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HomeMy WebLinkAbout20-0408 Konica Minolta aa� �LC� DocuSign Envelope ID:E185C7A2-95A7-4FE3-9FC9-FF4E67406F2E Order Package: S00549691 PM {ONICA MINOLTA 04Pag 0 49 of 49 Page 049 of 049 Order Package Acceptance Agreement Customer Name/Address: CITY OF ELGIN -150 DEXTER CT ELGIN, IL 60120-5527 Customer's signature below constitutes Customer's acceptance of the preceding forms in this Order Package (as identified by Order Package ID S00549691 time stamped 04/02/20 04:41 PM). This Order Package is governed by the terms and conditions of the Master Agreement contract between Konica Minolta Business Solutions U.S.A., Inc.and SOURCEWELL 083116-KON dated 10/19/2016 terms of which are incorporated into this agreement. If payment by credit card is indicated above, Customer hereby grants KMBS the authority to charge the Customer's credit card in the amount indicated (plus applicable taxes). 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. Not binding on KMBS until signed by KMBS Manager. Authorized Customer Representative KMBS Representative Name: Richard G. KozalName: Craig Schaller (Please (Please Print) DocuSigned by: Signature: Signature: Go,� S�hall� FFA I F4ACCF F D40B... Title; City Manager Date: 4/3/2020 Date: April 8,2020 KMBS Manager Name: Ryan Mitchell (Please Print) DocuSigned by: Signature: D4067FOB97FA487... 4/3/2020 Date: KONICA MINOLTA BUSINESS SOLUTIONS U.S.A.,INC. 100 Williams Drive,Ramsey,NJ 07446 (201)8254000 www.kmbs.konicaminolta.us Form 3022MA-090115-OS DocuSign Envelope ID:E1 B5C7A2-95A7-4FE3-9FC9-FF4E67406F2E -S00549691 For office use only(Check one): []Branch &Windsor 04/02/20 04:41 PM APPLICATION NUMBER AGREEMENT NUMBER D Premier Advantage Agreement 1676806 KONICA MINOLTA This Premier Advantage 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) FULL LEGAL NAME STREET ADDRESS CITY OF ELGIN 150 DEXTER CT CITY STATE ZIP PHONE* - FAX ELGIN IL 60120-5527 847 931 5604 BILLING NAME(IF DIFFERENT FROM ABOVE) BILLING STREET ADDRESS' CITY STATE ZIP E-MAIL EQUIPMENT LOCATION(IF DIFFERENT FROM ABOVE) SEE ATTACHED POOL BILLING SCHEDULE '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, pre-recorded 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 u provida to us now or in the future and permits such calls.These calls and messages may incur access fees from your cellular ovider. 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 SFF ATTA(.HED POOI RILLINGIS .H D ) ❑See attached'Schedule A'for additional Equipment/Accessories/Software TERM IN MONTHS #of payments Payment Frequency Payment Amount Advance Payment 36 36 (plus applicable taxes) (plus applicable taxes) ❑Quarterly® Monthly $ 4.095.40 $ Payment includes B&W pages per month Overages billed MONTHLY at$ per B&W page Payment includes Color pages per month Overages billed MONTHLY at$ per Color page ®See attached Pod Billing Schedule END OF LEASE OPTIONS: You will have the following options at the end of the original term,provided the Lease has not terminated early and no event of default under the Lease has occurred and is continuing. 1.Purchase the Equipment for the Fair Market Value as determined by us. 2.Renew the Lease per paragraph 1(on reverse). 3.Return Equipment as provided in Paragraph 6(on reverse). THIS IS A NONCANCELABLE/IRREVOCABLE AGREEMENT:THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED. DocuSigned by: Konica Minolta Premier Finance AZU, ►°ut1l'M. Area Vice Presi deAJ3/2020 LESSOR AUTHORIZED SIGN TITLE DATED C TY OF ELGIN ril 8,2020 FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED MNER DATED 36-6005862 Richard G. Kozat City Mana er FEDERAL TAX LD.If PRINT NAME ..�,x TITLE 17�:M/t1llA/.:t1AAJ '��'kai� As additional inducement for us,Konica Minolta Premier Finance to enter into the Agreement,the undersigned(you')unconditionally,jointly and severalty,personalty guarantees that the customer will make all payments and meet all obligations required under this Agreement and any supplements fully and promptly. You agree that we may make other arrangements including compromise or settlement with you and you waive all defenses and notice of those changes and presentment,demand,and protest and will remain responsible for the payment and obligations of this Agreement.We do not have to notify you if the customer is in default ff thi customer defaults.you will immediately pay in accordance with the default provision of the Agreement all sums due under the terms of the Agreement and will perform all the obligations of the Agreement. 0 it is necessary for us to proceed legally to enforce this guarantee, you expressly consent to the jurisdiction of the court set out in paragraph 14 and agree to pay all costs,including attorney's fees incurred in enforcement of this guarantee. It is not necessary for us to proceed first against you before enforcing this guarantee. By signing this guarantee,you authorize us to obtain credit bureau reports for credit and collection purposes. PRINT NAME OF GUARANTOR SIGNATURE (NO TITLES) DATED To help the Co envnenf fight the funding of terrorism and money laundering activities,Federal Law requires all financial institutions to obtain,verify and record information that identifies each person who opens an account.What this means is,when you open an account,we will ask for your name,address and other information that wig allow us to identify you;we may also ask to see identifying documents. See reverse side for additional terms and conditions KMPF0005—US 09/17/18 DocuSign Envelope ID:E1B5C7A2-95A7-4FE3-9FC9-FF4E67406F2E S00549691 04/02/20 04:41 PM 1.LEASE AGREEMENT:You agree to lease from us the personal property described under'MAKE/MODEUACCESSORIES"and as modified by supplements to this Agreement from time to time signed by you and us(such property and any upgrades, replacements,repairs and additiahs referred to as'Equipment')for business purposes only.To the extent the Equipment includes intangible property or associated services such as periodic software licenses and prepaid database subscription rights,such property shag be referred to as the'Software.You agree to all of the terms and conditions contained in this Agreement and any Schedule,which together are a complete statement of our Agreement regarding the fated equipment('Agreemi nf)and supersedes a9 other writings,communications,understandings,agreements,any purchase order and any solicitation documents and related documents.This Agreement may be modified only by written Agreement and riot by course of performance.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 riot accept the Equipment and speciy the defect or malfunction.In that event at our sole option,we or our designee will replace Uxt defective item of Equipment or this Agreement will be canceled and we or our designee will repossess the Eaipment You agree that upon our request you will sign and deliver to ms,a delivery and acceptance certificate confrmirhg your acceptance of the Equipment leased to you.The"Bging Date'of INs Agreement will be the twentieth(20th)day or an alternative agreed upon date following installation.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 will continue from the Billing Date for the Term shown and will be extended automatically for successive one(1)month terms uhless you(a)send ma 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 and(b)you purchase or return the Equipment as specified in your notice,within ten(10)days after the end of the term.Leases with$1.00 purchase options will no be renewed. The periodic renewal payment has been set by mutual agreement and is riot 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 this Agreement is declared unenforceable in any jurisdiction,the other provisions herein shag remain in fug force and effect in that jurisdiction and all others.You authorize us to insert or correct missing information on this lease including your proper legal name,serial numbers,other numbers describing the Equipment and other ornittnd factual matters.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 regarding you and your financial audition and to provide your in`ormatorl including payment history,to our assignee or third parties having an economic interest in this Agreement or the Equipment Z RENT: Rent will 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 a processing fee.Subsequent rent installments will be payable on the first day of each rental payment period shown beginning after the first rental payment period or as otherwise agreed.We wig 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(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 wig remit payments to us in the farm of company checks(or personal checks in the case of sole proprietorships),cited debit or wires only.You also agree cash and cash equivalents are riot 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 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. 3.MAINTENANCE AND SUPPLIES:The charges established by this Agreement include payment for the use of the designated Equipment and accessories,maintenance by Supplier including inspection,acMtmant parts replacement drums and cleaning material required for the proper operation,as well as toner,developer,copy cartridges and pm kits.Ag supplies are the property of Supplier until used.If your use of supplies exceeds the typical use pattern(as determined solely by Supplier)for these items by more than 10%,or should Supplier,in its sole discretion,determine that Supplies are being abused in any fashion,you agree to pay for such improper or excess use. Paper must be separately purchased by you.A page is defined as one meter dick and varies by page size as follows:&5'x11'=1 dick 11x17'=2 clicks,18'x27'=3 dicks,2rx36'=4 dicks and 36'x47'=5 dicks.You agree to provide Supplier free and dear access to the equipment and Supplier will provide labor or routine,remedial and preventive maintenance service as well as remedial parts.Ag part replacements shall be on an exchange basis with new or refurbished items. Emergency service calls will be performed at no extra charge during normal business haus(defined as 8:3Dam to 5.Wpm.Monday through Friday,exclusive of holidays observed by Supplier).Overtime charges,at Suppliers current rates,will be charged for all service calls onside normal business hours.Supplier will not be obligated to provide service or repairs in the event of misuse or casualty and will charge you separately if such repairs are made.If necessary,the service and supply portion of this Agreement may be assigned.We may charge you a Supply Freight Fee to cover our costs of shipping suppries to you.You acknowledge that(a)the Supplier (and not Lessor or its assignees)is the sole party responsible for any service,repair or maintenance of the Equipment and(b)the Supplier(rat Lessor or its assignees)is the party to any service maintenance agreement 4.OWNERSHIP OF EQUIPMENT:We are the owner of the Equipment and have sole lige(unless you have a$1.00 purchase option)to the Equipment(excluding Software).You agree to keep the Equipment free and dear of all liens and lours.You are solely responsible for removing any data that may reside in the Equipment you return,including but not limited to,hard drives,disk drives or awry other form of memory. 5,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 REM 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"AS41S".You acknowledge that none of Supplier or their representatives are our agents and none of them are authorized to madly,the terms of this Agreement No representation or warranty of Supplierwith respect to the Equipment wig bird us,mar 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 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 shag 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 inducing,without limitation,any claim you may have against Supplier with respect to the Customer One Guarantee. 6.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,if you do rot purchase the Equipment you will rehurm the Equipment to a location we specify at your expense,in retal resalable condition(normal wear and tear acceptable),full working order,and in complete repair. 7.LOSS OR DAMAGE:You are responsible for the risk of loss or for any destructon of or damage to the Equipment No such loss or damage relieves you from the payment obligations under this Agreement You agree to promptly nobly us in writing of any loss or damage and you wig then pay to us the present value of the total of all unpaid Monthly Payments(or other periodic payments shown)for the hill Agreement tern plus the estimated fair market value of the Equipment at the end of the originally scheduled term,all discounted at far 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 draft or checks issued due to loss or damage to the Equipment S.COLLATERAL PROTECTION AND INSURANCE:You are responsible for installing and keeping the Equipment in goad working order.Except for ordinary wear and tear,you are responsible for protecting the Equipment from damage and loss of any kind.it the Equipmerd 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(I)insure the equipment against all loss or damage naming us as loss payee;(2)obtain lability 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 interest)in the Equipment for the lease tern,and renewals and()any insurance we obtain will not insure you against third parry or liability claims and may be cancelled by us at any time,(it)you wig be required to pay us an additional amount each month for the insurance premium and an administrative fee,(6)the cost may be more than the cost of obtaining your own insurance,(iv)you agree that we,or one of our affiliates,may make a profit in connection with the insurance we obtain,(v)you agree to cooperate with us,our insurer and our agent in the placement of average 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 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 will cancel the insurance we obtained or cease charging the surcharge. 9.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 or death caused by the Equipment We reserve the right to control the defense and to select or approve defense counsel.This Indemnity survives the expiration cr termtnardon of this Agreement 10.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 al personal property taxes which we are required to pay as Owner of the Equipment or to remit to us each month our estmate of the monthly equivalent of the annual property taxes to be assessed.If you do not have a$1.00 purchase option,we will rile all personal property,use or other tax returns and you agree to pay us a processing fee for making such fifmgs. You agree to pay us up to$100.00 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. 11.ASSIGNMENT:YOU HAVE NO RIGHT TO SELL,TRANSFER,ASSIGN OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT,We may seg,assign,or transfer this Agreement and/or the Equipment without notice.You agree that U we seg,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 arry of our obligations.You agree that the rights of the new Lessor wig not be subject to any daims,defenses,or set ofi 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. Lessors 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 aooaertirg components of this Agreement. 12.DEFAULT AND REMEDIES:If(a)you do not pay any lease payment or other sum due to us or other party when due or(b)f 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 will be in default If any part cis 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/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:().all past due and cement Monthly Payments(or other periodic payments)and charges;n the present value of al 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 law,whichever is higher);and(iii)the present value(at the same discount rate as specified in clause() 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)requite you to return the Equipment to us to a location designated by us(and with respect to any Software,()immediately temdnate 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 public 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 fes 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 enforcement,including but not limited to attorney's fees and actual court costs relating to any claim arising under this Agreement including,but rat 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 rot prevent us from enforcing any rights at a later time.Ag of err rights are cumulative.11 is further agreed that your rights and remedies are governed exclusively by fhts Agreement and you waive lessee's rights under Article 2A(508-522)of the UCC. 13.UCG 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 UCG7 financing statement or similar instrument in order to show out interest in the Equipment. 14.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 oDnsWied in accordance with its laws.If the Lessor or its Assignee shall brig 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 prumcioal place of business,or in any court or averts 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 WANE TRIAL BY JURY IN ANY ACTION BETWEEN US. 15.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 got signed Agreementand such schedules.Both parties agree that this Agreement and any schedules signed by you,whether manually of electronically,and submitted to us by facsimile or other electronic transmission shall,upon execution by us(manually or electronicafly,as applicable),be binding upon the parties.This lease may be executed in counterparts and any facsimile,photographic and/or other electronic transmission of this lease which has been manually or electronically signed by you when manually or electronically anumtersigned by us or attached to our original signature counterpart and/or in our possession shall consttute the sok original chattel paper as defined in the UCC for all purposes(including any enforcement action under paragraph 12)and will be admissible as legal evidence thereof. Both parties waive the right to challenge in court the authenticity of a faxed,photographic,or other electronically transmitted or electronically signed copy of this Agreement and any schedule. 16.OVERAGES AND COST ADJUSTMENTS:You agree to comply with any billing procedures designated by us,including notifying us of the meter reading on the Billing Date.If meter readings are not received,we reserve the right to estimate your usage and big you for that amount At fie end of the first year of this Agreement and once each successive twelve month period,we may increase your payment and the per page charge over the pages included(Overage)(if applicable)by a maximum of ten percent(10%)of the existing charge,or it less,the maximum amount permitted by applicable law.We may bill you a per page charge for all pages produced between the date of your final invoice and the date when you satisfy your obligators under this Agreement and either pudhase or return the equipment to us.Notwithstanding anything herein to the contrary,for pools designated as'One Rate'pods,escalations within the original Agreement term and Supply Freight Fees do not appy nor are meter readings required.All Agreements are subject to escalation in any renewal period. 17.COMPUTER SOFTWARE:Not withstanding any other terms and conditions of this Agreement you agree that as to Software onty a)We have not had,do rat have,no will have any lige to such Software,b)You have executed orwig execute a separate software license 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 5,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 ANYWAY RELATED TO THE ABOVE SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE KMPF0005—US 09/17/18 DocuSign Envelope ID:E1B5C7A2-95A7-4FE3-9FC9-FF4E67406F2E S00549691 04/02/20 04:41 PM Premier Advantage APPLICATION NO. AGREEMENT NO. 0 Pool Billing Schedule. '6766D6 KONICA MINOLTA This Pool Billing Schedule is to be attached to and become part of the Item Description for the Agreement by and between the undersigned and Konica Minolta Premier Finance. �_ IAL:llld_-S ONERATE4-1 Asset Location: CITY OF ELGIN,15o bEXTER CT,ELGIN,IL,60120 Make/ModeVAccessorieS Asset Invoice Information Serial# Starting Meter 1. BIZHUB 368E 4GB MEMORY COPIER/PRINTE - 2. 3. 4. 5. IS Monthly ❑Quarterly Payment' s 114,37 Number of Pages Included UNLIMITED Excess Page Charge'$ 0.00000 plus applicable taxes r)0 GfY �o ONERATE4-2 *4' Asset Location: CITY OF ELGIN,150 DEXTER CT,ELGIN,IL,60120 Make/ModeVAccessories Asset Invoice Information Serial# Starting Meter 1, BIZHUB C450145 PPM COLOR MFP 2. 3. 4. 5. rBMonthly �r❑QyQtua,yrterlrrlly,Payment• $ 389.13 Number of Pages Included UNLIMITED Excess Page Charge'$ 0.00000 plus applicable taxes U U [Al,:IlYI�o ONERATE4-3 Asset Location: CITY OF ELGIN,150 DEXTER CT,ELGIN,IL,60120 Make/Model/Accessories Asset Invoice Information Serial# Starting Meter 1. BIZHUB C550155 PPM COLOR MFP - 2. 3. 4. 18 Monthly ❑Quartedy Payment' $ 419.09 Number of Pages Included ' UNLIMITED Excess Page Charge'$ 0.00000 plus applicable taxes ONERATE4-4 ,Y/' Asset Location: CITY OF ELGIN,150 DEXTER CT,ELGIN,IL,60120 Make/Model/Accessories Asset Invoice Information Serial# Starting Meter 1. BIZHUB 558E COPIER/PRINTER 2. 3. 4. CK Monthly ❑Quarterly Payment* $ 192.01 Number of Pages Included UNLIMITED Excess Page Charge*$ 0.00000 'plus applicable taxes DocuSigned by: Konica Minolta Premier Finance /Z, bU, Area vice Presi de4j3/2020 LESSOR AUTHORIZED IGN TITLE DATED 00 CITY OF ELGIN April 8,2020 FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED SIGNER DATED 36-6005862 Richard G. Kozal City Manager FEDERAL TAX I.D.# PRINT NAME TITLE KMPF0014—US 10/01/16 DocuSign Envelope ID:E1B5C7A2-95A7-4FE3-9FC9-FF4E67406F2E S00549691 04/02/20 04:41 PM Premier Advantage APPLICATION NO. AGREEMENT NO. 0 Pool Billing Schedule 1676806 KONICA MINOLTA This Pool Billing Schedule is to be attached to and become part of the Item Description for the Agreement by and between the undersigned and Konica Minolta Premier Finance. rv�1�, N:.. '0 0 fAG:SCLI�o ONERATE4-5 Asset Location: CITY OF ELGIN,150 DEXTER CT,ELGIN,IL,60120 Make/ModeVAccessones Asset Invoice Information Serial# Starting Meter 1. BIZHUB 558E COPIER/PRINTER 2. 3. 4. 5. IH Monthly ❑�/Quuartt�erlly�y,,Payment* $ 199.58 Number of Pages Included UNLIMITED Excess Page Charge*$ 0.00000 plus applicable taxes '0 0 UG:SCIL�fo ONERATE4-6 Asset Location: CITY OF ELGIN,151 DOUGLAS AVE,ELGIN,IL,60120 Make/Model/Accessories Asset Invoice Information Serial# Starting Meter 1. BIZHUB 287 4GB MEMORY COPIER/PRINTER 2. 3. 4. 5. IX Monthly /❑Quarterly Payment* $ 113.51 Number of Pages Included UNLIMITED Excess Page Charge'$ 0.00000 plus applicable taxes 0 ONERATE4-7 r`1 Asset Location: CITY OF ELGIN,151 DOUGLAS AVE,ELGIN,IL,60120 Make/Model/Accessories Asset Invoice Information Serial# Starting Meter 1. BIZHUB 368E 4GB MEMORY COPIER/PRINTE 2. 3. 4. IS Monthly ❑Quarterly Payment' $ 124.62 Number of Pages Included UNLIMITED Excess Page Charge'$ 0.00000 plus applicable taxes ONERATE4-8 - Asset Location: CITY OF ELGIN,151 DOUGLAS AVE,ELGIN,IL,60120 Make/ModeVAccessones Asset Invoice Information Serial# Starting Meter 1. BIZHUB 558E COPIER/PRINTER 2. 3. 4. I8 MonthIX ❑Quarterly Payment* $ 192.01 Number of Pages Included UNLIMITED Excess Page Charge*$ 0.00000 ' us applicable taxes igned by: Konica Minolta Premier Finance FAa Area Vice Presi deA} 3/2020 LESSOR AUTHORIZED SIG ER TITLE DATED CITY OF ELGIN April 8, 2020 FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED SIGNER DATED 36-6005662 Richard G. Kozal City Manager FEDERAL TAX I.D.# PRINT NAME TITLE KMPF0014—US 10/01/16 DocuSign Envelope ID:ElB5C7A2-95A7-4FE3-9FC9-FF4E67406F2E S00549691 04/02/20 04:41 PM Premier Advantage APPLICATION NO. AGREEMENT NO. Pool Billing Schedule 1676606 KONICA MINOLTA This Pool Billing Schedule is to be attached to and become part of the Item Description for the Agreement by and between the undersigned and Konica Minolta Premier Finance. ,0 fAGa!l!d_-ri ONERATE4-9 _ at Asset Location: CITY OF ELGIN,45 SYMPHONY WAY,ELGIN,IL.60120 Make/Model/Accessories Asset Invoice Information Serial# Starting Meter 1. BIZHUB 287 4GB MEMORY COPIER/PRINTER 2. 3. 4. 5. Z Monthly ❑Quarterly�Payment* $ 111.90 Number of Pages Included UNLIMITED Excess Page Charge*$ 0.00000 plus applicable taxes 0 UT 1A7.:11[�So ONERATE4-10 Asset Location: CITY OF ELGIN,45 SYMPHONY WAY,ELGIN,IL,60120 Make/Model/Accessories Asset Invoice Information Serial# Starting Meter 1, BIZHUB C3601 COPIER/PRINTER 2. 3. 4. 5. %Monthly ❑Quarterly Payment' s 208.50 Number of Pages Included UNLIMITED Excess Page Charge'$ 0.00000 plus applicable taxes A 0 ONERATE4-11 t. Asset Location: CITY OF ELGIN,100 SYMPHONY WAY,ELGIN,IL,60120 Make/Model/Accessories Asset Invoice Information Serial# Starting Meter 1. BIZHUB 368E 4G6 MEMORY COPIER/PRINTE 2. 3. 4. IS Monthly 0 Quarterly Payment' $ 122.93 Number of Pages Included UNLIMITED Excess Page Charge'$ 0.00000 plus applicable taxes 0 0 ttiCldaY .- ONERATE4-12 R,_ Asset Location: CITY OF ELGIN,100 SYMPHONY WAY,ELGIN,IL,60120 Make/Model/Accessories Asset Invoice Information Serial# Starting Meter 1. BIZHUB 458E COPIER/PRINTER 2. 3. 4. CK MontOAMRhl ❑QuarterlyPayment* $ 182.39 Number of Pages Included UNLIMITED Excess Page Char e•$ 0.00000 us applicable taxes DocuSigned by: Konica Minolta Premier Finance �LlU- Area vice Presi delf�3/2020 LESSOR AUTHORIZED SIGNER TITLE DATED G - CITY OF ELGIN X April 8,2020 FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED SIGNER DATED 36.6005862 Richard G. Kozal City Manager FEDERAL TAX I.O.# PRINT NAME TITLE KMPF0014-US 10/01/16 DocuSign Envelope ID:E1B5C7A2-95A7-4FE3-9FC9-FF4E67406F2E S00549691 04/02/20 04:41 PM Premier Advantage APPLICATION NO. AGREEMENT NO. 0 Pool Billing Schedule 1676806 KONICA MINOLTA 77--71-7-M7 WIT-20 This Pool Billing Schedule is to be attached to and become part of the Item Description for the Agreement by and between the undersigned and Konica Minolta Premier Finance. ,uL:rlE.. ONERATE4-13 Asset Location: CITY OF ELGIN,100 SYMPHONY WAY,ELGIN,IL,60120 Make/Model/Accessories Asset Invoice Information Serial# Starting Meter 1. BIZHUB 458E COPIERIPRINTER 2. 3. 4. 5. CK Monthly /❑yQuuarrteerrllyy Payment* s 182.39 Number of Pages Included UNLIMITED Excess Page Charge*$ .0.00000 plus applicable taxes ONERATE4-14 l'F Asset Location: CITY OF ELGIN,100 SYMPHONY WAY,ELGIN,IL,60120 Make/Model/Accessories Asset Invoice Information Serial# Starting Meter t, BIZHUB C550155 PPM COLOR MFP 2. 3. 4. 5. (9 Monthly ❑Quarterly Payment* $ 438.72 Number of Pages Included UNLIMITED Excess Page Charge'$ 0.00000 plus applicable taxes ONERATE4-15 AssetLocation: CITY OF ELGIN,550 SUMMITT ST,ELGIN,IL,60120 Make/ModeVAccessodes Asset Invoice Information Serial# Starting Meter 1. BIZHUB 558E COPIERIPRINTER 2. 3. 4. 99 Monthly ❑Quarterly Payment' $ 192.01 Number of Pages Included UNLIMITED Excess Page Charge'$ 0.00000 plus applicable taxes 0 0� ONERATE4-16 Asset Location: CITY OF ELGIN,650 BIG TIMER RD,ELGIN,IL,60123 Make/Model/Accessories Asset Invoice Information Serial# Starting Meter 1. BIZHUB 368E 4GB MEMORY COPIER/PRINTE 2. 3. 4. IN Monthly ❑Quarter) Payment* $ 116.04 Number of Pages Included UNLIMITED Excess Page Charge*$ 0.00000 •plus applicable taxes DocuSigned by: Konica Minolta Premier Finance No- ��� Area vice Presi de#e3/2020 LESSOR AUTHORIZED SIGN R TITLE DATED Y - CITY OF ELGIN April 8, 2020 FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED SIGNER DATED 36-6005862 Richard G. Kozal City Manager FEDERAL TAX I.D.# PRINT NAME TITLE KMPF0014-US 10/01/16 DocuSign Envelope ID:ElB5C7A2-95A7-4FE3-9FC9-FF4E67406F2E S00549691 04/02/20 04:41 PM Premier Advantage APPLICATION NO. AGREEMENT NO. 0 Pool Billing Schedule 1676806 KONICA MINOLTA This Pool Billing Schedule is to be attached to and become part of the Item Description for the Agreement by and between the undersigned and Konica Minolta Premier Finance. ONERATE4-17 Asset Location: CITY OF ELGIN,707 W CHICAGO ST,ELGIN,IL,60123 Make/ModeVAccessories Asset Invoice Information Serial# Starting Meter 1. BIZHUB 368E 4GB MEMORY COPIER/PRINTE 2. 3. 4. 5. 18 Monthly ❑Quarterly Payment' $ 122.86 Number of Pages Included UNLIMITED Excess Page Charge'$ 0.00000 plus applicable taxes 0 (XL:rLLTo ONERATE4-18 Asset Location: CITY OF ELGIN,375 W RIVER RD,ELGIN,IL,60123 Make/ModeVAccessories Asset Invoice Information Serial# Starting Meter 1, BIZHUB C3601 COPIER/PRINTER 2. 3. 4 5. I S Monthly 0 0Q�Qu//arrtterlly�y Payment' $ 206.13 Number of Pages Included UNLIMITED Excess Page Charge'$ 0.00000 plus applicable taxes 0© ONERATE4-19 h Asset Location: CITY OF ELGIN,1900 HOLMES RD,ELGIN,IL,60123 Make/ModeVAccessodes Asset Invoice Information Serial# Starting Meter 1. BIZHUB C3601 COPIER/PRINTER 2. 3. 4. 93 Monthly ❑Quarterly Payment' $- 200.00 Number of Pages Included UNLIMITED Excess Page Charge*$ 0.00000 plus applicable taxes 0 0 ttiClWONERATE4-20 ', Asset Location: CITY OF ELGIN,1900 HOLMES RD,ELGIN,IL,60123 Make/Model/Accessories Asset Invoice Information Serial# Starting Meter 1. BIZHUB 287 4GB MEMORY COPIER/PRINTER 2. 3. 4. 19 Monthly ❑Ouarterl Payment* $ 111.90 Number of Pages Included UNLIMITED Excess Page Charge*$ 0.00000 'Plus applicable taxes ~Mw Mzw DocuSigned by: Q/ Konica Minolta Premier Finance Azo- h.Nv, Area Vice Preside rft 3/2020 LESSOR AUTHORIZED SIGNE TITLE DATED 000- CITY OF ELGIN ` April H,2020 FULL LEGAL NAME OF CUSTOMER(as referenced above) AU HO E SIGNE DATED 36.6005662 Richard G. Kozal City Manager FEDERAL TAX I.D.# PRINT NAME TITLE KMPF0014-US 10/01/16 DocuSign Envelope ID:ElB5C7A2-95A7-4FE3-9FC9-FF4E67406F2E S00549691 04/02/20 04:41 PM Premier Advantage APPLICATION NO. AGREEMENT NO. Pool Billing Schedule 1676806 KONICA MINOLTA F—777 This Pool Billing Schedule is to be attached to and become part of the Item Description for the Agreement by and between the undersigned and Konica Minolta Premier Finance. ONERATE4-21 Asset Location: CITY OF ELGIN,1250 BOWES CREEK RD,ELGIN,IL,60124 Make/ModeVAccessodes Asset Invoice Information Serial# Starting Meter 1. BIZHUB C2501 COPIER/PRINTER 2. 3. 4. 5. M Monthly ❑/yQuuartrteyrllyy Payment' $ 155.31 Number of Pages Included UNLIMITED Excess Page Charge'$ 0.00000 'plus applicable taxes �.O :- '- Asset Location: Make/ModellAccessories Asset Invoice Information Serial# Starting Meter 1. 2. 3. 4. 5. 0 Monthly( �ry0 QQ�u{�arterrl�ly,,Payment' $ Number of Pages Included Excess Page Charge'$ plus applicable taxes Asset Location: Make/Model/Accessories Asset Invoice Information Serial# Starting Meter 1. 2. 3. 4. 0 Monthly 0 Quarterly Payment' $ Number of Pages Included Excess Page Charge'$ plus applicable taxes ]►`V Vlril�' Asset Location: Make/Model/Accessories Asset Invoice Information Serial# Starting Meter 1. 2. 3. 4. 0 Month/ 0 Quarter/ Pa enf $ Number of Pages Included Excess Pa a Char e•$ • us applicable taxes DotccuSigned by: Konica Minolta Premier Finance ILt, /1, _1L„� Area vice Presi deAJ3/2020 LESSOR AUTHORIZED SIGNER ��t aUl w TITLE DATED 000 CITY OF ELGIN April 8,2020 FULL LEGAL NAME OF CUSTOMER(as referenced above) AUTHORIZED SIGNER DATED '36-6005862 Richard G. Kozal ity Manager FEDERAL TAX I.D.# PRINT NAME TITLE KMPF0014—US 10/01/16 DocuSign Envelope ID:E1B5C7A2-95A7-4FE3-9FC9-FF4E67406F2E KONICA MINOLTA NON-APPROPRIATION ADDENDUM ADDENDUM TO Agreement No. between Konica Minolta Premier Finance, (Lessor) And City of Elgin (Customer) (Full Legal Name of Customer) Dated: 04/08/2020 FOR STATE AND LOCAL GOVERNMENT ENTITIES 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 com a 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 periodic payments as set out in the Agreement; (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: Signer warrants that he/she is fully conversant with the governing relevant legal and regulatory provisions and has full powe r and authorization to bind you. Signer 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 wish to cancel 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 upon receipt of the Equipment delivered to a location designated by Lessor,at your expense, Lessor's 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 and any Supplements or Schedules to the Master Agreement, this 8th day of April 4/3/2020 Konica Minolta Premier Finance �Ll�f, �(q jb� Area Vice President. DATED LESSOR SIGNATURETrrLE C610896720CA457... April 8, 2020 City of Elgin City Manager WATED) FULL LEGAL NAME OF CUSTOMER (S GNATURE� Q TLE) 36-6005862 Richard G. Kozal FEDERAL TAX I.D.# MRINT-NAME) KMPF0017-03/13/2014 DocuSign Envelope ID:E1B5C7A2-95A7-4FE3-9FC9-FF4E67406F2E IL ADDENDUM TO LEASE AGREEMENT FOR TAX EXEMPT ENTITIES This Addendum To Premier Lease Agreement forms and is made a part of that certain Premier Lease Agreement between Konica Minolta Premier Finance ("KMPF") and City of Elgin ("Customer") signed by Customer on April 8, 2020 ("Agreement'). Capitalized terms used herein but not defined herein will have the same meaning given to them in the Agreement. Customer represents and warrants to KMPF that both Customer and Equipment reside in the State of Illinois and that the Customer is recognized as a tax exempt entity by the State of Illinois. THE FOLLOWING LANGUAGE IS ADDED TO THE TERMS AND CONDITIONS OF THE AGREEMENT: "Notwithstanding anything to the contrary contained in this Agreement, at the end of the scheduled term, provided you have fulfilled all of your obligations under this Agreement and are not in default, you agree to purchase the Equipment for 9%of our original cost of the Equipment, but at your option, however, you may at the end of the term, instead of purchasing the Equipment elect, upon not less than 30 days advanced written notice to us, to either: (1) Trade up the Equipment(to keep) into a new lease with us; or (2) Extend the lease term for 6 more months at the same monthly lease payment with a $1.00 purchase option at its end. We do not warrant the foregoing as qualifying this Lease for tax exemption and you will be responsible for all taxes, if any, assessed against us." All other terms and conditions of the Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Addendum to Premier Lease Agreement on Agri) 8, 2020. Konica Minolta Premier Finance Cit of E DOCUSigned by: By: 4 By: �a I ess� 4a�.. Title: manager Title: Richard G. Kozal, City Manager Date Signed: 4/3/2020 Date Signed: April 8, 2020 Created on 02/21/2020 3:06:00 PM DocuSign Envelope ID:E1B5C7A2-95A7-4FE3-9FC9-FF4E67406F2E Addendum No. 1 Addendum No. 1 to the Premier Advantage Agreement and the Non Appropriation Addendum between Konica Minolta Premier Finance. ("Lessor") and the City of Elgin ("Customer') dated April8th, 2020. The Konica Minolta Premier Advantage Agreement (the "Agreement") is hereby amended as follows: CONTINUING GUARANTEE: Delete-This section is deleted in its entirety. 9. INDEMNITY: Replace-The third (3`d) sentence in this section in its entirety with: We may, at our option, join in the defense. In no event can you enter into or make any settlements or admissions without our prior written consent. 10.TAXES AND FEES: Delete-This section is deleted in its entirety. 12. DEFAULTS AND REMEDIES: Replace-The second (2"d) sentence in its entirety with: "If any part of a payment is more than ten (10) days late, you agree to pay a late charge based on an annual rate of percent (6%) of the payment pursuant to terms of the IL Prompt Payment Act." 14.CONSENT TO LAW,JURISDICTION AND VENUE: Replace-This section in its entirety with: "This agreement is subject to and;governed by the laws of the State of Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in connection with this agreement shall be the Circuit Court of Kane County, Illinois. Konica hereby irrevocably consents to the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement or the subject matter hereof. Both parties hereto waive any rights to a jury." NON APPROPRIATION ADDENDUM: Delete-Subsection (C)(2) in its entirety. DocuSign Envelope ID:E1B5C7A2-95A7-4FE3-9FC9-FF4E67406F2E All other terms and conditions of the Agreement shall remain unchanged and in full force and effect. All handwritten changes and deletions on the Agreement are null and void and of no force or effect. The changes contained in this Addendum shall apply to only the Agreement to which it is incorporated and is not a precedent for future lease transactions. (Customer) (Lessor) CITY_O N KONICA MINOLTA PREMIER FINANCDocuSigned by:l E oe 0o; NU, Affibv, C61n69672nCA461 Authorized Signa ure Authorized Signature Mike Mattson Richard G. Kozal Printed Name Printed Name City Manager April 8' 2020 Area vice Presi den�/2/2020 Title Date Title Date April 8 Agenda Bid Item: #7 — Sourcewell Cooperative Purchase — Digital Copiers. ($144,655 for three years) • Signature needed by City Manager. • Return 1 executed copy of the agreement back to Daina DeNye.