HomeMy WebLinkAboutNorth Star Consulting Inc; 2025-03-11; HR2503HR2503
City Attorney Approved Version 5/22/2024
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AGREEMENT FOR EMPLOYEE ACADEMY SERVICES
NORTHSTAR CONSULTING, INC.
THIS AGREEMENT is made and entered into as of the ________ day of __________, 2025, by and
between the City of Carlsbad, California, a municipal corporation ("City") and North Star Consulting, Inc.,
an S-Corporation ("Contractor").
RECITALS
A. City requires the professional services of a consultant that is experienced in developing
and delivering customized employee academies.
B. Contractor has the necessary experience in providing professional services and advice
related to employee academies.
C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to
perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein,
City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that
are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
2. STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3. TERM
The term of this Agreement will be effective for a period of five (5) years from the date first above written.
4. TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5. COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term shall not exceed
forty-five thousand dollars ($45,000) per Agreement year. No other compensation for the Services will be
allowed except for items covered by subsequent amendments to this Agreement.
Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." Contractor shall
invoice City weekly and City shall remit payment to Contractor within thirty (30) days of receipt of invoice.
City agrees to pay any sales, use, excise or similar taxes applicable to the Services provided for hereunder.
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
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Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys’ fees arising out of the performance of the work
described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of
them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then,
and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein,
Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to
the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a
final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the
cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.
The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or
on behalf of an injured employee under the City’s self-administered workers’ compensation is included as
a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or
early termination of this Agreement.
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10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Professional medical malpractice liability appropriate to
Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained
for a period of five years following the date of completion of the work.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
10.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
10.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
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10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and
certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Emily Guinaugh Name Jennifer Coyle
Title Sr Human Resources Officer Title President
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Dept Human Resources Address 18120 SW 87 Court
CITY OF CARLSBAD PALMETTO BAY, FL 33157
Address 1635 Faraday Ave Phone 305-389-4786
Carlsbad CA 92008 Email jcoyle@northstarconsulting.com
Phone 760-621-1222
emily.guinaugh@carlsbadca.gov
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
16. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or
interests as required in the City of Carlsbad Conflict of Interest Code.
Yes ☐ No ☒
If yes, list the contact information below for all individuals required to file:
Name Email Phone Number
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
18. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
19. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
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20. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
21. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has five (5) business days to deliver any documents owned by City and all work in progress to
City address contained in this Agreement. City will make a determination of fact based upon the work
product delivered to City and of the percentage of work that Contractor has performed which is usable
and of worth to City in having the Agreement completed. Based upon that finding City will determine the
final payment of the Agreement.
City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor
may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
22. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
23. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this
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Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
24. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California. Any action at
law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for
by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of
California, and the parties waive all provisions of law providing for a change of venue in these proceedings
to any other county.
25. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
26. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
27. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of
the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement
may be executed in counterparts.
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28. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
Executed by Contractor this___________ day of _______________________, 20____.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California North Star Consulting, Inc., an S-Corporation
By: By:
(sign here) Judy Von Kalinowski
Human Resources Director
Jennifer Coyle, President
jcoyle@northstarconsultinginc.com
(print name/title)
ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Deputy City Clerk
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a
corporation, Agreement must be signed by one corporate officer from each of the following two groups.
Group A Group B
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
Deputy / Assistant City Attorney
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EXHIBIT A
SCOPE OF SERVICES AND FEE
Under the direction of the Human Resources (HR) Director or designee, Contractor will assist
with development and delivery of City’s internal employee academies on an as needed basis.
Fees
Following is a breakdown of costs by type of service for each of the five years in the Agreement.
Service Year 1 Year 2 Year 3 Year 4 Year 5
Participation as an
academy trainer
$2675/half day
$5250/full day
$2850/half day
$5600/full day
$3025/half day
$5875/full day
$3225/half day
$6225/full day
$3390/half day
$5525/full day
Planning/development
of academy curriculum
$165/hour
$180/hour
$195/hour
$210/hour
$220/hour
Direct costs, such as production (e.g., printing/copying) of materials and handouts, will be billed
at cost and are not included in the delivery or hourly rate.
Actual travel costs will be billed based on City’s pre-approval of travel and costs associated.
Invoices
Invoices will be sent monthly and include itemized costs per service and a brief description of
the service. Invoices will be emailed to emily.bruce@carlsbadca.gov. Except as to any costs
that are disputed by the City, City will use its best efforts to cause Contractor to be paid within
thirty (30) days of receipt of Contractor’s invoice.
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WAIVER REQUEST FORM
FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S)
Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the
requirement(s).
Requested by:
(Name and Department) (Date)
Proposed modification(s) to the __________________ requirement(s) for
(Type of insurance) (Name of contract)
Reduce coverage to the amount of: $ .
Waive coverage
Other:
FACTOR(S) IN SUPPORT OF MODIFICATION(S)
(check those that apply)
Significance of Contractor: Contractor has previous experience with the City that is important to the
efficiency of completing the scope of work and the quality of the work-product. [explain]
Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain:
include number of candidates RFP sent to and number responded if applicable]
Contract Amount/Term of Contract: $ . Work will be completed over a period of .
Professional Liability coverage is not available to this contractor or would increase the cost of the contract by
$ [explain].
Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure
control mechanisms, and any other information pertinent to your request):
Approved by Risk Manager for this contract only:
(Signature) (Date)
H:\WORD\Insurance\Admin Order #68.doc
Debbie Porter 2/27/2025
Auto and Workers Comp Northstar Consulting Inc.
Training services have minimal liability.
Minimal exposure/risk for these types of insurance. Contractor is a sole proprietor and has her own auto insurance.
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Coverage No 81734
CERTIFICATE OF INSURANCE EFFECTED WITH CERTAIN UNDERWRITERS AT LLOYD'S, LONDON FOR THE MEMBERS OF THE MASTER
POLICYHOLDER
PROFESSIONAL LIABILITY, GENERAL LIABILITY AND ADVERTISING LIABILITY CLAIMS MADE AND REPORTED INSURANCE
This Certificate of Insurance is issued as a Notice of Insurance for information only. It does not constitute a legal contract of
insurance. The Master Policy, Declarations and Application of the Named Insured, if any, form the entire contract. This Certificate
is furnished in accordance with, and in all respects is subject to all terms, conditions and exclusions of the Master Policy, a copy
of which is attached hereto. The original Master Policy may be inspected at the offices of the Master Policyholder.
This Certificate is to notify the member named below (the "Named Insured") that the following insurance has been effected with
certain Underwriters at Lloyd's, London (not incorporated) (the "Underwriters") for the Policy Period specified below under the
Master Policy (the "Master Policy") issued to the Master Policyholder.
The attached Master Policy provides coverage on a claims made and reported basis and apply only to Claims first made against
the Insured during the Policy Period or the Extended Reporting Period (if applicable) and reported to underwriters during the
Policy Period or otherwise provided in clause VIII. of the attached Master Policy.
Coverage Reference No: 81734
1.Named Insured:
Ms Jennifer Coyle
North Star Consulting, Inc.
18120 SW 87th Court, Palmetto Bay, FL 33157, US.
Additional Insureds:
City of Vista, CA
200 Civic Center Drive Vista, CA 92084 CA 92084
Western Municipal Water District
14205 Meridian Pkwy Riverside CA 92518
City of San Marcos, CA
1 Civic Center Dr. San Marcos CA 92069
City of Laguna Beach, CA
505 Forest Ave Laguna Beach CA 92651
City of Diamond Bar, CA
21810 Copley Dr Diamond Bar CA 91765
City of Carlsbad
1635 Faraday Ave Carlsbad CA 92008
City of West Hollywood
8300 Santa Monica Blvd West Hollywood CA 90069
Altadena Libraries District
600 E Mariposa St. Altadena CA 91001
East Valley Water District
31111 Greenspot Rd. Highland CA 92346
Orange County Sanitation District
10844 Ellis Ave. Fountain Valley CA 92708
2.Master Policyholder: Westminster Group, Inc
c/o 724 Boardman-Poland Rd Boardman, OH 44512
Master Policy Number: B0572MR25WI23
3.Policy Period: The Policy Period shall commence during the Policy Period set forth below. Coverage shall commence
from the date upon which the Named Insured holds a valid membership with the Master Policyholder during the Policy
Period and shall continue up to but not exceeding 365 days in all.
From:23RD FEBRUARY 2025
To:23RD FEBRUARY 2026
Both dates at 12:01 a.m Local Time at the address stated in Item 1 above.
4.Policy Administrator:
Huntington Insurance Inc
724 Boardman-Poland Rd
Boardman, OH 44512
ProgramServices@Huntington.com
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5.Limits of Liability:
1.Professional Liability Section
Limit of Liability for Insuring Agreement I.A.1., (Professional Liability)
a.Each Claim including Claims Expenses
But sublimited to:
$2,000,000
i.Sexual/Physical Misconduct Each Claim
including Claims Expenses
$25,000
b.Aggregate including Claims Expenses
But sublimited to:
$4,000,000
i.Sexual/Physical Misconduct Aggregate
including Claims Expenses
$75,000
2.General Liability Section
Limit of Liability for Insuring Agreement I.A.2., (General Liability and Advertising Liability), and
Insuring Agreement I.A.3., (Fire Legal Liability)
a.Each Claim including Claims Expenses
But sublimited to:
$1,000,000
i.Fire Legal Liability (Insuring Agreement I.A.3.)
each Claim including Claims Expenses
$100,000
b.Aggregate including Claims Expenses $3,000,000
3.Products/Completed Operations Section
Limit of Liability for Insuring Agreement I.A.4., (Products/Completed Operations Liability),
a.Each Claim including Claims Expenses $0
b.Aggregate including Claims Expenses $0
4.Computer Information Security Liability Section
Limit of Liability for Insuring Agreement I.A.5., (Computer Information Security Liability),
a.Each Claim including Claims Expenses $0
b.Aggregate including Claims Expenses $0
5.Privacy Liability Section
Limit of Liability for Insuring Agreement I.A.6., (Privacy Liability),
a.Each Claim including Claims Expenses $0
b.Aggregate including Claims Expenses
But sublimited to:
i.Aggregate for the Policy Period for all Privacy Violation costs
covered under Insuring Agreement I.A.6.
$0
6.Policy Aggregate Limit of Liability
The Limits of Liability stated under 1, 2, 3, 4 and 5 above are part of, and not in addition to, the overall
Policy Aggregate Limit of Liability stated under this Section 6.
$4,000,000
The Limits of Liability under Item 5. shall apply separately to each Section. Under no circumstances shall any one Claim
trigger multiple sections.
6.Retroactive Dates: Professional Liability: 1ST JANUARY 2020
General Liability: 1ST FEBRUARY 2022
7.Terrorism Coverage: No
8.Waiver of Subrogation: No
9.Territory: Worldwide
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10.Notification under this
Policy:
Huntington Insurance Inc
Michael Dercoli, CPCU, CIC
Senior Sales Executive
724 Boardman-Poland Rd
Boardman, OH, 44512
Tel: 866-318-5028
Fax: 877-243-0712
Email: ProgramServices@Huntington.com
11.Notice of Claim or
Circumstances:
Claims Department
Beazley Group
30 Batterson Park Road,
Farmington CT 06032
Email: uspeclaims@beazley.com
Tel: 888-222-1123 Fax: 866-910-1397
When reporting a claim please provide Program Name (WG US) and Master Policy
Number B0572MR25WI23
The Master Policy contains the following exclusions:
1. Exclusions applicable to Insuring Agreement I.A.1 (Professional Liability)
a.Bodily Injury, Property Damage or Advertising Liability, except with respect to Bodily Injury arising out of
any negligent act, error or omission of any Insured in rendering or failing to render Professional Services.
b.Criminal, dishonest, fraudulent or malicious acts, error or omissions.
c.Contractual liability
d.Claims based upon an express or implied warranty or guarantee, or breach of contract in respect of an agreement
to perform work for a fee
e.Insured's activities as a trustee, partner, officer, director or employee of any trust, charitable organization,
corporations, company or business other than that of the Named Insured
f.Financial or investment advice
g.Libel or slander
i.No valid license for the performance of Professional Services
j.Rendering or failing to render Professional Services to Professional Athletes
2. Exclusions applicable to Insuring Agreement I.A.2 (General Liability and Advertising Liability) and Insuring
Agreement I.A.3 (Fire Legal Liability).
Docusign Envelope ID: 1204E74A-38A4-42B4-971C-84BD171AEC65
Coverage No 81734
a.Claims arising out of the rendering or failing to render Professional Services;
b.Use of force expected or intended from the standpoint of the Insured;
c.Ownership, maintenance, operation, use, loading or unloading of any Automobile, aircraft or watercraft.
d.Transportation of Mobile Equipment by any Automobile;
e.Alcoholic beverages;
f.Personal Injury to any Employee;
g.Property Damage to property owned, rented or temporarily occupied by the Insured, personal property in the
care, custody and control of the Insured;
h.Recall
i.Claims against or in connection with any business enterprise not named in the Declarations which is owned by the
Insured or in which any Insured is a trustee, partner, officer, director or employee
j.Employee Retirement Income Security Act 1974 and amendments
k.Claim or circumstance in respect of which any Insured has given notice to any insurer of any other policy or self-
insurance prior to the inception date
l.Claim or circumstance known to the Insured prior to the inception date
m.Acts, error, omissions or Accidents which first took place prior to the Retroactive Date
n.Discrimination
o.Insolvency or Bankruptcy of the Insured
p.Punitive and exemplary damages, fines, sanctions, taxes, costs or expenses
q.Employer-employee relations, policies, practices, acts or omissions.
r.Violation of Securities Acts, of Racketeer Influenced and Corrupt Organizations Act
s.Anti-trust
t.Regulatory actions
u.Plagiarism, misappropriation of likeness, infringement of any intellectual property right, including patent,
trademark, trade secret, trade dress and copyright; unless covered under Insuring Agreement I.A.2.
v.Product Liability
w.Pharmacy services
x.Manufacture, handling sale or distribution of Phenylpropanolamine, Phenylpropanolamine Hydrochloride, PPA or
any product or drug containing any of these substances
y.Asbestos, Mould, Electromagnetic Field or Radiation, Pollution.
z.Insured vs Insured
aa.HIV, AIDS, hepatitis or any other infectious disease or any complex or syndrome related.
PLEASE NOTE THIS IS NOT AN EXHAUSTIVE LIST OF THE EXCLUSIONS AND
YOU SHOULD READ THE MASTER POLICY FOR FULL DETAILS.
The underwriters shall have the right and duty to defend any Claim against the Insured seeking Damages. Underwriters
will pay Claims Expenses with respect to any Claim seeking Damages which are payable under the terms of the Master
Policy. Claims Expenses shall reduce and may exhaust the Limits of Liability.
If any payment is made under the Master Policy and there is available to the Underwriters any of the Insured's rights of
recovery against any other party, then the Underwriters shall maintain all such rights of recovery. The Insured shall
execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The Insured shall do
nothing after an incident or event giving rise to a Claim to prejudice such rights.
By acceptance of the attached Master Policy, all Insureds agree that the statements contained in the Application are
their agreements and representations, that they shall be deemed material to the risk assumed by the Underwriters, and
that the Master Policy is issued in reliance upon the truth thereof.
NO ADMISSION OF LIABILITY, ASSUMPTION OF OBLIGATION OR PROMISE TO PAY EITHER EXPRESS OR
IMPLIED MAY BE MADE EITHER VERBALLY OR IN WRITING.
IF THE INSURED RECEIVES ANY NOTICE OF A CLAIM OR IS AWARE OF A CIRCUMSTANCE WHICH MAY RESULT
IN A CLAIM FULL DETAILS OF THE CLAIM, CIRCUMSTANCE OR INCIDENT SHOULD BE SENT IMMEDIATELY IN
WRITING BY EMAIL OR LETTER (INCLUDING THE INSURED MEMBERSHIP NUMBER) TO THE ADDRESS STATED IN
ITEM 10 OF THIS CERTIFICATE OF INSURANCE.
NOTE: THE MASTER POLICY APPLIES IN EXCESS OF ANY OTHER VALID AND COLLECTIBLE INSURANCE
AVAILABLE TO ANY INSURED.
THE INSURANCE HEREBY EVIDENCED IS WRITTEN BY AN APPROVED NON-LICENSED INSURER IN THE STATE OF
OHIO AND IS NOT COVERED IN CASE OF INSOLVENCY BY THE OHIO INSURANCE GUARANTY ASSOCIATION.
Docusign Envelope ID: 1204E74A-38A4-42B4-971C-84BD171AEC65