COUA  Dale County Commission Commission Meeting Minutes - April 123, 2019  The Dale County Commission convened in a regular session Tuesday, April 23, 2019. The following members were present: Chairman Mark Blankenship; District One Commissioner Chris Carroll; District Two Commissioner Steve McKinnon; District Three Commissioner Charles W. Gary; and District Four Commissioner Frankie Wilson. Chairman Blankenship called the meeting to order at 10:30am. Commissioner McKinnon opened with the Pledge of Allegiance. Commissioner Gary followed with  prayer.  APPROVED - AGENDA  Commissioner Gary made a motion to approve the agenda.  Commissioner Wilson seconded the motion, all voted aye. Motion carried.  APPROVED - MEMORANDUM OF WARRANTS Accounts Payable Check Numbers 83247-83349. Payroll Check Numbers: 154552-154553. Direct Deposit Check Numbers: 30595-30734.  Commissioner McKinnon made a motion to approve the following Memorandum of  Warrants:  Commissioner Carroll seconded the motion, all voted aye. Motion carried.  APPROVED - APRIL9. 2019 MINUTES  Commissioner Carroll made a motion to approve the Minutes of the Commission Commissioner McKinnon seconded the motion, all voted aye. Motion carried.  Meeting on April 9, 2019.    Dale County Commission  Commission Meeting Minutes - April 23, 2019  Page2of3  APPROVED - EMPLOYEE TRAVEL  Commissioner McKinnon made a motion to approve the of the following: Mark Blankenship - Alabama Opportunity Zone Forum =  Auburn, AL - $368.77  Commissioner Carroll seconded the motion, all voted aye. Motion carried.  APPROVED - MAINTENANCE AGREEMENT : JAIL  Commissioner Gary made a motion to approve the maintenance agreement for the Jail's fingerprint machine with Idemia Identity & Security. See Exhibit 1. Commissioner Wilson seconded the motion, all voted aye. Motion carried.  APPROVED - PERSONNEL  Commissioner McKinnon made a motion to approve the hiring of James Rickey Ballard Equipment Operator Il- $14.82/hour and to correct the pay for Jimmy Peters to  $12.50.  Commissioner Carroll seconded the motion, all voted aye. Motion carried.  APPROVED - BID - FORESTRY MANAGEMENT SERVICES  Commissioner McKinnon made a motion to approve the bid from M&W Forestry Consultants, Scenario 2, in the amount of $49,300.00. See Exhibit 2. Commissioner Carroll seconded the motion, all voted aye. Motion carried.  APPROVED . WORK REQUEST - ROAD & BRIDGE  Commissioner Gary made a motion to approve the work request for Midland City Commissioner Wilson seconded the motion, all voted aye. Motion carried.  Elementary School. See Exhibit 3.    Dale County Commission  Commission Meeting Minutes -A April 23, 2019  Page3of3  APPROVED - LEASE AGREEMENT - SOLID WASTE  Commissioner McKinnon made a motion to approve the Canon photocopy machine Commissioner Carroll seconded the motion, all voted aye. Motion carried.  lease agreement. See Exhibit 4.  ANNOUNCEMENT = NEXTREGULAR MEETING  Chairman Blankenship announced that the next regular meeting of the Dale County  Commission will be Tuesday, May 14, 2019 at 10:00am.  ADJOURNMENT: CONFIRMATORY STATEMENT  Commission Wilson made a motion to adjourn the meeting. Commissioner Gary  seconded the motion. All voted aye. Motion carried.  Itis hereby ordered the foregoing documents, resolutions, etc., be duly confirmed and entered into the minutes of the Dale County Commission as its official actions.  M  Mark Blankenship, Commission Chairman    Exhibitl    Exhibit2  COUN  DALE COUNTY COMMISSION  Commission Chairman Mark Blankenship  Commissioners Chris Carroll Steve McKinnon Charles W. Gary Frankie Wilson  County. Administrator Cheryl Ganey  Districtl District2 District3 District4  9  M ISS  CONTRACT  The Dale County Commission does hereby enter into agreement with M&W Forestry Consultants, LLC for the Forestry Management services providing all labor, equipment and supplies involving herbicide application, prescribed burning, and replanting Loblolly Pine Trees over the approximate 170 +/- acres of cutover property located North of Dale County's C&D landfill. Land is located in Sections 12 and 13Township 5N, Range 24E. Service provided shall also include appropriate scheduling for the above work to be performed, as well as a written timeline and plan of action for the future management ofs such land, SO as to maximize the future yield of  the Pinetree timber harvest. Dale County will install fire lanes.  The Dale County Commission agrees to the terms and conditions as described in Scenario 2 (attached) using  containerized Loblolly Pines at a total cost of $49,300.00  Company  Title Date  Signature of Authorized Representative  I, hereby certify that  al Notary Public in and for said County, in said State,  whose name is signed to the  foregoing instrument and who is known to me, acknowledge before me this day, that beingi informed oft the contents of this instrument, he executed the same voluntarily on the day the same bears date.  Given under my hand and official seal this,  day of  2018.  Notary Public  My Commission Expires: H Dale County Commission Chairman  (Notary Seal)  Mark Blankenship  202 South Highway 123, Suite C . Ozark, AL36360 Phone: 334.774.6025 . Fax: 334.774.1841    Exhibit2  Bids will be only accepted from contractors that are licensed and insured. Proof ofi insurance and licensure shall be submitted with bid. A bid bond of $500.00 must also accompany all bids, no exceptions. The bid bond may also be in the form of a certified/cashiers check made payable to thel Dale Bid bonds of the unsuccessful bidders shall be returned once the bid is awarded. References may be required We hereby affirm we have not been in agreement or collusion among bidders or perspective bidders in restraint of Freedom of Competition, by agreement to bid at a fixed price or to refrain from bidding or otherwise.  County Commission. from the lowest bidder.  BID FORM  FORESTRY MANAGEMENT SERVICES:  U.S.I DOLLARS  B34,270-82  M+w Fonashny Consullents,c CmpMdaill Signature of Authorized Representative  Lo-Amn/menke fLLC  Title Date  4/23/19  LAnoa Mernt  aN Notary Public in and for said County, in said State,  hereby certify that Cinton L Wlks  whose name is signed to the  foregoing instrument and who is known to me, acknowledge before me this day, that being informed of the contents of this instrument, he executed the same voluntarily on the day fhe same bears date. Given under my hand and official seal this 23 daypf Apr  2018.  NANLT Notary Public  My Commission Expires: 1a3  (Notary Seal)  Mi  Mark Blankenship  Dale County Commission Chairman  Page 2 of2    Exhibit2 2  April 22, 2019  M&W Forestry Consultants, LLC.  P.O. Box 271 Ozark, AL 36361 Clint Wilks (334.447.5728)  Dale County Commission 202 South Highway 123, Suite C Ozark, AL 36360 To Whom It May Concern:  Listed below are the practices that will need to be performed on the 170+/-acre cutover area owned by the Dale County Commission. Notice there are two scenarios; one for planting Bareroot Loblolly pine  and one for planting Containerized Loblolly pine. Scenario 1- Bareroot Loblolly Pine Site Preparation Spraying-- M&W Charges  $85.00/ac. .x170ac.= $14,450.00  The spraying will be performed within the months of. June-August 2019.  This will be performed with al helicopter at the rate of 40 OZ. Chopper, 64 OZ. Accord XRT, 16 OZ. Garlon XRT, and 32 OZ. ofSurfactant per acre. This is performed to kill off all vegetation currently growing in the  cutover.  Firelane Establishment--  Dale County to Install/Construct Firelanes  This is usually performed 3-4 weeks after spraying has been performed. M&W requests to be on site while Dale County's bulldozer operator performs the firelane installation to ensure they meet standards needed to perform a safe burn. The correct acres will be determined, by GPS, once the firelanes have  been installed. Prescribed Burning-- be present. Loblolly Tree Planting--  M&W Charges  525.00/ac.x170ac.-5 $4,250.00  This is performed 6-8 weeks after the spraying has been performed. Favorable weather conditions must  M&W Charges  $121.00/ac.) x170a.-520.570.00  Trees will be planted in the months of. January or February 2020. The trees will be planted by hand ata rate of 622 per acre. The trees will be 3rd Generation Bareroot Loblolly Pine seedlings.    Exhibit 2  April2 22, 2019  Scenario 2- Containerized Loblolly Pine Site Preparation! Spraying--  M&W Charges  85.00/ac.x170ac.-514,450.00  The spraying will be performed within the months of June-August 2019.  This will be performed with al helicopter at the rate of 400 oZ. Chopper, 64 OZ. Accord XRT, 16 OZ. Garlon XRT, and 32 OZ. of Surfactant per acre. This is performed to kill off all vegetation currently growing in the  cutover.  Firelane Establishment--  Dale County to Install/Construct Firelanes  This is usually performed. 3-4 weeks after spraying has been performed. M&W requests to be on site while Dale County's bulldozer operator performs the firelane installation to ensure they meet standards needed to perform a safe burn. The correct acres willl be determined, by GPS, once the firelanes have  been installed. Prescribed Burning-- be present. Loblolly Tree Planting--  M&W Charges  $25.00/ac.x 170 ac.=$ $4,250.00  This is performed 6-8 weeks after the spraying has been performed. Favorable weather conditions must  M&W Charges  5180.00/ac.x170ac.=530,600.00  Trees will be planted in the months of January or February 2020. The trees willl be planted by hand ata a rate of 605 per acre. The trees will be 3rd Generation Containerized Loblolly Pine seedlings.    Exhibit2 2  April 22, 2019  Total Job Prices  Scenario1-$39270.00  Scenario2-549.300.00  Notice the difference in the two scenarios ist that we will plant Bareroot Loblolly seedlings at a rate of 622 per acre (7'x10' spacing) in Scenario 1and Containerized Loblolly seedlings at a rate of 605 per acre (6'x12's spacing) in Scenario 2. Containerized seedlings normally have less mortality due to the fact that they are "containerized" (they are grown in individual pots and come to the field with the potting medium still around the roots). With containerized seedlings there is no need to worry about' "!" rooting as with bareroot seedlings. Al lesser number of trees can be planted when using containerized Ify youl have any questions on anything on this proposal, please give me a call at 334.447.5728. Thank you fort the opportunity to present this proposal and llook forward to possibly working with you.  seedlings due to them exhibiting less mortality than bareroot seedlings.  Yours in Good Forestry, CuJu Clinton L. Wilks M&W Forestry Consultants, LLC. ALI Registered Forester #2128 334.447.5728 mwforestryconsultants@yahoo.com www.mwforest.com  Trees will need 4ho be hinned arovnd ase I-13. 24 Thianins is + be perfww around 45e5 17-18. And fhal harwst is tetommended Arovnd as 35-26.  CH  ( Thinnins wll bris *350/ac 344 Thramins will brins W70o-MSoo/sc  HI ys0o-"yzo/ac  Fmal Harvesh will bring  Contralled byentrg is retomia ewry 3-4 ye4's afier 4a 1 Thnoins + redee Compahien  and allow +s to Snw better,    Work Request Form Dale County Road & Bridge Department Dale County Board of Education  Exhibit. 3  Government Entity: Date Requested: Requested by: Signature:  4/22/19 Ben Baker 52  Project Location:  Midland City Elementary School  Description of Work:  Patch potholes in front driveway  Cost Estimate: (tob be completed by County Engineer and/or personnel  lton @ $222.56  Road and Bridge Reimbursement Options:  X  1. 100% by the requesting entity  2. 50% General Fund /50% requesting entity 3. 100% by the General Fund  Commission Meeting Date: 04/23/2019  Approved (Y/N):  NOTE: Responsible party will bei invoiced the actual county cost for labor, equipment use and materials. Equipment use cost is based on Blue Book rates.    Canon CANONSOAUTIONSA AMERICA Canon Solutions America,Inc. ("CSA") One Canon Park, Melville, NY11747 800)-613-2228  Exhibit 4  UNIFIED LEASE AGREEMENT #ULF S0956440.01 Order Date: 4/19/2019  Salesperson: Laura Lynn Dillard  Customer ("You"): Customer Account: 2020572 Company Legal Name: DALE, COUNTYOF Doing Business As: City: OZARK State. AL Contact: CONNIE PETERS E-Mail: Lease Information Lease Term #ofF Payments 48 Months 48 Payment Frequency N Monthly Quarterly Equipment Maintenance  Organization Information Federal Taxi Identification Number (TIN): Corporation Partnership Non-Profit Corporation s Sole Proprietorship Ifselected, complete Date of Birth, Chief Executive Office and: addressf forr notices:  Limited Liability Company Limited Liability Partnership State orl Local Government  Billing Address: 202 SHIGHWAY 1235 STE ADALE COUNTY SOLIDV WASTE  County: DALE Phone: 334.774.6212 Fax:  Zp 36360-8819  Address: City:  State: Zip Amount Due at Signing TOTALDUE/ ATSIGNING* $_0.00 Check must accompany agreement (estimated) Yes (Attach certificate)  Payment* ("Plus applicable taxes) End ofLease Term Purchase Option"*  #of Payments in Advance 0  123.33  Tax Exempt Under separate agreement Ifaddingt to anexisting Aggregate.provide Assrerate Charges See Schedule A VNo  Fair Market Value $1.00 Included for all Equipment  Other  Equipment Description: See Schedule A Selectic option: Excess Per Image Charge Billing Cycle M Monthly Quarterly JOther Consumables Inclusive 3 Toner (excludesclear) JOther supplementst thereto. "Agreemenr) with! thec  Included, except for Equipment excluded on Schedule A  Declined Coverage Plan POR Required  PerUnit Fleet adingtoribtnget, appicable Aggregate ether acontract #ors serlalaunder  contracte  Toner Fulfillment Method Customer order unless noted for Equipment YesPO# ons Schedule A" Persona! Guaranty  Theu undersigned (whether oned or more ares specfied," Guarantorisy" ind consideration OICANONS SOLUTIONS AMERICA, INC (CSA)entenng intoa unfied leasea agreement (together with anys schedulesor odassigns. thep paymentv whend due ofall amounts owedu undert theA Agreement whether atmatunty oru upont thec occurrence ofane evento of delault ord atherwisel and the performancet by Cuslomer ofa allt ters of thAgreementa anda any othert transactiont between Customera andL Lessor (or CSAa asa assignedt tol Lessor) (collectvely." "Liabilites) "Customer shalifait tapay orp performa anyl Liabilibes when due. Guarantors shày upond demand. paya anya amountsy which may beduet from Customer andtake anya actionn requiredo of Customer under theA Agreement. Thisis is absolute ando continuings guaranty ando Guarantors' hability under this Oyarantyi is primary andw wll nott be affected panys settlement. extension, renewald orr modfication oft the Agreementor: anyd discharge or reles oro Customer's obligatons. whether by agreemento or operation lfany bement appliedb by Lessor ont they Vébilbes st thereafter sel aside, recoveredo or requred tober retumed for anyr reason (includingy wgbutl limtation thel bankruptcy. insolvency orr reorganizationg. Customer &any otherp person). thel Liabiyistow whichs such paymentv wasa applieds shall fort thep purposesbfihs Guarantyt bed deemedt tor haycontinuedi ine exstepce. notwthstandings sucha application. this Guaranty: shèybe enforceable asto tos supLiabibes asf fully asif sucha applicatont nadn never beenn made *pis Guarantyr may bes lerminateffonly upons sixty (60) as prior wnttenn noticet to CSAa andl isor, and sucht termnato shallb be qve onyast toLiabiltes ansing unders schedules, supplements. ora agreemehts enteredinto after thee efleive date oflermnabont andhs ghall not alfect Lessors nghts yder ths lares sabsfiedi intulieh owals ande extensions oflme of payment, (birelease, subsbtutiono or compromied ofore realizauog" pont theE Equipment. otherg guarantes or ày collateral secydya and! (c)e exercise STATE ORF FEDERALCOURT LOCAEDIN THE COUNTY OFC CAMDEN ORE BURLINGTON. NEWJ JERSEY AXLESSORSS SOLE OPTION. IN1 THE STATEV WHERÈ RANTOR. CUSTOMER ORE EQUIPMEXT ISLOCATED GUARNTORS. BYT THEIRE EXECUTION/ ANDE DELIVERY HEREOF. IRREYOO WAIVE OBJECTIONS TOJ JURISDICTIONOF syee ANDOBJECTIONST TO Guarayfors agreet thato CSAE andL Lessor maks accepta facsmle ord other electronict transmssion ofthsG Guarty asa cnal andt that facsimie ore electronically transyiedo copies ofG Oyarantors'  identifieda above ("Customer). rrevocably andu uncondtionally jointly ands severally. guarantee toLessor (as definedir in! the Agreement) andr itss successors  oflaw Guaranty arsin utof anyd defenses ava thea acceptancedf Guarantorss  yt ord other agreements enteredi intoy pnort tos sucho date Guarantors walye all damages, demands bresentments andnouices afevery kinda andn nature. anyr righys ofset-oft. and hror (othert thant thec defense ofp paymenta andp performance infull) undera apk licablel law Guarantory Murthery waive any (i)r notice ofthel nç umngo ofi indebtedness) Customer and (right ton require suta against Customer ora any otherp party before enforcind this Guaranty andiyeinghtols subrogabontol Lessor's nght egainst Customer v thel Liabilibes  ofanyo otherr nghtu unker any other agreement! between Lessor (or CSAE as assignedt by Lessor) anCusi andy without in S ecting Guarantors' liabityt undert this Guaranty. GUARANTY SHAL AL MRPOSES BE DEEMEDA CONTRACT ENTEREDINTOINT THES STATE QE BY THEL LAWS OFMESTATÈONEW JERSEY WITHOUT REFERENCE TOC CONFLICTO OFLAWP PRINP TOVENUE AND CONVENIENCEOF FORUM GUARANTORS. BYT THEIRE EXECUTIONA ANDO DELIVERY WAIVE AM RIGHT TOAJURY1 TRIALI INNY SUCHPROCEEDINGS signatyesw wallb bet treateda as and onginal for allhyrposes  ya party. may ben made. granted ande etfoçtedbe essor wthgr noticet to Guarantors THEF RIGHTSOF1 THE PARTIES UNDERTAS BANTY SHALLI BE GOVERNED ACTIONBETWEEN GUARANTORS ANDLESSOR LBE BROUGHTI INA ANY  ses (includinga altomeys' feesa andle legale expenses) padorir incurredby Lessh  toc collectt the Liabilities ora any partu thereol PCSAA ANDLESSORE BY THEIRA ACCEPTANCEY  the Guaranty THIS HÈREBY IRREVOÇABLY (nob ute) Dale Phone (nou utie) Date Phone., Date Title Date: Title  PrigyledName idress Panted Name Address  Signature Signature  EVYGUREIGNATUREL BELOW,Y YOUAGREE TOLEASE ELIEUSIISIEDONECREDUIEAOKINZ ANY ADDENDUWSTTOTHISZ AGREEMENI: YOU ACKNOWLEDGE RECEIPT OF A COPY OF THISA AGREEMENT, INÇLUDING' THE GENERAL TERMS AND CONDITIONS, WHICHA AREI INCORPORATEDI HEREINBY  REFERENCE. The undersigned: and CSAI have eacho caused this Agpéementt to bee executeda asc oft the datef first written below.  Customer's Authorized Signature: CSA Authorized Signature: Printed Name: SLS-109F CFS-1210 Seplember 2018  Printed Name: AL Ahlip  2A  Page    Exhibit4  GENERAL TERMSA AND CONDITIONS  ULF # S0956440.01  1. LEASE OF EQUIPMENT ANDS SOFTWARE  routiner maintenance: services. CSAmay. atils option, () substitute comparable! Equipmento or (i) charge except lot thee extenti indudeda as al Lisledi Item andr may bec conditioned ony your agreement toas separale statement olv work ord ather documento coveringt thes scope ands scheduled of nsataionhmplemenaton configuration options, responsibiities ofe eachp party. and otherr malters, beyond! thei initials scope describedi ins such separale document (d) Supporth fork Lisled Softwareis applicable separates support contract, andisr notp provided! by CSAI under this Agreement except as automaticallyr renew on ana annual basis, subjecttoa apricei increase aflert their initiall lerm. (e)CSA parto oft thel Equipment andf for Listed Software, but: ()o onlyifs such upgrades and! bug! fixes are eitherl Listed Software orf fora any upgrades andb bugf fixes, butif finstallationis done! bya anyone olher lhan CSA, CSAS shall haver nor responsibiktyt fora any performance or otheri issues lhatr may result from suchi installation. (C CSA: shall also user reasonable efforts top provide Level support fortt thel Lisleds Soflware (excepl thatf ford certaint Listed Solware, Level1 1support shalll be provided developer thereofi isine eflect). Level1 support consists of()p providing! help-line telephone assistancei inoperatingt thel Listeds Software andi identifying servicep problemsi int thel Listed Software. and attemptingtot troubleshool any suchp problems. (i)e escalating operaling problems lo thes applicable developer ofthel Listed Sofiware asr needed tor rectify such problems, mainlainingal logofs such; probiems to: assistir intracking! thes same. Maintenancei includes replenishment oft toner only (and olher consumables, but onlyif lerminate theN Maintenance ifyou use consumablesi ina ac different manner. lfyour loner usage image coverage. CSAr mayi invoicey youf fors suche excess usage. Your may purchase additional lermination ofu thisA Agreemento or Maintenance. (C)lfy yous selectedt theF Fleeto or Aggregate thes Schedule unless otherwisei indicaled. Ifspecified onp page1 that thel ListedI lems aret being addedt to an existing Fleel Coveragei Planu under aprevious agreement betweeny yous and CSA, agreemenis! lorv which the addt to existing! fleet option wass selected. and () ther maintenance lerm fora all Lisled! llems undert this Agreement: shall bet thes same ast ther maintenance term for all listedi items undera alls suchp previous agreements. (d)lfs specifiedo on thef face page thatt the ListedI llems areb being addedt to an existing Aggregate Coverage Planu under a previous agreement! betweeny you: and CSA, the Covered Images shalla applyt to allo ofthe Equipmenton thes schedule. unless otherwisei indicaled, plus the listedi items under thep previous agreement(s). and allo other agreements forv whicht thea addt to existing Aggregate Coverage Plany was selected. ona ana aggregated! basis, fors sal long ast ther mainlenance term fora all such listed ilems continues. (e) Unless otherwisei indicated on Schedule A youa authorize CSAto use networked features oft the Equipmenti includingi imageWARE tor receive soflware updates, activate features/new! liçenses andt transmit use ands service data accumulatedt byt the Equipment overy your network byr means ofank HTTPS, protocol andu los store, analyze andi uses suchd data for purposes relatedt tos servicingt the Equipment. providingr reports andp producti improvement. This! featureisr not accordance witht theN Meler ReadN Method selected. lfyous selecled ther myCSA website. you. performance ofN Maintenancei ifa and sol long asa any Payments areo overdue, and that shali beir invoicedi ina accordancev with CSA's thencurrent! labor. parts ands supplys charges: (a) staples. otherr media. print heads andp puncher dies; (b)r repairsr necessitated! byf factors othert than Equipment: theu use ofp parts, supplies or sofiware nots suppliedby CSA: service performedby anyone othert than CSAa accident; use ofE Equipment withr non-compatible hardware ors sofware de-installation, re-installation, orr relocationof Equipment; (d)n repairst toorn realignmentof nelwork environment; (e) workn requesledt tot bep perfored outside ofCSA'sr regular business hours; and () repair ofa anyr networkisystem connection devices, exceptv when!i listed onp page M youhave NOT selected Mainlenance onp page 1, anyo ofthen mainlenance: services describedin Paragraph2.1 aboves shall be available anly upony your request. either. unders separate agreement with CSAork Invoicedina accordancey with CSA's thenc current! labor. parts ands supply charges. other lerms ando conditions ast requiredby CSA. Such separate agreement(s): shali solely govem, andt this Agreement shall nota applyt to, thes services descibed therein. CSA shall havet hadt thec opportunityt tor relum thep productt to goody working arder in accordance replaced units shall! bec deemedt terminated andt the replacement units shall bec deemed a Listed  1.1 Listed Items: Commencement plLease:Lessor. CSAS shall supply. fork lease byy you cancel anyt balance ofthel lermo ofi its maintenance obligations ast tos such Equipment andr refund asp provided below, andy yous shalll lease theu units ofe equipment "Equipment") and icenses of theu unearned; portion of any prepaid Usage Payments. Parts orE Equipmentr replacedo or removed software withs separate support contracts, ifa applicable (Listed Software", andt togelher witht the by CSAinc connectiony with Maintenance: shal becomet thep property of Lessor andy youd disclaim Equipmenta anda alln replacements anda additions Ihereto," "Lisled Items") )indicaled on Schedule anyi interesl int them. (c)! nstslatowimpiemertations oft Listed Software mayt bes al ana additional (defined! below), andk keept themf free ando deard ofalll liens ande encumbrances. This Agreement whichs shalls solely govemas lot ther malters coveredu therein. Additional charges may apply work Date"). Thel ler oft this Agreementt begins on thed dale accepted by CSAC or anyk later date that provided directlyb byt ther respeclive developers thereof and ass self forthine eacho developer's months specified onp page 1(together with any renewal periods, Lease Term'). Your execution expressly provided herein, Supportk for Listed Software may require separale purchase byy you ofa ofana acceptance certificate provided by CSAS shallo conclusively establish! that thel Listed! ltems support contract, unlessi included under thisA Agreement asa alisted llem. Thet terms ofs support havet beenc deliveredt to andi irrevocably accepled byy you. lfyouh haver not, within1 10d days after contracts forl Listed Software area available from thed developers, orv willl bep providedt toy youb by CSA delivery of Equipment, deliveredt tol Lessory written nolice ofn non-a acceptance ofa any Equipment. upon request. Notwithstanding: any provision inthes support contract tot thec contrary. itshall irrevocably acceptedt theE Equipment. Aftera acceptance, yous shalll have non right to cancel this shall make availablet toy youfrom timet tot timeu upgrades and! bugf fixest fort thes soflware!l licenseda as whatsoever, including lermination of any maintenance servicest thatn mayt be provided! by CSA provided loC CSAbyt thed develapers ols suchl Listed Software, (i) availability of upgrades andbug under this or anys separate agreement. Tillete to aLisled! Items shall bet transferred! by CSAI to fixes may! bea ata additionald charge, and (ili)ir installation ofs suchu upgrades and bugf fixest by CSAif Lessor. CSAS shall assignt toL Lessor allofit its rights (butr none ofitso obligations)y withr respect to requested! byy yous shalib be ata additional charge Yous aren notr required tou use CSAI forli Installation af 1.2 Payments and Costs. Yous shallp pay toL Lessor eacht billing periodt thef fixed base and.M. onlyifands 5o longasas separates soflware support contract! lors such Listeds Softwaref fromt the payments, theni invoicingf fore Payments, including Usage Payments, shallt be quarterly. and facilitatngo contactt belween youa andt thed developer oft thet Lisled Software asn necessary. and( (i) term. ForE Equipment designaled as Corporale Advantage, then meter shallr record ac quantity of 22 Maintenance Terma and Charges. (a)N Maintenance: shall start ont thel Lease 2images for anyi imagey produced onn mediav widert than 8% The Payments shallr noti increase Commencement! Date ands shallo continue fort thel Lease Term. (b) Consumables Inclusive Paragraphz 2. 1(b). Invoices shall bed due andp payable uponr receipt. AIIF Payments willl be applied specified onp page 1)1 Toneri is supplied for exclusive usev witht thet Equipment. CSA may Payments shall ber madev without selc offoro deduction, evenif thel Listed! lems malfunction: and exceeds byr more! than1 10% thep publishedr manufacturer: specifications forc conventional office Lessort to adjust thef Payments andt the Endo ofT Term Purchase Option amount (ifs specified on loner from CSAifr required Yous shall bear allr risk of1 loss, theft ar damage to unused page 1)(Purchase Oplion") by upto 15%1 Wthea actual costo of thel Lisled items anda any relaled consumables, whichs shall remain CSA's property ands shall ber relurned promptly upon sucha amountsv werel based Yous shall payas $85 documentation! lees and any applicable taxes Coverage Planc onp page 1, the CoveredI Images! Indudeds shall apply to alloft the Equipment on andy yous shallreimbursel Lessor forll Ihe same plus processing fees (colleclively, "Costs). You (thef feets shalli includet the! listedi itemst undert the previous agreement. anda allo other  A. Thel Initiall lessori is Canon Financial Services, Inc. (togethery with any! luture successors anda assignees ofitsr righis as lessor, "Lessor). Yous shall keep thel Lisled Items atl the" Ship To" location, notn move them to anolherl locationy without thep priorv written consento ofLessor be effective ont the datet thel Lisled! Items are delivered to you( ("Lease Commencement CSAC designales ("Agreement! Dale) ands shallo continue fora ani initial term oft then numberc of specilying ther reasons and referencing this Agreement, yous shalll bec deemedt tol have Agreement or returnt thel Listed Itemsp prior to the end oft the! Lease Termf fora anyr reason the! Listed llems, includingt ther right tor receive all Payments. Lessor does nota ands shallr not assume any obligations under thisA Agreement. CSA shallr remains solelyl liable! fort the performance ofa all mainlenance, service. andv warranty obligations describedi int this applicable, thep peri image charges and allo othera amounts, asi listed ands specified onp page 1 ands Schedule A ands such other amounts permittedi int thisA Agreement asi invoiced byl Lessor (collectively. "Payments"; peri image charges aret the" "Usage Paymenis", anda allo other Payments aret the" "Fixed Payments"). IYouh have optedh foran ninety (90) dayd deferral of noF Payments shall be due fort thef firsl ninety (90) days following commencement oft thei inilial duringt thei inilial term. Prepaid charges shallr not ber refundable excepl as providedi in in sucho ordera asi Lessor, initsd discretion, may delermine. This leasei isar netlease. Fixed irespective ofa anyn non-p performancel by CSAC ofitsn maintenance obligations. Yous authorize services ands supplies, Including anys sales andu uset tax, exceed CSA's estimales on which (including personal property tax). expenses, charges andf feesi imposed withr respect tot the ListedI Items, the Paymenis ory your performance orr non- performance under this Agreement, agree thatl Lessor mayi ini its sole discretiona apply, buts shallr notb bec obligatedt to apply. any amounts paidi ina advance loa anya amount due orb tot become due! hereunder, andi inn no event shalla any amount paidi ina advance earnk interest unless requiredbya applicablel law Ifany Payments arel lale. yous shall pay (a) thea actuala andr reasonable costs ande expenses of collection, including attorneys' fees, whether or nots suitist brought, (b)al lalec charge equalt to theh highero of1 10% ofthe amount duec ar $25, asn reasonable! liquidated damages, and (c)if Lessors shouldt bringo court action. youa agreet thata attorney! leese equal lo: 25% ofthe amount soughts shall bec deemedr reasonable, ineacho caser not lo exceedt ther maximuma amount 1.3 Purchase Options:Retum, (a)E END OF TERMI PURCHASE OPTION. To elect this option, yous shall givel Lessor 600 days' priori irrevocable written notice (unless! theF Purchase Option priçei is $1.00)t thaty youv willp purchase. upon thee expirations ofthe Lease Term. allu the Listed! tems atthe Purchase Option price plus any Cosis. (b)F PRIOR TOI MATURITY theL Listed items atap price equalt tot thes sumo ofa allr remaining Payments. plust thef FairN Market leasie 60d daysb before the endo oft thel Lease Term, sendt toLessorv writtenr notice (the" "End of ofl theL Lease Terms shatir relurn the Equipment asp providedb below. Unless this Agreement goodo operating condition, ordinary weara andt tearr resullingf fromp proper usee excepled, toa Fixed Paymento or of upt to $250 fort thep processing ofr retumed Equipment. Iffora any reason youf fail tor relurn any! Equipment to Lessora as provided Int this Agreemen!! by! thel lasto dayaf eacht billing period orp portiont thereoft that suchr retumi is delayed. lyout failt to provide the payk loLessor upond demandt the6 60d day equivalent ofF FixedF Payments tos satislyt the Endof Term Nolice periodr referenced above. Yous shallr reimburse Lessor fora any cosisi incurred! by Lessor to place the Equipment in good operating condition. 2. MAINTENANCE. YOUS SHALLF RECEMVE THEI MAINTENANCE DESCRIBED! IN1 THIS PAs.Ohw2rHananen ONLYIF YOUHAVEA ACCEPTED! MAINTENANCE ON 2.1 CoveredService. (a) CSA: shallp provide allr routinep preventiver maintenance: and safea accesst tot theE Equipmentt top performo on-s sites service CSA mayt terminale sn maintenance inCSA's opinion, anyE Equipment cannol ben maintainedi ing good workingo ordert through CSA's  shalll  forv  Agreement.  all  including  permittedt byl law.  PURCHASE. Youmay, ata anyt time, upon 60c days' priori irrevocabley wriltenr notice, purchase all capable ofs sendingo orr receivingi image data. (0) Yous shall provide meter readings to CSAin Value. plus Costs. Forp purposes ofthisA Agreement, "Fair Markel Value" shallt bel Lessor's relail youre emplayees or agents shall complete CSA's registration process govering access to and pricea att thel limey youn nolifyl Lessor olyouri intent! lop purchase theL Listed Items. (c)L Listed! llem usec ofs suchy website, andy yous agreet tot beb bound by. ando comply withi its1 Terms ofl Use. CSA purchases shal be" "AS-IS WHERE-I IS"v withouty warranty. except lort title; purchases ofl liçenses mayo changey your meler reado options fromt time tot time uponé 600 days' notice. MCSA does not ofListed! Software ares subjecit tot thet terms thereot. (d) Unless thisA Agreement contains a$1.00 receive timely meter readings! Iromy you,) yous shall payi invoices thatr refleci CSA's estimales of Purchase Option, this Agreement shalla automatically renew onam montht tor month! basis att the meler readings. CSAr may, verily thea accuracy ofa any melerr readings fromt timet to lime and same Payment amount( (subject toir increase afl Usage Payments)a andf frequency unless you, at invoice you for anys shortfall int then nexti invoice. (g)) Youa agreet that CSAr may suspend Notice") thaty youe either( ()are purchasing all( (butr notk lesst than ally oft the Equipmenti in suspensions shallr notina and ofitself bec deemed al lerminations oft this Agreement. accordance witht thet terms hereol, or (i)d don nol want! to renewt this Agreement. anda att the end 2.3 Non-Covereds Service. Thef followings services aren notir includedv withinh Maintenance and automatically renews ory youp purchase the Equipmenta as providedi inthis Agreement, yous shall. replacement ola anyo consumables notp provideda asp part of Consumablel Inclusive Maintenance at the! lerminationc oft thel Lease Term, retum the Equipment aly your sole costa ande expense in identifiedo onp page 1, including. withoull limitation, paper. loner, ink, waste containers. fusero oil locabion specifiedb by Lessor. Lessor may charge youar returnf fee equalt tot the greater ofc one normal useir including. withouti limitation, anyy wilful act, negligence, abused orr misuse ofthe such! Lease Term. yous shall pay! tol Lessor upon demando onet billing period's Fixed Payment for components: electrical power malunction ort heating. cooling orl humidily ambient conditions. (c) requiredE Endo ofT Term! Notice andr return the Equipment att the endo oft thel Lease Term, yous shall Equipmenta andn relatedt trainingn necessitaledt byo changesr madet toy yours system configurationor PAGE1 1. Such services ares subjectt to thes exclusions hereinafter described. Maintenance Installation ofcertaint Lisleds Softwarer maya alsor require a separale agreementt betweeny youand provided toy your unders separate agreement! between CSA: andy yous shall beg govemed solely CSAS settngf forh thes scope ofw work, your responsibilitiesi inc connection withs suchi installation and emergency servicer necessaryt tok keep! theE Equipmenti ing goody working orderi ina accordance with 3. CSA CUST TOMER SATISFACTIONI POLICY. Hyous are nots satisfied witht the performance thisA Agreement and CSA'sr normaly practice Suchs services shallt bep performed! between8 8: 30AM. ofy your Canond or Océ brandp product, upony yourv written request, CSAinitss sole discretionv will and5.00P.M. Monday through Friday. except holidays. (b) Yous shalla afford CSA reasonable and repair or replace thep produci withal like unit withe equivalent capabiities. Prior tor replacement. obligations astoa anyE Equipmentif your relocatei illoas siteo oulside CSA's service coverage area. M. with the lerms ofthisa agreement. lfar replacement unit! Is provided. thele lease hereunder afthe  Term  anys such  bythep provisions thereof.  SLS-109F CFS-1210 September 2018  Page2    ULF # S0956440.01 Exhibit 4  llem" fort the! lease anda all olherp purpuses oft thisA Agreement. Thisp policy shalla apply onlyit ify you byy yous or any Guarantor lo CSAC or Lessori isi incorrectin any material respect. or (n) youor devices, may retain images, contento or otherc dalat thaty your mays slore forp purposes ofr normal one or all ofu thef following remedies (1)declare all unpaid FixedF Paymentsi immediately due erase ord overwrite Data upony yourr returno oft the Equipment lo CSAC orl Lessor. YouE ares solely the Listed Itemsa andr recovert fromy yout the amountt byv which the Remainingi Lease Balance responsible for: (A)y youro compliance with applicable! lawa andle legalr requiremenis pertainingt to exceeds thev value attributed tot the! Lisied! ltems byL Lessor forp purposes ofc calculating the datap privacy, storage. security. retention andp protection. and (B)a all decisions relaledt tos erasing payments undert ther newk lease agreement, or (C)s sellt thel Listed ttems andr recover fromy you or overwriting! Data. Without! limitingt the! foregoing. yous should. () enablet thel Hard Disk Drive thea amountt by which! the Remaining! Lease Balance exceeds then neta amount received by (HDD) data erase functionality thali isas standardf feature on certain Equipment and/or ()p prior Lessor froms such sale: or( (4) pursue any olher remedy permitted allawo orin equity. Lessor information! before itisy writtent to the! hardo drive usinge encryption algorithms, (b)a ank HDDI Data ontt thef face of thisA Agreement. plus (vja any applicable laxes, expenses, charges. and fees. For Erase! Kitthald cang pertormi upt toa3-pass overwnte ofDala (for Equipment noto containing data purposes ofc determining present value, Fixed Payments shall bed discounted at 3%, pery year. erase functionality: asas standard feature). or (c)ar replacement hard drive (inv which case you 8. SECURITY; WAIVER, Youa authorize Lessort tof file any form off financing ord continuation attorneys" fees) arising or related tot thes storage. transmission or destruction oft the Data. The BENEFITS. PRIVILEGES ANDF PROTECTIONS OF ALESSOR UNDERAF FINANCE! LEASE. terms oft this section shalls solely govema asto Data. nowithstanding thata any provisions oft this YOUT WAIVE YOUR RIGHTS ASALESSEE UNDER UCC 2A SECTIONS! 508-5 522. ANDY YOU Agreement ore anys separate confidentiality or datas security or other agreement nowo or hereafter IRREVOCABLYWAVE ANYE RIGHT1 TOI NOTICE THEREOF. lthe! leasei is determined nott to enteredi into betweeny youa and CSAor Lessor applies, or couldt bec construedt to apply to! Data. beat truel lease. youg grant Lessor as securityi interesti int thel Lisledi items Youre exact! legal name.  arer noti inc defaulto oft this Agreement andN Maintenance under lhis Agreement hasr nol been 4. DATA. Youa acknowledge thatt theh hard drive(s) ont the Equipment, includinga attached operationo oft the Equipment (Data"). You: acknowledge! thall Lessori is nots storing Dalac on behalf ofy youa andt thate exposure or access! lot the Dalat by CSAC orL Lessor, ifany. isp purely incidental lo thes services performed! by CSAO orLessor or any other disposition ofthe Equipment! byy you. Neither CSA norl Lessor nor ora any oft their alfiliates has and obligation to tor relurn ord other dispositiond ofthe Equipment, utilize thet HDD (or comparable)! formatting function( (whichr may! ber referred to as" InilializedA AlID Dala/Settings" function)i found ont the Equipment top performac onep pass overwrite of Data or, ify your have higher security requirements your may purchase! from CSA ato currentr rales an appropriate optionf fort the Equipment, which mayi include (a)a anHDD Data Encryptionk Kito opliony which disguises shouldp properly destroy ther replaced! hard drive) Yous shalli indemnify Lessor, CSA. their subsidiaries, directors, officers, employees anda agents froma anda against anya anda alle costs, expenses, liabilities, daims, damages. losses, judgments orf fees (including reasonable 5. LIMITED WARRANTY; EXCLUSIONS & LIMITATIONS: INDEMNIFICATION 5.1 Limited Warranty. Equipmenti is warrantedo only as provided int then manufaclurer's warranty provided with the Equipment (lor CANONE brandE Equipment. ther manufacturer's warranty isp provided! by Canon USA, Inc.). Endi user warranlies, ifany. forl Listed Software are provideds solely byt the developers or suppliers ofthel Listed Software. Sol longa as yous are 9. GENERAL nolir int breacho or default oft this Agreement, Lessor assigns loy you, solely fort thep purpose of making and prosecuting: anys such claim, ther rights. ifany. whichl Lessor may havet under all 5.2 Disclaimer ofWarranties. LESSORIS NOT AMANUFACTURER, DEALER. OR SUPPLIEROF THE LISTEDITEMS. ASB BETWEEN YOUA ANDL LESSOR, THE LISTED BYY YOU LESSORI HAS1 MADE NOI REPRESENTATION ORV WARRANTY OFA ANY KIND. EXPRESS ORI IMPLIED, WITH RESPECT1 TOT THEL LISTEDI ITEMS. Thev warranlies. ifany, ort third party makings suchy warranties, not againsta any Lessor. CSAisn nota an: agento or anyr representationt fort Lessora aboul! thel Lisled! Ilems, exceptlot thee extent setf forthint this Agreement. EACHOF CSAA ANDLESSOR EXPRESSLY DISCLAIMS ALLI WARRANTIES. THEL LISTEDI ITEMS OR CSASS SERVICES THEF FURNISHING OF MAINTENANCE UNDER 5.3 Limitation ofLiability. NEITHER CSAI NORL LESSOR SHALL BEL LIABLEF FOR INJURY ORD DAMAGE EXCEPT TOT THE EXTENT CAUSEDI BYS SUCHF PARTYS NEGLI IGENCE ORV WILLFUL MISCONDUCT. NEITHER CSAN NORL LESSOR SHALLBE REVENUE ORF PROFIT, LOSS. CORRUPTION ORF RELEASE OF DATA, FAILURE TO REALIZE SAMNGS OR OTHER BENEFITS. STORAGE CHARGES: ORI INCIDENTAL. SPECIAL. PUNITIVE ORC CONSEQUENTIAL DAMAGESA ARISING OUT OF ORIN CONNECTIONWITHI THIS AGREEMENT. REGARDLESS OFT THEL LEGAL THEORY ON forlosses ori injury caused by the Listed! Items. before anda aftert thel Lease Terme ends. notb beu used for personal, family or household purposes. Ifata any! time fora anyr reason keept theE Equipment ing goody working order and supply andi install replacement parts and accessories when requiredt tor maintaint the Equipment. Any suchr replacements shall bet the thet term hereunderi including allr renewals and extensions. aly your expense, (a)p property insurancef for thef fulln replacement value oft theE Equipment and (b) comprehensive public provide! Lessor 300 days' priorv writtenr noliced ofa alterationo or cancellation Yous shallo deliver facts solelyt tor make claimk for, receive payment of. ande execule ande endorse documents. checks. or dralts lora anyl Loss. lfwithin 100 days aftern requesty youf faill to delivers satisfactory evidence ofs suchi insurance tol Lessor, thenL Lessors shallt havel Iher right. butr not the obligation, 10 oblaini insurance covering! Lessor'si inleresisi intheE Equipment, and addi thec costs ol Agreement. Lessor anda any ofits affiliates may makea aprofic ont thef foregoing. Yous shall promptly ( repair or replace any Equipment subjecti loal Loss or (i)pay! toLessor the Remaining Lease Balance (definedb below). Nol Loss shallr relieve youofa anyo obligation under anyF Payments whend duec orp periorma any ofy your othero obligations undert this Agreement: (b) oly your obligalions (Guaranlor)cease doingt business as ag going concem: (d)y youor any law: (areceiver, truslee, conservatar, arli liquidatork is appointed fory you. any Guarantor. or any ofy your ora any Guarantor's property: (g)a any slatement. representalion or warranty made  any Guarantor whois isan nalural person die. lyou arei in defaull, yous shall payf farl Lessor's reasonable collection ando other costs, and withoutl limitinga any of CSA's rights hereunder or undera applicable law. Lessorr may exercise (ont behalf ofitself and, asa applicable, CSA)a any andp payable. withl Lessor retaining titlet to thel Lisled! Items, (2) terminate any: anda all agreements withy you. (3)w wilhoutr nolice. demando ori legal process, retake possession oft the Lisled! Items (andy yous authorize Lessort to enter upont thep premises where the Listed Ilems may bek found) and (A) retaint thel Listed! ltems anda all Payments ando other sums paid, (B)r re- lease may sellt thet Listedl Items afterp preparing themo orr nota and may disclaim warranties oll title and theli like. Ifthel Listedi items arer nota available for sale,) yous shall beli liable fort the Remaining Lease Balance anda any othera amounts due. The" Remainingl Lease Balance" shall bet thes sum of:( ()alF Fixed Payments thend owed by) youtoLessor ()t thep presen! value of alln remaining Fixed Paymenisf for thef fulll Lease1 Term. () the Purchase Optiono oft the! LisledI ltems indicated slalements ande amendments thereto. THE LEASE CREATEDE BY THISA AGREEMENT IS INTENDED ASA" "FINANCE LEASE" AS1 THAT TERMI IS DEFINED! IN ARTICLE2 2A OF THE UNIFORM COMMERCIAL CODE (ucC: 2A) ANDLESSORI ISE ENTITLED1 TOA ALL your chiefe executive office address, andy your jurisdiction of organization are ass setf fortho on page 1ifyouc change any oft them or the corporales structure, yous shall provide prior written notice lol Lessor 300 days belore such change Uponr request, youw will execule and deliver to 9.1 ChoiceofLaw andForum. THIS AGREEMENT ANDA ALL CLAIMS. DISPUTES AND CAUSES OF ACTIONF RELATING THERETO, WHETHER: SOUNDINGI IN CONTRACT, TORT ORS STATUTE. SHALL FOR ALL PURPOSES BE GOVERNEDI BY THE LAWS OF! NEW JERSEYWITHOUT: REFERENCE TOC CONFLICT OFL LAWF PRINCIPLES YOU CONSENT TO THEE EXCLUSIVE. JURISDICTION, ANDY VENUE OFA ANY STATE ORF FEDERAL COURT LESSOR'S OPTIONIN ANY STATEN WHERE YOUORI THE EQUIPMENT AREL LOCATED. YOUV WAIVE OBJECTIONS TOT THEJ JURISDICTIONOF SUCHCOURTS, OBJECTIONSTO PAYMENT OFA AMOUNTS DUE, SHALLI BE COMMENCED. IFATALL WITHIN1 1 YEAR OF RIGHT TOA. JURY TRIAL INA ANY SUIT BETWEENT THEM. 9.2 Entire Agreement: Electronic Acceptance. This Agreement shallt bel binding upony you theirn natured cant bec construed los survivet thee expiration ort temination ofthe Agreements shall so ltem description, serial number, andk location; ando corrections lo yourk legal name. but otherwiset thisA Agreement (together witha any separate agreemente enteredi intob betweeny yous and CSA as descnbedi in Section 23a above)o constitutes thee entire agreement! betweent thep parties with respectt tot thes subjectr matter hereof., Anyp purchase order utilized! byy you shallt be fory your supplement! Ihe provisions oft thisA Apgreement shallt be deemed nulla andy void. Nor representation or statement shall be! binding upon! Lessor or CSAa asawarranlyo ord otherwise unlessil ilis containedi inthed originald oft this Agreement. ThisA Agreements shallr nolt ber modifiedora amended excepti inaw written: amendments signed by ane authorized signer of CSAa andy you. Ifac courtf finds Youe expressly disdaimh havingreliedi upon anys stalemento concerning! thec capability, condition, original oft this Agreement. CSA orl Lessor may accept electronici images oft this Agreement any Acceptance Certifiçate aso originals, ande electronic copies of your signature willbe treated 9.3 Joint ands SeveralLlabily: Assignment ln moret thand one entity executes this ASSIGN ORF PLEDGE THISA AGREEMENT, NORS SHALL YOUS SUBLET ORL LEND ANY LISTEDITEMS. Eacho ofCSA and! Lessor may pledge ora assigni ilsr rights under this Agreement. Hfal Lessor assigns its rights, the assignee willl havet thes samer rights andt benefits 94 Notices. All notices required or permitted under thisA Agreements shall be sufficientif delivered personally, senty viaf facsimile ord othere electronic transmission, orn mailedt to such party transmission." Yous shall senda allr nolices regarding lease provisions tol Lessor only. anda all Address forr notices to Canon Solutions Address forn notices to Canon Financial Email: customercare@csa canon.com Email customer@cis canon com 9.5 USAPATRIOT Act: Credit information. Tohelp the govemment fight thet fundingo of obtain, verify. andn recordi informationt thati identifies eachp persony whoe entersi into alease. This federal taxi identificationr numbera and( (b)y your date of! birth. ifyous areas sole proprielor Lessor releaset thes same toL Lessor, itsa affiliates. andt theirn respective designeesc ora assignees.  canceledor terminated.  Lessor sucho documents asr required ora appropriate.  suchy warranties for thel Listed! Items.  ITEMS ARE LEASED" "ASIS" AND ARE OFA ASIZE, DESIGN. AND CAPACITY SELECTED LOCATED WITHINCAMDEN ORI BURLINGTON COUNTY, NEW, JERSEY. ORA AT provided fora any oft thel Listedi llems aree enforceablet by) youd onlya againstt the Canond company VENUE ANDI TOC CONVENIENCE OF FORUM. ANY SUIT, OTHER1 THAN ONE SEEKING representalive ofL Lessor andis nota authorized tov waive ora altera any ofL Lessor's righls or make THE DATE THAT THE CLAIMA ACCRUES THEF PARTIES RREVOCABLY WAIVE ANY EXPRESS ORI IMPLI IED. INCLUDINGI IMPLIEDV WARRANTIES OFI MERCHANTABILITY, AND wheny yous signit. upon CSAV when CSAI hasi installed theE Equipment, andi upan! Lessor wheny you FITNESSF FORA AF PARTICULARI PURPOSE RELATING TOT THEL USE ORF PERFORMANCE OF have accepledt theL Listed Items. Allp provisions of this Agreement. including! Section4 4, whichby THISA AGREEMENT DOES NOT ASSURE UNINTERRUPTED OPERATION ORI USE OF ANY survive. CSAG or Lessor mayl Insertr missing or correct otheri informationi includingt thel Listed LIABLEF FORE EXPENDITURES FORS SUBSTITUTE EQUIPMENT ORS SERVICES. LOSS OF administrative convenience only. anda any lermst thereiny which conficty with, vary fromo or WHICHT THEC CLAIMI ISE BASED ANDEVENIF CSAC ORL LESSORI HASE BEEN ADVISED OF1 THE any provision tot beu unenforceable. ther remaining provisions shallr remaini infulllo force ande eflect. 5.4 Indemnification. Yous shall reimburse! Lessor fora andd defend Lessor againsia anyo claim operation, performance or specifications oftheL Listed Items, exceptt tothee extents setf forthi inthe whalsoever CSA's maintenance obligations havel lerminaled, aty your solee expense youshall Agreement ast the Customer, your obligations shall bej joinl ands several. YOUS SHALL NOT 6.2 Risk olloss:Insurance. Efective upon deliveryt toy you. yous shall bear the entirer risk of thatt thel Lessorh hada ands shall not! have any obligalions hereunder. Ther rights oft the assignee anyl losso or theft ofor damage lo theE Equipmen! ("Loss") ). Yous shallo obtaina and maintain during willr nolb bes subjectt to any claims, defenses. or setotfs thaty your may! have against thel Lessor. liability andp property damagei insurance. Alls suchi insurance shallp provide! for ac deductible not atthe addresss setf fortho onp page 1ore als sucho other address as suchp party may designatei in exceeding! $5,0 000a andb bei inf form anda amount andv witho companies satisfactory tol Lessor. Each writing from timet to time. Notices shall be effective: 30 days aher deposili int the US mail. duly insurer providings suchi insurance shallr name Lessor asa additional insured and! loss payee and addressed, or upons delivery viag personal or express delivery. facsimile or other electronic  OFT THEL LISTEDITEMS.  POSSIBILITY OFS SUCHE DAMAGES. ADDITIONAL LEASE REQUIREMENTS. property ofl Lessora ands shallt be deemed Equipment.  6.  or  6.1 Warrantyo ofE Business Purpose:N Maintenance. Youv warrantt that thel Listedi lems will asoriginalfor allp purposes  certificates or othere evidence ofi insurancet toLessar. Youa appaint Lessora asy your attomey-in- notices regarding maintenance provisions to CSA only. maintaining! suchi insurance, anda an administrativet fee. lo thes amounts due fromy youu undert this Attn: Customer Service Department  America, Inc.: 300C Commerce Square Blvd. Burlinglon, NJ08016 Phone: (800)613-2228 Fax: (800) 220-4002  Services, Inc.: 158 Gaither Drive. Suite2 200 Mount Laurel, NJO 08054 Attr: Customer Service Department Phone (800) 220-0330 Fax (856) 813-5122  thisA Agreement.  7. DEFAULT; REMEDIES. Yous shallt bei inc defaulto oft ths Agreementit: (a)y youf failt tor make terrorisma andr money! launderinge activities, federallaw requires all financiali institutions to youfailto tor make; payments when duec ola anyi indebtedness! loLessor (c)y youora any guarantor means! thatv wheny youe enteri into al lease, Lessor may askf for. among other things: (a)) your Guarantor becomei insolvent orr make ana assignment fort theb benefito ofc creditors; (e)ap petition may alsoa ask tos seei identifying documents Youa authorize youro creditr references, any credit orp proceedingisf filedb byo ora againsty you ora any Guarantor under anyb bankruptcys orir insolvency reporting agency. ora any! third party (including! Lessor)t toc collect any crediti information andt to  SLS-109F CFS-1210! September 2018  Page3    Exhibit 4    Exhibit4  Canon CANONSOLUTIONS AMERICA Canon Solutions One Canon Park, Melvilie, NY 11747 800)613-2228 Customer ("You"): Company: DALE COUNTY, ALABAMA City: OZARK Email:  LEASE UPGRADE, TRADE-IN, RETURN ORI BUY-OUT REIMBURSEMENT ADDENDUM TO $0956440.01 (the "AGREEMENT") Buy-out Reimbursement Payable to: JYou Reasoni for checki issuance;  America, Inc. ("CSA")  AGREEMENT# Page 1 of  Customer Account: 2020572 County: DALE  5  tob be paid under the circumstances described in  Address: 202 SHIGHWAY 123STEAD DALE COUNTYS SOLIDWASTE State: AL Zip: 36360-8819 Phone #: 334.774.6212 Lease Upgrade or Buy-out Acknowledgement Ifthist transactioni indudes al lease upgrade or buy-outt tobep paidu upond deliverya and acceptance ofthe! Equipment! listed ont the Agreement, select one ofthef following: Not Applicable Youv willr relum thee equipment to! thek leasing company according tot thet ters and conditions ofy yourl lease agreement CSAI willr retum thee equipmentt tot thel leasing company per Section: 2b below. Youv will retaint thee equipment. lso, willt thee equipment remain undera a CSAI Maintenance Agreement? Yes D lfyes, under an Existing Contract D orN New Contract NoD D CSA will pick up thee equipment for Tradel In. Retum Authorization Please select one: Trade-In  Section 1below.  Canon Financial Services, Inc.  Listt thel leasingo company and! leaser number associated with lease Leasing Company Name CFS  or anyl upgrade buy-out Lease Number 001-0651253-002  Pick-Up Information: Other Specified Date: Contact Name: E-Mail: Special Removal Instructions:  Same Date as Delivery ofl Listed llems specified ont the Agreement, (butr nol longert than: 300 days after delivery afListedi items under Agreement)  Pleaser notet thata any applicablet trade- in credtisn reflectedir int thep penodic lease payments orp purchase pncea as speafiedint the Agreement Equipment Conditon Goodv Workango Condition Asis.condion Return Equipment tos selected! Leasing Company 2 Canon Financial Services L Return Equipment to CSA. Onginal Order Date Code Code Description Serlal Reading different than above UGTR 80308003 IRADV4245 RKM08483 119000  Phone:  Return Item  Meter Equlpment location, #  Contact Name & Phone  AILPick UpDate  Emall  Relurn Codes Trade-in1 TRD Return to CFSR-CFS Returnt to CSAR-CSA  Youh havea agreed! lo acquire from CSA certain! Listedi lems pursuantlot the Agreement. Byy yours signature! below. you agreet tos supplement theb terms ofthe Agreement as follows. 1.1 IFBuy Out Reimbursement! is selected: Thet Buy- Out Reimbursementi indicaleda abovey willbep paido directly lothed designatedp party by CSA upon installationa andb testing ofthel Listed! Items andp paymen! toCSAby youorby!h thel Leasing Company)o ofthep purchase pricek fort thel Listedi lems. The Buy- OutF Reimbursementy willb bep paid fort thes solep purposed ofreimbursemento ofeartyt termination chargeso orf fees and associatede expenses payablet for (a)e earlyt terminationoft thek lease ofthel Trade-i inorRelum! Equipmento ork ford othere equipmentt beingn replaced byt thel Listed Items undert the Agreement, (b) refnancing thek lease ofothere equipmento or (cip preparation ofthes silef fori installation ofListedl Items You acknowledge anda agree that CSA'sf financial obigationi is limited lotheB Buy- OutF Reimbursement: amount, and 2.IfTrade-in Equipment or Retum tol Leasing Company iss selected: Youl hereby authorize CSA to pick upt thel Trade-inor Retum Equipment! listed above. Youa agree top pay CSA'sr removal chargesif ont thec dates specifieda above, thel Trade-inor Retum Equipmenlisu unavailablef forp pickupi andr removalt throughr nof faulto ofCSA Trade-i inEquipment shall bec conveyedt toCSA, and(aly your represent that CSA will receive good andr marketable lile! loe eachu unitalT Trade-i in Equipment, free ando clear ofa any anda all5 liens and leaseholdi interests, (b) yous warranit thatu thel Trade- In Equipmenty wilbed delivered 1o CSA (unless specified abovet thatt thet trade-i inison an" "Asls"! basis)i ing goodv workingo condition, reasonablev wear andt teare excepled. and (c)) yous shallr maket the Trade-In Equipment: available forp pickup by CSA ont then relevant dales specifieda above. lfyoub breacho or failo to complyy witha any oft thef foregoing. CSAI may. withoul limitingi itso other remedies under applicable! law, retum thel Trade-in Equipment toy you( (at youre expense! both forthen reluma andt theo originalp pickup)a andr rescind. orre requirey youb lorefundlo ÇSA. promptly uponr receiptof CSA'sinvoice, thefula amountofa anyt tradeincreditn reflectedint theA Agreement (which amounts shalle equall the! lairn marketv valuec ofsuch Trade-l InE Equipment, aso delerminedt by CSA) Retum Equipments shalbes shippedt tot theLeasing Companys specifeda above, ando CSA's soled obligation istou usec commerciallyr reasonable elfortst top pick- upa andn remove theF Retum Equipment andt toa arrange. ony yourt behalfa and at CSA's expense andr risk (bulo only lot thee extentofo obvious damagei int transil). fort thes shipmento ofthe Relum Equipmentl lot thel Leasing Company. Youa acknowledge thala additional chargesf fors supplies. media, excess usage. elc, willb bei invoicedt toy you. andy yous shallt ber responsible 3. DATA. You acknowledge that the! hard drive(s) ont the Equipment. including altached devices, may retaini Images, conlent orc other datat thaly your may store forp purposes ofn noral operation oft the Equipment (Data') You acknowledget that CSAisn nots storing! Datao onb behalfofy youa andu thate exposure or access! 1ot the Datab by CSA, ifany, is purely incidentalt tot thes services performed! by CSA. Neither CSAr nora any oft theira afiliates has and obligation loe erase ard overwrite Data upon) Your relum ofthe Equipment to CSA or anyk leasing company. Youa ares solely responsible for 0 youro compliance with applicablel lawa andk legalr requirements pertaining! lod dalap prvacy, storage. security, relentiona andp protection: and() alo decisions relaledt toerasingo ord overwnting Data. Thet tersofthis sections shalls solely govema astoD Data, nolwithstanding! thata anyp provisions ofthisA Agreementora anys separate confidentiality or dala secunty oro other agreement now orhereafler entered intot between youa and CSA couldt be THIS ADDENDUM: SHALLE BECOME EFFECTIVE AT THE SAME TYE AS1 THE AGREEMENT BECOME EFFECTIVE INA ACCORDANCE WITH THE TERMS THEREOF, EXCEPTA AS  thaty youa aren responsiblef fora anyo ather obligations, includinga anyo chargesy whicha aren notcovered! byt thet Buy- OutR Rembursement  fora allinvoices due ando owing upt to andi including thec dales such Trade Ine equipmentor RetumE Equipmentisr receivedby CSA  construed to applyt toD Data. SUPPLEMENTEDI HEREBY THE AGREEMENT SHALLI Customer's Authorized Signature - Printed! Name. SLS-004B April: 2019CSA  ANDINFULLFORCE/ ANDEFFECT. Chatonl  Title.  Date.  ofatz  75    Exhibit 4  Canon CANONS SOLUTIONS AMERICA Canon Solutions Americas, Inc. ("CSA') One Canon Park, Melville. NY1 11747 (800)6 613-2228 Customer: DALE,COUNTY OF Stree! Address: Equipment Description: (1IRADV4545V3:  UNIFIED LEASE AGREEMENT *National IPA* Related tot Unified Lease Agreement-ULF#  ADDENDUM  S0956440  City: OZARK  State: Zip: AL 36360-8819 Term: 48  202 SHIGHWAY 123 STE AD DALE COUNTY SOLID WASTE  WHEREAS, Canon Solutions America, Inc. ("CSA"), and the above-described Customer, together with any Guarantors, have determined thati itis is for their mutual benefit to enter into this Unified Lease Agreement. Addendum ("Addendum") to the above-descrbed Unified Lease Agreement ("Agreement"). All capitalized terms used! below! that are not defined int this Addendum shali havet the meanings NOW, THEREFORE, for good and valuable consideration, intending to be legally bound, the parties hereby agree as follows: Anything in the Agreement to the contrary notwithstanding. and subject to all of the terms and conditions set forth in this This transaction shail be governed in all respects by the Ts&Cs of contract # FI-R-0251-18 dated 10-1-2018 between CSA and DuPage County and any Ts&Cs which conflict with or vary from the contract terms shall be deemed null and void. Itis expressly agreed by the parties that this Addendum is supplemental to the Agreement, and that the provisions thereof, unless specifically modified herein, shall remain in full force and effect and shall apply to this Addendum as though they were Int the event of any conflict ori inconsistency between the provisions oft this Addendum and any provisions of the Agreement, the CSA may accepta af facsimile or othere electronic transmission oft this Addendum as and original, and facsimile or othere electronically transmitted copies of Customer's anda any Guarantor's: signature willb bet treated as and original for all purposes. THISADDENDUM SHALL BE EFFECTIVE WHENITH HAS BEEN SIGNED BY CUSTOMER. AND/ ANY GUARANTORS AND/ ACCEPTED BY CSA, INI WITNESS WHEREOF, the parties have caused this Addendum tol be executed as oft the date set forth below.  set forthi in the Agreement.  1.  Addendum, the terms and conditions of the Agreement shall be modified as follows:  2. 3. 4.  expressly set forth herein.  provisions oft this Addendum shalli in all respects govern and control.  Canon Solutions America, Inc.  DALE.COUNTYOF By: Name: Title: Date:  By: Name: Title: Date:  Ah  lesichpo  halna 04-23-19  CFS-1250(10/18) Unified Lease Agreement Addendum - National IPA    Exhibit 4  Canon CANON! SOLUTIONS, AMERICA Canon Solutions America, Inc. ("CSA") One Canon Park, Melville, NY 11747 (800)6 613-2228  MUNICIPAL FISCAL FUNDING Unified Lease Agreement #. CFS' Application Number: CFS' Agreement Number: Agreement Date:  ADDENDUM  GOVERNMENTAL ENTITY Complete Legal Name:  DALE, COUNTY OF  ("Customer)  THIS MUNICIPAL FISCAL FUNDING ADDENDUM "ADDENDUM) WILL BE OF NO FORCE OR EFFECT IF THE CUSTOMER IS NOT AS STATE OR APOLITICAL SUBDIVISION OF AS STATE WITHIN THE MEANING OF SECTION Customer warrants that it has funds available to payPayments payable pursuant to the Unified Lease Agreement (the "Agreement") between Customer and CSA until the end of its current appropriation period and warrants thati it presently intends to make Payments in each appropriation period from now until the end of this Agreement. The officer of Customer responsible for preparation of Customer's annual budget shall request from its legislative body or funding authority funds to! be paidt to the Lessor under this Agreement. Ifr notwithstanding the making in good faith of such request in accordance with appropriate procedures and with the exercise of reasonable care and diligence, such legislative body or funding authority does not appropriate funds to be paid toi the Lessor for the Equipment, Customer may, upon prior written notice to CSA and the Lessor, effective upon the exhaustion of the funding authorized for the then current appropriation period, return the Equipment to the Lessor, at Customer's expense andi in accordance with this Agreement, and thereupon, Customer shall be released ofi its obligation to make Payments to the Lessor due thereafter, provided: (1) the Equipment is returned to the Lessor as provided for in the Agreement; (2) the above described notice states the failure of the legislative body or funding authority to appropriate the necessary funds as the reason for cancellation; and (3) such notice is accompanied by payment of all amounts then due to the Lessor under this Agreement. In the event Customer returns the Equipment pursuant to the terms of this Agreement, the Lessor shall retain all sums paid by Customer. Customer's Payment obligations under this Agreement in any fiscal year shall constitute a current expense of Customer for such fiscal year, and shall not constitute indebtedness or a multiple fiscal year obligation of Customer under Customer's state constitution, state law or home rule charter. Nothing in this Agreement shall constitute a pledge by Customer of any taxes orother monies, other than as appropriated for a specific fiscal year for this Agreement and the Equipment. The undersigned represents and warrants to CSA and the Lessor that all action required to authorize the execution and delivery of this Addendum on behalf of the above referenced Customer by the following signatory has been duly taken and remains ini full force and effect. Customer agrees that CSA and the Lessor may accept at facsimile or other electronic transmission of this Addendum as an original, and that facsimile or electronically transmitted copies of  103(C) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.  Customer's signature will be treated as an original for all purposes.  ACCEPTED  Canon Solutions America, Inc.  Customer By: Title:  By: Title: Date:  A Chata  Name: AABAp  CFS-1220 (08/16)