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20-058.00 Evco Sound & Electronics: On-Call Support Contract No.20-058-00 AGREEMENT FOR ON-CALL SERVICES Evco Sound &Electronics,Inc. THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington,hereinafter"City"and Evco Sound&Electronics,Inc.,hereinafter, jointly referred to as "Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1. Work to Be Performed. Contractor shall provide all labor, services, and material to satisfactorily complete the Scope of Services,attached as Exhibit A. A. Administration. The City Manager or designee shall administer and be the primary contact for Contractor. Prior to commencement of work,Contractor shall contact the City Manager or designee to review the Scope of Services, schedule, and date of completion. Upon notice from the City Manager or designee,Contractor shall commence work,perform the requested tasks in the Scope of Services,stop work,and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Contractor in entering into this Agreement. By execution of this Agreement,Contractor represents it possesses the ability,skill,and resources necessary to perform the work and is familiar with all current laws,rules,and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Contractor represents that the compensation as stated in paragraph 3 is adequate and sufficient for the timely provision of all professional services required to complete the Scope of Services under this Agreement. Contractor shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Contractor shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City-furnished information. C. Standard of Care. Contractor shall exercise the degree of skill and diligence normally employed by professional contractors engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Contractor will accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Contractor's area of practice. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Contractor shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Contractor shall complete its work by December 31, 2021 unless the time for performance is extended in writing by the Parties. Agreement for Services(without professional liability coverage) Page I of 9 Contract No.20-058-00 Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days'prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by 10 days' written notice to Contractor. In the event of termination without breach,City shall pay Contractor for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. City agrees to pay Contractor an agreed upon hourly rate up to a maximum amount of $150 / hours as full compensation for everything done under this Agreement, as set forth in Exhibit B. Contractor shall not perform any extra, further, or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Contractor shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below-stated address. City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services,City standards,City Code,and federal or state standards. 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONTRACTOR: Name: Christine Bainbridge,City Clerk Name: Kevin Bauer Phone:(509)720-5000 Phone:(509)535-8718 Address: 10210 East Sprague Avenue Address:3511 E Trent Ave. Spokane Valley, WA 99206 Spokane, WA 99202 6. Applicable Laws and Standards. The Parties, in the performance of this Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Contractor warrants that its designs, construction documents,and services shall conform to all federal, state,and local statutes and regulations. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A.By executing this Agreement,the Contractor certifies to the best of its knowledge and belief that it and its principals: 1. Are not presently debarred,suspended,proposed for debarment,declared ineligible,or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal,state, or local)transaction or contract under a public transaction;violation of federal or state antitrust statutes or commission of embezzlement,theft,forgery,bribery,falsification or destruction of records,making false statements,or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses Agreement for Services(without professional liability coverage) Page 2 of 9 Contract No.20-058-00 enumerated in paragraph(A)(2)of this certification;and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions(federal,state,or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification,such prospective participant shall attach an explanation to this Agreement. 8.Relationship of the Parties. It is understood and agreed that Contractor shall be an independent contractor and not the agent or employee of City,that City is interested in only the results to be achieved,and that the right to control the particular manner,method,and means in which the services are performed is solely within the discretion of Contractor. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Contractor. The Contractor shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9.Ownership of Documents. All drawings,plans,specifications,and other related documents prepared by Contractor under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Contractor under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form of computer files,for the City's use. City shall have unrestricted authority to publish,disclose,distribute,and otherwise use,in whole or in part,any reports,data,drawings,images,or other material prepared under this Agreement,provided that Contractor shall have no liability for the use of Contractor's work product outside of the scope of its intended purpose. 10.Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Contractor's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit,examine,make excerpts or transcripts from such records,and to make audits of all contracts, invoices,materials,payrolls, and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11.Insurance. Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Contractor,its agents,representatives,employees,or subcontractors. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types described below: 1.Automobile liability insurance covering all owned,non-owned,hired,and leased vehicles. Coverage shall be written on Insurance Services Office(ISO)form CA 00 01 or a substitute form providing equivalent liability coverage. 2.Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations,stop-gap independent contractors and personal injury,and advertising injury. City shall be named as an additional insured under Contractor's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. Agreement for Services(without professional liability coverage) Page 3 of 9 Contract No.20-058-00 3.Workers'compensation coverage as required by the industrial insurance laws of the State of Washington. B. Minimum Amounts of Insurance. Contractor shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than$1,000,000 per accident. 2.Commercial general liability insurance shall be written with limits no less than$1,000,000 for each occurrence,and$2,000,000 for general aggregate. C.Other Insurance Provisions. The policies are to contain,or be endorsed to contain,the following provisions for automobile liability and commercial general liability insurance: 1.Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance,self-insurance,or insurance pool coverage maintained by City shall be in excess of Contractor's insurance and shall not contribute with it. 2.Contractor shall fax or send electronically in.pdf format a copy of insurer's cancellation notice within two business days of receipt by Contractor. 3. If Contractor maintains higher insurance limits than the minimums shown above, City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Contractor, irrespective of whether such limits maintained by Contractor are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Contractor. 4. Failure on the part of Contractor to maintain the insurance as required shall constitute a material breach of the Agreement, upon which the City may, after giving at least five business days' notice to Contractor to correct the breach, immediately terminate the Agreement, or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Contractor from the City. D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Contractor shall furnish acceptable insurance certificates to the City Clerk at the time Contractor returns the signed Agreement,which shall be Exhibit C. The certificate shall specify all of the parties who are additional insureds,and shall include applicable policy endorsements,and the deduction or retention level.Insuring companies or entities are subject to City acceptance. If requested,complete copies of insurance policies shall be provided to City. Contractor shall be financially responsible for all pertinent deductibles,self-insured retentions,and/or self-insurance. 12.Indemnification and Hold Harmless. Contractor shall,at its sole expense,defend,indemnify,and hold harmless City and its officers,agents,and employees,from any and all claims,actions,suits, liability,loss, Agreement for Services(without professional liability coverage) Page 4 of 9 Contract No.20-058-00 costs,attorney's fees,costs of litigation,expenses,injuries,and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts,errors,or omissions in the services provided by Contractor, Contractor's agents, subcontractors, subcontractors, and employees to the fullest extent permitted by law, subject only to the limitations provided below. Contractor's duty to defend,indemnify,and hold City harmless shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees pursuant to RC W 4.24.115. Contractor's duty to defend, indemnify,and hold City harmless against liability for damages arising out of such services caused by the concurrent negligence of(a) City or City's agents or employees, and (b) Contractor,Contractor's agents,subcontractors,subcontractors and employees,shall apply only to the extent of the negligence of Contractor,Contractor's agents,subcontractors, subcontractors, and employees. Contractor's duty to defend, indemnify, and hold City harmless shall include, as to all claims, demands, losses, and liability to which it applies, City's personnel-related costs, reasonable attorneys' fees, the reasonable value of any services rendered by the office of the City Attorney,outside contractor costs,court costs, fees for collection,and all other claim-related expenses. Contractor specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act,Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages,compensation,or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Contractor's waiver of immunity under this provision extends only to claims against Contractor by City,and does not include,or extend to,any claims by Contractor's employees directly against Contractor. Contractor hereby certifies that this indemnification provision was mutually negotiated. 13.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power, right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party may assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other Party. 15.Subcontracts. Except as otherwise provided herein,Contractor shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16.Confidentiality. Contractor may,from time-to-time,receive information which is deemed by City to be confidential. Contractor shall not disclose such information without the prior express written consent ofCity or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes Agreement for Services(without professional liability coverage) Page 5 of 9 Contract No.20-058-00 between City and Contractor shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing,Contractor agrees that it may,at City's request,be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Contractor's services under this Agreement. Contractor further agrees that the Arbitrator(s)' decision therein shall be final and binding on Contractor and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 19.Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed,modified, or altered except in writing signed by the Parties hereto. 20.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted,or granted a present or future gift,favor,service,or other thing of value from any person with an interest in this Agreement. 21.Business Registration. Prior to commencement of work under this Agreement,Contractor shall register with the City as a business if it has not already done so. 22.Severability. If any section,sentence,clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence,clause,or phrase of this Agreement. 23. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services C. Insurance Certificates D. Assurance of compliance with applicable federa law "- The Parties have executed this Agreement this/3 ay of this/3 / ,2040 CITY OF SPOKANE VALLEY Contractor: (VIVIt— IF :1 .ztJ d/f MaAA Calhoun, City Manager By: 14, Its: Authorized Representative ATTEST: awe _ , '' Christine Bainbridge,City Clerk APPROVED AS TO FORM: Agreement for Services(without professional liability coverage) Page 6 of 9 Contract No.20-058-00 Office of City A ey Agreement for Services(without professional liability coverage) Page 7 of 9 Contract No.20-058-00 Exhibit D—Assurance of Compliance with Applicable Federal Law During the performance of this Agreement,the Contractor, for itself, its assignees, and successors in interest(hereinafter referred to as the "Contractor")agrees as follows: 1.Compliance with Regulations:The Contractor shall comply with the federal laws set forth in Section 7 of this Exhibit("Acts and the Regulations")relative to non-discrimination in federally-assisted programs of the U.S.Department of Transportation,Washington State Department of Transportation(WSDOT),as they may be amended from time-to-time, which are herein incorporated by reference and made a part of this Agreement. 2.Non-discrimination:The Contractor,with regard to the work performed by it during this Agreement,shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity,project,or program set forth in Appendix B of 49 CFR Part 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations,either by competitive bidding,or negotiation made by the Contractor for work to be performed under a subcontract,including procurements of materials,or leases of equipment,each potential subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race,color, or national origin. 4.Information and Reports:The Contractor shall provide all information and reports required by the Acts, the Regulations,and directives issued pursuant thereto,and shall permit access to its books,records,accounts, other sources of information, and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor shall so certify to the City or the WSDOT,as appropriate,and shall set forth what efforts it has made to obtain the information. 5.Sanctions for Noncompliance:In the event of a Contractor's noncompliance with the non-discrimination provisions of this Agreement, the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate, including, but not limited to: a. withholding payments to the Contractor under the Agreement until the Contractor complies; and/or b. cancelling,terminating,or suspending the Agreement, in whole or in part. 6.Incorporation of Provisions:The Contractor shall include the provisions of paragraphs one through six of this Exhibit in every subcontract,including procurements of materials and leases of equipment,unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Contractor shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions,including sanctions for noncompliance. Provided,that if the Contractor becomes involved in,or is threatened with litigation by a subcontractor or supplier because of such direction,the Contractor may request that the City enter into any litigation to protect the interests of the City. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. 7. Pertinent Non-Discrimination Authorities: During the performance of this Agreement,the Contractor Agreement for Services(without professional liability coverage) Page 8 of 9 Contract No.20-058-00 agrees to comply with the following non-discrimination statutes and authorities;including but not limited to: Title VI of the Civil Rights Act of 1964(42 U.S.C.§2000d et seq.,78 stat.252),(prohibits discrimination on the basis of race,color, national origin);and 49 CFR Part 21; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601),(prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability);and 49 CFR Part 27; The Age Discrimination Act of 1975,as amended,(42 U.S.C.§6101 et seq.),(prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982,(49 USC §471, Section 47123),as amended,(prohibits discrimination based on race,creed,color,national origin,or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities,public and private transportation systems,places of public accommodation,and certain testing entities(42 U.S.C.§§12I 31-12189)as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race,color,national origin,and sex); Executive Order 12898,Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs,policies,and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166,Improving Access to Services for Persons with Limited English Proficiency,and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency(LEP).To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed. Reg. at 74087 to 74100);and Title IX of the Education Amendments of 1972,as amended,which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C. §1681 et seq.). Agreement for Services(without professional liability coverage) Page 9 of 9 Exhibit A—Scope of services Task Order Agreement—On-call Support Contract 20-058-00 Each item of work under this AGREEMENT will be provided by task assignment. The total amount for each assignment will be individually negotiated with the CONSULTANT.The amount established for each assignment will be the maximum amount payable for that assignment unless modified in writing by the CITY OF SPOKANE VALLEY(CITY). The City is not obligated to assign any specific number of tasks to the CONSULTANT,and the CITY'S and CONSULTANT's obligations hereunder are limited to tasks assigned in writing.Task assignments may include but are not limited to,the following types of work: A. Troubleshooting software or hardware issues B. Programming software or hardware C. Updating firmware or software Task assignments by the CITY shall be issued in writing. 7.17A71- STATE OF WASHINGTON Department of Labor& Industries Certificate of Workers' Compensation Coverage March 2, 2020 WA UBI No. 600 187 719 L&I Account ID 227,266-00 Legal Business Name EVCO SOUND& ELECTRONICS INC Doing Business As EVCO SOUND& ELECTRONICS INC Workers' Comp Premium Status: Account is current. Estimated Workers Reported Quarter 4 of Year 2019"51 to 75 (See Description Below) Workers" Account Representative Employer Services Help Line, (360) 902-4817 Licensed Contractor? Yes License No. EVCOSE1151 BM License Expiration 08/03/2020 What does "Estimated Workers Reported" mean? Estimated workers reported represents the number of full time position requiring at least 480 hours of work per calendar quarter. A single 480 hour position may be filled by one person, or several part time workers. Industrial Insurance Information Employers report and pay premiums each quarter based on hours of employee work already performed, and are liable for premiums found later to be due. Industrial insurance accounts have no policy periods, cancellation dates, limitations of coverage or waiver of subrogation (See RCW 51 .12.050 and 51.16.190). Client#: 2164711 124EVCOSOU YYYY) ACORDr. CERTIFICATE OF LIABILITY INSURANCE 3/0 DATE(3/2020 MM/DD/MM/DD/ 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: GA Certificate Team NA McGriff Insurance Services PHONE 678-726-1000 FAX 877-657-1559 (A/C,No,Ext): (A/C,No): 1071 Founders Blvd. EMAIL mea certificates riffinsurance.com ADDRESS: certificatesga@mcgriffinsurance.com Suite B INSURER(S)AFFORDING COVERAGE NAIC Athens,GA 30606 INSURER A:Atlantic Specialty Insurance Company 27154 INSURED INSURER B:Crum&Forster Specialty Insurance Co 44520 Evco Sound&Electronics Inc INSURER C: 3511 E Trent Ave INSURER D Spokane,WA 99202-4416 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 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 POLICY EFF POLICY EXP W LIMITS LTR INSR VD POLICY NUMBER tMM/DD/YYYY) (MM/DDIYYYY) A X COMMERCIAL GENERAL LIABILITY X 7110160550002 11/26/2019 11/26/2020 EEAACCHH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR PREMISES(Ea o Errence) $500,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO- POLICY JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY X 7110160550002 11/26/2019 11/26/2020 COMBINED SINGLE LIMIT (Ea accident) $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ — OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X AUTOS ONLY v NON-OWNED PROPERTY DAMAGE AUTOS ONLY (Per accident) A X UMBRELLA LIAB X OCCUR 7110160550002 11/26/2019 11/26/2020L EACH OCCURRENCE $2,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $2,000,000 DED X RETENTION$O $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER OFFIRR/ M DE PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Cyber/E&O TE0100225400 11/26/2019 11/26/2020 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Project: City Hall Panic Buttons-Contract No.20-058-00 City of Spokane Valley is included as Additional Insured with respect to the General Liability and Auto Liability on a primary and non-contributory basis when required by written contract with Named Insured. CERTIFICATE HOLDER CANCELLATION City of Spokane Valley SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 10210 East Sprague Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Spokane,WA 99206 AUTHORIZED REPRESENTATIVE 'RO (, WIN AAA! '11. SlAOO W ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S25313599/M24722347 SC11 Evco Sound&Electronics Inc Policy Number: 7110160550002 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM GENERAL LIABILITY ENDORSEMENT - TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement extends certain coverages.The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights,duties and what is and is not covered. A. Section I—Coverages 4. Incidental Malpractice by Employed 1. Expected or Intended Injury Physicians, Nurses, EMTs and Paramedics (Property Damage) 5. User of Covered Watercraft 2. Non Owned Aircraft and 6. Newly Acquired or Formed Organizations Watercraft Under 55 Feet C. Section III—Limits of Insurance— 3. Broadened Property Damage— Aggregate Limit Per Location Rented Premises, Borrowed Equipment and D. Section IV—Commercial General Use of Elevators Liability Conditions 4. Personal and Advertising Injury Exclusions a. Insureds in Media and 1. Duties in Event of Occurrence, Offense, Internet Type Businesses Claim or Suit b. Electronic Chatrooms or Bulletin Boards 2. Waiver of Subrogation When Required by 5. Medical Payments— Written Contract or Agreement Increased Limits and Time Period E. Section V—Definitions 6. Product Recall Expense Coverage 7. Supplementary Payments— 1. Bodily Injury—Includes Mental Anguish Cost of Bail Bonds and Loss of Earnings 2. Coverage Territory—Worldwide 3. Mobile Equipment—Self-Propelled Snow B. Section II—Who is an Insured Removal, Road Maintenance and Street 1. Broadened Named Insured Cleaning Equipment Less than 1,000 Pounds 2. Additional Insured—Broad Form Vendor Gross Vehicle Weight 3. Additional Insured—Written Contract, Agreement, Permit or Authorization A. Section I—Coverages 1. Expected or Intended Injury (Property Damage) The following is added to Exclusion 2.a. Expected Or Intended Injury of Section I—Coverages— Coverage A—Bodily Injury and Property Damage Liability: This exclusion does not apply to"property damage"resulting from the use of reasonable force to protect persons or property. 2. Non-Owned Aircraft and Watercraft Under 55 Feet a. The following is added to Exclusion 2.g. Aircraft, Auto or Watercraft of Section I—Coverages— Coverage A—Bodily Injury and Property Damage Liability: This exclusion does not apply to an aircraft that is: (a) Hired, chartered or loaned with a paid crew; and (b) Not owned by any insured. b. The following replaces Exclusion 2.g.(2)(a) of Section I—Coverages—Coverage A—Bodily Injury and Property Damage Liability: (a) Less than 55 feet long; and VCG 207 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 9 Copyright 2017,OneBeacon Insurance Group LLC E-INSURED c. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV— Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for aircraft or watercraft not owned by any insured,whether such insurance is primary,excess, contingent or on any other basis. 3. Broadened Property Damage—Rented Premises, Borrowed Equipment and Use of Elevators a. The following is added to Exclusion 2.j. Damage To Property of Section I—Coverages— Coverage A—Bodily Injury and Property Damage Liability: Paragraph (1) of this exclusion does not apply to"property damage"to real property you rent or temporarily occupy with permission of the owner. Paragraph(4)of this exclusion does not apply to"property damage"to equipment you borrow while at a job site if the equipment is not being used by anyone to perform work or operations at the time of loss. Paragraphs(3), (4) and(6)of this exclusion do not apply to "property damage"arising out of the use of elevators at premises you own, rent, lease or occupy. b. The following replaces Paragraph 6. of Section III—Limits Of Insurance: 6. Subject to Paragraph 5. above, the Damage to Premises Rented to You Limit shown in the Declarations is the most we will pay under Coverage A for damages because of"property damage"to any one premises while rented to you or occupied by you with permission of the owner. If a Damage to Premises Rented to You Limit is not shown in the Declarations,that Limit will be$500,000. c. The following is added to Paragraph b.(1)of Paragraph 4. Other Insurance of Section IV— Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for real property you rent or temporarily occupy with the permission of the owner, borrowed equipment or use of elevators,whether such insurance is primary, excess, contingent or on any other basis. 4. Personal and Advertising Injury Exclusions a. Insureds in Media and Internet Type Businesses The following replaces Exclusion 2.j. Insureds In Media And Internet Type Businesses of Section I—Coverages—Coverage B—Personal and Advertising Injury Liability: "Personal and advertising injury"committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; or (2) Designing or determining content of web sites for others. However,this exclusion does not apply to Paragraphs 14.a., b.and c.of"personal and advertising injury"under the Definitions section. For the purposes of this exclusion,the placing of frames, borders or links, or advertising for you, is not by itself considered the business of advertising, broadcasting, publishing or telecasting. b. Electronic Chatrooms or Bulletin Boards The following replaces Exclusion 2.k. Electronic Chatrooms Or Bulletin Boards of Section I— Coverages—Coverage B—Personal and Advertising Injury Liability: "Personal and advertising injury"arising out of an electronic chatroom or bulletin board the insured hosts, owns or maintains for others. 5. Medical Payments—Increased Limits and Time Period The following provisions are modified only if Coverage C is not otherwise excluded by the provisions of this Coverage Part or any endorsement. a. The following replaces Paragraph a.(3)(b) in Paragraph 1. Insuring Agreement of Section I— Coverage C—Medical Payments: (b) The expenses are incurred and reported to us within three years of the date of the accident; and VCG 207 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 9 Copyright 2017,OneBeacon Insurance Group LLC b. The following is added to Paragraph 7. of Section III—Limits Of Insurance: The Medical Expenses Limit for Coverage C is the greater of$15,000 per person or the amount shown in the Declarations. 6. Product Recall Expense Coverage a. The following is added to Section I—Coverages: Product Recall Expense Schedule Product Recall Aggregate Limit $50,000 Each Product Recall Limit $25,000 Each Product Recall Deductible $1,000 The limits and deductible in this Schedule apply to Product Recall Expense Coverage unless other amounts are shown in the Declarations. PRODUCT RECALL EXPENSE COVERAGE We will pay"product recall expense" incurred by you or on your behalf for a "covered recall"to which this insurance applies.This insurance applies to "product recall expense"for a"covered recall"that takes place in the"coverage territory"and during the policy period.The amount we will pay for"product recall expense"is limited as described in Section III—Limits Of Insurance. We will only pay the amount of"product recall expense" in excess of the Each Product Recall Deductible shown in the Schedule above.You must pay the Each Product Recall Deductible for each"covered recall"that is initiated. b. The following is added to Section III—Limits Of Insurance: The Product Recall Aggregate Limit shown in the Schedule above is the most we will pay for the sum of all"product recall expense" incurred for all"covered recalls" initiated during the policy period. Subject to the Product Recall Aggregate Limit,the Each Product Recall Limit shown in the Schedule above is the most we will pay for all "product recall expenses"arising out of any one"covered recall" for the same defect or deficiency. c. The following is added Section IV—Commercial General Liability Conditions: Duties In The Event Of"Covered Recall" 1. You must report a"covered recall"to us as soon as practicable and no later than 30 days after you discover or are made aware of such recall. 2. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid,without our consent. 3. You must see to it that the following are done as soon as practicable after an actual or anticipated"covered recall"that may result in "product recall expense": (a) Give us notice of any discovery or notification that"your product" must be withdrawn or recalled, including a description of"your product"and the reason for the withdrawal or recall; (b) Cease any further release, shipment, consignment or any other method of distribution of such product, as well as any similar products, until it has been determined that all such products are free from defects that could result in "product recall expense"; (c) As often as may be reasonably required, permit us to: (1) Inspect"your product"and take damaged and undamaged samples of"your products" for inspection,testing and analysis; and (2) Examine and make copies from your books and records; (d) Within 60 days of our request and providing you the necessary forms, send us a signed, sworn proof of loss containing the information we request to settle the claim; and VCG 207 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 9 Copyright 2017,OneBeacon Insurance Group LLC (e) Permit us to examine any insured under oath,while not in the presence of any other insured, at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records.An insured's answers to the examination must be signed. d. The following are added to Section V—Definitions: "Covered recall" means a recall of"your product" made necessary because the insured or a government entity has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in "your product" has resulted in, or will result in, "bodily injury"or"property damage". "Product recall expense": a. Means the following necessary and reasonable extra expenses incurred by you or on your behalf exclusively for the purpose of recalling "your product": (1) Expenses for communications, including broadcast announcements or printed "advertisements"and associated stationery, envelopes and postage; (2) Expenses for shipping the recalled products from any purchaser,distributor or user to the place or places designated by you; (3) Expenses for overtime paid to your regular non-salaried"employees"; (4) Expenses for hiring"temporary workers"; (5) Expenses incurred by"employees", including transportation and accommodations; (6) Expenses to rent additional warehouse or storage space; or (7) Expenses for proper disposal of"your product" if the disposal is necessary to avoid "bodily injury"or"property damage"and is other than regularly used to discard,trash or dispose of "your product". b. Does not include the following: (1) Damages,fines or penalties; (2) Defense expenses; (3) The cost of regaining your market share, goodwill, revenue or profit; or (4) Any expenses resulting from: (a) Failure of any product to accomplish its intended purpose; (b) Breach of warranties of fitness, quality, durability or performance; (c) Loss of customer approval, or any cost incurred to regain customer approval; (d) Redistribution or replacement of"your product"that was recalled with like products or substitutes; (e) The insured's caprice or whim; (f) A condition any insured knew,or had reason to know, of at the inception of this insurance that was likely to cause loss; or (g) Recall of"your products"that have no known or suspected defect solely because a known or suspected defect in another of"your products"has been found. 7. Supplementary Payments—Cost of Bail Bonds and Loss of Earnings The following replaces Paragraphs 1.b. and 1.d.of Supplementary Payments—Coverages A and B in Section I—Coverages: b. Up to$2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies.We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to$250 a day because of time off from work. VCG 207 0618 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 4 of 9 Copyright 2017,OneBeacon Insurance Group LLC B. Section II—Who is an Insured 1. Broadened Named Insured Section II—Who Is An Insured is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on the effective date of this endorsement, but only if there is no other similar insurance available to that organization.This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 2. Additional Insured—Broad Form Vendor a. Section II—Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as"vendor")with whom you have agreed in a written contract or agreement to provide insurance, but only with respect to "bodily injury" or"property damage"arising out of"your products"that are distributed or sold in the regular course of the vendor's business. But none of these vendors are an additional insured: (1) If the"products-completed operations hazard" is excluded under the Coverage Part or by endorsement; (2) If the vendor is a person or organization from whom you have acquired the products, or any ingredient, part or container entering into, accompanying or containing those products; (3) For"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 unless that the vendor would have otherwise been liable for such "bodily injury"or"property damage" in the absence of that contract or agreement; or (4) For"bodily injury"or"property damage"caused by or arising out of: (a) Any express warranty not authorized by you; (b) Any physical or chemical change in the product made intentionally by the vendor; (c) Repackaging, except when 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; (d) 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; (e) Operations to demonstrate, install, service or repair, except those operations performed at the vendor's premises in connection with the sale of the product; (f) 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 (g) The sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf, unless such act or omission is: (i) In the course of repackaging"your products" in the original container after unpacking solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer; (ii) A demonstration, installation, servicing or repair operation of"your products" performed at the vendor's premises in connection with the sale of the product; or (iii)An inspection, adjustment,test or servicing of"your products"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. b. The insurance afforded to such vendor under Paragraph a. above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract or agreement to provide to such vendor. VCG 207 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 5 of 9 Copyright 2017,OneBeacon Insurance Group LLC c. The following is added to Section III—Limits Of Insurance: The most we will pay on behalf of a vendor that qualifies as an additional insured is the amount of insurance: a. Required by the contract or agreement;or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less.This provision does not increase the applicable Limits of Insurance shown in the Declarations. 3. Additional Insured—Written Contract, Agreement, Permit or Authorization a. Section II—Who Is An Insured is amended to include as an additional insured any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance but only with respect to liability for injury or damage caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf for: (1) "Bodily injury", "property damage"or"personal and advertising injury" in the performance of your ongoing operations, and only until your operations are completed,for such person or organization at the location designated in the contract, agreement, permit or authorization; (2) "Bodily injury", "property damage"or"personal and advertising injury" in the maintenance, operation or use of equipment leased to you by such person or organization; or (3) "Bodily injury", "property damage"or"personal and advertising injury"in connection with premises you own, rent, lease or occupy. b. The insurance afforded to an additional insured under Paragraph a. above does not apply: (1) Unless: (a) The contract or agreement is executed, or the permit or authorization is issued, before the "bodily injury", "property damage"or"personal and advertising injury" occurs; and (b) The contract, agreement, permit or authorization is in effect or becomes effective during the policy period. (2) To any: (a) Person or organization included as an insured under any other provision of this policy, including this or any other endorsement; (b) Lessor of equipment after the equipment lease terminates or expires; (c) Owner or other interests from whom land has been leased; (d) Manager or lessor of premises if: (i) The"occurrence"takes place after you cease to be a tenant in that premises; or (ii) The"bodily injury", "property damage"or"personal and advertising injury"arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (e) Person or organization if the"bodily injury", "property damage"or"personal and advertising injury"arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (i) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (ii) Supervisory, inspection,architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring,employment,training or monitoring of others by that insured, if the"occurrence"which caused the"bodily injury"or"property damage", or the offense which caused the"personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services; or VCG 207 0618 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 6 of 9 Copyright 2017,OneBeacon Insurance Group LLC (f) "Bodily injury"or"property damage"occurring after: (i) All work, including materials, parts or equipment furnished in connection with such work, on the project(other than service, maintenance or repairs)to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (ii) That portion of"your work"out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. c. The insurance afforded to an additional insured under Paragraph a. above: (1) Applies only to the extent permitted by law; and (2) Will not be broader than that which you are required by the contract, agreement, permit or authorization to provide to such additional insured. d. With respect to the insurance afforded to an additional insured under Paragraph a. above: (1) The following is added to Paragraph 4. Other Insurance of Section IV—Commercial General Liability Conditions: Regardless of the provisions of Paragraphs a. and b. above,this insurance is primary to, and will not seek contribution from,any other insurance available to an additional insured if: (1) Such additional insured is a Named Insured under that other insurance; and (2) You have agreed in the contract, agreement, permit or authorization that this insurance would be primary and would not seek contribution from any other insurance available to such additional insured. (2) The following is added to Section III—Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract, agreement, permit or authorization;or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less.This provision does not increase the applicable Limits of Insurance shown in the Declarations. 4. Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics a. The following is added to Paragraph 2.a.(1)(d)of Section II—Who Is An Insured: But an"employee"or"volunteer worker"employed or volunteering as a physician, dentist, nurse, emergency medical technician or paramedic is an insured if you are not engaged in the business or occupation of providing professional health care services. b. The following is added to Paragraph b.(1)in Paragraph 4. Other Insurance of Section IV— Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured for coverage for insured"employee"or volunteer worker who is a physician, dentist, nurse, emergency medical technician or paramedic, whether such insurance is primary, excess, contingent or on any other basis. 5. User of Covered Watercraft a. Section II—Who Is An Insured is amended to include as an additional insured any person or organization who uses, or is responsible for the use of, a watercraft covered by this policy if the use is with your express or implied consent. But no such person or organization is an insured with respect to: a. "Bodily injury"to that person's or organization's"employee"; or b. "Property damage"to property: (1) Owned, occupied or used by; or (2) In the care, custody or control of, rented to or over which physical control is being exercised for any purpose by; that person or organization. VCG 207 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 7 of 9 Copyright 2017,OneBeacon Insurance Group LLC b. The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV— Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured for use of, or responsibility for use of, a watercraft covered by this policy, whether such insurance is primary,excess, contingent or on any other basis. 6. Newly Acquired or Formed Organizations The following replaces Paragraph 3.a. of Section II—Who Is An Insured: a. Coverage under this provision is afforded only until the end of the policy period; C. Section III—Limits of Insurance—Aggregate Limit Per Location The following is added to Paragraph 2. of Section III—Limits Of Insurance: The General Aggregate Limit applies separately to each "location" of yours.As used in this provision, "location" means premises you own, rent or lease involving the same or connecting lots, or whose connection is interrupted only by a street, roadway,waterway or right-of-way of a railroad. D. Section IV—Commercial General Liability Conditions 1. Duties in the Event of Occurrence, Offense,Claim or Suit The following is added to Paragraph 2. Duties In The Event Of Occurrence,Offense, Claim Or Suit of Section IV—Commercial General Liability Conditions: The requirements that you must notify us of an "occurrence", offense, claim or"suit", or send us documents concerning a claim or"suit", apply only if the"occurrence", offense, claim or"suit" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An"executive officer"or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an "occurrence"or an offense that may result in a claim does not apply if you report the"occurrence"or offense to your workers' compensation insurer and that"occurrence"or offense later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an "occurrence"or offense is a liability claim rather than a workers'compensation claim, you must comply with all parts of Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV—Commercial General Liability Conditions. 2. Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph 8.Transfer of Rights of Recovery Against Others to Us of Section IV—Commercial General Liability Conditions: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or"your work" included within the"products-completed operations hazard" if the operations or work is done under a written contract or agreement with that person or organization, but only if the contract or agreement is executed before the"bodily injury" or"property damage"occurs and requires you to waive your rights of recovery. E. Section V—Definitions 1. Bodily Injury—Includes Mental Anguish The following is added to Paragraph 3. of Section V—Definitions: "Bodily injury"includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Coverage Territory—Worldwide The following replaces Paragraph 4. of Section V—Definitions: 4. "Coverage territory" means anywhere other than a country or jurisdiction that is subject to trade or other economic sanction or embargo by the United States of America. But the insured's VCG 207 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 8 of 9 Copyright 2017,OneBeacon Insurance Group LLC responsibility to pay damages must be determined in a settlement we agree to or in a "suit" on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada. 3. Mobile Equipment—Self-Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight The following is added after Paragraph 12.f.(1) of Section V—Definitions: But a self-propelled vehicle of less than 1,000 pounds gross vehicle weight that is maintained primarily for purposes other than transportation of persons or cargo with permanently attached equipment for snow removal, road maintenance(other than construction or resurfacing)or street cleaning will be considered"mobile equipment"and not an "auto". VCG 207 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 9 of 9 Copyright 2017,OneBeacon Insurance Group LLC Evco Sound&Electronics Inc 7110160550002 COMMERCIAL AUTO CA04491116 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. A. The following is added to the Other Insurance B. The following is added to the Other Insurance Condition in the Business Auto Coverage Form Condition in the Auto Dealers Coverage Form and and the Other Insurance—Primary And Excess supersedes any provision to the contrary: Insurance Provisions in the Motor Carrier This Coverage Form's Covered Autos Liability Coverage Form and supersedes any provision to Coverage and General Liability Coverages are the contrary: primary to and will not seek contribution from any This Coverage Form's Covered Autos Liability other insurance available to an "insured" under Coverage is primary to and will not seek your policy provided that: contribution from any other insurance available to 1. Such"insured" is a Named Insured under such an "insured" under your policy provided that: other insurance; and 1. Such "insured" is a Named Insured under such 2. You have agreed in writing in a contract or other insurance; and agreement that this insurance would be 2. You have agreed in writing in a contract or primary and would not seek contribution from agreement that this insurance would be any other insurance available to such primary and would not seek contribution from "insured". any other insurance available to such "insured". CA 04 49 11 16 ©Insurance Services Office, Inc., 2016 Page 1 of 1 Evco Sound&Electronics Inc Policy Number: 7110160550002 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BROAD FORM AUTOMOBILE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement extends certain coverages.The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. A. Drive Other Car Coverage—Executive Officers 4. Loss of Use Expenses Increased and Certain Individuals 5. Other Coverage Extensions B. Section II—Covered Autos Liability Coverage a. Airbag Discharge b. Auto Theft Reward 1. Additional Insured—Written Contract, c. Loan/Lease Gap Coverage Agreement, Permit or Authorization d. Rental Reimbursement 2. Broadened Named Insured 6. Diminution in Value 3. Employees as Insureds 7. Communications Equipment (Including Employee Hired Autos and 8. Deductible Waived For Glass Repair Fellow Employee Coverage) 4. Newly Acquired or Formed Organizations D. Section IV—Business Auto Conditions 5. Supplementary Payments— 1. Duties in Event of Accident, Claim, Suit or Loss Bail Bonds and Loss of Earnings 2. Waiver of Subrogation When Required by C. Section III—Physical Damage Coverage Written Contract or Agreement 1. Hired Auto Physical Damage Coverage E. Section V—Definitions 2. Towing—Any Covered Autos 1. Bodily Injury—Includes Mental Anguish 3. Transportation Expenses Increased 2. Executive Officer A. Drive Other Car Coverage—Executive Officers and Certain Individuals 1. The following is added to Section I—Covered Autos: Drive Other Car Coverage a. For Covered Autos Liability Coverage and Physical Damage Coverage, "autos"in the care, custody or control of an"insured"described in Paragraph 2. below,which you do not own, hire, lease or borrow, are covered"autos". But this does not include any"auto": (1) Owned by any"insured"described in Paragraph 2. below,or any member of their household, including any"auto"that is owned but not insured; (2) Used by an "insured"described in Paragraph 2. below while working in the business of selling, servicing, repairing or parking autos; or (3) Insured or covered under another policy. b. If Medical Payments, Uninsured/Underinsured Motorist, Personal Injury Protection or other compulsory coverages required by the governing jurisdiction are provided by this policy, then an "insured"described in Paragraph 2. below, and their family members residing in the same household, are"insureds"while: (1) Occupying as a passenger; or (2) A pedestrian when struck by; any"auto" you do not own, hire, lease or borrow, except an"auto"owned by an"insured"described in Paragraph 2. below or members of their household, or an"auto" insured or covered under any other policy. VCA 201 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 1 of 5 Copyright 2018,OneBeacon Insurance Group LLC E-INSURED 2. With respect to Drive Other Car Coverage only, Paragraph A.1.Who is an Insured of Section II— Liability Coverage is amended to include as an"insured"the following: If you are designated in the Declarations as: a. An individual, you and your spouse. b. A partnership, your partners and their spouses. c. An organization other than an individual or a partnership, your"executive officers"and their spouses. 3. Limit of Insurance and Deductible The most we will pay for Drive Other Car Coverage is the single highest Limit of Insurance for the applicable coverage for an "auto"you own.The Deductible for Drive Other Car Coverage is the largest Deductible for the applicable coverage for an"auto"you own. 4. Other Insurance Regardless of the existence of other insurance or Paragraph B.5. Other Insurance of Section IV— Business Auto Conditions, Drive Other Car Coverage is primary. B. Section II—Covered Autos Liability Coverage 1. Additional Insured—Written Contract,Agreement, Permit or Authorization Paragraph A.1.Who is an Insured of Section II—Covered Autos Liability Coverage is amended to include as an additional"insured"any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance such as is afforded under this Coverage Form but only with respect to liability for"bodily injury"or"property damage"caused in whole or in part by your maintenance, operation or use of a covered "auto". But this insurance does not apply: a. Unless the written contract or agreement has been executed or the permit or authorization has been issued prior to the"accident"that caused the"bodily injury"or"property damage"; b. To any person or organization included as an"insured" under any other provisions of this policy, including this or any other endorsement; c. To the independent acts or omissions of such person or organization; or d. To any lessor of"autos"when their contract or agreement with you for such leased"auto" ends or the lessor or its agent takes possession of the"auto". 2. Broadened Named Insured Paragraph A.1.Who is an Insured of Section II—Covered Autos Liability Coverage is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on or after the effective date of this endorsement, but only if there is no other similar insurance available to that organization.This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Employees as Insureds (Including Employee Hired Autos and Fellow Employee Coverage) a. Paragraph A.1.Who is an Insured of Section II—Covered Autos Liability Coverage is amended to include as an"insured"your"employee"while: (1) Using a covered "auto" you do not own, hire or borrow in your business or your personal affairs. (2) Operating an"auto"hired or rented under a contract or agreement in that"employee's"name, with your permission,while performing duties related to the conduct of your business. b. Exclusion B.5. Fellow Employee of Section II—Covered Autos Liability is deleted. c. The following is added to B.5.b of Section IV—Business Auto Conditions: Any covered"auto" hired or rented without a driver by your"employee" under a contract or agreement in that"employee's"name, with your permission,while performing duties related to the conduct of your business is also deemed to be a covered "auto"you own. VCA 201 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 5 Copyright 2018,OneBeacon Insurance Group LLC 4. Newly Acquired or Formed Organizations Paragraph A.1.Who is an Insured of Section II—Covered Autos Liability Coverage is amended to include as an "insured"any organization you newly acquire or form, other than a partnership or joint venture, and over which you maintain ownership or majority interest, if there is no other similar insurance available to that organization. But: (1) Coverage under this provision is afforded only until the end of the policy period; and (2) Coverage does not apply to"bodily injury"or"property damage"caused by an"accident"that occurred before you acquired or formed the organization. 5. Supplementary Payments—Bail Bonds and Loss of Earnings In Paragraph A.2.a. Supplementary Payments of Section II—Covered Autos Liability,the following replaces Paragraphs(2) and (4): (2) Up to$3,500 for cost of bail bonds(including bonds for related traffic law violations) required because of an "accident"we cover.We do not have to furnish these bonds. (4) All reasonable expenses incurred by the"insured"at our request, including actual loss of earnings up to$500 a day because of time off from work. C. Section III—Physical Damage Coverage 1. Hired Auto Physical Damage Coverage a. If hired"autos"are covered"autos"under Section II—Covered Autos Liability Coverage and this policy provides Comprehensive, Specified Causes of Loss Coverage or Collison Coverage for any "auto"you own, a hired"auto"will be deemed a covered"auto"for Physical Damage Coverage subject to the provisions in Paragraph b. below. b. For Hired Physical Damage Coverage provided by paragraph a. above: (1) The most we will pay for"loss"to any hired "auto" is the lesser of: (a) $75,000 for"autos"of the private passenger type and$50,000 for all other"autos"; (b) The actual cash value of the damaged or stolen property as of the time of the"loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) The Deductible is the largest Deductible for the applicable coverage for an"auto"you own. (3) This insurance is excess over any other valid and collectible insurance,whether such insurance is primary, excess, contingent or on any other basis. 2. Towing—Any Covered Autos The following replaces Paragraph A.2. Towing of Section III—Physical Damage Coverage: We will pay up to$100 for towing and, if labor is performed at the place of disablement, labor costs incurred each time a covered"auto" is disabled if a premium charge for towing and labor is shown in the Schedule or the Declarations. 3. Transportation Expenses Increased In Paragraph A.4.a.Transportation Expenses of Section III—Physical Damage Coverage,the amounts we will pay amounts we will pay for temporary transportation expenses incurred by you because of the total theft of a covered"auto"of the private passenger type are increased to$75 per day,to a maximum of$2,250. 4. Loss of Use Expenses Increased The following replaces the last paragraph in Paragraph A.4.b. Loss Of Use Expenses of Section III— Physical Damage Coverage: However,the most we will pay for any expenses for loss of use is$1,000. 5. Other Coverage Extensions If you have Physical Damage Coverage, the following are added to Paragraph A.4.Coverage Extensions of Section III—Physical Damage Coverage: VCA 201 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 5 Copyright 2018,OneBeacon Insurance Group LLC a. Airbag Discharge We will pay to reset or replace a covered"auto's"airbag that accidentally discharges without the "auto"being involved in an"accident" if the airbag is not covered under a manufacturer's warranty and you did not intentionally cause the discharge. No Deductible applies to this Coverage Extension. b. Auto Theft Reward If you have Comprehensive or Specified Cause of Loss Coverage,we will pay a reward up to $2,000 for information leading to the arrest and conviction of anyone stealing a covered "auto". But we will not pay a reward to you, any family members or"employees"or any public officials while performing their duties. c. Loan/Lease Gap Coverage If a covered "auto"is subject to a long-term loan or lease that requires, in writing,that the lender or lessor be an additional"insured", and you are legally obligated for the remaining balance on the loan or lease,we will pay the difference between the actual cash value of the"auto"at the time of "loss"and the remaining balance on your loan or lease. But we will not pay for: (1) Any amount paid under the policy's Physical Damage Coverage; or (2) Any amounts for abnormal or excess wear and tear, additional or high mileage charges, carry-over balances from previous loans or leases, extended warranties or insurance purchased with the loan or lease, lease termination fees,taxes, overdue payments, unreturned security deposits or any penalties, interest or charges resulting from overdue payments. d. Rental Reimbursement We will pay for expenses to rent an"auto"of the private passenger type because of"loss"to a covered "auto"of the private passenger type. But: (1) We will only pay expenses incurred during the policy period at the time of the"loss"and ending, regardless of the policy period, six days after the"loss". (2) The most we will pay is the lesser of: (a) Reasonable and necessary expenses actually incurred; or (b) $50 per day. (3) This coverage does not apply if a spare or reserve"auto" is available to you. (4) If"loss" is because of the total theft of a covered"auto",we will pay only those amounts that are not already covered under Transportation Expenses. No Deductible applies to this Coverage Extension. 6. Diminution in Value The following is added to Exclusion B.6. of Section III—Physical Damage Coverage: This exclusion does not apply to"diminution in value" of a covered "auto"of the private passenger type used in the conduct of the"insured's" business that is leased, rented, hired or borrowed without a driver for a period of 30 days or less. But the most we will pay for such "diminution in value" is the lesser of: a. 20 percent of the actual cash value of the"auto"as of the time of the"loss"; or b. $7,500. 7. Communications Equipment The following is added to Paragraph B. Exclusions of Section III—Physical Damage Coverage: Exclusions 4.c. and 4.d.do not apply to communications equipment, including its antenna and other accessories,that is permanently installed in, and not removable from, a covered "auto"and designed for use as a: a. Citizen's band radio; b. Two-way mobile radio or telephone; VCA 201 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 4 of 5 Copyright 2018,OneBeacon Insurance Group LLC c. Scanning monitor receiver; or d. GPS navigation system. No Deductible applies to"loss"to such communications equipment. But the most we will pay for all such communications equipment is$5,000 for any one"loss". 8. Deductible Waived For Glass Repair The following is added to Paragraph D. Deductible of Section III—Physical Damage Coverage: No Deductible applies if glass that is damaged is repaired rather than replaced. D. Section IV—Business Auto Conditions 1. Duties in the Event of Accident,Claim, Suit or Loss The following is added to Paragraph A.2. Duties in the Event of Accident, Claim,Suit or Loss of Section IV—Business Auto Conditions: The requirements that you must notify us of an"accident", claim, "suit"or"loss", or send us documents concerning a claim or"suit", apply only if the"accident", claim, "suit"or"loss"is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An"executive officer"or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an "accident", claim, "suit"or"loss" does not apply if you report the"accident", claim, "suit"or"loss"to your workers'compensation insurer and the"accident", claim, "suit"or"loss"later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an "accident", claim, "suit"or"loss" is a liability claim rather than a workers'compensation claim,you must comply with all parts of Paragraph A.2. Duties in the Event of Accident, Claim,Suit or Loss of Section IV—Business Auto Conditions. 2. Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph A.5. Transfer of Rights of Recovery Against Others to Us of Section IV—Business Auto Conditions: We will waive any right of recovery against any person or organization because of payments we make for"bodily injury"or"property damage"arising out of the ownership, maintenance or use of a covered "auto"when you have assumed liability for such"bodily injury"or"property damage" under an "insured contract", but only if the"insured contract" is executed before the"accident"or"loss"occurs. E. Section V—Definitions 1. Bodily Injury—Includes Mental Anguish The following is added to Paragraph C. of Section V—Definitions: "Bodily injury" includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Executive Officer The following is added to Section V—Definitions: "Executive officer"means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. VCA 201 06 18 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. 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