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R-07-05-24-11D2 - 5/24/2007 RESOLUTION NO. R-07-05-24-11D2 WHEREAS, Chapter 791 of the Texas Government Code, V.T.C.A. , authorizes local governments and agencies of the state to enter into agreements with one another to perform governmental functions and services, and WHEREAS, the City of Round Rock wishes to enter into an Interlocal Agreement with the City of Cedar Park and the City of Leander regarding project management services for the Regional Water System, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Interlocal Agreement with the City of Cedar Park and the City of Leander, a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 24th day of May, 200 WE L, Mayor Ci y of Round Rock, Texas ATTEST: CHRISTINE R. MARTINEZ`, City Secreta 0:\wdox\RESOLUTI\R70524D2.WPD/rmc/0199-4622 INTERLOCAL AGREEMENT REGARDING PROJECT MANAGEMENT SERVICES FOR REGIONAL WATER SYSTEM THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § THIS INTERLOCAL AGREEMENT REGARDING PROJECT MANAGEMENT SERVICES FOR REGIONAL WATER SYSTEM("Agreement") is entered into between the City of Round Rock, Texas, a Texas home-rule city ("Round Rock"); the City of Cedar Park, Texas, a Texas home-rule city ("Cedar Park"), and the City of Leander, Texas, a Texas home- rule city ("Leander"). In this Agreement, Round Rock, Cedar Park and Leander are sometimes individually referred to as"Party"and collectively referred to as "Parties". Recitals WHEREAS, the growth of the Cities of Round Rock, Cedar Park and Leander necessitates the development of additional water treatment capacity for each of these communities; WHEREAS, the Parties have agreed to jointly pursue a regional water supply system that will ultimately provide treatment capacity for an additional 105.8 million gallons per day of potable water supply to meet future water demands of the Parties based on projected population growth; WHEREAS, the Parties will need the services of a skilled and experienced manager in order to pursue design and construction of the regional water supply system; and WHEREAS, the purpose of this Agreement is to set forth the terms and conditions under which the Parties may authorize project management and oversight support for the design and construction of the regional water system and under which the Parties will cost participate in all costs and expenses related thereto. NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and agreements of the Parties contained in this Agreement, the Parties agree as follows: I. DEFINITIONS When used in this Agreement, capitalized terms not otherwise defined shall have the meanings set forth below: 1.01 "Agreement" means this Interlocal Agreement Regarding Project Management Services for Regional Water System. 1.02 "Cedar Park"means the City of Cedar Park,Texas. $yy EXHIBIT 1 A "All 1.03 "City Managers Committee" means the committee consisting of the City Managers for Cedar Park, Leander, and Round Rock. 1.04 "Cost Allocation Percentage" means the percentage of Regional Project Management Services Costs to be paid by each Party. The Cost Allocation Percentage for each Party is as follows: Cedar Park: 14.18% Leander: 47.26% Round Rock 38.56% 1.05 "Design & Oversight Committee" or "D.O. Committee" means the engineering representative(s) selected by each Party for purposes of overseeing the Regional Project in accordance with the PER and the Project Schedule. 1.06 "Effective Date" means the last date of execution of this Agreement by the Parties; provided all of the Parties must execute this Agreement for it to be effective. 1.07 "Leander"means the City of Leander, Texas. 1.08 "Party" or "Parties" means Cedar Park, Round Rock, and/or Leander, individually or collectively, as applicable. 1.09 "PER" means the "Regional Water Supply Project Engineering Design Report" prepared by HDR Engineering, Inc. and dated November 2006. 1.10 "Regional Project Manager" means the project manager selected and appointed by the Parties to provide project management and oversight support for the Regional Project. The project manager selected by the Parties will be experienced and qualified in public utility projects,particularly those involving large water and/or wastewater systems. 1.11 "Regional Project Management Services"means the management and oversight services to be performed by the Regional Project Manager. These services will be in support of the Regional Project. 1.12 "Regional Project Management Costs" means all costs and expenses incurred by the Parties for Regional Project Management Services. Each Party shall bear its share of the Regional Project Management Costs in accordance with the Cost Allocation Percentage set forth herein. 1.13 "Regional Project" means the regional water supply system, which will ultimately provide an additional 105.8 million gallons per day of potable water supply to meet future water demands of the Parties, based on projected population growth, as more fully described in the PER. 1.14 "Round Rock"means the City of Round Rock,Texas. 2 II. REGIONAL PROJECT MANAGEMENT SERVICES 2.01 Regional Project Management Services. (a) The Parties hereby appoint and retain Chris Lippe ("Lippe") as Regional Project Manager. Lippe shall provide Regional Project Management Services to the Parties in accordance with the provisions of the Agreement. (b) The Parties agree that Round Rock will serve as the principal contact with the Regional Project Manager and may employ him as a temporary employee. Round Rock will have primary responsibility to oversee and administer the Regional Project Management Services,but shall do so at all times in cooperation with the D.O. Committee. 2.02 D.O. Committee Participation. (a) The Regional Project Manager shall work with and report to the D.O. Committee. The D.O. Committee shall prepare a schedule of meetings with the Regional Project Manager that shall be approved by all members of the D.O. Committee. Round Rock shall ensure that the Regional Project Manager works cooperatively with the D.O. Committee at all times. The foregoing shall not be construed to prohibit any Party from communicating directly with the Regional Project Manager regarding the Regional Project without the presence or participation of the other Parties, or from meeting with the Regional Project Manager when it is not practicable to schedule a meeting with the D.O. Committee. (b) The D.O. Committee shall: (i) Attend and participate in regular meetings with the Regional Project Manager to monitor the status of the Regional Project and to provide direction and recommendations with respect thereto; (ii) Ensure that the Regional Project Management Services are performed in accordance with the PER and the Project Schedule; and (iii) Address any other relevant matters relating to the Regional Project Management Services. (c) Within ten (10) business days of receipt of any reports or recommendations prepared by a Condemnation Counsel, the members of the D.O. Committee shall specify in writing to each other any objections regarding the draft reports, and any proposed revisions thereto. If any member of the D.O. Committee fails to object in writing to the report within ten (10) business days, then that member shall be deemed to have approved the draft report. In the event that any member of the D.O. Committee timely objects to the draft report, then the D.O. Committee shall endeavor in good faith to resolve the matter by unanimous agreement. If the D.O. Committee cannot unanimously agree to the proper resolution within ten (10) business days, then the D.O. Committee shall refer the dispute to the City Managers Committee. The City Managers Committee shall work diligently and in good faith to resolve any dispute as quickly as possible so as not to jeopardize the completion of the Regional Project in 3 accordance with the Project Schedule. If the City Managers Committee is unable to resolve a dispute after reasonable and good faith efforts,the Parties shall promptly refer the dispute to their respective City Councils for consideration. If the dispute is not resolved within thirty (30) days after referral to the City Councils, then the Parties shall terminate this Agreement. In the event of termination, Round Rock may, at its own cost and expense, continue its temporary employment relationship with Lippe. 2.03 Access to Work Product. (a) Any Party is entitled to copies of any work product produced by the Regional Project Manager in connection with the Regional Project Management Services. The Party requesting a copy of such information shall pay all reasonable costs incurred in preparing and furnishing the copies. (b) The Parties may utilize the work product produced by the Regional Project Manager for their own purposes. III. PAYMENT OF REGIONAL PROJECT MANAGEMENT SERVICES COSTS. 3.01 Payment of Regional Project Management Services Costs. (a) All Regional Project Management Services Costs shall be shared by the Parties according to the Cost Allocation Percentages. (b) The Parties agree that Round Rock shall administer the compensation and other benefits paid to the Regional Project Manager, who may be treated as a temporary employee of Round Rock. Each calendar quarter, Round Rock shall submit notice to the other Parties indicating each Party's share of the compensation and other benefits paid to the Regional Project Manager in accordance with each Party's Cost Allocation Percentage. Cedar Park and Leander shall forward payment therefor within ten(10)business days of the receipt of notice. (c) In the event of any disputes among the Parties, the Parties agree that the City Managers Committee shall work diligently and in good faith to resolve any dispute concerning Regional Project Management Services and/or Regional Project Management Services Costs as quickly as possible so as not to jeopardize the completion of the Regional Project. If the City Managers Committee is unable to resolve a dispute after reasonable and good faith efforts, the Parties shall promptly refer the dispute to their respective City Councils for consideration. If the dispute is not resolved within thirty (30) days after referral to the City Councils, then the Parties shall terminate this Agreement. In the event of termination, Round Rock may, at its own cost and expense, continue its temporary employment relationship with Lippe. IV. GENERAL PROVISIONS 4.01 Authority. This Agreement is made in part under the authority conferred in Chapter 791, Texas Government Code and Section 402.001, Texas Local Government Code. 4 4.02 Severability.The provisions of this Agreement are severable and, if any provision of this Agreement is held to be invalid for any reason by a court or agency of competent jurisdiction,the remainder of this Agreement will not be affected and this Agreement will be construed as if the invalid portion had never been contained herein. 4.03 Payments from Current Revenues.Any payments required to be made by a Party under this Agreement will be paid from current revenues or other funds lawfully available to the Party for such purpose. 4.04 Cooperation. The Parties agree to cooperate at all times in good faith to effectuate the purposes and intent of this Agreement. 4.05 Entire Agreement. Except as otherwise expressly provided herein, this Agreement contains the entire agreement of the Parties regarding the sharing of costs for the Regional Project Management Services and supersedes all prior or contemporaneous understandings or representations, whether oral or written, regarding the subject matter. The Parties confirm that further agreements regarding the Regional Project are contemplated and will not be affected or limited by this Agreement. 4.06 Amendments. Any amendment of this Agreement must be in writing and will be effective if signed by the authorized representatives of the Parties. 4.07 Applicable Law; Venue. This Agreement will be construed in accordance with Texas law. Venue for any action arising hereunder will be in Williamson County, Texas. 4.08 Notices. Any notices given under this Agreement will be effective if(i) forwarded to a Party by hand-delivery; (ii) transmitted to a Party by confirmed telecopy; or (iii) deposited with the U.S. Postal Service,postage prepaid, certified, to the address of the Party indicated below: CEDAR PARK: 600 North Bell Blvd. Cedar Park, Texas 78613 Attn: Sam Roberts Telephone: (512)258-4121 x6321 Facsimile: (512)258-6083 Email: roberts@ci.gLdar- �park.tx.us with copy to: Leonard Smith P.O. Box 684633 Austin, Texas 78768 Telephone: (512)474-6707 Facsimile: (512)474-6706 Email: lsmith ,leonardsmithlaw com 5 ROUND ROCK: 221 East Main Round Rock, Texas 78664 Attn: Jim Nuse Telephone: (512)218-5410 Facsimile:(512)218-7097 Email:jnuse@,round-rock.tx.us with copy to: Steve Sheets 309 E. Main Street Round Rock, Texas 78664-5264 Telephone: (512)255-8877 Facsimile: (512)255-8986 Email: slsheetsasheets-crossfield com Leander: P.O. Box 319 Leander, Texas 78646-0319 Attn: Wayne Watts Telephone: (512)259-1178 Facsimile: (512)259-1605 Email: w.watts@ci.leander.tx.us with copy to: Diana Granger 223 W. Anderson Lane, Suite A-105 Austin, Texas 78752 Telephone: (512)323-5778 Telecopy: (512) 323-5773 Email: attorneysaa,cityattornolexas com 4.09 Force Majeure. Parties shall not be deemed in violation of this Contract if prevented from performing any of their obligations hereunder by reasons for which they are not responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. 4.10 Counterparts. Effect of Partial Execution. This Agreement may be executed simultaneously in multiple counterparts, each of which will be deemed an original, but all of which will constitute the same instrument. 4.11 Authority. Each Party represents and warrants that it has the full right, power and authority to execute this Agreement [SIGNATURES ON FOLLOWING PAGES) 6 CITY OF ROUND ROCK: ATTEST: By: Christine Martinez, City Secretary Nyle Maxwell,Mayor Date: 7 CITY OF CEDAR PARK: ATTEST: By: LeAnn Quinn, City Secretary Bob Lemon,Mayor Date: 8 CITY OF LEANDER: ATTEST: By: Debbie Haile, City Secretary John Cowman, Mayor Date: 9 DATE: May 17, 2007 SUBJECT: City Council Meeting - May 24, 2007 ITEM: 11D2. Consider a resolution authorizing the Mayor to execute an Interlocal Agreement Regarding Project Management Services for the Regional Water System with the City of Cedar Park and the City of Leander. Department: Water and Wastewater Utilities Staff Person: Michael D. Thane, P.E., Director of Utilities Justification: The Cities of Round Rock, Cedar Park, and Leander have agreed to jointly pursue a Regional (Lake Travis) Water System that will ultimately provide an additional 105.8 million gallons per day of potable water to meet future water demands of the Cities based on projected population growth. This agreement is for the Project Management Services which includes the selection and appointment of a Regional Project Manager to provide management and oversight services for the regional project. All Project Management Costs shall be shared by the Parties according to their ultimate capacity allocation percentage in the Regional Water System. These percentages are Round Rock (38.56%); Cedar Park (14.18%); and Leander (47.26%). Funding: Cost: Unknown at this time. Source of funds: Capital Project Funds (Self-Financed Utility) Outside Resources: Chris Lippe -Regional Project Manager City of Cedar Park City of Leander Background Information: This agreement is related to the Regional Water System Project. Public Comment: N/A EXECUTED DOCUMENT FOLLOWS INTERLOCAL AGREEMENT REGARDING PROJECT MANAGEMENT SERVICES FOR REGIONAL WATER SYSTEM THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § THIS INTERLOCAL AGREEMENT REGARDING PROJECT MANAGEMENT SERVICES FOR REGIONAL WATER SYSTEM("Agreement') is entered into between the City of Round Rock, Texas, a Texas home-rule city ("Round Rock"); the City of Cedar Park, Texas, a Texas home-rule city ("Cedar Park"), and the City of Leander, Texas, a Texas home- rule city ("Leander"). In this Agreement, Round Rock, Cedar Park and Leander are sometimes individually referred to as " Party" and collectively referred to as "Parties". Recitals WHEREAS, the growth of the Cities of Round Rock, Cedar Park and Leander necessitates the development of additional water treatment capacity for each of these communities; WHEREAS, the Parties have agreed to jointly pursue a regional water supply system that will ultimately provide treatment capacity for an additional 105.8 million gallons per day of potable water supply to meet future water demands of the Parties based on projected population growth; WHEREAS, the Parties will need the services of a skilled and experienced manager in order to pursue design and construction of the regional water supply system; and WHEREAS, the purpose of this Agreement is to set forth the terms and conditions under which the Parties may authorize project management and oversight support for the design and construction of the regional water system and under which the Parties will cost participate in all costs and expenses related thereto. NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and agreements of the Parties contained in this Agreement, the Parties agree as follows: I. DEFINITIONS When used in this Agreement, capitalized terms not otherwise defined shall have the meanings set forth below: 1.01 "Agreement' means this Interlocal Agreement Regarding Project Management Services for Regional Water System. 1.02 "Cedar Park"means the City of Cedar Park, Texas. 1 1.03 "City Managers Committee" means the committee consisting of the City Managers for Cedar Park, Leander, and Round Rock. 1.04 "Cost Allocation Percentage" means the percentage of Regional Project Management Services Costs to be paid by each Party. The Cost Allocation Percentage for each Party is as follows: Cedar Park: 14.18% Leander: 47.26% Round Rock 38.56% 1.05 "Design & Oversight Committee" or "D.O. Committee" means the engineering representative(s) selected by each Party for purposes of overseeing the Regional Project in accordance with the PER and the Project Schedule. 1.06 "Effective Date" means the last date of execution of this Agreement by the Parties; provided all of the Parties must execute this Agreement for it to be effective. 1.07 "Leander"means the City of Leander, Texas. 1.08 "Party" or "Parties" means Cedar Park, Round Rock, and/or Leander, individually or collectively, as applicable. 1.09 "PER" means the "Regional Water Supply Project Engineering Design Report" prepared by HDR Engineering, Inc. and dated November 2006. 1.10 "Regional Project Manager" means the project manager selected and appointed by the Parties to provide project management and oversight support for the Regional Project. The project manager selected by the Parties will be experienced and qualified in public utility projects, particularly those involving large water and/or wastewater systems. 1.11 "Regional Project Management Services" means the management and oversight services to be performed by the Regional Project Manager. These services will be in support of the Regional Project. 1.12 "Regional Project Management Costs" means all costs and expenses incurred by the Parties for Regional Project Management Services. Each Party shall bear its share of the Regional Project Management Costs in accordance with the Cost Allocation Percentage set forth herein. 1.13 "Regional Project" means the regional water supply system, which will ultimately provide an additional 105.8 million gallons per day of potable water supply to meet future water demands of the Parties, based on projected population growth, as more fully described in the PER. 1.14 "Round Rock"means the City of Round Rock, Texas. 2 II. REGIONAL PROJECT MANAGEMENT SERVICES 2.01 Regional Project Management Services. (a) The Parties hereby appoint and retain Chris Lippe ("Lippe") as Regional Project Manager. Lippe shall provide Regional Project Management Services to the Parties in accordance with the provisions of the Agreement. (b) The Parties agree that Round Rock will serve as the principal contact with the Regional Project Manager and may employ him as a temporary employee. Round Rock will have primary responsibility to oversee and administer the Regional Project Management Services, but shall do so at all times in cooperation with the D.O. Committee. 2.02 D.O. Committee Participation. (a) The Regional Project Manager shall work with and report to the D.O. Committee. The D.O. Committee shall prepare a schedule of meetings with the Regional Project Manager that shall be approved by all members of the D.O. Committee. Round Rock shall ensure that the Regional Project Manager works cooperatively with the D.O. Committee at all times. The foregoing shall not be construed to prohibit any Party from communicating directly with the Regional Project Manager regarding the Regional Project without the presence or participation of the other Parties, or from meeting with the Regional Project Manager when it is not practicable to schedule a meeting with the D.O. Committee. (b) The D.O. Committee shall: (i) Attend and participate in regular meetings with the Regional Project Manager to monitor the status of the Regional Project and to provide direction and recommendations with respect thereto; (ii) Ensure that the Regional Project Management Services are performed in accordance with the PER and the Project Schedule; and (iii) Address any other relevant matters relating to the Regional Project Management Services. (c) Within ten (10) business days of receipt of any reports or recommendations prepared by a Condemnation Counsel, the members of the D.O. Committee shall specify in writing to each other any objections regarding the draft reports, and any proposed revisions thereto. If any member of the D.O. Committee fails to object in writing to the report within ten (10) business days, then that member shall be deemed to have approved the draft report. In the event that any member of the D.O. Committee timely objects to the draft report, then the D.O. Committee shall endeavor in good faith to resolve the matter by unanimous agreement. If the D.O. Committee cannot unanimously agree to the proper resolution within ten (10) business days, then the D.O. Committee shall refer the dispute to the City Managers Committee. The City Managers Committee shall work diligently and in good faith to resolve any dispute as quickly as possible so as not to jeopardize the completion of the Regional Project in 3 accordance with the Project Schedule. If the City Managers Committee is unable to resolve a dispute after reasonable and good faith efforts, the Parties shall promptly refer the dispute to their respective City Councils for consideration. If the dispute is not resolved within thirty (30) days after referral to the City Councils, then the Parties shall terminate this Agreement. In the event of termination, Round Rock may, at its own cost and expense, continue its temporary employment relationship with Lippe. 2.03 Access to Work Product. (a) Any Party is entitled to copies of any work product produced by the Regional Project Manager in connection with the Regional Project Management Services. The Party requesting a copy of such information shall pay all reasonable costs incurred in preparing and furnishing the copies. (b) The Parties may utilize the work product produced by the Regional Project Manager for their own purposes. III. PAYMENT OF REGIONAL PROJECT MANAGEMENT SERVICES COSTS. 3.01 Payment of Regional Project Management Services Costs. (a) All Regional Project Management Services Costs shall be shared by the Parties according to the Cost Allocation Percentages. (b) The Parties agree that Round Rock shall administer the compensation and other benefits paid to the Regional Project Manager, who may be treated as a temporary employee of Round Rock. Each calendar quarter, Round Rock shall submit notice to the other Parties indicating each Party's share of the compensation and other benefits paid to the Regional Project Manager in accordance with each Party's Cost Allocation Percentage. Cedar Park and Leander shall forward payment therefor within ten(10)business days of the receipt of notice. (c) In the event of any disputes among the Parties, the Parties agree that the City Managers Committee shall work diligently and in good faith to resolve any dispute concerning Regional Project Management Services and/or Regional Project Management Services Costs as quickly as possible so as not to jeopardize the completion of the Regional Project. If the City Managers Committee is unable to resolve a dispute after reasonable and good faith efforts, the Parties shall promptly refer the dispute to their respective City Councils for consideration. If the dispute is not resolved within thirty (30) days after referral to the City Councils, then the Parties shall terminate this Agreement. In the event of termination, Round Rock may, at its own cost and expense, continue its temporary employment relationship with Lippe. IV. GENERAL PROVISIONS 4.01 Authority. This Agreement is made in part under the authority conferred in Chapter 791, Texas Government Code and Section 402.001, Texas Local Government Code. 4 4.02 Severability. The provisions of this Agreement are severable and, if any provision of this Agreement is held to be invalid for any reason by a court or agency of competent jurisdiction, the remainder of this Agreement will not be affected and this Agreement will be construed as if the invalid portion had never been contained herein. 4.03 Payments from Current Revenues. Any payments required to be made by a Party under this Agreement will be paid from current revenues or other funds lawfully available to the Party for such purpose. 4.04 Cooperation. The Parties agree to cooperate at all times in good faith to effectuate the purposes and intent of this Agreement. 4.05 Entire Agreement. Except as otherwise expressly provided herein, this Agreement contains the entire agreement of the Parties regarding the sharing of costs for the Regional Project Management Services and supersedes all prior or contemporaneous understandings or representations, whether oral or written, regarding the subject matter. The Parties confirm that further agreements regarding the Regional Project are contemplated and will not be affected or limited by this Agreement. 4.06 Amendments. Any amendment of this Agreement must be in writing and will be effective if signed by the authorized representatives of the Parties. 4.07 Applicable Law; Venue. This Agreement will be construed in accordance with Texas law. Venue for any action arising hereunder will be in Williamson County, Texas. 4.08 Notices. Any notices given under this Agreement will be effective if(i) forwarded to a Party by hand-delivery; (ii) transmitted to a Party by confirmed telecopy; or (iii) deposited with the U.S. Postal Service,postage prepaid, certified, to the address of the Party indicated below: CEDAR PARK: 600 North Bell Blvd. Cedar Park, Texas 78613 Attn: Sam Roberts Telephone: (512) 258-4121 x6321 Facsimile: (512) 258-6083 Email: roberts ci.cedar-park tx us with copy to: Leonard Smith P.O. Box 684633 Austin, Texas 78768 Telephone: (512) 474-6707 Facsimile: (512)474-6706 Email: Ismith@leonardsmithlaw.com 5 ROUND ROCK: 221 East Main Round Rock, Texas 78664 Attn: Jim Nuse Telephone: (512) 218-5410 Facsimile:(512) 218-7097 Email:jnuse ,round-rock.tx.us with copy to: Steve Sheets 309 E. Main Street Round Rock, Texas 78664-5264 Telephone: (512) 255-8877 Facsimile: (512) 255-8986 Email: slsheets&sheets-crossfield com Leander: P.O. Box 319 Leander, Texas 78646-0319 Attn: Wayne Watts Telephone: (512) 259-1178 Facsimile: (512) 259-1605 Email: w.watts@ci.leander.tx.us with copy to: Diana Granger 223 W. Anderson Lane, Suite A-105 Austin, Texas 78752 Telephone: (512) 323-5778 Telecopy: (512) 323-5773 Email: attomevs(2cityattome3texas.com 4.09 Force Majeure. Parties shall not be deemed in violation of this Contract if prevented from performing any of their obligations hereunder by reasons for which they are not responsible or circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. 4.10 Counterparts. Effect of Partial Execution. This Agreement may be executed simultaneously in multiple counterparts, each of which will be deemed an original, but all of which will constitute the same instrument. 4.11 Authority. Each Party represents and warrants that it has the full right, power and authority to execute this Agreement [SIGNATURES ON FOLLOWING PAGES] 6 CITY OF ROUND ROCK: ATTEST: By: 2 Christine Martinez, City Secretary XyleMaxwell<, Ma:vor Date: j 0'7 7 CITY OF CEDAR PARK: ATTEST: LeAnn Quinn, City Secretary By. g � o"bL e 4mo nMayor Date: 5 _ �� _U Q 8 CITY OF LEANDER: ATST: By: Deb ie Haile, City Secretary ohn Cowman, Mayor Date: 126-*�—OLV 7 1 9