The URL can be used to link to this page

AG 22-062 - WILLSCOTRETURN TO: Mary Jaenicke EXT: 6901 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: Parks 2. ORIGINATING STAFF PERSON: Derreck Presnell EXT:. 6961 3. DATE REQ. BY; 5/13/2022 TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GGODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (6G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL Q OTHER Rental/Lease Agreement for Mobile Offices 5. PROJECT NAME: Parks Maintenance Offices / Parks Staff Housing 6. NAME OF CONTRACTOR: Willscot ADDR SS: 26719 Hwy 410, Buckley Washington.98321 TELEPHONE 360-651-1800 E_ \: ;'_[I : S6ip.Loc�a@.,Jllscci corn FAX:360-651-8849 SIGN T-A I'URE NAME: Skip Locke TITLE Territory sales Manager 7. EXHIB ITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTI?rP. REFERENCED E:tHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS St� 8. TERI`i: i-.:\iENCEiVIE1vT>ATE: Upon_+!;;Y') contract COMPLETION DATE:2024 9. TOTAL CC IPENS ATION S 77.518.63 (INCLUDE EXPENSES AND SALES TAX, IFANY) (IF C_L .C'_1 LATED ON HOU RLYLABORCHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RAZES) REIMB � : _31LIE E`,_'PEX YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES '!'%.,'OWED O--' YES ®NO IF YES, $ PAID BY: ❑ CONTRACTOR CITY RETr_.I\ '.: .: ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED ❑ PLEASE CHARGE TO: 001-1800-990-518-490 10. REVIEW ❑ PRGJ ivl ANAGER ❑ D1REL .; ❑ RISK wi_-',N"AGEMEENT (IF APPLICABLE) ❑ L fi.',, 1 11. COi> -i :_.•.(iFAPPLICABLE) INITIAL / DATE REVIEWED INITIAL / DATE APPROVED COMMITTEE APP !zo VAL DATE: COUNCIL APPROVAL DATE: 12. COiNT S1GNA_TU!".L' ::OUTING ❑ SEA T i':. DATE SENT: DATE REC'D: ❑ ATT2 -_: SIGNATURE f.UTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ CRE_`.' 7.T E`TI'ONIC i' MINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE :- dcpt. SLIP porl staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL / DATE SIGNED JE 5/12/22 0i' DIiJFCTOR) �IT tK J� ASSl C'i .ED AG# COMMIE- 6��-� 17�� n"DID nl►'�TC�E7nQtf:�NR�. SIC�3Uf4'�LO2F5, 5r° 2n_017 DocuSign Envelope ID: 2261 ECD2-7238-4F5A-8DF8-36011 D1A3329 Williams liScot ive Marysville WA 9 271 7864 Phone: ( 60)651-1 OS 0 Ext 't49120 Contract 8 Number: 1528042 WILL September 02, 2021 14407 Smokey Point Blvd Skip Locke, Territory Sales Manager Revision: 6 Marys Email: skip.locke@willscot.com Toll Free: 800-782-1500 Lease Agreement Las-,ee: 0010444356 Contact: Ship To Address: City of Federal Way George Richen 2410 S 312th Street Steel Lake Parts 33325 8TH AVE SOUTH 33325 8th Ave. South FEDERAL WAY, WA 98003 US FEDERAL WAY, Washington 98003 Federal way, WA 98003 Delivery Date (on or about): 0311312022 Phone: (253) 261-3651 Email: george.richen@cityoffederalway.com h�€,3ai Pricing;:Or Billing Cycle Quantity Price Extended aux'.2 Mobile Oir"ice (56x12 Box) 1 $807.00 Prc7erty Damage Waiver (11/12) 1 $89.00 $89.00 '✓\ incowlDoor Security Bundle - 40+ 1 $69.00 $69.00 General Liability - Allen Insurance 1 $22.00 $22.00 .;Min"r,num Lease Billing Period: 18 Total Recurring Building Charges: $807.00 Cycle: 2E Days Subtotal of Other Recurring Charges: 9180.00 Total Recurring Charges Per Billing Cycle: $967.00 Installation Fuel Surcharge Delivery 1 $133.87 $133.87 ::y Freight 1 $1,003.98 $1,003.98 - ..,.': cnd Level 1 $265.71 5265.71 7downs into dirt 12 $102.86 $1,234.32 Vinyi skirting 136 $15.71 $2,135.56 Total Delivery & Installation Charges: $4,774.44 - _:.return Charges' -..,. S-:rcharge Return 1 $133.87 5133.87 i�Cci,m-Dirt Removal 12 $190.32 $2,283.84 S :�q Removal -Vinyl LF 136 $4.29 $583 -1 71�_,u,an $215.71 $21c.71 ,,.._L,.iFreighi 1 $1,003.98 $1,003.98 Due On Final Invoice': $4,220•84 Total Including Recurring Billing Charges, Delivery, Installation & Return". $26,76'.28 sry o, Charges T MrCE012 Quantity: 2 Total Charges for(2) Building(s): $53,522.56 Page 1 of 4 DocuSign Envelope ID: 2261ECD2-7238-4F5A-8DF8-36011D1A3329 WILLS Williams Scotsman, Inc. Your WillScot Representative Contract Number: 1528042 ■■ 14407 Smokey Point Blvd Skip Locke, Terrltory Sales Manager Revision: 6 Marysville WA 98271-7864 Phone: (360)651-1800 Ed. 49120 Date: Septembe- 02, 2021 *U Email: skip.locke®willscot.com Toll Free: 800-782-1500 Lease Agreement _ Lessee: 0010444356 Contact: Ship To Address: City of Federal Way George Richen 2410 S 312th Street Steel Lake Park 33325 8TH AVE SOUTH 33325 Bth Ave. South FEDERAL WAY, WA 98003 US FEDERAL WAY, Washington 98003 Federal way, WA 98003 Delivery Date (on or about): 03/1312022 Phone: (253) 261-3651 Email: george.richen@cltyoffederalway.com Rental Pricing Per Billing Cycle Quantity Price Extended 46x12 Mobile Office (42x12 Box) 1 $720.00 Minimum Lease Billing Period: 18 Total Recurring Building Charges: $720.00 Billing Cycle: 28 Days Subtotal of Other Recurring Charges: $180.00 Total Recurring Charges Per Billing Cycle: $900.00 Delivery 8, Installation Block and Level 1 $241 A3 $241.43 Total Delivery & Installation Charges: $4,104.56 Final Return Charges" Teardown 1 $187.14 $187.14 Due On Final invoice": $3,691.51 Total Including Recurring Billing Charges, Delivery, Installation B Return": $23,996.07 Summary of Charges Model: MO4612 Quantity: 1 Total Charges for(1) Bullding(s): $23,996.07 Page 2 of 4 DocuSign Envelope ID: 2261ECD2-7238-4F5A-8DF8-36011D1A3329 Williams Scotsman, Inc. Your Wlllscot Representative Contract Number: 152BO42 W LLSCOT 14407 Smokey Point Blvd Skip Locke, Territory Sales Manager Revision: 6 Marysville WA 98271-7884 Phone: (360)651-1800 Ext. 49120 Date: September 02, 2021 TM Email: skip.locke@wlllscot.com Toll Free: 800-782-1500 Insurance Requirements Addendum ZTY PRODUCT EQUIPMENT VALUEIBUILDING DEDUCTIBLE PER UNIT 2 M06012 $38143.00 $3000.00 1 M04612 $27796:00 $3000.00 Lessee: CITY OF FEDERAL WAY Pursuant to the Williams Scotsman Lease Agreement and its Terms and Conditions ("Agreement'), a Lessee is obligated to provide insurance tD Vl illiams Scotsman, Inc. ("Lessor) with the following insuranca cove; age: 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 $1,000,030 per occurrence, naming the Leescr 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 Additionai Insured and Loss Payee. 13y s'^ping below, the Lessee agrees to the terms and conditions stated herein. All other general Terms and Conditions of the Agreement shall remair the same and in full force and effect. Each party is hereby authorized to accept and rely upon a facsimile or electronic signature of the other party on this Addendum. Any such signature shall be treated as an original signature for all purposes. Commercial General Liability Insurance Lessee elects to parlizipa!:: In the Commercial Ga ieral Liablllty lrsurancee Program, whereby Lessee vAli recei,-e lnsurarsce coverage through American Sw tiam Ensue nca Company ('Insured and adrrttinistered by Allen Ins"Ce Group CAgenr), The Lessee actnuwledpa and 7r. 1,haI the ?ollcy iEsl! ed by the Insurer is a third party dabiI ty pofiey that covam those amounts that Lessee is IegaiN obllgated to pay due --- Iry Irtr:rrarn and property damage nrisinr from the proper uge and occupancy of Equipment teased fror^ V1,1131ams Scotsman up to the _y limits. Coverage is s=rt]eM to undenmitlntr anti spec?he terms 7rr1 cnndldons setforth in the policy. An cull ine of cover is available upon r"uesL By signing below. Lessee understands and agn3es that the Lessor Is not providing the InsuMnoe aovera4e and serves onty as a bIli Ing ;re�e. trthe trturw nriclp- v'•~erd, rdin91y, it assumes no iiabIt4 therefore. 5;i�r,ai irc 0i Lesser: IL L Prim oya,i;a: Fk? z d Litt uaw., •� � ?� assae e!ecis to partici?sie in ine Lessor's Damage Waiver Program. Lessee understands and agrees that under this program, the Lessor waives, fcr a fee: Lessee's obiigation to carry Commercial Property insurance and Lessee's liability to Lessor for repair or replacement of the moonier units leased from tnniliams Scotsman resulting from loss or damage as specified in the Lease Agreement, Lessee remains liable to vwl!iams Scotsman for `.ie amount of the damage deductible per unit of equipment noted above. Please refer to the Agreement for specific con covEmge, e;:_..iur ons and restrictions on coverage. The Prcparty Dsmase Waiver €s uol and shall not constitute a contract for � .7aia. :.,. ..._ ;•ai;.;r, r: s: _,. .j.,umant with tha signed lease a�rao;ucilt. Page 3 of 4 DocuSign Envelope ID: 2261ECD2-7238-4F5A-8DF8-36011D1A3329 Vvi.•.amc ece-tsman, Inc. Ynur"VillSco. Re-res-ntattve Cont-..ct �i:,mh i528042 i�; Ir 1 LLSCOT Q .,-7 SmcicEy Point Eivd Slip Loc!,,e, Teri_;-sy Sales Managsr _ .sion: 6 .,vide i'•,1A 98271-78u�' Tiara: (360)``51-13 0 Ext. 4912E at : 32rcember 02, 2021 IN email: s'cip.lc_ ;e`.=aillscot.com 9oi' Free: 800-73?-1500 cl ifi ;a ions *Final Return Charges are zstiMa2ad and will W charged, at Lessor's pmvailing rate at time of return_ excit!de appiic taxes. Fait i_essees and LFases are subject to credK.. review. In addition to the stated prices, customer shall pay any local, state or provincial, federal and/or ,oem—an^i property tar, or fees related to the equipment identified above ("Equipment'), itF value or its use. Lessen - acknowledges that upon deliverr y of dre Equipment, this Agreement may be updated with the acivaj serial number(s), delivery date(s), lock; serial number(s), etc, if necessary and Lessee will be supplied a copy oi-the updated information. Prices exclude taxes, licenses, permit fec-3, utillt l 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 co4e 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 it additional charges, as applicable. Physical Damaoe & 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. Ple2se note the following impertant billing terms: ° In addition to the first billing period rental and initial charges, last billing period rent for building and other recurring rentalsiservices (excluding 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. ° Invoices are due on receipt. with a twenty (20) day grace period. Interest will be applied to all past due amounts. Invoices are due on receipt, with a twenty (20) day grace period. Late feeF will be applied to all past due amounts. * Williams Scotsman preferred method of payment is ACH. Payments made by check are subject to a Paper Check Fee, charged on the next invoice following payment by check. ^ Williams Scotsman preferred method of invoicing is via electronic transmission. Customers are encouraged to provide an email address or. use MMConnect. Invoices sent standard mail are subject to a paper invoice fee, charged on the following invoice Lessor hereby agrees to lease to Lessee and Lessee hereby agrees to lease from Lessor Modular Equipment and Value Added Products (as such items are defined in Lessor's General Terms & Conditions) selected by Lessee as set forth In this Agreement. A It such Items leased by the Lessee for purposes of this Lease shall be referred to collectively as the "Equipment". By its signature below, Lessee hereby acknowledges that it has read and agrees to be bound by the Lessor's General Terms & Conditions (5-4-21) located on Lessors internet site (httis:lhvww.willacot comlAboutf orms•condHfons) In their entirety, which are incorporated herein by reference and agrees to lease the Equipment from Lessor subject to the terms therein. Although Lessor will provide Lessee with 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. [ ]Paperless Invoicing Option Williams Scotsman prefers electronic invoicing, an efficient, convenient and environmentally friendly process. To avoid fees, provide us with the proper email address for your invoices Corrected Email Address: Signatures > X ]Standard Mail Option Customer prefers to receive paper invoice via mail. Fees may apply. Invoices will be mailed to: 33325 8TH AVE S FEDERAL WAY WA 98003 Enter a new billing address: Lessee: City of Federal Way Lessor: Williams Scotsman, Inc. Signature: • Signature: DocuSlgned by: Print Name: rely+ Ij,' Print Na Title: iMAW1JvVMtW Title: Customer—Surcess manager Date: Date: POO: PLEASE RETURN SIGNED AGREEMENT T0: SEALeases@willscotcom Page 4 of 4 LEASE TERMS & CONDITIONS (Rev. 6/3/2022) 1. All capitalized terms used and not otherwise defined herein, will have the meanings set forth in the Lease Agreement or other Addenda or Amendments thereto. As used in these terms and conditions, the following definitions shall apply: "Ancillary Products" shall mean any and all other products or services which are selected by Lessee and provided by Lessor which are offered for rental with, included in, attached to, or appurtenant to the Modular Equipment, and set forth in this Lease Agreement. "Blast Resistant Products"- shall mean the medium blast resistant modules supplied by Lessor. "Equipment" shall collectively mean the Modular Equipment, the Ancillary Products and/or Blast Resistant Products provided to Lessee by Lessor under this Lease Agreement. "Lease Agreement" The "Lease Agreement" and these "Lease Agreement Terms and Conditions" along with any "Addenda" or "Amendments" thereto together comprise the "Lease Agreement" between the parties. "Lessor" shall mean Williams Scotsman, Inc. ("WilIScot") or any affiliate as may be designated. "Modular Equipment" shall mean the trailer(s) and/or relocatable, modular, and/or other prefabricated structure(s) supplied by Lessor. 2. True Lease/Master Lease. The Lease Agreement is a true lease and not an agreement for sale; and the Equipment is movable, personal property of Lessor and not a fixture. Lessee shall not obtain any ownership interest in the Equipment. The Lease Agreement is a master lease and will govern all future rentals of Equipment procured by Lessee from Lessor unless otherwise agreed in writing and signed by both parties. By placing an order, taking delivery, using, or paying for the Units or any other value-added products or services, or equipment identified on the Rental Agreement or Quotation, Lessee agrees to be bound to the terms herein. 3. Commitment of Resources. Lessee authorizes Lessor to proceed with the order for the Equipment and agrees that Lessor may immediately begin incurring costs in preparing the Equipment for Lessee's use. In the event Lessee terminates this Lease Agreement or wrongfully rejects Equipment prior to the commencement of the Minimum Lease Term, Lessee shall be responsible for the payment to Lessor of. a) the costs incurred by Lessor for labor, materials and work executed up to Lessor's receipt of written notice of termination; b) storage related charges attributable to failed delivery; and c) rent for the Minimum Lease Term. 4. Delivery, Acceptance; Delay. Within 48 hours of delivery, Lessee shall inspect the Equipment and notify Lessor in writing of any defects. Unless Lessor receives timely written notice from Lessee, Lessee is deemed to have accepted the Equipment. If delivery of the Equipment is delayed through no fault of Lessor for a period of more than thirty (30) days from the delivery date set forth in the Lease Agreement, Lessee shall pay Lessor a storage fee equal to 50% of the Total Rental Charges for each thirty (30) day period of delay, or portion thereof, until the Equipment is delivered, in addition to any other rent, charges and fees due. Any such storage fees shall not affect commencement of the Minimum Lease Term. 5. Term of Lease; Extension. The term of this Lease Agreement begins on the date of delivery of the Equipment and ends on the last day of the Minimum Lease Term or the Extension Period ("Term"). Lessee has no right to cancel or terminate this Lease prior to the Expiration of the Minimum Lease Term. Acceptance of Equipment returned to Lessor prior to expiration of the Minimum Lease Term, or any Extension Period does not constitute a release of Lessee's rental obligations. If Lessee nonetheless prematurely terminates this Lease, Lessee unconditionally agrees to pay a termination/cancellation fee equal to the remaining payments for the unfulfilled Minimum Lease Term, any applicable charges for services or modifications performed by Lessor to make the Equipment ready for Lessee's use, and any applicable charges related to Ancillary Products, plus the Final Return Charges. Lessor reserves the right to charge fuel surcharges at its discretion. At the time of return of the Equipment, Lessee shall be responsible for any Final Return Charges including, but not limited to, dismantle, return freight charges, knockdown, or fuel surcharges, charged at Lessor's then prevailing rate at the time of surrender; provided however, that Lessee acknowledges that Lessor has the right to require Lessee to prepay the rental for the last month and return freight and knockdown charges. Lessee acknowledges and agrees that any Final Return Charges quoted to Lessee for dismantle, return freight, knockdown, or fuel charges are estimates only and such Final Return Charges shall be charged at Lessor's prevailing market rates at the time of return. At the end of the Minimum Lease Term, this Lease Agreement is automatically extended on a month -to -month basis on the same terms and conditions until the Equipment is returned to Lessor (the "Extension Period"); except that Lessee's rental rate shall be automatically adjusted to Lessor's then prevailing renewal rental rate and Lessor can change or increase any other fee due under the Lease Agreement. After the end of the Minimum Term, either party can terminate this Lease Agreement on thirty (30) days written notice. 6. Site Suitability; Inspection. Lessee shall bear the sole responsibility for and bear any costs necessary to prepare or remediate Lessee's site to ensure its suitability and stability for placement of the Equipment. Please visit the Site Suitability Addendum to these Terms and Conditions at www.willscot.com for specific site suitability requirements. LESSEE SHALL NOT STACK THE MODULAR EQUIPMENT UNLESS LESSOR HAS PROVIDED CONSENT TO SUCH STACKING IN WRITING. FOR BLAST RESISTANT PRODUCTS, LESSEE UNDERSTANDS THAT SUCH PRODUCTS HAVE A BLAST REISTANT RATING OF MEDIUM AND ARE BLAST RESISTANT NOT BLAST PROOF. LESSEE AGREES THAT IT IS SOLELY RESPONSIBLE AND LIABLE FOR CHOOSING THE PLACEMENT OF THE EQUIPMENT ON ITS SITE AND LESSEE AGREES THAT IT HAS PERFORMED WHATEVER INSPECTIONS AND OR ANALYSIS IT DEEMS NECESSARY TO DETERMINE WHETHER LESSOR'S BLAST RESISTANT PRODUCTS ARE SUFFICIENT FOR ITS USE AND PURPOSE. 7. Use; Maintenance; Condition. Lessee shall use the Equipment solely for commercial business purposes and assumes all responsibility for any and all licenses, permits, certificates, clearances, consents, or approvals as may be required for Lessee's lawful use, installation, operation, possession and occupancy of the Equipment, including without limitation utility locates, and Lessee shall pay the cost and expenses and comply with all laws rules, regulations and orders of local, state, and federal governmental authorities. This is an absolute net lease. Lessee is solely responsible for routine maintenance, including without limitation janitorial services, pest control, changing of HVAC filters, light bulbs, and ballasts, cleaning (by qualified HVAC technicians only) the HVAC condenser and evaporator coils, refilling HVAC refrigerant, and removal of water, ice, and snow from and about the Equipment. Lessee shall, at its sole cost, keep the Equipment clean, in good repair and safe operating condition at all times during the Term in accordance with the Williams Scotsman Service Guide, of which Lessee acknowledges receipt. Lessee shall not make any changes in, or to the Equipment and shall not remove any identifying insignia affixed to the Equipment without Lessor's consent. Lessee shall keep the Modular Equipment properly ventilated and shall not allow any condition to exist that allows standing water to accumulate in, on, or under the Equipment. Damage, deterioration, or contamination of the Equipment due to water exposure is not considered ordinary wear and tear. Lessee is solely responsible for damage due to settling or caused by moisture or water. Lessor has the right to inspect the Equipment at any time upon reasonable notice, unless due to emergency. If Lessor believes the Equipment to be misused or neglected, Lessor may, with written notice, declare the Lease Agreement in default and repossess the Equipment at Lessee's sole cost. Lessee assumes full responsibility for any Ancillary Products and/or other items missing from the Equipment upon return. Any special requirements with respect to the Equipment shall be handled on a case -by -case basis. Lessor makes no representations as to the Equipment's compliance with the laws, codes, or requirements of any jurisdiction. Lessee agrees that the Equipment leased hereunder will not be occupied by any person other than Lessee, its agents, employees, or invitees and will not be used for residential or dormitory purposes. [For Equipment delivered in California: PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1938 LESSEE IS HEREBY NOTIFIED THAT THE EQUIPMENT LEASED HEREUNDER HAS NOT UNDERGONE AN INSPECTION BY A CERTIFIED ACCESS SPECIALIST (CASP).] 8. Ancillary Products. Lessee understands that some Ancillary Products originate from third -party suppliers. If Ancillary Products are leased, Lessee's sole remedies for defects arising during the lease term shall be against the manufacturer thereof, pursuant to the terms of the manufacturer's written warranty, if any. Lessee acknowledges and is fully aware of the potential hazards in using the Ancillary Products and agrees to assume all such risk. WILLIAMS SCOTSMAN Page d DOES NOT OFFER ANY EXPRESS WARRANTY ON ANCILLARY PRODUCTS AND DISCLAIMS ANY IMPLIED WARRANTIES ON ANCILLARY PRODUCTS, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 9. Hazardous Materials. Lessee shall not have present, any Hazardous Materials, as such tern is defined under the law of any jurisdiction, in, on, under, or near the Equipment, unless Lessor shall have first consented in writing to such presence of Hazardous Materials, in which case Lessee shall be solely responsible for handling and disposing of such Hazardous Materials in accordance with applicable law. Lessee shall bear the cost for any necessary testing, inspection, or decontamination of the Equipment determined to be necessary by Lessor. If the Equipment cannot be decontaminated, the Equipment shall be deemed a Total Loss and Lessee assumes full responsibility for the Equipment including the disposal thereof and shall pay Lessor the Equipment Value as set forth on the Lease Agreement plus all applicable Taxes and Fees in accordance with Section 10 herein. 10. Rent; Fees, Taxes; Late Charges. Rent for the Equipment begins to accrue upon delivery of the Equipment (the "Delivery Date"). Lessee shall be billed on a 28- day cycle in advance ("Billing Cycle") at the Rate stated in this Lease Agreement during the Minimum Lease Term, and at the Rate established by Lessor during any Extension Period. Lessor shall not prorate any fraction of a billing cycle. Lessee shall be solely liable for any and all (i) sales and use tax, rental tax, gross receipts tax, transaction privilege tax, value-added tax, goods and services tax, and similar transactional taxes ("Sales Taxes"), (ii) ad valorem, real property, and ownership tax/personal property taxes ("Property Taxes"), and (iii) related third -party fees, other fees and charges ("OFC") and expenses ("Fees") (the items set forth in clauses (i), (ii), and (iii), hereinafter referred to as "Taxes and Fees"). Lessee shall pay or shall reimburse Lessor for any Taxes and Fees related to the Equipment, and its value, use, or operation or levied against or based upon the amounts paid or to be paid under this Lease Agreement. ANY AMOUNTS NOT PAID WHEN DUE SHALL BE SUBJECT TO AN INTEREST CHARGE OF 11/% PER BILLING CYCLE, OR THE MAXIMUM PERCENTAGE PERMITTED BY LAW, OF THE AMOUNT IN ARREARS FOR THE PERIOD SUCH AMOUNT REMAINS UNPAID, PLUS AN ADMINISTRATIVE LATE CHARGE OF $35.00 PER BILLING CYCLE FOR EACH BILLING CYCLE THE INVOICE REMAINS UNPAID. Late charges and fees Lessor may apply any payment from Lessee against any obligation due and owing by Lessee under this Lease Agreement. Lessor may accept any payment irrespective of endorsement and deposit same without prejudice to its right to recover the balance. Lessee's obligation, without prior notice or demand, to pay rent and all other amounts due hereunder shall be unconditional and not subject to any set off or reduction for any reason whatsoever. Invoices are issued solely for Lessee's convenience. ELECTRONIC BILLING IS THE LESSOR'S PREFERRED BILLING METHOD. LESSEE SHALL PROVIDE A VALID ELECTRONIC MAIL ADDRESS FOR RECEIVING INVOICES. LESSOR'S PREFERRED PAYMENT METHOD IS ACH. LESSOR RESERVES THE RIGHT TO CHARGE AN ADMINISTRATIVE FEE FOR PAPER INVOICE, PAPER CHECK OR SPECIAL BILLING REQUESTS. 11. No Liens. Lessee shall keep the Equipment free and clear of any and all claims, liens, security interests, encumbrances, or attachments. 12. Indemnity, Defense. LESSEE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS LESSOR, ITS SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, SUBCONTRACTORS, AGENTS AND INVITEES, FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, COSTS, AND ATTORNEYS' FEES AND EXPENSES, ARISING OUT OF OR RELATED TO: (a) ANY LOSS OR DAMAGE TO THE EQUIPMENT OR ANY PART OR COMPONENT THEREOF; (b) THE DEATH OF, INJURY TO, ILLNESS OF, OR DAMAGE TO THE PROPERTY OF, ANY PERSON OR PARTY RELATED TO OR ARISING OUT OF THE DELIVERY, INSTALLATION, USE, MISUSE, LEASE, POSSESSION, CONDITION, RETURN, REPOSSESSION, RELOCATIONOR MALFUNCTION OF THE EQUIPMENT; (c) THE FAILURE OF LESSEE TO MAINTAIN AND/OR CORRECTLYAND LAWFULLY USE THE EQUIPMENT; AND/OR (d) LESSEE'S FAILURE TO COMPLY WITH THE TERMS OF THE LEASE AGREEMENT. The duty to defend pursuant to this section is independent from the duty to indemnify, arises immediately upon the presentation of a claim by any party, and exists regardless of whether fault is ultimately apportioned to Lessor by any forum. All of Lessor's rights, privileges and indemnities contained herein are expressly made for the benefit of, and shall be enforceable by Lessor, its successors, and assigns. 13. Loss; Damage. Lessee assumes the risk of all loss and damage to the Equipment 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; 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 and 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 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. 14. Insurance and Loss Damage Waiver ("LDW"). Lessee's responsibility for the Equipment begins immediately upon delivery. Unless Lessee has elected to participate in Lessor's LDW Program and/or third -party General Liability Program and pays the required additional fees (LDW Program and third -party General Liability Program are not available for Blast Resistant Products or third -party managed services/equipment), Lessee shall carry during the entire Minimum Lease 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 12 & 13. 15. Defaults; Remedies. Each of the following shall constitute an "Event of Default": (1) failure to make any payment within ten (10) days after its due date; (2) failure to perform any other term of this Lease Agreement; (3) abandonment of the Equipment; (4) material misrepresentation or false statement of fact by Lessee; or (5) default under any other agreement with Williams Scotsman. (B) Upon the occurrence of an Event of Default, Lessor may declare this Lease Agreement to be in default, and thereafter may exercise any of the following remedies: (1) Declare immediately due and payable the rent for the Minimum Lease Term and any Extension Period thereof, together with all other unpaid rent, fees, taxes, and charges (including but not limited to delay/storage fees and/or termination charges under this Lease Agreement and/or any other agreement with Williams Scotsman); (2) Repossess and/or retain any or all of the Equipment free of all rights and claims of Lessee without notice, without legal process or judicial intervention, and without releasing Lessee of any term, covenant or condition provided herein and Lessee grants Lessor access and permission to enter the property on which the Equipment is located to remove the Equipment and Lessor shall have the right to remove any locks on the Equipment; (3) Sell or dispose of any of the Equipment, whether or not in Lessor's possession, in a commercially reasonable manner and apply the net Page 12proceeds of such disposition, after deducting all costs, to the obligations of Lessee with Lessee remaining liable for any deficiency; (4) Terminate this Lease Agreement and/or any other agreement with Lessor; and/or (5) Exercise any other remedy available to Lessor at law. Lessor's waiver of any Event of Default shall not constitute a waiver of any other Event of Default or a waiver of any term or condition of this Lease Agreement. No right or remedy referred to herein is intended to be exclusive and each may be exercised concurrently or separately and from time to time. In the event of repossession, Lessee waives any bond posting requirement. If Lessor repossesses the Equipment, and the Equipment contains any property owned or possessed by Lessee, then Lessee authorizes Lessor to take possession and remove and dispose of such property and Lessee shall have no claim against Lessor for such property. 16. Return of Equipment; Termination of Lease. At the end of the Minimum Lease Term or any Extension Period, Lessee shall take all actions necessary to make the Equipment available to Lessor for recovery using Lessor's standard equipment and process, including without limitation removing all personal property of Lessee, leaving any Ancillary Products in the Equipment, opening/unlocking any enclosure, and providing full access to the site and Equipment. Lessee shall bear all additional charges incurred as a result of any impediment to Lessor's recovery of the Equipment. Lessee shall provide Lessor with at least thirty (30) days advance written notice of the return of the Equipment. In the event Lessee does not provide thirty (30) days advance written notice of the return of the Equipment and such earlier pick-up of the Equipment is requested by Lessee (and can be accommodated by Lessor), Lessee shall reimburse Lessor for any related costs associated with the immediate pick-up of the Equipment. The Equipment shall be returned to Lessor in the same condition as delivered to Lessee, reasonable ordinary wear and tear excepted. Termination will become effective only when the Equipment has been returned to Lessor as herein provided and Lessee has paid Lessor all unpaid rental and other charges applicable to the Equipment. Lessee hereby consents to entry by Lessor or its designees upon the premises where the Equipment may be located for return or repossession of the Equipment. Lessor shall not be responsible for site restoration, including without limitation restoration of plants or landscaping. Lessor shall not be liable for any damage to any personal property left in or on the Equipment or for keeping or storing any personal property of Lessee left in or on the Equipment. Such property will be deemed abandoned by Lessee. Any accessories and additions to the returned Equipment shall be deemed to be part of the Equipment and the property of Lessor. Notwithstanding anything to the contrary herein, Lessee shall reimburse Lessor for any and all costs incurred related to the return of the Equipment and in repairing cleaning, or otherwise restoring the Equipment to its condition when delivered in accordance with Lessor's standard rates. 17. Limited Warranty. For as long as Lessee timely makes all payments due hereunder and is in compliance with its obligations under the Lease Agreement, Lessor warrants throughout the Term that it will repair structural or mechanical defects in the Equipment (excluding HVAC filters, fire extinguishers, fuses/breakers, light bulbs, or other ordinary course repairs or maintenance), provided that Lessee notifies Lessor in writing of any defects, malfunctions, or leaks within two (2) business days of the occurrence thereof. In any event, the liability of Lessor shall be limited solely to the repairing of defects in the Equipment. Lessor shall have no liability for the repair of any defect or condition resulting from Lessee's relocation of the Equipment, utilities connection, alterations, repairs, or modification to the Equipment performed by Lessee, use of the Equipment for a purpose for which it was not intended, vandalism, damage to Equipment caused by Lessee, misuse of the Equipment, excessive wear and tear, failure to properly maintain the HVAC system and/or failure to provide timely notice to Lessor. The repair of the Equipment by Lessor due to a defect or condition resulting from any of the preceding causes shall result in additional charges to Lessee. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, LESSOR DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, RELATED TO THE EQUIPMENT OR ANY MATTERS CONTAINED IN THE LEASE AGREEMENT AND ANY MAINTENANCE OR REPAIR WORK PERFORMED BY LESSOR INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, USE OR OPERATION, OR ANY WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OR MATERIALS OR WORKMANSHIP, SAFETY, PATENT, TRADEMARK OR ANY WARRANTY AGAINST INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THERE ARE NO CONDITIONS, COVENANTS, AGREEMENTS, REPRESENTATIONS, WARRANTIES OR OTHER PROVISIONS, EXPRESS OR IMPLIED, COLLATERAL, STATUTORY OR OTHERWISE, RELATING TO THE SUBJECT MATTER HEREOF EXCEPT AS PROVIDED HEREIN OR UNLESS EXPRESSLY CONSENTED TO IN WRITING BY BOTH LESSOR AND LESSEE. 18. Limitation of Liability. Lessee's exclusive remedies for Lessor's breach of this Lease are limited to those set forth in this Lease Agreement. Lessee agrees that under no circumstances shall Lessor's liability exceed the total rental amount for the Minimum Lease Term (excluding taxes). NOTWITHSTANDING ANY OTHER PROVISION HEREIN, LESSOR SHALL HAVE NO LIABILITY LIQUIDATED, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, COSTS, OR EXPENSES, INCLUDING WITHOUT LIMITATION LOST USE, PROFITS, OR BUSINESS OPPORTUNITIES, ARISING FROM THIS LEASE AGREEMENT, THE EQUIPMENT, THE WRITTEN WARRANTY, LESSOR'S NEGLIGENCE OR OTHER TORT, OR ANY OTHER CAUSE OR FACTOR. 19. Miscellaneous. (a) Time is of the essence with respect to this Lease Agreement. (b) This Lease Agreement, when signed by both parties, constitutes the entire agreement between the parties, superseding and replacing all prior documents and representations with respect to the subject matter hereof. It may only be amended by a document signed by both parties. The terms of any documents submitted by Lessee are superseded and replaced in their entirety by the terms and conditions of this Lease Agreement and shall have no binding effect upon Lessor, its agents, and its employees. Acknowledgement by Lessor of any Lessee documents shall be only for Lessee's billing purposes only. (c) Lessee shall not assign this Lease Agreement or sublet the Equipment without the prior written consent of Lessor. This Lease Agreement shall be binding upon any assignee or successor of Lessee. Lessor may assign any of its rights, remedies, responsibilities, and/or obligations hereunder without notice to Lessee. Lessor reserves the right to charge Lessee and Lessee agrees to promptly pay for any Equipment, material or labor furnished by Lessor which is not described in this Lease Agreement and/or in the Williams Scotsman Proposal, if applicable ("Extra Work"); (d) If any provision of this Lease Agreement is deemed unenforceable for any reason, then such provision shall be deemed stricken and shall not affect the enforceability of any of its other provisions. Notwithstanding anything contained herein to the contrary, if it should be determined by a court of competent jurisdiction that any indemnification or other protection afforded to an indemnitee under Section 12 would be in violation of or otherwise prohibited by any applicable law, then Section 12 shall automatically be deemed to be amended in a manner which provides the maximum indemnification and other protections to such indemnitee consistent with such applicable law. (e) The obligations of Lessee under Sections 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 18, 18 and 19 which accrue upon execution of this Lease Agreement, shall survive the termination of this Lease Agreement. (f) If Lessee fails to perform any of its obligations hereunder, Lessor shall have the right to substitute performance; the amount of any out-of-pocket and other reasonable expenses of Lessor incurred in connection with such performance shall be payable by Lessee upon demand. Failure of Lessor to exercise any right or remedy herein, or the waiver by Lessor of any breach, shall not be construed as thereafter waiving any such terms, covenants, conditions, rights, or remedies. (g) Lessor shall not be responsible for delays beyond its control. (h) The delivery, installation, takedown, return and/or any work related to the Equipment as agreed to by Lessor and Lessee in the Lease Order Agreement or any amendment thereto will be performed by Lessor using its standard workforce and labor rates unless otherwise agreed to in writing by Lessor prior to the placement of the order for the Equipment. Lessee agrees that Lessor may use Lessor subcontracted workers for the performance of any work.. (i) Lessee irrevocably appoints Lessor or its agents or assigns as Lessee's attorney -in -fact to execute any UCC financing statements, documents, checks, and drafts related to the payment of any loss, damage, or defense under policies of insurance required by this Lease Agreement. 0) the negotiation, execution, performance and enforcement of this Lease Agreement shall be governed by and interpreted under the substantive and procedural provisions of Delaware law. 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 Maryland. Lessor hereby reserves its common law right of offset. Lessee hereby waives any and all rights to or claims of sovereign immunity and Lessee waives any and all rights granted under the UCC. LESSEE HEREBY WAIVES ANY AND ALL RIGHTS TO A TRIAL BY JURY OF ANY CLAIM ARISING IN CONNECTION WITH THIS LEASE AGREEMENT. (k) Lessee will pay all costs and expenses, including reasonable attorney's fees, incurred by Lessor in enforcing any terms, covenants and indemnities provided herein. (1) Each party is hereby authorized to accept and rely upon a facsimile signature or electronic signature of the other party on this Lease Agreement or any Amendment hereto, or on counterpart copies of the foregoing documents. Any such signature shall be treated as an original signature for all purposes. (1) Each party is hereby authorized to accept and rely upon documents in paper or electronic format. (m) Lessor may amend these terms and conditions from time -to -time and such amended terms shall be effective thirty (30) days after notice is provided to Lessee. If Lessee does not object in writing to such amended terms before their effective date, such terms shall be deemed to takeprecedence. Page13