HomeMy WebLinkAbout17-3 Resolution No. 17-3
RESOLUTION
AUTHORIZING EXECUTION OF MASTER PREMIER LEASE SCHEDULES
AND ORDER PACKAGE ACCEPTANCE AGREEMENT WITH KONICA MINOLTA
PREMIER FINANCE FOR THE LEASE OF NINETEEN DIGITAL COPIERS
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS,
that Richard G. Kozal, City Manager, be and is hereby authorized and directed to execute Master
Premier Lease Schedules, Order Package Acceptance Agreement and related documents on
behalf of the City of Elgin with Konica Minolta Premier Finance, a program of Konica Minolta
Business Solutions U.S.A., Inc., for the lease of nineteen digital copiers, copies of which are
attached hereto and made a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: January 11, 2017
Adopted: January 11, 2017
Omnibus Vote: Yeas: 8 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
Order Package: 500331317
01104117 09:55 AM
Page 023 of 023
Order Package Acceptance Agreement
Customer Name/Address:
CITY OF ELGIN
150 DEXTER CT
ELGIN, IL 60120
This order package acceptance agreement constitutes the parties'acceptance of and agreement to the following forms contained in this
Order Package (as identified by Order Package ID 500331317 time stamped 01/04/17 09:55 AM,attached hereto and made hereof):
Maintenance agreement
For the items covered by a KMBS billed maintenance contract, Customer's signature below also acknowledges Customer's consent to
"KMBS Standard Maintenance Terms and Conditions- Schedule A(Updated September 1, 2015)', available in hardcopy upon
request or online at htto://kmbs.konicaminolta.us/iMaintenanceTerrns-M93C, attached hereto and made a part here of as attachment
A,the terms of which are incorporated into this Agreement by reference. KMBS assumes no responsibility to pick-up, return to any
party, and/or resolve any financial obligations on any existing Customer equipment except as specifically stated in this Agreement or
separately executed form.
•
Authorized Customer Representative KMBS Representative
Name: Richard G. Kozal Name: "41'77'i
(Please Pri � (Please Print)
Signature: ate Signature: Ale //
Title: City Manager Date: /A/47
Date: 01/11/2017 KMBS Manager
Name: M I (10..1.11-0^
(Please Print)
Signature:
Date: / 1 17
KONICA MINOLTA BUSINESS SOLUTIONS U.S.A.,INC.
100 Williams Drive,Ramsey,NJ 07446 (201)825-4000 www.kmbs.konicaminolta.us Form 30221-090115-05
ATTACHMENT A
Order Package: S00331317
0 KONICA MINOLTA 01/04/17 09:55 AM
Page 020 of 023
Maintenance Agreement
Customer Information
Sold to Acct 4: 0000668930 Payer/Bill to Acct 8: Ship to Acct 4:
Name: CITY OF ELGIN Name: CITY OF ELGIN Name: MULTIPLE SHIP TO LOCATIONS
Attn/Dept:DAINA DENYE Attn/Dept: DAINA DENYE Attn/Dept:
Ste/Rm: Ste/Rm: Ste/Rm:
Address: 150 DEXTER CT Address: 150 DEXTER CT Address:
City: City: City:
City:
ELGIN
State: II Zip: 50120 State: II Zip: R0190 State: Zip:
Tax Exempt Customer? IS Yes ❑ No Tax Exemption Number: E9996-0771-06 Tax Exemption Certificate must be attached when applicable.
PO Required? ❑ Yes IN No PO Number: PO Expiration Date: PO must be attached when applicable.
❑ Individual PO ❑ Blanket PO PO Contact: Email: Ph:
Fleet Manager? &I Yes ❑ No Name: DAINA DENYE Email: DENYE D•CITYOFELGIN.ORG Ph: 847 931 5604
Coverage/Billing Options
Coverage Options: MFP Wide Format
Select Options: Select Options:
i9 Supply Inclusive ($ Staples Included ❑ Toner(Black Only)
❑ After Hours Service-Requires After Hours Agreement ❑ 201b Bond Roll Paper
IDI Decline Digital Connected Support* ❑ Decline Digital Connected Support*
•Digital Connect Support will be added automatically billed at$12.00 per serial number monthly,unless declined above.
Billing Options: MFP Wide Format
Initial Term in Months: IS 36 ❑ 48 ❑ 60 ❑ Other ❑ 36 ❑ 48 ❑ 60 ❑ Other
Flat Rate Frequency: ❑ Monthly DI Quarterly ❑ Annually ❑ Monthly
Meter Frequency: ❑ Monthly Ig Quarterly ❑ Annually ❑ Monthly
Aggregate Volume: ❑ B/W ❑ Color
AN Devices
Effective Date: gl On Install ❑ Date:
Billing Day: 21 Selected by KMBS ❑ Preferred Day: (29th,30th,and 31st are not an available selection)
internal Use
Maintenance Pricing SAAB:
311/1 Monthly Minimum Monthly Flat Rate$ Cost Per Copy Rate$
Item Model Description Serial Number Type Volume Start Meter SubF7at_ = PrtcePlen
1 BIZHUB C368 COPIER/ Color 0.00 0.04500
PRINTER B/W 0.00 0.00350
Color 0.00
2 RI INTER 368 COPIER/P B/W
0.00 0.00350
Color 0.00
3
BIZHUB 554E B/W n 00 0 00350
$I Additional Equipment on Schedule B
Wide Fermat Monthly Minimum Cost Per Square Foot .
Monthly Flat Rate$
Item Model Description Serial Number Type Volume(Sq.Feet) Rate$ Start Meter WNW _ hi fterr
11 I I B'W I I 1
❑ Additional Equipment on Schedule C
Comments
CPC COMMENTS-
STAPLES INCLUDED /
SIGNED BY `'r - DATE /f4 117
SIGNED BY ( �_ /�/ D. 01/11/2017
Richard G. Kozel,
City Manager
For Internal Use
Mare:, ":Q witb>:pmentari•► CI 1+t. y ti wed bows 0 liNed by Less.Company Q Densersentad
Sales Rep Number Sales Rep Name Sales Rep Email Address Saks District
Oriptiatirtt: 9244593 TTE TOBIN ATOBIN @KMBS.KONICAMINOLTA.US I 24603 I
Order Taking: 9244593 NTONETTE TOBIN ATOBIN @KMBS.KONICAMINOLTA.US Processed
Servicing: 9244593 NTONETTE TOBIN ATOBIN @KMBS.KONICAMINOLTA.US ® Branch 0 Windsor
Form:1011-090115-OS
KONICA MINOLTA BUSINESS SOLUTIONS U.S.A.,INC.
100 Williams Drive,Ramsey,NJ 07446 (201)825-4000 www.kmbs.konicaminolta.us
Order Package: S00331317
0 KONICA MINOLTA ATTACHMENT A 01/04/17 09:55 AM
Page 021 of 023
Maintenance Agreement
Additional E ui ment-Schedule B
Internal Use
MA*:
MFP Monthly Minimum
Monthly Flat Rate$ Cost Per Copy Rate$
Item Model Description Serial Number Type Volume Start Meter Sub Fleet Price Plan
Color 0.00
1
BIZHUB 554E B/W 0.00 0.00350
2 BIZHUB 368 COPIER/PR Color 0.00
INTER B/W 0.00 0.00350
Color 0.00
3 BIZHUB 368 COPIER/PR
INTER B/W 0.00 0.00350
4 BIZHUB 368 COPIER/PR Color 0.00
INTER B/W 0.00 0.00350
Color 0.00 0.04500
5 BIZHUB C458 COPIER/P
RINTER B/W 0.00 0.00350
Color 0.00
6
BIZHUB 554E B/W 0.00 0.00350
Color 0.00
7 .
BIZHUB 554E B/W 0.00 0.00350
Color 0.00
8 BIZHUB 368 COPIER/PR
INTER B/W 0.00 0.00350
Color 0.00
9
BIZHUB 454E B/W 0.00 0.00350
Color 0.00
10
BIZHUB 454E B/W 0.00 0.00350
Color 0.00 0.04500
11 BIZHUB C368 COPIER/P
RINTER B/W 0.00 35.00000
Color 0.00 - 1_`_
12
BIZHUB 287 B/W 0.00 0.00350
Color 0.00
13
BIZHUB 287 B/W 0.00 0.00350
Color 0.00 -
14 BIZHUB 368 COPIER/PR
INTER B/W 0.00 0.00350
Color 0.00
15 BIZHUB 287 B/W 0.00 0.00350
Color
16 B/W
Color ,'� % .
17 B/W
Color
18 B/W
Color
19 B/W
Color
20 B/W
Color
21 B/W w,y;
�:
Color rr
22
B/W
Color
" ( .
23
B/W
Color
24
-
B/W x
5
Color k. f `,>=_
25 B/W
Color
26 B/W
Color
27 B/W '-
28 Color
B/W
C-/k-- KONICA MINOLTA BUSINESS SOLUTIONS U.S.A.,INC. Form: 1011B-090115-OS
100 Williams Drive,Ramsey,NJ 07446 (201)825-4000 www.kmbs.konicaminolta.us
1[U/t7
[Type text]
_ For office use only(Check one): El Branch ❑Windsor ❑Windsor Commercial
Master Premier APPLICATION NO. AGREEMENT NO. SCHEDULE NO.
KONICA MINOLTA Lease Schedule
CUSTOMER BILL - TO INFORMATION 6S,%;unic nu,/he rom/ik°trrl/ur carh billing loc(ition.)
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG/ROOM/SUITE
150 Dexter Court 2nd Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER' FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A denye_d @cityofelgin.org 36-6005862
By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INSTALLATION LOCATION,s,,/,,,arc crbidul� mu,/ for billing
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin Slade
STREET ADDRESS/P.O.BOX BLDG/FLOOR/ROOM/SUITE
2 Slade Avenue 1st Floor
CITY STATE ZIP CONTACT NAME
Elgin IL 60120 Eric Kresmery
PHONE NUMBER FAX NUMBER
(847)931-6162 N/A Kresmery_e @cityofelgin.org
MAKE/MODEL NO./ACCESSORIES SERIAL NO.
Bizhub 364E
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $99.93 Security Deposit$ $0
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE
01/11/2017 Konica Minolta Premier Finance WO C • 'PT kka
DATED LESSOR SIGNATURE PRINT NAME
CUSTOMER ACCEPTANCE
�/ %� /
01/11/2017 CITY OF ELGIN ^ Richard G. Kozal
DATED FULL LEGAL NAME SIGNATURE/TITLE Richard G. Kozal, PRINT NAME
24711 -01/11/2010 City Manager
For office use only(Check one): ❑Branch O Windsor ATTACHMENT A
APPLICATION NUMBER AGREEMENT NUMBER i�Li i
Master Premer
i
KONICA MINOLTA Lease Agreement .
This Master Premier Lease Agreement('Agreement')is written in Plain English". The words you and your,refer to the customer(and Its guarantors). The words Lessor,we,us
and our,refer to Konica Minolta Premier Finance,a program of Konica Minolta Business Solutions U.S.A.,inc.,its subsidiaries and affiliates.(Supplier)
I C-USTOMER INFORMATION. .t±,;r, . '"x L.,' ':?`. '. •V A }`� ^ C '`,'�•';'4.f:.°' ''± 1-?'. .
v+
FULL LEGAL NAME STREET ADDRESS
City of Elgin 150 Dexter Court
CITY STATE ZIP PHONE' FAX
Elgin IL 60120 (847)931-5604
BILLING NAME(IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE ZIP E•IttANL
EQUIPMENT LOCATION(IF DIFFERENT FROM ABOVE)
151 Dourlas,455 Symphony Way, 100 Symphony Way, 2 Slade Ave, 1900 Holmes Rd, 550 Summitt, 650 Big Timber •
By prong•telephone number for a tamer prone or other wireless device,you am*wanly consenting to receiving mrnin rications(for NON-marketing or solicitation purposes)at that number,Inc!deg,but not ended to,
prenoormd or ahseaf sours message cob,text messages,end ass made by an automatic telephone therm system from Lessor end its satiates and pants. This Express Consent apple to each suds telephone number that
you provide to us newly In the Mee and permits such calls.These cabs and messages may incur boas'fees Nom your cellular provider.
.+teat c• "".. _ . ,`:'Tf° <. 1.--.-Y 'wr c _ .'tier ? - _ . _ -`...-Ti-
CUSTOMER•ONEGUARANTEE " '
.t..w,.......1..:'L r,S 4 z u .�- +n-:�C._ .�..,c.=idi.._+ fr t;. .GB._"E tbi_.d►..'j•..t,4_. .-..A .V.Z
The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's 0
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or "0w"""r'0'
www.kmbs.konicaminolta.us. CUSTOMER ONE GUARANTEE
TERMS AND;CONDITIONS iii ir,_A.., Gr .: 1t,l� ,,cwt s,tz t�>., H,SEL,, ,,fit iyo,,vdttlC , Fyn^semi t ... ,• .i, .tt{IS'CS'''''R--i-r, tar l
1.LEASE AGREEMENT:You agree to lease ham us the personal property dssafbed under'MAXERAODEUACCESSORES-and as modified by s pplemwks to Des Agreement from time to time signed by You
and us(tut property and any upgrades.rplecsmalla repairs and additions rented to as"quipmerr7 for business purposes only.To the extent the Equipment inhales lNagble property or associated
services sudt as periodic software licenses end prepaid database a dsaiption rights,such property Shell be refined to as the'Software'. You agree to all of the tames and conditions contained in this Agreement
and any Schedule.Mich together an a complete statement of our Agreement regarding the Bated equipment('Agreement')and supersedes all other wrdirma,eormanfcatio s,urderstarnosgs.agreements,any
purchase order and arty solicitation documents and related documents. This Agreement becomes valid upon execution by or for us.The Equipment is deemed accepted by you under this Agreement unless you
notify us within three(3)days of delivery that you do not accept the Equipment and specify the defect or malfunction.In that event.at our sole option,we or our designee MS replace the defective item of Equipment
or this Agreement will be canceled and we or our designee will repossess the Equipment You agree that,upon as request,you Wit sign and deliver to us,•delivery and acceptance certificate mnfinmirm your
acceptance of the Equipment leased to you.The'aiding Date"of this Agreement will be the twentieth(20th)day following installation.You agree to pays prorated amount of WOO of the monthly payment times the
number of days between the installation date and the Bating Date. This Agreement wig continue front the Being Data for the Tern shown and wit be extended automatically for successive one(1)month terms
unless you(a)send us written notice,between ninety(90)days and one hundred fifty(150)days before the end of any term,of your decision to return or purchase the Equipment or renew des Lease or(b)you do
not purchase or return the Equipment,as specified in your notice,within ten(10)days after the and of the tam. Leases with$1.00 purchase options wit not be renewed. The periodic renewal Delmont has been
set by mutual agreement and a not based on the cost of NO component of this lease.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,F THE ACTUAL
COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. It any provision of Bits Agreement is*idered unenforceable in any jurtsdidion,the ogler Provisions herein
Mal remain in full force end effect in that jurisdiction and all others. You sutherize us to insert or correct missing information on this lease inducing your proper legal none,serial numbers,other numbers
descnbim the Equipment and other omitted factual Inciters. You agree to provide updated annual andtor quarterly financial statements to us upon request.You authorize us or our agent to obtain credit reports and
make credit inquiries regarding you and your Mandel condition and to provide you information,hndutfing payment history,to our assignee or third parties having an economic interest in this Agreement or the
Equipment
2.RENT: Rent will be payable in installments,each in the amount of the Monthly Payment(or other periodic payment)shown plus arty applicable sales,use and property tax. awe pay any tax on your behalf,you
agree to reimburse us promptly along with a processing fee. Subsequent installments will be payable on the first day of each rental payment period shown beginning after the isst rental payment period or as
otherwise agreed. We will have the sight to apply all sums received from you to any amounts due and owed to us under the terms of this Agreement. Your obligation to make ell Monthly Payments(or other
periodic payment)hereunder Is absolute and unconditional and you cannot withhold or offset against any Monthly Payments(or other periodic payment)for any reason. You agree tat you will remit
payments to us in the Ions of company checks(or personal decks in the case of sole proprietorships),direct debit or wires only. You also agree cash and rash*Oneonta are not acceptable forms of payment for
this Agreement and that you will not remit such toms of payment to us.WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS
AGREEMENT OR UNDER A SCHEDULE RESULT IN AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW,THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO
AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE
LEGAL AMOUNT.
(Continued on back)
THIS IS A NONCANCELABLE 1 IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
-, - `f "•n x' �LESSOR ACCEPTANCE ;�.. • - ;i..� -y q ;,x• —r . ►r*tom
'40-V-T a. . •- .1-
Konica Minolta Premier Finance . . IF C. " VP (0 Y( /13
LESSOR AUTHORIZED SI ER 4 TITLE DATED
CUSTOMER AGGEPTANGE ' -- a,' . e ` ';;4- 1.t
. . , /f # / 7
City of Elgin x / /14 lac• 1 ...- November 6, 2013
FULL LEGAL NAIL OF CUSTOMER(as referenced above) AUTHORIZED S NER DATED
36-6005862 Sean R. Stegall City Manager ,
FEDERAL TAX 1.0.a PRINT NAME TITLE .
To teethe doenarnare kW the tunahm of henonsn we money lawdaim atlles.Federate.requires al Mandl institutions to obtain,very end record I tom,nbn that iderti,es gW+person Mio opens en eacetate.VOW Shit means is,when you
open se smut.we wet ash to yew nose.address end erne Wamhelion that wit Mow as to identity you:we may also ma to see ldenleykp doarner ts.
See nwne sloe ter additional ern and tonditloru.
KMPF0003-US 06110/13
3.OWNERSHIP OF EQUIPMENT:We ere the Lessor of the Equipment and have sole title(unless you have a 51.00 purchase option)to the Equipment(excluding software)_ You agree to keep the Equipment
free and dear of all liens and claims.
4.WARRANTY DISCLAIMER:WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS-IS".You acknowledge that none of Supplier or their representatives are our agents
and none of them are authorized to modify the terms of this Agreement. No representation or warranty o1 Supplier with respect to the Equipment wit bind us,no writ any breach thereof relieve you
of any of your obligations hereunder. You are aware of the name of the manufacturer or supplier of each kem of Equipment and you will contact the manufacturer or supplier for a description of your
warranty rights. You hereby acknowledge and confirm that you nave not received any tax,financial,accounting or legal advice from us,the manufacturer or Supplier of the Equipment. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
"FINANCE LEASE"AS DEFINED IN ARTICLE IA OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee Is a separate and Independent obligation o1
Supplier to you,that no assignee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to setoff,
withholding,reduction,counterclaim or defense for any reason whatsoever Including,without limitation,any claim you may have against Supplier with respect to the Customer One
Guarantee.
5.LOCATION OF EQUIPMENT:You will keep and use the Equipment only at your address shown above and you agree not to move t unless we agree to it. At the end of the Agreement's term,if
you do not purchase the Equipment,you will return the Equipment to a location we specify at your expense,in retail resaleable condition(normal wear and tear acceptable),full working order,and in
complete repair.
E.LOSS OR DAMAGE:You are responsible for the risk of loss or for any destruction of or damage to the Equipment. No such loss or damage relieves you from the payment obligations under this
Agreement. You agree to promptly notify us in writing of any loss or damage and you will then pay to us the present value of the total of all unpaid Monthly Payments(or other periodic payments
shown)tee the full Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,at discounted at four percent(4%)per year. Any proceeds of
insurance will be paid to us and credited,at our option,against any loss or damage. You authorize us to sign on your behalf and appoint us as your attorney in fact to execute in your name any
insurance drafts or checks issued due to loss or damage to the Equipment.
7.COLLATERAL PROTECTION AND INSURANCE: You are responsible for installing and keeping the Equipment in good working order.Except for ordinary wear and tear,you are responsible for
protecting the Equipment from damage and loss of any kind.It the Equipment is damaged or lost,you agree to continue to pay the amounts due and to become due hereunder without setoff or
defense.During the term of this Agreement,you agree that you will(1)insure the equipment against all loss or damage naming us as loss payee;(2)obtain liability and third party properly damage
insurance naming us as an additional insured;and(3)deliver satisfactory evidence of such coverage with carriers, policy forms and amounts acceptable to us.All policies must provide that we be
given thirty(30)days written notice of any material change or cancellation.If you do not provide evidence of acceptable insurance,we have the right,but no obligation,(a)to obtain insurance
covering our interest(and only our Interest)in the Equipment for the tease term,and renewals.My insurance we obtain will not insure you against third party or liability claims and may be cancelled
by us at any tire.In that event you will be required to pay us an additional amount each month for the insurance premium and an administrative fee.The cost may be more than the cost of obtaining
your own Insurance.You agree that we,or one of our affiliates,may make a profit in connection with the Insurance we obtain.You agree to cooperate with us.our insurer and our agent in the placement
of coverage and with Claims or,(b)we may waive the insurance requirement and doge you•monthly property damage surcharge in the amount of.0035 of the original equipment cost to cover our credit risk.
adminstrativa costs and other costs,as would be further described on a letter from us to you and on which we may make a profit If you later provide evidence that you have obtained acceptable Insurance.
we wit cancel the insurance we obtained or cease charging the surcharge.
8.INDEMNITY: We are not responsible for any loss or Injuries caused by the installation or use of the Equipment. You agree to hold us harmless and reimburse us for loss and to defend us
against any claim for losses or injury caused by the Equipment. We reserve the right to control the defense and to select or approve defense counsel. This Indemnity survives the
expiration or termination of this Agreement
9.TAXES AND FEES: You agree to pay when invoiced all taxes(including personal property tax,fines and penalties)and fees relating to this Agreement or the Equipment. You agree lo(a)
reimburse us for all personal property taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual property
taxes to be assessed. If you do not have a 51.00 purchase option,we will file ail personal property,use or other tax returns and you agree to pay us a processing fee for making such filings. You
agree to pay us up to 575.00 on the date the first payment is due as an origination fee. We reserve the right to charge a fee upon termination of this Agreement either by trade-up,buy-out or
default. Any fee charged under this Agreement may include a profit and Is subject to applicable taxes.
10.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT. We may sell,assign,or transfer this Agreement and/or
the Equipment without notice. You agree that It we sell,assign,or transfer this Agreement and/or the Equipment.the new Lessor will have the same rights and benefits that we have now and will
not have b perform any of our obligations. You agree that the rights of the new Lessor will not be subject to any Claims,defenses,or set offs that you may have against us whether or not you are
notified of such assignment.The cost of any Equipment,Software,services and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessors assignees
will independently verify any such costs. Lessee's assignees will be providing funding based on the payment you have negotiated with Supplier. You are responsible for detemtlning your
accounting treatment of the appropriate tax,legal,financial and accounting components of this Agreement
11.DEFAULT AND REMEDIES:(a)If you do not pay any lease payment or other sum due(b)if you break any of your promisee in the Agreement or any other Agreement with us or(e)8 you,or any
guarantor of your obligations become insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced against you,you wit be in default. It any part of a
payment is more than tree(3)days late,you agree to pay a late charge of ten percent(10%)of the payment which is late or if less,the maximum charge allowed by law. If you are ever in default,
we may do any one or NI of the following;(a)instruct Supplier to withhold service,parts and supplies and I or void the Customer One Guarantee;(b)temnkate or cancel this Agreement and require
that you pay,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the sun of:(i)all past due and current Monthly Payments(or other periodic payments)and
charges;(ii)the present value of aN remaining Monthly Payments(or other periodic payments)end charges,discounted at the rate of four percent(4%)per annum(or the lowest rate permitted by
law,whichever is higher);and phi)the present value(al the same discount rate as specified in clause(N)above)of the amount of any purchase option with respect to the Equipment or,If none is
specified,our anticipated value of the Equipment at the end of the term of this Agreement(or any renewal thereof);and(c)require you to return the Equipment to us to a location designated by us
(and with respect to any Software,(i)imrnediately terminate your right to use the Software Including the disabling(on-site or by remote communication)of any Software;(II)demand the immediate
return and obtain possession of the Software and re-license the Software at a public or private sale;and/or(iii)cause the Software supplier to terminate the Software license,support and other
services under the Software license).We may recover interest on any unpaid balance at the rate of four percent(4%)per annum but in no event more than the lawful maximum rate.We may also
use any of the remedies available to us under Article 2A of the Uniform Commercial Code as enacted in the State of Lessor or its Assignee or any other law. You agree to pay our reasonable costs
of collection and enforcement,Including but not limited to attomey's fees and actual court costs relating to any claim arising under this Agreement including,but not Iknited to,any legal action or
referral for collection. If we have to take possession of the Equipment.you agree to pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment will be credited
against what you owe us YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a later time.AM of our rights are cumulative.It is further agreed that
your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A(50B-522)of the UCC.
12.UCC FILINGS:You grant us a security interest in the Equipment if this Agreement is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar
instrument in order to show our interest in the Equipment.
13.CONSENT TO LAW,JURISDICTION,AND VENUE:This Agreement shall be deemed fully executed and performed in the state of Lessor or Its Assignee's principal place of business and shall
be governed by and construed in accordance with its taws. If the Lessor or its Assignee shall bring any judicial proceeding in relation to any matter arising under the Agreement the Customer
irrevocably agrees that any such matter may be adjudged or detem ened in any court or courts in the state of the Lessor or its Assignee's principal place of business,or in any court or courts in
Cuatomees state of residence,or in any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably submits
. generally and unconditionally to the jurisdiction of any such court so elected by Lessor hi relation to such matters. BOTH PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN US.
14.LESSEE GUARANTEE: You agree,upon our request,to submit the original of this Agreement and any Schedules to the Lessor via overnight courier the same day of the facsimile or other
electronic transmission of the signed Agreement and such schedules. Both parties agree that this Agreement and any schedules signed and submitted to us by facsimile or other electronic
transmission shall,upon execution by us(manually or electronically,as applicable),be binding upon the panties. You waive the right to challenge in count the authenticity of a faxed or other
electrontea1y,-trarsmitted signed copy of this Agreement and any schedule and agree that the faxed or other electronically-transmitted copy containing your faxed or other electronically-transmitted
signature and our manual or electronic signature shat be considered the sole original for all purposes,including without limitation,any enforcement action under paragraph 11.
15. COMPUTER SOFTWARE: Not withstanding any other terms and conditions of this Agreement,you agree that as to Software only:a)We have not had.do not have,nor will have any title to such
Software,b)You have executed or will execute a'seperate software!Odense Agreement and we we not a party to and have no responsbiluies whatsoever in regards to such license Agreement,c)You have
selected such Software and as per Agreement paragraph 4,WE MAKE NO WARRANTIES OF MERCHANTABILITY,DATA ACCURACY, SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE
ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE
CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS UNDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE
SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE.
KMPF0003-US 06/10/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier Lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013. Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
• The fifth (5th) sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth (81 sentence, subsection (a) is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this Lease,"
• The tenth(10`h)sentence which is all capitalized,is deleted.
6. LOCATION OF EQUIPMENT:
• The second (2n0)sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment, you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first (1`t)sentence is amended to read: "From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear, you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment, listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2n°) sentence, the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers "15"and "6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as, a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with "14. INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with "16. INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVERABILITY:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18.NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C. NON-APPROPRIATION:
• In Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty(30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section 5. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect. All handwritten, typed or"red-lined" additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta Premier Finance 1�-�.�,,��jj�� City of Elgin ,,,`/�
By: / c• /1-AAA By& Aiwa/11,
Se n R. Stegall
Title: 4 r o. V P Title:City Manager
Date: 11/6/13
/o%%///3
KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No. between Konica Minolta Premiere Finance, Lessor
And City of Elgin , Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that (1) it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes;and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,stale or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement;or
(c)contest the existence and powers of you;nor is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and will be used for essential government purposes and will to be essential for the
term of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1,200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrant(s)its governing body has
taken the necessary steps;including any legal bid requirements,under applicable law to arrange for acquisition of the Equipment;the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted and remains in full force and effect.
C. NON APPROPRIATION: In the event you are in default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non-appropriation did not result from any act or failure to act of you;
3. You have exhausted all funds legally available for all payment due under the Agreement;and
4. There is no other legal.procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your counsel verifying the same within ten(10)days thereafter;and(c)you do not directly or indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor,at your expense,Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments,if any;and/or sell,dispose of,hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this Mb day of November.2013.
LESSOR AGGEPT'ANCE '1' : r ‘'-1' 1
/0h e • Konica Minolta Premier Finance �' , ( j Ark.._ tie
DRfEo LESSOR SIGNATURE 1'RLS
CUSTOMER ACCEPTANCE `'
11/6/13 City of Elgin a � ,Q'�' . 4„ City Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862 ,
FEDERAL TAX I.D.N PRINT NAME
24884- 10/02/2008
[Type text]
Master Premier For office use only(Check one): ®Branch ❑Windsor ❑Windsor Commercial
APPLICATION NO. AGREEMENT NO SCHEDULE NO.
KONICA MINOLTA Lease Schedule
CUSTOMER BILL - TO INFORMATION n4,,llr,l,,
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG/ROOM/SUITE
S 0 Dexter Court 2^d Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER' FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A-denye_d @cityofelgin.org 36-6005862
By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INSTALLATION LOCATION /,.,i/ il/iii!I
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin 311
STREET ADDRESS/P.O.BOX BLDG/FLOOR/ROOM/SUITE
$iu Dexter Court 1st Floor North
CITY STATE ZIP CONTACT NAME
Elgin IL 60120 Jennifer Phillips
PHONE NUMBER FAX NUMBER
(847)931-5933 Phillips)@cityofelgin.org
MAKE/MODEL NO./ACCESSORIES SERIAL NO.
Bizhub 364e
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $97.19 Secure,Deposit $0
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE .
01/11/2017 Konica Minolta Premier Finance /�� 1 C• / " Aci/
lat' /1(40.\
DATED LESSOR SIGNATURE PRINT NAME
CUSTOMER ACCEPTANCE
01/11/2017 CITY OF ELGIN X /� " '� j Richard G. Kozal
DATED FULL LEGAL NAME SIGNATURE/TITLE Richard G. Koza PRINT NAME
24711 -01/11/2010 City Manager
For office use only(Check one): 0 Branch 0 Windsor ATTACHMENT A
Master Premier APPLICATION NUMBER AGREEMENT NUMBER t Iiill
I<ONICA MINOLTA Lease Agreement
This Master Premier Lease Agreement(-Agreement"is written in"Plain English". The words you and your,refer to the customer(and its guarantors). The words Lessor,we,us
and our,refer to Konica Minolta Premier Finance,a program of Konica Minolta Business Solutions U.S.A.,Inc.,Its subsidiaries and affiliates.(Supplier)
CUSTOMER JNFOJ?NIA'TJON ' =` : L " :. • - `� , = , r ; ..
FULL LEGAL NAME STREET ADDRESS
City of Elgin 150 Dexter Court
CiTY STATE ZIP PHONE' FAX
Elgin IL 60120 (847)931-5604
BILLING NAME(IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE ZIP E-MAIL
EOUiPMENT LOCATION OF DIFFERENT FROM ABOVE)
151 Dourlas,455 Symphony Way, 100 Symphony Way, 2 Slade Ave, 1900 Holmes Rd, 550 Summitt,650 Big Timber •
'By poridiq a Wephone number for a ceder plane or other wireless device,you ate expressly consenting to receiving corem*ations por NON.merketirg or zatduton proposes)at that number.Including,but not new to,
prerecorded or swim voice message cals.led messages,and calls made by an automatic telephone dialing system from Lessor and its relates and agents.This Egress Consent apples to ads Nadu tslephone number that
you provide to us now or in ae Mee and permits such cells.These cab and messages may I nas access tees from your cellular provider.
UUSTOMER ONE GUARANTEE
'_ L_,l y a>
-s...,u,.s .s-s•- _ >.ti.:...:... _ RanT;_ .....e:e_-�.IIw�.,...._.: <.. ,esL.'i gist.3a-..:.�4„e_ . ,.The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or
www.kmbs.konicaminolta.us. CUSTOMER ONE GUARANTEE
NDITIONS •
TERMS%AND;CO i i s« ysy a <; ;
1.LEASE AGREEMENT:You agree to lease from us the personal property described under"MAXEJIAODEUACCESSORIES'and as modified by supplements to this Agreement from time to time signed by you
and us(ant property and any upgrades.replacements,repairs and additions referred to as'Equednare7 for business purposes only.To the indent the Equipment includes intangible property or assodsted
services such as periodic software Scenes and prepaid database subscription rights,such property shell be referred b as the"Software". You agree to as of the tams and conditions careened in Ids Agreement
and any Schedule.le,which together ere a complete statement of our Agreement regarding tie astad equipment rAgreemem')and supersedes all otter writings,communications,understandings,agreements,any
purchase order and any solicitation documents and related documents. This Agreement becomes valid upon execution by or for us.The Equipment is deemed accepted by you under this Agreement unless you
notify us within three(3)days of delivery that you do not accept the Equipment and specify the defed or malfunction in the event,at our sole option,we or our designee all replan the detective Item of Equipment
or this Agreement will be canceled and we or our designee will repossess the Equipment.You agree that,upon dr request,you we sign and deliver to us,a delivery and acceptance mace*corn/mirg your
aaepunrs of the Equipment leased to you.The"Bating Date"of this Agreement will be the twentieth(20th)day following insulation.You agree to pay a prorated amount of 1/30 h of the monthly payment times the
camber of days between the instigation date and the Being Date. Tics Agreement will continue from the Being Data tot the Tenn shown and will be mended automatically for successive one(1)month terns
unless you(a)send us written notice,between ninety(110)days and one hundred fifty(150)days before the end of any tam,of your decision to return or purchase the Equipment or renew this Lease or(b)you do
not purdhae or return the Equipment,as specified in your noire,within ten(10)days Me the end of the term. Leases with$1.00 pudhae options wig not be renewed. The periodic renewal payment has been
set by MIAMI agreement and is not based on the rest of any component cede lease.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,F THE ACTUAL
COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. If any provision of this Agreement is*dared unenforceable in any jurisdiction.the other provisions herein
shall remain in hat force and effect in that jdisdidion and of others. You authorize us to Insert or correct missing ieormation on this base inducing your proper legal name,serial numbers,other numbers
describing the Equipment and other omitted bduel matters. You agree b provide updated anneal andfor quarterly financial statements to us upon request.You authorize us or our agent to obtain credit reports and
male Crete inquiries moaning you end your freest a condition and to provide you detonation,inducing payment history,to our assignee or third parties having an economic interest In this Agreement or the
Equlprtsrt
3.RENT:Rent MI be payable in installments,each in the amount of the Monthly Payment(or other periodic payment)shown plus any applicable saes,use and properly tax. If we pay any tax on you behalf,you
agree to reined**us promptly along with a processing fee. Ssdasegent installments will be payable on the first day of each rental payment period shown begirving after the ill rental payment period or as
otierwise agreed. We will have the right to apply as sums received from you to any amounts due and owed to us under the terms of this Agreement. Your obligation to make a Monthly Payments(or other
periodic payment)hereunder Is absolute and unconditional and you cannot withhold or offset against any Monthly Payments(or other periodic payment)for any reasons You agree tat you will remit
payments to us in the form of company checks(or personal checks in the wed sole proprietorships),direct debit or wires oily. You also agree cash and cash equivalents are not acceptable forms of payment for
Ka Agreement and that you will not remit such forms of payment to us.WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THiS
AGREEMENT OR UNDER A SCHEDULE RESULT IN AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW,THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO
AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU.IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE
LEGAL AMOUNT.
(Continued on beck)
THIS IS A NONCANCELABLE 1 IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
LESSOR ACCEP ANCE .>a e? t �&�':� :: ,
Konica Minolta Premier Finance t• A rELw r? to ( /,3
LESSOR AUTHORIZED S ER TITLE DATED
GU Sir OMER ACCEPTANCE• '4���• •Yk.� z;�-� :' - •
City of Elgin x / /s!��'�"`!�• • November 6, 2013
FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED S ER DATED
36-6005862 Sean R. Stegall City Manager
FEDERAL TAX I.D.a PRINT NAME TITLE
To retell...Goremmant fps ea fusing an tenons,end money sendeng suheles,Poland taw requires b Manche institutions to obtain,nerdy and mead idomaIion cut ieeNW=amt,person who open on account What this means b.Mien you
open a aooaad,we we ask tor your noen address and ether information Vui all lift,to to Merely you;we may also ask no see Idemfylp deueeiUs.
See reverse site ter addibnat inns and conditions.
KMPF0003—US 06/10/13
3.OWNERSHIP OF EQUIPMENT:We era the Lessor of the Equipment and have sole title(unless you have a$1.00 purchase option)to the Equipment(excluding software). You agree to keep the Equipment
tree and deer of at fans and clams.
4.WARRANTY DISCLAIMER:WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS-15".You acknowledge Oct none of Supplier or their representatives are our agents
and none of them are authorized to modify the terms of this Agreement. No representation or warranty of Supplier with reaped to the Equipment will bled us,nor will any breach thereof relieve you
of any of your obligations hereunder. You are aware of the name of the manufacturer or supplier of each Item of Equipment and you will contact the manufacturer or supplier for a description of your
warrarty rights. You hereby acknowledge and confirm that you have not received any tax,financial,accounting or legal advice from us,the manufacturer or Supplier of the Equipment. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
•FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee Is a separate and Independent obligation of
Supplier to you,that no assignee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to setoff,
withholding,reduction,counterclaim or defense for any reason whatsoever Including,without limitation,any claim you may have against Supplier with respect to the Customer One
Guarantee.
5.LOCATION OF EQUIPMENT:You will keep and use the Equipment only at your address shown above and you agree not to move it unless we agree to it. At the end of the Agreement's term,if
you do not purchase the Equipment,you wet return the Equipment toe location we specify at your expense,in retail reseleeble condition(normal wear and tear acceptable),MI working order,and in
complete repair.
6.LOSS OR DAMAGE:You are responsible for the risk of loss or for any destruction of or damage to the Equipment. No such loss or damage relieves you from the payment obligations under this
Agreement. You agree to promptly notify us in writing of any loss or damage and you will then pay to us the present value of the total of all unpaid Monthly Payments(or other periodic payments
shown)for Inc full Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,as discounted at four percent(4%)per year. Any proceeds of
insurance will be paid to us and credited,at our option,against any loss or damage. You authorize us to sign on your behalf and appoint us as your attorney in fact to execute in your name any
insurance drafts or decks issued due to loss or damage to the Equipment.
7.COLLATERAL PROTECTION AND INSURANCE: You are responsible for installing and keeping the Equipment in good working order.Except for ordinary wear and tear,you are responsible for
protecting the Equipment from damage and loss of any kind.Ii the Equipment is damaged or lost,you agree to continue to pay the amounts due and to become due hereunder without setofl or
defense.During the lean of this Agreement,you agree that you will(1)insure the equipment against all foss or damage naming us as loss payee;(2)obtain liability and third party property damage
insurance naming us as an additional insured;and(3)deliver satisfactory evidence of such coverage with carders, policy forms and amounts acceptable to us.At policies must provide that we be
given thirty(30)days written notice of any material change or cancellation.If you do not provide evidence of acceptable insurance,we have the right,but no obligation,(a)to obtain insurance
covering our interest(and only our Interest)in the Equipment for the lease term,and renewals.Arty insurance we Obtain will not insure you against third party or liabi Ity claims and may be cancelled
by us at any time.In that event you wig be requited to pay us an additional amount each month for the insurance premium and an administrative fee.The cost may be more than the cost of obtaining
your own insurance.You agree that we,or one of our affiliates,may make a profit in oamedion with the insurance we obtain.You agree to cooperate web us,our insurer and our agent in the placement
of coverage and with dams or,(b)we may waive the insurance requirement and charge you a monthly property damage surcharge in the amount of.0035 of the original equipment cost to cover our credit risk,
administrative costs and other costs,as would be further described one ceder from us to you and on which we may make a profit If you tiler provide evidence that you have obtained acceptable Insurance.
we will cancel the Insurance we obtained or cease charging the surcharge.
N.INDEMNITY: We are not responsible for any loss or Injuries caused by the installation or use of the Equipment. You agree to hold us harmless and reimburse us for loss and to defend us
against any claim for losses or injury caused by the Equipment. We reserve the right to control the defense and to select or approve defense counsel. This Indemnity survives the
expiration or termination of this Agreement
9.TAXES AND FEES: You agree to pay when Invoiced all taxes(including personal property tax,fires and penalties)and fees relating to this Agreement or the Equipment. You agree to(a)
reimburse us for all personal property taxes which we are required to pay es Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual properly
taxes to be assessed. If you do not have a$1.00 purchase option,we will fie all personal property,use or other tax returns and you agree to pay us a processing fee for making such flings. You
agree to pay us up to 57.5.00 on the date the fast payment is due as an origination fee. We reserve the right to charge a fee upon termination of this Agreement either by trade-up,buy-out or
default. My fee charged under this Agreement may include a profit and is subject to applicable taxes.
10.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT. We may sell,assign,or transfer this Agreement and/or
the Equipment without notice. You agree that II we sell,assign,or transfer this Agreement and/or the Equipment,the new Lessor will have the same rights and benefits that we have now and will
not have to perform any of our obligations. You agree that the rights of the new Lessor will not be subject to any claims,defenses,or set offs that you may have against us whether or not you are
notified of such assignment.The cost of any Equipment.Software,services and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessor's assignees
will independently verify any such costs. Lessee's assignees will be providing funding based on the payment you have negotiated with Supplier. You are responsible for detemnening your
accounting treatment of the appropriate tax,legal,financial and accounting components of this Agreement
11,DEFAULT AND REMEDIES:(a)O you do not pay any lease payment or other sum due(b)O you break any of you promises in the Agreement or any other Agreement with us or(c)if you,or any
guarantor of your obligations become insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced egakM you,you veil be in default. If any part of a
payment is more than three(3)days late,you agree to pay a late charge of ion percent(10%)of the payment which is late or if less,the maximum charge allowed by law. If you are ever in default.
we may do any one or all of the following;(a)Instruct Supplier to withhold service,parts and supplies and 1 or void the Customer One Guarantee;(b)terminate or cancel this Agreement and require
that you pay,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the sun of:(i)all past due and current Monthly Payments(or other periodic payments)and
charges;(Ii)the present value of all remaining Monthly Payments(or other periodic payments)end charges,discounted at the rate of four percent(4%)per annum(or the lowest rate permitted by
law,
rdlionmar is higher):and(iii)the present wake(al the same discount rate as specified in clause(l)above)of the amount of any purchase option with respect to the Equipment or,If none is
specified.our anticipated value of the Equipment at the end of the term of this Agreement(or any renewal thereof);and(c)require you to return the Equipment to us to a location designated by us
(and with respect to any Software,(i)inrnedIately terminate your right to use the Software including the disabling(on-site or by remote corrrnunl ation)d any Software;(ii)demand the immediate
return and obtain possession of the Software and re-license the Software at a pubic or private sale;and%or(iii)cause the Software supplier to terminate the Software(cense,support and other
services under the Software license).We may recover interest on any unpaid balance at the rate of four percent(4%)per annum but In no event more than the lawful maximum rate.We may also
use any of the remedies available to us under Mae 2A of the Uniform Commercial Code as enacted in the State of Lessor or its Assignee or any other taw. You agree to pay Our reasonable mcsts
d collection and enforcement,including but not limited to atomey's fees and actual coot costs relating to any claim arising under this Agreement including,but not limited to,any legal action or
referral for collection. If we have to take possession of the Equipment,you agree to pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment will be credited
against what you cove us YOU AGREE THAT WE WiLL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any delay or failure to*Mace our rights under this Agreement does not prevent us from enforcing any rights at a later time.AN of our rights are cumulative.It is further agreed that
your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A(505.522)of the UCC.
12.UCC FILINGS:You grant us a security interest in the Equipment If this Agreement is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar
instrument in order to show our interesi M the Equipment.
13.CONSENT TO LAW,JURISDICTION.AND VENUE:TMs Agreement shall be deemed fully executed and performed in the state of Lessor or is Assignee's principal pace of business and shall
be governed by and construed in accordance with its laws. K the Lessor or its Assignee shall bring any judicial proceeding in relation to any matter arising under the Agreement,the Customer
irrevocably agrees that any such matter may be adjudged or determined in any court or courts in the state of the Lessor or its Assignee's principal piece of business,or in any court or touts in
Customer's stele of residence,or In any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably submits
. generally and unconditionally to the jurisdiction of any such court so elected by Lessor in relation to such matters. BOTH PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN US.
14.LESSEE GUARANTEE: You agree,upon oar request,to submit the original of this Agreement and any Schedules to the Lessor via overnight courier the same day of the facsimile or other
elecronic transmission of the signed Agreement and such schedules. Both parties agree that this Agreement and any schedules signed and submitted to us by facsimile or Other electronic
trarhamisiiot shat,upon execution by us(manually or electronically,as applicable),be binding upon the panes. You waive the right to challenge in court the authenticity Of a faxed or other
ebdroNOaly;transn lled signed copy of this Agreement and any schedule and agree that the faxed or other electronically-transmitted copy contaiing your faxed or other electronically-transmitted
signature and our manual or electronic signature shall be considered the sole original for all purposes,Including without limitation,any enforcement action under paragraph 11.
15. COMPUTER SOFTWARE: Not withstanding any other terms.and conditions of this Agreement,you agree that as to Software only:a)We have not had,do not have,nor will have any title to such
Software,b)You lava executed or will execute a'separate software license Agreement and we ere not a party to and have no responsibisties whatsoever in regards to such license Agreement,c)You have
selected such Software and as per Agreement paragraph 4,WE MAKE NO WARRANTIES OF MERCHANTABILITY,DATA ACCURACY, SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE
ABSOLUTELY NO RESPONSIBLLITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION. OR OTHERWISE IN REGARDS TO SUCH SOFTWARE.
CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS,,UNDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE
SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY Of THE SOFTWARE.
,44
KMPF0003-US 06/10/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013. Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
,• The fifth (5th) sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth (8h) sentence, subsection (a)is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this Lease,"
• The tenth(10th)sentence which is all capitalized,is deleted.
6. LOCATION OF EQUIPMENT:
• The second (211d) sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment, you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first(1")sentence is amended to read: "From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear, you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment,listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2nd) sentence, the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers"15"and"6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as,a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with "14. INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with"16. INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVER/4131M:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18. NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C. NON-APPROPRIATION:
• In Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty (30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section 5. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect. All handwritten,typed or"red-lined"additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta Premier Finance � j City of Elgin
/tat-
By: "" �' �" By& . Aiwa
n /� Se n H. Stegall
Title: 4 ' i a V e Title:City Manager
Date: 11/6/13
/OA l /3 .
KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No. between Konica Minolta Premiere Finance,Lessor
And City of Elgin , Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that(1) it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes;and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,stale or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement;or
(c)contest the existence and powers of you;nor is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and MI be used for essential government purposes and will to be essential for the
term of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1,200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrant(s)its governing body has
taken the necessary steps;induding any legal bid requirements,under applicable law to arrange for acquisition of the Equipment;the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted end remains in full force and effect.
C. NON APPROPRIATION: In the event you are in default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non-appropriation did not result from any act or failure to act of you;
3. You have exhausted all funds legally available for all payment due under the Agreement;and
4. There is no other legal procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your Counsel verifying the same within ten(10)days thereafter;and(c)you do not directly or indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor,at your expense,Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments,if any;and/or sell,dispose of;hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this§1h_day of November.2013.
LESSOR AGGEPT'ANGE
/ot $/ • Konica Minolta Premier Finance c
O LESSOR SIGNATURE ITLE
•
GUSTOMER AGGEPTANC-E
11/6/13 City of Elgin ,/�>GY 4i City Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862 f6tW 3rtiAltik
FEDERAL TAX 1.O.N PRINT NAME
24884- 10/02/2008
[Type text]
Master Premier For office use only(Check one): ®Branch ❑Windsor ❑Windsor Commercial
APPLICATION NO. AGREEMENT NO. SCHEDULE NO.
KONICA MINOLTA Lease Schedule
CUSTOMER BILL - TO INFORMATION
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG/ROOM/SUITE
it Dexter Court 2^d Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER* FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A denye_d @cityofelgin.org 36-6005862
By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INSTALLATION LOCATION
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin Central Services
STREET ADDRESS/P.O.BOX BLDG/FLOOR I ROOM/SUITE
Dexter Court Basement South
CITY STATE ZIP CONTACT NAME
Elgin IL 60120 Sheila Breslich
PHONE NUMBER FAX NUMBER
(847) 931-5640 N/A-breslich_s @cityofelgin.org
MAKE/MODEL NO./ACCESSORIES SERIAL NO.
Bizhub C458
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $254.14 Secure'Deposit $0
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE
01/11/2017 Konica Minolta Premier Finance re 04 M;EINA.• (. ("4!4-S4•N
DATED LESSOR SIGNATURE PRINT NAME
CUSTOMER ACCEPTANCE �,.��
01/11/2017 CITY OF ELGIN X 4,0 Clok-
Richard G. Kozal
DATED FULL LEGAL NAME SIGNATURE/TITLE Kichard u. KOZ. , PRINT NAME
24711 -01/11/2010 City Manager
For office use only(Check one): O Branch 0 Windsor ATTACHMENT A
Master Premier APPLICATION NUMBER AGREEMENT NUMBER t I~111
Lease Agreement
•
KONICA MINOLTA g
This Master Premier Lease Agreement('Agreement")is written In"Plain English". The words you and your,refer to the customer(and Its guarantors). The words Lessor,we,us
and our,refer to Konica Minolta Premter Finance,a program of Konica Minolta Business Solutions U.S.A.,Inc.,Its subsidiaries and affiliates.(Supplier)
rr•�aw^^V�s7`"►•-r• .� i .'a..: - :<T `iy""j- ...' "s�' "%�')..tf{Y'-``t: r.
�GUSLT:QMER lNFORMAhTlON • .r t ..
FULL LEGAL NAME STREET ADDRESS
City of Elgin 150 Dexter Court
CRY STATE ZIP PHONE' FAX
Elgin IL. 60120 (847)931-5604
BILLING NAME OF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE ZIP E-MAIL
EOUIPMENT LOCATION OF DIFFERENT FROM ABOVEI
151 Dourlas,455 Symphony Way, 100 Symphony Way,2 Slade Ave, 1900 Holmes Rd, 550 Summitt,650 Big Timber •
M providing•telephone number fora oaBia Phone or dew winless device,you am amressy consenting to nairiiq communicator*Per NON.wrlreta,t or'medulla)poems)at that number.Including.but am Sneed to,
prerecorded or arWiioial voice message rob,tort messieurs,end Ws made by an automatic spphone distr.;system from Lessor and its deletes and'gents.This Express Consent applies to each such telephone number het
you provide to ts nee or In Ma Mae and pewits such calls.These des and massages may hoe amass sees been ymm oseiiar provider.
GVOMER1ONF_ GUARANTEE � C V , �_. . _ '
ST
t r•j'1�,.�{V_:4 s s. >.L.ti„.. r. 'S.R'.rU+ .f[s.t=i.4 •+�',� .t.- :cfL.<v`.55�_,Jas-L' '• -, .:i
The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's f®
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or 10NK"ii4t"
www.kmbs.konicaminolta.us. CUSTOMER ONE GUARANTEE
TERMS;AND:CONDITIONS" T c �-. ,
_. I',; �.. r F I� _'.i �. �5� H �, i..f.c;� h. `;1U !- '.p'� rc ;11 N1- -�rF...,r,! 1 4�
1.LEASE AGREEMENT:You agree to leas from us the personal property described under"MAXFJMODEUACCESSORES'and as root:Med by supplements to this easement from time to time dignad by you
and us larch properly and any upgrades.reptacements,repairs and additions referred to Is IcrApmenr)for business purposes orgy.To the extent the Equipment includes Wrp6M property or associated
services such as periodic software licenses and prepaid database sxaaaription nights,such property shall be reared to as the'Seftware'. You agree to all of the tens and conditions contained in this Agreement
and any Schedule,which together are s compete statement d our Agreement regarding the fisted equipment('Agreement')and supersedes all other writings,communications,understandings,agreements.any
purchase order and any soiiWion documents and related documents. This Agreement becomes valid upon execution by or for us.The Equipment is deemed accepted by you under this Agreement streets you
notify us within three(3)days d daiwry that you do not accept the Equipment and specify the defect or malfunction.In that event,at ow sole option,we or our designee mat replace to defective Nan of Equipment
or this Agreement will be canceled and we or our designee wit repossess the Equipment.You agree that upon our request you will sign and deliver to us,•delivery and acceptance certificate confirming your
acceptance of the Equipment leased to you.The'Sling Date"of this Agreement writ be the twentieth(20th)day following installation.You agree to pay a prorated amount of 1130th of the moat*payment lines the
number or drys between the installation dale and the Bitting Dale TM Agreement will continue from the Bang Data for the Temp shown and wee be extended aubrnaticaey to successive one(1)month terns
unless you(s)send us written notice,between ninety(SO)days and one hundred fifty(150)days before we end of any terns of your decision to stun or purchase the Equipment or renew this Lease or(b)you do
not purdiese or return the Equipment,as specified in your nice,within ten(10)days abler the end of the lean Leases with$1.00 prolese options will not be renewed. The periodic renewal payment has been
set by mutual premed and is not based on the cost deny component otitis lase.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,IF THE ACTUAL
COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. t any provision of this Agreement is declared unenforceable in any Jurisdiction,the other position herein
shat remain in ltd fora and enact in that)usieddion and all others. You sathorice us to Insert or cared missing information on this lease including your proper legal name,serial numbers,other numbers
desuibkg the Equipment and other omitted factual mattes. You agree to provide updated annual andla quarterly financial statements to us upon request.You authorize us or our agent to obtain credit reports and
make cede Inquiries regarding you and your fnerrde condition and to provide your informat ion,inducing peymenn history,to our assignee or third parties having an economic interest In this Agreement or the
Equipment.
I.RENT: Rem wit be payable in irstafenefts.each in the amount d the Monthly Payment(or other periodic payment)shown plus any applicable sales,use and property tax. If we pay any tax on your behalf,you
agree to reimburse us promptly along with•processing fee. Subsequent installments mid be payable on to first day of*ads rental payment period shown beginning after the first rental payment period or as
otherwise agreed. We will have the right to apply as sums received from you to any amounts due and owed to us under the terms of this Agreement. Your obligation to make let Monthly Payments(or other
periodic payment)hereunder Is absolute end unconditional and you cannot withhold or offset against any Monthly Payments(or other periodic payment)for any reason. You agree that you will remit
payments to us in the form of company dedrs(or personal checks in the ase of sole proprietorships),direct debit or wvet only. You also agree cash and cash equivalents are not ecceptabie forms of payment for
this Agreement and that you wilt not remit arh forms of psymrre to Its WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS
AGREEMENT DR UNDER A SCHEDULE RESULT IN AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW,THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO
AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU.IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE
LEGAL AMOUNT.
(Continued on beck)
THIS IS A NONCANCELABLE/IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
v-•r�,"-..,,,,.,.y" s °'f'v - :'� �- :1s`.'k.�.4 ♦.�"dh"i+`'._P..1f.!-.' .� :.`.f� '7rYT�' ���
LESS_OR�A'GGE�ANGE�'� ' tt��.�•� y�.r�: .?�:;e..,Aary% �.�_�.a-• ' y
Konica Minolta Premier Finance . • Art, t/' (O ( /�
LESSOR AUTHORIZED SI ER 4 l TITLE DATED
GUS'TOMER AGGEPTANGE ' r ": �;� qF� � i k �kk ~' ` .y ]f C I h` ;
City of Elgin x 011 , November 6, 2013
FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED S ER " DATED
36-6005862 Sean R. Stegall City Manager
FEDERAL TM I.D.t PRINT NAME TITLE
Ts nwipee doaamsa API the Nave et lerrenee area money Ise twine whiles.Federal law tegmns N Mandel Instikelo s to Wean,wale end retool I sonless Nan tdadAes esen Person who Wens an annum.west tee ohms is,eneo you
Wash p meat we Mo ale set your naafi.address and ashen ttwomulion Mot wt eeew sus to idetay you;sus may pro a4 to see ideretykp aoeehems.
See reverse site for additional tonne aid conditions.
KMPF0003—US 06/10113
3.OWNERSHIP OF EQUIPMENT:We ere the Lessor of the Equipment and have sole title(unless you have a 51.00 purchase option)to the Equipment(excluding software). You egree to keep the Equipment
tree and deer of am hens end daims.
4.WARRANTY DISCLAIMER:WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS fIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS4S".You acknowledge that none of Supplier or their represematives are our agents
and none of them are authorized to modify the terms of this Agreement. No representation or warranty of Supplier with reaped to the Equipment wit bind us.nor will arty breach thereof relieve you
of any of your obligations hereunder. You are aware of the name of the manufadurer or supplier of each kern of Equipment end you will contact the manufacturer or supplier for a desaiplion of your
warranty rights. You hereby acknowledge and confirm that you cave not received any tax,financial,amounting or legal advice from us,the manufacturer or Supplier of the Equipment. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee Is a separate end Independent obligation of
Supplier to you,that no assignee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to setoff,
withholding,reduction,counterclaim or defense for any reason whatsoever Including,without limitation,any calm you may have against Supplier with respect to the Customer One
Guarantee.
5.LOCATION OF EQUIPMENT:You will keep and use the Equipment only at your address shown above and you agree not to move it unless we agree to it. At the end of the Agreements term,If
you do not purchase the Equipment,you will return the Equipment to a location we specify at your expense,In retail resaleable condition(normal wear end tear acceptable),MI working order,end in
complete repair.
6.LOSS OR DAMAGE:You are responsible for the risk of loss or for any destruction of or damage to the Equipment. No such loss or damage relieves you from the payment obligations under this
Agreement, You agree to promptly notify us in writing of any loss or damage and you wilt then pay to us the present value of the total of all unpaid Monthly Payments(or other periodic payments
shown)for the full Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,at discounted at tour percent(4%)per year. Any proceeds of
insurance will be paid to us and credited.at our option,against any loss or damage. You authorize us to sign on your behalf and appoint us as your attorney in fact to execute in your name any
insurance drafts or checks issued due to loss or damp to the Equipment.
7.COLLATERAL PROTECTION AND INSURANCE: You are responsible for instating and keeping the Equipment in good working order.Except for ordinary wear and tear,you are responsible for
protecting the Equipment from damage and loss of any kid.If the Equipment Is damaged or lost,you agree to continue to pay the amounts due and to become due hereunder without setoff or
defense.During the term of this Agreement,you agree that you will(1)insure the equipment against all loss or damage naming us as loss payee;(2)obtain liability and third party properly damage
insurance naming us as an additional insured;and(9)deliver satisfactory evidence of such coverage with carriers, policy forms and amounts acceptable to us.Ail policies must provide that we be
given thirty(30)days written notice of any material change or cancellation.N you do not provide evidence of acceptable insurance,we have the right,but no obligation,(a)to obtain insurance
covering our Interest(and only our interest)In the Equipment for the lease term,and renewals.My insurance we obtain will not insure you against third party or tiabnny claims end may be cancelled
by us at any time.In that event you wig be required to pay us an additional amount each month for the insurance premium and an administrative fee.The cost may be more than the cost of obtaining
your own Insurance.You agree that we.or one of our affiliates,may make a profit in connection with the Insurance we obtain.You agree to cooperate wen us.our insurer and our agent in the placement
of coverage and with calms or,(b)we may waive the insurance requirement and charge you•monthly property damage surcharge in the ornate of.0035 of he origins!equipment cost to cover our credit risk,
administrative costs andante costs,as would be further described on a letter front us to you and on which we may make a profit.H you later provide evidence that you have obtained acceptable insurance,
we will cancel the ksurence we obtained or cease charging the surcharge.
B.INDEMNITY: We are not responsible for any loss or Injuries caused by the installation or use of the Equipment. You agree to hold us harmless and reimburse us for loss and to defend us
against any claim for losses or injury caused by the Equipment. We reserve the right to control the defense and to select or approve defense counsel. This Indemnity survives the
expiration or termination of this Agreement
e.TAXES AND FEES: You agree to pay when invoiced all taxes(including personal properly tax,fines and penalties)and fees relating to this Agreement or the Equipment You agree to(a)
reimburse us tor atl personal property taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual properly
woes to be assessed. If you do not have a 51.00 purchase option,we will lie at personal property,use or other tax returns and you agree to pay us a processing fee for making such filings. You
agree to pay us up to 575.00 on the date the fast payment is due as an origination fee. We reserve the right to charge a fee upon termination of this Agreement either by trade-up,buy.oul or
default.Any fee charged under this Agreement may include a profit and is subject to applicable taxes.
10.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT. We may sell,assign,or transfer this Agreement and/or
the Equipment without notice. You agree that N we sell,assign,or transfer this Agreement and/or Me Equipment.the new Lessor will have the same rights and benefits that we have now and will
not have to perform any of our obligations. You agree that the rights of the new Lessor eel not be subjed to any cakes,defenses,or set offs that you may have against us whether or not you are
notified of such assignment.The cost of any Equipment,Soften,services and otter elements of this Aareenteft has been nagdiaed between you and the Supplier. None of Lessors assignees
will independently verify any such costs. Lessee's assignees will be prodding funding based on the payment you have negotiated with Supplier. You are responsible for determining your
amounting treatment of the appropriate tax,legal,financial and accounting components of this Agreement
11.DEFAULT AND REMEDIES:(a)N you do not pay any lease payment or other sum due(b)if you break any of your promises in the Agreement or any other Agreement with us or(ON you,or any
guarantor of your obligations become insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced against you,you will be in defeat. If any pan of a
payment is more than three(3)days late,you agree to pay a late charge of ten percent(10%)of the payment which is late or if less,the maximum charge allowed by law. if you are ever in default.
we may do any one or all of the following;(a)instruct Supplier to withhold service,parts and supplies and I or void the Customer One Guarantee;(b)terminate Of cancel this Agreement and require
that you pay,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AM)NOT AS A PENALTY,the sum of:(i)ail past due and current Monthly Payments for other periodic payments)and
Barges;(i)the present value of all remaining Monthly Payments(or other periodic payments)end charges,discounted at the rate of four percent(4%)per annum(or the lowest rate permitted by
law,whichever is higher);and(iii)the present value(al the same discount rate as specified In clause(5)above)of the amount of any purchase option with respect to the Equipment or,if note is
specified.our anticipated value of the Equipment at the and of the term of this Agreement(or any renewal thereof);and(c)require you to return the Equipment to us to a location designated by us
(and with respect to any Software,(I)imrnediately terminate your right to use the Software Including the disabling(on-site or by remote communication)of any Software;(II)demand the immediate
return and obtain possession of the Software and re-license the Software at a pubic or private sale;and/or(ii)cause the Software supplier to terminate the Software San se,support and other
services under the Software license).We may recover interest on any unpaid balance at the rate of four percent(4%)per annum but In no event more than the lawful maximum rate.We may also
use any of the remedies available to us under Article 2A of the Uniform Commercial Code as enacted in the State of Lessor or Its Assignee or any other law. You agree to pay our reasonable costs
of collection and enforcement,including but not limited to atomey%fees and actual court costs relating to any dais arising under this Agreement including,but not limbed to,any legal action or
referral for c llection, If we have to take possession of the Equipment.you agree to pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment Will be created
against what you owe us YOU AGREE THAT WE WiLL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a later time.AN of our rights are cumulative.It is further agreed that
your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A(508-522)of the UCC.
12.UCC FILINGS:You grant us a security interest in the Equipment if this Agreement Is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar
instrument In order to show our interest in the Equipment.
13.CONSENT TO LAW,JURISDICTION,AND VENUE:This Agreement shall be deemed fully executed and performed in the state of Lessor or is Assignee's principal place of business and shall
be governed by and construed in accordance with its laws. If the Lessor or its Assignee shalt bring any judicial proceeding in relation to any matter arising under the Agreement.the Customer
irrevocably agrees that any such matter may be adjudged or determined in any cast or courts In the state of the Lessor or is Assignee's principal place of business,or in any court or coats in
Customer's state of residence,or in any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably submits
. generally and unconditionally to the jurisdiction of any such court so elected by Lessor In relation to such matters. BOTH PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN US.
14.LESSEE GUARANTEE: You agree,upon our request,to submit the original of this Agreement and any Schedules to the Lessor via overnight courier the same day of the facsimile or other
electronic transmission of the signed Agreement and such schedules. Both parties agree that this Agreement and any schedules signed and submitted to us by facsimile or other electronic
transmisSion shall,upon execution by us(ma wally or electronically,as applicable),be binding upon the polies. You waive the right to challenge in court the aulhen idty of a taxed or other
ebdrateayr;trarsmilled signed copy of this Agreement and any schedule and agree that the faxed or other eledrorlcaty-transmitted copy containing your faxed or other electronically-transmitted
signalise and our manual or electronic signature shall be considered the sole original for all purposes,Including without limitation,any enforcement action under paragraph 11.
16. COMPUTER SOFTWARE: Not withstanding any otter terms.and conditions of this Agreement,you agree tat as to Software only:a)We have net had,do not lave,nor wilt have any He to such
Software,b)You lave executed or will execute a separate software license Agreement and we are not a party to and have no respon siirdiss whatsoever in regards to such license Agreement,c)You have
selected such Software and as per Agreement paragraph 4,WE MAKE NO WARRANTIES OF MERCHANTABILITY,DATA ACCURACY,SYSTEM INTEGRATION OR FiTNESS FOR USE AND TAKE
ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE.
CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS$NDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE
SAiD SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE.
•
KMPF0003-US 06/10/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier Lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013. Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
• The fifth (5th) sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth (8`h) sentence, subsection (a) is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this Lease,"
• The tenth(10`h)sentence which is all capitalized,is deleted.
6. LOCATION OF EQUIPMENT:
• The second (2^d) sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment, you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first (111)sentence is amended to read: "From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear, you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment,listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2n°) sentence, the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers"15"and"6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as, a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with "14. INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with "16. INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVERABILITY:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18.NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C. NON-APPROPRIATION:
• In Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty(30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section 5. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect.All handwritten,typed or"red-lined"additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta Premier Finance City City of Elgin /f
By: i� L '� C, By& _Aiwi /11,
Se n K. Stegall
Title: Art V P Title:City Manager
Date: 11/6/13
/OA li3 .
KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No. between Konica Minolta Premiere Finance, Lessor
And City of Elgin , Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that (1) it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes;and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,stale or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement;or
(c)contest the existence and powers of you;nor is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and will be used for essential government purposes and will to be essential for the
term of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrant(s)its governing body has
taken the necessary steps;including any legal bid requirements,under applicable law to arrange for acquisition of the Equipment:the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted and remains in full force and effect.
C. NON APPROPRIATION: In the event you are In default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non-appropriation did not result from any act or failure to act of you;
3. You have exhausted all funds legally available for all payment due under the Agreement;and
4. There is no other legal procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your counsel verifying the same within ten(10)days thereafter;and(c)you do not directly or Indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor,at your expense,Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments,if any;and/or sell,dispose of;hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this§jh_day of November.2013.
LESSOR AC-CEPT'ANCE • 1
IfI/ a • Konica Minolta Premier Finance C (�
n
DRfED� LESSOR SIGNATURE r•411._
CUSTOMER ACC-EPPANOE
11/6113 City of Elgin i x 114Ve2. 4%"! `J City Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862 . 5X4iti/t•
FEDERAL TAX I.D.N PRINT NAME
24884- 10/02/2008
[Type text]
Adak For office use only(Check one): ®Branch ❑Windsor ❑Windsor Commercial
APPLICATION NO. AGREEMENT NO. SCHEDULE NO.
Master Premier
KONICA MINOLTA Lease Schedule
CUSTOMER BILL - TO INFORMATION(Sc pen ulr±chc c Ines/h('complca d for c•crclr billing location.)
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG I ROOM/SUITE
150 Dexter Court 2nd Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER* FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A denye_d @cityofelgin.org 36-6005862
By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INSTALLATION LOCATION/Soparu/c schcdidc,nits/he complc•Ii'd h,r each bilk,,.loccnion./
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin Finance
STREET ADDRESS/P.O.BOX BLDG/FLOOR/ROOM/SUITE
150 Dexter Court 1St Floor South
CITY STATE ZIP CONTACT NAME
Elgin IL 60120 Mary Maskel-Szymonik
PHONE NUMBER FAX NUMBER
(847)931-5625 N/A maskel-szymonik_m@cityofelgin.org
MAKE/MODEL NO./ACCESSORIES SERIAL NO.
Bizhub 554E
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $139.53 Security Deposit$
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE
01/11/2017 Konica Minolta Premier Finance //41 ;44-01 (7• f't' 4 filo-MS0,1
DATED LESSOR SIGNATURE PRINT NAME
CUSTOMER ACCEPTANCE
01/11/2017 CITY OF ELGIN X i /OF
Zichard G. Kozel
DATED FULL LEGAL NAME SIGNATURE/TITLE R LC hard ( . • o zal, PRINT NAME
24711 -01/11/2010 City Manager
For office use only(Check one): 0 Branch 0 Windsor ATTACHMENT A
Master Premier APPLICATION NUMBER AGREEMENT NUMBER IIHI11
KONICA MINOLTA Lease Agreement
This Master Premier Lease Agreement('Agreement)is written In"Plain English". The words you and your,refer to the customer(and Its guarantors). The words Lessor,we,us
and our,refer to Konica Minolta Premier Finance,a program of Konica Minolta Business Solutions U.S.A.,Inc.,its subsidiaries and affiliates.(Supplier)
CUSTOMER/NFORlYIATIoN, = '` `'' ` '` ,' ?z '�= .t . ' . •'� 1's " ._•
FULL LEGAL NAME STREET ADDRESS
City of Elgin 150 Dexter Court
CRY STATE ZIP PHONE' FAX
Elgin IL 60120 (847)931-5604
BILLING NAME(IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE ZIP EMAIL
EQUIPMENT LOCATION(IF DIFFERENT FROM ABOVE)
151 Dourlas,455 Symphony Way, 100 Symphony Way, 2 Slade Ave, 1900 Holmes Rd, 550 Summitt, 650 Big Timber •
'ay madame•telephone number for•diluter prone or gem wireless device,you are expressly consenting to meshing comminutions for NON-mrkstng or soedition puposas)at that number.Inducing.NA net fries m.
prerecorder or anti ial vase message Ws.Si rn messages.and cal.made by an automatic earphone dieing system from Lessor oldie masts'and agents. This Express Consent applies Si tea+such telephone number amt
you provide to us never In the Mae and mends such cals.These rah and messages may incur access Nos pap your wirer provider.
CUS7.OMF_R ONF_ GUARANTEE J :,, .£
♦+t,err ..'l.- -S,. �t:ti.: - .trend, _ ._ ,4.=iII - . _...t_.._..:LSt...:i15)_,.L- }.„r_... .. _. .... ..0
The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or
■ ww.kmbs.konicaminolta.us. CUSTOMER ONE GUARANTEE
TERMS?AND;CONDITIONS r ' -"� "` •
� 'rl_ ..._.:�� �.'i•.��� S ._._��.:}.-'I ^,10.1 it tSi rF" � h
1.LEASE AGREEMENT:You agree to Hoe from us the personal property described under"MAIEjMODEUACCESSORIES"and as madded by supplements to this ApreenNM from time to the signed by you
end us(such property and any upgrades.replsarnpNS,repairs end addtiors referred lo a'Equipmwit7 for business purposes onty.To err extent the Equpmeni induda Watpbie Meal)*or aeocidtSd
services eudn as periodic software licenses and prepaid database subsaipion tights,such property shell be referred to as the"Software'. You agree to slid the tams end conditions contained in this Agreement
end any Schedule,which together we a compete statement of our Agreement regarding the Wad equipment(*Agreement")and supersedes all other takings,communications,uderalat dirps,agreements,any
pitches*order and any sok:nation documents and retried documents. This Agreement becomes valid upon execution by or for us.The Equipment Is dawned accepted by you under this Agreement unless you
notify is within three(3)days of delivery that you do not accept the Equipment and specify the defect or malfunction.In the event at our sore option,we or car desiree will replace the defective Item of Equipment
or this Agreement will be canoeled and we a our deigns*will repossess the Equipment You agree eat,upon our request,you wit sign and deliver to us,a delivery and acceptance c locate torturing your
acceptance of the Equipment leased to you.The"Bing Date"of this Agreement MI be sew twentieth(20th)day following installation.You agree so pay a prorated amount of 1/30th of to moistly payment times the
ember of days between the installation date end the Bifg Dale This Agreement evil continue front the Biting Date for are Term shown and MI be extended automatically for successive one(1)month temps
unless you(a)sand us written notice,between ninety(90)days and one hundred ley(150)days before to end of any term,of your decision to return or purchase the Equipment or renew Sts Lease or(b)you do
not purchase or return the Equpment,as specified in you name,widths Ian(10)days alter the and of the lam. Leases with$1.00 purchase options will not be renewed. The periodic renewal payment has been
set by mutual agreemwrn and Is not based on to cost of any component of this lase.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,F THE ACTUAL
COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. If any provision of this Agreement is declared unenforceable in any kmisdictlon,the other Provisions herein
shall remain in fun force and effect in that jurisdiction and all antlers. You authorise us to Isere or correct missing information on this lease Indu&rg your proper legal fl mm.serial ruantwrs,over numbers
describing the Equipment and other omitted factual matters. You agree to provide updated annual andla qualedy Mandel StaenwMS 10 us upon request.You authorize us a au agent a obtain credit repots end
Equipment.
ro addg you end your financial coraltion and to provide your information,Inducing payment hippy,to our assignee or did parties having an economic interest in this Agreement or the
2.RENT: Rant evil be payable in installments,each in the amount of the Monthly Payment(or other periodic payment)shown plus any applicable sales.use and properly tart if we pay any lax on your behan,you
agree to reimburse us prampdy Nog with a processing fee. Subsequent installments is will be payable on the first day of each rental payment period shown beginning alter the ern rental payment period or as
otMrwise agreed. We wilt have the right to apply all sums received from you to any amounts due and owed to us under the terms of this Agreement. Your obligation to make all Monthly Payments ON other
periodic payment)hereunder Is absolute and unconditional and you cannot withhold or offset against any Monthly Payments(or other periodic payment)for any reason. You agree Thal you all remit
payments to us in the ken of company checks for personal decks in the cue of sole proprietorships),direct debit or wires only. You also agree cash and cash equivalents are not acceptable forms of payment for
the Agreement and that you wilt not remit such tams of payment to us.WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS
AGREEMENT OR UNDER A SCHEDULE RESULT IN AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW,THEN ANY EXCESS INTEREST COLLECTED MALL BE APPLIED TO
AMOUNTS THAT ARE LAWFULLY OUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU.IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE
LEGAL AMOUNT.
(Continued on back)
THIS IS A NONCANCELABLE!IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
LESSOR AatFE t CE t 's . ¢ a t .:
Konica Minolta Premier Finance . /O 3( /
LESSOR AUTHORIZED SI ER 4 TITLE +1 DATED
GUS'TOMER AeGEPTANGE ;4' t 1 gym =
City of Elgin x li/HQ .' November 6, 2013
FULL LEGAL NAME OF CUSTOMER(as referenced above) A •-IZED S • ER DATED
36-6005862 Sean R. Stegall City Manager
FEDERAL TAX 1.0.1 PRINT NAME TITLE
To
eed.lo loosue,ere as Wei nor 6,4106 et ulmnae and money lesn0ai p Whiles.Foams'lice moody as Modal institutions to obtain,watt and neat tntomatbn cut idmt7ies arch person who opam an account.what sett Means is,Mon you tha your now address and ether inmetton mu ea seer m to identity you:we may also esk to see Nen{tyle dodmems.
See reverse side for additional pans out conditions.
KMPF0003-US 06!10113
3.OWNERSHIP OF EQUIPMENT:We am the Lessor of the Equipment and have sole title(unless you have a 31.00 purchase option)to the Equipment(exdudrp software). You agree to keep the Equipment
tree and dear of all tens and Maims.
4.WARRANTY DISCLAIMER:WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS4S".You acknowledge that none of Supplier or their representatives are our agents
and none of them are authorized to modify the terms of this Agreement. No representation or warranty of Supplier with respect to the Equipment wit bind us,nor will any beach thereof relieve you
of any of your obligations hereunder. You are aware of the name of the manufacturer or supplier of eadr item of Equipment and you will contact the manufacturer or supplier bra description of your
warranty rights. You hereby acknowledge and confirm that you have not received any tax,financial,accounting or legal advice from us,the manufacturer or Supplier of the Eqt pmentt. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee Is a separate and Independent obligation of
Supplier to you,that no assignee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to setoff,
withholding,reduction,counterclaim or defense for any reason whatsoever Including,without limitation,any calm you may have against Supplier with respect to the Customer One
Guarantee.
5.LOCATION OF EQUIPMENT:You will keep and use the Equipment only at your address shown above and you agree not to move it unless we agree to if. At the and of the Agreement's term,If
you do not purchase the Equipment,you will return the Equipment to a location we specify at your expense,In retail resaleable condition(normal wear and tear acceptable),full working order,and in
complete repair.
6.LOSS OR DAMAGE:You are responsible for the risk of loss or for any destruction of or damage to the Equipment. No such loss or damage relieves you from the payment obligations under this
Agreement. You agree to promptly notify us in writing of any loss or damage and you will then pay to us the present value of the total of all unpaid Monthly Payments(or other periodic payments
shown)for the tun Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,all discounted at four percent(4%)per year. Any proceeds of
insurance will be paid to us and credited,at our option,against any loss or damage. You authorize us to sign on your behalf and appoint us as your attorney in fed to execute in your name any
insurance drafts or checks issued due to loss or damage to the Equipment.
7.COLLATERAL PROTECTION AND INSURANCE: You are responsible for installing and keeping the Equipment in good working order.Except for ordinary wear and tear,you are responsible for
protecting the Equipment from damage and loss of any kind.If the Equipment is damaged or lost,you agree to continue to pay the amounts due and to become due hereunder without setof or
defense.During the term of this Agreement,you agree that you will(1)insure the equipment against all loss or damage naming us as loss payee;(2)obtain liability and third party property dam age
insurance naming us as an additional insured;and(3)deliver satisfactory evidence of such coverage with carriers, policy forms and amounts acceptable to us.All policies must provide that we be
given thirty(30)days written notice of any material change or cancellation.If you do not provide evidence of acceptable insurance,we have the right.but no obligation.(a)to obtain insurance
covering our interest(and only our interest)In the Equipment for the lease term,and renewals.Any insurance we obtain will not insure you against third party or liability claims and may be cancelled
by us at any time.In that event you will be required to pay us an additional amount each month for the insurance premium and an administrative fee.The Cost may be more than the cost of obtaining
your own insurance.You agree that we,or one of our affiliates,may make a profit in connection with the insurance we obtain.You agree to cooperate wet us,our insurer and our agent in the placement
of coverage end with calms or,(b)we may waive the Insurance requirement and charge you a monthly property damage surcharge in the amount of.0035 of the origins(equipment cost to cover our credt risk,
administrative costs and other costs,as would be further described on a letter from us to you and on which we may ranks a prom.If you later provide evidence that you have obtained acceptable insurance,
we will cancel the insurance we obtained or cease charging the surcharge.
ti.INDEMNITY: We are not responsible for any loss or injuries caused by the installation or use of the Equipment. You agree to hold us harmless end reimburse us for loss and to defend us
against any claim for losses or injury caused by the Equipment. We mama the right to control the defense and to select or approve defense counsel. This Indemnity suMves the
expiration or terminatton of this Agreement
e,TAXES AND FEES: You agree to pay when Invoiced all taxes(including personal property tax,foes and penalties)and fees relating to this Agreement or the Equipment You agree to(a)
reimburse us for all personal property taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual property
axes to be assessed. If you do not have•51.00 purchase option,we w ll fie ant personal properly,use or other tax returns and you agree to pay us a processing fee for making such flange. You
agree to pay us up to$75.00 on the date the fret payment is due as an origination fee. We reserve the right to charge a fee upon termination of this Agreement either by trade-up,buy-out or
default.Any fee charged under this Agreement may include a profit and is subject to applicable taxes.
10.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT. We may set•assign,or transfer this Agreement and/or
the Equipment without notice. You agree that K we sell,assign,or transfer this Agreement and/or the Equipment.the new Lessor will have the same rights and benefits that we have now and will
not have to perform any of our obligations. You agree that the rigida of the new Lessor will not be subjed to any claims,defenses,or set offs that you may have against us whether or not you are
ratified of such assignment.The cost of any Equipment,Software,services and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessors assignees
wit independently verify any such costs. Lessee's assignees will be providing funding based on the payment you have negotiated with Supplier. You are responsible for determining your
accounting treatment of the appropriate tax,legal,financial and accounting components of this Agreement
11.DEFAULT AND REMEDIES:(a)If you do not pay any lease payment or other sum due(b)if you break any of your promises in the Agreement or any other Agreement with us or(C)M you,or any
guarantor of your obligations become Insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced against you,you will be In default. If any part of a
payment is more than tree(3)days late,you agree to pay a tine charge of ten percent(10%)of the payment which is late or if less,the maximum charge allowed by law. If you are ever in default.
we may do any one or all of the following;(a)instruct Supplier to withhold service,parts and supplies and I or void the Customer One Guarantee;(b)terminate or caned this Agreement and require
that you pay,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the sum of:(t)at past due and current Monthly Payments for other periodic payments)and
charges;(ii)the present value of se remaining Monthly Payments(or other periodic payments)and charges,discounted at the rate of tour percent(4%)per annum(or the lowest rate per iced by
law,whichever is higher):and(iii)the present value(at the same discount rate as specified in clause(N)above)of the amount of any purchase option with respect to the Equipment or,If none is
specified.our anticipated value of the Equipment at the end of the term of this Agreement(or any renewal thereof);and(c)require you to return the,Equipment to us to a location designated by us
(and with respect to any Software,(I)immediately terminate your right to use the Software Including the disabling(on-sib or by remote communication)of any Software;(it)demand the immediate
return and obtain possession of the Software and re-license the Software at a public or private sale;and%or(iii)cause the Software supplier to terminate the Software bcenne,support and other
services under the Software license).We may recover interest on any unpaid balance at the rate of four percent(4%)per annum but in no event more than the lawful maximum rate.We may also
use any of the remedies available to us under Article 2A of the Undo=Commercial Code as enacted in the State of Lessor or its Assignee or any other law. You agree to pay our reasonable costs
of collection and enforcement,Including but not limited to atomeys tees and actual count costs relating to any claim*rising under this Agreement including,but not limited to,any legal action or
referral for collection. If we have to take possession of the Equipment,you agree to pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment will be created
against what you owe us YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a later time.At of our rights are cumutative.It is further agreed that
your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A(505-522)of the UCC.
12.UCC FILINGS:You grant us a security interest in the Equipment if this Agreement is deemed a secured transaction end you authorize us to record a UCC-1 financing statement or similar
instrument in order to show our interest in the Equipment.
13.CONSENT TO LAW JURISDICTION,AND VENUE:This Agreement shaft be deemed fully executed and performed in the state of Lessor or Its Assignee's principal place of business and shall
be governed by and oonstrued in accordance with its laws. If the Lessor or Its Assignee shall bring any judicial proceeding in relation to any matter arising under the Agreement,the Customer
irrevocably agrees that any such matter may be adjudged or determined in any coat or courts in the state of the Lessor or its Assignee's principal place of business,or in any court or courts in
Customer's state of residence,or in any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election Nth*Lessor. The Customer hereby irrevocably submits
. generally and unconditionally to the jurisdiction of any such court so elected by Lessor In relation to such matters. BOTH PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN US.
14.LESSEE GUARANTEE: You agree,upon our request,to submit the original of this Agreement and any Schedules to the Lessor via overnight courier the same day of the facsimile or other
electronic transmission of the signed Agreement and such schedules. Both parties,agree that this Agreement and any schedules signed and submitted to us by fecsimte or other electronic
transmaiion sham,upon execution by us(manually or electronically,as applicable),be binding upon the Parties. You waive the right to challenge in court the authenticity of a faxed or other
eledronigfttrarsntped signed copy of this Agreement and any schedule and agree that the faxed or other electronically-transmitted copy containing your faxed or other electronically-transmitted
signatire and our manual or electronic signature shat be considered the sole original for all purposes,Including without limitation,any enforcement action under paragraph 11.
15. COMPUTER SOFTWARE: Not withstanding any other terms.and conditions of this Agreement,you agree let as to Software only:a)We have not had,do not have,nor will have any title to such
Software,b)You have executed or wit execute a sepeMe software license Agreement and we are not a party to and have no rssponsbiNies whatsoever in regards to such license Agreement,c)You have
selected such Solvers and as per Agreement paragraph 4,WE MAKE NO WARRANTIES OF MERCHANTABILITY,DATA ACCURACY, SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE
ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE. SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE.
CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS(1NDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE
SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE.
e41s
KMPF0003-US 06/10/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier Lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013.Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
• The fifth (5th) sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth(8h) sentence, subsection (a) is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this Lease,"
• The tenth(10th)sentence which is all capitalized, is deleted.
6. LOCATION OF EQUIPMENT:
• The second (2"d) sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment,you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first(1")sentence is amended to read:"From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear,you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment,listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2n0) sentence, the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers"15"and"6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as,a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with "14. INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with"16.INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVERABILITY:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18. NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C.NON-APPROPRIATION:
• In Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty(30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section S. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect.All handwritten,typed or"red-lined"additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta Premier Finance City of Elgin
By: �� ""'-" Cr ��/ gym „a&xel,
Se n K. 5tegali
Title: Are D., ire Title:City Manager
Date: 11/6/13
/of3/�/3
KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No. between Konica Minolta Premiere Finance,Lessor
And City of Elgin , Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that (1) it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes;and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,state or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement;or
(c)contest the existence and powers of you;nor is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and will be used for essential government purposes and will to be essential for the
term of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1,200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrant(s)its governing body has
taken the necessary steps;induding any legal bid requirements,under applicable law to arrange for acquisition of the Equipment;the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted and remains in full force and effect.
C. NON APPROPRIATION: In the event you are in default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non-appropriation did not result from any act or failure to act of you;
3. You have exhausted all funds legally available for all payment due under the Agreement;and
4. There is no other legal procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your counsel verifying the same within ten(10)days thereafter;and(c)you do not directly or indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor,at your expense.Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments,if any;and/or sell,dispose of;hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this§!h day of November,2013.
LESSOR AGGEPT•ANGE • •.�.,,£ '_:::
�O$ Konica Minolta Premier Finance AL_ C - 6Aisi
-
0 LESSOR SIGNATURE ITLE
CUSTOMER ACGEPAANC-E
•
11/6/13 City of Elgin f/(1140. g i i City Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862 j%i . 5g4ictit-
FEDERAL TAX 1.0.11 PRINT NAME
24884-10/02/2008
[Type text]
0 For office use only(Check one): ®Branch ❑Windsor ❑Windsor Commercial
APPLICATION NO. AGREEMENT NO. SCHEDULE NO.
Master Premier
KONICA MINOLTA Lease Schedule
CUSTOMER BILL - TO INFORMATION,,.,,,,,,,,,; ,.1hil,!,,,,,,,,,b, ,,,,,,,,/ i. i,,,,,,,,II I /1,,,,,I„r,,,,,,,,,
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG/ROOM/SUITE
n Dexter Court 2nd Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER* FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A denye_d @cityofelgin.org 36-6005862
By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INS TALLATIONLOCATION,.,y,,„,,,,, l,,:n,;,,,,,,,,,,h.,,,»,pi,,,.,i„,,...,,,1,,',u,,,,I,,,,,,,,,,
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin HR
STREET ADDRESS/P.O.BOX BLDG/FLOOR/ROOM/SUITE
i!oDexter Court 2nd Floor South
CITY STATE ZIP CONTACT NAME
Elgin IL 60120 Daina DeNye
PHONE NUMBER FAX NUMBER
(847) 931-5604 N/A denye_d @cityofelgin.org
MAKE/MODEL NO./ACCESSORIES SERIAL NO.
Bizhub 554E
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $139.53 Secure Deposit $0
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE ,
01/11/2017 Konica Minolta Premier Finance j�� �'. i�1�A” /�ickfL c ><S AA
DATED LESSOR SIGNATURE PRINT NAME
CUSTOMER ACCEPTANCE
01/11/2017 CITY OF ELGIN X ', 6.! m Richard G. Kozal
DATED FULL LEGAL NAME SIGNATURE/TITLE Richard G. Kozal, PRINT NAME
24711 01/11/2010 City Manager
For office use only(Check one): O Branch 0 Windsor ATTACHMENT A
Master Premier APPLICATION NUMBER AGREEMENT NUMBER t I'+111
KONICA MINOLTA Lease Agreement
.
This Master Premier Lease Agreement('Agreement')is written in"Plain English". The words you and your,refer to the customer(and Its guarantors). The words Lessor,we,us
and our,refer to Konica Minolta Premier Finance,a program of Konica Minolta Business Solutions U.S.A.,Inc.,Its subsidiaries and affiliates.(Supplier)
GUS TOMER INFORMATION- tr *I" r ;?�",�i: Z? -�', 2T ._ X,,..4 . ` " ,S. ,..,s y, a.;.
.i-
FULL LEGAL NAME STREET ADDRESS
City of Elgin 150 Dexter Court
CITY STATE ZIP PHONE' FAX
Elgin IL 60120 (847)931-5604
BILLING NAME(IF OWFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE ZIP E-MAIL
EOUIPMENT LOCATION(IF DIFFERENT FROM ABOVE)
151 Dourlas,455 Symphony Way, 100 Symphony Way,2 Slade Ave, 1900 Holmes Rd, 550 Summitt,650 Big Timber •
'Sy providing•telephone number Nor a cellar phone or other wireless device.you Ifs ewes*consenting to mooing communeations(or NOtemerketing or solicitation purposed at Mat number.inctudino,Me not sotto to,
prerecorded or maraca voice message rags,text nwssaaes,and met made by an automatic telephone dieting system from Lessor and is amsates and spans.This Express Consent applies to etch such telephone number that
you provide to us never In the enure and permits such pas.These calls and messages may nor access fees porn your mauler provider.
re:::""' V1 t .` r � W r "v:', 'TOR ER ONFGUARANTEE r ' ,' i a. ,v..<;...t . s. ,�L..e.,: . .A..b;_ - . tl..c.�4,....:_ ....:.L- ceit—:G iSt�•.. .',..i..._ ., -...„, , • ..l
The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's 0
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or aowukwew.alr, —
www.kmbs.konicaminolta.us. CUSTOMER ONE GUARANTEE•ITERIVIS ADCODITIONS, '• > of x ., T Pa, F f '' ) Fr .I yN ..,.
1.LEASE AGREEMENT:You agree to lease from us the personal property described under"MAIOFJMODEUACCESSOWES"and as modified by supplements to this Agreement from time to time signed by you
and us Ouch property and any upgrades,replacMnrMs,repairs and addieom referred to as"Equipment")for business purposes only.To the event the Ed}iprrnent induces Intangible property or associated
services such as periodic software icwrnes and prepaid database subscription rights,such property shell be referred to as the"Software'. You agree to all of the terms and condemns cataened in this Agreement
and any Schedule,which together are a complete statement of our Agreement regarding the fisted equipment(*Agreement)and supersedes all other writings,communications,understandings.agreernens.any
purchase order and any soldlation documents and related dominants. This Agreement becomes valid upon execution by or for us.The Equipment is deemed accepted by you under this Agreement unless you
notify us within Tree(3)days of delivery that you do not accept to Equipment and specify the defect or malfunction.In that event,at our sole option,we or our designee wet replace the deface,*item of Equipment
or this Agreement wi be avoided and we or our designee we repossess the Equipment.You agree that,upon our request,you we sign and deliver to us,a delivery and acceptance asthma confusing your
acceptance d the Equipment teased to you.The Virg Date"of this Agreement wit be the twentieth(20th)day tollowbng instillation.You agree to pay a prorated amount of 1130th of the monthly payment times the
minter of days between the installation dale and the Biking Date. This Agreement MS continue from the Bating Date ter the Temp shown and will be*Mended automatically for successive one(1)month terms
unless you(a)send us mean notice,between fury(1/0)days and one hatred filly(150)days before the end of any term.of your decision io return or purchase the Equipment or renew this Lease or(b)you do
not purchase or return the Equipment,as specified in you nonce,within ten(10)days after the end of the term. Leases with 31.00 purchase options wte not be renewed. The periodic renewal payment has been
set by&sl naal agreement and is not based on the cost of any component of this tease.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,W THE ACTUAL
COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. If any provision of this Agreement is deflated unenforceable in any jurisdiction,the otter provisions twain
shall remain in full force and effect in that jurisdiction and as others. You authorize us to Insert or=ma missing intonation on this lease inducing your proper legal name.serial numbers,other numbers
desufoMg the Equipment and other omitted factual maters. You agree to provide updated annual aadlar quarterly financial statements to us upon request.You authorize us or ex agent to obtain credit reports am
make aedE Inquiries regaadng you and your financial condition and to provide your Information,including payment history,to our assignee or third parties having an economic interest in this Agreement or the
Equipment.
3.RENT: Rent veil be payable in installments,each in the amount of the Monthly Payment(or other periodic payment)shoal plus any applicable sales,use and property tax. I we pay any lac on you behalf,you
agree to reimburse us promptly along with a processing lee. Subsequent installments wi be payable on the first day of each renal payment period shown begimlg alter the Seal rental payment period or as
otherwise agreed. we wE have the right to apply aS sans received from you to any amounts due and owed to us under to terms of this Agreement Your obligation to make all Monthly Payments(a other
penes payment)hereunder Is absolute and unconditional and you cannot withhold or offset against any Monthly Payments for other periodic payment)for any reason. You agree that you w1l remit
payments in of company checks(or personal checks in the case of sole proprietorships),direct debit or wires only. You also agree cash and cash equivalents are not acceptable forms of payment for
this Agreement and that you will not remit such roms of payment to us.WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS
AGREEMENT OR UNDER A SCHEDULE RESULT W AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW.THEN ANY EXCESS INTEREST COLLECTED Wt.L BE APPLIED TO
AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU.IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE
LEGAL AMOUNT.
(Continued on back)
THIS IS A NONCANCELABLE!IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
LESSORrCCEPT G: ' - x:' a ; ,; ..�a...rs -1-47 3wT'ts .7
Konica Minolta Premier Finance . If tn, ir -' /ire w VP to r( 0 LESSOR AUTHORIZED SI ER 4 nTITLE DATED
CUSTOMER AGGEPTANEE x' � '' }` ',. ..; - - ... 4--'i, U t F': t r
City of Elgin x 1 isiv/'[i. November 6, 2013
FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED S ER DATED
36-6005862 Sean R. Stegall City Manager
FEDERAL TAX I.D.a PRINT NAME TITLE
To Npte Government Solt the tuner*at toner=and money benee eq adNYNs,Federal tar requires el Mendel hu tuatara to ateain,sank we new traemation that identifies each person WAS opens an amount WU mute ours a,when you
open at amok we se ask to your Nee.address and amen eaomuion that we mow us to identity yid;vw may also see to see ldeneyeq deoar a ts.
see reverse alb ter additional terms and conditions.
KMPF0003—US 06/10113
3.OWNERSHIP OF EQUIPMENT:We ere the Lessor of the Equipment and have sole title(unless you have a 51.00 purchase option)to the Equipment(excudng software). You agree to keep the Equipment
tree and clear of all fins and deims.
4.WARRANTY DISCLAIMER:WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS-IS".You acknowledge that none of Supplier or their represertNives are our agents
and none of them are authorized to modify the terms of this Agreement No representation or warranty of Supplier with respect to the Equipment will bind us,nor will any breach thereof relieve you
of any of your obligations hereunder. You are aware of the name of the manufacturer or supplier of each hem of Equipment and you will contend the manufacturer or supplier fora description of your
warranty rights. You hereby acknowledge and confirm that you have not received any tax,financial,accounting or legal advice from us,the mamdadurer or Supplier of the Equipment. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
"FINANCE LEASE"AS DEEMED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee is a separate and Independent obligation of
Supplier to you,that no assignee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to setoff,
withholding,reduction,counterclaim or defense for any reason whatsoever Including,without limitation,any claim you may have against Supplier with respect to the Customer One
Guarantee.
5.LOCATION OF EQUIPMENT:You will keep and use the Equipment only at your address shown above and you agree not to move it unless we agree to it At the end of the Agreements tents,If
you do not purchase the Equipment,you will return the Equipment to a location we specify at your expense,In retail resaleable condition(normal wear and tear acceptable),full working order,and in
complete repair.
6.LOSS OR DAMAGE:You are responsible for the risk of loss or for any destruction of or damage 10 the Equipment. No such loss or damage relieves you from the payment obligations under this
Agreement You agree to promptly notify us in writing of any loss or damage and you will then pay to us the present value of the total of all unpaid Monthly Payments(or other periodic payments
shown)for the tun Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,all discounted at four percent(4%)per year. Any proceeds of
insurance will be paid to us and credited,at our option,against any loss or damage. You authorize us to sign on your behalf and appoint Us as your attorney in fact to execute in your name any
insurance drafts or credos issued due to loss or damage to the Equipment.
7.COLLATERAL PROTECTION AND INSURANCE: You are responsible for installiig and keeping the Equipment in good working order.Except for ordinary wear and tear,you are responsible for
protecting the Equipment from damage and loss of any kid,it the Equipment is damaged or lost,you agree to continue to pay the amounts due and to become due hereunder without setoff or
defense.During the term of this Agreement,you agree that you will(1)insure the equipment against all loss or damage naming us as loss payee;(2)obtain liability and third party property damage
insurance naming us as an additional insured;and(3)deliver satisfactory evidence of such coverage with carriers, policy forms and amounts acceptable to us.AN policies must provide that we be
given thirty(30)days written notice of any material change or cancellation.M you do not provide evidence of acceptable insurance,we have the right,but no obligation,(a)to obtain insurance
covering our Interest(and only our interest)in the Equipment for the lease term,and renewals.Any Insurance we Obtain will not insure you against third party or liability claims and may be cancelled
by us at any time.In that event you will be required to pay us an additional amount each month for the insurance premium and an administrative fee.The Cost may be more than the cost of obtaining
your own insurance.You agree that we,or one of our affiliates,may make a profit in connection with the insurance we obtain.You agree to cooperate with us.our insurer and our agent in the placement
of coverage and with ciakns or,(b)we may waive the insurance requirement and charge you•monthly property damage surcharge in she amount of.0035 of the original equipment cost to cover our credit risk
edminislratin costs and other costs,as would be Maier**abed one letter from us to you and on Midi we may make•profs.If you later provide evidence t het you have obtained acceptable insurance.
we will cancei the insurance we obtained or cease charging the surcharge.
I.INDEMNITY: We ere not responsible for any loss or injures caused by the installation or use of the Equipment, You agree to hold us harmless and reimburse us for loss and to defend us
against any claim for losses or injury caused by the Equipment. We reserve the right to control the defense and to select or approve defense counsel. This Indemnity survives the
expiration or termination of this Agreement
9.TAXES AND FEES: You agree to pay when invoiced all taxes(including personal property tax,fines and penalties)and fees relating to this Agreement or the Equipment You agree to(a)
reimburse us for all personal property taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual property
taxes to be assessed. M you do not have a 51.00 purchase option,we will fie all personal property,use or other tax returns and you agree to pay us a processing fee for making such filings. You
agree to pay us up to 575.00 on the date the first payment is due as an origination fee. We reserve the right to charge a fee upon termination of this Agreement either by trade-up,buy-out or
default. Any fee charged under this Agreement may include a profit and Is subject to applicable taxes.
10.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THiS AGREEMENT. We may sell,assign,or transfer this Agreement and/or
the Equipment without notice. You agree that If we sell,assign,or transfer this Agreement and/or eta Equipment,the new Lessor will have the same rights and benefits that we have now and will
not have to perform any of our obligations. You agree that the rights of the new Lessor will not be subject to any claims,defenses,or set offs that you may Moe against us whether or not you we
notified of such assignment.The cost of any Equipment,Software,services and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessor's assignees
will independently verify any such costs. Lessee's assignees wig be providing fu ndig based on the payment you have negotiated with Supplier. You are responsible for determining your
accounting treatment of the appropriate tax,legal,financial end accounting components of this Agreement
11.DEFAULT AND REMEDIES:(a)If you do not pay any lease payment or other sum due(b)M you break any of your promises in the Agreement or any other Agreement with us or(c)i you,or any
guarantor of your obligations become insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced against you,you will be in default. If any pan of a
payment is more than three(3)days late,you agree to pay a late charge of ten percent(10%)of the payment which is late or if less,the maximum charge allowed by law. If you are ever in default
we may do any one or all of the following;(a)Instruct Supplier to withhold service,pats and supplies and/or void the Customer One Guarantee;(b)terminate or cancel this Agreement and require
that you pay,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the sun of:(i)all past due and current Monthly Payments(or other periock payments)and
charges;(II)the present value of all remaining Monthly Payments(or other periodic payments)and charges,disco reed at the rate of tour percent(4%)per annum(or the lowest rate permitted by
law,whichever is higher):and(III)the present vale(at the same discount rate as specified in clause(5)above)of to amount of any purchase option with respect to the Equipment or,If none is
specified,our anticipated value of the Equipment at the end of the tam of this Agreement(or any renewal thereof);and(C)require you to return the Equipment to us to a location designated by us
(and with reaped to any Software,(i)immediately terminate your rigid to use the Software Including the disabling(on-site or by remote communication)of any Software;(ii)demand the immediate
return and obtain possession of the Software and re-license the Software at a pubic or private sale;and/or(iii)cause the Software supplier to terminate the Software Wan,support and other
services under the Software license).We may recover interest on any unpaid balance at the rate of four percent(4%)per annum but in no event more than the lawful maximum rate.We may also
use any of the remedies available to us under Article 2A of the Uniform Commercial Code as enacted in the State of Lessor or is Assignee or any other law. You agree to pay our reasonable doss
of collection and enforcement,Including but not limited to attomey's fees and actual court costs relating to any claim arising under this Agreement including,but not limited to,any legal action or
referral for collection. If we have to take possession of the Equipment,you agree 10 pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment will be credited
against what you owe us YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a Dater time.AN of our rights are cumulative.I Is further agreed that
your rights and remedies are governed exclusively by this Agrednent and you waive lessee's rights wider Article 2A(508'522)of the UCC.
12.UCC FILINGS:You grant us a security interest in the Equipment If this Agreement is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar
instrument in order to show our Merest in the Equipment.
13.CONSENT TO LAW,JURISDICTION,AND VENUE:This Agreement shall be deemed fully executed and performed in the state of Lessor or Its Assignee's principal place of business and shell
be governed by and construed In accordance wih its laws. If the Lessor or is Assignee shag bring any judicial proceeding In relation to any matter arising under to Agreement,the Customer
irrevocably agrees that any such matter may be adjudged or determined in any cowl or courts in the state of the Lessor or its Assignee's principal place of business,or in any coup or courts in
Customer's state of residence,or in any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably submits
. generally and unconditionally to the jurisdiction of any such court so elected by Lessor In relation to such matters. BOTH PARTIES WAIVE TRIM.BY JURY IN ANY ACTION BETWEEN US.
14.LESSEE GUARANTEE: You agree,upon our request,to submit the original of this Agreement and any tidadtdes to the Lessor via overnight courier the same day of the facsimile or other
eledro Ic transmission of the signed Agreement and such schedules. Both parties,agree that this Agreement and any schedules signed and submitted to us by facsimile or other electronic
transmission shall,upon execution by us(manually or electronically,as applicable),be binding upon the parks. You waive the right to challenge in court the authentIciy of a faxed or other
eledionicallyttransmitted signed copy of this Agreement and any schedule and agree that the faxed or other electronically-transmitted copy containing your faxed or other electronically-transmitted
signatire and our manual or electronic signature shell be considered the sole origin el for all purposes,Including without limitation,any enforcement action under paragraph 11.
15. COMPUTER SOFTWARE: Not withstanding any other terms.and conditions of this Agreement,you agree ast as to Software only:a)We have not had,do not have,nor will have any Otte to such
Software,b)You have executed or will execute a separate software fiance Agreement and we we not a party to end have no responsibilities whatsoever in regards to such license Agreement,c)You have
selected such Software and as per Agreement paragraph 4,WE MAKE NO WARRANTIES OF MERCHANTABILITY,DATA ACCURACY, SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE
ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE
CUSTOMERS LEASE PAYMENTS AND OTHER OBLIGATIONSJ)NDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE
SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE.
41
KMPF0003-US 06110/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier Lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013. Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
• The fifth (5th) sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth (8`h) sentence, subsection (a)is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this Lease,"
• The tenth(10`h)sentence which is all capitalized,is deleted.
6. LOCATION OF EQUIPMENT:
• The second (2nd)sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment, you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first(1s`)sentence is amended to read: "From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear, you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment,listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2n0) sentence, the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers"15"and"6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as,a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with "14. INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with"16. INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVERABILITY:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18. NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C.NON-APPROPRIATION:
• In Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty(30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section 5. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect.All handwritten,typed or"red-lined"additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta APremier Finance �j� City of Elgin /f
By: .�' (4,(11 C• *t�I',"'"" gy& ,,.1 (.�
Se n K. Stegall
Title: /r, a Title:City Manager
Date: 11/6/13
0/50 .
KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No. between Konica Minolta Premiere Finance,Lessor
And City of Elgin , Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that (1) it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes;and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,state or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement;or
(c)contest the existence and powers of you;nor is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and will be used for essential government purposes and will to be essential for the
tens of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1,200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrant(s)its governing body has
taken the necessary steps;including any legal bid requirements,under applicable law to arrange for acquisition of the Equipment;the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted and remains in full force and effect.
C. NON APPROPRIATION: In the event you are In default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non-appropriation did not result from any act or failure to act of you;
3. You have exhausted all funds legally available for all payment due under the Agreement;and
4. There is no other legal procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your Counsel verifying the same within ten(10)days thereafter;and(c)you do not directly or indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor,at your expense,Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments,if any;and/or sell,dispose of;hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this¢(h day of November.2013. •I LESSOR AC-CEPPANCE s' i
•
/r) / a Konica Minolta Premier Finance I C - , 1 ve
D O� LESSOR SIGNATURE
CUSTOMER AGCEPT'ANC-E •
11/6/13 City of Elgin 1 t 4 City Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862 R . 5?
FEDERAL TAX I.D.N PRINT NAME
24884- 10/02/2008
4
[Type text]
For office use only(Check one): ® Branch ❑Windsor ❑Windsor Commercial
APPLICATION NO. AGREEMENT NO. SCHEDULE NO.
W Master Premier
KONICA MINOLTA Lease Schedule
CUSTOMER BILL - TO INFORMATION/scp,uauc sch,,hacs mu,"be cmu ric/ecl/or each billing lucu/i(m.)
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG/ROOM/SUITE
150 Dexter Court 2nd Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER' FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A denye_d @cityofelgin.org 36-6005862
By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INSTALLATION LOCATION/Sc pruzra schcdnh /11101 be e0,10,1rd lur crlc6 bah"G�crrlinrr./
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin Police Patrol
STREET ADDRESS/P.O.BOX BLDG/FLOOR/ROOM/SUITE
151 Douglas Avenue 1st Floor
CITY STATE ZIP CONTACT NAME
Elgin IL 60120 Lacey Roberts
PHONE NUMBER FAX NUMBER
(847)289-2685 N/A roberts_I @cityofelgin.org
MAKE/MODEL NO./ACCESSORIES SERIAL NO.
Bizhub 554E
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $139.53 Security Deposit$ $0
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE
01/11/2017 Konica Minolta Premier Finance / C kcii& ( �- ',i/So&
DATED LESSOR SIGNATURE PRINT NAME
CUSTOMER ACCEPTANCE
01/11/2017 CITY OF ELGIN X � Richard G. Kozal
DATED FULL LEGAL NAME SIGNATURE/TITLE Richard G. Kozel, PRINT NAME
24711 -01/11/2010 City Manager
For office use only(Check one): 0 Branch 0 Windsor ATTACHMENT A
Master Premier APPLICATION NUMBER AGREEMENT NUMBER t I'111
KONICA MINOLTA Lease Agreement
This Master Premier Lease Agreement('Agreement')is written in"Plain English". The words you and your,refer to the customer(and Its guarantors). The words Lessor,we,us
and our,refer to Konica Minolta Premier Finance,a program of Konica Minolta Business Solutions U.S.A.,Inc.,Its subsidiaries and affiliates.(Supplier)
GUSTOMER/NFORMAhTION z S'
FULL LEGAL NAME N:41.71.":40[ STREET ADDRESS
City of Elgin 150 Dexter Court
CITY STATE ZIP PHONE' FAX
Elgin IL 60120 (847)931-5604
BILLING NAME f IF DEFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE ZIP E-MAIL
EQUIPMENT LOCATION(IF DIFFERENT FROM ABOVE)
151 Dourlas,455 Symphony Way, 100 Symphony Way, 2 Slade Ave, 1900 Holmes Rd, 550 Summitt,650 Big Timber •
'By P *w •telephone number for a ceiiar phone or ohm wireless device,you am expressly consenting to nothing coiern f11calions liar NON'TMfcabng Or solicitation proposes)at Our number.Inducing,but net united o.
prerecorded or Grade voice message zees,tend messages,and calls made by an automatic telephone dnaing system from Lessor and im elates and 101aM. This Express Consent amities to each such telephone number that
you preside to us newer in to Mae and permits such cats.These ores are messages may inns access tea born your maw provider.
UARAN
GUS TOME_ ?{ONE�GTEE v"i �� .'' ""�. '1a`- -y s
'L.. '.F.16i .� ....�,cs.G"at.:.'�. ..-..f � __..Gff '�iS�� L mot...
The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or -
www.kmbs.konicaminolta.us. CUSTOMER ONE GUARANTEE
TEFtMI!15iAND;CONDITIONS ��� ""
�. . r`! __......._ � io1C S 7 :�) H.,h,T v k aACr i 7 1! R,F ' I arm
1.LEASE AGREEMENT:You agree to lease from us the personal property descried wider'MJCJMODEUACCESSORES'and as modified by supplements to this Agreement from time to time signed by you
and us(assn properly and any upgrades.repl cements,repairs and additions referred to as'Egipmed')for business purposes only.To the extent ties Equipment includes bhtehptle property or associated
services such as periodic software licenses and prepaid database subscription rights,such property shall be referred to as the'Software". You agree to all d the terms and conditions corlired in the Agreement
and any Schedule,which together we a complete statement of our Agreement regarding tie listed equipment CAgreemyn e)and supersedes all other writings,tamntaications,understandings,'groomed',any
purchase order and any soidtetion documents and related documents. This Agreement becomes valid upon archon by or for us.The Equipment is deemed eoapled by you tide this Agreement unless you
rarity us within three(3)days of delivery that you do not accept the Equipment and specify ten defect or mslfunabn.M the evert,at our sok option,we or our designee we replace the defective item of Equipment
or this Agreement tell be canceled and we ar out designee will repossess the Equipment You agree that,upon or request,you vnll sign and delve to us,a delivery and acceptance wades confirming your
acceptance of the Equipment leased to you.The"Being Date"of this Agreement will be the twentieth(20th)day following installation.You agree to pay a prorated SWUM of 1/30th of the monthly payment Wes the
number of days between the installation date end the Biliig Date. This Agreement will continue from the Bang Data der the Tern shown and wen be extended automatically to successive ore(1)month tams
unless you(a)send us written notice,between ninety(90)days and one hundred Sdty(150)days before the end of any term.of your decision lo return or purchase the Equipment or renew this Lease or(b)you do
not purchase or rebwn the Equipment.as specified in your moons,with ten(10)days after the and of the term Leases with St.00 purchase options wR not be renewed. The periodic renewal payment has been
set by aafinl agreement and is not based on the coat of any component t of the lase.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,F THE ACTUAL
COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. If any provision of this Agreement is declared unenforceable in any heisdictie.the other Provisions herein
shal remain in fug force and effect in thee)isisdntion and es others. You authorize orize us to insert or coned missing blomnetion on this tease Including your proper legal name,serial numbers,other numbers
describing the Equipment and other omitted(adult mates. You agree to provide updated annual anchor quarterly financial statements to us upon request.You authorize us or our agent N obtain credit reports end
make credit
E inquiries regards%you and your financial condition and to provide you,information,O including payment history,to our assignee or third parties having an economic interest in this Agreement or the
2.RENT: Rant wit be payable in instalments,each in the amount of the Monthly Payment(or other periodic paym1ent)shown plus any applicable sales,use and property tax. I we pay any tax on your behalf,you
agree to reimburse us promptly along with•processing fee. Subsequent installments will be payable on the first day of each rental payment period sheen beginning after the test rental payment period or as
otherwise agreed. We will have the right to apply as sums received from you to e y amounts due and owed to us under the terms of this Agreement Your obligation to make all Monthly Payments(or other
periodic payment)hereunder Is absolute end unconditional and you cannot withhold or offset against any Monthly Payments for other periodic payment)for any reason. You agree that you will remit
payments to is in the boom of company checks(or personal theca in the case of sole proprietorships),direct debit or Was only. You also agree cash and ash equivalents are not acceptable forms of payment for
Inn Agreement and that you will not remit such forms of payment to us.WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS
AGREEMENT OR UNDER A SCHEDULE RESULT IN AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW,THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO
AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU.IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE
LEGAL AMOUNT.
(Continued on back
THIS IS A NONCANCELABLE/IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
Ana+-.f`� xiJ l �A�iil4���3��Sif't2:rP......Z r
Konica Minolta Premier Finance . �• � •- /1 v) (0 r( 13
LESSOR AUTHORIZED SI ER 4 TITLE DATED
CUSTOMER AC-CERTANC-E. `�r .�. .�:"�..�. ��z-� .: - ` • �.; k:�e' t: .y"- • ' � c l •.;_,
x •
. .. :tea..- . .. •
City of Elgin lilt's 4 November 6, 2013
FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTH e-IZED S ER DATED
36-6005862 Sean R. Stegall City Manager
FEDERAL TAX I.D.I PRINT NAME TfTLE
To Mean Goya ogle ere exang er rename era money leandsleg meddles,Federal Law requires s as Mandel Mpxabns b oaWn may and record Narration that identifies adn Person who opens an eadmre What orb means is ohm
open es accord.we lei ate der your name.address and Omer eaanWiai that MI Mow m to Mon*you;ore may dm ask to see ben g doUnaxas. �'
See reverse side for additional semis and conditions.
KMPF0003-US 06/10/13
3.OWNERSHIP OF EQUIPMENT:We are the Lessor of the Equipment end have sole title(unless you have a 51.00 purchase option)to the Equipment(excluding software). You agree to keep the Equipmers
tree and dear of at fens and claims.
4.WARRANTY DISCLAIMER:WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS-IS".You acknowledge that none of Supplier or their representatives ate our agents
and none of them are authorized to modify the terms of this Agreement. No representation or warranty of Supplier with respect to the Equipment will bind us,nor will any breath thereof relieve you
of any of your obligations hereunder. You are aware of the name of the manufacturer or supplier of each tent of Equipment and you will connect the manufacturer or supplier for a description of your
warranty rights. You hereby acknowledge and conform that you nave not received any tax,financial,accounting or legs!advice from us,the manufacturer or Supplier of the Equipment. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee Is a separate and Independent obligation of
Supplier to you,that no assignee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to sstoft,
Mthholding,reduction,countereblm or defense for any reason whatsoever Including,without limitation,any claim you may have against Supplier with respect to the Customer One
Guarantee. . •
5.LOCATION OF EQUIPMENT:You will keep and use the Equipment only at your address shown above and you agree not to move It unless we agree to it, At the end of the Agreement's term,If
you do not purchase the Equipment,you will return the Equipment to a location we specify at your expense,In retail resaleable condition(normal wear and tear acceptable),MI working order,and in
complete repair.
6.LOSS OR DAMAGE You are responsible for the risk of loss or for any destruction of or damage to the Equipment. No such loss or damage relieves you from the payment obligations under this
Agreement. You agree to promptly notify us in writing of any loss or damage and you wilt then pay to us the present value of the total of all unpaid Monthly Payments(or other periodic payments
shown)for the full Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,all discounted at four percent(4%)per year. Any proceeds of
insurance will be paid to us and credited,at our option,against any loss or damage. You authorize us to sign on your behalf and appoint us as your attorney in fact to execute in your name any
insurance drafts or checks issued due to toss or damage to the Equipment.
7.COLLATERAL PROTECTION AND INSURANCE: You are responsible for installing and keeping the Equipment in good working order.Except for ordinary wear and tear,you are responsible for
protecting the Equipment from damage and loss of any kind.If the Equipment is damaged or lost,you agree to continue to pay the amounts due end to become due hereunder without setoff or
defense.During the term of this Agreement,you agree that you will(1)insure the equipment against all Stns or damage naming us as foss payee;(2)obtain Nabikty and third party property damage
Insurance naming us as an additional insured;and(3)deliver satisfactory evidence of such coverage with corners, policy forms and amounts acceptable to us.AN policies must provide that we be
given thi ty(30)days oaten notice of any material change or cancellation.If you do not provide evidence of acceptable insurance,we have the right but no obligation,(a)to obtain insurance
covering our Interest(and only our Merest)In the Equipment for the lease term,and renewals.Any insurance we Obtain will not insure you against third party or liability daims and may be cancelled
by us at any time.In that event you will be required to pay us an additional amount each month for the insurance premium and an administrative fee.The cost may be more than the cost of obtaining
your own insurance.You agree that we,or one of our affiiates,may make a profit in connection with the Insurance we obtain.You agree to cooperate wham us,our Borer and our agent on the placement
of coverage and with cairns or,(b)we may waive the insurance requirement and charge you•monthly property damage surcharge in the amount of.0035 of the original equipment cost to cover our credit risk
administrative coats and other costs,as would be further described one letter from us to you and on which we may make a proft If you later provide evidence that you have obtained acceptable insurance.
we will cancel the neurones we obtained or cease charging the surcharge.
8.INDEMNITY: We are not responsible for any loss or injuries caused by the installation or use of the Equipment. You agree to hold us harmless end reimburse us for loss and to defend us
against any claim for losses or injury caused by the Equipment. We reserve the right to control the defense and to select or approve defense counsel. This Indemnity survives the
expiration or termination of this Agreement
9.TAXES AND FEES: You agree to pay when invoiced all taxes(including personal property tax,fines and penalties)and fees relating to this Agreement or the Equipment You agree to(a)
reimburse us for all personal property taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual property
taxes to be assessed. If you do not have a$1.00 purchase option,we will fie all personal property.use or other tax returns and you agree to pay us a processing fee for making such filings. You
agree to pay us up to 575.00 on the date the fast payment is due as an origination fee. We reserve the right to charge a fee upon termination of this Agreement either by trade•up,buy-out or
default.My fee charged under this Agreement may include a profit and Is subject to applicable taxes.
10.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT. We may sell,assign,or transfer this Agreement and/or
the Equipment without notice. You agree that If we set,assign,or transfer this Agreement and/or the Equipment,the new Lessor will have the same rights and benefits that we have now and will
not have to perform any of our obligations. You agree that the rights of the new Lessor will not be subject to any claims,defenses,or set cos that you may have against us whether or not you we
notified of such assignment.The cost of any Equipment,Software,services and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessor's assignees
will independently verify any such costs. Lessee's assignees will be providing funding based on the payment you have negotiated with Supplier. You are responsible for determining your
accounting Vestment of the appropriate tax,legal,f4uncie!and accounting components of this Agreement
1t.DEFAULT AND REMEDIES:(a)If you do not pay any lease payment or other sum due(b)If you break any of your promises in the Agreement or any other Agreement with us or(c)if you,or any
guarantor of your obligations become Insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced against you,you wit be in default. If any pat of a
pay ant is more than tree(3)days the,you agree to pay a late charge of ten percent(10%)of the payment which is late or d less,the maximum charge allowed by law. If you are ever in default,
we may do any one or all of the following;(a)instruct Supplier to withhold service,parts and supplies and 1 or void the Customer One Guarantee;(b)terminate to cancel this Agreement and require
that you pay,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the sun of:(i)all past due and current Monthly Payments(or other periodic payments)and
charges;(ii)the present value of all remaining Monthly Payments(or other periodic payments)and charges,discounted at the rate of far percent(4%)per annum(or the lowest rate permitted by
taw,whichever is higher);and(iii)the present value(at the same discount rate as specified in clause(i)above)of the amount of any purchase option with respect to the Equipment or,If none is
specified,our anticipated value of the Equipment at the end of the term of this Agreement(or any renewal thereof);and(c)require you to return the Equipment to us to a location designated by us
(and with respect to any Software,(i)immediately terminate your right to use the Software including the disabling(on-site or by remote communication)of any Software;(II)demand the immediate
return and obtain possession of the Software and re-license the Software at a pubic or private sale;and/or(iii)cause the Software supplier to terminate the Software Oconee,support and other
services under the Software license).We may recover interest on any unpaid balance at the rate of four percent(4%)per annum but In no event more than the lawful maximum rate.We may also
use any of the remedies available to us under Article 2A of the Uniform Commercial Code as enacted in the State of Lessor or its Assignee or any other law. You agree to pay our reasonable cats
of collection and entorcemenl,Including but not limited to attorneys fees and actual court coats relating to any claim arising under Ws Agreement including,but not limited to,any legal action or
referral for collection. If we have to take possession of the Equipment,you agree to pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment will be coned
against whet you owe us YOU AGREE THAT WE WiLL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a later lime.AN of our rights are cumulative.It Is further agreed that
your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A(508.522)of the UCC.
12.11CC FILINGS:You grant us a security interest in the Equipment if this Agreement is deemed a secured transaction and you authorize us to record a UCC-t financing statement or similar
insbument in order to show our interest in the Equipment.
13.CONSENT TO LAW,JURISDICTION.AND VENUE:This Agreement shall be deemed fully executed and performed in the state of Lessor or is Assignee's principal place of business and shall
be governed by and construed in accordance with is laws. If the Lessor or is Assignee shall bring any judicial proceeding in relation to any matter arising under the Agreement,the Customer
irrevocably agrees that any such matter may be adjudged or determined in any court or courts in the state of the Lessor or its Assignee's principal place of business,or in any court or courts in
Customers slate of residence,or in any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably submits
.
generally and unconditionally to the jurisdiction of any such court so elected by Lessor in relation to such matters. BOTH PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN US.
14.LESSEE GUARANTEE: You agree,upon our request,to submit the original of this Agreement and any icadules to the Lessor via overnight courier the same day of the facsimile or other
electronic transmission of the signed Agreement and such schedules. Both parties,agree that this Agreement and any schedules signed and submlted to us by facsimile or other electronic
transmission shall,upon execution by us(manually or electronically,as applicable),be binding upon the parties. You waive the right to challenge in court the authentialy of a faxed or other
elecronlc y;transmilted signed copy of this Agreement and any schedule and agree that the faxed or other electronically-transmited copy containing your faxed or other eledronicaty-Vansmftted
signature and our manual or electronic signature shag be considered the sole original for all purposes,including without limitation,any enforcement action under paragraph 11.
15. COMPUTER SOFTWARE: Not withstanding any other tame.and conditions of this Agreeruenl,you agree that as to Software only:a)We have not had,do not have nor will have any the to such
Software,b)You have executed or wit execute i separate software Skase Agreement and we we not a party to and have no resporsbiNbes whatsoever in regards to such license Agreement c)You have
selected such Software and as per Agreement paragraph 4,WE MAKE NO WARRANTIES OF MERCHANTABILITY,DATA ACCURACY, SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE •
ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE
CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS UNDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE MOW
SAID SOFTWARE LiCENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE.
KMPF0003-US 06/10/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier Lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013. Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
• The fifth (5th) sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth (8th) sentence, subsection (a) is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this Lease,"
• The tenth(10th)sentence which is all capitalized,is deleted.
6. LOCATION OF EQUIPMENT:
• The second (2'1 sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment, you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first(1")sentence is amended to read: "From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear, you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment,listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2n0) sentence, the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers "15"and"6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as,a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with"14. INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with"16. INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVERABILITY:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18. NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C. NON-APPROPRIATION:
• In Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty(30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section 5. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect.All handwritten,typed or"red-lined"additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta Premier Finance City of Elgin
//Lf�e1 /By: By& _ / /11,/ Se n R. Stegall
Title: 4 r, a V P Title:City Manager
Date: 11/6/13
/OA///.3
•
KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No. between Konica Minolta Premiere Finance, Lessor
And City of Elgin , Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that(1) it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes;and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,stale or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement;or
(c)contest the existence and powers of you;nor is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and will be used for essential government purposes and will to be essential for the
term of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1,200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrant(s)its governing body has
taken the necessary steps;induding any legal bid requirements,under applicable law to arrange for acquisition of the Equipment:the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted and remains in full force and effect.
C. NON APPROPRIATION: In the event you are in default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non-appropriation did not result from any act or failure to act of you;
3. You have exhausted all funds legally available for all payment due under the Agreement;and
4. There is no other legal procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your counsel verifying the same within ten(10)days thereafter;and(c)you do not directly or indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor,at your expense,Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments,if any;and/or sell,dispose of hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this§jh day of November.2013.
I LESSOR AGGEPT'ANGE
/0 3 /j • Konica Minolta Premier Finance / J C -
0 LESSOR SIGNATURE ITLE
I GUSTOMER AGeEPPANCE '
11/6/13 City of Elgin ' r'/to l Gf• E%'/ ' City Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862'—fiki 41 . 57'`x„(ML
FEDERAL TAX 1.0.5 PRINT NAME
24884-10/02/2008
[Type text]
For office use only(Check one): El Branch ❑Windsor ❑Windsor Commercial
APPLICATION NO. AGREEMENT NO. SCHEDULE NO.
_ Master Premier
KONICA MINOLTA Lease Schedule
CUSTOMER BILL - TO INFORMATION(.S / rruc. hrdulcs/1111 st he runplcnrl/ut <'rudt 1>illit/g locution./
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG/ROOM/SUITE
150 Dexter Court 2nd Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER" FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A denye_d @cityofelgin.org 36-6005862
By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INSTALLATION LOCATION rsqurah,,O/tr r/(tlr Auld bc cnnt/rlrlr rl for each billing locali<,tt.l
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin Police Communications
STREET ADDRESS/P.O.BOX BLDG/FLOOR/ROOM/SUITE
151 Douglas Avenue 3rd Floor
CITY STATE ZIP CONTACT NAME
Elgin II 60120 Lacey Roberts
PHONE NUMBER FAX NUMBER
(847)289-2685 N/A roberts_I @cityofelgin.org
MAKE/MODEL NO./ACCESSORIES SERIAL NO.
Bizhub 284E
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $103.19 Security Deposit$
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE I ,� y
01/11/2017 Konica Minolta Premier Finance /1,6214,0) C_ • V `kAkc ,C. Maxi's
DATED LESSOR SIGNATURE PRINT NAME
CUSTOMER ACCEPTANCE
01/11/2017 CITY OF ELGIN X `� % Richard G. Kozal
DATED FULL LEGAL NAME SIGNATURE/TITLE Richard . 'o zal, PRINT NAME
24711 -01/11/2010 City Manager
For office use only(Check one): 0 Branch 0 Windsor ATTACHMENT A
Master Premier APPLICATION NUMBER AGREEMENT NUMBER L I'1I 1
KONICA MINOLTA Lease Agreement
I 1
This Master Premier Lease Agreement('Agreement')is written in"Plain English-. The words you and your,refer to the customer(and Its guarantors). The words Lessor,we,us
and our,refer to Konica Minolta Premier Finance,a program of Konica Minolta Business Solutions U.S.A.,Inc.,Its subsidiaries and affiliates.(Supplier)
GUS TOMER/N►F_OI?MA'TIDN. ° .�a rr1..< , 't r-%' h,' L :;;;;%"%:. r 4sy 4'; " r' f 4" 1 ..: .' s'. -
FULL LEGAL NAME STREET ADDRESS
City of Elgin 150 Dexter Court
CITY STATE ZIP PHONE' FAX
Elgin IL 60120 (847)931-5604
BILLING NAME(IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE ZIP E•MAIL
EQUIPMENT LOCATION OF DIFFERENT FROM ABOVE)
151 Dourias,455 Symphony Way, 100 Symphony Way, 2 Slade Ave, 1900 Holmes Rd, 550 Summitt,650 Big Timber •
By pub•telephone number for a sneer phone or over airless device.you are expressly consenting to receiving comvuriritions per NON.n adwta g or mediation proposes)at that number.Inducting but net knitted to,
prerecorded or wide Mica message ryes,text messages,and calls made by an automatic telephone dieing system from Lessor and its affiliates and agents.This Express Consent applies to sect such telephone rwndxer that
you pond to us newer in are Ante end gurus such ass.These calls and mumps may mow access tees born your aria provider.
r USTOMER�ONEiGUARANTEE " � .:, < f-- -•'Ga:+..r. _. -Sr- ....1........, _ .- .,,rd, ? :(..a.4as wt_,_.__II I. �:L;iS?'.Sl f..:1..v i ti. .,. _ rs
The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's 0
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or .0...........00.
www.kmbs.konicaminolta.us. CUSTOMER ONE GUARANTEE
TERMS%'AND,C ONDITIONS" r7 �'`•
1.LEASE AGREEMENT:You agree to Ness prom us Vie personal property desatbed under'MM EIMODEUACCESSORIES"and as modified by applements to this Agreement hem lime to lime signed by you
and us(arch properly and any upgrades,replacements,repairs and additions referred to as'Equiemera')for business purposes only.To the extent the Equpmenl includes inanable property or associated
sexvias such as periodic software licenses and prepaid database subscription rights,such property shell be referred to as the'Software'. You agree to all of the terns and conditions contained in lids Agreement
and any Schedule,which together are a complete statement of our Agreement regarding the fisted equipment('Agrearnenty and supersedes all other whinge,co m wicatkns,understandings,agreements,any
purchase order and any soidtation documents and related documents. This Agreement becomes valid upon execution by or for w.The Equipment is deemed accepted by you under this Agreement unless you
notify us within three(3)days of delivery that you do not accept the Equipment and specify the detect or madudlon.In IM event,at our sok option,we or our designee wit replace the defective item of Equipment
or this Agreement will be canceled and we of err designee will rpoesass tee Equipment.You agree that,upon our request,you wit sign and deliver to us,•delivery and acceptance caefinte corieuiirg your
aompternx of the Equipment leased to you.The'Beg Date"of this Agreement will be the twentieth(20th)day following irelatation.You agree to pay a prorated amount of 1/30th of the monthly payment times the
number of days between the installation date and the Billing Date. This Agreement wed continue from the Barg Date for the Term shown and Mt be extended automatically for excessive one(1)month terms
unless you(a)send us unborn notice,between ninety(s0)days and one hundred fay(150)days before the and of any tent,of your decision to room or purchase the Equipment or renew Still Lease or(N)you do
not purchase or mum the Equipment,as specified in your notice,Mein ten(10)days after the and of the term Leases with$1.00 purchase options w5 not be renewed. The periodic renewal payment has been
set by mutual premed and is not based an the cost of any component of this lase.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,F THE ACTUAL
COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. I any provision of this Agreement is declared unenforceable in any jurisdiction,the other provisions herein
shall remain in hit force and elect in that jurisdiction and all others. You authorize us to insert or carted missing information on this lease 6ndudirg your proper legal name,send numbers,other numbers
desaibhg the Equipment and other omitted factual matters. You agree to provide updated arotual and/or quarterly financial statements to us upon request You authorize us or our agent to obtain cleat reports and
Equipment inq ivx repardrg you and you fnantwl condition ad to provide you intomntion,i ndudirg payment history,to our assignee or third paties having an economic interest in Itis Agreement or the
2.RENT: Rata wit be payable in installments,each in the amount of the Monthly Payment(or other periodic payment)shown plus any applicable sales,use and property tax. If we pay any tax on your behalf,you
agree to reimburse us promptly along with•processing fee. Subsequent installments will be payable on the first day of each rental payment period shown beginning after the first rental payment period or as
otherwise a greed. We will have the right to apply as suns received from you to any amounts due and owed to us under the terms of this Agreement Your to make Ml Monthly P other
periodic payment)hereunder Is absolute end unconditional and you cannot withhold or offset against any Monthly Payments for other periodic obligation r aymeyo (or
to us in Be form of M C payment)equivalents for any reason. You agree that of you well rends
payments company checks(or personal checks in the case of sole proprietorships),direct debit or caves only. You also agree ash and ash equivalents are not acceptable forms ot paymnt for
the Agreement and that you will not remit such forms of payment to us.WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS
AGREEMENT OR UNDER A SCHEDULE RESULT M AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW,THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO
AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU.IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE
LEGAL AMOUNT.
(Continued on back)
,, ,
THIS IS A NONCANCELABLE/IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
LESSOR GCEPTANGE p. . z" w,• .si:. �, ,,rr v
�— - � r ' t 4• R?--- :`�y.€�
Konica Minolta Premier Finance . Ile- pr —
Art. ✓j to ( 1,
LESSOR AUTHORIZED SI r ER 4 TITLE DATED
CUSTOMER AGGEPTANOE ."J : '=t.. }tic,'t"T-e.• - ,;<i `.::t� r (;: c ,:
/f
City of Elgin x i��;`tic• 4,: / November 6, .>2013
FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED S ER DATED
36-6005862 Sean R. Stegall City Manager
FEDERAL TAX 1.0.5 PRINT NAME TITLE
To mode Go swam Age the tutees or emsesrs end money Mondw ip edtNNs,Federal taw mo ies el Aneroid irolmtbm to Main wily end record Womalbn the Weefes ma person who opens an aoaum.What lab means is,when you
open se mow",we wag ask Monte merle,address and Oder Mtometbn Val cam Mew m to Wanly yen;we may atop ask 10 see Menders)doteents.
See mews,side for addmbnel*ma and conditions.
KMPF0003-US 06/10/13
3.OWNERSHIP OF EQUIPMENT:We are the Lessor of the Equipment and have sole title(unless you have a 51.00 purchase option)to the Equipment(exdudirp software). You agree to keep the Equipmers
tree and deer of as hers and claims.
4.WARRANTY DISCLAIMER;WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS-IS".You acknowledge that none of Supplier or their representatives are our agents
and none of them are authorized to modify the terms of this Agreement. No representation or warranty of Supplier with respect to the Equipment win bind us,nor will any beach thereof relieve you
of any of your obligations hereunder. You are aware of the name of the manufacturer or supplier of each item of Equipment end you will contact the manufacturer or supplier for a description of your
warranty rights. You hereby acknowledge and clan that you have not received any lax,financial,accounting or legal advice from us,the manufacturer or Supplier of the Equipment. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee is a separate and Independent obligation of
Supplier to you,that no assignee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to setoff,
withholding,reduction,counterclaim or defense for any reason whatsoever including,without limitation,any claim you may have against Supplier with respect to the Customer One
Guarantee. •
5.LOCATION OF EQUIPMENT:You will keep and use the Equipment only at your address shown above and you agree not to move it unless we agree to it. At the end of the Agreement's term,If
you do not purchase the Equipment,you will return the Equipment toe location we specify at your expense,in retail resaleable condition(normal wear and tear acceptable).hfl working order,and in
complete repair.
6.LOSS OR DAMAGE:You are responsible for the risk of loss or for any destruction of or damage to the Equipment. No such loss or damage relieves you from the payment obligations underthls
Agreement. You agree to promptly notify us in vatting of any loss or damage and you wilt then pay to us the present value or the total of all unpaid Monthly Payments(or other periodic payments
shown)for the full Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,as discounted at four percent(4%)per year. Any proceeds of
insurance will be paid to us and credited,at or option,against any loss or damage. You authorize us to sign on your behalf and appoint us as your attorney in fad to execute in your name any
insurance drafts or dhedus issued due to loss or damage to the Equipment.
7.COLLATERAL PROTECTION AND INSURANCE: You are responsible for instating and keeping the Equipment in good working order.Except for ordinary wear and tear,you are responsible for
protecting the Equipment from damage and loss of any kind.If the Equipment Is damaged or lost,you agree to continue to pay the amounts due and to become due hereunder without setoff or
defense.During the term of this Agreement,you agree that you win(1)insure the equipment against all loss or damage naming us as loss payee;(2)obtain liability end tldrd party property damage
insurance naming uses an additional insured;and(9)deliver satisfactory evidence of such coverage with canters, policy forms and amounts acceptable to us.An policies must provide that we be
given thirty(30)days written notice of any material change or cancellation.II you do not provide evidence of acceptable insurance,we have the right,but no obligation,(a)to obtain Insurance
covering our interest(and only our Interest)In the Equipment for the lease term,and renewals.Any Insurance we obtain will not insure you against third party or liability claims and may be cancelled
by us at any time.In that event you will be required to pay is an additional amount each month for the insurance premium and an administrative fee.The cost may be more Menthe cost of obtaining
your own insurance.You agree that we,or one of our affiliates,may make a profit in connection with the insurance we obtain.You agree to cooperate with us.our insurer and our agent in the placement
of coverage and with claims or,(b)we may w fare the Insurance requirement and charge you a monthly property damage surcharge in the amount of.0035 of the origin&equipment cost to cover our credit risk
administrative oasts and other costs,as would be further described one letter from us to you and on which we may maks a profit.If you later provide evidence that you have obtained acceptable insurance.
we will cancel the insurance we obtained or cease charging the surcharge.
It INDEMNITY: We are not responsible for any loss or Injuries caused by the instaiatlon or use of the Equipment. You agree to hold us harmless and reimburse us for kiss and to defend us
against any claim for losses or injury caused by the Equipment. We mane the right to control the defense and to select or approve defense counsel. This IndemnIty survives the
expiration or termination of this Agreement.
9.TAXES AND FEES: You agree to pay when invoiced all taxes(including personal properly lax,fines and penalties)and fees relating to this Agreement or the Equipment You agree to(a)
reimburse us for all personal property taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual property
taxes to be assessed. If you do not have a 81.00 purchase option,we will Be all personal property,use or other tax returns and you agree to pay us a processing fee for making such firings. You
agree to pay us up to$75.00 on the date the feet payment is due as an origination fee. We reserve the right to charge a fee upon termination of this Agreement either by trade-up,buy-out or
default. Any fee charged under this Agreement may Include a profit and is subject to applicable taxes.
10.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THiS AGREEMENT. We may sell,assign,or transfer this Agreement and/or
the Equipment without notice. You agree that N we sal,assign,or transfer this Agreement and/or the Equipment.the new Lessor win have the sane rights and benefits that we have now and will
not have to perform any of our obligations. You agree that the rights of the new Lessor will not be subject to any claims,defenses,or set offs that you may have against us whether or not you are
notified of such assiprrrere.The cost of any Equipment,Software,services and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessor's assignees
will independently verify any such costs. Lessee's assignees will be providing funding based on the payment you have negotiated with Supplier. You are responsible for determining your
accounting treatment of the appropriate tax,legal,Mendel end accounting components of this Agreement.
11.DEFAULT AND REMEDIES:(a)If you do not pay any lease payment or other sum due(b)if you break any of your promises in the Agreement or any other Agreement with us or(c)it you,or any
guarantor of your obligations become insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced against you,you will be In default. it any part of a
payment is more than twee(3)days late,you agree to pay•tate charge of ten percent(10%)of the payment which is late or if less,the maximum charge allowed by law. If you are ever in default,
we may do any one or an of the following;(a)instruct Supplier to withhold service,parts and supplies end/or void the Customer One Guarantee;(b)terminate or cancel this Agreement and require
that you pay,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the sum or:(i)at past due and arrant Monthly Payments(or other periodic payments)and
charges;(i)the present value of as remaining Monthly Payments(or other periodic payments)end charges,discounted at the rate of lour percent(4%)per annum(or the lowest rate permitted by
law,whichever is higher);and(iii)the present value(a the same discount rate as specified in clause(N)above)of the amount of any purchase option with respect to the Equipment or,If none is
specified.our anticipated value of the Equipment at the end of the term of this Agreement(or say renewal thereof);and(C)require you to return the Equipment to us to a location designated by us
(and with respect to any Software,(i)immediately terminate your right to use the Software including the disabling(on-site or by remote communication)of any Software;(II)demand the immediate
return and obtain possession of the Software and re-license the Software at a public or private sale;and/or(iii)cause the Software supplier to terminate the Software Beene,support and other
services under the Software license).We may recover interest on any unpaid balance at the rate of four percent(4%)per annum but in no event more then the lawful maximum rate.We may also
use any of the remedies available to us under Article 2A of the Uniform Commercial Code as enacted in the State of Lessor or its Assignee or any other law. You agree to pay our reasonable coats
of collection and enforcement,including but not limited to attorney's fees and actual court costs relating to any claim arising under this Agreement including,but not limited to,any legal action or
referral for collection. If we have to take possession of the Equipment,you agree o pay the cost of repossession. The net proceeds of the sae of any repossessed Equipment will be credited
against what you owe us YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any deity or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a later time.All of our rights are cumulative,it is further agreed that
your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A(508-522)of the UCC.
12.UCC FILINGS:You grant us a security interest in the Equipment H this Agreement is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar
instrument in order to show our interest in the Equipment.
13.CONSENT TO LAW,JURISDICTION.AND VENUE:This Agreement shall be deemed fully executed and performed in the state of Lessor or Its Assignee's principal place of business and shall
be governed by and construed in accordance with its taws. M the Lessor or its Assignee shall bring any judicial proceeding in relation to any matter arising under the Agreement,the Customer
irrevocably agrees that any such mater may be adjudged or determined in any court or courts In the state of the Lessor or its Assignee's principal place of business.or in any court or courts in
Customets state of residence,or in any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably submits
. generally and unconditionally to the jurisdiction of any such court so elected by Lessor In relation to such matters. BOTH PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN US.
14.LESSEE GUARANTEE: You agree,upon our request,to submit the original of this Agreement and any Schedules to the Lessor via overnight courier the same day of the facsimile or other
electronic transmission of the signed Agreement end such schedules. Both parties agree that this Agreement and any schedules signed and submitted to us by facsimile or other electronic
transmission shall,upon execution by us(manually or electronically,as applicable),be binding upon the parties. You waive the right to challenge in court the authenticity of a faxed or other
eledrenlci8 1ransnt'ged signed copy of this Agreement and any schedule and agree that the faxed or other electronically-transmitted copy containing your faxed or other electronically-transmitted
sig atire and our manual or electronic signature shall be considered the sole original for all purposes,includi ng without limitation,any enforcement action under paragraph 11.
15. COMPUTER SOFTWARE: Not withstanding any other tems_and conditions of this Agreement,you agree that as to Software only:a)We have not had.do not have,nor will have any elk to such
Software,b)You have exaculed or wit execute a'sepMe software license Agreement end we we not a party to and have no responsbifiues whatsoever in regards to such license Agreement,c)You have
selected such Software and as per Agreement paragraph 4,WE MAKE NO WARRANTIES OF MERCHANTABILITY,DATA ACCURACY, SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE
ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION, OR OTHERWISE iN REGARDS TO SUCH SOFTWARE
CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS INNDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE
SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE.
jj'
KMPF0003-US 06/10/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013. Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
• The fifth (5th) sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth (8`h) sentence, subsection (a)is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this Lease,"
• The tenth(10")sentence which is all capitalized, is deleted.
6. LOCATION OF EQUIPMENT:
• The second (2nd)sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment, you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first(1")sentence is amended to read: "From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear,you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment,listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2nd) sentence, the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers"15"and"6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as,a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with "14. INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with "16. INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVERABILITY:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18.NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C. NON-APPROPRIATION:
• In Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty(30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section 5. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect.All handwritten, typed or"red-lined"additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta Premier Finance
✓ �,} City of Elgin p
By: /1(4J) C �/� -4a2t By Aiwa�Cl
/� e n K. Stegall
Title: Art .. ire Title:City Manager
Date: 11/6/13
/0/5///.5
KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No. between Konica Minolta Premiere Finance, Lessor
And City of Elgin , Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that (1) it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes;and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,stale or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make Its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement:or
(c)contest the existence and powers of you;nor is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and will be used for essential government purposes and will to be essential for the
tens of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1,200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrant(s)its governing body has
taken the necessary steps;induding any legal bid requirements,under applicable law to arrange for acquisition of the Equipment;the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted and remains in full force and effect.
C. NON APPROPRIATION: In the event you are in default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non-appropriation did not result from any act or failure to act of you;
3. You have exhausted all funds legally available for all payment due under the Agreement;and
4. There is no other legal procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your cbunsel verifying the same within ten(10)days thereafter;and(c)you do not directly or indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor,at your expense,Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments,if any;and/or sell,dispose of hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this gih day of November.2013.
LESSOR AC-CEPT'ANGE
/C$/ e • Konica Minolta Premier Finance '/�
e rc.� V 1 O� LESSOR SIGNATURE TITLE
I CUSTOMER ACEEPTVANC-E
•
11/6/13 City of Elgin ggi4 r/ 7" City Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862 w , 5r4M L.
FEDERAL TAX t.O.N PRINT NAME
24884- 10/02/2008
[Type text]
_ For office use only(Check one): ® Branch ❑Windsor ❑Windsor Commercial
APPLICATION NO. AGREEMENT NO. SCHEDULE NO.
_ Master Premier
KONICA MINOLTA Lease Schedule
CUSTOMER BILL - TO INFORMATION rs,y,uanc s<hc title,„„,,l v, ,Om/;h l,,i tor cad,buli,,g Inc„liar./
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG/ROOM/SUITE
150 Dexter Court 2nd Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER' FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A denye_d @cityofelgin.org 36-6005862
*By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or arttficial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INSTALLATION LOCATION r.s,Ii,,,'„r,° ,,,,,.,, tc(1 for cod?billing Location.)
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin Police Records
STREET ADDRESS/P.O.BOX BLDG/FLOOR/ROOM/SUITE
151 Douglas Avenue 1st Floor
CITY STATE ZIP CONTACT NAME
Elgin IL 60120 Lacey Roberts
PHONE NUMBER FAX NUMBER
(847)289-2685 N/A roberts_I @cityofelgin.org
MAKE/MODEL NO./ACCESSORIES SERIAL NO.
Bizhub 364E
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $114.10 Security Deposit$ $0
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE jfll;CJ)lJ..C( y( I�
01/11/2017 Konica Minolta Premier Finance C. ( / twC„or
DATED LESSOR SIGNATURE PRINT NAME
CUSTOMER ACCEPTANCE
01/11/2017 CITY OF ELGIN Richard G. Kozel
DATED FULL LEGAL NAME SIGNATURE/TITLE K 1 C a r a '. Kozel, PRINT NAME
24711 -01/11/2010 City Manager
For office use only(Check one): 0 Branch 0 Windsor ATTACHMENT A
Master Premier APPLICATION NUMBER AGREEMENT NUMBER t I'1 11
KONICA MINOLTA Lease Agreement
This Master Premier Lease Agreement('Agreement"is written In"Plain English-. The words you and your,refer to the customer(and its guarantors). The wads Lessor,we,us
and our,refer to Konica Minolta Premier Finance,a program of Konica Minolta Business Solutions U.S.A.,inc.,Its subsidiaries and affiliates.(Supplier)
CUSLTOMER(NEAR T(OrN .2
FULL LEGAL NAME STREET ADDRESS
City of Elgin 150 Dexter Court
CITY STATE ZIP PHONE' FAX
Elgin IL 60120 (847)931-5604
BILLING NAME(IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE ZiP E-MAIL
EQUIPMENT LOCATION(IF DIFFERENT FROM ABOVE)
151 Dourlas,455 Symphony Way, 100 Symphony Way,2 Slade Ave, 1900 Holmes Rd, 550 Summitt,650 Big Timber •
'fly providing•telephone number for•coffin ghee or other wireless device.you are moms*consenting In receiving coiamiriutian pa NON-marketing or aebdtalon purposes)at that number.Inducting.but not Smiled to,
prerecorded a aneidsa voice message cats,his messages,end can made by an aubrtulic telethons dieing system from lessor and its Metes and"prat.This Express Consent amen to with such telephone number that
you monde to us newer In the Anse and permits such cage.These rah and messages may Max access tees born your oiler provider.
CUSTO1VMER'ONE!GUARANTEE rJ
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The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or
www.kmbs.konicaminolta.us. CUSTOMER ONE GUARAiJTEE
1TERMS AND!CONDITIONS
' �
1.LEASE AGREEMENT:You agree to lease Irom us the personal property described under'MAKEIAi0DEUACCESSORES-and as modified by supplements to Ids Agreement bum lime to time eign.d by you
and us(suds property and any upgrades,reptecaments,repairs and addldo s referred to as`Equipment)for business purposes only.To the extent the Equipment includes Intangible property or assodated
se vices such as periodic software licenses and prepaid database subscription rights,such properly stall be referred to as the'Sanware'. You agree to all ci the tams and conditions contained in this Agreement
and any Schedule,which together are a complete statement of our Agreement regarding the fisted equipment CAgraamenrl and supersedes as other writings,comet icaticns.understandings,agreements,any
purchase order and any saatation doaxnents and related documents. This Agreement becomes valid upon execution by or for us.The Equipment is deemed accepted by you under this Agreement unless you
may us within agree(3)days of denary that You do not de apt the Equipment and specify to defect or malfunction.in that event,at our sole option,we or ar designee writ replace the detective item of Equipment
or this Agreement wd be canceled and we a as designee will repossess the Equipment You agree Met,upon our request,you will sign and deliver to us,a delivery and acceptance certificate confirming your
awparra at the Equipneri leased to you.The"Biting Date"of this Agreement we be the twentieth(IOO)day foilow4tg inslailaiian.You agree to pay a prorated amount of 1/30th of the monthly payment times the
number or days between the installation date and the Bung Date. This Agreement wIN continue from the Billing Data lot Ni.Tern shown and Mil be extended automaticaly for successive one(1)month terms
unless you(a)sad us written notice,between ninety(90)days and one hundred idly(150)days before the end of any tern,of your decision to return or purchase the Equipment or renew cis Lease or(b)you do
not modes*or return the Equipment,as specified in your notice,within tan(10)days alter the end of the term. Leases with$1.00 purchase options will not be renewed. The periodic renewal payment has been
set by mutual agreement and is not based on the cost of any component of this lease.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD.E THE ACTUAL
COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. It any provision of dis Agreement is dithered unenforceable in any Jurisdiction,to other provisions herein
that remain in fug fora and effect in that jurisdcton and all others. You authorize us to inset or Cared missing intonation on this lease indudng your proper legal name,serial numbers,other numbers
desafoirg the Equipment and other omitted factual matters. You agree to provide updated annual and/or quarterly financial statements to us upon request.You authorize us or our agent to obtain credit repots em
make meth Inquiries regarQng you and your financial condition and to provide your Information,inducting payment history,to our assignee or third pates having an economic interest N pis Agreement a to
2 RENT:Rent will be matte in irstainents,each in the amount of the Monthly Payment(or other periodic payment)shown plus any applicable sales,use and properly tax I we pay any lax on your behalf,you
agree to reimburse us promptly along with•processing g lee. Subsequent installments wit be payable on the first day of each rental payment period shown beginning after the NO rental payment period or as
otherwise agreed. We wit have the sight to apply as sans received from you to any amounts due and owed to us under the terms of this Agreement. Your obligation to make all Monthly Payments for other
periodic payment)hereunder Is absolute and unconditional and you cannot withhold or offset against any Monthly Payments(or other periodic payment)for any reason. You agree that you will remit
payments to us in the form of company checks(a personal Cedes in the case of sole proprietorships),direct debit or wires only. You also agree cash and cash equivalents are not acceptable forms of payment for
this Agreement and that you will not remit such forms of payment to us.WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS
AGREEMENT OR UNDER A SCHEDULE RESULT IN AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW.THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO
AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU.IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE
LEGAL AMOUNT.
(Continued on back)
THIS IS A NONCANCELABLE!IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
LESSORy ``
CCE iryt,N E�" s" "S, `w FPeAa fYh� `.�-f ►''�i�
Konica Minolta Premier Finance . .11 ' A{t w ✓io (0 ( /,3
LESSOR AUTHORIZED S ER TITLE DATED
CUSTOMER AGGEf?T,ANGE• r : ";" �` + �- : te •
City of Elgin is�w/'l1‘ / November 6, 2013
FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED S ER DATED
36-6005862 Sean R. Stegall City Manager
FEDERAL TAX I.D.N PRINT NAME TITLE
To metre t weevers Sys the Meier n tenenma ant money meded athletes.Federal taw nacres ao anemia Is iNNom to Muth veay and recd eromeabn to identifies each town wbo opens en account.whar this memm is,Mon yet
open
IS"comfit,we we it to pm rave.steers end ether wrap even nut wit Mow es to IdenISY you;we may mho ask to see Iterating deepens.
See fivers*f lee to additional tern and conditions.
KMPF0003—US 06/10/13
3.OWNERSHIP OF EQUIPMENT:We are the Lessor of the Equipment end have sole Idle(unless you have a 51.00 purchase option)to the Equipment(excluding software). You agree to keep the Equpmen
tree and deer of all bens and claims.
4.WARRANTY DISCLAIMER:WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS4S".You acknowledge that none of Supplier or their representatives are our agents
and none of them are authorized to modify the terms of this Agreement. No representation or warranty of Supplier with respect to the Equipment will bind us,nor will any breach thereof relieve you
orrery of your obligations hereunder. You are aware of the name of the manufacturer or supplier of each kern of Equipment and you will coded the manufacturer or supplier fora description of your
warranty rights. You hereby acknowledge and confirm that you have not received any tax,financial,accounting or legal advice from us,the manufacturer or Supplier of the Equipment. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee is a separate and Independent obligation of
Supplier to you,that no assignee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to setoff,
withholding,reduction,counterclaim or defense for any reason whatsoever Including,without limitation,any claim you may have against Supplier with respect to the Customer One
Guarantee. •
5.LOCATION OF EQUIPMENT:You will keep and use the Equipment only at your address shown above and you agree not to move it unless we agree to it. At the end of the Agreements tern,It
you do not purchase the Equipment,you will return the Equipment to a location we specify at your expense,In retail resaleable condition(normal wear and tear acceptable),full working order,and in
complete repair.
6.LOSS OR DAMAGE You are responsible for the risk of loss or for any destruction of or damage to the Equipment. No such loss or damage relieves you from the payment obligations under this
Agreement. You agree to promptly notify us in vatting of any loss or damage and you will then pay to us the present value of the total of all unpaid Monthly Payments(or other periodic payments
shown)for the full Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,all discounted at four percent(4%)per year. Any proceeds of
insurance will be paid to us and credited,at our option,against any loss or damage. You authorize us to sign on your behalf and appoint us as your attorney in fact to execute in your name any
insurance drafts or checks issued due to loss or damage to the Equipment.
7.COLLATERAL PROTECTION AND INSURANCE: You are responsible for installing and keeping the Equipment in good working order.Except for ordinary wear and tear,you are responsible for
protecting the Equipment from damage and loss of any kind.If the Equipment is damaged or lost,you agree to continue to pay the amounts due and to become due hereunder without setoff or
defense.During the term of this Agreement,you agree that you will(1)insure the equipment against all toss or damage naming us as loss payee;(2)obtain liability and third party property damage
insurance naming us as an additional insured;and(3)deliver satisfactory evidence of such coverage with carriers, policy forms and amounts acceptable to us.All policies must provide that we be
given thirty(30)days written notice of any material change or cancellation.H you do not provide evidence of acceptable insurance,we have the right,but no obligation.(a)to obtain insurance
coveting our Interest(and only our interest)In the Equipment for the lease term,and renewals.Any Insurance we obtain will not insure you against third party or liability claims and may be cancelled
by us at any time.In that event you wig be required to pay us an additional amount each month for the insurance premium and an administrative fee.The cost may be more than the cost of obtaining
of coverage and with dii ns or,(b)we may waive the insurance requitement end profit
harge you•monthly property damage surcharge in the amount of cooperate an rii our harm and our spent in the credit oripinat equipment cost to cover our oreda risk
administrative costs and other costs,as would be further described one letter iron us to you and on which we may make a profs.If you later provide evidence that you have obtained acceptable insurance.
we will cancel the Insurance we obtained or cease charging the surcharge.
I.INDEMNITY: We are not responsible for any loss or Injuries caused by the installation or use of the Equipment. You agree to hold us harmless end reimburse us for loss and to defend us
against any claim for losses or injury caused by the Equipment. We reserve the right to control the defense and to select or approve defense counsel. This indemnity survives the
expiration or termination of this Agreement
a.TAXES AND FEES: You agree to pay when Invoiced all taxes(including personal property tax,fines and penalties)and fees relating to this Agreement or the Equipment. You agree to(a)
reimburse us for all personal property taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual properly
taxes to be assessed. If you do not have a 111.00 purchase option,we will Me all personal property,use or other tax returns and you agree to pay us a processing fee for mitring such kings. You
agree to pay us up to 575.00 on the date the first payment is due as en origination fee. We reserve the right to charge a fee upon termination of this Agreemerd either by trade-up,buy-out or
default. Arty fee charged under this Agreement may include a profit and is subject to applicable taxes.
10.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT. We may sell,assign,or transfer this Agreement and/or
the Equipment without notice. You agree that M we sell,assign,or transfer this Aereenant and/or the Equipment.the new Lessor wit have the same rights and benefits that we have now and will
not have to perform any of our obligations. You agree that the right'of the new Lessor will not be subject to any claims,defenses,or set offs that you may have against us whether or not you are
ratified of such assignment.The cost of any Equipment,Software,services and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessors assignees
will independently verify any such costs. Lessee's assignees wilt be providing Iwdlg based on the payment you have negotiated with Supplier. You are responsible for determining your
accounting Vestment of the appropriate tax,legal,financial cial e d accounting components of this Agreement
11.DEFAULT AND REMEDIES:(a)If you do not pay any lease payment or other sum due(b)if you break any of your promises in the Agreement or any other Agreement with us aid If you,or any
guarantor of your obligations become insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced against you,you will be In default. If any pat of a
payment is more than three(3)days late,you agree to pay a late charge of ten percent(10%)of the payment%Mich is late or if less,the maximum charge allowed by law. H you are ever in default
we may do any one or an of the following;(a)instruct Supplier to withhold service,parts and supplies and I or void the Customer One Guarantee;(b)terminate or cancel this Agreement and require
that you pay,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the sum of:(i)all past due and current Monthly Payments(or other periodic payments)and
charges;(Ii)the present value of all remaining Monthly Payments(or other periodic payments)end charges,discounted at the rate of lour percent(4%)per annum(or the lowest rate permitted by
law,whichever is higher);and(lit)the present value(at the same discount rate as specified in clause(I)above)of the amount of any pur hose option with respect to the Equipment or,If none is
spect5ed,our anticipated value of the Equipment at the end of the term of this Agreement(or any renewal thereof);and(c)require you to return the Equipment to us to a location designated by us
(and with respect to any Software,(i)immediately terminate your right to use the Software including the disabling(on-site or by remote camnunication)of any Software;(II)demand the immediate
return and obtain possession of the Software and re-license the Software at a pubic or private sale;and/or(iii)cause the Software supplier to terminate the S011ware license,support and other
services under the Software license).We may recover interest on any unpaid balance at the rate of four percent(4%)per annum but In no event more than the lawful maximum rate.We may also
use any of the remedies available to us under Article 2A of the Uniform Commercial Code as enacted in the State of Lessor or its Assignee or any other law. You agree to pay our reasonable costs
of collection and enforcement,including but not limited to tttmrrttya fees and*dual cart costs relating to any claim arising under this Agreement Including,but not Untied to,any legal action or
referral for collection. If we have to take possession of the Equipment,you agree to pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment will be credited
against whal you owe us YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a titer time.AN of our rights are cumulative.It Is further agreed that
your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights wrier Article 2A(505.522)of the UCC.
12.UCC FILINGS:You grant us a security interest in the Equipment H this Agreement Is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar
instrument in order to show our interest in the Equipment.
13.CONSENT TO LAW,JURISDICTION,AND VENUE:This Agreement shalt be deemed fully executed and performed in the state of Lessor or its Assignee's principal place of business and shall
be governed by and construed it accordance with its taws. If the Lessor or its Assignee shall bring any judicial proceeding in relation to any matter arising under the Agreement,the Customer
irrevocably agrees that any such meter may be adjudged or determined in any coral or courts in the state of the Lessor or its Assignee's principal place of business,or in any court or courts in
Customer's state of residence,or in any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably subm its
. generally and unconditionally to the jurisdiction of any such court so elected by Lessor in relation to such matters. BOTH PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN US.
14.LESSEE GUARANTEE: You agree,upon our request,to submit the original of this Agreement and any Schedules to the Lessor via overnight courier the same day of the facsimile or other
electronic transmission ission of the signed Agreement and such schedules. Both parties agree that this Agreement and any schedules signed and submitted to us by facsimile or other electronic
transmission shall,upon execution by us(manuely or electronically,as applicable),be binding upon the parlies. You waive the right to chatienge in court the authenticity of a faxed or other
eledralcally;trarsntted signed copy of this Agreement and any schedule and agree that the faxed or other electronically-transmitted copy containing your faxed or other electronically-transmitted
signatire and our manual or electronic signature that be considered the sole original for all purposes,including without limitation,any enforcement action under paragraph 11.
15. COMPUTER SOFTWARE: Not withstanding any other terms;and conditions of this Agreement,you agree that as to Software only:a)We have not had,do not have,nor will have any bile to such
Sohware,b)You have executed or will execute if separate software license Agreement and we we not a party to end have no res birdies whatsoever in
selected such Software and as p regards N to such fTNES Agreement,
FO l US c)You have
per Agreement paragraph 4,WE MAKE NO WARRANTIES OF MERCHANTABILITY,DATA ACCURACY, SYSTEM INTEGRATION OR FRNESS FOR USE AND TAKE
ABSOLUTELY NO RESPONSa1LITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE.
CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS ImNDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE
SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE.
KMPF0003-US 06/10/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier Lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013. Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
• The fifth (5'h) sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth (8h) sentence, subsection (a) is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this Lease,"
• The tenth(10`h)sentence which is all capitalized, is deleted.
6. LOCATION OF EQUIPMENT:
• The second (2nd)sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment, you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first(1")sentence is amended to read: "From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear, you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment,listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2n0) sentence, the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers"15"and"6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as, a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with "14. INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with "16. INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVERABILITY:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18. NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C.NON-APPROPRIATION:
• in Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty(30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section 5. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect.All handwritten,typed or"red-lined"additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta ePremier Finance City of Elgin
By: f ff
'/� Se n H. Stegall
Title: At i a Y e Title:City Manager
Date: 11/6/13
/0/50 .
KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No. between Konica Minolta Premiere Finance, Lessor
And City of Elgin Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that(1) it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes;and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,stale or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement;or
(c)contest the existence and powers of you;nor is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and will be used for essential government purposes and will to be essential for the
term of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1,200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrant(s)its governing body has
taken the necessary steps;including any legal bid requirements,under applicable law to arrange for acquisition of the Equipment;the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted and remains in full force and effect.
C. NON APPROPRIATION: In the event you are in default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non-appropriation did not result from any act or failure to act of you;
3. You have exhausted all funds legally available for all payment due under the Agreement;and
4. There is no other legal procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your counsel verifying the same within ten(10)days thereafter;and(c)you do not directly or indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor,at your expense,Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments,If any;and/or sell,dispose of;hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this Mb day of November,2013.
I LESSOR AGCEPT'ANGE • I
.? s� ':.:i:.
�G$� • Konica Minolta Premier Finance I c , VP
O� LESSOR SIGNATURE Ark,
I CUSTOMER AGOEPAANC-E
City ��nn
11/6/13 Y of Elgin 9 ' �• 4WIrr City Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862 , 5r1
FEDERAL TAX 1.O1/ PRINT NAME
24884- 10/02/2008
[Type text]
_ For office use only(Check one): ® Branch ❑Windsor ❑Windsor Commercial
APPLICATION NO. AGREEMENT NO. SCHEDULE NO.
_ Master Premier
KONICA MINOLTA Lease Schedule
CUSTOMER BILL - TO INFORMATION/S,purumsc/raln(cs mn,l he runt pAtrd Jareach billiir�locution./
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG/ROOM/SUITE
150 Dexter Court 2nd Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER' FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A denye_d @cityofelgin.org 36-6005862
*By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INSTALLATION LOCATION(.Sr) I/U/ cc/I Il(/ c nnr<l br ronl/!I lCrl lar C(11'11 ll billing loculion.I
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin P&R Admin
STREET ADDRESS/P.O.BOX BLDG/FLOOR/ROOM/SUITE
100 Symphony Way Upper Level
CITY STATE ZIP CONTACT NAME
Elgin IL 60120 Verdelle Corn
PHONE NUMBER FAX NUMBER
(847)931-6126 N/A corn_v@cityofelgin.org
MAKE/MODEL NO./ACCESSORIES SERIAL NO.
Bizhub 554E
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $139.66 Security Deposit$ $0
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE
01/11/2017 Konica Minolta Premier Finance I _ /4;c4 6..e (. 11 3dN
DATED LESSOR SIGNATURE PRINT NAME
CUSTOMER ACCEPTANCE
X
01/11/2017 CITY OF ELGIN ^ Z-1(-hard (:_ Koza1
DATED FULL LEGAL NAME SIGNATURE/TITLE Ki cha o zal, PRINT NAME
24711 -01/11/2010 City Manager
For office use only(Check one): 0 Branch 0 Windsor
ATTACHMENT A
APPLICATION NUMBER AGREEMENT NUMBER L Iq 11�I
Master Premer
i
ItONICA MINOLTA Lease Agreement
This Master Premier Lease Agreement('Agreement')is written in"Plain English". The words you and your,refer to the Customer(and its guarantors). The words Lessor,we,us
and our,refer to Kooks Minolta Premier Finance,a program of Konica Minolta Business Solutions U.S.A.,Inc.,Its subsidiaries and affiliates.(Supplier)
e GUSjOMER 1NFQRNAnT10N_ : T ? ` ,:: ..�'- - i ;-, .. i '" = :s;�. .,
.
FULL LEGAL NAME STREET ADDRESS
City of Elgin 150 Dexter Court
CITY STATE ZIP PHONE' FAX
Elgin IL 60120 (847)931-5604
BILLING NAME(IF DEFERENT FROM ABOVE) BILLING STREET ADDRESS
COY STATE ZIP E-MAIL
EQUIPMENT LOCATION(IF DIFFERENT FROM ABOVEI
151 Dourlas,455 Symphony Way, 100 Symphony Way,2 Slade Ave, 1900 Holmes Rd, 550 Summit!,650 Big Timber
•9y ptotidrq•telephone number for•cellular pone or other wkalen device.you are mossy consenting to receiving c srnalacioro poi HON•markstire or seacltaed%purposes)at that number.rajasa.but not lulled to.
prenn:orded or made voice message Ws,led messages.and Pte made by an automatic telephone Slang system from Lessor and its aSUistes and agents.This Express Consent apples to aadh such telephone number del
you pnovee to us now or Mahe Anse and pandas such cabs.These nos and messages may incur access teas born your ashler provider. `_$y'
GUSTOMrF.R.ONE GUARANTEE La,._, «..:i')u_.e. ,.1 ..._ .. ,.. _.,r ._. --- -._
The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or ii0"""""'01r''
www.kmbs.konicaminolta.us. CUSTOMER ONE GUARANTEE
TERMS'4ND:CONDITIONS;',H.:22,-(_,,,,E.i' 'r._ ._._ ; 5 ?{ ,i _. r !_ i,• .'tn. „r ,-,T;c 11.15 .Cr!. i
I.LEASE AGREEMENT:You agree to lease from us the persons*progeny described larder"MAXERAODEUACCESSORIES'and as modified by supplements to this Ag eamtM from time to time signed by you
and us Mach property and any Upgrades.repisoamuNs,repairs and additions referred to as"Equipment-)for business purposes only.To the ardent the Equipment includes Intangible property or assowted
services such as periodic software licenses and prepaid database subscription rights,such property shell be referred to as the'Software'. You agree to all of the terms and conditions contained M this Agreement
and any Schedule,mail together are a complete statement of our Agreement regarding the fated equipment(*Agreement)and supersedes all other writings,communications,understandings,agreements,arty
pterdase order end any solicitation documents end related doaanents. This Agreement becomes valid upon axeastion by or for us.The Equipment is deemed accepted by you under this Agreement unless you
notify us within three(3)days of delivery that you do not accept she Equipment and specify the defect or malfundbn.In that event,at our sole option,we or our designee will replace as defective Item of Egtipmerd
or Ills Agreement will be canceled and we a our designee will repossess the Equipment You agree that,upon as request,you evil sign and deliver to us,•delivery and acceptance certificate confirming your
ancemence of to Equipment teased to you.The'aarg Detect ems Agreement wit be the twentieth(20th)day following installation.You agree to pay a prorated amoral of 1130th of the monthly payment tines the
number of days between the installation date and the Bang Data This Agreement we continue from Sue BEi ng Data for the Tern shown and MI be extended automatically for successive one(1)month terms
unless you(a)send us suntan notice,between ninety 190)days and one handed try(150)days before the end of any teams of your decision to return or purchase the Equipment or renew this Lease or(b)you do
not caches*or return the Equipment.as specified in your notice,within fen(10)days after the end of the arm. Leases with 31.00 purchase options wi l not be renewed. The periodic renewal payment has been
set by mutual agreement and IS not based on the oat of any component of this lease.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,IF THE ACTUAL
COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. If any provision of this Agreement is declared unenforceable in any jurisdiction Cr other provisions twain
shat remain in Ail force and effect M that jurisdiction and M others. You authorize us to Ibsen or correct missing Information on this tease indudirg your proper legal bane,scat raanlers,other numbers
descibhg the Equipment and other omitted tactual matters. You agree to provide updated annual'miler quarterly financial statements to us upon request You authorize us or our awl M obtain credit reports end
mele credit inquiries regaining you and your financial condition and to',revile your IMmnation,iraduting payment history,to ow assignee or thud parties having art economic Interest In tits Agreement or she
Equipment.
2.RENT:Rent wall be payable in installments,each in the amount of the Monthly Payment(or other periodic payment)shown plus any applicable sales,use and property tax. If we pay arty tax on your behalf,you
agree to reimburse us promptly along with a processing g fee. Subsequent instalments WI be payable on to first day of each renal payrnant period ahOerm beginning after the tint rental payment period or as
otherwise agreed. We will have the right to apply all sums received from you to any amounts due and owed to us under the terms of this Agreement Your obligation to make all Monthly Payments for ether
periodic payment)hereunder Is absolute and unconditional and you cannot withhold or offset against any Monthly Payments(or other periodic payment)for any reason. You agree that you Cull remit
payments to us in the font of company checks(or personal checks in the case of sole proprietorships),direct debit or was only. You also agree cash and cash equivalents are not acceptable forams of payment for
Via Agreement and that you will not remit such forms of payment to us.WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS
AGREEMENT OR UNDER A SCHEDULE RESULT of AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW,THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO
AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU.IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE
LEGAL AMOUNT.
(Continued on beck)
THIS IS A NONCANCELABLE/IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
y.----....,,,.r... ., -i.a X. n .w•S •r -:.`7f 7r'LTi i
L.ESSOR GGE_/2 ANGE j ': .6 ,dir"rd� '''...V4•1: :-
Konica Minolta Premier Finance . .f C.- p'•' A ✓p t O r( /3
LESSOR AUTHORIZED SI ER TITLE DATED
GU M
SITOER AGGE PTA NCE' ' -;x ;,• ',L `-X;i s r •` s'41;k"' .•
. . , /,�g/f 1 /..
City of Elgin x ( is�,�ir+�/flue' I November 6, 2013
FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED S.. ER DATED
36-6005862 Sean R. Stegall City Manager
FEDERAL TAX I.D.5 PRINT NAME TITLE
To aapwe Ooremmere NO the bawdy el Wen=and money ewde6p edHAles.Fated Law requires al Gender Mtitmbre to ocean,vaay and word irdenation ehet Mantras don person Mho open en eocoum.Mmes ahb means is.hewn you
0055 p meet.wt wa ask for your dna.Wins and ether M onssio s that ea Sow vs to kiddy you;we may also pit to see IOeneyMe detwwms.
See wane etch ter additional terms ant tendtaons.
KMPF0003—US 06110113
3.OWNERSHIP OF EQUIPMENT:We are the Lessor of the Equipment and have sole title(uNess you have a 51.00 purchase option)to the Equipment(exdmdirg software). You area to keep the Equipment
tree and deer of ell tens and claims.
4.WARRANTY DISCLAIMER:WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS4S".You acknowledge that none of Supplier or their representatives are our agents
and none of them Sr.authorized to modify the terms of this Agreement. No representation or warranty of Supplier with respect to the Equipment will bind us,nor will any breach thereof relieve you
of arty of your obligations hereunder. You are were of the name of the manufacturer or supplier of each kern of Equipment end you will contact the manufacturer or supplier fore description of your
warranty rights. You hereby acknowledge and confirm that you have not received any tax,financial,accounting or legal advice from us.the manufacturer or Supplier of the Equipment. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee is a separate and Independent obligation of
Supplier to you,that no assignee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under title Agreement are not subject to setoff,
withholding,reduction,counterclaim or defense for any reason whatsoever Including,without limitation,any claim you may have against Supplier with respect to the Customer One
Guarantee.
•
5.LOCATION OF EQUIPMENT:You will keep and use the Equipment only at your address shown above and you agree not to move N unless we agree to it. Al the end of the Agreement's term,If
you do not purchase the Equipment,you will return the Equipment to a location we specify at your expense,In retail resaleable condition(normal wear and tear acceptable),full working order,and in
complete repair.
6.LOSS OR DAMAGE:You are responsible for the risk of loss or for any destruction of or damage to the Equipment. No such loss or damage relieves you from the payment obligations under this
Agreement. You agree to promptly notify us in writing of any loss or damage and you will then pay to us the present value of the total of all unpaid Monthly Payments(or other periodic payments
shown)for the full Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,all discounted at four percent(4%)per year. Any proceeds of
insurance will be paid to us and credited,at our option,against any loss or damage. You authorize us to sign on your behalf and appoint us as your attorney in fad to execute in your name any
insurance drafts or checks issued due to loss or damage to the Equipment.
7.COLLATERAL PROTECTION AND INSURANCE: You are responsible for installiig and keeping the Equipment in good working order.Except for ordinary wear and tear,you are responsible for
protecting the Equipment from damage and loss of any kind.If the Equipment is damaged or lost,you agree to continue to pay the amounts due and to become due hereunder without setoff or
defense.During the term of this Agreement,you agree that you will(1)insure the equipment against all loss or damage naming us as loss payee;(2)obtain liability and third party properly damage
insurance naming us as an additional insured;end(3)delver satisfactory evidence of such coverage with carriers, policy forms and amounts acceptable to us.All policies must provide that we be
given thirty(30)days written notice of any material change or cancellation.II you do not provide evidence of acceptable insurance,we have the right,but no obligation,(a)to obtain insurance
covering our Interest(and only our interest)In the Equipment for the lease term,and renewals.Any insurance we obtain will not insure you against third party or liability claims and may be canceled
by us at any time.In that event you will be required to pay us an additional amount each month for the insurance premium and an administrative fee.The cost may be more than the cost of obtaining
your own insurance.You agree that we,or one of our affiliates,may make a profit in connection with the Insurance we obtain.You agree to cooperate wah us,our insurer and our agent in the placement
of coverage and with taints or,(b)we may waive the insurance requirement and charge you a monthly property damage surcharge in the amount of.0035 of the original equipment cost to cover our Greta nsk
administrative costs and other costs,as would be further described on a letter from us to you end on which we may make a profit.If you later provide evidence that you have obtained acceptable insurance.
we will rancel the insurance we obtained or cease charging the surcharge.
5.INDEMNITY: We are not responsible for any loss or injuries caused by the installation or use of the Equipment. You agree to hold us harmless end reimburse us for loss and to defend us
against any claim for losses or injury caused by the Equipment. We reserve the right to control the defense and to select or approve defense counsel. Thls Indemnity survives the
expiration or termination of this Agreement
9.TAXES AND FEES: You agree to pay when invoiced all taxes(including personal property tax,fines and penalties)end fees relating to this Agreement or the Equipment You agree to(a)
reimburse us for all personal property taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual property
taxes to be assessed. If you do not have a 51.00 purchase option,we will file all personal property,use or other tax returns and you agree to pay us e processing fee for making such filings. You
agree to pay us up to$75.00 on the date the fast payment is due as an origination fee. We reserve the right to charge a fee upon lamination of this Agreement either by trade•up,buy-out or
default.Any fee charged under this Agreement may include a profii and Is subject to applicable taxes.
10.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT. We may set,assign,or transfer this Agreement and/or
the Equipment without notice. You agree that If we sell,assign,or transfer this Agreement and/or the Equipment,the new Lessor will have the same rights and benefits that we have now and will
not have to perform any of our obligations. You agree that the rights of the new Lessor will not be subject to any skims,defenses,or set offs that you may have against us whether or not you are
notified of such assignment.The cost of arty Equipment,Software,services and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessor's assignees
will independently verify any such costs. Lessee's assignees will be providing funding based on the payment you have negotiated with Supplier. You are resporsIble for determining your
accounting treatment of the appropriate tax,legal,fenenGa end accounting components of this Agreement
•
11.DEFAULT AND REMEDIES:(a)If you do not pay any base payment or other sum due(b)N you break any of your promises in the Agreement or any other Agreement with us or(c)N you,or any
guarantor of your obligations become insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced against you,you will be in default. If any par of a
payment is more than three(3)days late,you agree to pay state charge of ten percent(10%)of the payment which is late or if less,the maximum charge allowed by law. If you am ever in default.
we may do any one or all of the following;(a)instruct Supplier to withhold service,parts and supplies and/or void the Customer One Guarantee;(b)terminate or cancel this Agreement and require
that you pay,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the aunt of:(i)all past due and curet Monthly Payments(or other periodic payments)and
charges;(t)the present value of all remaining Monthly Payments(or other periodic payments)end charges,discounted at the rate of four percent(4%)per annum(or the lowest rate permitted by
law,whichaver is higher):and(iii)the present value(a the same discount rate as specified in dame(I)above)of the amount of any purchase option with respect to the Equipment or,N none is
specified,our anticipated value of the Equipment at the end of the term of this Agreement(or any renewal thereof);and(c)require you to return the Equipment 10 us to a location designated by us
(and with respect to any Software,(i)immediately terminate your right to use the Software including the disabling(on-sib or by remote communication)of any Software;(II)demand the immediate
return and obtain possession of the Software and re-license the Software at a pubic or private sale;and/or(iii)cause the Software supplier to terminate the Software Oconee,support and other
services under the Software license).We may recover interest on any unpaid balance at the rate of four percent(4%)per annum but in no event more than the lawful maximum rate.We may also
use any of the remedies available to us under Article 2A of the Uniform Commercial Code as enacted in the State of Lessor or its Assignee or any other law. You agree to pay our reasonable costs
of collection and enforcement,Including but not Smiled to attorneys fees and actual court costs relating to any drat arising under this Agreement including.but not limited to,any legal action or
referral for collection. If we have to take possession of the Equipment,you agree to pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment will be credited
against what you owe us YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a later time.Alt of our rights are cumulative.It is further agreed that
your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A(505.522)of the UCC,
12.UCC FILINGS:You grant us a security interest in the Equipment N this Agreement is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar
instrument in order to show our Interest in the Equipment.
13.CONSENT TO LAW.JURISDICTION,AND VENUE:This Agreement shall be deemed fully executed and performed in the slate of Lessor or its Assignee's principal place of business and shall
be governed by and construed in accordance with its laws. If the Lessor or its Assignee shall bring any judicial proceeding in relation to any matter arising under the Agreement,the Customer
irrevocably agrees that any such matter may be adjudged or determined in any cart or courts in the state of the Lessor or its Assignee's principal place of business,or in any court or courts in
Customer's state of residence,or In any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably submits
. generally and unconditionally to the jurisdiction of any such court so elected by Lessor In relation to such matters. BOTH PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN US.
14.LESSEE GUARANTEE: You agree,upon our request,to submit the original of this Agreement and any Schedules to the Lessor via overnight courier the same day of the facsimile or other
electronic transmission of the signed Agreement and such schedules. Both parties agree that this Agreement and any schedules signed and submitted to us by facsimile or other electronic
transmission shall,upon execution by us(manually or electronically,as applicable),be binding upon the paAks. You waive the right to challenge in court the authenticity of a faxed or other
eleWOnicahr;tre smitled signed copy of this Agreement and any schedule and agree that the faxed or other electronically-transmitted copy containing your faxed or other electronically-transmitted
signature and our manual or electronic signature shall be considered the sole original for all purposes,Including without limitation,any enforcement action under paragraph 11.
1S. COMPUTER SOFTWARE: Not withstanding any other ter s..and conditions of this Agreement,you agree that as to Software only:a)We have not had,do not have,nor will have any hie to such
Software,b)You have executed or will eteorle a'separate software Scares Agreement and we are not a party to and have no responsibilities whatsoever in regards to such license Agreement,c)You have
selected such Software and as per Agreement paragraph 4,WE MAKE NO WARRANTIES OF MERCHANTABILITY,DATA ACCURACY, SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE
ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE
CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS INSIDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE
SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY Of THE SOFTWARE.
•
�1
KMPF0003-US 06110/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013. Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
• The fifth (5th) sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth (8th) sentence, subsection (a)is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this lease,"
• The tenth(10th)sentence which is all capitalized,is deleted.
6. LOCATION OF EQUIPMENT:
• The second (2nd)sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment, you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first(1")sentence is amended to read: "From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear,you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment,listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2nd) sentence, the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers "15"and"6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as,a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with "14. INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with "16. INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVERABILITY:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18.NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C.NON-APPROPRIATION:
• in Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty(30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section 5. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect. All handwritten,typed or"red-lined"additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta Premier Finance ,�j� City of Elgin /f II,By: d L` .4 ���I''"'"" By&�. ,,� fit
/� Se n K. Stegall
Title: A r, a V P Title:City Manager
Date: 11/6/13
/OA///.5 .
KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No. between Konica Minolta Premiere Finance, Lessor
And City of Elgin , Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that (1) it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes;and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,stale or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make Its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement:or
(c)contest the existence and powers of you;nor is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and well be used for essential government purposes and will to be essential for the
term of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1,200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrant(s)its governing body has
taken the necessary steps;including any legal bid requirements,under applicable law to arrange for acquisition of the Equipment;the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted and remains in full force and effect.
C. NON APPROPRIATION: In the event you are In default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non-appropriation did not result from any act or failure to act of you;
3. You have exhausted all funds legally available for all payment due under the Agreement;and
4. There is no other legal procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your counsel verifying the same within ten(10)days thereafter;and(c)you do not directly or indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor,at your expense,Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments,if any;and/or sell,dispose of hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this§!h_day of November.2013.
I LESSOR ACCEPTANGE :-�• , ,
/C 3/ 3 � Konica Minolta Premier Finance C , Ark.,
/ � � lr�
O LESSOR SIGNATURE TITLE
LCUSTOMER AC-C^EPTtANCE
11/6/13 City of Elgin r,/1,0('
,/1 T ii� CCity Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862 f 41 . 5r`4 (.
FEDERAL TAX 1.O.M PRINT NAME
24884-10/02/2008
[Type text]
AIIIIIIL For office use only(Check one): ®Branch ❑Windsor ❑Windsor Commercial
MOW Master Premier APPLICATION NO. AGREEMENT NO. SCHEDULE NO.
KONICA MINOLTA Lease Schedule
CUSTOMER BILL - TO INFORMATION l.Sr/>urru< sch<dlilrs nuc,l I,r rrnnpl,v,rl lrir crrrh lorwiun.l
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG I ROOM/SUITE
150 Dexter Court 2nd Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER' FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A denye_d @cityofelgin.org 36-6005862
By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INSTALLATION ,chi A/c,nuccr bc(H/ii/>1,1, l/a rra h blldirl�l<,c�ruurt./
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin Fitness Center
STREET ADDRESS/P.O.BOX BLDG/FLOOR/ROOM/SUITE
100 Symphony Way Upper Level
CITY STATE ZIP CONTACT NAME
Elgin IL 60120 Eddy Hernandez
PHONE NUMBER FAX NUMBER
(847)531-7018 N/A Hernandez_e @cityofelgin.org
MAKE/MODEL NO./ACCESSORIES SERIAL NO.
Bizhub 364E
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $105.12 Security Deposit$ $0
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE
01/11/2017 Konica Minolta Premier Finance C� • /t;c�0.t t:
DATED LESSOR I GNATURE PRINT NAME
CUSTOMER ACCEPTANCE
01/11/2017 CITY OF ELGIN X A44(di �� Richard g. Kozal
DATED FULL LEGAL NAME SIGNATURE/TITLE Richard G. Kozal, PRINT NAME
24711 -01/11/2010 City Manager
For office use only(Check one): 0 Branch 0 Windsor ATTACHMENT A
Master Premier APPLICATION NUMBER AGREEMENT NUMBER s IHill
KONICA MINOLTA Lease Agreement
l •
This Master Premier Lease Agreement('Agreement')is written In"Plain English-. The words you and your,refer to the customer(and Its guarantors). The words Lessor,we,us
and our,refer to Konica Minolta Premier Finance,a program of Konica Minolta Business Solutions U.S.A.,Inc.,Its subsidiaries and
` • andaffliates.(Supplier)
r'• 4x ft,; a-. .3 : .a r. 4
*,_• -
GUSTOMER
FULL LEGAL NAME STREET ADDRESS
City of Elgin 150 Dexter Court
CITY STATE ZIP PHONE' FAX
Esin IL 60120 847 931-5604
BILLING NAME(IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE ZIP E-MAIL
EQUIPMENT LOCATION(IF DIFFERENT FROM ABOVE)
151 Dourlas,455 Symphony Way, 100 Symphony Way, 2 Slade Ave, 1900 Holmes Rd, 550 Summitt,650 Big Timber •
'By providnp•telephone number for a aalar phone or Cater wireless device.you era expressly consenting to rushing communications(for,IONmentetlng or sdeaatien samosas)at that number,iYAlag,but not Weed es.
prerecorded or anincial voice message ats,ten messages,and calls made by an automatic telephone dieing system from Lessor and its abates and soma.This Express Consent applies to each such telephone number that
you provide a us newer In ew Afore and permits such C .These Ws and messages may incur access fees born your oluler provider.
r e.i t e � .•.•. ._ _. . x'°.. ^ice rr �._ - -'I'., h.�` + - ...a�
CUSTOMER ONE_ GUARANTEE - ✓� � > ..,_ -
'US Jh f.. _n..C.'. - .•.e�.c_ia�:i�. - �..t.. :SSE..it'56�_ -t. ,
The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or
www.kmbs.konicaminolta.us. CUSTOMER ONE GUARANTEE
TERMS?AND:CONDITIONS
• :,_r 7x • t s „%T i<;cl r;- rr is r” l • •
1.LEASE AGREEMENT:You agree to lease horn us the personal property described Leder MAKEAAODEUACCESSORES'and as modified by slgptemaMs to gds Agreement from time to time signed by you
and us(arch property and any upgrades.r pkeanata,repairs and addlione referred to as'Equ fpmenr)for business purposes only.To the extent the Equipment includes inlanglble property or associated
services such as periodic software Icerses and prepaid database subscription rights,such property shell be referred to as the'Scllware'. You agree to et of the tans and conditions(ordaihed in this Agreement
and any Schedule.le.which together are a complete statement of our Agreement regarding the listed egtlpmint('Agreement')and supersedes all other writings,canrmarications,understandings,agreements,any
purchase order and any**iodation documents and related documents. This Agreement becomes valid upon execution by or for us.The Equipment t is deemed accepted by you older this Agreement unless you
ridgy us within three(3)days of delivery that you do not accept the Equipment and specify the detect or malfunction.In that event,at our sole option,we or our designee w+7 replace eve detective item of Equipment
or the Agreement will be Canceled and we or our designee wit repossess the Equipment.You agree that,upon our request,you wit sign and deliver to us,•delivery and acceptance cerifeate confining your
aocsptaha d the Equipment leased to you.The'Biting Date"of Ids Agreement will be the twentieth(201h)day folbwing installation.You agree to pay a prorated amount of 1/30th of the more*payment times the
rumba of days between the installation data and the Billing Date. This Agreement will continue from the Being Data tot the Term shown and will be extended automatically for successive one(1)month taints
unless you(a)send us written notice,between ninety(90)days end one hundred any(150)days before the end of any term.of your decision to return or purchase the Equipment or renew this Lease or(b)you do
not padwe or return the Equipment,as specified in your nofica,within ten(10)days after the end of the term. Leases with 31.00 purchase options veil not be renewed. The periodic renewal payment has been
set by mussel agreement and is not based on the cost of any component of this leese.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,F THE ACTUAL
COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. if any provision of he Agreement is declared unenforceable in any jurisdiction.the other Provisions heroin
shat remain in fed fora and elect in tee)iris6dion and at ours. You aphorize us to Insert or coned missing idormation on this lease inducing your proper legal name,serial numbers,other rumbas
desuibyg the Equipment and other omitted factual matters. You agree to provide updated minuet and/or quarterly lied statements to to upon request You authorize us or our agent to obtain credit reports and
make each inquiries repining ng you and your financial condition and to provide your information,inducing payment history,to our assignee or third parties having art economic interest In this Agreement or the
Equipment
2.RENT: Rant WO be payable in installments,each in the amount of the Monthly ayment(or other periodic payment)shown plus any applicable sales,use and properly lax. If we p y any tax on your behalf,you
awn to reimburse us promptly along with a processing fee. Sibsequwd installments with be payable on the first day of each rental payment period storm begirrirg titer the first rental payment period or as
otherwise agreed. We wIi have the sight to apply at sums received nom you to any amounts due end owed to us under the terms of this Agreement Your obligation to make all Monthly Peynend(or other
periodic payment)hereunder Is absolute end unconditional and you cannot withhold or offset against any Monthly Payments(or other periodic payment)for any reason. You agree that you wail remit
payments to us in the form of company checks(or personal checks in the case of sole proprietorships),died debit or was only. You also agree cash and ash equivalents are not acceptable forms of payment for
this Agreement d and that you well not remit such forms of payment to us.WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS
AGREEMENT OR UNDER A SCHEDULE RESULT IN AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW,THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO
AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU.IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE
LEGAL AMOUNT.
(Continued on back)
THIS IS A NONCANCELABLE 1 IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
LESSQR C,GEPZlINCE e"•,d y; t 1• ` .
Konica Minolta Premier Finance . if C tl_' ✓r? (0 ( /3
LESSOR AUTHORIZED SI ER . TITLE A DATED
GUS±TOMER AGGEePANGE }' r - '4 "-•' ._• . • °r ° va: . "•
City of Elgin >< i��i l�• 4 November 6, 2013
FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED S ER DATED
36-6005862 Sean R. Stegall City Manager
FEDERAL TAX I.O.I PRIM NAME TITLE
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epee as accord.we vitiate err you wee.actress and Whet ift0011111i0Amet an now era Mindy yes;vw may the ask to see Identifying doemans.
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KMPF0003—US 06/10/13
3.OWNERSHIP OF EQUIPMENT:We are the Lessor of the Equipment and have sole title(uress you have a S1.00 purchase option)to the Equipment(excluding software). You spree to keep the Equipment
free and dear of el liens and dorms.
4.WARRANTY DISCLAIMER:WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS-IS".You acknowledge that none of Supplier or their representatives are our agents
and none of them are authorized to modify the terms of this Agreement. No representation or warranty of Supplier with respect to the Equipment will bind us,nor wit any breach thereof relieve you
of any of your obligations hereunder. You are aware of the name of the manufacturer or supplier of each kern of Equipment end you will corked the manufacturer or supplier for a description of your
warranty rights. You hereby acknowledge and confirm that you have not received any tax,financial,accounting or legal advice from us,the manufacturer or Supplier of the Equipment. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee is a separate and Independent Obligation of
Supplier to you,that no asstgnee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to setoff,
withholding,reduction,eounterclalm or defense for any reason whatsoever IncludIng,without limitation,any claim you may have against Supplier with respect to the Customer One
Guarantee.
5.LOCATION OF EQUIPMENT:You will keep and use the Equipment only at your address shown above and you agree not to move II unless we agree to it. Al the end of the Agreement's term,If
you do not purchase the Equipment,you will return the Equipment to a location we specify at your expense,in retail resaleable condition(normal wear and tear acceptable),MI working order,and in
complete repair.
6.LOSS OR DAMAGE:You are responsible for the risk of loss or for any destruction of or damage to the Equipment. No such loss or damage relieves you from the payment obligations under this
Agreement. You agree to promptly notify us in writing of any loss or damage and you will then pay to us the present value of the total of all unpaid Monthly Payments(or other periodic payments
shown)for the full Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,at discounted at four percent(4%)per year. Any proceeds of
insurance will be paid to us and credited,at our option,against any toss or damage. You authorize us to sign on your behalf and appoint us as your attorney in fact to execute in your name any
insurance drafts or checks issued due to loss or damage to the Equipment.
7.COLLATERAL PROTECTION AND INSURANCE: You are responsible for installing and keeping the Equipment in good working order.Except for ordinary wear and tear,you are responsible for
protecting the Equipment from damage and loss of any kind.If the Equipment is damaged or lost,you agree to continue to pay the amounts due and to become due hereunder without setoff or
defense.During the term of this Agreement,you agree that you will(1)Insure the equipment against all loss or damage naming us as loss payee;(2)obtain liability and third party property damage
insurance naming us as an additional insured;and(3)deliver satisfactory evidence of such coverage with carriers, policy forms and amounts acceptable to us.AM policies must provide that we be
given thirty(30)days written notice of any material change or cancellation.If you do not provide evidence of acceptable insurance,we have the right,but no obligation,(a)to obtain insurance
covering our Interest(and only our interest)In the Equipment for the lease term,and renewals.Any insurance we Obtain will not insure you against third party or liability claims and may be cancelled
by us at any time.In that event you will be required to pay us an additional amount each month for the insurance premium and an administrative fee.The cost may be more than the cost of obtaining
your own insurance.You agree that we,or one of our affiliates,may make a profit in connection with the insurance we obtain.You agree to cooperate wish us.our insurer and our spat in the placement
of coverage and with claims or,(b)we may waive the insurance requirement and crepe you•monthly property damage surcharge in the amount of.0035 of the original equipment cost to cover our creel risk
edmi tsiasve costs and other costs,as would be fuser desaleed on a letter from us to you end on which we may maks a profit.If you later provide evidence that you have obtained acceptable insurance.
we will cancel the insurance we obtained or cease charging the surcharge.
a.INDEMNITY: We are not responsible for any loss or injuries caused by the insWation or use of the Equipment. You agree to hold us harmless and reimburse us for loss and to defend us
against any claim for losses or injury caused by the Equipment. We reserve the right to control the defense and to select or approve defense counsel. This Indemnity survives the
expiration or termination of this Agreement.
5.TAXES AND FEES: You agree to pay when invoiced all taxes(including personal property tax,fines and penalties)and fees relating to this Agreement or the Equipment You agree to(a)
reimburse us for all personal property taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual properly
taxes to be assessed. If you do not have a$1.00 purchase option,we will file at personal property.use or other tax returns and you agree to pay us a processing fee for making such hangs. You
agree to pay us up to 575.00 on the date the first payment is due as an origination fee. We reserve the right to charge a fee upon termination of this Agreement either by trade-up,buy-out or
default.Any fee charged under this Agreement may include a profit and is subject to applicable taxes.
10.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT. We may sell,assign,or transfer this Agreement and/or
the Equipment without t notice. You agree that N we sell,assign,or transfer this Agreement and/or he Equipment,the new Lessor will have the same rights and benefits that we have now and will
not have to perform any of our obligations. You agree that the riglis of the new Lessor will not be subject to any Mains,defenses,or set offs that you may have against us whether or not you are
notified of such assignment.The cost of any Equipment,Software,services and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessor's assignees
will independently verify any such costs. Lessee's assignees wilt be providing funding based on the payment you have negotiated with Supplier. You are responsible for determmirg your
accounting treatment of the appropriate tax,legal,financial and accounting components of this Agreement.
11.DEFAULT AND REMEDIES:(a)If you do not pay any lease payment or other sum due(b)I you break any of your promises in the Agreement or any other Agreement with us or(c)I you,or any
guarantor of your obligations become Insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced against you,you wit be in default. If any part ot a
payment U more than tree(3)days late,you agree to pay a late charge of ten percent(10%)of the payment which is late or I less,the maximum charge allowed by law. If you are ever in default.
we may do any one or all of the following;(a)instruct Supplier to withhold service,parts and supplies and/or void the Customer One Guarantee;(b)terminate or cancel this Agreement and require
that you pay,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the awn of:(i)at past due and current Monthly Payments(or other periodic payments)and
charges;(M)the present value of at remaining Monthly Payments(or other periodic payments)and charges,discounted at the rate of low percent(4%)per annum(or the lowest rate pemitted by
taw,whichever is higher):and(Ii)the present value(at the sane discount rate as specified in clause(i)above)of the amount of any purchase option with respect to the Equipment ennt air,If none is
specified,our anticipated value of the Equipment at the and of the term of this Agreement(or any renewal thereof);and(c)require you to return the Equipment to us to e location designated by us
(and with respect to any Software,(i)immediately terminate your right to use the Software including the disabling(on-site or by remote communication)of any Software;(ii)demand the immediate
return and obtain possession of the Software and re-license the Software at a public or private sae:and/or(iii)cause the Software supplier to terminate the Software license,support and other
services under the Software license).We may recover interest on any unpaid balance at the rate of four percent(4%)per annum but in no event more than the lawful maximum rate.We may also
use any of the remedies available to us under Article 2A of the Uniform Commercial Cade as enacted in the State of Lessor or its Assignee or any other law. You agree to pay our reasonable costs
of collection and ertorcement,Including but not limited to attorney's tees and actual court costs relating to any claim arising under this Agreement including.but not limited to,any legal action or
referral for collection. If we have to take possession of the Equipment,you agree to pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment will be credited
against what you owe us YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing arty rights at a later time.Al of our rights are cumulative.his further agreed that
your rights and remedies are governed exclusively by this Agredr rd and you waive lessee's rights under Article 2A(608.522)of the UCC,
12.UCC FILINGS:You grant us a security interest in the Equipment N this Agreement is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar
instrument in order to show our interest in the Equipment.
13.CONSENT TO LAW,JURISDICTION,AND VENUE:This Agreement shall be deemed fully executed and performed in the state of Lessor or is Assignee's principal place of business and shall
be governed by and construed in accordance with is laws. If to Lessor or its Assignee shall bring any judicial proceeding in relation to arty matter arising under the Agreement,the Customer
irrevocably agrees that any such matter may be adjudged or determined in any court or courts an the state of the Lessor or its Assignee's principal place of business,or in any court or courts in
Customer's state of residence,or in any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably submits
. generally and unconditionally to the jurisdiction of any such court so elected by Lessor In relation to such matters. BOTH PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN US.
14.LESSEE GUARANTEE: You agree,upon oiir request,to submit the original of his Agreement and any eceedules to the Lessor vie overnight courier the same day of the facsimile or other
electronic transmission of the signed Agreement and such schedules. Both parties agree that this Agreement and any schedules signed and submtted to us by facsimile or other electronic
transmission shall,upon execution by us(manually or electronically,as applicable),be binding upon the parties. You waive the rigid to challenge in court the authenticity of a faxed or other
eleceenicallyrtransmftted signed copy of this Agreement and any schedule and agree that the faxed or other electronically-bansmited copy containing your faxed or other electronically-transmitted
signature and ow manual or electronic signature shall be considered the sole original for all purposes,inducing without linietion,any enforcement action under paragraph 11.
1S. COMPUTER SOFTWARE: Not withstanding any other terms.wand conditions of this Agreement,you agree that as to Software only:a)We have not had,do not have,mar will have any OM to such
Software,b)You have executed or will 01010A0 a.separate software teanse Agreement and we are not a party to and have no rosponsbirities whatsoever in regards to such license Agreement,c)You have
selected such Softest*and as per Agreement paragraph 4,WE MAKE NO WARRANTIES OF MERCHANTABILITY,DATA ACCURACY. SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE
ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE
CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS UNDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE
SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE.
�1
KMPF0003-US 06110/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier Lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013. Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
• The fifth (5th) sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth (8th) sentence, subsection (a) is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this Lease,"
• The tenth(10th)sentence which is all capitalized, is deleted.
6. LOCATION OF EQUIPMENT:
• The second (2nd) sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment, you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first(1`t)sentence is amended to read: "From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear,you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment,listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2n0) sentence, the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers "15"and"6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as,a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with "14.INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with "16. INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVERABILITY:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18. NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C.NON-APPROPRIATION:
• In Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty(30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section 5. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect.All handwritten, typed or"red-lined"additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta Premier Finance City of Elgin
By: ittu *ig C By& �� /
Se n K. Stegall
Title: r (re Title:City Manager
Date: 11/6/13
/00
KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No. between Konica Minolta Premiere Finance, Lessor
And City of Elgin , Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that (1) it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes;and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,state or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement;or
(c)contest the existence and powers of you;nor is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and will be used for essential government purposes and will to be essential for the
term of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1,200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrant(s)its governing body has
taken the necessary steps;including any legal bid requirements,under applicable law to arrange for acquisition of the Equipment;the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted and remains in full force and effect.
C. NON APPROPRIATION: In the event you are In default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non-appropriation did not result from any act or failure to act of you;
3. You have exhausted all funds legally available for all payment due under the Agreement;and
4. There is no other legal procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your counsel verifying the same within ten(10)days thereafter;and(c)you do not directly or indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor,at your expense,Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments,if any;and/or sell,dispose of;hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this fi h_day of November,2013.
LESSOR AGGEPTANGE
7.6)40.
�G 3/ • Konica Minolta Premier Finance f C
DO� LESSOR SIGNATURE +"LE r,cA ✓P
• •
LeUSTOMER AGGEPPANGE
11/6/13 City of Elgin x tr,( it t2. Ef!'i City Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862 .
FEDERAL TAX I.D.N PRINT NAME
24884- 10/02/2008
[Type text]
For office use only(Check one): El Branch ❑Windsor ❑Windsor Commercial
1111111, Master Premier
APPLICATION NO. . AGREEMENT NO. SCHEDULE NO.
KONICA MINOLTA Lease Schedule
CUSTOMER BILL - TO INFORMATION
..:cpanitc sr a lit/i c muu b, ,,cdi lncunun.l
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG/ROOM/SUITE
150 Dexter Court 2'd Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER' FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A denye_d @cityofelgin.org 36-6005862
By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INSTALLATION LOCATION/S,yiruern S h,tha ,r71ll'I be cr,rrr/rlr r,,l 101<uch/'lNir>L!lhiccuirin.l
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin Hemmens Admin
STREET ADDRESS/P.O.BOX BLDG/FLOOR/ROOM/SUITE
45 Symphony Way Basement
CITY STATE ZIP CONTACT NAME
Elgin IL 60120 Jenny Sherman
PHONE NUMBER FAX NUMBER
(847)931-3616 N/A Sherman)@cityofelgin.org
MAKE/MODEL NO./ACCESSORIES SERIAL NO.
Bizhub C368E
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $140.28 Security Deposit$ $0
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE
/(42,124.4./4
01/11/2017 Konica Minolta Premier Finance C- /164/45A (Ilic(iAel l �h5N
DATED LESSOR SIGNATURE PRINT NAME
CUSTOMER ACCEPTANCE
01/11/2017 CITY OF ELGIN X
Richard G. Kozal
DATED FULL LEGAL NAME SIGNATURE/TITLE Richard G. Kozal, PRINT NAME
24711 -01/11/2010 City Manager
For office use only(Check one): 0 Branch 0 Windsor ATTACHMENT A
Master Premier APPLICATION NUMBER AGREEMENT NUMBER t I`;ill
KONIU MINOLTA Lease Agreement
•
I
This Master Premier Lease Agreement{'Agreement')is written in"Plain English". The words you and your,refer to the customer(and Its guarantors). The words Lessor,we,us
and our,refer to Konica Minolta Premier Finance,a program of Konica Minolta Business Solutions U.S.A.,Inc.,Its subsidiaries and affiliates.(Supplier)
GUS TOMER INFORMATION ? r , i �`� ';.. - = .. :+}.ftf
FULL LEGAL NAME STREET ADDRESS
City of Elgin 150 Dexter Court
CITY STATE ZIP PHONE' FAX
E 'in IL 60120 847 931-5604
BILLING NAME(IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE ZIP E-MAIL
EQUIPMENT LOCATION(IF DIFFERENT FROM ABOVE)
151 Dourias,455 Symphony Way, 100 Symphony Way, 2 Slade Ave, 1900 Holmes Rd, 550 Summitt,650 Big Timber •
'By providing a telephone member for a cellular pone or other wireless device,you era acres*consenting to remising cawaranliorn por NON-marketing or scadtation purposes)at let number.Indudng,but eat IM MO to.
prerecorded or wheret voice message pas.text massages,and Cats made by an automatic telephone dam system born Lessor and its emotes end agents.This Express Cons n1 applies to min such*Whore number that
you provide b us rower In su bare end winks such cells.These cgs and messages may NO,access tees porn your cellular provider. •
CUSTOM?ER:ONF_tGU4RANTEE >r '�` y ` �w ��`
•
The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or
www.kmbs.konicaminolta.us. CUSTOMER ONE GUARANTEE
TERMSAND;CONDITIONS i �;I. s _ '_ it :e: ._. hAi t i x it IS r i
1.LEASE AGREEMENT:You agree to tease from us the personal property described under'MAIEIMODEUACCESSORLES'and as modified by supplements to this Agreement from lime to time signed by you
and us(such property end any upgrades,replacements,repairs and additions referred to as'Equipment)for business purposes ordy.To the ardent the Equipment includes Intangible property or assodeNd
services Arches periodic software licenses and prepaid database subsaipdon rights,such property shell be refereed bas the'Software*. You agree to atl of the tans and conditions contained in ids Agreement
and any Schedule,le,which together we a complete statement of our Agreement regarding tie fisted equipment(*Agreement')and supersedes all other writings,communications,understandings,agreements,any
purchase Otder and any solicitation documents and related documertS. This Agreement becomes valid upon execution by or for us.The Equipment h deemed accepted by you wider this Agreement unless you
noldy us within three(3)days of delivery that you do not accept the Equipment and specify the defect or malfunction.In thai evet at ow sole option,we or ow designee will replace the defective item of Equipment
a(tis Agreement will be canceled and we or ate designee will repossess the Equipment You spree set upon our request.you will sign and deliver to us,•delivery and acceptance certificate condoning your
acceptance of Ina Equipment biased so you.The Date"of ids Agreamwnl will be the twentieth(20th)day folds/mg instatation.You agree to pay a prorated amount of 1/30th of the monthly payment times the
number of days between the installation date and to Biting Date. This Agreement wit continue from the Biting Data fir the Temp shown and wit be extended automaticity for successive one(1)north terms
unless you(a)send us written notice,between ninety(90)days and one hundred any(150)days before the end of any term.of your decision to return or purchase the Equipment or renew this Lease or(b)you do
not purdtae or mean the Equipment,as specified in your notice,within ten(10)days after the and of the term. Losses with$1.00 purchase options will not be renewed. The periodic renewal payment has been
set by mutual agreement and Is not based on the cost of any component of this lease.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,F THE ACTUAL
COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. If any provision of to Agreement is declared unenforceable in any jurisdidiorL the otter provisions herein
shall remain in ha force and effect in thel jurisdiction and all others. You authorize us to Insert or comer missing idomition on this lease inducing your proper legal name,serial numbers,other numbers
dnaibYg the Equipment and other omitted factual nutters. You agree to provide updated annual andfor quarterly financial statements to us upon request You authorize us or our agent to obtain credit reports and
make credit inquiries regard%you and your financial condition and to provide your IMomwtioh,inducting payment history,to our assignee or tit parties having an economic interest N this Agreement or the
Equipmet.
2.RENT: Rent wit be payable in installments,each In the amount of the Moody Payment(or other periodic payment)shown plus any applicable sales,use and property tax. lf we pay any tax on your behalf,you
agree to reimburse us promptly along with•processing fee. Subsequent installments wit be payable on the first day of each rental payment period shown beginning irg after the alit rental payment period or as
otherwise agreed. We will have the right to apply M suns received from you to any amounts due and owed to us under the terms of this Agreement. Your obligation to make all Monthly Payments(or other
periodic payment)hereunder Is absolute and unconditional and you cannot withhold or offset against any Monthly Payments(or other periodic payment)for any reason. You agree that you will remit
payments bus in the farm of company decks(or personal whacks in the case ot sole proprietorships),direct debit or ewes only. You also agree cash and Gosh equivalents are not acceptable forms of payment for
this Agreement and that you will not remit such forms of payment to us.WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS
AGREEMENT OR UNDER A SCHEDULE RESULT IN AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW,THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO
AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU.IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE
LEGAL AMOUNT.
(Continued on back)
THIS IS A NONCANCELABLE/IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
LESSOR GC P�TANGE �" � 4` ' 's, *: r
Konica Minolta Premier Finance . .11 c, A A ✓g (0 f( /3
LESSOR AUTHORIZED S ER TITLE DATED
CUSTOMER ACCEPTANCE r ''; ''> ' Vi41;;;;.:-._ .
•
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City of Elgin L4) f i�,�j 1 • • November 6, 2013
FULL LEGAL NAME OF CUSTOMER has referenced above) AUTHORIZED S ER DATED
36-6005862 Sean R. Stegall City Manager
FEDERAL TAX ID.• PRINT NAME TITLE
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KMPF0003—US 06110113
3.OWNERSHIP OF EQUIPMENT:We are the Lessor of the Equipment and have sole title(unless you have a 51.00 purchase option)to the Equipment(excluding software). You agree to keep the Equipmer
tree and dear of all tans and claims.
4.WARRANTY DISCLAIMER:WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS-IS".You acknowledge that none of Supplier or their representatives are our agents
and none of them are authorized to modify the terms of this Agreement. No representation or warranty of Supplier with respect to the Equipment will bind us,nor will any breach thereof relieve you
of any of your obligations hereunder. You are aware of the name of the manufacturer or supplier of each Item of Equipment and you will contact the manufacturer or supplier for a description of your
warranty rights. You hereby acknowledge and confirm that you have not received any tax,financial,accounting or legal advice from us,the manufacturer or Supplier of the Equipment. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
"FINANCE LEASE"AS DEFINED IN ARTICLE ZA OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee Is I separate and independent obligation of
Supplier to you,that no assignee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to setoff,
withholding,reduction,counterclaim or defense for any reason whatsoever Including,without limitation,any calm you may have against Supplier with respect to the Customer One
Guarantee.
5.LOCATION OF EQUIPMENT:You will keep and use the Equipment only at your address shown above and you agree not to move rt unless we agree to it. At the end of the Agreements term,If
you do not purchase the Equipment,you will return the Equipment to a location we specify at your expense,In retail resaleable condition(normal wear and tear acceptable),Nil working order,and in
complete repair.
6.LOSS OR DAMAGE:You are responsible for the risk of bas or for any destruction of or damage to the Equipment. No such loss or damage relieves you iron the payment obligations under this
Agreement. You agree to promptly notify us in wilting of any loss or damage and you will then pay to us the present value of the total of all unpaid Monthly Payments(or other periodic payments
shown)to the full Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,el discounted at bur percent(4%)per year. Any proceeds of
insurance will be paid to us and credited,at our option,against any loss or damage. You authorize us to sign on your behalf and appoint us as your attorney in fact to execute in your name any
insurance drafts or checks issued due to loss or damage to the Equipment.
7.COLLATERAL PROTECTION AND INSURANCE: You are responsible for installing and keeping the Equipment in good working order.Except for ordinary wear and tear,you are responsible for
protecting the Equipment from damage and loss of any kind.If the Equipment is damaged or lost,you agree to continue to pay the amounts due and to become due hereunder without setoff or
defense.During the term of this Agreement,you agree that you wig(1)insure the equipment against all loss or damage naming us as loss payee;(2)obtain liability and third party properly damage
insurance naming us as an additional insured;and(3)deliver satisfactory evidence of such coverage with carriers, policy forms and amounts acceptable to us.All policies must provide that we be
given thirty(30)days written notice of any material change or cancellation.If you do not provide evidence of acceptable insurance,we have the right,but no obligation,(a)to obtain insurance
covering our interest(and only our interest)In the Equipment for the lease term,and renewals.Any Insurance we obtain will not insure you against third party or iabiity daims and may be canceled
by us at any time.In that event you wig be required to pay us an additional amount each month for the insurance premium and an administrative fee.The cost may be more than the cost of obtaining
your own insurance.You agree that we.or one of our affiiatea,may make a profit in connection with the insurance we obtain.You epee to cooperate wen us.our Insurer and our agent in the placement
of coverage and with stains or,(b)we may waive the insurance requirement end charge you•monthly property damage surcharge in the amount of.0035 of the origins'equipment cost to Cover our creels risk,
administrative costs and other costs,as would be hisser described on a letter from us to you and on which we may make a profit If you later provide evidence that you have obtained acceptable insurance.
we will cancel the insurance we obtained or cease charging the surcharge.
B.INDEMNITY: We are not responsible for any loss or injuries caused by the installation or use of the Equipment. You agree to hold us harmless and reinixrrse us for loss and to defend us
against any claim for losses or injury caused by the Equipment. We reserve the right to control the defense and to select or approve defense counsel. This Irdemnsty survives the
expiration or termination of this Agreement
9.TAXES ANO FEES: You agree to pay when invoiced all taxes(including personal property tax,fines and penalties)and fees relating to this Agreement or the Equipment. You agree to(a)
reimburse its for all personal property taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual properly
woes to be assessed. If you do not have a$1.00 purchase option,we will fie all personal property,use or other tax returns and you agree to pay us a processing fee for making such flings. You
agree to pay us up to 575.00 on the date the first payment is due as an origination fee. We reserve the right to charge a fee upon termination of this Agreement either by trade-up,buyout or
default.Any fee charged under this Agreement may include a profit and Is subject to applicable taxes.
10.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT. We may eel,assign,or transfer this Agreement and/or
the Equipment without notice. You agree that If we sell,assign,or transfer this Agreement and/or the Equipment,the new Lessor will have the same rights and benefits that we have now and will
not have to perform any of our obligations. You agree that the righti of the new Lessor will not be subject to any claims,defenses,or set offs that you may have against us whether or not you are
notified of such assignment.The cost of any Equipment,Software,services and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessors assignees
will independently verify any such costs. Lessee's assignees will be providing funding based on the payment you have negotiated with Supplier. You are responsible for determining your
accounting Vestment of the appropriate tax,legal,financial end accounting oomporerts of this Agreement.
11.DEFAULT AND REMEDIES:(a)If you do not pay any lease payment or Other sum due(b)If you break any of your promises in the Agreement or any other Agreement with us or(ON you,or any
guarantor of your obligations become insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced against you,you will be In default. If any pan of a
payment U more than throe(3)days late,you agree to pay a late charge of ten percent(10%)of the payment which is late or if less,the maximum charge allowed by law. tf you we ever in default.
we may do any one of an of the following;(a)kstnd Supplier to withhold service,parts and supplies and I or void the Customer One Guarantee;(b)terminate or cancel this Agreement and require
that you pay,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the awn of:(i)all past due and current Monthly Payments(or other periodic payments)and
Barges;(i)the present value of all remainig Monthly Payments(or other periodic payments)end charges,discounted at the rate of lour percent(4%)per annum(or the lowest rate permitted by
law,whichever is higher):and pip)the present value(at the same discount rate as specified in clause(If)above)of the amount of any purchase option with respect to the Equipment or,If none is
specified,our anticipated value of the Equipment at the end of the term of this Agreement(or any renewal thereof):and(c)require you to return the Equipment to us to a location designated by us
(and with respect to any Software,(i)irwrediatey terminate your right to use the Software Including the disabling(on-site or by remote communication)of any Software;(NI)demand the immediate
return and obtain possession of the Software and re-license the Software at a pubic or private sale;and/or(iii)cause the Software supplier to terminate the Software Oconee,support and other
services under the Software license).We may recover interest on any unpaid baton ce at the rate of four percent(4%)per annum but In no event more than the lawful maximum rate.We may also
use any of the remedies available to us under Article 2A of the Uniform Convnerdal Code as enacted in the State of Lessor or its Assignee or any other law. You agree to pay our reasonable costs
of collection and enforcement,including but not limited to attorney's tees and actual court costs relating to any dais arising under this Agreement Including,but not lirnibd to,any legal action or
referral for collodion. If we have to take possession of the Equipment.you agree to pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment wilt be credited
against what you owe us YOU AGREE THAT WE WiLL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a later time.All of our rights are cumulative.It Is further agreed that
your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A(508-522)of the UCC.
12.UCC FILINGS:You grant us a security interest in the Equipment If this Agreement is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar
instrument in order to show our interest in the Equipment.
13.CONSENT TO LAW.JURISDICTION,AND VENUE:This Agreement shag be deemed fully executed and performed in the state of Lessor or Its Assignee's principal place of business and shall
be governed by and construed in accordance with its laws. If the Lessor or its Assignee shall bring any judicial proceeding in relation to any matter arising under the Agreement.the Customer
irrevocably agrees that any such matter may be adjudged or determined in any court or courts In the state of the Lessor or its Assignee's principal place of business,or in any court or coots in
Customers state of residence,or in any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably submits
. generally and unconditionally to the jurisdiction of any such court so elected by Lessor In relation to such matters. BOTH PARTIES WAIVE TRIM.BY JURY IN ANY ACTION BETWEEN US.
14.LESSEE GUARANTEE: You agree,upon out request,to submit the original of this Agreement and any idheduies to the Lessor via overnight courier the same day of the facsimile or other
electronic transmission of the signed Agreement and such schedules. Both parties agree that this Agreement and any schedules signed and submitted to us by facsimile or other electronic
transmission shall,upon execution by us(manually or electronically,as applicable),be binding upon the parties. You waive the right to challenge in court the authenticity of a faxed or other
eled oniciy;trasnalled signed copy of this Agreement and any schedule le and agree that the faxed or other electronically-transmitted copy containing your faxed or other eledronkxiy-transmitted
signalise and our manual or electronic signature that be considered the sole original for all purposes,including without limitation,any enforcement action under paragraph 11.
15. COMPUTER SOFTWARE: Not withstanding any other terms.and conditions of this Agreement,you agree that as to Software only:a)We have not had,do not have,oar will have any title to such
Software,b)You have executed or wit execute a'sepaate software license Agreement end we re not a party to and have no respoxsbirties whatsoever in regards to such license Agreement,c)You have
selected such Software and as per Agreement paragraph 4,WE MAKE NO WARRANTIES OF MERCHANTABILITY,DATA ACCURACY,SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE
ABSOLUTELY NI)RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE
CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS(N DER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE
SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE.
r�1
KMPF0003-US 06/10/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier Lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013. Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
• The fifth (5'") sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth (8`") sentence, subsection (a) is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this Lease,"
• The tenth(10`")sentence which is all capitalized,is deleted.
6. LOCATION OF EQUIPMENT:
• The second (2"d)sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment, you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first(1")sentence is amended to read: "From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear,you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment,listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2r4) sentence, the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers "15"and"6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as,a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with "14. INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with "16. INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVERABILITY:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18.NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C.NON-APPROPRIATION:
• In Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty(30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section 5. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect. All handwritten, typed or"red-lined"additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta�Premier Finance City of El%W74#
By: .��L�,t�'*�' C• / [✓.ei A By&Se n R. Steg
Title: 4 r, e. 4 f Title:City Manager
Date: 11/6/13
/OA VC
KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No. between Konica Minolta Premiere Finance, Lessor
And City of Elgin , Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that (1)it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes;and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,stale or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make Its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement;or
(c)contest the existence and powers of you;nor is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and will be used for essential government purposes and will to be essential for the
term of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrants)its governing body has
taken the necessary steps;including any legal bid requirements,under applicable law to arrange for acquisition of the Equipment;the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted and remains in MI force and effect.
C. NON APPROPRIATION: In the event you are In default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non-appropriation did not result from any act or failure to act of you;
3. You have exhausted all funds legally available for all payment due under the Agreement;and
4. There is no other legal procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your counsel verifying the same within ten(10)days thereafter;and(c)you do not directly or indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor,at your expense,Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments,if any;and/or sell,dispose of,hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this¢Jh day of November.2013.
I LESSOR AGGEPPANCE
• Konica Minolta Premier Finance I C , I
D LESSOR SIGNATURE ITLE
CUSTOMER ACC-EPPANC-E .'.. •
11/6/13 City of Elgin 1/ 4 i City Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862 41 . 5r4A.U.
FEDERAL TAX t.D.M PRINT NAME
24884- 10/02/2008
[Type text]
For office use only(Check one): ®Branch ❑Windsor ❑Windsor Commercial
Master Premier APPLICATION NO. AGREEMENT NO. SCHEDULE NO.
KONICA MINOLTA Lease Schedule
CUSTOMER BILL- TO INFORMATION ls,pa;at,, ,nor br ,r,,,t//rl Il,„ ,ucIi billitie la(,niu,t_l
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG/ROOM/SUITE
150 Dexter Court 2"d Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER' FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A denye_d @cityofelgin.org 36-6005862
By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INSTALLATION LOCATION,s,y,,„r<tic tl„6/It, /'l I ,I i,,,.,,,,11
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin Hemmens Box Office
STREET ADDRESS/P.O.BOX BLDG/FLOOR/ROOM/SUITE
45 Symphony Way 1st Floor
CITY STATE ZIP CONTACT NAME
Elgin IL 60120 Jenny Sherman
PHONE NUMBER FAX NUMBER
(847)931-3616 N/A Sherman)@cityofelgin.org
MAKE/MODEL NO./ACCESSORIES SERIAL NO.
Bizhub 284E
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $90.50 Security Deposit$ $0
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE ,,1//�� // r
01/11/2017 Konica Minolta Premier Finance / I j k►10.(,( � Sc11 It1;ClA_j
DATED LESSOR SIGNATURE PRINT NAME
CUSTOMER ACCEPTANCE
01/11/2017 CITY OF ELGIN X 'ichard G. Kozal
DATED FULL LEGAL NAME SIGNATURE/TITLE Richard G. Kozal,
PRINT NAME
24711 -01/11/2010 City Manager
For office use only(Check one): ❑Branch O Windsor ATTACHMENT A
Master Premier APPLICATION NUMBER AGREEMENT NUMBER e'K1 I
KONICA MINOLTA Lease Agreement
This Master Premier Lease Agreement('Agreement')is written in"Plain English". The words you and your,refer to the customer(and its guarantors). The words Lessor,we,us
and our,refer to Konica Minolta Premier Finance,a program of Konica Minolta Business Solutions U.S.A.,Inc.,Its subsidiaries and affiliates.(Supplier)
GUS TOMER INFOI?IVIA'TION L', ' ,;.- r w� 10f 4 1
FULL LEGAL NAME STREET ADDRESS
City of Elgin 150 Dexter Court
CITY STATE ZIP PHONE' FAX
E ein IL 60120 847 931-5604
BILLING NAME(IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE ZIP E-MAIL
EQUIPMENT LOCATION(IF DIFFERENT FROM ABOVE)
151 Dourlas,455 Symphony Way, 100 Symphony Way,2 Slade Ave, 1900 Holmes Rd,550 Summitt,650 Big Timber •
By pnoridsg•allophone number for a ali/ar.floe or other wireless device.you am expressly consenting to raahriq on mmix i atimu(for NON-nurkeling or solicitation purposes)at that number.Indudi a.bus nib finked tie.
prenaaded or antral voice message cols,tad messages,end cells made by an automatic telephone dialing system train Lessor and Is agates and seems This Express(Ardent apples 10 seen such telephone number that
you provide to us now or In the Mean and permits such calk.These cab and messages may incur access tees lore your caber provider.
CUSTOMER ONF_ GUARANTEE --4k,',77.-:-7-.''''�.� s v '��` , n'. 4 . ,
u
The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or "0w`""ii0t"
www.kmbs.konicaminolta.us. CUSTOMER ONE GUARANTEE
TERMS7ANDCONDITIONS n:a ��l - _ 5• `xi ` ,i r_ _. iy3 ,Nile i; ,r «, r, _ .
1.LEASE AGREEMENT:You agree to Nee front us the personal property described under"MA EIMODEUACCESSORES"and as modified by applements to this Agreement from Ilse to time signed by you
and us(ash property and any upgrades.replacements,repairs and additions referred io as"Eq.ipnerti")for business purposes only.To the extent the Equipment inducts'Intangible property or associated
services such as periodic software licenses and prepaid database subscription rights,such property shill be referred to as the"Sdnware'. You agree to all of the terns and conditions contained in this Agreement
and any Schedule,which together are a complete statement of our Agreement regarding the fisted equipment(*Agreement')and supersedes all oiler writigs,communications,understandings,agreements,any
purchase order and any solicitation documents and rotated doormen's. This Agreement becomes valid upon exertion by or for us.The Equipment is deemed accepted by you under lids Agreement unless you
notify us within three(3)days of delivery that you do not accept the Equipment and specify the defect or malfunction.In that event,at cur sole option,we or our designee will regime the defective Item of Equipment
or this Agreement all be canceled and we or our designee wit repossess the Equipment You agree that,upon our request,you will sign and deliver to us,•delivery and aaeptana celibates confirming your
acceptance of the Equipment leased to you.The'Bing Date"of this Agreement will be the twentieth(20th)day following instillation.You agree to pay a prorated amount of 1/30th of the monthly payment times the
number of days between the installation date and the Bing Date. This Agreement well continue from the Bing Data be the Term shown and wit be extended automatically for successive one(1)month terms
unless you p►send us written notice,between ninety(90)days and one hundred fifty(150)days before the end of any term.of your decision to return or purchase the Equipment or renew this Lease or(b)you do
not purchase or return the Equipment,as specified in your name,within tun(10)days alter the end of the tern. Leases with$1.00 pu drse options will not be renewed. The prods renewal payment has been
set by mutual agreement and is not based on the odd of any component of this Vase.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,IF THE ACTUAL
COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. I any provision of IM Agreement is declared unenforceable in any jurisdiction,the other provisions herein
that remain in full fora and sled in that i<risidabon and as others. You authorize us to insert or correct missing ilommation on this lease iciudng your proper legal name,serial numbers,other numbers
dauibi g the Equipment and other omitted faduel matters. You agree to provide updated annum,ardor quarterly financial statements to us upon request You authorize us or our agent to obtain credit reports and
make credit inquiries regardrg you and your financial condition and to provide your information,including payment history,to our assignee or fwd parties having an economic interest WI this Agreement or the
Equipment
L RENT:Rent wit be payable in installments,each is the amount of the Monthly Payment(or other periodic payment)shown plus any applicable sales,use and property tax. If we pay any tax on you betel,you
agree to reimburse us promptly along with a processing fee. Subsequent installments wit be payable on the first day of each rental payment period Moen begimlirg alter the kb rental payment period or es
otherwise agreed. We will have the rigid to apply at sums received from you to any amounts due end owed to us under tits terms of this Agreement. Your obligation to make of Monthly Payments(or other
periodic payment)hereunder Is absolute and unconditional and you cannot withhold or offset against any Monthly Payments(or other periodic payment)for any reason. You agree that you will remit
payments to us in the form of company checks(a personal checks in the case of sole proprietorships),died debit or wires only. You also agree cash and cash equivalents are not acceptable forms of payment for
this Agreement and that you wait not remit such forms of payment to us.WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS
AGREEMENT OR UNDER A SCHEDULE RESULT IN AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW,THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO
AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU.IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE
LEGAL AMOUNT.
(Continued on beck)
THIS IS A NONCANCELABLE/IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
LESSORCCCEPTANCE •`fir"e' � a a `fix � s r "• z °
Konica Minolta Premier Finance . .�r- — AL,. lP (0 r f /3
LESSOR AUTHORIZED SI R . w DATED•GUSITOMER AGGEeTiANGE ,--- '. ".--'-..� ,- -v.�'�' . ? ''` i >. (-,44...%•'`.::"L'';ir
City of Elgin x i is"i��"�lic• . November 6, 2013
FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED S. ER DATED
36-6005862 Sean R. Stegall City Manager
FEDERAL TAX I.O.a PRINT NAME TILE
Torero the Government fight I e tuning a tenanas are money Isardedry Whines,Federal tar moires N financial kW'dlena to Main,venly arid,,cod etiomellon set identifies early person who opens an account wen this axons a.worn you
epos as a000er,we vat ass for yea name.address and pat Wolnrliot,that all Mow m to identity you;we may abs ask to"se Identifying doOarMs.
see mouse side for additional arm and conditions.
KMPF0003—US 06/10/13
3.OWNERSHIP OF EQUIPMENT:We we the Lessor of the Equipment end have sole title(unless you have a$1.00 purchase option)to the Equipment(excluding software). You some to keep the Equipment
free and deer of al liens and davns.
4.WARRANTY DISCLAIMER:WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU NAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS-IS".You acknowledge that none of Supplier or their representatives are our agents
and none of them are authorized to modify the terms of this Agreement. No representation or warranty of Supplier with respect to the Equipment will bind us,nor wit any broach thereof relieve you
ot any of your obligations hereunder. You are aware of the name of the manufacturer or supplier of each Item of Equipment end you will contact the manufacturer or supplier for a description of your
warranty fights. You hereby acknowledge and confirm that you have not received any lax,financial,accounting or legal advice from us,the manufacturer or Supplier of the Equipment. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee is a separete and Independent obligation of
Supplier to you,that no assignee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to setoff,
withholding,seduction,counterclaim or defense for any reason whatsoever Including,without limitation,any claim you may have against Supplier with respect to the Customer One
Guarantee.
5.LOCATION OF EQUIPMENT:You will keep and use the Equipment only at your address shown above and you agree not to move it unless we agree to it. Al the end of the Agreement's term,t
you do not purchase the Equipment,you will return the Equipment to a location we specify at your expense,in retail resaleable condition(normal wear and tear acceptable),MI working order,and in
complete repair.
6.LOSS OR DAMAGE You are responsible for the risk of loss or for any destruction Lion of or damage to the Equipment. No such loss or damage relieves you from the payment obligations under this
Agreement. You agree to promptly notify us in vatting of any loss or damage and you will then pay to us the present value of the total of all unpaid Monthly Payments(or other periodic payments
shown)for the full Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,ell discounted at four percent(4%)per year. Any proceeds of
insurance will be paid to us and credited,at our option,against any toss or damage. You authorize us to sign on your behalf and appoint us as your attorney in fad to execute in your name any
insurance drafts or checks Issued due to loss or damage to the Equipment.
7.COLLATERAL PROTECTION AND INSURANCE: You are responsible for inststiing and keeping the Equipment in good working order.Except for ordinary wear and tear,you are responsible for
protecting the Equipment from damage and loss of any kind,If the Equipment is damaged or lost,you agree to continue to pay the amounts due and to become due hereunder without setoff or
defense.During the term of this Agreement,you agree that you wig(1)insure the equipment against all toss or damage naming us as loss payee:(2)obtain liability and third ply property damage
insurance naming us as an additional insured:and(3)deriver satisfactory evidence of such coverage with carriers, policy forms and amounts acceptable to us.All policies must provide that we be
given thirty(30)days written notice of any material change or cancellation.H you do not provide evidence of acceptable insurance,we have the right.but no obligation.(a)to obtain insurance
Meting our interest(and only our interest)in the Equipment for the lease term,and renewals.Any insurance we Obtain will not insure you against third party or liability daims and may be cancelled
by us at any time.In that event you wig be required to pay us an additional amount each month for the insurance premium and an administrative fee.The Cost may be more than the cost of obtaining
your own insurance.You agree that we,or one of our affiliates,may make a profit in connection with the Insurance we obtain.You agree to cooperate weft us,our insurer and our agent in the placement
el coverage and with claims or,(b)we may waive the insurance requirement and charge you a monthly property damage surcharge in the amount of.0035 of he original equipment cost to cover our credit risk
administrative costs and other costs,as wound be runner de abed one letter from us to you and on which we may make a profs.If you later provide evidence that you have obtained acceptable insurance.
we will camel the Insurance we obtained or cease charging the surcharge.
B.INDEMNITY: We are not responsible for any loss or Injuries caused by the instafation or use of the Equipment. You agree to hold us harmless and reimburse us for loss and to defend us
against any claim for losses or injury caused by the Equipment. We reserve the right to control the defense and to select or approve defense counsel. Tills Indemnity survives the
expiration or termination of this Agreement
9.TAXES AND FEES: You agree to pay when Invoiced all taxes(including personal properly tax,foes and penalties)end fees relating to this Agreement or the Equipment. You agree to(a)
reimburse us for all personal property taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual property
taxes to be assessed. If you do not have a$1.00 purchase option,we will Ile all personal property,use or other tax returns and you agree to pay us a processing fee for making such firings. You
agree to pay us up to 575.00 on the date the fast payment is due as an origination fee. We reserve the right to charge a fee upon termination of this Agreement either by trade-up,buy-out or
default.Any fee charged under this Agreement may include a profit and is subject to applicable taxes.
10.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT. We may sell,assign,or transfer this Agreement and/or
the Equipment without notice. You agree that N we sell,assign,or transfer this Agreement and/or the Equipment.the new Lessor will have the,ante rights and benefits that we have now and will
rat have ie perform any of our obligations. You agree that the rights of the new Lessor wilt not be subject to any deers,defenses,or set offs that you may have against us whether or not you are
notified of such assignment.The cost of any Equipment,Software,services and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessors assignees
will independently verify any such costs. Lessee's assignees wig be providing funding based on the payment you have negotiated with Supplier. You are responsible for determining your
accounting treatment of the appropriate tax,legal,financial and amounting components of this Agreement.
11.DEFAULT AND REMEDIES:(a)If you do not pay any lease payment or other sum due(b)I you break any of your promises in the Agreement or any other Agreement with us or(c)I you,or any
guarantor ot your obuig dons become Insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced ed agai st you,you will be in default. If any part of a
payment Is more than three(3)days late,you agree to pay a late charge of ten percent(10%)of the payment while is late or i►less,the maximum charge allowed by law. If you are ever in default.
we may do any one or all of the following;(a)instruct Supplier to withhold service,parts and supplies and I or void the Customer One Guarantee;(b)terminate or cancel this Agreement and require
that you pay,AS LIQUIDATED DAMAGES FOR LOSS Of BARGAIN AND NOT AS A PENALTY,the sum of:(i)all past due and current Monthly Payments(or other periodic payments)and
charges;(l)the present value of all re nrning Monthly Payments(or other periodic payments)and charges,discarded at the rate ot four percent(4%)per annum(or the lowest rate permitted by
law,whichever is higher):and(Ili)the present value(at the same discount rate as specified in clause(N)above)of the amount of any purchase option with respect to the Equipment or,If none is
specified.our anticipated value of the Equipment at the end of the term of this Agreement(or any renewal thereof);and(c)require you to return the Equipment to us to a location designated by us
(and with respect to any Software,(i)immediately terminate your right to use the Software including the disabling(on-site or by remote conrnu lcation)of any Software;(ii)demand the bmnediate
return and obtain possession of the Software and re-license the Software at a pubic or private sale;and/or(it)cause the Software supplier to terminate the Software liconee,support and ether
services under the Software license).We may recover interest on any unpaid balance at the rate of four percent(4%)per annum but in no event more than the lawful maximum rate.We may also
use any of the remedies available to us under Article 2A of the Uniform Commercial Code as enacted in the State of Lessor or is Assignee or any other law. You agree to pay our reasonable costs
of collodion and enforcement including but not limited lo attorneys fees and actual court costs relating to any claim arising under this Agreement including,but not limited to any legal action or
referral for collection. If we have to take possession of the Equipment,you agree to pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment will be credited
against what you owe us YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at e later time.AN of our rights are cumulative,It is further agreed that
you rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A(508-522)of the UCC.
12.UCC FILINGS:You grant us a security interest in the Equipment I this Agreement Is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar
instrument in order to show our interest in the Equipment.
13.CONSENT TO LAW,JURISDICTION.AND VENUE:This Agreement shall be deemed fully executed and performed in the state of Lessor or its Assignee's principal place of business and shall
be governed by and construed in accordance with its Taws. If the Lessor or its Assignee shall bring any judicial proceeding in relation to any matter arising under the Agreement the Customer
irrevocably agrees that any such matter may be adjudged or determined in any court or courts in the stets of the Lessor or its Assignee's principal place of business,or in any court or courts in
Customers state of residence,or in any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably submits
. generally and unconditionally to die jurisdiction of any such court so elected by Lessor In relation to such matters. BOTH PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN US.
14.LESSEE GUARANTEE: You agree,upon our request,to submit the original of this Agreement and any ichedules to the Lessor via overnight courier the same day of the facsimile or other
electronic transmission of the signed Agreement and such schedules. Both parties agree that this Agreement and any schedules signed and submitted to us by facsimile or other electronic
trasmission shah,upon execution by us(manually or electronically,as applicable),be binding upon the Parties. You waive the right to challenge in court the authenticity of a faxed or other
eIedrr icaIy transnleed signed copy of this Agreement and any schedule le and agree that the faxed or other ebdroniatly-transmitted copy containing your faxed or other ekdrarkcally-transnktied
signature and our manual or electronic signature that be considered the sole original for all purposes,inducting without limitation,any enforcement action under paragraph 11.
15. COMPUTER SOFTWARE: Not withstanding any other termcand conditions of tits Agreement,you agree that as to Software only:a)We have not had.do not have,nor will have any MO to such
Software,b)You have executed or will execute Cooperate software license Agreement and we re not a party to and have no responsibilities whatsoever in regards to such license Agreement.c)You rave
selected such Software and as per Agreement paragraph 4,WE MAKE NO WARRANTIES OF MERCHANTABILITY,DATA ACCURACY,SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE
ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE.
CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS INNDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE
SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE.
KMPF0003-US 06110/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013. Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
• The fifth (5th) sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth(8th) sentence, subsection (a) is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this Lease,"
• The tenth(10th)sentence which is all capitalized,is deleted.
6. LOCATION OF EQUIPMENT:
• The second (2"d) sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment, you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first(1")sentence is amended to read:"From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear, you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment,listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2nQ) sentence, the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers"15"and"6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as, a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with"14. INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with "16. INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVERABILITY:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18. NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C. NON-APPROPRIATION:
• In Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty(30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section 5. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect.All handwritten, typed or"red-lined"additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta Premier Financce'� City of Elgin /f
By: ./it�u,'�✓� <-• / �' By& ,,' li
Se n H. 5tegaii
Title: At, a- ire Title:City Manager
Date: 11/6/13
/OA 0,3
KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No. between Konica Minolta Premiere Finance, Lessor
And City of Elgin Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that (1) it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes;and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,stale or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement;or
(c)contest the existence and powers of you;nor is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and will be used for essential government purposes and will to be essential for the
term of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1,200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrant(s)its governing body has
taken the necessary steps;including any legal bid requirements,under applicable law to arrange for acquisition of the Equipment:the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted and remains in full force and effect.
C. NON APPROPRIATION: In the event you are in default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non-appropriation did not result from any act or failure to act of you;
3. You have exhausted all funds legally available for all payment due under the Agreement;and
4. There is no other legal procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your counsel verifying the same within ten(10)days thereafter;and(c)you do not directly or indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor,at your expense,Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments,if any;and/or sell,dispose of hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this ith day of November.2013.
LESSOR ACCEPTANCE ;°i° ':=' . ;°,.
/0 3 / Konica Minolta Premier Finance -.111 . �� P
0 LESSOR SIGNATURE ITLE
C-USTONIER AGEEPT,ANC-E
11/6/13 City of Elgin r, 7 E�I/!-,. City Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862 j%i ;� .
FEDERAL TAX I.D.N PRINT NAME
24884- 10/02/2008
[Type text]
For office use only(Check one): IE Branch ❑Windsor ❑Windsor Commercial
eigillk,
11111111, Master Premier APPLICATION NO. AGREEMENT NO. SCHEDULE NO.
KONICA MINOLTA Lease Schedule .
CUSTOMER BILL - TO INFORMATION r.S,pararr srhrdnlc.■nn,,t hr,vinrpirlcd h,i r°,rrli hillin, localirm.l
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG/ROOM/SUITE
150 Dexter Court 2"d Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER" FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A denye_d @cityofelgin.org 36-6005862
By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INSTALLATION LOCATION/S,l,ururr crl/rd//r''1111W hf• 1)/i//ilrrr d tor,'nch billing 6ut//inn.I
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin Centre Admin
STREET ADDRESS/P.O.BOX BLDG/FLOOR/ROOM/SUITE
100 Symphony Way Lower Level
CITY STATE ZIP CONTACT NAME
Elgin IL 60120 Jenny Diazdeleon
PHONE NUMBER FAX NUMBER
(847)931-6123 N/A diazdeleonj @cityofelgin.org
MAKE/MODEL NO./ACCESSORIES SERIAL NO.
Bizhub 454E
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $124.98 Security Deposit$ $0
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE ( MM /f
01/11/2017 Konica Minolta Premier Finance • ��• .,• [►1�.0 1 C (t7'C��
DATED LESSOR SIGNATURE PRINT NAME
CUSTOMER ACCEPTANCE �/
01/11/2017 CITY OF ELGIN ^ r r Richard G. Kozal
DATED FULL LEGAL NAME SIGNATURE/TITLE Richard G• oza , PRINT NAME
24711 -01/11/2010 City Manager
For office use only(Check one): 0 Branch 0 Windsor ATTACHMENT A
Master Premier APPLICATION NUMBER AGREEMENT NUMBER 'Hill
KONICA MINOLTA Lease Agreement
•
I
This Master Premier Lease Agreement('Agreement')is written in"Plain English". The words you and your,refer to the customer(and Its guarantors). The words Lessor,we,us
and our,refer to Konica Minolta Premier Finance,a program of Konica Minolta Business Solutions U.S.A.,Inc.,its subsidiaries and affiliates.(Supplier)• �� -�; rr _'? 4 Tr r <r. ity.+xs- t�.:' ` i� "rSYi f +s� •;•
GUSTOMER INFORII?A'TlON * ;. '; _. F: if s e -
FULL LEGAL NAME STREET ADDRESS
City of Elgin 150 Dexter Court
CITY STATE ZIP PHONE' FAX
Elgin IL 60120 (847)931-5604
BILLING NAME(IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE ZIP E-kWL
EQUIPMENT LOCATION(IF DIFFERENT FROM ABOVE)
151 Dourlas,455 Symphony Way, 100 Symphony Way,2 Slade Ave, 1900 Holmes Rd, 550 Summitt,650 Big Timber •
My poncho•telephone number for•cellular phone or other*Amass device,you ere expressly consent g ei receiving mmuuriuuau pot NOIFinarketing or soedlaton prposes)at that member.Maxine.Out not teSsO to.
prereoadea or eniraiat rake message mss,tee messages.and ants made by an automatic telephone dieing system from Lessor and is ideates and menu.This Express Consent applies to each such telephone number dal
you p ride to us now or In ea areas and peones such cent.These ass are mammas may Nam access lees born your cellular presider.
CU>Sra T O MER:ONEGUARANTEE
.,y,w a _wt. s To 'V
.1 L..:
The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or 10"°"in01" -
ww.kmbs.konicaminoita.us. CUSTOMER ONE GUARANTEE
w
TERMVANDiC ONO/TIONS i, c r
! � 'h�.. .,r, ...;� f : Ji •� S-. lit t •1 'rn 1Hf5 ;..F... - .
1,LEASE AGREEMENT:You agree to lease from us Use personal properly desafbed under MAKERAODEUACCESSORES'and as modified by supplements to this Agreement from line to time signed by you
end us(lards Property and any upgrades.mpeacunsres,tepees and editions retired bas'Egtipmers-)for business purposes only.To the extent Use Equipment induces imangale properly or assoc ated
services such as periodic software iuroes rid prepaid database subscription rights,such property shell be referred Was the'Software. You agree to all or the tams and condition contained in Iris Agreement
and any Schedule,wraith together are a complete statement of our Agreement regarding the fisted equipment('Agreement')and supersedes all otter writings,communications,udesWxdnps,agreements,any
purchase order and any solicitation doaanents and related documents. This Agreement becomes valid upon execution by or for us.The Equipment is deemed accepted by you under this Agreement unless you
notify us within three(3)days a delivery that you do not lac apt Vie Equipment and specify the defect or malfunction.In that event,at our sole option,we or our designee oil replace the detersive Item of Equipment
or this Agreement wit be canceled and we or our designee WiM repossess the Equipment You agree that,upon ow request,you oil sign and deliver to us,•del very and acceptance nrafine mNdmrng Your
acceptance of the Equipment leased to you.The"Being Date"of this Apreemen1 wit be the twentieth(20th)day following installation.You wee to pay a prorated amount of 1f30af of the monthly payment times the
number a days between the installation date end the Biting Date. This Agreement will continue from the Being Data for the Term shown and WI be etde ded eulerreticaby for successive one(1)month tams
unless you(a)send us aitas notice,between ninety(80)days and one hundred fifty(150)days before the end of any tam,of your decision to return or purchase the Equipment or renew ens Lease alb)you do
not purchase or cotton the Equipment•as specified lad in your name,within fen(10)days after the end of the Mmes. Leases with$1.00 purchase options wIt not be renewed. The periodic renewal payment has been
set by mutual agreement end is not based on the cost of any cormorant of this tease.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,F THE ACTUAL
COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. O any provision of Ws Agreement is dedarad unenforceable in my jurisdiction.the other provisoes herein
shall remain in Are force and effect in that jdrisdidiort and an ahem. You authorise us to insert or coned missing information on this lease inducing your proper togel nee,serial numbers,aster numbers
de:albyg the Equipment and other omitted equal matters. You was W provide updated annual adtor quarterly financial statements to us upon request.You authorize us or our agent to obtain credit reports and
mate amid Inquires regarding you and your fwndsi condition and to poide your information,Indudnp payment history,to our assignee or third parties having an economic interest In des Agreement or the
Equipment
2.RENT: Rent wit be payable in installments,each in the amount of the Monthly Payment(or other periodic payment)shown plus any applicable saes,use and properly tax. If we play any tax on you behalf,you
agree to reimburse us promptly along with a processing Is*. Subsequent installments wit be payable on the first day of each rental payment period shown begirvdng after the first rental payment period or as
otherwise agreed. We will have the right to apply all sums received from you to any amounts due and owed to us under the tams of this Agreement Your obligation to make dl Monthly Payments for other
periodic payment)hereunder Is absolute and unconditional and you cannot withhold or offset against any Monthly Payments(or other periodic payment)for any reason. You agree that you will remit
payments to us in the form of company checks(or personal checks in the case of sole proprietorships),direct debit or wires only. You also agree cash and cash equivalents are not acceptable yams of payment for
this Agreement and that you will not remit such forms of payment to us.WE BOTH PTEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS
AGREEMENT OR UNDER A SCHEDULE RESULT W AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW.THEN ANY EXCESS INTEREST COLLECTED WqA BE APPLIED TO
AMOUNTS THAT ARE(AWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU.IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE
LEGAL AMOUNT.
(Continued on beck)
THIS IS A NONCANCELABLE I IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.•(ESSOR ACyCEPT NA C--�j ` - z - r ; ��r" ,;, ,gk*s,a • ;•, r�, �.r, ,s>�y
Konica Minolta Premier Finance . t. `( _ tip (0 f( /3
LESSOR AUTHORIZED SI ER , TITLE A DATED
GUS'TOMER ACCEPTANCE. ." : " _"•'±.•,: . .•"-• ' , ``•
City f Elgin x{ / �
y g i�.�itft • 4 November 6, 2013
FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED S/ER DATED
36-6005862 Sean R. Stegall City Manager
FEDERAL TAX I.D.a PRINT NAME TITLE
To rap me Goraaman rigid ell funded a*donee em money Iawoedro adk9fes.Ansel law sequins as Mende hsapdem s sah,veiny and record Momedbn the Menthes cart person Me opens an moue.What this means is,titian no
epee es nowt we will ask W your name.address end ether esanefien t et eft slaw m te eentsy you;vw they aeo ask to sae idereyip doesnmes.
tee reverse see for additions!terms end conditions,
KMPF0003—US 06/10/13
3.OWNERSHIP OF EQUIPMENT:We are the Lessor of the Equipment and have sole title(unless you have a S1.00 purchase option)to the Equipment(excluding software). You agree to keep the Equipment
tree and dear of an Kens and dims.
4.WARRANTY DISCLAIMER:WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT 7HE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS4S".You acknowledge that none of Supplier or their represatlatives are our agents
and none of them are authorized to modify the terms of this Agreement. No representation or warranty of Supplier with respect to the Equipment will bind us,nor wig any beach thereof relieve you
d arty of your obligations hereunder. You are mere of the name of the manufacturer or supplier of each Nem of Equipment end you will contact the manufacturer or supplier for a description of your
warranty rights. You hereby acknowledge and confirm that you have not received any tax,financial,accounting or legal advice from us,the manufacturer or Supplier of the Equipment. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee Is a separate end independent obligation of
Supplier to you,that no assignee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to setoff,
withholding,reduction,counterclaim or defense for any reason whatsoever Including,without limitation,any claim you may have against Supplier with respect to the Customer One
Guarantee. •
5.LOCATION OF EQUIPMENT:You will keep and use the Equipment only at your address shown above and you agree not to move N unless we agree to it. At the end of the Agreement's lens,N
you do not purchase the Equipment,you will return the Equipment to a location we specify at your expense,In retail resaleable condition(normal we and tear acceptable),full working order,and in
complete repair.
6.LOSS OR DAMAGE:You are responsible for the risk of loss or for any destruction of or damage to the Equipment. No such loss or damage relieves you from the payment obligations under this
Agreement. You agree to promptly notify us in writing of any loss or damage and you will then pay to us the present value of the total of all unpaid Monthly ly Payments(or other periodic payments
shown)/or the lull Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,all discounted at four percent(4%)per year. Arty proceeds of
insurance will be paid to us and credited.at our option,against any loss or damage. You authorize us to sign on your behalf and appoint us as your attorney in fad to execute in your mane sny
insurance drafts or checks issued due to loss or damage to the Equipment.
T.COLLATERAL PROTECTION AND INSURANCE: You are responsible for instating and keeping the Equipment in good working order.Except for ordinary wear and tear,you are responsible for
protecting the Equipment from damage and loss of any kind.If the Equipment is damaged or lost,you agree to continue to pay the amounts due and to become due hereunder without setoff or
defense.During the tens of this Agreement,you agree that you will(1)insure the equipment against all loss or damage naming us as loss payee;(2)obtain liability and third party property damage
insurance naming us as an additional insured;and(3)deliver satisfactory evidence of such coverage with carriers, policy forms and amounts acceptable to us.All policies must provide that we be
given thirty(30)days written notice of any material change or cancellation.If you do not provide evidence of acceptable insurance,we have the right,but no obligation,(a)to obtain insurance
covering our interest(and only our Merest)In the Equipment for the lease term,and renewals.My insurance we obtain will not insure you against third party or liability claims and may be cancelled
by us at any tine.In that event you will be required to pay us an additional amount each month for the I skrance premium and an administrative fee.The cost may be more than the cost of obtaining
your own insurance.You agree that we,or one of out atfiketes,may make a profit in connection with the insurance we obtain.You agree to cooperate watt us.our insurer and our agent in the Placement
of coverage and wills claims or,(b)we may waive the insurance requirement and charge you a monthly property damage surcharge in the emoure of.0035 of the original equipment cost to cover our credit risk,
administrative ousts and odor costs,as would be further described on a letter from us to you and on wtddi we may make a proft.If you later provide evidence that you have obtained acceptable Insurance,
we will cancel the insurance we obtained or cease Charging the surcharge.
arge.
e.INDEMNITY: We are not responsible for any loss or isurles caused by the installation or use of the Equipment. You agree to hold us harmless and reimburse us for kiss and to defend us
against any claim for losses or injury caused by the Equipment. We reserve the right to control the defense and to select or approve defense counsel. This indemnity survives the
expiration or lermin ation of this Agreement.
9.TAXES AND FEES: You agree to pay when Invoiced all taxes(including personal property lax.fines and penalties)and fees relating to Nis Agreement or the Equipment You agree to(a)
reimburse us for all personal property taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual property
taxes to be assessed. If you do not have a*1.00 purchase option,we will fie all personal property,use or other tax returns and you agree to pay us a processing fee for making such flings. You
agree to pay us up to*75.00 on the date the first payment is due as an origination fee. We reserve the right to charge a fee upon termination of this Agreement either by trade-up,buy.oa or
default Any fee charged under this Agreement may include a profit and Is subject to applicable taxes.
10.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THiS AGREEMENT. We may sell,assign,or transfer this Agreement and/or
the Equipment wfvaut notice. You agree that N we sell,assign,or transfer this Agreement andlor the Equipment.the new Lessor will have the same rights and benefits that we have now and will
not have to perform any of our obligations. You agree that the rights of the new Lessor will not be subject to any claims,defenses,or set offs that you may have against us whether or not you are
notified of such assigtanert.The cost of any Equipment,Software,services and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessors assignees
will independently verify any such costs. Lessee's assignees will be providing funding based on the payment you have negotiated with Supplier. You are responsible for determining your
accounting Vestment of the appropriate tax,legal,&uncial and accounting components of this Agreement
11.DEFAULT AND REMEDIES:(a)If you do not pay arty lease payment or other sum due(b)if you break any of your promises in the Agreement or any other Agreement with us Of(c)if you,or any
guarantor of your obligations become insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced against you,you aft be in default. If any pan of a
payment is more than three(3)days late,you agree to pays late charge of ten percent(10%)of the payment which is late or if less,the maximum charge allowed by law. If you are ever in default,
we may do any one or all of the following;(a)instruct Supplier to withhold service,pens and supplies and/or void the Customer One Guarantee;(b)terminate or cancel this Agreement and require
that you pay,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the Burn of:(i)all past due and current Monthly Payments(or other periodic payments)and
charges;(ii)the present value of all remaining Monthly Payments(or other periodic payments)and charges,discounted et the rate of four percent(4%)per annum(or the lowest rate permitted by
law,wtic eeer is higher);and(iii)the present value(at the seine discount rate as specified in dause(i)above)of the amount of any purchase option with respect 10 the Equipment or,If none is
specified,our anticipated value of the Equipment at the end of the term of this Agreement(or any renewal thereof);and(c)require you to return the Equipment to us to a location designated by us
(end with respect to any Software,(i)irvnedistely terminate your right to use the Software Including the disabling(on-site or by remote communication)of any Software;(II)demand the immerfate
return and obtain possession of the Software and re-license the Software at a pubic or private sale;and/or(iii)cause the Software supplier to terminate the Software license,support and other
services under the Software license).We may recover interest on any unpaid balance at the rate of four percent(4%)per annum but in no event more than the lawful maximum rate.We may also
use any of the remedies available to us under Article 2A of the Uniform Commercial Code as enacted in the State of Lessor or its Assignee or any other law. You agree to pay our reasonable costs
of collection and enforcement,including but not limited to atom e s fees and actual court costs relating to any claim arising under this Agreement incudig,but not limited to,any legal action or
referral for collection. If we have to fake possession of the Equipment,you agree b pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment will be credited
against what you owe us YOU AGREE THAT WE WiLL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a tater time.As of our rights are cumulative,It Is further agreed that
your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A(508.522)of the UCC.
12.UCC FILINGS:You grant us a security interest in the Equipment If this Agreement Is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar
instrument in order to show our interest M the Equipment.
13.CONSENT TO LAW,JURISDICTION,AND VENUE:This Agreement shall be deemed tufty executed and performed in the state of Lessor or its Assignee's principal place of business and shall
be governed by and construed in accordance with its laws. If the Lessor or is Assignee shall bring any judicial proceeding in relation to any mater arising under the Agreement,the Customer
irrevocably agrees that any such matter may be adjudged or determined in any court or courts In the state of the Lessor or its Assignee's principal place of business.or in any court or courts in
Customers state of residence,or In any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably submits
. generally and unconditionally to the jurisdiction of any such court so elected by Lessor in relation to such matters. BOTH PARTIES WAIVE TRIM.BY JURY IN ANY ACTION BETWEEN US.
14.LESSEE GUARANTEE: You agree,upon our request,to submit the original of this Agreement and any Schedules les to the Lessor vie overnight courier the same day of the facsimile or other
electronic transmission of the signed Agreement and such schedules. Both parties agree that this Agreement and any schedules signed and submitted to us by facsimile or other electronic
transmission shall,upon execution by us(me wally or electronically,as applicable),be binding upon the parties. You waive the right to challenge in court the authenticity of a faxed or other
eled►ahkay;transmited signed copy of this Agreement and any schedule and agree that the faxed or other eleCtronlcally-transmitted copy containing your faxed or other electronically-transmitted
signature and our manual or electronic signature shall be considered the sole original tor all purposes,including without limitation,any enforcement action under paragraph 11.
15. COMPUTER SOFTWARE: Not withstanding any other tens.and conditions of this Agreement,you agree tot as to Software only:a)We have not had•do not have,nor will have any title to such
Software,b)You have executed or will execute a separate software license Agreement and we are not a regards Agreement.e)You have •
party to and have no responsibilities whatsoever in ids to such license
selected such Software and as per Agreement paragraph 4,WE MAKE NO WARRANTIES OF NERCHANTABAITY,DATA ACCURACY, SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE
ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE.
CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS.INNDER THIS LEASE AGREEMENT SWILL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE
SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE.
Z
t
KMPF0003—US 06110/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier Lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013. Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
,• The fifth (5'h) sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth (8t) sentence, subsection (a) is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this Lease,"
• The tenth(10`h)sentence which is all capitalized,is deleted.
6. LOCATION OF EQUIPMENT:
• The second (2^d) sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment, you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first(1")sentence is amended to read:"From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear, you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment,listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2nd) sentence, the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers"15"and"6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as,a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with "14. INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with"16.INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVERABILITY:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18.NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C.NON-APPROPRIATION:
• In Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty(30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section 5. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect.All handwritten,typed or"red-lined"additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta Premier Finance City of Elgin p
By: /tail (� By& Aiwa ICJ
Se n H. Stegall
Title: Art .. (rP Title:City Manager
Date: 11/6/13
/OA 1/13
KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No, between Konica Minolta Premiere Finance, Lessor
And City of Elgin , Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that (1) it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes:and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,state or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement;or
(c)contest the existence and powers of you;nor Is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and with be used for essential government purposes and will to be essential for the
term of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1,200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrant(s)its governing body has
taken the necessary steps;including any legal bid requirements,under applicable law to arrange for acquisition of the Equipment;the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted and remains in full force and effect.
C. NON APPROPRIATION: In the event you are In default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non-appropriation did not result from any act or failure to act of you;
3. You have exhausted all funds legally available For all payment due under the Agreement;and
4. There is no other legal procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your Counsel verifying the same within ten(10)days thereafter;and(c)you do not directly or indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor,at your expense,Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments,if any;and/or sell,dispose of,hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this¢sh_day of November.2013.
I LESSOR ACCEPTANCE •�ssa �`1 •
/Efi/ e • Konica Minolta Premier Finance I I Ark.�DRfEO� SIGNATURE
CUSTOMER AGCEPT'ANCE
res11/6/13 City of Elgin );( / r City Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862 jic . 57"A AIL
FEDERAL TN(1,0.5 PRINT NAME
24884-10/02/2008
[Type text]
For office use only(Check one): ®Branch ❑Windsor ❑Windsor Commercial
API!,
APPLICATION NO. AGREEMENT NO. SCHEDULE NO.
W Master Premier
KONICA MINOLTA Lease Schedule
CUSTOMER BILL - TO INFORMATION,si purwc sLiu die/c,mint be c.nnp/cit ii liti rich nilli,rL locution./
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG/ROOM/SUITE
150 Dexter Court 2nd Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER' FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A denye_d @cityofelgin.org 36-6005862
'By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INSTALLATION LOCATION/sc/uw.u,c a Ii Ia!,,nn,,,he lrlcn d fat.curl,billing h,cuuon.�
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin Courtesy Desk
STREET ADDRESS/P.O.BOX BLDG/FLOOR/ROOM/SUITE
100 Symphony Way Ground Level
CITY STATE ZIP CONTACT NAME
Elgin II 60120 Jenny Diazdeleon
PHONE NUMBER FAX NUMBER
(847)931-6123 N/A diazdeleonj @cityofelgin.org
MAKE/MODEL NO./ACCESSORIES SERIAL NO.
Bizhub 454E
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $124.98 Security Deposit$ $0
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE //,���
01/11/2017 Konica Minolta Premier Finance c ►. ;c &t (• I u�?r.Jd'
DATED LESSOR SIGNATURE PRINT NAME
CUSTOMER ACCEPTANCE
01/11/2017 CITY OF ELGIN X /
Rifhard G. Kozal
DATED FULL LEGAL NAME SIGNATURE/TITLE Richard G. Ko zal, PRINT NAME
24711 -01/11/2010 City Manager
For office use only(Check one): 0 Branch 0 Windsor ATTACHMENT A ll
Master Premier APPLICATION NUMBER • AGREEMENT NUMBER t('91 11
ICA MINOLTA �Lease Agreement
KON
This Master Premier Lease Agreement('Agreement)is written in'Plain English". The words you and your,refer to the customer(and its guarantOrS). The words Lessor,we,us
and our,refer to Konica Minolta Premier Finance,a program of Konica Minolta Business Solutions U.S.A.,Inc.,its subsidiaries and affiliates.(Supplier)
CUSTOMER INFORm- -r 1‘ p ~, . )::
FULL LEGAL NAME STREET ADDRESS
City of Elgin 150 Dexter Court
CITY STATE ZIP PHONE' FAX
Elgin IL 60120 (847)931-5604
BILLING NAME(IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE ZIP E-MAIL
EQUIPMENT LOCATION(IF DIFFERENT FROM ABOVEI
151 Dourlas,455 Symphony Way, 100 Symphony Way, 2 Slade Ave, 1900 Holmes Rd,550 Summitt,650 Big Timber •
'By p icon •telephone number tor a waxier pie or Oster wireless deviox you are expressly consenting b receiving cowaricetions for NON-maketing ot soak/Ism Poposes)at ant number.Includirq.but not Wood to.
prereooad At WWI odce message eels,leA n-asuan,and bide made by an eubmeeo telephone ditanp system from Linear and de efafatet and sperms.This Express Consent applies to urn such telephone number Out
you proiWe a cat newo Si Me future and permits itch bills.These calls and messages msy incur excess Has loam your Whim provider.
CUSTOMER ONE GUARANTEE '
The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or "x'"""'"01"
ww.kmbs.konicaminolta.us. CUSTOMER ONE GUARANTEE
w
F 'r
TERMS%AND.CONOI T IONS ir " ,r 3a :l s` ' r+ 1 . .. _ is :1AI P''''�;o Iris rf..•
1.LEASE AGREEMENT:You agree to tease from us the personal property described utder'MAhkEJMODEUACCESSORES'and as modified by supplements to this Agreement from time to lima signed by yon
and us(such property end any upgrades,replacements,spars end additions referred to as`Egidpnanr)for business purposes only.To Use extent the Equipment includes kisrmgLie property or associated
services Such as periodic software lunges and prepaid database subscription rights,such property shag be referred lo es the*Software'. You agree bag or the terms and conditions oordai ed in this Agreement
and any Stledm*which together are a complete statement of our Agreement regarding the fisted equipment(*Agreement')and supersedes at otter writings,communications,uderstandudgs,agreements,any
purchase order and any solicitation documents and related documents. This Agreement becomes valid upon execution by or for us.The Equipment is deemed accepted by you under this Agreement unless you
notify us within three(3)days of delivery that you do not except the Equipment and specify the defect or malfunction.In that event,el our sole option,we or our designee will replace the detective item of Equipment
or this Agreement wit be canceled and we or our designee wit repossess the Equipment.You egrea get,upon as request,you will sign and deliver to us,a delivery and acceptance anfale cordoning your
acceptance of the Equipneri teased to you,The"Baling Date"of this Agreement wet be the twentieth(20th)day following installation.You agree b pay a prorated emaut of 1/301 h of the monthly payment tines the
number of days between the Installation date and the Billing Date. This Agreement wig continue from the Baling Dilator she Term shown end wN be extended autom.ticaly for successive one(1)month terms
unless you(a)send us written notice,between ninety 190)days and one hundred sty(150)days before the end of any term,of your decision to ratan or mrchase the Equipment or renew this Lease or(b)you do
not prdase or return the Equipment,as specified in your name,within ten(10)days after the end of the learn. Leases with$1.00 purchase optima will not be renewed. The periodic renewal payment has been
set by asurl agrumerl and is not bead on the cost of any component Millis)ease.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,F THE ACTUAL
COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. N any provision M till Agreement is deda ed uenfaaable in any)urisdictal the other provisions herein
shat remain in pit torte and effect in tat jurisdiction anti at others. You authorize us to awn or oared missing klomnMion on this lease Including your proper legal MM.serial members,other numbers
desaibYg the Equipment and other omitted tactual matters. You agree to provide updated annual andlor quarterly(manila statements to us upon request.You authorize us or our agent to obtain credit repots and
make credit inquiries regati g you and your financial condition and to provide your information,krdudng payment history,to our assignee or third parties having an economic Interest!n this Agreement or the
Equipment.
2.RENT:Ram*albs payable in installments,each in the amount of the Monthly Payment(or other periodic payment)shown plus any applicable sales,use and property tax. N we pay any tax on your What you
apse to reimburse us promptly along with•processing his Ssbsequal installments wIt be payable on the first day of each rental payment period shown begkvinp after the fat rental payment period or as
otherwise agreed. We veil have the right to apply at sums received from you to any amounts due and owed to us under the terms of this Agreement- Your obligation to make all Monthly Payments for other
periodic payment)hereunder Is absolute and unconditional and you cannot withhold or offset against any Monthly Payments(or other periodic payment)for any reason. You agree that you will remit
payments to us in the form or company checks(or personal checks in the mss of sole proprietorships),direct debit or wires oiy. You also agree ash and ash equivalents are not acceptable foes of payment for
this Agreement and that you will not remit such tams of payment bus.WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS
AGREEMENT OR UNDER A SCHEDULE RESULT M AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW,THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO
AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU.IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF'THE
LEGAL AMOUNT.
(Coninuer on back)
THIS IS A NONCANCELABLE I IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
:. ..�+.+'7. ,E qpa G' >v •"-�,i,-.W:S, �yv . . TS..� ,4 yJm'[�!^ ,,�'�7 `.! 'Tr!LT1C`�^^� fr;cJµ
LESSOR CGEPt:ANCE r Z 1; 4 6 i,t a R ,1 ';: '... ' ?3 1T1: 1 wi .r,_ V_T ,.t•
}v
Konica Minolta Premier Finance . -W t� ,(� ✓p to r(
LESSOR AUTHORIZED SI ER . TITLE DATED
GUStTOMER AGGEPTANGE .+r;+ ':¢ > �' '':,� ` ' <'+',4, s
/.f ; /.
City of Elgin x / !�• i November 6, 2013
FULL LEGAL NAME OF CUSTOMER(as referenced stove) AUTHORIZED• - ER DATED
36-6005862 Sean R. Stegall City Manager
FEDERAL TAX I.D.N PRINT NAME TITLE
To Mbar Oorowed ups die lunar*a uneasy tiro money Iewdamkp edivMNs,Federal taw.equine as Mendel MWxtbns to Main way end rodard Memmioa our inwards satin person who opens an aaourx.who vat means is,yarn yea
epee a.aooernt.as slit ask ter your erne.abbess and ether aramalem that oa anew tote identity you:yr any dm erk to see Identifying eexrments.
tee harass see to additional Mme and conditions.
KMPF0003-US 06110113
3.OWNERSHIP OF EOUIPMENT:We art the Lessor of the Equipment and have sole title(unless you have a$1.00 prchase option)to the Equipment(excluding software). You agree to keep the Equipment
tree and deer of ax hens and awns.
4.WARRANTY DISCLAIMER:WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS4S".You acknowledge that none of Supplier or their represertlativea are our agents
and none of them are authorized to modify the terms of this Agreement. No representation or warranty of Supplier with respect to the Equipment MN bind us,nor will any breach thereof relieve you
of any of your obligations hereunder. You are aware of the name of the manufacturer or supplier of each kern of Equipment and you will coded the manufacturer or supplier for a description of your
warranty rights. You hereby acknowledge and confirm that you rave not received any tax,financial,accounting or legal advice from us,the manufacturer or Supplier of the Equipment. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee Is a separate and Independent obligation of
Supplier to you,that no assignee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to setoff,
withholding,reduction,counterclaim or defense for any reason whatsoever Including,without Imitation,any claim you may have against Supplier with respect to the Customer One
Guarantee. •
•
5.LOCATION OF EQUIPMENT:You wit keep and use the Equipment only at your address shown above and you agree not to move it unless we agree to it. At the end of the Agreement's term,if
you do not purchase the Equipment,you wtl return the Equipment to a location we specify at your expense,in retail resaleable condition(normal wear and tear acceptable),full working order,and in
complete repair.
6.LOSS OR DAMAGE:You are responsible for the risk of toss or for any destruction of or damage to the Equipment. No such loss or damage relieves you from the payment obligations under t his
Agreement. You agree to promptly notify us in wrung of any loss or damage and you win then pay to us the present value of the total of all unpaid Monthly Payments(or other periodic payments
shown)tor the full Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,all discounted at tour percent(4%)per year. Any proceeds of
insurance will be paid to us and credited,at our option,against any loss or damage. You authorize us to sign on your behalf and appoint us as your attorney in fact to execute in your name any
insurance drafts or checks issued due to loss or damage to the Equipment.
7.COLLATERAL PROTECTION AND INSURANCE: You are responsible for installii g and keeping the Equipment in good working order.Except for ordinary wear and tear,you are responsible for
protecting the Equipment from damage and loss of any kind.If the Equipment is damaged or lost,you agree to continue to pay the amounts due and to become due hereunder without setoff or
defense.During the term of this Agreement,you agree that you will(1)insure the equipment against all loss or damage naming us as loss payee;(2)obtain liability and third party property damage
insurance naming us as an additional Insured;and(3)delver satisfactory evidence of such coverage with careers, policy forms and amounts acceptable to us.Al policies must provide that we be
given thirty(30)days written notice of any material change or cancellation.If you do not provide evidence of acceptable insurance,we have the right,but no obligation.(a)to obtain insurance
covering Our Interest(and only our interest)In the Equipment for the lease term,and renewals.My insurence we obtain will not insure you against third party or liability claims and may be canceled
by us at any time.In that event you win be required to pay us an additional amount each month for the insurance premium and an administrative fee.The cost may be more than the cost of obtaining
your own insurance.You agree that we,or one of our affiliates,may make a profit in connection with the insurance we obtain.You agree to cooperate with us,our insurer and our agent in the placement
of coverage and with mains or,(b)we may waive the I suraros requirement and cage you a monthly property damage surcharge in the amount of.0035 of the originsl equipment cost to cover our Credit dirk
administrative costs and other costs,as would be fuser described one letter from us to you and on which we may make a profit.If you later provide evidence that you have obtained acceptable insurance.
we will cancel the insurance rance we obtained or cease charging the surcharge.
8.INDEMNITY: We are not responsible for any loss or legumes caused by the installation or use of the Equipment. You agree to hold us harmless and reimburse us for loss and to defend us
against any claim for losses or injury caused by the Equipment. We reserve the right to control the defense and to select or approve defense counsel. This Indemnity survives the
expiration or termination of this Agreement
5.TAXES AND FEES: You agree to pay when Invoiced all taxes(including personal properly tax,fines and penalties)and fees relating to this Agreement or the Equipment You agree to(a)
reimburse us for all personal properly taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual properly
taxes to be assessed. If you do not have a$1.00 purchase option,we will file ail personal property,use or other tax returns and you agree to pay us a processing fee for making such firings. You
agree to pay us up to$75.00 on the date the first payment is due as an origination fee. We reserve the right to charge a fee upon termination of this Agreement either by trade-up,buyout or
default. Any fee charged under this Agreement may include a profit and Is subject to applicable taxes.
10.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT. We may set,assign,or transfer this Agreement and/or
the Equipment without notice. You agree that N we sell,assign,or transfer this Agreement and/or the Equipment the new Lessor will have the same rights and benefits that we have now and will
not have to perform any of our obligations. You agree that the rights of the new Lessor will not be subject to any claims,defenses,or set offs that you may have against us whether or not you are
nettled of such assignment.The cost of any Equipment,Software,services and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessor's assignees
will independently verify any such costs. Lessee's assignees will be providing funding based on the payment you have negotiated with Supplier. You em responsible for determining your
accounting treatment of the appropriate tax,legal,financial and accounting components of this Agreement.
11.DEFAULT AND REMEDIES:(a)If you do not pay any lease payment or other sum due(b)C you break any of your promises in the Agreement or any other Agreement with us or(e)S you,or any
guarantor of your obligations become Insolvent or commence bedew/icy or receivership proceedings or have such proceedings commenced against you,you will be in default. If any part of a
payment is more than three(3)days IMe,you agree to pay a late charge of ten percent(10%)of the payment Mich h is late or if less,the maximum charge allowed by law If you are ever In default.
we may do any one or all of the following;(a)instruct Supplier to withhold service,parts and supplies and/or void the Customer One Guarantee;(b)laminate or cancel this Agreement and require
that you pay,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the sun of:(i)all past due and current Monthly Payments(or other periodic payments)and
charges;(t)the present value of all remaining Monthly Payments(or other periodic payments)end charges,discounted at the rate of four percent(4%)per annum(or the lowest rate permitted by
law,whichever is higher);and(ti)the present value(at the same discount rate as specified in clause(I)above)of the amount of any purchase option with respect to the Equipment or,If none is
specified,our anticipated value of the Equipment at the end of the term of this Agreement(or any renewal thereof);and(c)require you to return the Equipment to us to a location designated by us
(and with respect to any Software,(i)immediately terminate your right to use the Software Including the disabling(on-site or by remote communication)of any Software;(ii)demand the immediate
return and obtain possession of the Software and re-license the Software at a pubic or private sale;and/or(iii)cause the Software supplier to terminate the Software Sce se,support and other
services under the Software license).We may mover interest on any unpaid balance at the rate of Iota'percent(4%)per annum but In no event more than the lawful maximum rate.We may also
use any of the remedies available to us under Article 2A of the Uniform Commercial Code as enacted in the State of Lessor or its Assignee or any other law. You agree to pay our reasonable costs
of collection and enforcement,including but not limited to attorneys fees and actual court costs relating to any peen*rising under this Agreement including,but not linked to,any legal action or
referral for collection. If we have to take possession of the Equipment,you agree to pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment will be credited
against whet you owe us YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a later time.All of our rights are cumulative.it is further agreed that
your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A(508.522)of the UCC.
12.UCC FILINGS:You grant to a security interest in the Equipment C this Agreement is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar
instrument in order to show our interest in the Equipment.
13.CONSENT TO LAW,JURISDICTION,AND VENUE:This Agreement shall be deemed fully executed and performed in the state of Lessor or its Assignee's principal pace of business and shall
be governed by and construed In accordance with ft laws. If the Lessor or its Assignee shall bring any judicial proceeding In relation to any matter arising under the Agreement the Customer
irrevocably agrees that any such matter may be adjudged or determined in any court or courts in the state of the Lessor or its Assignee's principal place of business,or in any court or courts in
Customer's state of residence,or In any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably submits
. generally and unconditionally to the juisd lotion of any such court so elected by Lessor In relation to such matters. BOTH PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN US.
14.LESSEE GUARANTEE: You agree,upon our request,to submit the original of this Agreement and any tic educes to the Lessor vie overnight courier the same day of the facsimile or other
electronic transmission of the signed Agreement and such schedules. Both parties.agree that this Agreement and any schedules signed and submitted to us by facsimile or other electrode
transnhiseion shall,upon execution by us(manually or ebgronially,as applicable),be binding upon the parties. You waive the right to challenge in court the au th enttaly of a faxed or other
elects icali trasrl*ed signed copy of this Agreement and any schedule and agree that the faxed or other ebdronlcauy-transmtned copy containing your faxed or other electronically-transmitted
sigratere and our manual or electronic signature shall be considered the sole original for all purposes,including without limitation,any enforcement action under paragraph 11.
15. COMPUTER SOFTWARE: Not withstanding any other terms;and conditions of this Agreement,you agree that as to Software only:a)We have not had,do not have,nor will have any It.to such
Software,b)You have executed or wit execute a separate software license Agreement and we we not a party to and have no responsibilities whatsoever in regards to such license Agreement.e)You have
selected such Software and as per Agreement paragraph 4,WE MAKE NO WARRANTIES OF MERCHANTABILITY,DATA ACCURACY, SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE
ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE.
CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS,INQDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE
SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE.
\els
KMPF0003-US 06/10/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier Lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013. Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
• The fifth (5t°) sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth (8`") sentence, subsection (a) is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this Lease,"
• The tenth(101h)sentence which is all capitalized,is deleted.
6. LOCATION OF EQUIPMENT:
• The second (2n0)sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment,you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first(1")sentence is amended to read:"From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear,you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment,listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2nd) sentence, the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers "15"and"6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as,a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with "14. INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with "16. INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVERABILITY:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18. NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C.NON-APPROPRIATION:
• In Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty (30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section 5. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect. All handwritten,typed or"red-lined"additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta Premier Finance City of Elgin
By: "( - ✓I) C. /l By& Aiwa/11,
/� Se n H. Stegall
Title: Art . V e Title:City Manager
Date: 11/6/13
PAO .
KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No. between Konica Minolta Premiere Finance,Lessor
And City of Elgin , Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that (1) it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes;and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,stale or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement;or
(c)contest the existence and powers of you;nor is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and wit be used for essential government purposes and will to be essential for the
term of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1,200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrant(s)its governing body has
taken the necessary steps;including any legal bid requirements,under applicable law to arrange for acquisition of the Equipment;the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted and remains in full force and effect.
C. NON APPROPRIATION: In the event you are in default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non-appropriation did not result from any act or failure to act of you;
3. You have exhausted all funds legally available for all payment due under the Agreement;and
4. There is no other legal procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your counsel verifying the same within ten(10)days thereafter;and(c)you do not directly or indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor.at your expense,Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments.if any;and/or sell,dispose of,hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this¢jh_day of November.2013.
I LESSOR AC-CEPT'ANCE 4 :'3- $ice :::`::
/ado G 3ile • Konica Minolta Premier Finance I C , (N"
LESSOR s 8 1 Ai'I / IGNATURE
1 CUSTOMER AGG:EPT'ANCE
11/6/13 City of Elgin r/taf ���P!"i City Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862 f R . 5r`r4
FEDERAL TAX 1.D.5 PRINT NAME
24884-10/02/2008
[Type text]
_ For office use only(Check one): ® Branch ❑Windsor ❑Windsor Commercial
Master Premier APPLICATION NO. AGREEMENT NO. SCHEDULE NO.
KONICA MINOLTA Lease Schedule
CUSTOMER BILL - TO INFORMATION(S 7 prole.e<Ihcrhr6,,mrn/be cu■pIccd hur r ach billii/i hx uNun./
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG/ROOM/SUITE
150 Dexter Court 2nd Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER' FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A denye_d @cityofelgin.org 36-6005862
By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INSTALLATION LOCATION lsc/rerun .clr�d�ih illircl h, c„rrl pIr h /liar uch hilliqQ loc(ifiun.
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin Engineering
STREET ADDRESS/P.O.BOX BLDG/FLOOR/ROOM/SUITE
1900 Holmes Road 1st Floor
CITY STATE ZIP CONTACT NAME
Elgin IL 60123 Cyndy Fowler
PHONE NUMBER FAX NUMBER
(847)931-6157 N/A Fowler_c @cityofelgin.org
MAKE/MODEL NO-/ACCESSORIES SERIAL NO.
Bizhub C368E
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $122.22 Security Deposit$ $0
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE
kitcl 01/11/2017 Konica Minolta Premier Finance ` iGI C /"jj�DATED LESSOR SIGNATURE PRINT NAME
CUSTOMER ACCEPTANCE X 01/11/2017 CITY OF ELGIN X • 40 Richard G. Kozal
DATED FULL LEGAL NAME SIGNATURE/TITLE
Richard G. Kozal, PRINT NAME
24711 -01/11/2010 City Manager
For office use only(Check one): 0 Branch 0 Windsor ATTACHMENT A
Master Premier APPLICATION NUMBER AGREEMENT NUMBER
114111
TeL
KONIU MINOLTA
Lease Agreement
This Master Premier Lease Agreement('Agreement')is written in"Plain English". The words you and your,refer to the customer(and Its guarantors). The words Lessor,we,us
and our,refer to Konica Minolta Premier Finance,a program of Konica Minolta Business Solutions U.S.A.,Inc.,Its subsidiaries and affiliates.(Suppier)
CUSTOMER INFQR(l?A'TION`_4=a '' rr .. " #, -< i`S'wf '•) Y''t :
FULL LEGAL.NAME STREET ADDRESS
City of Elgin 150 Dexter Court
CITY STATE ZIP PHONE' FAX
Elgin IL 60120 (847)931-5604
BILLING NAME OF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE ZIP E-MAIL
EQUIPMENT LOCATION OF DIFFERENT FROM ABOVE)
151 Dourlas,455 Symphony Way, 100 Symphony Way,2 Slade Ave, 1900 Holmes Rd, 550 Summitt,650 Big Timber
'By proddng•telephone number for•mauler phew or other winless device,you are expressly coneenlrg to receiving commuriations(for NON.mxket g or sanitation proposes)at let number.Including,but not imbed to,
ptemoorded or needle voile message gels,text messages,and calk made by an automatic hipbone dieing system from Lessor and its ciliates and agents. This Enpess Consent appia to men such telephone number that
you provide to us now er It Hare and permits suds cells.These teak amid massages may snow access tees born your cellular provider.
V e,a .,,•.
,y,.s:..-4 s s• :.H im_ - y .-r-fl •soy. "�s? gt„ __ .�_'4 _.
t
CUSTOMER ONE GUARANTEE V )
_n'.;0. .r.c.i! .: ..t_ '-<st_�G'-Sr>_,� t c•i u
The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or 10'" iiiDt" --
www.kmbs.koni cam Ind ta.us. CUSTOMER ONE GUARANTEE
TERMS AND COl1IDITIONS a .L • ',a a ! : 1'1, , P"- c) 11.15; r.
1.LEASE AGREEMENT:You agree to Rase from us use personal property described under'MAKE MODEUACCESSORES•and as modified by supplements to this Agreement from time to lime signed by you
and us(awn property and any upgrades rplowmen«,repairs and additions referred to as'Equipment')for business purposes only.To the extent the Equipment includes interigable property or associated
services aueh as periodic software licenses and prepaid database subscription rights,such properly shat be Warred bas the'Software'. You agree to al of the terms and conditions contained in this Agreement
and any Schedule.which together area complete statement of our Agreement regarding the istad equipment CAgreernenr)and supersedes all suer writings,communications,undersrardrps,agreements,any
purdese Order end any solicitation documents and related documents. This Agreement becomes valid upon execution by or for us.The Equpmen is deemed accepted by you under this Agreement unless you
no*to mein three(3)days of delivery that you do not accept the Equlpnsert and specify the detect or mauursobn.In that event,M our sole option,we or cur designee will replace the detective Nam of Equipment
or this Agreement will be canceled and we«our designee win re possess the Equipment You agree aid.upon our request,you was sign and deliver to us,a delivery and acceptance anihnM confirming your
acceptance of to Equipment leased to you.The'Br Wing Date"of this Agreement will be the twentieth(20th)day follosilg in stalaion.You agree to pay a prorated amount of 1/30th of the mortally payment times the
number or days between the instigation date and the Biting Date This Agreement wilt continue from the Bing Data for use Temp shown and will be extended automatically for successive one(1)month teens
unless you(e)send us writers notice,between ninety(90)days and one hundred any(150)days before the end of any tear,of your decision to return or purchase the Equipment or renew this Lease or(b)you do
not purchase or return the Equipment,as specified in your notice,wIN*i ten(10)days after the and of the term Leases with$1.00 purchase options will not be renewed. The periodic renewal payment has been
set by mewl agreement and is not based on the cost of any component of this lease.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,IF THE ACTUAL
COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. if any provision of rat Agreement Is Ordered wsertoroaable h any Juriadidiat die•otsr prov°ons herein
Mal remain in fiat lore.and effect in that Jurisdiction and all others. You authorize us to ksten or Doren missing Information on this lease lnducrg your proper legal ane,mkt numbers,other number*
describing the Equipment and other omitted factual matters. You apes to provide updated annual and/or quarterly financial statements to is upon request.You authorize us or our agent to obtain aeon reports and
rollsa asdd inquiries regandeg you and your finandal condition and to provide you tnlomtlion,irsduding payment history,to our assignee or tie parties having an economic interest in this Agreement or the
Equipment.
2.RENT: Rant vela be payable in kutaliments,each in the amount of the Monthly Payment(or other periodic payment)shown plus any applicable sales,use and properly tax. If we pay any tax on you behalf,you
agree to re rsbiese us promptly along with a processing here. Ssirseque s instalments will be payable en the first day of each rental payment period shown beginning filer the and rental payment period or as
otherwise a greed. We wit have the rust to apply all sums received from you to any amounts due and owed to us under the tams of this Agreement. Your obligation to make on Monthly Payments(«other
periodic payment)hereunder h absolute and unconditional and you cannot withhold or offset against any Monthly Payments for other periodic payment)for any reason. You agree that you mil matt
payments bus in the form of company checks(or personal decks in the case of sole proprietorships),direct debit or wires only. You also agree cash and cash equivalents are not acceptable forms of payment for
this Agreement and that you will not remit such forms of payment to us.WE BOTH WEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS
AGREEMENT OR UNDER A SCHEDULE RESULT W AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW,THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO
AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU.IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE
LEGAL?MOUNT.
(Con Untied on back)
THIS IS A NONCANCELABLE!IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
LESSOR GCEPgTANGE� `s 't' a '1.— �'i 3' ='`r r. r.' +. .wr4 _ , .z
Konica Minolta Premier Finance . ,c •' A VP j0 r( �3
LESSOR AUTHORIZED SIC ER 4 TITLE DATED
t�o r S. ibs4. .: � x�, -.t 1 f - �. Mai,.
CUS±TOMER AC-CEPTANCE .' � ''` " .. •',: ._ •
.. 4
City of Elgin x rsC �/`!�• /. . November 6, 2013
FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED S7. ER DATED
36-6005862 Sean R. Stegall City Manager
FEDERAL TAX 1.0.N PRINT NAME TITLE
To hip ee glomming fps the Imam or tenons,and money ime dnig edlvaks.Fadrn taw manes as dude heettiora se Wan,only and raced Womellon tut identities won person who opens sn mount-Watt rub means is,Min hw
Open me scorner.he w0 ask for your nose.oldie's end Mier Womrlien Nn wit OW use Wedgy you;we may also ask to sae aerMyke doeerwis.
gee mane side for addbbnal terms and conditions.
KMPF0003—US 06/10/13
3.OWNERSHIP OF EQUIPMENT:We ere the Lessor of the Equipment and have sole title(unless you have a 11.00 purchase option)to the Equipment(excluding software). You agree to keep the Equipment
tree and deer of ail fans and claims.
4.WARRANTY DISCLAIMER:WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS-IS".You acknowledge that none of Supplier or their representatives are our agents
and none of them are authorized to modify the terms of this Agreement. No representation or warranty of Supplier with respect to the Equipment will bind us,nor will any breach thereof relieve you
of any of your obligations hereunder. You are aware of the name of the manufacturer or supplier of each aem of Equipment and you will contact the manufacturer or supplier tore description of your
warranty rights. You hereby acknowledge and confirm that you have not received any lax,financial,accounting or legal advice from tut,the manufacturer or Supplier of the Equipment. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee Is a separate and independent obligation of
Supplier to you,that no assignee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to setoff,
withholding,reduction,counterclaim or defense for any reason whatsoever Including,without limitation,any claim you may have against Supplier with respect to the Customer One
Guarantee.
5.LOCATION OF EQUIPMENT:You will keep and use the Equipment only at your address shown above and you agree not to move it unless we agree to it. At the end of the Agreement's tern,N
you do not purchase the Equipment,you will return the Equipment to a location we specify at your expense,In retail resaleable condition(normal wear and tear acceptable),full worldng order,and in
complete repair.
6.LOSS OR DAMAGE:You are responsible for the risk of toss or for any destruction of or damage to the Equipment. No such loss or damage relieves you from the payment obligations under this
Agreement. You agree to promptly notify us in writing of any loss or damage and you will then pay to us the present value of the total of all unpaid Monthly Payments(or other periodic payments
shown)for the full Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,all discounted at four percent(4%)per year. Any proceeds of
insurance will be paid to us and credited,at our option,against any loss or damage. You authorize us to sign on your behalf and appoint us as your attorney in fact to execute in your name any
insurance drafts or checks issued due to loss or damage to the Equipment.
7.COLLATERAL PROTECTION AND INSURANCE: You are responsible for installing and keeping the Equipment in good working order.Except for ordinary wear and tear,you are responsible for
protecting the Equipment from damage and loss of any kind.If the Equipment is damaged or lost,you agree to continue to pay the amounts due and to become due hereunder without setoff or
defense.During the loan of this Agreement,you agree that you will(1)insure the equipment against all loss or damage naming us as loss payee;(2)obtain liability and third party property damage
insurance naming us as an additional insured:and(3)delver satisfactory evidence of such coverage with carriers, policy forms and amounts acceptable to us.AN policies must provide that we be
given thirty(30)days written notice of any material change or cancellation.If you do not provide evidence of acceptable insurance,we have the right,but no obligation,(a)to obtain insurance
covering our interest(and only our interest)in the Equipment for the lease term,and renewals.Any insurance we obtain will not insure you against third party or mobility claims and may be canceled
by us at any time.In that event you will be required to pay us an additional amount each month for the insurance premium and an administrative fee.The coat may be more than the cost of obtaining
your own insurance.You agree that we,or one of our affelates,may make a profit in connection with the insurance we obtain.You agree to cooperate with us,our insurer and our agent in the placement
of coverage and with claims or,(b)we may waive to insurance requirement and charge you•monthly property damage surcharge in the smart of.0035 of the origins/equipment cost to cover our credt risk,
administrative costs and other costs,as would be further described on a letter from us to you and on which we may treks•profit.If you later provide evidence that you have obtained acceptable insurance.
we will cancel the insurance we obtained or cease claming the surcharge.
a.INDEMNITY: We are not responsible for any loss or injuries caused by the installation or use of the Equipment. You agree to hold us harmless end reimburse us for loss and to defend us
against any claim for losses or injury caused by the Equipment. We reserve the right to control the defense and to select or approve defense counsel. This indemnity survives the
expiration or termination of this Agreement.
9.TAXES AND FEES: You agree to pay when invoiced all taxes(including personal property tax,fines and penalties)end fees relating to this Agreement or the Equipment. You agree to(a)
reimburse us for all personal property taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual property
taxes to be assessed. If you do not have a 11.00 purchase option,we will file ant personal properly,use or other tax returns and you agree to pay us a processing fee for making such filings. You
agree to pay us up to 525.00 on the date the fat payment is due as an origination fee. We reserve the right to charge a fee upon termination of this Agreement either by trade-up,buy-out or
default.Arty fee cheeped under this Agreement may include a profit and Is subject to applicable taxes.
10.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT. We may sell,assign,or transfer this Agreement and/or
the Equipment without notice. You agree that N we sell,assign,or transfer this Agreement and/or the Equipment,the new lessor will have the same rights and benefits that we have now and will
not have to perform any of our obligations. You agree that the rights of the new Lessor wIl not be subject to any claims,defenses,or set offs that you may have against us whether or not you are
notified of such assignment.The cost of any Equipment.Software,services and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessor's assignees
will independently verify any such costs. Lessee's assignees wlN be providing fuming based on the payment you have negotiated with Supplier. You are responsible for determining your
accounting treatment of the appropriate tax,legi,financial and accounting components of this Agreement
11.DEFAULT AND REMEDIES:(a)N you do not pay any lease payment or other sum due(b)if you break any of your promises in the Agreement or any other Agreement with us or(c)il you,or any
guarantor of you obligations become insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced against you,you will be in default. N any pan of a
payment is more than time(3)days late,you agree to pay a late charge of ten percent(10%)of the payment which is late or if less,the maximum charge allowed by law. If you are ever in default,
we may do any one or an of the following;(a)instruct Supplier to withhold service,parts and supplies and/or void the Customer One Guarantee;(b)terminate or cancel this Agreement and require
that you pay,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the sun of:(i)all past due and current Monthly Payments(or other periodic payments)and
charges;(Ii)the present value of all remaining Monthly Perna/es(or other periodic payments)and charges,discounted at the rate of four percent(4%)per annum(or the lowest rate permitted by
taw,whichever is higher);and(iii)the present value(at the same discount rate as specified in clause(I)above)of the amount of any purchase option with respect to the Equipment or,If none is
specified,our anticipated value of the Equipment at the end of the term of this Agreement(or any renewal thereof);and(c)require you to return the Equipment to us to a location designated by us
(and with respect to any Software,(i)immediately terminate your right to use the Software Including the disabling(on-site or by remote communication)of any Software;NO demand the immediate
return and obtain possession of the Software and re-license the Software at a pubic or private sale;and/or(iii)cause the Software supplier to terminate the Software Oconee,support and other
services under the Software license).We may recover interest on any unpaid balance at the rate of four percent(4%)per annum but In no event more than the lawful maximum rate.We may also
use any of the remedies available to us under Article 2A of the Uniform Commercial Code as enacted in the State of Lessor or its Assignee or any other law. You agree to pay our reasonable costs
of collection and enforcement Inducting but not limited to attorney's fees and actual court costs relating to any claim*rising under this Agreement including,but not limited to,any legal action or
referral for collection. If we have to take possession of the Equipment,you agree to pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment will be credited
against whet you owe us YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a tater time.AN of our rights are cumulative,It is further agreed that
your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A(508-522)of the UCC.
12.UCC FILINGS:You grant us a security interest in the Equipment If this Agreement is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar
instrument in order to show our interest In the Equipment.
13.CONSENT TO LAW.JURISDICTION.AND VENUE:This Agreement shall be deemed fully executed and performed in the state of Lessor or its Assignee's principal place of business and shall
be governed by and construed in accordance with its laws. If the Lessor or its Assignee shall bring any judicial proceeding in relation to any matter arising under the Agreement,the Customer
irrevocably agrees that any such meter may be adjudged or determined in any court or courts in the state of the Lessor or its Assignee's principal place of business,or in any noun or courts in
Customer's state of residence,or in any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably submits
. generally and unconditionally to the jurisdiction or any such court so elected by Lessor In relation to such maters. BOTH PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN US.
14.LESSEE GUARANTEE: You agree,upon our request,to submit the original of this Agreement and any idedues to the Lessor via overnight courier the same day of the facsimile or other
electronic transmission of the signed Agreement and such schedules. Both parties agree that this Agreement and any schedules signed and submitted to us by facsimile or other electronic
trasmisiion shalt upon execution by us(manually or electronically,as applicable),be binding upon the gantles. You waive the right to challenge in court the authenticity of a faxed or other
eledrahkily;trasmltted signed copy of this Agreement and any schedule and agree that the faxed or other electronically-transmitted copy containing your faxed or other electronically-transmitted
signature and our manual or electronic signature slat be considered the sole original for all purposes,including without limitation,any enforcement action under paragraph 11.
15. COMPUTER SOFTWARE: Not withstanding any other tent s.iand conditions of this Agreement,you agree that as to Software sty:a)We have not had,do not have,nor will have any stir to such
Software,b)You have executed or will execute a separate software license Agreement and we are not a party to end have no responsibilities whatsoever in regards to such license Agreement,c)You have
selected such Software and as per Agreement paragraph 4,WE MAKE NO WARRANTIES OF MERCHANTABL.ITY,DATA ACCURACY, SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE
ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE. SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE.
CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS UNDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE
SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE.
•
�1
KMPF0003—US 06/10/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier Lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013. Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
• The fifth (5th) sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth (8h) sentence, subsection (a) is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this Lease,"
• The tenth(10th)sentence which is all capitalized,is deleted.
6. LOCATION OF EQUIPMENT:
• The second (2"d)sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment, you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first(1")sentence is amended to read: "From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear,you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment,listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2n°) sentence, the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers "15"and"6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as,a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with "14. INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with "16. INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVERABILITY:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18. NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C.NON-APPROPRIATION:
• In Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty(30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section 5. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect. All handwritten,typed or"red-lined"additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta�Pre�mier Finance City of Elgin /�
By: .��L`4.3.4�� C• / t Vt By& . l i
�/� Se n H. Stegall
Title: / t e. V e Title:City Manager
Date: 11/6/13
/0/31/13
KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No. between Konica Minolta Premiere Finance, Lessor
And City of Elgin , Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that (1) it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes;and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,stale or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement;or
(c)contest the existence and powers of you;nor is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and will be used for essential government purposes and will to be essential for the
term of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1,200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrant(s)its governing body has
taken the necessary steps;including any legal bid requirements,under applicable law to arrange for acquisition of the Equipment;the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted end remains in full force and effect.
C. NON APPROPRIATION: In the event you are In default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non-appropriation did not result from any act or failure to act of you;
3. You have exhausted all funds legally available for all payment due under the Agreement;and
4. There is no other legal procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your counsel verifying the same within ten(10)days thereafter;and(c)you do not directly or indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor,at your expense,Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments,if any;and/or sell,dispose of hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this§!h day of November.2013.
LESSOR ACCEPTANCE
.`i f>;y•',;;:,-"....z. ,�I
/0 oil Konica Minolta Premier Finance T c , cL: ✓'`D
SIGNATURE A e
I CUSTOMER ACCEPTANCE . .. ``
11/6113 City of Elgin ffr;taf(.t• 4/'fr, City Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862 C.61\14 , 5r4MA.-
FEDERAL TAx EOM PRINT NAME
24884- 10/02/2008
[Type text]
For office use only(Check one): ® Branch ❑Windsor ❑Windsor Commercial
APPLICATION NO. ' AGREEMENT NO. SCHEDULE NO.
_ Master Premier
KONICA MINOLTA Lease Schedule
-
CUSTOMER BILL - TO INFORMATION(.Squ,rv/r whrduh c„nrl ph h l/Iiir cad,
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG/ROOM/SUITE
150 Dexter Court 2nd Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER` FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A denye_d @cityofelgin.org 36-6005862
By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INSTALLATION LOCATION rsi/l,/1rui h,.rbih,malt 1,c cacli huliii id,a/i,,11.)
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin Fleet
STREET ADDRESS/P.O.BOX BLDG/FLOOR/ROOM/SUITE
1900 Holmes Road 1St Floor
CITY STATE ZIP CONTACT NAME
Elgin IL 60123 Kim Levan
PHONE NUMBER FAX NUMBER
(847)931-5991 N/A Levan_k @cityofelgin.org
MAKE/MODEL NO./ACCESSORIES SERIAL NO.
Bizhub 284E
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $99.03 Security Deposit$ $0
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE
01/11/2017 Konica Minolta Premier Finance AITWA C _ t.4,1 / /;t4iAt
DATED LESSOR SIGNATURE PRINT NAME
CUSTOMER ACCEPTANCE
X �
01/11/2017 CITY OF ELGIN X 2icharrl (:_ Knza1
DATED FULL LEGAL NAME SIGNATURE/TITLE Richard G. Ko zal, PRINT NAME
24711 -01/11/2010 City Manager
For office use only(Check one): 0 Branch 0 Windsor ATTACHMENT A
Master Premier APPLICATION NUMBER AGREEMENT NUMBER I Gi ill
KONICA MINOLTA Lease Agreement
. J
This Master Premier Lease Agreement('Agreement')is written In"Plain English". The words you and your,refer to the customer(and its guarantors). The words Lessor,we,us
and our,refer to Konica Minolta Premier Finance,a program of Konica Minolta Business Solutions U.S.A.,Inc.,its subsidiaries and affiliates.(Supplier)
CUS n4EER INFQRMATfON 07 `
FULL LEGAL NAME STREET ADDRESS
City of Elgin 150 Dexter Court
CITY STATE ZIP PHONE' FAX
Elgin IL 60120 (847)931-5604
BILLING NAME(IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE ZIP E-MAIL
EQUIPMENT LOCATION(IF DIFFERENT FROM ABOVE)
151 Dourlas,455 Symphony Way, 100 Symphony Way,2 Slade Ave, 1900 Holmes Rd, 550 Summitt,650 Big Timber •
*By pleading•telephone number Inc a cellular phone or otter winless device,you an ehprassy consenting M receiving comma ications(for NONa^rketina cc sops iabon remotes)at that lumber,Inducting,but net kraal to,
prereoaWd or arlarder voice nesage cats.teat messages,one ant made by an automatic telephone dieing system tram Lessor and its lantsses and agents.This Express Consent applies to wet such telephone number that
you peeid,in us newer In the tubas and permits such als.These calls and messages may incur access teen born your Weer provider.
re•. �.
CUSTOMER{.ONF_ GUARANTEE °"l ,a `+� _` .:,
-J rt.,1„.A<..-.1. ! f.• .. _i... ,\5.4�.u.. .J ..R..di... ... �Ls.G.:� nL a. ....�..�.. _.. GfL a'Z'i5��.�i-....ti.Y_ ..
The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or "ew'saortas
www.kmbs.konicaminolta.us. CUSTOMER ONE GUARANTEE
TERNIS?AND;CONDITIONS � � ��� ' �rc�' •
_.._• ••• ;c s •
--•--- li a�� ' r_ • i • r-c,-> >r ic -r F
1.LEASE AGREEMENT:You agree to lease front us the personal property described under"MAKEAMODEUACCESSORIES'and as modified by supplements lo this Agreement from time to time signed by you
and us(Nadi properly and any upgrades,replacements,repairs and additions retuned to as"Equipment')for business purposes oily.To the indent the Equipment includes intargBle property or associated
services Audi es periodic software menses and prepaid database subscription rights,such property shell be referred to as the'Software You agree to as of the terms and conditions contained in this Agreement
and any Schedule,which together are a complete statement of our Agreement regarding the fisted equipment('Agreement')and supersedes at other w hinge.consrssicetions,i drstandvps,agreements,any
purchase order and any soralation documents and related documents. This Agreement becomes valid upon execution by or for us.The Equipment is deemed accepted by you under this Agreement unless you
notify us within three(3)days of delivery that you do not accept the Equipment and specify the defect or malfunction_in that event,at our sole option,we or our designee will replace the defective item of Egtpment
or this Agreement wit be canceled and we or our designee will repossess the Equipment.You agree that,upon our request,you wit sign and deliver to us,a end ..atl& te
acceptance of are Equipment leased to you.The"Bung Date"of this Agreement wfil be the twentieth(20th)day loft:tu tg rslakation.You delivery Y
agree to pay a prorated amount of 1/30ah of the monthly payment limes the
number of days between the kwtatetiot date end the Billing Date. This Agreement wit continue from the Bing Data for the Term shown and will be extruded atdomaficsry for successive one(1)month terms
tdiess you(e)send us%mitten notice,between ninety(90)days and one hundred Say(150)days before the end of any term of your decision to return or purchase the Equipment or renew Iris Lasso or(b)you do
notµsdtpe or return the Equipment.as specified in your notice,within ten(10)drys after the end of the term Leases with$1.00 purchase options all not be renewed. The periods rennewel payment has been
set by mutual agreement and It not based on the asst of any component of this lease.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,IF THE ACTUAL
COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTN ATE PROVIDED TO LESSEE. If any provision of the Agreement is declared unenforceable in any kxis idiom.the other Provisions herein
shat remain in hit force and effect in that prediction and all others. You authorize us to Insert or correct missing&tlomrotion on this lease inducing your proper legal name,serial Lumbers,other numbers
describing the Equipment and other meted factual matters. You agree to provide updated annual anchor quarterly financial statements to I s upon request.You authorize us or our agent to obtain credit reports and
make aide Inquiries risoardrig you end your financial condition and to provide yo s intmnation,inducing payment history,to our assignee or Uti d parties having an economic interest in this Agreement or the
Equipment
2.RENT:Rent wfl be payable in installments,each in the amount of the Monthly Payment(or other periodic payment)shown plus any applicable sales,use and property tax. If we pay any tax on you behat,you
agree to reimburse us promptly along with a processing fee. Subsequent Istalments will be payable on the fast day of each rental payment period shown begin rao after the fest rental payment period or as
otherwise agreed. We will have the right to apply as sums received from you to any amounts due and owed to us under the terms of this Agreement. Your obfga ion to make en Monthly Payments(a other
periodic payment)hereunder Is absolute and unconditional and you cannot withhold or offset against any Monthly Payments(or other periodic payment)for any reason. You agree that you will remit
payments to us in to form of company checks(or personal checks in the case of sole proprietorships),direct debit or was only. You also agree cash and cash equivalents are not acceptable forms of paymre for
Iris Agreement and that you will not remit such fors of payment to us.WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS
AGREEMENT OR UNDER A SCHEDULE RESULT M AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW,THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO
AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU.IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE
LEGAL AMOUNT.
(Continued on back)
THIS IS A NONCANCELABLE 1 IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
LESSOR ACGEi4NGE x ,.P:, era�' r " _ tinrr,f :rte
Gtr . e";dat7% r rE
I
Konica Minolta Premier Finance . f, /1 s1 JP (0 r(
�3
�'1 A
LESSOR AUTHORIZED S ER TITLE DATED
GUSTOMER AGGEPTANCE• -" (ii,-C T4 •' . •
•
City of Elgin ` iOvc• .w' November 6, 2013
FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED S ER DATED
36-6005862 Sean R. Stegall City Manager
FEDERAL TAX I.D.N PRINT NAME TITLE
To leatte Oorermere iaa1 the funtOO at raventn and money tsudoNrg sW4es.Federal hew moans at enander khs4aabm a obtain.verily and record Womrlbn that identfw earth person sew opens an amount trAia Yds means is,Wren
you
open a natal.we all we kw your race.address and other arornutien that vat slew to to WeM17 you;we may We ask to see Identifying drawees.
See everse she ter additional am and conditions.
KMPF0003—US 06/10/13
3.OWNERSHIP OF EQUIPMENT:We ere the Lessor of the Equipment and have sole tale(unless you have a 51.00 purchase option)to the Equipment(excluding software). You agree to keep the Equipment
tree and deer of eft funs and dims.
4.WARRANTY DISCLAIMER:WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS45".You acknolbdge that none of Supplier or their representatives are our agents
and none of them are authorized to modify the terms of this Agreement. No representation or warranty of Supplier wth respect to the Equipment will bind us,nor wilt any breach thereof relieve you
of any of your obligations hereunder. You are aware of the name of the manufacturer or supplier of each rem of Equipment and you will corded the manufacturer or supplier for a description of your
warranty rights. You hereby acknowledge and confirm that you have not received any tax,financial,accounting or legal advice from us.the manufacturer or Supplier of the Equipment. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee Is a separate and Independent obligation of
Supplier to you,that no assignee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to setoff,
withholding,reduction,counterclaim or defense for any reason whatsoever Including,without limitation,any claim you may have against Supplier with respect to the Customer One
Guarantee.
S.LOCATION OF EQUIPMENT:You will keep and use the Equipment only at your address shown above and you agree not to move i unless we agree to it. At the end of the Agreement's term,If
you do not purchase the Equipment,you will return the Equipment to a location we specify at your expense,In retail resaleable condition(normal wear and tear acceptable),full working order,and in
complete repair.
6.LOSS OR DAMAGE:You are responsible for the risk of loss or for any destruction of or damage to the Equipment. No such loss or damage relieves you from the payment obligations under this
Agreement. You agree to promptly notify us in writing of any loss or damage and you will then pay to us the present value of the total of all unpaid Monthly Payments(or other periodic payments
shown)for the full Agreement term plus the estimated Lair market value of the Equipment at the end of the originally scheduled term,at discounted at tour percent(4%)per year. Any proceeds of
insurance will be paid to us and credited,at our option,against any toss or damage. You authorize is to sign on your behatr and appoint us as your attorney in fad to execute in your name any
insurance drafts or checks issued due to loss or damage to the Equipment.
7.COLLATERAL PROTECTION AND INSURANCE: You are responsible for installing and keeping the Equipment in good working order.Except for ordinary wear and tear,you are responsible for
protecting the Equipment from damage and loss of any kind.If the Equipment is damaged or lost,you agree to continue to pay the amounts due and to become due hereunder without setoff or
defense.During the term of this Agreement,you agree that you will(1)insure the equipment against all loss or damage naming us as loss payee;(2)obtain liability and third party property damage
insurance naming us as an additional insured;and(3)deliver satisfactory evidence of such coverage with carriers, policy forms and amounts acceptable to us.At policies must provide that we be
given thirty(30)days written notice of any material change or cancellation.If you do not provide evidence of acceptable insurance,we have the right,but no obligation.(a)to obtain insurance
covering our interest(and only our interest)In the Equipment for the lease term,and renewals.Any insurance we obtain will not insure you against third party or liability claims and may be cancelled
by us at any time In that event you will be required to pay us an additional amount each month for the insurance premium and an administrative fee.The cost may be more than the cost of obtaining
your own Insurance.You agree that we,or one of our affiliates,may make a profit in connection with the insurance we obtain.You agree to cooperate with us,our insurer and our spend in the placement
of coverage and with cairns or,(b)we may waive the Insurance requirement and charge you a monthly property damage surcharge in the smart of.0035 of the original equipment cost to cover our credit risk
e dm'ristretive costs and other costs,as would be further described one teeter from us to you and on which we may make a profit If you later provide evidence that you have obtained acceptable insurance.
we will cancel the insurance we obtained or cease charging the surcharge.
I.INDEMNITY: We are not responsible for any toss or injuries caused by the installation or use of the Equipment. You agree to hold us harmless end reimburse us for loss and to defend us
against any claim for losses or injury caused by the Equipment. We reserve the right to control the defense and to select or approve defense counsel. This IndemnIty survives the
'aphelion or termination of this Agreement
5,TAXES AND FEES: You agree to pay when invoiced all taxes(Including personal properly tax,fines and penalties)and tees relating to this Agreement or the Equipment. You agree to(a)
reimburse us for all personal property taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual properly
taxes to be assessed. If you do not have a$1.00 purchase option,we will Me at personal property.use or other tax returns and you agree to pay us a processing fee for making such firings. You
agree to pay us up to$75.00 on the date the feet payment is due as an origination fee. We reserve the right to charge a fee upon termination of this Agreement either by trade-up,buy-out or
default. Any fee charged under this Agreement may include a profit and is subject to applicable taxes.
fb.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT. We may set,assign,or transfer this Agreement and/or
the Equipment wtiort notice. You agree that If we sell,assign,or transfer this Agreement and/or to Equipment.the new Lessor will have the same rights and benefits that we have now and will
not have to perform any of our obligations. You agree tat the rights of the new Lessor will not be subject to any claims,defenses,or set offs that you may have against us whether or not you are
notified of such assignment.The cost of any Equipment,Software,services and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessor's assignees
wit independently verify any such costs. Lessee's assignees will be providing fundrg based on the payment you have negotiated with Supplier. You are responsible for determining your
accounting Vestment of the appropriate tax,legal,financial and accounting components of this Agreement.
11.DEFAULT AND REMEDIES:(a)if you do not pay any lease psymerd or other sum due(b)if you break any of your promises in the Agreement or any other Agreement with us or(e)I you,or any
guarantor of your obligations become insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced against you,you will be in default. If any put of a
payment is more than three(3)days late,you agree to pay a late charge of ion percent(10%)of the payment wtndh is late or if less,the maximum charge allowed by law. If you are ever in default.
we may do any one or all of the following;(a)instruct Supplier to withhold service,parts and supplies and/or void the Customer One Guarantee;(b)terminate or cancel this Agreement and require
that you pay,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the sum of:(i)ai past due and current Monthly Payments(or other periodic payments)and
charges;(i)the present value of at rennatrning Monthly Payments(or other periodic payments)and charges,discounted at the rate of our percent(4%)per annum(or the lowest rate permitted by
taw,whichever is higher);and(iii)the present value(at the sane discount rate as specified in clause(1)above)of the amount of any purchase option with respect to the Equipment or,If none is
specified.our anticipated value of the Equipment at the end of the term of this Agreement(or any renewal thereof);and(c)require you to return the Equipment to us to a location designated by us
(and with respect to any Software,(i)immediately terminate your right to use the Software Including the disabling(on-site or by remote oxranunication)of any Software;(II)demand the immediate
return and obtain possession of the Software and re-license the Software at a pubic or private sale;and/or(ii)cause the Software supplier to terminate the Software Scene,support and other
services under the Software license).We may recover interest on any unpaid balance at the rate of four percent(4%)per annum but In no event more than the lawful maximum rate.We may also
use any of the remedies available to us under Article 2A of the Uniform Commercial Code as enacted in the State of Lessor or its Assignee or any other law. You agree to pay our reasonable costs
of collection and enforcement,including but not limited to atonay's fees and actual court costs relating to any Maim arising under thhis Agreement including,but not limited to any legal action or
referral for codedion. If we have to take possession of the Equipment,you agree o pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment will be credited
against what you owe us YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a later time.AN of our rights are cumulative.It is further agreed that
your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A(508-522)of the UCC.
12.UCC FILINGS:You grant us a security interest in the Equipment If this Agreement Is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar
Instrument in order to show our interest in the Equipment.
13.CONSENT TO LAW,JURISDICTION,AND VENUE:This Agreement shall be deemed fully executed and performed in the state of Lessor or its Assignee's principal place of business and shall
be governed by and construed in accordance with is laws. If the Lessor or its Assignee shall bring any judicial proceeding In relation to any matter arising under the Agreement the Customer
irrevocably agrees that any such mater may be adjudged or determined in any court or courts in the state of the Lessor or its Assignee's principal place of business,or in any court or courts in
Customer's state of residence,or in any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably submits
. generally and unconditionally to the jurisdiction of any such court so elected by Lessor hi relation to such matters. BOTH PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN US.
14.LESSEE GUARANTEE: You agree,upon oiur request,to submit the original of this Agreement and any edsdules to the Lessor via overnight courier the same day of the facsimile or other
electralc transmission of the signed Agreement and such schedules. Both parties agree that this Agreement end any schedules signed end submitted to us by facsimile or other electronic
transmission shall,upon execution by us(manually or electronically,as applicable),be binding upon the parties. You waive the right to Chaienge in court the authenticity of a faxed or other
eleWc lcalrtranKrited signed copy of this Agreement and any schedule and agree that the faxed or other electronically-transmitted copy containing your faxed or other electronically-transmitted
signature add our manual or electronic signature shat be considered the sole original for at purposes,helot:Ng without limitation,any enforcement action under paragraph 11.
15. COMPUTER SOFTWARE: Not withstanding any other terms_fand conditions of this Agreement,you agree that as to Software only:a)We have nil had•do not have,nor will have any title to such
Software,b)You have executed or will exeats ewers*software license Agreement and we are not a parry to and have no responsibilities w alsoever in regards to such license Agreement,c)You have
selected such Software and as per Agreement paragraph 4,WE MAKE NO WARRANTIES OF MERCHANTABILITY,DATA ACCURACY,SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE
ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE
CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS.(ONDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE
SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE.
KMPF0003-US 06/10/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013. Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
• The fifth (5'") sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth (8th) sentence, subsection (a) is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this Lease,"
• The tenth(10`h)sentence which is all capitalized,is deleted.
6. LOCATION OF EQUIPMENT:
• The second (2"d) sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment, you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first(1")sentence is amended to read: "From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear,you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment,listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2nd) sentence,the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers"15"and"6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as,a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with "14. INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with "16. INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVERABILITY:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18.NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C. NON-APPROPRIATION:
• In Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty(30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section 5. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect.All handwritten,typed or"red-lined"additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta�Premier Finance/tall City of Elgin /f
By: �/ t�ti�✓1 C, By& �1 1.i
�/� Se n R. Stegall
Title: Art a ire Title:City Manager
Date: 11/6/13
0/5 13 .
KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No. between Konica Minolta Premiere Finance, Lessor
And City of Elgin , Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that(1) it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes;and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,stale or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make Its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement;or
(c)contest the existence and powers of you;nor is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and wal be used for essential government purposes and will to be essential for the
tern of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1,200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrant(s)its governing body has
taken the necessary steps;including any legal bid requirements,under applicable law to arrange for acquisition of the Equipment;the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted and remains in full force and effect.
C. NON APPROPRIATION: In the event you are In default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non appropriation did not result from any act or failure to act of you;
3. You have exhausted all funds legally available for all payment due under the Agreement;and
4. There is no other legal procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your counsel verifying the same within ten(10)days thereafter;and(c)you do not directly or indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor,at your expense,Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments,if any;and/or sell,dispose of,hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this gbh day of November.2013. •I LESSOR AGGEPT'ANGE `4'''_•<"_'
/ • Konica Minolta Premier Finance f (' , I /1 r.c.-
loth/le LESSOR SIGNATURE rrLE
CUSTOMER AGC^EPTrANGE
11/6/13 City of Elgin ' fi'���1 a 4�''; "r. City Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862 ' '- ;R . 5r4 MR-
FEDERAL TAX 1.0.5 PRINT NAME
24884- 10/02/2008
[Type text]
For office use only(Check one): ® Branch ❑Windsor ❑Windsor Commercial
—
_ Master Premier APPLICATION NO. AGREEMENT NO. SCHEDULE NO.
I<ONICA MINOLTA Lease Schedule
CUSTOMER BILL - TO INFORMATION mu,/ c<«.i l,1/lH/'1n4 nuon.l
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG/ROOM/SUITE
150 Dexter Court 2nd Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER" FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A denye_d @cityofelgin.org 36-6005862
By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INSTALLATION LOCATION(.s./,,,,.<11c „,„,/ ca,./i bah/ft!/Hca/i,/1./
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin Fire Station #1
STREET ADDRESS/P.O.BOX BLDG/FLOOR/ROOM/SUITE
550 Summit 1st Floor
CITY STATE ZIP CONTACT NAME
Elgin IL 60120 Sandy Taylor
PHONE NUMBER FAX NUMBER
(847)931-6175 N/A Taylor_s @cityofelgin.org
MAKE/MODEL NO./ACCESSORIES SERIAL NO.
Bizhub 554E
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $129.55 Security Deposit$ $0
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE
01/11/2017 Konica Minolta Premier Finance f/ C, �/ /1;c1 lcvck-ntlt./�
Jb�
DATED LESSOR SIGNATURE PRINT NAME
CUSTOMER ACCEPTANCE
X
/
01/11/2017 CITY OF ELGIN ^ Richard G. Kozal
DATED FULL LEGAL NAME SIGNATURE/TITLE RI chard G. Kozal, PRINT NAME
24711 -01/11/2010 City Manager
For office use only(Cheek one): 0 Branch 0 Windsor ATTACHMENT A
Master Premier APPLICATION NUMBER AGREEMENT NUMBER t 14111
KONICA MINOLTA Lease Agreement
•
[ _J
This Master Premier Lease Agreement("Agreement")is written in"Plain English". The words you and your,refer to the customer(and Its guarantors). The words Lessor,we,us
and our,refer to Konica Minolta Premter Finance,a program of Konica Minolta Business Solutions U.S.A.,Inc.,its subsidiaries and affiliates.(Supplier)
GUS TOMER INFORMATION !� `� ` :.;' r; �T, �.��f ,� S f{"` .� r Air?*-
FULL LEGAL NAME STREET ADDRESS
City of Elgin 150 Dexter Court
CITY STATE ZIP PHONE' FAX
Elgin IL 60120 (847)931-5604
BILLING NAME(IF DEFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE ZIP E-MAIL
EQUIPMENT LOCATION(IF DIFFERENT FROM ABOVE)
151 Dourlas,455 Symphony Way, 100 Symphony Way, 2 Slade Ave, 1900 Holmes Rd,550 Summitt,650 Big Timber •
'By prviding•telephone amber fora aSwbr pions or other Metes'device.you ere expressly consenting to receiving Corwrnications(for NON-marketing or mediation outposts)at fat number,Include-al but net MOM Si.
prerecorded or anrtda voice message calls,leap messages,and calls made by an automatic Ysrphone dialing system from Lessor and As damn and agents. This Express Consent applies to each wei telephone number hit
you amide to us never In the lute and wogs wet ale.These elk and messages may!nos access lees born your cellular provides.
CUSTOMFR'ONE,GUARANTEE
r->.-..
The Konica Minolta equipment leased In this Agreement is covered under Konica Minolta's
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or - MOrero.omens -
ww.kmbs.konicaminolta.us. CUSTOMER ONE GUARANTEE
w
sa
TERfV)S?ANDiCONDITIONS71 c �-tz r r,T � tJ if i i
1.LEASE AGREEMENT:You agree to lease from us the personal property dnsamed under ISM(*JM00EuACCESSORES'and as modified by supplements to this Agreement from time to lime stead by Fee
and us(such property and any upgrades,repteoame la,repairs and additions referred to as'Equipment')for business purposes only.To to extent the Equipment includes 4feptle property or associated
services such as periodic sollwara%tenses and prepaid database subscription rights,such property shell be referred bas the'Software'. You agree to all of the tans and conditions contained in this Agreement
and any Schulte*,which together are a complete statement of our Agreement regarding the fisted equipment(*Agreement')and supersedes all otter writings,communications,understandings,agreements,a y
pulse order and any solicitation doounents and rotated doaarertts. This Agreement becomes valid upon execution by or for us.The Equipment is deemed accepted by you under this Agreement unless you
notify is within three(3)days of delivery that you do not accept the Equipment and specify the defect or malfunction.in that event at our sole option,we or our designee dell replace the detective item of Equipment
or this Agreement will be anceNd and we a our designee will repossess the Equipment You agree that,upon ow request,you veil sign and deliver to us,•
delivery and acceptance prlfitaM confirming you
acceptance of the Equipment leased to you.The'Bang Elate"of this Agreement will be the twentieth(200x)day/Wowing installation.You ogres to pay a prorated amount W 1/30th of tbe monthly payment times the
number of days between the installetion date and the Biting Date. This Agreement will continue from the tiling Data ter the Term shown and will be extended automatically for successive one(1)month tames
unless you(a)send us written notice,between ninety(90)days and one limed fey(150)days before the end of any tecnu of your decision to moan or purchase the Equipment or renew this Lease or(b)you do
not purchase or rewm the Equipment,as specified in you notice,wi@tln tan(10)days after the end of the term. Leases with$1.00 purchase options wil not be renewed. The periodic renewal payment has been
set by mutual agreement and is not based on the cost of any component of this tsese.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,F THE ACTUAL
COST Of THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. If any provision of this Agreement is doctored unenforceable m any jurisdiction,the otter provisions herein
shag remain in hag fop and effect in that jurisdiction and as others. You authorize us to I sera a correct missing information on this lease indudng your proper legal name,serial ambers,other numbers
descdblg the Equipment and other omitted factual matters. You agree to provide updated annual andfdr quarterly Mandel statements to us upon request You authorize us or our agent to obtain credit reports all
mite abet
t inquiries n yo
gardrtg you and your financial condition and to provide u intonation,including payment history,to our assignee or third parties having an economic interest in tNs Agreement or the
2.RENT: Rent will be payable in installments,each h the amount of the Monthly Payment(or other periodic payment)shown plus any lipp%pble sales,use and properly tax. If we pay any tax on your behalf,you
agree to reimburse us promptly along with•processing fee. Subsequent installments will be payable on he first day of each rental payment period shown beginning after the ill rental payment period or as
otherwise agreed. We will have the right to apply al sums received from you to any amounts due and owed to us under the terms of this Agreement Your obligation to make all Monthly Payments for otter
periodic payment)hereunder Is absolute and unconditional and you cannot withhold or offset against any Monthly Payments(or other periodic payment)for any mason. You agree Viet you will remit
payments to us in the form of company checks for personal decks in the case or sole proprietorships),direct debit or wires only. You also agree ash and ash equivalents are not acceptable romps of payment for
this Agreement and fat you will not remit such forms of payment to us.WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS
AGREEMENT OR UNDER A SCHEDULE RESULT Rl AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW,THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO
AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU.IN NO EVENT WILL YOU BE REOUIRED TO PAY ANY AMOUNTS IN EXCESS OF TIE
LEGAL AMOUNT.
(Continued on back
-. . ._ 'f `• 4
THIS IS A NONCANCELABLE!IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
LESSOR ACGEPTANGE �s F a' " �i r ;�"f, 'T
- - .�,.....�..._. '. {rte 7!
Konica Minolta Premier Finance . ,C• pr — A ✓� (0 r( /3
LESSOR AUTHORIZED S ER TITLE DATED
GUSTTOMER AGGEPTANGE f= � � .+,k: � . :4 w _ ¢; �_Rx •�: ?-'s; k f
City of Elgin x is��V�"!1' November 6, 2013
FULL LEGAL NAME Of CUSTOMER(as referenced above) AUTHORIZED S'• • DATED
36-6005862 Sean R. Stegall City Manager
FEDERAL TAX 1.0.a PRINT NAME TITLE
To aetpee dovemmera fate the fandwo r temnse nod money Iaoedehtg activities,Federal Law requires as financial Institutions s tooted.,weft and Hood information 15th d nIdsi all person who opens en account.What acv meals,.,vdlen
open a acmant.we eel ask lot tf
your salsa,addreu and ether ttbnraaoah that veil her des b Maly vie my'abo alt to see geraaykg Moments.
See name see ter additional tonne all conditions.
KMPF0003—US 06/10/13
3.OWNERSHIP OF EQUIPMENT:We are the Lessor of the Equipment and hese sole title(unless you have a 51.00 purchase option)to the Equipment(exdudinp software). You agree to keep the Equipment
tree and deer d at tens and claims.
4.WARRANTY DISCLAIMER:WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS-IS".You acknowledge that none of Supplier or their representatives are our agents
and none of them are authorized to modify the urns of this Agreement. No representation or warranty of Supplier with respect to the Equipment wit bind us,nor wit any breach thereof relieve you
of any of your obligations hereunder. You are aware of the name of the manufacturer or supplier of each item of Equipment end you will corded the manufacturer or supplier for a description of your
warranty rights. You hereby acknowledge and confirm that you have not received any tax,financial,accounting or legal advice from us.the manufacturer or Supplier of the Equipment. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee Is a separate and independent obligation of
Supplier to you,that no assignee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to setoff,
withholding,reduction,counterclaim or defense for any reason whatsoever Including,without limitation,any claim you may have against Supplier with respect to the Customer One
Guarantee.
5.LOCATION OF EQUIPMENT:You will keep and use the Equipment only at your address shown above and you agree not to move it unless we agree to it. Al the end of the Agreement's term,If
you do not purchase the Equipment,you will return the Equipment to a location we specify at your expense,in retail resaleable condition(normal wear and tear acceptable),full working order,and in
complete repair.
6.LOSS OR DAMAGE:You are responsible for the risk of loss or for any destruction of or damage to the Equipment. No such loss or damage relieves you from the payment obligations under this
Agreement. You agree to promptly notify us in writing of any loss or damage and you will then pay to us the present value of the total of all unpaid Monthly Payments(or other periodic payments
shown)for the full Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,as discounted at four percent(4%)per year. Any proceeds of
insurance will be paid to us and credited,at our option,against any loss or damage. You authorize us to sign on your behalf and appoint us as your attorney in fact to execute in your name any
insurance drafts or checks issued due to loss or damage to the Equipment.
7.COLLATERAL PROTECTION AND INSURANCE: You are responsible for installing and keeping the Equipment in good working order.Except for ordinary wear and tear,you are responsible for
protecting the Equipment from damage and loss of any kind.If the Equipment is damaged or lost,you some to continue to pay the amounts due and to become due hereunder without setoff or
defense.During the tern of this Agreement,you agree that you wit(1)insure the equipment against all lass or damage naming us as loss payee;(2)obtain liability and third party property damage
insurance naming us as an additional insured;and(3)deliver satisfactory evidence of such coverage with carriers, policy forms and amounts acceptable to us.Al policies must provide that we be
given thirty(30)days written notice of any material change or cancellation.N you do not provide evidence of acceptable insurance,we have the right,but no obligation,(a)to obtain insurance
covering our interest(and only our interest)In the Equipment for the lease term,and renewals.My insurance we obtain will not insure you against third party or liability claims and may be cancelled
by us at any time.In that event you will be required to pay us an additional amount each month for the insurance premium and an administrative fee.The cost may be more than the cost of obtaining
your own insurance.You agree that we,or one of our affiliates,may make a profit in connection with the Insurance we obtain.You agree to cooperate with us,our insurer and our agent it the placement
of coverage and with claims or,(b)we may waive the insurance requirement and charge you•monthly property damage surcharge in the amount of.0035 of the original equipment cost to cover our tree risk
e dmiestretive costs and other costs,as would be lifer described on•letter from us to you and on which we may make to profit.If you later provide evidence that you have obtained acceptable insurance.
we will cancel the insurance we obtained or cease charging the surdarge.
8.INDEMNITY: We are not responsible for any loss or injuries caused by the installation or use of the Equipment. You agree to hold us harmless end reimburse us for loss and to defend us
against any claim for losses or injury caused by the Equipment. We reserve the right to control the defense and to select or approve defense counsel. This indemnity survives the
expiration or termination of this Agreement.
9.TAXES AND FEES: You agree to pay when invoiced at taxes(including personal property tax,foes and penalties)and fees relating to this Agreement or the Equipment. You agree to(a)
reimburse us for all personal property taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual properly
taxes to be assessed. If you do not have a$1.00 purchase option,we will fie at personal property,use or other tax returns and you agree to pay us a processing fee for making such firings. You
agree to pay us up to$75.00 on the date the lest payment is due as an origination fee. We reserve the right to charge a fee upon termination of this Agreement either by trade-up,buy-out or
default.My fee charged under this Agreement may include a profit and is subject to applicable taxes.
10.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THiS AGREEMENT. We may set,assign,or transfer this Agreement and/or
the Equipment without notice. You agree that M we sell,assign,or transfer this Agreement and/or lie Equipment.the new Lessor will have the same rights and benefits that we have now and will
not have to perform any of our obligations. You agree that the right$of the new Lessor will not be subject to any claims,defenses,or set offs that you may have against us whether or not you are
notified of such assignment.The coat of any Equipment,Software,services and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessors assignees
will independently verify any such costs. Lessee's assignees will be providing binding based on the payment you have negotiated with Supplier. You are responsible for determining your
accounting Vestment of the appropriate tax,legal,Mendel end accounting components of this Agreement
11.DEFAULT AND REMEDIES:(a)If you do not pay any lease payment or other sum due(b)I you break any of your promises in the Agreement or any other Agreement with us or(c)t you,or any
guarantor of your obligations become Insolvent or commence bankruptcy or receivership proceedings or have such proceedings commented against you,you will be In default. If any pan of a
payment is more than three(3)days late,you agree to pay a tale charge of ten percent(10%)of the payment which is late or I less,the maximum charge allowed by law. if you are ever in default,
we may do any one or an of the following;(a)ingnld Supplier to withhold service,parts and supplies and I or void the Customer One Guarantee;(b)terminate or cancel this Agreement and toques
that you pay,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the sum of:(i)at past due and current Monthly Payments(or other periodic payments)and
Barges;(I)the present value of all remaining Monthly Payments(or other periodic payments)and charges,discounted at the rate of four percent(4%)per annum(or the lowest rate permitted by
law,whichever is higher):and(iii)the present value(at the same discount rate as specified In clause(i)above)of the amount of any purchase option with rasped to the Equipment or,If none is
specified,our anticipated value of the Equipment at the end of the term of this Agreement(or any renewal thereof);and(c)require you to return the Equipment to us to a location designated by us
(and with respect to any Software,(i)immediately terminate your right to use the Software Including the disabling(on-site or by remote communication)of any Software;(ii)demand the immediate
return and obtain possession of the Software and re-license the Software at a pubic or private sale;and/or(ii)cause the Software supplier to terminate the Software license,support and other
services under the Software license).We may recover interest on any unpaid balance at the rate of four percent(4%)per annum but in no event more than the lawful maxinrrm rate.We may also
use any of the remedies available to us under Article 2A of the Uniform Commercial Code as enacted in the State of Lessor or its Assignee or any other law. You agree to pay our reasonable costs
of collection and enforcement Including but not limited to attorney's fees and actual court costs relating to any claim arising under this Agreement including,but not limited Ia,any legal action or
referral for collection. If we have to take possession of the Equipment,you agree Ia pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment will be credited
against what you owe us YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a later time.All of our rights are cumulative,It is further agreed that
your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A(508-522)of the UCC.
12.UCC FILINGS:You grant us a security interest in the Equipment N this Agreement is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar
instrument in order to show our interest in the Equipment.
13.CONSENT TO LAW,JURISDICTION,AND VENUE:This Agreement shat be deemed fully executed and performed in the state of Lessor or its Assignee's principal place of business and shall
be governed by and construed in accordance with its laws. If the Lessor or its Assignee shall bring any judicial proceeding in relation to any matter arising under the Agreement,the Customer
irrevocably agrees that any such matter may be adjudged or detemened in any court or courts in the state of the Lessor m its Assignee's principal place of business,or in any noun or courts in
Customers state of residence,or in any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably submits
. generally and unconditionally to the jurisdiction of any such court so elected by Lessor in relation to such matters. BOTH PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN US.
14.LESSEE GUARANTEE: You agree,upon our request,to submit the original of this Agreement and any Schedules to the Lessor vie overnight courier the same day of the facsimile or other
electronic transmission of the signed Agreement and such schedules. Both parties agree that this Agreement and any schedules signed and submitted to us by fecsimee or other electronic
rasmisiion shat,upon execution by us(manually or electronically,as applicable),be binding upon the panes. You waive the right to challenge in court the authenticity of a faxed or star
eleotra icay;traKmiited signed copy of this Agreement and any schedule and spree that the faxed or other electronically-transmitted copy containing your faxed or other electronically-transmitted
signature and our manual or electronic signature shall be considered the sole original for all purposes,including without limitation,any enforcement action under paragraph 11.
15. COMPUTER SOFTWARE: Not withstanding any other terms.jand conditions of this Agreement,you agree that as to Software only:a)We have not had,do not have,nor will have any like to such
Software,b)You have executed or will execute if separate software icsroa Agreement and we are not a party to and have no responsibilities whatsoever in regards to such license Agreement,c)You have
selected such Software and as per Agreement paragraph 4,WE MAKE NO WARRANTIES OF MERCHANTABILITY,DATA ACCURACY, SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE
ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE
CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS,NrDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE
SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE.
�1
KMPF0003-US 06/10/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013. Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
• The fifth (5th) sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth (8th) sentence, subsection (a)is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this lease,"
• The tenth(10th)sentence which is all capitalized, is deleted.
6. LOCATION OF EQUIPMENT:
• The second (2"1) sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment, you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first(1")sentence is amended to read: "From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear, you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment,listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2i0) sentence, the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers"15"and"6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as,a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with"14. INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with "16. INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVERABILITY:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18. NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C.NON-APPROPRIATION:
• In Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty(30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section 5. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect. All handwritten, typed or"red-lined"additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta Premier Finance City of Elgin ff
By: '� � C• By&. ,,e 1.�
'/� Se n R. Stegall
Title: Art 4 ° Title:City Manager
Date: 11/6/13
/OA 1 13 .
KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No. between Konica Minolta Premiere Finance, Lessor
And City of Elgin , Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that (1) it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes;and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,stale or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement;or
(c)contest the existence and powers of you;nor is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and will be used for essential government purposes and will to be essential for the
term of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1,200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrants)its governing body has
taken the necessary steps;including any legal bid requirements,under applicable law to arrange for acquisition of the Equipment;the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted and remains in full force and effect.
C. NON APPROPRIATION: In the event you are In default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non-appropriation did not result from any act or failure to act of you:
3. You have exhausted all funds legally available for all payment due under the Agreement;and
4. There is no other legal procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your counsel verifying the same within ten(10)days thereafter;and(c)you do not directly or indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor,at your expense,Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments,if any;and/or sell,dispose of,hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this§1h day of November.2013.
I LESSOR AGGEPT'ANGE �a; £
icd//3/ e • Konica Minolta Premier Finance c ` , r�� �t
DRIEO� LESSOR SIGNATURE TITLE
Gh1STOMER AGGEPPANGE ;... _ .
11/6/13 City of Elgin r% City Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862 I , 5
FEDERAL TAX ION PRINT NAME
24884- 10/02/2008
[Type text]
C---••••■•
For office use only(Check one): El Branch ❑Windsor ❑Windsor Commercial
APPLICATION NO. AGREEMENT NO. SCHEDULE NO.
Master Premier
KONICA MINOLTA Lease Schedule
CUSTOMER BILL - TO INFORMATION riitI,r/,(' <l fr,/ <Uch lur<Itian.)
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG/ROOM/SUITE
150 Dexter Court 2nd Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER' FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A denye_d @cityofelgin.org 36-6005862
By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INSTALLATION LOCATION nxma n< /<r<v,3/< <<a i,
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin Fire Station #2
STREET ADDRESS/P.O.BOX BLDG/FLOOR/ROOM/SUITE
650 Big Timber 1st Floor
CITY STATE ZIP CONTACT NAME
Elgin IL 60123 Sandy Taylor
PHONE NUMBER FAX NUMBER
(847)931-6175 N/A Taylor_s @cityofelgin.org
MAKE/MODEL NO./ACCESSORIES SERIAL NO.
Bizhub 364E
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $99.93 Security Deposit$ $0
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE
01/11/2017 Konica Minolta Premier Finance <� ; (, y f-
d^
DATED LESSOR 'SIGNATURE PRINT NAME
CUSTOMER ACCEPTANCE
01/11/2017 CITY OF ELGIN X ' Richard G. Kozel
DATED FULL LEGAL NAME SIGNATURE/TITLE Richard G. oza , PRINT NAME
24711 -01/11/2010 City Manager
For office use only(Check one): 0 Branch 0 Windsor ATTACHMENT A
Master Premier APPLICATION NUMBER AGREEMENT NUMBER t IH 111
KONICA MINOLTA Lease Agreement
This Master Premier Lease Agreement('Agreement')is written in"Plain English". The words you and your,refer to the customer(and Its guarantors). The words Lessor,we,us
and our,refer to Konica Minolta Premier Finance,a program of Konica Minolta Business Solutions U.S.A.,Inc.,its subsidiaries and affiliates.(Supplier)
CUSTOMER lNFQRMATIDrN ' :.,,M
ill
FULL LEGAL NAME STREET ADDRESS
City of Elgin 150 Dexter Court
CITY STATE ZIP PHONE' FAX
Elgin IL 60120 (847)931-5604
BILLING NAME(IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS
CITY STATE ZIP E-MAIL
EOUIPMENT LOCATION OF DIFFERENT FROM ABOVE)
151 Dourlas,455 Symphony Way, 100 Symphony Way, 2 Slade Ave, 1900 Holmes Rd,550 Summitt,650 Big Timber •
By provt*ng•telephone nunteer for a ceaeier phone or otler wireless device,you are expressly consenting to rmcsi`ino mumu*.atons dor NON.maketinp or seedletion pwidows)at Mat number.Including.but net Snlhed to.
persecuted or smiled voice message calls,text messages.and cob made by an automatic telephone dialing system Van Lessor and os relates and egeds.This Express Consent applies to each suds telephone number that
you txerde to us never to ere lutes and permits such cells.These calls and messages may Mat access tees born your cellular provider...,._-CUSTOMER{ONE_ GUARANTEE f "l ." "":.: '�a'-, , -
r-u.r�ri. f' .mot'..
The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's 0
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or Mootomewalk
www,kmbs.konicaminolta.us. CUSTOMER ONE GUARANTEE
TERMS"AND;CONDITIONS, r:-s-:a �;i i _ ' '° fi , T ,,�� ";`> >r l--
-R r,.
1.LEASE AGREEMENT:You agree to Nee from us the personal propeny described uhder"MA CERSODEUACCESSORES"and as modified by supplements to this Agreement from time to time signed by you
and us(such property and any upgrades.Ieplacemerds,repairs and additions referred bas"Equipment")for business purposes only.To the extent the Equipment includes Intangible properly or associated
services such as periodic eonware licenses and prepaid database suisoipuon rights,Such prapany shell be referred to as the'Software. You agree to all of the tamps and conditions contained in this Agreement
and any Schedule,whkih together are a mmpiete statement of our Agreement regarding She road equipment t('Agreement)and supersedes all other writings,communications,unications,uderstandtps,agreements.any
purchase order and any sotidlation documents and rented documents. This Agreement becomes valid upon execution by or for us.The Equipment is deemed accepted by you under this Agreement untess you
nutty us within three(3)days of delivery that you do not accept the Equipment and specify the defect or malfunction.M the event.at our sole option,we or our designee wit replace the defective Item of Equipment
or this Agreement will be tenoned and we or our designee will repossess the Equipment.You agree get,upon err request,you will sign and deliver to us,•
aouptahce of the Equipment leased to you.The"Bung Date"of this Agreement will be the twentieth(20th)day following irsahatiah.You delivery of r your
camber of days between the installation date and the Biting Date. This Agreement we continue from the to page extended tended sn*cm of automatically a cc monthly a payment 1)it times the
unless you(s)send us written notice,between Biting ow for the Term decision and unit be or urc the Eg 4im nt r renew i one Lease r(b) lands
ninety(90)days and one hundred city(150)days before Vie and or lady ladles id your deetsiah b rein,a ptrdnne the Equipment«renew ads Leese«rot you do
not purchase or return to Equipment,as specified in your notice,within tau(10)days alto the and of the lens. Leases with St.00 purchase options will not be renewed. The periodic renewal payment has been
set by Maausi agreement and is not based on the coal of any component of this Nee.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,F THE ACTUAL
COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. If any provision of cis Agreement is declared irardaasbie in any Jurisdiction,the other provisions herein
shat remain in full face and effect in that jurisdiction and erg others. You authorize us to insert or coned missing intormation on this lease includes)your proper legal name,sera numbers,other numbers
desalting the Equipment and other omitted factual natters. You agree to provide updated annual andlor quarterly Wendel staternents to us upon request You authorize us a'as agent to obtain aedit reports end
mute credit inquiries regarding you end your financial condition and to provide your iniamution,incke:On g payment history,to our assignee or third parties having an economic interest in this Agreement or the
Equipment
2.RENT: Rant will be payable in installments,each in the amount of the Monthly Payment(or other periodic payment)shown plus any epplicabie sales,use and properly tax. If we pay any tax co you behalf,you
agree to reimburse us promptly along with a processing lee. Subsequent installments will be payable on the first day of each rental payment period shown begriming after the first rental payment period or as
otherwise agreed. We w5I have the night to apply all sums received from you to any amounts due and owed to us under the terms of this Agreement. Your obligation to make all Monthly Payments(or ether
periodic payment)hereunder Is absolute and unconditional and you cannot withhold or offset against any Monthly Payments(or other periodic payment)for any reason. You agree that you will remit
payments to us in the loran of company checks fa personal checks in the case of sole proprietorships),died debit or wires oily. You also agree cash and ash equivalents are not acceptable forms of payment for
this Agreement and that you will not remit such toms of payment to us.WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS
AGREEMENT OR UNDER A SCHEDULE RESULT M AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW.THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO
AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU.IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE
LEGAL AMOUNT.
(Continued on back)
h ,_- _. ._ ,.� . -. . .__ -_ _, k
THIS IS A NONCANCELABLE!IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
.V"Je..-. "n•7r
47.F`y„,,,,,..7-,,,-
.
LESSON C A/VGE �y .. a3 �:rr; 5407”' ,i�=s• ,. i;,-, _o`r's -,,, ':<R
Konica Minolta Premier Finance . I e I q w ✓f (0 r( 0
LESSOR AUTHORIZED S ER 4 TITLE DATED
CUStTOMERACCEPTANCE �`•`*v 4 s��';i7°4?t'. _ , -i< t ' - •_' ; ` 4.''.;i;` i •
City of Elgin x i i1,1 fic• 5 November 6, 2013
FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED S.- ER DATED
36-6005862 Sean R. Stegall City Manager
FEDERAL TAX 1.D.N PRINT NAME
TITLE
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KMPF0003—US 06/10/13
3.OWNERSHIP OF EQUIPMENT:We are the Lessor of the Equipment and have sole title(unless you have a 51.00 purchase option)to the Equipment(exdudirq software). You apse to keep the Equipment
free and deer or.11 Gera and dorms.
4.WARRANTY DISCLAIMER:WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS-IS".You acknowledge that none of Supplier or their representatives are our agents
and none of them are authorized to modify the terms of iNs Agreement. No representation or warranty of Supplier with respect to the Equipment will bind us,nor will any breach thereof relieve you
of any of your obligations hereunder. You are aware of the name of the manufacturer or supplier of each item of Equipment and you will contact the manufacturer or supplier bra description of your
warranty rights. You hereby acknowledge and don(imn that you have not received any lax,financial,accounting or legal advice from us.the manufacturer or Supplier of the Equipment. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
"FINANCE LEASE"AS DEFINED IN ARTICLE ZA OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee is a separate and Independent obligation of
Supplier to you,that no assignee of the Lessor shalt have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to setoff,
withholding,seduction,counterclaim or defense for any reason whatsoever including,without Mmtation,any claim you may have against Supplier with respect to the Customer One
Guarantee. • . ,•
5.LOCATION OF EQUIPMENT:You will keep and use the Equipment only at your address shown above and you agree not to move it unless we agree to it. At the end of the Agreement's term,if
you do not purchase the Equipment,you will return the Equipment to a location we specify at your expense,In retail resaleable condition(normal wear and tear acceptable),full working order,and in
complete repair,
6.LOSS OR DAMAGE:You are responsible for the risk of loss or for any destruction of or damage to the Equipment. No such loss or damage relieves you from the payment obligations under this
Agreement. You agree to promptly notify us in writing of any loss or damage and you will then pay to us the present value of the total of an unpaid Monthly Payments(or other periodic payments
shown)for the full Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,all discounted at four percent(4%)per year. Any proceeds of
insurance will be paid to us end credited,at our option,against any loss or damage. You authorize us to sign on your behalf and appoint us as your attorney in fad to execute in your none any
insurance drafts or checks issued due to loss or damage to the Equipment.
7.COLLATERAL PROTECTION AND INSURANCE: You are responsible for installing and keeping the Equipment in good working order.Except for ordinary wear and ter,you are responsible for
protecting the Equipment from damage and loss of any kind.If the Equipment is damaged or lost,you agree to continue to pay the amounts due and to become due hereunder without setoff or
defense.During the term of this Agreement,you agree that you will(1)insure the equipment against all toss or damage naming us as loss payee;(2)obtain liability and third patty properly damage
insurance naming us as an additional insured;and(3)deliver satisfactory evidence of such coverage with Canters, policy forms and amounts acceptable to us.AN policies must provide that we be
given thirty(30)days written notice of any material change or cancellation.If you do not provide evidence of acceptable insurance,we have the right,but no obligation,(a)to obtain insurance
covering our interest(and only our interest)In the Equipment for the lease term,and renewals.My insurance we obtain will not insure you against third party or lability claims and may be cancelled
by us at any time.In that event you will be required to pay us an additional amount each month for the insurance premium and an administrative fee.The cost may be more than the cost of obtaining
your own insurance.You agree that we,or one of our atfsiates,may make a profit in connection with the insurance we obtain.You agree to cooperate with us.our insurer and our agent in the piacemum
of coverage and with chins or,(b)we may waive to insurance requirement and charge you•monthly property damage surcharge in the amount of.0035 of he origins!equipment cost to cover cur credit risk
administrative costs and other costs,as would be further described on a letter iron us to you and on which we may make a profit.H you Teter provide evidence that you have obtained acceptable insurance.
we will ancei the insurance we obtained or cease charging the surcharge.
8.INDEMNITY: We are not responsible for any loss or Injuries caused by the installation or use of the Equipment. You agree to hold us harmless end reimburse us for loss and to defend us
against any claim for losses or injury caused by the Equipment. We reserve the right to control the defense and to select or approve defense counsel. This Indemnity suMves the
expiration or termination of this Agreement
a.TAXES AND FEES: You agree to pay when invoiced all taxes(including personal property tax,fines and penalties)end fees relating to this Agreement or the Equipment. You agree to(a)
reimburse us for all personal properly taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual property
taxes to be assessed. If you do not have a$1.00 purchase option,we will fie all personal properly,use or other tax returns and you agree to pay us a processing fee for making such fangs. You
agree to pay us up to$75.00 on the date the first payment is due as an origination fee. We reserve the right to large a fee upon termination of this Agreement either by trade-up,bury-oul or
default. My fee charged under this Agreement may include a profit and Is subject to applicable taxes.
10.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT. We may sell,assign,or transfer this Agreement and/or
the Equipment without notice. You agree that M we sell,assign,or transfer this Agreement and/or the Equipment,the new Lessor with have the same rights and benefits that we have now and will
not have b perform any of our obligations. You agree that the rigid of the new Lessor wilt not be subject to any claims,defenses,or set offs tat you may have against us whether or not you are
notified of such assignment.The cost of any Equipment,Software,servkes and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessor's assignees
will independently verify any such costs. Lessee's assignees wit be providing hndirg based on the payment you have negotiated with Supplier. You are responsible for determining your
accounting Vestment of the appropriate tax,legal,financial end accounting components of this Agreement
11.DEFAULT AND REMEDIES:(a)If you do not pay any lease payment or other sum due(b)ii you break any of your promises in the Agreement or any other Agreement with us or(C)lt you,or any
guarantor of your obligations become insolvent or commence bankruptcy or receivership proceedings or have such proceedings commented against you,you wit be In default. If any pan of a
payment is more than three(3)days late,you agree to pay a late charge of ten percent(10%)of the payment which is late or I less,the maximum charge allowed by law. If you are ever in default
we may do any one or all of the following;(a)instruct Supplier to withhold service,pre and supplies and/or void the Customer One Guarantee;(b)terminate or cancel this Agreement and require
that you pay,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the sum of:(i)all past due and current Monthly Payments(or other periodic payments)and
charges;(N)the present value of all remaining Monthly Payments(or other periodic payments)and charges,discounted at the rate of four percent(4%)per annum(or the lowest rate permitted by
law,whichever is higher);and(II)the present value(at the same discount rate as specified in daunt(8)above)of the amour of any purchase option with respect to the Equipment r,If none is
specified,our anticipated value of the Equipment at the end of the term of this Agreement(or any renewal thereof);and(c)require you to return the Equipment to us to a location designated by us
(and with respect to any Software,(i)immediately terminate your right to use the Software Including the disabling(on-site or by remote communication)of any Software;(ii)demand the immediate
return and obtain possession of the Software and re-license the Software at a public or private sale;ardor ON)Cause the Software suppler to term i ate the Software license,support and other
services under the Software license).We may recover interest on any unpaid balance at the rate of four percent(4%)per annum but In no event more than the lawful maximum rate.We may also
use any of the remedies available to us under Article 2A of the Uniform Commercial Code as enacted in the State of Lessor or its Assignee or any other law. You agree to pay our reasonable costs
of collection and enforcement,Including but not thrilled to attorneys fees and actual court costs relating to any claim rising under this Agreement including,but not limited to,any legal action or
referral for collection. If we have to take possession of the Equipment,you agree b pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment will be credited
against what you owe us YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a later time.AN of our rights are cumulative.It Is further agreed that
your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A(508-522)of the UCC.
12.UCC FILINGS:You grant us a security interest in the Equipment if this Agreement Is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar
instrument in order to show our interest in the Equipment.
13.CONSENT TO LAW.JURISDICTION,AND VENUE:This Agreement shall be deemed fully executed and performed in the state of Lessor or Its Assignee's principal place of business and shall
be governed by and construed in accordance with its laws. If the Lessor or Its Assignee shall bring any judicial proceeding in relation to any matter arising under the Agreement,the Customer
irrevocably agrees that any such matter may be adjudged or determined in any own or courts In the state of the Lessor or its Assignee's principal place of business,or in any court or courts in
Customer's state of residence,or in any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably submits
. generally and unconditionally to the jurisdiction of any such court so elected by Lessor In relation to such matters. BOTH PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN US.
14.LESSEE GUARANTEE: You agree,upon oir request,to submit the original of this Agreement and any edhedules to the Lessor via overnight courier the same day of the facsimile or other
electronic transmission of the signed Agreement and such schedules. Both parties,agree that this Agreement and any schedules signed and submitted to us by facsimile or other electronic
transmission shall,upon execution by us(manually or eectronlaay,as applicable),be binding upon the paAks. You waive the right to challenge in court the authenticity of a faxed or other
eledroNeihrtransntped signed copy of this Agreement and any schedule and agree that the faxed or other electronically-transmitted copy containing your faxed or other electronically-transmitted
signature and our manual or electronic signature that be considered the sole original for all purposes,Including without limitation,any enforcement action under paragraph 11.
15. COMPUTER SOFTWARE: Not withstanding any otter terms.and conditions of this Agreement,you agree that as to Software only:a)We have not had,do not have,nor will have any title to such
Software,b)You have executed or will execute i separate software liCense Agreement and we are not a party to and have no responsbililies whatsoever in regards to such license Agreement,c)You have
selected such Software and as per Agreement paragraph 4,WE MAKE NO WARRANTIES OF MERCHANTABILITY,DATA ACCURACY, SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE
ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE.
CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS CINDER THIS LEASE AGREEMENT SHALL N NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE
SAiD SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE.
..is
KMPF0003-US 06/10/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier Lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013. Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
• The fifth (5`h) sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth (8th) sentence, subsection (a)is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this Lease,"
• The tenth(10th)sentence which is all capitalized,is deleted.
6. LOCATION OF EQUIPMENT:
• The second (2"d)sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment, you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first(1")sentence is amended to read: "From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear,you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment,listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2n°) sentence, the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers "15"and"6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as,a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with "14. INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with"16. INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVERABILITY:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18.NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C. NON-APPROPRIATION:
• In Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty(30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section 5. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect.All handwritten,typed or"red-lined"additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta APre /tat-Financce� ae
/f
City of Elgin
By: / L J C, t. By& ..5e n H. 5tegaii
Title: A,r i e. V Title:City Manager
Date: 11/6/13
/OA l /3 .
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KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No. between Konica Minolta Premiere Finance, Lessor
And City of Elgin , Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that (1) it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes;and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,state or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement;or
(c)contest the existence and powers of you;nor is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and will be used for essential government purposes and will to be essential for the
term of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1,200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrants)its governing body has
taken the necessary steps;including any legal bid requirements,under applicable law to arrange for acquisition of the Equipment;the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted end remains in full force and effect.
C. NON APPROPRIATION: In the event you are in default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non-appropriation did not result from any act or failure to act of you;
3. You have exhausted all funds legally available for all payment due under the Agreement;and
4. There is no other legal procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your counsel verifying the same within ten(10)days thereafter;and(c)you do not directly or indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor,at your expense,Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments,if any;and/or sell,dispose of hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this g!h day of November.2013.
I LESSOR ACCEPTANCE
/0 / a Konica Minolta Premier Finance l c , I Ark, ✓�
O� LESSOR SIGNATURE
I CUSTOMER AGeEPTVANC-E ```` ' 1
' "11/6/13 City of Elgin 11,1l 41. 4 . City Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862 COW A . 5?
FEDERAL TAX I.D.t PRINT NAME
24884- 10/02/2008
[Type text]
For office use only(Check one): ® Branch ❑Windsor ❑Windsor Commercial
}
11111111" Master Premier APPLICATION NO. AGREEMENT NO. SCHEDULE NO.
KONICA MINOLTA Lease Schedule
CUSTOMER BILL - TO INFORMATION 6,700 l,, ,inns/hr<oniI,hc,cit Ii,r l la h I,/IIIn h,/at/mi./
LEGAL COMPANY NAME DEPARTMENT NAME
City of Elgin Purchasing
STREET ADDRESS/P.O.BOX BLDG/ROOM/SUITE
150 Dexter Court 2nd Floor
CITY STATE ZIP BILLING CONTACT NAME
Elgin IL 60120 Daina DeNye
BILL-TO PHONE NUMBER' FAX NUMBER FEDERAL TAX I.D.NUMBER
(847)931-5604 N/A denye_d @cityofelgin.org 36-6005862
By providing a telephone number for a cellular phone or other wireless device,you are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,
prerecorded or artificial voice message calls,text messages,and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that
you provide to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular provider.
CUSTOMER INSTALLATION LOCATION uuiiuir billing Inzl,li,n.l
LESSEE LEGAL NAME DEPARTMENT NAME
City of Elgin Fire Station#6
STREET ADDRESS/P.O.BOX BLDG/FLOOR/ROOM/SUITE
707 W. Chicago Street 1st Floor
CITY STATE ZIP CONTACT NAME
Elgin IL 60123 Sandy Taylor
PHONE NUMBER FAX NUMBER
(847)931-6175 N/A Taylors @cityofelgin.org
MAKE/MODEL NO./ACCESSORIES SERIAL NO.
Bizhub 364E
❑See attached schedule for additional Equipment/Accessories
TERM AND PAYMENT SCHEDULE
36 Monthly Payments of$ $99.93 Security Deposit$ $0
(mos.) (plus applicable taxes) (plus applicable taxes)
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT AND NON
APPROPRIATION FORM BETWEEN THE CITY OF ELGIN AND KONICA MINOLTA PREMIER FINANCE DATED NOVEMBER 6,2013
ATTACHED HERETO AND A MADE A PART HEREOF AS ATTACHMENT A.
LESSOR ACCEPTANCE
WAIF -.14r
01/11/2017 Konica Minolta Premier Finance fi;chat/C /[ID�DATED LESSOR SIGNATURE RINT NAME frr
CUSTOMER ACCEPTANCE
01/11/2017 CITY OF ELGIN X ,44wrAF4 Richard G. Kozel
DATED FULL LEGAL NAME SIGNATURE/TITLE Richard G. Kozel, PRINT NAME
24711 -01/11/2010 City Manager
For office use only(Check one): 0 Branch 0 Windsor ATTACHMENT A
Master Premier APPLICATION NUMBER AGREEMENT NUMBER t(yl 11
Lease Agreement 1�ONICA MINOLTA � -
This Master Premier Lease Agreement('Agreement)is written in"Plain ErtgliSh. The words you and your,refer to the customer(and its guarantors). The words Lessor,we,us
and our,refer to Konica Minolta Premier Finance,a program of Konica Minolta Business Solutions U.S.A.,Inc.,its subsidiaries and affiliates.(Supplier)
GUSTOMER 1NFORNIA!TION-i-' . .'.'' 'r;' : a• ..-,7::::-*---;� a , °- .. :.,t,j �.. ,t.,...�!f 4"'i.,e '' •..•
FULL LEGAL NAME STREET ADDRESS
City of Elgin 150 Dexter Court
CITY STATE ZIP PHONE' FAX
Elgin IL 60120 (847)931-5604
BILLING NAME(IF DIFFERENT FROM ABOVE) BIU.ING STREET ADDRESS
CITY STATE ZIP E-MAIL
EQUIPMENT LOCATION(IF DIFFERENT FROM ABOVE)
151 Dourlas,455 Symphony Way, 100 Symphony Way,2 Slade Ave, 1900 Holmes Rd,550 Summitt,650 Big Timber
'By pror+t.•telephone number tot a amulet phone or odes wireane davloe,you are expressly consenting' late recishirq coreassnionioro par etinp et satkision yeepalles)at tat number,Including,but not totted to,
prerecorded or iminciar voice message ass,tern messages,and der mode by an automatic telpher ere dieting system Vom Lessor end as efaiates and epees.This Express Consent applies m each such telephone amber del
you trodde sous now or In he Mae and permits ouch als.These Is and messages may ktoar access tees tom your cllulat provider.
r s,a -� - J •4 ; -'7 "+tip" BU "7∎31•
CSTOMER ONE GUARANTEE \}__ � ; . J t
-
+n.w...
The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's 0
Customer One Guarantee. A copy of the Guarantee can be obtained at your local branch or 10'gaese01"
www.kmbs.konicaminoita.us. CUSTOMER ONE GUARANTEE
TERMS%AND;CONDITIONS i -r r?x . • °T, fi-I -- ;h�s. i'. -.., ,r E - ' S
1.LEASE AGREEMENT:You agree to lease from us the personal property described under"MAKERSODEUACCESSORIES"and as modified by supplements to ads Agreement boo time to time signed by you
and us(such property and any upgrades,npteceme nls,repairs and additions referred to as'Egaiprnenr)for business purposes only.To the eldest the Equipment includes IreangIble property or associated
services such as periodic software licenses and prepaid database subsoiption rights,such properly alien be referred Was the'Software'. You agree tag of the terms and conditions contained in this Agreement
end any Schedule,le,which together are a ammplest statement of our rightward regarding the listed equipment('Agreement')and supersedes ell otter writings,oamutiGtiong urdersta rfrtgs.agreements,any
purchase order and any solidtation doormen's and related doaanent& This Agreement becomes valid upon execution by or for us.The Equipment is deemed adapted by you under this Agreement unless you
notify us widen three(3)days of delivery that you do not accept to EgWprna t and specify the defect or malfunction.In that ever",at our sole option,we or our designee will replace the defective Item of Equipment
or ills Agreement will be canceled and we a our assignee will repossess the Equipment You agree that,upon CUT request,you wit sign and deliver to us,a delivery and acceptance oaiiate confirming yam
aocepasre a de Egiiprnerl leased to you.The"eating Date"of els Agreement wit be tiro twentieth(20th)day foaming installation.You agree to pay a prorated amount of 1/30tn of the mashy payment ties the
rrmber of days between the installation date and the tiling Dale. This Agreement wli continue from the Biting Data for the Tema shown and**be extended automatically for successive one(1)month terns
ales you(a)sand us written notice,between ninety(90)days end one hundred any(150)days before the end of any lernl of your decision to setup or purchase to Equipment or renew dl,Lease or(b)you do
not pudese or return the Equipment,as speared in you norm,within ten(10)days after the and of the term. Leases with 51.00 purchase options MI not be renewed. The periodic renewal payment has been
sat by mutual agreement and is not based on the cost of any component of this teem.THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD,F THE ACTUAL
COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE. If any provision of this Agreement is declared unenforceable in any jurisdiction,the other provisions bran
sisal remain in fug face and affect in that)urisc idiom and as others. You audhodxe us to Insert or corned missing information on this lease indudrg your proper legal name,serial numbers,other mambas
desaibirg the Equipment and other omitted factual mates. You agree to provide updated anneal and/or quarterly financial statements to is upon request,You authorize us or ou agent to obtain reds reports and
make heat inquiries regaling you and your fwn al condition and to provide you irdo nation,including payment history,to our assignee or gird parties having an economic interest In this Agreement or the
Equipment.
2.RENT: Rent wet be payable in installments,each in the remount of the Monthly Payment(or other periodic payment)stool Plus any eppiable sales.use and pr prty tax. If we pay any lax on yar behalf,you
agree to todots se us promptly along with a processtg fee. Subsequent t Instalments will be payable on the first day of cads renal payment period shown begiming albs the bra rental payment period or ss
otherwise agreed. We will have the right to apply all sums received from you to any amounts due end owed to us under the terms of this Agreement. Your obligation to make all Monthly Payments for other
periodic payment)hereunder 1s absolute and saicrsitrnal and you cannot withhold or offset against any Monthly Payments(r other periodic payment)for any reaaen. You agree that you will remit
payments to us in the form of company checks(or personal checks in the case of sole proprietorships),died debit or sires only. You also agree cash and cash equivalents are not acoeptebte kmns of peyrera for
this Agreement and that you will not remit such forms of payment to us.WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS.IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS
AGREEMENT OR UNDER A SCHEDULE RESULT IN AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW,THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO
AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU.IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE
LEGAL AMOUNT.
(Continued on back)
THIS IS A NONCANCELABLE/IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.
I� y X' JF q ' :7. .■lit:
LESSOR GGEP A E � .:� , ' i ' . e::ofskaiskl, ~''' ��r. ;,.•
Konica Minolta Premier Finance . ,t• p`PP` Au , vP (0 r( /3
LESSOR AUTHORIZED SIr ER 4 TITLE DATED
GUSiTOMER ACCEPTANCE .. . ' `' "' .k ti xZ " 'v . n (r , . L',{ . , , ,; . f " a . ' `� ..
City of Elgin x t „ol • I November 6, 2013
FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED S ER DATED
364005862 Sean R. Stegall City Manager
FEDERAL TAX 1.0.a PRINT NAME TITLE
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KMPF0003—US 06/10113
3.OWNERSHIP OF EQUIPMENT:We era the Lessor of the Equipment end have sole title(unless you have a 81.00 purchase option)to the Equipment(exdudinp software). You agree to keep the Equipment
free and dear of all Bans and dorms.
4.WARRANTY DISCLAIMER:WE MAKE NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT
IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY
STATEMENTS OR REPRESENTATIONS MADE BY US.WE ARE LEASING THE EQUIPMENT TO YOU"AS-IS".You acknowledge that none of Supplier or their representatives are our agents
and none of them are authorized to modify the terms of this Agreement. No representation or warranty of Supplier with respect to the Equipment will bind us,nor wit any breach thereof relieve you
of any of your obligations hereunder. You are aware of the name Of the manufacturer or supplier of each item of Equipment and you wit contact the manufacturer or supplier for a description of your
warranty rights. You hereby acknowledge and confirm that you have not received any tax,financial,accounting or legal advice from us,the manufacturer or Supplier of the Equipment. THIS
AGREEMENT AND EACH SCHEDULE CONSTITUTES A"FINANCE LEASE"AS DEFINED IN ARTICLE TA OF THE UNIFORM COMMERCIAL CODE.THIS AGREEMENT CONSTITUTES A
'FINANCE LEASE"AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee Is a separate and independent obligation of
Supplier to you,that no assignee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to setoff,
withholding,reduction,counterclaim or defense for any reason whatsoever Including,without Imitation,any claim you may have against Supplier with respect to the Customer One
Guarantee. •
5.LOCATION OF EQUIPMENT:You will keep and use the Equipment only at your address shown above and you agree not to move it unless we agree to it. At the end of the Agreement's term,If
you do not purchase the Equipment you will return the Equipment to a location we specify at your expense,In retail resaleable condition(normal wear and tear acceptable),full working order,and in
complete repair.
6.LOSS OR DAMAGE:You are responsible for the risk of loss or for any destruction of or damage to the Equipment. No such loss or damage relieves you from the payment obligations under this
Agreement. You apse to promptly notify us in writing of any loss Of damage and you will then pay to us the present value of the total of all unpaid Monthly Payments(or other periodic payments
shown)for the full Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term,aI discounted at four percent(4%)per year. Any proceeds of
insurance will be paid to us and credited,at our option,against any loss or damage. You authorize us to sign on your behalf and appoint us as your attorney in fact to execute in your name any
insurance drafts or checks issued due to loss or damage to the Equipment.
7.COLLATERAL PROTECTION AND INSURANCE: You are responsible for installing and keeping the Equipment in good working order.Except for ordinary wear and tear,you are responsible for
protecting the Equipment from damage and loss of any kind.If the Equipment Is damaged or lost,you agree to continue to pay the amounts due and to become due hereunder without setoff Of
defense.During the term of this Agreement,you agree that you wit(1)Insure the equipment against all foss or damage naming us as loss payee;(2)obtain liability and third party property damage
insurance naming us as an additional insured;and(3)delver satisfactory evidence of such coverage with carriers, policy forms and amounts acceptable to us.All policies must provide that we be
given thirty(30)days written notice of any material change or cancellation.I you do not provide evidence of acceptable insurance,we have the right,but no obligation.(a)to obtain insurance
covering our interest(and only our interest)in the Equipment for the lease term,and renewals.Any insurance we obtain will not insure you against third party or liability claims and may be canceled
by us at any time.In that event you will be required to pay us an additional amount each month for the insurance premium and an administrative fee.The cost may be more than the cost of obtaining
your own insurance.You agree that we,or one of our affiliates,may make a profit in connection wltri the Insurance we obtain.You agree to cooperate watt us,our insurer and our agent in the placement
of coverage and with claims or,(b)we may waive the insurance requirement and charge you a monthly property damage surcharge in the amount of.0035 of the original equipment cost to cover our credit risk
administrative costs and other costs,as would be Meer described on a letter from us to you end on which we may make a profit.If you later provide evidence that you have obtained acceptable insurance.
we wit cancel the insurance we obtained or cease charging the surcharge.
8.INDEMNITY: We are not responsible for any loss or injuries caused by the installation or use of the Equipment. You agree to hold us harmless end reimburse us for loss and to defend us
against any claim for losses or injury caused by the Equipment. We reserve the right to control the defense and to select or approve defense counsel. This Indemnity survives the
expiration or termination of this Agreement
e.TAXES AND FEES: You agree to pay when invoiced a8 taxes(including personal properly tax,fines and penalties)and fees relating to Ns Agreement or the Equipment. You agree to(a)
reimburse us for all personal property taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual property
taxes to be assessed. if you do not have a 51.00 purchase option,we will lie all personal property,use or other tax returns and you agree to pay us a processing fee for making such filings. You
agree to pay us up to 875.00 on the date the Bret payment is due as an origination fee. We reserve the right to charge a fee upon termination of this Agreement either by trade-up,buy-out or
default.My fee charged under this Agreement may include a profit and is subject to applicable taxes.
10.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THiS AGREEMENT. We may sell,assign,or transfer this Agreement and/or
the Equipment without out notice. You agree that I we sell,assign,or transfer this Agreement and/or the Equipmentt the new Lessor wit have the same rights and benefits that we have now and will
not have 10 perform any of our obligations. You agree that the rights of the new Lesser will not be suubjad to any claims,defenses,or set offs that you may have against us whether or not you are
notified of such assignment.The cost of any Equipment,Software,services and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessors assignees
will independently verify any such costs. Lessee's assignees wit be providing funding based on the payment you have negotiated with Supplier. You are responsible for determining your
accounting treatment of the appropriate tax,legal,financial and accenting components of this Agreement,
11.DEFAULT AND REMEDIES:(a)If you do not pay any lease payment or other sum due(b)if you break any of your promises in the Agreement or any other Agreement with us or(c)I you,or any
guarantor of your obligations become insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced against you,you wI8 be in default. If any pan of a
payment is more than three(3)days late,you agree to pay a late charge of ten percent(10%)of the payment which is late or if less,the maximum charge allowed by law. tt you are ever in default,
we may do any one or an of the following;(a)instruct Supplier to withhold service,parts and supplies and I or void the Customer One Guarantee;(b)laminate ate or cancel this Agreement and require
that you pay,AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY,the sum of:(i)at pap due and current Monthly Payments(or other periodic payments)and
charges;(I)the present value of all remaining Monthly Payments(or other periodic payments)and charges,discounted at the rate of low percent(4%)per annum(or the lowest rate permitted by
law,w eehever is higher);and(II)the present value(al the same discount rate as specified In clause(I)above)of the amount of any purchase option with respect to the Equipment or,I none is
specified,our anticipated value of the Equipment at the end of the tam of this Agreement(or any renewal thereof);and(c)require you to return the Equipment to us to a location designated by us
(and with reaped to any Software,(i)imvnediately terminate your right to use the Software including the disabling(on-site or by remote communication)of any Software;(ii)demand the immediate
return and obtain possession of the Software and re-license the Software at a public or private sale;and/or(iii)cause the Software supplier to termnate the Software license,support and otter
services under the Software license).We may recover interest on any unpaid balms*at the rate of four percent(4%)per annum but In no event more than the lawful maximum rate.We may also
use any of the remedies available to us under Article 2A of the Uniform Commercial Code as enacted in the State of Lessor or Its Assignee or any other law. You agree 10 pay our reasonable costs
of collodion and enforcement,Including but not limited to attorneys fees and actual court costs relating to any claim arising under this Agreement including,but not thrilled to,any legal action or
referral for collection. If we have to take possession of the Equipment,you agree to pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment will be credited
against what you owe us YOU AGREE THAT WE WILL NOT BE RESPONSIBLE FOR ANY CONSEQUENTIAL INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER.
You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at e later time.At of our rights are cumulative,ii is further agreed that
your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A(508.522)of the UCC.
12.UCC FILINGS:You grant us a security Interest in the Equipment If this Agreement Is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar
insbument In order to show our interest in the Equipment.
13.CONSENT TO LAW,JURISDICTION,AND VENUE:This Agreement shat be deemed fully executed and performed in the pate of Lessor or its Assignee's principal place of business and shell
be governed by and construed in accordance Mil its laws. H the Lessor or its Assignee shall bring any judicial proceeding in relation to any matter arising under the Agreement,the Customer
irrevocably agrees that any such matter may be adjudged or determined in any court or courts in the state of the Lessor or its Assignee's principal place of business,or in any court or courts in
Customers state of residence,or in any other court having jurisdiction over the Customer or assets of the Customer,all at the sole election of the Lessor. The Customer hereby irrevocably submits
. generally and unconditionally 10 the jurisdiction of any such court so elected by Lessor hi relation to such matters. BOTH PARTIES WANE TRIAL BY JURY IN ANY ACTION BETWEEN US.
•
14.LESSEE GUARANTEE: You agree,upon our request,to submit the original of this Agreement and any edhedutes to the Lessor via overnight courier the same day of the facsimile or other
electrerlc transmission of the signed Agreement and such schedules. Both parties agree that this Agreement and any schedules signed and submitted to us by facsimile or other electronic
trasrniscion shall,upon execution by us(manually or electronically,as applicable),be binding upon the panes. You waive the right to challenge in court the authentialy of a faxed or other
electratealy;ransnilled signed copy of this Agreement and any schedule and agree that the faxed or other electronically-transmitted copy containing your faxed or other electronically-transmitted
signature and our manual or electronic signature shat be considered the sole original for all purposes,inducing without limitation,any enforcement adios under paragraph 11.
15. COMPUTER SOFTWARE: Not withstanding any other terms;and conditions of this Agreement,you agree that as to Software only:a)We have not had,do not have,nor will have any YIN to such
Software,b)You have executed or will execute a separate software triense Agreement and we are not a party to and have no responsnilties whatsoever in regards to such license Agreement.c)You hove
selected such Software and as per Agreement paragraph 4,WE MAKE NO WARRANTIES OF MERCHANTABILITY,DATA ACCURACY, SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE
ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE.
CUSTOMER'S LEASE PAYMENTS AND OTHER OBLIGATIONS(ENDER THIS LEASE AGREEMENT SWILL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE
SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE.
�1
KMPF0003—US 06/10/13
ADDENDUM TO MASTER PREMIER LEASE AGREEMENT AND NON APPROPRIATION ADDENDUM
This addendum to Premier Lease Agreement and Non-Appropriation Addendum forms and is made a
part of that certain Premier Lease Agreement ("Agreement") and that certain Non-Appropriation
Addendum ("Non-Appropriation") both the agreement and the Rider between Konica Minolta Finance
and City of Elgin executed by City of Elgin on November 6, 2013. Capitalized terms used herein but not
defined herein will have the same meaning given to them in the Agreement and the Non-Appropriation.
With regards to Section(s)of the Agreement:
1. LEASE AGREEMENT:
,• The fifth (5th) sentence is amended to read: "The Agreement becomes effective upon
execution by both parties hereto".
• In the eighth (8t°) sentence, subsection (a) is amended to read: "send us written notice
between thirty (30) days and ninety (90) days before the end of any term, of your
decision to return or purchase the Equipment or renew this Lease,"
• The tenth(10th)sentence which is all capitalized,is deleted.
6. LOCATION OF EQUIPMENT:
• The second (2"d)sentence is amended to read: "At the end of the Agreement's term, if
you do not purchase the Equipment, you will make the Equipment available for pickup
by your Supplier who will return the Equipment to us. You understand and agree that
the Equipment must be in good condition and repair, normal wear and tear excepted,
when returned to us."
7. LOSS OR DAMAGE:
• The first(1")sentence is amended to read: "From the time the Equipment is installed at
your location and fully accepted by you, you are responsible for the risk of loss or for
any destruction of or damage to the Equipment".
8. COLLATERAL PROTECTION AND INSURANCE:
• The section is deleted and amended to read: "You are responsible for having the
Equipment installed and for keeping the Equipment in good working order. Except for
ordinary wear and tear,you are responsible for protecting the Equipment from damage
and loss of any kind, and upon our request, you agree to provide us with evidence of
your insurance coverage for the Equipment,listing us as loss-payee for the Equipment."
9. INDEMNITY:
• The section is amended to read: "We are not responsible for any loss or injuries caused
by the installation or use of the Equipment, and you agree to hold us harmless
therefore."
10. TAXES AND FEES:
• The section is amended to read: "You agree to provide us with evidence of your tax
exempt status, and you agree to pay us seventy-five ($75) dollars on the date the first
payment is due,as an origination fee."
12. DEFAULT AND REMEDIES:
• In the second (2nd) sentence, the numbers "3" and "10%" respectively, are deleted and
replaced with the numbers "15"and"6%"respectively.
• The third to the last, penultimate and final sentences are deleted and replaced as
follows: "Any delay or failure to enforce any rights by either party arising out of or
pursuant to this Agreement shall not constitute, and shall not be construed as,a waiver
of any such rights. You specifically retain any and all rights pursuant to 810 ILCS 5/2A-
(508-522). Any and all other rights and/or remedies for the parties hereto shall be
governed exclusively by this Agreement.All remedies are cumulative."
14. SECURITY DEPOSIT:
• The section is deleted and replaced with "14. INTENTIONALLY DELETED".
15. CONSENT TO LAW,JURISDICTION,AND VENUE:
• The section is amended to read: "This Agreement shall be subject to and governed by
the laws of the State of Illinois. Venue for the resolution of any dispute or the
enforcement of any rights arising out of or in connection with this Agreement shall be in
the Circuit Court of Kane County,Illinois".
16. LESSEE GUARANTEE:
• The section is deleted and replaced with "16. INTENTIONALLY DELETED".
THE FOLLOWING NEW SECTIONS 17.AND 18.ARE ADDED TO THE AGREEMENT:
• "17. SEVERABILITY:The terms of this Agreement shall be severable. In the event any of
the terms or the provisions of this Agreement are deemed to be void or otherwise
unenforceable for any reason,the remainder of this Agreement shall remain in full force
and effect."
• "18.NO AGENCY:this Agreement shall not be construed so as to create a joint venture,
partnership, employment, or other agency relationship between the parties hereto,
except to the extent specifically provided for herein."
With regards to Section(s)of the Non-Appropriation:
C.NON-APPROPRIATION:
• In Section 4., subsection (a) is amended to read: "you have given Lessor written
notice of the occurrence of Paragraph C-1 above no later than thirty(30)days prior
to the end of your then current fiscal year.
• The following is added as an additional section 5. "Except for your responsibility to
pay Lessor through the end or your then current fiscal year,you shall not be liable to
Lessor for any additional monetary damages."
All other terms and conditions of the Agreement and Non-Appropriation shall remain unchanged and in
full force and effect. All handwritten,typed or"red-lined"additions and/or deletions on the Agreement
or the Non-Appropriation are null and void and of no force or effect. The changes contained in this
Addendum shall apply to only the Agreement and the Non-Appropriation to which it is incorporated and
is not a precedent for future lease transactions.
IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Master Premier Lease
Agreement and Non Appropriation Addendum on November 6,2013.
Konica Minolta,Premier Finance City of Elgin /f
By: c, /tat-
/� Se n R. Stegall
Title: !ter, .. ire Title:City Manager
Date: 11/6/13
/COO
KONICA MINOLTA
NON-APPROPRIATION FORM
ADDENDUM TO Agreement No. between Konica Minolta Premiere Finance, Lessor
And City of Elgin Lessee
(Full Legal Name of Lessee)
Dated: November 6,2013
FOR MUNICIPALITIES ONLY
A. CUSTOMER COVENANTS: You covenant and warrant that (1) it has, in accordance with the requirements of law, fully budgeted and
appropriated sufficient funds for the current budget year to make the payments scheduled to come due and to meet its other obligations under
the Agreement and such funds have not been expended for other purposes;and
(2) that there is no action,suit,proceeding or investigation pending,or threatened in any court or other tribunal or competent jurisdiction,stale or
federal or before any public board or body,which in any way would(a)restrain or enjoin the delivery of the Agreement or the ability of you to
make its Base Payments(as set out above);(b)contest or affect the authority for the execution or delivery of,or the validity of,the Agreement;or
(c)contest the existence and powers of you;nor is there any basis for any such action,suit,proceeding or investigation;and
(3) That the equipment will be operated and controlled by you and will be used for essential government purposes and will to be essential for the
term of the Agreement.
(4) You have not previously terminated a rental for non-appropriation,except as specifically described in a letter appended hereto.
B. SIGNATURES: Each signor(two if monthly payment exceeds$1,200)warrants that he/she is fully conversant with the governing relevant
legal and regulatory provisions and has full power and authorization to bind you. Signor(s)for you further warrant(s)its governing body has
taken the necessary steps;including any legal bid requirements,under applicable law to arrange for acquisition of the Equipment;the approval
and execution has been in accordance with all applicable open meeting laws;and that a resolution of the governing body of you authorizing
execution of the Agreement has been duly adopted and remains in full force and effect.
C. NON APPROPRIATION: In the event you are in default under the Agreement because:
1. Funds are not appropriated for a fiscal period subsequent to the one in which the Agreement was entered into which are sufficient to satisfy all
of your obligations under the Agreement during said fiscal period;
2. Such non-appropriation did not result from any act or failure to act of you;
3. You have exhausted all funds legally available for all payment due under the Agreement;and
4. There is no other legal procedure by which payment can be made to Lessor.
Then,provided that(a)you have given Lessor written notice of the occurrence of paragraph 1 above thirty(30)days prior to such occurrence;(b)
Lessor has received a written opinion from your counsel verifying the same within ten(10)days thereafter;and(c)you do not directly or indirectly
purchase,rent or in any way acquire any services or equipment supplied or provided for hereunder;upon receipt of the equipment delivered to a
location designated by Lessor,at your expense,Lessors remedies for such default shall be to terminate the Agreement at the end of the fiscal
period during which notice is given;retain the advance payments,if any;and/or sell,dispose of;hold,use or rent the equipment as Lessor in its
sole discretion may desire,without any duty to account to you.
Approved and agreed to as an Addendum to and part of the Agreement,this§lh day of November.2013.
I LESSOR AGCEPT'ANCE + j'` °A'' ' • I
• Konica Minolta Premier Finance /taw"! 1(-1A,8Q-
I �L i. (re
LESSOR SIGNATURE TITLE
I CUSTOMER AGOEPT,ANCE
11/6/13 City of Elgin //OM. E City Manager
DATED CUSTOMER SIGNATURE TITLE
36-6005862 P , 5rrMA-
FEDERAL TN(1.010 PRINT NAME
24884- 10/02/2008