HomeMy WebLinkAbout21-0310 Konica Minolta March 10,. 2021 Agenda
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DocuSign Envelope ID:46D103AC-2F39-4A74-B057-10E1B9715F68 Order Package: S00591949
KONIC/1.1� INOLTA 02/24/2, of PM
Page 016 of 016
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 S00591949 time stamped 02/24/21 05:46'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. Kozal Name: Craig Schaller
(Please (Please Print)
Docu5igned by:
Signature: Signature: 5-V.1 '
FFAIF4ACCFFD486...
Title: City Manager Date:3/1/2021
Date: March 14, 2021 KMBS Manager
Name:Mike Mattson
(Please Print)
DocuSignod by:
Signature:�106108kt, a 451...
CB 1089B72(ICA451...
Date:3/1/2021
KONICA MINOLTA BUSINESS SOLUTIONS U.S.A.,INC.
100 Williams Drive,Ramsey,NJ 07446 (201)825-4000.www.kmbs.konicaminolta.us Form 3022MA-090115-OS
DocuSign Envelope ID:46D103AC-2F39-4A74-B057-10E1139715F68
t
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 February 25, 2021 ("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
February 25, 2021.
Konica Minolta Premier Finance Cit "of
By: �Diu,.ned by;
l tit, aSbin. By.
C610898720CA451"..
Area vice President Richard G. Kozal CitOManage
Title: Title:
Date Signed:3/1/2021" Date Signed: March 14,2021
Created on 02/24/2021 1.1:58:00 AM
DocuSign Envelope ID:46D103AC-2F39-4A74-B057-10E1B9715F68
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: March 14,2021
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
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: 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 . day of
LES.�ORACCEPMNCE 6y:
3/1/2021 Konica Minolta Premier FinanceIL GIA. Area Vice President
DATED LESSOR SIGNATURE TITLE
::EIC610896720CA451
CUIS.WMER
March 14,2021 CITY OF ELGIN rtManager0-0
,DATED FULL LEGAL NAME OP CUSTOMERETITLE
36-6005862 Richard G.Kozel
FEDERAL TAX I.D.# PRINT NAME
KMPF0017-03/13/2014
DocuSign Envelope ID:46D103AC-2F39-4A74-B057-10E1B9715F68 S00591949
AM For office use only(Check one): ❑Branch ®Windsor 02/24/21 05:46 PM
APPLICATION NUMBER AGREEMENT NUMBER
Premier Advantage Agreement 1754331
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 GROUP 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
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.
• I
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
hftp://kmbs.konicaminolta.us/CustomerOne CUSTOMER ONE GUARANTEE
SEE ATTACHED GROUP POOL BILLING H D F
J
❑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 $ 1,998.18 $
Payment includes UNLIMITED B&W pages per month Overages billed MONTHLY at$ 0.0000 per B&W page
Payment includes UNLIMITED Color pages per month Overages billed MONTHLY at$0.0000 per Color page
®See attached Pool 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.
s'
DocuSiggn(eAd byy:,, .
Konica Minolta Premier Finance. d�hi t, rv�A11)6V1. Area Vice Presi deAA 1/2021
LESSOR AUTHORIZEDSIGNER __ ---6720CA451... TITLE DATED
CUSTOMER.A03EPfANdt
0e,
CITY OF ELGIN � March 14,2021
FULL LEGAL NAME OF CUSTOMER(as referenced above) AUT ORI ED SIGNOR DATED
36-6005862 Richard G.Kozal City Manager
FEDERAL TAX I.D.# PRINT NAME TITLE
•
As additional inducement for us,Konica Minolta Premier Finance to enter into the Agreement,the undersigned("you")unconditionally,jointly and severally,personally 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. If the 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. If 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.
X
PRINT NAME OF GUARANTOR SIGNATURE (NO TITLES) DATED
To help the Government 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 will allow us to identify you;we may also ask to see identifying documents.
See reverse side for additional terns and conditions
KMPF0005—US 07/22/20
DocuSign Envelope ID:46D103AC-2F39-4A74-B057-10E1B9715F68 S00591949
02/24/21 05:46 PM
Premier Advantage. APPLICATION NO. AGREEMENT NO.
Grouped Pool BillingSchedule 1754331
KONICA MINOLTA
This Grouped 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.
' ONERATE4-1
Asset Location: CITY OF ELGIN,3270 LONGCOMMON PARKWAY,ELGIN,IL,60123
Make/Model/Accessories Asset Invoice Information Serial# Starting Meter
1. BIZHUB 2874GB MEMORY COPIER/PRINTER
2.
3.
4.
5.
Number of PagesIncluded UNLIMITED Excess Page Charge'$ 0.00000
ONERATE4-2
Asset Location: CITY OF ELGIN,74 AIRLITE,ELGIN,IL,60120
Make/Model/Accessories Asset Invoice Information Serial# Starting Meter
1. BIZHUB 287 4GB MEMORY COPIER/PRINTER
2.
3.
4.
5.
Number of Pages Included UNLIMITED Excess Page Charge'$ 0.00000
• • ' ONERATE4-3
Asset Location: CITY OF ELGIN,875 SPORTSWAY,ELGIN,IL,60123
Make/Model/Accessories Asset Invoice Information Serial# Starting Meter
1. BIZHUB 3601+DF-714
2.
3.
4.
Number of Pages Included UNLIMITED Excess Page Charge"$ 0.00000
• ' ONERATE4-4
Asset Location: CITY OF ELGIN,1900 HOLMES RD,ELGIN,IL,60123
Make/Model/Accessories Asset Invoice Information Serial# Starting Meter
1. BIZHUB 4501
2.
3.
4.
Number of Pages Included UNLIMITED Excess Page Charge*$ 0.00000
LESSOR
DocuSigned by:
Konica Minolta Premier Finance kilkt, Shcti Area vice Presi deA� 1/2021
LESSOR AUTHORIZED SIGNE cuiu896720CA451... TITLE DATED
•
CITY OF ELGIN
C March 14,2021
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
1
KMPF0015—US 10/01/16
DocuSign Envelope ID:46D103AC-2F39-4A74-B057-10E1B9715F68 S00591949
Aft02/24/21 05:46 PM
F=� Premier Advantage APPLICATION NO. AGREEMENT NO.
1 Grouped Pool Billing Schedule 1754331
KONICA MINOLTA
This Grouped 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.
IM0101MILI& ONERATE4-5
Asset Location: CITY OF ELGIN,151 DOUGLAS,ELGIN,IL,60123
Make/Model/Accessories Asset Invoice Information Serial# Starting Meter
1. BIZHUB 5501
2.
3.
4.
5.
Number of Pages Included UNLIMITED Excess Page Charge-$ 0.00000
z�ONERATE4-6
Asset Location: CITY OF ELGIN,375 W RIVER RD,ELGIN,IL,60120
Make/Model/Accessories Asset Invoice Information Serial# Starting Meter
1. BIZHUB C2501 WITH DF-714
2.
3.
4.
5.
Number of Pages Included UNLIMITED Excess Page Charge'$ 0.00000
' ONERATE4-7
Asset Location: CITY OF ELGIN,150 DEXTER CT,ELGIN,IL,60120
Make/Model/Accessories Asset Invoice Information Serial# Starting Meter
1. BIZHUB C6501
2.
3.
4.
Number of Pages Included UNLIMITED Excess Page Charge*$ 0.00000
'11 �
Asset Location:
Make/Model/Accessories Asset Invoice Information Serial# Starting Meter
1.
2.
3.
4.
Number of Pages Included Excess Page Charge*$
i-ESSOP
DocuSigned by:
Konica Minolta Premier Finance Ct ' Lbw Area Vi ce Presi delkl/2021
LESSOR AUTHIZ ORED SIGNER C610696720CA451... TITLE DATED
CITY OF ELGIN � �. � March 14,2021
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
KMPF0015—US 10/01/16
DocuSign Envelope ID:B587EA5A-2C63-45D7-A719-5F1CB3D18C8B
Addendum No. 1
Addendum No. 1 to the Premier Advantage Agreement(Application Number#1754331),the Non
Appropriation Addendum, and the IL Addendum to Lease Agreement for Tax Exempt Entities
between Konica Minolta Premier Finance, ("Lessor") and the City of Elgin ("Customer") dated
February 25th, 2021. The Konica Minolta Premier Advantage Agreement,the Non Appropriation
Addendum, and the IL Addendum to Lease Agreement for Tax Exempt Entities (collectively,the
"Agreement") is hereby amended as follows:
LEASE AGREEMENT
CONTINUING GUARANTEE:
Delete-This section is deleted in its entirety.
2. RENT
Delete- The second (2nd) sentence of this Section.
8. COLLATERAL PROTECTION AND INSURANCE:
Delete-The second.through fifth (2nd-5th) sentences of this Section.
9. INDEMNITY:
Replace- The third(3rd) sentence in this section in its entirety with:
"We may, at our point,join in the defense. In no event can you enter into or make any settlement
or admissions without our prior written consent."
10. TAXES AND FEES:
Delete-This section is deleted in its entirety.
12. DEFAULTS AND REMEDIES:
Replace-This section in its entirety with:
"Konica Minolta hereby waives any and all claims to interest on money claimed to be due pursuant
to this Agreement, and any and all such rights to interest to which it may otherwise be entitled
pursuant to law, including, but not limited to, the Local Government Prompt Payment Act, as
amended (50 ILCS 50511, et seq.), or the Illinois Interest Act, as amended (815 ILCS 205/1, et
seq.)."
DocuSign Envelope ID:l3587EA5A-2C63-45D7-A719-5F1CB3D18C813
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 solutions 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.
All other teens 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 lease transactions.
IL ADDENDUM TO LEASE AGREEMENT FOR TAX EXEMPT ENTITIES:
Delete-The following sentence:
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."
(Customer) (Lessor)
CIT IN KONICA MINOLTA PREMIER FINANCE
AADol!cuSiyned by:
Aut oriXzedS i gnatur Authori2__. cs,�9ai2o4A45,...
Richard G.Kozal Mike Mattson
Printed Name Printed Name
City Manager March 14, 2021 Area vice Preside /2o21
Title Date Title Date
F:\Legal Dept\Agreement\Konica Minolta Lease Agreement-Addendum-Clean-3-01-21.docx