Konica Information Sheet - 8.30.24.docx

KONICA MINOLTA BUSINESS SOLUTIONS USA INC

Wisconsin Contract No. 505ENT-M25-MFDCOPIER-04 NASPO Master Agreement (MA) No. 187962

CONTRACT DETAILS

B – Multi-Function Devices, A4 C – Production Equipment D – Single Function Printers E – Large/Wide Format Equipment F – Scanners G – Software H – Consumable Supplies

· Online NASPO ValuePoint Store: https://kmbscontent.konicaminolta.us/kmbs/microsites/naspo187962

· NASPO Price List (located in the “Product Documents” accordion):

https://www.naspovaluepoint.org/portfolio/multi-function-devices-and-related-software-services-and-cloud-solutions/konica-minolta-business-solutions-usa-inc/

Bob Ackerson, Government Accounts Manager 217-843-1285 Backerson@kmbs.konicaminolta.us

Escalation contact:

Nitzia Payne, State Contract Specialist 703-637-1540 npayne@kmbs.konicaminolta.us

Order Management Customer Support: 800-456-5664

Business Tech Support and Warranty Repair 800-456-5664

Email Orders to: corporateorders@kmbs.konicaminolta.us

Order Address 100 Williams Drive Ramsey, NJ 07446

Remittance Address Konica Minolta Business Solutions U.S.A. Inc.

Dept. CH 19188 Palatine, IL 60055-9188 STAR Supplier ID: Ending in 1915

Authorized Reseller’s Information

If you need further assistance regarding your experience under this contract, feel free to escalate to Nitzia Payne (information above).

CONTRACT DOCUMENTS AND APPLICABLE MA FORMS

Master Lease Agreement *Negotiated for Convenience

Master Premier Schedule with Maintenance

Master Premier Schedule without Maintenance

Standard Maintenance T&Cs

Participating Addendum

NASPO Master Agreement

Service Level Agreement

KMBS Master Installment Payment (MIPA) Agreement

KMBS MIPA Schedule

KMBS Municipal Authorization

KMBS Customer One T&Cs

KMBS Hosting SOW

KMBS Software Subscription SOW

KMBS Secure Disposal Service

KMBS Incumbency Certificate

KMBS Solutions Support Customer Expectations Guide

KMBS Equipment Removal Authorization

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Konica_Dealer_List.xlsx Wisconsin

Dealer (Wisconsin)

Company Name: James Imaging Systems, Inc.

Address: 599 S Military Ave.

City: Green Bay State: WI Zip: 54303

Primary Contact: Lola Tegeder

Phone: 262-781-7700 Email: ttegeder@jamesimaging.com

Website:

FEIN:

Areas Covered: Brown, Door, Kewaunee, Marinette, Oconto & Shawano

Dealer (Wisconsin)

Company Name: Bauernfeind Business Technologies, Inc.

Address: 3516 Downwind Dr.

City: Marshfield State: WI Zip: 54449

Primary Contact: Thomas Bauernfeind

Phone: 715-384-5232 Email: tomb@b-bt.com

Website: http://www.b-bt.com

FEIN:

Areas Covered: Adams, Ashland, Barron, Bayfield, Chippewa, Clark, Dunn, Eau Claire, Forest, Iron, Jackson, Juneau, Langlade, Lincoln, Marathon, Menominee, Monroe, Oneida, Portage, Price, Rusk, Sawyer, Shawano, Taylor, Vilas, Waupaca, Waushara & Wood

Dealer (Wisconsin)

Company Name: Cooper Office Equipment, Inc.

Address: 7008 US 2 & 41 & M35

City: Gladstone State: MI Zip: 49837

Primary Contact: John Cooper

Phone: 906-786-2252 Email: jcooper@cooperoffice.com

Website: http://www.cooperoffice.com

FEIN:

Areas Covered: Marinette

Dealer (Wisconsin)

Company Name: Global Imaging Systems, Inc.

Address: 620 N. Lynndale Dr.

City: Appleton State: WI Zip: 54914

Primary Contact: Dave Spencer

Phone: 888-374-8151 Email: daves@mbm360.com

Website: http://www.mbm360.com

FEIN:

Areas Covered: Brown, Calumet, Dodge, Door, Florence, Fond Du Lac, Green Lake, Jefferson, Kewaunee, Manitowoc, Marinette, Menominee, Milwaukee, Oconto, Outagamie, Ozaukee, Sheboygan, Washington, Waukesha, Waupaca, Waushara & Winnebago

Dealer (Wisconsin)

Company Name: Great Lakes Office Solutions, Inc.

Address: 1423 N. 8th St.

City: Superior State: WI Zip: 54880

Primary Contact: Richard Karlon

Phone: 715-395-9976 Email: rkarlon@glosinc.com

Website: http://glosinc.com/

FEIN:

Areas Covered: Ashland, Bayfield, Burnett, Douglas, Iron, Price, Sawyer & Washburn

Dealer (Wisconsin)

Company Name: Imagetec, LP.

Address: 4509 Prime Pkwy.

City: McHenry State: IL Zip: 60050

Primary Contact: Richard Cucco

Phone: 800-870-0225 Email: cucco.r@imagetec.com

Website: http://www.imagetec.com

FEIN:

Areas Covered:

Dealer (Wisconsin)

Company Name: Impact Networking, LLC.

Address: 13875 West Boulton Blvd.

City: Lake Forest State: IL Zip: 60045

Primary Contact: Frank Cucco

Phone: 847-785-2250 Email: fcucco@impactnetworking.com

Website: https://impactmybiz.com/

FEIN:

Areas Covered: Columbia, Dane, Dodge, Green, Jefferson, Kenosha, Milwaukee, Ozaukee, Racine, Rock, Sauk, Walworth, Washington & Waukesha

Dealer (Wisconsin)

Company Name: Integrated Office Solutions, Inc.

Address: 1915 West 1st St.

City: Duluth State: MN Zip: 55806

Primary Contact: Scott Thul

Phone: 218-722-3111 Email: ios406@aol.com

Website: http://ios-duluth.com/

FEIN:

Areas Covered: Ashland, Bayfield, Burnett, Douglas, Iron, Price & Washburn

Dealer (Wisconsin)

Company Name: James Imaging Systems, Inc.

Address: 3375 Intertech Dr.

City: Brookfield State: WI Zip: 53045

Primary Contact: Lola Tegeder

Phone: 262-781-7700 Email: ttegeder@jamesimaging.com

Website: http://www.jamesimaging.com

FEIN:

Areas Covered: Brown, Calumet, Dodge, Fond Du Lac, Jefferson, Kenosha, Kewaunee, Manitowoc, Milwaukee, Outagamie, Ozaukee, Racine, Sheboygan, Washington, Waukesha & Winnebago

Dealer (Wisconsin)

Company Name: Konica Minolta Business Solutions U.S.A, Inc.

Address: 1705 Hawkeye Dr.

City: Hiawatha State: IA Zip: 52233

Primary Contact: Brent Rouse

Phone: 319-247-7900 Email: brouse@kmbs.konicaminolta.us

Website: https://kmbs.konicaminolta.us/

FEIN:

Areas Covered: Grant

Dealer (Wisconsin)

Company Name: Konica Minolta Business Solutions U.S.A, Inc.

Address: 20900 Swensen Dr., #400

City: Waukesha State: WI Zip: 53186

Primary Contact: Antonette Tobin

Phone: 262-798-1202 Email: atobin@kmbs.Konicaminolta.us

Website: https://kmbs.konicaminolta.us/

FEIN:

Areas Covered: Columbia, Dane, Dodge, Green, Iowa, Jefferson, Kenosha, Lafayette, Milwaukee, Ozaukee, Racine, Rock, Sauk, Walworth, Washington & Waukesha

Dealer (Wisconsin)

Company Name: Konica Minolta Business Solutions U.S.A, Inc.

Address: 8201 Norman Center Dr., Suite 200

City: Bloomington State: MN Zip: 55437

Primary Contact: Michele Hartmann

Phone: 952-820-8385 Email: MHartmann@kmbs.konicaminolta.us

Website: https://kmbs.konicaminolta.us/

FEIN:

Areas Covered: Pierce, Polk & Saint Croix

Dealer (Wisconsin)

Company Name: Warehouse Direct

Address: 1428 Glen Flora Ave.

City: Waukegan State: IL Zip: 60085

Primary Contact: Wesley Trombino

Phone: 847-662-5393 Email: west@getofficeplus.com

Website: http://www.getofficeplus.com

FEIN:

Areas Covered: Kenosha

Dealer (Wisconsin)

Company Name: Loffler Business Systems, LLC.

Address: 1101 East 78th St.

City: Bloomington State: MN Zip: 55420

Primary Contact: James Loffler

Phone: 952-925-6177 Email: jloffler@loffler.com

Website: http://www.Loffler.com

FEIN:

Areas Covered: Barron, Buffalo, Burnett, Chippewa, Crawford, Dunn, Eau Claire, Jackson, La Crosse, Monroe, Pepin, Pierce, Polk, Rusk, Saint Croix, Sawyer, Trempealeau, Vernon & Washburn

Dealer (Wisconsin)

Company Name: Marco Technologies, LLC.

Address: 4510 Heatherwood Rd.

City: Saint Cloud State: MN Zip: 56301

Primary Contact: Steve Gau

Phone: 320-259-3000 Email: steveg@marconet.com

Website: http://www.marconet.com

FEIN:

Areas Covered: Adams, Barron, Brown, Buffalo, Burnett, Calumet, Chippewa, Clark, Columbia, Crawford, Dane, Dodge, Door, Dunn, Eau Claire, Fond Du Lac, Forest, Grant, Green, Green Lake, Iowa, Jackson, Jefferson, Juneau, Kewaunee, La Crosse, Lafayette, Langlade, Lincoln, Manitowac, Marathon, Marinette, Marquette, Menominee, Monroe, Oconto, Oneida, Outagamie, Pepin, Pierce, Polk, Portage, Price, Richland, Rock, Rusk, Saint Croix, Sauk, Sawyer, Shawano, Sheboygan, Taylor, Trempealeau, Vernon, Vilas, Washburn, Waupaca, Waushara, Winnebago & Wood

Dealer (Wisconsin)

Company Name: Martin Group Dr.n By People, Inc.

Address: 501 Commercial Court

City: Lake Geneva State: WI Zip: 53147

Primary Contact: John Stensland

Phone: 262-248-8911 Email: stenslandj@martingroup.com

Website: http://www.martingroup.com

FEIN:

Areas Covered: Dane, Jefferson, Kenosha, Racine, Rock, Walworth & Waukesha

Dealer (Wisconsin)

Company Name: Impact Networking, LLC.

Address: 1375 North Rd.

City: Green Bay State: WI Zip: 54313

Primary Contact: Wendy Roberts

Phone: 920-499-0058 Email: Wendy@qaom.com

Website: http://www.qaom.com

FEIN:

Areas Covered: Brown, Calumet, Door, Kewaunee, Maintowoc, Marinette, Oconto, Outagamie & Shawano

Exhibit H

Manufacturer Name:

Page &P mailto:tomb@b-bt.comhttp://www.imagetec.com/mailto:fcucco@impactnetworking.comhttps://impactmybiz.com/mailto:ios406@aol.comhttp://ios-duluth.com/mailto:ttegeder@jamesimaging.comhttp://www.jamesimaging.com/https://kmbs.konicaminolta.us/https://kmbs.konicaminolta.us/mailto:MHartmann@kmbs.konicaminolta.ushttp://www.b-bt.com/https://kmbs.konicaminolta.us/mailto:west@getofficeplus.comhttp://www.getofficeplus.com/mailto:jloffler@loffler.comhttp://www.loffler.com/mailto:steveg@marconet.comhttp://www.marconet.com/mailto:stenslandj@martingroup.comhttp://www.martingroup.com/mailto:Wendy@qaom.commailto:jcooper@cooperoffice.comhttp://www.qaom.com/mailto:ttegeder@jamesimaging.commailto:brouse@kmbs.konicaminolta.usmailto:atobin@kmbs.Konicaminolta.ushttp://www.cooperoffice.com/mailto:daves@mbm360.comhttp://www.mbm360.com/mailto:rkarlon@glosinc.comhttp://glosinc.com/mailto:cucco.r@imagetec.com image2.emf

Attachment 1 - KMBS Master Lease Agreement - FINAL 6.27.24.docx

APPLICATION NUMBER

AGREEMENT NUMBER

Master Premier Lease Agreement

This Master Premier Lease Agreement (“Agreement”) is written in "Plain English". The words you and your, refer to the customer (and its guarantors). The words Lessor, we, us and our, refer to Konica Minolta Premier Finance, a program of Konica Minolta Business Solutions U.S.A., Inc., its subsidiaries and affiliates in which the Supplier listed below participates under this Agreement.

CUSTOMER INFORMATION

FULL LEGAL NAME

STREET ADDRESS

CITY

STATE

ZIP

PHONE*

FAX

BILLING NAME (IF DIFFERENT FROM ABOVE)

BILLING STREET ADDRESS

E-MAIL

EQUIPMENT LOCATION (IF DIFFERENT FROM ABOVE)

*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.

CUSTOMER ONE GUARANTEE

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 from your dealer.

SUPPLIER INFORMATION

NAME OF SUPPLIER

PHONE

FAX

TERMS AND CONDITIONS (THIS AGREEMENT CONTAINS PROVISIONS SET FORTH BELOW, ALL OF WHICH ARE MADE A PART OF THIS AGREEMENT.)

1. LEASE AGREEMENT: You agree to lease from us the personal property as identified in Schedules to this Master Premier Lease Agreement from time to time signed by you and us (such property and any upgrades, replacements, repairs and additions referred to as "Equipment") for business purposes only. 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, along with the terms and conditions in the NASPO ValuePoint Master Agreement and Participating Addendum are a complete statement of our agreement regarding the listed equipment (“Agreement”) . and supersedes all other writings, communications, understandings, other agreements, any purchase order and any solicitation documents, including any related documents. This Agreement may be modified only by written agreement and not by course of performance. This Agreement becomes valid upon issuance of a Purchase Order or its execution by both parties.. The Equipment is deemed accepted by you under the applicable Schedule unless you notify us within ten (10) business 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 Agreement will continue from the Billing Date for the Terms shown. Any extension of renewal of the Term will be in accordance with the Term extension and renewal terms and conditions of the NASPO ValuePoint (lead by the State of CO) Contract number 187962 as modified by that certain Participating Addendum (Collectively “State Contract”) between you and Konica Minolta Business Solutions U.S.A., Inc. THE BASE RENTAL PAYMENT SHALL BE ADJUSTED PROPORTIONATELY UPWARD OR DOWNWARD, IF THE ACTUAL COST OF THE EQUIPMENT EXCEEDS OR IS LESS THAN THE ESTIMATE PROVIDED TO LESSEE, BUT AT NO SUCH TIME SHALL THE BASE RENTAL PAYMENT EXCEED THE AGREEMENT PRICING. 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. . In connection with requests for additional financing, if your financial statements cease being publicly available, we may request financial information and you agree to cooperate with such reasonable requests. You authorize us or our agent to obtain credit reports and make credit inquiries regarding your financial condition and to provide such information, including payment history, to our assignee or their parties having an economic interest in this Agreement, any Schedule or the Equipment.

(Continued on back)

THIS IS A NONCANCELABLE / IRREVOCABLE AGREEMENT: THIS AGREEMENT CANNOT BE CANCELED OR TERMINATED.

LESSOR ACCEPTANCE

LESSOR

AUTHORIZED SIGNER

TITLE DATED

CUSTOMER ACCEPTANCE

X

FULL LEGAL NAME OF CUSTOMER (as referenced above)

AUTHORIZED SIGNER

DATED

FEDERAL TAX I.D. #

PRINT NAME TITLE

To help the Government fight the funding of terrorism and money laundering activities, Federal Law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. What this means is, when you open an account, we will ask for your name, address and other information that will allow us to identify you; we may also ask to see identifying documents.

See reverse side for additional terms and conditions.-

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 and/or use tax. 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, credit card, 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.

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. LESSOR IS LEASING THE EQUIPMENT TO YOU “AS-IS”. THE LESSOR AGREES TO PASS THROUGH TO YOU ANY AND ALL TRANSFERABLE WARRANTIES AND THE BENEFIT OF ANY INDEMNITIES ISSUED BY THE MANUFACTURER AND/OR SUPPLIER AT THE INCEPTION OF THE LEASE. You acknowledge that Supplier nor their representatives are our agents and none of them are authorized to modify the terms of this Agreement or on any Schedule. No representation or warranty of Supplier with respect to the Equipment will bind us, nor will any breach thereof relieve you of any of your obligations hereunder except for any Lessee termination rights relating to the Supplier’s default and performance. You are aware of the name of the manufacturer or supplier of each item of Equipment and you will contact the manufacturer or supplier for a description of your warranty rights. You hereby acknowledge and confirm that you have not received any tax, financial, accounting or legal advice from us, the manufacturer or Supplier of the Equipment. THIS AGREEMENT AND EACH SCHEDULE CONSTITUTES A “FINANCE LEASE” AS DEFINED IN ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE.

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 make the Equipment available for pick up, 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.

7. COLLATERAL PROTECTION AND INSURANCE: You are responsible for 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. You agree to reasonably cooperate with us and any insurer in the placement of coverage and claims thereunder..

(a) The State of Wisconsin agrees to provide liability protection for its officers, employees and agents while acting within the scope of their employment. The State of Wisconsin further agrees to hold harmless Konica Minolta its officers, agents and employees from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to persons or property arising out of or in connection with or occurring during the course of this agreement where such liability is founded upon or grows out of the acts or omissions of any of the officers, employees or agents of the State of Wisconsin while acting within the scope of their employment where protection is afforded by ss. 893.82 and 895.46(1), Wis. Stats.

(b) Konica Minolta agrees to hold the State of Wisconsin harmless from any loss, claim, damage or liability of any kind involving an employee, officer or agent of the Contractor arising out of or in connection with this Agreement except to the extent that it is founded upon or grows out of the acts or omissions of any of the officers, employees or agents of the State of Wisconsin while acting within the scope of their employment where protection is afforded by ss. 893.82 and 895.46(1), Wis. Stats.

8. RESERVED.

9. TAXES AND FEES: The Participating Entity and its agencies are exempt from payment of all federal tax and Wisconsin state and local taxes on its purchases except Wisconsin excise taxes as described below. The Participating Entity, including all its agencies, is required to pay the Wisconsin excise or occupation tax on its purchase of beer, liquor, wine, cigarettes, tobacco products, motor vehicle fuel and general aviation fuel. However, it is exempt from payment of Wisconsin sales or use tax on its purchases. The Participating Entity may be subject to other states' taxes on its purchases in that state depending on the laws of that state. Contractors performing construction activities are required to pay state use tax on the cost of materials. Purchasing Entities other than State agencies may or may not be subject to federal tax and Wisconsin state and local taxes. It is the responsibility of the Purchasing Entity to provide the Contractor with the appropriate tax exemption information.

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 with notice. You agree that if we sell, assign, or transfer this Agreement and/or the Equipment, the new Lessor will have the same rights and benefits that we have now . You agree that the rights of the new Lessor will not be subject to any claims, defenses, or set offs that you may have against Supplier. The cost of any Equipment, Software, services and other elements of this Agreement has been negotiated between you and the Supplier. None of Lessor’s assignees will independently verify any such costs. Lessor’s assignees will be providing funding based on the payment you have negotiated with Supplier. You are responsible for determining your accounting treatment of the appropriate tax, legal, financial and accounting components of this Agreement.

11. DEFAULT AND REMEDIES: If the State fails to pay a properly submitted invoice within thirty (30) Days of receipt date, it shall pay a late payment penalty as provided in s. 16.528, Wis. Stats. However, if the State declares a good faith dispute in regard to an invoice pursuant to s. 16.528 (3)(e), Wis. Stats., it shall pay any undisputed portion of said invoice, and will be excused from the prompt payment requirement for the disputed portion pending resolution of the dispute, provided it gives timely notice of such dispute to Contractor in writing and escalates the matter through the dispute resolution process

12. UCC FILINGS: You grant us a security interest in the Equipment if this Agreement is deemed a secured transaction and you authorize us to record a 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 governed by Wisconsin Law. Venue for all legal proceedings arising out of the agreement, or breach thereof, shall be in the State or federal court with competent jurisdiction in Dane County, Wisconsin. In the event that any provision of this Agreement is contrary to Wisconsin law, such provision shall be null and void. The Contractor shall at all times comply with and observe all applicable federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this Participating Addendum and which in any manner affect the work or its conduct.

14. LESSEE GUARANTEE: Both parties agree, upon request, to submit the original of this Agreement and any schedules to the requesting party via overnight courier the same day of the facsimile or other electronic transmission of the signed Agreement and such schedules. Both parties agree that this Agreement and any schedules signed 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. LESSEE AGREES THAT A FACSIMILE COPY OR OTHER ELECTRONIC TRANSMISSION OF THIS DOCUMENT OR ANY SCHEDULE WITH FACSIMILE AND/OR ELECTRONIC SIGNATUREMAY BE TREATED AS AN ORIGINAL AND WILL BE ADMISSIBLE AS EVIDENCE IN A COURT OF LAW. WITH RESPECT TO THE UNIFORM COMMERCIAL CODE YOU AGREE THAT THE FAXED OR OTHER ELECTRONICALLY TRANSMITTED COPY CONTAINING YOUR FAXED OR OTHER ELECTRONICALLY-TRANSMITTED SIGNATURE AND OUR MANUAL OR ELECTRONIC SIGNATURE SHALL BE CONSIDERED THE SOLE ORIGINAL FOR ALL

15. COMPUTER SOFTWARE: Not withstanding 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 as per Agreement paragraph 4, WE MAKE NO WARRANTIES OF MERCHANTABILITY, DATA ACCURACY, SYSTEM INTEGRATION OR FITNESS FOR USE AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE, SYSTEMS INTEGRATION, OR OTHERWISE IN REGARDS TO SUCH SOFTWARE. CUSTOMER’S LEASE PAYMENTS AND OTHER OBLIGATIONS UNDER THIS LEASE AGREEMENT SHALL IN NO WAY BE DIMINISHED ON ACCOUNT OF OR IN ANY WAY RELATED TO THE ABOVE SAID SOFTWARE LICENSE AGREEMENT OF FAILURE IN ANY WAY OF THE SOFTWARE.

16. NON-APPROPROPRIATION: (Applicable only for State’s, public higher education and political subdivision of a State) You are obligated only to pay such Lease Payments under any Schedule to this Agreement as may lawfully been made from funds budgeted and appropriated for that purpose during your then current fiscal year. In the event you have requested and sufficient funds shall not be appropriated or are not otherwise legally available to pay the Lease Payments required to be paid in the next fiscal year, the Schedule shall be deemed to be terminated at the end of the current fiscal year. You agree to deliver written notice to us of such termination of at least 30 days prior to the end of the current fiscal year but failure to give such notice shall not extend the Lease Schedule term beyond the current fiscal year. If a Schedule is terminated in accordance with this Section, you agree to peaceably deliver the Equipment to us at the location or locations specified by us.

NASPO ValuePoint RFP-NP-23-001 4.12.2023 image1.png image2.jpeg image3.emf

Attachment 2 - KMBS Master Premier Advantage Lease Schedule with Maintenance.docx

For office use only (Check one): |_| Branch |_| Windsor

Master Premier

Schedule with Maintenance

APPLICATION NO.

MASTER AGREEMENT NO.

SCHEDULE NO.

CUSTOMER BILL - TO INFORMATION (Separate schedules must be completed for each billing location.)

STREET ADDRESS / P.O. BOX

BILLING CONTACT NAME

BILL-TO PHONE NUMBER*

FAX NUMBER

*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.

CUSTOMER INSTALLATION LOCATION

LESSEE LEGAL NAME

CONTACT NAME

PHONE NUMBER

Make/Model/Accessories (including Software Description and Supplier / Licensor if applicable) Asset Invoice Information Serial Number Start Meter Read(s)

|_| See attached ‘Schedule A’ for additional Equipment / Accessories / Software

TERM AND PAYMENT SCHEDULE

TERM IN MONTHS

# of payments

Payment Frequency

|_| Quarterly |_| Monthly

Payment Amount

(plus applicable taxes)

Advance Payment

Payment includes B&W pages per month

Overages billed at $ per B&W page

Payment includes Color pages per month

Overages billed at $ per Color page

The following language applies in the event a separate maintenance agreement is not signed.

1. MAINTENANCE AND SUPPLIES: The charges established by this schedule include payment for the use of the designated Equipment and accessories, maintenance by Supplier including inspection, adjustment, parts replacement, drums and cleaning material required for the proper operation, as well as toner, developer, copy cartridges and pm kits. All supplies are the property of Supplier until used. If your use of supplies exceeds the typical use pattern (as determined solely by Supplier) for these items by more than 10%, or should Supplier, in its sole discretion, determine that Supplies are being abused in any fashion, you agree to pay for such improper or excess use. Paper must be separately purchased by you. A page is defined as one meter 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 Supplier free and clear access to the equipment and Supplier will provide labor or routine, remedial and preventive maintenance service as well as remedial parts. All part replacements shall be on an exchange basis with new or refurbished items. Emergency service calls will be performed at no extra charge during normal business hours (defined as 8:30am to 5:00pm, Monday through Friday, exclusive of holidays observed by Supplier). Overtime charges, at Supplier’s current NASPO ValuePoint Master Agreement (“Master Agreement”) rates, will be charged for all service calls outside normal business hours. Supplier will not be obligated to provide service or repairs in the event of misuse or casualty and will charge you separately if such repairs are made. If necessary, the service and supply portion of the Agreement may be assigned. You acknowledge that (a) the Supplier (and not Lessor or its assignees) is the sole party responsible for any service, repair or maintenance of the Equipment and (b) the Supplier (not Lessor or its assignees) is the party to any service maintenance agreement.

2. 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. 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 the Agreement and either purchase or return the equipment to us. Notwithstanding anything herein to the contrary, for pools designated as “One Rate” pools, and escalations within the original Agreement term do not apply nor are meter readings required.

THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER AGREEMENT IDENTIFIED ABOVE.

LESSOR ACCEPTANCE

Konica Minolta Premier Finance

LESSOR

AUTHORIZED SIGNER

TITLE DATED

CUSTOMER ACCEPTANCE

FULL LEGAL NAME OF CUSTOMER (as referenced above)

AUTHORIZED SIGNER

DATED

FEDERAL TAX I.D. #

PRINT NAME

TITLE

KMPF0008 – US 10/01/16

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Attachment 3 - KMBS Master Premier Lease Schedule without Maintenance.docx

For office use only (Check one): |_| Branch |_| Windsor

Master Premier

Schedule without Maintenance

APPLICATION NO.

MASTER AGREEMENT NO.

SCHEDULE NO.

CUSTOMER BILL - TO INFORMATION (Separate schedules must be completed for each billing location.)

STREET ADDRESS / P.O. BOX

BILLING CONTACT NAME

BILL-TO PHONE NUMBER*

*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.

CUSTOMER INSTALLATION LOCATION

LESSEE LEGAL NAME

CONTACT NAME

PHONE NUMBER

Make/Model/Accessories (including Software Description and Supplier / Licensor if applicable) Serial Number Start Meter Read(s)

|_| See attached ‘Schedule A’ for additional Equipment / Accessories / Software

TERM AND PAYMENT SCHEDULE

TERM IN MONTHS

# of payments

Payment Frequency

|_| Quarterly |_| Monthly

Payment Amount

Advance Payment

END OF LEASE OPTIONS: You will have the following options at the end of the original term, provided the Lease has not terminated early and no event of default under the Lease has occurred and is continuing. 1. Purchase the Equipment for the Fair Market Value as determined by us. 2. Renew the Lease per paragraph 1 (on Agreement). 3. Return Equipment as provided in Paragraph 5 (on Agreement).

THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS OF THE MASTER PREMIER LEASE AGREEMENT IDENTIFIED ABOVE.

LESSOR ACCEPTANCE

Konica Minolta Premier Finance

LESSOR

AUTHORIZED SIGNER

TITLE DATED

CUSTOMER ACCEPTANCE

FULL LEGAL NAME OF CUSTOMER (as referenced above)

AUTHORIZED SIGNER

DATED

FEDERAL TAX I.D. #

PRINT NAME

TITLE

NASPO RFP-NP-23-001

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Attachment 4 - Konica Standard Maintenance Terms and Conditions Schedule.docx

ATTACHMENT 4 - STANDARD MAINTENANCE TERMS AND CONDITIONS – SCHEDULE A

The following terms and conditions apply to the provision of services by Konica Minolta Business Solutions U.S.A., Inc. (KMBS) to the Customer during the term of this Agreement.

NASPO ValuePoint RFP-NP-23-001

Equipment Services

100. Service Coverage Hours: Standard services under this Agreement are provided during normal business hours 8am-5pm, Monday through Friday, exclusive of core National holidays observed by KMBS.

101. Extended Coverage Services: Extended coverage services outside of standard coverage hours may be available on a per-event charge or fixed monthly premium.

102. Equipment Services: Equipment services provided under this Agreement include labor and parts required to maintain covered Equipment in a normal operating condition as set forth in the equipment specifications detailed on http://kmbs.konicaminolta.us.

103. Preventative Maintenance: Preventive maintenance shall be performed as needed to ensure optimal operation of Equipment. This includes component replacement, adjustments and cleaning. End-user maintenance as defined in the Equipment’s user guide is not covered.

104. Disclaimer: Repairs and/or services that fall outside the scope of this Agreement may be billed at the rates outlined in the Master Agreement, with prior authorization. This includes but is not limited to abuse/misuse, alteration or modification, 3rd party interference, use of non- standard supplies, usage beyond recommended operating parameters, theft, neglect, fire, water, casualty or other natural force. Failure to authorize repair and/or services may result in suspension or termination of this Agreement.

105. Site Environment: Customer shall be responsible to ensure that Equipment is placed in a location that meets manufacturer’s requirements (available on the KMBS website) including space, power, network, temperature and humidity. Electrical power must meet voltage, amperage and electrical noise level requirements. KMBS personnel will be granted reasonable and safe access to perform services when required.

106. Prerequisite to service: For Equipment not previously under a continuous maintenance agreement, KMBS may need to confirm the Equipment is in good working condition before the start of this Agreement. Remedial service may be required to bring the Equipment to proper operating standards and the labor and parts associated will be billed at the Master Agreement rates. A quote will be provided for Customer approval before work begins.

107. Relocation and Move Preparation: When requested, relocation services will be performed and billed at contract rates. Coverage at the new location is subject to service availability and acceptance by KMBS.

108. Initial Installation: Physical installation, removal of packing material and initial setup of Equipment will be performed by KMBS using default configuration settings at the location specified by Customer. Application of custom settings can be requested prior to installation. KMBS reserves the right to assess additional charges depending upon the extent of custom setup requirements.

109. Service Replacement: KMBS reserves the right to replace a device, at no additional cost to Customer, with a comparable unit when repair of the original device is not practical or economically feasible.

110. Color Calibration and Management: Routine and periodic color calibration and management of production color print profiles is not covered by this Agreement.

111. Additional Customer Requested Services: Customer may request services be performed that are outside the scope of this Agreement. Such services will not be covered under the Master Agreement, and shall be quoted and performed at agreed upon rates.

Supplies and Consumables

200. Consumable Supplies: If a supplies inclusive option is selected, KMBS will provide toner for covered Equipment on an as needed basis. Consumable supplies do not include staples (unless selected) or paper. Wide format equipment may have other coverage options and/or exclusions. The consumable supplies provided are the property of KMBS until they are consumed and are intended to be used exclusively in the covered Equipment. Customer bears the risk of loss of unused supplies in the event of theft, employee misconduct, fire or other mishap.

201. Expected Yield: Pricing under this Agreement is based on published and commercially reasonable expectations of supply and consumables consumption. At its discretion, KMBS 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%, KMBS shall have the right to invoice for the excess consumption.

202. Supply Source: Genuine Konica Minolta supplies will be used under this Agreement for Konica Minolta Equipment. For non- Konica Minolta products KMBS will provide fully compatible toner and print cartridges for use in covered Equipment.

203. Auto Supply Delivery: If services are provided as part of a managed services agreement, KMBS requires a designated Customer contact(s) to confirm supply shipments via email and maintain delivery address information via MyKMBS.com or other agreed methodology.

Software and Solutions

300. Licenses: KMBS hereby grants the Customer the non- exclusive, non-transferable right to install, and use the software, updates, upgrades and patches included in this Agreement, provided the Agreement is in effect.

301. License Reactivation: Customer is responsible to safeguard software license keys. KMBS may charge a reactivation fee in the event license keys need to be regenerated.

302. Site Environment: Customer shall be responsible to insure that software is installed in an environment that meets manufacturer’s requirements including operation system level, disk space, power, network, temperature and humidity.

303. Data Backups and restoration: Customer is responsible to manage server data backups. KMBS recommends adherence to industry best practices for backup procedures. In the event of a catastrophic data loss, the Customer is expected to restore the environment and data to prior state.

304. Access: Customer shall provide KMBS personnel with access to the servers and/or Equipment where the software is installed. Customer shall arrange and ensure that one of its employees or designated agents are present at all times when KMBS is performing maintenance and support services.

305. Solutions warranty: KMBS makes no warranty regarding the fitness of software that may or may not have been executed in conjunction with this Agreement for any particular use. If any 3rd party software or services are included at the time of sale, those warranties would be covered under the 3rd party end user license agreement or the master agreement between the 3rd party and KMBS.

306. Solution Integration: Solution integration with print output devices covered under this or another agreement may be affected by existing Customer software, configuration changes or other network environment issues. KMBS reserves the right to assess additional charges to resolve complex integration issues, including situations where the solution was initially provided by KMBS.

307. Term: Coverage for both level 0 (Software maintenance) and level 1 (Helpdesk support) begin at time of installation of software at Customer’s location. Level 1 support is only available when level 0 supports are in effect.

Software Maintenance (Level 0) and Helpdesk (Level 1)

400. Software Maintenance (Level 0): If this option is selected, the Customer is entitled support as defined in the ‘Patches and Updates’ sections.

401. Patches and Updates: Customer is eligible to receive periodic maintenance patches, hot-fixes and updates for licensed software covered under maintenance. Excluded are full version upgrades (i.e. v1.2 to v2.0) and the installation services required to install patches, hot-fixes and updates.

402. Access to patches and updates: Customer will be provided access to a website operated by KMBS or 3rd party supplier where patches and updates are accessible for download.

403. Start of service: Start of service rules may vary by OEM, software activation is expected within 30 days of purchase or install whichever comes first.

404. Current version: Customer is required to keep software and OS at the latest recommended version levels. Failure to perform recommended customer installed updates may result in suspension and/or termination of services under this Agreement.

405. Solutions Helpdesk Support (Level 1): If this option is selected, expert helpdesk support is available to the Customer to assist with covered software solutions including, PageScope Enterprise, Print Groove, Dispatcher Pro and select 3rd party solutions. Included are helpdesk services related to end-user support, baseline workflows, features and administrative functions involved in the operation of the software and workflows. Customer participation is required for remote and/or on-site support.

Professional Services, Solutions and Network

500. Initial Assessment: Customer agrees to provide or assist in gathering network configuration details needed by KMBS to perform contracted services.

501. Basic Network Services (BNS): BNS, where offered, covers common network integration in a MS WindowsTM centric environment with typical network schema and print/scanning requirements. KMBS reserves the right to assess additional fees depending on the extent of the network integration requirements needed.

502. Technical Pilot: When required Customer agrees to participate in a technical pilot where software installation, configuration, use cases and integration requirements are determined. Customer also agrees to participate in testing of the system(s).

503. Solution Baseline: Solution baseline is defined as the operating level and configurations agreed to by Customer and KMBS upon completion of the technical pilot and testing.

504. Enhancements: Enhancements and professional services beyond the baseline capabilities of the solution are available at an additional charge, per the pricing in the Master Agreement.

505. Digital Connected Support: Unless this option has been declined, expert helpdesk support is available to the Customer to assist with issues associated with device connectivity to network, printing from desktop applications, graphics application, scanning and support on many other digital machine functions. Configuration updates that are the result of changes to the Customer network environment are not included.

506. Customer Data: KMBS shall not be liable for any claims, damages and cost relating to loss of data or disclosure of data due to acts or omissions of Customer or its employees, end-user errors or release of administrator password.

507. Hard Drive Security: If ‘bizhub SECURE’ or a comparable option has been ordered, KMBS will provide advanced security services. These services include real-time, hard-drive encryption (level 2 encryption – comparable to Department of Defense standards and US Air Force standards) and document data security through disk over-write as well as user mailbox data deletion, HDD encryption, HDD lock and administrative password (according to Customer policy). KMBS Standard Maintenance Terms and Conditions - Schedule A

508. Professional Services Projects: When requested by the Customer, KMBS can provide professional services associated with the enhancement of the Customer’s printing, network connectivity, end of life hard drive disposal, fleet management, user experience, production management, job tracking and document environment. Such projects will be quoted and upon approval, performed and billed at the Master Agreement rates.

509. Basic Production Services (BPS): Complex products are offered with comprehensive end-user training (BPS). The training is crucial to proper equipment operation and to ensure the Customer achieves satisfactory output. Service related to operator deficiency will be performed and billed at Master Agreement rates. Additional end user training when requested can be provided and will be billed at the Master Agreement rates.

Meter and related

600. Meter Readings: Customer agrees to provide KMBS with a timely meter reading prior to the end of the billing period to be used to generate maintenance invoices. Should the Customer fail to provide KMBS with timely meter reads KMBS reserves the right to estimate meter readings. Repetitive failure of Customer to provide timely and accurate meter readings may result in the conversion of associated Equipment to flat monthly fee billing.

601. Definition of a Print: Each 8.5”x11” image generated by the covered Equipment is considered a ‘print’. Larger paper sizes result in images that are a multiple of a single print based on length (17” =2 prints, 27” = 3 prints, 36” = 4 prints and over 36” =5 prints). For ‘wide format’ equipment, one square foot of output equals one print. Duplex images count as twice the rate of simplex prints.

602. Electronic Meter Collection: KMBS offers vCare and other network based machine data collection methods for Customer convenience, billing accuracy and to enhance service effectiveness. Unless specifically directed otherwise, KMBS will enable vCare or network monitoring on capable Equipment. Should Customer opt- out of utilizing vCare, KMBS reserves the right to assess an incremental invoicing fee not to exceed twenty-five dollars ($25) per invoice

603. Feet Device Monitoring: If the Customer agrees to allow KMBS to install and maintain server based software to monitor the printing devices on the Customer network, and the monitoring software cannot reliably operate in the Customer’s environment for any reason, KMBS reserves the right to suspend or terminate services under this Agreement.

Maintenance

700. Aggregate Meter Billing: Increases in the maintenance and base usage charges for contracts with aggregate meter billing will occur at the annual anniversary of the initial establishment of the usage pool.

701. Auto Add of Equipment: Where the use of ‘Fleet Device Monitoring’ 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 based on Master Agreement pricing. The added device(s) will be covered under the terms of this Agreement. The Customer will be notified via email and may reject the addition of the device(s) by contacting KMBS.

Payment and Termination

800. Terms of Payments: Payments are due 30 days from the invoice date. Customer shall be responsible to pay all applicable sales, use, personal property or other taxes when due. NO CASH PAYMENTS ACCEPTED. Accepted manners of payment are by major credit card, check made payable to KMBS, or ACH transfer.

801. Default: Should Customer violate any aspect of this Agreement including payment obligations, or in the event Customer is insolvent and/or declares bankruptcy, KMBS may suspend or terminate any or all portions of this Agreement and may enter the Customer’s premises to recover property or equipment owned by KMBS.

802. Termination: During the term of this Agreement or any renewal thereof, the Customer or KMBS may provide the other party 30-day written notice of cancellation or intention not to renew with or without cause.

900. Entire Agreement: This, along with the terms and conditions outlined in the Master Agreement, is the entire agreement between Customer and KMBS on the subject matter hereof and supersedes any proposal…