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HomeMy WebLinkAboutB&C_Agreement-2023_Gen_SW_Serv_12-1-22I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\B&C 2023 Gen SW Serv\B&C Agreement-2023 Gen SW Serv_12-1-22.docx Page 1 of 7 AGREEMENT This AGREEMENT, made on the _____ day of ________________, 2023, by and between the CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and BROWN AND CALDWELL, 250 East Wisconsin Avenue, Suite 1600, Milwaukee, WI 53202-4203, party of the second part, hereinafter referred to as the CONSULTANT, WITNESSETH: The CITY and the CONSULTANT, for the consideration hereinafter named, enter into the following AGREEMENT for 2023 GENERAL STORM WATER SERVICES (PROJECT). ARTICLE I. PROJECT MANAGER A. Assignment of Project Manager. The CONSULTANT shall assign the following individual to manage the PROJECT described in this AGREEMENT: Michael Wegner, P.E. – Water Resources Engineer B. Changes in Project Manager. The CITY shall have the right to approve or disapprove of any proposed change from the individual named above as Project Manager. The CITY shall be provided with a resume or other information for any proposed substitute and shall be given the opportunity to interview that person prior to any proposed change. ARTICLE II. CITY REPRESENTATIVE The CITY shall assign the following individual to manage the PROJECT described in this AGREEMENT: Alyssa Gierach, P.E. – Civil Engineering Supervisor ARTICLE III. SCOPE OF WORK The CONSULTANT shall provide the services described in the CONSULTANT’s Scope of Services and Budget. The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect CONSULTANT's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT. Services included in Tasks 1 and 4 are detailed in the CONSULTANT’S Scope of Services and Budget. DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 4th January I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\B&C 2023 Gen SW Serv\B&C Agreement-2023 Gen SW Serv_12-1-22.docx Page 2 of 7 Services included in Tasks 2 and 3 of the CONSULTANT’s Scope of Services and Budget will be detailed further within individual Project Authorizations. A sample Project Authorization form is attached to this AGREEMENT. All reports, drawings, specifications, computer files, field data, notes, and other documents and instruments prepared by the CONSULTANT as instruments of service shall become property of the CITY upon payment for those documents by the CITY to the CONSULTANT, and shall remain the property of the CITY. ARTICLE IV. STANDARD OF CARE The standard of care applicable to CONSULTANT's services will be the degree of skill and diligence normally employed by professional consultants or consultants performing the same or similar services at the time said services are performed. CONSULTANT will re-perform any services not meeting this standard without additional compensation. ARTICLE V. OPINIONS OF COST, FINANCIAL CONSIDERATIONS, AND SCHEDULES In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, CONSULTANT has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by operating personnel or third parties; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, it is understood between the parties the CONSULTANT makes no warranty the CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from CONSULTANT's opinions, analyses, projections, or estimates. ARTICLE VI. RECORD DRAWINGS Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others. CONSULTANT is not responsible for any errors or omissions in the information from others the CONSULTANT reasonably relied upon and are incorporated into the record drawings. ARTICLE VII. CITY RESPONSIBILITIES The CITY shall furnish, at the CONSULTANT’s request, such information as is needed by the CONSULTANT to aid in the progress of the PROJECT, providing it is reasonably obtainable from City records. DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\B&C 2023 Gen SW Serv\B&C Agreement-2023 Gen SW Serv_12-1-22.docx Page 3 of 7 To prevent any unreasonable delay in the CONSULTANT’s work, the CITY will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period. ARTICLE VIII. CITY’S INSURANCE The CITY will maintain property insurance on all pre-existing physical facilities associated in any way with the PROJECT. The CITY will provide (or have the construction contractor(s) provide) a Builders Risk All Risk insurance policy for the full replacement value of all Project work including the value of all onsite CITY-furnished equipment and/or materials associated with CONSULTANT's services. Upon request, the CITY will provide CONSULTANT a copy of such policy. ARTICLE IX. TIME OF COMPLETION The work to be performed under this AGREEMENT shall be commenced and the work completed within the time limits as agreed upon in the CONSULTANT’s Scope of Services and Budget. The CONSULTANT shall perform the services under this AGREEMENT with reasonable diligence and expediency consistent with sound professional practices. The CITY agrees the CONSULTANT is not responsible for damages arising directly or indirectly from any delays for causes beyond the CONSULTANT’s control. For the purposes of this AGREEMENT, such causes include, but are not limited to, strikes or other labor disputes, severe weather disruptions or other natural disasters, failure of performance by the CITY, or discovery of any hazardous substances or differing site conditions. If the delays resulting from any such causes increase the time required by the CONSULTANT to perform its services in an orderly and efficient manner, the CONSULTANT shall be entitled to an equitable adjustment in schedule. While CONSULTANT has made reasonable efforts to incorporate into their plan for the PROJECT any known current project impacts of the COVID-19 pandemic, CONSULTANT has not accounted for, and is not responsible for, unknown future changes due to the COVID-19 pandemic, including, without limitation, additional restrictions by government agencies or others (such as the availability of the site for access or the availability of CITY or CONSULTANT staff or others) to the extent they delay or otherwise impact the PROJECT. In that event, CONSULTANT will notify CITY and work in good faith to equitably address any unexpected impacts therefrom. ARTICLE X. COMPONENT PARTS OF THE AGREEMENT This AGREEMENT consists of the following component parts, all of which are as fully a part of this AGREEMENT as if herein set out verbatim, or if not attached, as if hereto attached: DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\B&C 2023 Gen SW Serv\B&C Agreement-2023 Gen SW Serv_12-1-22.docx Page 4 of 7 1. This Instrument 2. CONSULTANT’s Scope of Services and Budget dated November 14, 2022 and attached hereto 3. Individual Project Authorization Forms In the event any provision in any of the above component parts of this AGREEMENT conflicts with any provision in any other of the component parts, the provision in the component part first enumerated above shall govern over any other component part which follows it numerically except as may be otherwise specifically stated. ARTICLE XI. PAYMENT A. The Agreement Sum. The CITY shall pay to the CONSULTANT for the performance of the AGREEMENT the total sum as set forth below, adjusted by any changes hereafter mutually agreed upon in writing by the parties hereto:  Time and Materials Not to Exceed $60,000 (Sixty Thousand Dollars).  Attached fee schedule shall be firm for the duration of this AGREEMENT. B. Method of Payment. The CONSULTANT shall submit itemized monthly statements for services. The CITY shall pay the CONSULTANT within thirty (30) calendar days after receipt of such statement. If any statement amount is disputed, the CITY may withhold payment of such amount and shall provide to CONSULTANT a statement as to the reason(s) for withholding payment. C. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this AGREEMENT executed by both parties prior to proceeding with the work covered under the subject amendment. D. Indirect Costs. Indirect costs such as computer time, printing, copying, cell phone charges, telephone charges, and equipment rental shall be considered overhead and shall not be invoiced separately to the PROJECT. E. Expenses. Expenses may be billed with up to a maximum of ten percent (10%) mark-up. All invoices with expenses shall include supporting documentation of the expense. Failure to include the supporting documentation will result in the reduction of payments by the amount of those expense(s) not including documentation. DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\B&C 2023 Gen SW Serv\B&C Agreement-2023 Gen SW Serv_12-1-22.docx Page 5 of 7 ARTICLE XII. STANDARD PROVISIONS The CONSULTANT agrees that, in all hiring or employment made possible by or resulting from this AGREEMENT, there will not be any discrimination against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. ARTICLE XIII. HOLD HARMLESS The CONSULTANT covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims, and demands to the proportionate extent caused by or resulting from the intentionally wrongful or negligent acts of the CONSULTANT, their agents or assigns, their employees, or their subcontractors related to the performance of this AGREEMENT or be caused or result from any violation of any law or administrative regulation, and shall indemnify the CITY for all sums including court costs, attorney fees, and damages of any kind which the CITY may be obliged or adjudged to pay on any such claims or demands upon the CITY’s written demand for indemnification or refund for those actions, claim, and demands caused by or resulting from intentional or negligent acts as specified in this Paragraph. Subject to any limitations contained in Sec. 893.80 and any similar statute of the Wisconsin Statutes, the CITY further agrees to hold CONSULTANT harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to person or property arising out of re-use of the documents without consent where such liability is founded upon or grows out of the acts or omission of any of the officers, employees, or agents of the City of Oshkosh while acting within the scope of their employment. ARTICLE XIV. INSURANCE The CONSULTANT agrees to abide by the attached City of Oshkosh Insurance Requirements. ARTICLE XV. TERMINATION A. For Cause. If the CONSULTANT shall fail to fulfill in timely and proper manner any of the obligations under this AGREEMENT, the CITY shall have the right to terminate this AGREEMENT by written notice to the CONSULTANT. In this event, the CONSULTANT shall be entitled to compensation for any satisfactory, usable work completed. DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\B&C 2023 Gen SW Serv\B&C Agreement-2023 Gen SW Serv_12-1-22.docx Page 6 of 7 B. For Convenience. The CITY may terminate this AGREEMENT at any time by giving written notice to the CONSULTANT no later than ten (10) calendar days before the termination date. If the CITY terminates under this Paragraph, then the CONSULTANT shall be entitled to compensation for any satisfactory work performed to the date of termination. This document and any specified attachments contain all terms and conditions of the AGREEMENT and any alteration thereto shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this AGREEMENT. ARTICLE XVI. RE-USE OF PROJECT DOCUMENTS All reports, drawings, specifications, documents, and other deliverables of CONSULTANT, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Subject to individual review, CONSULTANT’s reports, drawings, specifications, documents, or other deliverables will generally be considered public records that are available to the public upon request. Neither the CITY nor the CONSULTANT, therefore, has control of these documents once they are disclosed as a public record. It is understood between these two (2) parties, however, that CONSULTANT does not intend to state or imply that the PROJECT documents it creates have any purpose unrelated to the PROJECT. To the extent the CITY may re-use or reference any part of the CONSULTANT’s documents or information on unrelated projects, the CITY agrees to independently verify their applicability for unrelated projects and further agrees the Standard of Care applicable to the documents for this PROJECT will not apply to their re- use or reference in unrelated projects. ARTICLE XVII. SUSPENSION, DELAY, OR INTERRUPTION OF WORK The CITY may suspend, delay, or interrupt the services of CONSULTANT for the convenience of the CITY. In such event, CONSULTANT's agreement price and schedule shall be equitably adjusted. DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\B&C 2023 Gen SW Serv\B&C Agreement-2023 Gen SW Serv_12-1-22.docx Page 7 of 7 ARTICLE XVIII. NO THIRD-PARTY BENEFICIARIES This AGREEMENT gives no rights or benefits to anyone other than the CITY and CONSULTANT and has no third-party beneficiaries. In the Presence of: CONSULTANT ____________________________ By: _____________________________ ____________________________ Chuck Boehm (Seal of CONSULTANT Client Services Director if a Corporation) By: _____________________________ _____________________________ (Specify Title) CITY OF OSHKOSH _____________________________ By: _____________________________ (Witness) Mark A. Rohloff, City Manager _____________________________ And: _____________________________ (Witness) Jessi L. Balcom, City Clerk APPROVED: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this AGREEMENT. _____________________________ City Attorney ___________________________________ City Comptroller DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 I:\Engineering\2021 - 2030 Contracts\2023 CONTRACTS\B&C 2023 Gen SW Serv\B&C Blank Proj Auth Form_12-1-22.docx Page 1 of 1 PROJECT AUTHORIZATION NUMBER ______ ("Task Order") Owner: City of Oshkosh Department Public Works Authorized Office: PO Box 1130, Oshkosh, Wisconsin 54903-1130 Owner-Authorized Representative: Alyssa Deckert, P.E., Civil Engineering Supervisor Contract: 2023 General Storm Water Services City of Oshkosh Contract Number: ______________ Brown and Caldwell Project Number: __________ The authorizing office requires performance of the following described Services: See attached Exhibit A entitled “Scope of Services and Compensation”, referencing Project Name______________________. Form of Compensation: See attached Exhibit A entitled “Scope of Services and Compensation”, referencing Project Name______________________. Additional Terms and Conditions: None Authorized Services shall be performed in accordance with the terms and provisions of the agreement between Brown and Caldwell and the City of Oshkosh, dated ___________, 2022, together with this Project Authorization and any Exhibits attached hereto. This Project Authorization shall be effective only upon date of signature of an authorized representative of the City of Oshkosh. BROWN AND CALDWELL Signature: Name: _____________________________ Title: Date: CITY OF OSHKOSH Signature: Name: __Alyssa Deckert, P.E._________ Title: Civil Engineering Supervisor____ Date: DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies 444 W. 47th Street, Suite 900 Kansas City MO 64112-1906 (816) 960-9000 kctsu@lockton.com BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES AND AFFILIATES 201 NORTH CIVIC DRIVE, SUITE 300 WALNUT CREEK CA 94596 * Hartford Fire Insurance Company 19682 Property and Casualty Ins Co of Hartford 34690 Travelers Property Casualty Co of America 25674 Twin City Fire Insurance Company 29459 Lloyds of London X X 2,000,000 2,000,000 10,000 2,000,000 4,000,000 4,000,000 X X X 2,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X 2,000,000 2,000,000 XXXXXXX N X 2,000,000 2,000,000 2,000,000 PROFESSIONAL LIABILITY $1,000,000 PER CLAIM & AGGREGATE A 37CSEQU1173 5/31/2022 5/31/2023 A 37CSEQU1172 5/31/2022 5/31/2023 D LDUSA2200482 5/31/2022 5/31/2023 B ZUP-10R71075 5/31/2022 5/31/2023 C 37WNQU1170 5/31/2022 5/31/2023E37WBRQU11715/31/2022 5/31/2023 5/31/2023 1310104 Y N Y N Y N N 5/16/2022 N N 18152185 18152185 XXXXXXX OSH-24 CITY OSHKOSH ATTN: CITY CLERK 215 CHURCH AVENUE, P.O. BOX 1130 OSHKOSH WI 54903-1130 RE: BC SID 96427 PN 157873 – 2022 GENERAL STORMWATER SERVICES. CITY OF OSHGOSH AND ITS OFFICERS, COUNCIL MEMBERS, AGENTS, EMPLOYEES AND AUTHORIZED VOLUNTEERS ARE ADDITIONAL INSUREDS AS RESPECTS GENERAL LIABILITY, AUTO LIABILITY AND UMBRELLA/EXCESS LIABILITY, AS REQUIRED BY WRITTEN CONTRACT. THIRTY DAYS NOTICE OF CANCELLATION BY THE INSURER WILL BE PROVIDED TO THE CERTIFICATE HOLDER WITH RESPECT TO THE GENERAL LIABILITY, AUTO LIABILITY, WORKERS’ COMPENSATION/EMPLOYER’S LIABILITY AND PROFESSIONAL LIABILITY POLICIES. TEN (10) DAYS NOTICE WILL BE PROVIDED IN THE EVENT OF NONPAYMENT OF PREMIUM. X See Attachments DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Policy Number: 37CSEQU1172 Policy Term: 5/31/2022 to 5/31/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT OR AGREEMENT - OPTION II This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE A.Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule above with whom you agreed in a written contract or written agreement to provide insurance such as is afforded under this policy, but only to the extent that such person or organization is liable for "bodily injury", "property damage" or "personal and advertising injury" caused by: 1.Your acts or omissions or the acts or omissions of those acting on your behalf: a.In the performance of your ongoing operations for such additional insured at the project(s) or location(s) designated in the Schedule; b.In connection with your premises owned by or rented to you and shown in the Schedule; or c.In connection with "your work" for the additional insured at the project(s) or location(s) designated in the Schedule and included within the "products-completed operations hazard", but only if: 2.The written contract or agreement requires you to provide such coverage to such additional insured at the project(s) or location(s) designated in the Schedule; and 3.This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". 1.The acts or omissions of the additional insured in connection with their general supervision of your operations at the projects or locations designated in the Schedule. A.The insurance afforded to these additional insureds applies only if the "bodily injury" or Name of Additional Insured Person(s) or Organization(s): Designated Project(s) or Location(s) of Covered Operations: Where required by written contract.Where required by written contract. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Attachment Code: D465358 Certificate ID: 18152185 DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 "property damage" occurs, or the "personal and advertising injury" offense is committed: 1.During the policy period; and 2.Subsequent to the execution of such written contract or written agreement; and 3.Prior to the expiration of the period of time that the written contract or written agreement requires such insurance be provided to the additional insured. B.With respect to the insurance afforded to the additional insureds under this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional architectural, engineering or surveying services by or for you, including: 1.The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or specifications; and 2.Supervisory, inspection, architectural or engineering activities. A.Limits of Insurance With respect to insurance provided to the additional insured shown in the Schedule, Paragraph 8. How Limits of Insurance Apply To Additional Insureds in Section III - Limits of Insurance does not apply. B.Duties Of Additional Insureds In The Event Of Occurrence, Offense, Claim Or Suit The Duties Condition in Section IV - Conditions is replaced by the following and applies to the additional insured shown in the Schedule: 1.Notice Of Occurrence Or Offense The additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: d.How, when and where the "occurrence" or offense took place; e.The names and addresses of any injured persons and witnesses; and f.The nature and location of any injury or damage arising out of the "occurrence" or offense. 2.Notice Of Claim If a claim is made or "suit is brought" against the additional insured, the additional insured must: a.Immediately record the specifics of the claim or "suit" and the date received; and b.Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. 3.Assistance And Cooperation Of The Insured The additional insured must: a.Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; b.Authorize us to obtain records and other information; c.Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and d.Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. Attachment Code: D465358 Certificate ID: 18152185 DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 4.Obligations At The Additional Insureds Own Cost No additional insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 5.Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to the additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. 6.Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs 1. and 2. apply to the additional insured only when such "occurrence", offense, claim or "suit" is known to: a.The additional insured that is an individual; b.Any partner, if the additional insured is a partnership; c.Any manager, if the additional insured is a limited liability company; d.Any "executive officer" or insurance manager, if the additional insured is a corporation; e.Any trustee, if the additional insured is a trust; or f.Any elected or appointed official, if the additional insured is a political subdivision or public entity. C.Other Insurance With respect to insurance provided to the additional insured shown in the Schedule, the Other Insurance Condition Section IV - Conditions is replaced by the following: 1.Primary Insurance d.Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary we will share with all that other insurance by the method described in 3. below. e.Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs a. and b. do not apply to other insurance to which the additional insured has been added as an additional insured or to other insurance described in paragraph 2. below. 2.Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: f.Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; g.Premises Rented to You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; h.Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; Attachment Code: D465358 Certificate ID: 18152185 DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 i.Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I - Coverage A - Bodily Injury And Property Damage Liability; j.Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I - Coverage A - Bodily Injury Or Property Damage Liability; or k.When You Are Added As An Additional Insured To Other Insurance That is any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: a.The total amount that all such other insurance would pay for the loss in the absence of this insurance; and b.The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 3.Method of Sharing If all other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Attachment Code: D465358 Certificate ID: 18152185 DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 POLICY NUMBER: 37CSEQU1173 COMMERCIAL AUTO CA 20 48 10/13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured Provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below: Named Insured: BROWN AND CALDWELL Endorsement Effective: 5/31/2022 SCHEDULE Name of Person(s) or Organization(s): Where required by written contract. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to the endorsement.) Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured Provision contained in Paragraph A.1. of Section II - Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I - Covered Autos Coverages of the Auto Dealers Coverage Form. CA 20 48 10/13 Attachment Code: D465338 Certificate ID: 18152185 DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 Named Insured: BROWN AND CALDWELL Carrier: Property and Casualty Ins Co of Hartford Policy Number: ZUP-10R71075 Additional Insured - Umbrella Section II - Who Is An Insured A. Coverage A - Excess Follow Form Liability With respects to Coverage A, the following persons and organizations qualify as insureds: 1. The Named Insured shown in the Declarations; and 2. Any other person or organization qualifying as an insured in the "underlying insurance." EU 00 01 07 16 EU 01 25 07 16 Attachment Code: D473125 Certificate ID: 18152185 DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Carrier: Hartford Fire Insurance Company Policy Number: 37CSEQU1172 Policy Term: 5/31/2022 to 5/31/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS OSH-24 CITY OSHKOSH 215 CHURCH AVENUE, P.O. BOX 1130 OSHKOSH, WI 54903-1130 This policy is subject to the following additional conditions: A.If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least sixty (60) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B.If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to all certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known postal mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to the active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. IH 12 00 11 85 Attachment Code: D465353 Certificate ID: 18152185 DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Carrier: Hartford Fire Insurance Company Policy Number: 37CSEQU1173 Policy Term: 5/31/2022 to 5/31/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS OSH-24 CITY OSHKOSH 215 CHURCH AVENUE, P.O. BOX 1130 OSHKOSH, WI 54903-1130 This policy is subject to the following additional conditions: A.If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least sixty (60) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B.If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to all certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known postal mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to the active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. IH 12 00 11 85 Attachment Code: D465339 Certificate ID: 18152185 DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Carrier: Property and Casualty Ins Co of Hartford & Twin City Fire Insurance Company Policy Number: 37WNQU1170 & 37WBRQU1171 Policy Term: 5/31/2022 to 5/31/2023 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDERS OSH-24 CITY OSHKOSH 215 CHURCH AVENUE, P.O. BOX 1130 OSHKOSH, WI 54903-1130 This policy is subject to the following additional conditions: A.If this policy is cancelled by the Company, other than for non-payment of premium, notice of such cancellation will be provided at least sixty (60) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B.If this policy is cancelled by the Company for non-payment of premium, or by the insured, notice of such cancellation will be provided within ten (10) days of the cancellation effective date to all certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known postal mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to the active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. IH 12 00 11 85 Attachment Code: D465340 Certificate ID: 18152185 DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 Policy Number: ZUP-10R71075 Named Insured: BROWN AND CALDWELL Policy Term: 5/31/2022 to 5/31/2023 BROWN & CALDWELL NOTICE OF CANCELLATION The following is added to section VII. D. Cancellation of this insuring agreement and to any applicable state amendatory endorsement forming a part of this policy that contains a provision that replaces section VII. D. Cancellation: If we cancel this policy for any statutorily permitted reason other than nonpayment of premium, we will mail notice of cancellation to any person or organization to whom you have agreed in a written contract that notice of cancellation of this policy will be given, but only if: 1.The first Named Insured sends us a written request to provide such notice, including the name and address of such person or organization, after you receive notice from us of the cancellation of this policy; and 2.We receive such written request at least 14 days before the beginning of the applicable number of days shown in the below schedule. We will mail such notice at least the number of days shown for cancellation in the below schedule before the effective date of cancellation. Schedule Number of days notice of cancellation 30 days All other terms of your policy remain the same. Attachment Code: D468663 Certificate ID: 18152185 DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Policy Number: LDUSA2200482 Policy Term: 5/31/2022 to 5/31/2023 PROFESSIONAL AND POLLUTION LIABILITY - NOTICE OF CANCELLATION OSH-24 CITY OSHKOSH 215 CHURCH AVENUE, P.O. BOX 1130 OSHKOSH, WI 54903-1130 IN THE EVENT THE UNDERWRITERS CANCEL OR NON-RENEW THIS POLICY OR IN THE EVENT OF A MATERIAL CHANGE TO THIS POLICY, UNDERWRITERS SHALL MAIL WRITTEN NOTICE OF SUCH CANCELLATION, NON-RENEWAL OR MATERIAL CHANGE, TO SUCH CERTIFICATE HOLDER WITHIN 30 DAYS; PROVIDED, HOWEVER, THAT THE INSURERS SHALL NOT BE REQUIRED TO PROVIDE SUCH NOTICE MORE THAN 45 DAYS PRIOR TO THE EFFECTIVE DATE OF CANCELLATION, NON-RENEWAL OR MATERIAL CHANGE. Attachment Code: D465374 Certificate ID: 18152185 DocuSign Envelope ID: C567D63F-76C7-4CB3-BAA2-8B29D6C5EE10