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R-1920 - 01/12/2021 - AGREEMENTS - Resolutions Exhibits Sylwia Slodyczka From: Rania Serences Sent: Wednesday, March 24, 2021 11:52 AM To: Sylwia Slodyczka Subject: FW: Countersigned Paperwork Attachments: 500-0634083-000 COC.pdf Please print the attached and include with the Multi-Function Devices folder in the files and on Laser fiche. Thank You Rania Serences, CPPB ' Rania Serences Senior Purchasing Assistant Village of Oak Brook r r+f��,,��•� r 1200 Oak Brook Rd. Oak Brook, IL 60523 ,.4 r+ • *, Phone: 630.368.5164 y.f Fax: 630.368.5165 Email: rserences(aboak-brook.ora ".' Web: http://www.oak-brook.oM Follow us: This electronic message and any attached files contain information intended for the exclusive use of the individual(s) or entity to whom it is addressed and may contain information that is proprietary, confidential and/or exempt from disclosure under applicable law, including protected health information (PHI). If you are not the intended recipient or the employee or agent, you are hereby notified that any viewing,copying, disclosure or distribution of the information may be subject to legal restriction or sanction and is strictly prohibited. If you have received this communication in error, please notify the sender by return electronic message or telephone, and destroy the original message without making any copies. Unless otherwise stated, any opinions expressed in this electronic message are those of the author and are not endorsed by the Village. Electronic messages sent to and from the Village of Oak Brook may be subject to discovery under the IL Freedom of Information Act. Think Green! Please consider our environment before printing this electronic message. From:Jim Fox<jfox@oak-brook.org> Sent:Wednesday, March 24, 202111:07 AM To: Rania Serences<rserences@oak-brook.org> Subject: FW: Countersigned Paperwork Rania, Will you be giving this Sylwia? Jim This electronic message and any attached files contain information intended for the exclusive use of the individual(s)or entity to whom it is addressed and may contain information that is proprietary, confidential and/or exempt from disclosure under applicable law, including protected health information (PHI). If you are not the intended recipient or the employee or agent, you are hereby notified that any viewing,copying, disclosure or distribution of the information may be subject to legal restriction or sanction and is strictly prohibited. If you have received this communication in error, please notify the sender by return electronic message or telephone,and destroy the original message without making any copies. Unless otherwise stated,any opinions expressed in this electronic message are those of the author and are not endorsed by the Village. Electronic messages sent to and from the Village of Oak Brook may be subject to discovery under the IL Freedom of Information Act. Think Green! Please consider our environment before printing this electronic message. 1 From:Zachary Speaker [mailto:zspeaker kmbs.konicaminolta us] Sent: Wednesday, March 24, 202111:01 AM To:Jim Fox<lfox@oak-brook.org>; Rania Serences<rserences@oak-brook.ore> Cc:Antonette Tobin <atobin@kmbs.konicaminolta.us> Subject:Countersigned Paperwork CAUTION: This email message originated from outside of the Village's email system. Do not click links or open attachments unless you recognize the sender and know the content is safe. Good Morning Jim, I hope you are doing well. I have attached the countersigned paperwork for the new machines. Please let me know if you need anything else from me. Thank you, ZACH SPEAKER Named Account Executive- Government Specialist Konica Minolta Business Solutions U.S.A., Inc. 2001 Butterfield Road Suite 900 Downers Grove, IL 60515 Office: 630-271-6989 Visit us: Count on Konica Minolta Disclaimer 2 Tax-Exempt Lease/Purchase Agreement APPLICATION NO I F 2675835 LESSOR:ACCEPTED BY / TO BY LESSEE: FUL LEGAL NAME FULL LEGAL NAME KONICA MINOLTA PREMIER FINANCE Village of Oak Brook STREET ADDRESS STREET ADDRESS 1310 Madrid Street. Suite 101 1200 OAK BROOK RD CITY STATE ZIP CITY STATE ZIP Marshall _ MN 56258 OAK BROOK IL 60523 SIGNATURE DATE SIG TUR GATE PRINT NAME PRINT Jamie Moua RICCARDO GINEX TITLE TELEPHONE NUMBER TITLE TELEPHONE NUMBER s __ 800-328-5371VIII a Manager 630-368-5174 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 coed tions set forth in the Property Schedule This Tax•Exernpt LeasetPurchase Agreement together with the PmPerty Schedule shall be defined as the`Agreement.' LEASE TERM, The Lease Term of the Property listed n the Property Schedule (the Lease Term'j shall commence upon the commencement dale of the Property Schedule(the -Commencement Date') The Lease Term shall consist of an original term(the-Original Term') commenting on such Commencement Date and continuing though thhe end of Lessees then-current fiscal year,and a series of successive renewal terms(each,a-Renewal Term-).each contemporaneous with Lessee's budget year,with the final Renewal Term ending as provided in the Property Schedule This Agreement cannot be canceieed or terminated by Lessee except as expressly prov ded here This Agreement is a tnple net lease LEASE PAYMENTS: Lessee shall pay rent to Lessor for the Properly in the amounts,and on the dates specfied,in the Property Schedule Lessor and Lessee intend that the obligation of Lessee to pay Lease Payments hereunder shaft not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional!or sta"limilations or requirements concerning the creation of indebtedness by Lessee nor shah anything contained herein constitute a pledge of the general tax revenues.funds or monies o'Lessee NO OFFSET: SUBJECT TO THE RIGHT TO NON-APPROPRIATE.SET FORTH BELOW THE OBUGATIONS OF LESSEE TO PAY THE LEASE PAYMENTS DUE UNDER THE PROPERTY SCHEDULE AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED N 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 LESSEES 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: Lessee shall pay a late charge of five cents per dollar or We highest amount permitted by applicable law whichever rs lower,on aft delinquent Lease Payments and interest on said delinquent amounts from the date such amounts were due until paid at the rate o`12%per annum or the maximum amount permuted by law,whichever is less MAINTENANCE OF PROPERTY: At all times during the Lease Term Lessee shallat Lessee's own cost and expense.maintain,preserve and keep the Property in good wanting order, and condition and from same to Ome make or cause to be made all necessary and proper repairs replacements and renewals to the Property which shaft become part of the Property The Property is and will remain personal property INSURANCE OF PROPERTY: Al risk of lass to the Property shah be borne 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 ce tificate 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 insifrance 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 AN 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 rot cancel the policy or modify it matenally or adversely to the interest of the Lessor without fest giving wntle^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, hnckAng substitutions. repairs replacements and renewals.and the proceeds thereof whch is a first ken thereon Lessee hereby authorizes Lesson to file all financing stalements which Lessor deems necessary or appropriate to establish,maintain and perfect such security,interest Provided there does not exist an Event of Default cr Nonappropnation Event 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 shat)have occurred and be continuing under this Agreement and this Agreement shah not have been earlier terminated with respect to the Property,then,at the end o'the Lease Term with respect to any item o' Property,Lessors interest in such Property shag terminate Unless otherwise required by law.lite to the Property shah be in the name of lessee subject to Lessors interest hereunder TAX EXEMPTION: The parties contemplate that interest payable under thus Agreement will be excluded from gross income for federa 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 authortty,not to be exempt from taxation Lessee agrees that the interest rate shat be adjusted,as of the date of loss o' 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 0 the determination is based upon the individual tax circumstances of the Lessor or a finding tial the party seeking to exckAe 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 (al Lessee is a State possession or 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 d Lessee is incorpoatedL 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 th rigs 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)unsdiction and by a resolution of its governing body(which resolution,if requested by Lessor_is attached hereto) to execule and deliver this Agreement and to carry out its obligations hereunder.(c)all legal requirements have been met and procedures have been followed. nclurding public bidding it order to ensure the enforceability of this Agreement.(d)the Properly will be used by Lessee only for essentiv governmental or proprietary functons of Lessee consistent with the scope of Lessee's authority and will not be used in a trade on business of any person or entity by the federal gooernmeni or for any personal,farruly or household use Lessee's need for he Property is not expected to diminish during the lerrr of the Agreement (e)Lessee has funds available to pay Lease Payments urht4 Che end of its current appropriation Period and 0 intends to request funds to make Lease Payments in each:appropriation period,from now unbl the end of the term of this Agreement,(f)Lessee shall comply at all times with an applicable requirements of the Code including bul 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 wth respect to this Agreement,which tacks 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 frost page of this Agreement Lessee will not change its legal name in any respect w1ricut giving thirty(30)days prior written notice to Lessor RISK OF LOSS COVENANTS: Lessee shall not be required to indemnity or hold Lessor harmless against labiktes 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 clams 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 th.s Agreement(such failure to appropriate,a'Nonnappropriation Event').this Agreement shall terrninate 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 a Nonappropriation 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. t 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 coning due that is attributable to the number of days after the lerminatior 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 requiredlessee shall notify Lessor in writing within seven(7)days after the talkie 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 A Nonapprophation Event shall not constitute an Event of Default hereunder. ASSIGNMENT BY LESSEE: Withoul 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 or Lessor hereunder without the necessity of providing notice to or obtaining the consent of Lessee;provided that Lessee shall have no obligation to make payments to any assignee unless and until Lessee has received notice of the name,address and tax identification number of the assignee. The initial Lessor or its assignee(s)shall maintain a register of all assignees of this Agreement To the extent permitted by applicable law,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 vMl 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)cornsecutive 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 Ne Lessee.insolvency business failure.failure to pay debts as they mature.or appointment of a recover 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 lime(hereafter.Lessor may,without any further notice,exercise one or more of the Wowing remedies as Lessor in its sole discretion shall elect (a)terminate the Agreement and an of Lessee's rights hereunder as to any or all items of Property,(b)reouire Lessee,at Lessee's expense to return any or all items of Property wherever found to Lessor at such place within the United States as Lessor may designate,and for this purpose Lessor may enter upon Lessee's premises where any item of Property is located and remove such item of Property free from at 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 than due under the Property Schedule and this Agreement,and(iii)pay Lessors 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,except with respect to Lessor s tests and expenses associated with disposition of the Property,(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 I or take any and all actions to which Lessor shall be entitled under applicable law. No right cr 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 of remedy given hereunder or now or hereafter existing at law of in equity or by statute or otherwise and may be enforced concurrently therewith or from time to bine. Lessee and Lessor hereby irrevocably waive all right to trial by jury in any action.proceeding o counterclaim(whether based on contract tort or othe msel arising out o' or relating to this Agreement COSTS AND ATTORNEY FEES: Upon the occurrence of an Event of Default by Lessee in the performance of any term of this Agreement Lessee agrees to pay to Lessor or reimburse Lessor for.in addition to ail other amounts due hereunder all of Lessor's Pests of collection,including reasonable attorney fees whether or not suit or action is filed thereon. Any such costs shall be immediately due and payable upon written notice and demand given to Lessee,shall be secured by this Agreement until paid and shall bear interest at the rate of 12%per annum or the maximum amount permitted by law,whichever is less. In the event suit or action is instituted to enforce any of the terms of this Agreement the prevailing party shall be entitled to recover from the other party such sum as the court may adjudge reasonable as attorneys'fees at trial of on appeal of such suit or action or in any benkruptcy proceeding,in addition to all other sums provided by law. NOTICES: All notices,and other communications provided for herein shall be deemed given when delivered or mailed by certri mail.postage prepaid,addressed to lessor or Lessee at their respective addresses set forth herein or such other addresses as either of the parties thereto may designate in writing 10 the other from time to lime for such purpose AMENDMENTS: This Agreement may not be amended except in writing signed by both parties CONSTRUCTION: This Agreement shall be governed by and constnied in accordance with the laws of the Lessee's State. Tides of sections of this Agreement are for convenience only and shah not define or limit the terns 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 heir respective successors and assigns This Agreement may be simuftaneousty executed in counterparts each shall be an original with all being the same instrument APPLICATION NO. 2675835 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 Endre Agreement Interpretation: The terms and conditions of the Tax-Exempt Lease/Purchase Agreement (the 'Agreement') are incorporated herein. The Agreement, this Property Schedule and the associated documents hereto constitute the entire agreement between Lessor and Lessee with respect to the Property and supersede any purchase order,invoice,request for proposal,response or other related document 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,pans. 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 Pavments 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 Neu 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 4115/2021 7. Ply Cost The total principal amount under this Property Schedule for the acquisition cost of the Property is$64,894.64. 8. Lessee's General and Incumbency Certificate: Lessee has provided the Lessees 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 Emit and restrict the rights private businesses (including, for this purpose, the federal government and its agencies and organizations described in the Code § 501(cx3))have to use the Property Each of these requirements will be applied beginning on the later of the Commencement Date of 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 lax-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 oCmer 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-Qualifled 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 reement and Property Schedule was funded,in an amount not exceeding$10,000,000 =* &'Cessee 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 Village of Oak Brook Lessor L sge /'/Gr9GLl,� SignatureDate Signet a Date Jamie Mona L��tsu2� Spe1;� RICCARDO GINEX _ Village Manager Print Name Title P' Title X Ai, es y Signature Print Name Title Exhibit A [:-- I -APPLICATION NO 2675835 Property Description VENDOR KONICA MINOLTA BUSINESS SOLUTIONS STREET ADDRESS CIT1f STATE ZIP 2001 BUTTERFIELD RD DOWNERS GROVE IL 60515 PROPERTY DESCRIPTION QUANTITY DESCRIPTION SERIAL NUMBER PROPERTY LOCATION 4 KONICA MINOLTA BIZHUB C6501 1200 OAK BROOK RD OAK BROOK IL 60523 1 KONICA MINOLTA BIZHUB C2501 1200 OAK BROOK RD OAK BROOK IL 60523 2 KONICA MINOLTA BIZHUB C2501 600 Oak Brook Rd OAK BROOK IL 60523 1 KONICA MINOLTA BIZHUB C2501 800 Oak Brook Rd OAK BROOK IL 60523 1 KONICA MINOLTA BIZHUB C2501 _ 2606 York Rd OAK BROOK IL 60523 1 KONICA MINOLTA BIZHUB C2501 3003 Jone St OAK BROOK IL 60523 1 KONICA MINOLTA BIZHUB C2501 725 Enterprise rd OAK BROOK IL 60523 LESSEE ACCEPTANCE Village of Oak Brook XVillage Manager NAME OF LESSEESIGNATA nrt f OATS APPLICATION NO Kddb it s f 2675835 Amortization and Lease Payment Schedule Term;48 months Payment Structure: Monthly in arrears Interest Rate: 4,891% 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 Amount(After Payment Lease Interest Principal Outstanding Making Said No. I Payment I Portion I Portion Balance Payment) Beginning Balance 64,894.64 1 1,491.28 264.51 1,226.77 63,667.87 65,577.91 2 1,491.28 259.51 1,231.77 62,436.10 64,309.18 3 1,491.28 254.49 1,236.79 61,199.31 63,035.29 4 1,491.28 249.45 1,241.83 59,957.48 61,756.20 5 1,491.28 244.38 1,246.90 58,710.58 60,471.90 6 1,491.28 239.30 1,251.98 57,458.60 59,182.36 7 1,491.28 234.20 1,257.08 56,201.52 57,887.57 8 1,491.28 229.08 1,262.20 54,939.32 56,587.50 9 1,491.28 223.93 1,267.35 53,671.97 55,282.13 10 1,491.28 218.76 1,272.52 52,399.45 53,971.43 11 1,491.28 213.58 1,277.70 51,121.75 52,655.40 12 1,491.28 208.37 1,282.91 49,838.84 51,334.01 13 1,491.28 203.14 1,288.14 48,550.70 50,007.22 14 1,491.28 197.89 1,293.39 47,257.31 48,675.03 15 1,491.28 192.62 1,298.66 45,958.65 47,337.41 16 1,491.28 187.33 1,303.95 44,654.70 45,994.34 17 1,491.28 182.01 1,309.27 43,345.43 44,645.79 18 1,491.28 176.67 1,314.61 42,030.82 43,291.74 19 1,491.28 171.32 1,319.96 40,710.86 41,932.19 20 1,491.28 165.94 1,325.34 39,385.52 40,567.09 21 1,491.28 160.53 1,330.75 38,054.77 39,196.41 22 1,491.28 155.11 1,336.17 36,718.60 37,820.16 23 1,491.28 149.66 1,341.62 35,376.98 36,438.29 24 1,491.28 144.20 1,347.08 34,029.90 35,050.80 25 1,491.28 138.70 1,352.58 32,677.32 33,657.64 26 1,491.28 133.19 1,358.09 31,319.23 32,258.81 27 1,491.28 127.66 1,363.62 29,955.61 30,854.28 28 1,491.28 122.10 1,369.18 28,586.43 29,444.02 29 1,491.28 116.52 1,374.76 27,211.67 28,028.02 30 1,491.28 110.91 1,380.37 25,831.30 26,606.24 31 1,491.28 105.29 1,385.99 24,445.31 25,178.67 32 1,491.28 99.64 1,391.64 23,053.67 23,745.28 33 1,491.28 93.97 1,397.31 21,656.36 22,306.05 34 1,491.28 88.27 1,403.01 20,253.35 20,860.95 35 1,491.28 82.55 1,408.73 18,844.62 19,409.96 36 1,491.28 76.81 1,414.47 17,430.15 17,953.05 37 1,491.28 71.04 1,420.24 16,009.91 16,490.21 38 1,491.28 65.26 1,426.02 14,583.89 15,021.41 39 1,491.28 59.44 1,431.84 13,152.05 13,546.61 40 1,491.28 53.61 1,437.67 11,714.38 12,065.81 41 1,491.28 47.75 1,443.53 10,270.85 10,578.98 42 1,491.28 41.86 1,449.42 8,821.43 9,086.07 43 1,491.28 35.96 1,455.32 7,366.11 7,587.09 44 1,491.28 30.02 1,461.26 5,904.85 6,082.00 45 1,491.28 24.07 1,467.21 4,437.64 4,570.77 46 1,491.28 18.09 1,473.19 2,964.45 3,053.38 47 1,491.28 12.08 1,479.20 1,485.25 1,529.81 48 1,491.28 6.03 1,485.25 0.00 0.00 71,581.44 6,686.80 64,894.64 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 , Village-Manager NAME OF LESSEE -- f t SIGNATUF TITLE .TED Exhibit CAPPLICATION NO 2615835 Certificate of Acceptance This Certificate of Acceptance is pursuant to Tax-Exempt Lease/Purchase Agreement dated as off 1r nd the related Property Schedule, between Lessor and Lessee(the`Agreement"), -} 1 Property Acceptance. Lessee hereby certifies and represents to Lessor that the Property referenced in the Agreement has been acquired, made, delivered, installed and accepted as of the date indicated below. Lessee has conducted such inspection and/or testing of the Property as it deems necessary and appropriate and hereby acknowledges that it accepts the Property for all purposes. Lessee will immediately begin making Lease Payments in accordance with the times and amounts specified herein. LESSOR MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPLIED. AS TO ANY MATTER WHATSOEVER, INCLUDING,WITHOUT LIMITATION, THE DESIGN, OPERATION OR CONDITION OF, OR THE QUALITY OF THE MATERIAL, EQUIPMENT OR WORKMANSHIP IN, THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE STATE OF TITLE THERETO OR ANY COMPONENT THEREOF, THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE). AND LESSOR HEREBY DISCLAIMS THE SAME; IT BEING UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE "AS IS" ON THE DATE OF THIS AGREEMENT OR THE DATE OF DELIVERY, WHICHEVER IS LATER,AND ALL SUCH RISKS, IF ANY,ARE TO BE BORNE BY LESSEE, 2 Billing Address. If billing address differs from the address listed on the Tax-Exempt Lease/Purchase Agreement please list below. 61LLMIG NAME ' STREET AoDRESS =CITY -===STATE Zip IN WITNESS WHEREOF, Lessee has caused this Certificate of Acceptance to be executed by their duly authorized representative. 0=1 Acceptance D e ViOak Brook L ssee X Signat e RICCARDO GINEX _ Village Manager Print Name Title Exhibit D APPLICATION NO 2675835 Lessee's general and Incumbency Certificate GENERAL CERTIFICA Re: Tax-Exempt Lease/Purchase Agreement and Property Schedule dated as of r tween 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 thelow,does hereby certify as of the date of this Certificate and the date of the Agreement(as defined below),as follows: t. 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 ant 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 duty 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 execubon of the Agreement and the Property Schedule:or(d)affecting the provisions made for the payment of or s Schedule ecurity for the Agreement and the Property IN WITNESS WHEREOF,the undersigned has signed this to on the date ed below. Village of Oak Brook r. Village Manager Leasee Signature Person to sign AgrNnurp _- Print Tale or Pe7on to Sign AgreerneM RICCARDO GINEX Print Name of Parson to Sign ApreamaM Oab Avow Parson Sgnad this Gnificam INCUMBENCY 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('Agreement-) The undersigned,being the duly elected, qualified and acting Secretary, Clerk,or other duty 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 belownamed 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 SIGNAT RE OF PERSON SIGNING AGREEMENT OF PERSON SIGNING PERSON SIG AGREEMENT AGREEMENT RICCARDO GINEX Village Manager_ IN WITNESS WHEREOF.the undersigned has signed this Certificate on the date stated below r ��-e Secretary,Clerk or o!f+er duly eutho-ized official or signatory of lessee(Cannot be sa as Preen S. nl l ng Agreement) Print Title of Person wflo signed this Certificate Pnnt Name of Person Signing this Cer4tcak that P. signed this CertAcale