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HomeMy WebLinkAboutC-1814� s - v CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 3 day of October, 2001 by and between the City of Arcadia, a municipal organization organized under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066- 6021 ( "City ") and Gartner, Inc., a CORPORATION, with its principal place of business at 5950 Canoga Avenue, Suite 600, Woodland Hills, CA 91367 ( "Consultant "). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing Information System Master Planning services to public clients, is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the development of an Information Systems Master Plan ( "Project ") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services Consultant promises and agrees to furnish to the City an Information Systems Master Plan, and perform all incidental and customary work necessary to fully and adequately supply said plan necessary for the Project ( "Services "). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term The term of this Agreement shall be from October 3, 2001 to June 30, 2002, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. GARTNERPSA09 /24/2001 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Allen McMillen, Christine Wilson, Edward Fraga, Mark Gilbert, Dolores Jacinto and Kristin Bruun- Andersen. 3.2.5 City's Representative The City hereby designates Tracey Hause, or her designee, Michael Casalou, to act as its representatives for the performance of this Agreement ( "City's Representative "). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. GARTNERPSA09 /24/2001 2 3.2.6 Consultant's Representative Consultant hereby designates Allen McMillen, Gartner Engagement Manager, or his designee, Christine Wilson, Gartner Project Manager, to act as its representative for the performance of this Agreement ( "Consultant's Representative "). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub - consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re- employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal /OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2. 10 Insurance. GARTNERPSA09 /24/2001 3 3.2.10.1 Time for Compliance Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance Consultant shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement /location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability: Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease. 3.2.10.3 Professional Liability Consultant shall procure and maintain, and require its sub - consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to include contractual liability. 3.2.10.4 Insurance Endorsements The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall GARTNERPSA09 /24/2001 4 stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability The automobile liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self - insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Separation of Insureds; No Special Limitations All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.6 Deductibles and Self- Insurance Retentions Any deductibles or self - insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self - insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each GARTNERPSA09 /24/2001 5 insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11 Safety Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall not exceed Eighty Thousand Dollars ($80,000.00) without written approval of City's Representative, Tracey Hause. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation Consultant shall submit to City an invoice upon completion of each of the four phases as specified in Exhibit "C ". The invoice shall detail the "deliverables" as described in Exhibit "C ". City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during GARTNERPSA09 /24/2001 6 normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement 3.5.1.1 Grounds for Termination City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: Gartner, Inc. 5950 Canoga Avenue Suite 600 Woodland Hills, CA 91367 Attn: Allen McMillen, Vice President City: City of Arcadia 240 West Huntington Drive Arcadia, CA 91066 -6021 Attn: Tracey Hause, Administrative Services Director Such notice shall be deemed made when personally delivered or when mailed, forty -eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at GARTNERPSA09 /24/2001 7 its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property This Agreement creates a non - exclusive and perpetual license for City to copy, use, modify or reuse, Deliverables that are prepared under the scope of this agreement. Consultant shall require all subcontractors to agree in writing that City is granted a non - exclusive and perpetual license for any Deliverables the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Deliverables. Consultant makes no such representation and warranty in regard to Deliverables which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Deliverables at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorney's fees and all other costs of such action. 3.5.6 Indemnification Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all third party claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted GARTNERPSA09 /24/2001 8 against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and /or volunteers, for any and all legal expenses and costs incurred by each of them in enforcing the indemnity herein provided, should Consultant be determined to have wrongfully failed or refused to provide the aforesaid indemnity. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. The foregoing indemnification obligation shall be subject to (i) the City promptly notifying Consultant of any claim or demand to which such indemnification applies; (ii) Consultant having control over the defense and settlement of such claim, (subject to the City's right to participate therein through counsel of its choice at its sole cost and expense, and further provided that City shall have the right to approve any and all settlements proposed by Consultants, which approval shall not be unreasonably withheld), and (iii) the City cooperating in the defense of such claim at Consultant's request and Consultant's expense. Except for liability for personal injury or death or damage to property caused by the negligence or willful misconduct of Consultant or its employees, and except for indemnification of third party claims by Consultant as set forth above, Consultant's total liability arising out of this Agreement and the provision of the Services shall be limited to the fee paid by the City under Exhibit "C" Compensation under which such liability rises. 3.5.7 Entire Agreement This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.8 Governing Law This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. GARTNERPSA09 /24/2001 3.5.13 Construction; References; Captions Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non - discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every GARTNERPSA09 /24/2001 10 employer to be insured against liability for Worker's Compensation or to undertake self - insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF ARCADIA GARTNER, INC. William R. Kelly City Manager ATTEST: ne A. Alford City Clerk w B `U { Francis T. Murphy Director, Government Contracts Y Francis T. Murphy Director, Government Contracts Public Sector Operations 8405 Greensboro Drive 6th Floor McLean, VA 22102 Telephone +1 -703- 226 -4800 Facsimile +1- 703 -226 -4703 frank.murphy @gartner.com gai Mercom APPROVED AS TO FORM: r 4D e tephen P. Deitsch City Attorney GARTNERPSA09 /24/2001 CONCUR: Tracey Hai Administrative Services Director 11 EXHIBIT " A " SCOPE OF SERVICES The overall objective of this project is to develop an Information Systems Master Plan that will set the direction for the City's use of technology for the next three years. To achieve this objective, the following activities will be undertaken through this project: • Evaluate the City's current technology environment, including the network and the potential for services to be offered through the City's web site • Evaluate the City's current IT Governance structure and organizational structure to ensure that these best meet the City's business and technology needs through the most appropriate service provision agreements and reporting relationships. • Prioritize application and infrastructure requirements based on City business needs, and evaluate alternative approaches for meeting those needs. • Make recommendations that will help ensure the City's ability to effectively use technology to support its business needs. The scope of the effort encompasses all City Departments except for the Police Department, GARTNERPSA 10/2001 A -1 PROJECT WORK PLAN Gartner's proposed work plan for developing the City of Arcadia's Information Systems Master Plan consists of the phases and steps described below: Phase I. Project Initiation Step 1. Conduct Project Planning Meeting To ensure close project communications from the start, we will conduct a detailed planning meeting with The City's Project Manager and others as appropriate. During this meeting, we will discuss key dates and milestones, identify personnel to be interviewed and resources required, plan project logistics, define project roles and responsibilities, and identify members of the City's Project Organization. We typically recommend a three- tiered client project organization structure: • A Project Manager who is knowledgeable about the City's business and technology operations, and who will be Gartner's primary liaison to the City. • A Project Team comprised of client staff responsible for working together with Gartner on the IT Assessment as it is drafted. • A IT Steering Committee comprised of management personnel responsible for providing oversight and direction. The IT Steering Committee and Project Team should include active supporters from each stakeholder group within the client organization, including business and IT units. During this meeting, we will also review and obtain approval for the project status reporting methodology. We will prepare detailed project status reports every four weeks. In these reports, we typically review accomplishments to date, identify current issues, update the project plan and schedule (if necessary), and review the next steps in the project. In this way, the City's Project Manager will stay apprised of all issues and avoid any "surprises" during the course of the project. Step 2. Develop Detailed Project Work Plan and Schedule We will then develop a detailed project work plan and schedule in MS- Project. This work plan will include a detailed schedule of tasks, completion dates, duration, and resources assigned. In this work plan we will also identify those tasks that will include City staff, such as participating in interviews, gathering data and reviewing draft deliverables. We will provide the Draft Work Plan and Schedule to the City's Project Manager for review. We will use any feedback to finalize the Work Plan and Schedule. Step 3. Conduct Project Initiation Meeting Following the planning meeting, we will conduct a project initiation meeting with City management and key personnel, including the Project Team and Steering Committee. This meeting will consist of a presentation by Gartner Consulting, highlighting Gartner's project methodology, the project team, and key steps. The objective of this session is to receive initial "buy -in" and glean any necessary inputs and information from staff prior to the commencing project activities. City Responsibilities during Phase is • Establish Project Team and Steering Committee • Provide office workspace with office furniture, telephone, analog telephone jack, as well as access to a printer and copier when performing work onsite • Provide facilities for meetings • Facilitate the scheduling of meetings and provide a final list of participants • Review and provide feedback on the Draft Work Plan and Schedule. GARTNERPSA 10/2001 A -2 Gartner Deliverables during Phase I: • MS- Project Work Plan and Schedule • Project Initiation Presentation. Phase II. Data Collection Step 1. Review Relevant Documents During this step, we will request information from the City's Project Manager on the City's business and technology operations and direction. This will include the City's vision statement, mission statement, business goals, objectives and strategies. We will request any existing business or strategic plans along with any Information Technology Strategic Plans. We will also request organization charts, governance documents, sourcing plans, training plans, and any other needed documentation. We expect that the City's Project Manager or Project Team will gather and provide this material. Step 2. Interview Internal Stakeholders We will then conduct interviews with key internal stakeholders, including City executive management, business unit managers, and IT management and staff. During these interviews, we will elicit information regarding the vision for how technology can enable future service delivery, the effectiveness of the current IT governance model and IT organizational structure, future technology needs and other issues. These interviews are intended to elicit a wide variety of input from across the organization. Accordingly, we anticipate conducting individual or small group interviews with representatives from each Department, except Police, for a total of up to 10 interviews. We expect these interviews to last up to 1 hour each. Step 3. Collect IT Governance Information We will then request additional data regarding the City's current IT governance. This information will be used to augment information gathered through the Stakeholder Interviews. We will provide a checklist to the City's Project Manager to use in gathering information about the scope, structure, and process of the following key governance areas: • IT Services • Use Policies (use of e -mail, voice mail, PCs, etc • Architecture • Standards • Security and Privacy Policies • Project Approvals. The matrix below in Figure 3 will be used to summarize the information gathered regarding The City's current IT governance. We will also request any existing documentation on service level agreements between the IS Division and City Departments. GARTNERPSAI O /2001 A -3 Figure 1. IT Governance Checklist Step 4. Collect Data on Applications Key Applications Inventory: We will then ask the City's Project Manager to identify the City's 25 most critical applications. We will provide the Project Manager with a template to use in gathering the following information about these applications: • Name /Acronym • Description • Platform • OS • Language • DBMS • Number of users • Custom /COTS • Mandated • When acquired • Version GIS and other mapping systems should be included as part of the 25 most critical applications. Business Effectiveness of Applications Template: We then will ask representatives from each City department that use these business applications to provide input as to how effective each application is in supporting service delivery. We also will ask for input as to how important it is to improve each application. This will provide clear input from IT users within the City regarding how well key business applications are meeting their needs, and allows the user to identify their priorities for improvement of key applications. We will develop and provide a template that will facilitate capturing of this input. We expect that the City's Project Manager will assist in identifying individuals in each Department that will be responsible for completing the template, and will act as a liaison with these individuals in completing this task. The Project Team may assist in completion of the template for their departments, and also may assist other departments with this step. Step 5. Collect Data on Infrastructure In order to gather information on current and planned infrastructure, we will provide the City's Project Manager and Project Team with "The Bricks" Infrastructure Template. This template is called "The Bricks" because each page of the template is needed to build a technology infrastructure much like individual bricks are needed to build a physical structure. Key categories of Bricks include: • Operating Systems and Hardware • Middleware • Application Development Environment (ADE) Tools • Data Base Management Systems (DBMS) • Network Services • Systems Management • Security • E -mail /Messaging • Workgroup Computing. GARTNPRPSAI O /2001 A -4 We will ask the City's Project Manager and Project Team to complete the "current" portion of the template. All City Departments (except the Police Department) should be represented in the Bricks template, even if they are not represented on the Project Team. This will allow for a complete identification of the City's current and planned infrastructure. Step 6. Collect Data on Projects During this step, we will request that the City's Project Manager provide information regarding the City's current and planned projects; e.g., infrastructure upgrade, GIS implementation /enhancements, etc. Our scope will include the top 25 projects based on project budget. City Responsibilities during Phase II: • Scheduling interviews and handling meeting logistics • Participation in interviews and focus groups • Provide copies of relevant documentation • Complete requested inventories, questionnaires, and templates. Gartner Output during Phase II: • Data Gathering Templates for use by City in collecting data: 1. Key Applications Inventory 2. Business Effectiveness of Key Applications 3. "The Bricks" Infrastructure Inventory 4. Inventory of Key IT Projects Phase III. Current Environment Assessment and Recommendations Step 1. Assess Current IT Environment We then will use the information gathered through the previous steps to assess the City's current IT environment in the areas of IT Governance, IT Organizational Structure, Applications, and Infrastructure. Based on our extensive experience with public sector agencies, we will examine the Department's current environment as compared to public sector industry trends. We also will evaluate the current environment in terms of its ability to support the achievement of the City's stated business and technology directions. Specifically, we will evaluate: 1. Effectiveness of the City's IT Governance, including determining the need for written service level agreements between the IS Division and City Departments. 2. Effectiveness of the City's IT Organizational structure, including the level of centralized vs. decentralized IT staffing. 1 Effectiveness of business applications, including consideration of the following: — Potential improvements in the City's network — Various solutions for linking GIS and other mapping systems to the City's network and — Web - enabling GIS and other mapping systems 4. Effectiveness of current infrastructure, including a discussion of the alternatives available for web - enabling service requests. Step 2. Develop Current Environment Report Based on the assessment completed in the previous step, we will develop a Draft Current Environment Report. This report will include documentation of the current environment, which will be developed through the previous data gathering steps, and our assessment of the environment. We will provide the Draft Current Environment Report, which will be in presentation format, to the City's Project Manager, Project Team and Steering Committee for review. We also will be available to meet with the Project Team and /or Steering Committee to discuss the Draft Report. We will use any feedback to finalize the Current Environment Report. GARTNERPSA 10 /2001 A -5 Step 3. Develop Recommendations We will then evaluate alternative approaches to meeting the City's business needs and develop recommendations for improving the current environment. The recommendations will be based on the final Current Environment Report, and will be focused on helping the City achieve its business and technology goals. We will make recommendations in each of the categories described in Phase II, Step 1 above. Recommendations for infrastructure will be provided in the form of completed "bricks ", which outline the tactical and strategic direction for infrastructure. We will provide the draft recommendations, which will be in presentation format, to the City's Project Manager, Project Team and Steering Committee for review. We would also be available to meet with the Project Team and /or Steering Committee to discuss the draft recommendations. We will use any feedback to finalize the recommendations. City Responsibility during Phase III: • Review and provide feedback on the Draft Current Environment Report • Review and provide feedback on the Draft Recommendations. Gartner Deliverables during Phase III: • Current Environment Report • Recommendations. Phase IV. Prepare Information Systems Master Plan Step 1. Develop Implementation Plan In order to keep within the City's planned budget for this project, we anticipate that City staff will develop the Implementation Plan. The Implementation Plan should be based on the final recommendations and should outline the sequence of key projects, responsibilities, and target dates over the next three years. The implementation plan should provide a clear understanding of the next steps for system improvements. It should also include the estimated timeframes required to implement each component of the proposed improvements. Step 2. Prepare Draft and Final Information Systems Master Plan After the preceding work is completed, we will prepare a Draft Information Systems Master Plan. This report will be a compilation of the work completed during the previous steps, and will contain the following sections: • Executive Summary • Introduction and Methodology • Current Environment (from the Current Environment Report) • Recommendations • Implementation Plan. We will provide the Draft IS Master Plan to the City's Project Manager, Project Team and Steering Committee for review. We also will be available to meet with the Project Team and /or Steering Committee to discuss the Draft Plan. We will use any feedback to Develop the Final IS Master Plan. City Responsibility during Phase IV: • Review and provide feedback on the Draft Implementation Plan • Review and provide feedback on the Draft Information Systems Master Plan. Gartner Deliverables during Phase IV: • Implementation Plan • Information Systems Master Plan. GARTNERPSA 10/2001 A -6 EXHIBIT "B" SCHEDULE OF SERVICES Gartner's proposed work plan for developing the City of Arcadia's Information System Master Plan consists of the phases and steps described below: Phase I. Project Initiation a. Conduct a Project Planning Meeting b. Develop Detailed Project Work Plan and Schedule c. Conduct Project Initiation Meeting Phase II. Data Collection a. Review Relevant Documents b. Interview Internal Stakeholders c. Collect IT Governance Information d. Collect Data on Applications e. Collect Data on Infrastructure f. Collect Data on Projects Phase III. Current Environment Assessment and Recommendations a. Assess Current IT Environment b. Develop Current Environment Report c. Develop Recommendations Phase IV. Prepare Information Systems Master Plan a. Develop Implementation Plan b. Prepare Draft and Final Information Systems Master Plan GARTNERPSA 10/2001 B -1 EXHIBIT "C" COMPENSATION The fee for completion of the City of Arcadia's Information System's Master Plan will be $80,000.00 including expenses. Gartner will submit invoices for payment upon completion and acceptance of the deliverables in each phase. The deliverables -based payment schedule is as follows: Phase /Deliverables Invoice Amount Phase I: $16,000.00 - Detailed Work Plan and Schedule $365.34 - Project Initiation Presentation $302.22 Phase II: $16,000.00 - Data Gathering Templates $176.37 Phase III: $32,000.00 - Current Environment Report - Recommendations Phase IV: $16,000.00 - Implementation Plan - IS Master Plan Total Project Cost $80,000.00 The hourly rates of Gartner's Consulting staff is as follows: Allen McMillen, Vice President: $440.93 Edward Fraga, Vice President: $440.93 Mark Gilbert, Director: $365.34 Christine Wilson, Associate Director: $302.22 Dolores Jacinto, Senior Consultant: $239.36 Kristin Bruun- Andersen, Consultant $176.37 GARTNERPSA 10/2001 C -1 CERTIFIG. -.TE OF LIABILITY IN%'-.*JRANCE DA 11-1-01 ' PRODUCER Marsh Inc 107 Elm Street Stamford CT 06902 Mei Wong (203) 964 -2744 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURED Gartner Group 56 Top Gallant Road P.O. Box 10212 Stamford- CT 06904-2212 INSURED A Zurich American Insurance Compan INSURED B Chubb INSURED C INSURED D INSURED E 1.vvcrcAvc0 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. _.................._............._.... .......... ....................................... ....... ........._._.................................................._ ........ - ...... _ ........................................ _ _ INSR POLICY EFFECTIVE POLICY EXPIR -ATION LTR TYPE OF INSURANCE POLICY NUMBER DATE (MM /DD/YY) DATE (MM /DDIYY) LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE a OCCUR GLO 2983903 -02 6/30/01 6/30/02 EACH OCCURRENCE _ S 1, 000 , 0 00 FIRE DAMAGE (Any one tire) $ 1,000,000 X MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GENRAL AGGREGATE $ 1,000,000 PRODUCTS COMPIOP AGG. $ 1 ,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: LICY PEa LOC OBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTO BAP 2923478 -02 6/30/01 6/30/02 CEa. a c Dt > INGLE LI S ,000,000 BODILY INJURY (Per person) BODILY INJURY (Per accident S JA PROPERTY DAMAGE (Per accident) E LIABILITY ANY AUTO AUTO ONLY- EA. ACCOUNT OTHER THAN EA. ACC AUTO ONLY: AGG S S S B S LIABILITY x OCCUR ❑ DEDUCTIBLE x RETENTION $ 1 0,000 79786039 7/16/99 6/30/02 EACH OCCRENCE $ 1,000,000 AGGREGATE $ 1,000,000 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY p WC 2983904 -02 WC 2983906 -02 WC 2983905 -02 6/30/01 6 /3O /O2 y OTH X T ORY LIMITS -ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE -EACH EMPLOYEE 1,000,000 E.L. DISEASE POLICY LIMIT S ,000,000 $ OTHER DESCRIPTION OF OPERATIONS /LOCATIONSNEHICLES /EXCLUSIONS ADDED ENDORSEMENTS /SPECIAL PROVISIONS See attached CERTIFICATE HOLDER I ! ADDITIONAL INSURED, INSURER LETTER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THIS EXPIRATION City of Arcadia DATE THEREOF, THE ISSUING INSURER WILL ENDEAVER TO MAIL 30 DAYS WRITTEN NOTICE TO Attn: Tracy Hause, Admin Services THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. 240 West Huntington Drive Arcadia, CA 91066 AUTHOR *K 4 Attachment CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YY) PRODUCER Marsh Inc THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE 107 Elm Street CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY Stamford, CT 06902 THE POLICIES BELOW. Mei Wong (203) 964 -2744 INSURERS AFFORDING COVERAGE INSURED INSURED A Zurich American Insurance Compan INSURED B Chubb Gartner Group INSURED C 56 Top Gallant Road INSURED D P.O. Box 10212 INSURED E Stamford, CT 06904 -2212 DESCRIPTION OF The City, A its s directors, s offi , officers, s cials� s employees, agents and volunteers are covered as additional insured with respect to the Work or operations performed by or on behalf of the Insured, including materials, parts or equipment furnished in connection with such work; and with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Insured or for which the Insured is responsible. General and Auto liability coverage is primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Insured's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Insured's insurance and shall not be called upon to contribute with it in any way. Workers' Compensation and Employers Liability Coverage The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Insured. Coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. Any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. CERTIFICATE 0E INSV RANCE,' Certificate Number,. 001Q01 ":. lssue.`t)ae Nouember,7; 21101 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON TE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY Marsh USA Inc. THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE 107 Elm Street 6 " Floor — Company A Letter National Union Fire Insurance Company Stamford, CT 06902 INSURED Company B ❑ CLAIMS MADE ❑ OCCURENCES Letter Gartner, Inc. 56 Top Gallant Road Company C Letter PERSONAL & ADV. INJURY Company D Stamford, CT 06904 Letter Company E Letter EACH OCCURRENCE 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 CONDI'T'IONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO POLICY EFFECTIVE DATE POLICY EXPIRATION Limits I TR TYPE OF INSURANCE POLICY NUMBER (MM /DD/YY) DATE (MM /DD/YY) (IN THOUSANDS) WORKERS' COMPENSATION and EMPLOYERS' LIABILITY OTHER A Professional Liability STATUTORY LIMIT EACH ACCIDENT $ DISEASE — POLICY LIMIT $ DISEASE — EACH EMPLOYEE $ 859-11-01 7/16/99 7/16/03 $25,000,000 per claim DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES /SPECIAL ITEMS City of Arcadia Attn: Tracy Hause, Admin Services 240 West Huntington Drive Arcadia, CA 91066 SHOULD ANY OF THE POLICIES LISTED HEREIN BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE INSURER AFFORDING COVERAGE WILL ENDEAVORE TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENT OR REPRESENTATIVES, OR THE ISSUER OF THE CERTIFICATE. AUIHORIZEDRBPRESBj3tA�.jVE Marsh USA GENERAL LIABILI'T'Y GENERAL AGGREGATE $ ❑ COMMERCIAL GENERAL. LIABILITY PRODUCTS /COMP /OPS. AGG. $ ❑ CLAIMS MADE ❑ OCCURENCES PERSONAL & ADV. INJURY $ ❑ OWNERS' & CONTRACTOR'S PROTECTION ❑ PRODUCTS /COMPLETED OPERATIONS EACH OCCURRENCE $ ❑ BROAD FORM VENDORS FREE DAMAGE $ (Any one fire) Medical Expense $ - (Any one person) AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ ❑ ANY AUTO BODILY INJURY $ ❑ ALL OWNED AUTOS (PER PERSON) BODILY INJURY (PER ACCIDENT) $ [I SCHEDULED AUTOS PROPERTY DAMAGE $ ❑ OWNED AUTOS ❑ NON -OWNED AUTOS ❑GARAGE LIABILITY EXCESS LIABILITY EACH OCCURRENCE $ ❑ UMBRELLA FORM AGGREGATE $ ❑ OTHER THAN UMBRELLA FORM WORKERS' COMPENSATION and EMPLOYERS' LIABILITY OTHER A Professional Liability STATUTORY LIMIT EACH ACCIDENT $ DISEASE — POLICY LIMIT $ DISEASE — EACH EMPLOYEE $ 859-11-01 7/16/99 7/16/03 $25,000,000 per claim DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES /SPECIAL ITEMS City of Arcadia Attn: Tracy Hause, Admin Services 240 West Huntington Drive Arcadia, CA 91066 SHOULD ANY OF THE POLICIES LISTED HEREIN BE CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE INSURER AFFORDING COVERAGE WILL ENDEAVORE TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENT OR REPRESENTATIVES, OR THE ISSUER OF THE CERTIFICATE. AUIHORIZEDRBPRESBj3tA�.jVE Marsh USA