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HomeMy WebLinkAboutBrown and Caldwell 11/11/2014 CITY OF OSHKOSH DEPARTMENT OF PUBLIC WORKS 215 CHURCH AVENUE, P.O. BOX 1130, OSHKOSH, WI 54903-1130 PHONE: (920) 236-5065 FAX(920)236-5068 LETTER OF TRANSMITTAL To: Mr. Jim Bachhuber Date: November 11, 2014 Brown and Caldwell Sub'ect: Executed Agreement 8383 Greenway Boulevard 2015 General Storm Water Suite 600 Mana ement Services Middleton, WI 53562 Please find: � Attached ❑ Under Separate Cover ❑ Copy of Letter � Contracts ❑ Amendment ❑ Report ❑ Agenda ❑ Meeting Notes ❑ Photos ❑ Mylars ❑ Change Order ❑ Plans ❑ Specifications ❑ Estimates ❑ Diskette ❑ Zip Disk ❑ Other Quantit Description 1 Executed A reement These are being transmitted as indicated below: ❑ For Approval � For Your Use ❑ As Requested ❑ For Review& Comment Remarks: Enclosed is a copy of the executed agreement for the 2015 general storm water management services. A City of Oshkosh Purchase Order will follow shortly. Please reference this Purchase Order number on all of your invoices. If you have any questions, please contact us. City Attorney's Office—Copy City Clerk's Office —Originai cc: _ File — Original Signed: Trac L. aylor I:1EngineeringlTrecy Taylor\James'Agreementsl8rown 8 CaldwelllB&C LOT-Executed 2015 Gen SW Mgmt Serv Agreemnt_11-11-14.docx A GREEMENT THIS AGREEMENT, made on the ��day of E%�'n-�-� , 2014, by and between the CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and BROWN AND CALDWELL, 8383 Greenway Boulevard, Suite 600, Middleton, WI 53562, party of the second part, hereinafter referred to as the CONSULTANT, WITNESSETH: That the CITY and the CONSULTANT, for the consideration hereinafter named, enter into the following AGREEMENT for 2015 GENERAL STORM WATER MANAGEMENT SERVICES. ARTICLE I. PROJECT MANAGER A. Assignment of Project Manager. The CONSULTANT shall assign the following individual to manage the PROJECT described in this AGREEMENT: Jim Bachhuber— Midwest Area Stormwater Practice Leader 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: James Rabe, P.E., CPESC— Civil Engineering Supervisor ARTICLE III. SCOPE OF WORK The CONSULTANT shall provide the services described in the CONSULTANT's Scope of Work and Budget. 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. 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. I:\Engineering\Tracy Taylor\James'Agreements\B&C 2015 Gen SW Mgmt Serv Agreemnt_10-27-14.docx Page 1 of 5 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 that the CONSULTANT makes no warranty that 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 that the CONSULTANT reasonably relied upon and that 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. 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 CITY will maintain property insurance on all pre-existing physical facilities associated in any way with the PROJECT. 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, 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 Work and Budget. I\Engineering\Tracy TaylorUames'Agreements\B8C 2015 Gen SW Mgmt Serv Agreemnt_10-27-14.docx Page 2 of 5 The CONSULTANT shall perform the services under this AGREEMENT with reasonable diligence and expediency consistent with sound professional practices. The CITY agrees that 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. 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: 1. This Instrument 2. CONSULTANT's Scope of Work and Budget dated October 27, 2014 and attached hereto In the event that 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 $24,998 (Twenty Four Thousand Nine Hundred Ninety Eight Dollars). • Attached fee schedules 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 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 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. I:\EngineeringlTracy TaylorlJames'Agreements\B&C 2015 Gen SW Mgmt Serv Agreemnt_10-27-14.docx Page 3 of 5 ARTICLE XII. 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, his/her agents or assigns, his/her employees, or his/her 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 to 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 XIII. INSURANCE The CONSULTANT agrees to abide by the attached City of Oshkosh Insurance Requirements. ARTICLE XIV. 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. B. For Convenience. The CITY may terminate this AGREEMENT at any time by giving written notice to the CONSULTANT no later than 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 XV. 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. CITY agrees to indemnify CONSULTANT and CONSULTANT's officers, employees, subcontractors, and affiliated corporations from all claims, damages, losses, and costs, including, but not limited to, litigation expenses and attorney's fees arising out of or related to the unauthorized re-use, change, or alteration of these project documents. I:\Engineering\Tracy TaylorWames'AgreementslB&C 2015 Gen SW Mgmt ServAgreemnt_10-27-14.docx Page 4 of 5 ARTICLE XVI. SUSPENSION, DELAY, OR INTERRUPTION OF WORK CITY may suspend, delay, or interrupt the services of CONSULTANT for the convenience of CITY. In such event, CONSULTANT's contract price and schedule shall be equitably adjusted. ARTIC�E XVII. NO THIRD-PARTY BENEFICIARIES This AGREEMENT gives no rights or benefits to anyone other than CITY and CONSULTANT and has no third-party beneficiaries. In the Presence of: CONSULTANT �.����� �a�-' By: �,[� � ���E (Seal of Consultant (Specify Title) if a Corporation.) By: (Specify Title) CITY OF OSHKOSH By: /%--- (���i. (Witness) Ma c A. Rohloff, City Managqr � J , �� � , And: ` � � �!� ����'�, (Witness) Pamela R. Ubrig, City Cler APPROVED: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this AGREEMENT. ity At ���L�A—� /n A�!,�I � City Comptroller I:1EngineeringlTracy TaylorWames'Agreements\B&C 2015 Gen SW Mgmt Serv Agreemnt_10-27-14.docx Page 5 of 5 Exhibit A: City of Oshkosh General Stormwater Services for 2015 Agreement Scope of Work and Budget October 27, 2014 1im Bachhuber with support from other Brown and Caldwell staff will continue supporting the City of Oshkosh with ongoing needs for the stormwater management program in 2015. The work will take place between January 1, and December 31, 2015. The following services will be provided under this agreement at the city's request: Scope of Work Task 1: 2015 Stormwater Utility Committee Assistance 1) Assist city staff with preparing materials for monthly(12)Stormwater Utility Committee meetings relevant to stormwater management needs of the city. 2) Attend Stormwater Utility Committee meetings (12)to present material, respond to questions, and facilitate discussion at the city's request. 3) Prepare draft Committee meeting summary minutes and send to city staff for review and finalization. 4) Jim Bachhuber will attend the meetings, unless he is unavailable and another qualified Brown and Caldwell staff person will attend in his place. Task 2: Stormwater Utility 2015 Rate Review and Update 1) Document Stormwater Program Costs: Using existing information provided by the city (including but not limited to: budgets, CIP projections, and the cost estimates from past projects)the stormwater program costs will be compiled. 2) The result of this task will be a detailed updated spreadsheet(as used in previous analyses)with an itemized listing of stormwater program tasks and budgets. The program budget will be projected for five years based upon the results of Task 2.1, and in keeping with the level of detail conducted in previous year�. 3) Obtain the Latest Update on Stormwater Utility ERU Numbers.The City will provide Brown and Caldwell with the latest summary of total ERU values for the utility. The ERU values should be categorized by customer type by the city. The ERU values will be used to analyze utility rates using the formulas currently in place with the City. Task 3: General Assistance Assist city staff with other stormwater related issues including: compliance with the Stormwater Permit; stormwater pollution management assessments, potential TMDL issues,and other related topics at the city's discretion. Assumptions The budget for the above described tasks are based on the following assumptions 1. For Task 1 is it assumed that Jim Bachhuber will prepare for,and attend twelve �12) meetings. Assistance in preparing and/or attending the meeting if requested will be provided by Mike Wegner and Caroline Burger. 2. Brown and Caldwell will prepare meeting summaries of each Stormwater Utility Committee meeting for review and finalization by City staff. i Oshkosh 2015 Services Scope v2.docx 10/28/14 Exhibit A: City of Oshkosh General Stormwater Services for 2015 Agreement Scope of Work and Budget October 27, 2014 3. The City will make available files, records,and other information necessary for BC to conduct the scope of work at no cost to the project. 4. For Task 2, up to two (2) additional meetings have been budgeted. 5. For Task 3 a total of 54 hours was budgeted. BC will only perform work under this task as directed by the City of Oshkosh and will keep the City informed on the status of budget for this task. 6. The work described in this document will take place between January 1, 2015—December 31, 2015. 7. Brown and Caldwell will provide the City with an amendment to the Agreement before performing additional services not stated in this Scope of Work and Budget Bud�et This work is conducted on a time and material, not to exceed basis per the Agreement's terms and conditions. Brown and Caldwell assumes that no material costs will be incurred on this project. Therefore,the budget is based on the following task breakdown,which includes time only: Task Hours Budget 1. SW Utility Meeting 70 $11,771 2. SW Utility 2015 Update 48 $6,475 3. General Assistance 54 $6,752 Total 172 24,998 z Oshkosh 2015 Services Scope v2.docx 10/28/14 Brown and Caldwell Schedule of Hourly Billing Rate - 2015 .� . - - - - - Office/SupportServicesl $60-$65 DrafterTrainee Field ServiceTechnician I Word Processor 1 $62-$67 Office/Support Services II Assistant Drafter Field ServiceTechnician II Word Processor il $63-$68 Office/Support Services III Drafter Accountantl EngineeringAide Field ServiceTechnician III Word Processor Iil $65 Inspection Aide Office/Support Services IV Engineer I Geologist/Hydrogeoiogist I Senior Drafter Accountant II Senior Iilustrator Scientist I Word Processor IV $84�89 Inspector I Senior Fieid Service Technician Engineer 11 Accountant III Inspector II Geologist/Hydrogeologist II Area Business Operation Mgr �gg_�119 Lead Drafter Scientist II Technical Writer Lead Illustrator Word Processing Supervisor Engineer III Inspectorlll Geologist/Hydrogeologistlil AccountantlV Senior Designer $105-$139 Supervising Drafter Scientistlli AdministrativeManager Supervising Illustrator Senior Engineer Principal Designer SeniorGeologist/Hydrogeologist SeniorTechnical Writer $130-$149 SeniorConstruction Engineer SeniorScientist Senior Engineer Principal Engineer Principal Geologist/Hydrogeologist Principai Construction Engineer principal Scientist Corp.ContractAdministrator $150-$168 Supervising Designer Supervising Engineer Supervising Scientist • SupervisingConstr. Engineer SupervisingGeologist/ AssistantController $168-$189 Supervising Engineer Supervising Hydrogeologist Managing Engineer Managing Geologist/Hydrogeologist qrea Bus Ops Mgr IV $190-$212 Managing Scientist Chief Engineer Chief Scientist Executive Engineer Chief Geologist/Hydrogeologist Corp Marketing Comm.Mgr. $200-$225 Vice President The rates provided in thistable applyfrom January 1-December 31,2015. DATE(MMlDD/YYYI� A�!e°� CERTIFICATE OF LIABILITY INSURANCE s/31/2015 10/28/2014 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 requlre an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies corrracr 444 W.47th Street,Suite 900 PHONE FAX N NC No: Kansas City MO 64112-1906 E-MAIL (816)960-9000 ADDRESS: INSURER 3 AFFORDING COVERAGE NAIClf iNSUReR a:Hartford Fire Insurance Com an 19682 INSURED BROWN AND CALDWELL INSURER B: 1310104 AND I.I.S WHOLLY OWNED SUBSIDIARIES iNSUReR c:St.Paul F'ue and Marine Insurance Com an 24767 AND AFFII-IATES INSURER D:LIO ds of London 201 NORTH CMC DRNE,SUTTE I IS INSURER E: WALNUT CREEK CA 94596 INSURER F: COVERAGES * CERTIFICATE NUMBER: 13177147 REVISION NUMBER: ���XX��XX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TypE OF INSURANCE ADD SUBR ppLICY NUMBER MMIDD/YYY MA�AILDD� LIMITS LTR A X �MMERCIAL GENERAL LIABILITY y N 37CSEQU1172 5/31/2014 5/31/2015 CLAIMS-MADE �OCCUR PREM SES(Ea occur ence) $ 2,OOO OOO MED EXP An one erson PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY � jE� �LOC PRODUCTS-COMP/OP AGG OTHER: $ p AUTOMOBILE LIABILITY y N 37CSEQU1173 5/31/2014 5/31/2015 �Ea accident) $ X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY Per accident X AUTOS X NON-OWNED PROPERTY DAMAGE $ XXXXXX)� HIRED AUTOS AUTOS $ ���XX C X UMBRELLA LIAB X OCCUR Y N ZUP-1OR71075-14-NF 5/31/2014 5/31/2015 EACH OCCURRENCE S 2,OOO OOO EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION - B AND EMPLOYERS'LIABILITY N 3�WNQU1170 S/31/2014 5/31/2015 X STATUTE ER A Y�N 37WBR U1171 5/31/2014 5/31/2015 OFFICER/MEM ER EXCLUDED?ECUTIVE � N�A Q E.L.EACH ACCIDENT $ 1 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1 OOO OOO It yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ D PROFESSIONAL N N LDUSA1400482 5/31/2014 5/31/2015 $1,000,000 PER CLAIM& LIABILITY AGGREGATE DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:GENERAL STORMWATER SERVICES FOR 2015,BC SID:57251. CITY OF OSHKOSH,AND TTS OFFICERS,COUNCII.MEMBERS,AGENTS,EMPLOYEES AND AUTHORIZED VOLLTNTEERS ARE ADDTI'IONAL INSURED ON A PRIMARY AND NON-CONTRIBUTORY BASIS ON GENERAL,AUTO AND EXCESS/UMBRELLA LIABII,ITY COVERAGE,WIIERE REQUII2ED BY WRITI'EN CONTRACT AND SUBJECT TO THE TERMS AND CONDTTIONS OF THE POLICY. TTIIRTY DAYS NOTICE OF CANCELLATION BY THE INSURER WII.L BE PROVIDED TO TF�CERTIFICATE HOLDER WI"I'H RESPECT TO 1'HE GENERAL,AUTO,PROFESSIONAL LIABILITY AND WORKERS COMPENSATION POLICIES CERTIFICATE HOLDER CANCELLATION See Attachments 13177147 OSH-iH SHOUI.D ANY OF THE ABOVE DESCRIBED POUCIES BE CANCELLED BEFORE CTTY OF OSHKOSH 7He EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ATTN:JAMES RABE ACCORDANCE WITH THE POLICY PROVISIONS. 215 CHURCH AVE. OSHKOSH WI 54903 AUTHpR12ED REPRESENTATJ�E i ,s',�--�,.�, � ,�'�n�.�%� OO 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Policy Number: 37CSEQU1172 Policy Term: 5/31/2014 to 5/31/2015 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 Name of Additional Insured Person(s)or Designated Project(s)or Location(s) of Or anization s : Covered O erations: ALL ALL Information re uired to com lete this Schedule, if not shown above, will be shown in the Declarations. 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: (1) 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 (2) This Coverage Part provides coverage for"bodily injury" or"property damage" included within the "products-completed operations hazard". 2. 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. B. The insurance afforded to these additional insureds applies only if the"bodily injury"or"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. Attachment Code:D465358 Certificate ID: 13177147 C. 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. D. 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. E. 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: a. How, when and where the "occurrence"or offense took place; b. The names and addresses of any injured persons and witnesses; and C. 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"suiY'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"suiY' 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 "suiY; 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. 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"suiY'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"suiY'to the other insurer for defense and indemnity. Attachment Code:D465358 Certificate ID: 13177147 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. F. 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 1. 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. b. 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: a. Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for"your work"; b. 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; C. 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; d. 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; e. 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 f. When You Are Added As An Additional Insured To Other Insurance Attachment Code:D465358 Certificate ID: 13177147 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: 8. 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: 13177147 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Carrier: HartFord Fire Insurance Company Policy Number: 37CSEQU1173 Policy Term: 5/31/2014 to 5/31/2015 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Any person or organization whom you are required by contract to name as additional insured is an "insured" for LIABILITY COVERAGE but only to the extent that person or organization qualifies as an "insured" under the WHO IS AN INSURED provision of Section II - LIABILITY COVERAGE. SCHEDULE Attachment Code:D465338 Certificate ID: 13177147