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HomeMy WebLinkAboutCAG2020-009 - Original - Konica Minolta Business Solutions USA - Multimedia Print Shop Copiers: Maintenance - 01/01/2020 ,00*'N Agreement Routing Form 111.17KENT For Approvals,Signatures and Records Management WASHINGTON This form combines&replaces the Request for Mayor's Signature and Contract Cover Sheet forms. (Print on pink or cherry colored paper) Originator: Lynnette Smith Department. IT Date Sent: 01/07/20 Date Required: 01/17/20 �o 0 Authorized Director or Designee Date of 0 N/A CL to Sign: ❑ Council aMayor Approval: Budget 52001760.64190.1820 Grant? Yes No Account Number: Type: N/A Vendor or Name: Konica Minolta Business Solutions USA Cate 9 Y: Contract = Vendor 800798 Sub-Category o Number: a Project E Name: Maintenance Renewal - Multimedia Print Shop Copiers 0 c Project Bizhub Color C1060/Bizhub Press Black 1250 46 Details: c E Agreement 22,000 Basis for 0 Amount: Selection of Direct Negotiation 0 Contractor: 171 a Start Date: 01/01/20 Termination Date: 12/31/20 Notice required prior to Yes No Contract Number: C� 20�Q� d� disclosure? Date Rec FOUCEIVED Comments: OK 0 N i KENT LAW DEPT. RECEIVED a a Date Routed to the Mayor's Office: N ! Date Routed to the City Clerk's Office: City of Kent a, IS / Office of the Mayor Date Sent to Originator. Visit Documents.KentWA.gov to obtain copies of all agreements adccW22373_6_19 KENT GOODS & SERVICES AGREEMENT between the City of Kent and Konica Minolta Business Solutions U.S.A., Inc. THIS AGREEMENT is made by and between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Konica Minolta Business Solutions U.S.A., Inc. organized under the laws of the State of New York, located and doing business at 3245 1461h Place S.E. Bellevue, WA 98007, 253-733-3777 (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. Vendor shall provide the following goods and materials and/or perform the following services for the City: 12 months maintenance for: Bizhub Color Press C1060 and all attachments and software, and Bizhub Press Black 1250 and all attachments and software, in accordance with the service level terms and conditions provided for within the attached and incorporated Exhibit A. In the event of a conflict between Exhibit A and this Agreement, this Agreement shall control. Vendor acknowledges and understands that it is not the City's exclusive provider of these goods, materials, or services and that the City maintains its unqualified right to obtain these goods, materials, and services through other sources. II. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall provide goods, materials, and services as provided for herein through December 31, 2020. III. COMPENSATION. The City shall pay the Vendor under the payment schedule provided for in Exhibit A, which amount will not exceed $22,000 during the term of this Agreement, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The City shall pay the Vendor the following amounts according to the following schedule: Vendor will provide consolidated invoices monthly based on actual machine usage. Should vendor's remote retrieval feature fail to properly meter copies for any reason, the City shall be without liability for any impact to the amount of maintenance service fees due Vendor. In such cases and upon request, the City shall provide a visual meter read for Vendor in a timely manner to allow Vendor to provide a timely invoice. The maintenance service fees due under the Agreement shall remain fixed during the term of the Agreement or any extension thereof, unless adjusted by mutual agreement of the parties. GOODS & SERVICES AGREEMENT - 1 (Over$20,000, including WSST) The maintenance services fees due for the current month shall be based on the actual per page copies made during the prior month; no averaging or estimating will be done. The per impression rates are as follows: a. Bizhub Press 1250 Black & White MFD: $0.00325 per copy. b. Bizhub Press C1060 Color MFD: $0.0407 for color, $0.0099 for black & white Payment by check will be due within thirty (30) days from the date of the invoice(s). Should the City of Kent fail to make any payment due hereunder, or be or become insolvent or be a party to or acquiesce in any bankruptcy or receivership proceeding or any similar action affecting the affairs or property of the City, or violate any aspect of this Agreement, Vendor may refuse to provide service and enter the premises during business hours to recover any parts or supplies stored onsite that are the property of Vendor and/or furnish service on a time and materials basis. Late fees in the form of a service charge of 1% per month may be applied for late payment or the maximum legal interest rate allowed by law, whichever is less. If the City objects to all or any portion of an invoice, it shall notify Vendor and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. A. Defective or Unauthorized Work. The City reserves its right to withhold payment from Vendor for any defective or unauthorized goods, materials or services. If Vendor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Vendor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Vendor. B. Final Payment: Waiver of Claims. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALL CONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE AND IDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT IS MADE. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Vendor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Vendor maintains and pays for its own place of business from which Vendor's services under this Agreement will be performed. C. The Vendor has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Vendor's services, or the Vendor is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. GOODS & SERVICES AGREEMENT - 2 (Over$20,000, including WSST) D. The Vendor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Vendor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Vendor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Vendor maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. VI. CHANGES. The City may issue a written amendment for any change in the goods, materials or services to be provided during the performance of this Agreement. If the Vendor determines, for any reason, that an amendment is necessary, Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar days of the date Vendor knew or should have known of the facts and events giving rise to the requested change. If the City determines that the change increases or decreases the Vendor's costs or time for performance, the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the written amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected by the change. VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City of all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to the claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement. At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A. Notice of Claim. Provide a signed written notice of claim that provides the following information: GOODS & SERVICES AGREEMENT - 3 (Over$20,000, including WSST) 1. The date of the Vendor's claim; 2. The nature and circumstances that caused the claim; 3. The provisions in this Agreement that support the claim; 4. The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and 5. An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption. B. Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed. If the City determines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. C. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed promptly to provide the goods, materials and services required by the City under this Agreement. D. Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). E. Failure to Follow Procedures Constitutes Waiver. By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from the City any written or oral order (including directions, instructions, interpretations, and determination). VIII. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED. THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. IX. WARRANTY. Vendor warrants that it will faithfully and satisfactorily perform all work provided under this Agreement in accordance with the provisions of this Agreement. In addition to any other warranty provided for at law or herein, this Agreement is additionally subject to all warranty provisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Vendor's representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when Vendor knows or should have known of the defect, or (2) upon Vendor's receipt of notification from the City of the existence or discovery of the defect. In the event any part of the goods are repaired, only original replacement parts shall be used—rebuilt or used parts will not be acceptable. When defects are corrected, the warranty for that portion of the work shall extend for an additional year beyond the original warranty period applicable to the overall work. The Vendor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Vendor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Vendor shall pay all costs incurred by the City in order to accomplish the correction. X. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of the Vendor or sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. GOODS & SERVICES AGREEMENT - 4 (Over$20,000, including WSST) Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. XI. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Vendor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoid any of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement. XII. INSURANCE. The Vendor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XIII. WORK PERFORMED AT VENDOR'S RISK. Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Vendor's own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIV. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XI of this Agreement. GOODS & SERVICES AGREEMENT - 5 (Over$20,000, including WSST) D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Vendor. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Vendor's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Public Records Act. The Vendor acknowledges that the City is a public agency subject to the Public Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes, emails, and other records prepared or gathered by the Vendor in its performance of this Agreement may be subject to public review and disclosure, even if those records are not produced to or possessed by the City of Kent. As such, the Vendor agrees to cooperate fully with the City in satisfying the City's duties and obligations under the Public Records Act. J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code. K. Counterparts and Signatures by Fax or Email. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Further, upon executing this Agreement, either party may deliver the signature page to the other by fax or email and that signature shall have the same force and effect as if the Agreement bearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. All acts consistent with the authority of this Agreement and prior to its effective date are ratified and affirmed, and the terms of the Agreement shall be deemed to have applied. GOODS & SERVICES AGREEMENT - 6 (Over$20,000, including WSST) (s Lure (signa re) Print Name: 'Ug ^� Print Name: Dana Ralph Its Q.✓MtAm:_ Its Mayor (title k Q DATE: lA,l I 1A DATE: ` NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: VENDOR: CITY OF KENT: David Freed Patti Belle, Multimedia Manager Konica Minolta City of Kent 3245 146th Place S.E. 220 Fourth Avenue South Bellevue, WA 98007 Kent, WA 98032 dfreed@kmbs.com.konicaminolta.us 253-733-3777 (telephone) (253) 253-856-4648 (telephone) (facsimile) CC:ITA@Kentwa.gov qS D AS TO FORM: w epartment Kent City Clerk GOODS & SERVICES AGREEMENT - 7 (Over$20,000, including WSST) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to corform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment oppo-tunity policies. The following questions specifically dentify the requirements the City deems necessary fir any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspens on or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national coricin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and r-inorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Pr me Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By: _QVP 0,�� For: W�aS Title: Date: Lt EEO COMPLIANCE DOCUMENTS - 1 of 3 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 of 3 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of 16wr ch �S kAV4-- Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as V-0k,44► ktV L4-*, that was entered into on the (date), between the firm I represent and the City of Kent. I declare that I complied fully with a I of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. For: Title: Date: _ _- \-t l u l lot EEO COMPLIANCE DOCUMENTS - 3 cf 3 Exhibit A Konica Minolta and City of Kent Print Shop MFD Maintenance Repair Description of Services 1. DEFINITIONS: a. Impression: An impression (also called a "click" charge or "copy") is defined as one side of one piece of 8.5x11 or 8.5x14 paper. Paper sizes greater than or 8.5x14 will be charged one impression per side. b. MFD (Multifunction Device). A copier/printer device that provides copying off the glass, network printing, scanning and/or faxing. c. Vendor Maintenance and Network Maintenance services: Covers phone support and network onsite support on the MFDs, including reinstalling copier apps, troubleshooting application problems, etc. This does not include supporting other network problems. If a problem resides on the City's network, normal network charges will apply. d. Normal Business hours or Regular Business hours: Monday through Friday 8 am to 5 pm excluding holidays. 2. MAINTENANCE SERVICE FEES BILLING: b. Vendor will deploy and enable its vCARE Solution, which is a Device Relationship Management (DRM) system that interacts with Vendor product(s) for the purpose of automated meter reading, technical performance monitoring, consumable and supply level monitoring for replenishment, and product status (and as described in the Vendor Digital Needs analysis). c. Vendor will gather monthly meter counts electronically via remote retrieval in order to determine machine usage. d. City shall not alter or attempt to alter actual meter read. 3. PARTS, SUPPLIES AND LABOR: a. This Agreement covers all parts, labor and consumable supplies, (except paper). Consumables include black toner and color toner, staples, developer drums, copy cartridges, fuser rollers and PM kits as well as all other parts stated or not stated necessary to ensure that the equipment operates within the equipment specifications through the term of this agreement. This Agreement also includes any required refurbishing or rebuilding of equipment, regardless of current condition. b. Vendor will stock adequate inventories of parts and supplies to maximize City MFD uptime. Should parts not be available, Vendor will order parts to be delivered via next day air in order to meet the 48 hour repair requirement. c. Supplies. Toner and all other necessary supplies, excluding paper, are to be provided to the City by Vendor in accordance with Section 3(a) above. On an as needed and/or as requested basis, Vendor will ship a sufficient amount of supplies for each piece of equipment upon execution of the Agreement. Vendor shall not cause a "stock-out" situation due to backorder of supplies. There will be no charge for shipping supplies. 4. EXCLUDED PARTS AND SERVICES: Paper and network maintenance services are not included in this Agreement. 5. SITE PREPARATION AND ACCESS City shall ensure that equipment is placed in an environment that conforms to the manufacturer's specification and requirements and will bear all cost and expense for any additional requirements for installation such as telephone and electrical wiring, remodeling and noise and power filters. Any electrical work external to the equipment (i.e. associated peripheral equipment, power, transmission and phone lines, and modems) and equipment line cord are not covered by this agreement. City shall provide Vendor with free and full access to the equipment and any necessary operating time for the purposes of furnishing maintenance services during normal business hours. City shall arrange and insure that one of its employees is presents at all times when Vendor performs maintenance services. Relocation or make ready shipment of equipment is not covered by this maintenance Agreement. This service, when requested will be at the then billable rate of the Vendor. 6. SERVICE INCLUDED Vendor's obligation under this Agreement is to provide Basic Maintenance, Preventative Maintenance and Warranty Service on the equipment covered by this agreement. This service is defined as that level of maintenance-necessary to maintain the equipment in normal operating condition as set forth in the equipment specifications. Basic service includes maintenance and/or routine remedial and preventive maintenance service as well as parts and consumable supplies except as specifically excluded in this agreement. Preventive maintenance shall be performed on the equipment at intervals defined by the Technical Services Manuals for the particular models. Preventive Maintenance will include cleaning, lubrication, and adjustment and may be made at the same time remedial service is being performed; but not less than specified in the Technical Services Manuals or where visual inspection by Vendor or City indicates obvious need for service; This service shall include regular cleaning of the interior of the machine for dust, paper dust, toner or other build up on parts, filters, or supplies in the machine. All parts replacements shall be on an exchange basis with new parts. All parts shall be maintained and replaced according to the manufacturer's recommended parts life. Vendor shall not fail to replace any parts that have exceeded the manufacture recommended replacement/use cycle; even if the part is still functioning. At least once yearly or within 30 days of request; vendor shall provide a print out of the then current lifecycle status of replaceable parts covered under this service agreement. For the software; this service shall include 7. DIGITAL SUPPORT SERVICE (DSS) DSS provides City access to Vendor digital Solution Center (DSC) telephonically or by electronic access. DSS includes technical support on items specified on the DSS Supported Products List including Digital Multi-Function Devices, General Office Applications, Graphic and Design applications and Desktop Operating Systems. City may access expert level support by telephone or electronically. DSC support is available during the offices of 8:00 a.m. to 6:00 p.m. Eastern Time, Monday through Friday, excluding Vendor observed holidays. DSC hours are subject to change. Customer system(s) must be in good working condition. DSS does not include parts or labor related to network/computer problems not directly involved in the printing or scanning network or fax workflow. Customer network changes, attachment or additions may require additional DSS charges. Vendor reserves the right to terminate DSS service in the event that City changes, alters or attaches anything which makes it impractical for Vendor to provide DSS. City is responsible for performing normal operator function, system backups, virus scans, and network security functions on a regular basis. 8. NETWORK INTEGRATION: If Network Integration services are provided by Vendor, City warrants that the Digital Needs Analysis ("DNA") has been accurately completed and Vendor may rely on the information contained in the DNA in providing network integration services. Vendor reserves the right to assess additional charges for service due to City's modification of its network, software, or operating system(s). 9. RESPONSE TIME: Vendor will provide an estimated time of technician arrival within one hour of call placement. If the MFD cannot be resolved via phone consultation, Vendor will arrive on site within four (4) business hours of the time service call was placed. In the event of a missed four hour window, Vendor will credit the City $25.00 per occurrence. The four hour requirement is not a composite average, but a per call commitment. However, there may be times where mutually agreed extenuating or extreme circumstances prevent the four hour response and the credit requirement will be waived at the City's sole discretion. 10. ONGOING TRAINING: Vendor shall provide initial user training at each equipment location and refresher training as needed and upon request at no additional charge. Trainers shall be courteous, neat, and skilled in the operation of the applicable equipment. Vendor's failure to provide skilled trainers shall constitute a default of this Agreement. 11. SERVICE LOANER(s): a. In the event that Vendor is unable to repair the MFD within 24 hours due to parts availability, Vendor will order parts to be delivered via next day delivery. In the event that Vendor is unable to repair any machine within 24 hours after parts have been delivered, or within 48 hours for any other reason, Vendor will' provide a service loaner at no additional charge. Vendor-loaned equipment shall remain the property of the Vendor b. The Vendor shall be responsible for all costs associated with delivery, installation, and removal of equipment loaners. 12. CITY SERVICE REPRESENTATIVE (CSR). Vendor shall provide a dedicated person or persons to physically monitor and maintain all equipment at optimum operating condition. The CSR(s) will be courteous, neat, and skilled in the operation of all equipment for which service or maintenance is required. 13. EQUIPMENT PERFORMANCE a. All equipment, including all accessories and software supplied under the Agreement, shall be capable of continuous operation. Vendor guarantees that all equipment will be operational at least 98% of normal business hours. b. Vendor shall ensure that all software purchased or utilized pursuant to this Agreement shall be kept up to date, and shall be maintained in such a manner to ensure the full functionality of all equipment maintained in accordance with this Agreement. c. Equipment that develops a trend of requiring an excessive number of service calls resulting in equipment downtime shall be reported by the City to Vendor, or by Vendor to the City as the situation warrants. "Equipment Downtime or Non- Operational Time" is defined as: i. A copying system that fails to produce the required number of copies when the start button is depressed, whether by jamming, or any other mechanical, electrical, or software malfunction; ii. A copying system, or printer whose image quality Is significantly reduced so as to be considered unprofessional by normal business standards. Examples include but are not limited to toner streaks or roller marks appearing on the paper, faded toner or colors, images that do not center/register properly or poor registration front to back; iii. An auto feed tray that will not accept and feed paper for scanning, faxing or copying; iv. A scanner that does not accept or transmit a scanned file back to MFD designated personal computer and software; v. A facsimile system that cannot transmit or receive facsimiles; vi. A printer that fails to print a standard MFD-provided print file from a networked or stand-alone personal computer; or vii. A multifunctional peripheral (MFP) that cannot perform one or more of its functions according to the definitions above; such as but not limited to folder cannot fold, inserter will not insert, envelope printer cannot print envelopes; GBC punching won't punch or does not line up; front to back registration is off; viii. A machine that jams repeatedly on a job, or over the course of a business week. 14. REPORTING: a. Vendor will provide the meter information monthly on a machine-by-machine basis in a format mutually agreed to between the City and Vendor, that will include meter start and end counts for each product, the rate charged, total impressions and total amount billed per machine. Vendor will provide a written machine performance/service history report within two (2) weeks of receiving a request. b. Vendor shall maintain a service log for each piece of equipment serviced describing maintenance and repair services provided. A no cost copy of service logs/reports must be provided to the City within five (5) working days of request. 15. PERFORMANCE REVIEW: Vendor shall review with the City, on a quarterly basis, all service history information regarding the performance of all equipment maintained under the Agreement. A quarterly service calls report will be provided to the City electronically. EXHIBIT B INSURANCE REQUIREMENTS FOR SERVICE CONTRACTS Insurance The 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 the Contractor, their agents, representatives, employees or subcontractors. 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. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 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 $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate and a $2,000,000 products-completed operations aggregate limit. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. 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. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. EXHIBIT B Insurance requirements for service contracts unless on the date an order is first placed, the City requests an order of supplies be shipped via overnight delivery. DATE(MM/DD/YYYY) ,4�Ro CERTIFICATE OF LIABILITY INSURANCE F 09/26/2019 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 w certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT 'O NAME: Aon Risk Services Northeast, Inc. PHONE (866) 283-7122 (800) 363-0105 d New York NY Office (AIC.No.Ext): FAX I.No.: -a One Liberty Plaza E-MAIL p 165 Broadway, Suite 3201 ADDRESS: _ New York NY 10006 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: SOmpo America Insurance Company 11126 Konica Minolta Business Solutions INSURER B: U.S.A., Inc. Attn: Lynne Ransom INSURER C: 500 Day Hill Road INSURER D: Windsor CT 06095 USA INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570078579216 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. Limits shown are as requested INSR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDDIYYYY MMIDDIYYYY POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY Y CPL40210KO 10/01/2019 J-0/01/2020 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X❑OCCUR PREMISES Ea occurrence $100,000 X CONTRACTUAL LIABILITY MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 �p GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY �JECT ❑X LOC PRODUCTS-COMP/OP AGG $2,000,000 r 0 OTHER: � AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 'n Ea accident ANY AUTO BODILY INJURY(Per person) Z OWNED SCHEDULED BODILY INJURY(Per accident) w AUTOS ONLY AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE V ONLY AUTOS ONLY Per accident 0) A X UMBRELLALIAB X OCCUR Y cpu40539NO 10/01/20191010112020 EACH OCCURRENCE $10,000,000 U EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED I X RETENTION$10,000 WORKERS COMPENSATION AND PER OTH- EMPLOYERS'LIABILITY YIN STATUTE I ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT OFFICER/MEMBER EXCLUDED? N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT ii DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Kent, its officers, directors, agents, employees and volunteers are included as Additional insured in accordance with the policy provisions of the General Liability and Umbrella Liability policies with respect to Konica Minolta's work and/or operations. I� CERTIFICATE HOLDER CANCELLATION n� SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The City Of Kent AUTHORIZED REPRESENTATIVE 220 4th Avenue - Kent wA 98032 USA cXXon is%I.�MG�s>GtiaAr,D c-//oLt>►�o4�9sa ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DATE(MM/DD/YYYY) AC"R" CERTIFICATE OF LIABILITY INSURANCE 09/27/2019 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 rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh USA,Inc. NAME: FAX 1166 Avenue of the Americas A/CNIN Ext: JAIC, No): New York,NY 10036 E-MAIL --- ADDRESS: INSURERS AFFORDING COVERAGE NAIC# CN101223113--AWP-19-20 INSURER A:Sompo America Insurance Company 11126 INSURED INSURER B:Continental Insurance Company of New Jersey 35289 Konica Minolta Business Solutions,U.S.A.,Inc. INSURER C: Attn:Lynne Ransom INSURER D: 500 Day Hill Road Windsor,CT 06095 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: NYC-009618955-25 REVISION NUMBER: 1 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 LIMITS LTR POLICYNUMBER MM/DD/YYYY MM/DD/YYYY B COMMERCIAL GENERAL LIABILITY X 287233832 10/01/2019 10/01/2020 EACH OCCURRENCE $ X CLAIMS-MADE OCCUR DAMAGE (RENTED PREMISESS Ea occurrence) $ X TECH E&O MED EXP(Any one person) $ X SIR:$250,000 PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: LGENERALAGGREGATE $ POLICY PRO JECT LOC PRODUCTS-COMP/OP AGG $ X OTHER: LIMIT: $ 10,000,000 A AUTOMOBILE LIABILITY X ADV40004EO 10/01/2019 10/01/2020 (CEO MBINED aden.cci.dentS INGLE LIMIT $ 1,000,000 A X ANY AUTO ADV40003DO(MA) 10/01/2019 10/01/2020 BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED Comprehensive Ded:$500 PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident Collision Ded:$1,000 $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE $ DED I I RETENTION$ $ A WORKERS COMPENSATION WCN40006GO(WI) / 1l 10/01/2020 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER A ANYPROPRIETOR/PARTNER/EXECUTIVE YIN WCR40018SO(ADS) 10/01/2019 10/01/2020 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? �N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 if yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Kent,its officers,directors,agents,employees and volunteers are included as additional insured(except for Workers'Compensation)where required by written contract. CERTIFICATE HOLDER CANCELLATION The City of Kent SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 22041hAvenue THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Kent,WA 98032 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Brian L.Schneider ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER:CPL4 0210K0 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COM PLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations AS REQUIRED BY WRITTEN CONTRACT Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III —Li-nits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage"caused, in whole or in part, by required by a contract or agreement, the most we 'Your work" at the location designated and will pay on behalf of the additional insured is the described in the Schedule of this endorsement amount of insurance: performed for that additional insured and included in the "products-completed operations 1. Required by the contract or agreement; or hazard". 2. Available under the applicable Limits of However: Insurance shown in the Declarations; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted by This endorsement shall not increase the applicable law; and Limits of Insurance shown in the Declarations. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 1 This Endorsement Changes the Policy. Please Read It Carefully. COMMERCIAL LIABILITY UMBRELLA ENHANCEMENT This endorsement modifies coverage provided under the following: COMMERCIAL LIABILITY UMBRELLA COVERAGE FORM 1. PROPERTY DAMAGE COVERAGE EXTENSIONS A. Under Section I —Coverage A„ paragraph 2. Exclusions, item (2) under the Damage To Property exclusion is replaced by the following: "Property Damage" to (2) Premises you sell, give away or abandon, if the"property damage" arises out of any part of those premises, and occurred from hazards that were known by you, or should reasonably have been known by you, at the time the property was transferred or abandoned; B. The following paragraph is added to the end of the Damage To Property exclusion: Paragraphs (3), (4) and (6) of this exclusion do not apply to"property damage" arising out of the use of an elevator at premises you own, rent or occupy. This insurance is excess over any valid and collectible insurance available to any insured whether primary, excess or contingent. C. The following is added to the Damage to Your Product exclusion: This exclusion does not apply to"property damage" to"your product'while on, being moved onto or off of an elevator; or liability assumed under a sidetrack agreement. This insurance is excess over any other valid and collectible insurance available to any insured whether primary, excess or contingent 2. BROAD FORM PERSONAL AND ADVERTISING INJURY A. Under Section I —Coverage B Personal and Advertising Injury, item 2. Exclusions, the Contractual Liability exclusion is deleted. B. Under Section V—Definitions, the following paragraph is added to the definition of "personal and advertising injury": h. Vicarious liability for discrimination or humiliation (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by at the direction of Includes copyrighted material of UC 0001 0413 Insurance Services Office, Inc.,with Page 1 of 4 its permission. (a) The insured; (b) Any"executive officer", director, stockholder, partner, spouse of a partner, member, spouse of a member, manager or trustee of the insured; and (2) Not related directly or indirectly to an "employee" or to the employment, prospective employment or termination of employment of any person by an insured. This provision 2. does not apply if Coverage B—Personal and Advertising Injury is excluded by either the provisions of this policy or by endorsement. 3. SUPPLEMENTARY PAYMENTS INCREASED LIMITS Under Supplementary Payments—Coverages A and B, paragraphs 1.b. and 1.d. are replaced by the following: b. Up to$2,500 for costs of bail bonds (including bonds for related traffic law violations required because of an "occurrence"we cover. 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 $500 a day because of time off from work. 4. BROADENED INSURED COVERAGE Under Section II—Who Is An Insured, the following changes are made: A. BROAD NAMED INSURED The following is added: Any legally incorporated entity of which you own more than 50% of the voting stock is an insured. However, this insurance does not apply to "bodily injury" or"property damage"that occurred before you acquired or formed the organization or"personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. Coverage for any such organization will cease as of the date during the policy period on which you no longer maintain more than 50% of the voting stock. This provision does not apply to any person or organization for which coverage excluded. B. PARTNERSHIPS AND JOINT VENTURES The last paragraph of Section II —Who Is An Insured beginning "No person or organization is an insured....." is replaced by the following: You are an insured with respect to the conduct of any current or past partnership or joint venture, but only with respect to your interest in such current or past partnership or joint venture. No other person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. UC 0001 0413 Includes copyrighted material of Insurance Services Office, Inc.,with Page 2 of 4 its permission. This provision does not apply to any person or organization for which coverage is excluded. C. FELLOW EMPLOYEE COVERAGE Paragraph 1.b.(1)(a) (i) is replaced by the following: (i) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company); D. NEWLY ACQUIRED ORGANIZATIONS Paragraph 1.c.(1) is replaced by the following: (1) Coverage under this provision is afforded until the end of the policy period. 5. KNOWLEDGE AND NOTICE OF OCCURRENCE Under Section IV -Conditions, paragraphs e. and f. are added to the Duties In The Event Of Occurrence, Offense, Claim or Suit condition as follows: e. Your rights afforded under this policy will not be prejudiced if you fail to give us notice of an "occurrence", offense or claim, solely due to your reasonable and documented belief that the"bodily injury", "property damage" or"personal and advertising injury" is not covered under this policy. f. You must give us prompt notice of an 'occurrence", offense, claim or loss only when the "occurrence" offense, claim or loss is known to: (1) You, if you are an individual; (2)A partner, if you are a partnership or joint venture; (3)An "executive officer" or director, if you are a corporation; (4)A member, if you are a limited liability company; (5)A trustee, if you are a trust; or (6)An "employee"designated by you to give us such a notice. 6. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Under Section IV-Conditions, the following is added to the Representations Or Fraud condition: We will not disclaim coverage under this policy if you fail to disclose all hazards existing as of the inception date in the declarations provided such failure is not intentional. However, we reserve the right to charge additional premium for any such hazard. 7. WAIVER OF SUBROGATION Includes copyrighted material of Page 3 of 4 UC 0001 0413 Insurance Services Office, Inc.,with 9 its permission. Under Section IV—Conditions,the following is added to the Transfer of Rights of Recovery Against Others To Us condition: If the insured has waived those rights in a written contract, written agreement or written permit executed before a loss, our rights are waived also. 8. BODILY INJURY REDEFINED Under Section V- Definitions, the definition of"bodily injury" is replaced by the following; "Bodily injury" means bodily injury, disability, mental anguish, mental injury, shock, fright, humiliation, sickness or disease sustained by a person, including death resulting from any of these at any time. 9. MOBILE EQUIPMENT REDEFINED Under Section V- Definitions, paragraph f.of"Mobile equipment" is replaced by the following: f. Vehicles not described in Paragraph 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", unless weighing less than 10,000 pounds gross vehicle weight and designed for use off public roads: (1) Equipment 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. However, "mobile equipment' does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 10. LIBERALIZATION If we adopt a change in our forms or rules that would broaden the coverage of this policy without additional premium, the broader coverage will apply to this policy when the change becomes effective in your state. This endorsement forms a part of Policy Number: CPU40539NO Effective Date: 10-01-2019 Insured: KONICA MINOLTA HOLDINGS USA UC 0001 0413 Includes copyrighted material of Insurance Services Office, Inc.,with Page 4 of 4 its permission. This Endorsement Changes the Policy. Please Read It Carefully. COMMERCIAL AUTOMOBILE ENHANCEMENT This endorsement modifies coverage provided under the following: BUSINESS AUTO COVERAGE FORM 1. BROADENED INSURED COVERAGE Under Section II —COVERED AUTOS LIABILITY COVERAGE, the following changes are made: A. BROAD NAMED INSURED The following is added to A. Coverage, paragraph 1. Who Is An Insured: d. Any legally incorporated entity of which you own more than 50% of the voting stock on the effective date of this coverage part is an insured. B. ADDITIONAL INSUREDS — BY CONTRACT, AGREEMENT OR PERMIT The following is added to A. Coverage, paragraph 1. Who Is An Insured: e. Any person or organization, not otherwise identified as an "insured" in this coverage or by endorsement to this coverage, that you are required by written contract, written agreement or written permit to name as an "insured". The insurance provided under item B. above applies on a primary basis if that is required by the written contract, written agreement or written permit. Coverage under this provision is limited to the minimum limits of liability stipulated in that written contract, written agreement or written permit or the amount of loss not to exceed the Limit of Liability shown in the Declarations, whichever is less. C. EMPLOYEES AS INSUREDS The following is added to A. Coverage, paragraph 1. Who Is An Insured: f. Any"employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. FELLOW EMPLOYEE COVERAGE B. Exclusions, paragraph 5. Fellow Employee is deleted and replaced with the following: "Bodily injury"to: a. Any fellow"employee" of the"insured" arising out of and in the course of the fellow"employee's" employment or while performing duties related to the conduct of your business; or SCA 01 002 1013 Includes copyrighted material of Insurance Services Office, Inc.with its Page 1 of 4 permission. b. The spouse, child, parent, brother or sister of that fellow"employee" as a consequence of Paragraph a. above. However, we will cover"bodily injury" caused by your"employee"to his or her fellow"employee" if the"bodily injury" results from the use of a covered "auto" you own or hire. 2. ADDITIONAL SUPPLEMENTARY PAYMENTS Section II —COVERED AUTOS LIABILITY COVERAGE, A. Coverage, paragraph 2.a. Coverage Extensions, Supplementary Payments, items (2) and (4) are deleted and replaced by the following: (2) Up to$5000 for the 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. 3. KNOWLEDGE AND NOTICE OF OCCURRENCE Section IV - BUSINESS AUTO CONDITIONS, A. Loss Conditions, paragraph 2. Duties In The Event Of Accident, Claim, Suit Or Loss, item a. is deleted and replaced by the following and item d. is added: a. In the event of an "accident", claim, "suit" or"loss" you must give us or our authorized representative prompt notice of the"accident" or"loss"when the"accident", claim, "suit" or"loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership or joint venture; (3) An "executive officer" or director if you are a corporation; (4) A member, if you are a limited liability company; (5) A trustee if you are a trust; or (6) An "employee" designated by you to give us such a notice. This notice should include: (1) How, when and where the"accident" or"loss" occurred; (2) The"insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. d. Your rights afforded under this policy will not be prejudiced if you fail to give us notice of an "accident", claim, "suit" or"loss", solely due to your reasonable and documented belief that the "bodily injury" or"property damage" is not covered under this policy. 4. WAIVER OF SUBROGATION Includes copyrighted material of SCA 01 002 1013 Insurance Services Office, Inc.with its Page 2 of 4 permission. The following is added to Section IV-BUSINESS AUTO CONDITIONS, A. Loss Conditions, paragraph 5. Transfer of Rights of Recovery Against Other To Us: If the insured has waived those rights prior to the"accident" or"loss", our rights are waived also. 5. UNINTENTIONAL ERRORS AND OMISSIONS The following is added to Section IV- BUSINESS AUTO CONDITIONS, B. General Conditions, paragraph 2. Concealment, Misrepresentation Or Fraud: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy, provided such failure is not intentional. However, we reserve the right to charge additional premium for any such hazard. 6. BROADENED PHYSICAL DAMAGE COVERAGE Under Section III —PHYSICAL DAMAGE COVERAGE,the following changes are made: A. WAIVER OF DEDUCTIBLE—GLASS REPAIR The following is added to D. Deductible: No deductible for a covered "auto"will apply to glass damage if the glass is repaired rather than replaced. B. ADDITIONALTRANSPORTATION EXPENSES A. Coverage, 4. Coverage Extensions, paragraph a. Transportation Expenses is deleted and replaced by the following: We will pay up to$50 per day to a maximum of$1500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes Of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its"loss". C. ADDITIONAL LOSS OF USE EXPENSES A. Coverage, 4. Coverage Extensions, paragraph b. Loss Of Use Expenses is deleted and replaced by the following: For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations Indicate that Collision Coverage is provided for any covered "auto". SCA 01 002 1013 Includes copyrighted material of Insurance Services Office, Inc.with its Page 3 of 4 permission. However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of$1500. D. COST TO RECOVER STOLEN AUTO The following is added to A. Coverage, 4. Coverage Extensions. We will pay reasonable and necessary expenses incurred by you to return a stolen, covered "auto" from the place where it is recovered to its usual garaging place. The most we will pay for such expenses is $1000. This Coverage Extension does not apply if your business is selling, servicing or repairing "autos". E. PERSONAL EFFECTS COVERAGE The following is added to A. Coverage, 4. Coverage Extensions. In the event of a total theft of a covered "auto", we will pay for personal effects owned by an "insured" and in or on the covered "auto" at the time of"loss". The most we will pay for such personal effects is $500 per"loss". No deductibles apply to this Personal Effects Coverage. F. AIRBAGS —ACCIDENTAL DISCHARGE COVERAGE The following is added to B. Exclusions, paragraph 3. This exclusion does not apply to the accidental discharge of an airbag caused by or arising from mechanical or electrical breakdown, provided the covered "auto" does not also incur other physical damage. The most we will pay for such "loss" is $1000. This coverage is excess over any other collectible insurance or warranty. No deductibles apply to this Airbags—Accidental Discharge Coverage. G. VEHICLE WRAP COVERAGE The following is added to A. Coverage, 4. Coverage Extensions. In the event of a total "loss" to a covered "auto" and in addition to the actual cash value of the covered "auto", we will pay up to $1000 to repair or replace vehicle wraps displayed on the"auto" at the time of"loss". The most we will pay under the Vehicle Wrap Coverage is $5000 for any one"loss", regardless of the number of covered "autos" deemed a total "loss". For the purpose of this coverage, vehicle wraps are full color, graphic images printed on vinyl film and attached to an "auto". 7. ADDITIONAL DEFINITIONS The following is added to Section V—DEFINITIONS: "Executive Officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any similar governing document. This endorsement forms a part of Policy Number: ADV40004EO Effective Date: 10-01-2019 Insured: KONICA MINOLTA HOLDINGS U.S.A. Includes copyrighted material of SCA 01 002 1013 Insurance Services Office, Inc.with its Page 4 of 4 permission. POLICY NUMBER: CPL40210KC COMMERCIAL GENERAL LIABILITY CG20100413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations PER KONICA MINOLTA CUSTOMER ANY KONICA MINOLTA CUSTOMER SCHEDULE ON FILE WITH THE LOCATION COMPANY Information required to complete this Schedule if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury "property damage"occurring after: caused, in whole or in part, by: 1. Your acts or omissions; or 1. All work, including materials, parts or equipment furnished in connection with such 2. The acts or omissions of those acting on your work, on the project (other than service, behalf; maintenance or repairs) to be performed by or in the performance of your ongoing operations for on behalf of the additional insured(s) at the the additional insured(s) at the location(s) location of the covered operations has been designated above. completed; or However: 2. That portion of "your work" out of which the injury or damage arises has been put to its 1. The insurance afforded to such additional intended use by any person or organization insured only applies to the extent permitted by other than another contractor or subcontractor law; and engaged in performing operations for a 2. If coverage provided to the additional insured principal as apart of the same project. is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to these 2. Available under the applicable Limits of additional insureds, the following is added to Insurance shown in the Declarations; Section III—Limits Of Insurance: If coverage provided to the additional insured is whichever is less. required by a contract or agreement, the most we This endorsement shall not increase the will pay on behalf of the additional insured is the applicable Limits of Insurance shown in the amount of insurance: Declarations. 1. Required by the contract or agreement; or Page 2 of 2 0 Insurance Services Office, Inc., 2012 CG 20 10 0413 This Endorsement Changes the Policy. Please Read It Carefully. COMMERCIAL GENERAL LIABILITY ENHANCEMENT This endorsement modifies coverage provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART(OCCURRENCE VERSION) 1. NON-OWNED WATERCRAFT Under SECTION I -COVERAGE A., paragraph 2, Exclusions, item (2) (a) of the Aircraft, Auto or Watercraft exclusion is replaced by the following: (2) A watercraft you do not own that is: (a)Less than 75 feet long: and This provision does not apply if the insured has any other insurance for"bodily injury" or "property damage"that would also apply to this extension of coverage, orwould apply except forthe exhaustion of its limits whether the other insurance is primary, excess,contingent or on any other basis. 2. PROPERTY DAMAGE COVERAGE EXTENSIONS A. Under SECTION I - COVERAGE A, paragraph 2. Exclusions,the Damage To Property exclusion is replaced by the following: j.Damage To Property "Property Damage"to (1) Property you own,rent or occupy,including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell,give away or abandon,if the"property damage" arises out of any part of those premises and occurred from hazards thatwere known by you, or should reasonably have been known by you, at the time the property was transferred or abandoned; (3) Property loaned toyou: (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the"property damage"arises out of those operations:or (6) That particular part of any property that must be restored, repaired or replaced because"your work"was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire)to premises,including the contents of such premises, rented to you fora period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits of Insurance. Paragraph(2) of this exclusion does not apply if the premises are"yourwork"and were never occupied, rented or held for rental by you. SGL 02 001 (0614) Includes copyrighted material of Insurance Page 1 of 9 Services Office,Inc.,with its permission. Paragraphs (3), (4), (5)and (6)of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs(3), (4)and (6)of this exclusion do not apply to"property damage"arising out of the use of an elevator at premises you own, rent or occupy. This insurance is excess over any valid and collectible insurance available to any insured whether primary, excess or contingent. Paragraph (6)of this exclusion does not apply to"property damage"included in the "products-completed operations hazard". B. The following is added to the Damage to Your Product exclusion: This exclusion does not apply to"property damage"to"your product'while on, being moved onto or off of an elevator; or liability assumed under a sidetrack agreement. This insurance is excess over any other valid and collectible insurance available to any insured whether primary, excess or contingent. C. Under Section I- COVERAGE A,the last paragraph afterthe exclusions is replaced by the following: Exclusions c. through n.do not apply to damage to premises by fire, lightning, explosion, smoke or leakage from fire protective systems while rented to you or temporarily occupied by you with permission of the owner.A separate limit of insurance applies to this coverage as described in Section Ill -Limits of Insurance. This limit will apply to all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke or leakage from fire protective systems or any combination of the five. D. Under SECTION III- LIMITS OF INSURANCE, item 6. is amended asfollows: 6.Subject to paragraph 5.above, the higher of: a. $500,000; or b.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 in the case of damage by fire, lightning, explosion, smoke or leakage from fire protective systems, while rented to you or temporarily occupied by you with permission of the owner. E. Under Section IV-COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph b. (1) (a) (11) under the Other Insurance condition is replaced by the following: (11) That is Fire,Lightning,Explosion, Smoke or Leakage from Fire Protective Systems insurance for premises rented to you ortemporarily occupied by you with permission of the owner; F. Under SECTION V-DEFINITIONS, paragraph a. of the Insured Contract definition is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises thatindemnifies any person or organization fordamage by fire, lightning, explosion, smoke or leakage from fire protective systems to premiseswhile rented SGL 02 001 (0614) Includes copyrighted materilaof Insurance Page 2 of 9 Services Office,Inc.,with its permission to you or temporarily occupied by you with permission of the owner is not an "insured contract". The coverage provided under provision 2. C.through F. above does not apply if Damage To Premises Rented To You of COVERAGE A is excluded either by the provisions of the Coverage Part or by endorsement. 3. BROAD FORMPERSONAL AND ADVERTISING INJURY A. Under SECTION I-COVERAGE B-PERSONAL AND ADVERTISING INJURY LIABILITY,the Contractual Liability exclusion is deleted. B. Under SECTION V-DEFINITIONS,the following paragraph is added to the definition of "personal and advertising injury-": h. Vicarious liability for discrimination or humiliation(unless insurance thereof is prohibited by law)that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1)Not done intentionally by or at the direction of: (a) The insured; (b) Any"executive officer". director, stockholder, partner, spouse of a partner, member, spouse of a member, manager or trustee of the insured; and (2) Not related directly or indirectly to an "employee" or to the employment, prospective employment ortermination of employment of any person by an insured. Provision 3.above does not apply if COVERAGE B- PERSONAL AND ADVERTISING INJURY LIABILITY is excluded either by the provisions of the Coverage Part or by endorsement. 4. MEDICAL PAYMENTS-INCREASED LIMITS A. Under SECTION I -COVERAGE C- MEDICAL PAYMENTS, item 1.a.(3)(b)is replaced by thefollowing: (a)The expenses are incurred and reported to us within three years of the date of the accident; and 8. Under SECTION 111- LIMITS OF INSURANCE, paragraph 7 is replaced by the following: 7. Subject to Paragraph 5.above, the higher of: a. $15,000; or b. The amount shown in the Declarations for Medical Expense Limit is the mostwewill pay under Coverage C for all medical expenses because of"bodily injury" sustained by any one person. This coverage does not apply if Coverage C- Medical Payments is excluded either by the provisions of the Coverage Part or by endorsement. 5. SUPPLEMENTARY PAYMENTS INCREASED LIMITS Under SUPPLEMENTARY PAYMENTS -COVERAGES A AND B, paragraphs l.b. and l.d. are replaced by the following: SGL 02 001 (0614) Includes copyrighted material of Insurance Page 3 of9 Services Office,Inc.,with its permission. 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 $500 a day because of time off from work. 6. BROADENED INSURED COVERAGE Under SECTION II -WHO IS AN INSURED,the following changes are made: A. BROAD NAMED INSURED The following is added: Any legally incorporated entity of which you own more than 50%of the voting stock is an insured. However,this insurance does not apply to"bodily injury"or"property damage"that occurred before you acquired or formed the organization or"personal and advertising injury"arising out of an offense committed before you acquired or formed the organization. Coverage for any such organization will cease as of the date during the policy period on which you no longer maintain more than 50%of the voting stock. This provision does not apply to any person or organization for which coverage is excluded. B. PARTNERSHIPS AND JOINT VENTURES The last paragraph of Section II- Who Is An Insured beginning"No person or organization isan insured... "isreplaced by the following: You are an insured with respect to the conduct of any current or past partnership orjoint venture, but only with respect to your interest in such current or past partnership orjoint venture. No other person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. This provision does not apply to any person or organization for which coverage is excluded. C. FELLOW EMPLOYEE COVERAGE Paragraph 2.a.{1)(a)is replaced by the following: {a) To you,to your partners or members(if you are a partnership orjoint venture), to your members (if you are a limited liability company); This provision does not applyto any person ororganization forwhich coverage is excluded. D. INCIDENTAL MEDICAL MALPRACTICE COVERAGE The following is added to item 2.a.(1){d): However,this exclusion does not apply to the rendering or failure to render by an "employee"of yours: SGL 02 001 (0614) Includes copyrighted materialof Insurance Page 4 of 9 Services Office,Inc.,with itspermission i. Medica,Ipa ram edical, dental,x-ray or nursing service or treatment or the furnishing of food or beverages in connection therewith; or ii. The furnishing or dispensing of drugs or medical or dental supplies; as long as you are not in the business or occupation of providing these services. This extension of coverage does not apply to punitive or exemplary damages,if coverage of such is permitted by statute orcase law. The insurance provided bythis extension of coverage is excess over any other valid and collectible insurance available to the insured,whether primary,excess,contingent oron any other basis,except for insurance purchased specifically by you to be excess of this policy. This provision does notapply to any person or organization forwhich coverage is excluded. E. NEWLY ACQUIRED ORGANIZATIONS Paragraph 3.a. is replaced by the following: a. Coverage under this provision is afforded until the end of the policy period; This provision does notapply toany person ororganization forwhich coverage is excluded. F. MANAGERS OR LESSORS OF PREMISES Managers or lessors of yours are insureds but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you. This insurance does not applyto: 1. Any'occurrence"which takes place after you cease to be a tenant in that premises. 2. Structural alterations,new construction or demolition operations performed by or on behalf of the manager or lessor added by this provision. G. LESSORS OF LEASED EQUIPMENT Any person or organization from whom you lease equipment is an insured, but only: 1. When you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy; 2. 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) With respect to the insurance afforded to these additional insureds,this insurance does not apply to any"occurrence'which takes place afterthe equipment lease expires. H. USERS OF WATERCRAFT Any person,who with your consent, either uses or is responsible for the use of a watercraft is an insured, but only for their liability arising out of the use oroperaitonof that watercraft on yourbehalf. SGL 02 001 (0614) Includescopyrighted material oflnsurance Page 5 of 9 SeNices Office, Inc., withlts permission. I. VENDORS If this policy provides Products Liability Coverage, any vendor you are required by a written contract or written agreement to name as an additional insured is an insured, 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 thevendor's business,subject to the following additional exclusions: The insurance afforded the vendor does not apply to: a. "Bodily injury"or"property damage"forwhich 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 thatthe vendor would have in the absence of the contract oragreement; 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,orthe substitution of parts under instructions from the manufacturer,and then repackaged in the original container; 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 and 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 products; g. Products which,after distribution or sale by you,have been labeled or re-labeled 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: (1) The exceptions contained in sub-paragraphs d. or f.; or (2) 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. 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. J. ADDITIONAL INSUREDS-CONTROLLING INTEREST Any person or organization who has financial control of you is an insured, but only with respect to their liability arising out of their financial control of you or premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. K. ADDITIONAL INSUREDS -BY CONTRACT, AGREEMENT OR PERMIT Item 4 is added as follows: 4. Any person or organization not otherwise identified as an insured in this coverage or covered or excluded by endorsement attached to this coverage,that you are required by written contract, written agreement or written permit to name as an insured is an insured but only with respect to"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: SGL 02 001 (0614) Includes copyrighted material or Insurance Page 6 of9 Seivices Office,Inc.,with its permision. a. In the performance of"your work"for the additional insured(s)at the location(s) designated in the written contract,written agreement or written permit;or b. to connection with your premises owned by or rented to you. However,with respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply: (1) Unless the written contract or written agreement has been executed or the written permit has been issued prior to the"bodily injury","property damage" or"personal and advertising injury"; (2) To "bodily injury", "property damage" or"personal and advertising injury" occurring after:(a)The termination date of any requirement to add additional insureds in any such contract,agreement or permit;or(b)The end of this policy period, whichever comes first;or (3) To the rendering or failure to render any professional service. The insurance afforded such additional insureds under items 6.F through 6.K: a. Applies only to the extent permitted by law; b. If required by a written contract, written agreement or written permit, coverage provided the additional insured will not be broader than that which you are required by the written contract,written agreement orwritten permit to provide for such additional insureds; and c. Does not apply to any person or organization excluded in this coverage form or by endorsement to this coverage form. With respect to the insurance afforded these additional insureds under 6.117 through 6.K, the following is added to Section III - Limits of Insurance: If coverage provided to any additional insured is required by a written contract,written agreement or written permit,the most we will pay on behalf of the additional insured is the amount ofinsurance: 1. Required by the contract, agreement or permit; or 2. Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This provision will not increase the applicable Limits of Insurance shown in the Declarations. 7. PRIMARY AND NON-CONTRIBUTORY -OTHER INSURANCE CONDITION The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary and Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additfonal insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance;and SGL 02 001 (0614) Includes copyrighted material of Insurance Page 7 of 9 Services Office,Inc.,with its permission. (2) You have agreed in writing in a contract, agreement or permit that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 8. KNOWLEDGE AND NOTICE OFOCCURRENCE Under SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraphs e. and f. are added to the Duties In The Event of Occurrence,Offense, Claim or Suit condition as follows: e. Your rights afforded underthis policy will not be prejudiced if you fail to give us notice of an"occurrence",offense or claim,solely due to your reasonable and documented belief that the "bodily injury" , "property damage" or"personal and advertising injury" is not covered under this policy. f. You must give us prompt notice of an"occurrence", offense, claim or loss only when the "occurrence"offense, claim 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 director, if you are a corporation (4) A member, if you are a limited liability company; (5) A trustee, if you are a trust;or (6) An"employee'designated by you to give us such a notice. 9. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Under SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS,the following is added to the Representations condition: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy,provided such failure is not intentional.However, we reserve the right to charge additional premium for any such hazard. 10. WAIVER OF SUBROGATION Under SECTION IV-COMMERCIAL GENERAL LIABILITY CONDITIONS,the following is added to the Transfer of Rights of Recovery Against Others To Us condition: If the insured has waived those rights in a written contract,written agreement or written permit executed before loss, our rights are waived also. 11. BODILY INJURY REDEFINED Under SECTION V-DEFINITIONS,the definition of"bodily injury" is replaced by the following: 2."Bodily injury means bodily injury, disability, mental anguish, mental injury, shock,fright, humiliation,sickness or disease sustained by a person,including death resulting from any of these at anytime. 12. MOBILE EQUIPMENT REDEFINED Under SECTION V- DEFINITIONS,paragraph f. of the definition of"mobile equipment" is replaced by the following: SGL 02 001 (0614) Includes copyrighted material of Insurance Page 8 of 9 Services Office,Inc., with Itspermission. Docu Sign Envelope 10:AE20613136 0297 4804-9E84-C9BF1 F14E6B5 f_Vehicles not described in a.,b.,c., or d. above maintained primarily for purposes other than the transportation of persons or c argo . However , self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment' but will be considered "autos", unless weighing less than 10,000 pounds gross vehicle weight and designed for use off public roads: (1) Equipment designed primarily for: (a) Snow removat (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. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility lawor other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle i nsuran ce law are considered "autos". 13. LIBERALIZATION If we adopt a change in our forms or rules that would broaden the coverage of this policy without additional premium,the broader coverage will apply to thi s policy when the change becomes effective in your state. This en dor s emen t forms a part of Policy Number:CPL4 0210KO Effec ti ve Date: 10-0 1-2 01 9 In su red: KONICA MINOLTA HO LDIN G S USA SGL 02 001 (0614) Includes copyrighted material of Insurance Page 9 of 9 Services Office, In,c.with its permi ssi on.