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HomeMy WebLinkAboutA7212 - GIBBS GIDEN LOCHER TURNER SENET & WITTBRODT, LLP - LEGAL SVCS FOR CONSTRUCTION LAW PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIOn�SERVICES AGREEMENT (the "Agreement") is made and entered into as of this IV" day of Sepn er,2018, by and between the CITY OF PALM SPRINGS, a California charter city and municipal law corporation ("City"), and GIBBS GIDEN LOCHER TURNER SENET& WITTBRODT, LLP, a California limited liability law partnership, (hereinafter"Firm"). RECITALS A. The City of Palm Springs, pursuant to its authority under the City Charter and all applicable law, acting by and through the City Manager, desires to contract with Firm to provide legal services for the City, on an on-going basis, as may be requested or required by the City Attorney or City Council, including without limitation special legal counsel in connection with disputes that have arisen with the general contractor and subcontractors for the Police Department Remodel Project as well as"general counsel" advice on a day-to-day basis relating to public bidding, contracting, course of construction issues, and related services. B. Firm is qualified to, and desires to perform the foregoing professional services as necessary for the support of the City Attorney and the City Council. C. City and Firm wish to provide for the terms and conditions of retaining and employing Firm to provide legal services as set forth herein. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows: AGREEMENT 1. Retention of Firm, Identification of Individual Leeal Counsel City hereby retains and employs Firm to provide legal services as may be requested or required in support of the City Attorney or the City Council. However, City and Firm understand and agree that Barbara Gadbois will serve as Firm's liaison to the City Attorney regarding all services hereunder.Services hereunder shall include but are not necessarily limited to special legal counsel services in connection with the general contractor for the Police Department remodel project n_o��an mow -.not4o y cxcead w4nt fi, Rio_thousand-d011ar"$21,OCOL-and-general-co,nsel advice relating to public bidding,contracting,course of construction issues and related services in an amount not to exceed seventy five thousand dollars($75,000), in a total amount not to exceed one hundred thousand dollars($100,000). 2. Independent Contractor. Firm and any attorneys or other persons employed by Firm,shall at all times be considered an independent contractor and not an employee of the City and not entitled to any benefits of the City's employees. Except to the extent provided herein, the City and its employees shall not have any control over the conduct of Firm, 20958961 ANAXOl lAGREEMEN 3. Fees,Costs,and Expenses. 3.1 City agrees to pay Firm at the rates set forth in Exhibit"A,"which is attached hereto and is incorporated herein by reference. 3.2 City agrees to pay out-of-pocket costs and expenses associated with Firm's work pursuant to Exhibit "A." 4. Statements/Task-Billing. Firm shall prepare and present to City detailed monthly statements for professional and other services rendered to City for the month preceding the statement, indicating each task performed by Firm. City shall pay the statements within thirty (30) days of receipt of the same. Firm shall update City, upon request, regarding the status of Firm's billings. 5. Insurance and indemnification. 5.1. Firm shall carry Professional Liability/Errors and Omissions insurances in an amount not less than one million dollars ($1,000,000.00) per occurrence and ($2,000,000.00) in aggregate. All insurance coverage shall be provided by an insurance company with a rating of A-, VII or greater in the latest edition of Best's Insurance Guide and authorized to do business in the State of California. Such policies shall not be canceled or materially changed absent thirty (30) days' prior written notice to the City. With respect to Professional Liability/Errors and Omissions insurance, Firm agrees to maintain such insurance for at least three (3) years after termination of this Agreement as long as such insurance is reasonably available on the market. 5.2. Firm agrees to indemnify, defend and hold harmless, the City, its City Council, officers, agents and employees from and against and claim, demands, damages, injury or judgment which arises out the negligent performance or willful misconduct of Firm in performing under this Agreement. 6. Term and Termination. The term of this Agreement shall continue until terminated by either party. Firm shall serve under the terms of this Agreement at the pleasure of City, and by a majority vote of the City Council, City hereby reserves the right to terminate this orrten-(10)-days-writte"otice- ofirm-far any reason-or-to-require substitute attorney personnel. In the event that Firm's services are terminated, all unpaid charges shall be due and payable to Firm for work actually performed up to the time of termination and for any other work Firm completes at the direction of the City. Firm may terminate this Agreement with or without cause upon ninety (90) days written notice to the City. 7. Notice. Any notices required by this Agreement shall be given by personal service or by delivery of such notice by first-class mail, postage prepaid. Such notices shall be addressed to each party at the address listed below. Either party may change the information in such notice upon written notice as provided herein. 2 2095896 1 City: Firm: City of Palm Springs Gibbs Giden Locher Turner Senet& Wittbrodt LLP 3200 E.Tahquitz Canyon Way 1880 Century Park East, 12th Floor Palm Springs, CA 92263-2743 Los Angeles, CA 90067 Attn: City Attorney Attn: Barbara R.Gadbois, Partner Phone: 760.323.8205 Phone: (310) 734-3311 8. City Officers and Employees; Non-Discrimination. 8.1 No officer or employee of the City shall be personally liable to the Firm, or any successor-in-interest, in the event of any default or breach by the City or for any amount which may become due to Firm or to its successor, or for breach of any obligation of the terms of this Agreement. 8.2 Firm acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement nor shall Firm enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one year thereafter. Firm warrants that Firm has not paid or given,and will not pay or give,any third party any money or other consideration in exchange for obtaining this Agreement. 8.3 In connection with its performance under this Agreement, Firm shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity,gender expression,physical or mental disability,or medical condition (each a"prohibited basis"). Firm shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City's lawful capacity to enter this Agreement, Firm shall certify that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Firm activity, including but not limited to the following: employment, upgrading,demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation;and selection for training,including apprenticeship; and further,that Firm is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 9. Conflicts of Interest. Firm represents that it presently has no interest and shall not acquire any interest, direct or indirect, in any legal representation which is in conflict with the legal services to be provided the City under this Agreement,except with the City's express written consent and in the City's sole discretion. Firm represents that no City employee or official has a material financial interest in Firm. During the term of this Agreement and/or as a result of being awarded this contract, Firm shall not offer, encourage or accept any financial interest in Firm's business from any City employee or official. 3 2095896.) 10. Files. All legal files of Firm pertaining to the City shall be and remain the property of City. Firm shall control the physical location of such legal files in a secure and accessible location during the term of this Agreement and be entitled to retain copies of such files,at Firm's expense, upon termination of this Agreement. City agree that the Firm may, in its discretion, maintain all or part of the City's client file in electronic format.The Firm may store part or all of City documents using secure cloud storage services. If so, the Firm will apply all reasonable methods to maintain the confidentiality of City files,just as it does for City's non-digital information. City data will be password protected and encrypted using currently available technology. The City may obtain information from its files by written request to the Firm. 11. Modifications to the Agreement. Unless otherwise provided for in this Agreement, modifications relating to the nature, extent or duration of Firm's professional services to be rendered hereunder shall require the written approval of the parties. Any such written approval shall be deemed to be a supplement to this Agreement and shall specify any changes in the Scope of Services and the agreed-upon billing rate to be charged by Firm and paid by the City. 12. Assignment and Delegation, This Agreement contemplates the personal professional services of Firm and it shall not be assigned or delegated without the prior written consent of the City. Firm shall supervise delegated work, except where precluded from doing so by virtue of a conflict of interest and where otherwise agreed to by the parties hereto. 13. Legal Construction. 13.1 This Agreement is made and entered into in the State of California and shall, in all respects, be interpreted, enforced and governed under the laws of the State of California. 13.2 This Agreement shall be construed without regard to the identity of the persons who drafted its various provisions. Each and every provision of this Agreement shall be construed as though each of the parties participated equally in the drafting of same, and any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. 13.3 The article and section, captions and headings herein have been inserted for convenience only, and shall not be considered or referred to in resolving questions of interpretation or construction. 13.4 Whenever in this Agreement the context may so require, the masculine gender shall be deemed to refer to and include the feminine and neuter, and the singular shall refer to and include the plural. 15. Entire Agreement. This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof,and contains all covenants and agreements between the parties with respect to such matter. 4 2095896.1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date indicated in the preamble to this Agreement and represent that they are authorized to bind their respective parties. ATTEST: CITY OF PALM SPRINGS f By: \ By.L,A / nthony ejia, David H. Ready, City Cle City Manager APPROVED AS TO FORM: APPROVED BY CITY COUNCIL T�r14 -1.N. 70 I�1aia Edward Z. Kotkin City Attorney GIBBSGIDENLOCHERT NERSENET& WITTBRODT, LLP / ..` By: Signature l Printed Name 5 2095896A EXHIBIT"A" GIBBS GIDEN LOCHER TURNER SENET&WITTBRODT LLP Rates and Billing Practices 1. Rates: Effective September 1, 2018, the hourly rates for legal personnel on this matter are as follows: Partners $ 325.00/hour Associate Attorneys (5t"year and up) $ 250.00/hour Junior Associate Attorneys (up to four [4] years) $ 200.00/hour Paralegals/Law Clerks $ 150.00/hour Billing Practices:Time is charged in minimum units of one-tenth (. 1) of an hour. The time charged will include the time spent on telephone calls relatingto City's matter,including calls with City, witnesses, opposing counsel, court personnel, state filing agencies, vendors, and other necessary telephone calls. The legal personnel assigned to City's matter may confer among themselves about the matter, as required and appropriate. When they do confer, only one person will charge for the time expended. Likewise, if more than one of the legal personnel attends a meeting, court hearing, or other proceeding, only one attorney will charge for the time spent. Firm will charge for waiting time in court and elsewhere and for travel time, both local and out of town. 2. Costs and Other Charges: (a) Firm may incur various costs and expenses in performing legal services under this Agreement. City agrees to pay for all costs, disbursements,and expenses in addition to the hourly fees.The costs and expenses commonly include, service of process charges,filing fees, court and deposition reporters'fees, jury fees, notary fees, deposition costs, conference call service charges, messenger and other delivery fees, postage, photocopying and other reproduction costs, travel costs including parking, mileage, transportation, meals and hotel costs, investigation expenses, consultants' fees, expert witness, professional, mediator, arbitrator and/or special master fees, and other similar items. Except for the items listed below, all costs and expenses will be charged at Firm's cost. • In-office photocopying: $0.10/page • Mileage: Per IRS Mileage Rates, currently $0.545/mile (b) Out of town travel. Client agrees to pay transportation, meals, lodging and all other costs of any necessary out-of-town travel by Firm's personnel. (c) Experts, Consultants and Investigators. To aid in the preparation or presentation of City's matter, it may become necessary to hire expert witnesses, consultants or investigators. City agrees to pay such fees and charges. Firm will select any expert witnesses,consultants or investigators to be hired, and City will be informed of and have the opportunity to consent to persons chosen and their charges. (d) Other Fees. City understands that if any matter proceeds to court action or arbitration, City may be required to pay fees and/or costs to other parties in the action. Any such payment will be entirely the responsibility of City. 2095896A ­--ee"N GIBBGID-01 KMALDONADO k.--- CERTIFICATE OF LIABILITY INSURANCE DATE 010412 0 1 8 �� lo/oa2o16 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and Conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER License#0757776 C NTACT Catherine Buysse HUB International Insurance Services Inc. "ONri No, (877)825.2681 PAX, PO Box 5345 No):(951)231-2572 Riverside,CA 92517 E-MAIL .cal.cpu@hubintern2t!onal.com hubinternational.com INSURE INS)AFFORDING COVERAGE NAIC N INSURER A:Massachusetts Bay Insurance Company 22306 INSURED INSURER B:Hanover Insurance Company 22292 Gibbs Giden Locher Tumor Senet d Wittbrodt LLP INSURER c:Citizens Insurance Company of America 31534 1880 Century Park East,12th Floor INSURER D:Evanston Insurance Company 35378 Los Angeles,CA 90067 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 001 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 HEREI N IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER INSO MD POLICY NUMBER POLICY EFF POLICY EXP EL LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE �OCCUR D3A34124004 0612312018 0612312019 DAMAGE TO RENTED PREMISES Ea oovurI $ 1,000,000 MED EXP(Any one rson) $ 10,000 PERSONAL B ADV INJURY $ 1'000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X JECT LOC 2,000,000POLICY PRO- OTHER: $ A AUTOMOBILE LIABILITY CO ME NEDSINGLE LIMIT $ 1,000,000 ANY AUTO D3A34124004 0612312018 0612312019 BODILY INJURY Per arson $ OAMED SCHEDULED AUTOS ONLY AUTO�OOSyy� BODILY INJURY Per accident $ X AUTOS ONLY X AUOTOS ONLB PROPER acutlent MADE $ $ B X UMBRELLA LAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS LAB CLAIMS-MADE UH3A34124104 0612312018 0612312019 AGGREGATE $ DED I X RETENTION$ 0 Aggregate IS 5,000,000 C WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY T TE ER YIN B3A34126904 0612312018 0612312019 1,000,000 ANYPROPRIETORIPARTNERrEXECUTIVE NIA EL EACH ACCIDENT $ We Ien awry adry M REXCLUDEO? 1,000,000 n I E.L.DISEASE-EA EMPLOYE 8 t yes.describe under 1,D00,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 8 D E&O Prof Liability LA809616 0612312018 06123/2019 Deductible$50,000 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES ACORD 101,Additional Remarks Schedule,may W attached more apace Is required) Re:Professional Services for the City of Palm firings Revised 10/4/2018-This certificate rescinds and supersedes any and all prior Certificates issued on behalf of the Named Insured. 30 Day Notice of Cancellation applies with regard to the Professional Liability policy,when required by written contract per the attached endorsement to follow from carrier. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE CI of Palm S THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Springs s 9 ACCORDANCE WITH THE POLICY PROVISIONS. Attn: City Attorney 3200 E.Tahqultz Canyon Way Palm Springs,CA 92263-2743 AUTHORIZED REPRESENTATIVE F7'";usd 'C�C— ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD GIBBGID-01 CBUYSSE ,4coizo° CERTIFICATE OF LIABILITY INSURANCE DATE IMM,DDMYYI 14� 11/07/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#0757776 CRNTACT Cathy Buysse NAME: HUB International Insurance Services Inc. PHONE FAX PO Box 5345 AMc N0,Extt-(951)788-8500 �,No):(951)788-8502 Riverside,CA 92517 F4' AI _ ___---..- ___ INSURER(SI AFFORDING COVERAGE_..__-_ NAIC#. _ _ __-_____ ___ INSURER A:Massachusetts Bay Insurance Company 22306 INSURED INSURERS_Hanover_Insurance Company _ 122292 Gibbs Giden Locher Turner Senet&Wiftbrodt LLP _INSURER.C:Citizens Insurance Company of America II31534 1880 Century Park East,12th Floor INSURER D Evanston Insurance____ __Company__ _ _ __ __ 3_537_8_ Los Angeles,CA 90067 - - - INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 002 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 WTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECTTO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OFINSURANCE ADDL3UBR INSOPOLICY NUMBER POLICY EFF POLICY EXP LIMITS LTRA 'I X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 OBl2312019 DAMAGE TO RENTED1,000,000 CLAIMS MADE X OCCUR ZD3A34124004 06123/2018 P RS Pl(B eru V $ . 2 0 10 000 LA 00 _ AGATE LIMITAPPLIES PER. GENERAL AGGREGATE i,$ _ ' '_ _ 00 GEN LAGGRE o � _ X POLICY FI JEL'T LOG P�UCTS COMPIOP AGG $ 2,000,000 OTHER. $ ({ ,, COMBINED SINGLE LIMIT 1,000,000 AUTOMOBILE LIABILITY _(Fa agEOent) $ ANY AUTO _ ZI)3A34124004 01/23120111 06121120111 BODILY INJURY Par arson $ _ OWNED ( SCHEDULED AUTOS ONLY ( AUTOS SSWN BODILY INJURY_jPe�ac denI) $ X AIRS ONLY X. AUO OS ONL� PROPERTY OAMAGE (Per acadenll $ B X UMBRELLA LIAB X OCCUR I EACH OCCURRENCE $ 5 000'000 EXCESS I CLAIMS-MADE UH3A34124104 06/23/2018 06/23/2019 AGGREGATE $ 5 000'000 DED _ XRETENTION$L_ C WORKERS COMPENSATION X i PER OTH- ANDEMPLOYERS'LIABILITY YIN _STATUTE.. ER- WB3A34125904 06123/2018 O6/2312019 1,000,000 ANY EMPLOETOR/PARTNER/E%ECUTIVE E L EACH ACCIDENT $ QQF�FICER/MF<Mg�REXCLUDED' Y NIA' -- ---- (MandatorymNH) �. 1,000,000 I E__L DISEASE-E_A__EMPLOYEE $ _ Use,ds.cr be under —� 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I $ D E&O Prof Liability ILA809616 06123/2018 06123/2019 Deductible$50,000 I 5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remark;Schedule,me/be atteched ff more space is required) Re:Professional Services for the City of Palm Springs Revised 1110512018-This certificate rescinds and supersedes any and all prior certificates Issued on behalf of the Named Insured. 30 Day Notice of Cancellation applies with regard to the Professional Liability policy,when required by written contract per the attached endorsement form Manuscript-1. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Palm Springs THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: City Attorney 3200 E.Tahquitz Canyon Way Palm Springs,CA 92263-2743 AUTHORIZED REPRESENTATIVE ACORD 25(2016103) ©1988-2015 ACORD CORPORATION. All Fights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: LA809616 EVANSTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SPECIAL NOTICE OF CANCELLATION This endorsement modifies insurance provided under the following: LAWYERS PROFESSIONAL LIABILITY INSURANCE In consideration of the premium paid, it is hereby understood and agreed that the Company will give thirty (30) day's advance notification of the Company's intent to cancel the Policy by giving such notification to: City of Palm Springs 3200 E. Tahquitz Canyon Way Palm Springs, CA 92263-2743 Attn: City Attorney provided that the Named Insured is also obligated by valid written contract to give written notification of such cancellation. If such cancellation is due to nonpayment of premium and/or deductible, ten (10) days written notification will be given. The Company will endeavor to give such notification of cancellation to the person(s) or entity(es) listed above by e-mail, but in any event notification shall be given by U.S. post, regular delivery. This advance notification of a pending cancellation of coverage is intended as a courtesy only. The Company's failure to provide such notification will neither extend the policy cancellation nor negate cancellation of the policy; nor will this failure result in any obligation or liability of any kind upon the Company, or its employees, agents and/or representatives. This endorsement does not affect in any way coverage provided under this policy, nor the cancellation of this policy or the effective date thereof. All other terms and conditions remain unchanged. Manuscript-1 Page 1 of 1