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HomeMy WebLinkAboutContractPage 1 of 3KM Process Center : CorporateOrder Agreement ID:80166485 Date/Time: 06/11/2025 01:36:28 PM Order Agreement This Order Agreement is written in "Plain English". The words you and your refer to the Customer, the words we, us and our refer to Konica Minolta Business Solutions U.S.A., Inc., including its subsidiaries and agents. Customer Information City of Medina 501 Evergreen Point Rd Medina, WA 98039-4704 Product: Device & Software Installation Location - 1: City Of Medina, 501 Evergreen Point Rd, Medina, WA 98039-4704 Delivery Contact: Aimee Kellerman , (425) 233-6411 Product Description Quantity Product Configuration Item Number Bizhub C3301i C3301I 1 Bizhub C3301i AAJT017 1 Printer Delivery Charge - Level Four 7670525515 1 Basic Network Service - Bns01 7640018091 1 Single Outlet Pwrfilter 120v/15a W25015120 1 Bizhub Secure Small Mfp 7640018745 1 Pf-p28 500-sheet Paper Tray AAJUW14 Maintenance Services Maintenance Plan: CPC Term: 60 Months Entitlements: Toner, Parts/Labor Installation Location -1: City Of Medina, 501 Evergreen Point Rd, Medina, WA 98039-4704 Qty Bill Plan TypeDevice Pages Included Overage Frequency Overage Charge Values shown per device Bizhub C3301i 1 Mono Monthly0$ 0.03450 1 Color Monthly0$ 0.17950 Docusign Envelope ID: 7FCF2203-9E9D-499F-A9AD-4EFC36514DE0 Page 2 of 3KM Process Center : CorporateOrder Agreement ID:80166485 Date/Time: 06/11/2025 01:36:28 PM Customer Options & Verification To ensure an excellent customer experience, please take a moment to verify the invoice mailing and accounts payable address/contact information we have on file. If changes are required to your Invoice Mailing or Accounts Payable addresses (including contact information), please contact your Sales Representative for assistance. Accounts Payable Contact: Aimee Kellerman (425) 233-6411Phone: akellerman@medina-wa.govEMail: Accounts Payable Address: City Of Medina 501 Evergreen Point Rd Medina, WA, 98039-4704 Invoice Mailing Address: City Of Medina 501 Evergreen Point Rd Medina, WA, 98039-4704 MyKMBS.com Customer Portal MyKMBS is a complete and comprehensive service management tool allowing our clients to manage their Konica Minolta accounts - right from their desktop or smartphone. MyKMBS offers 24/7 access to Konica Minolta support and product resources - all in one place. Please provide a primary contact for MyKMBS.com registration: Name:\cmkn1\ Email:\cmke1\ \copt4\Bypass Required Entry - This can be set up at a later time. Account ID:852719 Docusign Envelope ID: 7FCF2203-9E9D-499F-A9AD-4EFC36514DE0 Aimee Kellerman akellerman@medina-wa.gov Page 3 of 3KM Process Center : CorporateOrder Agreement ID:80166485 Date/Time: 06/11/2025 01:36:28 PM Order Summary & Acceptance Transaction Type: Lease Your signature below constitutes your acceptance of this Order Agreement (ID:80166485 with date/time stamp: 06/11/2025 01:36:28 PM) as governed by the terms and conditions of the Master Agreement between Us and SOURCEWELL 112124-KON, dated 01/09/2025. Your contract number: 112124-KON. If any terms and conditions contained in this Order Agreement conflict with any terms and conditions contained in the Master Agreement, the order of precedence is: (a) the transaction terms (i.e., products to be purchased, quantity ordered, delivery date, unit price, billing address, and delivery location) of the relevant Order Agreement; (b) the Master Agreement; and (c) the remaining non-conflicting terms of the relevant Order Agreement.  Any additional, contrary or different terms contained in any confirmation, invoices or other communications, and any other attempt to modify, supersede, supplement or otherwise alter this Order Agreement or the Master Agreement, are deemed rejected by the parties and will not modify this Order Agreement or the Master Agreement or be binding on the parties unless such terms have been fully approved in a signed writing by an officer of Konica Minolta and your authorized representative. Please see and sign the separate Lease/Financing Agreement for terms and conditions governing the financing associated with this Order Agreement. This Order Agreement is not binding upon us until signed by a Konica Minolta manager, director, vice president or executive officer. \kd1\Date Signed: \kt1\Title: \kn1\Name: \ks1\Signature: Konica Minolta Business Solutions U.S.A., Inc. Date Signed: Title:\ct1\ \cd1\ \cn1\Name: \cs1\Signature: Customer City of Medina Docusign Envelope ID: 7FCF2203-9E9D-499F-A9AD-4EFC36514DE0 Aimee Kellerman 6/16/2025 City ClerkMarket Vice President 6/16/2025 Cory Macke Page 1 of 5 1 By providing a telephone number for a cellular phone or other wireless device, you are expressly consenting to receiving communications (for NON-marketing or solicitation purposes) at that number, including, but not limited to, prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone dialing system from Lessor and its affiliates and agents. This Express Consent applies to each such telephone number that you provide to us now or in the future and permits such calls. These calls and messages may incur access fees from your cellular provider. 2 To help the Government fight the funding of terrorism and money laundering activities, Federal Law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. What this means is, when you open an account, we will ask for your name, address and other information that will allow us to identify you; we may also ask to see identifying documents. Advantage Lease Agreement – Version 20221115-FB KM Process Center: Corporate Package ID:80166485 Date/Time:06/11/2025 1:36:28 PM Application Number B2B-488467 Agreement Number Schedule Number Advantage Lease Agreement This Advantage Lease Agreement (“Agreement”) is written in “Plain English”. In this Agreement, the words you and your refer to the customer (and its guarantors), the words we, us and our refer to Konica Minolta Business Solutions U.S.A., Inc., d/b/a Konica Minolta Premier Finance. If we assign this Agreement to a third party lessor, Lessor shall refer to such third party lessor assignee, and the words we, us and our shall also mean and include such Lessor and its assignees as to our rights, remedies and entitlements under this Agreement and any Schedule so assigned, but not our obligations. Customer Information Full Customer legal Name/Address: City of Medina 501 Evergreen Point Rd Medina, WA 98039-4704 Billing Name/Address: City Of Medina 501 Evergreen Point Rd Medina, WA, 98039-4704 Aimee KellermanBilling Contact Name: (425) 233-6411Phone1: akellerman@medina-wa.govEmail: Federal Tax ID2:\cfid1\ Do not enter Social Security Number \copt5\Select to bypass for SS# Term and Payment Information Number of Payments Payment(Plus Applicable Taxes) End of Lease Purchase Option Term in Months Payment Frequency 60 60 Monthly $31.93 Fair Market Value Product Description Installation Location - 1: City Of Medina, 501 Evergreen Point Rd, Medina, WA 98039-4704 Qty Product Description Product Configuration 1 Bizhub C3301i Pf-p28 500-sheet Paper Tray Maintenance & Group Pool Billing Information Pool Group 1 Maintenance Plan: CPC Pool Group ID Pool Name Pages Included Overage Charge Overage Frequency 1 Mono-1 0 $ 0.03450 Monthly Color-1 0 $ 0.17950 Monthly Pool Group 1 - Asset Schedule Installation Location -1: City Of Medina, 501 Evergreen Point Rd, Medina, WA 98039-4704 Qty Product Description Customer Invoice Information Text 1 Bizhub C3301i Mono/Color Docusign Envelope ID: 7FCF2203-9E9D-499F-A9AD-4EFC36514DE0 91-6010170 Page 2 of 5 Advantage Lease Agreement – Version 20221115-FB KM Process Center: Corporate Package ID:80166485 Date/Time:06/11/2025 1:36:28 PM The Konica Minolta equipment leased in this Agreement is covered under Konica Minolta's Customer ONE Guarantee. A copy of the Guarantee can be obtained at your local branch or by visiting Terms And Conditions (THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS SET FORTH BELOW, ALL OF WHICH ARE MADE A PART OF THIS AGREEMENT AND INCORPORATED INTO EACH SCHEDULE.) \L11\ 1. LEASE AGREEMENT: You agree to lease from us the personal property identified herein, and additional personal property as identified in Schedules to this Advantage Lease Agreement, incorporating these TERMS AND CONDITIONS by reference - from time to time - signed by you and us (such property and any upgrades, substitutions, replacements, repairs and additions referred to as "Equipment") for business purposes only. In the event that the Equipment you selected is unavailable or cannot be supplied by the Supplier, you agree that we can substitute or upgrade your selection to equipment of equal or greater quality, function, and value, as determined by Supplier in its sole discretion, at no additional cost to you, and you agree to accept such substitution or upgrade upon delivery. Each Schedule is a separate assignable lease. To the extent the Equipment includes intangible property or associated services such as periodic software licenses and prepaid database subscription rights, such property shall be referred to as the “Software”. You agree to all of the terms and conditions contained in this Agreement and any Schedule, which together are a complete statement of our agreement regarding the listed equipment (“Agreement”) and supersede all other writings, communications, understandings, agreements, purchase orders, solicitation documents and related documents. This Agreement may be modified only by written Agreement and not by course of performance. This Agreement becomes valid upon execution by or for us. The Equipment is deemed accepted by you hereunder and under the applicable Schedule unless you notify us within three (3) days of delivery that you do not accept the Equipment and specify the defect or malfunction. In that event, at our sole option, we or our designee will replace the defective item of Equipment or this Agreement will be canceled and we or our designee will repossess the Equipment. You agree that, upon our request, you will sign and deliver to us, a delivery and acceptance certificate confirming your acceptance of the Equipment leased to you. The "Billing Date" of this Agreement will be the twentieth (20th) day or an alternative agreed upon date following installation. You agree to pay a prorated amount of 1/30th of the monthly payment times the number of days between the installation date and the Billing Date. This Agreement will continue from the Billing Date for the Term shown and will be extended automatically for successive one (1) month terms unless you (a) send us written notice, between ninety (90) days and one hundred fifty (150) days before the end of the initial term or at least 30 days before the end of any renewal term that you want to purchase or return the Equipment, and you timely purchase or return the Equipment. Leases with $1.00 purchase options will not be renewed. The periodic renewal payment has been set by mutual agreement and is not based on the cost of any component of this lease. THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD, IF THE ACTUAL COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO YOU. If any provision of this Agreement is declared unenforceable in any jurisdiction, the other provisions herein shall remain in full force and effect in that jurisdiction and all others. You authorize us to insert or correct missing information on this lease including your proper legal name, serial numbers, other numbers describing the Equipment and other omitted factual matters. You agree to provide updated annual and/or quarterly financial statements to us upon request. You authorize us or our agent to obtain credit reports and make credit inquiries regarding you and your financial condition and to provide your information, including payment history, to our assignee or third parties having an economic interest in this Agreement, any Schedule or the Equipment. 2. RENT: Rent will be payable in installments, each in the amount of the Monthly Payment (or other periodic payment) shown plus any applicable sales, use and property tax. If we pay any tax on your behalf, you agree to reimburse us promptly along with a processing fee. Subsequent installments will be payable on the first day of each rental payment period shown beginning after the first rental payment period or as otherwise agreed. We will have the right to apply all sums received from you to any amounts due and owed to us under the terms of this Agreement. Your obligation to make all Monthly Payments (or other periodic payment) hereunder is absolute and unconditional and you cannot withhold or offset against any Monthly Payments (or other periodic payment) for any reason. You agree that you will remit payments to us in the form of company checks (or personal checks in the case of sole proprietorships), direct debit or wires only. You also agree cash and cash equivalents are not acceptable forms of payment for this Agreement and that you will not remit such forms of payment to us. WE BOTH INTEND TO COMPLY WITH ALL APPLICABLE LAWS. IF IT IS DETERMINED THAT YOUR PAYMENTS UNDER THIS AGREEMENT OR UNDER A SCHEDULE RESULT IN AN INTEREST PAYMENT HIGHER THAN ALLOWED BY APPLICABLE LAW, THEN ANY EXCESS INTEREST COLLECTED WILL BE APPLIED TO AMOUNTS THAT ARE LAWFULLY DUE AND OWING UNDER THIS AGREEMENT OR WILL BE REFUNDED TO YOU. IN NO EVENT WILL YOU BE REQUIRED TO PAY ANY AMOUNTS IN EXCESS OF THE LEGAL AMOUNT. 3. OWNERSHIP OF EQUIPMENT: We are the owner of the Equipment and have sole title (unless you have a $1.00 purchase option) to the Equipment (excluding software). You agree to keep the Equipment free and clear of all liens and claims. You are solely responsible for removing any data that may reside in the Equipment you return, including but not limited to hard drives, disk drives or any other form of memory. 4. WARRANTY DISCLAIMER: WE MAKE NO WARRANTY EXPRESS OR IMPLIED, INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT IS MERCHANTABLE. YOU AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT BASED UPON YOUR OWN JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US. WE ARE LEASING THE EQUIPMENT TO YOU “AS-IS”. You acknowledge that neither we nor our representatives are the Lessor's agents and none of us are authorized to modify the terms of this Agreement or any Schedule without the Lessor's consent. No representation or warranty of ours with respect to the Equipment will bind Lessor, nor will any breach thereof relieve you of any of your obligations hereunder. You are aware of the name of the manufacturer or supplier of each item of Equipment and you will contact the manufacturer or supplier for a description of your warranty rights. You hereby acknowledge and confirm that you have not received any tax, financial, accounting or legal advice from us, the Lessor, the manufacturer or supplier of the Equipment. THIS AGREEMENT AND EACH SCHEDULE CONSTITUTES A “FINANCE LEASE” AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE. You agree that the Customer One Guarantee is a separate and independent obligation of ours, that no Lessor or assignee of the Lessor shall have any obligation to you with respect to the Guarantee and that your obligations under this Agreement are not subject to setoff, withholding, reduction, counterclaim or defense for any reason whatsoever including, without limitation, any claim you may have against us with respect to the Customer One Guarantee Docusign Envelope ID: 7FCF2203-9E9D-499F-A9AD-4EFC36514DE0 https://kmbs.konicaminolta.us/CustomerOnehttps://kmbs.konicaminolta.us/CustomerOne Page 3 of 5 Advantage Lease Agreement – Version 20221115-FB KM Process Center: Corporate Package ID:80166485 Date/Time:06/11/2025 1:36:28 PM 5. LOCATION OF EQUIPMENT: You will keep and use the Equipment only at your address shown above and you agree not to move it unless we agree to it. At the end of the Agreement's term, if you do not purchase the Equipment, you will return the Equipment to a location we specify at your expense, in retail resalable condition (normal wear and tear acceptable), full working order, and in complete repair. 6. LOSS OR DAMAGE: You are responsible for the risk of loss or for any destruction of or damage to the Equipment. No such loss or damage relieves you from the payment obligations under this Agreement. You agree to promptly notify us in writing of any loss or damage and you will then pay to us the present value of the total of all unpaid Monthly Payments (or other periodic payments shown) for the full Agreement term plus the estimated fair market value of the Equipment at the end of the originally scheduled term, all discounted at four percent (4%) per year. Any proceeds of insurance will be paid to us and credited, at our option, against any loss or damage. You authorize us to sign on your behalf and appoint us as your attorney in fact to execute in your name any insurance drafts or checks issued due to loss or damage to the Equipment 7. COLLATERAL PROTECTION AND INSURANCE: You are responsible for installing and keeping the Equipment in good working order. Except for ordinary wear and tear, you are responsible for protecting the Equipment from damage and loss of any kind. If the Equipment is damaged or lost, you agree to continue to pay the amounts due and to become due hereunder without setoff or defense. During the term of this Agreement, you agree that you will (1) insure the equipment against all loss or damage naming us as loss payee; (2) obtain liability and third party property damage insurance naming us as an additional insured; and (3) deliver satisfactory evidence of such coverage with carriers, policy forms and amounts acceptable to us. All policies must provide that we be given thirty (30) days written notice of any material change or cancellation. If you do not provide evidence of acceptable insurance, we have the right, but not the obligation, (a) to obtain insurance covering our interest (and only our interest) in the Equipment for the lease term, and renewals and (i) any insurance we obtain will not insure you against third party or liability claims and may be cancelled by us at any time, (ii) you will be required to pay us an additional amount each month for the insurance premium and an administrative fee, (iii) the cost may be more than the cost of obtaining your own insurance, (iv) you agree that we, or one of our affiliates, may make a profit in connection with the insurance we obtain, (v) you agree to cooperate with us, our insurer and our agent in the placement of coverage and with claims; or (b) we may waive the insurance requirement and charge you a monthly property damage surcharge in the amount of .0035 of the original equipment cost to cover our credit risk, administrative costs and other costs, as would be further described on a letter from us to you and on which we may make a profit. If you later provide evidence that you have obtained acceptable insurance, we will cancel the insurance we obtained or cease charging the surcharge. 8. INDEMNITY: We are not responsible for any loss or injuries caused by the installation or use of the Equipment. You agree to hold us and any Lessor harmless and reimburse us and them for loss and to defend us and them against any claim for losses or injury or death caused by the Equipment. We reserve the right to control the defense and to select or approve defense counsel. This indemnity survives the expiration or termination of this Agreement. 9. TAXES AND FEES: You agree to pay when invoiced all taxes (including personal property tax, fines and penalties) and fees relating to this Agreement or the Equipment. You agree to (a) reimburse us for all personal property taxes which we are required to pay as owner of the Equipment or to remit to us each month our estimate of the monthly equivalent of the annual property taxes to be assessed. If you do not have a $1.00 purchase option, we will file all personal property, use or other tax returns and you agree to pay us a processing fee for making such filings. You agree to pay us up to $125.00 on the date the first payment is due as an origination fee. We reserve the right to charge a fee upon termination of this Agreement either by trade-up, buy-out or default. Any fee charged under this Agreement may include a profit and is subject to applicable taxes. 10. ASSIGNMENT: YOU HAVE NO RIGHT TO SELL, TRANSFER, ASSIGN, OR SUBLEASE THE EQUIPMENT OR THIS AGREEMENT. We may sell, assign, or transfer this Agreement and/or the Equipment without notice. You agree that if we sell, assign, or transfer this Agreement and/or the Equipment to a Lessor, such Lessor will have the same rights and benefits that we have now and will not have to perform any of our obligations. You agree that the rights of such Lessor will not be subject to any claims, defenses, or set offs that you may have against us whether or not you are notified of such assignment. The cost of any Equipment, Software, services and other elements of this Agreement has been negotiated between you and us. None of Lessor or Lessor's assignees will independently verify any such costs. Lessor and Lessor's assignees will be providing funding based on the payment you have negotiated with us. You are responsible for determining your accounting treatment of the appropriate tax, legal, financial and accounting components of this Agreement. 11.DEFAULT AND REMEDIES: If (a) you do not pay any lease payment or other sum due to us or other party when due or (b) if you break any of your promises in the Agreement, any Schedule or any other agreement with us or (c) if you, or any guarantor of your obligations become insolvent or commence bankruptcy or receivership proceedings or have such proceedings commenced against you, you will be in default. If any part of a payment is more than three (3) days late, you agree to pay a late charge of ten percent (10%) of the payment which is late or if less, the maximum charge allowed by law. If you are ever in default, we may do any one or all of the following; (a) withhold service, parts and supplies and / or void the Customer One Guarantee; (b) terminate or cancel this Agreement and/or any and all Schedules and require that you pay, AS LIQUIDATED DAMAGES FOR LOSS OF BARGAIN AND NOT AS A PENALTY, the sum of: (i) all past due and current Monthly Payments (or other periodic payments) and charges due under this Agreement and any Schedule; (ii) the present value of all remaining Monthly Payments (or other periodic payments) and charges for the remainder of the term of this Agreement and any Schedules, discounted at the rate of four percent (4%) per annum (or the lowest rate permitted by law, whichever is higher); and (iii) the present value (at the same discount rate as specified in clause (ii) above) of the amount of any purchase option with respect to the Equipment or, if none is specified, our anticipated value of the Equipment at the end of the initial term of this Agreement and any Schedules (or any renewal thereof); and (c) require you to return the Equipment to us to a location designated by us (and with respect to any Software, (i) immediately terminate your right to use the Software including the disabling (on-site or by remote communication) of any Software; (ii) demand the immediate return and obtain possession of the Software and re-license the Software at a public or private sale; and/or (iii) cause the Software supplier to terminate the Software license, support and other services under the Software license). We may recover interest on any unpaid balance at the rate of four percent (4%) per annum but in no event more than the lawful maximum rate. We may also use any of the remedies available to us under Article 2A of the Uniform Commercial Code as enacted in the state where we or the Lessor have our principal place of business. You agree to pay our reasonable costs of collection and enforcement, including but not limited to attorney's fees and actual court costs relating to any claim arising under this Agreement including, but not limited to, any legal action or referral for collection. If we have to take possession of the Equipment, you agree to pay the cost of repossession. The net proceeds of the sale of any repossessed Equipment will be credited against what you owe us YOU AGREE THAT NEITHER WE NOR SUPPLIER WILL BE RESPONSIBLE FOR ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES FOR ANY REASON WHATSOEVER. In no event shall Supplier's aggregate liability under this Agreement exceed the amount you paid for the products or services in question during the twelve-month period immediately preceding the event giving rise to the liability. You agree that any delay or failure to enforce our rights under this Agreement does not prevent us from enforcing any rights at a later time. All of our rights are cumulative. It is further agreed that your rights and remedies are governed exclusively by this Agreement and you waive lessee's rights under Article 2A (508-522) of the UCC. Docusign Envelope ID: 7FCF2203-9E9D-499F-A9AD-4EFC36514DE0 Page 4 of 5 Advantage Lease Agreement – Version 20221115-FB KM Process Center: Corporate Package ID:80166485 Date/Time:06/11/2025 1:36:28 PM 12. UCC FILINGS: You grant us a security interest in the Equipment if this Agreement or any Schedule is deemed a secured transaction and you authorize us to record a UCC-1 financing statement or similar instrument in order to show our interest in the Equipment. 13. CONSENT TO LAW, JURISDICTION AND VENUE: This Agreement shall be deemed fully executed and performed in the state of our or the Lessor's principal place of business and shall be governed by and construed in accordance with its laws. If we or the Lessor bring any judicial proceeding in relation to any matter arising under this Agreement, you irrevocably agree that any such matter may be adjudged or determined in any court or courts in the state of our or the Lessor's principal place of business, or in any court or courts in your state of residence, or in any other court having jurisdiction over you or your assets, all at the sole election of us or the Lessor. You hereby irrevocably submit generally and unconditionally to the jurisdiction of any such court so elected by us or the Lessor in relation to such matters. If the Customer shall bring any judicial proceeding in relation to any matter arising under the Agreement, the Customer irrevocably agrees to bring any such proceeding in, and that any such matter shall be adjudged or determined exclusively by, the courts in the state of the Supplier's, Lessor's or Assignee's principal place of business. In the event of litigation or other proceedings by Supplier, Lessor or Assignee to enforce or defend any term or provision of this Agreement, Customer agrees to pay all costs and expenses sustained by Supplier, Lessor or Assignee, including but not limited to, reasonable attorney's fees. BOTH PARTIES WAIVE TRIAL BY JURY IN ANY ACTION BETWEEN US. 14. LESSEE GUARANTEE: You agree, upon our request, to submit the original of this Agreement and any Schedules to us or the Lessor via overnight courier the same day you submit the facsimile or other electronic transmission of the signed Agreement and such Schedules. Both parties agree that this Agreement and any Schedules signed by you, whether manually or electronically, and submitted to us by facsimile or other electronic transmission shall, upon execution by us (manually or electronically, as applicable), be binding upon the parties. This lease may be executed in counterparts and any facsimile, photographic and/or other electronic transmission of this lease which has been manually or electronically signed by you when manually or electronically countersigned by us or attached to our original signature counterpart and/or in our possession shall constitute the sole original chattel paper as defined in the UCC for all purposes (including any enforcement action under paragraph 11) and will be admissible as legal evidence thereof. Both parties waive the right to challenge in court the authenticity of a faxed, photographic, or other electronically transmitted or electronically signed copy of this Agreement and any Schedules. 15. COMPUTER SOFTWARE: Notwithstanding any other terms and conditions of this Agreement, you agree that as to Software only: a) We have not had, do not have, nor will have any title to such Software, b) You have executed or will execute a separate software license Agreement and we are not a party to and have no responsibilities whatsoever in regards to such license Agreement, c) You have selected such Software and in accordance with paragraph 4 of this Agreement, WE MAKE NO WARRANTIES OF MERCHANTABILITY, DATA ACCURACY, SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE. YOUR LEASE PAYMENTS AND OTHER OBLIGATIONS UNDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED OR DELAYED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE. 16. MAINTENANCE AND SUPPLIES: Equipment services provided under this Agreement include labor and parts required to maintain covered Equipment in a normal operating condition. We will provide toner for covered Equipment on an as needed basis. Consumable supplies do not include staples unless selected. The consumable supplies provided are our property until they are consumed and are intended to be used exclusively in the covered Equipment. You bear the risk of loss for unused supplies in the event of theft, employee misconduct, fire or other mishap. We reserve the right to replace a device, at no additional cost to you, with a comparable unit when repair of the original device is not practical or economically feasible. Pricing under this Agreement is based on published and commercially reasonable expectations of supply and consumables consumption. At our discretion, we may perform an audit of supply/consumables consumption and equipment usage data to determine consumption levels. In the event the actual consumption levels exceed the levels used to determine contract pricing by more than 20%, we have the right to invoice for the excess consumption. Paper must be separately purchased by you. A page is defined as one meter click and varies by page size as follows: 8.5”x11” = 1 click, 11”x17” = 2 clicks, 18”x27” = 3 clicks, 27”x36” = 4 clicks and 36”x47” = 5 clicks. You agree to provide us access to the equipment and we will provide labor or routine, remedial and preventive maintenance service as well as remedial parts during normal business hours (defined as 8:30 am to 5:00 pm, Monday through Friday, exclusive of holidays observed by us). All part replacements shall be on an exchange basis with new or refurbished items. We are not obligated to provide services or repairs in the event of Equipment abuse/misuse or casualty. Out of scope services, including after hours, moves, modifications and abuse/misuse will be charged at our current rates. If necessary, the service and supply portion of this Agreement may be assigned. We may charge you a Supply Freight Fee to cover our costs of shipping supplies to you. You acknowledge that (a) we (and not the Lessor or its assignees) are the sole party responsible for any service, repair or maintenance of the Equipment, and (b) we (not the Lessor or its assignees) are the party to any service maintenance agreement. 17. FLEET DEVICE MONITORING: We may ask your permission to install and maintain server-based software to monitor the printing devices on your network (“Fleet Device Monitoring”). Where the use of Fleet Device Monitoring software as part of a managed print program has been agreed to, it will be used to detect new devices and add such devices to this Agreement at pre-established price levels. The added device(s) will be covered under the terms of this Agreement. You will be notified via email and may reject the addition of the device(s) by contacting us. If you agree to allow us to install and maintain Fleet Device Monitoring software on your network, and the software cannot reliably operate in your environment for any reason, we reserve the right to suspend or terminate services under this Agreement. 18. OVERAGES AND COST ADJUSTMENTS: You agree to comply with any billing procedures designated by us, including notifying us of the meter reading on the Billing Date. If meter readings are not received, we reserve the right to estimate your usage and bill you for that amount. At the end of the first year of this Agreement and once each successive twelve month period, we may increase your payment, and the per page charge over the pages included (Overage) (if applicable) by a maximum of fifteen percent (15%) of the existing charge, or if less, the maximum amount permitted by applicable law. We may bill you a per page charge for all pages produced between the date of your final invoice and the date when you satisfy your obligations under this Agreement and either purchase or return the equipment to us. Notwithstanding anything herein to the contrary, for pools designated as “One Rate” pools, escalations within the original Agreement term and Supply Freight Fees do not apply nor are meter readings required. All Agreements are subject to escalation in any renewal period. End of Lease Options You will have the following options at the end of the original term, provided the Agreement or applicable Schedule has not terminated early and no event of default under the Agreement and/or any Schedule has occurred and is continuing. 1. Purchase all of the Equipment as indicated in the “Term and Payment Information” section of the Agreement or any applicable Schedule (“fair market value” purchase amounts will be determined by us). 2. Renew the Agreement and/or applicable Schedule per paragraph 1 (on Agreement). 3. Return Equipment as provided in Paragraph 5 (on Agreement). Docusign Envelope ID: 7FCF2203-9E9D-499F-A9AD-4EFC36514DE0 Page 5 of 5 Advantage Lease Agreement – Version 20221115-FB KM Process Center: Corporate Package ID:80166485 Date/Time:06/11/2025 1:36:28 PM Lease Acceptance THIS IS A NONCANCELABLE / IRREVOCABLE AGREEMENT: THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED. Konica Minolta Business Solutions U.S.A., Inc., d/b/a Konica Minolta Premier Finance Signature:\ks2\ Name:\kn2\ Title:\kt2\ Date Signed:\kd2\ Customer City of Medina Signature:\cs1\ Name:\cn1\ Title:\ct1\ Date Signed:\cd1\ \L20\ Docusign Envelope ID: 7FCF2203-9E9D-499F-A9AD-4EFC36514DE0 6/16/2025 Aimee Kellerman City Clerk A Certificate Of Completion Envelope Id: 7FCF2203-9E9D-499F-A9AD-4EFC36514DE0 Status: Completed Subject: Konica Minolta Business Solutions - Signature Request Quote number 80166485 Source Envelope: Document Pages: 8 Signatures: 3 Envelope Originator: Certificate Pages: 4 Initials: 0 Katie Stickell AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-05:00) Eastern Time (US & Canada) 100 Williams Dr Ramsey, NJ 07446-2907 kstickell@kmbs.konicaminolta.us IP Address: 47.19.51.200 Record Tracking Status: Original 6/11/2025 1:36:44 PM Holder: Katie Stickell kstickell@kmbs.konicaminolta.us Location: DocuSign Signer Events Signature Timestamp Aimee Kellerman akellerman@medina-wa.gov City Clerk Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 146.129.245.86 Sent: 6/11/2025 1:36:47 PM Viewed: 6/12/2025 10:43:14 AM Signed: 6/16/2025 10:00:42 AM Electronic Record and Signature Disclosure: Accepted: 6/12/2025 10:43:14 AM ID: db9b6509-719a-4c86-a3de-2df9e4983bab Cory Macke cmacke@kmbs.konicaminolta.us Market Vice President Konica Minolta Business Solutions U.S.A., Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.224.88.157 Signed using mobile Sent: 6/16/2025 10:00:44 AM Viewed: 6/16/2025 10:11:08 AM Signed: 6/16/2025 10:11:38 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp KMBS Admin 2copyadm@kmbs.konicaminolta.us Security Level: Email, Account Authentication (None) Sent: 6/11/2025 1:36:46 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/11/2025 1:36:46 PM Certified Delivered Security Checked 6/16/2025 10:11:08 AM Signing Complete Security Checked 6/16/2025 10:11:38 AM Completed Security Checked 6/16/2025 10:11:38 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Konica Minolta Business Solutions, U.S.A., Inc. (we, us or Company) may be required by law to provide you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures through the DocuSign, Inc. (DocuSign) electronic signing system. Note that this disclosure applies only to notices and disclosures we send to you via the DocuSign electronic signing system and not to other correspondence between the Company and you during the course of our relationship. Please read the information below and, if you can access this information electronically to your satisfaction and agree to these terms and conditions, confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after a signing session. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of a DocuSign envelope instead of signing it. How to contact Konica Minolta Business Solutions, U.S.A., Inc.: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, to withdraw your prior consent to receive notices and disclosures electronically, and to advise us of a change in your e-mail address as follows: How to contact Konica Minolta Business Solutions, U.S.A., Inc.: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, to withdraw your prior consent to receive notices and disclosures electronically, and to advise us of a change in your e-mail address as follows: email: DocuSign_customer_correspondence@kmbs.konicaminolta.us Required hardware and software Operating Systems: Windows® 2000, Windows® XP, Windows Vista®; Mac OS® X Browsers: Final release versions of Internet Explorer® 6.0 or above (Windows only); Mozilla Firefox 2.0 or above (Windows and Mac); Safari™ 3.0 or above (Mac only) PDF Reader: Acrobat® or similar software may be required to view and print PDF files Screen Resolution: 800 x 600 minimum Electronic Record and Signature Disclosure created on: 3/7/2016 2:38:11 PM Parties agreed to: Aimee Kellerman Enabled Security Settings: Allow per session cookies ** These minimum requirements are subject to change. If these requirements change, you will be asked to re-accept the disclosure. Pre-release (e.g. beta) versions of operating systems and browsers are not supported. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify the Company as described above, I consent to receive documents from the Company during the course of my relationship with it.