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HomeMy WebLinkAboutBrown and Caldwell/ Storm Water Management ServicesAGREEMENT THIS AGREEMENT, made on the �day of �, 2015, by and belween 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 consideretion hereinafter named, enter into the following AGREEMENT for 2016 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 — Director of Public Works ARTICLE III. SCOPE OF WORK The CONSULTANT shall provide the services described in the CONSULTANT's Scope of Work and Budget GTY 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 perfortned. CONSULTANT will re-pertorm any services not meeting this standard without additional compensation. c��qire�i�rreq r.�w.ire. na.�m.m+�ero-.m a caia«emeac zws ca� swrnami sar Page i of 5 apr�mm ii-i�-isao�. ,--� 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 pertormance by operating personnel or third parties; and other economic and operetional factors that may materially affect the ultimate project cost or schedule. Therefore, it is understood behveen the parties ihat 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 incorporeted 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 peAormed 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.�e�emwn�e�Tr�a T+Nwama: aareamam.�erow� a cmwren�eac zms c�� sw nkm� sary Page 2 of 5 rwr..m�� n-n-is.eoa The CONSULTANT shall perform the services untler this AGREEMENT with reasonable diligence and expediency consistent with sound professional practices. The CITY agrees that the CONSULTANT is not responsible for damages arising diredly 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 ariached, as if hereto attached: 1. This Instrument 2. CONSULTANT's Scope o( Work and Budget dated November 16, 2015 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 hereaker mutually agreed upon in writing by the parties hereto: Time and Materials Not to Exceed $30,905 (Thirty Thousand Nine Hundred Five 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 statemenL 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 amentlment 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 t0% 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 ezpense(s) not including documentation. i��vi�.ai�Nr��� *ay�«ua�rres npree���:�ero..� a c.imreinesc sois c� sw mem� ser� Page 3 of 5 /wream�� >>.��-�saorY _..__._-__. ___._. .. ,... ___.__._,.__.��.._�' ARTICLE XII. HOLD HARMLESS The CONSULTANT covenants and agrees to proted and hold the City of Oshkosh harmless against all actions, claims, and demands to the proportionate e�ctent 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 GTY'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 (induding 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. ARTICLEXIV. 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 lerminate 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 paragreph, 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, specifcations, 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 affliated corporations from all claims, damages, losses, and cosls, including, but not limited to, litigation expenses and attorneys fees arising out of or related to the unauthorized re-use, change, or alteration of these projed documents. qv�i�re�rixv e�iwema: ner�mam.�eaw� e c.uwu�aac xois ce� sw mam� seN Page 4 of 5 ARTICLE XVI. SUSPENSION DELAY OR INTERRUPTION OF WORK CITV may suspend, delay, or interrupt lhe services of CONSULTANT for the convenience of CITY. In such event, CONSULTANT's contract price and schedule shall be equitably adjusted. ARTICLE XVII. NO THIRD-PARTY BENEFICIARIES This AGREEMENT gives no rights or benefits to anyone other lhan CITY and CONSULTANT and has no third-party beneficiaries. In the Presence of: . -t(X'lGrL� eal of Consultant if a Corporation) � / ', �� l � the55> � % �i , � r�r �L r !'� '.1:, 4/' // ( itness) � ° CONSULTANT By: �� � .�.,.,,,� v� r.�,� (Speciry TRIe) By: (Specify Title) CITY OF OSHKOSH BY .� ,��?� Mdr_A. Rohloff, City Manag r And .�\ 11'_' �� i � ���� �� Pamela R. Ubrig, City Clerk APPROVED: I hereby certify that the necessary provisions have been made to pay the liabiliry which will accrue under this AGREEMENT. f i t or iey ����n ti,^r-, City Complrol e'� i�E�eirA.m�rre�y r.NoNwre.. nqre.��:�aro.� n caiw,eu�enc mis c�� sw rns� s.N Page 5 of 5 ne2�.x_i�.ii-isao�. Exhibit A: Ciry of Oshkosh General Stormwater Services for 2016 Agreement Scope of Work and Budget November 16, 2015 Jim Bachhuber with support from other Brown and Caldwell staff will wn[inue supporting the City of Oshkosh with ongoing needs for the stormwater management program in 2016. TFe work will take plare between January 1, and December 31, 2016. The following services will be provided�tindef thi's� agreement at the city's request: ��OV 1620f5 Scope of Work DEPTUP PUULIC Ai"OR�iS Task 1: 20165[ormwater Utility Committee Assistance OSHI:OSN, l4ISCO��iv 1) Assist city staff with preparing materials for monthly (12) Stormwater Utility Committee meetings relevant ro srormwarer management needs of Ihe ciry. 2) Attend Stormwarer Utility Committee meetings (12) to present material, respond m questions, and facilitate discussion at the city's request. 3) Prepare dreft Committee meeting summary minutes and send to city staff for review and finalization. 4) Jim Bachhuber will at[end the meetings, unless he is unavailable and another qualified Brown and Caldwell staff person will at[end in his place. Task 2: Stormwater Utility 2016 Rate Review and Upda[e 1) Document Stormwater Program Costs: Using existing information provided 6y the city (induding but not limited to: budgets, CIP projections, and the rost estimates from pasf projects) the stormwater progrem msts will he compiled. 2) The result of this task may indude a spreadsheet (as used in previous analyses) with an iremized listing of stormwa[er 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 de[ail conducted in previousyears. 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 rype 6y the �ity. The ERU values will be used to analyze utility rates using the formulas currently in place with the City. Task 3: General Assis[ance Assist ciry staff with other stormwater related issues induding: compliance with the S[ormwater Permit; stormwater pollution management assessments, potential TMDL issues, and other related copics at the city's discretioa � Assumotions The budget for the above described tasks are based on the following assumptions L For Task 1 is it assumed that Jim Bachhuber will prepare for, and attend twelve (12) meetings. Assistance in preparing and/orattending [he meeting if requested wiil be provided by Mike Wegnerand Caroline Burger. 2. Brown and Caldweli will prepare meeting summaries of each Stormwater Utility Committee meeting for review and finalization by City staff. 3. The Ciry wili make available files, remrds, and other information necessary for BC m mnduct the smpe of work at no �ost to the project. 4. ForTask 3, up [o [wo (2) additional meetings have been 6udgeted. OsM1kosh 2036 GenerzlSW Services Smpe v2 ]1/16/15 Exhibi[ A: City of Oshkosh General Stormwater Services for 2016 . Agreement Smpe of Work and Budget � - 7LCEivED - November 16, 2015 ' --- 5. ForTask 3 a total of 87 hours was bud eted. BC wiil onl N�V j s 2��5 g yperformworkunderthistaskas direcred by the City of Oshkosh and will keep the City informed on the status of�pudg�CfoLYkisIC WORKS task. OSHKOSLi, A4'1SCO�SIN 6. The work described in this document will take place be[ween lanuary 1, 2016 and December 31, 2016. 7. Brown and Caldwell will provide the City with an amendment to the Agreement before performing additional services not s[ated in this Smpe of Work and Budget Bud¢et This work is conducted on a time and material, not to exceed 6asis per the Agreement4 [erms 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 indudes labor only: Task Hours Budget 1. SW U[ility Meeting 90 515,000 2. SW Utility 2016 Update � 12 51,630 3. 6eneralAssistance 114 $14,275 Total 216 30,905 Oshkosh xalb GeneralSW Services Smpe v2 11/16/15 �-- BECGIVED NoV isloi5 D[I��OP PUUL�C U�ORKS Brown and Caldwell Schedule of Hourly Billing Rate - 2016 ���",sh. ��'tscoNSiN DratterTaine¢ FieitlServiceTechniciani k'orOPmcessorl E62-E6] Ottice/SUpPOrtServicesll AssistantDratter ReldServiwiechnicianll WortlPmcessorll §63-E66 Office/SUpportServiceslll �rafter AccounGntl EngineenngAitle Fieltl ServiceTecAnicianlll Wortl Pmceworlll S65 InspectionAiGe Offce/SupDOrtServiceslV Engineerl Geologis[/Hytlrageologi4l SeniarDratter Scientistl p�unWntll 564�89 SeniorllWSVa[or SenimFieltl ServiceTechnician Word ProcessorlV Inspec[arl Engineerll AccountanUll InspecFOrll GeologisVNydmgeologistll AreaBUSinessOperationMgr 588�f119 Lead Dratter Scientistll TechnicalWnter LeaJlllushatar WorE Pmcessing5upervisor Engineerlll Inspectorlll Geologls[/HydmgeolagisUll Accoun[antlV Senior�esigner Scientistlll qaminisVative Managx E105-E139 SuDervising oratter Supervising Illurtrator SeniorEngineer Principal�esigner SeniorGeologisl/Hytlmgeologst SeniarTechnicalW�i[e� E130-f149 SeniorCOnsVURion Enginee� SenlorSCientis[ SeniorEngineer PrincipalEngineer principalGeologis[/Hydmgeologis[ PrincipalCOnstructionEngineer princiOalSCientist Cory.COntractAtlminisVator ESSO�EI68 SupervisingDesigner SupervisingEngineer SupervisingSCieMist SupervisingCOnsV. Engineer Sup¢rvisingGeologist/ AssistantCOnV011er EI68-f199 SupervlsingEnglneer SupervlsingXytlrogeologist Managing Engineer ManagingGeologisl/Hydmgeologist prea BusOps MgrIV E190�E215 Managing5cientist ChiefFngineer Chie�SCientist &¢cutiveEngineer ChiefGeologis[/Hytlmgeologi4 CorpMarkeWgCOmm.Mgc E2003225 Vlc¢ Presitlen[ The mtes pmviEetl in Nis GGIe appy(mmlanuary 1- Deromber31,101fi. acoao CERTIFICATE OF LIABILITY INSURANCE I°•T""""°"""", �/ 5/312016 SA4/2015 THIS CERTIFICATE IS ISSIIE� AS A MATTER OF INFORMATION ONLY ANO CONFERS NO RIGHTS UPON THE CERTIFIGqTE HOLOER. TH�S CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELV AMEND, EXTEND OR ALTER THE COVERAGE AFFOROEO 9Y THE POLICIES BELOW. THIS CERTIFICPTE OF INSIIRANCE DOES NOT CONSTITIITE A CONTRACT BETWEEN THE ISSUING INSURER�S�, Al1TNORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOL�ER. IMPORTANT: I( the cetlitica�e M1olLer is an ADOITIONAL INSUREO, [ha poliry(ies) must be entlarsed if SUBROGATION IS WAIVED, subjec� to ❑m �erms antl wntlitions of tM1e poliry, artain policies may reqvire an entlorsement A sta�emen� on tM1is ceM1ificale tloes not confer rig�U to the certifiCat¢ M1OId¢r in II¢u a( su[h entlarsemenl(s). vn000cex LocktonCompanies 444 W. 47th Sveet, Suice 900 �xoxE KansasCityMO6G11b1906 --� _ '.- `- (816)960-9000 — �_ - ms�Qeas uwaowccovuuce Nuca C 9^.i`� �:HartfordFirelvsu�a�ceCom am 19682 xsuaeu HROWNANDCALDWELL l4'J� " ixsunene�. ' � 1310104ANDITSWFiOLLYOWNEDSUBSIDWR�S � � �l � �"'i su mT ele�sPro e Geual CoofAmerice 25674 ON�N RTHCIV[CDAIVE,SUITE11�5� ���r)JH '"�`��� � =Go dsofLondou WALNUTCREEKCA94596 �-��- xsonerze:lwinCi Firel�surz�ceCom eny 29459 COVERAGES GERTIFIGATENUMBER: 13����q�xsu REVISIONNUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURHNCE LISTEO BELOW XAVE 6EEN ISSUE� TO THE INSURED NAIdEO ABONE PoR THE POLICY PERIOD INDICqTE�. NOiYVITHSTAN0ING ANV RE�UIREMENT, TERM OR CON�ITION OF HNY CONTRpCT OR OTHER �OCOMENT WIT4 RESPECT TO WHICH THIS CERTRLqTE MHY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFOft�E� BY THE POLiCIES DESCRIBE� HEREIN IS SUBJECT TO ALL THE TERMS. E%C W SIOKS AN� CONpITI0N5 OF SUCH POLICIES LIMRS SHOWN MAV HAVE BEEN FE�UCED BY PHI� ClAIMS. 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I // 0 ' � O 1988-Y014 ACORO C ACORO 35 (2014/01) The ACORD name antl logo are registeretl marks of AGORD Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Policy Number: 37CSEOU1772 ' PoliryTerm:S/37/2075 to 5/31/2016 THIS ENDORSEMENT CHANGES iHE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT OR AGREEMENT - OPTION II This endorsement modifes insurance provided under [he following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHE�ULE A. Section II - Who Is An Insuretl is amended �o indude as an atltlitional insured the person(s) or organization(s) shown in the Schedule above with whom you agreed in a writlen contrect or wntten agreement to provitle insurence such as is afforded under Ihis policy, but only to the extent [hat such person or organization is liable for "botlily injury", "property tlamage" or "personal and adveNising injury" caused by: 1. Your acts or omissions or the acts or omissions of ihose acting on your behalf: 2. In the pertortnance of your ongoing operations for such additional insured at the project(s) or location(s) tlesignated in the Schedule; b. In wnnection wi[h your premises owned by or rented to you and shown in Ihe Schedule;or c. In conneclion with "yourwork"forthe additionalinsured atihe project(s) or location(s) designatetl in the Schedule antl included within the "products-completed operations hazard", but only iC (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 (T) This Coverage Part provitles coverage for "bodiry injury" or "property tlamage" included within the "products-completed operetions hazard". 2. The acts or omissions of the additional insured in wnnection 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 ihe "pereonal and advertising injury" offense is committed: 1. During the policy period; and 2. Subsequent to Ihe execution of such wntten contrac[ or written agreement, and 3. Prior to Ihe expiretion of the period of time that Ihe written wnlract or written agreemenl requires such insurance be provided to the additional insured. Attachment Code: D465358 Certificate ID: 13177147 C. With respec� to the insurance aHortled to the additional insureds under lhis endorsemen�, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of ihe rendering of or failure to render any professional arohitedural, engineering or surveying services by or !or you, including: 1. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, tlesigns or specifcations; and 2. Supervisory, inspection, architectural orengineering activities. D. Limitsoilnsurance With respect to insurance prov'�ded lo the additional insuretl 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 - Contlitions is replaced by the following and applies lo the additional insured shown in the Schedule: � t. Notice Of Occurrance Or Offense The atltlitional insured must see to it that we are notifetl as soon as practicable of an "occurrence" or an oHense which may result in a claim. To Ihe extent possible, notice should include: a. How, when and where the "ocwrrence" 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 "occumence" or oHense. 2. NoticeOtClaim If a claim is made or "suit is broughf' against the atlditional insured, the additional insured must: 3. Immediately recortl the specifcs of the claim or "suiP' and lhe date received; and b. Notify us as soon as praclicable. The additional insured must see to it Ihat we receive written notice of the claim or "suit" as soon as practicable. 3. Assistance And Cooperation Of The Insured The atlditional insured must: a. Immetliately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or"suiY; b. Authorize us to obtain records and other information; a Cooperate with us in the investigation or settlement of the claim or defense against the "suil"; antl tl. Assist us, upon our request, in Ihe enforcement of any nght against any person or organization which may be liable to the insuretl because ot injury or damage lo which this insurance may also apply. 4. Obligations At The Additional Insureds Own Cosl No additional insured will, excep[ at ihat insured's own cos4 voluntarily make a payment, assume any obligation, or incur any expense, other than for frst aitl, without our consent. 5. AdditionallnsuretlsOtherinsurance If we cover a daim or "suiC 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 indemniry. AttachmentCode: D465358 Certificate ID: 13177147 However, this provision does not apply to the ex[ent that you have agreed in a wntten coniracl or written agreement that this insurence is primary and non-contributory with the additional insuretl's own insurance. Knowletlge Of An Occurrence, Offense, Claim Or Suit Paragrephs i. and 2. apply to the additional insured only when such "ocwrrence", offense, claim or "suiC is known to: B. The additional insured that is an individual; b. Any partner, if the atlditional insured is a partnership; G. My manager, if the additional insured is a limited liability company; d. Any "executive offcer" or insurance manager, if the additional insured is a wrporation; e. Any trustee, if the additional insured is a trust; or f. Any elected or appointed offcial, if the additional insured is a political subdivision or public entity. � F. Other Insurance With respect to insurance provided to the atlditional insured shown in Ihe Schedule, the Other Insurance Condition SeMion N- Conditions is replaced by the following: 1. Primary Insurence a. Primary Insurance When Requiretl By Contract This insurance is primary if you have agreed in a written wntrect or written agreement lhat this insurance be primary. H olher insurance is also primary we will share with all that other insurance by the method descnbed in 3. below. b. Primary And Non-Contributory To Other Insurance When Requiretl By Contract If you have agreed in a written contrect or written agreement Ihat Ihis 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. tlo not apply to other insurance to which the additional insure0 has been added as an additional insured or to other insurance tlescribed in paregraph 2. below. 2. Excess Insurance This insurence is excess over any of Ihe other insurence, whether primary, excess, contingent or on any other basis: a. Your Work That is Fire, 6ctended Coverage, Builders Risk, Installation Risk or similar coverage for "your work"; b. Premises Rentetl to You That is fre, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner, C. Tenant Liability That is insurence purohased by you to cover your liabiliy as a tenant for "pmperty damage" to premises rented to you or temporarily occupied by you with pertnission of the owner; d. Aircraft, Auta Or Watarcraft If the loss arises out of the maintenance or use of aircrak, "autos" or watercrafl to the eMent not subject to Exclusion g. of Section I- Coverage A- Bodily Injury Md Property Damage Liabiiity; e. Property Damage To eorrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the e�ent not subject to Exclusion j. of Section I- Coverage A- Bodity Injury Or Property Damage Liability; or f. When You Ara Added As An Atltlitional Insured To Other Insurance Attachment Code: D465358 Certificate ID: 13177147 That is any other insurence available to you covering liability for damages arising out o( Ne premises or operdtions, or produc(s and completed operations, for which you have been atltled as an addilional insured by that insurence. When this insurence is excess, we will have no tluty under Coverages A or B to defentl the insured against any "suif' if any other insurer has a dury to defend againsl that "suiP. If no other insurer defends, we will undertake to do so, but we will be en�'tletl to ihe insured's rights against allthose otherinsurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: a. The total amount iha[ all such other insurance would pay for the loss in the absence of this insurance; and b. The total of all deductible antl self-insured amounts under all that olher insurance. We will share the remaining loss, if any, with any other insurance that is no[ described in this Excess Insurance provision and was not bought specifcally to apply in excess of the Limits of Insurance shown in the Dedarations of this Coverage Part. 3. Methotl of Sharing If all other insurance permits wntribution by equal shares, we will Follow Ihis method also. Under this approach each insurer wniributes equal amounts until it has paitl its appliwble limit of insurance or none of Ihe Ioss remains, whichever comes frs�. If any of the other insurance does not permit wntribution by equal shares, we will contribute by limits. Under Ihis method, each insureYS share is based on the ratio of its applicable limit of insurence [o the total applicable limits of insurance of all insurers. Attachment Code: D465358 Certificace ID: 13177147 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Carrier: Hartford Fire Insurance Company Policy Number: 37CSEQU1173 Poiicy 7erm: 5/31/2015 to 5/31/2016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED This endorsement modifes insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE 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. AttachmentCode: D465338 Cenificate ID: 13177147