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HomeMy WebLinkAboutNorth Star Consulting, Inc. - 2023-02-07 (4) AMENDMENT NO. 1 TO PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND NORTH STAR CONSULTING, INC. FOR DEVELOPMENT AND IMPLEMENTATION QF CUSTQMER SERVICE TRAINING PROGRAM THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and NORTH STAR CONSULTING, INC.,hereinafter referred to as "Consultant." WHEREAS, City and Consultant are parties to that certain agreement, dated February 7, 2023, entitled"Professional Services Contract Between the City of Huntington Beach and North Star Consulting, Inc. for Development and Implementation of Customer Service Training Program"which agreement shall hereinafter be referred to as the "Original Agreement"; and City and Consultant wish to amend the Original Agreement to increase the amount of compensation to be paid to Consultant, NOW, THEREFORE, it is agreed by City and Consultant as follows: 1. SCOPE OF WORK The Scope of Work of the Agreement is amended to include the additional duties as set forth in Exhibit"A. 2. ADDITIONAL COMPENSATION In consideration of the services to be performed under the Original Agreement, City agrees to pay Consultant at the rates specified in Exhibit B which is attached hereto and incorporated by reference into this Agreement. City further agrees to pay Consultant an additional sum not to exceed Thirty Thousand Dollars ($30,000.00). 23-13016 1 The additional sum shall be added to the original sum of Forty Thousand Dollars ($40,000.00), for a new contract amount not to exceed Seventy Thousand Dollars ($70,000.00). 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WI IEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on .chAn- 1.1 -- , 2023. NORTH STAR CONSULTING, INC. CITY OF HUNTINGTON BEACH, a municipal cor�� ,lion of the State of By0.040r1V-/ _sNit In At( C ' or print name City Manage ITS: (circle one)Chairman resides Vice President INITIATED AND APPROVED: AND By: Assistant City Manager print name APPROVED AS TO FORM: ITS:(circle one)Secreta iancial Officer/Asst.Secretary COUNTERPART City Attorney Date RECEIVE AND FILE: City Clerk Date 23-13016 2 The additional sum shall be added to the original sum of Forty Thousand Dollars ($40,000.00), for a new contract amount not to exceed Seventy Thousand Dollars ($70,000.00). 3. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on JO . — , 2023. NORTH STAR CONSULTING, INC. CITY OF HUNTINGTON BE CH, a municipa o ►e ration oft State of California By: Ni110111111111ft.— print name City Mari'?" ITS: (circle one)Chairman/President/Vice President INITIATED ' I APPROVED: AND By: ssistant City Mana er print name APPROVED AS TO FORM: ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary-Treasurer C CO . , ,.ART ty Attorney Date RECEIVE D FILEE:� 7�6�� City Clerk Date 1)C3OJ23 23-13016 2 EXIIJ3IT A Strategic Planning Participate in meetings by phone, Zoom and/or in person at City of Huntington Beach facilities to develop and provide guidance on: • Citywide implementation of service excellence initiative and associated workplan. • Coordination of department/division specific service excellence strategies to align with and support citywide service excellence initiative. Professional Coaching Provide individual and team coaching to include: • Identifying city/department/team goals and priorities related to implementation of the Service Excellence workplan. • Assessing employee/team needs. • Providing one on one and group coaching if/as needed. • Assessing results and making recommendations for future or ongoing improvements to service delivery and/or recovery. Training Develop curriculum for and/or deliver customer service training to include: • One-on-one, small group (less than 10), mid-size (10 to 30) and large group (30 to 75) sessions held virtually and/or at City of Huntington Beach facilities. • Teaching methods tailored to the learning styles and needs of each group. Management and Administration • Participate in conference calls and meetings with City of Huntington Beach designees to facilitate the efficient coordination of service excellence initiatives carried out by city staff. • Upon request, provide written and/or virtual updates to the Office of the City Manager team regarding service excellence initiatives. EXHIBIT B Component Pricing • Training $4600-full day; $2300-half day • Strategic Planning/Administration $250 per hour • Individual Coaching $300 per hour • Group Coaching $450 per hour • Travel At cost PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND NORTH STAR CONSULTING, INC. FOR DEVELOPMENT AND IMPLEMENTATION OF CUSTOMER SERVICE TRAINING PROGRAM THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter referred to as "CITY," and North Star Consulting, Inc.., hereinafter referred to as "CONSULTANT." WHEREAS,CITY desires to engage the services of a consultant to develop and implement a Customer Service Training Program; and Pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code, Chapter 3.03, relating to procurement of professional service contracts have been complied with; and CONSULTANT has been selected to perform these services, NOW, THEREFORE, it is agreed by CITY and CONSULTANT as follows: 1. SCOPE OF SERVICES CONSULTANT shall provide all services as described in Exhibit "A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "PROJECT." CONSULTANT hereby designates Jennifer Coyle who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement. 2. CITY STAFF ASSISTANCE CITY shall assign a staff coordinator to work directly with CONSULTANT in the performance of this Agreement. 299891/22-12229 1 of 11 3. TERM; TIME OF PERFORMANCE Time is of the essence of this Agreement. The services of CONSULTANT are to commence on February 7 , 20 23 (the "Commencement Date"). This Agreement shall automatically terminate three (3) years from the Commencement Date, unless extended or sooner terminated as provided herein. All tasks specified in Exhibit "A" shall be completed no later than two (2) years from the Commencement Date. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit "A." This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by CITY and CONSULTANT. In the event the Commencement Date precedes the Effective Date,CONSULTANT shall be bound by all terms and conditions as provided herein. 4. COMPENSATION In consideration of the performance of the services described herein, CITY agrees to pay CONSULTANT on a time and materials basis at the rates specified in Exhibit "B," which is attached hereto and incorporated by reference into this Agreement, a fee, including all costs and expenses, not to exceed Forty Thousand Dollars ($40,000). 5. EXTRA WORK In the event CITY requires additional services not included in Exhibit "A" or changes in the scope of services described in Exhibit "A," CONSULTANT will undertake such work only after receiving written authorization from CITY. Additional compensation for such extra work shall be allowed only if the prior written approval of CITY is obtained. 6. METHOD OF PAYMENT CONSULTANT shall be paid pursuant to the terms of Exhibit "B." 299891/22-12229 2 of 11 7. DISPOSITION OF PLANS, ESTIMATES AND OTHER DOCUMENTS CONSULTANT agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, data or programs, maps, memoranda, letters and other documents, shall belong to CITY, and CONSULTANT shall turn these materials over to CITY upon expiration or termination of this Agreement or upon PROJECT completion, whichever shall occur first. These materials may be used by CITY as it sees fit. 8. HOLD HARMLESS A. CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with CONSULTANT's (or CONSULTANT's subcontractors,if any)negligent(or alleged negligent)performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by CONSULTANT, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. CONSULTANT will conduct all defense at its sole cost and expense and CITY shall approve selection of CONSULTANT's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by CONSULTANT. B. To the extent that CONSULTANT performs"Design Professional Services"within the meaning of Civil Code Section 2782.8, then the following Hold Harmless provision applies in place of subsection A above: 299891/22-12229 3 of 11 "CONSULTANT hereby agrees to protect, defend, indemnify and hold harmless CITY and its officers, elected or appointed officials, employees, agents and volunteers, from and against any and all claims, damages, losses, expenses, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) to the extent that the claims against CONSULTANT arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT. In no event shall the cost to defend charged to CONSULTANT exceed CONSULTANT's proportionate percentage of fault. However, notwithstanding the previous sentence, in the event one or more other defendants to the claims and/or litigation is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, CONSULTANT shall meet and confer with CITY and other defendants regarding unpaid defense costs. The duty to indemnify, including the duty and the cost to defend, is limited as provided in California Civil Code Section 2782.8. C. Regardless of whether subparagraph A or B applies, CITY shall be reimbursed by CONSULTANT for all costs and attorney's fees incurred by CITY in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONSULTANT. 9. PROFESSIONAL LIABILITY INSURANCE CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for CONSULTANT's professional liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention without the express written consent of CITY;however an insurance 299891/22-12229 4 of 11 policy "deductible" of Ten Thousand Dollars ($10,000.00) or less is permitted. A claims-made policy shall be acceptable if the policy further provides that: A. The policy retroactive date coincides with or precedes the initiation of the scope of work (including subsequent policies purchased as renewals or replacements). B. CONSULTANT shall notify CITY of circumstances or incidents that might give rise to future claims. CONSULTANT will make every effort to maintain similar insurance during the required extended period of coverage following PROJECT completion. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this Agreement. If CONSULTANT fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the CITY with required proof that insurance has been procured and is in force and paid for, the CITY shall have the right, at the CITY's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. CONSULTANT waives the right to receive compensation and agrees to indemnify the CITY for any work performed prior to approval of insurance by the CITY. 10. CERTIFICATE OF INSURANCE Prior to commencing performance of the work hereunder, CONSULTANT shall furnish to CITY a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: A. provide the name and policy number of each carrier and policy; 299891/22-12229 5 of 11 B. state that the policy is currently in force; and C. shall promise that such policy shall not be suspended, voided or canceled by either party,reduced in coverage or in limits except after thirty(30)days' prior written notice;however,ten(10)days' prior written notice in the event of cancellation for nonpayment of premium. CONSULTANT shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverage shall not derogate from CONSULTANT's defense,hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. CONSULTANT shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 11. INDEPENDENT CONTRACTOR CONSULTANT is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of CITY. CONSULTANT shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONSULTANT and its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services to be performed hereunder. 12. TERMINATION OF AGREEMENT All work required hereunder shall be performed in a good and workmanlike manner. CITY may terminate CONSULTANT's services hereunder at any time with or without cause, and whether or not the PROJECT is fully complete. Any termination of this Agreement by 299891/22-12229 6 of 11 CITY shall be made in writing, notice of which shall be delivered to CONSULTANT as provided herein. In the event of termination, all finished and unfinished documents, exhibits, report, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by CONSULTANT. 13. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by CONSULTANT to any other person or entity without the prior express written consent of CITY. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and subconsultants must satisfy the insurance requirements as set forth in Sections 9 and 10 hereinabove. 14. CITY EMPLOYEES AND OFFICIALS CONSULTANT shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 15. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to CONSULTANT's agent (as designated in Section 1 hereinabove) or to CITY as the situation shall warrant,or by enclosing the same in a sealed envelope,postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below. CITY and CONSULTANT may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U. S. certified mail-return receipt requested: 299891/22-12229 7 of 11 TO CITY: TO CONSULTANT: City of Huntington Beach North Star Consulting, Inc. ATTN: City Manager ATTN: Jennifer Coyle 2000 Main Street 18120 SW 87 Court Huntington Beach, CA 92648 Miami, FL 33157 16. CONSENT When CITY's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 17. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 18. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 19. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent 299891/22-12229 8 of 11 upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 20. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 21. IMMIGRATION CONSULTANT shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 22. LEGAL SERVICES SUBCONTRACTING PROHIBITED CONSULTANT and CITY agree that CITY is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. CONSULTANT understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for 299891/22-12229 9 of 11 CITY; and CITY shall not be liable for payment of any legal services expenses incurred by CONSULTANT. 23. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the nonprevailing party. 24. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 25. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 26. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 27. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, 299891/22-12229 10 of 11 have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof, 28. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, NORTH STAR C q NSUI TING, INC. a municipal corporation of the State of /t California By: I J t, : r j,�''` Of NV '10� ( b� tc print name —r-- Director/Chief ITS: (circle on)Chairman resides ice President (Pursuant To 1113>►C§3.03.100) APPROVED AS TO FORM: AND B � "„ City Y Attorney 1 G I l`l f- '.GV b1 I k ' Date rint name ITS: (circle on Sec Uar hicf Financial Officer/Asst. RECEIVE AND FILE: Secretary- I reasu City Clerk Date COUNTERPART 299891/22-12229 11 of 11 have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. 28. EFFECTIVE DATE This Agreement shall be effective on the date of its approval by the City Attorney. This Agreement shall expire when terminated as provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. CONSULTANT, CITY OF HUNTINGTON BEACH, NORTH STAR CONSULTING, INC. a municipal corporation of the State of California By: print name ik.SkStank- C\ ' ' ''irector/Chief ITS: (circle one)Chairman/PresidentNice President (Pursuant To H MC§3.i•.100) APPROVED A FORM: AND By: ity Attorney till D print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. CEIVA,ND FI Secretary—Treasurer City Clerk Date 01/7/Z2 COUNTERPART 299891/22-12229 11 of 11 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Customer Service Training B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: Task 1 : Comprehensive Assessment Deliverables - Customized assessment roadmap • Up to 30 stakeholder interviews • Up to 10 mystery shop calls • Up to 3 mystery shop visits s Up to 5 mystery shop emails o Develop and facilitate a 90-minute community feedback meeting • Up to 5 phone interviews with developers • City website review w Online community survey • Training materials review and virtual observation n Leadership messaging audit • Comprehensive assessment report • Project management and coordination meetings, phone calls Task 2: Communication support (New) Deliverables • Key program messages • Kick off announcement a Assessment process communication As needed communication strategy and support (up to 4 hours) Task 3: Work plan (New) Deliverables • 12-month workplan identifying key tasks to be completed, assignments and timeframes C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: 1 Exhibit B EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: SEE ATTACHED EXHIBIT B B. Travel Charges for time during travel are not reimbursable. C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide,at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought 2 Exhibit B into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. 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VI 7 Z F- a0aD0D0 : UOF- JUd I- 0YYQQ I- 0 - cap 00 (A s aa)) t c o 0 z PROFESSIONAL SERVICES CONTRACT BETWEEN THE CITY OF HUNTINGTON BEACH AND FOR Table of Contents 1 Scope of Services 1 2 City Staff Assistance 2 3 Term; Time of Performance 2 4 Compensation 2 5 Extra Work 2 6 Method of Payment 3 7 Disposition of Plans,Estimates and Other Documents 3 8 Hold Harmless 3 9 Professional Liability Insurance 4 10 Certificate of Insurance 5 11 Independent Contractor 6 12 Termination of Agreement 6 13 Assignment and Delegation 6 14 Copyrights/Patents 7 15 City Employees and Officials 7 16 Notices... 7 17 Consent 8 18 Modification 8 19 Section Headings 8 20 Interpretation of this Agreement 8 21 Duplicate Original 9 22 Immigration 9 23 Legal Services Subcontracting Prohibited 9 24 Attorney's Fees 10 25 Survival 10 26 Governing Law 10 27 Signatories 10 28 Entirety 10 29 Effective Date 11 Cilent#: 160719 WESTGRO1 ACORD„, CERTIFICATE OF LIABILITY INSURANCE DATE(MMlDDIYYYY)02/02/2023 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). PRODUCER CONTACT NAME: Gina Maher Huntington insurance,Inc. HONE 866 318-5028 FAX 877 243-0712 23 Federal Plaza West MA °' (A/C, ADDRESS: programservices@huntington.com Youngstown,OH 44503 INSURER(S)AFFORDING COVERAGE HAIG# 888 576-7900 Lloyds Synd 26231623•BeaZle INSURER A 7 Y Y Y Furlonge INSURED INSURER B: • Mrs.Jennifer Coyle INSURER C: North Star Consulting,Inc. INSURER D 18120 SW 87th Ct. Palmetto Bay FL 33157 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 CONTRACTOR 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���� yy BY PAID CLLPAIMS. INSR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY) (MMIODNYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY x 72383 02/23/2023 02/23/2024 EACH OCCURRENCE $1,000,000 ISES(E X CLAIMS-MADE 1 I OCCUR PREMe oNcc Egnce) $100,000 MED EXP(Any one person) $ PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 PRO- POLICY JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE UMIT (Ea accident ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY _ AUTOS ONLY (Per accident) $ UMBRELLA UAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEO RETENTIONS $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? n N/A (Mandatory In NH) EL.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below EL.DISEASE-POLICY LIMIT $ A Professional Liab x 72383 02/23/2023 02/23/2024 $1,000,000 per claim Claims Made $3,000,000 Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) certificate holder included as additional insured. APPROVED AS TO FORM By: MICHAEL E.GATES CITY ATTORNEY CITY OJ HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION Cityof Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 2000 Main Street ACCORDANCE WITH THE POLICY PROVISIONS. Huntington Beach CA 92648 AUTHORIZED REPRESENTATIVE I -400 0. . ©1988.2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #52011408/M1934671 SLSA f j 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: 68141 1.Named Insured: Ms Jennifer Coyle North Star Consulting, Inc. 18120 SW 87th Court,Miami,FL 33157,US. Additional Insureds: City of Huntington Beach 2000 Main Street Huntington Beach CA 92648 2.Master Policyholder: Westminster Group,lnc c/o 724 Boardman-Poland Rd Boardman,OH 44512 Master Policy Number: B0572MR22W123 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 2022 To: 23RD FEBRUARY 2023 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@H untington,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 $1,000,000 But sublimited to: €. Sexual/Physical Misconduct Each Claim $25,000 including Claims Expenses b. Aggregate including Claims Expenses $3,000,000 But sublimited to: i. Sexual/Physical Misconduct Aggregate $75,000 including Claims Expenses APPR7 AS TO FORM MIC L E.OATES CITY ATTORNEY CITY OF HUNTINGTON SSACH Coverage No 6S 14I 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 $1,000,000 But sublimited to: I. Fire Legal Liability(Insuring Agreement 1.A.3.) $100,000 each Claim including Claims Expenses b. Aggregate Including Claims Expenses $1,000,000 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.S.,(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 $0 covered under Insuring Agreement I.A.6. 6, Policy Aggregate Limit of Liability $3,000,000 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. 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: 23RD FEBRUARY 2022 7. Terrorism Coverage: No 8. Waiver of Subrogation: No 9. Territory: Worldwide 10.Notification under this Huntington Insurance Inc Policy: 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 Coverage No 68141 ' I 11.Notice of Claim or Claims Department Circumstances: 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 B0572MR22W123 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 1.A.3 (Fire Legal Liability). Coverage No 68141 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 I. 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. Coverage No 68141 City of Huntington Beach List of Proposals / Responders to the RFP for Customer Service Training (RFP 2022-1021 ) 1. Freeman Hospitality, LLC 2. Modern Kaizen, LLC 3. North Star Consulting, Inc. 4. Snow and Associates Proposals to be awarded & Primary Contacts 1. Dennis Snow Snow & Associates, Inc. (Direct) 407-294-1855 I (Mobile) 407-963-7575 dennis@snowassociates.com www.snowassociates.com 2. Jennifer Coyle, President North Star Consulting 18120 SW 87 Court, Miami, FL 33157 Phone: 305-389-4786 Email: jcoyle@northstarconsultinginc.com www.northstarconsultinginc.com