R-1599 - 11/22/2016 - AGREEMENTS - Resolutions Exhibits RESOLUTION 2016-IT-PG-EQ-R-1599
A RESOLUTION APPROVING AND AUTHORIZING
A LEASE AGREEMENT AND MAINTENANCE AGREEMENT
BY AND BETWEEN THE VILLAGE OF OAK BROOK AND
KONICA MINOLTA BUSINESS SOLUTIONS U.S.A., INC.
FOR REPLACEMENT OF MULTI FUNCTION PRINT COPY DEVICES
WHEREAS, the Village of Oak Brook("Village")utilizes eleven print copy devices ("Devices") in
its government buildings; and
WHEREAS, these Devices are varying models and ages which decrease office efficiencies; and
WHEREAS, several of the Devices are at least five years old, with one of them being nine years
old and has reached the end of its useful life; and
WHEREAS, Village staff posted a Request for Proposal ("RFP") on May 16, 2016 for the
purchase of replacement Devices; and
WHEREAS, the Village received twelve sealed proposals from nine vendors offering Devices;
and
WHEREAS, after an exhaustive review of the twelve proposals by a ten member evaluation team,
three vendors were selected for comparison; and
WHEREAS, of the three finalists, Konica Minolta Business Solutions U.S.A., Inc. ("Konica")was
recommended because its proposal scored higher in experience, technical categories, software solution
and overall cost, and thus was determined to be the best overall value to the Village; and
WHEREAS, the Village President and Board of Trustees, being fully advised in the premises,
have determined that it is in the best interests of the Village and its residents to authorize a 48-month
lease agreement and a 48-month maintenance agreement with Konica in an estimated amount of
$105,741.00 for the Devices; and to further authorize the one-time purchase cost of print management
software ("Software") in the amount of$12,610.00; and
NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows:
Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part of,
this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook.
Section 2: Authorization of Lease and Maintenance Agreements for the Devices. The
President and Board of Trustees hereby approve Lease and Maintenance Agreements with Konica for
replacement Devices for a term of 48 months in an estimated amount of$105,741.00.
Section 3: Authorization of Purchase of Software. The President and Board of Trustees
hereby approve the one-time purchase of Software from Konica in the amount of$12,610.00.
Section 4: Approval of Agreements. The President and Board of Trustees hereby approve
the Lease Agreement and the Maintenance Agreement with Konica in substantially the same form, as
attached hereto as Exhibit A ("Lease'l and Exhibit B ("Maintenance"), and the purchase agreement
Resolution 2016-IT-PG-EQ-R-1599
Approving the Purchase of
Replacement Multi Function Print Copy Devices
Page 2 of 5
for Software, as attached hereto as Exhibit C, ("Software") and in final forms approved by the Village
Attorney.
Section 5: Execution of the Documents. The Village Manager and Village Clerk shall be,
and hereby are, authorized to execute the documents between the Village and Konica in the final form
approved by the Village Attorney.
Section 6: Effective Date. This Resolution shall be in full force and effect upon passage and
approval in the manner provided by law.
APPROVED THIS 22nd day of November, 2016
Gopal G. Lalma i
Village President
PASSED THIS 22nd day of November, 2016
Ayes: Trustees Adler, Baar, Manzo, Tiesenga, Yusuf
Nays: None
Absent: Trustee Moy
ATTEST:
5, Charlotte K. Pruss
} Village Clerk
`4�` r
Resolution 2016-IT-PG-EQ-R-1599
Approving the Purchase of
Replacement Multi Function Print Copy Devices
Page 3 of 5
EXHIBIT A
LEASE AGREEMENT
Resolution 2016-IT-PG-EQ-R-1599
Approving the Purchase of
Replacement Multi Function Print Copy Devices
Page 4 of 5
EXHIBIT B
MAINTENANCE AGREEMENT
Resolution 2016-IT-PG-EQ-R-1599
Approving the Purchase of
Replacement Multi Function Print Copy Devices
Page 5 of 5
EXHIBIT C
PURCHASE AGREEMENT-SOFTWARE
Order Package: S00324768
0 KONICA MINOLTA 11 Page 05:22 PM
Page 002 of 002 02
Order Package Acceptance Agreement
Customer Name/Address:
VILLAGE OF OAK BROOK
1200 OAK BROOK RD
OAK BROOK, IL 60523-2202
Customer's signature below constitutes Customer's acceptance of the preceding forms in this Order Package (as identified by
Order Package ID S00324768 time stamped 11/21/16 05:22 PM).
Customer's signature below also acknowledges Customer's consent to'KMBS Standard Sales Terms and Conditions-Schedule A
(Updated September 1,2015)',available in hardcopy upon request or online at http://kmbs.konicaminolta.us/SalesTerms-K75A
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
1
Name: Rccolaa Name: --� 1 ,r "C
(Pie s Print) (Please t)
Signature: - Signature: v�
Title: Date:
Date:_ —o _� KMBS Manager
Name: A`�4�
(Please Print)
Signature:
Date: ,(/°2-�( 1
KONICA MINOLTA BUSINESS SOLUTIONS U.S.A.,INC.
100 Williams Drive,Ramsey,NJ 07446 (201)825-4000 wwwAmbs.konicaminoltams Form 30225-090115-OS
Order Package:S00324768
0 KONICA MINOLTA 11 Page 05:22 PM
Page 001 of 002
Order Agreement
Check Applicable Box Purchase ❑ Lease ❑ Other:
• • Account# •� Account#SO 0000812901 - • Account#
al Name VILLAGE OF OAK BROOK Legal Name VILLAGE OF OAK BROOK Legal Name VILLAGE OF OAK BROOK
ttn Line 1 Attn Line 1 Attn Line 1
tin Line 2 Attn Line 2 Attn Line 2
treat Address 1200 OAK BROOK ROAD IStreet Address 1200 OAK BROOK RD IStreet Address 1200 OAK BROOK RD
ity OAK BROOK State IL Zip 60523 lCity OAK BROOK State IL Zip 220023 City OAK BROOK State IL Zip 22023
3x Exempt ❑ No (g Yes (Copy Required) Tax Exempt#
.O.Required ❑ No CK Yes (Copy Required) P.O.# P.O.Expiration Date
ayment Terms: — v ❑ Yes,I want to pay by Credit Card. Please provide contact name/phone below. x Amount
VET 30 DAYS m ❑ Pay in Full(including applicable tax) ❑ Partial Payment,Amount$ t
Contact Name: Phone: Check#
Requested Delivery Date: SEE ATTACHED Maintenance Contract ❑ Accepted Dedined
QTY MATERIAL MATERI,�t- DESCRIPTION SER1,41" NUMB-P--\ PRICE EACH EXTENDED
1 11PCMFC-250 PAPERCUTMF 250 COMMERCIAL USER $ 1,197.10 $ 1,197.10
11 11 PC-KMEB EMBEDDED DEVICE LICENSES NEW $ 280.00 $ 3,080.00
5053 PROSERVICES-4 1 YEAR REMOTE PREMIUM SUPPORT P $ 0.30 $ 1,515.90
PCREMOTE-EMB REMOTE INSTALLATION,CONFIGURATI $ 122.00 $ 1,342.00
1 R REMOTE INSTALLATION,CONFIGURATI $ 272.00 $ 272.00
3 07AS001AlMo AUTOSTORE DEVICE LICENSE NEW $ 1,092.00 $ 3,276.00
3 07AS001M1M4 AUTOSTORE DEVICE LICENSE MAINTE $ 219.00 $ 657.00
1 7640015255 KONICA MINOLTA PROFESSIONAL SER $ 1,270.00 $ 1,270.00
N/A
N/A
N/A
N/A
N/A
N/A
Additional Charges
TOTAL 12 610.00
❑ Network ❑ Removal 11 Other (TOTAL is exclusive of applicab taxes) j
Requested Removal Date: 11/30/2016 /
KONICA MINOLTA BUSINESS SOLUTIONS U.S.A.,INC. Form:3000-090115-
100 Williams Drive,Ramsey,NJ 07446 (201)825-4000 www.kmbs.konicaminolia.us
S00324768
KONICA MINOLTA 11/21/16 Order f 3
Order 1 of 3
Order Agreement
Check Applicable Box Purchase ❑ Lease ❑ Other:
• • Account# �• Account#SO 0000812901 • Account#
al Name VILLAGE OF OAK BROOK Legal Name VILLAGE OF OAK BROOK Legal Name VILLAGE OF OAK BROOK
Itn Line 1 Attn Line 1 Attn Line 1
Itn Line 2 Attn Line 2 Attn Line 2
treat Address 1200 OAK BROOK ROAD IStreet Address 1200 OAK BROOK RD IStreet Address 1200 OAK BROOK RD
i OAK BROOK State IL Zip 60523 Cit OAK BROOK State IL Zi 2202 City OAK BROOK State IL Zip 222202
ax Exempt ❑ No D( Yes (Copy Required) Tax Exempt#
.O.Required ❑ No CK Yes (Copy Required) P.O.# P.O.Expiration Date
ayment Terms: & ❑ Yes, I want to pay by Credit Card. Please provide contact name/phone below. Y Amount
T
VET 30 DAYS 2 cco ❑ Pay in Full(including applicable tax) ❑ Partial Payment,Amount$ r
Contact Name: Phone: I Check#
Requested Delivery Date: SEE ATTACHED Maintenance Contract ❑ Aocepted Declined
EXTENDED OTY MATERIAL i: MATERIAL DESCRIPTION SERIAL NJ%1BFR PRICE EACH
1 11PCMFC-250 I PAPERCUTMF 250 COMMERCIAL USER $ 1,197.10 $ 1,197.10
11 11 PC-KMEB EMBEDDED DEVICE LICENSES NEW $ 280.00 $ 3,080.00
5053 PROSERVICES-4 1 YEAR REMOTE PREMIUM SUPPORT P $ 0.30 $ 1,515.90
11 PCREMOTE-EMB REMOTE INSTALLATION,CONFIGURATI $ 122.00 $ 1,342.00
1 R REMOTE INSTALLATION,CONFIGURATI $ 272.00 $ 272.00
DESCRIPTION OTY MATERIAL,; SUPPLY-MATERIAL
N/A
N/A
N/A
N/A
N/A
N/A
Additional Charges
TOTAL $ 7,407.00
❑ Network ❑ Removal ❑ Other (TOTAL is exclusive of applicable taxes)
Requested Removal Date: 11/30/2016
KONICA MINOLTA BUSINESS SOLUTIONS U.S.A.,INC.
100 Williams Drive,Ramsey,NJ 07446 (201)825-4000 www.kmbs.konicaminolta.us Form:3000-090115-
S00324768
10 KONICA MINOLTA 11/21/16 der 2 f 3
Order 2 of 3
Order Agreement
Check Applicable Box Purchase ❑ Lease ❑ Other:
Iftelle]:WM Account# �• Account#SO 0000812901 0 • Account#
al Name VILLAGE OF OAK BROOK Legal Name VILLAGE OF OAK BROOK Legal Name VILLAGE OF OAK BROOK
ttn Line 1 Attn Line 1 Attn Line 1
tin Line 2 Attn Line 2 Attn Line 2
treat Address 1200 OAK BROOK ROAD IStreet Address 1200 OAK BROOK RD IStreet Address 1200 OAK BROOK RD
i OAK BROOK State IL Zip 60523 Cit OAK BROOK State IL Zip 2202 Cit OAK BROOK State IL Zip 222202
3x Exempt ❑ No Ig Yes (Copy Required) Tax Exempt#
.O.Required ❑ No X Yes (Copy Required) P.O.# P.O.Expiration Date
ayment Terms: — .2 1[] Yes,I want to pay by Credit Card. Please provide contact name/phone below. x Amount
VET 30 DAYS E tm) ❑ Pay in Full(including applicable tax) ❑ Partial Payment,Amount$ r
Contact Name: Phone: Check#
Requested Delivery Date: SEE ATTACHED Maintenance Contract ❑ Accepted Dedined
DESCRIPTION
= 07AS001AlMo AUTOSTORE DEVICE LICENSE NEW $ 1,092.00 $ 3,276.00
3 07AS001M1M4 AUTOSTORE DEVICE LICENSE MAINTE $ 219.00 $ 657.00
DESCRIPTIO DED
N/A
N/A
NIA
NIA
NIA
N/A
Additional Charges
TOTAL $ 3,933.00
❑ Network ❑ Removal ❑ Other (TOTAL is exclusive of applicable taxes)
Requested Removal Date: 11/30/2016
KONICA MINOLTA BUSINESS SOLUTIONS U.S.A.,INC. Form:3000-090115-
100 Williams Drive,Ramsey,NJ 07446 (201)825.4000 www.kmbs.konicaminolta.us Form:
S00324768
0 KONICA MINOLTA 11/21/16 05:22 PM
Order 3 of 3
Order Agreement
Check Aoulicable Box 9 Purchase ❑ Lease ❑ Other:
LT101141:RM Account# �• Account#SO 0000812901 • Account#
al Name VILLAGE OF OAK BROOK Legal Name VILLAGE OF OAK BROOK Legal Name VILLAGE OF OAK BROOK
ttn Line 1 Attn Line 1 Attn Line 1
tin Line 2 Attn Line 2 Attn Line 2
treet Address 1200 OAK BROOK ROAD IStreet Address 1200 OAK BROOK RD IStreet Address 1200 OAK BROOK RD
60523- 60523-
ity OAK BROOK State IL Zip 60523 lCity OAK BROOK State IL Zip 2202 City OAK BROOK State IL Zip 2202
3x Exempt ❑ No X Yes (Copy Required) Tax Exempt#
.O.Required ❑ No X Yes (Copy Required) P.O.# P.O.Expiration Date
ayment Terms: v 72 ❑ Yes,I want to pay by Credit Card. Please provide contact name/phone below. Amount
VET 30 DAYS m ❑ Pay in Full(including applicable tax) ❑ Partial Payment,Amount$ t
Contact Name: Phone: Check#
Requested Delivery Date: SEE ATTACHED Maintenance Contract ❑ Accepted ]4 Dedined
EXTENDED QTY [,14TERIZL MATERIAL DESCRIPTION SEI-11�,L. NUc,.1RFR PRICE EACH
1 7640015255 KONICA MINOLTA PROFESSIONAL SER $ 1,270.00 $ 1,270.00
LQTY IJL�TERI-�L-, S-:�:)PLY-VATERIAL DESCRIPTION PRICE EACH EXTENDED
N/A
N/A
N/A
N/A
NIA
NIA
Additional Charges
TOTAL $ 1,270.00
❑ Network ❑ Removal ❑ Other (TOTAL is exclusive of applicable taxes)
Requested Removal Date: 11/30/2016
COMMENTS
KONICA MINOLTA BUSINESS SOLUTIONS U.S.A.,INC. Form:3000-090115-
100 Williams Drive,Ramsey,NJ 07446 (201)825-4000 www.kmbs.konicaminoHa.us
For KMBS Internal use
only non-standard
rconicn�ninoLrn KMBS Standard Maintenance Terms and Conditions-Schedule A terms marked by an
(Updated September 1,2015) asterisk
The following terms and conditions apply to the provision of services using default configuration settings at the location specified by
by Konica Minolta Business Solutions U.S.A., Inc. (KMBS) to the Customer. Application of custom settings can be requested prior to
Village of Oak Brook(Customer)during the term of this Agreement. installation. KMBS reserves the right to assess additional charges
depending upon the extent of custom setup requirements.
Equipment Services
100. Service Coverage Hours: Standard services under this 110. Service Replacement: KMBS reserves the right to replace a
Agreement are provided during normal business hours 8am-5pm, device, at no additional cost to Customer, with a comparable unit
Monday through Friday,exclusive of core National holidays observed when repair of the original device is not practical or economically
by KMBS. feasible.
101. Extended Coverage Services: Extended coverage services 111. Color Calibration and Management: Routine and periodic
outside of standard coverage hours may be available on a per-event color calibration and management of production color print profiles
charge or fixed monthly premium. is not covered by this Agreement.
102. Equipment Services: Equipment services provided under 112. Additional Customer Requested Services: Customer may
this Agreement include labor and parts required to maintain covered request services be performed that are outside the scope of this
Equipment in a normal operating condition as set forth in the Agreement. Such services will be quoted and performed at agreed
equipment specifications detailed on http://kmbs.konicaminolta.us. rates.
103. Equipment Exchange: Equipment exchange will be used for Supplies and Consumables
Equipment where on-site support is not available. KMBS will employ 200. Consumable Supplies: If a supplies inclusive option is
a 'hot swap' process and will provide packaging for return of the selected, KMBS will provide toner for covered Equipment on an as
original unit. Customer is responsible to facilitate the reconnection needed basis. Consumable supplies do not include staples (unless
and return process. selected) or paper. Wide format equipment may have other
coverage options and/or exclusions. The consumable supplies
104. Preventative Maintenance: Preventive maintenance shall provided are the property of KMBS until they are consumed and are
be performed as needed to ensure optimal operation of Equipment. intended to be used exclusively in the covered Equipment.Customer
This includes component replacement, adjustments and cleaning. bears the risk of loss of unused supplies in the event of theft,
End-user maintenance as defined in the Equipment's user guide is employee misconduct,fire or other mishap.
not covered.
201. Expected Yield: Pricing under this Agreement is based on
105. Disclaimer: Repairs and/or services that fall outside the published and commercially reasonable expectations of supply and
scope of this Agreement may be billed at prevailing hourly rates with consumables consumption. At its discretion, KMBS may perform an
prior authorization.This includes but is not limited to abuse/misuse, audit of supply/consumables consumption and Equipment usage
alteration or modification, 3rd party interference, use of non- data to determine consumption levels. In the event the actual
standard supplies, usage beyond recommended operating consumption levels exceed the levels used to determine contract
parameters, theft, neglect, fire, water, casualty or other natural pricing by more than 20%, KMBS shall have the right to invoice for
force. Failure to authorize repair and/or services may result in the excess consumption.
suspension or termination of this Agreement.
202. Supply Source: Genuine Konica Minolta supplies will be
106. Site Environment: Customer shall be responsible to ensure used under this Agreement for Konica Minolta Equipment. For non-
that Equipment is placed in a location that meets manufacturer's Konica Minolta products KMBS will provide fully compatible toner
requirements (available on the KMBS website) including space, and print cartridges for use in covered Equipment.
power, network, temperature and humidity. Electrical power must
meet voltage, amperage and electrical noise level requirements. 203. Supply shipping and handling: KMBS may charge a supply
KMBS personnel will be granted reasonable and safe access to shipping and handling fee on each periodic invoice regardless of
perform services when required. whether supplies are shipped in any particular period.This is done to
107. Prerequisite to service: For Equipment not previously
average out the total estimated supply shipping and handling fees
over the duration of this contract. The current calculation for such
under a continuous maintenance agreement, KMBS may need to fees can be found at http•//kmbs.konicaminolta.us/fags. KMBS.
confirm the Equipment is in good working condition before the start reserves the right to charge for expedited supply orders (i.e.
of this Agreement. Remedial service may be required to bring the overnight delivery)where requested by Customer.
Equipment to proper operating standards and the labor and parts
associated will be billed at prevailing rates.A quote will be provided 204. Auto Supply Delivery: If services are provided as part of a
for Customer approval before work begins. managed services agreement, KMBS requires a designated Customer
contact(s) to confirm supply shipments via email and maintain
108. Relocation and Move Preparation: When requested, delivery address information via MyKMBS.com or other agreed
relocation services will be performed and billed at prevailing rates. methodology.
Coverage at the new location is subject to service availability and
acceptance by KMBS. Software and Solutions
109. Initial Installation: Physical installation, removal of packing 300. Licenses: KMBS hereby grants the Customer the non-
material and initial setup of Equipment will be performed by KMBS exclusive, non-transferable right to install, and use the software,
Page 1 of 4 7000-090115-C
For KMBS Internal use
only non-standard
KMCA MINOLTA KMBS Standard Maintenance Terms and Conditions-Schedule A terms marked by an
(Updated September 1,2015) asterisk
updates, upgrades and patches included in this Agreement, provided 404. Current version:Customer is required to keep software and
the Agreement is in effect. OS at the latest recommended version levels. Failure to perform
recommended updates may result in suspension and/or termination
301. License Reactivation: Customer is responsible to safeguard of services under this Agreement.
software license keys. KMBS may charge a reactivation fee in the
event license keys need to be regenerated. 405. Solutions Helpdesk Support (Level 1): If this option is
selected, expert helpdesk support is available to the Customer to
302. Site Environment: Customer shall be responsible to insure assist with covered software solutions including, PageScope
that software is installed in an environment that meets Enterprise, Print Groove, Dispatcher Pro and select 3'd party
manufacturer's requirements including operation system level, disk solutions. Included are helpdesk services related to end-user
space,power,network,temperature and humidity. support, baseline workflows, features and administrative functions
303. Data Backups and restoration: Customer is responsible to involved in the operation of the software and workflows. Customer
manage server data backups. KMBS recommends adherence to participation is required for remote and/or on-site support.
industry best practices for backup procedures. In the event of a professional Services,Solutions and Network
catastrophic data loss, the Customer is expected to restore the
environment and data to prior state. 500. Initial Assessment:Customer agrees to provide or assist in
gathering network configuration details needed by KMBS to
304. Access:Customer shall provide KMBS personnel with access perform contracted services.
to the servers and/or Equipment where the software is installed.
Customer shall arrange and ensure that one of its employees or 501. Basic Network Services (BNS): BNS, where offered, covers
centric
common network integration in a MS Windows'""
designated agents are present at all times when KMBS is performing
maintenance and support services. environment with typical network schema and print/scanning
requirements. KMBS reserves the right to assess additional fees
305. Solutions warranty: KMBS makes no warranty regarding depending on the extent of the network integration requirements
the fitness of software that may or may not have been executed in needed.
conjunction with this Agreement for any particular use. If any 3'd
502. Technical Pilot: When required Customer agrees to
party software or services are included at the time of sale, those
warranties would be covered under the 3'd party end user license Participate in a technical pilot where software installation,
agreement or the master agreement between the 3'd party and configuration, use cases and integration requirements are
determined. Customer also agrees to participate in testing of the
KMBS. system(s).
306. Solution Integration:Solution integration with print output
devices covered under this or another agreement may be affected by 503. Solution Baseline: Solution baseline is defined as the
existing Customer software, configuration changes or other network operating level and configurations agreed to by Customer and KMBS
environment issues. KMBS reserves the right to assess additional upon completion of the technical pilot and testing.
charges to resolve complex integration issues, including situations 504. Enhancements: Enhancements and professional services
where the solution was initially provided by KMBS. beyond the baseline capabilities of the solution are available at an
307. Term: Coverage for both level 0 (Software maintenance) additional charge.
and level 1 (Helpdesk support) begin at time of installation of 505. Digital Connected Support: Unless this option has been
software at Customer's location. Level 1 support is only available declined, expert helpdesk support is available to the Customer to
when level 0 supports are in effect. assist with issues associated with device connectivity to network,
Software Maintenance(Level 0)and Helpdesk(Level 1) printing from desktop applications, graphics application, scanning
and support on many other digital machine functions. Configuration
400. Software Maintenance (level 0): If this option is selected, updates that are the result of changes to the Customer network
the Customer is entitled support as defined in the `Patches and environment are not included.
Updates'sections.
401. Patches and Updates: Customer is eligible to receive 506. Customer Data: KMBS shall not be liable for any claims,
periodic maintenance patches, hot-fixes and updates for licensed damages and cost relating to loss of data or disclosure of data due to
software covered under maintenance. Excluded are full version acts or omissions of Customer or its employees, end-user errors or
release of administrator password.
upgrades (i.e. v1.2 to v2.0) and the installation services required to
install patches,hot-fixes and updates. 507. Hard Drive Security: If `bizhub SECURE' or a comparable
402. Access to patches and updates: Customer will be provided option has been ordered, KMBS will provide advanced security
access to a website operated by KMBS or 3rd party supplier where services. These services include real-time, hard-drive encryption
(level 2 encryption — comparable to Department of Defense
patches and updates are accessible for download. standards and US Air Force standards) and document data security
403. Start of service: Start of service rules may vary by OEM, through disk over-write as well as user mailbox data deletion, HDD
software activation is expected within 30 days of purchase or install encryption, HDD lock and administrative password (according to
whichever comes first. Customer policy).
Page 2 of 4 7000-090115-C
For KMBS Internal use
KONICA MW40LTn only non-standard
KMBS Standard Maintenance Terms and Conditions-Schedule A terms marked by an
(Updated September 1,2015) asterisk
508. Professional Services Projects: When requested by the occur at the annual anniversary of the initial establishment of the
Customer, KMBS can provide professional services associated with usage pool.
the enhancement of the Customer's printing, network connectivity, 703. Auto Add of Equipment: Where the use of 'Fleet Device
end of life hard drive disposal, fleet management, user experience, ,
Monitoring as part of a managed print program has been agreed to,
production management, job tracking and document environment.
Such projects will be quoted and upon approval, performed and it will be used to detect new devices and add such devices to this
billed at prevailing hourly or per-instance rates. Agreement at pre-established price levels. The added device(s) will
be covered under the terms of this Agreement.The Customer will be
509. Basic Production Services (BPS): Complex products are notified via email and may reject the addition of the device(s) by
offered with comprehensive end-user training (BPS). The training is contacting KMBS.
crucial to proper equipment operation and to ensure the Customer Payment and Termination
achieves satisfactory output. Service related to operator deficiency
will be performed and billed at prevailing rates. Additional end user 800. Terms of Payments: Payments are due 30 days from the
training when requested can be provided and will be billed at invoice date. Customer shall be responsible to pay all applicable
prevailing rates. sales, use, personal property or other taxes when due. NO CASH
PAYMENTS ACCEPTED. Accepted manners of payment are by major
Meter and related credit card,check made payable to KMBS,or ACH transfer.
600. Meter Readings: Customer agrees to provide KMBS with a 801. Remedies and Collection: Accounts that are past due are
timely meter reading prior to the end of the billing period to be used subject to a suspension of services and may be subject to a monthly
to generate maintenance invoices. Should the Customer fail to late fee based on 1.5% of the total amount due and reasonable
provide KMBS with timely meter reads KMBS reserves the right to recovery of costs associated with collections.
estimate meter readings. Repetitive failure of Customer to provide
timely and accurate meter readings may result in the conversion of 802. Default: Should Customer violate any aspect of this
associated Equipment to flat monthly fee billing. Agreement including payment obligations, or in the event Customer
601. Definition of a Print:Each 8.5"x11"image generated by the is insolvent and/or declares bankruptcy, KMBS may suspend or
covered Equipment is considered a 'print'. Larger paper sizes result terminate any or all portions of this Agreement and may enter the
in images that are a multiple of a single print based on length (17"=2 Customer's premises to recover property or equipment owned by
prints,27"=3 prints,36"=4 prints and over 36"=5 prints). For'wide KMBS.
format' equipment, one square foot of output equals one print. 803. Termination: During the term of this Agreement or any
Duplex images count as twice the rate of simplex prints. renewal thereof,the Customer or KMBS may provide the other party
602. Electronic Meter Collection: KMBS offers vCare and other 30-day written notice of cancellation or intention not to renew with
network based machine data collection methods for Customer or without cause. If the Customer terminates within the initial term,
convenience, billing accuracy and to enhance service effectiveness. the Customer will be subject to termination charges per paragraph
Unless specifically directed otherwise, KMBS will enable vCare or 804.
network monitoring on capable Equipment. Should Customer opt- 804. Early Termination: In the event Customer terminates this
out of utilizing vCARE, KMBS reserves the right to assess an Agreement during the initial term or KMBS terminates due to
incremental invoicing fee not to exceed twenty-five dollars($25) per material breach by the Customer, the Customer will be responsible
invoice to pay liquidated damages equal to 3 months billing based on the
603. Fleet Device Monitoring: If the Customer agrees to allow prior actual billing over the last 12 months.
KMBS to install and maintain server based software to monitor the General Legal
printing devices on the Customer network, and the monitoring 900. Business Purpose: Customer warrants and represents that
software cannot reliably operate in the Customer's environment for the Equipment under this Agreement will be used for business
any reason, KMBS reserves the right to suspend or terminate purposes and not for personal, household or family purposes or
services under this Agreement. other uses deemed illegal of infringing on the copyrights of others.
Renewal and Maintenance Customer also warrants Equipment will be used directly by the
700. Automatic renewal: At the end of the initial term of this Customer and will not be made available for resale without the
Agreement, coverage will be extended for an additional one year express written consent of KMBS.
term at then prevailing rates, unless either party has provided notice *901. Assignment: Neither party may assign this Agreement
pursuant to'Termination'clause below. without the other party's express written consent.
701. Customer Price Protection: At the end of the first year of 902. Notices: All notices required to be given under this
this Agreement and once each successive 12-month period during Agreement shall be in writing and shall be sent by U.S.first class mail
the initial term, KMBS may increase the maintenance base and usage to the parties as follows: To Customer at the address listed on the
charges. The annual increase in the maintenance and base usage front of this Agreement and to KMBS at Konica Minolta Business
charges will not exceed 10%. Solutions U.S.A., Inc.,500 Day Hill Rd.,Windsor,CT 06095 Attention:
702. Aggregate Meter Billing: Increases in the maintenance and Contracts Department.
base usage charges for contracts with aggregate meter billing will
Page 3 of 4 7000-090115-C
For KMBS Internal use
only non-standard
KONICAMW40LTA KMBS Standard Maintenance Terms and Conditions-Schedule A terms marked by an
(Updated September 1,2015) asterisk
903. WARRANTY: KMBS WARRANTS THAT THE SERVICES SHALL that this Agreement or any document created pursuant to this
BE PERFORMED IN ACCORDANCE WITH THE MANUFACTURER'S Agreement, may be maintained in an electronic document storage
RECOMMENDATIONS AND SPECIFICATIONS FOR THE EQUIPMENT. and retrieval system,a copy of which shall be considered an original.
KMBS MAKES NO OTHER WARRANTIES WHATSOEVER EXPRESS OR KMBS may accept orders electronically from Customer pursuant to
IMPLIED WITH REGARD TO THE SERVICE,THE SOFTWARE INCLUDED this Agreement. In any legal proceeding relating to this Agreement,
WITH THE EQUIPMENT OR ITS INSTALLATION, OR MAINTENANCE, the parties waive their right to raise any defense based on the
AND EXPRESSLY DISCLAIMS AND CUSTOMER WAIVES ALL IMPLIED execution of this Agreement in counterparts; or the delivery of such
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A executed counterparts by copy, facsimile, or electronic delivery; or
PARTICULAR PURPOSE. KMBS's acceptance of orders electronically.
904. LIMITATIONS ON RECOVERY: CUSTOMER'S EXCLUSIVE 909. Entire Agreement: This is the entire agreement between
REMEDY FOR BREACH OF WARRANTY SHALL BE REPAIR OF THE Customer and KMBS on the subject matter hereof and supersedes
EQUIPMENT OR REPLACEMENT OF A NONCONFORMING PART, AT any proposal or prior agreement, oral or written, or any other
THE OPTION OF KMBS. THE PARTIES WAIVE THEIR RESPECTIVE communications relating to maintenance services for KMBS
RIGHTS TO SPECIAL,CONSEQUENTIAL,EXEMPLARY,INCIDENTAL OR equipment and it may not be released, discharged, changed, or
PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO SERVICES modified except by an instrument in writing signed by a duly
PROVIDED UNDER THIS AGREEMENT,INCLUDING BUT NOT LIMITED authorized representative of each party. Customer agrees that any
TO, DAMAGES DUE TO LOSS OF DATA OR INFORMATION OF ANY Purchase Order or other documentation issued to KMBS covering the
KIND, LOSS OF OR DAMAGE TO REVENUE,PROFITS OR GOODWILL, equipment or maintenance is issued for purpose of authorization
DAMAGES DUE TO ANY INTERRUPTION OF BUSINESS,DAMAGE TO and Customer's internal use only, and any terms and conditions
CUSTOMER'S COMPUTERS OR NETWORKS, EVEN IF KMBS HAS contained therein shall not modify or add to the terms and
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE conditions of this Agreement. This Agreement will not be effective
PARTIES RESERVE THE RIGHT TO RECOVER CONTRACT DAMAGES until accepted by an authorized representative of KMBS. Notice of
ALLOWED VIA THIS AGREEMENT. KMBS'S LIABILITY UNDER THIS acceptance is hereby waived by Customer.
AGREEMENT IS LIMITED TO DAMAGES ON THE COST OF ALTERNATE 910. Sellers Agent: Customer is advised no employee,
MAINTENANCE SERVICES AND/OR CONSUMABLES PURCHASED BY representative or agent of KMBS has authority to bind KMBS to
THE CUSTOMER. THE PARTIES AGREE ANY CLAIM MUST BE commitments not specifically set forth in this agreement.
BROUGHT WITHIN ONE YEAR AFTER THE ALLEGED DAMAGES ARE
INCURRED. 911. Modification of Original Terms and Conditions: Any
mutually agreed modifications are to be specified in the comments
*905. Applicable Law: This Agreement shall be governed by, of the contract or by a duly executed amendment to this Agreement.
construed and enforced in accordance with the internal laws,but not *912 Indemnification: Customer shall bear all risk of theft, loss,
the conflicts of laws rules, of the State of Illinois. Venue for any
or damage not caused by KMBS employees or agents, to all
action arising out of or due to this Agreement shall be in the Circuit Equipment delivered and accepted under this Agreement. KMBS,
Court for DuPage County, Illinois. The parties waive the right to jury without regard to the availability or unavailability of any insurance,
trial.
either of Customer or KMBS,shall,to the fullest extent permitted by
906. Force Majeure: Neither party shall be responsible for law, indemnify, save harmless, and reimburse Customer against any
delays or failure in performance of this Agreement (other than and all lawsuits, claims, demands, damages, liabilities, losses, and
failure to make payment)to the extent that such party was hindered expenses, including reasonable attorneys' fees, that arise out of
in its performance by any act of God, labor dispute, or any other bodily injury, including death, or property damage to the extent
occurrence beyond its reasonable control. caused by KMBS's negligent acts or omissions. KMBS's
*907. Waiver and Severability: Failure by either party to enforce indemnification obligations under this Section are conditioned upon
any provisions of this Agreement or any rights hereunder, or failure Customer: (i) promptly notifying KMBS of any claim in writing; (ii)
to exercise any election provided for herein, shall in no way be cooperating with KMBS in the defense of the claim;and (iii)granting
considered a waiver of such provisions, rights,or elections,or in any KMBS sole control of the defense or settlement of the claim.
way affect the party's right to later enforce or exercise the same or
other provisions, rights, or elections it may have under this
Agreement. If any provision of this Agreement shall be unlawful,
void or for any reason unenforceable, then that provision shall be
deemed severable from this Agreement and shall not affect the
validity and enforceability of the remaining provisions of this
Agreement.
908. Original Document: This Agreement may be executed in
any number of counterparts and each fully executed counterpart
shall be deemed an original. The parties agree (a)that facsimile or
electronic signature shall be accepted as original signatures; and (b)
Page 4 of 4 7000-090115-C
Form 8038-GC Information Return for Small Tax-Exempt
(Rev.January 2012) Governmental Bond Issues, Leases, and Installment Sales OMB No.1545-0720
► Under Internal Revenue Code section 149(e)
Department of the Treasury
Internal Revenue service Caution:if the issue price of the issue is$100,000 or more,use Form 8038-G.
Re portinq Authority Check box if Amended Return 1 ❑
1 Issuer's nary 4 uer's employer identiProation nuff&w QN)
3 Number and street(or P.O.box if marl is not delivered to street address) Roemisuke
I'Z 00 Cc,.k(— m�j, rvCltC -tZ,Ge'+t�
4 City,town,or post Office,state,and 2F'code 5 Report number(For M Use OnW
dga isswsror sfst/tl-�at wh m Nro IRS may call for more information 7 Telephone number of offer or NpN raprssa tive
Des4ription of Obligations CheCk one:a single issue ❑ or a consolidated return Q.
8a Issue price of obiigation(s)(see instructions) . . . . . . . . . . . . . . . . . . 8a g Z
b Issue date (single issue) or calendar date (consolidated). Enter date in mm/dd/yyyy format (for
example,01/01!2008)(see instructions)►
9 Amount of the reported obligation(s)on line 8a that is:
a For leases for vehicles . . . . . . . . . . . . . . . . . . . . ga
b For leases for office equipment. . . . . . . . . . . . . . . . . . . . 9b f 4z a S
c For leases for real property . . . . . . . . . . . . . . . . . . . . . . . . 9c
d For leases for other(see instructions). . . . . . . . . . . . . . . . . . . . . 9d
e For bank loans for vehicles . . . . . . . . . . . . . . . . . . . . 9e
f For bank loans for office equipment . . . . . . . . . . . . . . . . . . . . . 9f
g For bank loans for real property. . . . . . . . . . . . . . . . . . . . .
h For bank loans for other(see instructions) . . . . . . . . . . . . . . . . . . . 9h
) Used to refund prior issue(s) . . . . . . . . . . . . . . . . . . . . . . . 9i
j Representing a loan from the proceeds of another tax-exempt obligation(for example,bond bank) .
k Other . . . . . . . . . . . . . . . . . . . . . . . . . . . 9k
10 If the issuer has designated any issue under section 2fi5(bX3)(BXiXi IIQ(small issuer exception),check this box . . . . ► ❑
11 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check this box(see instructions) . . . . . . . 1 ❑
12 Vendor's or bank's name:
13 Vendor's or bank's employer identification number: o
Under paW Ws of Peru",I declare ve sxw&"this return and accompanying schedules orb statements,ents,and to the bast of my omde pe ab beef.they we
Signatur and Complete.I blather I consent to the IRS's disclosure of the issuer's return Informatim,as necessary to process this return,to the persor>(s)
i razed above.
and
Conse t
i Srynatute d itaWlf s tuEhaeWad _ Date ' Type or print name and tide
Paid PrintlType preparees name Preparer's signature Date Check ❑ if PTIN
self-employed
Preparer
Use Only Firm's name ► Firm's EIN ►
Firm's address► Phone no.
General Instructions Who Must File pay a penalty In lieu of arbitrage rebate(see
go vernmental the line 11 instructions).
Issuers of tax-exempt Section references are to the ir►temal Revenue P
Code unless otherwise noted. obligations with issue prices of less than Filing a consolidated return for multiple
$100,000 must file Form 8038-GC. issues.For all tax-exempt governmental
What's New Issuers of)tax-exempt governmental ces obligations with issue prim of less than
..$400,000 that are not reported on a separate
The IRS has created a page on IRS.gov for obligation with an Issue price of$100,000 or Form 8038-GC,a en issuer must file a
information about the Form 8038 series and more must file Form 8038-G.Information consolidated information return including all
its instructions,at www.irs.gov/form8038. Return for Tax-Exempt Governmental
Information about any future developments Obligations. such Issues issued within the calendar year.
affecting the Form 8038 series(such as Thus,an issuer may file a separate Form
Filing a separate return for a single issue.
legislation enacted after we release it)will be Issuers have the option to file a separate 8038-GC for each of a number of small Issues
posted on that page. Form 8038-GC for any tax-exempt and report the remainder of small issues
Purpose of Form governmental obligation with an issue price issued during the calendar year on one
rP consolidated Form 8038-GC.However,If the
of less than$100,IXI0.
Form 8038-GC is used by the issuers of tax- issue is a construction issue,a separate Farm
exempt governmental obligations to provide An issuer of a tax-exempt bond used to 8038-GC must be filed to give the IRS notice
the IRS with the Information required by finance construction expenditures must file a of the election to pay a penalty in Neu of
section 149(e)and to monitor the separate Form$038-GC for each issue to give arbitrage rebate.
requirements of sections 141 through 150. notice to the FRS that an election was made to
Cat.No.641098 Form 8038-GC (Rev.1-2012)
Form 8038-GC(Rev.1-2012) Page 2
When To File multiple tax-exempt governmental obligations 1.At least 75%of the available construction
To file a separate return for a single issue,file if the form is used for consolidated reporting. proceeds of the issue are to be used for
Form 8038-GC on or before the 15th day of Tax-exempt obligation.This is any obligation construction expenditures with respect to
the second calendar month after the close of including a bond,installment purchase property to be owned by a governmental unit
the calendar quarter in which the issue is agreement,or financial lease,on which the or a 501(c)(3)organization,and
issued. interest is excluded from income under 2.All of the bonds that are part of the issue
To file a consolidated return for multiple section 103. are qualified 501(c)(3)bonds,bonds that are
issues,file Form 8038-GC on or before Tax-exempt governmental obligation.A not private activity bonds,or private activity
February 15th of the calendar year following tax-exempt obligation that is not a private bonds issued to finance property to be owned
the year in which the issue is issued. activity bond(see below)is a tax-exempt by a governmental unit or a 501(c)(3)
governmental obligation.This includes a bond organization.
Late filing.An issuer may granted issued b qualified volunteer fire department extension of time to file Form 8038-GC under y a q p In lieu of rebating any arbitrage that may be
section 3 of Rev.Proc.2002-48,2002-37
under section 150(e). owed to the United States,the issuer of a
I.R.B.531,if it is determined that the failure to Private activity bond.This includes an construction issue may make an irrevocable
file on time is not due to willful neglect.Type obligation issued as part of an issue in which: election to pay a penalty.The penalty is equal
or print at the top of the form,"Request for .More than 10%of the proceeds are to be to 1-1/2%of the amount of construction
Relief under section 3 of Rev.Proc.2002-48." proceeds that do not meet certain spending
Attach to the Form 8038-GC a letter briefly used for any private activity business use,and requirements.See section 148(f)(4)(C)and the
stating why the form was not submitted to the •More than 10%of the payment of principal Instructions for Form 8038-T.
IRS on time.Also indicate whether the or interest of the issue is either(a)secured by
obligation in question is under examination by an interest in property to be used for a private Specific Instructions
the IRS.Do not submit copies of any bond business use(or payments for such property) In general,a Form 8038-GC must be
documents,leases,or installment sale or(b)to be derived from payments for completed on the basis of available
documents.See Where To File next. property(or borrowed money)used for a information and reasonable expectations as of
private business use. the date of issue.However,forms that are
Where To File It also includes a bond,the proceeds of filed on a consolidated basis may be
File Form 8038-GC,and any attachments, Which(a)are to be used to make or finance completed on the basis of information readily
loans(other than loans described in section available to the issuer at the close of the
with the Department of the Treasury,Internal 141(c)(2))to persons other than governmental calendar year to which the form relates,
Revenue Service Center,Ogden,UT 84201. units and(b)exceeds the lesser of 5%of the supplemented by estimates made in good
Private delivery services.You can use proceeds or$5 million. faith.
certain private delivery services designated by Issue.Generally,obligations are treated as Part I—Reporting Authority
the IRS to meet the"timely mailing as timely part of the same issue only if they are issued
filing/paying"rule for tax returns and by the same issuer,on the same date,and as Amended return.An issuer may file an
payments.These private delivery services part of a single transaction,or a series of amended return to change or add to the
include only the following: related transactions.However,obligations information reported on a previously filed
•DHL Express(DHL):DHL Same Day Service. issued during the same calendar year(a) return for the same date of issue.If you are
under a loan agreement under which amounts filing to correct errors or change a previously
•Federal Express(FedEx):FedEx Priority
Overnight,FedEx Standard Overnight,FedEx are to be advanced periodically(a"draw- filed return,check the"Amended Return"box
in the heading of the form.
2Day,FedEx International Priority,and FedEx down loan")or(b)with a term not exceeding
International First. 270 days,may be treated as part of the same The amended return must provide all the
issue if the obligations are equally and ratably information reported on the original return,in
•United Parcel Service(UPS):UPS Next Day secured under a single indenture or loan addition to the new corrected information.
Air,UPS Next Day Air Saver,UPS 2nd Day agreement and are issued under a common Attach an explanation of the reason for the
Air,UPS 2nd Day Air A.M.,UPS Worldwide financing arrangement(for example,under the amended return and write across the top
Express Plus,and UPS Worldwide Express. same official statement periodically updated "Amended Return Explanation."
The private delivery service can tell you to reflect changing factual circumstances).
p ry y Also,for obligations issued under adraw- Line 1.The issuer's name is the name of the
how to get written proof of the mailing date. entity issuing the obligations,not the name of
down loan that meets the requirements of the the entity receiving the benefit of the
Other Forms That May Be preceding sentence,obligations issued during financing.In the case of a lease or installment
Required different calendar years may be treated as
part of the same issue if all of the amounts to sale,the issuer is the lessee or purchaser.
For rebating arbitrage(or paying a penalty in be advanced under the draw-down loan are Line 2.An issuer that does not have an
lieu of arbitrage rebate)to the Federal reasonably expected to be advanced within 3 employer identification number(EIN)should
Government,use Form 8038-T,Arbitrage years of the date of issue of the first apply for one on Form SS-4,Application for
Rebate,Yield Reduction and Penalty in Lieu obligation.Likewise,obligations(other than Employer Identification Number.You can get
of Arbitrage Rebate.For private activity private activity bonds)issued under a single this form on the IRS website at IRS.gov or by
bonds,use Form 8038,Information Return for agreement that is in the form of a lease or calling 1-800-TAX-FORM(1-800-829-3676).
Tax-Exempt Private Activity Bond Issues. installment sale may be treated as part of the You may receive an EIN by telephone by
For a tax-exempt governmental obligation same issue if all of the property covered by following the instructions for Form SS-4.
with an issue price of$100,000 or more,use that agreement is reasonably expected to be Lines 3 and 4.Enter the issuer's address or
Form 8038-G. delivered within 3 years of the date of issue of the address of the designated contact person
the first obligation. listed on line 6.If the issuer wishes to use its
Rounding to Whole Dollars Arbitrage rebate.Generally,interest on a own address and the issuer receives its mail
You may show the money items on this return state or local bond is not tax-exempt unless in care of a third party authorized
as whole-dollar amounts.To do so,drop any the issuer of the bond rebates to the United representative(such as an accountant or
amount less than 50 cents and increase any States arbitrage profits earned from investing attorney),enter on the street address line
amount from 50 to 99 cents to the next higher proceeds of the bond in higher yielding "C/O"followed by the third party's name and
dollar. nonpurpose investments.See section 148ft street address or P.O.box.Include the suite,
Construction issue.This is an issue of tax- room,or other unit number after the street
Definitions exempt bonds that meets both of the address.If the post office does not deliver
Obligations.This refers to a single tax- following conditions: mail to the street address and the issuer has a
exempt governmental obligation if Form P.O.box,show the box number instead of the
8038-GC is used for separate reporting or to
Form 8038-GC(Rev.1-2012) Page 3
street address.If a change in address occurs Lines 9i and 9j.For line 9i,enter the amount Paid Preparer
after the return is filed,use Form 8822, of the proceeds that will be used to pay
Change of Address,to notify the IRS of the principal,interest,or call premium on any If an authorized representative of the issuer
new address. other issue of bonds,including proceeds that filled in its return,the paid preparer's space
will be used to fund an escrow account for should remain blank.Anyone who prepares
Note.The address entered on lines 3 and 4 is this purpose.Several lines may apply to a the return but does not charge the
the address the IRS will use for all written particular obligation.For example,report on organization should not sign the return.
communications regarding the processing of lines 9i and 9j obligations used to refund prior Certain others who prepare the return should
this return,including any notices.By issues which represent loans from the not sign.For example,a regular,full-time
authorizing a person other than an authorized proceeds of another tax-exempt obligation. employee of the issuer,such as a clerk,
officer or other employee of the issuer to secretary,etc.,should not sign.
Line 9k.Enter on line 9k the amount on line
communicate with the IRS and whom the IRS 8a that does not represent an obligation Generally,anyone who is paid to prepare a
may contact about this return,the issuer described on lines 9a through 9j. return must sign it and fill in the other blanks
authorizes the IRS to communicate directly in the Paid Preparer Use Only area of the
with the individual listed on line 6,whose Line 10.Check this box if the issuer has return.A paid preparer cannot use a social
address is entered on lines 3 and 4 and designated any issue as a"small issuer security number in the Paid Preparer Use Only
consents to disclose the issuer's return exception"under section 265(b)(3)(13)(i)(III). box.The paid preparer must use a preparer
information to that individual,as necessary,to Line 11.Check this box if the issue is a tax identification number(PTIN).If the paid
process this return. construction issue and an irrevocable election preparer is self-employed,the preparer
to pay a penalty in lieu of arbitrage rebate has should enter his or her address in the box.
Line 5.This line is for IRS use only.Do not been made on or before the date the bonds The paid preparer must:
make any entries in this box. were issued.The penalty is payable with a
Part II—Description of Obligations Form 8038-T for each 6-month period after Sign the return in the space provided for the
preparer's signature,and
the date the bonds are issued.Do not make
Check the appropriate box designating this as any payment of penalty in lieu of rebate with •Give a copy of the return to the issuer.
a return on a single issue basis or a Form 8038-GC.See Rev.Proc.92-22,
consolidated return basis. 1992-1 C.B.736,for rules regarding the Paperwork Reduction Act Notice
Line 8a.The issue price of obligations is "election document."
generally determined under Regulations We ask for the information on this form to
section 1.148-1(b).Thus,when issued for Line 12.Enter the name of the vendor or bank carry out the Internal Revenue laws of the
who is a party to the installment purchase United States.You are required to give us the
cash,the issue price is the price at which a agreement, loan,or financial lease.If there q g
substantial amount of the obligations are sold g information.with need it to ensure that you are
are multiple vendors or banks,the issuer complying with these laws.
to the public.To determine the issue price of should attach a schedule.
an obligation issued for property,see sections You are not required to provide the
1273 and 1274 and the related regulations. Line 13.Enter the employer identification information requested on a form that is
number of the vendor or bank who is a party subject to the Paperwork Reduction Act
Line 8b.For a single issue,enter the date of to the installment purchase agreement,loan, unless the form displays a valid OMB control
issue(for example,03/15/2010 for a single
issue issued on March 15,2010),generally or financial lease.If there are multiple vendors number.Books or records relating to a form
the date a which the issuer physically or banks,the issuer should attach a schedule. or its instructions must be retained as long as
exchanges the bonds that are part of the Signature and Consent their contents may become material in the
issue for the underwriter's(or other administration of any Internal Revenue law.
purchaser's)funds;for a lease or installment An authorized representative of the issuer Generally,tax returns and return information
sale,enter the date interest starts to accrue. must sign Form 8038-GC and any applicable are confidential,as required by section 6103.
For issues reported on a consolidated basis, certification.Also print the name and title of The time needed to complete and file this
enter the first day of the calendar year during the person signing Form 8038-GC.The form will vary depending on individual
which the obligations were issued(for authorized representative of the issuer signing circumstances.The estimated average time is:
example,for calendar year 2010,enter this form must have the authority to consent
01/01/2010). to the disclosure of the issuer's return Learning about the
information,as necessary to process this law or the form . . . . 4 hr.,46 min.
Lines 9a through 9h.Complete this section if return,to the person(s)that has been Preparing the form . . . . 2 hr.,22 min.
property other than cash is exchanged for the designated in this form.
obligation,for example,acquiring a police car, Copying,assembling,and
a fire truck,or telephone equipment through a Note.If the issuer authorizes in line 6 the IRS sending the form to the IRS . 2 hr.,34 min.
series of monthly payments.(This type of to communicate with a person other than an
obligation is sometimes referred to as a officer or other employee of the issuer,(such If you have comments concerning the
"municipal lease.")Also complete this section authorization shall include contact both in accuracy of these time estimates or
if real property is directly acquired in writing regardless of the address entered in suggestions for making this form simpler,we
exchange for an obligation to make periodic lines 3 and 4,and by telephone)by signing would be happy to hear from you.You can
payments of interest and principal. this form,the issuer's authorized write to the Internal Revenue Service,Tax
representative consents to the disclosure of Products Coordinating Committee,
Do not complete lines 9a through 9d if the the issuer's return information,as necessary SE:W:CAR:MP:T:M:S, 1111 Constitution Ave.
proceeds of an obligation are received in the to process this return,to such person. NW,IR-6526,Washington,DC 20224.Do not
form of cash even if the term"lease"is used send the form to this address.Instead,see
in the title of the issue.For lines 9a through Where To File.
9d,enter the amount on the appropriate line
that represents a lease or installment
purchase.For line 9d,enter the type of item
that is leased.For lines 9e through 9h,enter
the amount on the appropriate line that
represents a bank loan.For line 9h,enter the
type of bank loan.
Document Checklist
❑ Tax-Exempt Lease/Purchase Agreement—Execute signature block at the top of the first page of the Agreement.
❑ Addendum to Tax-Exempt Lease/Purchase Agreement— If required by Lessor, this document must be executed in
the presence of an attester. The attesting witness does not have to be a notary but must be present at the time of
execution. The attester will execute the signature block below the Lessee's signature block at the bottom right of the
page. If computation is required, please submit a copy of the computation test with the addendum.
❑ Property Schedule — 1) If the transaction can be designated as a "bank qualified" transaction — one where Lessee
reasonably anticipates not issuing more than $10 million in tax-exempt obligations in a calendar year — then you
should initial the line under this section; and 2) execute the signature block at the bottom of the page. This
document must be executed in the presence of an attester. The attesting witness does not have to be a notary but
must be present at the time of execution.
❑ Property Description —Exhibit A—Execute signature block at the bottom of the page.
❑ Amortization and Lease Payment Schedule—Exhibit B—Execute signature block at the bottom of the page.
❑ Certificate of Acceptance — Exhibit C — 1) if billing address is different than address shown on the Agreement, fill in
billing information under# 2; 2) the date that all equipment is delivered, installed and accepted is the date that should
be placed on the"ACCEPTANCE DATE" line; and 3) execute signature block at the bottom of the page.
❑ Lessee's General and Incumbency Certificate — Exhibit D —The General Certificate must be signed by the person
signing the Agreement. The Incumbency Certificate must be signed by an officer other than the person signing the
Agreement.
❑ Lessee's Counsel's Opinion — Exhibit E — If required by Lessor, this document will need to be executed by your
attorney, dated, and placed on his/her letterhead.
❑ Insurance Authorization and Verification —To be filled out by Lessee and returned with the executed documents.
❑ Notification of Tax Treatment—Please provide your State Sales/Use tax Exemption Certificate, if applicable.
❑ Form 8038-GC or G — Blank form provided to Lessee. Please consult your local legal/bond counsel or tax consultant
with questions.
❑ Original Documents—Lessor will require original documents, including original 8038 form, prior to funding.
❑ Validation of Board Approval—If required by Lessor, a copy of board minutes or board resolution should be provided
showing approval of the contract.
❑ .Services and Supplies Rider— If Lessee has requested that Lessor, as a convenience to Lessee, invoice Lessee for
certain service and supply payments Lessee owes to Vendor, this document must be executed by Lessee in the
presence of an attester. The attesting witness does not have to be a notary but must be present at the time of
execution.
APPLICATION NO.
Tax-Exempt Lease/Purchase Agreement 2162709
LESSOR:ACCEPTED BY TO BY LESSEE:
FULL LEGAL NAME FULL LEGAL NAME
KONICA MINOLTA PREMIER FINANCE VILLAGE OF OAK BROOK
STREET ADDRESS STREET ADDRESS
2001 BUTTERFIELD ROAD SUITE 900 1200 OAK BROOK ROAD
CITY STATE ZIP CITY STATE ZIP
DOWNERS GROVE IL 60515 OAK OOK IL 60523
SIGNATURE DATE SIGN TU E DATE
PRINT NAME PRINT NAME
RICCARDO GINEX
TITLE TELEPHONE NUMBER TITLE TELEPHONE NUMBER
630-271-6994 VILLAGE MANAGER 630-368-5164
AGREEMENT: Lessor hereby leases to Lessee and Lessee hereby leases from Lessor all the Property described in Property Schedule incorporated herein by reference,upon the terms
and conditions set forth herein and as supplemented by the terms and conditions set forth in the Property Schedule. This Tax-Exempt Lease/Purchase Agreement together with the
Property Schedule shall be defined as the Agreement."
LEASE TERM: The Lease Term of the Property listed in the Property Schedule shall commence upon the commencement date of the Property Schedule and continue for the time period
set forth in the Property Schedule. This Agreement cannot be canceled or terminated by Lessee except as expressly provided herein. This Agreement is a triple net lease.
LEASE PAYMENTS: Lessee shall pay rent to Lessor for the Property in the amounts,and on the dates specified,in the Property Schedule. Lessor and Lessee intend that the obligation of
Lessee to pay Lease Payments hereunder shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitations or requirements
concerning the creation of indebtedness by Lessee,nor shall anything contained herein constitute a pledge of the general tax revenues,funds or monies of Lessee.
NO OFFSET: SUBJECT TO THE RIGHT TO NON-APPROPRIATE,SET FORTH BELOW,THE OBLIGATIONS OF LESSEE TO PAY THE LEASE PAYMENTS DUE UNDER THE PROPERTY
SCHEDULE AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT SHALL BE ABSOLUTE AND UNCONDITIONAL IN
ALL EVENTS WITHOUT ABATEMENT,DIMINUTION,DEDUCTION,SET-OFF OR DEFENSE,FOR ANY REASON,INCLUDING WITHOUT LIMITATION,ANY DEFECTS,MALFUNCTIONS,
BREAKDOWNS OR INFIRMITIES IN THE PROPERTY OR ANY ACCIDENT,CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. THIS PROVISION SHALL NOT LIMIT LESSEE'S
RIGHTS OR ACTIONS AGAINST ANY VENDOR. Lessee shall pay when due all taxes,fees and governmental charges assessed or levied against or with respect to the Property.
LATE CHARGES: Should Lessee fail to duly pay any part of any Lease Payment or other sum to be paid to Lessor under this Agreement on the date on which such amount is due
hereunder,then Lessee shall pay late charges on such delinquent payment from the due date thereof until paid at the rate of 12%per annum or the highest rate permitted by law,whichever
is less.
MAINTENANCE OF PROPERTY: At all times during the Lease Term,Lessee shall,at Lessee's own cost and expense,maintain,preserve,and keep the Property in good working order,
and condition,and from time to time make or cause to be made all necessary and proper repairs,replacements,and renewals to the Property,which shall become part of the Property. The
Property is and will remain personal property.
INSURANCE OF PROPERTY: All risk of loss to the Property shall be bome by the Lessee. At all times during the Lease Term,Lessee shall,at Lessee's own cost and expense,cause
casualty,public liability,and property damage insurance to be carried and maintained(or shall provide Lessor with a certificate stating that adequate self-insurance has been provided)with
respect to the Property,sufficient to protect the full replacement value of the Property and to protect from liability in all events for which insurance is customarily available. Lessee shall
furnish to Lessor certificates evidencing such coverage throughout the Lease Term. Any insurance policy to be carried and maintained pursuant to this Agreement shall be so written or
endorsed as to make losses,if any,payable to Lessee and Lessor as their respective interests may appear. All such liability insurance shall name Lessor as an additional insured. Each
insurance policy carried and maintained pursuant to this Agreement shall contain a provision to the effect that the insurance company shall not cancel the policy or modify it materially or
adversely to the interest of the Lessor without first giving written notice thereof to Lessor at least 30 days in advance of such change of status.
QUIET ENJOYMENT AND TERMINATION OF LESSOR'S INTEREST: To secure Lessee's obligations hereunder, Lessor is granted a security interest in the Property, including
substitutions,repairs,replacements and renewals,and the proceeds thereof,which is a first lien thereon.Lessee hereby authorizes Lessor to file all financing statements which Lessor
deems necessary or appropriate to establish,maintain and perfect such security interest. Provided there does not exist an Event of Default as defined herein,the Lessee shall have the right
of quiet enjoyment of the Property throughout the Lease Term. If Lessee shall have performed all of its obligations and no default shall have occurred and be continuing under this
Agreement,and this Agreement shall not have been earlier terminated with respect to the Property,then,at the end of the Lease Term with respect to any item of Property,Lessor's interest
in such Property shall terminate. Unless otherwise required by law,title to the Property shall be in the name of Lessee,subject to Lessor's interest hereunder.
TAX EXEMPTION: The parties contemplate that interest payable under this Agreement will be excluded from gross income for federal income tax purposes under Section 103 of the
Internal Revenue Code of 1986,as amended(the"Code"). The tax-exempt status of this Agreement provides the inducement for the Lessor to offer financing at the interest rate set forth
herein. Therefore,should this Agreement be deemed by any taxing authority not to be exempt from taxation,Lessee agrees that the interest rate shall be adjusted,as of the date of loss of
tax exemption,to an interest rate calculated to provide Lessor or its assignee an after tax yield equivalent to the tax exempt rate and Lessor shall notify Lessee of the taxable rate. Provided,
however,that the provision of the preceding sentence shall apply only upon a final determination that the interest payments are not excludable from gross income under Section 103(a)of
the Code,and shall not apply if the determination is based upon the individual tax circumstances of the Lessor,or a finding that the party seeking to exclude such payments from gross
income is not the owner and holder of the obligation under the Code.
REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee hereby represents and warrants to Lessor that:(a)Lessee is a State,possession of the United States,the District of
Columbia,or political subdivision thereof as defined in Section 103 of the Code and Treasury Regulations and Rulings related thereto,and if Lessee is incorporated,it is duly organized and
existing under the Constitution and laws of its jurisdiction of incorporation and will do or cause to be done all things necessary to preserve and keep such organization and existence in full
force and effect;(b)Lessee has been duly authorized by the Constitution and laws of the applicable jurisdiction and by a resolution of its governing body(which resolution,if requested by
Lessor,is attached hereto),to execute and deliver this Agreement and to carry out its obligations hereunder;(c)all legal requirements have been met,and procedures have been followed,
including public bidding,in order to ensure the enforceability of this Agreement;(d)the Property will be used by Lessee only for essential governmental or proprietary functions of Lessee
consistent with the scope of Lessee's authority and will not be used in a trade or business of any person or entity,by the federal government or for any personal,family or household use.
Lessee's need for the Property is not expected to diminish during the term of the Agreement;(e)Lessee has funds available to pay Lease Payments until the end of its current appropriation
period,and it intends to request funds to make Lease Payments in each appropriation period,from now until the end of the term of this Agreement;(f)Lessee shall comply at all times with
all applicable requirements of the Code,including but not limited to the registration and reporting requirements of Section 149,to maintain the federal tax-exempt status of the Agreement,
and Lessee shall maintain a system with respect to this Agreement,which tracks the name,and ownership interest of each assignee who has both the responsibility for administration of,
and ownership interest in this Agreement;(g)Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without
giving thirty(30)days prior written notice to Lessor.
RISK OF LOSS COVENANTS: Lessee shall not be required to indemnify or hold Lessor harmless against liabilities arising from the Agreement. However,as between Lessor and Lessee,
and to the extent permitted by law,Lessee shall bear the risk of loss for,shall pay directly,and shall defend against any and all claims,liabilities,proceedings,actions,expenses,damages
or losses arising under or related to the Property,including,but not limited to,the possession,ownership,lease,use or operation thereof,except that Lessee shall not bear the risk of loss of,
nor pay for,any claims,liabilities,proceedings,actions,expenses,damages or losses that arise directly from events occurring after Lessee has surrendered possession of the Property in
accordance with the terms of the Agreement to Lessor or that arise directly from the gross negligence or willful misconduct of the Lessor.
NON-APPROPRIATION: If sufficient funds are not appropriated to make Lease Payments under this Agreement,this Agreement shall terminate and Lessee shall not be obligated to make
Lease Payments under this Agreement beyond the then current fiscal year for which funds have been appropriated. Upon such an event,Lessee shall,no later than the end of the fiscal
year for which Lease Payments have been appropriated,deliver possession of the Property to Lessor. If Lessee fails to deliver possession of the Property to Lessor,the termination shall
nevertheless be effective but Lessee shall be responsible for the payment of damages in an amount equal to the portion of Lease Payments thereafter coming due that is attributable to the
number of days after the termination during which the Lessee fails to deliver possession and for any other loss suffered by Lessor as a result of Lessee's failure to deliver possession as
required. Lessee shall notify Lessor in writing within seven(7)days after the failure of the Lessee to appropriate funds sufficient for the payment of the Lease Payments,but failure to
provide such notice shall not operate to extend the Lease Term or result in any liability to Lessee.
GROSS-UP: If an Event of Taxability occurs with respect to a Property Schedule,the interest component of Lease Payments on the Property Schedule shall thereafter be payable at the
Taxable Rate,and Lessee shall pay to Lessor promptly following demand an amount sufficient to supplement prior Lease Payments on such Property Schedule so that Lessor receives the
interest component of such Lease Payments,retroactive to the date as of which the interest component is determined to be includible in the gross income of Lessor for federal income tax
purposes,calculated at the Taxable Rate,together with any penalties and interest actually imposed on Lessor as a result of the Event of Taxability. For purposes of this Section,"Event of
Taxability"means,with respect to a Property Schedule,(a)a final determination by the Internal Revenue Service or a court of competent jurisdiction that the interest component of Lease
Payments on the Property Schedule is includible for federal income tax purposes in the gross income of Lessor,or(b)receipt by Lessor of a written opinion of a nationally recognized public
finance lawyer or law firm to the effect that there exists substantial doubt whether the interest component of Lease Payments on the Property Schedule is excludible for federal income tax
purposes from the gross income of Lessor,in each case due to any action or failure to take action by Lessee. 'Taxable Rate"means the interest rate at which the interest component of
Lease Payments on a Property Schedule was originally calculated,divided by 0.65.
ASSIGNMENT BY LESSEE: Without Lessor's prior written consent,Lessee may not,by operation of law or otherwise,assign,transfer,pledge,hypothecate or otherwise dispose of the
Property,this Agreement or any interest therein.
ASSIGNMENT BY LESSOR: Lessor may assign,sell or encumber all or any part of this Agreement,the Lease Payments and any other rights or interests of Lessor hereunder. Such
assignees may include trust agents for the benefit of holders of certificates of participation. Lessee agrees that if Lessor sells,assigns or transfers this Agreement,Lessor's assignee will
have the same rights and benefits that Lessor has now and will not have to perform any of Lessor's obligations. Lessee agrees that Lessor's assignee will not be subject to any claims,
defenses,or offsets that Lessee may have against Lessor,
EVENTS OF DEFAULT: Lessee shall be in default under this Agreement upon the occurrence of any of the following events or conditions("Events of Default"),unless such Event of
Default shall have been specifically waived by Lessor in writing:(a)default by Lessee in payment of any Lease Payment or any other indebtedness or obligation now or hereafter owed by
Lessee to Lessor under this Agreement or in the performance of any obligation,covenant or liability contained in this Agreement and the continuance of such default for ten(10)consecutive
days after written notice thereof by Lessor to Lessee,or(b)any warranty,representation or statement made or furnished to Lessor by or on behalf of Lessee proves to have been false in
any material respect when made or furnished,or(c)actual or attempted sale,lease or encumbrance of any of the Property,or the making of any levy,seizure or attachment thereof or
thereon,or(d)dissolution,termination of existence,discontinuance of the Lessee,insolvency,business failure,failure to pay debts as they mature,or appointment of a receiver of any part
of the property of,or assignment for the benefit of creditors by the Lessee,or the commencement of any proceedings under any bankruptcy,reorganization or arrangement laws by or
against the Lessee.
REMEDIES OF LESSOR: Upon the occurrence of any Event of Default and at any time thereafter,Lessor may,without any further notice,exercise one or more of the following remedies as
Lessor in its sole discretion shall elect:(a)terminate the Agreement and all of Lessee's rights hereunder as to any or all items of Property;(b)proceed by appropriate court action to
personally,or by its agents,take possession from Lessee of any or all items of Property wherever found and for this purpose enter upon Lessee's premises where any item of Property is
located and remove such item of Property free from all claims of any nature whatsoever by Lessee and Lessor may thereafter dispose of the Property;provided,however,that any proceeds
from the disposition of the Property in excess of the sum required to(i)pay to Lessor an amount equal to the total unpaid principal component of Lease Payments under the Property
Schedule, including principal component not otherwise due until future fiscal years, (ii)pay any other amounts then due under the Property Schedule and this Agreement,and(iii)pay
Lessor's costs and expenses associated with the disposition of the Property and the Event of Default(including attorney's fees),shall be paid to Lessee or such other creditor of Lessee as
may be entitled thereto,and further provided that no deficiency shall be allowed against Lessee;(c)proceed by appropriate court action or actions to enforce performance by Lessee of its
obligations hereunder or to recover damages for the breach hereof or pursue any other remedy available to Lessor at law or in equity or otherwise;(d)declare all unpaid Lease Payments
and other sums payable hereunder during the current fiscal year of the Lease Term to be immediately due and payable without any presentment,demand or protest and/or take any and all
actions to which Lessor shall be entitled under applicable law. No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein or at law or in equity
or otherwise provided or permitted,but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise,and
may be enforced concurrently therewith or from time to time. Lessee agrees to pay to Lessor or reimburse Lessor for,in addition to all other amounts due hereunder,all of Lessor's costs of
collection,including reasonable attorney fees,whether or not suit or action is filed thereon. Lessee and Lessor hereby irrevocably waive all right to trial by jury in any action,proceeding or
counterclaim(whether based on contract,tort or otherwise)arising out of or relating to this Agreement.
NOTICES: All notices,and other communications provided for herein shall be deemed given when delivered or mailed by certified mail,postage prepaid,addressed to Lessor or Lessee at
their respective addresses set forth herein or such other addresses as either of the parties hereto may designate in writing to the other from time to time for such purpose.
AMENDMENTS AND WAIVERS: This Agreement and the Property Schedule executed by Lessor and Lessee constitute the entire agreement between Lessor and Lessee with respect to
the Property and this Agreement may not be amended except in writing signed by both parties.
CONSTRUCTION: This Agreement shall be governed by and construed in accordance with the laws of the Lessee's State. Titles of sections of this Agreement are for convenience only
and shall not define or limit the terms or provisions hereof. Time is of the essence under this Agreement. This Agreement shall inure to the benefit of and shall be binding upon Lessor and
Lessee and their respective successors and assigns.This Agreement may be simultaneously executed in counterparts,each shall be an original with all being the same instrument.
APPLICATION NO.
2162709
Property Schedule to Tax-Exempt Lease/Purchase Agreement
This Property Schedule is entered into pursuant to the Tax-Exempt Lease/Purchase Agreement between Lessor and Lessee.
1. Interpretation: The terms and conditions of the Tax-Exempt Lease/Purchase Agreement(the"Agreement")are incorporated herein.
2. Commencement Date: The Commencement Date of this Property Schedule is the date that Lessor pays Vendor for the Property.
3. Property Description: The Property subject to this Property Schedule is described in Exhibit A,attached hereto. It includes all replacements, parts,
repairs,additions,accessions and accessories incorporated therein or affixed or attached thereto and any and all proceeds of the foregoing,including,
without limitation,insurance recoveries.
4. Term and Payments: Lease Term and Lease Payments are per the attached Exhibit B Amortization and Lease Payment Schedule. If the parties
enter into an escrow agreement for the acquisition of the Property,then the escrow agreement shall be attached hereto as Exhibit F. In lieu of the
Acceptance Date for commencement of Lease Payments, the date of deposit of the Property Cost into the escrow by Lessor shall be used.
Lessee shall have the option to prepay the Lease Payments due under this Property Schedule by paying the Termination Amount shown in the
attached Amortization and Lease Payment Schedule, plus any other amounts due and owing at the time of prepayment, subject to per diem
adjustment.
5. Certificate of Acceptance: Attached as Exhibit C,hereto.
6. Expiration: Lessor,at its sole determination,may choose not to accept this Property Schedule if the fully executed,original Agreement(including this
Property Schedule and all ancillary documents)are not received by Lessor at its place of business by 1/10/2017.
7. Property Cost: The total principal amount under this Property Schedule for the acquisition cost of the Property is$61.868.25.
8. Lessee's General and Incumbency Certificate: Lessee has provided the Lessee's General and Incumbency Certificate in the form attached as Exhibit
D,hereto.
9. Lessee's Counsel's Opinion: If required by Lessor,Lessee has provided the opinion of its legal counsel substantially in the form as attached as Exhibit
E,hereto.
10. Private Activity Issue: Lessee understands that among other things, in order to maintain the exclusion of the interest component of Lease Payments
from gross income for federal income tax purposes, it must limit and restrict the rights private businesses (including, for this purpose, the federal
government and its agencies and organizations described in the Code§ 501(c)(3)) have to use the Property. Each of these requirements will be
applied beginning on the later of the Commencement Date or date each portion of the Property is placed in service and will continue to apply until
earlier of the end of the economic useful life of the Property or the date the Agreement or any tax-exempt obligation issued to refund the Property
Schedule is retired(the"Measurement Period").
Lessee will comply with the requirements of Section 141 of the Code and the regulations thereunder which provide restrictions on special legal rights
that users other than Lessee or a state or local government or an agency or instrumentality of a state or a local government(an"Eligible User")may
have to use the Property. For this purpose,special legal rights may arise from a management or service agreement, lease, research agreement or
other arrangement providing any entity except an Eligible User the right to use the Property. Any use of the Property by a user other than an Eligible
User is referred to herein as"Non-Qualified Use".
Throughout the Measurement Period,all of the Property is expected to be owned by Lessee. Throughout the Measurement Period, Lessee will not
permit the Non-Qualified Use of the Property to exceed 10%.
11. Bank Qualification: Lessee designates this Agreement and Property Schedule as a"qualified tax-exempt obligation"as defined in Section 265(b)(3)(B)
of the Internal Revenue Code of 1986, as amended. Lessee reasonably anticipates issuing tax-exempt obligations (excluding private activity bonds
other than qualified 501(c)(3) bonds and including all tax-exempt obligations of subordinate entities of the Lessee) during the calendar year this
A reement and Property Schedule was funded,in an amount not exceeding$10,000,000.
Lessee initial here,if Bank Qualification is applicable.
IN WITNESS WHEREOF, Lessor and Lessee have caused this Property Schedule to be executed in their names by their duly authorized representatives.
KONICA MINOLTA PREMIER FINANCE 4RICCARDO GE OF OAK BR K
Lessor ee
l -A '
Signature Date nature Date
GINEX VILLAGE MANAGER
Print Name Title Print Title
X
Attest By Signature n '
&w k3rkss
Print Name Title
Exhibit A APPLICATION NO.
2162709
Property Description
VENDOR
KONICA MINOLTA PREMIER FINANCE
STREET ADDRESS CITY STATE ZIP
2001 BUTTERFIELD ROAD SUITE 900 DOWNERS GROVE IL 60515
PROPERTY •
QUANTITY DESCRIPTION SERIAL NUMBER PROPERTY LOCATION
3 BIZHUB C658 1200 OAK BROOK ROAD OAK BROOK,
IL 60523
8 BIZHUB C258 1200 OAK BROOK ROAD OAK BROOK,
IL 60523
LESSEE ACCEPTANCE
VILLAGE OF OAK BROOK' /
X VILLAGE MANAGER
NAME OF LESSEE SIGNARURt TITLE DATED
Exhibit B APPLICATION NO.
216270
Amortization and Lease Payment Schedule
Term:48 months
Payment Structure: MONTHLY
Interest Rate: 5.266%
If the Lease Payment Dates are not defined in this Amortization and Lease Payment Schedule,the first Lease Payment shall be due 30
days after the Commencement Date and each subsequent Lease Payment shall be due monthly thereafter.
Termination
Payment Lease Interest Principal Outstanding amount(After
Number Payment Portion Portion Balance making Said
Payment)
Beginning
Balance 61,868.25
1 1,432.25 271.50 1,160.75 60,707.50 62,528.73
2 1,432.25 266.41 1,165.84 59,541.66 61,327.91
3 1,432.25 261.29 1,170.96 58,370.70 60,121.82
4 1,432.25 256.15 1,176.10 57,194.60 58,910.44
5 1,432.25 250.99 1,181.26 56,013.34 57,693.74
6 1,432.25 245.81 1,186.44 54,826.90 56,471.71
7 1,432.25 240.60 1,191.65 53,635.25 55,244.31
8 1,432.25 235.37 1,196.88 52,438.37 54,011.52
9 1,432.25 230.12 1,202.13 51,236.24 52,773.33
10 1,432.25 224.84 1,207.41 50,028.83 51,529.69
11 1,432.25 219.54 1,212.71 48,816.12 50,280.60
12 1,432.25 214.22 1,218.03 47,598.09 49,026.03
13 1,432.25 208.88 1,223.37 46,374.72 47,765.96
14 1,432.25 203.51 1,228.74 45,145.98 46,500.36
15 1,432.25 198.12 1,234.13 43,911.85 45,229.21
16 1,432.25 192.70 1,239.55 42,672.30 43,952.47
17 1,432.25 187.26 1,244.99 41,427.31 42,670.13
18 1,432.25 181.80 1,250.45 40,176.86 41,382.17
19 1,432.25 176.31 1,255.94 38,920.92 40,088.55
20 1,432.25 170.80 1,261.45 37,659.47 38,789.25
21 1,432.25 165.26 1,266.99 36,392.48 37,484.25
22 1,432.25 159.70 1,272.55 35,119.93 36,173.53
23 1,432.25 154.12 1,278.13 33,841.80 34,857.05
24 1,432.25 148.51 1,283.74 32,558.06 33,534.80
25 1,432.25 142.88 1,289.37 31,268.69 32,206.75
26 1,432.25 137.22 1,295.03 29,973.66 30,872.87
27 1,432.25 131.54 1,300.71 28,672.95 29,533.14
28 1,432.25 125.83 1,306.42 27,366.53 28,187.53
29 1,432.25 120.09 1,312.16 26,054.37 26,836.00
30 1,432.25 114.34 1,317.91 24,736.46 25,478.55
31 1,432.25 108.55 1,323.70 23,412.76 24,115.14
32 1,432.25 102.74 1,329.51 22,083.25 22,745.75
33 1,432.25 96.91 1,335.34 20,747.91 21,370.35
34 1,432.25 91.05 1,341.20 19,406.71 19,988.91
35 1,432.25 85.16 1,347.09 18,059.62 18,601.41
36 1,432.25 79.25 1,353.00 16,706.62 17,207.82
37 1,432.25 73.31 1,358.94 15,347.68 15,808.11
38 1,432.25 67.35 1,364.90 13,982.78 14,402.26
39 1,432.25 61.36 1,370.89 12,611.89 12,990.25
40 1,432.25 55.35 1,376.90 11,234.99 11,572.04
41 1,432.25 49.30 1,382.95 9,852.04 10,147.60
42 1,432.25 43.23 1,389.02 8,463.02 8,716.91
43 1,432.25 37.14 1,395.11 7,067.91 7,279.95
44 1,432.25 31.02 1,401.23 5,666.68 5,836.68
45 1,432.25 24.87 1,407.38 4,259.30 4,387.08
46 1,432.25 18.69 1,413.56 2,845.74 2,931.11
47 1,432.25 12.49 1,419.76 1,425.98 1,468.76
48 1,432.25 6.27 1,425.98 0.00 0.00
68,748.00 6,879.75 61,868.25
This Amortization and Lease Payment Schedule is hereby verified as correct by the undersigned,who acknowledges receipt of a copy.
LESSEE ACCEPTANCE
VILLAGE OF OAK BROOK X I VILLAGE MANAGER
NAME OF LESSEE SIGNATURt TITLE DATED
Exhibit D APPLICATION NO.
2162709
Lessee's General and Incumbency Certificate
[GENERAL CERTIFICATE
Re: Tax-Exempt Lease/Purchase Agreement and Property Schedule dated as of , between VILLAGE OF OAK BROOK, as Lessee
("Lessee")and KONICA MINOLTA PREMIER FINANCE as Lessor.
The undersigned,being the duly elected,qualified and acting official of Lessee holding the title stated in the signature line below,does hereby certify as
of the date of this Certificate and the date of the Agreement(as defined below),as follows:
1. If required by applicable law,Lessee did,at a meeting of the governing body of the Lessee,by resolution or ordinance duly enacted,in accordance
with all requirements of law, approve and authorize the execution and delivery of the above-referenced Property Schedule (the "Property
Schedule")and the Tax-Exempt Lease/Purchase Agreement(the"Agreement")by the undersigned.
2. If the aforementioned meeting(s)was required by applicable law,the meeting(s)of the governing body of the Lessee at which the Agreement and
the Property Schedule were approved and authorized to be executed was duly called,regularly convened and attended throughout by the requisite
quorum of the members thereof,and the enactment approving the Agreement and the Property Schedule and authorizing the execution thereof has
not been altered or rescinded. All meetings required by applicable law of the governing body of Lessee relating to the authorization and delivery of
Agreement and the Property Schedule have been: (a) held within the geographic boundaries of the Lessee; (b)open to the public, allowing all
people to attend;(c)conducted in accordance with internal procedures of the governing body;and(d)conducted in accordance with the charter of
the Lessee,if any,and the laws of the State.
3. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default or a
Nonappropriation Event(as such terms are defined in the Agreement)exists at the date hereof with respect to this Property Schedule under the
Agreement.
4. The acquisition of all of the Property under the Agreement and the Property Schedule has been duly authorized by the governing body of Lessee.
5. Lessee has, in accordance with the requirements of law,fully budgeted and appropriated sufficient funds for the current budget year to make the
Lease Payments scheduled to come due during the current budget year under the Agreement and the Property Schedule and to meet its other
obligations for the current budget year and such funds have not been expended for other purposes.
6. As of the date hereof, no litigation is pending, (or,to my knowledge,threatened)against Lessee in any court(a)seeking to restrain or enjoin the
delivery of the Agreement or the Property Schedule or of other agreements similar to the Agreement; (b)questioning the authority of Lessee to
execute the Agreement or the Property Schedule, or the validity of the Agreement or the Property Schedule, or the payment of principal of or
interest on,the Property Schedule;(c)questioning the constitutionality of any statute,or the validity of any proceedings, authorizing the execution
of the Agreement and the Property Schedule;or(d)affecting the provisions made for the payment of or security for the Agreement and the Property
Schedule.
IN WITNESS WHEREOF,the undersigned has signed this Certificate on the date stated below.
VILLAGE OF OAK BROOK
VILLAGE MANAGER
Lessee Signature of Person to Sign Agreement Print Title of Person to Sign Agreement
RICCARDO GINEX 1— �"/
Print Name of Person to Sign Agreement Print Date that Above Person Signed this Certificate
NCUMBENCY CERTIFICAT
Re: Tax-Exempt Lease/Purchase Agreement and Property Schedule dated as of , between VILLAGE OF OAK BROOK, as Lessee
("Lessee")and KONICA MINOLTA PREMIER FINANCE as Lessor("Agreement").
The undersigned, being the duly elected,qualified and acting Secretary,Clerk,or other duly authorized official or signatory of the Lessee does hereby
certify,as of the date of this Certificate and the date of the Agreement(as defined in the General Certificate above),as follows:
As of the date of the meeting(s) of the governing body of the Lessee at which the above-referenced Agreement and the Property Schedule were
approved and authorized to be executed, and as of the date hereof,the below-named representative of the Lessee held and holds the office set forth
below,and the signature set forth below is his/her true and correct signature.
NAME TITLE SIGNATURE
OF PERSON SIGNING AGREEMENT OF PERSON SIGNING OF PERSON SIGM4G AGREEMENT
AGREEMENT
RICCARDO GINEX VILLAGE MANAGER
IN WITNESS WHEREOF,the undersigned has signed this Certificate on the date stated below.
X 1/',11l.e�lL
S' of Secretary,Clerk or other duly authrri�4d official or sig ory of Lessee(Cannot be same as Person Signing Agreement) Print Title of PerNbn who signed this CerMicate
Print .erne o Person igmng this Certificate Print Da t Above erson Signed tlws Cerfificate
AGREEMENT NO.
2162709
Addendum (Illinois)
THIS ADDENDUM,which is entered into as of between KONICA MINOLTA PREMIER FINANCE("Lessor")and VILLAGE OF OAK
BROOK ("Lessee"), is intended to modify and supplement the Property Schedule (the "Property Schedule") to the Tax-Exempt
Lease/Purchase Agreement between Lessor and Lessee dated as of (the "Agreement"). Capitalized terms not otherwise
defined herein shall have the meanings set forth in the Agreement.
In addition to the representations, warranties and covenants of Lessee set forth in the Agreement, Lessee, represents, warrants and
covenants for the benefit of Lessor as follows:
(a) If Lessee is a county,the debt limitations applicable to Lessee, including but not limited to the limitations imposed by 111.
Ann.Stat. Ch. 55,§§5/5-1012, 5/5-1083(which provide in substance that the total amount of Lease Payments payable,when aggregated
with existing indebtedness, may not exceed 5.75 percent of the value of the taxable property of Lessee), have not been exceeded[attach
computation of such test].
(b) If Lessee is a municipality:
(i) The debt limitations applicable to Lessee, including but not limited to the limitations imposed by III.
Ann. Stat. Ch. 65, §5/11-61-3 (which provides in substance that the total amount of Lease Payments payable, when aggregated with
existing indebtedness, may not exceed 8.625 percent of the value of the taxable property of Lessee), have not been exceeded (attach
computation of such test],'
(ii) The Property Schedule has been approved by two-thirds of the members of the governing body of
Lessee.
(c) If Lessee is a school district, the Property Schedule has been approved by two-thirds of the members of the governing
body of Lessee;
IN WITNESS WHEREOF, Lessor and Lessee have caused this Addendum to be executed in their names by their duly authorized
representatives as of the date first above written.
KONICA MINOLTA PREMIER FINANCE VILLA OF OAK BROOK
Lessor Less e
Signature
ign ur
Print Name Title Title Date
X
Attest r10* 4. U` t
Print Name Title
Order Package:S00324782
11/22/16 04:46 PM
Page 007 of 007
KONICA MINOLTA
Order Package Acceptance Agreement
Customer Name/Address:
VILLAGE OF OAK BROOK
1200 OAK BROOK RD
OAK BROOK, IL 60523-2202
Customer's signature below constitutes Customer's acceptance of the preceding forms in this Order Package (as identified by
Order Package ID S00324782 time stamped 11/22/16 04:46 PNI).
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 http://kmbs.konicaminolta.us/MaintenanceTerms-M93C terms of which are incorporated into this
Agreement. 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
----- C
Name: Ri -C. 21a[7
Name:
(Pie rint) (Please Print)
t . nature Signature:
Title: Date:
KMBS Manager
Date:
Name:
(Please P nt)
Signature:
Date: iL3 C
KONICA MINOLTA BUSINESS SOLUTIONS U.S.A.,INC. Form 3022L-090115-OS
100 Williams Drive,Ramsey,NJ 07446 (201)825-4000 www.kmbs.konicaminolta.us
Order Package:500324782
11/22/16 04:46 PM
KONICA MINOLTA Page 004 of 007
Maintenance Agreement
Customer Information
Sold to Acct#: 0000812901 Payer/Bill to Acct#: Ship to Acct#:
Name: VILLAGE OF OAK BROOK
Name: VILLAGE OF OAK BROOK Name: VILLAGE OF OAK BROOK
Attn/Dept: Attn/Dept: Attn/Dept:
Ste/Rm:
Ste/Rm: Ste/Rm:
Address: Address: 1200 OAK BROOK RD
Address: 1200 OAK BROOK RD 1200 OAK BROOK RD
City: OAK BROOK
City: OAK BROOK City: OAK BROOK State: Zip: anG�z_��09
IL
State: Zip: 602?-920 II
State: "p: Fnc93_2909 II
Tax Exempt Customer? ffi Yes ❑ No Tax Exemption Number:
Tax Exemption Certificate must be attached when applicable.
PO Required? ❑ Yes X No PO Number:
PO Expiration Date: PO must be attached when applicable.
Ph.
❑ Individual PO 11 Blanket PO PO Contact:
Email:
Fleet Manager? ❑ Yes 5t No Name:
Email: Ph.
a. .
MFP Wide Format
Coverage Options: Select Options:
Select Options:
N Supply Inclusive X Staples Included El Toner(Black Only)
❑ After Hours Service-Requires After Hours Agreement ❑ 201b Bond Roll Paper
N Decline Digital Connected Support* ❑ Decline Digital Connected Support*
*Digital Connect Support will be added automatically billed at$12.00 per serial number monthly,unless declined above.
MFP Wide Format
Billing Options: ❑ 36 ❑ 48 ❑ 60 ❑ Other
Initial Term in Months: //„❑ M 36 48 0 Other
!�`i�f Quartery ❑ Annually ❑ Monthly
Flat Rate Frequency: I�"Mottt111p ❑ Monthly
Meter Frequency: 181 Monthly ❑ u ery 1:1 Annually
y
Aggregate Volume: ❑ B/W ❑ Color
All Devices
Effective Date: X On Install ❑ Date:
Billing Day: IK Selected by KMBS ❑ Preferred Day: (29th,30th,and 31st are not an available selection) Internal Use
Ma I intenance Pricing MA#:
MFP Monthly Minimum Monthly Flat Rate$ Cost Per Copy Rate$ Price Wan
Start Meter Sub Fled
Item Model Description Serial Number Type Volume 0.03800
Color
1 BIZHUB C258 COPIER/ B/W 0.00400
PRINTER
Color 0.03800
2 BIZHUB C258 COPIER/ B/W 0.00400
PRINTER Color 0.03800
3 BIZHUB C258 COPIER/ B/W
PRINTER
jfJ Additional Equipment on Schedule B
Wide Format Monthly Minimum Cost Per Square Foot
Monthly Flat Rate$ Rate$ Start Meter Sub Fleet Price Wan
Item Model Description Serial Number Type Volume(Sq.Feet)
Color
1 B/yy
❑ Additional Equipment on Schedule C
Comments
Maintenance: ❑ with Equipment Order ❑ Maintenance Only O Billed by KMBS ❑ Biped by Lease Company ❑ Dealer Serviced Sales District
Sales Rep Number Sales Rep Name Sales Rep Email Address
JTRUBICH KMBS.KONICAMINOLTA.US 24404
Originating: 2448059 JOSEPH TRUBICH Processed
Order Taking: 2448059 JOSEPH TRUBICH JTRUBICH KMBS.KONICAMINOLTA.US
JTRUBICH KMBS.KONICAMINOLTA.US Branch 11 Windsor
Servicing: 2448059 JOSEPH TRUBICH
Form:1011-090115-0S
KONICA MINOLTA BUSINESS SOLUTIONS U.S.A.,INC.
100 Williams Drive,Ramsey,NJ 07446 (201)825-4000 www.kmbs.konicaminolta.us
Order Package:S00324782
11/22/16 04:46 PM
ICONICA MINOLTA Page 005 of 007
Maintenance Agreement
Additional Louioment -Schedule B internal Use
maintenance Pricing MA N:
MFIP Monthly Minimum Monthly Flat Rate$ Cost Per Copy Rate$ Start Meter Sub Fleet Price Plan
Item Model Description Serial Number Type Volume
0.03800
Color
1 BIZHUB C258 COPIER/P B/W 0.00400
RINTER
Color 0.03800
2 BIZHUB 0258 COPIER/P B/W 0.00400
RINTER
Color 0.03800
3 BIZHUB C258 COPIER/F 0.00400
RINTER
Color 0.03800
4 BIZHUB C258 COPIER/P
RINTER B/W 0.00400
Color 0.03800
5 BIZHUB C258 COPIER/P B/W 0.00400
RINTER
Color 0.03800
6 BIZHUB C658 COPIER/P B/W 0.00400
RINTER
Color 0.03800
7 BIZHUB C658 COPIER/P B/W 0.00400
RINTER
Color 0.03800
8 BIZHUB C658 COPIER/F B/W 0.00400
RINTER
Color
9 B/W
Color
10 B/W
Color
11 B/W
Color
12 B/W
Color
13 B/W
Color
14 —B/—W-
Color
15 B/W
Color
16 B/W
Color
17 W
Color
Color
18 W 19
Color
20 B/W
Color
21 B/W
Color
22 B/W
Color
23 B/W
Color
24 B/W
Color
25 B/W
Color
26 B/W
Color
27 B/W
28 Color
B/W
KONICA MINOLTA BUSINESS SOLUTIONS U.S.A.,INC. Form:1011 B-090115-OS
100 Williams Drive,Ramsey,NJ 07446 (201)825-4000 www.kmbs.konicaminolta.us