the major decision -maker —the client/owner—allows participation of all of
the stakeholders, or the client -users, who are affected by the design in the programming
process. Their expertise & experience will contribute to the understanding of how the building
& its systems will work for them once they occupy it.
ORGANIZING FOR THE PROGRAMMING EFFORT:
Prior to the beginning of programming a project, the architect and the client/owner need to
develop a list of the stakeholders to invite into this process.
Lines of communication must be established to determine how and when meetings will be
called, what the agenda will be, how contacts will be made, and how records of the meetings
will be kept. The authority of the committee must be made clear.
THE PROGRAMMING PROCESS:
Programming involves a six -step process for conducting the research and decision -making that
defines the scope of work for the design effort.
1.
Re8umb the Protect Type
2.
Establish Coals and Ob*tives
3.
Gather Relevant Informatkm
tdentlfy 6trategles
5.
oero tune "nt hove Requlremorm
6.
Summarize the Program
I. RESEARCH THE PROJECT TYPE
The architect will need to become familiar with the following relevant information:
m The types of spaces frequently included in the building type,
® The space criteria (number of square feet per person per space),
® Typical adjacencies & relationships of spaces for each function/space,
® Typical ratios of net assignable square footage (areas that are assigned to a function) to
gross square footage (GSF—total area to the outside walls),
e Typical costs per square foot for this building type,
o Typical site requirements,
e Regional issues that may affect this project, and
® Technical, mechanical, electrical, security, or other issues unique to project.
2. ESTABLISH GOALS AND OBJECTIVES
o Organizational Goals: What are the goals of client/owner? Where is the organization
headed? How does this project fit into the broad/big picture?
o Form and Image Goals: What should be the aesthetic and psychological impact of the
design? How should it relate to the surroundings? Should its image be similar to or
distinct from its neighbors? Are there historical, cultural, and/or context implications?
o Function Goals: What major functions will take place in the building? How many people
need to be accommodated? How might the building design enhance or impact occupant
interactions?
® Economic Goals: What is the total project budget? What is the attitude toward initial
costs versus long-range operating and maintenance costs? What level of quality is
desired? What is the attitude toward conservation of resources and sustainability
(energy, water, etc.)?
e Time Goals: When will the building need to be occupied? What types of changes are
expected over the next 5, 10, 15, and 20 years?
o Management Goals: These goals are not so much an issue regarding the design of the
project but may be related to the circumstances of client/owner.
3. GATHER RELEVANT INFORMATION
• Facility users, activities, and schedules: Who is doing what, how many people are doing
each activity, and when/where are they doing it?
a What equipment is necessary for activities to function properly? What is the size of the
equipment?
e What aspects of the project need to be projected into the future? What is the history of
growth of each aspect that requires projection?
o What are the space criteria (square feet per person or unit) for the functions to take
place?
What other design criteria may affect architectural programming: access to daylight,
acoustics, accessibility, campus/area design guidelines, etc.?
o Are there licensing or policy standards for the minimum area for various functions?
What are these standards?
e What are the energy usage and requirements?
e What health codes may affect programming decisions?
a Site analysis: the site is always a major aspect of the design problem and therefore
should be included in the program. Site analysis components that often affect design
include:
Legal description
Zoning, design guidelines, and deed restrictions and requirements
Traffic (bus, automobile, and pedestrian) considerations
Utility availability
Topography
Views
Built features
Climate
Vegetation and wildlife
o Client's existing facility as a resource
Determine if the existing facility is satisfactory or obsolete as a resource.
Prepare a square foot take -off of the areas for various functions. Determine the
building efficiency (the ratio of existing net -to -gross area). This ratio is useful in
establishing the building efficiency target for the new facility.
Use the existing square footages for comparison to the future space allocations.
4. IDENTIFY STRATEGIES
Some examples of common categories of programmatic strategies include:
o Centralization and decentralization: What function components are grouped together
and which are segregated? For example, in some offices the copying function is
centralized, while in others there are copiers for each department.
® Flexibility: What types of changes are expected for various functions? Do facilities need
to change over a period of a few hours? A few days?
• Flow: What goods, services, and people move through the project? What is needed at
each step of the way to accommodate that flow?
• Priorities and phasing., What are the most important functions of the project? What
could be added later? Are there ongoing existing operations that must be maintained?
• Levels of access: Who is allowed where? What security levels are there?
Ideally, each of the goals and objectives identified in Step 2 will have a strategy for addressing
that goal.
5. DETERMINE QUANTITATIVE REQUIREMENTS
COST CYCLE Cost, schedule, and affordable area are
interdependent. Costs are affected by inflation
COST through time. Affordable area is determined by
available budgets.
In this step, one must reconcile the available
budget with the amount of improvements
desired within the project time frame.
SCHEDULE AFFORDABLE
AREA
First, a list of spaces is developed to
%MV accommodate all of the activities desired. The
space criteria researched in Step 3 are the basis
of this list of space requirements. The space
requirements are listed as net assignable square feet (NASF), referring to the space assigned to
an activity, not including circulation to that space.
A percentage for "tare" space is added to the total NASF. Tare space is the area needed for
circulation, walls, mechanical, electrical and telephone equipment, wall thickness, and public
toilets. Building efficiency is the ratio of NASF to gross square feet (GSF), the total area
including the NASF and tare areas. Building efficiency equals NASF/GSF.
The building efficiency of an existing space used by a client can inform the selection of the net -
to -gross ratio.
The desired GSF is then tested against the available budget. In drafting the total project cost,
the architect uses the cost per square foot amount researched in Step 1. Factors for inflation
should be included, based upon the project schedule.
Costs should be projected to the date of the mid -point of construction because bidders
calculate estimates on the assumption that costs could change from the time of the bid date.
The total project cost includes the construction cost (for building and site work), plus amounts
for architectural & engineering fees, furniture and equipment, communications, contingency,
printing for bid sets, contingency, soils tests, topological surveys, and any other costs that must
come from the owner's budget. The intention is to help client/owner prepare for all of the
project costs, not just those costs assigned to construction.
If the bottom line for the project costs is more than the budget, three things can happen:
1) space can be trimmed back or delegated to a later phase (a reduction in quantity);
2) the cost per square foot can be reduced (a reduction in quality); or
3) both. This reconciliation of the desired space and the available budget is critical to defining a
realistic scope of work.
6. SUMMARIZE THE PROGRAM
Finally, once all of the preceding steps are executed, summary statements will be prepared in
written & graphic form, defining the results of the programming effort. All of the pertinent
information included above will be documented for the owner, committee members,
stakeholders and the architectural/engineering design team.
Signature: Signature:
Email: ssandre@scrrlaw.com Email:
Signature:
Email: afranklin@roundrocktexas.gov