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HomeMy WebLinkAboutYoung Sterling Consulting, LLC; 2025-03-11; HR2502HR2502 City Attorney Approved Version 5/22/2024 Page 1 AGREEMENT FOR TRAINING AND ORGANIZATIONAL DEVELOPMENT SERVICES YOUNG STERLING CONSULTING, LLC 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 Young Sterling Consulting, LLC ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in training employees and providing other organizational development services. B. Contractor has the necessary experience in providing professional services and advice related to employee development and organizational development. 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 Docusign Envelope ID: 2836730C-02A2-4DB3-80D6-58F943002F9B 11th March HR2502 City Attorney Approved Version 5/22/2024 Page 2 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. Docusign Envelope ID: 2836730C-02A2-4DB3-80D6-58F943002F9B HR2502 City Attorney Approved Version 5/22/2024 Page 3 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.” Docusign Envelope ID: 2836730C-02A2-4DB3-80D6-58F943002F9B HR2502 City Attorney Approved Version 5/22/2024 Page 4 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 Jacques S. Whitfield Title Sr HR Officer Title Principal Docusign Envelope ID: 2836730C-02A2-4DB3-80D6-58F943002F9B HR2502 City Attorney Approved Version 5/22/2024 Page 5 Dept Human Resources Address 726 Skylake Way CITY OF CARLSBAD Sacramento, CA 95831 Address 1635 Faraday Ave Phone (916) 747- 0059 Carlsbad CA 92008 Email Jsterling@youngsterling.com Phone Email 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. Docusign Envelope ID: 2836730C-02A2-4DB3-80D6-58F943002F9B HR2502 City Attorney Approved Version 5/22/2024 Page 6 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 Docusign Envelope ID: 2836730C-02A2-4DB3-80D6-58F943002F9B HR2502 City Attorney Approved Version 5/22/2024 Page 7 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. Docusign Envelope ID: 2836730C-02A2-4DB3-80D6-58F943002F9B HR2502 City Attorney Approved Version 5/22/2024 Page 8 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 Young Sterling Consulting, LLC By: By: (sign here) Judy Von Kalinowski Human Resources Director Jacques Whitfield, Principal (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 Docusign Envelope ID: 2836730C-02A2-4DB3-80D6-58F943002F9B March 257th HR2502 City Attorney Approved Version 5/22/2024 Page 9 EXHIBIT A SCOPE OF SERVICES AND FEE Under the direction of the Human Resources (HR) Director or designee, Contractor will provide the following services on an as needed basis. Contractor will provide in person classroom style or online, interactive training programs customized for the City. Contractor will provide individual coaching or other organization development services as requested at a location and time determined by the City and Contractor. Fee Schedule Service Cost Training - Full Day (8 hours) $3500 Training - Half Day (4 hours) $2500 Training - Hourly rate if less than 4 hours $350 Individual Coaching $225/hour Other Organization Development Services (ex. group facilitation, leadership/team development) $200/hour Content Creation (only applicable when new content is requested) $200/hour During the term of this Agreement, City and Contractor may agree to increase fees for services, not to exceed 3% per year. Contractor will provide all training materials. City will provide flip chart paper, markers and a projector. Direct costs, such as production (e.g., printing/copying) of training materials and handouts, will be billed at cost and are not included in the training delivery or hourly rate. Permission is granted to City of Carlsbad to record and post training online. 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 expense, the name of the City department receiving the service and a brief description of the service. Invoices for Training services will be emailed to emily.bruce@carlsbadca.gov. Invoices for Coaching and Organization Development services will be emailed to emily.guinaugh@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. Docusign Envelope ID: 2836730C-02A2-4DB3-80D6-58F943002F9B 06/15/2006 27 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 2/27/25 Auto insurance Young Sterling Consulting, LLC Training & OD services have minimal liability. Minimal exposure/risk for this type of insurance. Contractor has his own auto insurance. Docusign Envelope ID: 2836730C-02A2-4DB3-80D6-58F943002F9B 3/6/2025 CGL E5421 CW (02/14) Policy Number: HIUS4851652XB1 Named Insured: Young Sterling Consulting LLC Endorsement Number: 18 Effective Date: January 30, 2025 ADDITIONAL INSURED - AUTOMATIC STATUS THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: A. Section II - Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) for whom you are performing operations or leasing a premises when you and such person(s) or organization(s) have agreed in writing in a contract or agreement that such person(s) or organization(s) be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. A person's or organization's status as an additional insured under this endorsement ends when your operations or lease agreement for that additional insured are completed. HISCOX INSURANCE COMPANY INC. (A Stock Company) 104 South Michigan Avenue, Suite 600, Chicago, Illinois 60603 (914) 273-7400 Includes copyrighted material of Insurance Services Office, Inc., with its permission. © ISO Properties, Inc., 2000 CGL E5421 CW (02/14) Page 42 of 57 Docusign Envelope ID: 2836730C-02A2-4DB3-80D6-58F943002F9B CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 03/04/2025 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). THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. PRODUCER Simply Business 53 State Street 19th Floor Boston, MA 02109 CONTACT Simply BusinessNAME:PHONE FAX(A/C, No, Ext):(844) 654-7272 (A/C, No):E-MAIL ADDRESS:contactus@simplybusiness.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A :Hiscox Insurance Company Inc 10200 INSURED Young Sterling Consulting LLC 548 Market St PMB 307831 San Francisco, California 94104 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITSLTRINSD WVD (MM/DD/YYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY X HIUS4851652XB1 01/30/2025 01/30/2026 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$100,000 MED EXP (Any one person)$5,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $2,000,000 X POLICY PRO-LOC PRODUCTS - COMP/OP AGG S/T Gen. Agg.JECT OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT(Ea accident) ANY AUTO BODILY INJURY (Per person) OWNED SCHEDULED BODILY INJURY (Per accident) AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGEAUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY Y / N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT N / AOFFICER/MEMBEREXCLUDED? (Mandatory in NH)E.L. DISEASE - EA EMPLOYEEIf yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below PROFESSIONAL LIABILITY EACH CLAIM AGGREGATE DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate holder is included as an additional insured on the General Liability policy per written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE City of Carlsbad , 1200 Carlsbad Village Dr., Carlsbad, CA 92008 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 2836730C-02A2-4DB3-80D6-58F943002F9B Young Sterting Consutting LLC lnsurance Coverage (expires 10/2025) Docusign Envelope ID: 2836730C-02A2-4DB3-80D6-58F943002F9B .a6?o'\-/ tllrs CERTTFTCATE ]s rssuEo AS A XATTER Of IIIFOR]|ANON ONLY AI{O COilFERS NO RIGHTS UPON THE CERNFTCATE HOLOER. THIII CERTIFICAIE OOES NOT AFFIRXATfI'ELY OR NEGAIIVELY AtrET{o. EXIENO OR ALTER I}IE COVERAOE AFFOROEO 8Y fHE POUCIES BELOW. TH]S CERNFrcAIE OF FISURANCE DOES I{OT cortgrlTurE A coNIRAcT BETUTEEN THE ISSUING INSURER(S), AUTHORIZEO REPRESeNTATn,E OR PRODUCER. AltO THE CERnFlcAIE HOLOER. CERTIFICATE OF LIABILITY INSURANCE DATE (Mm,DD/YYYY) 09n3n024 lilFORlAlfI: It th. c.ruficll. hold.r l! m AOOITIONAL ltlSUREO, lh. pollc'(lcrl mu.t hrv. AOOmONAL INSUREO proyl.loor or b. cndor..c tt SUAROGATTON rS codlf,crta holdcr in liou ottuch cndo[cmcnt(a). Simply EusinesscoNtacTNI.IE: L6l: [rsuRERr3l arFoRDrNd corrtt^dE lrlrc a Simply BusinessI Beacon Sbeel 15th Floor Boston, MA 02108 PROOI'CEIR Ir$tuRER^: Hiscox lnsurance comoanv lnc r0200 INI}URER 8: INSURIR C : tl|lrrRfe b: !I{3URER E r Young Sterling Consulting LLC 948 Market St PMB 307831 San Francisco, Califomia 94104 N!ruRED IN3UREI F: COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO C€RNFY TT{AT THE POL|CIES OF INSURA,\ICE LISTEO BELOW HAVE SEEN ISSUEO TO T}IE INSUREO MT/I€O AEOVE FOR THE POLICY PERI@ INOTCATED. NOT!,VllHSYAlOlt{G N{Y REOUIREMENT. TERM OR CONOITION OF ANY CONTRACT OR OTHER OOCUT ENT WIH RESP€CT TO WHICH THIS CERfiFGATE itAY 8E ISSUEO OR M^Y PERTAN. T}IE II.ISURANCE AFFOROED BY THE POLICIES OESCRIE€O HEREIN IS SUSJECT TO AIL THE TERMS. EXCLUSIONS A'{O CONOITIONS OF SUCH POLICIES. IJ'TTS S}IOWN MAY HA\E 8€EN REOI.'CEO 8Y PAIO CI-AIMS. r6RLtn lY?t of [lst RANCE r00tu6 POLICY EFF P('IICY EXP Lrf,rfs FLr{ occuneErlef B1.OOO.O00 OATTAG€ TO REIITEOODCulaCG rE. *ddr 8100.000 MED EXP lAaY o.$ ooronl ;5.000 ;1.000-000PERSOI{ALEADV INJUtrf GENEMLAGGREGAiE pRoDUcr< -cdtproPacc l/T Gen. Aoo- A cofl rrERclAL o€tERAL UAaUTY XCL^IrI$IJIADE occuR X POT-EY x LIMTT P€R: L@PRO JECT Hrus4666624XBl wuno24 r0/012025 SOOllY I|rn,RY (Fo, 9.rrdr) SOglLY $.n RY (Por rcci{too{) Tivrcd r r r{A9g AUTOIOAI-E UABIJTY ffiY6sutEo l'ror{€rwEo A'TOS ONLY AUTO6ONLYXIREO AUTOSO}ILY Arf/AuTo o$rNEo EACI{ OCCUnnENCEUTSREIIALI,AE acE!]3uaa occuR ctArrr$uAoE AGGREGATE oEo REl€NIION RXCTADIE 9trc0 E.L. EACHACCIOEN' E.L OlctAaC. EAEIPLOYSE ,W'fi I(ER5 GqI'ETIF'AII9?f Arlo ErPtovERS uAauwl |Y?ROPRT gIOR/FAtnl€R EXECTTTIVE OFFICERAIEMSEREXC(UOEO? lla.irtory 3n XH,tlt6. &rariDc u.rdattFC.nl'ThN 6F 6Dieatr6rS b NIA e.L. ors€asc . PoLtcY LrutT EACHCI.AIM?ROF!SSIoI{A! L|AATUTY AGGREGATE oCtlCRlPTtOt{ OF OPERAIKTIIS,IOCAnONII,l,El{Cl€g IACORO 10r. Adalon l Rrt!.rrr 3chfilC.. rrry b. rlr€lr.d H m rgrcc b nqubrd! CANCELLATION SrcULo AXY OF TTTE AAOVE DESCRIBEO POTIC]ES BE CANCEI,TEO EEFOREfiE EXPIRATPil OATE THEREOf, NOTICE WLL AE OELN'EREO lII ACCOROANCE YITTH THE POLICY PROVISK}NS. AUT'IOREEO REPRESEXTA.IrITE // O 1988-2015 ACORD CORPORAflON. All rlght reserved. The AGORD nerm end logp eo 'cgltocrld tD.ttt o'ACORDACORO 2s (201dql) Docusign Envelope ID: 2836730C-02A2-4DB3-80D6-58F943002F9B ^6o"CERTIFICATE OF LIABILITY INSURANCE oat€ (MlrrooYrYYl 09t23t2024 fiIS CERTIFICATE IS ISSUED AS A MATIER OF INFORMA1ION ONLY AND CONFERS NO RGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATTVELY AMEND. EXTEND OR ALTER TI{E COVERAGE AFFORDED BY THE POLICIES8ELOW. THIS CERnFICATE OF INSURANCE DOES NOT CONSnTUTE A CONTRACT BETT TEEN THE ISSU|NG INSURER(S), AUTHORIZEO REPRESENTAIWE OR PRODUCER, AND THE CERTIFICATE HOLDER IMPORTANT: lf the certilieate holder ls an ADDITIONAL INSURED. the policy(iesl musl havo ADDffiONAL INSUREO provlsloni-i be endorsed. lf SUBROGAT|ON lS WAIVEO, subrcct to lhe tems and conditions of tho policy. certain pollclcs may requlrc rn cndorsdnenl. A st.tcrnent on this certitkatc doos not conlar rlghts to lhe certlllcale holder in lieu of such endorserFnt(s). PROO{CtR biBERK P.O. Box 1t3247 Stamford, CT 0691f INSURERISI AFFOROING COVERAGE NAIC' llaxe . z-os-6sa€61i - j$Slfus customerservice@biEERK.com Nrtio.irl & Firt lnsuoncc 20052 rNgrRto Young Sterling Consulting LLC 548 Market St Pmb 307831 San Francisco, CA 94104 CERTIFICATE NUMBER:REVISION NUMBER: IS TO C€RNFY THAT THE POLICIES OF I}TSURANC€ LTSTED EELOW I.TAVE EEEN ISSUED TO T}€ II.ISURED I{AMEO AEOVE FOR THE POUCY PERIOO INOICATED. iOTWTHSTANOIG AMY REOI IREMENT, IERM OR @hDlTlol'l OF AIIY CONIR CT OR OIHER OOCUMENT WTH RESPECT TO VW|ICH THIS CERTIRCAIE MAY BE ISSUED OR ll4AY PERTAIN, THE IiISURANCE AFFOFID€D 8Y Tr€ POL|CIES OESCRBED HEREIN lS SUATECT TO ALL THE TERMS. EXCU,TSIOI\S AtlD CONDTTIONS OF St CH POUC|ES. UMITS SHOJ\ t MAY I{AVE BEEN REDTJCED 8Y PA|O Cr.ArMS. LllllsIYPE OF INST'RANCE 0 0 :--trl 0 s s _-q TE s COTI.SRCIAI OETCRAL LI.AB|LNY EAO{ OCqJRRENCE-rfi[fEEYO-h*rErr P€RSOXA I AOV INJJRY CEX€RAI" ^CGREG^TE cwnsMAD€ i-'*"r" ur^T ^FPtrES pgR mS l-l.* : ,AttYAUtO, lor rEoi : At to6 or.llYi i HrR€or- AUIO€orILYtl sctl€Du€oAUrOSlrQNO,|TNEOaurosordY AUTOIIOOILE LlA8lLITY BOD?LY INJURY (Far pslon)s BODTLY IN.:URY (Foi !€circrrJ 5 s 5 s 5UTTNELIILI,AB EXCESSL|AA CCCUR E'O{ OCOJRREIICE ^66REG^T€ 3 t0l0U202a:LOl0ll2O2S X N9WC786696 1 000,000 1,000,000 1,000,000 ,WORKERS@XPE}ISATION A}IO E 'PLOYERS LIACUT/ N N'AA Professional Liability (Errors & Omissions): Claims-Made Per Occurrence/ Aggregate oEscRtPtpnoFoPERArloNsrlocaTloils^/ElIcLEs(A@RD'10t,AddiiirallRcarrt schcdulc.Etyb.lc.c'|aatrmo{!3t!caIrltquln{) Policy #N9WC786696 contains a blanket Waiver of Subrogation therefore the insurer agrees to waive its right to recover from the certificate holder to the extent required by written contract. CANCELTATION @ 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are reglstered marks oIACORO Young Sterling Consulting LLC 548 Market St Pmb 307831 San Francisco, CA 94104 S}IOULD ANY OF THE ABOVE DESCRIBEO POUCIES BE CANCELLEO EEFORETHE EXPIRATION OATE NIEREOF, NOTICE WILL 8E OELTVERED IN ACCORDANCE WITH THE POLICY PROVISIOilS. AUTHORIZED R€PREsgrlTAII\IE (tno 6JVE- ACORD 25 (20r8103) Docusign Envelope ID: 2836730C-02A2-4DB3-80D6-58F943002F9B THI{i CERTIFICAIE lS ISSUEO AS A tATfER OF INFORUAflON ONLY ANO CONFERS NO RlGllTS UFON THE CERflFICATE HOLOER. THIS CERIFICATE DOES lrlof AFFIRHATTVELY OR NEGAITVELY AHENO. EX'ENO OR ALTER THE CO\GRAGE AFFORD€O AY THE POUCIES BELOW. IHIS CERTIFICATE Of INSURANCE OOES NOT cot{sTlTulE A coilrRAgT BETmEN IHE ISSUING TNSURER(S). AUTHORTZEO REpRESEilTATT\,E OR PROOUCER, AND THE CERTTFTCATE XOLOER CERTIFICATE OF LIABILITY INSURANCEa6do'l-/DATE (MM/DD/YYYY) 09t23t2024 IilPORTAI{I f th. c.,ilfcrt hold.. ll ln ADOTIOI{AL INSURED. th. po[cy(bs] murt h.v. ADOmOHAL TNSURCO provtdoar or be.ndon d. It SUBROGATON tS IYArVEO. ruoj.c{ lo lh. tcnn! .nd condillont ot th. polkT, ccrbin policl.! m:y requio an .ndo.toflrcnt A detamlnt oo thl! c!.dflc!!. do.3 not cont r rtght3 to lh. cordllcrlc hold.r ln ll.u ot ruch oo6o6.mont{3}. Simply BusinessCONTACTI T3.iaxtlrc x6l. orsrrRtn sr lf FonoilG corrtRlct HArc, Simply Business 1 Beacon Street 1Slh Floor Boston, MA 02108 PROOUCER rllsrrRtRA Hiscox lnsurance Comoanv lnc 10200 INST.IRIR B IITSURER C : rHsuRlR o: INSUR€R € : Young Sterling Consuliing LLC 548 Market St PM8 307831 San Francisco, Califomia 941(X INSUREO III9I'RER F : COVERAGES CERNFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE EEEN ISSUEO TO THE INSUREO NAAIED AEOVE FOR THE POLICY P€RIOO INOICATED, NOTWTHSTA}IOING AiIY REOUIREMENT. T€RM OR CONOITION OF ANY CONTRACT OR OTHER OOCUI/I€NT WTH RESPECT TO WHICH THIS C€RTIFICATE IIAY 8E ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDEO BY THE POLICIES OESCRIBEO HEREIN IS SUSJECT TO ALL THE TERMS. EXCLUSIONS AI{D COI-.IOITIONS OF SUCH POLICIES. LIMITS SHOWN I/i,AY HAV€ 8E€N REOUCEO 8Y PAIO CI-AIMS. o.l8LTR IYPE OF III3URAI{CE H6 tuar POttcY lluraER POLICY EF'PIOUCY EXP LITITS EACH OCCURRENCE TO RE'I NEO EXP (Anv dr6 otr&nt PERSOIIAL t AOV INJURY G€NERAAGORIGATE PRODT ClS -COt P.OPAG6 COTT€RCTAL O€NERAL LIABILITY crJ,rns-raDE E *"r^ GET,[ AGOREGATE LIU]r APNIES PER: "o.", !ffi l_l.* SOOILY I$UURY (Pc. oo.:cr) EOOILY WJURT (P6..cctici0 FX(JPb.r{ r Y tJAtrA(iE auTof,oELE uaSruw O.ltl'lEO AUTOSOTtrY HIREO AUTOSONLY ffif68uL€D r.$hrovr.r€0 AUTOS ONIY AAYAUTO FiCH OCCURRE'{CE AGGREGATE UIBSEII.ALNA EXCESS LIAE occuR cLAtr.r$r,AoE o€o RE1ENTION c?tndcPEK 9Id-CO E.L. EACX ACC|O€NT EL OISEASE.EAE"PLOYEE N'A E.L. OtS€.ISE . PO{-ICY LtMtt AXO CIPLOYENS U AIUTY ^^IYPROPRIETOFYHRTI{ER/EXECT'TWE OFFICE&IIIEMBEREXCLIJo€ D?(lmddo.t h Ntl) ltlna! O€arloe ur|da DESCRIPIIOIT OF OPERATIOaIS b.rti| Y'N EACH CLAIIJI 52s0.000.00Hrus466662sxBtuutm2lt0/01/2025 AGGREGATE i250.000.00 A PROFESSIOI|AL UABIUTY OESCRI?TION OF gP€RArKrilS I LOCAIIONS, I/EHICLES (/ACORO 104. ArlClUonrl Rqnrrir Schcddc. Nybc ntlch.d itmoc rp.€. b raquir.d) CERNFICATE HOLDER CANC SHOULO AXY OF THE ASOVE OESCRIBED FOLICIE{! AE CANCELTEO BEFORE THE O(PIRATIOIII OATE THEREOF, NOTICE VYTLL BE OEL|VEREO IN ACCOROANCE UAIH TXE POLICY PROVISPNS. AUTIIORZEO REPRESEr.TA,IIVEzL,-/lt O r9E&2015 ACORO CORPOMTION. All tightt t t.tv.d' Th. ACORD n&n lnd logo .r. rcgl3t r.d ril,l€ ol ACOROACORD 25 (2016103) Docusign Envelope ID: 2836730C-02A2-4DB3-80D6-58F943002F9B