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HomeMy WebLinkAboutBrown and Caldwell, City of Oshkosh AGREEMENT THIS AGREEMENT, made on the jT� day of, 2017,by and between the CITY OF OSHKOSH, party of the first part, hereinafter referre-6)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 2017 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 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 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. Services included in Task 1 are detailed in the CONSULTANT'S Scope of Work and Budget. Services included in Task 2 of the CONSULTANT's Scope of Work and Budget will be detailed further within individual Task Order Authorizations. Task Order Authorization form is attached to this AGREEMENT. L\Engineering\2017 CONTRACTS\Gen SW Serv\B&C 2017 Gen SW Mgmt Sere Agreenrnt-1-4-17.docx Page 1 of 6 r 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. 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 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. 1:\Engineering\2017 CONTRACTS\Gen SW Sery\B&C 2017 Gen SW Mgmt Sery Agreemnt_14-17.doca Page 2 of 6 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. 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 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 November 28, 2016 and attached hereto 3. Individual Task Order Authorization Form 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 j 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 $31,235 (Thirty One Thousand Two Hundred Thirty Five Dollars). • Attached fee schedule shall be firm for the duration of this AGREEMENT. i c i '.. L\Engineering\2017 CONTRACTS\Gen SW Sery\B&C 2017 Gen SW Mgmt Sery Agreemnt_1-4-17.duex Page 3 of 6 i EE 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 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 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, F 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. L\Engineering\2017 CONTRACTS\Gen SW Sera\B&C 2017 Gen SW Mgmt Seri,Agreemnt_1-4-17.d0cx Page 4 of 6 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. 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. E r i I P L\Engineering\2017 CONTRACTS\Gen SW Seri,\B&C 2017 Gen SW Mgmt Seri,Agreemnt_1-4-17.docx Page Jr of 6 ARTICLE 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 �zAkokwaA By: (Seal of Consultant if a Corporation) (Specify Title) By: (Specify Title) CITY OF OSHKOSH By: "Oc* M_xk A. Rohloff, City Manager And: C_ IJ'11 its Pamela R. Ubrig, City Clerk APP OVED: I hereby certify that the necessary provisions PP OVED have been made to pay the liability which will accrue under this AGREEMENT. tt rney Ac� 4��o City Comptroller L\Engineering\2017 CONTRACTS\Gen SW Seri,\6&C 2017 Gen SW Mgmt Sery Agreemnt-1-4-17.docx Page 6 of 6 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 See attached Exhibit A entitled "Scope of Services and Compensation." COMPENSATION (, See attached Exhibit A entitled "Scope of Services and Compensation." i GENERAL TERMS AND CONDITIONS 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. E EE k BROWN AND CALDWELL CITY OF OSHKOSH Signature Signature Name Name Title Title Date Date E' .; I:\Engineering\Tracy Taylor\James'Agreements\Brown&Caldwell\B&C 2017 Gen SWMgmtSery Page 1 Of 1 I Blank Task Order Auth_12-30-16.docx Exhibit A: City of Oshkosh General Stormwater Services for 2017 Agreement Scope of Work and Budget November 28, 2016 Jim Bachhuber,with support from other Brown and Caldwell (BC) staff, will continue supportin the Cit of Oshkosh with ongoing needs for the stormwater management program in 2017. The work wilitaII' �Ce-D place between January 1, and December 31, 2017. The following services will be provided under this agreement: Scope of Work D1,i' [ p�kil�.vat7, wi>�;t�NSJ�i Task 1: 2017 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: General Assistance BC will assist City staff with other stormwater related issues including: compliance with the Stormwater (MS4) Permit; stormwater pollution management assessments, potential TMDL issues, and other related topics at the City's discretion. Work under this task will be conducted using a "Task Order" approach. The City will request specific tasks to be conducted, and BC will develop a scope and budget for the City's approval to conduct the requested work. 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 for, 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. 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 a total of 110 hours is budgeted. BC will only perform work under this task as directed by the City of Oshkosh under a Task Order approach, and will keep the City informed on the status of budget for this task. 5. The work described in this document will take place between January 1, 2017 and December 31, 2017. 6. 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 i i I � 1 Oshkosh 2017 General SW Services Scope Q g 12/30/16 I I Exhibit A: City of Oshkosh General Stormwater Services for 2017 Agreement Scope of Work and Budget November 28, 2016 Budget 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 labor only: Task Hours Budget 1. SW Utility Meeting Assistance 90 $15,525 2. General Assistance 110 $15,710 Total 200 31,235 i i I 2 Oshkosh 2017 General SW Services Scope Q 12/30/16 ( D Brown and Caldwell Schedule of Hourly Billing Rate - 2_017 OF PUBLic: WUKKS OSHKOSH,WISCONSIN - - Office/SupportServicesl $62-$68 Drafter Trainee Field Service Technician l Word Processor $64470 Office/Support Services 11 Assistant Drafter Field Service Technician II Word Processor 11 $66-$71 Office/Support Services III Drafter Accountant Engineering Aide Field Service Technician III Word Processor 111 $68-$71 Inspection Aide Office/Support Services IV Engineer I Geologist/Hydrogeologist l Senior Drafter Scientist I Accountant II Senior Illustrator Word Processor IV $87-93 Inspector I Senior Field Service Technician Engineer it Accountant III Inspector II Geologist/Hydrogeologist 11 Area Business Operation Mgr $82_$124 Lead Drafter Scientist 11 Technical Writer Lead Illustrator Word Processing Supervisor Engineer III Inspector III Geologist/Hydrogeologist III Accountant IV Senior Designer Scientist III Administrative Manager $109-$145 Supervising Drafter Supervising Illustrator Senior Engineer Principal Designer Senior Geologist/Hydrogeologist SeniorTechnicalWriter $135-$155 Senior Construction Engineer SeniorScientist 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 $175-$197 Supervising Engineer Supervising Hydrogeologist Managing Engineer Managing Geologist/Hydrogeologist Area Bus Ops Mgr IV $1984224 Managing Scientist Chief Engineer Chief Scientist Executive Engineer Corp Marketing Comm.Mgr. $208-$234 Vice President Chief Geologist/Hydrogeologist The rates provided in this table applyfrom January 1-December3l,2017. Brown and Caldwell 2017 Schedule of Hourly Billing Rate ,eco CERTIFICATE OF LIABILITY INSURANCE 7115/25/2016 TE(MMIDOIYYYY) 11`. � 5/31/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR-ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETIIr) E11H§EIT5SUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be en orse f'$J((JJ ROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A stater�llAVorl6thiis C Cate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies NAADMET ACT DEPT OI- PJBLIC WORKS 444 W.47th Street,Suite 900 aONtJ Ext: OSHKOSH, WISCONSIN FAX A1C No): Kansas City MO 64112-1906 E-MAIL (816)960-9000 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hartford Fire Insurance Coinpany 19682 INSURED BROWN AND CALDWELL INSURER B: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 LTR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP POLICY NUMBER MMIDDNYYY MMIDD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY 37CSEQUI172 5/31/2016 5/31/2017 A X Y N EACH OCCURRENCE $ 21000,000 DAMAGE TO—1CLAIMS-MADE �OCCUR PREM SES Ea occurRENTErence)$ 2,000,000 MED EXP(Any one person) $ 10 000 PERSONAL 8 ADV INJURY $ 500,000 000 GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY❑X JjECT LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y N 37CSEQUI173 5/31/2016 5/31/2017 Ee aBINEDISINGLE LIMIT $ 2,000,000 Ix ANY AUTO BODILY INJURY(Per person) $ XXXxxxx ALL OWNED SCHEDULEDBODILY INJURY Per accident $ X'XXxxxx AUTOS AUTOS ( )HIREDAUTOS X NON-OWNEDUTPerraccidenDAMAGE $ 'xXXXXX C X' UMBRELLA LIAB X OCCUR Y N ZUP-IOR71075 5/31/2016 5,31/2017 EACH OCCURRENCE $ 2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 2,000,000 DED I I RETENTION$ $ XXXXXXX B WORKERS COMPENSATION PER OTH- ANDEMPLOYERS'LIABILITY N 37WNQUI170 5/31/2016 5/31/2017 STATUTE ER E X ANY PROPRIETOR/PARTNER/EXECIJINE YIN 37WBRQUI171 5/31/2016 5/31/2017 OFFICER/MEMBER EXCLUDED? � N/A E.L.EACH ACCIDENT $ 2,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I$ 2.000000 D PROFESSIONAL N N LDUSA1600482 5;31/2016 5/31,120-17--7$1,000,OOOPER CLAIM& LIABILITY AGGREGATE i i DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more apace is required) RE:GENERAL STORMWATER SERVICES FOR 2016,BC SID:17251. CITY OF OSHKOSH,AND ITS OFFICERS,COUNCIL MEMBERS,AGENTS.EMPLOYEES AND AUTHORIZED VOLUNTEERS ARE ADDITIONAL INSURED ONA PRIMARY AND NON-CONTRIBUTORY BASIS ON GENERAL,AUTO AND EXCESS/UMBRELLA LIABILITY COVERAGE,RrHERE 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 i CERTIFICATE HOLDER CANCELLATION See Attachments 13177147 QSjj_18 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CITY OF OSHKOSH THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ATTN:JAMES RABE ACCORDANCE WITH THE POLICY PROVISIONS. 215 CHURCH AVE. s OSHKOSH Wl 54903 AUTHORIZED REPRESENTATIV. 1988Z014 ACORD CORPORATION. All rights reserved. ACORD 26(2014/01) The ACORD name and logo are registered marks of ACORD I I 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 Il 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 izatio n(s): Covered O erations: 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 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: i 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. i 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. I Attachment Code: D465358 Certificate ID: 13177147 E 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. 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: 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 5/31/2017 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