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Alarm Program Systems LLC; 2022-05-02;
Alarm Management Service Agreement For the City of Carlsbad, CA This Alarm Management Service Agreement (hereinafter “Agreement”) is made and entered into this 2nd day of May, 2022 (the “Effective Date”) by and between Alarm Program Systems, LLC, a California limited liability company ("Company"), and the City of Carlsbad, CA ("City"), hereinafter individually referred to as "Party" and collectively referred to as the "Parties." RECITALS WHEREAS, Company is in the business of providing services to municipalities with alarm ordinances; and WHEREAS, pursuant to Chapter 8.50 of the City’s Municipal Code (“Alarm Systems”), the City has enacted laws governing the installation and use of private alarm systems and City desires to retain Company to administer and manage City's functions under the Alarm Ordinance (“City’s Alarm Management Program”), including collections, in accordance with the terms set forth below. NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties, each intending to be legally bound, agree as follows: AGREEMENT 1. Term. This Agreement shall commence on the effective date and continue in full force and effect for three (3) calendar years thereafter ("Initial Term"), unless earlier terminated as provided elsewhere in this Agreement with 90 days’ notice to terminate for either party during each annual contract period. Thereafter, the contract maybe renewed by mutual written consent of the parties for up to two additional one (1) year periods. 2. Termination. In the event either party shall, in good faith, determine the other to be in breach of the terms of this Agreement, the non-breaching party shall deliver written notice of the breach to the party in breach. The party in breach shall have thirty (30) days after notice is delivered to cure the breach. If the breach is not timely cured to the reasonable satisfaction of the non-breaching party, the non-breaching party may terminate this Agreement immediately upon delivering written notice of termination to the party in breach. Additionally, the parties acknowledge the terms of this Agreement relating to the Company's compensation were negotiated and established based upon current City ordinances and fee schedules applicable to alarm permits in effect on the effective date of this Agreement. In the event there is a change in any of the fees during the term of this Agreement, as extended from time to time, Company or the City shall have the right to request modification of this Agreement's compensation terms. Either party shall notify other party, in writing, of party’s desire to negotiate new compensation terms and each party shall engage in good faith negotiations regarding same. DocuSign Envelope ID: 10A7FA69-2C8E-4137-98A8-21D17B6468A7 3. Scope of Services. Company agrees to perform the services set forth in the Scope of Services attached hereto as Exhibit "A" and incorporated herein by this reference as though fully set forth. In the event City determines additional work beyond that contained in the Scope of Services is necessary for the effective administration of the City's Alarm Management Program, City may request Company perform this additional work. Following receipt of City's written authorization (which authorization shall include the rate of compensation payable to Company for such additional work) for the performance of such additional work, Company shall make all reasonable efforts to perform the additional work requested, submitting to City itemized invoices for the additional work performed. City agrees to deliver to Company, within 30 days of the invoice date, payment in full for each such itemized invoice submitted. 4. Compensation. Company shall be compensated in accordance with the Schedule of Compensation attached hereto as Exhibit "B" and incorporated herein by this reference as though fully set forth. 5. Obligation of City. City shall make available and/or deliver to Company, on a timely basis, those items Company determines necessary for Company's performance of its obligations under this Agreement, including, but not limited to, information, personnel, and technical support. 6. Ownership Rights. Company owns the software developed for and to be utilized in the operation and administration of City's Alarm Management Program ("Application Software") and Company retains all rights and titles therein and thereto. Upon City’s request, Company shall allow City limited access to any Application Software used by Company in connection with its duties hereunder, which access shall be provided for the purpose of verifying Company’s compliance with the terms of this Agreement. City acknowledges that apart from its limited right of access it possesses no other right, license, or interest in Company’s Application Software. City shall own all data relating to the alarm permits, including the documents prepared by Company for the purpose of administering and operating City's Alarm Management Program. Upon termination of this Agreement, each party shall, upon written request from the other party, promptly return to the other all documents, data, equipment, software, and other material belonging to, or otherwise owned by, the other party. Upon confirmation by the City, Company shall delete all data in Company’s possession owned by the City. 7. Confidentiality. The information and material Company receives from City regarding the individuals and/or businesses covered by City's Alarm Ordinance, or participating in City's Alarm Management Program, as well as the documents and material Company generates therefrom, are confidential to the extent permitted by law. And except as required for its performance under this Agreement, Company shall not disclose confidential information to any third party DocuSign Envelope ID: 10A7FA69-2C8E-4137-98A8-21D17B6468A7 without City's prior written consent, unless Company is otherwise required by law to do so. Further, Company shall instruct its personnel to comply with the restrictions placed on the use and for disclosure of said confidential information. 8. Hold Harmless. To the fullest extent permitted by law, Company shall indemnify, defend (at Company's sole expense, with legal counsel approved by City) and hold harmless the City of Carlsbad, members of its City Council, its boards and commissions, officers, agents, and employees (hereinafter, "Indemnitees"), from and against a loss, damage, cost, expense, liability, claims, demands, suits, attorneys' fees and judgments arising from or in any manner connected to Company's or its employees’ or agents’ wrongful or negligent acts related to this Agreement. This indemnification includes, but is not limited to, tort liability to a third person for bodily injury and property damage. Notwithstanding the foregoing, nothing herein shall be construed to require Company to indemnify an Indemnitee from any claim arising from the negligence or willful misconduct of that Indemnitee. The duty to defend referenced herein is wholly independent from the duty to indemnify, arises upon written notice by City to Company of a claim within the scope of this indemnification provision, and exists regardless of any determination of the ultimate liability of Company, City or any Indemnitee. 9. Insurance. Without limiting its obligations pursuant to Section 8 of this Agreement, the Company shall procure and maintain, at Company's own cost and expense and for the duration of this Agreement, insurance coverage as set forth in "Insurance Requirements" attached to and incorporated into this Agreement as Exhibit "C.” 10. Permits and Licenses. Company, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, licenses, and certificates that may be required in connection with the performance of services under this Agreement including, but not limited to, a City of Carlsbad business license. 11. Notices. Any notice given in connection with this Agreement shall be given in writing, will be sent by registered or certified U.S. Mail, postage prepaid, or by commercial overnight delivery service, by facsimile, or electronic transmission, and will be deemed delivered either on the date of return receipt acknowledgment (in the case of U.S. Mail), or on the next day after the sending of the notice (in the case of facsimile or electric transmission notice or overnight delivery service). Notices and other communications shall be addressed as follows: Address if to Company: Alarm Program Systems, LLC 360 Civic Drive, Suite A Pleasant Hill, CA 94523 Attention: Jim Huchingson, President DocuSign Envelope ID: 10A7FA69-2C8E-4137-98A8-21D17B6468A7 Address if to City: Carlsbad Finance Department 1635 Faraday Avenue Carlsbad, CA 92008 Attention: Alarm Program Coordinator Either party may notify the other, in writing, of a new address or contact person to which notices or other communications are to be delivered. 12. Non-Waiver. The failure of either party to exercise any of its rights under this Agreement for a breach thereof will not be deemed to be a waiver of such rights or a waiver of any subsequent breach. 13. Force Majeure. Neither Party will have any claim or right against the other for any failure of or delay in performance by such other Party if the failure or delay is caused by or the result of causes beyond the reasonable control of such other Party, including, but not limited to, acts of God, fire, flood, hurricane, or other natural catastrophe; terrorist actions, laws, orders, regulations, directions or actions of governmental authorities having jurisdiction over the subject matter hereof, or any civil or military authority, national emergency, insurrection, riot or war; inability to obtain equipment, material or other supplies, or other similar occurrence beyond the control of the affected Party. Any such delay or failure will suspend the affected Party’s obligations until the delay or failure ceases. 14. Choice of Law. Any dispute under, or related to, this Agreement shall be decided in accordance with the laws of the State of California. 15. Severability. If any part of this Agreement is held unenforceable, the rest of this Agreement shall nevertheless remain in full force and effect. 16. Amendments. This Agreement may be supplemented, amended, or revised only in writing signed by each Party. 17. Relationship of Parties. The legal relationship between the Parties hereto is that of an independent contractor, and nothing herein shall be deemed to make Company a City employee. During the performance of this Agreement, the Company and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. The personnel performing the Scope of Services under this Agreement on behalf of Company shall at all times be under Company’s exclusive direction and control. City shall have no voice in the selection, discharge, supervision or control of Company’s employees, representatives, or agents, or in fixing their compensation or hours of service. Company shall pay all wages, salaries and other amounts due its employees in connection with this Agreement and shall be responsible for all reporting obligations respecting them. City shall not, in any way DocuSign Envelope ID: 10A7FA69-2C8E-4137-98A8-21D17B6468A7 or for any purpose, be deemed a partner of Company in its business or otherwise a joint venture or a member of any joint enterprise with Company. 18. Entire Agreement. This Agreement is the entire agreement between the Parties and it cannot be amended or modified orally. This Agreement may be supplemented, amended or revised only by a writing, which is signed by each of the Parties. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first above written. Alarm Program Systems, LLC By: 5/2/2022 ______________________ Jim Huchingson President City of Carlsbad By: Zach Korach Finance Director APPROVED: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 10A7FA69-2C8E-4137-98A8-21D17B6468A7 Exhibit 'A' Scope of Services Generally, Company shall, consistent with City's current Alarm Ordinance, as amended from time to time, provide, operate, and maintain City's Alarm Management Program. In connection therewith, Company is responsible for developing, providing, installing, operating, and maintaining the system necessary to communicate with City, its Police Department, and those members of its citizenry affected by the alarm ordinance. As used herein, the term "Company's system" shall mean the equipment, including, but not limited to computer hardware and software, as well as the personnel and supplies necessary to carry out and operate City's Alarm Management Program and perform Company's duties and obligations articulated in the Alarm Management Service Agreement. More specifically, Company shall provide a system capable of performing, producing and otherwise generating the following outcomes: 1. System Interface. Company's system shall enable Company to communicate with the various City departments necessary for the effective performance of City's Alarm Management Program, including, but not limited to, City's Police Department. Company will establish an interface protocol with City’s current and any future CAD vendor to collect alarm call data daily, weekly, or as otherwise required by City. Company will provide for a secure, encrypted transmission of this data. 2. PA-DSS Compliance. All Company’s software subject to the Payment Application Data Security Standards (PA-DSS) shall be validated by Company in accordance with PCI Security Council published requirements. All software provided as a service which is subject to the Payment Card Industry (PCI) Data Security Standard shall be validated in accordance with the PCI Security Published requirements. 3. Data Centers. Any server used by Company in the provision of services outlined in this agreement that stores data owned by the City shall reside in a data center located within the continental United States. 2. System Capability, Functionality. Company's system, in addition to interfacing with City's departments, and as described with more particularity in the paragraphs that follow, shall be tailored to City’s False Alarm needs and objectives to acquire, access, assimilate, produce, record and store data relevant to the operation of City's Alarm Management Program; generate and issue notices, permits and billing statements; track accounts receivables, and generate reports as more particularly described below. Company will provide a minimum of one-week advance notice to the City of any planned maintenance that will prevent the City or its Customers from accessing the Company’s Alarm Management System. DocuSign Envelope ID: 10A7FA69-2C8E-4137-98A8-21D17B6468A7 3. Billing and Collection. (a) Company's system shall perform billing and payment collection functions consistent with the terms of City's Alarm Ordinance. Except as otherwise provided herein, Company will generate billing statements that include the following details: i. The name and mailing address of the individual or business billed; ii. The nature of the bill (i.e. initial registration, permit renewal, excess alarm fee); iii. Previous amount due; iv. New charges; v. Payments received (and/or other adjustments); vi. The current amount due; vii. The date payment is due; and viii. A telephone number with instructions to call should the individual or business have questions about its bill. Additionally, billing statements shall include a detachable form to be remitted with payment. (b) Company's system will provide customers with the ability to make payment on-line or by mail. On-line payments shall be by credit card and shall be processed through a secure site, and payments by mail shall be delivered to a Post Office Box maintained and managed by Company. (c) Company's system shall track the occurrence of each incomplete payment brought about by customer's initiation of a stop payment order, chargeback, or delivery of a bad check of any kind, as well as the fee, if any, associated with each such occurrence. Company's system shall add any such fee assessed or otherwise incurred to the balance due from such customer and subsequently deliver a new bill to customer. (d) Company shall coordinate with the City’s Finance Department, Information Technology Department and Police Department to develop a system that will allow walk-in payments under the Agreement utilizing the City’s existing centralized cashiering system. 4. Records. In addition to the information necessary for the production of billing statements under paragraph 3 above, Company's system shall maintain the records necessary for operation of City's Alarm Management Program, including records of the following information: i. Current customers, including name, mailing address, issue date of original registration, registration expiration date, annual registration renewal date, registration number, type of registration (residential or commercial), contact person and telephone number; ii. Registration number assigned to each customer; iii. Amount due from each customer; iv. Customer payment status (current or delinquent); v. Total customer payments received each day, each week, each month and each calendar year; DocuSign Envelope ID: 10A7FA69-2C8E-4137-98A8-21D17B6468A7 vi. Total customer payments received broken down by payment date, payment type and registration number; vii. A list of customers delinquent in their payments including the amount owed by each such customer and the total amount owed by all such customers; viii. The total number of violations for each customer/location broken down by the hour of day, day of the week, week of the month, month of the year, and year; ix. A list of customers currently pursuing appeal of billing; and x. A list of customers who have completed the appeals process along with a description of the outcome. 5. Reports. Company's system shall permit the generation and production of a variety of reports based upon the entry of a variety of parameters, including, but not limited to, registration number, customer name, customer address, incident type and date, including a range of dates. For example, Company's system shall possess the ability to produce the following types of reports: i. New alarm registrations issued and the fees collected therefor; ii. Total number of annual registration renewals billed, including the total dollar amount cited and the total dollar amount collected; iii. Total number of false alarms by type (i.e. burglar or robbery) and by category (registered or non-registered customer); iv. Total number of false alarms billed for each type and category as well as the fees collected therefor; v. A list of registrations by customer name, site address, registration number, and/or alarm company; vi. A list of the total dollar amount of charges billed, total dollar amount received, and total dollar amount of charges outstanding; and vii. Activity reports illustrating registrations (original and renewal), renewal notifications, billing and collections, as well as false alarm incidents. 6. Additional Functions. Company's system shall be equipped to perform the following functions: i. Generate and assign registration numbers automatically; ii. Generate, print and deliver registrations; iii. Generate, print and deliver billing statements and renewal notices; iv. Generate, print and deliver notices of non-compliance to non-registered alarm users; v. Generate, print and deliver notices of excessive false alarms to registered alarm users; vi. Generate, print and deliver notices and billing statements to non-registered alarm users who trigger false alarms; vii. Establish and maintain a directory of alarm companies providing service within the geographical boundaries of City, including in said directory, Alarm Company name, address, telephone number, and contact person; viii. Provide a link to City's Alarm Ordinance. DocuSign Envelope ID: 10A7FA69-2C8E-4137-98A8-21D17B6468A7 7. Additional Obligations. In addition to the other obligation contained in this Agreement, Company shall, during the term of this Agreement, perform the following obligations: ii. Maintain Company's equipment in good working order to help ensure uninterrupted operation of City's Alarm Management Program; ii. Take reasonable steps to protect Company's computer system against infection and corruption by means of virus, worm, or another similar invader. Upon recognizing that a Company computer system that either stores City data or is used in the provision of service to the City has been infected or corrupted, Company will immediately notify the City and provide the City with updates on the Company’s efforts to mitigate and resolve the issue. iii. Maintain a telephone number which individuals may call to speak with someone about the specific details of their bill or to ask about the alarm permit program generally; iv. Provide training to those City employees engaged in the operation and/or oversight of City's Alarm Management Program; and v. Provide the personnel necessary to carry out and perform the duties and obligations of Company as described in the Alarm Management Service Agreement. 8. Ordinance Consulting. Alarm Program Systems (APS) will assist City with Alarm Ordinance review, design and modification. APS will furnish industry standard ordinance templates, fee schedules and best practices. Additionally, APS will make resources available from our current set of customers to share best practices. City maintains close relationships with all of its agency partners and encourages all parties to share information covering the entire alarm program lifecycle from design, presenting to City Council and implementation/management. 9. Data Migration. Company will securely import all existing alarm program records (permits, billings, payments/history, fees outstanding, etc.) from Carlsbad’s current platform and use it to populate live permit accounts on the APS platform 10. Marketing. Company will work with the City’s Communication & Engagement Department to notify households, businesses, and alarm service providers of Alarm Ordinance existence and requirements, using City-generated templates and language as required. 11. Reconciliation. Company will provide accounting reconciliation services and accounting reports for all billing pursuant to Generally Accepted Accounting Principles on a monthly basis. This shall include monthly auditing to ensure accuracy. Said reports and all supporting documents will be submitted to the City within ten business days of month’s end. 13. Support. (a) Company will provide City with 24-hour emergency telephone number where a Company associate can be reached at all times. DocuSign Envelope ID: 10A7FA69-2C8E-4137-98A8-21D17B6468A7 (b) Company will respond to City relating to issues associated with the Alarm Management Services identified in this agreement in accordance with the following guidelines: Priority Description Response Resolution 1 – Urgent A support issue shall be considered Urgent when it produces a Total System Failure; meaning the Solution is not performing a process that has caused a complete work stoppage. Within 60 minutes Although resolution times vary depending on the exact issue and customer environment, Company will work to resolve an urgent issue within 24 hours or provide City a resolution plan with urgent issues within 24 hours of being reported. A resolution plan will detail the steps necessary to understand and possibly resolve the issue. 2 – Critical A support issue shall be considered Critical when a critical failure in operations occurs; meaning Company’s Solution is not performing a critical process and prevents the continuation of basic operations. Within 2 hours 3 – Non-Critical A support issue shall be considered Non-Critical when a non-critical failure in operations occurs; meaning the Solution is not performing non-critical processes, but the system is still usable for its intended purpose or there is a workaround. Within 4 hours 4 – Minor A support issue will be considered Minor when the issue causes minor disruptions in the way tasks are performed but does not affect workflow or operations. This may include cosmetic issues, general questions, and how to use certain features of the system. Within 24 hours DocuSign Envelope ID: 10A7FA69-2C8E-4137-98A8-21D17B6468A7 Exhibit “B” Schedule of Compensation Company and City acknowledge the terms of this Agreement relating to the Company's compensation were negotiated and established based upon current City Ordinances and fee schedules applicable to alarm permits in effect on the effective date of this Agreement. In the event there is a change in any of the fees during the term of this Agreement, as extended from time-to-time, Company and or City shall have the right to request modification of this Agreement's compensation terms. Company and or City shall notify the other Party, in writing, of the desire to negotiate new compensation terms and each Party shall engage in good faith negotiations regarding same. All revenues generated and collected by and/or on behalf of the City during the term of this Agreement shall be divided among the Parties as follows: CITY 79%, COMPANY 21% This revenue split will be based on total permit fees, renewal fees, false alarm fines, reinstatement fees, late fees or related fines collected by Company for City. Company’s revenue split shall not exceed $25,000 per agreement year. Company shall be solely responsible for the payment of (1) any one-time costs, including, but not limited to, any costs relating to implementation, data conversion, CAD interface, technical support, hardware, and training. Program costs for postage, mailing materials, credit card transaction, and banking fees will be paid from gross alarm program revenues prior to the agreed upon split. Payment System: Company will reconcile, on the first of each month, the previous month's deposits. Based on each monthly reconciliation, Company will invoice City showing all revenues collected and invoices paid. An ACH/EFT request will be made and the City's portion of the revenue shall be deposited to the City's designated bank within 10 days of the 1st of each month. DocuSign Envelope ID: 10A7FA69-2C8E-4137-98A8-21D17B6468A7 Exhibit “C” Insurance Requirements Insurance Requirements The insurance coverages specified in this paragraph are required unless modified by Exhibit 'A' of this agreement. If insurance requirements are contained in Exhibit “A”, they take precedence. The Company shall, at the Company’s own expense, maintain with an insurance carrier authorized or eligible to do business in the State of California, with minimum coverage as outlined below, commercial automobile liability insurance, and either commercial general liability insurance or, if any services required by the contract must be performed by persons authorized by the State of California, professional liability insurance: Commercial Automobile Liability Bodily Injury Liability and Property Damage Liability Insurance $1,000,000 each occurrence OR combined single limit coverage of $2,000,000, with not greater than a $1000 deductible. Commercial General Liability Bodily Injury Liability and Property Damage Liability Insurance $1,000,000 each occurrence OR combined single limit coverage of $2,000,000, with not greater than a $1000 deductible. Professional Liability Insurance Shall include errors and omissions insurance providing $1,000,000 coverage, with not greater than a $5,000 deductible for all liability, which may be incurred during the life of this contract. Cyber Liability Insurance Cyber Liability Insurance, with limits not less than $2,000,000 per claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Company in this agreement and shall include claims involving infringement of intellectual property, infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. The City of Carlsbad shall be named as an additional insured on all required policies, except professional liability insurance, and such insurance, as is carried by the Company, shall be primary over any insurance carried by Carlsbad. The Company shall provide a certificate of insurance, to be approved by the City of Carlsbad prior to contract execution, which shall be attached to the contract. Such insurance policies or related certificates of insurance shall name the City of Carlsbad as an additional insured on all general liability, automobile liability, employers’ liability, and excess DocuSign Envelope ID: 10A7FA69-2C8E-4137-98A8-21D17B6468A7 policies. The Company may comply with these insurance requirements through a program of self- insurance that meets or exceeds these minimum limits. The Company must provide the City of Carlsbad with adequate documentation of self-insurance, prior to performing any work related to this contract, and treat the City as an insured under the indemnity agreement. Should the Company no longer benefit from a program of self-insurance, the Company agrees to promptly obtain insurance as provided above. A forty-five (45) Calendar Day written notice shall be given prior to termination of or any material change to the policy(ies) as it relates to this Agreement. The City of Carlsbad shall have no obligation to report occurrences unless a claim is filed with the City Auditor; nor shall the City of Carlsbad have an obligation to pay premiums. In the event of nonrenewal, cancellation of, or material change in the coverage required, thirty (30) days written notice will be furnished the City of Carlsbad prior to the date of cancellation, change or nonrenewal. DocuSign Envelope ID: 10A7FA69-2C8E-4137-98A8-21D17B6468A7 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 05/03/2022 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 be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2tl~cT Holly Alessi Newfront Insurance Services, LLC wgN.fo Extl: (415) 754-3635 I FAX (A/C Nol: 450 Sansome Street i~lJ~ss, holly.alessi@newfront.com Suite 300 INSURER(S) AFFORDING COVERAGE NAIC# San Francisco CA 94111 INSURER A : Sentinel Insurance Company Ltd 11000 INSURED INSURERB : Hartford Accident & lndem Co 22357 Alarm Program Systems, LLC INSURERC : Houston Casualty Company 42374 CitySupport, LLC. INSURERD : 360 Civic Dr #Ste C INSURERE: Pleasant Hill CA 94523 INSURERF: 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 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. INSR TYPE OF INSURANCE ADDL SUBR POLICYEFF POLICY EXP LIMITS LTR ,uc,n uuun POLICY NUMBER IMM/DDNYYYl IMM/DDNYYYl X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 f--D CLAIMS-MADE [8J OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence\ $ 1,000,000 f-- MED EXP (Any one person) $ 10,000 f-- A X 57 SBA IC4905 SC 05/26/2021 f--05/26/2022 PERSONAL & ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 ~ □PRO-D Loc PRODUCTS -COMP/OP AGG $ 4,000,000 POLICY JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 (Ea accident) f-- ANY AUTO BODILY INJURY (Per person) $ f---ALL OWNED SCHEDULED A X 57 SBA IC4905 SC 05/26/2021 05/26/2022 BODILY INJURY (Per accident) $ f--AUTOS AUTOS 1$_ X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS /Per accident\ $ UMBRELLA UAB H OCCUR EACH OCCURRENCE $ f-- EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION XI ~ffruTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N B ANYPROPRIETOR/PARTNER/EXECUTIVE □ N/A E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? 57 WEC AE0DM5 10/11/2021 10/11/2022 (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 g~it~~ni~ on~OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 Cyber/E&O General aggregate: $2,000,000 C H21TG31559-01 11/16/2021 11/16/2022 Each Occurence: $2,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Carlsbad, its officers, officials, agents, employees and volunteers are included as an additional insured as required by a written contract with respect to General Liability and Auto Liability. Coverage is Primary and Non-Contributory. Notice of Cancellation form #SS 00 05 10 08 applies with respect to the General Liability policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 1'? I 1635 Faraday Ave Carlsbad CA 92008 ~?.,,v'""1-- I I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured -Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured -Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Dedarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Dedarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new Page 18 of 24 construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured -Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Granter Of Franchise, but only with respect to their liability as granter of franchise to you. 4. Additional Insured -Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured -State Or Political Subdivision -Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Form SS 00 08 04 05 Insured -State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product-completed operations" hazard. 7. Additional Insured -Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured -Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured -Owners, Lessees Or Contractors -Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products- completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured -Co-Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured -Co- Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. Page 20 of24 The limits of insurance that apply to additional insureds are described in Section D. -Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Form SS 00 08 04 05 a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker''. "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. -Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: Page 21 of24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of24 (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Form SS 00 08 04 05 c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products-completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee"; Page 23 of24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), equipment with such materials, parts or furnished in connection goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and Page 24of24 (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Yourwork": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Form SS 00 08 04 05 COMMON POLICY CONDITIONS All coverages of this policy are subject to the following conditions. A. Cancellation 1. The first Named Insured shown in the Declarations may cancel this policy by mailing or delivering to us advance written notice of cancellation. 2. We may cancel this policy by mailing or delivering to the first Named Insured written notice of cancellation at least: a. 5 days before the effective date of cancellation if any one of the following conditions exists at any building that is Covered Property in this policy: (1) The building has been vacant or unoccupied 60 or more consecutive days. This does not apply to: (a) Seasonal unoccupancy; or (b) Buildings in the course of construction, renovation or addition. Buildings with 65% or more of the rental units or floor area vacant or unoccupied are considered unoccupied under this provision. (2) After damage by a Covered Cause of Loss, permanent repairs to the building: (a) Have not started; and (b) Have not been contracted for, within 30 days of initial payment of loss. (3) The building has: (a) An outstanding order to vacate; (b) An outstanding demolition order; or (c) Been declared unsafe by governmental authority. (4) Fixed and salvageable items have been or are being removed from the building and are not being replaced. This does not apply to such removal that is necessary or incidental to any renovation or remodeling. Form 55 00 05 10 08 (5) Failure to: (a) Furnish necessary heat, water, sewer service or electricity for 30 consecutive days or more, except during a period of season~ unoccupancy;or (b) Pay property taxes that are owing and have been outstanding for more than one year following the date due, except that this provision will not apply where you are in a bona fide dispute with the taxing authority regarding payment of such taxes. b. 10 days before the effective date of cancellation if we cancel for nonpayment of premium. c. 30 days before the effective date of cancellation if we cancel for any other reason. 3. We will mail or deliver our notice to the first Named lnsured's last mailing address known to us. 4. Notice of cancellation will state the effective date of cancellation. The policy period will end on that date. 5. If this policy is canceled, we will send the first Named Insured any premium refund due. Such refund will be pro rata. If the first Named Insured cancels, the refund may be less than pro rata. The cancellation will be effective even if we have not made or offered a refund. 6. If notice is mailed, proof of mailing will be sufficient proof of notice. B. Changes This policy contains all the agreements between you and us concerning the insurance afforded. The first Named Insured shown in the Declarations is authorized to make changes in the terms of this policy with our consent. This policy's terms can be amended or waived only by endorsement issued by us and made a part of this policy. Page 1 of 3 © 2008, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission)