Contract - J.D. Abrams, LP - 4/23/2026 Page I of 7
Contract Quantity Adjustment/Change Order
rev,01116
Department: Transportation
Project
Name: Kenney Fort Segements 2 and 3 Date: 3/25/2026
City Project Change Order/Quantity
ID Number STP 2021(745)MM Adjustment No. 11
Vendor JD Abrams 4500-B Banister Ln,Suite 100,Austin,TX 78704 512-322-4000
Company Name Address Phone No.
Justification
Flush Valve relocation at 9x6 RCB,work approved,performed but not previously paid for.Added work requested by CORR for final inspection,
dead end barricades at southern limit of Kenny Fort BI.Added work requested by CORR for final inspection,miscellaneous 12"&18"rock rip
rap installations
SUMMARY Amount=-$349,756.22 %Change
Original Contract Price:Previous Quantity Adjustment(s):This Quantity Adjustment:Total Quantity Adjustment(s):Total Contract Price with Quantity Adjustment(s):
Previous Change Order(s): $3,688,421.56 16%
This Change Order: -$605,611.58 -3%
Total Change Order(s)To Date: $3,082,809.98 13%
Adjusted Contract Price [Original Contract Price Plus ■.
Quantity Adjustment(s)Plus Change Order(s)]: $26,142,174.73
Difference between Original and Adjusted Contract Prices: $2,733,053.76
Original Contract Time: 450
Time Adjustment by previous Quan.Adj./Change Order: 229
Time Adjustment by this Quan.Adj./Change Order: 72
New Contract Time: 751
7 Prepared By: a Alfonso Fernandez,President,JD Abrams
Signature Printed Name,Title,Company Date
Contractor: Alfonso Fernandez President,JD Abrams 3--p5;�L
Signature Printed Name,Title,Company Date
City Project
Greg Ciaccio-`RouM.Gs.
� CN�
R«� Grp Coop o-Clya
Manager: �.=a=.111.0=� �G Greg Ciaccio Senior Project Manager
Sig ture Printed Name,Title Date
Mayor/City
Manager �rao
Sig ature Printed Nqfie,Titlej Date
Page 2 of 7
Contract Quantity Adjustment/Change Order
•ouwo�ooc1)U,
rev,01/16
Project Name: Kenney Fort Segements 2 and 3
Quan.Adj./Change Order No.: 11
Change Order Data
Contract
Time
Adjustment
Item# Item Description Unit Qty. Unit Price Amount p
CH11-01 Flush Valve relocation at 9x6 RCS's LS 1 $ 10,206.09 $10,206.09 0
CH11-02 CORR requested dead end barricades LS 1 $7,121.26 $7,121.26
CH11-03 CORR requested additional rock rip rap LS 1 $8,983.07 $8,983.07
CH 11-04 Liquidated damages LS 1 -$867,650.00 -$867,650.00
CHII-05 Timespan B settlement LS 1 $235,728.00 $235,728.00 72
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
$0.00
Page 3 of 7
Contract Quantity Adjustment/Change Order
rev,01(76
Project Name: Kenney Fort Segements 2 and 3
Quan.Adj./Change Order No.: 11
uantitV Adjustment Data
Contract
Time
Adjustment
Bid Item# Item Description Unit Qty. Unit Price Amount
1046015 REMOVING CONC(SIDEWALKS) SY 572.32 $15.00 $8,584.80
1046017 REMOVING CONC(DRIVEWAYS) SY 1032 $25.00 $25,800.00
1046022 REMOVING CONC(CURB AND GUTTER) LF 2135 $8.00 $17,080.00
FL BS(CMP IN PLC)(TY A GR 5)(FNAL
2476366 POS) CY -6838.36 $0.01 -$68.38
2606002 LIME(HYDRATED LIME(SLURRY)) TON -1583.61 $150.00 -$237,541.50
2606084 LIME TRT(SUBGRADE)(12") SY -42749 $4.00 -$170,996.00
3106001 PRIME COAT(MULTI OPTION) GAL -4378 $4.00 -$17,512.00
3476001 TOM(ASPHALT)PG 76-22 TON 12.44 $135.00 $1,679.40
3476006 TOM-C(AGGREGATE)SAC-B TON 186.48 $135.00 $25,174.80
FLEXIBLE PAVEMENT STRUCTURE
3516011 REPAIR(18") SY -20 $425.00 -$8,500.00
3546021 PLANE ASPH CONC PAV(O"TO 2") SY -3068.71 $3.65 -$11,200.79
4006006 CUT&RESTORING PAV SY -120 $75.00 -$9,000.00
4326045 RIPRAP(MOW STRIP)(4 IN) CY -0.67 $525.00 -$351.75
4506052 RAIL(HANDRAIL)(TY F) LF 39 $175.00 $6,825.00
5126057 PORT CTB(REMOVE)(LOW PROF)(TY 1) LF 3100 $7.00 $21,700.00
5126058 PORT CTB(REMOVE)(LOW PROF)(TY 2) LF 140 $8.00 $1,120.00
5286008 COLORED TEXTURED CONC(5") SY 149.77 $85.00 $12,730.45
5296008 CONC CURB&GUTTER(TY II) LF 424.5 $18.00 $7,641.00
5306004 DRIVEWAYS(CONC) SY 464.2 $68.00 $31,565.60
5316004 CURB RAMPS(TY 1) EA 2 $1,550.00 $3,100.00
6446001 IN SM RD SN SUP&AM TYIOBWG(I)SA(P) EA -25 $545.90 -$13,647.50
IN SM RD SN SUP&AM
6446004 TYIOBWG(1)SA(T) EA -4 $638.60 -$2,554.40
IN SM RD SN SUP&AM
6446007 TYlOBWG(1)SA(U) EA -4 $731.30 -$2,925.20
6446030 IN SM RD SN SUP&AM TYS80(1)SA(T) EA -2 $690.10 -$1,380.20
6446033 IN SM RD SN SUP&AM TYS80(1)SA(U) EA -2 $824.00 -$1,648.00
RELOCATE SM RD SN SUP&AM TY
6446068 IOBWG EA -1.5 $432.60 -$648.90
6446076 REMOVE SM RD SN SUP&AM EA -1 $80.34 -$80.34
6586094 INSTL DEL ASSM(D-DW)SZ 1(WFLX)SRF EA -15 $77.25 -$1,158.75
Page 4of7
IIouNON00111%Ati Contract Quantity Adjustment/Change Order
rev,01116
WK ZN PAV MRK NON-REMOV
6626001 (W)4"(BRK) LF -1762 $0.62 -$1,092.44
WK ZN PAV MRK NON-REMOV
6626004 (W)4"(SLD) LF -1784 $0.62 -$1,106.08
WK ZN PAV MRK NON-REMOV
6626032 (Y)4"(BRK) LF -6066 $0.80 -$4,852.80
WK ZN PAV MRK REMOV(REFL)TY If-A-
6626051 A LF -52 $2.06 -$107.12
WK ZN PAV MRK REMOV(REFL)TY II-C-
6626052 R EA -20 $10.30 -$206.00
6626060 WK ZN PAV MRK REMOV(W)4"(BRK) LF -3028 $0.62 -$1,877.36
6626063 WK ZN PAV MRK REMOV(W)4"(SLD) LF -28 $0.77 -$21.56
6626095 WK ZN PAV MRK REMOV(Y)4"(SLD) LF -1624 $0.77 -$1,250.48
6666029 REFL PAV MRK TY I(W)8"(DOT)(090MIL) LF -82 $5.10 -$418.20
6666035 REFL PAV MRK TY I(W)8"(SLD)(090MIL) LF 8761 $5.10 $44,681.10
REFL PAV MRK TY I
6666041 (W)12"(SLD)(090MIL) LF 2098 $5.10 $10,699.80
REFL PAV MRK TY I
6666047 (W)24"(SLD)(090MIL) LF 1308 $7.83 $10,241.64
REFL PAV MRK TY I
6666053 (W)(ARROW)(090MIL) EA 9 $154.50 $1,390.50
REFL PAV MRK TY I(W)(DBL
6666056 ARROW)(090MIL) EA 1 $309.00 $309.00
6666077 REFL PAV MRK TY I(W)(WORD)(090MIL) EA 5 $154.50 $772.50
6666137 REFL PAV MRK TY I(Y)8"(SLD)(090MIL) LF 371 $1.75 $649.25
6666140 REFL PAV MRK TY I(Y)12"(SLD)(090MIL) LF 445 $5.10 $2,269.50
REFL PAV MRK TY I
6666152 (Y)(ISLAND)(090MIL) LF -62 $5.10 -$316.20
6666167 REFL PAV MRK TY II(W)4"(BRK) LF 83370 $0.12 $10,004.40
6666168 REFL PAV MRK TY II(W)4"(DOT) LF -8130.9 $0.10 -$813.09
6666170 REFL PAV MRK TY II(W)4"(SLD) LF 25097.25 $0.12 $3,011.67
6666207 REFL PAV MRK TY II(Y)4"(SLD) LF 54945.25 $0.12 $6,593,43
6726007 REFL PAV MRKR TY I-C EA -3082 $2.06 -$6,348.92
6726009 REFL PAV MRKR TY II-A-A EA -163 $3.09 -$503.67
6726010 REFL PAV MRKR TY II-C-R EA 149 $3.61 $537.89
6776001 ELIM EXT PAV MRK&MRKS(4") LF -3703 $0.57 -$2,110.71
6776003 ELIM EXT PAV MRK&MRKS(8") LF -1313 $1.13 -$1,483.69
6776005 ELIM EXT PAV MRK&MRKS(12") LF 84 $11.85 $995.40
6776008 ELIM EXT PAV MRK&MRKS(ARROW) EA -3 $118.45 -$355.35
6776012 ELIM EXT PAV MRK&MRKS(WORD) EA -4 $118.45 -$473.80
ELIM EXT PAV MRK&MRKS(UTURN
6776036 ARROW) EA -1 $123.60 -$123.60
ANTI-GRAFFITI COATNG(PERMNENT-
740 6005 TY III) SF -6437 $1.00 -$6,437.00
3076 6001 D-GR HMA TY-B PG64-22 TON 3136.82 $73.00 $228,987.86
3076 6048 D-GR HMA TY-D PG76-22 TON -758.17 $97.00 -$73,542.49
3076 6066 TACK COAT GAL -2279 $4.00 -$9,116.00
3085 6001 UNDERSEAL COURSE GAL -3867 $4.00 -$15,468.00
5001 6002 GEOGRID BASE REINCEMENT(TY II) SY -2882.27 $1.60 -$4,611.63
4326001 RIPRAP(CONC)(4 IN) CY 52.53 $465.001 $24,426.45
Page 5 of 7
Contract Quantity Adjustment/Change Order
rev,01/16
4326035 RIPRAP(STONE PROTECTION)(24 IN) CY 172.7 $140.00 $24,178.00
4506103 RAIL(TY PR11) LF 597,17 $115.00 $68,674.55
4646003 RC PIPE(CL III)(18 IN) LF 354 $65.00 $23,010.00
4646005 RC PIPE(CL III)(24 IN) LF 359 $70.00 $25,130.00
4656014 JINLET(COMPL)(PCO)3M(LEFT) EA -1 $4,300.00 -$4,300.00
4656015 INLET(COMPL)(PCO)(3FT)(RIGHT) EA 1 $4,300.00 $4,300.00
4656016 INLET(COMPL)(PCO)(3FT)(BOTH) EA 1 $4,500.00 $4,500.00
4656002 MANH (COMPL)(PRM)(48IN) EA 1 $2,500.00 $2,500.00
4656003 MANH (COMPL)(PRM)(60IN) EA -1 $4,300.00 -$4,300.00
INLET(COMPL)(PSL)(FG)3FTX5FT-
465 6130 3FTX5FT) EA 2 $5,500.00 $11,000.00
4656149 D -1 $3,200.00--------f3,200.00
LET F - E 00.
4656207 INLET(COMPL)(CURB)(TY 1)(10') EA -1 $3,800.00 -$3,800.00
4656313 INLET(COMPL)(CURB)(TY 1)(15'X3') EA -1 $5,700.00 -$5,700.00
4666134 HEADWALL(CH-PW-S)(DIA=36 IN) EA -2 $13,000.00 -$26,000.00
6186047 CONDT(PVC)(SCH 80)(2")(BORE) LF 580 $26.78 $15,532.40
6186053 CONDT(PVC)(SCH 80)(3") LF 986 $23.69 $23,358.34
6186054 CONDT(PVC)(SCH 80)(3")(BORE) LF 480 $30.90 $14,832.00
6206008 ELEC CONDR(NO.8)INSULATED LF 2338 $1.55 $3,623.90
6206009 ELEC CONDR(NO.6)BARE LF 9900 $1.65 $16,335.00
6206010 ELEC CONDR(NO.6)INSULATED LF 20400 $2.06 $42,024.00
TRF SIG CBL(TY A)(14 AWG)(20
6846046 CONDR) LF 133 $4.12 $547.96
1 OPTICOM PHASE SELECTOR-GTT
6004 XXX1 MODEL 764 EA 1.08 $4,455.78 $4,812.24
6186024 CONDT(PVC)(SCH 40)(2")(BORE) LF -343 $32.96 -$11,305.28
FURNISHING AND PLACING TOPSOIL
1606003 (4") SY -3352.65 $0.97 -$3,252.07
BROADCAST SEED(PERM)(URBAN)
1646007 (CLAY) SY -31211 $0.29 -$9,051.19
1646009 BROADCAST SEED(TEMP)(WARM) SY -13955.5 $0.29 -$4,047.10
1646011 BROADCAST SEED(TEMP)(COOL) SY -35537.45 $0.29 -$10,305.86
1686001 VEGETATIVE WATERING MG -3985.23 $5.00 -$19,926.15
SOIL RETENTION BLANKETS(CL 2)(TY
1696005 E) SY -658 $2.90 -$1,908.20
4326044 RIPRAP(CONC)(FLUME) CY -6 $500.00 -$3,000.00
5066001 ROCK FILTER DAMS(INSTALL)(TY 1) LF -222 $25.00 -$5,550.00
5066002 ROCK FILTER DAMS(INSTALL)(TY 2) LF -1269 $35.00 -$44,415.00
5066011 ROCK FILTER DAMS(REMOVE) LF -1491 $12.00 -$17,892.00
5066020 CONSTRUCTION EXITS(INSTALL)(TY 1) SY -132 $18.00 -$2,376.00
5066024 CONSTRUCTION EXITS(REMOVE) SY -911 $12.00 -$10,932.00
5066038 TEMP SEDMT CONT FENCE(INSTALL) LF 839 $2.75 $2,307.25
5066039 TEMP SEDMT CONT FENCE(REMOVE) LF -7819 $0.50 -$3,909.50
5066040 BIODEG EROSN CONT LOGS(INSTL)(8") LF - 412 $6.00 -$8,472.00
BIODEG EROSN CONT LOGS(INSTL)
5066042 (18") LFr--,28 $15.00 -$1,920.00
Page 6 of 7
Contract Quantity Adjustment/Change Order
I?!
an« .,,.
rev,01/16
5066043 BIODEG EROSN CONT LOGS(REMOVE) LF -1540 $0.50 -$770,00
218 FORCE ACCOUNT-LAW ENFORCEMENT LS -0.13 $20,000.00 -$2,600.00
219 FORCE ACCOUNT-SAFETY LS -1 $10,000.00 -$10,000.00
220 FORCE ACCOUNT-EROSION CONTROL LS -1 $10,000.00 -$10,000.00
SPLIT CASING,30-IN DIA.,TYPE STEEL
W-3 CORR SP505 LF -98 $560.00 -$54,880.00
REMOVE EXISTING WATER LINE, 16-
W-5 INCH CORR SP510 LF -260 $65.00 -$16,900.00
ABANDON EXISTING WATER LINE, 16-
W-6 INCH CORR SP510 LF -104 $32.00 -$3,328.00
PIPE, 12-IN,DI AWWA C-151,CLASS 250
W-9 WATER LINE, LF 3 $165,00 $495.00
PIPE, 16-IN,DI AWWA C-151,CLASS 250
W-10 WATER LINE, LF -165.105 $315.00 -$52,008.08
W-12 PRESSURE PLUG, 12-IN DRAWINGS EA -2 $975.00 -$1,950.00
HYMAX HLD 2 COUPLING, 16-IN,
W-14 RESTRAINED CORR SP51 EA -2 $2,000.00 -$4,000.00
GATE VALVE WITH VALVE BOX, 12-INCH
W-16 CORR 511 EA -4 $5,200.00 -$20,800.00
GATE VALVE WITH VALVE BOX, 16-INCH
W-17 CORR 511 EA -1 $9,200.00 -$9,200.00
FIRE HYDRANT ASSEMBLY,ALL DEPTHS,
W-21 INCLUDING LEAD, EA -2 $7,300.00 -$14,600.00
W-23 CUT AND RESTORE PAVEMENT SY -120 $94.00 -$11,280.00
RESTRAINED JOINT FOR EXISTING 16"
W-25 WATERLINE EA -8 $1,450.00 -$11,600.00
ENCASEMENT PIPE, 18-IN DIA.,TYPE
WW-2 STEEL CORR 505 LF -25 $160.00 -$4,000.00
ENCASEMENT PIPE,30-IN DIA.,TYPE
WW-5 STEEL CORR 505 LF -15 $400.00 -$6,000.00
WW-19 MANHOLE VENT EA -1 $6,500,00 -$6,500.00
ENCASEMENT PIPE,24-IN DIA.,TYPE
R-1 STEEL CORR 505 LF 4 $212.00 $848.00
TRENCH SAFETY SYSTEMS(WATER),
R-3 ALL DEPTHS CORR 509 LF -152 $3.71 -$563.92
CO2-4 UNDERDRAIN CLEANOUTS EA 5 $1,283.39 $6,416.95
556-6006 PIPE UNDERDRAINS(TY 6)(6") LF 813 $27.96 $22,731.48
506-6039 TEMP SEDMT CONT FENCE(REMOVE) LF -750 $0.50 -$375.00
416-6029 DRILL SHAFT(RDWY ILL POLE)(30 IN) LF -232 $321.43 -$74,570.95
620-6007 ELEC CONDR. (NO 8)BARE LF -2256 $1.67 -$3,761.81
620-6008 ELEC CONDR. (NO 8)INSULATED LF -4512 $1.83 -$8,262.53
620-6009 ELEC CONDR. (NO 6)BARE LF -10366 $1.75 -$18,097.25
620-6010 ELEC CONDR. (NO 6)INSULATED LF -20732 $2.13 -$44,219.57
FL BS(CMP IN PLC)(TY A GR 5)(FNAL
247-6366 POS) CY -322 0.01 -$3.22
260-6002 LIME(HYDRATED LIME)(SLURRY) TON 3 150 $450.00
260-6084 LIME TRT(SUBGRADE)(12") SY 111 4 $444.00
310-6001 PRIME COAT(MULTI OPTION) GAL -194 4 -$776.00
528-6008 COLORED TEXTURED CONC(5") SY -74 85 -$6,290.00
529-6008 CONC CURB&GUTTER(TY II) ILF 194 18 $1,692.00
Page 7of7
Contract Quantity Adjustment/Change Order
ROUNO NOIX f I x n•.
rev,01/16
644-6001 IN SM RD SN SUP&AMTYIOBWG(I)SA(P) EA -2 545.9 -$1,091.80
666-6035 REFL PAV MRK TY I(W)8"(SLD)(090MIL) LF -330 5.1 -$1,683.00
REFL PAV MRK TYI
666-6053 (W)(ARROW)(090MIL) EA -4 154,5 -$618.00
666-6077 REFL PAV MRK TY I(W)(WORD)(090MIL) EA -4 154.5 -$618.00
672-6010 REFL PAV MRK TYII-C-R EA -16 3.61 -$57.76
3076-6048 D-GR HMA TY-D PG76-22 TON -119 97 -$11,543.00
3076-6066 TACK COAT GAL -87 4 -$348.00
160-6003 FURNISHING AND PLACING TOPSOI(4") SY 1755 0.97 $1,702.35
BROADCAST SEED
164-6007 (PERM)(URBAN)(CLAY) SY 1755 0,29 $508.95
164-6009 BROADCAST SEED(TEMP)(WARM) SY 878 0.29 $254.62
164-6011 BROADCAST SEED(TEMP)(COOL) SY 878 0.29 $254.62
168-6001 VEGETATIVE WATERING MG 123 5 $615.00
506-6040 BIODEG EROSN CONT LOGS(INSTL)(8") LF -38 6 -$228.00
506-6043 BIODEG EROSN CONT LOGS(REMOVE) LF -38 0.5 -$19.00
C08-2 Cl&C2 CURB EA 4.88743 $19,719.00 $96,375.23
531-6002 CONC SIDEWALKS(5") SY -250.56 $54.00 -$13,530.24
666-6035 Refl Pav Mrk Ty I(W)8"(SLD)(090MIL) LF -280 $5.10 -$1,428.00
666-6053 Refl Pav Mrk Ty I(W)(ARROW)(090MIL) EA -2 $154.50 -$309.00
666-6077 Refl Pav Mrk Ty I(W)(WORD)(090MIL) EA -2 $154.50 -$309.00
666-6157 Refl Pav Mrk Ty II(W)4"(BRK) LF -1142 $0.12 -$137.04
672-6010 Refl Pav Mrk Ty II C-R EA -16 $3.61 -$57.76
TOTALS: - i m"o 1 0
MUTUAL RELEASE AND SETTLEMENT AGREEMENT
1. Parties
1.01 This Settlement Agreement and Release(Agreement)is entered into by and among
the following parties(hereinafter collectively referred to as the Parties,and individually as a Party,
or as defined below), effective as of the date of the last signature to this Agreement (Execution
Date):
(i) The City of Round Rock(the City);and
(ii) J.D.Abrams, L.P. (J.D.Abrams).
1.02 For the purposes of the releases set forth below,the term or reference to a Party or
Parties includes that Party's or Patties' respective past, present, and future officers, directors,
managers, members, shareholders, stockholders, agents, attorneys, servants, representatives,
employees, former employees, parent companies, subsidiaries, affiliates, partners, insurers,
sureties, assigns, third-party administrators, representatives, successors and assigns, heirs, and
predecessors and successors in interest.
H. Recitals
2.01 WHEREAS, on October 14, 2021, the City and J.D. Abrams entered into an
agreement (Kenney Fort Blvd. Contract) for J.D. Abrams to construct Kenney Fort Boulevard
Segments 2 and 3.
2.02 WHEREAS,J.D.Abrams furnished and supplied labor, materials, and services to
the City for the Kenney Fort Blvd, Segments 2 and 3 Project and submitted invoices to the City
for said Work;
2.03 WHEREAS, disputes arose between the Parties regarding the Work and payment
for the Work(the Dispute);
2.04 WHEREAS, to close out the Kenney Fort Blvd. Segments 2 and 3 Project and to
release of all currently known and unknown claims and matters in controversy between the Patties,
as well as any matters that might arise in the future arising in any way out of the Kenney Fort Blvd.
Contract and the Dispute, the Parties mutually desire to buy peace and enter into this Agreement
upon the following terms and conditions.
2.05 NOW, THEREFORE, in consideration of the payment of the sum(s) hereinafter
stated; the mutual covenants, agreements, and releases contained herein; and other good and
valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Patties
agree as follows:
Page 1 of 5
III.Agreement
A. Payment; Terms.
3.01 The City agrees to pay to J.D. Abrams the following sum: SEVEN HUNDRED
THIRTY-ONE THOUSAND SEVEN HUNDRED SEVENTY-SEVEN and 62/100
DOLLARS ($731,777.62) (the Final Payment). The Final Payment represents the final payment
for the entirety of the project and J.D.Abrams will not receive any additional monies for retainage
or change order amounts or any other project-related costs.The Final Payment shall be made after
approval of City Council and delivered to J.D. Abrams in the format of prior Project payments.
After the Final Payment is received by J.D. Abrams, the Project accounting will be complete and
fully satisfied.
B. Releases.
3.02 In exchange for the Final Payment and terms referenced in Paragraph 3.01
above, each Party to this Agreement agrees to, and does hereby, fully release and forever
discharge each other Party to this Agreement from any and all claims, causes of action,
losses,expenses, damages, and injuries arising out of the Project Contract and the Dispute,
whether known or unknown as of the Execution Date of this Agreement, whether existing
now or arising at any time in the future,whether or not such claim was or could have been
asserted,and regardless of the cause of action.
3.03 The Parties agree to execute such other and further documents and releases,
consistent with the terms of this Agreement, as may be reasonably required by any Party to
evidence and effect the Agreement reached herein.
3.04 Reserved and excepted from the releases set forth in Section 3.02 above are all other
claims arising out of a breach of this Agreement. If any Party brings an action for breach of this
Agreement, the prevailing party in such action shall be entitled to recover from the other such
costs, expenses,and reasonable attorneys' fees incurred in such action.
C. Covenants
3.05 Each Party hereby covenants,represents, and warrants to each other Patty that:
(a) Such Party is correctly described and named in this Agreement;
(b) Before executing this Agreement, such Party became fully informed of the
terms, contents,provisions, and effect of this Agreement;
(c) The signatory to this Agreement signing on behalf of such Patty is fully
authorized and legally competent to execute this Agreement as the legal,
valid,and binding act and deed of such Party;
Page 2 of 5
(d) This Agreement is fully and forever binding on and enforceable against such
Party in accordance with its terms;
(e) Stich Party will not sue any other Party for claims that such Party released
in this Agreement at any time after the execution of this Agreement;
(f) In entering into and signing this Agreement,such Party has had the benefit
of the advice of attorneys of such Party's own choosing and enters into this
Agreement freely, upon its own investigation and knowledge,and by such
Party's own choosing and judgment,without duress or other influence;
(g) Such Party has made an investigation to such Party's satisfaction of all facts
and reasons why such Party should enter into this Agreement and agrees,
based upon such Party's knowledge,experience,and investigation,that this
Agreement is fair and just; and
(h) Such Party acknowledges that its aforesaid representations are a material
inducement to every other Party to enter into this Agreement.
D. Miscellaneous
3.06 Full Satisfaction. Except as expressly stated herein, the Parties understand and
agree that the Settlement Agreement terms are being made in full satisfaction of the claims released
herein,and that no Party will receive any sums of money from the other, including payments for
settlement,legal fees,costs,expenses, interest,or taxes in satisfaction of such released claims.
3.07 Amendments. Neither this Agreement nor any term hereof may be changed,
waived,discharged,or terminated orally,but only by written agreement signed by all of the Parties
hereto.
3.08 Headings. The headings of the sections and the subsections of this Agreement are
inserted for convenience only and shall not be deemed to constitute a part of this Agreement.
3.09 Authorship. The Parties agree that this Agreement has been mutually drafted,
authored, and extensively reviewed by the Parties prior to its execution, and that it shall not be
construed against any one Party by reason of any rule of authorship.
3.10 Binding Effect: This Agreement, in accordance with its terms, shall be and is
binding upon,and shall inure to the benefit of,the Parties to this Agreement and their respective
heirs,beneficiaries, descendants,and present, former,and future directors,officers,shareholders,
managers, agents, attorneys, consultants, parents, subsidiaries, owners, affiliates, employers,
partners, insurers, underwriters, administrators, executors, representatives, successors, and
assigns,and any and all persons and entities in privity with them.
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3.11 Entire Aereement. THIS AGREEMENT REPRESENTS THE ENTIRE
AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT
MATTER HE, AND SUPERSEDES ANY AND ALL PRIOR AGREEMENTS,
UNDERSTANDINGS, CONDITIONS, REPRESENTATIONS, AND/OR WARRANTIES,
WHETHER ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER
HEREOF. THE TERMS OF THIS AGREEMENT ARE CONTRACTUAL AND NOT
MERE RECITALS. NO ORAL UNDERSTANDINGS, STATEMENTS, PROMISES, OR
INDUCEMENTS CONTRARY TO THE TERMS OF THIS AGREEMENT EXIST.
3.12 Waiver of Reliance. THE PARTIES EXPRESSLY WARRANT AND
REPRESENT THAT NO STATEMENT, REPRESENTATION, PROMISE,
AGREEMENT, INDUCEMENT, OR WARRANTY NOT CONTAINED IN THE
AGREEMENT HAS BEEN MADE TO ANY PARTY,EXCEPT AS SET FORTH IN THE
AGREEMENT. THE PARTIES EXPRESSLY WARRANT AND REPRESENT THAT,IN
ENTERING INTO THIS AGREEMENT, NONE OF THE PARTIES ARE ACTING OR
RELYING UPON ANY STATEMENT,REPRESENTATION,PROMISE,AGREEMENT,
INDUCEMENT, OR WARRANTY BY THE PARTIES OR THEIR AGENTS AND
EXPRESSLY WAIVE ANY RELIANCE THEREON. INSTEAD, THE PARTIES ARE
RELYING ON THEIR OWN JUDGMENT IN ENTERING INTO THE AGREEMENT.
3.13 No Admission of Liability. The Parties understand and agree that by this
Agreement they are settling disputed claims;that certain claims have been made and denied;that
they are entering into this Agreement to compromise and settle such disputed claims; that by
entering into this Agreement,they are seeking to avoid the expense and uncertainty of continued
litigation and to buy peace; and that this Agreement does not constitute or even imply any
admission of liability,wrongdoing, or fault of any kind, but that the Parties all expressly deny all
liability or fault for all claims that have been or that could have been asserted by the Parties.
3.14 Applicable Law and Venue. The Parties acknowledge that this Agreement shall
be governed by and construed in accordance with the internal laws of the State of Texas without
regard to conflict-of-laws principles and is performable in Travis County, Texas. Venue of any
proceedings to enforce the terms of this Agreement shall lie in Travis County,Texas.
3.15 Valid Aereement. This Agreement has been duly authorized and constitutes a
legal,valid,and binding obligation of all Parties hereto and is enforceable against each of them in
accordance with its terms.
3.16 Further Assurances. Each Party agrees to execute, acknowledge, and deliver,
from time to time, such additional documents as any of the Parties may reasonably require to
effectuate the terms of this Agreement and the intentions of the Parties hereto.
3.17 Time is of the Essence The Parties shall adhere to all dates and time periods in
this Agreement, which dates and time periods are of the essence, unless the context clearly and
unequivocally allows otherwise.
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3.18 Legal Construction. In the event any one or more of the provisions contained in
the Agreement shall for any reason be held to be invalid, illegal,or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the
Agreement shall be construed as if such invalid,illegal,or unenforceable provision had never been
contained herein.
3.19 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall be deemed one and the
same Agreement. No Party to this Agreement shall be bound hereby until a counterpart of this
Agreement has been executed by all Parties hereto. It shall not be necessary for each Party to
execute the same counterpart,but each Party hereto shall receive one or more counterparts signed
by all other Parties hereto.
IN WITNESS WHEREOF, the Parties to this SETTLEMENT AND RELEASE
AGREEMENT have approved and executed it on the dates specified below.
THE CIT OF ROUND ROCK
By:
Title:
Date: 4C, 2 , 2D2Q
J.D. ABRAM P.
By: ' � // e
Title:
Date: ! ! !lJ�✓C� 1' ZD��
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