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WILLSCOT LEASE AGREEMENT r 663882 Williams Scotsman,Inc. Your WillScot Representative Contract Number:1459617 WI L LSCOT 5002 E.Hillsborough Avenue Chris Ahr, Territory Sales Manager Revision:2 Tampa FL 33610-4815 Phone:(813)626-2862 Ext.41616 Date:April 14,2021 Email:christopher.ahr@willscot.com Toll Free:800-782-1500 Lease Agreement Lessee:9402639 Contact: Ship To Address: CITY OF CLEARWATER Jeff Walker 605 Mandalay Ave 610 FRANKLIN STREET 100 S MYRTLE AVE FL 2 CLEARWATER BEACH,FL 33767 US CLEARWATER, Florida 33756 CLEARWATER,FL 337565520 Delivery Date(on or about):06/08/2021 Phone:(727)562-4827 Email:jeff.walker@myclearwater.com Rental Pricing Per Month Quantity Price Extended 60x24 Modular(56x24 Box) 1 $1,500.00 Refrigerator 1 $80.00 $80.00 Keurig 1 $10.00 $10.00 Microwave 1 $15.00 $15.00 Furniture-Rental per Scope of work 1 $425.00 $425.00 ADA/IBC Ramp-w/switchback 1 $350.00 $350.00 ADA/IBC Stair-Rental 2 $90.00 $180.00 Security Screen-Window 36"x60"Egress windows 4 $30.00 $120.00 Tenant Improvement-Rental Property Tax Recovery Fee 1 $45.00 $45.00 Minimum Lease Term: 24 months Total Monthly Building Charges: $1,500.00 Other Monthly Charges: $1,225.00 Total Rental Charges Per Month: $2,725.00 Delivery&Installation State Approved Building Plans 1 $2,750.00 $2,750.00 Foundation/Tiedown Plans 1 $500.00 $500.00 Ramp/Stair Plans 1 $500.00 $500.00 Ramp-Delivery&Installation 1 $600.00 $600.00 Ramp-Knockdown&Return 1 $600.00 $600.00 Essentials Material Handling 1 $900.00 $900.00 Delivery Freight 2 $450.00 $900.00 Block,Level&Tiedown 1 $4,570.00 $4,570.00 Teardown 1 $2,350.00 $2,350.00 Return Freight 2 $450.00 $900.00 Vinyl skirting 160 $12.50 $2,000.00 Total Delivery&Installation Charges: $16,570.00 Final Return Charges* Due On Final Invoice*: $0.00 Total Charges Including(24)Month Rental,Delivery,Installation&Return**: $81,970.00 Scope of Work QUOTE&STATE APPROVED PLANS INCLUDES RE-CERTIFICATION OF BUILDING TO R2 OCCUPANCY.FIRE ALARM&FIRE SUPRESSION SYSTEM DESIGN&INSTALLATION ARE BY OTHERS ONSITE. Comments QUOTE DOES NOT INCLUDE SALES TAX.MISC.APPLIANCE LINE ITEM INCLUDES RENTAL OF ELECTRIC RANGE&RESIDENTIAL HOOD, 18 CU.DISHWASHER,AND STACKABLE WASHER&DRYER. INSTALLATION ONSITE BY WILLIAMS SCOTSMAN. QUOTE IS BASED ON OMNI COOPERATIVE AGREEMENT FL-R160101 Summary of Charges Model: SM6024 Quantity: 1 Total Changes for(1)Building(s): $81,970.00 Page 1 of 3 Williams Scotsman,Inc. Your WillScot Representative Contract Number: 1459617 WI LLSCOT 5002 E. Hillsborough Avenue Chris Ahr, Territory Sales Manager Revision:2 Tampa FL 33610-4815 Phone:(813)626-2862 Ext.41616 Date:April 14,2021 Email:christopher.ahr@willscot.com Toll Free:800-782-1500 Insurance Requirements Addendum QTY PRODUCT EQUIPMENT VALUE/BUILDING DEDUCTIBLE PER UNIT 1 SM6024 $65103.00 $4000.00 Lessee: CITY OF CLEARWATER Pursuant to the Williams Scotsman Lease Agreement and its Terms and Conditions("Agreement"),a Lessee is obligated to provide insurance to Williams Scotsman,Inc.("Lessor")with the following insurance coverage: 1. Commercial General Liability Insurance:policy of combined bodily injury and property damage insurance insuring Lessee and Lessor against any liability arising out of the use,maintenance,or possession of the Equipment.Such insurance shall be in an amount not less than$1,000,000 per occurrence,naming the Lessor as Additional Insured and Loss Payee. 2.Commercial Property Insurance:covering all losses or damage,in an amount equal to 100%of the Equipment Value set forth in the Lease providing protection against perils included within the classification and special extended perils(all"risk"insurance),naming the Lessor as Additional Insured and Loss Payee. Commercial General Liability Insurance Lessee is providing Commercial General Liability Insurance in accordance with the requirements set forth in the Lease Agreement and Lessee shall provide a certificate of insurance in the manner and within the time frame set forth in the Agreement. If Lessee fails to deliver the required certificate of insurance,Lessee understands and agrees that the Lessor has the right to impose a missing insurance certificate fee. Commercial Property Insurance Lessee is providing Commercial Property Insurance in accordance with the requirements set forth in the Lease Agreement and shall provide a certificate of insurance in the manner and within the time frame set forth in the Agreement.If Lessee fails to deliver the required certificate of insurance,Lessee understands and agrees that the Lessor has the right to impose a missing insurance certificate fee. FOR INFORMATIONAL PURPOSE ONLY:Please forward this document to your insurance carrier. Page 2 of 3 Williams Scotsman,Inc. Your WillScot Representative Contract Number: 1459617 W I LLSCOT 5002 E.Hillsborough Avenue Chris Ahr, Territory Sales Manager Revision:2 Tampa FL 33610-4815 Phone:(813)626-2862 Ext.41616 Date:April 14,2021 ,M Email:christopher.ahr@willscot.com Toll Free:800-782-1500 Clarifications *Final Return Charges are estimated and will be charged at Lessor's market rate at time of return for any Lease Term greater than twelve(12)months.**All prices exclude applicable taxes.All Lessees and Leases are subject to credit review.In addition to the stated prices,customer shall pay any local,state or provincial,federal and/or personal property tax or fees related to the equipment identified above ("Equipment"),its value or its use.Lessee acknowledges that upon delivery of the Equipment,this Agreement may be updated with the actual serial number(s),delivery date(s),lock serial number(s),etc,if necessary and Lessee will be supplied a copy of the updated information. Prices exclude taxes,licenses,permit fees,utility connection charges,site preparation and permitting which is the sole responsibility of Lessee,unless otherwise expressly agreed by Lessor in writing.Lessee is responsible for locating and marking underground utilities prior to delivery and compliance with all applicable code requirements unless otherwise expressly agreed by the Lessor in writing.Price assumes a level site with clear access.Lessee must notify Lessor prior to delivery or return of any potentially hazardous conditions or other site conditions that may otherwise affect delivery,installation,dismantling or return of any Equipment. Failure to notify Lessor of such conditions will result in additional charges,as applicable. Physical Damage&Commercial Liability insurance coverage is required beginning on the date of delivery. Lessor is not responsible for changes required by code or building inspectors.Pricing is valid for thirty(30)days. Please note the following important billing terms: • In addition to the first month rental and initial charges,last month rent for building,other monthly rentals/service(excluding last month for General Liability Insurance and Property Damage Waivers),will be billed on the initial invoice.Any amounts prepaid to Williams Scotsman will be credited on the final invoice. tyF • Invoices are due on receipt,with a twenty(20)day grace period. Interest will be applied to all past due amounts. *LESSEE EXEMPT • Invoices are due on receipt,with a twenty(20)day grace period.Late fees will be applicd to all pa3t duc amounts.b-f • Williams Scotsman preferred method of payment is ACH.Payments made by check are subjcct to a Paper Chcck Fee,charged on the next hf invoice following payment by check. • Williams Scotsman preferred method of invoicing is via electronic transmission.Customers are encouraged to provide an email addre3s or (08/01/15 Lessor hereby agrees to lease to Lessee and Lessee hereby agrees to lease from Lessor Modular Equipment and Value Added Revised Products(as such items are defined in Lessor's General Terms&Conditions)selected by Lessee as set forth in this Agreem .All (10/17/19 such items leased by the Lessee for purposes of this Lease shall be referred to collectively as the"Equipment".By its si ture below,Lessee hereby acknowledges that it has read and agrees to be bound by the Lessor's General Terms&Conditions(9-1-2049) and _-; -_ . _ • _' •• their entirety,which are Incorporated herein AttaChmel by reference and agrees to lease the Equipment from Lessor subject to the terms therein.Although Lessor will provide Lessee with 1 a copy of the General Terms&Conditions upon written request,Lessee should print copies of this Agreement and General Terms& Conditions for recordkeeping purposes.Each party is authorized to accept and rely upon a facsimile signature,digital,or electronic signatures of the other party on this Agreement.Any such signature will be treated as an original signature for all purposes and shall be fully binding.The undersigned represent that they have the express authority of the respective party they represent to enter into and execute this Agreement and bind the respective party thereby. Invoicing Options(select one) [ ]Paperless Invoicing Option [ ]Standard Mail Option Williams Scotsman prefers electronic invoicing,an efficient, Customer prefers to receive paper invoice via mail.Fees may convenient and environmentally friendly process.To avoid fees, apply. Invoices will be mailed to: provide us with the proper email address for your invoices 610 FRANKLIN STREET Corrected Email CLEARWATER,Florida 33756 Address: Enter a new billing address: Signatures Lessee: CITY OF CLEARWATER Lessee: Williams Scotsman,Inc. Signature: Signature: 4P1 di , ' 4. Prin ame: o \i[�\ry \t\ `i 7/ Print Name: `k Title: 5�c,-VAA -- L q),'ii\L'k(X r Title: - •. Date: CS I t ')j1 "4\ 4, Date: /U/q PO#: } AA e PLEASE RETURN SIGNED AGREEMENT TO:TAMLeases@willscot.com /T App d as b form: Attest: ��►•''� '' 4.--q- n Kohler , Rosemarie Call ) �� 1 Assistant City Attorney CityClerk �rqB«SNEO‘ql 'age3of3 WILLIAMS SCOTSMAN,INC. date on which Lessor advises Lessee in writing that the Equipment is LEASE AGREEMENT ready for delivery)Lessee agrees to pay Lessor a storage fee equal to 50% TERMS&CONDITIONS(08/01/2015) of the Total Rental Charges Per Month for each thirty(30)days period of Omnia Partners Member Lease Rev(10/17/2019) delay, or portion thereof, until the Equipment is delivered. Payment by Lessee under this paragraph shall be due upon invoicing by Lessor and shall be in addition to any other rent, charges and fees due under this 1. Equipment; Modular Equipment and Ancillary Products Lease Agreement. Fees assessed under this Section shall not affect Definitions. As used in this Lease Agreement, the following definitions commencement of the Minimum Lease Term. shall apply: "Lease Agreement" The "Lease Order Agreement" and these "Lease 5. Term of Lease; Extension. The term of this Lease Agreement begins Agreement Terms and Conditions" along with any"Addenda" thereto on the date of delivery of the Equipment and ends on the last day of the together comprise the"Lease Agreement"between the parties. Minimum Lease Term ("Term") or the Extension Period (as herein "Modular Equipment" shall mean the trailer(s) and/or relocatable, defined). Acceptance of Equipment returned to Lessor prior to expiration modular,and/or other prefabricated structure(s)supplied by Lessor. of the Term or any Extension Period thereof, does not constitute a release "Ancillary Products" shall mean the stairs; railings; ramps; awnings; of Lessee's rental obligations. In the event Lessee terminates the Lease fencing; furniture; kitchen equipment and food service supplies including Agreement during the Term, Lessee agrees to pay a consumables; restroom appurtenances and supplies; office products; termination/cancellation fee equal to the remaining payments for the computers, printers, monitors, scanners, and other telecommunication unfulfilled Term unless Lessor and Lessee mutually agree otherwise in related devices; security systems; temporary alternative heat, electric and writing at the time of Lessee's placing the order for the Equipment, plus sanitary systems; convenience items; and any other ancillary products or any applicable charges for services or modifications performed by Lessor services which are selected by Lessee and provided by Lessor which are to make the Equipment ready for Lessee's use,and any applicable charges offered for rental with,included in,attached or appurtenant to the Modular related to Ancillary Products,plus the Final Return Charges.At the end of Equipment,and set forth in this Lease Agreement. the Term or Extension Period, Lessee shall be responsible for any "Final "Equipment" shall collectively mean the Modular Equipment and the Return Charges" as estimated in the Lease Order Agreement. Lessee Ancillary Products provided to Lessee by Lessor under this Lease understands and agrees that the Final Return Charges stated in the Lease Agreement. Order Agreement are estimates only and that Final Return Charges including, but not limited to,dismantle and return freight charges, will be 2.True Lease.This Lease Agreement is a true lease and not a sale.Lessee charged at Lessor's then prevailing rate at the time of surrender for any shall not acquire ownership interest in the Equipment except as may relate rental exceeding the Minimum Lease Term. At the end of the Term, this to Lessee's purchase of Ancillary Products which are covered by a Lease Agreement is automatically extended on a month-to-month basis on separate, executed sale agreement and/or items which are recognized as the same terms and conditions until the Equipment is returned to Lessor clearly for finite consumption (ex. kitchen, restroom, and/or office (the "Extension Period"); except that Lessee's rental rate shall be supplies). The Equipment shall remain the sole personal property of automatically adjusted to Lessor's then prevailing renewal rental rate. At Lessor even though the Equipment may become affixed to, embedded in, the end of the Term,Lessor has the right,upon notice to Lessee,to change or be permanently resting upon real property. or increase any other fee due and payable under the Lease Agreement. 3. Commitment of Resources. By signing this Lease Agreement, Lessee After the end of the Term,either party can terminate this Lease Agreement authorizes Lessor to proceed with the order for the Equipment. It is on thirty(30)days written notice. understood and agreed upon between the parties that Lessor, in reliance on 6.Site Suitability; Inspection. Lessee shall choose a firm,level site with the promises of Lessee contained herein, may be specially ordering, minimum soil bearing pressure in the appropriate pounds per square foot reserving, altering,remodeling and/or modifying the Equipment described ("PSF")as determined by and in compliance with all local statutes, rules, in this Lease Agreement based on information supplied to Lessor by ordinances, laws, building codes and regulations in the jurisdiction in Lessee. Lessee understands that the Modular Equipment may not be which the Equipment will be located,and no more than a one inch per ten standard, readily re-leasable product and/or Lessor may have lost other feet slope from one end to the other that is easily accessible by Lessor's rental opportunities in allocating the Modular Equipment for Lessee's use standard truck/delivery equipment to locate the Modular Equipment and and, as a result, Lessor is incurring extraordinary costs and expenses in those Ancillary Products which are set upon/installed on the site. Lessee proceeding with Lessee's order for this Modular Equipment. represents and warrants that the site is not a former landfill and Lessee has Notwithstanding anything contained in this Lease Agreement to the advised Lessor of any issues relating to the site or soil conditions which contrary, in the event Lessee terminates this Lease Agreement or may impact the installation or settlement of the Equipment. Lessee shall wrongfully rejects Equipment prior to the commencement of the Minimum own such site and/or have express legal authorization to locate the Lease Term, Lessee shall be responsible for the payment to Lessor of: a) Equipment upon that same site. Lessee warrants and represents that it has the costs incurred by Lessor for labor, materials and work executed up to exercised due diligence and care in the selection of the location it has Lessor's receipt of written notice of termination;b)storage related charges designated for the placing of the Equipment, and further agrees to give attributable to failed delivery;c)rent for the Minimum Lease Term;and d) directions and supervise the placement of such Equipment. Lessor reasonable overhead and profit. All such charges will be billed on a lump assumes no liability nor offers any warranty for the fitness, adequacy of sum basis unless other payment options are agreed by the Lessor. Lessee's site or utilities available at the site. Lessee is solely responsible 4. Delivery; Acceptance; Delay. Upon delivery, Lessee agrees to inspect for the site selection and subsurface conditions, including compaction, and accept the Equipment. Lessee will have forty-eight (48) hours from determining and complying with appropriate PSF, and environmental the date of delivery to notify Lessor, in writing of any defects or conditions. Unless otherwise agreed to in writing by Lessor, Lessee is deficiencies in the Equipment. Such notice shall specify each defect or responsible for verifying the presence or absence of any underground utilities in the designated site location. Prices for delivery, installation, deficiency in the Equipment. Unless Lessor receives timely,written notice from Lessee as set forth herein,Lessee is deemed to accept the Equipment teardown, return delivery and other "one-time" charges, due dates for and acknowledges that the Equipment is in good order and operating delivery or installation of Equipment, demobilization and return delivery condition as of the date of delivery. Acceptance of the Equipment shall assume accuracy of the information given to Lessor by Lessee with constitute Lessee's acceptance of this Lease Agreement. In the event respect to site conditions and are subject to adjustment to the extent that delivery of the Equipment is delayed, through no fault of Lessor, for a the timing of or physical nature of access to the site is or becomes limited, period of more than thirty(30)days from the delivery date set forth in the the site does not have adequate load bearing or other topographic qualities Lease Order Agreement (or, if no delivery date is enumerated, from the or is otherwise not properly prepared, snow or water is not removed, Page 1 of 6 L./.94 utilities are not correctly located or properly disconnected, provision of misused, abused, or neglected, Lessor may, with written notice, declare utilities is not timely, applicable license or permits are not provided in a the Lease Agreement in default and remove and repossess the Equipment timely manner,or Lessee otherwise delays completion of Lessor's work.If at Lessee's sole cost. Lessee shall not, without Lessor's prior written Lessee fails to provide a suitable site then Lessee shall pay for any consent, make any changes, alterations, or improvements in or to the resulting additional delivery, installation, and knock down and return Equipment or remove any parts,accessories or attachments from it.Lessee charges,including but not limited to storage related charges attributable to assumes full responsibility for any Ancillary Products and/or other delayed delivery and/or installation of the Equipment required and/or accessories, attachments or other items missing from the Equipment upon requested by Lessee. Lessor may suspend its work at Lessee's site if return. If Lessee should require Modular Equipment that meets certain Lessor deems the site to be unsafe or in any way unable to accept the local codes and/or ordinances, Lessee shall notify Lessor at the time the Equipment. Lessor is solely relying on Lessee's knowledge of the Modular Equipment is ordered and, to the extent that Lessor can comply geographic area where the Equipment is to be installed including, but not and agrees to do so in writing, Lessor shall include the additional cost for limited to, seismic activity, possibility of high winds, hurricanes, compliance and the agreed upon requirements in the Lease Order tornadoes and flooding. Lessor recommends that the Equipment be Agreement. Any special requirements with respect to the Modular anchored to reduce damage to the Equipment, injury to occupants or other Equipment shall be handled on a case-by-case basis. Lessor makes no persons, and the property of third parties. In the event, Lessee declines representations as to the Equipment's compliance with federal, state, Lessor's installation of anchors, Lessor will comply with Lessee's refusal municipal,or local building codes,zoning ordinances,rules,laws,or other based on and in express and sole reliance on the representation and other types of regulations or use codes. Lessee agrees that the Equipment leased terms and conditions in this Lease Agreement. Lessee shall not alter the hereunder will not be occupied by any person other than Lessee,its agents, manner of installation or location of the Equipment without written employees, or invitees and will not be used for residential or dormitory consent of Lessor (excluding the relocation of readily relocatable purposes. [For Equipment delivered in California: PURSUANT TO Ancillary Products within the Modular Equipment for Lessee's ease of use CALIFORNIA CIVIL CODE SECTION 1938 LESSEE IS HEREBY and convenience).Lessor shall not be responsible for compliance with any NOTIFIED THAT THE EQUIPMENT LEASED HEREUNDER site specific requirements including, but not limited to, site security, HAS NOT UNDERGONE AN INSPECTION BY A CERTIFIED badging, background checks, safety, and/or training requirements unless ACCESS SPECIALIST(CASP).] otherwise agreed to in writing by Lessor prior to the placement of the order for the Equipment. Lessor shall have the right to enter the premises 8. Hazardous Materials. Lessee shall not use, release, store, dispose of, and inspect the Equipment during normal business hours during the Term or otherwise have present any Hazardous Materials in, on, under, or near of this Lease Agreement and any Extension Period. LESSOR DOES the Equipment, unless Lessor shall have first consented in writing to such NOT RECOMMEND OR SUPPORT THE STACKING OF use or presence of Hazardous Materials,and such Hazardous Materials are MODULAR EQUIPMENT. DO NOT STACK MODULAR used, stored, manufactured, disposed of, or otherwise present in EQUIPMENT UNLESS YOU HAVE THE APPROVAL OF accordance with all applicable laws. "Hazardous Materials" shall mean QUALIFIED ENGINEERING PROFESSIONALS,COMPLY WITH any explosives; flammable substances; radioactive materials; asbestos; ALL OCCUPATIONAL SAFETY LAWS, AND OBTAIN ALL paint materials containing lead; materials containing urea, formaldehyde, ZONING, BUILDING, AND OCCUPANCY PERMITS. polychlorinated biphenyls, oil, petroleum products or byproducts; or, any NOTWITHSTANDING ANY EXPRESS TERMS TO THE other hazardous, toxic, dangerous or otherwise regulated substances, CONTRARY, LESSOR DISCLAIMS ALL WARRANTIES, wastes, pollutants, contaminants, materials, or biological substances EXPRESS OR IMPLIED, IF LESSEE STACKS MODULAR (including fungi, bacteria, mold, and microbial matter of any kind) EQUIPMENT. whether having such characteristics in fact or defined as such under federal, state, or local laws and regulations. Ordinary wear and tear does 7. Use; Maintenance; Condition. Lessee has the right to peaceably and not include damage, contamination, or deterioration to the Equipment quietly hold, use, and enjoy the Equipment subject to the terms and related to Hazardous Materials. Lessee is and shall remain responsible for conditions of this Lease Agreement.Lessee shall use the Equipment solely returning the Equipment free of any and all Hazardous Materials. Prior to in the conduct of its business and in a careful and lawful manner. Lessee the return of the Equipment Lessor may in good faith, request Lessee, at agrees not to remove existing nameplates or decals affixed to the Lessee's cost and expense,to provide written evidence that the Equipment Equipment. Lessee shall pay any and all fees, charges, and expenses and has been tested by a licensed professional and is free of Hazardous execute and comply with all laws related to or that affect in any way the Materials. In the event Lessee does not supply such evidence within five use, possession, maintenance, storage, and/or operation of the Equipment (5)days after written request from Lessor,then Lessor may order testing at while it is in Lessee's possession, including obtaining all approvals, Lessee's cost. If it is determined that the Equipment is contaminated, licenses, tests, inspections, and permits (including without limitation Lessee shall pay for decontamination of the Equipment, restoring the building permits and other governmental approvals) related to the use, Equipment to its condition when delivered. If it is determined that the possession,maintenance,storage,and/or operation of the Equipment. This Equipment cannot be decontaminated, the Equipment shall be deemed a is an absolute net lease. Lessee is solely responsible for routine Total Loss and Lessee assumes full responsibility for the Equipment maintenance, including but not limited to janitorial services, pest control, including the disposal thereof, and shall pay Lessor the Equipment Value changing of HVAC filters, light bulbs, and ballasts, cleaning (by trained as set forth on the Lease Order Agreement plus all applicable Taxes and and qualified HVAC technicians only) the HVAC condenser and Fees in accordance with Section 12 herein. evaporator coils, refilling HVAC refrigerant, and removal of water, ice and snow from and about the Equipment. At its sole cost, Lessee shall 9. Rent; Fees; Taxes; Late Charges. Rent for the Equipment begins to maintain and keep the Equipment clean, in good repair and safe operating accrue upon completion of delivery and set-up, if required, of the condition at all times during the term of this Lease Agreement in Equipment (the "Delivery Date"). Lessee shall pay Lessor, in advance, accordance with the Williams Scotsman Service Guide,receipt of which is monthly rent for the Equipment on the due date at the Rate Per Month hereby acknowledged by Lessee. Lessee shall keep the Modular stated in this Lease Agreement during the Term, and at the Rate Per Equipment properly ventilated and shall not allow or permit any condition Month established by Lessor during the Extension Period. Lessee shall be to exist that allows standing water to accumulate in, on, or under the solely liable for any and all (i) sales and use, gross receipts, transaction Modular Equipment and/or any Ancillary Products. Damage, privilege, value added, goods and services, and similar taxes ("Sales deterioration, or contamination of the Equipment due to water infiltration Taxes"), (ii) ad valorem, real property, and personal property taxes or exposure is not considered ordinary wear and tear. Lessee is solely ("Property Taxes"), and (iii) related 3r1 party fees and expenses ("Fees") responsible for damage due to settling. Lessor has the right to inspect the (the items set forth in clauses (i), (ii), and (iii), hereinafter referred to as Equipment at any time and if Lessor believes the Equipment to be "Taxes and Fees"). Lessee shall pay or shall reimburse Lessor,for any and Page 2 of 6 all Taxes and Fees related to the Equipment, its value,use,or operation or 12.Loss; Damage. Lessee assumes the risk of all loss and damage to the levied against or based upon the amounts paid or to be paid under this Equipment from all causes, including loss of use. Upon the occurrence of Lease Agreement. In the event a properly executed Sales Tax exemption the total loss of any or all of the Equipment,to such an extent as to make certificate is presented to and approved by Lessor, Lessee will not be the repair thereof uneconomical (in Lessor's sole opinion), Lessor shall charged for those Sales Taxes falling under such exemption, but will declare the relevant Equipment a "Total Loss". In the event of a Total remain liable for all Taxes and Fees for which the exemption certificate Loss of the Modular Equipment Lessee shall pay Lessor on the next date does not apply. Lessee shall indemnify, defend and hold Lessor harmless for the payment of rent: the rent then due; plus the value of the Modular against any and all Sales Taxes, including any interest and penalties Equipment(the"Equipment Value")as stipulated in the Lease Agreement; thereon, if such exemption certificate is later determined not to apply to plus the value of all destroyed Ancillary Products in accordance with Lessee or is otherwise later deemed invalid. Property Taxes may be Section 18; less all insurance proceeds actually paid and/or assigned to recovered based on any reasonable formula, including but not limited to Lessor from insurance maintained by Lessee;plus all applicable Taxes and the ratio of Lessor's total Property Tax per state over the Lessor's total Fees and/or transfer taxes (together the "Total Loss Amount"). Upon estimated revenues per state. ANY AMOUNTS NOT PAID WITHIN Lessor's receipt of the Total Loss Amount, Lessee's lease obligation will TWENTY (20) DAYS OF THE DUE DATE SET FORTH ON THE terminate. Lessor will transfer available documents of ownership of the INVOICE SHALL BE SUBJECT TO AN INTEREST CHARGE OF Modular Equipment to Lessee unless Lessor agrees to dispose of the 1%% PER MONTH OR THE MAXIMUM AMOUNT PERMITTED Modular Equipment along with any destroyed Ancillary Products at BY LAW, WHICHEVER IS LOWER, OF THE AMOUNT IN Lessee's cost and expense. In the event of loss or damage to any or all of ARREARS FOR THE PERIOD SUCH AMOUNT REMAINS the Equipment that does not constitute a Total Loss,Lessee,at its sole cost UNPAID.Payments shall be effective upon receipt.Lessor may apply any and expense, shall pay or reimburse Lessor, to the extent Lessor has not payment from Lessee against any obligation due and owing by Lessee been paid or reimbursed from insurance maintained by Lessee, for the under this Lease Agreement, regardless of any statement appearing on or repair of such damage as directed by Lessor to the condition required by referred to in any remittance from Lessee or any prior application of this Lease Agreement.Any loss or damage to any or all of the Equipment payment.The receipt by Lessor of a partial payment of any amount due to shall not reduce or otherwise abate Lessee's obligation to pay all rental Lessor endorsed as payment in full will be deemed to be a partial payment payments when due. Lessee's obligation to pay Lessor amounts pursuant only, and any endorsements or statements on the check or any letter to this Section 12 shall be binding upon Lessee in accordance with the accompanying the check shall not be deemed an accord and/or terms hereof. satisfaction, and notwithstanding said endorsements, Lessor may accept and deposit said check without prejudice to its right to recover the balance. 13. Insurance. Lessee's responsibility for the Equipment begins Lessee's obligation, without prior notice or demand, to pay rent and all immediately upon delivery. Lessee shall obtain and keep in force during other amounts due hereunder shall be absolute and unconditional and not the entire Term and/or Extension Period liability and property insurance as be subject to any abatement, set off,defense,recoupment,or reduction for follows: (A) General Liability Insurance: A policy of combined bodily any reason whatsoever. injury and property damage insurance insuring Lessee and Lessor against INVOICES ISSUED BY LESSOR ARE SOLELY FOR LESSEE'S any liability arising out of the use, maintenance, or possession of the CONVENIENCE. ELECTRONIC BILLING STATEMENTS ARE Equipment. Such insurance shall be in an amount not less than$1,000,000 THE OFFICIAL BILLING METHOD USED BY LESSOR. LESSEE per occurrence.(B)Property Insurance:A policy of insurance covering all AGREES TO PROVIDE A VALID ELECTRONIC MAIL ADDRESS loss or damage to the Equipment, including flood and earthquake, for not ("EMAIL ACCOUNT") FOR PURPOSES OF RECEIVING less than 100%of the Equipment Value and the Ancillary Products value INVOICES AND ALL LESSEE INVOICES WILL BE SENT TO as established by Lessor for the full term of the Lease Agreement. (C) SUCH EMAIL ACCOUNT. FAILURE OF LESSEE TO RECEIVE General. (1) Lessee's insurance for the Equipment shall be issued by AN INVOICE THROUGH EMAIL DOES NOT WAIVE ANY OF insurance companies satisfactory to Lessor. Such insurance shall be LESSEE'S OBLIGATIONS HEREUNDER. IF LESSEE REQUIRES primary, and any other coverage carried by the Lessor shall be excess and A PAPER INVOICE, LESSEE WILL MAKE SUCH REQUEST IN non-contributory. Within ten (10) days after the delivery of the Modular WRITING TO LESSOR. Equipment, Lessee shall provide Lessor with evidence of the required LESSOR'S PREFERRED PAYMENT METHOD IS AUTOMATED insurance and naming Lessor as Additional Insured and Loss Payee. The CLEARING HOUSE ("ACH"). IF LESSEE PAYS BY CHECK OR Evidence of Insurance must provide Lessor with thirty (30) days prior ACH AND THE BANK RETURNS THE CHECK OR ACH DEBIT written notice of any cancellation.Any proceeds of such insurance shall be TO LESSOR UNPAID, LESSEE AGREES THAT LESSOR MAY paid to Lessor and shall be applied to the replacement of the Equipment or ADD A RETURNED CHECK FEE OR RETURNED ACH DEBIT payment of monies due under this Lease Agreement, at the option of FEE IN THE AMOUNT OF$30.00 TO LESSEE'S ACCOUNT. Lessor. Lessee shall comply with all requirements of the insurance underwriters or any governmental authority. (2) Lessee shall pay a 10. No Liens. Lessee, at its sole cost and expense, agrees to keep the Missing or Expired Evidence fee for each month that Lessee fails to timely Equipment free and clear of any and all claims, liens, security interests, provide the required Evidence of Insurance for property coverage or for encumbrances, or attachments not arising out of Lessor's acts including liability coverage. Such fees shall be calculated by Lessor at its then- but not limited to mechanics'and materialman's liens. prevailing rate(s).Payment of such fees shall not provide Lessee with any insurance coverage, nor excuse Lessee from performing its obligations 11. Indemnity. Lessee agrees to indemnify, defend, and hold harmless under Sections 11 & 12. Lessor, its parents, subsidiaries, affiliates, directors, officers, agents, 13.1.Commercial General Liability Program:The Commercial General employees,and invitees,from and against any and all losses,claims,costs, Liability Program may or may not be available for Ancillary Products. If and attorneys' fees and expenses, arising out of or related to: (a) any loss the Commercial General Liability Program is available in full or in part(in or damage to the Equipment or any part or component thereof; (b) the the Agent's sole discretion) and provided Lessee elects to participate in death of, injury to, or damage to the property of, any person or party this program,and pays the required additional fees,the Lessee will satisfy related to or arising out of the delivery, installation, use, possession, the Lease Agreement requirements for Commercial General Liability condition, return, or repossession or relocation (by other than Lessor's Insurance to the extent of any limitations outlined in this Lease employees and/or subcontractors) of the Equipment and any part or Agreement. Under this program, Lessee will receive insurance coverage component thereof; and/or (c) the failure of Lessee to maintain and/or through American Southern Insurance Company ("Insurer") as correctly and lawfully use the Equipment as agreed to herein.Lessee shall administered by Allen Insurance Group ("Agent"). Lessee understands give Lessor immediate notice of any claim or liability hereby indemnified that Lessee will be provided with the following limits of coverage: against. $2,000,000.00 General Aggregate; $1,000,000.00 Per Occurrence; and, G91 Page 3 of 6 $5,000.00 Premises Medical Payments each person. The insurance fee for shall have abandoned the Equipment or is no longer entitled to keep the this program will be billed monthly with the rental invoice. The monthly Equipment at its delivered location; (4)any representation or warranty of fee payable by Lessee is specified on the face page of the Lease Order Lessee shall have been untrue in any material respect when made, or, any Agreement and includes Lessor's administrative fee. This is a third party information submitted by Lessee to Lessor shall be false or misleading in liability policy which covers bodily injury and/or property damage arising any material respect; or (5) Lessee shall have defaulted under any other from the proper use and occupancy of the leased Modular Equipment and agreement with Williams Scotsman. (B)Upon the occurrence of an Event may or may not cover Ancillary Products. The Commercial General of Default, Lessor may declare this Lease Agreement to be in default,and Liability Program has no deductible on claims. It is provided by Lessor thereafter may exercise any one or more of the following remedies: (1) strictly as a matter of convenience to the Lessee. Lessee understands and Declare the rent for the Term, any Extension Period thereof and all other agrees that Lessor only serves as a billing agent for the third party vendor unpaid rent, fees, taxes, and charges including but not limited to of the General Liability Insurance and assumes no liability with respect to delay/storage fees and/or termination charges under this Lease Agreement such insurance. Lessee payments will be considered payments under the and/or any other agreement with Williams Scotsman immediately due and Lease Agreement; any payment default by Lessee under the Lease payable; (2) Repossess, retake, and/or retain any or all of the Equipment Agreement will void the General Liability Insurance. The General free of all rights and claims of Lessee without notice,without legal process Liability Insurance shall not,in any manner:(i)limit Lessee's liabilities or or judicial intervention, and without releasing Lessee of any term, obligations under the Lease Agreement and Lessee remains obligated to covenant or condition provided herein;(3)Sell or otherwise dispose of any comply with any and all requirements set forth in the General Terms and or all of the Equipment, whether or not in Lessor's possession, in a Conditions of the Lease Agreement; or, (ii) excuse Lessee from its commercially reasonable manner and apply the net proceeds of such obligation to maintain Property Damage Insurance and deliver a disposition, after deducting all costs, to the obligations of Lessee with Certificate of Insurance therefore. Lessee will be provided with a Lessee remaining liable for any deficiency; (4) Terminate this Lease certificate of insurance as proof of General Liability Insurance coverage, Agreement and/or any other agreement with Williams Scotsman; and/or upon request,and Lessee understands that the coverage is only in effect as (5) Exercise any other right or remedy available to Lessor at law or in long as the Lease Agreement is active. For coverage questions Lessee equity. Lessor's waiver of any Event of Default shall not constitute a must contact Allen Insurance Group, Inc. at 800-922-5536 (extensions waiver of any other Event of Default or a waiver of any term or condition 110, 1 11, 112 or 113). of this Lease Agreement. Lessee shall pay all Lessor's legal fees and all 13.2.Property Damage Waiver Program:The Property Damage Waiver other costs and expenses incurred by reason of any Event of Default. No Program may or may not be available for Ancillary Products. If the right or remedy referred to herein is intended to be exclusive and each may Property Damage Waiver Program is available in full or in part (in be exercised concurrently or separately and from time to time. In the event Lessor's sole discretion)and provided Lessee elects this program and pays Lessor shall repossess or retake the Equipment and there shall be in or the required additional fees, then Lessee shall not be obligated to obtain attached to such Equipment any property owned by or in the custody or the property insurance described in Section 13(B) and Lessor agrees to control of Lessee, then Lessor is hereby authorized to take possession of relieve Lessee of Lessee's liability for loss or damage to the Modular such property for a period of ten (10) days. Thereafter, if any such Equipment for amounts in excess of the amount specified as the deductible property is not claimed and taken by Lessee within ten (10) days after in the Insurance Requirements Addendum to the Lease Order Agreement Lessor repossesses or retakes the Equipment, such property will be per unit of Modular Equipment per occurrence and for loss or damage to deemed abandoned by Lessee,and Lessor shall have the right to dispose of Ancillary Products to the extent covered by the Property Damage Waiver it. (C) LESSEE AND LESSOR WAIVE ALL RIGHT TO TRIAL BY Program and subject to the relevant deductibles. The Property Damage JURY OF ALL CLAIMS, DEFENSES, COUNTERCLAIMS, AND Waiver covers acts of vandalism,fire and natural disasters including heavy SUITS OF ANY KIND ARISING FROM OR RELATING TO THIS wind, lightning, flooding, fallen trees, etc. The Property Damage Waiver LEASE AGREEMENT. does not cover: (1) Damage arising from or related to collision and/or upset that occurs during transport and/or relocation of Equipment by 15. Return of Equipment; Termination of Lease. At the end of the Lessee, its employees,agents, invitees or anyone acting at the direction of Term or any Extension Period,Lessee shall make the Equipment available or on behalf of the Lessee; (2) Damage arising from or related to misuse, to Lessor,without impediment,(impediments including,but not limited to, abuse, excess wear and tear, abandonment, or the negligence or willful ramps,steps,and/or landscaping added by parties other than Lessor)at the misconduct of the Lessee, its employees, agents, or anyone acting at the Delivery Address shown in the Lease Order Agreement or any other direction of or on behalf of the Lessee; (3) Lessee's personal property address to which Lessor has previously provided written approval of and/or contents within or upon the Equipment. LESSEE IS relocation of the Equipment.Any impediment to pick-up of the Equipment RESPONSIBLE FOR INSURING ITS OWN BELONGINGS; (4) may result in additional charges to Lessee. Lessee shall provide Lessor Damage or loss of use of Equipment due to contamination of the with at least thirty (30) days advance written notice of the return of the Equipment from Hazardous Materials,as defined in Section 8 herein. The Equipment. In the event Lessee does not provide thirty(30) days advance monthly fee payable by Lessee is specified on the face page of the Lease written notice of the return of the Equipment and such earlier pick-up of Order Agreement and will be billed with the rental invoice. The waivers the Equipment is requested by Lessee (and can be effected by Lessor), set forth herein shall not be binding upon Lessor unless the loss, damage, Lessee shall reimburse Lessor for any related costs and expenses injury or claim is reported to Lessor, in writing, within seventy-two (72) associated with the immediate pick-up of the Equipment. Lessee hours of its occurrence.Lessee shall cooperate with and provide to Lessor acknowledges and agrees that all amounts for return freight, knockdown and dismantle will be billed by Lessor to Lessee at the Lessor's rates then all information pertaining to such event. The waivers provided herein are automatically extinguished or terminated on the date that rent or any other in effect on the date of surrender. The Modular Equipment shall be charges due to be paid by Lessee become late and unpaid or upon returned to Lessor in the same condition as delivered to Lessee,reasonable expiration or termination of the Lease Agreement. NOTHING ordinary wear and tear excepted.Lessee shall pay Lessor for all missing or CONTAINED HEREIN SHALL CONSTITUTE A CONTRACT damaged tires, axles, or hitches. Termination will become effective only FOR INSURANCE OR OTHERWISE PROTECT LESSEE FROM when the Equipment has been returned to Lessor as herein provided and LIABILITY TO THIRD PARTIES. Lessee has paid Lessor all unpaid rental and other charges applicable to the Equipment. Lessee agrees that prior to the return of the Equipment to 14. Defaults; Remedies. (A) Lessee shall be deemed to be in default Lessor or upon notice of its repossession Lessee shall, at its sole cost and hereunder upon the occurrence of any of the following events("Events of expense, immediately disconnect all utilities, remove all impediments, Default"): (1)Lessee shall fail to make any payment due hereunder within remove all of Lessee's personal property, and vacate the Modular ten(10)days after its due date;(2)Lessee shall fail to perform or observe Equipment leaving the Ancillary Products intact and readily accessible. any other term,covenant,or condition of this Lease Agreement;(3)Lessee Lessee hereby consents to entry by Lessor or its agents upon the premises Page 4 of 6 9-} where the Equipment may be located for return or repossession of the supplies). Lessee shall be obligated to pay applicable rental amounts set Equipment. Lessor shall not be responsible for site restoration. Lessor forth in the Lease Order Agreement for the lease of the Ancillary Products. shall not be liable for any damage to any personal property left in or on the (b) Certain Ancillary Products, including but not limited to portable Modular Equipment or for keeping or storing any personal property of bathrooms or generators, may contain or present certain hazardous Lessee left in or on the Modular Equipment. Such property will be deemed conditions or materials. Lessee acknowledges that it is fully aware of the abandoned by Lessee. Any accessories and additions to the returned potential hazards in using such Ancillary Products and agrees to assume Equipment shall be deemed to be part of the Equipment and the property all risk.Lessee agrees that it shall:(i)use such Ancillary Products in a safe of Lessor. Notwithstanding anything to the contrary herein, Lessee shall manner, in accordance with all manufacturers' recommendations; (ii) reimburse Lessor for any and all costs incurred related to the return of the perform all required maintenance on such Ancillary Products that is not Equipment and in repairing, cleaning, or otherwise restoring the otherwise to be performed by Lessor pursuant to the terms of the Lease Equipment to its condition when delivered in accordance with Lessor's Agreement. Lessee shall utilize only trained, licensed, qualified and/or standard rates. certified technicians for such repairs as required; and (iii) maintain and remove any waste or hazardous materials created by such Ancillary 16. Limited Warranty. For as long as Lessee timely makes all payments Products in accordance with all applicable laws,rules and regulations. due hereunder, Lessor warrants throughout the term of this Lease (c)Lessor may require Lessee to execute a separate Addendum for certain Agreement that it will repair structural or mechanical defects in the Ancillary Products. Modular Equipment (excluding HVAC filters, fire extinguishers, (d) Limited Warranty. The Ancillary Products may be "New" or "Used" fuses/breakers, light bulbs, or other ordinary course repairs or Ancillary Products. In the event of any defect, Lessee shall notify Lessor maintenance), provided that Lessee notifies Lessor in writing of any within two(2)days of the occurrence thereof.Ancillary Products shall be defects, malfunctions, or leaks within two (2) business days of the subject to the specific manufacturer's warranty provisions and time period, occurrence thereof. In any event, the liability of Lessor shall be limited if any, as applicable to and as available for the Ancillary Products. In any solely to the repairing of defects in the Modular Equipment. Lessor shall event,the liability of Lessor shall be limited solely to the repair of defects have no liability for the repair of any defect or condition resulting from in, or, the replacement of the Ancillary Products at Lessor's sole option. Lessee's relocation of the Modular Equipment, utilities connection, Lessor shall have no liability for the repair of any defect or condition alteration of the Modular Equipment,use of the Modular Equipment for a resulting from: Lessee's relocation of the Ancillary Products; utilities purpose for which it was not intended, vandalism, misuse of the Modular connection; alteration of the Ancillary Products; use of the Ancillary Equipment, excessive wear and tear, failure to properly maintain the Products for a purpose for which it was not intended;vandalism;misuse of HVAC system and/or failure to provide timely notice to Lessor.The repair the Ancillary Products; excessive wear and tear, or failure to provide of the Modular Equipment by Lessor due to a defect or condition resulting notice to Lessor of needed repairs or maintenance. The repair of the from any of the preceding causes shall result in additional charges to Ancillary Products by Lessor due to a defect or condition resulting from Lessee. LESSOR SHALL HAVE NO LIABILITY WHATSOEVER any of the preceding causes shall result in additional charges to Lessee. FOR ANY LIQUIDATED, CONSEQUENTIAL, INCIDENTAL OR LESSOR SHALL HAVE NO LIABILITY WHATSOEVER FOR PUNITIVE DAMAGES, COSTS OR EXPENSES ARISING IN ANY LIQUIDATED, CONSEQUENTIAL, INCIDENTAL OR RELATION TO LESSOR'S LIMITED WARRANTY, OR ANY PUNITIVE DAMAGES, COSTS OR EXPENSES ARISING FROM REPAIRS PERFORMED PURSUANT TO THE LIMITED THE POSSESSION, USE, OR OPERATION OF ANCILLARY WARRANTY.EXCEPT AS SPECIFICALLY PROVIDED HEREIN, PRODUCTS. LESSOR DISCLAIMS ANY AND ALL OTHER LESSOR DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE OR IMPLIED,RELATED TO THE MODULAR EQUIPMENT AND ANCILLARY PRODUCTS INCLUDING ANY WARRANTIES OF ANY MAINTENANCE OR REPAIR WORK PERFORMED BY MERCHANTABILITY, SUITABILITY, OR FITNESS FOR A LESSOR INCLUDING ANY WARRANTIES OF PARTICULAR PURPOSE. THE ANCILLARY PRODUCTS ARE MERCHANTABILITY, SUITABILITY, OR FITNESS FOR A PROVIDED "AS IS" AND "WITH ALL FAULTS". LESSOR PARTICULAR PURPOSE. WITHOUT LIMITING THE MAKES NO REPRESENTATIONS WITH REGARD TO THE GENERALITY OF THE FOREGOING, THERE ARE NO USAGE OR CONDITION OF THE ANCILLARY PRODUCTS. CONDITIONS, COVENANTS, AGREEMENTS, WITHOUT LIMITING THE GENERALITY OF THE REPRESENTATIONS, WARRANTIES OR OTHER PROVISIONS, FOREGOING, THERE ARE NO CONDITIONS, COVENANTS, EXPRESS OR IMPLIED, COLLATERAL, STATUTORY OR AGREEMENTS, REPRESENTATIONS, WARRANTIES OR OTHERWISE,RELATING TO THE SUBJECT MATTER HEREOF OTHER PROVISIONS, EXPRESS OR IMPLIED, COLLATERAL, EXCEPT AS PROVIDED HEREIN OR UNLESS EXPRESSLY STATUTORY OR OTHERWISE, RELATING TO THE SUBJECT CONSENTED TO IN WRITING BY BOTH LESSOR AND LESSEE. MATTER HEREOF EXCEPT AS PROVIDED HEREIN OR 17. Assignment. LESSEE SHALL NOT ASSIGN THIS LEASE UNLESS EXPRESSLY CONSENTED TO IN WRITING BY BOTH AGREEMENT OR SUBLET THE EQUIPMENT WITHOUT THE LESSOR AND LESSEE PRIOR WRITTEN CONSENT OF LESSOR. This Lease Agreement (e) Lessee assumes all risk of loss and damage to the Ancillary Products from all causes. The insurance value for the Ancillary Products may or shall be binding upon any permitted assignee or successor of Lessee. Lessor may assign any of its rights, remedies, responsibilities and may not be included in the Equipment Value shown in the Insurance obligations hereunder and/or this Lease Agreement with Lessee to a third Requirements Addendum to the Lease Order Agreement for the Modular party. Such assignment by Lessor shall be with notice to, but without Equipment, or, covered under the Property Damage Waiver Program if requiring the consent of Omnia Partners(OMNIA)and/or Lessee. Lessee is enrolled. In the event of total loss or damage to any or all of the Ancillary Products,Lessee agrees to pay Lessor the replacement value for 18.Ancillary Products.Notwithstanding anything contained in this Lease the Ancillary Products as determined by Lessor as well as any applicable Agreement to the contrary, in the event of any conflict with respect to Taxes and Fees. Ancillary Products the following terms and conditions shall apply: (f) The terms governing the product description and frequency of (a) While some Ancillary Products originate in various instances from maintenance and cleaning services to be performed by Lessor in relation to third-party suppliers, Lessee shall nevertheless lease the Ancillary Ancillary Products shall be exclusively set forth in the Lease Order Products solely from Lessor and shall have no ownership rights or Agreement. interests therein,except as may relate to Lessee's purchase of items which are covered by a separate, executed, sale agreement and/or are recognized 19. Miscellaneous. (a) Time is of the essence with respect to this Lease as clearly for finite consumption (ex. kitchen, restroom, and/or office Agreement. (b) This Lease Agreement, when signed by both parties, constitutes the entire agreement between the parties, (except as may Page 5 of 6 otherwise be noted in Section 18(c) or as later amended as outlined in (e)The obligations of Lessee under Sections 3,4,5,7,8,9, 11, 12, 13, 14, 19(c), superseding and replacing all prior documents and representations, 15, 18, and 19, which accrue upon execution of this Lease Agreement, with respect to the subject matter hereof. It may only be amended by a shall survive the termination of this Lease Agreement.(f)If Lessee fails to document signed by both parties, as outlined in Section 19(c). The terms perform any of its obligations hereunder, Lessor shall have the right to of any documents submitted by Lessee or any third-party supplier of effect such performance; the amount of any out-of-pocket and other Ancillary Products(i)are superseded and replaced in their entirety by the reasonable expenses of Lessor incurred in connection with such terms and conditions of this Lease Agreement and(ii)shall otherwise have performance shall be payable by Lessee upon demand. The failure of no binding effect upon Lessor, its agents, and its employees. Lessor to insist at any time upon the strict performance of any of the Acknowledgement by Lessor of any Lessee-supplied documents shall be terms,covenants,or conditions of this Lease Agreement or to exercise any for Lessee's billing purposes only.Notwithstanding anything contained in right or remedy herein,or the waiver by Lessor of any breach thereof shall such document to the contrary, in the event of any conflict or not be construed as thereafter waiving any such terms, covenants, inconsistency between the provisions of this Lease Agreement and the conditions, rights, or remedies. (g) Lessor shall not be responsible for provisions of any Lessee-supplied documents, the provisions contained in delays beyond its control. (h) The delivery, installation, takedown, return this Lease Agreement shall prevail. (c)Any Equipment, material or labor and/or any work related to the Equipment as agreed to by Lessor and furnished by Lessor which is not described in this Lease Agreement and/or Lessee in the Lease Order Agreement or any amendment thereto will be in the Williams Scotsman Proposal as Lessor's obligation shall be deemed performed by Lessor using its standard workforce and labor rates unless "Extra Work". Lessee, with Lessor's consent, may order changes in the otherwise agreed to in writing by Lessor prior to the placement of the Equipment, material or labor to be furnished by Lessor under the Lease order for the Equipment. Lessee understands and agrees that Lessor may Agreement. Prior to Lessor performing/providing the Extra Work, Lessor use Lessor employees or subcontracted workers for the performance of and Lessee must agree in writing to any modification or addition to the any work related to the Equipment, as determined in Lessor's sole Equipment, material or labor covered by this Lease Agreement as well as discretion. (i) LESSOR SHALL HAVE NO LIABILITY the corresponding changes to the Lease Agreement Total Charges and WHATSOEVER FOR ANY LIQUIDATED, CONSEQUENTIAL, time frame for performance.All Extra Work shall be authorized by written INCIDENTAL OR PUNITIVE DAMAGES, COSTS, OR Amendment or Change Order to the Lease Agreement signed by both EXPENSES. (j) Lessee irrevocably appoints Lessor or its agents or parties. Failure to have written authorization shall not preclude Lessor assigns as Lessee's attorney-in-fact to execute any UCC financing from recovering compensation for Extra Work. Lessee shall promptly pay statements, documents, checks, and drafts related to the payment of any Lessor for any additional Equipment, materials or labor authorized by loss,damage,or defense under policies of insurance required by this Lease Amendment or Change Order. Payment for Extra Work shall be due as Agreement. (k) This Lease Agreement shall be governed by and and when invoiced by Lessor. Costs for Extra Work shall include interpreted under the laws of the State where the Equipment is located.All reasonable overhead and profit as well as other related sums incurred by legal actions arising out of or related to this Lease Agreement shall be Lessor as may be applicable, including but not limited to: administrative filed and conducted exclusively in a state or federal court in the State costs;office expenses;expenses incurred at the Delivery Location;project where the Equipment is located. Mechanic's and materialman's lien manager/site superintendent time and expenses (if such personnel is proceedings, including any action to foreclose on such lien, shall be supplied by Lessor); dumpster fees; temporary facilities for Lessor's use governed by the law of the state where the Equipment is located. Lessor including, but not limited to, sanitary facilities and/or Field Office(s); hereby reserves its common law right of offset. Lessee hereby waives any temporary utilities for Lessor's use (if supplied by Lessor); travel and and all rights to or claims of sovereign immunity. LESSEE HEREBY related expenses; cell phone expenses and other costs for communication; WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY OF Architectural and/or Engineering expenses (if supplied by Lessor); ANY CLAIM ARISING IN CONNECTION WITH THIS LEASE cleanup at the Delivery Location if performed by Lessor; AGREEMENT. (1) Lessee will pay all costs and expenses, including document/drawing reproduction costs;and/or the costs for Mail/Overnight reasonable attorney's fees, incurred by Lessor in enforcing any terms, and other delivery services. (d) If any provision of this Lease Agreement covenants and indemnities provided herein. (m) Each party is hereby is deemed unenforceable for any reason, then such provision shall be authorized to accept and rely upon a facsimile signature or electronic deemed stricken and shall not affect the enforceability of any of its other signature of the other party on this Lease Agreement or any Amendment provisions.Notwithstanding anything contained herein to the contrary,if it hereto. Any such signature shall be treated as an original signature for all should be determined by a court of competent jurisdiction that any purposes. (n) Each party is hereby authorized to accept and rely upon indemnification or other protection afforded to an indemnitee under documents in paper or electronic format. (o) Lessor may amend these Section 11 would be in violation of or otherwise prohibited by any terms and conditions from time-to-time and such amended terms shall be applicable law, then Section 11 shall automatically be deemed to be effective thirty(30)days after notice is provided to Lessee. If Lessee does amended in a manner which provides the maximum indemnification and not object in writing to such amended terms before their effective date, other protections to such indemnitee consistent with such applicable law. such terms shall be deemed to take precedence. Lease Agreement Terms & Conditions, Revision 08/01/2015 OMNIA Member rev 10/17/2019 L.- Page 6 of 6 R 663882 Attachment 1 The following changes apply to this Lease Agreement. ***** 11. Indemnity. - - - - -- _ . •• -• - - -- - - • - - .. - - _ . - _ . • • • • - - " , - •- " - , - - " , - - - . - , . . - ; - ' " - - • - , _ 2, • . . - , - 2 . " - . " - 22 " - . • - - - - related to or arising out of the delivery, installation, use, possession, condition, return, or repossession or relocation (by other than Lessor's employees and/or subcontractors) of the Equipment. Lessee shall give Lessor immediate notice of any claim or liability hereby indemnified against. Lessor hereby agrees to indemnify Lessee for claims brought against Lessee only to the extent that the claims are found to result from the sole negligence of Lessor, including its employees. Lessee hereby agrees to indemnify Lessor for claims brought against Lessor only to the extent that the claims are found to result from the sole negligence of Lessee, including its employees. This indemnification, including any other indemnification in this Agreement, shall not be construed as a waiver of Lessee's sovereign immunity. The value of this indemnification is limited to the lesser of the amount payable by Lessee under the substantive provisions of this Agreement,of unless such amount is subject to adjustment due to the limitations of§768.28, Florida Statutes. This provision is not intended to nor shall be interpreted as limiting or in any way affecting any defense Lessee may have under §768.28, Florida Statutes or as consent to be sued by third parties. 12. Loss; Damage. Lessee assumes the risk of all loss and damage to the Equipment but only to • - - - • - - - - - - - - • -• •• • - - - - -- while the Equipment is in Lessee's possession or control. from all causes. Upon the occurrence of the total loss of any or all of the Equipment,to such an extent as to make the repair thereof uneconomical{in Lessor's sole opinion), Lessor shall declare the relevant Equipment a "Total Loss". In the event of a Total Loss of the Modular Equipment, Lessee shall pay Lessor on the next date for the payment of rent: the rent then due; plus the value of the Modular Equipment (the "Equipment Value") as stipulated in the Lease Agreement; plus the value of all destroyed Ancillary Products in accordance with Section 18; less all insurance proceeds actually paid and/or assigned to Lessor from insurance maintained by Lessee; plus all applicable Taxes and Fees and/or transfer taxes (together the "Total Loss Amount"). Upon Lessor's receipt of the Total Loss Amount, Lessee's lease obligation will terminate. Lessor will transfer available ownership documents to the Modular Equipment to Lessee, unless Lessor agrees in writing to dispose of the Modular Equipment and any destroyed Ancillary Products at Lessee's sole cost and expense. In the event R 663882 of loss or damage to any or all of the Equipment that does not constitute a Total Loss, Lessee, at its sole cost and expense, shall pay or reimburse Lessor, to the extent Lessor has not been paid or reimbursed from insurance maintained by Lessee, for the repair of such damage as directed by Lessor to the condition required by this Lease Agreement. Any loss or damage to any or all of the Equipment shall not reduce or otherwise abate Lessee's obligation to pay all rental payments when due. Lessee's obligation to pay Lessor amounts pursuant to this Section 12 shall be binding upon Lessee in accordance with the terms thereof. 13. Insurance. Lessee's responsibility for the Equipment begins immediately upon delivery. Lessee shall obtain and keep in force during the entire Term and Extension Period liability and property insurance as follows: (A) General Liability Insurance: A policy of combined bodily injury and property damage insurance insuring Lessee and Lessor against any liability arising out of the use, maintenance, or possession of the Equipment. Such insurance shall be in an amount not less than $1,000,000 per occurrence. (B) Property Insurance: A policy of insurance covering all loss or damage to the Equipment, including flood and earthquake, for not less than 100%of the Equipment Value and the Ancillary Products value as established by Lessor for the full term of the Lease Agreement. (C) General. (1) Lessee's insurance for the Equipment shall be issued by insurance companies satisfactory to Lessor. Such insurance shall be primary, and any other coverage carried by the Lessor shall be excess and non-contributory. Within ten (10) days after the delivery of the Modular Equipment, Lessee shall provide Lessor with evidence of the required insurance and naming Lessor as Additional Insured and Loss Payee. The evidence of insurance must provide Lessor with thirty (30) days prior written notice of any cancellation or termination. Any proceeds of such insurance shall be paid to Lessor and shall be applied to the replacement of the Equipment, or payment of monies due under this Lease Agreement, at the option of Lessor. Lessee shall comply with all requirements of the insurance underwriters or any governmental authority. (2) Lessee shall pay a Missing or Expired Evidence fee for each month that Lessee fails to timely provide the required evidence of insurance for property coverage or for liability coverage. Such fees shall be calculated by Lessor at its then- prevailing rate(s). Payment of Missing or Expired Evidence fees shall not provide Lessee with any insurance coverage, nor excuse Lessee from performing its obligations under Sections 11 & 12. Lessor shall obtain and keep in force during the entire Term and Extension Period the same Lessee with evidence of the required insurance and naming Lessee as Additional Insured and ' ^zc7s7 Payee. evidence of insurance in accordance with the Williams Scotsman, Inc. Sample Insurance certificate. 19. Miscellaneous. ***** R 663882 (j) Lessee irrevocably appoints Lessor or its agents or assigns as Lessee's attorney in fact to of any loss, damage, or defense under policies of insurance required by this Lease Agreement. (k) This Lease Agreement shall be governed by and interpreted under the laws of the State where the Equipment is located. All legal actions arising out of or related to this Lease Agreement shall be filed and conducted exclusively in a state or federal court in the State where the Equipment is located. Mechanic's and materialman's lien proceedings, including any action to foreclose on such lien, shall be governed by the law of the state where the Equipment is located. Lessor and Lessee hereby reserves its common law right of offset. Lessee hereby waives any and all rights to or claims of sovereign immunity. LESSEE HEREBY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY OF ANY CLAIM ARISING IN CONNECTION WITH THIS LEASE AGREEMENT.{I) Lessee will pay all costs and expenses, including reasonable attorney's fees, incurred by Lessor in enforcing any terms, covenants and indemnities provided herein. ***** (o) Lessor may amend these terms and conditions from timeto time and such amended terms writing to such amended terms before their effective date, such terms shall be deemed to take precedence. r 663882 Williams Scotsman,Inc. Your WillScot Representative Contract Number:1459617 VV I L LSCOT 5002 E.Hillsborough Avenue Chris Ahr, Territory Sales Manager Revision:2 Tampa FL 33610-4815 Phone:(813)626-2862 Ext.41616 Date:April 14,2021 Email:christopher.ahr@willscot.com Toll Free:800-782-1500 Lease Agreement Lessee:9402639 Contact: Ship To Address: CITY OF CLEARWATER Jeff Walker 605 Mandalay Ave 610 FRANKLIN STREET 100 S MYRTLE AVE FL 2 CLEARWATER BEACH,FL 33767 US CLEARWATER,Florida 33756 CLEARWATER,FL 337565520 Delivery Date(on or about):06/08/2021 Phone:(727)562-4827 Email:jeff.walker@myclearwater.com Rental Pricing Per Month Quantity Price Extended 60x24 Modular(56x24 Box) 1 $1,500.00 Refrigerator 1 $80.00 $80.00 Keurig 1 $10.00 $10.00 Microwave 1 $15.00 $15.00 Furniture-Rental per Scope of work 1 $425.00 $425.00 ADA/IBC Ramp-w/switchback 1 $350.00 $350.00 ADA/IBC Stair-Rental 2 $90.00 $180.00 Security Screen-Window 36"x60"Egress windows 4 $30.00 $120.00 Tenant Improvement-Rental Property Tax Recovery Fee 1 $45.00 $45.00 Minimum Lease Term: 24 months Total Monthly Building Charges: $1,500.00 Other Monthly Charges: $1,225.00 Total Rental Charges Per Month: $2,725.00 Delivery&Installation State Approved Building Plans 1 $2,750.00 $2,750.00 Foundation/Tiedown Plans 1 $500.00 $500.00 Ramp/Stair Plans 1 $500.00 $500.00 Ramp-Delivery&Installation 1 $600.00 $600.00 Ramp-Knockdown&Return 1 $600.00 $600.00 Essentials Material Handling 1 $900.00 $900.00 Delivery Freight 2 $450.00 $900.00 Block,Level&Tiedown 1 $4,570.00 $4,570.00 Teardown 1 $2,350.00 $2,350.00 Return Freight 2 $450.00 $900.00 Vinyl skirting 160 $12.50 $2,000.00 Total Delivery&Installation Charges: $16,570.00 Final Return Charges* Due On Final Invoice*: $0.00 Total Charges Including(24)Month Rental,Delivery,Installation&Return**: $81,970.00 Scope of Work QUOTE&STATE APPROVED PLANS INCLUDES RE-CERTIFICATION OF BUILDING TO R2 OCCUPANCY.FIRE ALARM&FIRE SUPRESSION SYSTEM DESIGN&INSTALLATION ARE BY OTHERS ONSITE. Comments QUOTE DOES NOT INCLUDE SALES TAX.MISC.APPLIANCE LINE ITEM INCLUDES RENTAL OF ELECTRIC RANGE&RESIDENTIAL HOOD, 18 CU.DISHWASHER,AND STACKABLE WASHER&DRYER.INSTALLATION ONSITE BY WILLIAMS SCOTSMAN. QUOTE IS BASED ON OMNI COOPERATIVE AGREEMENT FL-R160101 Summary of Charges Model: SM6024 Quantity:1 Total Changes for(1)Building(s): $81,970.00 Page 1 of 3 Williams Scotsman,Inc. Your WillScot Representative Contract Number:1459617 WI LLSCOT 5002 E.Hillsborough Avenue Chris Ahr, Territory Sales Manager Revision:2 Tampa FL 33610-4815 Phone:(813)626-2862 Ext.41616 Date:April 14,2021 TM Email:christopher.ahr@willscot.com Toll Free:800-782-1500 Insurance Requirements Addendum QTY PRODUCT EQUIPMENT VALUE/BUILDING DEDUCTIBLE PER UNIT 1 SM6024 $65103.00 $4000.00 Lessee: CITY OF CLEARWATER Pursuant to the Williams Scotsman Lease Agreement and its Terms and Conditions("Agreement"),a Lessee is obligated to provide insurance to Williams Scotsman, Inc.("Lessor")with the following insurance coverage: 1. Commercial General Liability Insurance:policy of combined bodily injury and property damage insurance insuring Lessee and Lessor against any liability arising out of the use,maintenance,or possession of the Equipment.Such insurance shall be in an amount not less than$1,000,000 per occurrence,naming the Lessor as Additional Insured and Loss Payee. 2.Commercial Property Insurance:covering all losses or damage,in an amount equal to 100%of the Equipment Value set forth in the Lease providing protection against perils included within the classification and special extended perils(all"risk"insurance),naming the Lessor as Additional Insured and Loss Payee. Commercial General Liability Insurance Lessee is providing Commercial General Liability Insurance in accordance with the requirements set forth in the Lease Agreement and Lessee shall provide a certificate of insurance in the manner and within the time frame set forth in the Agreement. If Lessee fails to deliver the required certificate of insurance,Lessee understands and agrees that the Lessor has the right to impose a missing insurance certificate fee. Commercial Property Insurance Lessee is providing Commercial Property Insurance in accordance with the requirements set forth in the Lease Agreement and shall provide a certificate of insurance in the manner and within the time frame set forth in the Agreement.If Lessee fails to deliver the required certificate of insurance,Lessee understands and agrees that the Lessor has the right to impose a missing insurance certificate fee. FOR INFORMATIONAL PURPOSE ONLY:Please forward this document to your insurance carrier. Page 2 of 3 Williams Scotsman,Inc. Your WillScot Representative Contract Number:1459617 VV I L LSCOT 5002 E.Hillsborough Avenue Chris Ahr, Territory Sales Manager Revision:2 Tampa FL 33610-4815 Phone:(813)626-2862 Ext.41616 Date:April 14,2021 ,M Email:christopher.ahr@willscot.com Toll Free:800-782-1500 Clarifications *Final Return Charges are estimated and will be charged at Lessor's market rate at time of return for any Lease Term greater than twelve(12)months.**All prices exclude applicable taxes.All Lessees and Leases are subject to credit review.In addition to the stated prices,customer shall pay any local,state or provincial,federal and/or personal property tax or fees related to the equipment identified above ("Equipment"),its value or its use.Lessee acknowledges that upon delivery of the Equipment,this Agreement may be updated with the actual serial number(s),delivery date(s),lock serial number(s),etc,if necessary and Lessee will be supplied a copy of the updated information. Prices exclude taxes,licenses,permit fees,utility connection charges,site preparation and permitting which is the sole responsibility of Lessee,unless otherwise expressly agreed by Lessor in writing.Lessee is responsible for locating and marking underground utilities prior to delivery and compliance with all applicable code requirements unless otherwise expressly agreed by the Lessor in writing.Price assumes a level site with clear access.Lessee must notify Lessor prior to delivery or return of any potentially hazardous conditions or other site conditions that may otherwise affect delivery,installation,dismantling or return of any Equipment. Failure to notify Lessor of such conditions will result in additional charges,as applicable.Physical Damage&Commercial Liability insurance coverage is required beginning on the date of delivery. Lessor is not responsible for changes required by code or building inspectors.Pricing is valid for thirty(30)days. Please note the following important billing terms: • In addition to the first month rental and initial charges,last month rent for building,other monthly rentals/service(excluding last month for General Liability Insurance and Property Damage Waivers),will be billed on the initial invoice.Any amounts prepaid to Williams Scotsman will be credited on the final invoice. hf • Invoices are due on receipt,with a twenty(20)day grace period. Interest will be applied to all past due amounts. *LESSEE EXEMPT • Invoices are due on receipt,with a twenty(20)day grace period.Late fees will be applied to all past due amounts.hf • Williams Scotsman preferred method of payment is ACH.Payments made by check are subject to a Paper Check Fee,charged on the next h-F • Williams Scotsman preferred method of invoicing is via electronic transmission.Customers are encouraged to provide an email address or (08/01/15Lessor hereby agrees to lease to Lessee and Lessee hereby agrees to lease from Lessor Modular Equipment and Value Added Revised Products(as such items are defined in Lessor's General Terms&Conditions)selected by Lessee as set forth In this Agreem -All (10/17/19 such items leased by the Lessee for purposes of this Lease shall be referred to collectively as the"Equipment".By its si ture below,Lessee hereby acknowledges that it has read and agrees to be bound by the Lessor's General Terms&Conditions(9-1-20913) and :-: -: :- .... •- •. . -. . Attachmei - --)in their entirety,which are Incorporated herein aC m by reference and agrees to lease the Equipment from Lessor subject to the terms therein.Although Lessor will provide Lessee with 1 a copy of the General Terms&Conditions upon written request,Lessee should print copies of this Agreement and General Terms& Conditions for recordkeeping purposes.Each party is authorized to accept and rely upon a facsimile signature,digital,or electronic signatures of the other party on this Agreement.Any such signature will be treated as an original signature for all purposes and shall be fully binding.The undersigned represent that they have the express authority of the respective party they represent to enter into and execute this Agreement and bind the respective party thereby. Invoicing Options(select one) [ ]Paperless Invoicing Option [ ]Standard Mail Option Williams Scotsman prefers electronic invoicing,an efficient, Customer prefers to receive paper invoice via mail. Fees may convenient and environmentally friendly process.To avoid fees, apply. Invoices will be mailed to: provide us with the proper email address for your invoices 610 FRANKLIN STREET Corrected Email CLEARWATER,Florida 33756 Address: Enter a new billing address: Signatures Lessee: CITY OF CLEARWATER Lessee: Wil- ms Scots -n,Inc. i Signature: _.- -, Signature: „ak.410 ir Print Nam • i C C\\t1 LX0 .k\. Print Name: /{ diPC/kt., "�Title• SStc�"ykit1'� C•'';r; V:1(\fX `U,+( Title: ► Date: �- I i? I \ �1_ Date: r �� PO#: ) )4404(4..7...", PLEASE RETURN SIGNED AGREEMENT TO:TAMLeases@willscot.com - `�`tOW47? Appr ies as o form: Attest_ ---`0 ( ) ii 9 . ,.I, 19 MEN jAuti-rfta.ki,- _ .-. ..,.„_. .. 7 ; a n Ko ler Assistant City Attorney Rosemarie Call '4eaSNEDN City Clerk -• • 3 WILLIAMS SCOTSMAN,INC. date on which Lessor advises Lessee in writing that the Equipment is LEASE AGREEMENT ready for delivery)Lessee agrees to pay Lessor a storage fee equal to 50% TERMS&CONDITIONS(08/01/2015) of the Total Rental Charges Per Month for each thirty(30)days period of Omnia Partners Member Lease Rev(10/17/2019) delay, or portion thereof, until the Equipment is delivered. Payment by Lessee under this paragraph shall be due upon invoicing by Lessor and shall be in addition to any other rent, charges and fees due under this 1. Equipment; Modular Equipment and Ancillary Products Lease Agreement. Fees assessed under this Section shall not affect Definitions. As used in this Lease Agreement, the following definitions commencement of the Minimum Lease Term. shall apply: "Lease Agreement" The "Lease Order Agreement" and these "Lease 5. Term of Lease; Extension. The term of this Lease Agreement begins Agreement Terms and Conditions" along with any"Addenda" thereto on the date of delivery of the Equipment and ends on the last day of the together comprise the"Lease Agreement"between the parties. Minimum Lease Term ("Term") or the Extension Period (as herein "Modular Equipment" shall mean the trailer(s) and/or relocatable, defined). Acceptance of Equipment returned to Lessor prior to expiration modular,and/or other prefabricated structure(s)supplied by Lessor. of the Term or any Extension Period thereof, does not constitute a release "Ancillary Products" shall mean the stairs; railings; ramps; awnings; of Lessee's rental obligations. In the event Lessee terminates the Lease fencing; furniture; kitchen equipment and food service supplies including Agreement during the Term, Lessee agrees to pay a consumables; restroom appurtenances and supplies; office products; termination/cancellation fee equal to the remaining payments for the computers, printers, monitors, scanners, and other telecommunication unfulfilled Term unless Lessor and Lessee mutually agree otherwise in related devices; security systems; temporary alternative heat, electric and writing at the time of Lessee's placing the order for the Equipment, plus sanitary systems; convenience items; and any other ancillary products or any applicable charges for services or modifications performed by Lessor services which are selected by Lessee and provided by Lessor which are to make the Equipment ready for Lessee's use,and any applicable charges offered for rental with,included in,attached or appurtenant to the Modular related to Ancillary Products,plus the Final Return Charges.At the end of Equipment,and set forth in this Lease Agreement. the Term or Extension Period, Lessee shall be responsible for any "Final "Equipment" shall collectively mean the Modular Equipment and the Return Charges" as estimated in the Lease Order Agreement. Lessee Ancillary Products provided to Lessee by Lessor under this Lease understands and agrees that the Final Return Charges stated in the Lease Agreement. Order Agreement are estimates only and that Final Return Charges including, but not limited to,dismantle and return freight charges, will be 2.True Lease.This Lease Agreement is a true lease and not a sale.Lessee charged at Lessor's then prevailing rate at the time of surrender for any shall not acquire ownership interest in the Equipment except as may relate rental exceeding the Minimum Lease Term. At the end of the Term, this to Lessee's purchase of Ancillary Products which are covered by a Lease Agreement is automatically extended on a month-to-month basis on separate, executed sale agreement and/or items which are recognized as the same terms and conditions until the Equipment is returned to Lessor clearly for finite consumption (ex. kitchen, restroom, and/or office (the "Extension Period"); except that Lessee's rental rate shall be supplies). The Equipment shall remain the sole personal property of automatically adjusted to Lessor's then prevailing renewal rental rate. At Lessor even though the Equipment may become affixed to, embedded in, the end of the Term,Lessor has the right,upon notice to Lessee,to change or be permanently resting upon real property. or increase any other fee due and payable under the Lease Agreement. 3. Commitment of Resources. By signing this Lease Agreement, Lessee After the end of the Term,either party can terminate this Lease Agreement authorizes Lessor to proceed with the order for the Equipment. It is on thirty(30)days written notice. understood and agreed upon between the parties that Lessor, in reliance on 6. Site Suitability; Inspection. Lessee shall choose a firm, level site with the promises of Lessee contained herein, may be specially ordering, minimum soil bearing pressure in the appropriate pounds per square foot reserving,altering,remodeling and/or modifying the Equipment described ("PSF") as determined by and in compliance with all local statutes, rules, in this Lease Agreement based on information supplied to Lessor by ordinances, laws, building codes and regulations in the jurisdiction in Lessee. Lessee understands that the Modular Equipment may not be which the Equipment will be located,and no more than a one inch per ten standard, readily re-leasable product and/or Lessor may have lost other feet slope from one end to the other that is easily accessible by Lessor's rental opportunities in allocating the Modular Equipment for Lessee's use standard truck/delivery equipment to locate the Modular Equipment and and, as a result, Lessor is incurring extraordinary costs and expenses in those Ancillary Products which are set upon/installed on the site. Lessee proceeding with Lessee's order for this Modular Equipment. represents and warrants that the site is not a former landfill and Lessee has Notwithstanding anything contained in this Lease Agreement to the advised Lessor of any issues relating to the site or soil conditions which contrary, in the event Lessee terminates this Lease Agreement or may impact the installation or settlement of the Equipment. Lessee shall wrongfully rejects Equipment prior to the commencement of the Minimum own such site and/or have express legal authorization to locate the Lease Term, Lessee shall be responsible for the payment to Lessor of: a) Equipment upon that same site. Lessee warrants and represents that it has the costs incurred by Lessor for labor, materials and work executed up to exercised due diligence and care in the selection of the location it has Lessor's receipt of written notice of termination;b)storage related charges designated for the placing of the Equipment, and further agrees to give attributable to failed delivery;c)rent for the Minimum Lease Term;and d) directions and supervise the placement of such Equipment. Lessor reasonable overhead and profit.All such charges will be billed on a lump assumes no liability nor offers any warranty for the fitness, adequacy of sum basis unless other payment options are agreed by the Lessor. Lessee's site or utilities available at the site. Lessee is solely responsible 4. Delivery; Acceptance; Delay. Upon delivery, Lessee agrees to inspect for the site selection and subsurface conditions, including compaction, and accept the Equipment. Lessee will have forty-eight (48) hours from determining and complying with appropriate PSF, and environmental the date of delivery to notify Lessor, in writing of any defects or conditions. Unless otherwise agreed to in writing by Lessor, Lessee is deficiencies in the Equipment. Such notice shall specify each defect or responsible for verifying the presence or absence of any underground utilities in the designated site location. Prices for delivery, installation, deficiency in the Equipment.Unless Lessor receives timely,written notice from Lessee as set forth herein,Lessee is deemed to accept the Equipment teardown, return delivery and other "one-time" charges, due dates for and acknowledges that the Equipment is in good order and operating delivery or installation of Equipment, demobilization and return delivery condition as of the date of delivery. Acceptance of the Equipment shall assume accuracy of the information given to Lessor by Lessee with constitute Lessee's acceptance of this Lease Agreement. In the event respect to site conditions and are subject to adjustment to the extent that delivery of the Equipment is delayed, through no fault of Lessor, for a the timing of or physical nature of access to the site is or becomes limited, period of more than thirty(30)days from the delivery date set forth in the the site does not have adequate load bearing or other topographic qualities Lease Order Agreement (or, if no delivery date is enumerated, from the or is otherwise not properly prepared, snow or water is not removed, Page 1 of 6 utilities are not correctly located or properly disconnected, provision of misused, abused, or neglected, Lessor may, with written notice, declare utilities is not timely, applicable license or permits are not provided in a the Lease Agreement in default and remove and repossess the Equipment timely manner,or Lessee otherwise delays completion of Lessor's work.If at Lessee's sole cost. Lessee shall not, without Lessor's prior written Lessee fails to provide a suitable site then Lessee shall pay for any consent, make any changes, alterations, or improvements in or to the resulting additional delivery, installation, and knock down and return Equipment or remove any parts,accessories or attachments from it.Lessee charges, including but not limited to storage related charges attributable to assumes full responsibility for any Ancillary Products and/or other delayed delivery and/or installation of the Equipment required and/or accessories, attachments or other items missing from the Equipment upon requested by Lessee. Lessor may suspend its work at Lessee's site if return. If Lessee should require Modular Equipment that meets certain Lessor deems the site to be unsafe or in any way unable to accept the local codes and/or ordinances, Lessee shall notify Lessor at the time the Equipment. Lessor is solely relying on Lessee's knowledge of the Modular Equipment is ordered and, to the extent that Lessor can comply geographic area where the Equipment is to be installed including, but not and agrees to do so in writing, Lessor shall include the additional cost for limited to, seismic activity, possibility of high winds, hurricanes, compliance and the agreed upon requirements in the Lease Order tornadoes and flooding. Lessor recommends that the Equipment be Agreement. Any special requirements with respect to the Modular anchored to reduce damage to the Equipment, injury to occupants or other Equipment shall be handled on a case-by-case basis. Lessor makes no persons, and the property of third parties. In the event, Lessee declines representations as to the Equipment's compliance with federal, state, Lessor's installation of anchors, Lessor will comply with Lessee's refusal municipal,or local building codes,zoning ordinances,rules,laws,or other based on and in express and sole reliance on the representation and other types of regulations or use codes.Lessee agrees that the Equipment leased terms and conditions in this Lease Agreement. Lessee shall not alter the hereunder will not be occupied by any person other than Lessee,its agents, manner of installation or location of the Equipment without written employees, or invitees and will not be used for residential or dormitory consent of Lessor (excluding the relocation of readily relocatable purposes. [For Equipment delivered in California: PURSUANT TO Ancillary Products within the Modular Equipment for Lessee's ease of use CALIFORNIA CIVIL CODE SECTION 1938 LESSEE IS HEREBY and convenience).Lessor shall not be responsible for compliance with any NOTIFIED THAT THE EQUIPMENT LEASED HEREUNDER site specific requirements including, but not limited to, site security, HAS NOT UNDERGONE AN INSPECTION BY A CERTIFIED badging, background checks, safety, and/or training requirements unless ACCESS SPECIALIST(CASP).] otherwise agreed to in writing by Lessor prior to the placement of the order for the Equipment. Lessor shall have the right to enter the premises 8. Hazardous Materials. Lessee shall not use, release, store, dispose of, or otherwise have present any Hazardous Materials in, on, under, or near and inspect the Equipment during normal business hours during the Term of this Lease Agreement and any Extension Period. LESSOR DOES the Equipment,unless Lessor shall have first consented in writing to such NOT RECOMMEND OR SUPPORT THE STACKING OF use or presence of Hazardous Materials,and such Hazardous Materials are MODULAR EQUIPMENT. DO NOT STACK MODULAR used, stored, manufactured, disposed of, or otherwise present in EQUIPMENT UNLESS YOU HAVE THE APPROVAL OF accordance with all applicable laws. "Hazardous Materials" shall mean QUALIFIED ENGINEERING PROFESSIONALS,COMPLY WITH any explosives; flammable substances; radioactive materials; asbestos; ALL OCCUPATIONAL SAFETY LAWS, AND OBTAIN ALL paint materials containing lead; materials containing urea, formaldehyde, ZONING, BUILDING, AND OCCUPANCY PERMITS. polychlorinated biphenyls, oil, petroleum products or byproducts; or, any NOTWITHSTANDING ANY EXPRESS TERMS TO THE other hazardous, toxic, dangerous or otherwise regulated substances, CONTRARY, LESSOR DISCLAIMS ALL WARRANTIES, wastes, pollutants, contaminants, materials, or biological substances EXPRESS OR IMPLIED, IF LESSEE STACKS MODULAR (including fungi, bacteria, mold, and microbial matter of any kind) EQUIPMENT. whether having such characteristics in fact or defined as such under federal, state, or local laws and regulations. Ordinary wear and tear does 7. Use; Maintenance; Condition. Lessee has the right to peaceably and not include damage, contamination, or deterioration to the Equipment quietly hold, use, and enjoy the Equipment subject to the terms and related to Hazardous Materials. Lessee is and shall remain responsible for conditions of this Lease Agreement.Lessee shall use the Equipment solely returning the Equipment free of any and all Hazardous Materials. Prior to in the conduct of its business and in a careful and lawful manner. Lessee the return of the Equipment Lessor may in good faith, request Lessee, at agrees not to remove existing nameplates or decals affixed to the Lessee's cost and expense,to provide written evidence that the Equipment Equipment. Lessee shall pay any and all fees, charges, and expenses and has been tested by a licensed professional and is free of Hazardous execute and comply with all laws related to or that affect in any way the Materials. In the event Lessee does not supply such evidence within five use, possession, maintenance, storage, and/or operation of the Equipment (5)days after written request from Lessor,then Lessor may order testing at while it is in Lessee's possession, including obtaining all approvals, Lessee's cost. If it is determined that the Equipment is contaminated, licenses, tests, inspections, and permits (including without limitation Lessee shall pay for decontamination of the Equipment, restoring the building permits and other governmental approvals) related to the use, Equipment to its condition when delivered. If it is determined that the possession,maintenance, storage,and/or operation of the Equipment.This Equipment cannot be decontaminated, the Equipment shall be deemed a is an absolute net lease. Lessee is solely responsible for routine Total Loss and Lessee assumes full responsibility for the Equipment maintenance, including but not limited to janitorial services, pest control, including the disposal thereof, and shall pay Lessor the Equipment Value changing of HVAC filters, light bulbs, and ballasts, cleaning (by trained as set forth on the Lease Order Agreement plus all applicable Taxes and and qualified HVAC technicians only) the HVAC condenser and Fees in accordance with Section 12 herein. evaporator coils, refilling HVAC refrigerant, and removal of water, ice and snow from and about the Equipment. At its sole cost, Lessee shall 9. Rent; Fees; Taxes; Late Charges. Rent for the Equipment begins to maintain and keep the Equipment clean, in good repair and safe operating accrue upon completion of delivery and set-up, if required, of the condition at all times during the term of this Lease Agreement in Equipment (the "Delivery Date"). Lessee shall pay Lessor, in advance, accordance with the Williams Scotsman Service Guide,receipt of which is monthly rent for the Equipment on the due date at the Rate Per Month hereby acknowledged by Lessee. Lessee shall keep the Modular stated in this Lease Agreement during the Term, and at the Rate Per Equipment properly ventilated and shall not allow or permit any condition Month established by Lessor during the Extension Period. Lessee shall be to exist that allows standing water to accumulate in, on, or under the solely liable for any and all (i) sales and use, gross receipts, transaction Modular Equipment and/or any Ancillary Products. Damage, privilege, value added, goods and services, and similar taxes ("Sales deterioration, or contamination of the Equipment due to water infiltration Taxes"), (ii) ad valorem, real property, and personal property taxes or exposure is not considered ordinary wear and tear. Lessee is solely ("Property Taxes"), and (iii)related 3rd party fees and expenses ("Fees") the items set forth in clauses (i), (ii), and (iii), hereinafter referred to as responsible for damage due to settling. Lessor has the right to inspect the ( Equipment at any time and if Lessor believes the Equipment to be "Taxes and Fees").Lessee shall pay or shall reimburse Lessor,for any and Page 2 of 6 (.34 all Taxes and Fees related to the Equipment, its value, use,or operation or 12. Loss; Damage. Lessee assumes the risk of all loss and damage to the levied against or based upon the amounts paid or to be paid under this Equipment from all causes, including loss of use. Upon the occurrence of Lease Agreement. In the event a properly executed Sales Tax exemption the total loss of any or all of the Equipment,to such an extent as to make certificate is presented to and approved by Lessor, Lessee will not be the repair thereof uneconomical (in Lessor's sole opinion), Lessor shall charged for those Sales Taxes falling under such exemption, but will declare the relevant Equipment a "Total Loss". In the event of a Total remain liable for all Taxes and Fees for which the exemption certificate Loss of the Modular Equipment Lessee shall pay Lessor on the next date does not apply. Lessee shall indemnify, defend and hold Lessor harmless for the payment of rent: the rent then due; plus the value of the Modular against any and all Sales Taxes, including any interest and penalties Equipment(the"Equipment Value")as stipulated in the Lease Agreement; thereon, if such exemption certificate is later determined not to apply to plus the value of all destroyed Ancillary Products in accordance with Lessee or is otherwise later deemed invalid. Property Taxes may be Section 18; less all insurance proceeds actually paid and/or assigned to recovered based on any reasonable formula, including but not limited to Lessor from insurance maintained by Lessee;plus all applicable Taxes and the ratio of Lessor's total Property Tax per state over the Lessor's total Fees and/or transfer taxes (together the "Total Loss Amount"). Upon estimated revenues per state. ANY AMOUNTS NOT PAID WITHIN Lessor's receipt of the Total Loss Amount, Lessee's lease obligation will TWENTY (20) DAYS OF THE DUE DATE SET FORTH ON THE terminate. Lessor will transfer available documents of ownership of the INVOICE SHALL BE SUBJECT TO AN INTEREST CHARGE OF Modular Equipment to Lessee unless Lessor agrees to dispose of the 1%% PER MONTH OR THE MAXIMUM AMOUNT PERMITTED Modular Equipment along with any destroyed Ancillary Products at BY LAW, WHICHEVER IS LOWER, OF THE AMOUNT IN Lessee's cost and expense. In the event of loss or damage to any or all of ARREARS FOR THE PERIOD SUCH AMOUNT REMAINS the Equipment that does not constitute a Total Loss,Lessee,at its sole cost UNPAID.Payments shall be effective upon receipt.Lessor may apply any and expense, shall pay or reimburse Lessor, to the extent Lessor has not payment from Lessee against any obligation due and owing by Lessee been paid or reimbursed from insurance maintained by Lessee, for the under this Lease Agreement, regardless of any statement appearing on or repair of such damage as directed by Lessor to the condition required by referred to in any remittance from Lessee or any prior application of this Lease Agreement. Any loss or damage to any or all of the Equipment payment. The receipt by Lessor of a partial payment of any amount due to shall not reduce or otherwise abate Lessee's obligation to pay all rental Lessor endorsed as payment in full will be deemed to be a partial payment payments when due. Lessee's obligation to pay Lessor amounts pursuant only, and any endorsements or statements on the check or any letter to this Section 12 shall be binding upon Lessee in accordance with the accompanying the check shall not be deemed an accord and/or terms hereof. satisfaction, and notwithstanding said endorsements, Lessor may accept and deposit said check without prejudice to its right to recover the balance. 13. Insurance. Lessee's responsibility for the Equipment begins Lessee's obligation, without prior notice or demand, to pay rent and all immediately upon delivery. Lessee shall obtain and keep in force during other amounts due hereunder shall be absolute and unconditional and not the entire Term and/or Extension Period liability and property insurance as be subject to any abatement, set off,defense,recoupment,or reduction for follows: (A) General Liability Insurance: A policy of combined bodily any reason whatsoever. injury and property damage insurance insuring Lessee and Lessor against INVOICES ISSUED BY LESSOR ARE SOLELY FOR LESSEE'S any liability arising out of the use, maintenance, or possession of the CONVENIENCE. ELECTRONIC BILLING STATEMENTS ARE Equipment. Such insurance shall be in an amount not less than$1,000,000 THE OFFICIAL BILLING METHOD USED BY LESSOR. LESSEE per occurrence.(B)Property Insurance:A policy of insurance covering all AGREES TO PROVIDE A VALID ELECTRONIC MAIL ADDRESS loss or damage to the Equipment, including flood and earthquake, for not ("EMAIL ACCOUNT") FOR PURPOSES OF RECEIVING less than 100%of the Equipment Value and the Ancillary Products value INVOICES AND ALL LESSEE INVOICES WILL BE SENT TO as established by Lessor for the full term of the Lease Agreement. (C) SUCH EMAIL ACCOUNT. FAILURE OF LESSEE TO RECEIVE General. (1) Lessee's insurance for the Equipment shall be issued by AN INVOICE THROUGH EMAIL DOES NOT WAIVE ANY OF insurance companies satisfactory to Lessor. Such insurance shall be LESSEE'S OBLIGATIONS HEREUNDER. IF LESSEE REQUIRES primary,and any other coverage carried by the Lessor shall be excess and A PAPER INVOICE, LESSEE WILL MAKE SUCH REQUEST IN non-contributory. Within ten (10) days after the delivery of the Modular WRITING TO LESSOR. Equipment, Lessee shall provide Lessor with evidence of the required LESSOR'S PREFERRED PAYMENT METHOD IS AUTOMATED insurance and naming Lessor as Additional Insured and Loss Payee. The CLEARING HOUSE ("ACH"). IF LESSEE PAYS BY CHECK OR Evidence of Insurance must provide Lessor with thirty (30) days prior ACH AND THE BANK RETURNS THE CHECK OR ACH DEBIT written notice of any cancellation.Any proceeds of such insurance shall be TO LESSOR UNPAID, LESSEE AGREES THAT LESSOR MAY paid to Lessor and shall be applied to the replacement of the Equipment or ADD A RETURNED CHECK FEE OR RETURNED ACH DEBIT payment of monies due under this Lease Agreement, at the option of FEE IN THE AMOUNT OF$30.00 TO LESSEE'S ACCOUNT. Lessor. Lessee shall comply with all requirements of the insurance underwriters or any governmental authority. (2) Lessee shall pay a 10. No Liens. Lessee, at its sole cost and expense, agrees to keep the Missing or Expired Evidence fee for each month that Lessee fails to timely Equipment free and clear of any and all claims, liens, security interests, provide the required Evidence of Insurance for property coverage or for encumbrances, or attachments not arising out of Lessor's acts including liability coverage. Such fees shall be calculated by Lessor at its then- but not limited to mechanics'and materialman's liens. prevailing rate(s). Payment of such fees shall not provide Lessee with any insurance coverage, nor excuse Lessee from performing its obligations 11. Indemnity. Lessee agrees to indemnify, defend, and hold harmless under Sections 11 & 12. Lessor, its parents, subsidiaries, affiliates, directors, officers, agents, 13.1.Commercial General Liability Program:The Commercial General employees,and invitees,from and against any and all losses,claims,costs, Liability Program may or may not be available for Ancillary Products. If and attorneys' fees and expenses, arising out of or related to: (a)any loss the Commercial General Liability Program is available in full or in part(in or damage to the Equipment or any part or component thereof; (b) the the Agent's sole discretion) and provided Lessee elects to participate in death of, injury to, or damage to the property of, any person or party this program,and pays the required additional fees,the Lessee will satisfy related to or arising out of the delivery, installation, use, possession, the Lease Agreement requirements for Commercial General Liability condition, return, or repossession or relocation (by other than Lessor's Insurance to the extent of any limitations outlined in this Lease employees and/or subcontractors) of the Equipment and any part or Agreement. Under this program, Lessee will receive insurance coverage component thereof; and/or (c) the failure of Lessee to maintain and/or through American Southern Insurance Company (`Insurer") as correctly and lawfully use the Equipment as agreed to herein. Lessee shall administered by Allen Insurance Group ("Agent"). Lessee understands give Lessor immediate notice of any claim or liability hereby indemnified that Lessee will be provided with the following limits of coverage: against. $2,000,000.00 General Aggregate; $1,000,000.00 Per Occurrence; and, Page 3 of 6 $5,000.00 Premises Medical Payments each person. The insurance fee for shall have abandoned the Equipment or is no longer entitled to keep the this program will be billed monthly with the rental invoice. The monthly Equipment at its delivered location; (4)any representation or warranty of fee payable by Lessee is specified on the face page of the Lease Order Lessee shall have been untrue in any material respect when made, or, any Agreement and includes Lessor's administrative fee. This is a third party information submitted by Lessee to Lessor shall be false or misleading in liability policy which covers bodily injury and/or property damage arising any material respect; or (5) Lessee shall have defaulted under any other from the proper use and occupancy of the leased Modular Equipment and agreement with Williams Scotsman. (B)Upon the occurrence of an Event may or may not cover Ancillary Products. The Commercial General of Default,Lessor may declare this Lease Agreement to be in default,and Liability Program has no deductible on claims. It is provided by Lessor thereafter may exercise any one or more of the following remedies: (1) strictly as a matter of convenience to the Lessee. Lessee understands and Declare the rent for the Term, any Extension Period thereof and all other agrees that Lessor only serves as a billing agent for the third party vendor unpaid rent, fees, taxes, and charges including but not limited to of the General Liability Insurance and assumes no liability with respect to delay/storage fees and/or termination charges under this Lease Agreement such insurance. Lessee payments will be considered payments under the and/or any other agreement with Williams Scotsman immediately due and Lease Agreement; any payment default by Lessee under the Lease payable; (2) Repossess, retake, and/or retain any or all of the Equipment Agreement will void the General Liability Insurance. The General free of all rights and claims of Lessee without notice,without legal process Liability Insurance shall not, in any manner:(i)limit Lessee's liabilities or or judicial intervention, and without releasing Lessee of any term, obligations under the Lease Agreement and Lessee remains obligated to covenant or condition provided herein;(3)Sell or otherwise dispose of any comply with any and all requirements set forth in the General Terms and or all of the Equipment, whether or not in Lessor's possession, in a Conditions of the Lease Agreement; or, (ii) excuse Lessee from its commercially reasonable manner and apply the net proceeds of such obligation to maintain Property Damage Insurance and deliver a disposition, after deducting all costs, to the obligations of Lessee with Certificate of Insurance therefore. Lessee will be provided with a Lessee remaining liable for any deficiency; (4) Terminate this Lease certificate of insurance as proof of General Liability Insurance coverage, Agreement and/or any other agreement with Williams Scotsman; and/or upon request,and Lessee understands that the coverage is only in effect as (5) Exercise any other right or remedy available to Lessor at law or in long as the Lease Agreement is active. For coverage questions Lessee equity. Lessor's waiver of any Event of Default shall not constitute a must contact Allen Insurance Group, Inc. at 800-922-5536 (extensions waiver of any other Event of Default or a waiver of any term or condition 110, 111, 112 or 113). of this Lease Agreement. Lessee shall pay all Lessor's legal fees and all 13.2.Property Damage Waiver Program:The Property Damage Waiver other costs and expenses incurred by reason of any Event of Default. No Program may or may not be available for Ancillary Products. If the right or remedy referred to herein is intended to be exclusive and each may Property Damage Waiver Program is available in full or in part (in be exercised concurrently or separately and from time to time.In the event Lessor's sole discretion)and provided Lessee elects this program and pays Lessor shall repossess or retake the Equipment and there shall be in or the required additional fees, then Lessee shall not be obligated to obtain attached to such Equipment any property owned by or in the custody or the property insurance described in Section 13(B) and Lessor agrees to control of Lessee, then Lessor is hereby authorized to take possession of relieve Lessee of Lessee's liability for loss or damage to the Modular such property for a period of ten (10) days. Thereafter, if any such Equipment for amounts in excess of the amount specified as the deductible property is not claimed and taken by Lessee within ten (10) days after in the Insurance Requirements Addendum to the Lease Order Agreement Lessor repossesses or retakes the Equipment, such property will be per unit of Modular Equipment per occurrence and for loss or damage to deemed abandoned by Lessee,and Lessor shall have the right to dispose of Ancillary Products to the extent covered by the Property Damage Waiver it. (C)LESSEE AND LESSOR WAIVE ALL RIGHT TO TRIAL BY Program and subject to the relevant deductibles. The Property Damage JURY OF ALL CLAIMS, DEFENSES, COUNTERCLAIMS, AND Waiver covers acts of vandalism,fire and natural disasters including heavy SUITS OF ANY KIND ARISING FROM OR RELATING TO THIS wind, lightning, flooding, fallen trees, etc. The Property Damage Waiver LEASE AGREEMENT. does not cover: (1) Damage arising from or related to collision and/or upset that occurs during transport and/or relocation of Equipment by 15. Return of Equipment; Termination of Lease. At the end of the Lessee, its employees,agents, invitees or anyone acting at the direction of Term or any Extension Period,Lessee shall make the Equipment available or on behalf of the Lessee; (2)Damage arising from or related to misuse, to Lessor,without impediment,(impediments including,but not limited to, abuse, excess wear and tear, abandonment, or the negligence or willful ramps,steps,and/or landscaping added by parties other than Lessor)at the misconduct of the Lessee, its employees, agents, or anyone acting at the Delivery Address shown in the Lease Order Agreement or any other direction of or on behalf of the Lessee; (3) Lessee's personal property address to which Lessor has previously provided written approval of and/or contents within or upon the Equipment. LESSEE IS relocation of the Equipment.Any impediment to pick-up of the Equipment RESPONSIBLE FOR INSURING ITS OWN BELONGINGS; (4) may result in additional charges to Lessee. Lessee shall provide Lessor Damage or loss of use of Equipment due to contamination of the with at least thirty (30) days advance written notice of the return of the Equipment from Hazardous Materials, as defined in Section 8 herein. The Equipment. In the event Lessee does not provide thirty(30)days advance monthly fee payable by Lessee is specified on the face page of the Lease written notice of the return of the Equipment and such earlier pick-up of Order Agreement and will be billed with the rental invoice. The waivers the Equipment is requested by Lessee (and can be effected by Lessor), set forth herein shall not be binding upon Lessor unless the loss, damage, Lessee shall reimburse Lessor for any related costs and expenses injury or claim is reported to Lessor, in writing, within seventy-two (72) associated with the immediate pick-up of the Equipment. Lessee hours of its occurrence. Lessee shall cooperate with and provide to Lessor acknowledges and agrees that all amounts for return freight, knockdown all information pertaining to such event. The waivers provided herein are and dismantle will be billed by Lessor to Lessee at the Lessor's rates then automatically extinguished or terminated on the date that rent or any other in effect on the date of surrender. The Modular Equipment shall be charges due to be paid by Lessee become late and unpaid or upon returned to Lessor in the same condition as delivered to Lessee,reasonable expiration or termination of the Lease Agreement. NOTHING ordinary wear and tear excepted.Lessee shall pay Lessor for all missing or CONTAINED HEREIN SHALL CONSTITUTE A CONTRACT damaged tires, axles, or hitches. Termination will become effective only FOR INSURANCE OR OTHERWISE PROTECT LESSEE FROM when the Equipment has been returned to Lessor as herein provided and LIABILITY TO THIRD PARTIES. Lessee has paid Lessor all unpaid rental and other charges applicable to the Equipment. Lessee agrees that prior to the return of the Equipment to 14. Defaults; Remedies. (A) Lessee shall be deemed to be in default Lessor or upon notice of its repossession Lessee shall, at its sole cost and hereunder upon the occurrence of any of the following events("Events of expense, immediately disconnect all utilities, remove all impediments, Default"):(1)Lessee shall fail to make any payment due hereunder within remove all of Lessee's personal property, and vacate the Modular ten(10)days after its due date;(2)Lessee shall fail to perform or observe Equipment leaving the Ancillary Products intact and readily accessible. any other term,covenant,or condition of this Lease Agreement;(3)Lessee Lessee hereby consents to entry by Lessor or its agents upon the premises Page 4 of 6 where the Equipment may be located for return or repossession of the supplies). Lessee shall be obligated to pay applicable rental amounts set Equipment. Lessor shall not be responsible for site restoration. Lessor forth in the Lease Order Agreement for the lease of the Ancillary Products. shall not be liable for any damage to any personal property left in or on the (b) Certain Ancillary Products, including but not limited to portable Modular Equipment or for keeping or storing any personal property of bathrooms or generators, may contain or present certain hazardous Lessee left in or on the Modular Equipment.Such property will be deemed conditions or materials. Lessee acknowledges that it is fully aware of the abandoned by Lessee. Any accessories and additions to the returned potential hazards in using such Ancillary Products and agrees to assume Equipment shall be deemed to be part of the Equipment and the property all risk.Lessee agrees that it shall:(i)use such Ancillary Products in a safe of Lessor. Notwithstanding anything to the contrary herein, Lessee shall manner, in accordance with all manufacturers' recommendations; (ii) reimburse Lessor for any and all costs incurred related to the return of the perform all required maintenance on such Ancillary Products that is not Equipment and in repairing, cleaning, or otherwise restoring the otherwise to be performed by Lessor pursuant to the terms of the Lease Equipment to its condition when delivered in accordance with Lessor's Agreement. Lessee shall utilize only trained, licensed, qualified and/or standard rates. certified technicians for such repairs as required; and (iii) maintain and remove any waste or hazardous materials created by such Ancillary 16. Limited Warranty.For as long as Lessee timely makes all payments Products in accordance with all applicable laws,rules and regulations. due hereunder, Lessor warrants throughout the term of this Lease (c)Lessor may require Lessee to execute a separate Addendum for certain Agreement that it will repair structural or mechanical defects in the Ancillary Products. Modular Equipment (excluding HVAC filters, fire extinguishers, (d) Limited Warranty. The Ancillary Products may be"New" or"Used" fuses/breakers, light bulbs, or other ordinary course repairs or Ancillary Products. In the event of any defect, Lessee shall notify Lessor maintenance), provided that Lessee notifies Lessor in writing of any within two(2)days of the occurrence thereof. Ancillary Products shall be defects, malfunctions, or leaks within two (2) business days of the subject to the specific manufacturer's warranty provisions and time period, occurrence thereof. In any event, the liability of Lessor shall be limited if any, as applicable to and as available for the Ancillary Products. In any solely to the repairing of defects in the Modular Equipment. Lessor shall event,the liability of Lessor shall be limited solely to the repair of defects have no liability for the repair of any defect or condition resulting from in, or, the replacement of the Ancillary Products at Lessor's sole option. Lessee's relocation of the Modular Equipment, utilities connection, Lessor shall have no liability for the repair of any defect or condition alteration of the Modular Equipment, use of the Modular Equipment for a resulting from: Lessee's relocation of the Ancillary Products; utilities purpose for which it was not intended, vandalism, misuse of the Modular connection; alteration of the Ancillary Products; use of the Ancillary Equipment, excessive wear and tear, failure to properly maintain the Products for a purpose for which it was not intended;vandalism;misuse of HVAC system and/or failure to provide timely notice to Lessor.The repair the Ancillary Products; excessive wear and tear, or failure to provide of the Modular Equipment by Lessor due to a defect or condition resulting notice to Lessor of needed repairs or maintenance. The repair of the from any of the preceding causes shall result in additional charges to Ancillary Products by Lessor due to a defect or condition resulting from Lessee. LESSOR SHALL HAVE NO LIABILITY WHATSOEVER any of the preceding causes shall result in additional charges to Lessee. FOR ANY LIQUIDATED, CONSEQUENTIAL, INCIDENTAL OR LESSOR SHALL HAVE NO LIABILITY WHATSOEVER FOR PUNITIVE DAMAGES, COSTS OR EXPENSES ARISING IN ANY LIQUIDATED, CONSEQUENTIAL, INCIDENTAL OR RELATION TO LESSOR'S LIMITED WARRANTY, OR ANY PUNITIVE DAMAGES, COSTS OR EXPENSES ARISING FROM REPAIRS PERFORMED PURSUANT TO THE LIMITED THE POSSESSION, USE, OR OPERATION OF ANCILLARY WARRANTY.EXCEPT AS SPECIFICALLY PROVIDED HEREIN, PRODUCTS. LESSOR DISCLAIMS ANY AND ALL OTHER LESSOR DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE OR IMPLIED,RELATED TO THE MODULAR EQUIPMENT AND ANCILLARY PRODUCTS INCLUDING ANY WARRANTIES OF ANY MAINTENANCE OR REPAIR WORK PERFORMED BY MERCHANTABILITY, SUITABILITY, OR FITNESS FOR A LESSOR INCLUDING ANY WARRANTIES OF PARTICULAR PURPOSE. THE ANCILLARY PRODUCTS ARE MERCHANTABILITY, SUITABILITY, OR FITNESS FOR A PROVIDED "AS IS" AND "WITH ALL FAULTS". LESSOR PARTICULAR PURPOSE. WITHOUT LIMITING THE MAKES NO REPRESENTATIONS WITH REGARD TO THE GENERALITY OF THE FOREGOING, THERE ARE NO USAGE OR CONDITION OF THE ANCILLARY PRODUCTS. CONDITIONS, COVENANTS, AGREEMENTS, WITHOUT LIMITING THE GENERALITY OF THE REPRESENTATIONS, WARRANTIES OR OTHER PROVISIONS, FOREGOING, THERE ARE NO CONDITIONS, COVENANTS, EXPRESS OR IMPLIED, COLLATERAL, STATUTORY OR AGREEMENTS, REPRESENTATIONS, WARRANTIES OR OTHERWISE,RELATING TO THE SUBJECT MATTER HEREOF OTHER PROVISIONS, EXPRESS OR IMPLIED, COLLATERAL, EXCEPT AS PROVIDED HEREIN OR UNLESS EXPRESSLY STATUTORY OR OTHERWISE, RELATING TO THE SUBJECT CONSENTED TO IN WRITING BY BOTH LESSOR AND LESSEE. MATTER HEREOF EXCEPT AS PROVIDED HEREIN OR 17. Assignment. LESSEE SHALL NOT ASSIGN THIS LEASE UNLESS EXPRESSLY CONSENTED TO IN WRITING BY BOTH AGREEMENT OR SUBLET THE EQUIPMENT WITHOUT THE LESSOR AND LESSEE PRIOR WRITTEN CONSENT OF LESSOR. This Lease Agreement (e) Lessee assumes all risk of loss and damage to the Ancillary Products shall be binding upon any permitted assignee or successor of Lessee. from all causes. The insurance value for the Ancillary Products may or Lessor may assign any of its rights, remedies, responsibilities and may not be included in the Equipment Value shown in the Insurance obligations hereunder and/or this Lease Agreement with Lessee to a third Requirements Addendum to the Lease Order Agreement for the Modular party. Such assignment by Lessor shall be with notice to, but without Equipment, or, covered under the Property Damage Waiver Program if requiring the consent of Omnia Partners(OMNIA)and/or Lessee. Lessee is enrolled. In the event of total loss or damage to any or all of the Ancillary Products, Lessee agrees to pay Lessor the replacement value for 18.Ancillary Products.Notwithstanding anything contained in this Lease the Ancillary Products as determined by Lessor as well as any applicable Agreement to the contrary, in the event of any conflict with respect to Taxes and Fees. Ancillary Products the following terms and conditions shall apply: (f) The terms governing the product description and frequency of (a) While some Ancillary Products originate in various instances from maintenance and cleaning services to be performed by Lessor in relation to third-party suppliers, Lessee shall nevertheless lease the Ancillary Ancillary Products shall be exclusively set forth in the Lease Order Products solely from Lessor and shall have no ownership rights or Agreement. interests therein,except as may relate to Lessee's purchase of items which are covered by a separate, executed, sale agreement and/or are recognized 19. Miscellaneous. (a) Time is of the essence with respect to this Lease as clearly for finite consumption (ex. kitchen, restroom, and/or office Agreement. (b) This Lease Agreement, when signed by both parties, constitutes the entire agreement between the parties, (except as may Page 5 of 6 otherwise be noted in Section 18(c) or as later amended as outlined in (e)The obligations of Lessee under Sections 3,4,5,7,8,9, 11, 12, 13, 14, 19(c), superseding and replacing all prior documents and representations, 15, 18, and 19, which accrue upon execution of this Lease Agreement, with respect to the subject matter hereof. It may only be amended by a shall survive the termination of this Lease Agreement.(f)If Lessee fails to document signed by both parties, as outlined in Section 19(c). The terms perform any of its obligations hereunder, Lessor shall have the right to of any documents submitted by Lessee or any third-party supplier of effect such performance; the amount of any out-of-pocket and other Ancillary Products(i)are superseded and replaced in their entirety by the reasonable expenses of Lessor incurred in connection with such terms and conditions of this Lease Agreement and(ii)shall otherwise have performance shall be payable by Lessee upon demand. The failure of no binding effect upon Lessor, its agents, and its employees. Lessor to insist at any time upon the strict performance of any of the Acknowledgement by Lessor of any Lessee-supplied documents shall be terms,covenants,or conditions of this Lease Agreement or to exercise any for Lessee's billing purposes only.Notwithstanding anything contained in right or remedy herein,or the waiver by Lessor of any breach thereof shall such document to the contrary, in the event of any conflict or not be construed as thereafter waiving any such terms, covenants, inconsistency between the provisions of this Lease Agreement and the conditions, rights, or remedies. (g) Lessor shall not be responsible for provisions of any Lessee-supplied documents, the provisions contained in delays beyond its control. (h)The delivery, installation, takedown, return this Lease Agreement shall prevail. (c)Any Equipment, material or labor and/or any work related to the Equipment as agreed to by Lessor and furnished by Lessor which is not described in this Lease Agreement and/or Lessee in the Lease Order Agreement or any amendment thereto will be in the Williams Scotsman Proposal as Lessor's obligation shall be deemed performed by Lessor using its standard workforce and labor rates unless "Extra Work". Lessee, with Lessor's consent, may order changes in the otherwise agreed to in writing by Lessor prior to the placement of the Equipment, material or labor to be furnished by Lessor under the Lease order for the Equipment. Lessee understands and agrees that Lessor may Agreement. Prior to Lessor performing/providing the Extra Work, Lessor use Lessor employees or subcontracted workers for the performance of and Lessee must agree in writing to any modification or addition to the any work related to the Equipment, as determined in Lessor's sole Equipment, material or labor covered by this Lease Agreement as well as discretion. (i) LESSOR SHALL HAVE NO LIABILITY the corresponding changes to the Lease Agreement Total Charges and WHATSOEVER FOR ANY LIQUIDATED, CONSEQUENTIAL, time frame for performance.All Extra Work shall be authorized by written INCIDENTAL OR PUNITIVE DAMAGES, COSTS, OR Amendment or Change Order to the Lease Agreement signed by both EXPENSES. (j) Lessee irrevocably appoints Lessor or its agents or parties. Failure to have written authorization shall not preclude Lessor assigns as Lessee's attorney-in-fact to execute any UCC financing from recovering compensation for Extra Work. Lessee shall promptly pay statements, documents, checks, and drafts related to the payment of any Lessor for any additional Equipment, materials or labor authorized by loss,damage,or defense under policies of insurance required by this Lease Amendment or Change Order. Payment for Extra Work shall be due as Agreement. (k) This Lease Agreement shall be governed by and and when invoiced by Lessor. Costs for Extra Work shall include interpreted under the laws of the State where the Equipment is located.All reasonable overhead and profit as well as other related sums incurred by legal actions arising out of or related to this Lease Agreement shall be Lessor as may be applicable, including but not limited to: administrative filed and conducted exclusively in a state or federal court in the State costs;office expenses;expenses incurred at the Delivery Location;project where the Equipment is located. Mechanic's and materialman's lien manager/site superintendent time and expenses (if such personnel is proceedings, including any action to foreclose on such lien, shall be supplied by Lessor); dumpster fees; temporary facilities for Lessor's use governed by the law of the state where the Equipment is located. Lessor including, but not limited to, sanitary facilities and/or Field Office(s); hereby reserves its common law right of offset. Lessee hereby waives any temporary utilities for Lessor's use (if supplied by Lessor); travel and and all rights to or claims of sovereign immunity. LESSEE HEREBY related expenses; cell phone expenses and other costs for communication; WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY OF Architectural and/or Engineering expenses (if supplied by Lessor); ANY CLAIM ARISING IN CONNECTION WITH THIS LEASE cleanup at the Delivery Location if performed by Lessor; AGREEMENT. (I) Lessee will pay all costs and expenses, including document/drawing reproduction costs; and/or the costs for Mail/Overnight reasonable attorney's fees, incurred by Lessor in enforcing any terms, and other delivery services. (d) If any provision of this Lease Agreement covenants and indemnities provided herein. (m) Each party is hereby is deemed unenforceable for any reason, then such provision shall be authorized to accept and rely upon a facsimile signature or electronic deemed stricken and shall not affect the enforceability of any of its other signature of the other party on this Lease Agreement or any Amendment provisions.Notwithstanding anything contained herein to the contrary,if it hereto. Any such signature shall be treated as an original signature for all should be determined by a court of competent jurisdiction that any purposes. (n) Each party is hereby authorized to accept and rely upon indemnification or other protection afforded to an indemnitee under documents in paper or electronic format. (o) Lessor may amend these Section 11 would be in violation of or otherwise prohibited by any terms and conditions from time-to-time and such amended terms shall be applicable law, then Section 11 shall automatically be deemed to be effective thirty(30)days after notice is provided to Lessee. If Lessee does amended in a manner which provides the maximum indemnification and not object in writing to such amended terms before their effective date, other protections to such indemnitee consistent with such applicable law. such terms shall be deemed to take precedence. Lease Agreement Terms & Conditions, Revision 08/01/2015 OMNIA Member rev 10/17/2019 Page 6 of 6 R 663882 Attachment 1 The following changes apply to this Lease Agreement. 11. Indemnity. - - - _ - - . • . .. -• = ' - - - - . '- • - - , • • - - - • - - • , - • •- - , :• - _ : • ers, empieyees, subcontractors, agents, and thereof; (b)the death of, injury to, illness of, or damage to the property of, any person or party - - . . - - - • , . - • - - ' - ', - -• -, repossession or relocation (by other than Lessor's employees and/or subcontractors) of the Equipment; and/or(c) the failure of Lessee to maintain and/or correctly and lawfully use the Equipment. Lessee shall give Lessor immediate notice of any claim or liability hereby indemnified against. Lessor hereby agrees to indemnify Lessee for claims brought against Lessee only to the extent that the claims are found to result from the sole negligence of Lessor, including its employees. Lessee hereby agrees to indemnify Lessor for claims brought against Lessor only to the extent that the claims are found to result from the solo negligence of Lessee, including its employees. This indemnification, including any other indemnification in this Agreement, shall not be construed as a waiver of Lessee's sovereign immunity. The value of this indemnification is limited to the lesser of the amount payable by Lessee under the substantive provisions of this Agreement,of unless such amount is subject to adjustment due to the limitations of§768.28, Florida Statutes. This provision is not intended to nor shall be interpreted as limiting or in any way affecting any defense Lessee may have under §768.28, Florida Statutes or as consent to be sued by third parties. 12. Loss; Damage. Lessee assumes the risk of all loss and damage to the Equipment but only to • - - -• . . - - . - • -- ••-- • . - •- while the Equipment is in Lessee's possession or control. from all causes. Upon the occurrence of the total loss of any or all of the Equipment,to such an extent as to make the repair thereof uneconomical{in Lessor's solo opinion}, Lessor shall declare the relevant Equipment a "Total Loss". In the event of a Total Loss of the Modular Equipment, Lessee shall pay Lessor on the next date for the payment of rent: the rent then due; plus the value of the Modular Equipment (the "Equipment Value") as stipulated in the Lease Agreement; plus the value of all destroyed Ancillary Products in accordance with Section 18; less all insurance proceeds actually paid and/or assigned to Lessor from insurance maintained by Lessee; plus all applicable Taxes and Fees and/or transfer taxes (together the "Total Loss Amount"). Upon Lessor's receipt of the Total Loss Amount, Lessee's lease obligation will terminate. Lessor will transfer available ownership documents to the Modular Equipment to Lessee, unless Lessor agrees in writing to dispose of the Modular Equipment and any destroyed Ancillary Products at Lessee's sole cost and expense. In the event R 663882 of loss or damage to any or all of the Equipment that does not constitute a Total Loss, Lessee, at its sole cost and expense, shall pay or reimburse Lessor, to the extent Lessor has not been paid or reimbursed from insurance maintained by Lessee, for the repair of such damage as directed by Lessor to the condition required by this Lease Agreement. Any loss or damage to any or all of the Equipment shall not reduce or otherwise abate Lessee's obligation to pay all rental payments when due. Lessee's obligation to pay Lessor amounts pursuant to this Section 12 shall be binding upon Lessee in accordance with the terms thereof. 13. Insurance. Lessee's responsibility for the Equipment begins immediately upon delivery. Lessee shall obtain and keep in force during the entire Term and Extension Period liability and property insurance as follows: (A) General Liability Insurance: A policy of combined bodily injury and property damage insurance insuring Lessee and Lessor against any liability arising out of the use, maintenance, or possession of the Equipment. Such insurance shall be in an amount not less than $1,000,000 per occurrence. (B) Property Insurance: A policy of insurance covering all loss or damage to the Equipment, including flood and earthquake, for not less than 100%of the Equipment Value and the Ancillary Products value as established by Lessor for the full term of the Lease Agreement. (C) General. (1) Lessee's insurance for the Equipment shall be issued by insurance companies satisfactory to Lessor. Such insurance shall be primary, and any other coverage carried by the Lessor shall be excess and non-contributory. Within ten (10) days after the delivery of the Modular Equipment, Lessee shall provide Lessor with evidence of the required insurance and naming Lessor as Additional Insured and Loss Payee. The evidence of insurance must provide Lessor with thirty (30) days prior written notice of any cancellation or termination. Any proceeds of such insurance shall be paid to Lessor and shall be applied to the replacement of the Equipment, or payment of monies due under this Lease Agreement, at the option of Lessor. Lessee shall comply with all requirements of the insurance underwriters or any governmental authority. (2) Lessee shall pay a Missing or Expired Evidence fee for each month that Lessee fails to timely provide the required evidence of insurance for property coverage or for liability coverage. Such fees shall be calculated by Lessor at its then- prevailing rate(s). Payment of Missing or Expired Evidence fees shall not provide Lessee with any insurance coverage, nor excuse Lessee from performing its obligations under Sections 11 & 12. Lessor shall obtain and keep in force during the entire Term and Extension Period the same insurance policies and coverages as required by Lessee in this Section 13. Lessor shall provide Lessee with evidence of the required insurance and naming Lessee as Additional Insured and met. evidence of insurance in accordance with the Williams Scotsman, Inc. Sample Insurance certificate. 19. Miscellaneous. ***** ii R 663882 (j) Lessee irrevocably appoints Lessor or its agents or assigns as Lessee's attorney in fact to of any loss, damage, or defense under policies of insurance required by this Lease Agreement. (k)This Lease Agreement shall be governed by and interpreted under the laws of the State where the Equipment is located. All legal actions arising out of or related to this Lease Agreement shall be filed and conducted exclusively in a state or federal court in the State where the Equipment is located. Mechanic's and materialman's lien proceedings, including any action to foreclose on such lien, shall be governed by the law of the state where the Equipment is located. Lessor and Lessee hereby reserves its common law right of offset. Lessee hereby • • _ _ .••• _ _ - _• -- • . LESSEE HEREBY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY OF ANY CLAIM ARISING IN CONNECTION WITH THIS LEASE AGREEMENT.{I) Lessee will pay all costs and expenses, including reasonable attorney's fees, incurred by Lessor in enforcing any terms, covenants and indemnities provided herein. {o) Lessor may amend these terms and conditions from timeto time and such amended terms £hall be effective thirty(30) days after notice is provided to Lessee. If Lessee docs not object in writing to such amended terms before their effective date, such terms shall be deemed to take precedence. l