CM-09-01-009NOVATION AGREEMENT
Carter & Burgess, Inc. (Transferor), a corporation duly organized and existing under the laws of
Texas with its principal office in Ft. Worth, Texas; Jacobs Engineering Group Inc. (Transferee),
a corporation duly organized and existing under the laws of Delaware with its principal office in
Pasadena, California; and the CITY OF ROUND ROCK, a Texas home -rule municipal
corporation whose offices are located at 221 East Main Street, Round Rock, Texas 78664-
5299, (hereinafter referred to as "Round Rock"), the CITY OF CEDAR PARK, a Texas home -
rule municipal corporation, whose offices are located at 600 North Bell Blvd., Cedar Park,
Texas 78613 (hereinafter referred to as "Cedar Park"), the CITY OF LEANDER, a Texas home -
rule municipal corporation, whose offices are located at 200 W. Willis St., Leander, Texas
78641 (hereinafter referred to as Leander", (all GoIlectively referred to hereinafter as "Owners"),
enter into this Agreement as of rjto G;wtl (6 , 2009.
(a) The parties agree to the following facts:
(1) The Owners has entered into certain contracts with the Transferor, as shown in the
attached list marked "Exhibit A" and incorporated in this Agreement by reference. The
term "the contracts", as used in this Agreement, means the above contracts and all other
active contracts, including all modifications, made between the Owners and the Transferor
before the effective date of this Agreement.
(2) The Transferor is a wholly owned subsidiary of the Transferee. As of January 1,
2009, all employees of the Transferor have become employees of the Transferee, and the
Transferor is in the process of closing down its business.
(3) The Transferee is in a position to fully perform all obligations that may exist under the
contracts.
(4) It is consistent with the Owner's interests to recognize the Transferee as the
successor party to the contracts.
(b) In consideration of these facts, the parties agree as follows:
(1) The Transferee agrees to be bound by and to perform each contract in accordance
with the conditions contained in the contracts. The Transferee also assumes all obligations
and liabilities of, and all claims against, the Transferor under the contracts as if the
Transferee were the original party to the contracts.
(2) The Transferee ratifies all previous actions taken by the Transferor with respect to
the contracts, with the same force and effect as if the action had been taken by the
Transferee.
(3) The Owners recognize the Transferee as the Transferor's successor in interest in
and to the contracts. The Transferee by this Agreement becomes entitled to all rights,
titles, and interests of the Transferor in and to the contracts as if the Transferee were the
original party to the contracts.
(4) All payments and reimbursements previously made by the Owner to the Transferor,
and all other previous actions taken by the Owners under the contracts, shall be
considered to have discharged those parts of the Owner's obligations under the contracts.
All payments and reimbursements made by the Owners after the date of this Agreement
Page 1 of 3
should be made in the name of the Transferee, under the same remittance instructions as
were applicable for the Transferor.
(5) In consideration of the terms and conditions of this Agreement, the Owners hereby
consent to the foregoing transfer and novation of the contracts.
(6) The contracts shall remain in full force and effect, except as modified by this
Agreement. Each party has executed this Agreement as of the day and year first above
written.
OWNER - CITY OF ROUND ROCK CARTER & B
By: By:
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OWNER - CITY OF CEDAR PARK
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OWNER - CITY OF LE ' ER
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JACOBS ENGINEERING GROUP INC.
(Transferee)
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Page 2 of 3
CONTRACTS TO BE NOVATED
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DATE: January 12, 2009
SUBJECT: City Manager Approval —January 16, 2009
ITEM: Consider executing a Novation Agreement with Carter & Burgess, Inc., Jacobs
Engineering Group, Inc., and the Cities of Cedar Park and Leander.
Department:
Staff Person:
Justification:
Water and Wastewater Utilities
Michael D. Thane, P.E., Director of Utilities
This agreement serves as consent to the foregoing transfer and novation of all contracts made
between the City and Carter & Burgess, Inc. Jacobs Engineering Group, Inc. will now be
recognized as the successor party to the contracts thus fully performing all obligations that may
exist under the contracts.
Funding:
Cost: N/A
Source of funds: N/A
Outside Resources: Jacobs Engineering Group, Inc.
Background Information:
As of January 1, 2008, all employees of Carter & Burgess, Inc. became employees of Jacobs
Engineering Group Inc. in order for Carter & Burgess to move forward with closing down its
business. Currently, Carter & Burgess is under contract to perform the engineering services for
the Raw Water Barge and Pipeline project. This project is a part of the Brushy Creek Regional
Water System Improvements project; therefore, it is required that each of the cities, Round
Rock, Cedar Park and Leander, agree on all the terms and conditions of this agreement.
Public Comment:
N/A