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HomeMy WebLinkAboutNorth Star Consulting Inc; 2023-06-01;City Attorney Approved Version 4/24/2023 1 AGREEMENT FOR PRESENTATION SKILLS TRAINING SERVICES NORTH STAR CONSULTING, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2023, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and North Star Consulting, Inc., a corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant specializing in individual training focused on effective presentation and communication skills. B. Contractor has the necessary experience in providing professional services and advice related to individual training on presentation and communication skills. 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 twelve (12) months from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 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 will not exceed twenty-five thousand dollars ($25,000.00) and shall be billed at the following rates: • 90 minute training and individualized follow up plan Per person cost: $3,000 to 4,000, depending on in person or virtual Includes review of up to 2 hours of recorded samples of trainee’s presentation skills • Ongoing coaching and refinement Cost: $300 an hour DocuSign Envelope ID: 42936B76-CC2F-4967-9F74-8ADBF6393B58 June 1st City Attorney Approved Version 4/24/2023 2 No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed twenty-five thousand dollars ($25,000.00) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 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 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 indemnify and hold harmless the City and its officers, 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. 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: 42936B76-CC2F-4967-9F74-8ADBF6393B58 City Attorney Approved Version 4/24/2023 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 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the 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. Errors and omissions 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 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. DocuSign Envelope ID: 42936B76-CC2F-4967-9F74-8ADBF6393B58 City Attorney Approved Version 4/24/2023 4 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 three (3) 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. For City For Contractor Name Kristina Ray Name Jennifer Coyle Title Director Title President Department Communication & Engagement Address 18120 SW 87th Court Miami, FL 33157 Address 1200 Carlsbad Village Drive Phone No. 305-389-4786 Carlsbad, CA 92008 Email jcoyle@northstarconsultinginc.com DocuSign Envelope ID: 42936B76-CC2F-4967-9F74-8ADBF6393B58 City Attorney Approved Version 4/24/2023 5 Phone No. 442-339-2957 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. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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. X DocuSign Envelope ID: 42936B76-CC2F-4967-9F74-8ADBF6393B58 □□ City Attorney Approved Version 4/24/2023 6 20. 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. 21. 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. 22. 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 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. 23. JURISDICTION AND VENUE 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. DocuSign Envelope ID: 42936B76-CC2F-4967-9F74-8ADBF6393B58 City Attorney Approved Version 4/24/2023 7 24. 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. 25. 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. 26. 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. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: JENNIFER W. COYLE President KRISTINA RAY Communication & Engagement Director By: ATTEST: JENNIFER W. COYLE SHERRY FREISINGER Secretary City Clerk 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: 42936B76-CC2F-4967-9F74-8ADBF6393B58 City Attorney Approved Version 4/24/2023 8 EXHIBIT “A” SCOPE OF SERVICES Leadership Presentation Skills Training On an as needed basis, North Star Consulting, Inc., will provide individual presentation skills training, to include the following tasks: Individualized presentation training and coaching • 90 minute training and individualized follow up plan Per person cost: $3,000 to 4,000, depending on in person or virtual Includes review of up to 2 hours of recorded samples of trainee’s presentation skills Provide individual presentation skills training (virtual or in person) informed by trainer’s observations of recorded public speaking provided by city staff. Training will include: • Techniques for effective preparation • Effective message delivery • Nonverbal communication • Leveraging natural strengths • Eliminating distractions (verbal and non-verbal) • Mastering question and answer formats Training will also include development of an individualized plan for each trainee based on trainer’s professional recommendations and trainee priorities. • Ongoing coaching and refinement Cost: $300 an hour North Star will be available on an as needed basis for ongoing refinement (virtual or in person) for up to six months. This includes: • Practice sessions to refine presentations/remarks in advance • Debrief discussions following public speaking opportunities to assess and refine skills. Total not to exceed: $25,000 DocuSign Envelope ID: 42936B76-CC2F-4967-9F74-8ADBF6393B58 INSR ADDLSUBRLTRINSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Lloyds Synd 2623/623-Beazley Furlonge 02/02/2023 Huntington Insurance, Inc. 23 Federal Plaza West Youngstown, OH 44503 888 576-7900 Gina Maher 866 318-5028 877 243-0712 programservices@huntington.com Mrs. Jennifer Coyle North Star Consulting, Inc. 18120 SW 87th Ct. Palmetto Bay FL 33157 A X X x 72383 02/23/2023 02/23/2024 1,000,000 100,000 1,000,000 3,000,000 A Professional Liab Claims Made x 72383 02/23/2023 02/23/2024 $1,000,000 per claim $3,000,000 Aggregate certificate holder included as additional insured. City of Carlsbad 1635 Faraday Ave Carlsbad CA 92008 1 of 1 #S2011406/M1934671 WESTGRO1Client#: 160719 SLSA 1 of 1 #S2011406/M1934671 DocuSign Envelope ID: 42936B76-CC2F-4967-9F74-8ADBF6393B58 I I ~ D □ ,__ ~ ,__ Fl n n f-- f--- f--- f--f-- f--H I I I I I □ I This page has been left blank intentionally. DocuSign Envelope ID: 42936B76-CC2F-4967-9F74-8ADBF6393B58 Coverage No 72383 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: 72383 1.Named Insured: Ms Jennifer Coyle North Star Consulting, Inc. 18120 SW 87th Court, Palmetto Bay, FL 33157, US. Additional Insureds: City of Carlsbad 1635 Faraday Avenue Carlsbad CA 92008 City of Huntington Beach 2000 Main Street Huntington Beach CA 92648 2.Master Policyholder: Westminster Group, Inc c/o 724 Boardman-Poland Rd Boardman, OH 44512 Master Policy Number: B0572MR23WI23 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 2023 To:23RD FEBRUARY 2024 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 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: $1,000,000 i.Sexual/Physical Misconduct Each Claim including Claims Expenses $25,000 b.Aggregate including Claims Expenses But sublimited to: $3,000,000 i.Sexual/Physical Misconduct Aggregate including Claims Expenses $75,000 DocuSign Envelope ID: 42936B76-CC2F-4967-9F74-8ADBF6393B58 Coverage No 72383 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. $3,000,000 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 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 DocuSign Envelope ID: 42936B76-CC2F-4967-9F74-8ADBF6393B58 Coverage No 72383 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 B0572MR23WI23 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: 42936B76-CC2F-4967-9F74-8ADBF6393B58 Coverage No 72383 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: 42936B76-CC2F-4967-9F74-8ADBF6393B58