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CM-2026-191 - 7/24/2026 AN AGREEMENT BETWEEN THE CITY OF ROUND ROCK AND ACTON PARTNERS, LLC RELATED TO BUILDING ENCLOSURE COMMISSIONING SERVICES FOR THE FIRE STATION NO. 11 PROJECT THE STATE OF TEXAS § THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THIS AGREEMENT (the "Agreement') for professional consulting services related to Building Enclosure Commissioning Services for the Fire Station No. I I Project, is made on this #day of 7U IV 2026, by and between the CITY OF ROUND ROCK, a Texas home-rule municip I corporation with offices located at 221 East Main Street, Round Rock, Texas 78664-5299 (the "City"), and ACTON PARTNERS, LLC, with a mailing address of PO Box 203663, Austin, Texas 78720-3663 ("Consultant'). City and Consultant shall individually be referred to as a"party," and collectively referred to as the "parties." RECITALS: WHEREAS, City has determined that it has a need for professional consulting services related to Building Enclosure Commissioning Services for the Fire Station No. 11 Project ("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 be for fifteen (15) months commencing upon the effective date of the Agreement. CM-2026- 191 2 C. City and the Consultant reserve the right to review the Agreement at any time and may elect to terminate the Agreement with or without cause. 2.0 CITY SERVICES City shall provide any services specifically set forth in the proposal attached as Exhibit “A,” incorporated herein by reference for all purposes. 3.0 CONSULTING SERVICES Consultant shall satisfactorily provide all Consulting Services described herein and as set forth in Exhibit “A,” pursuant to the work schedule agreed upon by the parties. 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. 4.0 LIMITATION TO CONSULTING SERVICES Consultant and City agree that the Consulting Services to be performed are enumerated in Exhibit “A,” and may only be modified by a written Supplemental Agreement executed by both parties as described in Section 10.0. 5.0 CONTRACT AMOUNT A. In consideration for providing the Consulting Services, Consultant shall be paid on the basis of the compensation and reimbursable expenses included in the attached Exhibit “A.” B. Consultant’s fees of $27,550.00 and reimbursable expenses of $500.00 for Consulting Services hereunder shall not exceed in total $28,050.00. 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. 6.0 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 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 amounts set forth in Exhibit “A.” 3 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 8 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. 7.0 INSURANCE Consultant shall meet all City of Round Rock Insurance Requirements set forth at: https://www.roundrocktexas.gov/wp-content/uploads/2024/12/CORR-Insurance-08-2024.pdf 8.0 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 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by the City in the event: (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. 4 9.0 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. 10.0 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. 11.0 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. 5 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. 12.0 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. 13.0 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. 6 (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. 14.0 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 7 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 8 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. 15.0 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. 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 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. 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, 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 9 negligent activities by Consultant, its agents, or employees. 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’s 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 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. 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 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 No/100 Dollars ($100,000.00) unless the contract 10 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 No/100 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. 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 REPRESENTATIVE The City hereby designates the following representative authorized to act on its behalf with regard to this Agreement: Hayden Schiller Project Manager – Building Construction 212 Commerce Boulevard Round Rock, Texas 78664 (737) 329-6596 pschiller@roundrocktexas.gov 23.0 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: (A) When delivered personally to recipient’s address or email address as below; or (B) Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient’s address as stated below. 11 (A)Notice to Consultant: Acton Partners, LLC PO Box 203663 Austin, Texas 78720-3663 (B) 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 (C) 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 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. 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 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. 12 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. 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. 13 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.] 14 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City of Round Rock, Texas Acton Partners, LLC By: _____________________________ By: _______________________________ Printed Name: ______________________ Printed Name: ______________________ Title:______________________________ Title: ______________________________ Date Signed: ________________________ Date Signed: ________________________ For City, Attest: By: _____________________________ Ann Franklin, City Clerk For City, Approved as to Form: By: _____________________________ Stephanie L. Sandre, City Attorney Exhibit “A” Proposal Acton Partners, LLC PO Box 203663 Austin, Texas 78720-3663 TBPE Firm F-16437 www.ActonPC.com P: 512.576.5347 ACTON PARTNERS Sent via electronic mail to pschiller@roundrocktexas.gov May 29, 2026 Hayden Schiller City of Round Rock Project Manager Bldg. Construction General Services Division 212 Commerce Blvd. Round Rock, Texas 78664 Re: Proposal for Building Enclosure Commissioning Services Fire Station 11 APC No. 2026.0073 Dear Mr. Schiller: At your request, Acton Partners, LLC Consulting (APC) is pleased to provide this proposal for building enclosure consulting services for the referenced project. This letter describes our proposed scope of services and provides associated budgets. BACKGROUND Based on our correspondence with you, we understand that Fire Station 11 is a primarily single-story structure planned for construction at 125 Seton Parkway in Round Rock, Texas. McKinney York Architects is the Architect-of-Record. We understand that the City of Round Rock is requesting consulting during the design and construction of the subject project to improve the air- and water-penetration resistance and overall performance of the exterior enclosure details and pursuant to whole building commissioning requirements. Systems reviewed will include, but not be limited to below- and above-grade waterproofing and air/moisture barriers, flashings, exterior glazing and door systems, insulation, roofing, and cladding systems. SCOPE OF SERVICES The following is our proposed scope of services based on our current understanding of the project. Phase 1 BECx Pre-Design Services Task 1: BECx Plan Development APC will assist our client in developing the commissioning plan as it relates to the building enclosure systems and assemblies. We will work with the design team to outline the building enclosure commissioning (BECx) requirements specific to this project and establish the initial scope for all BECx activities, including design, pre-construction, and construction-phase -of-Design (BOD) criteria. A teleconference to review the plan with other involved parties is included in the budget below. Phase 2 BECx Design Period Services Task 1: Design Peer Review/Architectural Guidance APC will review the design documents, including drawings and specifications, pertaining to the building enclosure systems and detailing between components for the building. We will provide technical assistance regarding materials, components, and systems selection, with particular emphasis on long-term durability and performance. We will also identify potential detailing issues that may adversely affect the performance of the building enclosure and compliance with the OPR and BOD. Our review will focus on construction and detailing related to the building enclosure. It will be provided in the form of mark- ups on an electronic set of documents along with a spreadsheet identifying our comments on each drawing sheet. Fire Station 11 Proposal: BECx Services May 29, 2026 Page | 2 ACTON PARTNERS We anticipate participating in a teleconference with the design team to review and discuss our findings and provide guidance to the Architect. For budgeting purposes, we have assumed this task will require 18 hours. Phase 3 BECx Pre-Construction Services Task 1: BECx Construction Checklist APC will prepare the BECx checklist as it relates to construction activities, including but not limited to installation requirements, sequencing, and quality control procedures. The checklist will be organized to include all systems, assemblies, and materials that comprise the building enclosure of the subject building and allow for a systematic review of the construction as it progresses. We anticipate this document will be provided to the construction team to document daily, weekly, and monthly construction activities and quality control measures. We have allotted 8 hours for preparation of this document. Phase 4 BECx Construction Period Services Task 1: RFIs, Shop Drawing, and Submittal Review Assistance APC will review the provided submittals and shop drawings relevant to the building enclosure systems for general conformance with recognized industry standards and for consistency with our understanding of the design intent. Reviews will include written comments and mark-ups on documents provided to our client for incorporation into an official response. Additionally, APC will assist in response to contractor RFIs, including generating sketches and proposed design solutions, as required. For budgeting purposes, a total of 16 hours has been allotted for these activities. Task 2: Construction Phase Meetings and Documentation During the construction phase, APC will attend pre-bid and/or pre-construction meetings and brief the construction team on the required steps as part of the BECx process. During these meetings, we will review and discuss the BECx plan, issues log, and action items to be completed by the contractors and installers. We will record minutes for each meeting and keep the BECx log and Process Reports current. After construction, we will compile documents to be incorporated into the overall Cx package, including a final report, issues log, systems manual, and related project documentation. We will also review the training protocol developed by the contractors for future maintenance of the enclosure systems. For budgeting purposes, we have included 26 hours for this task. Task 3: Site Observations APC will observe and document the work in progress at representative areas of the building enclosure during construction, as directed by our client, for general compliance with the contract documents and recognized industry standards applicable to each portion of the work. We anticipate this will include a field review of mock-ups, first-in-place work, in-progress enclosure construction, observation of field performance testing, and assistance with technical issues raised by the contractors responsible for constructing and integrating the various enclosure materials, components, and systems, as necessary. APC work product during this phase includes written Site Visit Reports summarizing each visit and testing results, if relevant, together with photographs and related documentation as required to illustrate issues and concerns noted during the site visits. A total of five visits for site observation have been assumed throughout the construction of the building enclosure. Each site visit, along with the generation of the reports, has been budgeted at approximately $2,150 per visit. Additional visits can be billed at this rate upon request. Phase 5 BECx Post-Occupancy Services Task 1: Ongoing BECx Plan APC will develop a plan for post-occupancy as it relates to the BECx systems identified in the OPR and during our design, submittal, and construction reviews. We anticipate this will include developing a maintenance manual describing the relevant enclosure systems and assemblies and their maintenance, renewal, and revitalization cycles. Applicable contractor submittals Fire Station 11 Proposal: BECx Services May 29, 2026 Page | 3 ACTON PARTNERS and close-out documentation will be included in this package, including but not limited to warranties and product maintenance information. In addition, for specialty enclosure systems with controls and automation, we will participate in field verification of operator training and testing and review of building operations approximately ten months after substantial completion. For budgeting purposes, we have included 12 hours for this task, including a site visit for review and verification. BUDGET AND TERMS Based on the scope of services proposed above, APC recommends the following budget for professional fees and expenses: Phase Task Description Fees Expenses Total 1 1 BECx Plan Development $ 2,200 $ - $ 2,200 2 1 Design Peer Review $ 4,950 $ - $ 4,950 3 1 BECx Construction Checklist $ 1,650 $ - $ 1,650 4 1 RFIs, Shop Drawing, and Submittal Review $ 3,250 $ - $ 3,250 2 Construction Meetings $ 4,950 $ 250 $ 5,200 3 Site Observations (5 visits) $ 10,550 $ 250 $ 10,800 5 1 Ongoing BECx Plan $ 10,550 $ 250 $ 10,800 TOTAL $ 27,550 $ 500 $ 28,050 All services will be provided on a time-and-expense basis and per our attached Terms and Conditions for Professional Services, dated March 23, 2026, unless APC and the signing party can reach a separate agreement. APC will endeavor to provide advance notice of out-of-scope services or other factors requiring charges not included in the above budget estimate. Further requests for work by the client will be considered as notice to proceed with an understanding of the additional costs. Upon request, APC can provide additional services, including meeting attendance, site visits, and water testing. Budgets for these services can be provided under separate cover. AUTHORIZATION You may provide formal authorization by signing in the space below and returning via electronic mail or by providing written notice to proceed. We appreciate the opportunity to work with you on this project. Please contact us if you have any questions or if we can provide additional assistance. Sincerely, Erika Bonfanti, PE Principal Acton Partners, LLC Texas Registered Engineering Firm F-16437 Attachments: Terms and Conditions for Professional Services Acceptance: Signature Date Printed Name/Title Acting for May 29, 2026 Page 1 of 3 Copyright 2026 Acton Partners, LLC ACTON PARTNERS, LLC TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES AP was requested to perform certain professional and other services for City of Round Rock (the Client such services shall be performed under the following Terms and Conditions, and that the AP AP to commence any services constitutes acceptance of these Terms. 1. Independent Contractor. AP is an independent contractor, and all persons employed to furnish services hereunder are employees or subcontractors/subconsultants of AP and not of the Client. AP and Client agree to be solely responsible for compliance with all federal, state, and local laws, rules and regulations, and ordinances that apply to their own respective employees. 2. Performance. The standard of care for all professional services performed or furnished by AP will be the skill and care ordinarily used by members of AP same time and in the same locality. AP makes no guarantees or warranties, express or implied, with regard to the performance of its services. AP is not AP shall not be liable for any reason for any special, indirect or consequential damages including loss of use and loss of profit. AP agrees to perform its services in as timely a manner as is consistent with the professional standard of care and to comply with applicable laws, regulations, codes and standards that relate to AP services are provided. AP shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and safety programs in connection with the project, since these are solely the responsibility of others. AP shall not be responsible for the schedules of contractors or failure to carry out the project in accordance with contract documents. 3. Client Duties. In order for AP to perform the services requested, the Client shall, at no expense to AP, (1) provide all on ive instructions and AP provisions for AP to enter, without cost, limitation, or burden to AP, the subject property as required to perform the work, including the use of scaffolds or similar mechanical equipment. AP is entitled to rely upon the information and services provided by the Client. 4. Safety. Field work will be performed only under conditions deemed safe by AP personnel. Charges may be made for safety or security measures required by hazardous job conditions that AP may encounter. Client understands that AP is only responsible for the safety of its own employees and those of its subconsultants and is not responsible for the safety of other persons or property. 5. Proposals. Proposals expire 120 days after submission to a client unless a different expiration limit is included in the proposal. AP may withdraw or modify a proposal at any time prior to acceptance by the client. All fees and expenses quoted in current rates as of the date of the proposal, or as mutually agreed upon between AP and Client. 6. Compensation and Expenses. Client agrees to pay for AP AP rate schedule or negotiated fee. Charges generally will be billed in monthly intervals with applicable taxes included. Travel, subsistence, and out-of-pocket expenses incurred; communications; reproduction; and shipping charges will be billed at cost plus 5 percent and invoiced as an expense service fee. Use of vehicles will be billed at $0.70 per mile. Expended materials for field and laboratory work, rental equipment, and any fees advanced on C 5% percent May 29, 2026 Page 2 of 3 Copyright 2026 Acton Partners, LLC ACTON PARTNERS, LLC and invoiced as an expense service fee. AP equipment used in field or laboratory work is billed at AP schedule in effect at the time the work is performed, subject to adjustment for minimum or extended usage. Portal-to-portal equipment usage rates are comparable to prevailing commercial rental rates (if available). Billing rates may be increased annually. Any subcontracted service will be billed at cost plus 10% percent providing the subcontract firm has in place adequate insurance coverage determined by AP; otherwise, the cost will be marked up 20 percent and invoiced as an expense service fee. Client agrees to pay AP - at depositions, administrative proceedings, or responding to subpoenas or court orders relating to the Project, but not for such expenses attributed to AP 7. Billing Terms. Payment for AP which are not paid within 30 days from the invoice date are considered past due, subject to an interest charge of 1.5% per month plus any AP reserves the right to suspend its services if the Client fails to make payment when due providing that AP AP shall have no liability to the Client for delay or damage caused the Client because of such suspension. 8. Termination. Both the Client and AP have the right to terminate AP written notice to the other party. In the event the Client terminates without cause, AP shall be entitled to compensation for its services and expenses up to the time of such notification, including fees for any transition services, and shall have no liability for delay or damage to Client because of such termination. 9. Reports, Drawings, and Work Product. AP retains ownership of reports, drawings, specifications, test data, techniques, photographs, letters, notes, and other work product, including those in electronic form, it has created. Conclusions by AP based on test results are limited to the specific conditions for which the tests were performed. These documents or parts thereof may not be reproduced or used by the Client for any purpose other than the purpose for which they were prepared without the prior written consent of AP. Any unauthorized use of AP AP for any liability or legal exposure to AP. To the extent AP terminates its services due to non-payment of fees by Client, Client shall not be entitled to use the documents described herein for any purpose whatsoever. 10. Environmental Hazards. Client acknowledges that AP or abatement of environmental conditions that AP may encounter in this Project. The Client agrees to defend, indemnify, and hold AP harmless from any claims relating to the actual or alleged existence or discharge of such materials through no fault of AP AP reserves the right to suspend its services, without liability for consequential or any other damages, if it has reason to believe that its employees may be exposed to hazardous materials and will notify the Client in such event. 11. Dispute Resolution. Prior to the initiation of any legal proceedings, AP and the Client agree to submit all claims, disputes, or controversies arising out of or in relation to the services provided by AP to mediation. Such mediation shall be conducted under the auspices of the American Arbitration Association or such other mediation service or mediator upon which the parties agree. 12. Governing Law. The laws of the state of Texas shall govern. 13. Successors and Assigns. These Terms shall be binding upon Client and AP and their respective successors, assigns and legal representatives. Neither party may assign, subcontract, or otherwise delegate its responsibilities without the prior consent of the other party, which consent shall not be unreasonably withheld. 14. Insurance. AP maintains commercial general liability and professional liability coverages under policies written by national insurance carriers rated by the A.M. Best Company, evidence of which will be provided upon request. Endorsements are not allowed. No waiver of subrogation is allowed on AP AP agrees to name May 29, 2026 Page 3 of 3 Copyright 2026 Acton Partners, LLC ACTON PARTNERS, LLC the Client as an additional insured to the commercial general liability coverage. Any request to add other parties as additional insureds must be made in writing and is subject to certain limitations. All policies are subject to annual renewal, and AP will not undertake to guarantee continued coverage beyond the individual policy term. Excess coverage is available for exposures over primary policy limits. 15. Indemnity. To the fullest extent permitted by law, Client and AP each agree to indemnify and hold the other harmless, and their respective agents, officers and employees, from and against liability for all direct losses, damages, and expenses, including fees, to the extent such losses, damages, or expenses are for bodily injury, sickness, disease, death, or property damage and to the extent they are caused by the negligent acts, errors, or omissions of the indemnifying party, and/or loyees, independent contractors, or subcontractors of any tier. In the event such claims, losses, damages, or expenses are caused by the joint or concurrent negligence of Client and AP, or their respective agents, officers, employees, independent contractors, or subcontractors of any tier, they shall be borne by each party in proportion to that negligence. 16. Agreed Remedy. To the fullest extent permitted by law, the total liability, in the aggregate, of AP and AP directors, employees, agents, and consultants to Client and anyone claiming by, through, or under Client, for any and all injuries, way related to AP services, the Project, or these Terms, from any cause or causes whatsoever, including but not limited to, negligence, strict liability, indemnity or breach of contract shall not exceed an amount equal to the proceeds available to be paid under AP applicable insurance policy at the time of resolution for such claims. If, for any reason, the applicable insurance policy does not provide coverage for any particular claim described herein, then the liability amount shall not exceed AP services performed hereunder. In no event shall AP be liable in contract, tort, strict liability, warranty or otherwise, for any special, incidental or consequential damages, such as, but not limited to, delay, disruption, loss of product, loss of anticipated profits or revenue, loss of use of equipment or system, non-operation or increased expense of operation of other equipment or systems, cost of capital, or cost of purchase or replacement equipment systems or power. 17. Third-Party Beneficiaries. Nothing contained in these Terms shall create a contractual relationship with, or a cause of action in favor of, a third party against either the Client or AP. AP services hereunder are being performed solely for the benefit of the Client, and no other entity shall have any claim against AP because of these Terms or AP - performance of services hereunder. 18. Entire Agreement. These Terms together with any written proposal shall constitute the entire understanding of the parties concerning the Project and supersede all prior negotiations and written agreements between them, and any amendment or modification to either AP osal or these Terms may be made only by a written instrument expressly stated to be an amendment and signed by AP. 19. Severability. If any provisions of these Terms, or portions thereof, are determined to be unenforceable, the remainder shall not be affected thereby and each remaining provision or portion thereof shall continue to be valid and effective and shall be enforceable to the fullest extent permitted by law.