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R-2022-352 - 10/27/2022
RESOLUTION NO. R-2022-352 WHEREAS, the City of Round Rock desires to retain engineering services for the 2022 Wastewater Master Plan Update Project, and WHEREAS, HDR Engineering, Inc. has submitted a Contract for Engineering Services to provide said services,and WHEREAS, the City Council desires to enter into said contract with HDR Engineering, Inc., 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 a Contract for Engineering Services with HDR Engineering, Inc. for the 2022 Wastewater Master Plan Update Project, a copy of said contract 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 27th day of October, 2022. CRAI0 MO AN, Mayor City of Rou Rock, Texas ATTEST: MEAGAN SP S, Ci Clerk 0112.20222.496IA311.9162 EXHIBIT "A„ ROUND ROCK TEXAS CITY OF ROUND ROCK CONTRACT FOR ENGINEERING SERVICES FIRM: HDR ENGINEERING,INC. ("Engineer") ADDRESS: 613 NW Loop 410,Suite 700,San Antonio,TX 78216-5507 PROJECT: 2022 Wastewater Master Plan Update THE STATE OF TEXAS § COUNTY OF WILLIAMSON § THIS CONTRACT FOR ENGINEERING SERVICES ("Contract") is made and entered into on this the day of ,2022 by and between 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 "City"), and Engineer, and such Contract is for the purpose of contracting for professional engineering services. RECITALS: WHEREAS, V.T.C.A., Government Code §2254.002(2)(A)(vii) under Subchapter A entitled "Professional Services Procurement Act" provides for the procurement by municipalities of services of professional engineers; and WHEREAS, City and Engineer desire to contract for such professional engineering services; and WHEREAS, City and Engineer wish to document their agreement concerning the requirements and respective obligations of the parties; NOW,THEREFORE,WITNESSETH: That for and in consideration of the mutual promises contained herein and other good and valuable considerations, and the covenants and agreements hereinafter contained to be kept and performed by the respective parties hereto, it is agreed as follows: Time and Materials Engineering Services Contract Rev.02/22 0199.202239;4862-4914-7700 00296523 1 CONTRACT DOCUMENTS The Contract Documents consist of this Contract and any exhibits attached hereto (which exhibits are hereby incorporated into and made a part of this Contract) and all Supplemental Contracts (as defined herein in Article 13) which are subsequently issued. These form the entire contract, and all are as fully a part of this Contract as if attached to this Contract or repeated herein. ARTICLE 1 CITY SERVICES City shall perform or provide services as identified in Exhibit A entitled"City Services." ARTICLE 2 ENGINEERING SERVICES Engineer shall perform Engineering Services as identified in Exhibit B entitled "Engineering Services." Engineer shall perform the Engineering Services in accordance with the Work Schedule as identified in Exhibit C entitled "Work Schedule." Such Work Schedule shall contain a complete schedule so that the Engineering Services under this Contract may be accomplished within the specified time and at the specified cost. The Work Schedule shall provide specific work sequences and definite review times by City and Engineer of all Engineering Services. Should the review times or Engineering Services take longer than shown on the Work Schedule, through no fault of Engineer, Engineer may submit a timely written request for additional time, which shall be subject to the approval of the City Manager. ARTICLE 3 CONTRACT TERM (1) Term. The Engineer is expected to complete the Engineering Services described herein in accordance with the above described Work Schedule. If Engineer does not perform the Engineering Services in accordance with the Work Schedule, then City shall have the right to terminate this Contract as set forth below in Article 20. So long as the City elects not to terminate this Contract, it shall continue from day to day until such time as the Engineering Services are completed. Any Engineering Services performed or costs incurred after the date of termination shall not be eligible for reimbursement. Engineer shall notify City in writing as soon as possible if he/she/it determines, or reasonably anticipates,that the Engineering Services will not be completed in accordance with the Work Schedule. (2) Work Schedule. Engineer acknowledges that the Work Schedule is of critical importance, and agrees to undertake all necessary efforts to expedite the performance of Engineering Services required herein so that construction of the project will be commenced and completed as scheduled. In this regard, and subject to adjustments in the Work Schedule as provided in Article 2 herein, Engineer shall proceed with sufficient qualified personnel and consultants necessary to fully and timely accomplish all Engineering Services required under this Contract in a professional manner. 2 (3) Notice to Proceed. After execution of this Contract, Engineer shall not proceed with Engineering Services until authorized in writing by City to proceed as provided in Article 7. ARTICLE 4 COMPENSATION City shall pay and Engineer agrees to accept the amount shown below as full compensation for all engineering services performed and to be performed under this Contract. Engineer shall be paid on the basis of actual hours worked by employees performing work associated with this Contract, in accordance with the Fee Schedule attached hereto as Exhibit D. Payment of monies due for the Engineer's subconsultant's services shall be based on the actual amount billed to the Engineer by the subconsultant. Payment of monies due for direct cost expenses shall be based on the actual costs. The maximum amount payable under this Contract, without modification of this Contract as provided herein, is the sum of One Hundred Sixty-One Thousand Three Hundred and No/100 Dollars, ($161,300.00). Engineer shall prepare and submit to City monthly progress reports in sufficient detail to support the progress of the work and to support invoices requesting monthly payment. Any preferred format of City for such monthly progress reports shall be identified in Exhibit B entitled "Engineering Services". Satisfactory progress of work shall be an absolute condition of payment. The maximum amount payable herein may be adjusted for additional work requested and performed only if approved by written Supplemental Agreement. ARTICLE 5 METHOD OF PAYMENT Payments to Engineer shall be made while Engineering Services are in progress. Engineer shall prepare and submit to City, not more frequently than once per month, a progress report as referenced in Article 4 above. Such progress report shall state the percentage of completion of Engineering Services accomplished during that billing period and to date. Simultaneous with submission of such progress report, Engineer shall prepare and submit one (1) original and one (1) copy of a certified invoice in a form acceptable to City. This submittal shall also include a progress assessment report in a form acceptable to City. Progress payments shall be made in proportion to the percentage of completion of Engineering Services identified in Exhibit D. Progress payments shall be made by City based upon Engineering Services actually provided and performed. Upon timely receipt and approval of each statement, City shall make a good faith effort to pay the amount which is due and payable within thirty (30) days. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. Engineer has the responsibility to submit proof to City, adequate and sufficient in its determination,that tasks were completed. The certified statements shall show the total amount earned to the date of submission and shall show the amount due and payable as of the date of the current statement. Final payment does not relieve 3 Engineer of the responsibility of correcting any errors and/or omissions resulting from his/her/its negligence. ARTICLE 6 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Engineer will be made within thirty (30) days of the day on which the performance of services was complete, or within thirty (30) days of the day on which City receives a correct invoice for services, whichever is later. Engineer may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this prompt payment policy; however, this policy does not apply in the event: A. There is a bona fide dispute between City and Engineer concerning the supplies, materials, or equipment delivered or the services performed that causes the payment to be late; or B. The terms of a federal contract, grant, regulation, or statute prevent City from making a timely payment with federal funds; or C. There is a bona fide dispute between Engineer and a subcontractor or between a subcontractor and its supplier concerning supplies, materials, or equipment delivered or the Engineering Services performed which causes the payment to be late; or D. The invoice is not mailed to City in strict accordance with instructions, if any, on the purchase order, or this Contract or other such contractual agreement. City shall document to Engineer the issues related to disputed invoices within ten (10) calendar days of receipt of such invoice. Any non-disputed invoices shall be considered correct and payable per the terms of Chapter 2251,V.T.C.A.,Texas Government Code. ARTICLE 7 NOTICE TO PROCEED The Engineer shall not proceed with any task listed on Exhibit B until the City has issued a written Notice to Proceed regarding such task. The City shall not be responsible for work performed or costs incurred by Engineer related to any task for which a Notice to Proceed has not been issued. ARTICLE 8 PROJECT TEAM City's Designated Representative for purposes of this Contract is as follows: David Freireich,P.E. Project Manager 3400 Sunrise Road Round Rock, TX 78665 Telephone Number(512) 671-2756 4 Fax Number(512)218-5563 Email Address dfreireich(a,roundrocktexas.gov City's Designated Representative shall be authorized to act on City's behalf with respect to this Contract. City or City's Designated Representative shall render decisions in a timely manner pertaining to documents submitted by Engineer in order to avoid unreasonable delay in the orderly and sequential progress of Engineering Services. Engineer's Designated Representative for purposes of this Contract is as follows: Heather Lindner, P.E. Project Manager 613 NW Loop 410, Suite 700 San Antonio,TX 78216-5507 Telephone Number(210) 841-2826 Fax Number N/A Email Address Heather.lindner(a),hdrinc.com ARTICLE 9 PROGRESS EVALUATION Engineer shall, from time to time during the progress of the Engineering Services, confer with City at City's election. Engineer shall prepare and present such information as may be pertinent and necessary, or as may be requested by City, in order for City to evaluate features of the Engineering Services. At the request of City or Engineer, conferences shall be provided at Engineer's office, the offices of City,or at other locations designated by City. When requested by City, such conferences shall also include evaluation of the Engineering Services. Should City determine that the progress in Engineering Services does not satisfy the Work Schedule, then City shall review the Work Schedule with Engineer to determine corrective action required. Engineer shall promptly advise City in writing of events which have or may have a significant impact upon the progress of the Engineering Services, including but not limited to the following: (1) Problems, delays, adverse conditions which may materially affect the ability to meet the objectives of the Work Schedule, or preclude the attainment of project Engineering Services units by established time periods; and such disclosure shall be accompanied by statement of actions taken or contemplated, and City assistance needed to resolve the situation, if any; and (2) Favorable developments or events which enable meeting the Work Schedule goals sooner than anticipated. 5 ARTICLE 10 SUSPENSION Should City desire to suspend the Engineering Services, but not to terminate this Contract, then such suspension may be effected by City giving Engineer thirty (30) calendar days' verbal notification followed by written confirmation to that effect. Such thirty-day notice may be waived in writing by agreement and signature of both parties. The Engineering Services may be reinstated and resumed in full force and effect within sixty (60) days of receipt of written notice from City to resume the Engineering Services. Such sixty-day notice may be waived in writing by agreement and signature of both parties. If this Contract is suspended for more than thirty (30) days, Engineer shall have the option of terminating this Contract. If City suspends the Engineering Services, the contract period as determined in Article 3, and the Work Schedule,shall be extended for a time period equal to the suspension period. City assumes no liability for Engineering Services performed or costs incurred prior to the date authorized by City for Engineer to begin Engineering Services, and/or during periods when Engineering Services is suspended, and/or subsequent to the contract completion date. ARTICLE 11 ADDITIONAL ENGINEERING SERVICES If Engineer forms a reasonable opinion that any work he/she/it has been directed to perform is beyond the scope of this Contract and as such constitutes extra work, he/she/it shall promptly notify City in writing. In the event City finds that such work does constitute extra work and exceeds the maximum amount payable, City shall so advise Engineer and a written Supplemental Contract will be executed between the parties as provided in Article 13. Engineer shall not perform any proposed additional work nor incur any additional costs prior to the execution, by both parties, of a written Supplemental Contract. City shall not be responsible for actions by Engineer nor for any costs incurred by Engineer relating to additional work not directly associated with the performance of the Engineering Services authorized in this Contract or any amendments thereto. ARTICLE 12 CHANGES IN ENGINEERING SERVICES If City deems it necessary to request changes to previously satisfactorily completed Engineering Services or parts thereof which involve changes to the original Engineering Services or character of Engineering Services under this Contract, then Engineer shall make such revisions as requested and as directed by City. Such revisions shall be considered as additional Engineering Services and paid for as specified under Article 11. Engineer shall make revisions to Engineering Services authorized hereunder as are necessary to correct errors appearing therein, when required to do so by City. No additional compensation shall be due for such Engineering Services. 6 ARTICLE 13 SUPPLEMENTAL CONTRACTS The terms of this Contract may be modified by written Supplemental Contract if City determines that there has been a significant change in (1) the scope, complexity or character of the Engineering Services, or(2)the duration of the Engineering Services. Any such Supplemental Contract must be duly authorized by the City. Engineer shall not proceed until the Supplemental Contract has been executed. Additional compensation, if appropriate,shall be identified as provided in Article 4. It is understood and agreed by and between both parties that Engineer shall make no claim for extra work done or materials furnished until the City authorizes full execution of the written Supplemental Contract and authorization to proceed. City reserves the right to withhold payment pending verification of satisfactory Engineering Services performed. ARTICLE 14 USE OF DOCUMENTS All documents, including but not limited to drawings, specifications and data or programs stored electronically, (hereinafter referred to as "Instruments of Service") prepared by Engineer and its subcontractors are related exclusively to the services described in this Contract and are intended to be used with respect to this Project. However, it is expressly understood and agreed by and between the parties hereto that all of Engineer's designs under this Contract (including but not limited to tracings, drawings, estimates, specifications, investigations, studies and other documents, completed or partially completed),shall be the property of City to be thereafter used in any lawful manner as City elects. Any such subsequent use made of documents by City shall be at City's sole risk and without liability to Engineer, and, to the extent permitted by law, City shall hold harmless Engineer from all claims, damages, losses and expenses, resulting therefrom. Any modification of the plans will be evidenced on the plans and be signed and sealed by a licensed professional prior to re-use of modified plans. By execution of this Contract and in confirmation of the fee for services to be paid under this Contract, Engineer hereby conveys, transfers and assigns to City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs and work product developed under this Contract. Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to any such documents while they are in the possession of or while being worked upon by Engineer or anyone connected with Engineer, including agents, employees, Engineers or subcontractors. All documents so lost or damaged shall be replaced or restored by Engineer without cost to City. Upon execution of this Contract, Engineer grants to City permission to reproduce Engineer's work and documents for purposes of constructing, using and maintaining the Project, provided that City shall comply with its obligations, including prompt payment of all sums when due, under this Contract. Engineer shall obtain similar permission from Engineer's subcontractors consistent with this Contract. If and upon the date Engineer is adjudged in default of this Contract, City is permitted to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections or additions to the work and documents for the purposes of completing, using and maintaining the Project. 7 City shall not assign, delegate, sublicense, pledge or otherwise transfer any permission granted herein to another party without the prior written contract of Engineer. However, City shall be permitted to authorize the contractor, subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is permitted. Any unauthorized use of the Instruments of Service shall be at City's sole risk and without liability to Engineer and its Engineers. Prior to Engineer providing to City any Instruments of Service in electronic form or City providing to Engineer any electronic data for incorporation into the Instruments of Service, City and Engineer shall by separate written contract set forth the specific conditions governing the format of such Instruments of Service or electronic data, including any special limitations not otherwise provided in this Contract. Any electronic files are provided by Engineer for the convenience of City, and use of them is at City's sole risk. In the case of any defects in electronic files or any discrepancies between them and any hardcopy of the same documents prepared by Engineer, the hardcopy shall prevail. Only printed copies of documents conveyed by Engineer shall be relied upon. Engineer shall have no liability for changes made to the drawings by other engineers subsequent to the completion of the Project. Any such change shall be sealed by the engineer making that change and shall be appropriately marked to reflect what was changed or modified. ARTICLE 15 PERSONNEL,EQUIPMENT AND MATERIAL Engineer shall furnish and maintain, at its own expense, quarters for the performance of all Engineering Services, and adequate and sufficient personnel and equipment to perform the Engineering Services as required. All employees of Engineer shall have such knowledge and experience as will enable them to perform the duties assigned to them. Any employee of Engineer who, in the opinion of City, is incompetent or whose conduct becomes detrimental to the Engineering Services shall immediately be removed from association with the project when so instructed by City. Engineer certifies that it presently has adequate qualified personnel in its employment for performance of the Engineering Services required under this Contract, or will obtain such personnel from sources other than City. Engineer may not change the Project Manager without prior written consent of City. ARTICLE 16 SUBCONTRACTING Engineer shall not assign, subcontract or transfer any portion of the Engineering Services under this Contract without prior written approval from City. All subcontracts shall include the provisions required in this Contract and shall be approved as to form, in writing, by City prior to Engineering Services being performed under the subcontract. No subcontract shall relieve Engineer of any responsibilities under this Contract. 8 ARTICLE 17 EVALUATION OF ENGINEERING SERVICES City,or any authorized representatives of it, shall have the right at all reasonable times to review or otherwise evaluate the Engineering Services performed or being performed hereunder and the premises on which it is being performed. If any review or evaluation is made on the premises of Engineer or a subcontractor, then Engineer shall provide and require its subcontractors to provide all reasonable facilities and assistance for the safety and convenience of City or other representatives in the performance of their duties. ARTICLE 18 SUBMISSION OF REPORTS All applicable study reports shall be submitted in preliminary form for approval by City before any final report is issued. City's comments on Engineer's preliminary reports shall be addressed in any final report. ARTICLE 19 VIOLATION OF CONTRACT TERMS/BREACH OF CONTRACT Violation of contract terms or breach of contract by Engineer shall be grounds for termination of this Contract, and any increased costs arising from Engineer's default, breach of contract, or violation of contract terms shall be paid by Engineer. ARTICLE 20 TERMINATION This Contract may be terminated as set forth below. (1) By mutual agreement and consent, in writing,of both parties. (2) By City, by notice in writing to Engineer, as a consequence of failure by Engineer to perform the Engineering Services set forth herein in a satisfactory manner. (3) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (4) By City, for reasons of its own and not subject to the mutual consent of Engineer, upon not less than thirty(30)days' written notice to Engineer. (5) By satisfactory completion of all Engineering Services and obligations described herein. Should City terminate this Contract as herein provided, no fees other than fees due and payable at the time of termination shall thereafter be paid to Engineer. In determining the value of the Engineering Services performed by Engineer prior to termination, City shall be the sole judge. Compensation for Engineering Services at termination will be based on a percentage of the Engineering 9 Services completed at that time. Should City terminate this Contract under Subsection (4) immediately above, then the amount charged during the thirty-day notice period shall not exceed the amount charged during the preceding thirty(30)days. If Engineer defaults in the performance of this Contract or if City terminates this Contract for fault on the part of Engineer, then City shall give consideration to the actual costs incurred by Engineer in performing the Engineering Services to the date of default, the amount of Engineering Services required which was satisfactorily completed to date of default, the value of the Engineering Services which are usable to City, the reasonable and necessary cost to City of employing another firm to complete the Engineering Services required and the time required to do so, and other factors which affect the value to City of the Engineering Services performed at the time of default. The termination of this Contract and payment of an amount in settlement as prescribed above shall extinguish all rights, duties, and obligations of City and Engineer under this Contract, except the obligations set forth herein in Article 21 entitled "Compliance with Laws." If the termination of this Contract is due to the failure of Engineer to fulfill his/her/its contractual obligations, then City may take over the project and prosecute the Engineering Services to completion. In such case, Engineer shall be liable to City for any additional and reasonable costs incurred by City. Engineer shall be responsible for the settlement of all contractual and administrative issues arising out of any procurements made by Engineer in support of the Engineering Services under this Contract. ARTICLE 21 COMPLIANCE WITH LAWS (1) Compliance. Engineer shall comply with all applicable state, federal and local laws, statutes, codes, ordinances, rules and regulations, and the orders and decrees of any court, or administrative bodies or tribunals in any manner affecting the performance of this Contract, including without limitation, minimum/maximum salary and wage statutes and regulations, and licensing laws and regulations. Engineer shall furnish City with satisfactory proof of his/her/its compliance. Engineer shall further obtain all permits and licenses required in the performance of the Engineering Services contracted for herein. (2) As required by Chapter 2271, Government Code, Engineer hereby verifies that it does not boycott Israel and will not boycott Israel through the term of this Agreement. For purposes of this verification, "boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli- controlled territory,but does not include an action made for ordinary business purposes. (3) In accordance with 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 value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract has a provision in the contract verifying that it: (1) does not have a practice, policy, guidance, or directive that discriminates 10 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 Contract on behalf of the Engineer verifies Engineer 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 Contract against any firearm entity or firearm trade association. (4) In accordance with 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 in the contract verifying that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Contract. The signatory executing this Contract on behalf of Engineer verifies Engineer does not boycott energy companies, and it will not boycott energy companies during the term of this Contract. (5) Taxes. Engineer will pay all taxes, if any, required by law arising by virtue of the Engineering Services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. ARTICLE 22 INDEMNIFICATION Engineer shall save and hold City harmless from all liability for damage to the extent that the damage is caused by or results from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by Engineer, Engineer's agent, or another entity over which Engineer exercises control. Engineer 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 to the extent resulting from such negligent activities by Engineer, its agents, or employees. ARTICLE 23 ENGINEER'S RESPONSIBILITIES Engineer shall be responsible for the accuracy of his/her/its Engineering Services and shall promptly make necessary revisions or corrections to its work product resulting from errors, omissions, or negligent acts, and same shall be done without compensation. City shall determine Engineer's responsibilities for all questions arising from design errors and/or omissions. Engineer shall not be relieved of responsibility for subsequent correction of any such errors or omissions in its work product, or for clarification of any ambiguities until after the construction phase of the project has been completed. I1 ARTICLE 24 ENGINEER'S SEAL The responsible engineer shall sign, seal and date all appropriate engineering submissions to City in accordance with the Texas Engineering Practice Act and the rules of the State Board of Registration for Professional Engineers. ARTICLE 25 NON-COLLUSION,FINANCIAL INTEREST PROHIBITED (1) Non-collusion. Engineer warrants that he/she/it has not employed or retained any company or persons, other than a bona fide employee working solely for Engineer, to solicit or secure this Contract, and that he/she/it has not paid or agreed to pay any company or engineer any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City reserves and shall have the right to annul this Contract without liability or, in its discretion and at its sole election, to deduct from the contract price or compensation, or to otherwise recover, the full amount of such fee, commission,percentage,brokerage fee,gift or contingent fee. (2) Financial Interest Prohibited. Engineer covenants and represents that Engineer, his/her/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 for the construction of the project. ARTICLE 26 INSURANCE (1) Insurance. Engineer, at Engineer's sole cost, shall purchase and maintain during the entire term while this Contract is in effect professional liability insurance coverage in the minimum amount of One Million Dollars per claim from a company authorized to do insurance business in Texas and otherwise acceptable to City. Engineer shall also notify City,within twenty-four(24)hours of receipt, of any notices of expiration, cancellation, non-renewal, or material change in coverage it receives from its insurer. (2) Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Engineer, Engineer shall require each subconsultant performing work under this Contract to maintain during the term of this Contract, at the subconsultant's own expense, the same stipulated minimum insurance required in Article 26, Section (1) above, including the required provisions and additional policy conditions as shown below in Article 26, Section (3). Engineer shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Engineer must retain the certificates of insurance for the duration of this Contract, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense, to receive copies of these certificates of insurance. 12 (3) Insurance Policy Endorsements. Each insurance policy shall include the following conditions by endorsement to the policy: (a) Engineer shall notify City thirty (30) days prior to the expiration, cancellation, non- renewal in coverage, and such notice thereof shall be given to City by certified mail to: City Manager,City of Round Rock 221 East Main Street Round Rock,Texas 78664 (b) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any such future coverage, or to City's Self-Insured Retentions of whatever nature. (4) Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Engineer shall be borne solely by Engineer, with certificates of insurance evidencing such minimum coverage in force to be filed with City. Such Certificates of Insurance are evidenced as Exhibit E herein entitled"Certificates of Insurance." ARTICLE 27 COPYRIGHTS City shall have the royalty-free, nonexclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, any reports developed by Engineer for governmental purposes. ARTICLE 28 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto, their successors, lawful assigns, and legal representatives. Engineer may not assign, sublet or transfer any interest in this Contract, in whole or in part, by operation of law or otherwise, without obtaining the prior written consent of City. ARTICLE 29 SEVERABILITY In the event any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability shall not affect any other provision thereof and this Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 13 ARTICLE 30 PRIOR AGREEMENTS SUPERSEDED This Contract constitutes the sole agreement of the parties hereto, and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. This Contract may only be amended or supplemented by mutual agreement of the parties hereto in writing. ARTICLE 31 ENGINEER'S ACCOUNTING RECORDS Records pertaining to the project, and records of accounts between City and Engineer, shall be kept on a generally recognized accounting basis and shall be available to City or its authorized representatives at mutually convenient times. The City reserves the right to review all records it deems relevant which are related to this Contract. ARTICLE 32 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective addresses: City: City of Round Rock Attention: City Manager 221 East Main Street Round Rock,TX 78664 and to: Stephanie L. Sandre City Attorney 309 East Main Street Round Rock,TX 78664 Engineer: Heather Lindner, P.E. Project Manager 613 NW Loop 410, Suite 700 San Antonio,TX 78216-5507 14 ARTICLE 33 GENERAL PROVISIONS (1) Time is of the Essence. The Services shall be performed expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. Engineer understands and agrees that time is of the essence and that any failure of Engineer to complete the Engineering Services for each phase of this Contract within the agreed Work Schedule may constitute a material breach of this Contract. Engineer shall be fully responsible for his/her/its delays or for failures to use his/her/its reasonable efforts in accordance with the terms of this Contract and the Engineer's standard of performance as defined herein. Where damage is caused to City due to Engineer's negligent failure to perform City may accordingly withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. Any determination to withhold or set off shall be made in good faith and with written notice to Engineer provided, however, Engineer shall have fourteen (14) calendar days from receipt of the notice to submit a plan for cure reasonably acceptable to City. (2) Force Majeure. Neither City nor Engineer shall 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. (3) Enforcement and Venue. This Contract shall be enforceable in Round Rock, Williamson County, 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 Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. (4) Standard of Performance. The standard of care for all professional engineering, consulting and related services performed or furnished by Engineer and its employees under this Contract will be the care and skill ordinarily used by members of Engineer's profession practicing under the same or similar circumstances at the same time and in the same locality. Excepting Articles 25 and 34 herein, Engineer makes no warranties, express or implied, under this Contract or otherwise, in connection with the Engineering Services. (5) Opinion of Probable Cost. Any opinions of probable project cost or probable construction cost provided by Engineer are made on the basis of information available to Engineer and on the basis of Engineer's experience and qualifications and represents its judgment as an experienced and qualified professional engineer. However, since Engineer has no control over the cost of labor, materials, equipment or services furnished by others, or over the contractor(s) methods of determining prices, or over competitive bidding or market conditions, Engineer does not guarantee that proposals, bids or actual project or construction cost will not vary from opinions of probable cost Engineer prepares. (6) Opinions and Determinations. Where the terms of this Contract provide for action to be based upon opinion,judgment, approval, review, or determination of either party hereto, such terms are not intended to be and shall never be construed as permitting such opinion,judgment, approval, review, or determination to be arbitrary, capricious, or unreasonable. 15 ARTICLE 34 SIGNATORY WARRANTY The undersigned signatory for Engineer hereby represents and warrants that the signatory is an officer of the organization for which he/she has executed this Contract and that he/she has full and complete authority to enter into this Contract on behalf of the firm. The above-stated representations and warranties are made for the purpose of inducing City to enter into this Contract. IN WITNESS WHEREOF, the City of Round Rock has caused this Contract to be signed in its corporate name by its duly authorized City Manager or Mayor, as has Engineer, signing by and through its duly authorized representative(s), thereby binding the parties hereto, their successors, assigns and representatives for the faithful and full performance of the terms and provisions hereof. [signature page follows] 16 HT-TDR ING, IN . By: Signature of Prin 71 al Printed Name: 10 i90 17 CITY OF ROUND ROCK,TEXAS APPROVED AS TO FORM: By: Craig Morgan,Mayor Stephanie L. Sandre, City Attorney ATTEST: By: Meagan Spinks, City Clerk 18 LIST OF EXHIBITS ATTACHED (1)Exhibit A City Services (2)Exhibit B Engineering Services (3)Exhibit C Work Schedule (4)Exhibit D Fee Schedule (5)Exhibit E Certificates of Insurance 19 HDR—Wastewater Master Plan Addendum Exhibit A City Services The City of Round Rock will furnish to the Engineer the following items/information: • Attend virtual coordination meetings and calls as needed with HDR. • Designate a person to act as City's representative with respect to the services to be performed or furnished by the Engineer. This representation will have authority to transmit instructions, receive information,interpret and define City's policies and decisions with respect to engineering services. • Provide all criteria and full information as to City's requirements for the project,including objectives and constraints and furnish copies of all standards which City will require to be included in the project. • Assist Engineer by placing all available information pertinent to the Project,including previous reports and any other data relative to the Project at the ENGINEER's disposal. • Review and comment on the draft master plan addendum. HDR—Wastewater Master Plan Addendum Exhibit B Engineering Services Engineering Services to be provided: Background Since the completion of the City of Round Rock's(City)2020 wastewater master plan,the City has experienced growth at significantly higher densities than assumed. This update to the wastewater master plan scope of work authorizes HDR to perform services to revise the 10-year growth projections based on recent trends showing higher density multi-family and mixed use developments. The revised 10-year growth projections will be used to update the 10-year CIP project definitions and opinions of probable construction cost(OPCC)in light of recent volatility in construction costs for the City's use with the upcoming impact fee update. HDR Services Task 1—Revised 10-year LUE Projections a) HDR will incorporate proposed development locations and associated living unit equivalent (LUE)counts(provided by the City)into previous 10-year projections. b) HDR will review the additional areas previously identified for growth in the 10-year timeframe during the 2020 master plan,which are in addition to the currently proposed developments. For these areas, HDR will compare the previously assumed 10-year LUE density to the LUE densities in the currently proposed developments. In coordination with the City,the previous 10-year assumed LUE density for these areas will be adjusted to be consistent with the densities associated with the currently proposed developments. c) In coordination with the City,HDR will prepare a revised 10-year LUE projection shapefile for: i) The City's wastewater Certificate of Convenience and Necessity(CCN)for use in the wastewater master plan update. ii) The City's water CCN for use in the water master plan addendum, performed by others. d) HDR will perform general project management activities including invoicing,correspondence, filing,quality assurance and quality control. Assumptions: • No kickoff meeting is anticipated. Coordination meetings and workshops will be held virtually. • The City will provide a map or GIS shapefile of all developments that are currently proposed or planned,since the completion of the 2020 master plan,and associated LUE counts. • LUE projections at build-out will not be updated as part of this addendum. Deliverables: • Data request,in email format. • Revised 10-year LUE projections for the water CCN and wastewater CCN,in GIS shapefile format. 1 HDR—Wastewater Master Plan Addendum o Each shapefile will include the count of projected additional LUES per parcel anticipated to develop within 10 years. Task 2—Validate Hydraulic Model(if data is available) a) HDR will validate the hydraulic model by comparing existing system model-predicted average dry weather flows with average dry weather flows recorded by up to five flow meters(to be installed by the City),if data from the flow meters is available during this study. b) If the average dry weather flow recorded by the flow meters is substantially different(generally ±25%)than the dry weather flow predicted by the model, HDR will adjust the dry weather flow contribution in the upstream flow meter basin. i) A comprehensive model calibration will not be conducted. If necessary,this model adjustment will be limited to revisions to dry weather model loadings and diurnal profiles. ii) Wet weather flow meter data will not be evaluated or compared to the model predicted wet weather flow. Assumptions: • If flow metering data is available,the data will be provided by the City in tabular format(Excel or CSV),or HDR will be given access to the online data through the flow metering vendor. • If flow metering data is not available during this update,HDR will proceed with the current model,and this task will not be performed. Task 3—Update Hydraulic Model a) HDR will utilize updated GIS information provided by the City to update the City's wastewater hydraulic model with new infrastructure constructed since the 2020 model update. b) HDR will load the revised 10-year LUE projections developed under Task 1 into a 10-year projected model scenario. The LUES will be added based on the City's standards of 280 gallons per day per LUE for dry weather wastewater flows. i) Wet weather flow parameters will remain the same as the master plan. ii) The current reserved interceptor capacity for flow from regional partners will stay the same, and will not change or increase in the 10-year model scenario. Assumptions: • Revised customer water consumption data will not be included in this update. • Existing lift stations and special structures included in the current hydraulic model will not be modified for this update. • The City will provide recent wastewater treatment plant(WWTP) monthly influent flow,and percentage of flow attributed from the City,as determined by previous flow monitoring with regional partners. • The city will provide updated sanitary sewer GIS data including new collection facilities in the City's wastewater CCN since the 2020 master plan model,including: o Gravity pipelines with upstream manhole IDs,downstream manhole IDs, length, diameter and slope o Manholes with rim and invert elevations(in and out) 2 HDR—Wastewater Master Plan Addendum o Force mains with upstream lift station names,downstream manhole IDs,length,and diameter o Where the GIS data has not yet been updated,as-built or design drawings will be provided o Additional GIS data,including: m Water and wastewater CCN boundary • The hydraulic model will remain in the SewerGEMS software. • Only pipes ten inches in diameter or larger will be modeled,except select smaller pipes as needed for connectivity. Deliverables: Updated hydraulic model. Task 4—10-year Capital Improvements Plan(CIP)and Wastewater Master Plan Updates a) HDR will review the hydraulic model results with the revised 10-year LUE projections,during peak wet weather conditions,to determine if: i) Previously identified 10-year CIP projects are still adequate to convey revised 10-year projected peak wet weather flows. (1) If not, HDR will determine if the diameter and/or extents of the previously identified CIP projects need to be increased. ii) Revised 10-year projected peak wet weather flows create additional surcharging within the existing system and require new 10-year CIP projects not previously identified. (1) The criteria to trigger the need for a new CIP project in the existing system will be consistent with the master plan, including allowing gravity mains to surcharge to within two feet of the manhole rim during wet weather events. iii) CIP projects previously identified as a build-out CIP project should be increased in priority and moved into the 10-year CIP. b) CIP projects required in the regional interceptor system will be evaluated through the upcoming regional master plan and will not be identified as part of this study. c) Once the revised 10-year CIP project list is defined and reviewed with the City,HDR will update the OPCC for each 10-year CIP project in the revised list. i) The OPCC for build-out projects will not be updated as part of this addendum. ii) A separate Brushy Creek regional master plan will be performed by others. HDR will not evaluate any improvements in the regional interceptors and will focus this update on wastewater infrastructure solely owned by the City. If the regional master plan identifies any 10-year CIP projects the City would like to include,the City will provide those project descriptions and associated OPCCs to HDR. iii) CIP project budgets will be developed with procedures consistent with master planning efforts including high-level planning construction costs(materials,labor,and equipment) and soft costs(engineering,surveying, land acquisition,environmental studies and contingencies). iv) The proposed projects identified under Task No.5 are at the conceptual design stage,and all OPCCs developed under this task order will be considered Class 5 estimates,with the associated level of expected accuracy as defined by the AACE Recommended Practice No. 18R(2016). The range of anticipated accuracy is 20-50%below and 30-100%above. 3 HDR—Wastewater Master Plan Addendum d) HDR will summarize the results of the 10-year LUE projection updates and 10-year CIP updates into an addendum to the wastewater master plan. e) HDR will coordinate with the City and their consultants on a revised wastewater impact fee and provide requested modeling and CIP information. Deliverables: • Draft and final addendum to wastewater master plan,in PDF format,including: o Description and maps of revised 10-year LUE projections o Summary of changes to hydraulic model,and updated hydraulic model results with revised 10-year LUE projections o Updated 10-year CIP map and project list,including revised OPCCs • Comments from the City on the draft addendum will be incorporated into the final addendum. Meetings/Workshops: • One workshop to review capacity analysis of system with revised 10-year LUE projections, attended by HDR's Project Manager and one Project Engineer. • One workshop to review revised 10-year CIP list,attended by HDR's Project Manager and one Project Engineer. Assumptions: • Opinions of probable construction cost,and any resulting conclusions on project financial or economic feasibility or funding requirements,will be prepared for guidance in project evaluation and implementation from the information available at the time the opinion was prepared. HDR makes no warranty that City costs will not vary from HDR's estimate as these costs depend on actual labor and material costs,competitive market conditions,actual site conditions,final project scope,implementation schedule,continuity of personnel and engineering,and other variable factors.Because of these factors, project feasibility, benefit/cost ratios,risks,and funding needs must be carefully reviewed prior to making specific financial decisions or establishing project budgets to help ensure proper project evaluation and adequate funding. Task 5—On-Call Model Updates a) This task is to perform miscellaneous engineering tasks on an"as needed" basis for immediate tasks deemed necessary by the City staff. These services may include, but are not limited to,the following: Analysis of future sanitary sewer flows anticipated from proposed developments,and analysis of available system capacity downstream. b) These tasks will be issued by individual requests. Proposed fees will be agreed upon for each task before issuance of written Notice to Proceed for each task request. 4 HDR—Wastewater Master Plan Update (Exhibit C Work Schedule The preliminary schedule for the project is as follows. Task 1—Revise 10-year Projections 30 calendar days from receipt of requested data Task 2—Validate Hydraulic Model 30 calendar days from receipt of flow metering data Task 3—Update Hydraulic Model 1 30 calendar days from completion of Task 2 Task 4—Update 10-year CIP 45 calendar days from completion of Task 3 Task 5—On-Call Model Updates To be completed by December 31,2027 HDR—Wastewater Master Plan Addendum Exhibit D Fee Schedule Payment to ENGINEER will be on a lump sum basis for Tasks 1-4 as shown below. If data for Task 2 is not available during the time of this update,Task 2 will be removed from HDR's scope of services,and the lump sum fee amount listed for Task 2 below will be removed from the project fee. Task 1—Update 10-year Projections $8,350 Task 2—Validate Hydraulic Model(if data is $8,425 available) Task 3—Update Hydraulic Model $4,610 Task 4—Update 10-year CIP $19,915 Task 5—On-Call Model Updates $120,000 Total(Tasks 1-4) $161,300 Payment to the ENGINEER will be on an hourly basis for Task 5 as shown in the Fee Schedule below. The maximum not to exceed amount for Task 5 is$120,000. These billing rates will be effective through December 31,2022. Billing rates for work performed after December 31,2022 will be negotiated with the City. Classification Billing Rate Principal $ 300 Project Manager $ 215 Senior Engineer/Modeler $ 260 Project Engineer II $ 180 Project Engineer 1 $ 145 Graduate Engineer $ 120 CADD/GIS Technician $ 130 Senior CADD/GIS Technician $ 180 Admin/Clerical/Accounting $ 130 Exhibit E Certificates of Insurance Attached Behind This Page AC V CERTIFICATE OF LIABILITY INSURANCE DATE(MM,ODIYWY) `� 6/1/2023 5/16/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies NAME: 444 W.47th Street,Suite 900 PHONE FAX Kansas City MO 64112-1906 EMAIL Arc No (816)960-9000 ADDRESS: kctsUt lockton.Coin INSURERS AFFORDING COVERAGE NAIC p INSURER A:LLQ ds of London ENSURED HDR ENGINEERING,INC. INSURER B 1429583 1917 SOUTH 67TH STREET INSURER C: OMAHA,NE 68106 INSURER 0: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 16241857 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADD S POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER M ODIYY MM/00 COMMERCIAL GENERAL LIABILITY NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX CLAIMS-MADE FIOCCUR PREMISES IE' occurrence $ XXXXXXX MED EXP(Any one person $ XXXXXXX PERSONAL&ADV INJURY S XXXXXXX GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ XXXXXXX JECT POLICY PRO LOC PRODUCTS-COMP/OP AGG S X3U{XXXX OTHER: $ AUTOMOBILE LIABILITY NOT APPLICABLE COMBINED SINGLE LIMIT $ Ea accident) XXXXXXX ANY AUTO BODILY INJURY(Per person) S XXXXXXX OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS XXXXX7CX HIRED NON-OWNED PROPERTY DAMAGE s XXXXXXX AUTOS ONLY AUTOS ONLY Per c'de i $ XXXXXXX UMBRELLA LIAR HOCCUR NOT APPLICABLE EACH OCCURRENCE $ XXXXXXX EXCESS LIAR CLAIMS-MADE AGGREGATE S XXXXXXX OED I RETENTION$ S XXXXXXX WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY NOT STATUTE ER Y/N ANY PROPRIETOR/PARTNERIEXECUTIVE E.L.EACH ACCIDENT $ x}(}t;xxxx OFFtCERIMEMBER EXCLUDED? N 1 A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ XXXXXXX It yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I S XXXXXXX A ARCH&ENG N N P001412200 6/1/2022 6/1/2023 PER CLAIM:$1,000,000 PROFESSIONAL AGGREGATE:$1,000,000 LIABILITY DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached it more space is required) WASTEWATER MASTER PLAN UPDATE.HDR PROJECT MANAGER:HEATHER LINDNER CERTIFICATE HOLDER CANCELLATION See Attachment 16241857 CITY OF ROUND ROCK SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE ATTN:DAVID FREIREICH THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2008 ENTERPRISE DRIVE ACCORDANCE WITH THE POLICY PROVISIONS. ROUND ROCK TX 78664 AUTHORIZED REPRESENTATiV , �t& ©1988 015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Attachment Code:D608624 Master ID: 1429583,Certificate ID: 16241857 This endorsement,effective:06/01/2022 12:01 A.M. Forms a part of policy no.: P001412200 Issued to:HDR, Inc By:Lloyd's of London NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS ENDORSEMENT Except respect cancellation non-payment premium (10 day notice cancellation),the Insurer shall give 30 day notice cancellation the Certificate Holder(s)set forth herein, provided that: The First Named Insured is required by contract give notice cancellation the Certificate Holder,and Prior the Insurer sending notice cancellation the First Named Insured the First Named Insured shall provide the Insurer in writing,either directly or through the First Named Insured broker record, the name each person or organization requiring notice cancellation and the corresponding address such person orther employee responsible receipt of notice of cancellation on behalf of such organization. Notice cancellation be sent in accordance the terms and conditions the policy,except that the Insurer may provide written notice individually or collectively the Certificate Holders by email at the current email address given by the First Named Insured Proof sending the notice of cancellation by email shall be sufficient proof of notice. Any failure provide notice cancellation the Certificate Holder due inaccurate or incomplete information provided by the First Named Insured shall remain the sole responsibility the First Named Insured The following definitions apply to this endorsement: 1. First Named Insured means the Named Insured shown in Item 1.of Declarations. 2. Insurer means the insurance company shown in the header on the Declarations. All other terms and conditions of the policy remain the same