HomeMy WebLinkAboutNorth Star Consulting Inc; 2024-03-12; HR2401HR2401
Page 1 City Attorney Approved Version 12/22/2023
AGREEMENT FOR TRAINING AND ORGANIZATIONAL DEVELOPMENT SERVICES
NORTHSTAR CONSULTING, INC.
THIS AGREEMENT is made and entered into as of the 12th day of March, 2024, 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 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) year(s) from the date first above
written. 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 shall not exceed one hundred thousand dollars
($100,000) per Agreement year. No other compensation for the Services will be allowed except for items
covered by subsequent amendments to this Agreement. 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."
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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 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.
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.
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,
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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 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.
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.
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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 are:
For City: For Contractor:
Name Emily Guinaugh Name Jennifer Coyle
Title Sr Human Resources Officer Title President
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@northstarconsultinginc.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.
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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.
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.
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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
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
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.
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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. 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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27. 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 _______________________, 2024.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California North Star Consulting, Inc., an S-Corporation
By: By:
(sign here) Geoff Patnoe, Assistant City Manager
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 provide
the following services on an as needed basis:
Organization Development
Group facilitation
Organizational design
Team/leadership alignment and development
Succession planning
Other organizational development consulting (e.g., strategic planning)
Strategic counsel to city leaders re: organizational development
Training and Coaching
Develop curriculum for and/or deliver employee development training to include:
Small to large group (up to 100) in person (held at City of Carlsbad facilities) or virtual
sessions
Permission granted to City of Carlsbad to record and post training online
Teaching methods tailored to the learning styles and needs of each group
Train the trainer sessions that enable HR staff and contractors to effectively deliver
specific training to align with city employee development goals
One-on-one coaching related to professional development and leadership
Leadership academies
Outplacement coaching
Requests for specific training and organizational development needs will be provided to
Contractor by City.
Management and Administration
Develop guides, templates, checklists and other tools to assist City staff in the management,
coordination and administration of efforts such as:
Citywide employee development initiatives
Scoping and planning individual initiatives within City’s overall employee development
program
Performance measurement; tracking and reporting progress
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Fees
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.
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.
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Foliowing is a breakdown of costs by type of service for each of the five years in the
contract.
Service Year 1 Year2 Year3 Year4 YearS
lndividual Coaching $300/hr $325/hr $345/hr $370/hr $390/hr
Group Coaching $600/hr $650/hr $690/hr $740/hr $780/hr
Training $2500/ $2675/ $2850/ $3025/ $3225/
half day half day half day half day half day
$4900/ $5250/ $5600/ $5875/ $6225/
full day full day full day full day full day
Leadership/Team Alignment $2500/ $2675/ $2850/ $3025/ $3225/
half day half day half day half day half day
$4900/ $5250/ $5600/ $5875/ $6225/
full day full day full day full day full day
Organizational Design/
Strategic Planning $300/hr $325/hr $345/hr $370/hr $390/hr
Group Facilitation $2500/ $2675/ $2850/ $3025/ $3225/
half day half day half day half day half day
$4900/ $5250/ $5600/ $5875/ $6225/
full day full day full day full day full day
*Content Creation $150/hr $165/hr $180/hr $195/hr $210/hr
(*only app/icab/e when new content is requested)
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
City of Diamond Bar, CA
21810 Copley Dr. Diamond Bar CA 91765
City of Laguna Beach, CA
505 Forest Ave. Laguna Beach CA 92651
City of San Marcos, CA
1 Civic Center Dr. San Marcos CA 92069
Inland Empire Utilities Agency c/o Risk Mgmnt
PO Box 9020 Chino Hills CA 91708
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
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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: Yes
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
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
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Coverage No 72383
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).
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.
DocuSign Envelope ID: B1B2E6BA-E479-4B0E-9F85-FCDD459DB802
Coverage No 72383
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: B1B2E6BA-E479-4B0E-9F85-FCDD459DB802
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 2/2/2024
Auto and Workers Comp Northstar Consulting Inc.
Training & OD services have minimal liability.
Minimal exposure/risk for these types of insurance. Contractor is a sole proprietor and has her own auto insurance.
DocuSign Envelope ID: B1B2E6BA-E479-4B0E-9F85-FCDD459DB802
2/15/2024
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Administrative Services
Human Resources
1635 Faraday Avenue | Carlsbad, CA 92008 | 442-339-2440
Memorandum
February 13, 2024
To: Geoff Patnoe, Assistant City Manager
From: Debbie Porter, Sr Management Analyst
Via: Laura Rocha, Deputy City Manager, Administrative Services
Re: Master Service Agreement for Training and Organization Development Services
(Districts - All)
This memorandum provides the background and justification for the request to approve an
agreement with Northstar Consulting, Inc., for a period of 5 years not to exceed $100,000 per
agreement year.
Background
The Human Resources Department maintains one or more master agreements for employee training
and organization development services (e.g., teambuilding, change management, strategic planning)
that may be used by all departments city-wide if they need help with this kind of work. The Human
Resources department budget pays for training services that are offered to all city employees. The
total budget for this in FY23/24 is approx. $137,000. If a department requests organization
development or training services that are specific to their work group, the department pays for the
services from their own budget.
We recently conducted an RFP process (RFP24-05). The city received 32 proposals and selected the
following three vendors to provide training and organization development services to the city on an
as needed basis.
Northstar Consulting, Inc.
Kathleen Sexton, dba Kairos Learning
Linda Shoob, dba Organization Effectiveness Consultants (OEC)
We maintain contracts with multiple vendors for these types of services in order to
maximize flexibility and quality results by using a variety of trainers with different voices/styles
meet a variety of needs
allow a department to choose which vendor is the best fit for their work group dynamics
Recommended Action
Approve agreement for Training and Organization Development Services.
Fiscal Impact
The FY 2023-2024 city budget includes the funding for this contract.
DocuSign Envelope ID: B1B2E6BA-E479-4B0E-9F85-FCDD459DB802
{cityof
Carlsbad