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HomeMy WebLinkAbout2.e. WSB Contract RenewalAGENDA ITEM: WSB Contract Renewal AGENDA SECTION: Discussion PREPARED BY: Jamie Verbrugge, City Administrator AGENDA NO. 2.E. ATTACHMENTS: 1. Letter from Bret Weiss, WSB President 2. Mn /DOT Audited Overhead Report 3 Revised contract provision; Section 1 4. Professional Services Agreement APPROVED BY: RECOMMENDED ACTION: Council discussion 4 ROSEMOUNT CITY COUNCIL City Council Work Session: November 15, 2006 EXECUTIVE SUMMARY BACKGROUND The City of Rosemount retains WSB Associates, Inc. to provide city engineering services. The most recent agreement for professional services was negotiated for a three -year term in late 2003. The term of the agreement expires at the end of this calendar year. WSB and City staff have negotiated a proposed extension of the agreement for a three -year term to cover the years 2007 -2009. ISSUE The renewal proposal is in the same form as the expiring agreement. The City of Rosemount pays an annual retainer to WSB. In exchange, WSB commits that Mr. Andrew Brotzler will serve as the City Engineer so long as he is employed with WSB or unless the parties agree otherwise WSB also provides a project engineer (currently Morgan Dawley) to serve the City. The proposed retainer for the three year term is $15,000 in 2007; $30,000 in 2008; and $45,000 m 2009. The scheduled increases mirror the current arrangement The relationship with WSB provides an annul savings in personal service costs to the City that can be estimated to be between $170,000 to more than $200,000 The estnnates are based on the comparable salaries of professional engineers in other cities combined with benefits. The arrangement is beneficial to WSB because the firm derives significant revenues from developer -borne project costs that offset the dedicated personnel costs of the two positions. Recognizing that primary or exclusive use of one firm for engineering services may result in non compeuuve pncing of those services, staff has regularly reviewed WSB's Rate Schedule (Exhibit 2; attachment #4 -9 in the packet) compared to its competitors. WSB rates are consistently competitive. WSB has also provided a comparative analysis of audited overhead rates that the Minnesota Department of Transportation requires of all consultants. The audited overhead comparison shows that WSB has one of the lowest overhead rates and is well below average. SUMMARY WSB President Bret Weiss will be attending the work session to answer any questions the Council may have. Mr. Weiss has regularly sought the mput of the City Administrator when performing employee evaluation of Mr. Brotzler. Admuustranon has been very pleased with the services that Mr. Brotzler and his colleagues have provided the City during this current three -year term and recommends renewal. Should the City Council deem the proposed renewal terms appropriate, this item will come before the Council for formal approval at the November 21 meeting. 2 WSB Amman Assnaas,, Inc. October 9, 2006 Mr Jamie Verbrugge City Administrator City of Rosemount 2875 145th Street West Rosemount, MN 55068 -4997 Re: Contract for City Engineering Services Dear Mr. Verbrugge. WSB Associates, Inc is pleased to provide this letter regarding renewing our contract to provide city engineering services to the City of Rosemount We have very much appreciated the partnership that has been created between our two organizations and believe that this public private partnership has been beneficial to both of our organizations As per our discussion, we will propose to renew our contract in the same manner as we did previously, which consists of a three year contract with annual retainers of $15,000, $30,000 and $45,000 for 2007, 2008 and 2009 Our staff will remain as currently assigned, however, it is likely that Andy Brotzler will continue to expand his role to assist the city with public works issues as necessary in that area For your information, WSB Associates, Inc continues to maintain cost effective services in this era of rising expenses I have attached a copy of the Mn/DOT audited overhead rates for companies doing business with Mn/DOT While Mn/DOT would not disclose any of the names of the firms with the audited overhead rates, I'd like to point out that WSB's rate is currently 121 74 but on Mn/DOT's attached list we are at 117 71 This is the cost per dollar of salary for all other expenses it takes to operate each company. Therefore, for each dollar of salary, we have $1 21 in expenses or overhead. These audited overhead rates are from very small companies to very large companies, all doing business with Mn/DOT That hopefully provides you some background as to our efforts to keep costs in line and our fees low It should be noted that many of these firms mark up subconsultants services, charge mileage to their clients and have other miscellaneous charges that WSB continues to avoid All of those items are included in our overhead at this time which, if we would charge for those, it would lower our overhead even further in comparison to our competitors Please let me know if there is anything further that you need from me or if you would like me to attend an upcoming council meeting to discuss this contract extension Again, we would like to sincerely thank you, your staff, the city council and all of the residents of Rosemount for embracing WSB in this role and realizing that we can work together to create a great partnership. Sincerely, Bret A Weiss, PE President cc, Andy Brotzler Ir7AC//,ttE r WSB ,5 Associates, Ina 701 Xenia Avenue South, Suite 300 Minneapolis, MN 55416 (763) 5414800 (763) 541 -1700 «ax Company Name All companies with Companies we audit 2002 and newer rates Current Mn /DOT Current Mn /DOT Overhead Rate Overhead Rate Year /rr oLaiEA) T 7r d 145.25 CY 2003 180 19 Mn /DOT rate for FYE 9 -30 -03 130 25 Proposed rate for CY 2004 160.3 Proposed rate for CY 2002 175.22 175 22 Proposed rate for CY 2004 136 44 Mn /DOT rate for FYE 6 -30 -04 167 04 Proposed rate for CY 2004 169.56 169 56 Proposed rate for CY 2004 146.14 146.14 Proposed rate for FYE 4 -30 -04 164 34 Mn /DOT rate for FYE 11 -30 -03 167.06 Mn /DOT rate for FYE 3 -31 -04 158 43 Proposed rate for CY 2004 159 55 CY 2003 162 59 162 59 CY 2003 152.54 Mn /DOT rate for CY 2003 127.94 FYE 9 -30 -03 155.31 Mn /DOT rate for FYE 9 -17 -04 151.15 Mn /DOT rate for FYE 05 -01 -04 179 59 179 59 CY 2003 122 67 122 67 Proposed for CY 2002 171.29 CY 2003 141.70 CY 2003 135.72 Mn /DOT rate for CY 2004 172.59 CY 2002 171 97 Proposed for CY 2003 169.20 Mn /DOT rate for CY 2004 121.40 Mn /DOT rate for CY 2004 132 88 Mn /DOT rate for FYE 4 -30 -03 Company Name Current Mn /DOT Current Mn /DOT Overhead Rate Overhead Rate Year 148.79 CY 2004 137 62 137.62 CY 2004 148 50 Mn /DOT rate for FYE 2 -28 -03 163.75 Mn /DOT rate for FYE 3 -31 -04 195 08 Proposed rate for CY 2004 164.90 Mn /DOT rate for CY 2002 149.30 Mn /DOT rate for CY 2003 161.11 161.11 CY 2003 189 63 Proposed for CY 2002 173.18 Mn /DOT rate for FYE 10 -31 -04 84 25 Proposed for CY 2003 136.15 Proposed for CY 2003 156 57 Proposed for FYE 10 -29 -04 134.01 Mn /DOT rate for CY 2003 186.75 186 75 Proposed for CY 2003 112 24 112.24 CY 2004 158 89 158 89 Proposed for FYE 6 -30 -04 173.03 Mn /DOT rate for CY 2004 139 58 139.58 FYE 9 -30 -04 160 76 Proposed for FYE 4 -2 -05 166 99 CY 2003 127 54 Mn /DOT rate for FYE 9 -30 -02 165.28 165 28 Proposed rate for CY 2003 199.70 Proposed rate for CY 2003 154 00 154 00 CY 2004 146.17 146 17 CY 2003 164 38 Proposed rate for CY 2004 125 53 FYE 10 -31 -04 provisional rate 148 00 FYE 3/31/04 provisional rate 22 -a Company Name Current Mn /DOT Current Mn /DOT Year Overhead Rate Overhead Rate 155.76 117.71 135 66 9,209 12 Avg 153 49 155 76 Proposed rate for FYE 11 -30 -04 117.71 Draft audited rate for CY 2004 135.66 Proposed rate for CY 2004 2,726 54 Avg 151 47% 0a -s Section 1 Scope of Work Engineer will provide services as described on Exhibit 1, attached hereto and hereby made a part hereof (hereinafter generally referred to as the "Project on a fixed retainer of $1,250 per month for 2007, $2,500 per month for 2008, and $3,750 per month for 2008 (unless legislative levy limits are in place in which case it would be $2,500 per month) payable in the month following the month in which services are rendered. These services generally include administrative and staff duties as acting city engineer for the City. Work on the Project will generally be performed by Andy Brotzler or another mutually agreeable employee of the Engineer (the "Acting City Engineer In addition, the Engineer will provide a staff engineer for duties as assigned by the Acting City Engineer on an as needed basis The cost of the work for development related projects is to be passed through to a developer or other private party at a billing rate which shall be as specified on Exhibit 2. Work requested by the City and performed by other employees of Engineer that does not fall within the scope of services described on Exhibit 1 will be compensated on a hourly basis on the fee schedule attached hereto as Exhibit 2, or will be made the subject of a separate contract for services C IDocments andSettmgs,ddLocd SenmgaRa poitirylmemerFdes OLgBDWS4 Section 1- Scope 100606 doe A>mot,_ftd r '3 PROFESSIONAL SERVICES AGREEMENT llrroc <i.nFtirT le 1 This Agreement is made as of the 1st day of January, 2002 by and between the City of Rosemount, Minnesota, a Minnesota municipal corporation (hereinafter referred to as "City and WSB Associates, Inc., a Minnesota corporation (hereinafter referred to as "Engineer with offices located at 4150 Olson Memonal Highway, Suite 300, Minneapolis, Minnesota 55422. Witnesseth: That the City and Engineer, for the consideration herein named, agree as follows: Section 1. Scope of Work. Engmeer will provide services as described on Exhibit 1, attached hereto and hereby made a part hereof (hereinafter generally referred to as the "Project on a fixed retainer of $5,416.67 per month payable in the month following the month in which services are rendered. These services generally include administrative and staff duties as acting city engineer for the City. Work on the Project will generally be performed by Andy Brotzler or another mutually agreeable employee of Engineer (the "Acting City Engineer Whenever the Acting City Engineer is performing services not included in the Project, his rate shall be $60 00 per hour unless the cost of the work is to be passed through to a developer or other private party, in which case his rate shall be as specified on Exhibit 2. Work requested by the City and performed by other employees of Engineer that does not fall within the scope of services described on Exhibit I will be compensated on a hourly basis on the fee schedule attached hereto as Exhibit 2, or will be made the subject of a separate contract for services. Section 2. Changed Conditions. If the Engineer determines that any services it has been directed or requested to perform are beyond the scope of services as set forth m Exhibit 1, Engineer shall promptly notify the City of that fact Additional work and additional compensation for such work must have the pnor approval of City. Section 3. Termination. This Agreement may be terminated by either party upon thirty days' wntten notice without cause. In the event of termination, copies of plans, reports, specifications, electronic drawing/data files (CADD), field data, notes, and other documents whether wntten, punted or recorded on any medium whatsoever, finished or unfinished, prepared by the Engineer pursuant to this Agreement and pertaining to the Project (hereinafter "Instntments of Service shall be made available to the City subject to Section 4. All provisions of this Agreement allocating responsibility or liability between the City and Engineer shall survive the completion of the services hereunder and/or the termination of this Agreement Section 4. Reuse and Disposition of Instruments of Service. During the course of the work, the Engineer shall, if requested, make available to the City copies of the Instruments of Service. At the time of completion or termination of the work, the Engineer may make available to the City copies of Instntments of Service upon (i) payment of amounts due and owing for work performed and expense Incurred to the date and time of termination, and (1i) fulfillment of the City's obligation under this Agreement. Any use or re -use of such Instruments of Service by the City or others ci.L- 206477v RS215 -3 without written verification or adaptation by the Engineer except for the specific purpose intended will be at the City's risk and full legal responsibility. Section 5. Agreement. The Agreement constitutes the entire understanding between the Engineer and City. The Agreement supersedes all prior written or oral understanding and may only be amended, supplemented, modified or canceled by a duly executed written instrument. Section 6 Responsibilities. In order to permit the Engineer to perform the services required under this Agreement, the City shall, in proper time and sequence and where appropriate to the Project, at no expense to the Engineer: 1. Provide available information as to its requirements for the Project. 2. Guarantee access to and make all provisions for the Engineer to enter upon public and private lands to enable the Engineer to perform its work under this Agreement. 3. Provide such legal, accounting and insurance counseling services as may be required for this Project (such as review of insurance certificates, bonding clarifications and legal questions regarding property acquisition or assessment). 4. Notify the Engineer whenever the City observes or otherwise becomes aware of any defect in the Project. 5. Designate a person to act as City's representative with respect to the services to be rendered under this Agreement. The City's representative shall have the authority to transmit and receive instruction and information and to interpret and define the City's policies with respect to services rendered by the Engineer. 6. Furnish data (and professional interpretations thereof) prepared by or services performed by others, including where applicable, but not limited to, previous reports, core borings, probings and sub surface explorations, hydrographic and hydro geologic surveys, laboratory tests and inspection of samples, materials and equipment; appropriate professional interpretations of the foregoing data, environmental assessment and impact statements; property, boundary, easement, right -of -way, topographic and utihty surveys; property description; zoning, deed and other land use restrictions, and other special data. 7. Review all reports, sketches, drawings, specifications and other documents prepared and presented by the Engineer, obtain advice of legal, accounting and insurance counselors or others as City deems necessary for such examinations and render in writing decisions pertaining thereto within reasonable times so as not to delay the performance by the Engineer of the services to be rendered pursuant to this Agreement. 8. Where appropriate, endeavor to identify, remove and/or encapsulate asbestos products or materials or pollutants located in the project area prior to accomplishment by the Engineer of any work on the Project. CLL- 206477v1 2 RS215.3 y- 9. Provide record drawings and specifications for all existing physical plants of facilities that are pertinent to the Project. 10. Where available provide other services, materials, or data. 11. Bear all costs incidental to compliance with the requirements of this Section. 12. Provide the foregoing in a manner sufficiently timely so as not to delay the performance by the Engineer of the services in accordance with this Agreement. Engineer shall be entitled to rely on the accuracy and completeness of information or services furnished by the City or others employed by the City. Engineer shall endeavor to verify the information provided and shall promptly notify the City if the Engineer discovers that any information or services furnished by the City is in error or is inadequate for its purpose. Section 7. Options of Cost. Opinion, if any, of probable cost, construction cost, financial evaluations, feasibility studies, economic analyses of altemate solutions and utilitarian considerations of operations and maintenance costs are made or to be made on the basis of the Engineer's experience and qualifications and represent the Engineer's best judgment as an expenenced and qualified professional design firm. The parties acknowledge, however, that the Engineer does not have control over the cost of labor, material, equipment or services furnished by others or over market conditions or contractor's methods of determining their pnces, and any evaluation of any facility to be constructed or acquired, or work of necessity must be speculative until completion of construction or acquisition. Accordingly, the Engmeer does not guarantee that proposals, bids or actual costs will not vary from opinions, evaluations or studies submitted by the Engineer. Section 8. Hold Harmless and Insurance. Engineer has procured insurance in the types and amounts set forth in Exhibit 3. The Contractor agrees to defend, indemnify and hold harmless the City, its officers and employees, from any liabilities, claims, damages, costs, judgments, and expenses, including attorney's fees, resulting directly or indirectly from an act of omission of the contractor, its employees, agents or employees of subcontractors, in the performance of this contract of by reason of the failure of the contractor to fully perform, in any respect, all of its obligations under this contract. The City acknowledges that professional liability (errors and omissions) insurance is unavailable to cover claims arising out of the performance or failure to perform professional services, including, but not limited to, the preparation of reports, designs, drawings and specifications related to the investigation, detection, abatement, replacement, modification, removal or disposal of: 1. Hazardous or toxic materials; or 2. Matenals or processes containing asbestos, CLL- 206477v1 3 RS215 -3 It y -3 As used herein, hazardous or toxic materials shall include but not be limited to any solid, liquid, gaseous or thermal irritant, contaminant, or hazardous waste as defined by Federal and State Law and cases construing such definition. Waste includes materials to be recycled, reconditioned or reclaimed. It is acknowledged by both parties that Engineer's scope of services does not include any services related to asbestos or hazardous or toxic materials. In the event the Engineer or any other party encounters asbestos or hazardous or toxic materials at the job site, or should it become known in any way that such matenals may be present at the job site or any adjacent areas that may affect the performance of the Engineer's services, the Engineer may, at its option and without liability for consequential or any other damages, suspend performance of services on the project until the City retains appropriate specialist consultant(s) or contractor(s) to identify, abate and/or remove the asbestos or hazardous or toxic matenals, and warrant the job site is in full compliance with applicable laws and regulations. Section 9. Assignment. This Agreement, intended to secure the service of individuals employed by and through the Engineer, shall not be assigned or transferred without wntten consent of the City. Section 10. Controlling Law. This Agreement is to be governed by the taws of the State of Minnesota. Section 11. Non Discrimination. Engineer will comply with the provisions of applicable Federal, State and Local Statutes, Ordinances and Regulations pertaining to human rights and non- discrimination. Section 12. Conflict Resolution. In an effort to resolve any conflicts that arise dunng the design or construction of the project or following the completion of the project, the City and Engineer agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbinding mediation unless the parties mutually agree otherwise. Section 13. Attorney's Fees In the event of any litigation arising from or related to the services provided under this Agreement, the prevailing party will be entitled to recovery of all reasonable costs incurred, including staff time, court costs, attomeys' fees and other related expenses. Section 14. Confidentiality. The Engineer agrees to keep confidential and not to disclose to any person or entity, other than the Engineer's employees, subconsultants and the general contractor and subcontractors, if appropnate, any data and information not previously known to and generated by the Engineer or furnished to the Engineer and marked CONFIDENTIAL by the City and to comply with the provisions of the Minnesota Government Data Practices Act, Minn. Stat. Ch. 15. These provisions shall not apply to information in whatever form that comes into the public domain, nor shall it restrict the Engineer from giving notices required by law or complying with an order to provide information or data when such order is issued by a court, administrative agency or other authority with proper junsdiction, or if it is reasonably necessary for the Engineer to defend itself from any suit or claim. CLL- 206477v1 4 RS215 -3 Section 15. Location of Underground Improvements. The Engineer will conduct the research that in its professional opinion is necessary and will prepare a plan indicating the locations intended for subsurface penetrations with respect to assumed locations of underground improvements. Such services by the Engineer will be performed in a manner consistent with the ordinary standard of care. The City recognizes that the research may not identify all underground improvements and that the information upon which the Engineer relies may contain errors or may not be completed. Section 16. Betterment If, due to the Engineer's error, any required item or component of the project is omitted from the Engineer's construction documents, the Engineer shall not be responsible for paying the cost to add such item or component to the extent that such item or component would have been otherwise necessary to the project or otherwise adds value or betterment to the project. The Engineer shall be responsible for the difference between the construction cost arrived at through the bid process and the construction cost actually negotiated, if there is a difference. This amount will be negotiated between the City and Engineer. Section 17. Independent Contractor. In the performance of all services under this Agreement, Engineer shall be an independent contractor and not an employee of the City and neither the Acting City Engineer or any other officer, employee or agent of Engineer shall be an employee of the City for any purpose whatsoever. CLL-206477v1 5 RS215 -3 WSB ASSOCIATES, INC. By And By Its Clerk 4oa Its We d2rki CITY OF ROSEMOUNT Its Mayor ry_c General City Engineering Including: 1. Acts in a department head capacity for the Engineering division of the Public Works Department including planning, coordinating, supervising and evaluating programs, plans, services, staffing, equipment and infrastructure. 2. Evaluates public works needs and formulates short and long range plans to meet needs in all areas of responsibility, including streets, water, sewer, drainage, light, park maintenance, building maintenance, vehicle and equipment for the City. 3. Meets with developer and members of the public on proposed development projects in order to relate the processes and procedures involved with engineering and infrastructure development; 4. Determines the need for preliminary studies; reviews all preliminary studies for compliance with ordinances, comprehensive plans, engineering standards and financial guidelines. 5. Directs engineermg activities on projects and assigns consulting engineers; oversees project management for the construction of the mumcipal public works projects. 6. Reviews plans and specifications, makes presentations to the City Council and members of the public on improvement projects, monitors the construction process for compliance with codes, regulations, standards and with approved plans; assures financial accountability of pnvate projects as they relate to escrows and letters of credit. Regularly attends City meetings including City Council and Planning Commission meetings, and on an as- needed basis, Committee of the Whole meetings. CLL- 206477v1 RS21 S-3 EXHIBIT 1 RETAINER SERVICES THE PROJECT 7. Directs the assessment process for recovery of municipal costs incurred on improvement proj ects. 8. Develops systems to monitor sewer and water usage; compiles data designed to annually update the sewer and water rate study; directs the preparation of reports for the Metropolitan Waste Control Commission. 9. Ensures that costs and fees are charged back to development projects; works with the Finance Department to monitor charges and revenues associated with development projects. 10. Attends meetings and acts as staff liaison to the Utilities Commission including preparing reports and agendas, conducting research, answenng questions, providing advice and suggestions. 1 -1 11. Prepares annual departmental budgets and monitors expenditures. 12. Acts as city liaison and city representative with other communities and county, state and federal agencies. 13. Provides advice and recommendations to the City Administrator and other city department heads and staff; reviews proposals submitted by management staff and makes appropriate comments and suggestions; and assists city staff with any engineering needs. 14. Works with consultants and other outside individuals/groups involved in studies affecting city services and coordinates special projects and studies. 15. Develops and implements policies and procedures for effective operation of the department consistent with city policies and relevant laws, rules and regulations and ensures council actions are implemented. 16. Oversees the preparation and updating of the city's plans such as the Storm Water Management Plan, Water Supply Distribution Plan, Wetland Management Plan, etc; develops, updates and oversees the public works capital improvement plan; develops and revises city policies for storm water, assessments and other areas as required. 17. Maintains the city's Municipal State Aid Road System. 18. Makes public presentations and deals with the public on an individual basis. 19. Supervises staff either directly or through subordinate supervisors and oversees operations to assure the desired level and quality of service is being provided Supervision of staff includes assignments, direction, discipline, suspension, reward, adjust grievances, transfer of employees and recommends the hiring, discharge or promotion of employees in the Engineering Division of the Public Works Department. CLL- 206477v1 R5215-3 1 -2 y- 7 MrA 2oo7Rate Schedule Billing Rate /Ho UT Principal $130.00 Associate $122.00 Sr. Project Manager $117.00 Project Manager II $109.00 Project Manager /Engineering Specialist III $102.00 Registered Engineer /Registered Land Surveyor /Engineering Specialist II $93.00 Project Engineer /Engineering Specialist I /Sr. Construction Observer $83.00 Engineering Technician V /Construction Observer /Grad Engineer $74.00 Engineering Technician IV /Scientist III $66.00 Engineering Technician III /Scientist II $60.00 Engineering Technician II/Scientist I $55.00 Engineering Technician I $48.00 Office Technician II $61.00 Office Technician I $32.00 Survey (Two Person Crew /GPS Crew) $136.00 Survey (Three Person Crew /Expanded GPS Crew) $162.00 Costs associated with word processing, vehicle mileage, cell phones, reproduction of common correspondence and mailing are included in the above hourly rates. Reimbursable expenses include costs associated with plan, specification and report reproduction, permit fee, delivery cost, etc. Rate Schedule is adjusted annually. s WSB &-431IN aius lru tVZ n EXHIBIT 3 INSURANCE This contract shall be effective only upon the approval by the City of acceptable evidence of the insurance detailed below Such insurance secured by the Contractor shall be issued by insurance companies acceptable to the City and admitted in Minnesota. The insurance specified may be in a policy or policies of insurance, primary or excess. Such insurance shall be in force on the date of execution of the contract and shall remain continuously in force for the duration of the contract. The Contractor and its contractors shall secure and maintain the following insurance. a. Worker's Compensation insurance that meets the statutory obligations with Coverage B Employer's Liability limits of at least $100,000 each accident, $500,000 disease policy limit and $100,000 disease each employee. b. Commercial General Liability insurance with limits of at least $1,000,000 general aggregate, $1,000,000 products completed operations $1,000,000 personal and advertising injury, $1,000,000 each occurrence $50,000 fire damage, and $5,000 medical expense any one person. The policy shall be on an "occurrence" basis, shall include contractual liability coverage and the City shall be named an additional insured. c. Commercial Automobile Liability insurance covering all owned, non -owned and hired automobiles with limits of at least $1,000,000 per accident. d. Professional Liability. Professional (or "errors Omissions Liability Insurance in the amount of at least $1,000,000 Each Occurrence (or "wrongful Act" or equivalent) and, if applicable, aggregate, covering contractor's liability for negligent acts, errors or omissions in the performance of professional services in connection with the work. Contractor's Professional Liability Insurance may afford coverage on an occurrence basis or on a claims made basis It is, however, acknowledged and agreed to by the contractor that claims -made coverage changes in insurers or the liability insurance protection intended for the City. Therefore, contractor agrees that it will not seek or voluntarily accept any such change in its Professional Liability Insurance coverage if such impairment of the protection for the City could result, and further, that it will exercise its nghts under any "extended Reporting Period" "tail coverage or similar claims -made policy option if necessary or appropriate to avoiding impairment of such protection. Contractor further agrees that it will, throughout the entire period of required coverage and for an additional period of two (2) years following final acceptance of the work, immediately (a) advise the City of any intended or pending change in Professional Liability insurers or in policy forms, and provide the City with all pertinent information that the City may responsibly request to determine compliance with this subsection, and (b) advise the City of any claims or threats of claims that might reasonably be expected to reduce the amount of such insurance remaining available for the protection of the City. CLL- 206477v1 RS215-3 3 -1 g- /0 Acceptance of the insurance by the City shall not relieve, limit or decrease the liability of the contractor. Any policy deductibles or retention shall be the responsibility of the contractor. The contractor shall control any special or unusual hazards and be responsible for any damages that result from those hazards The City does not represent that the insurance requirements are sufficient to protect the contractor's interest or provide adequate coverage. Evidence of coverage is to be provided on a City provided Certificate of Insurance A thirty (30) day written notice is required if the policy is canceled, not renewed or materially changed. The contractor shall require any of its subcontractors, if allowable under this contract, to comply with these provisions. Acceptance of the insurance by the City shall not relieve, limit or decrease the liability of the Contractor. Any policy deductibles or retention shall be the responsibility of the Contractor. The Contractor shall control any special or unusual hazards and be responsible for any damages that result from those hazards. The City does not represent that the insurance requirements are sufficient to protect the Contractor's interest or provide adequate coverage. Evidence of coverage is to be provided an a City provided Certificate of Insurance. A thirty (30) day written notice is required if the policy is canceled, not renewed or materially changed. CLL- 206477v1 RS215-3 3 -2