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HomeMy WebLinkAboutCAG2022-096 - Original - Konica Minolta Business Solutions U.S.A., Inc - Maintenance Agreement for Printshop Presses - 03/17/2022Patti Belle/Cathie Everett Mayor's Office 02/16/2022 N/A 52001210.64980.1239 N/A Konica Minolta Business Solutions Contract 800798 Amendment Maintenance agreement for printshop presses 28,000.00 Other OK to sign 3/14/2022, TW. 2/16/22 3/17/223/15/22 CAG2022-096 Original________ • KENT WnS - TaN 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 146th Place S.E. Bellevue, WA 98007, 253- 733-3777 (hereinafter the "Vendor"). AGREEMENT I. DESCRIPTION OF WORK. The 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. The 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, the Vendor shall complete the work and provide all goods, materials, and services as provided for herein through December 31, 2022 III. COMPENSATION. The City shall pay the Vendor an amount not to exceed $28,000 under the payment schedule provided for in Exhibit A, 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: $0.00358 per copy. b. Bizhub Press C1060 Color MFD: $0.0448 for color, $0.0109 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. Card Payment Program. The Vendor may elect to participate in automated credit card payments provided for by the City and its financial institution. This Program is provided as an alternative to payment by check and is available for the convenience of the Vendor. If the Vendor voluntarily participates in this Program, the Vendor will be solely responsible for any fees imposed by financial institutions or credit card companies. The Vendor shall not charge those fees back to the City. If the City objects to all or any portion of an invoice, it shall notify the 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 the Vendor for any defective or unauthorized goods, materials or services. If the 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 the 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 the 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 GOODS & SERVICES AGREEMENT - 2 (Over $20,000, including WSST) retained the 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. 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. 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 the 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, the Vendor must submit a written amendment request to the person listed in the notice provision section of this Agreement, Section XV(D), within fourteen (14) calendar days of the date the 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 VIII, 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 the 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. FORCE MAJEURE. Neither party shall be liable to the other for breach due to delay or failure in performance resulting from acts of God, acts of war or of the public enemy, riots, pandemic, fire, flood, or other natural disaster or acts of government ("force majeure event"). Performance that is prevented or delayed due to a force majeure event shall not result in liability to the delayed party. Both parties represent to the other that at the time of signing this Agreement, they are able to perform as required and their performance will not be prevented, hindered, or delayed by the current COVID-19 pandemic, any existing state or national declarations of emergency, or any current social distancing restrictions or personal protective equipment requirements that may be required under federal, state, or local law in response to the current pandemic. If any future performance is prevented or delayed by a force majeure event, the party whose performance is prevented or delayed shall promptly notify the other party of the existence and nature of the force majeure event causing the prevention or delay in performance. Any excuse from liability shall be effective only to the extent and duration of the force majeure event causing the prevention or delay in performance and, provided, that the party prevented or delayed has not caused such event to occur and GOODS & SERVICES AGREEMENT - (Over $20,000, including WSST) continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. Notwithstanding other provisions of this section, the Vendor shall not be entitled to, and the City shall not be liable for, the payment of any part of the contract price during a force majeure event, or any costs, losses, expenses, damages, or delay costs incurred by the Vendor due to a force majeure event. Performance that is more costly due to a force majeure event is not included within the scope of this Force Majeure provision. If a force majeure event occurs, the City may direct the Vendor to restart any work or performance that may have ceased, to change the work, or to take other action to secure the work or the project site during the force majeure event. The cost to restart, change, or secure the work or project site arising from a direction by the City under this clause will be dealt with as a change order, except to the extent that the loss or damage has been caused or exacerbated by the failure of the Vendor to fulfill its obligations under this Agreement. Except as expressly contemplated by this section, all other costs will be borne by the Vendor. VIII. 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: 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. GOODS & SERVICES AGREEMENT - 4 (Over $20,000, including WSST) 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). IX. 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. X. WARRANTY. The 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. The 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 the Vendor's representations to City. The Vendor shall promptly correct all defects in workmanship and materials: (1) when the Vendor knows or should have known of the defect, or (2) upon the 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. XI. 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. The 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. XII. INDEMNIFICATION. The 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 the 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 the 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 the Vendor shall pay all the City's costs for defense, including all reasonable expert witness fees and GOODS & SERVICES AGREEMENT - 5 (Over $20,000, including WSST) 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. XIII. 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. XIV. WORK PERFORMED AT VENDOR'S RISK. The 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 the Vendor's own risk, and the 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. XV. 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 XII of this Agreement. 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 the 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. GOODS & SERVICES AGREEMENT - 6 (Over $20,000, including WSST) 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 the 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. VENDOR: CITY OF KENT: By: �`"� By: ID Print Name: {.{v--r- Print Name: Dana Ralph h Its ()V GCOU4_fS 'j(�-+ Its Mayor nn ie U DATE: I V � I DATE: 03/17/2022 NOTICES TO BE SENT TO: I NOTICES TO BE SENT TO: VENDOR: I CITY OF KENT: Emily Olstein Konica Minolta 3245 14611' Place S.E. Bellevue, WA 98007 Olsteieolstein�(ikirius.konicaminolta.us 1 425-970-5633 (telephone) APPROVED AS TO FORM: *�,�e-nLaepartment Patti Belle, Communications Manager City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856-4648 (telephone) GOODS & SERVICES AGREEMENT - 7 (Over $20,000, including WSST) ATTEST: Kentj City Cie GOODS & SERVICES AGREEMENT - 8 (Over $20,000, including WSST) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform 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 opportunity policies. The following questions specifically identify the requirements the City deems necessary for 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 suspension 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 origin, 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 minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. By: For: Title: ' p" kcvu,�s �S Date: f Feb 2( EEO COMPLIANCE DOCUMENTS - 9 of 3 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN CONTRACTORS FT•121.Vs SUPERSEDES: April 1, 1996 APPROVED BY Jim White, Mayor 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 - 10 of 3 Exhibit A Konica Minolta and City of Kent Print Shop MFD Maintenance Repair Description of Services and Service Level Agreement 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 EXHIBIT C Insurance requirements for service contracts 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. ASSIGNMENT: Neither party may assign or subcontract this agreement to any subcontractors or other assignees without the express written consent of the other party. 10. 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. 11. 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. 12. 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. 13. 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. 14. 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. 15. 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. 16. 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. 17. RENEWAL: Service shall automatically be extended for six months at the end of this agreement at the current rate being charged unless either party provides the other party thirty (30) days written notice before the end of the current term of its intention not to renew this agreement. Upon renewal, either party may cancel this agreement, with or without cause, upon thirty (30) days written notice to the other party. Upon cancellation pursuant to this paragraph, City will be billed for service through the effective date of cancellation. In the event his agreement is canceled or not renewed, City shall return any unused consumable supplies to Vendor. Should City fail to return any consumable supplies, Vendor reserves the right to charge for any of those unreturned supplies at the then current rate for those supplies. Vendor shall provide written proof of the published costs of those supplies. 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 C 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. AID o CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 09/23/2021 I 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 Aon Risk Services Northeast, Inc. New York NY Office CONTACT NAME: (A/cC.. No. Ext): (866) 283-7122 FAX No.): (800) 363-0105 E-MAIL ADDRESS: One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: Sompo America insurance company 11126 Konica Minolta Business Solutions INSURER B: U.S.A., Inc. INSURER C: Attn: Lynne Ransom 500 Day Hill Road Windsor CT 06095 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570089422960 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 MOLIC YFF. MMIDD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY CPL40210K 777= 7767= EACH OCCURRENCE $1, 000, 000 CLAIMS -MADE M OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $500,000 X MED EXP (Any one person) $15 , 000 CONTRACTUAL LIABILITY PERSONAL& ADV INJURY $1, 000, 000 GEN'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY ❑ PRO El LOC JECT PRODUCTS - COMP/OP AGG $2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident BODILY INJURY ( Per person) ANYAUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HI RED AUTOS NON -OWNED ONLY AUTOS ONLY PROPERTY DAMAGE Per accident A X UMBRELLA LIAB X OCCUR cPU40539N0 10/01/202110/01/2022 EACH OCCURRENCE $10,000,000 EXCESS LIAB I CLAIMS -MADE AGGREGATE $10, 000, 000 DED I X RETENTION $10,000 WORKERS COMPENSATION AND PER STATUTE I OTH- EMPLOYERS' LIABILITY Y/ N ER E.L. EACH ACCIDENT ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ N / A E.L. DISEASE -EA EMPLOYEE (Mandatory in NH) If yes, describe under 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) Evidence of Insurance. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Konica Minolta Business AUTHORIZED REPRESENTATIVE Solutions U.S.A., Inc. 500 Day Hill Road Windsor CT 06095 USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 11/11/2021 Marsh USA, Inc. 1166 Avenue of the Americas New York, NY 10036 CN101223113--AWP-21-22 Sompo America Insurance Company Arch Insurance Company N/A N/A 11150 11126 Konica Minolta Business Solutions, U.S.A., Inc. Attn: Lynne Ransom 500 Day Hill Road Windsor, CT 06095 NYC-010133117-21 4 X TECH E&O X X NPL0067432-00 11/08/2021 10/01/2022 10,000,000 A X Collision Ded: $1,000 Comprehensive Ded: $500 AAL30011364800 10/01/2021 10/01/2022 1,000,000 A A A N WCR40018S0 (NY) JCD40012M0 (AOS) WCN40006G0 (WI) 10/01/2021 10/01/2021 10/01/2021 10/01/2022 10/01/2022 10/01/2022 1,000,000 1,000,000 1,000,000 Evidence of insurance LIMIT: X B Konica Minolta Business Solutions, U.S.A 500 Day Hill Road Windsor, CT 06095 10/30/2020 Marsh USA, Inc. 1166 Avenue of the Americas New York, NY 10036 CN101223113--AWP-21-22 Sompo America Insurance Company Continental Insurance Company of New Jersey N/A N/A 35289 11126 Konica Minolta Business Solutions, U.S.A., Inc. Attn: Lynne Ransom 500 Day Hill Road Windsor, CT 06095 NYC-010924767-04 2 X TECH E&O X X 287233832 10/31/2020 11/0 /2021 10,000,000 A X Collision Ded: $1,000 Comprehensive Ded: $500 AAL30011364800 10/01/2021 10/01/2022 1,000,000 A A A N WCR40018S0 (NY) JCD40012M0 (AOS) WCN40006G0 (WI) 10/01/2021 10/01/2021 10/01/2021 10/01/2022 10/01/2022 10/01/2022 1,000,000 1,000,000 1,000,000 Evidence of Coverage LIMIT: X B Konica Minola Business Solutions U.S.A. Inc. 500 Day Hill Road Windsor, CT 06095 AID o CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 09/23/2021 I 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 Aon Risk Services Northeast, Inc. New York NY Office CONTACT NAME: (A/cC.. No. Ext): (866) 283-7122 FAX No.): (800) 363-0105 E-MAIL ADDRESS: One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A: Sompo America insurance Company 11126 Konica Minolta Business Solutions INSURER B: U.S.A., Inc. INSURER C: Attn: Lynne Ransom 500 Day Hill Road Windsor CT 06095 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570089426461 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 INSADDD WVD POLICY NUMBER POLICY FF. MM/DD/YYYY MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y CPL40210KO 777= 7767= EACH OCCURRENCE $1, 000, 000 CLAIMS -MADE M OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $500,000 X MED EXP (Any one person) $15 , 000 CONTRACTUAL LIABILITY PERSONAL& ADV INJURY $1,000,000 GEN'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY ❑ PRO El LOC JECT PRODUCTS - COMP/OP AGG $2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident BODILY INJURY ( Per person) ANYAUTO BODILY INJURY (Per accident) OWNED SCHEDULED AUTOS ONLY AUTOS HIRED AUTOS NON -OWNED ONLY AUTOS ONLY PROPERTY DAMAGE Per accident A X UMBRELLA LIAB X OCCUR Y CPU40539N0 10/01/2021 10/01/2022 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $10, 000, 000 DED I X RETENTION 810, 000 WORKERS COMPENSATION AND PER STATUTE I OTH- EMPLOYERS' LIABILITY Y/ N ER E.L. EACH ACCIDENT ANY PROPRIETOR / PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ N / A E.L. DISEASE -EA EMPLOYEE (Mandatory in NH) If yes, describe under 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 in accordance with the policy provisions of the General Liability and Umbrella Liability policies with respect to Konica Minolta's work and/or operations. CERTIFICATE HOLDER CANCELLATION 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 eXl'or� �JG,rOfc �sti�tsaaO c//st�f �na LOU Im �I 1=7 r 3' r{, ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: CPL40210K0 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED 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 include as an additional insured the person(s) or organizations) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that-. additional insured and included in the "products -completed operations h azard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 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. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 37 0413 0 Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: CPL40210KO 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 include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 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. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 2010 0413 ©Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 04 13 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 Includes copyrighted material of SCA 01 002 1013 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". Includes copyrighted material of SCA 01 002 1013 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: AAL30011364800 Insured: Effective Date: 10-01-2021 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. 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)Lessthan 75 feetlong: 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, or would apply except for the 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 that were known by you, or should reasonably have been known by you, at the time the property was transferred or abandoned; (3)Property loaned to you: (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 for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section Ill - Limits of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. SGL 02 001 (0614) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 9 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 after the 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 Ill - LIMITS OF INSURANCE, item 6. is amended as follows: 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) (II) under the Other Insurance condition is replaced by the following: (II) That is Fire, Lightning, Explosion, Smoke or Leakage from Fire Protective Systems insurance for premises rented to you or temporarily 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 that indemnifies any person or organization for damage by fire, lightning, explosion, smoke or leakage from fire protective systems to premiseswhile rented SGL 02 001 (0614)Includes copyrighted material of Insurance Services Office,Inc., with its permission. Page 2 of 9 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 FORM PERSONAL 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 or termination 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 the following: (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 most we will 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 1.b. and 1.d. are replaced by the following: SGL 02 001 (0614) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of9 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 ls An Insured beginning "No person or organization is an insured ... " isreplaced 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. 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 or joint venture), to your members (if you are a limited liability company); This provision does not apply to any person or organization for which 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 material of Insurance Services Office, Inc., with its permission. Page 4 of 9 i.Medica,l paramedical, 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 or case law. The insurance provided by this extension of coverage is excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. This provision does not apply to any person or organization for which 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 not apply to any person or organization for which 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 apply to: 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 after the 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 or operaiton of that watercraft on your behalf. SGL 02 001 (0614) Includes copyrighted material of Insurance SeNices Office, Inc., withIts permission. Page 5 of 9 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 the vendor's business, subject to the following additional exclusions: The insurance afforded the vendor does not apply to: a."Bodilyinjury"or "property damage" forwhichthe vendor isobligatedto paydamages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; 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 Seivices Office,Inc., with its permission. Page 6 of9 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.tn 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 therendering orfailure 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 or written 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.F through 6.K, the following is added to Section Ill - 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 of insurance: 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 Services Office, Inc., with its permission. Page 7 of 9 (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 OF OCCURRENCE 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 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; (3)An "executive officer" or director, if you areacorporation; (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 injur•y 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. 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 Services Office, Inc., with Its permission. Page 8 of 9 DocuSign Envelope 10: AE206BB6 0297 4804-9E84-C9BF1F14E6B5 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 com pressors , pumps and generators , including spr aying, 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 In su red: KONICA MINOLTA HO LDIN G S USA Effec ti ve Date : 10 - 0 1- 2 0 SGL 02 001 (0614) Incl udes copyrighted ma terial of Insurance Services Office, ln,c. with it s permi ssi on. Page 9 of 9 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 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 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. Includes copyrighted material of UC 0001 0413 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 UC 0001 0413 Insurance Services Office, Inc., with Page 3 of 4 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: 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: CPU 4 0 5 3 9N 0 Effective Date: 10 — 01— 2 0 21 Insured: KONICA MINOLTA HOLDINGS USA Includes copyrighted material of UC 0001 0413 Insurance Services Office, Inc., with Page 4 of 4 its permission. 11/12/2021 Marsh USA, Inc. 1166 Avenue of the Americas New York, NY 10036 CN101223113--AWP-21-22 Sompo America Insurance Company Arch Insurance Company Endurance American Insurance Company 10641 11150 11126 Konica Minolta Business Solutions, U.S.A., Inc. Attn: Lynne Ransom 500 Day Hill Road Windsor, CT 06095 NYC-009618955-33 1 X TECH E&O X SIR: $2,500,000 X X X NPL0067432-00 11/08/2021 10/01/2022 10,000,000 A X X Collision Ded: $1,000 Comprehensive Ded: $500 AAL30011364800 10/01/2021 10/01/2022 1,000,000 A A A N WCR40018S0 (NY) JCD40012M0 (AOS) WCN40006G0 (WI) 10/01/2021 10/01/2021 10/01/2021 10/01/2022 10/01/2022 10/01/2022 1,000,000 1,000,000 1,000,000 C TECH E&O EXCESS:NRX30013086600 11/08/2021 10/01/2022 LIMIT:5,000,000 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. LIMIT: X B The City of Kent 220 4th Avenue Kent, WA 98032 Marsh USA, Inc.Konica Minolta Business Solutions, U.S.A., Inc. Attn: Lynne Ransom 500 Day Hill Road Windsor,CT 06095 2nd Excess Carrier: Starr Surplus Lines Insurance Company Policy #: 1000634919211 Effective Dates: 11/8/2021 - 10/1/2022 Limit: $5,000,000 10/01/2022 287233832 WCR40018S0 (NY) 10,000,000 NYC-009618955-30 X 1,000,000 JCD40012M0 (AOS) 35289 Windsor, CT 06095 N X TECH E&O 10/01/2021 1 10/01/2022 10/31/2020 Collision Ded: $1,000 AAL30011364800 TECH E&O EXCESS: A 10641 Continental Insurance Company of New Jersey 1,000,000 X C X X /2021 10/31/2020 10,000,000 10/01/2021 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. SIR: $250,000 10/01/2021 LIMIT: Kent, WA 98032 The City of Kent X B A Endurance American Insurance Company CN101223113--AWP-21-22 LIMIT: 10/01/2022 1,000,000 A 11126 1,000,000 11/0 /2021 WCN40006G0 (WI) 1166 Avenue of the Americas Marsh USA, Inc. New York, NY 10036 Solutions, U.S.A., Inc. Konica Minolta Business 500 Day Hill Road Attn: Lynne Ransom PRX10011806703 10/01/2021 220 4th Avenue X XA 11/0 /2021 Comprehensive Ded: $500 10/01/2022 Sompo America Insurance Company