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Home My WebLink AboutStrand Associates/Sawyer CreekCITY 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 Please find: � Attached ❑ Date: June 18, 2015 Sub'ect: Executed Agreement Sawyer Creek Post-Construction Modelin and Ma in Services Under Separate Cover ❑ Copy of Letter � Contracts ❑ Amendment ❑ Report ❑ Agenda ❑ Meeting Notes ❑ Photos ❑ Mylars ❑ Change Order ❑ Plans ❑ Specifications ❑ Estimates ❑ Diskette ❑ Zip Disk ❑ Other These are being transmitted as indicated below: ❑ For Approval � For Your Use ❑ As Requested Remarks: ❑ For Review & Comment Enclosed is a copy of the executed agreement for the Sawyer Creek post-construction modeling and mapping 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 Clerk's Office — Original cc: _ File—Original Signed: C\Engineenng\Trary TaylorlJames' Agreaments\Strand LOT-Exewtatl ABraemenl-Savryer Crk Pos4Const Madel & Map_6-18-0S.tlocn AGREEMENT THIS AGREEMENT, made on the �� day of ��,�,t'� , 2015, by and between the CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and STRAND ASSOCIATES, INC., 910 West Wingra Drive, Madison, WI 53715, 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 SAWYER CREEK POST-CONSTRUCTION MODELING AND MAPPING 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: Matthew A. Yentz, P.E. — Senior Associate 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 Services. 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 remain the property of the CITY. I1Engirreenng\Tracy TaylorVames Agreemen�s\SVand AgreemenbSawyer Crk Pos4COnst MotlelB Map_5-20.75.docn Page 1 of 5 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 consuitants 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. 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 CONSULTANT reasonably relied upon and that are incorporated into the record drawings. ARTICLE VI. 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 VII. TIME OF COMPLETION The work to be performed under this Agreement shall be commenced and the work completed by December31, 2015. 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 VIII. 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 Services dated May 18, 2015 and attached hereto 19EngineenngRracy TaNauames' Agreements�Sirantl Agreemen4Sawyar Crk Post-COnst Mode18 Map_5-20.15.tlocx Page 2 of 5 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 numericaliy except as may be otherwise specifically stated. ARTICLE IX. 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(s) 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. ARTICLE X. HOLD HARMLESS The CONSULTANT covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims, and demands which may be to the proportionate extent caused by or result from the intentional or negligent acts of the CONSULTANT, his/her agents or assigns, his/her employees, or his/her subcontractors related however remotely to the performance of this Agreement or be caused or result from any violation of any law or administrative regulation, and shall indemnify or refund to the CITY all sums including court costs, attorney fees, and punitive damages which the CITY may be obliged or adjudged to pay on any such claims or demands within thirty (30) days of the date of 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. I�.\Engineene�g�Tary TaylaVames' Agreemmts\SVantl AgreementSawyer Crk PosFCOnst Motlel 8 Map_5-20-15 dou Page 3 of 5 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 reuse 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 XI. INSURANCE The CONSULTANT agrees to abide by the attached City of Oshkosh Insurance Requirements. ARTICLE XII. TERMINATION A. For Cause. If the CONSULTANT shall fail to fulfili 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 compieted. 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 ail terms and conditions of the Agreement and any alteration thereto shall be invalid uniess made in writing, signed by both parties and incorporated as an amendment to this Agreement. ARTICLE XIII. 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. ARTICLE XIV. 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. C\Engirieenrg\Trary TaylaVames' Agreemen�s\Strentl AgreemenbSawyer CM Pos4COnst MotlelB Map_5-20.15.tlocu Page 4 of 5 ARTICLE XV. 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: � I �'� 1 �i (l�l. � /r�/ �4 , (Seal of Consultant if a Corporation) CONSULTANT � � �... / � � � � .�� o . e �,o��+ (Speci Title) S-��r- (Specify Title) CITY OF OSHKOSH By: -��--�,�/`��C (Witness) Mark A. Rohloff, City Manager , � � � � ��' � (Witness) APP OVED: � 1 � � � i%- �� A orney �� And: i �� %l�, � � i1 � � Pamela R. Ubrig, City Clerk I hereby certify that the necessary provisions have been made to pay the liability which which will accrue under this Agreement. �i�.��1"�.L'� �`'� City Comptroller 1:1Engineenng\Tracy TaylaNames' AgreemenlslSirantl AgreemenP$awyer Crk Po54COns� Motlel 8 Map_5-20.15 tloa Page 5 of 5 �',�r �tg .�;� i ��: a tt � ". Y � rfi' ' •- -. i. . . �� • May 18, 2015 Mr. James RaUe, P.E., CPESC Ciry of Oshkosh PO Box 1130 Oshkosh, WI 53903-1130 Strand Associates, hic.° �J10 West Wingm Ddve � ---_- _ Matlison, WI53775 RECEIVED i�l �°8'2''1-�s�3 iPj G08-251 •8655 MAY 19 2015 pOSI[KG�ti�iltWiS <)NSIN� Re: Sawyer Creek Post Coustruction Modeling and Mapping Dear 7ames, Below are the Scope of Services and associated fees we discussed tt�at �vill be incorporated into tl�e City of Oshkash Standard Professional Services Agreement. Scope of Services 1. Create the models and mapping to determine the flood plain area in acres under the follo�ving conditions: a. C�rrent Federal Emergeucy Management Ageney (FEMA) Regulatory Model b. Updated model with revised hydrology (Hufi' rainfall distribution) and hydrautics (lmown physical changes without James Road Area Detention Basins (JRADB), Westfieid Strcct Bridge, and Sa�vyer Creek Channel Improvements) c. Updated model with revised hydrology (FIuff rainfall distriburion) and hydraulics (known pliysical changes witl� JRADB, Westfield Street Bridge, and Sa�vyer Creek Channel Improvements) d. Updated model with revised hydrology (Wisconsin Department of Natural Resources [WDNR] rainfail distribution) and hydraulics (known physical changes without JRADB, Westfield Street Bridge, and Sn�ryer Creek Channel Improvements) e. Updated model with revised hydrology (WDNR rainfall distribution) and hydraulics (known physical cl�anges with 7ItADB, Westfield Street Bridge, and Sawyer Creek Cl�annel Improvements) f. Updated model with revised hydrology (WDNR raiufall distribution) and hydraulics (known physical changes with JRADB, Westfield Street Bridge, and Sawyer Creek Channel Improvements) wit�out rural detention. g. Updated mode] �vith revised hydrology (WDNR rainf'all distribution) and hydraulics (luiorvn plrysica! changes �vith JRADB, Westfield Street Bridge, and Sawyer Creck Cl�annet Improvements) witl�out rural detention, without channa( detention (modified Pols rottting). Models b. tl�rough e, incorporate rural detention and channel detention using modified Pols routing. Approximate fee: $20,000 AfAY:ref.VlUf AD1DO<unxnts4lgramenb}p�Oahl:�ly City ot(Wp�3awysrCmck Pasl C7islmrfodcling& i.lapping101Si38t.068.ProposaLdocz Ariza� i Illinois 1 Indinna I I<enlucky 1 Ohio I Texns I Wisconsin www.strand.cont Strand Associates, Inc" Mc Jemes Rabe, P.E., CPESC City of Oshkosh Page 2 May 18, 2015 2. Prepare flood storage district maps for City to submit Yo the County for approval, based on one of U�e conditions listed above. Approxiinata fee: $7,500 3. Attend the Winnebago County Public Hearing and up to one other County level meeting for the npproval of the flood storage district maps. Approximate fee; $2,500 4. Prepare submittal ro FEMA and WDNR for the Physical Map Revis'ion of the three-map panels affected by tlie City stonnwater mauagement improvements in the Sawyer Creek watershed. Approximate fee: $22,500 5. Co�mnunicate with FEMA and WDNR during their respective reviews of the Physical Map Revision submittal. Approximate fee: �7,500 The total fee is not to exeeed $60,000 without prior written authorization. Sincerely, STRAND ASSOCIATES, INC.� /" � ��/(/� �!� Matthew A. Yent , P.E. / �1AY:ro(1R:UfADlDOCmnenbUgamemdOlOshkosh, Ciry of(WI)LSaw�crGeek Pos1 QW m Afodeling & t�fapping.I01511362.068.Proposil.docx www.strand,coi�i Fee Schedule Principal Engineer Senior Project Manager Project Managers Project Engineers and Scientists Engineering Technicians and Draftspersons Office Production ' Updated annually on July 1 RECEiVED _� JUN -12015 Hourly Billing Rate�EPT OF PUBLIC WORKS SHKOSH, WISCONSIN $224 to $402 $163 to $208 $ 94 to $162 $ 77 to $ 94 $ 45 to $117 $ 78 Average R'.\MAD\DOCUmentsWgreemenisl0\OShkosh, City of (WI)\Sawyer Creek Post Cnstm Modeling 8 Mapping.2015Wgr\1382.O68.Fee Schedule.tlocx � STRAASS-01 SSIMONEAU '`��OR° CERTIFICATE OF LIABILITY INSURANCE oAj6/9I201� THIS CER7IFICATE 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 BYTHEPOLICIES � BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(5), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDI710NAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may �equire an endorsement. A statement on this certificate tloes not confer rights to the ceRificate holder in lieu of such endorsement(sl. PRODUCER Ansay & Associates, LLC. MSN 702 N Hig h Point Road Suite 201 Madison, WI 53717 INSURED Strand Associates, Inc. Shawn Cannon 910 W Wingre Drive Madison, WI 53715 - _ _-- RECEIVED OSHIjOS`��L'�C ��'QRKS INSURERD: ��SIN INSURERE: [�Li CNA Insurance 831-4777 NAIL � COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSUR4NCE LISTEO BELOW HAVE BEEN ISSUEO TO THE WSURED NAMED A80VE FOR THE POLICY PERIOD INDICATED. NOiYVITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTR4CT OR OTHER DOCl1MENT WITH RESPECTTO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSUR4NCE AFFORDED BY THE POLICIES DESCRIBED HEREINISSUBJECTTOALLTHETERMS, EXCLUSIONS ANO CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MP.V HAVE BEEN REDUCED BV PAID CL41M5. INSR 1ypEOPINSURANCE UBR POIICYEFF POLICYE%P ��MRS LTR IN50 wv� POLICYNIIMBER MMIDWYYVY MMND A X GOMMERLIAL GENERAL LIABILITY EACH OCCURftENCE f �,OOO,OOO CLAIMS-MA�E � OCC�R X 5099170076 �i��ii2�i5 O1I01/2016 pREMI5E5 Eaoccurtance E �� X XCUCov.lncl. meoeXa(n�yo�aoarsoo� S 5,000 �X BIkt.Contrectual PERSONALdADViNJURV S 1,000,000 GEN'LAGGREGATELIMITAPPLIESPFR: ' GENEftALAGGREGATE f Z,OOO�OOO POLICV � jE�a � LOC PRODUCTS�COMP/OPAGG 5 i�OOO�OOO OTHER: S AUTOMOBILELIABILITY COMBINEDSINGLELIMIT S i�OOO�OOO Ea accident A X ANVAUTO X 5099170062 �i�Di/2015 07/01/20i6 BODILYINJURY(Perpersan) S ALLOWNED SCHE�UIED BODILYINJURV(Pereccident) E AUTOS At1T05 X ' X NON-OWNEO PROPERTV DAMAGE _ HIRE�AUTOS AUTOS PeracciGent 5 X UMBRELLA LIAB X OCCUR EACH OCCURRENCE E S�OOOrOOO A E%GESSLIAB CLA�MS-MA�E X 5099170059 �i��i�2�i5 �i�Di�20i6 pGGREGATE S $i0�Di0�� DED X RETENTIONS �O�OOO I S WORKERS COMPENSATION �( AND EMPLOYERS' LIABILITY STAME ER A ANYPROPRIETOWPARTNERIEXEC(ITIVE Y��N�A WC595126844 01/�1/2075 01/01/2016 E.L.EACHACCIDENT S �,��,�Q� OFFICE0./MEMBE0. EXCLUOED4 (MantlatorylnNH) E.L.OISEASE-EAEMPLOYE $ i�OOO�OOO If yes, tlescnbe under DESCRIPTIONOFOPERATIONSbelow E.L.DISEASE-POLICVLIMIT $ ��OOO�OOO p Prof & Pollution AEH773974097 � 0711112014 07/11/2015 Full prior acts 2,000,000 p Llability AEH713974097 07I11/2014 07/11/2075 Aggregate 2,000,000 DESLRIPTION OF OPERATIONSILOLATIONS I VENICLES (ACORD 1U1, Atltlitional R<marka SeM1atlule, may be atlacM1etl if more apace ia raquiretl) PROJECT: Sawyer Creek PosbLonstruction Modeling and Mapping Services Ciry of Oshkosh, and its officers, council members, agents, employees and authorized volunteers are named as additional insured on a primary antl non-contribu[ory basis as per written agreement See attached G140331C Thirty (30) days prior written notice of cancellalion or non-renewal will be given to the Certificate Holder. I:G]U7�:7 City of Oshkosh 215 Church Avenue PO Box 1130 Oshkosh, WI 54903-1130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE TME EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICV PROVISIONS. AVTHORIZEO REPRESENTATIVE �C�� OO 1986-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD G140331C 1010 1 Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULIY. BLANKET ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - WITH PRODUCTS-COMPLETED OPERATIONS COVERAGE Thfs endorsement modifies insurance provided under the foliowing: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE(OPTIONAL) (AS required by "written contracP' per Paragraph A. below.) .r (As per the "written contract," provided the location is within the "coverage territory" of this Coverage Part) �.. A. Section II - Who Is An Insured is amended to include as en addkional insured: 1, Any person or organization whom you are required by "written contract" to edd as an additional insured on this Coverage Part; and 2. The particular pereon or organrzetion, if any, scheduled a6ove. B. The insurance provided to the additional insured fs limited as follows: 1. The person or or8anization Is an additional insured anly with respect m lia6ility for "bodily injury," "property damage;' or "personal and advertiaing injury" caused in whole or In part by: a Your acts or omisslons; or b. The acts or omissions of those acting on your behalf In ihe pertormance of your ongoing operafions specifiad in the "written contracY'; or c. "Your work" that is specified in the "wrltten contract" but only for "bodily injury" or "property damage" included in the "products-completed operations hazard," end only if: (1) The "written cont2cY' requires you ro provide the edditionai insured such coverage; and (2) This Coverage Part provides such coverage. 2. We will not provide the addftionai Insured any broader coverage or any higher limit of insurence than the least that is: a. Required by tha "written contracP'; b. Describedin B.1.above;or c. Afforded ta you under this policy. 3. This insurance is excess of all other insurence available to the additional insured whether on e primary, excoss, contingent or any other basis. But if required by the "written contract," this insurence will be primary and non-contributory reletive to insurence on which the additionai insured is a Named Insured. 4. The insurence provided to the additional insured does not apply to "bodiiy injury," "property damage;' or "parsonal and advertising injury arfsing out of.• a. The rendering of, or the tailure to render, any professfonai archifecturel, engineering, or surveying services, Incfuding: (1) The preparing, app�oving, or falling to prepere or approve maps, shop drawings, opinions, reports, surveys, fietd orders, change orders or drawings and specifloattons; end (2) Supervisory, inspection, architectural or engineering activities; or b. Any premises or work for which the additionai insured Is specifically listed as an additionaf insured on another endorsement attached to this Coverage Part. C. SECTION IV — COMMERCIAL GENERAL LIABILITY CONbITIOM3 Is amended as follows: 1. The Dutias in The Event ot Occurrenca, Of}ense, Ciaim or 8utt condiNon is amended to add the foliowing addltlonal conditions appliceble to the additional (nsured: An additionai insured under this endorsement will as soon as practirable: (1) Give us writtan noGce of an "occurrence" or an offense which may result in a claim ar "sufY' under this insurance, and of any claim or "suit" that does result; ' (2) Except as provided In Paragraph 8.3 ot this endorsemen; agree to make avei{able any other insurance the additbnal insured has for a loss we cover under this Coverege Pert; (S) Send us copias of ail legaf papers received, and otherwise cooperate with ua in the investigation, defense, or settlement of the cleim or "suiY'; end (4) Tender the defense and indemnity of any elaim or "suit" to any other insurer or self insurer whose policy or program applfes to a loss we cover under this Coverape Part. But if the "wrilten contracC' raquires this insurence to be primary and non•contributory, this provislon (4) does not apply to insurance on whlch the additional insured is a Named Insured. We have no duty to defend or indemniTy an additional insured under this endorsement until we receive from the additional insured wdtten noGce of a daim or "suit " 2. With respect only to the insurance provided by this endorsement, the first sentence of Paragraph 4.a. of the Other Insurance Condition is deleted and repiaced wifh the foMowfng: 4. Othar Ineurance a. P�imary Insurence Thfs insutence is primary and non-corrtributory except when rendered excess by endorsement G- 140331-C, or when Paragreph b. below applies. D. Oniy for the purpose of the insurance provided by this endorsement, SECTION V— DEFINITIONS is amended to add the following defini�ion: "lNritten contracf' means a wrlUen contract or written agreement that requires you io make a person or organfzation an additionai insured on this Coverage Part, providad the Contrect or agreement: 1. Is curcenUy in effect or becomes effective during the term of thia policy; and 2. Was executed prior to: a. The "bodily injury" or "property damege"; or b T'he offense that ceused the "pefsonal and advertising injury" for which the addftiona{ insured seeks coverege under thia Coverage Part