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HomeMy WebLinkAboutWater Filtration Imp/August Winter CITY OF OSHKOSH LEGAL DEPARTMENT 215 CHURCH AVENUE, P.O. BOX 1130, OSHKOSH, WI 54903-1130 PHONE: (920) 236-5115 FAX (920)236-5106 LETTER OF TRANSMITTAL To: August Winter& Sons, Inc. Date: July 27, 2012 2323 N. Roemer Road Project: Water Filtration Plant Improvements Appleton, WI 54912 From: Carol Marchant, Admin. Assistant Re: Signed Agreement Attn: Wendy Zeinert Please find: ® Attached ❑ Under Separate Cover ❑ Copy of Letter ® Agreement ❑ Amendment ❑ Report ❑ Agenda ❑ Meeting Notes ❑ Photos ❑ Mylars ❑ Change Order ❑ Plans ❑ Specifications ❑ Estimates ❑ Diskette ❑ Zip Disk ❑ Other Quantity Description 1 Signed Agreement for Water Filtration Plant Chemical & Electrical System Improvements These are being transmitted as indicated below: ❑ For Approval ® For Your Use ❑ As Requested ❑ For Review&Comment Remarks: cc: City Clerk(original) Public Works (original) Steve Brand (original) City Attorney(copy) CHEMICAL AND ELECTRICAL IMPROVEMENTS CITY OF OSHKOSH - WATER FILTRATION PLANT AGREEMENT THIS AGREEMENT is by and between the City of Oshkosh, Wisconsin (Owner) and August Winter& Sons, Inc., (Contractor). Owner and Contractor, in consideration of the mutual covenants set forth herein, agree as follows: 1. WORK 1.1. Contractor shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows: The completed Work includes demolition of existing chemical feed and electrical equipment. The Work provides the Owner with the installation of new chlorine and ammonia feed equipment, piping and appurtenances; new alum feed equipment, piping and appurtenances; new backwash supply pump adjustable frequency drives; new plant uninterruptable power supply. 2. ENGINEER 2.1. The Project has been designed by CH2M HILL (Engineer), who is to act as Owner's representative, assume all duties and responsibilities, and have the rights and authority assigned to Engineer in the Contract Documents in connection with the completion of the Work in accordance with the Contract Documents. 3. CONTRACT TIMES 3.1. Time of the Essence: All time limits for Milestones, if any, Substantial Completion, and completion and readiness for final payment as stated in the Contract Documents are of the essence of the Contract. 3.2. Days to Achieve Substantial Completion and Final Payment: 3.2.1. The Work shall be substantially completed within 160 days from the date when the Contract Times commence to run as provided in Paragraph 2.03 of the General Conditions, and completed and ready for final payment in accordance with Paragraph 14.07 of the General Conditions within 395 days after the date when the Contract Times commence to run. MKE/425446 AGREEMENT JUNE 25, 2012 00 52 13 - 1 ©COPYRIGHT 2012 CH2M HILL CHEMICAL AND ELECTRICAL IMPROVEMENTS CITY OF OSHKOSH - WATER FILTRATION PLANT 3.3. Days to Achieve Substantial Completion of Milestone(s): 3.3.1. The Work necessary to achieve the Milestone(s), as identified in 00 73 00, Supplementary Conditions, shall be substantially completed within 365 days from the date when the Contract Times commence to run as provided in Paragraph 2.03 of the General Conditions. 3.4. Liquidated Damages: 3.4.1. Contractor and Owner recognize that time is of the essence of this Agreement and that Owner will suffer financial loss if the Work is not completed within the times specified in Paragraph Contract Times above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions. The parties also recognize the delays, expense, and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by Owner if the Work is not completed on time. Accordingly, instead of requiring any such proof, Owner and Contractor agree that as liquidated damages for delay(but not as a penalty) Contractor shall pay Owner Five Hundred Dollars ($ 500.00 ) for each day that expires after the time specified herein for Substantial Completion until the Work is substantially complete. 4. CONTRACT PRICE 4.1. Owner will pay Contractor for completion of the Work in accordance with the Contract Documents an amount in current funds equal to the sum of the amounts determined pursuant to the following: 4.1.1. Lump Sum: For all Work a lump sum of: Eight hundred sixty seven thousand and one hundred Dollars (Words) and zero Cents $ 897,100 (Words) (Figures) 4.1.1.1. The above lump sum amount reflects Owner's adoption of the following alternates: 4.1.1.1.1. None. AGREEMENT MKE/425446 00 52 13 -2 JUNE 25, 2012 ©COPYRIGHT 2012 CH2M HILL CHEMICAL AND ELECTRICAL IMPROVEMENTS CITY OF OSHKOSH - WATER FILTRATION PLANT 4.1.1.2. All specific cash and contingency allowances are included in the above lump sum price and have been computed in accordance with Paragraph 11.02 of the General Conditions. 5. PAYMENT PROCEDURES 5.1. Submittal and Processing of Payments: Contractor shall submit Applications for Payment in accordance with Article 14 of the General Conditions. Applications for Payment will be processed by Engineer as provided in the General Conditions. 5.2. Progress Payments and Retainage: Owner will make progress payments on account of the Contract Price on the basis of Contractor's Application for Payment on the date of each month as established in the preconstruction conference during performance of the Work as provided herein. All such payments will be measured by the Schedule of Values established as provided in Paragraph 2.07.A of the General Conditions (and in the case of Unit Price Work based on the number of units completed) or, in the event there is no Schedule of Values, as provided in the General Requirements. 5.2.1. Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below but, in each case, less the aggregate of payments previously made and less such amounts as Engineer may determine or Owner may withhold, including but not limited to liquidated damages, in accordance with Paragraph 14.02 of the General Conditions: 5.2.1.1. Ninety percent of Work completed (with the balance being retainage). If the Work has been 50 percent completed as determined by Engineer, and if the character and progress of the Work have been satisfactory to Owner and Engineer, Owner, on recommendation of Engineer, may determine that as long as the character and progress of the Work remain satisfactory to them, there will be no additional retainage; and 5.2.1.2. Ninety percent of cost of materials and equipment not incorporated in the Work (with the balance being retainage). 5.2.2. Upon Substantial Completion, Owner will pay an amount sufficient to increase total payments to Contractor to 100 percent of the Work completed, less such amounts as Engineer will determine in accordance with Paragraph 14.02.B.5 of the General Conditions and less 100 percent of Engineer's estimate of the value of Work to be completed or corrected as shown on the tentative list of items to be completed or corrected attached to the certificate of Substantial Completion. MKE/425446 AGREEMENT JUNE 25, 2012 00 52 13 - 3 ©COPYRIGHT 2012 CH2M HILL CHEMICAL AND ELECTRICAL IMPROVEMENTS CITY OF OSHKOSH - WATER FILTRATION PLANT 5.3. Final Payment: 5.3.1. Upon final completion and acceptance of the Work in accordance with Paragraph 14.07 of the General Conditions, Owner shall pay the remainder of the Contract Price as recommended by Engineer as provided in said Paragraph 14.07. 6. INTEREST 6.1. All monies not paid when due as provided in Article 14 of the General Conditions shall bear interest at the rate of one percent per month. 7. CONTRACTOR'S REPRESENTATIONS 7.1. In order to induce Owner to enter into this Agreement, Contractor makes the following representations: 7.1.1. Contractor has examined and carefully studied the Contract Documents and the other related data identified in the Bidding Documents. 7.1.2. Contractor has visited the Site and become familiar with and is satisfied as to the general, local, and Site conditions that may affect cost, progress, and performance of the Work. 7.1.3. Contractor is familiar with and is satisfied as to all federal, state, and local Laws and Regulations that may affect cost, progress, and performance of the Work. 7.1.4. Contractor has carefully studied all: (1)reports of explorations and tests of subsurface conditions at or contiguous to the Site and all drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site (except Underground Facilities) which have been identified in the Supplementary Conditions as provided in Paragraph 4.02 of the General Conditions and (2) reports and drawings of a Hazardous Environmental Condition, if any, at the Site which has been identified in the Supplementary Conditions as provided in Paragraph 4.06 of the General Conditions. 7.1.5. Contractor does not consider that any further examinations, investigations, explorations, tests, studies, or data are necessary for the performance of the Work at the Contract Price, within the Contract Times, and in accordance with the other terms and conditions of the Contract Documents. AGREEMENT MKE/425446 00 52 13 -4 JUNE 25, 2012 ©COPYRIGHT 2012 CH2M HILL CHEMICAL AND ELECTRICAL IMPROVEMENTS CITY OF OSHKOSH - WATER FILTRATION PLANT 7.1.6. Contractor is aware of the general nature of work to be performed by Owner and others at the Site that relates to the Work as indicated in the Contract Documents. 7.1.7. Contractor has correlated the information known to Contractor, information and observations obtained from visits to the Site, reports and drawings identified in the Contract Documents, and all additional examinations, investigations, explorations, tests, studies, and data with the Contract Documents. 7.1.8. Contractor has given Engineer written notice of all conflicts, errors, ambiguities, or discrepancies that Contractor has discovered in the Contract Documents, and the written resolution thereof by Engineer is acceptable to Contractor. 7.1.9. The Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. 8. CONTRACT DOCUMENTS 8.1. Contents: 8.1.1. The Contract Documents that are associated with this Agreement (except as expressly noted otherwise) consist of the following: 8.1.1.1. This Agreement. 8.1.1.2. Performance bond. 8.1.1.3. Payment bond. 8.1.1.4. General Conditions. 8.1.1.5. Supplementary Conditions. 8.1.1.6. Specifications as listed in the table of contents of the Project Manual. 8.1.1.7. Drawings consisting of 6 sheets with each sheet bearing the following general title: Water Filtration Plant Chlorine and Ammonia Feed Equipment Replacement Project. 8.1.1.8. Addenda. MKE/425446 AGREEMENT JUNE 25, 2012 005213 - 5 ©COPYRIGHT 2012 C112M HILL CHEMICAL AND ELECTRICAL IMPROVEMENTS CITY OF OSHKOSH - WATER FILTRATION PLANT 8.1.2. Exhibits to this Agreement: 8.1.2.1. Contractor's Bid. 8.1.2.2. Documentation submitted by Contractor prior to Notice of Award. 8.1.2.2.1. Disclosure of Ownership. 8.1.3. The following which may be delivered or issued on or after the Effective Date of the Agreement and are not attached hereto: 8.1.3.1. Notice to Proceed. 8.1.3.2. Work Change Directives. 8.1.3.3. Change Order(s). 8.2. There are no Contract Documents other than those listed above in this Article. 8.3. The Contract Documents may only be amended, modified, or supplemented as provided in Paragraph 3.04 of the General Conditions. 9. MISCELLANEOUS 9.1. Terms used in this Agreement will have the meanings stated in the General Conditions and the Supplementary Conditions. 9.2. Successors and Assigns: Owner and Contractor each binds itself, its partners, successors, assigns, and legal representatives to the other party hereto, its partners, successors, assigns, and legal representatives in respect to all covenants, agreements, and obligations contained in the Contract Documents. 9.3. Severability: Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Contractor, who agree the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. AGREEMENT MKE/425446 005213 - 6 JUNE 25, 2012 ©COPYRIGHT 2012 CH2M HILL CHEMICAL AND ELECTRICAL IMPROVEMENTS CITY OF OSHKOSH -WATER FILTRATION PLANT 9.4. Assignment of Contract: 9.4.1. No assignment by a party hereto of any rights under or interests in the Contract shall be binding on another party hereto without the written consent of the party sought to be bound; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent(except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment shall release or discharge the assignor from any duty or responsibility under the Contract Documents. MKE/425446 AGREEMENT JUNE 25. 2012 00 52 13 - 7 ©COPYRIGHT 2012 CH2M HILL , CHEMICAL AND ELECTRICAL IMPROVEMENTS CITY OF OSHKOSH - WATER FILTRATION PLANT IN WITNESS WHEREOF, Owner and Contractor have signed this Agreement in triplicate. One counterpoint each has been delivered to Owner, Contractor, and Engineer. All portions of the Contract Documents have been signed or identified by Owner and Contractor or on their behalf. This Agreement will be effective onitl417, 2012 (which is the Effective Date of the Agreement). Signed for in behalf of the City of Oshkosh 1-1---4 CONTRACTOR: �flL/_<7 1(J/N7F..V/Sv/v5 )vc Mohloff, City Manager By: c �b .%/ iEd'T.0,2s it .A lk 4.1M1 A .,01 4 Title: 1� � BrU Pamela R. Ubrig, City Clerk e' '� [CORPORATE SEAL] )4., ..-414111, . L.Asfai_ • n I orenson, Ci . •ney Attest: r mss_ ,_ _..1. _ Title: S- •eE)' .¢7 /r Peggy Steer", Director of Finance Address for giving notices: I hereby certify that the necessary (52.R. ,.3 /�- .�'4�✓�76i /e_. provisions have been made to pay the liability which will accrue under this /9.0,G c...=-70 Ai /d–r- .S"2/9r/ contract. License No. (Where applicable) Agent for service or process: (If Contractor is a corporation or a partnership, attach evidence of authority to sign.) END OF SECTION AGREEMENT MKE/425446 005213 - 8 JUNE 25, 2012 ©COPYRIGHT 2012 CH2M HILL CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS OF AUGUST WINTER & SONS, INC. I, Gerald J. Hietpas, hereby certifying that I am duly elected and qualified Secretary of August Winter & Sons, Inc. and keeper of its records and the Corporate Seal and that the following is a true and correct copy of a Resolution duly adopted at a special meeting of the Board of Directors of said August Winter & Sons, Inc. duly convened in accordance with the By-Laws of said Corporation at its office at Appleton, Wisconsin, on the 1St day of November, 2007 RESOLVED, that Gerald J. Hietpas, President, Secretary and Treasurer and Mark M. Eimmerman, Vice-President and Gene B. Ketterhagen, Vice- President and Thomas A. Winter, Director and Robert H. Winter, Director, and each of them is hereby authorized to execute all contracts and all other papers necessary in the transaction of the Corporation's business and to bind the Corporation by such execution without any other signature of any other Officer. IN WITNESS WHEREOF, I have hereunto affixed my name as Secretary and have caused this Corporate Seal of said Corporation to be hereto affixed this 1st day of November, 2007. „.) Gerald J. Hietp s, Seer ary (CORPORATE SEAL) I, Thomas A. Winter, a Director of said Corporation do hereby certify that the foregoing is a correct copy of a Resolution passed as therein set forth. Thomas A. Winter, Director CHEMICAL AND ELECTRICAL IMPROVEMENTS CITY OF OSHKOSH-WATER FILTRATION PLANT PAYMENT BOND FORM Any singular reference to Contractor,Surety,Owner,or other party shall be considered plural where applicable. CONTRACTOR SURETY (Name and Address) (Name and Address of Principal Place of Business): August Winter&Sons, Inc. Ohio Farmers Insurance Company P.O. Box 1896,2323 N. Roemer Road P.O.Box 5001 Appleton,WI 54912 Westfield Center,OH,44251-500 OWNER(Name and Address): City of Oshkosh,Wisconsin City Hall,215 Church Avenue Oshkosh,WI 54901 CONTRACT Date: June 27,2012 Amount: $897,100.00 Description(Name and Location):Chemical and Electrical Systems Improvements,Water Filtration Plant, City of Oshkosh BOND Bond Number: 5497879 Date(Not earlier than Ccntract Date): June 27,2012 Amount: $897,100.00 Modifications to this Bond Form: N/A Surety and Contractor,intending to be legally bound hereby,subject to the terms printed on the reverse side hereof,do each cause this Payment Bond to be duly executed on its behalf by its authorized ofirer,agent,or representative. CONTRACTOR AS PRINCIPAL SURETY August Winter&Sons,Inc. Company: Signaturee, Ohio Farmers Insurance Company (Seal) Name and Trt:e Surety's Name and Corporate Seal Cieantl 1 •7 th f'+p45 Prey ciP 11- By: d . - Signature,.1; Title Jill Swanson,Attorney-In-Fact (Attach of of Attorney) (Space is provided below for signatures of additional parties,ifrequired.) Attest: Signature and Title L .P1 Witness MKE/425446 PAYMENT BOND FORM JUNE 15,2012 00 61 13.16- 1 ©COPYRIGHT 2012 CH2M HILL CHEMICAL AND ELECTRICAL IMPROVEMENTS CITY OF OSHKOSH-WATER FILTRATION PLANT CONTRACTOR AS PRINCIPAL SURETY Company: Signature: (Seal) Name and Title Surety's Name and Corporate Seal By: Signature and Title (Attach Power of Attorney) Attest: Signature and Title PAYMENT BOND FORM MICE/425446 0061 13.16-2 JUNE 15,2012 °COPYRIGHT 2012 CH2M HILL CHEMICAL AND ELECTRICAL IMPROVEMENTS CITY OF OSHKOSH-WATER FILTRATION PLANT 1. Contractor and Surety,jointly and severally,bind were furnished or supplied,or for whom the themselves,their heirs,executors,administrators, labor was done or performed;and successors,and assigns to Owner to pay for labor, materials,and equipment furnished by Claimants for 2. Have either received a rejection in use in the performance of the Contract,which is whole or in part from Contractor,or not incorporated herein by reference. received within 30 days of furnishing the above notice any communication from 2. With respect to Owner,this obligation shall be Contractor by which Contractor had null and void if Contractor: indicated the claim will be paid directly or indirectly;and 2.1. Promptly makes payment,directly or indirectly,for all sums due Claimants,and 3. Not having been paid within the above 30 days,have sent a written notice to Surety 2.2. Defends,indemnifies,and holds harmless and sent a copy,or notice thereof,to Owner, Owner from all claims,demands,liens,or suits stating that a claim is being made under this alleging non-payment by Contractor by any Bond and enclosing a copy of the previous person or entity who furnished labor,materials,or written notice furnished to Contractor. equipment for use in the performance of the Contract,provided Owner has promptly notified 5. If a notice by a Claimant required by Paragraph 4 Contractor and Surety(at the addresses described is provided by Owner to Contractor or to Surety,that in Paragraph 12)of any claims,demands,liens,or is sufficient compliance. suits and tendered defense of such claims, demands,liens,or suits to Contractor and Surety, 6. When a Claimant has satisfied the conditions of and provided there is no Owner Default. Paragraph 4,the Surety shall promptly and at Surety's expense take the following actions: 3. With respect to Claimants,this obligation shall be null and void if Contractor promptly makes payment, 6.1. Send an answer to that Claimant,with a directly or indirectly,for all sums due. copy to Owner,within 45 days after receipt of the claim,stating the amounts that are undisputed and 4. Surety shall have no obligation to Claimants the basis for challenging any amounts that are under this Bond until: disputed. 4.1. Claimants who are employed by or have a 6.2. Pay or arrange for payment of any direct contract with Contractor have given notice undisputed amounts. to Surety(at the addresses described in Paragraph 12)and sent a copy,or notice thereof, 7. Surety's total obligation shall not exceed the to Owner,stating that a claim is being made under amount of this Bond,and the amount of this Bond this Bond and,with substantial accuracy,the shall be credited for any payments made in good faith amount of the claim. by Surety. 4.2. Claimants who do not have a direct contract 8. Amounts owed by Owner to Contractor under the with Contractor: Contract shall be used for the performance of the Contract and to satisfy claims,if any,under any 1. Have furnished written notice to performance bond.By Contractor furnishing and Contractor and sent a copy,or notice Owner accepting this Bond,they agree that all funds thereof,to Owner,within 90 days after earned by Contractor in the performance of the having last performed labor or last furnished Contract are dedicated to satisfy obligations of materials or equipment included in the claim Contractor and Surety under this Bond,subject to stating,with substantial accuracy,the Owner's priority to use the funds for the completion amount of the claim and the name of the of the Work. party to whom the materials or equipment MKE/425446 PAYMENT BOND FORM JUNE 15,2012 00 61 13.16-3 ©COPYRIGHT 2011 CH2M HILL CHEMICAL AND ELECTRICAL IMPROVEMENTS CITY OF OSHKOSH-WATER FILTRATION PLANT 9. Surety shall not be liable to Owner,Claimants,or conforming to such statutory requirement shall be others for obligations of Contractor that are unrelated deemed incorporated herein.The intent is that this to the Contract.Owner shall not be liable for Bond shall be construed as a statutory Bond and not payment of any costs or expenses of any Claimant as a common law bond. under this Bond,and shall have under this Bond no obligations to make payments to,give notices on 14.Upon request of any person or entity appearing to behalf of,or otherwise have obligations to Claimants be a potential beneficiary of this Bond,Contractor under this Bond. shall promptly furnish a copy of this Bond or shall permit a copy to be made. 10.Surety hereby waives notice of any change, including changes of time,to the Contract or to 15.Definitions: related Subcontracts,purchase orders and other obligations. 15.1.Claimant:An individual or entity having a direct contract with Contractor,or with a first-tier 11.No suit or action shall be commenced by a subcontractor of Contractor,to furnish labor, Claimant under this Bond other than in a court of materials,or equipment for use in the competent jurisdiction in the location in which the performance of the Contract.The intent of this Work or part of the Work is located or after the Bond shall be to include without limitation in the expiration of one year from the date(1)on which the terms"labor,materials or equipment"that part of Claimant gave the notice required by Paragraph 4.1 water,gas,power,light,heat,oil,gasoline, or Paragraph 4.2.3,or(2)on which the last labor or telephone service,or rental equipment used in the service was performed by anyone or the last materials Contract,architectural and engineering services or equipment were furnished by anyone under the required for performance of the Work of Construction Contract,whichever of(1)or(2)first Contractor and Contractor's Subcontractors,and occurs.If the provisions of this paragraph are void or all other items for which a mechanic's lien may be prohibited by law,the minimum period of limitation asserted in the jurisdiction where the labor, available to sureties as a defense in the jurisdiction of materials,or equipment were furnished. the suit shall be applicable. 15.2.Contract:The agreement between Owner 12.Notice to Surety,Owner,or Contractor shall be and Contractor identified on the signature page, mailed or delivered to the addresses shown on the including all Contract Documents and changes signature page.Actual receipt of notice by Surety, thereto. Owner,or Contractor,however accomplished,shall be sufficient compliance as of the date received at the 15.3.Owner Default Failure of Owner,which has address shown on the signature page. neither been remedied nor waived,to pay Contractor as required by the Contract or to 13.When this Bond has been furnished to comply perform and complete or comply with the other with a statutory requirement in the location where the terms thereof. Contract was to be performed,any provision in this Bond conflicting with said statutory requirement shall be deemed deleted herefrom and provisions Willis of Minnesota,Inc. FOR INFORMATION ONLY—Name,Address and Telephone 1600 Utica Avenue South,Suite 600 Surety Agency or Broker: Minneapolis,MN 55416 Owner's Representative(engineer or other party): 763-302-7100 END OF SECTION PAYMENT BOND FORM MKE/425446 0061 13.16-4 JUNE 15,2012 ©COPYRIGHT 2011 CH2M HILL CHEMICAL AND ELECTRICAL IMPROVEMENTS CITY OF OSHKOSH-WATER FILTRATION PLANT PERFORMANCE BOND FORM Any singular reference to Contractor,Surety,Owner,or other party shall be considered plural where applicable. CONTRACTOR SURETY (Name and Address): (Name and Address of Principal Place of Business): August Winter&Sons,Inc. Ohio Farmers Insurance Company P.O.Box 1896,2323 N.Roemer Road P.O.Box 5001 Appleton,WI 54912 Westfield Center,OH,44251-500 OWNER(Name and Address): City of Oshkosh,Wisconsin City Hall,215 Church Avenue Oshkosh,WI 54901 CONTRACT Date: June 27,2012 Amount: $897,100.00 Description(Name and Location):Chemical and Electrical Systems Improvements,Water Filtration Plant, City of Oshkosh BOND Bond Number. 5497879 Date(Not earlier than Contract Date): June 27,2012 Amount: $897,100.00 Modifications to this Bond Form: N/A Surety and Contractor,intending to be legally bound hereby,subject to the terms printed on the reverse side hereof,do each cause this Performance Bond to be duly executed on its behalf by its authorized officer,agent, or representative. CONTRACTOR AS PRINCIPAL SURETY August Winter&Sons,Inc. Company: Signature: an Ohio Farmers Insurance Company (Seall Name and Title Surety's Name and Corporate Seal By: Signa , d Title Jill Swanson,Attorney-In-Fact (Attaci 'ower of Attorney) (Space is provided below for signatures of additional parties,if required.) z Attest. g l `� Signature Title Lau g, fitness MICE/425446 PERFORMANCE BOND FORM JUNE 15,2012 00 61 13.13 - 1 ©COPYRIGHT 2012 CH2M HILL CHEMICAL AND ELECTRICAL IMPROVEMENTS CITY OF OSHKOSH-WATER FILTRATION PLANT CONTRACTOR AS PRINCIPAL SURETY Company: Signature: (Seal) Name and Title Surety's Name and Corporate Seal By Signature and Title (Attach Power of Attorney) Attest Signature and Title PERFORMANCE BOND FORM MKE/425446 00 61 13.13 -2 JUNE 15,2012 ©COPYRIGHT 2012 CH2M HILL CHEMICAL AND ELECTRICAL IMPROVEMENTS CITY OF OSHKOSH-WATER FILTRATION PLANT 1. Contractor and Surety,jointly and severally,bind 4.3. Obtain bids or negotiated proposals from themselves,their heirs,executors,administrators, qualified contractors acceptable to Owner for a successors,and assigns to Owner for the performance contract for performance and completion of the of the Contract,which is incorporated herein by Contract,arrange for a contract to be prepared for reference. execution by Owner and Contractor selected with Owner's concurrence,to be secured with 2. If Contractor performs the Contract,Surety and performance and payment bonds executed by a Contractor have no obligation under this Bond, qualified surety equivalent to the bonds issued on except to participate in conferences as provided in the Contract,and pay to Owner the amount of Paragraph 3.1. damages as described in Paragraph 6 in excess of the Balance of the Contract Price incurred by 3. If there is no Owner Default,Surety's obligation Owner resulting from Contractor Default;or under this Bond shall arise after: 4.4. Waive its right to perform and complete, 3.1. Owner has notified Contractor and Surety,at arrange for completion,or obtain a new contractor the addresses described in Paragraph 10 below, and with reasonable promptness under the that Owner is considering declaring a Contractor circumstances: Default and has requested and attempted to arrange a conference with Contractor and Surety 1. After investigation,determine the to be held not later than 15 days after receipt of amount for which it may be liable to Owner such notice to discuss methods of performing the and,as soon as practicable after the amount Contract.If Owner,Contractor and Surety agree, is determined,tender payment therefor to Contractor shall be allowed a reasonable time to Owner;or perform the Contract,but such an agreement shall not waive Owner's right,if any,subsequently to 2. Deny liability in whole or in part and declare a Contractor Default;and notify Owner citing reasons therefor. 3.2. Owner has declared a Contractor Default 5. If Surety does not proceed as provided in and formally terminated Contractor's right to Paragraph 4 with reasonable promptness,Surety shall complete the Contract.Such Contractor Default be deemed to be in default on this Bond 15 days after shall not be declared earlier than 20 days after receipt of an additional written notice from Owner to Contractor and Surety have received notice as Surety demanding that Surety perform its obligations provided in Paragraph 3.1;and under this Bond,and Owner shall be entitled to enforce any remedy available to Owner.If Surety 3.3. Owner has agreed to pay the Balance of the proceeds as provided in Paragraph 4.4,and Owner Contract Price to: refuses the payment tendered or Surety has denied liability,in whole or in part,without further notice 1. Surety in accordance with the terms of Owner shall be entitled to enforce any remedy the Contract; available to Owner. 2. Another contractor selected pursuant to 6. After Owner has terminated Contractor's right to Paragraph 4.3 to perform the Contract. complete the Contract,and if Surety elects to act under Paragraph 4.1,4.2,or 4.3 above,then the 4. When Owner has satisfied the conditions of responsibilities of Surety to Owner shall not be Paragraph 3,Surety shall promptly and at Surety's greater than those of Contractor under the Contract, expense take one of the following actions: and the responsibilities of Owner to Surety shall not be greater than those of Owner under the Contract. 4.1. Arrange for Contractor,with consent of To a limit of the amount of this Bond,but subject to Owner,to perform and complete the Contract;or commitment by Owner of the Balance of the Contract Price to mitigation of costs and damages on the 4.2. Undertake to perform and complete the Contract,Surety is obligated without duplication for: Contract itself,through its agents or through independent contractors;or MICE/425446 PERFORMANCE BOND FORM JUNE 15,2012 00 61 13.13 -3 ©COPYRIGHT 2012 CH2M HILL CHEMICAL AND ELECTRICAL IMPROVEMENTS CITY OF OSHKOSH-WATER FILTRATION PLANT 6.1. The responsibilities of Contractor for 10.Notice to Surety,Owner,or Contractor shall be correction of defective Work and completion of mailed or delivered to the address shown on the the Contract; signature page. 6.2. Additional legal,design professional,and II.When this Bond has been furnished to comply delay costs resulting from Contractor's Default, with a statutory requirement in the location where the and resulting from the actions or failure to act of Contract was to be performed,any provision in this Surety under Paragraph 4;and Bond conflicting with said statutory requirement shall be deemed deleted herefrom and provisions 6.3. Liquidated damages,or if no liquidated conforming to such statutory requirement shall be damages are specified in the Contract,actual deemed incorporated herein.The intent is that this damages caused by delayed performance or non- Bond shall be construed as a statutory bond and not performance of Contractor. as a common law bond. 7. Surety shall not be liable to Owner or others for 12.Definitions. obligations of Contractor that are unrelated to the Contract,and the Balance of the Contract Price shall 12.1.Balance of the Contract Price:The total not be reduced or set off on account of any such amount payable by Owner to Contractor under the unrelated obligations.No right of action shall accrue Contract after all proper adjustments have been on this Bond to any person or entity other than made,including allowance to Contractor of any Owner or its heirs,executors,administrators,or amounts received or to be received by Owner in successors. settlement of insurance or other Claims for damages to which Contractor is entitled,reduced 8. Surety hereby waives notice of any change, by all valid and proper payments made to or on including changes of time,to Contract or to related behalf of Contractor under the Contract. subcontracts,purchase orders,and other obligations 12.2.Contract The agreement between Owner 9. Any proceeding,legal or equitable,under this and Contractor identified on the signature page, Bond may be instituted in any court of competent including all Contract Documents and changes jurisdiction in the location in which the Work or part thereto. of the Work is located and shall be instituted within two years after Contractor Default or within two 12.3.Contractor Default:Failure of Contractor, years after Contractor ceased working or within two which has neither been remedied nor waived,to years after Surety refuses or fails to perform its perform or otherwise to comply with the terms of obligations under this Bond,whichever occurs first, the Contract. If the provisions of this paragraph are void or prohibited by law,the minimum period of limitation 12.4.Owner Default:Failure of Owner,which has available to sureties as a defense in the jurisdiction of neither been remedied nor waived,to pay the suit shall be applicable. Contractor as required by the Contract or to perform and complete or comply with the other terms thereof FOR INFORMATION ONLY—Name,Address and Telephone Willis of Minnesota,Inc. Surety Agency or Broker 1600 Utica Avenue South,Suite 600 Owner's Representative(engineer or other party) Minneapolis,MN 55416 763-302-7100 END OF SECTION PERFORMANCE BOND FORM MICE/425446 00 61 13.13 -4 JUNE 15,2012 ©COPYRIGHT 2012 CH2M HILL Surety Acknowledgement State of Minnesota } } ss. County of Hennepin } On this 27th day of June , 2012 , before me personally came Jill Swanson, to me known, who, being by me duly sworn, did depose and say that he is an attorney-in-fact of Ohio Farmers Insurance Company the corporate seal of said corporation;that the seal affixed to the within instrument is such corporate seal, and that he signed the said instrument and affixed the said seal as Attorney in Fact by authority of the Board of Directors of said corporation and by authority of this office under the Standing Resolutions thereof. . Notary Public • • f q NICOLE CATHERINE LANGER - NOTARY PUBLIC-MINNESOTA ..,G ,,,, My Commission Expires Jan.31,2013 xx is POWER NO. 2263612 01 Westfield Insurance Co. General Power of Attorney Westfield National Insurance Co. Ohio Farmers Insurance Co. CERTIFIED COPY Westfield Center, Ohio Know All Men by These Presents,That WESTFIELD INSURANCE COMPANY,WESTFIELD NATIONAL INSURANCE COMPANY,and OHIO FARMERS INSURANCE COMPANY,corporations,hereinafter referred to individually as a"Company"and collectively as"Companies,"duly organized and existing under the laws of the State of Ohio,and having their principal offices in Westfield Center,Medina County,Ohio,do by these presents make,constitute and appoint DENNIS LOOTS,LAURIE PFLUG,JILL SWANSON,BARBARA KELLAR,NINA E.WERSTEIN,BRIAN D.CARPENTER,BARBARA L.RAEDEKE, TERESA HAMMERS,NICOLE TAMBLE, JOINTLY OR SEVERALLY of MINNEAPOLIS and State of MN their true and lawful Attorney(s)-in-Fact,with full power and authority hereby conferred in their names,place and stead,to execute,acknowledge and deliver any and all bonds,recognizances,undertakings,or other instruments or contracts of suretyship, LIMITATION: THIS POWER OF ATTORNEY CANNOT BE USED TO EXECUTE NOTE GUARANTEE,MORTGAGE DEFICIENCY,MORTGAGE GUARANTEE,OR BANK DEPOSITORY BONDS. and to bind any of the Companies thereby as fully and to the same extent as if such bonds were signed by the President,sealed with the corporate seal of the applicable Company and duly attested by its Secretary,hereby ratifying and confirming all that the said Attorney(s)-in-Fact may do in the premises. Said appointment is made under and by authority of the following resolution adopted by the Board of Directors of each of the WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY,and OHIO FARMERS INSURANCE COMPANY: "BE IT RESOLVED,that the President,any Senior Executive,any Secretary or any Fidelity&Surety Operations Executive or other Executive shall be ant is hereby vested with full power and authority to appoint any one or more suitable persons as Attorney(s)-in-Fact to represent and act for and on behalf of the Company subject to the following provisions: The Attorney-in-Fact may be given full power and authority for and in the name of and on behalf of the Company,to execute,acknowledge and deliver,any and all bonds, recognizances, contracts, agreements of indemnity and other conditional or obligatory undertakings and any and all notices and documents canceling or terminating the Company's liability thereunder,and any such instruments so executed by any such Attorney-in-Fact shall be as binding upon the Company as if signed by the President and sealed and attested by the Corporate Secretary." "RE IT FURTHER RESOLVED, that the signature of any such designated person and the seal of the Company heretofore or hereafter affixed to any power of attorney or any certificate relating thereto by facsimile,and any power of attorney or certificate bearing facsimile signatures or facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which it is attached." (Each adopted at a meeting held on February 8,2000.) In Witness Whereof, WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY, and OHIO FARMERS INSURANCE COMPANY have caused these presents to be signed by their Senior Executive and their corporate seals to be hereto affixed this 27th day of AUGUST,AD.,2010. pir�sv ��oNnt '' 1tlSUq �ti R9y, °�,r•, Ns•, e.S.•• 4y-- WESTFIELD INSURANCE COMPANY• Corporate - 'cam= ° » L * 'c<` WESTFIELD NATIONAL INSURANCE COMPANY Seals -_ SEAL = _h? SEAL . ��ARTERF0 _ OHIO FARMERS INSURANCE COMPANY Affixed ' 'nc =,�• 1846 •:Z. *' Richard L.Kinnaird,Jr.,National Surely Leader and Senior Executive State of Ohio " County of Medina ss.: On this 27th day of AUGUST,A.D.,2010,before me personally came Richard L.Kinnaird,Jr.,to me known,who,being by me duly sworn,did depose and say,that he resides in Medina,Ohio;that he is Senior Executive of WESTFIELD INSURANCE COMPANY,WESTFIELD NATIONAL INSURANCE COMPANY, and OHIO FARMERS INSURANCE COMPANY,the companies described in and which executed the above instrument,that he knows the seals of said Companies; that the seals affixed to said instrument are such corporate seals;that they were so affixed by order of the Board of Directors of said Companies;and that he signed his name thereto by like order. ,,.,, ,,,Notarial a)cg. n V��/� Seal pr`�111r// •l': Affixed William J.Kahelin,Attorney at Law,Notary Public *= -My Commission Does Not Expire(Sec. 147.03 Ohio Revised Code) State of Ohio County of Medina ss.: CERTIFICATE l Frank Carrino, Secretary of the WESTFIELD INSURANCE COMPANY, WESTFIELD NATIONAL INSURANCE COMPANY, and OHIO FARMERS INSURANCE COMPANY,do hereby certify that the above and foregoing is a tare and correct copy of a Power of Attorney,executed by said Companies,which is still in full force and effect;and furthermore,the resolutions ofthe Board of Directors,set out in the Power of Attorney are in full force and effect. In Witness Whereof,I have hereunto set my hand and affixed the seal of said Company at Westfield Center,Ohio,this day of ,A.D. "' •� •""",,,,,, •y = 27th June 2012 am k SEAL `0 =',•=f SEAL ' `�� �vsatFRfo .• ?iiii: 'nc ;� 1646 abr • N2' By Frank Carrino,Secretary BPOAC JMW (01-03) ENES '44 ° ° CERTIFICATE OF LIABILITY INSURANCE DA7E(M YYYj si2s/2012o12 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 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 (920)739-7711 NAME CT Debra A. Stolzman, CIC,AAI,AIM Willis Appleton PHONE Svc,No ExU:920-968-5274 (A/C,Noy 920-5604074 122 E.College Avenue E-MAIL P O Box 877 ADDRESS:debbie.stolzman @willis.com PRODUCER AUGUWIN-02 Appleton, WI 54912-0877 CUSTOMER IDs: INSURER(S)AFFORDING COVERAGE NAIC al INSURED August Winter&Sons, Inc. INSURER A:Phoenix Insurance Company 25623 Attn: Sharon Bons INSURER B:Travelers Property Casualty Company of Am 25674 P O Box 1896 INSURER C:Cincinnati Insurance Company 10677 Appleton,WI 54912-1896 INSURER D:Travelers Indemnity Company of America 25666 INSURER E; INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 __.. ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER _1MM/DDIYYYYL(MMfDDIYYYYY UMITS GENERAL LIABIUTY EACH OCCURRENCE $ 2,000,000 A X COMMERCIAL GENERAL LIABILITY X DT-CO-6934C377-PHX-11 10/1/2011 10/1/2012 DAMAGE TD RENTEO PREMISES(Eaoccorrence) $ 300,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) S 10,000 X Contractual Liability PERSONAL&ADV INJURY S 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG S 4,000,000 POLICY X JF 0. LOC $ AUTOMOBILE LIABIUTY I (Es accident) OMBIINEEDSINGLE LIMIT 3 1,000,000 B X ANY AUTO DT-810-323D2093-TIL-11 ( 10/1/2011 10/1/2012 BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE X `(`t HIRED AUTOS (Per accident) X f NON-OWNED AUTOS I $ hail I $ IUMBRELLA LIAR X OCCUR EACH OCCURRENCE i $ 20,000,000 X r EXCESS LAB CLAIMS-MADE AGGREGATE $ 20,000,000 C I EXS0102952 10/1/2011 10/1/2012 X IDEDUCTIBLE $ RETENTION $ $0 S WORKERS COMPENSATION X WC STATU- IOTH- AND EMPLOYERS'LIABIUTY I TORY UMITS I ER Y l N D ANY PROPRIETORIPARTNER/EXECUTIVE i DTDTCHUB-6934C37-7-11 10/1(2011 10/1/2012 E.L.EACH ACCIDENT $ 100,000 OFFICER/MEMBER EXCLUDED') N N J A (Mandatory in NH) i E.L.DISEASE-EA EMPLOYEE S 100,000 If yes.describe under DESCRIPTION OF OPERATIONS below E L.DISEASE-POLICY LIMIT $ 500,000 A Workers Compensation DTNUB-5580L00-2-11 10(1/2011 10/1/2012 Employers Liability $100/$5001$100,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS 1 VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space is required) Re:AWS Job#280013 and#956-Oshkosh Filtration Plant Chlorine&Ammonia Feed Equipment Replacement Project(11-2011) The City of Oshkosh,its officers,council members,agents,employees&authorized volunteers,and CH2M HILL Constructors,Inc.are named as additional insureds to the Comm'I General Liability for acts caused by AWS in the performance of their work to which the written contract reauirina insurance applies. Attachment CGL Blanket Add'I Insured(Contractors)Endorsement CGT809• CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Oshkosh,City of THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN it ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 1130 Oshkosh,WI 54902-1130 AUTHORIZED REPRESENTATIVE _ , I ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY POLICY NUMBER: DT-CD-6934C377-PHX-1 1 GENERAL PURPOSE ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY BLANKET ADDITIONAL INSURED (CONTRACTORS) - THIS ENDORSEMENT MODIFIES INSURANCE PROVIDED UNDER THE FOLLOWING: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS 1 . WHO IS AN INSURED - (SECTION II) IS AMENDED TO INCLUDE ANY PERSON OR ORGANIZATION THAT: A) IS NOT AN INSURED UNDER THE DESCRIBED ADDITIONAL INSURED (CONTRACTORS) ENDORSEMENT THAT IS A PART OF THIS POLICY; AND B) YOU AGREE IN A "WRITTEN CONTRACT REQUIRING INSURANCE" TO INCLUDE AS AN ADDITIONAL INSURED ON THIS COVERAGE PART. HOWEVER, THE PERSON OR ORGANIZATION IS AN ADDITIONAL INSURED: A) ONLY WITH RESPECT TO LIABILITY FOR "BODILY INJURY', "PROPERTY DAMAGE' OR 'PERSONAL INJURY"; AND B) IF, AND ONLY TO THE EXTENT THAT, THE INJURY OR DAMAGE IS_ CAUSED BY • ACTS DR OMISSIONS OF YOU OR YOUR SUBCONTRACTOR IN THE PERFORMANCE OF "YOUR WORK' TO WHICH THE "WRITTEN CONTRACT REQUIRING INSURANCE' APPLIES. THE PERSON OR ORGANIZATION DOES NOT QUALIFY AS AN ADDITIONAL INSURED WITH RESPECT TO THE INDEPENDENT ACTS OR OMISSIONS OF SUCH PERSON OR ORGANIZATION. 2. THE INSURANCE PROVIDED TO THE ADDITIONAL INSURED BY THIS ENDORSEMENT IS LIMITED AS FOLLOWS: A) IN THE EVENT THAT THE LIMITS OF INSURANCE OF THIS COVERAGE PART SHOWN IN THE DECLARATIONS EXCEED THE LIMITS OF LIABILITY REQUIRED BY THE "WRITTEN CONTRACT REQUIRING INSURANCE", THE INSURANCE PROVIDED TO THE ADDITIONAL INSURED SHALL BE LIMITED TO THE LIMITS OF LIABILITY REQUIRED BY THAT "WRITTEN CONTRACT REQUIRING INSURANCE" . THIS ENDORSEMENT SHALL NOT INCREASE THE LIMITS OF INSURANCE DESCRIBED IN SECTION III - LIMITS OF INSURANCE. B) THE INSURANCE PROVIDED TO THE ADDITIONAL INSURED ODES NOT APPLY TO "BODILY INJURY', 'PROPERTY DAMAGE" DR "PERSONAL INJURY' ARISING OUT OF THE RENDERING OF, OR FAILURE TO RENDER, ANY PROFESSIONAL ARCHITECTURAL, ENGINEERING OR SURVEYING SERVICES, INCLUDING: I . THE PREPARING, APPROVING, OR FAILING TO PREPARE OR APPROVE, MAPS, SHOP DRAWINGS, OPINIONS, REPORTS, SURVEYS, FIELD ORDERS DR CHANGE ORDERS, OR THE PREPARING, APPROVING, OR FAILING TO PREPARE OR APPROVE , DRAWINGS AND SPECIFICATIONS; AND II .SUPERVISORY, INSPECTION, ARCHITECTURAL OR ENGINEERING ACTIVITIES. CG TB 08 Page 1 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: DT-CO-6934C377-PHX-1 1 GENERAL PURPOSE ENDORSEMENT C) THE INSURANCE PROVIDED TO THE ADDITIONAL INSURED DOES NOT APPLY TO "BODILY INJURY" OR "PROPERTY DAMAGE" CAUSED BY "YOUR WORK" AND INCLUDED IN THE 'PRODUCTS-COMPLETED OPERATIONS HAZARD" UNLESS THE "WRITTEN CONTRACT REQUIRING INSURANCE` SPECIFICALLY REQUIRES YOU TO PROVIDE SUCH COVERAGE FOR THAT ADDITIONAL INSURED, AND THEN THE INSURANCE PROVIDED TO THE ADDITIONAL INSURED APPLIES ONLY TD SUCH "BODILY INJURY" OR "PROPERTY DAMAGE" THAT OCCURS BEFORE THE END OF THE PERIOD OF TIME FOR WHICH THE "WRITTEN CONTRACT REQUIRING INSURANCE" REQUIRES YOU TO PROVIDE SUCH COVERAGE OR THE END OF THE POLICY PERIOD, WHICHEVER IS EARLIER. 3. THE INSURANCE PROVIDED TO THE ADDITIONAL INSURED BY THIS ENDORSEMENT IS EXCESS OVER ANY VALID AND COLLECTIBLE "OTHER INSURANCE', WHETHER PRIMARY, EXCESS, CONTINGENT OR ON ANY OTHER BASIS, THAT IS AVAILABLE TO THE ADDITIONAL INSURED FOR A LOSS WE COVER UNDER THIS ENDORSEMENT. HOWEVER, IF THE "WRITTEN CONTRACT REQUIRING INSURANCE" SPECIFICALLY REQUIRES THAT THIS INSURANCE APPLY ON A PRIMARY BASIS OR A PRIMARY AND NON- CONTRIBUTORY BASIS, THIS INSURANCE IS PRIMARY TO "OTHER INSURANCE" AVAILABLE TO THE ADDITIONAL INSURED WHICH COVERS THAT PERSON OR ORGANIZATION AS A NAMED INSURED FOR SUCH LOSS, AND WE WILL NOT SHARE WITH THAT "OTHER INSURANCE" . BUT THE INSURANCE PROVIDED TO THE ADDITIONAL INSURED BY THIS ENDORSEMENT STILL IS EXCESS OVER ANY VALID AND COLLECTIBLE "OTHER INSURANCE', WHETHER PRIMARY, EXCESS, CONTINGENT OR ONANY OTHER BASIS, THAT IS AVAILABLE TO THE ADDITIONAL INSURED WHEN THAT PERSONOR ORGANIZATION IS AN ADDITIONAL INSURED UNDER SUCH 'OTHER INSURANCE". I 4. AS A CONDITION OF COVERAGE PROVIDED TO THE ADDITIONAL INSURED BY THIS ENDORSEMENT: „”— A) THE ADDITIONAL INSURED MUST GIVE US WRITTEN NOTICE AS SOON AS PRACTICABLE OF AN "OCCURRENCE' OR AN OFFENSE WHICH MAY RESULT IN A CLAIM. TO THE EXTENT POSSIBLE, SUCH NOTICE SHOULD INCLUDE : I . HOW, WHEN AND WHERE THE "OCCURRENCE" OR OFFENSE TOOK PLACE ; II .THE NAMES AND ADDRESSES OF ANY INJURED PERSONS AND WITNESSES; AND III .THE NATURE AND LOCATION OF ANY INJURY OR DAMAGE ARISING OUT OF THE "OCCURRENCE" OR OFFENSE. B) IF A CLAIM IS MADE DR 'SUIT" IS BROUGHT AGAINST THE ADDITIONAL INSURED, THE ADDITIONAL INSURED MUST: I . IMMEDIATELY RECORD THE SPECIFICS OF THE CLAIM OR "SUIT" AND THE DATE RECEIVED: AND II .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 . C) THE ADDITIONAL INSURED MUST IMMEDIATELY SEND US COPIES OF ALL LEGAL PAPERS RECEIVED IN CONNECTION WITH THE CLAIM OR "SUIT", COOPERATE WITH US IN THE INVESTIGATION DR SETTLEMENT OF THE CLAIM OR DEFENSE AGAINST THE "SUIT",AND OTHERWISE COMPLY WITH ALL POLICY CONDITIONS . CG T8 08 Page 2 004174 COMMERCIAL GENERAL LIABILITY POLICY NUMBER: DT-C0-6934C377-PHX-11 GENERAL PURPOSE ENDORSEMENT D) THE ADDITIONAL INSURED MUST TENDER THE DEFENSE AND INDEMNITY OF ANY CLAIM OR "SUIT" TO ANY PROVIDER OF "OTHER INSURANCE' WHICH WOULD COVER THE ADDITIONAL INSURED FOR A LOSS WE COVER UNDER THIS ENDORSEMENT. HOWEVER, THIS CONDITION DOES NOT AFFECT WHETHER THE INSURANCE PROVIDED TO THE ADDITIONAL INSURED BY THIS ENDORSEMENT IS PRIMARY TO "OTHER INSURANCE" AVAILABLE TO THE ADDITIONAL INSURED WHICH COVERS THAT PERSON DR ORGANIZATION AS A NAMED INSURED AS DESCRIBED IN PARAGRAPH 3. ABOVE. 5. THE FOLLOWING DEFINITION IS ADDED TO SECTION V. - DEFINITIONS: "WRITTEN CONTRACT REQUIRING INSURANCE" MEANS THAT PART OF ANY WRITTEN CONTRACT OR AGREEMENT UNDER WHICH YOU ARE REQUIRED TO INCLUDE A PERSON OR ORGANIZATION AS AN ADDITIONAL INSURED ON THIS COVERAGE PART, PROVIDED THAT THE "BODILY INJURY" AND "PROPERTY DAMAGE" OCCURS AND THE "PERSONAL INJURY" IS CAUSED BY AN OFFENSE COMMITTED: A. AFTER THE EXECUTION OF THE CONTRACT OR AGREEMENT BY YOU; B. WHILE THAT PART OF THE CONTRACT OR AGREEMENT IS IN EFFECT; AND C. BEFORE THE END OF THE POLICY PERIOD. CG Tg 08 Page 3