LEASE AGREEMENT

1.  This transaction is a lease and not a sale. The parties understand and agree that Lessee does not acquire hereunder or by payment of said rental, any right, title, or interest in or to said equipment so long, and only so long, as Lessee shall not be in default in performance hereunder.

2. In addition to payment of rental as provided on the quote or rental order, Lessee agrees that

a. Lessee will pay Lessor for any and all sales and use taxes imposed by U.S. Government, any state government, or any county, city, or other taxing authority including Department of Housing for property, excise and gross receipts, license and registration fees assessed or assessable by taxing authority and allocated by the lessor on either an individual or prorated basis for any unit(s) of equipment based on purchase price, value, possession, use situs, rentals, delivery or operation thereof and exclude any Federal or state taxes relating to income.

b. Lessee will pay all costs and expenses (including attorney fees where recovery of same is not prohibited by law) incurred by Lessor in enforcing any of the terms, provisions, covenants, and indemnities provided herein.

3. Lessee agrees, at Lessee’s sole cost and expense, to keep said equipment at all times during the life of this Agreement in good repair and operating condition and free of any and all liens and encumbrances and to replace with new parts any and all badly worn or broken parts, and Lessee agrees that upon termination of this Agreement by expiration, or otherwise Lessee will return said equipment to Lessor at Lessor’s address hereinabove stated, at Lessee’s cost and expense, in the same condition and state or repair as delivered to Lessee hereunder, ordinary wear and tear excepted.

Not withstanding the receipt of the equipment at the Lessor’s location as indicated under “Date In” on the rental order, equipment returned with accessories, attachments, or other missing items, equipment requiring repairs of any kind, or requiring restoration to original specifications and equipment condition due to alterations/modifications performed by Lessee shall remain leased hereunder until said replacements, repairs or restorations have been made by Lessee in a manner acceptable to Lessor, in the event Lessee chooses not to make the required replacements, repairs or restorations requiring that the Lessor undertake the Lessee’s obligations then the Lessor shall determine the amount due for replacements, repairs, or restoration to be made and the equipment will remain leased hereunder without abatement or rental until the date that the amount(s) due is invoiced. Lessee upon receipt of invoices(s) agrees to promptly pay Lessor, Lessee agrees that here is no representation by the Lessor with regard to this Condition of Lease other than that set forth in this paragraph and the classification(s) on the invoice shall be based on the Lessor’s policy.

a. Lessee has inspected the leased equipment and the equipment is satisfactory and acceptable to Lessee. Lessor has not made, and shall not be bound by any statements, agreements, or representations not specifically set out herein, unless the same be reduced to writing and signed by Lessor.

b. Notwithstanding 3a. if the lease is for custom equipment, which has been ordered in accordance with Lessee’s specifications and is not from Lessor’s current inventory, the commencement date shall be that date on which the building is installed and ready for occupancy by the Lessee. If installation is delayed by act or omission of Lessee, lease payments shall commence five (5) days after Lessee is notified of the completion of the building.

c. Lessor’s delivery of the equipment is subject to delays in manufacturing, delivery, or installation due to fire, flood, windstorm, riot, civil disobedience, strike, failure to secure materials from the usual source of supply, acts of God, or any circumstance beyond Lessor’s control which shall prevent the manufacture of products or the making of deliveries in the normal course of business. It is further understood and agreed that Lessee will have no claim against Lessor for liquidated damages or any other money damages, which may be Lessee’s responsibility pursuant to any contract which Lessee may have entered into and the equipment to be provided under this lease agreement is or may be related thereto.

d. Lessee shall provide free and clear access for delivery and return of the lease equipment by standard mobile transport vehicles. Lessee shall provide firm and level ground or no more than a six-inch slope from one end to the other for safe installation of the leased equipment. Site selection is the sole responsibility of Lessee and Lessor shall have no responsibility for nor liability for determining the adequacy of any site or the set-up of the leased equipment where the site or environment impose abnormal conditions.

4. Lessor at any time following the expiration date of this agreement, without prior notice to the Lessee, may request the Lessee to return the equipment to the location designated by the Lessor or change any of the rates for the equipment leased hereunder.

a. If the Lessee, without any further written agreement, shall continue to possess or occupy the equipment leased hereunder after the expiration of this lease or any extension thereof, with or without the consent of Lessor, the Lessee shall then be considered to have renewed the lease on a month to month basis subject to the current monthly published lease rate then in effect.

b. If lessor terminated the lease it shall become effective only when the Lessee has returned all such equipment to the location designated herein and has paid Lessor all unpaid rents and charges allocable to the returned equipment which have accrued as of the time of return of equipment.

c. NO WARRANTY FOR MECHANTABILITY AND FITTNESS: Lessee agrees that there are no warranties, express or implied, and all warranties of any kind, including specifically any express or implied warranty of merchantability or fitness for purpose, are hereby excluded both as to leased equipment and as to any maintenance or repair work performed by Lessor on the equipment leased hereunder.

5. Lessee, hereby specifically indemnities Lessor, and agrees to hold Lessor harmless, against all damages Lessor may sustain or suffer because of

a. The loss of or damage to said equipment, or any thereof because of corrosion, and

b. The loss of or damage to said equipment or any thereof because of fire, lightning, or theft, and

c. The loss of or damage to said equipment because of flood, windstorm, explosion, and

d. The death of, injury to, or damage to the property of said third person as a result of, in whole or in part, the use or condition of said equipment or any thereof while in the custody, possession, or control of Lessee, and

e. The failure of Lessee to maintain said equipment as agreed and provided herein. Lessee further agrees, at Lessee’s cost and expense to procure and keep in full force and effect during the entire term of this Agreement, a policy on policies of insurance satisfactory to Lessor as to the insurer and as to the form and amount of coverage, with premiums prepaid thereon for the term of this Agreement, protecting Lessor against all loss and damages it may sustain or suffer because of (1) the loss of or damage to said equipment or any thereof, because of fire, theft, lightning, flood, windstorm, explosion, or other casualty, for full replacement value of the equipment and (2) the loss of or damage to said equipment, or any thereof because of collision, and (3) the death of, injury to, or damage to the property of any third person as a result of in whole or in part, the use or condition of said equipment or any thereof, while in the custody, possession, or control of Lessee. It is understood that procurement of insurance by Lessee as herein provided shall not and does not, affect Lessee’s covenants, obligations and indemnities under this Lease, and the loss, damage to, or destruction of any of the equipment leased hereunder shall not terminate this Lease, nor, except to the extent, and only to the extent, that Lessor is actually compensated by insurance paid for by Lessee, relieve Lessee of any of Lessee’s liability hereunder. Lessee is, and shall be and remains a full insurer of the equipment, and Lessee hereby releases and waives any and all defenses available to a bailee by law. A certificate of such insurance, naming Lessor as Additional Insured and Loss Payee, shall be delivered to Lessor prior to delivery to Lessee of equipment to be leased hereunder.

f. If Lessee fails to furnish their own insurance certificate they will elect to the “Comprehensive Waiver” and agrees to pay an additional amount from the date out and until the date in. The Lessor then agrees to relieve Lessee of all liability exceeding $1,000.00 per unit of equipment for loss or damage under Condition 5b and 5c. No coverage provided for collision damage.

g. The coverage provided under the waiver will not extend to transportation of the leased equipment, nor contents and will only extend to equipment installed on ground level. The waiver contained herein may be cancelled by either party upon 10 days prior written notice. In the even that either or both waivers are cancelled as set forth above the Lessee will provide to the Lessor a policy or policies of insurance as set forth in paragraph 5 within ten (10) days of written notice.

h. The Waiver set forth in 5f herein shall in no event be binding upon Lessor unless any loss, damage, injury or claim is reported to Lessor in writing within 72 hours or the occurrence of any such event. Lessee also shall provide to Lessor any information in regard to such event and Lessee shall cooperate fully with Lessor in regard hereto.

i. Lessor shall not be liable for any loss or damage to any property left, stored or transported in or upon any equipment lease hereunder, and Lessee does hereby expressly waive any and all claims and demands for this loss and damage, including but not limited to loss of profits or other alleged consequential damages against the Lessor, and Lessee does further agree to save and hold harmless Lessor against any and all such claims and demands.

j. Lessee agrees to use any equipment designated for “storage only” solely for storage of product.

6. All rentals and other charges hereunder shall be billed to Lessee every four (4) weeks. A Rental Month, and in advance, beginning with the commencement date of each unit.

a. Rentals and charges not paid within thirty (30) days of the due date shall bear an interest charge of the maximum legal amount allowed for all amounts unpaid.

b. As used in this Lease the term “Rental Day” is a calendar day or any portion thereof.

c. As used in the Lease, the term “Rental Month” is a four (4) week period of twenty-eight (28) rental days.

7. The Lessee may terminate this Lease prior to the minimum period of Lease specified, subject to all conditions of this Lease Agreement, with the following termination charges:

a. If the equipment provided under this lease agreement was purchased new and the Lessee is the first user, the Lessee may terminate this lease before the expiration of the minimum lease period but the remaining unpaid rental charges for the minimum lease period are due and payable, for other than new, then:

b. Additional termination charges: Minimum Lease Period (MLP) less than three months 4 times the Weekly Lease Charge (WLC); MPL over three months to six months 8 times the WLC, MLP over 6 months to one year 12 times the WLC; MLP over one year 14 times the WLC for each year, or portion thereof, for the remaining minimum term cancelled in no case will these termination charges be in excess of the Lease charge for the remainder of the contract period.

8. Lessee has all responsibility to secure and pay for Lessee’s account any and all licenses, titles, permits and other certificates as may be required by law or otherwise for Lessee’s lawful operation, possession or occupancy of said equipment lease hereunder. Lessee agrees that all certificates of title of registration applicable to the equipment leased hereunder shall reflect Lessor’s ownership thereof.

9. Lessor reserves to itself the right to place upon each piece of equipment lease hereunder the name of the Lessor and Lessee agrees not to remove said words or permits or suffer any other person to do so.

10. Lessee shall not remove the equipment from the location specified herein without prior written approval from the Lessor, and shall notify Lessor immediately of any levy or seizure thereof and shall indemnify Lessor against loss or damage resulting therefrom. Lessor shall have the right to inspect said equipment from time to time during the term of this agreement and if Lessor believes the same to be overloaded beyond normal capacity, or misused or abused or neglected. Lessor may summarily remove and repossess said equipment, giving five days notice to Lessee in writing.

11. In the event any act or obligation required of Lessee hereunder shall not be performed in the manner and at the time or times required by this Agreement, Lessee shall thereby be and become in default under this Agreement, thereby vesting in Lessor, the right, without any notice or demand to declare all unpaid lease rentals to be due and payable forthwith and to retake and retain said equipment free of all rights of Lessee without any further liability or obligation to redeliver the same or any thereof to Lessee and without to any extent releasing Lessee from Lessee’s covenants, obligations and indemnities provided hereunder, including but not limited to Lessee’s obligation for the payment of the rental provided herein.

In the event Lessor shall retake possession of the leased equipment of any part thereof and there shall, at the time of such retaking, be in, upon or attached to such retaken equipment any other property, goods or things of value belonging to Lessee or in the custody or control of Lessee. Lessor is hereby authorized to take possession of such other property, goods or things of value and hold the same for Lessee either in Lessor’s possession or, in the exercise of Lessor’s sole discretion, in public storage for the account of, and at the expense of, Lessee.

In addition, Lessee will indemnify and save harmless Lessor for any damage to Lessee’s property or the property of any third parties incurred during repossession of the equipment by the Lessor.

12. Lessee shall not make, suffer, or permit any unlawful use or handling of said leased equipment. Lessee shall not, without Lessor’s prior written consent thereto make or suffer any changes, alterations, or improvements in or to said leased equipment or remove therefrom any parts, accessories, attachments, or other equipment.

13. Lessee agrees to comply with perform and execute all laws, rules, regulations or orders of all state federal or local government to agencies which in any way affect or relate to, or are applicable to any of the equipment or to the use, operation, maintenance or storage thereof, and to indemnify and hold harmless Lessor or Lessor’s Assignee from any and all fines, forfeitures, seizures, penalties and liability that may arise from any infringement or violation of any such law, rule, regulation or order by Lessee or his employees or by any other person or that may result from the use, possession, operation or condition of any of the equipment. Lessee further agreed to

indemnify and save harmless Lessor and Lessor’s assignee whatsoever arising from any work done on or any materials supplied to or in connection with the operation, maintenance, possession or storage of any of the equipment and from all loss of or damage thereto and from and against all loss, damage, claims, penalties, liability and expenses, including attorneys fees howsoever arising or incurred because of the storage, maintenance, use, handling, repair, loading, unloading or operation, or alleged use or operation, of any of the equipment therein or thereon.

14. Lessee will indemnify and save Lessor harmless from any loss, cost or expense of any sort of nature and from and liability to any person on account of any damage to person or property arising out of any failure or Lessee to comply in any respect with and perform any of the requirements and provisions of the Lease.

15. Lessee shall not have the right to assign this Lease or to sublet, rent or otherwise hire out, or part with possession of, any of said equipment to any person, firm, partnership, association, or corporation other than Lessor, without the prior written consent of the Lessor thereto.

Lessor shall have the right to assign this Lease and/or the rentals reserved hereunder. In the event of an assignment of this Lease by Lessor, the assignee shall thereby acquire all rights and remedies possessed by or available to Lessor.

Lessor agrees that the equipment leased hereunder will not be occupied by any person other than the Lessee or agents, employees, or invitees of Lessee.

16. This instrument contains the entire agreement between the parties pertaining to the subject matter hereof. No agreements, representations, or understandings not specifically contained herein shall be binding upon any of the parties hereto unless reduced to writing and signed by the parties to be bound thereby. The terms, covenants, and conditions, and other provisions of this Agreement may hereafter be changed, amended or modified only by an instrument in writing specifically purporting to do so and signed by the parties to be bound thereby. Any amendment, modification or addendum to the Lease Agreement to be binding on Lessor must be signed by a Vice-President of Lessor. If this lease agreement or addendum thereto is not acceptable to Lessor, the Lessee will be notified within 21 days of the date of the Agreement. This lease and the terms and conditions as set forth herein are subject to the approval of the Chief Financial Office of the Lessor.

17. IN THE EVENT OF REPOSSESION under provision of paragraph 11, Lessee hereby grants a SECURITY INTEREST in any of Lessee’s goods found in or upon the equipment retaken for unpaid charges hereunder.



18. NOTICE TO USERS OF OFFICE TRAILERS: Some of the material used in construction may contain the chemical urea-formaldehyde and for some people formaldehyde may cause health problems such as irritation of the eyes, nose, and throat, sneezing, coughing, headaches, shortness of breath or chest and stomach pains. People with breathing problems or people with allergies may have more serious difficulties. If you have any questions about problems you may have with formaldehyde, consult a doctor.