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HomeMy WebLinkAboutBrown & Caldwell & Oshkosh AGREEMENT This AGREEMENT, made on thQ0 day of J 2016, by and between T" 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: The CITY and the CONSULTANT, for the consideration hereinafter named, enter into the following AGREEMENT for 2017 SITE PLAN REVIEW SERVICES. ARTICLE I. PROTECT 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 11. CITY REPRESENTATIVE The CITY shall assign the following individual to manage the PROJECT described in this AGREEMENT: John Ferris, P.E.—Civil Engineering Supervisor ARTICLE 111. 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. I:\Engineering\Tracy Taylor\james'Agreements\Brown&Caldwell\2017 Site Plan Review Sery 12-6- Page 1 of 6 16.do" These services will be detailed further within individual Task Order Authorizations. Task Order Authorization form is attached to this AGREEMENT. All reports, drawings, specifications, computer files, field data, notes, and other documents and instruments prepared by the CONSULTANT as instruments of service shall remain the property of the CITY. ARTICLE IV. STANDARD OF CARE The standard of care applicable to CONSULTANT's services will be the degree of skill and diligence normally employed by professional consultants or consultants performing the same or similar services at the time said services are performed. CONSULTANT will re-perform any services not meeting this standard without additional compensation. ARTICLE V OPINIONS OF COST FINANCIAL CONSIDERATIONS,AND SCHEDULES In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, CONSULTANT has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions;time or quality of performance by operating personnel or third parties; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, it is understood between the parties the CONSULTANT makes no warranty the CITY's actual project costs, financial aspects, economic feasibility, or schedules will not vary from CONSULTANT's opinions, analyses,projections, or estimates. ARTICLE VI. RECORD DRAWINGS i Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others. CONSULTANT is not responsible for any errors or omissions in the information from others the CONSULTANT reasonably relied upon and are incorporated into the record drawings. I ARTICLE VII. CITY RESPONSIBILITIES i 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. I:\Engineering\Tracy Taylor\James'Agreements\Brown&Caldwell\2017 Site Plan Review Serv_12-6- Page 2 of 6 16.docx fP P t 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. TIME OF COMPLETION The work to be performed under this AGREEMENT shall be commenced and the work completed within the time limits as agreed upon in the CONSULTANT's Scope of Services. The CONSULTANT shall perform the services under this AGREEMENT with reasonable diligence and expediency consistent with sound professional practices. The CITY agrees the CONSULTANT is not responsible for damages arising directly or indirectly from any delays for causes beyond the CONSULTANT's control. For the purposes of this AGREEMENT, such causes include, but are not limited to, strikes or other labor disputes, severe weather disruptions or other natural disasters, failure of performance by the CITY, or discovery of any hazardous substances or differing site conditions. If the delays resulting from any such causes increase the time required by the CONSULTANT to perform its services in an orderly and efficient manner,the CONSULTANT shall be entitled to an equitable adjustment in schedule. ARTICLE IX. 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 December 1,2016 and attached hereto 3. Individual Task Order Authorization Form In the event any provision in any of the above component parts of this AGREEMENT conflicts with any provision in any other of the component parts, the provision in the component part first enumerated above shall govern over any other component part which follows it numerically except as may be otherwise specifically stated. i ARTICLE X. 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$50,000 (Fifty Thousand Dollars). • Attached fee schedule shall be firm for the duration of this AGREEMENT. {'.. I:\Engineering\Tracy Taylor\James'Agreements\Brown&Caldwell\2017 Site Plan Review Sery_12-6- Page 3 of 6 16.docx F B. Method of Payment. The CONSULTANT shall submit itemized monthly statements for services. All Task Order Authorization forms shall have a unique task code assigned. All invoices shall clearly identify invoice amount per task code. The CITY shall pay the CONSULTANT within thirty (30) calendar days after receipt of such statement. If any statement amount is disputed, the CITY may withhold payment of such amount and shall provide to CONSULTANT a statement as to the reason(s)for withholding payment. C. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this AGREEMENT executed by both parties prior to proceeding with the work covered under the subject amendment. D. Indirect Costs. Indirect costs such as computer time, printing, copying, cell phone charges,telephone charges, and equipment rental shall be considered overhead and shall not be invoiced separately to the PROJECT. E. Expenses. Expenses may be billed with up to a maximum of 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 ARTICLE XI. HOLD HARMLESS I t � 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 I performance of this AGREEMENT or be caused or result from any violation of any law or E 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 E 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. i' 1:\Engineering\Tracy Taylor\James'Agreements\Brown&Caldwell\2017 Site Plan Review Sery_12-6- Page 4 of 6 16.dorx ARTICLE XII. INSURANCE The CONSULTANT agrees to abide by the attached City of Oshkosh Insurance Requirements. ARTICLE XIII. 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 ten (10) calendar days before the termination date. If the CITY terminates under this paragraph, then the CONSULTANT shall be entitled to compensation for any satisfactory work performed to the date of termination. This document and any specified attachments contain all terms and conditions of the AGREEMENT and any alteration thereto shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this AGREEMENT. ARTICLE XIV. 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 I alteration of these project documents. { 1 ARTICLE XV. SUSPENSION DELAY OR INTERRUPTION OF WORK 3 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. rt E i €; I:\Engineering\Tracy Taylor\James'Agreements\Brown&Caldwell\2017 Site Plan Review Serv_12-6- Page tJ of 6 16.docx [I ARTICLE XVI. 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 By: (Seal of Consultant if a Corporation) (Specify Title) By: (Specify Title) CITY OF OSHKOSH By: (Witness) Mark A.Rohloff, City Manager , And: (Witness) Pamela R. Ubrig, City Clerk APPROVED: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this AGREEMENT. e-iq`Attorney ,-.,.­,-' City CompAleer I:\Engineering\Tracy Taylor\james'Agreements\Brown&Caldwell\2017 Site Plan Review Sery 12-6- Page 6 of 6 16.docx Site Plan Review Services, 2017 12/01/16 RECEIVE ATTACHMENT A SCOPE OF SERVICES DEC ®1 2016�L� Site Plan Review Services, 2017 OSNT Ulsl'UBLIC WORT City of Oshkosh N, WISCONSIN Overview This scope of services describes the tasks that will be conducted by Brown and Caldwell (BC) as requested by the City of Oshkosh related to site plan reviews for stormwater management compliance. The relevant stormwater regulations for these reviews are: NR 151, NR 216 (State of Wisconsin)and Chapter 14 (City of Oshkosh). The review will also include compliance related to site grading. Scope of Work Task 1 Project Meetings and Project Management If requested by the City, BC will meet with the City to conduct face-to-face project meetings. At the City's discretion, the meetings may include the developers of the site plan projects. This task also includes the project management necessary to make sure the project tasks remain on schedule, on budget, and meet quality requirements. Task 2 Conduct Site Plan Reviews 1. Upon request by the City, BC will conduct site plan reviews of pending new-and re- development sites under the jurisdiction of the City through the City's Evolve software system. The reviews will be assigned to the BC by the City on an "as needed"basis. Through the Evolve system BC will: a. Review submitted documents for completeness in accordance with the City's policies and guidance documents and note if the submittal is incomplete. b. Other comments related to the submitted information will be recorded in the Evolve system. c. The review comments prepared and submitted by BC will be discussed at the weekly i Site Plan Review meeting with City staff. BC will make revisions to the site plan comments in the Evolve system based upon the discussions with City staff at the weekly meeting. i Assumptions: The scope and budget for this project were developed based on the following conditions and assumptions. 1. The Client agrees to: a) Meet with BC representatives, if required, and make timely decisions regarding design details, b) Provide all criteria and full information as to Client requirements for the Project,attend Project-related meetings,provide interim reviews on an agreed-upon schedule, and generally participate in the Project to the extent necessary to allow BC to perform the Services. 2. The City will provide BC access to, and login requirements for,the Evolve software system. 3. BC will conduct the reviews listed under Task 2 to meet the scheduled Site Plan Review E meeting as directed by the City's Site Plan Review Coordinator. It is assumed that BC will have a minimum of 3 days to conduct an initial review of a site plan. BC will conduct the Site Plan Review Services 2017 Scope Q 1 Site Plan Review Services, 2017 12/01/16 reviews as expediently as possible in the event the schedule calls for a review in less than 3 days. 4. Invoicing from BC will identify the site plan and/or project name,the associated labor review hours and labor costs for each site plan. 5. The scope of work is conducted in the 2017 calendar year. Proiect Budget: The initial project budget is $50,000.00. The number of plan reviews to be conducted is unknown at this time. Also, the level of effort for each plan review will vary depending on the complexity of the site. The scope of work described above will be conducted at the City's request and BC will inform the City of the budget status as each plan review is conducted. If the overall effort for conducting the plan reviews exceeds 90% of the current budget, the City will be notified and a contract amendment will be negotiated to conduct additional requested work. i i i i I Site Plan Review Services_2017 Scope v2 2 i BROWN AND CALDWELL/CITY OF OSHKOSH Task Order Authorization: Task Order#: BC Project Number City Reference: P.O.# Client Name City of Oshkosh Department of Public Works Client Address PO Box 1130 Oshkosh WI 54903 Authorized Representative of Client John Ferris,P.E, Civil Engineering Supervisor Upon execution of this Task Order, the parties agree that Brown and Caldwell shall perform the following services: SCOPE OF SERVICES i i See attached Exhibit A entitled"Scope of Services and Compensation." I COMPENSATION i See attached Exhibit A entitled"Scope of Services and Compensation." GENERAL TERMS AND CONDITIONS i Brown and Caldwell's services shall be governed by the terms and conditions of the Agreement dated together with this Task Order and any Exhibits attached hereto. This Task Order shall be effective only upon date of signature of an authorized representative of the City of Oshkosh. i BROWN AND CALDWELL CITY OF OSHKOSH,WI Signature Signature I Name Name Title Title Date Date ©&C Site Plan Review Sery Task Order Form-12-7-16 Page 1 of 1 t f t -ECEIz1ED ��c -I Wb OF PUBLIC WORKS � Brown and Caldwell Schedule of Hourly Billing Rate - N �osH,w1SCONsIN Office/Support Services $62-$68 DrafterTrainee Field Service Technician Word Processor 1 $64-$70 Office/Support Services it Assistant Drafter Field Service Technician II Word Processor II $66471 Ofnce/Support Services III Drafter Accountantl Engineering Aide Field Service Technician III Word Processor III $68-$71 Inspection Aide Office/Support Services IV Engineer I Geologist/Hydrogeologist I Senior Drafter Scientist I Accountant II $87-93 Senior Illustrator Word Processor IV Inspector) Senior Field Service Technician Engineeril Accountant 111 inspector ll Geologist/Hydrogeologist II Area Business Operation Mgr $92-$124 Lead DrafterScientist II Technical Writer Lead Illustrator Word,Processing Supervisor Engineer ill Inspector III Senior Designer Geologist/Hydrogeologistlll Accountant IV $109-$145 Supervising Drafter Scientist III Administrative Manager Supervising Illustrator Senior Engineer Principal Designer Senior Geologist/Hyd rogeo logist SeniorTechnical Writer $135-$155 Senior Construction Engineer Senior Scientist Senior Engineer Principal Engineer Principal Geologist/Hydrogeologist Principal Construction Engineer principal Scientist Corp.Contract Administrator $156-$175 Supervising Designer Supervising Engineer Supervising Scientist Supervising Constr. Engineer Supervising Geologist/ Assistant Controller $1754197 Supervising Engineer Supervising Hydrogeologist Managing Engineer Managing Geologist/Hyd rogeolo gist Area Bus Ops Mgr IV $1984224 Managing Scientist Chief Engineer Chief Scientist Executive Engineer Corp Marketing Comm.Mgr. $208-$234 =Vice President Chief Geologist/Hydrogeologist The rates provided in this table applyfrom January 1-December 31,2017. Brown and Caldwell 2017 Schedule of Hourly Billing Rate Aco® CERTIFICATE OF LIABILITY INSURANCE FDATE(MMIDDIYYYY) �....i" 5/31/2017 5/25/2016 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). �JED ACT PRODUCER Lockton Companies NAME: 444 W.47th Street,Suite 900HONE FAX Kansas City MO 64112-1906 20 -MAIL c L Ext: ac No t�{`C (816)960-9000 1.r L ADDRESS: j KS INSURERS AFFORDING COVERAGE NAIC# :PTQrPUELlG N kW:Hartford Fire Insurance 19682 INSURED BROWN AND CALDWELL QS1lt QV, INSURER 8:Hartford Accident and Indemnity Company 22357 1310104 AND ITS WHOLLY OWNED SUBSIDIARIES INSURER c:Travelers Property Casualty Co of America 25674 AND AFFILIATES INSURER D:Lloyds of London 201 NORTH CIVIC DRIVE,SUITE 115 INSURER E:Twin City Fire Insurance Company 29459 WALNUT CREEK CA 94596 INSURER F COVERAGES * CERTIFICATE NUMBER: 13177147 REVISION NUMBER: xxxxxxX 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 POLICY NUMBER MM/DDNYYY MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y N 37CSEQUI172 5/31/2016 5/31/2017 EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED CLAIMS-MADE FRI OCCUR PREMISES Ea occurrence $ 2,000,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY❑X JjECT ❑X LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: A AUTOMOBILE LIABILITY Y N 37CSEQU1173 5/31/2016 5/31/2017Ea BINEDccide ISINGLE LIMIT $ 2,000,000 X ANY AUTO BODILY INJURY(Per person) $ xxxxxxx ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS =xxxX X HIRED AUTOS Ix AONOSWNED PerP.InDAMAGE $ xxxxxxx j $ =xxxx C X UMBRELLA LIAB X OCCUR Y N ZUP-10R71075 5/31/2016 5/31/2017 EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 I DED RETENTION$ $ xxxxxxX WORKERS COMPENSATION N r X PER OTH- B AND EMPLOYERS'LIABILITY 37WNQUI170 5/31/2016 5/31/2017 STATUTE ER E37WBR U1171 5/31/2016 5/31/2017 ANY PROPRIETOR/PARTNER/EXECUTIVE Q E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? NN N/A _._......_ (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 descdbe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I$ 2-000 000 D PROFESSIONAL N N LDUSA1600482 5,31/2016 5/31/2017 $1,000,000 PER CLAIM& LIABILITY AGGREGATE DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more apace is required) RE:GENERAL STORMWATER SERVICES FOR 2016,BC SID:57251. CITY OF OSHKOSH,AND ITS OFFICERS,COUNCIL MEMBERS,AGENTS,EMPLOYEES AND ( AUTHORIZED VOLUNTEERS ARE ADDITIONAL INSURED ONA PRRAARYAND NON-CONTRIBUTORY BASIS ON GENERAL,AUTO AND EXCESS/UMBRELLA LIABILITY COVERAGE,WHERE REQUIRED BY WRITTEN CONTRACT AND SUBJECT TO THE TERMS AND CONDITIONS OF THE POLICY.THIRTY DAYS NOTICE OF CANCELLATION BY THE INSURER WILL BE PROVIDED TO THE CERTIFICATE HOLDER WITH RESPECT TO THE GENERAL,AUTO,PROFESSIONAL LIABILITY AND WORKERS COMPENSATION POLICIES CERTIFICATE HOLDER CANCELLATION See Attachments 13177147 OSH-I8 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE TY OF OSHKOSH THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY JAMES BABE ACCORDANCE WITH THE POLICY PROVISIONS. 215 CHURCH AVE. OSHKOSH WI 54903 AUTHORIZED REPRESENTATIV. ©1988 014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD i Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Policy Number: 37CSEQU1172 Policy Term: 5/31/2016 to 5/31/2017 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 Organ izations : Covered Operations: ALL ALL Information required to complete 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 contractor 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"suit" and the date received; and b. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or"suit" as soon as practicable. 3. Assistance And Cooperation Of The Insured The additional insured must: a. Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or"suit"; b. Authorize us to obtain records and other information; c. Cooperate with us in the investigation or settlement of the claim or defense against the"suit"; and d. Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. 4. Obligations At The Additional Insureds Own Cost No additional insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense,other than for first aid,without our consent. 5. Additional Insureds Other Insurance If we cover a claim or"suit" under this Coverage Part that may also be covered by other insurance available to the additional insured, such additional insured must submit such claim or"suit"to the other insurer for defense and indemnity. Attachment Code: D465358 Certificate ID: 13177147 II I 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 a. 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. r 4 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 E 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 l Attachment Code:D465358 Certificate ID: 13177147 E E (f I, That is any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations,for which you have been added as an additional insured by that insurance. When this insurance is excess,we will have no duty under Coverages A or B to defend the insured against any"suit"if any other insurer has a duty to defend against that"suit". If no other insurer defends,we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of the loss, if any,that exceeds the sum of: a. The total amount that all such other insurance would pay for the loss in the absence of this insurance; and b. The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 3. Method of Sharing If all other insurance permits contribution by equal shares,we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains,whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits. Under this method,each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Attachment Code: D465358 Certificate ID: 13177147 Named Insured: BROWN AND CALDWELL AND ITS WHOLLY OWNED SUBSIDIARIES Carrier: Hartford Fire Insurance Company Policy Number: 37CSEQU1173 Policy Term: 5/31/2016 to 5/3112017 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED This endorsement modifies 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. Attachment Code:D465338 Certificate ID: 13177147