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HomeMy WebLinkAboutTerms and ConditionsGE Capita/Modular Space modspace.com TERMS AND CONDITIONS OF LEASE AGREEMENT Form: 'U'SO62998A Lease This transaction is en operatnlg lease and note sale Customer does not acquire through this Lease or -by payment of rental under this Lease any right oink or interest in or try the Equipment. escepf the right Repossess and use the Equipment so long asCusionier is not in default underthis Lease. Remo! undOther-Payments to) The start of the lease term fs the date on which GECMS. substantiallycampietes its scope nl work for installation. unlessotilerwise agreed to among the palsies. Monthly rental will accrue through and including the month in which the later of the Return Date or End of the Term occurs- The "Return Date" is the date en which the Equipment is returnee io'GECMS in accordance with the terms of this Lease The "End of the Tertr" is the date on which the term of this Lease is to expire, either origrnelly,'under a renew:II term or tinder montheo-month renewals as contemplated by Ibis Leese Rental and such other charges will be prorated on a daily basis where necessary. Unless otherwise specified in this Lease, charges for delirere and installation. initial menthe tent and any applicable initial charges for the Optional Insurance Program and Danlagi Waiver will he due and pavahle at the sten of the lease term. and charges for teardowit and return will be due and payable at the earlier of the Return Date or the fsnd of Term. After payment of the initial month's rent, each month's rem thereafter is due and payable without demand and in advance (I) a: the end of each thirty (30)'day period following the commencement ni the lease term, If a rental month is defined on the first page of this Lease as a thirty -day period or (ii) on the first of each month immetlimety following the month in which this lease commences, if a rental month is defined on the first page of -this Lease as a calendar month. All other sums payable by Customer colder this Lease are due and payable whets invoiced Unless agreed otherwise. all payments made under this Lease will be made by Customers check drawn on its regular hank checking account or such other form of payment as is. acceptable to GECMS All payments -by Customer will 'be made without setoff or deductionof any kind 1 h) (',nstnmrr will piny GECMS MS fat am rind all sales and use taxes. other direct tan -es and registration fees imposed by any city. county. state. or federal government or other ::our' authorities and related directly or indureetly to the Equipment or es use. cscludu a federal or state rases relating to income tall of the foregoing that Customer is to pm. 'Taxes" } Ta.ties Wray he alhiented by GECMS or either an Individual ut prorated lows lint any item of Equipment based on purchase price. value, possession, use, Iete;Ilion r entals. cicln'ery tit operation of such Equipment. Taxes may include an allocation on ri statewide basis of locally imposed ;axes. Customer's obligations under this Sutmeerion will suren•t they iermimarine of this Lease (el Fie (et:silences conveniencc.'GECMS intends to metre- invoices for ..mounts due under tit» Lease If Customer fails -to pay arty amount due within twenty -Ca()) days of tire clue dell CIE(' MS mtia impose n charge or such amount at -one grid one-half percent i 1. 11.:"Viii per month -or the highest rate permitted ht' law. whichever is lower. 7from the due trate until payment in full is received by GECMS. itil V.'hert the Lease term exceeds. eleven Il I t months. the rental charge may. al GECMS's option. be adjusted upward. based upon the Consumer Price Index. Ail Urban Cnnsuuriers- U,S C'ny .1\5 crape. All Items ('CPI") (United States Bureau of Labor Statistics nr such other index es. may succeed the CPI), es follows. For each change III' ore. percent f I ;hl in the CPI front the CP1 as eveilnhle unmedtately prior to the Start lair itf this Lease, the rental rate will be adausted by a factor of one percent (t%). Am adjustments will take' ;elect at sin It/ months Meowing the star date of this Lease and will he further adjusted each six (6) months thereafter. The -adjustment will be lased on the moat recent ('PI indices evadable prior to thcn5•nice in which an adjustment is made Lkliyery and Iasillsi ion tau Customer will provide flee and clear access lot delivers of the Equipment by standard mobile transport vehicles. Customer will tie solely responsible, at its cost. for pteparauni of the site its 50hicl1 the Equipment is in hr used idle "Sete'), including any required structural or grade alterations and identification of utility lines Customer tyjl: provide firm end level ground on no more than : sta.inch ft') slope from one end to the other for safe and unobstructed installation for the Equipment. Site selection is the sole tesnonsihi;in of (' sntonier CECMS ASSUMES NO LIABILITY NOR OFFERS ANY N'A'RRA!v'T1' "FOR THE .'FITNESS C]'R AD£QUAC1''Of, OR THE I"rlLlTIES AYet L.AI1LE AT THE SiTE. (hi Customer will here sole responsibility. at Customers cost. to ob;air, any and all Incenses. titles, building and other permits and any ether approvals and certificates as nee he required by taws or otherwise for the installation, and placement of the Equipment and Customer's lawful operation. possession or occupancy of the Equipment. Clierirnrer agrees that all certificates nl'etre or registratioc applicabie to the Equipmenta'ill reflect GECMS's ownership of the Equipment. IC i GECMS's delivers of she Equipment is subject to delays innanufaciuri ng. modification. delivery or installation due to fire, flood. windstorm. riot, civil disobedience, strike or other labor actions. acts of God. or any circumstances beyond GECMS's control (including but not limited to breaches b>' GECMS's sub -contractors or manuthcteners) which delay the manufacture or modilicatiort a:' products or the making of deliveries in the normal course of business. WI lire prices for delrvery- installation- window!). return eein%ery and -other "one -tune" charges. the due dates of such charges and -the star date of this Lease assume acnrra'y of the iniiiramation green to GECMS with respect in Site conditions and locations and are subject to adjustment to the extent that the timing of or physical nature of access in the Site is or hecemet limited. the Site does not have adequate load hearing or topographic qualities or is otherwise nor properly' prepared.vtilitiesart not correctly Ineated. provision nl utidtees is not Limey or applicable licenses Or permits are not provided ina timely manner Or Customer ntherwrsedelays completion of G£Ct.1S's scmpl' of work id GECMS may suspend work at the Site ifGECMS deems theSite tole unsafe. a eltiirucnaner of E;quipnwui id) Cusmmer wilt not mar m m any way modify the Equipment without written.comaent of GECMS. Notwithstanding.GECMS's consent to Customer's modification of -the Equipment. Customer is liable for the cost of the removal of such modiftcetior, or restoration of 'the Equipment upon the termination of this Lease for the modified Equipment GECMS into place itt name or the Equipment. and Customer will assure thasuch name is not removed or conceaiedir whole or impart. (hi Customer . at Customer's sole cost. will keep the Equipmenat all times until the 'Return Date ungood•repair and operating condition. -subject to -ordinary wear and rear, and tree of any and all liens and encumbrances GECMS will have the right to inspect the Equipment from time to time until the Return Date and if GECMS believes the Equipment io fee misused. abused or neglected. GECMS may summarily. remove and repossess the Equipment at Customers cost. (C) C'ustnmet will perform. usecute and comply with all Laws which in any day affect the use, operation, -maintenance, or storage of the Equipment. 'trews" means all lints. rule.. regulations t11 order: of any governmental agency or instrumentality of the United States, Canada, any state, province, municipality or 'other local,govermment ard all nrders, writs rind decrees of any court. tribunal or administrativeagency, in any case which now exist or -hereafter -arise (including but not limited to taws <goveu'n ng Hazardous Substances rind other environmental risks and the americans with Disabilities Act). Customer will riot make or permit any unlawful use -or handling of%the Equipment (di HAZARDOUS SUBSTANCES. (i) "Hazardous Substances' means hazardous. -toxic. radioactive or bio-hazardous substances -or petroleum products. (ii)) Customer will not use or stare Hazardous Substances in the Equipment, except such substanceand to such quantities as wouidbe normal in theoperationof a commercial'fl'ice. Customer will not locate the Equipment at a remediation or nuclear site or -use the Equipment for medical laboratory testing. :fill) Ordinary' wear and tear does not include contamination by Hazardous Substances If any resumed Equipment is found to have been contaminated by Hazardous 'Substances during Customers possessioneGECMS may charge Customer for the clean up or may require Customer tepurchese the Equipment at theehen current market priechaeged for an uncontsminated unit. te).C'ustomer agrees that the Equipment leased hereunder will nor be occupied by any person other -than Customer'or its•agents.-employees'or invitees- The Equipment will not be used for residential or dormitory. purposes. S. NO WARRANTY -FOR MERCHANTABILITY OR FITNESS THERE ARE NO Vl'ARRA3\TI-ES, EXPRESS OR IMPLIED, AND ALL 1\'ARRANTIES 'OF ANY KIND, INCLUDING ANY EXPRESS OR 4MPLIZD WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE, ArRE IIE'Rl Y £XCL IDED BOTH AS TO THE EQUIPMENT AND AS TO ANY 1N'SiALLATION, MAINTENANCE OR'REPAIR WORK PERFORMED $1'GECft'1S ON TMt'4QUIPM'El\'T, .b. .Limitation of Damages Customer does hereby expressly waive any' and all claims and demands for loss of profits or other alleged consequential, incidental or punitive damages arising out of or in connectior with this Lease GECMS is not liable for any loss or damage to any property stored, boomed or transported in, upon, under or around any Equipment and Customer does hereby waive any and all claims and demandsfor any such loss or damage. GE CapitalMuc!ular Space modspace.com TERMS AND CONDiTIONS OF LEASE AGREEMENT Form: US062998A E iii of Lease tat !Wm speci!ied otherwise. Customer must give GECMS sixtyFo0)days' prior written notice of the date on which -the Equipment is to he returned. lb; If Customer. without aii further written agreement. continues to possess on occupy the Equipment after the expirationof the initial and any renewal term of Lease, with Or without cnnseni of GECMS. Customer will then he deemed to have renewed this Lease on ;, month -to -month basis-subjecttosuch rate as GECMS declares to be in--e Tect [and to the absence of swat declaration at the last irtnnthh' rate applicahle to shF.,quipment I. and GECMS may •termtnatesueh month -to -month extensions aanv time. ref fl ai am time after the initial or any renew,o term for at GECMS's request at nm time this Lease is or a month-to-monthbasis), GECMS requests the return of •the Equipment. Customer will return the Equipment to GECMS. wtthtrAvr (5) days_ at QECMS's designated address,at Customer's-sok cost. Missing accessories, ataielmsents nr other items- lepers of any kind and restoration to -nog Mal 'specifications whether due to Customerelterationsor otherwise will remain the sole responsibility ofCrrsmnnter. normal wear and tear-eocepted. J 1 Customer may terminate this Lease prior to the 'expiration of the Minimum Lease Period. su'bjeel to ail -terms and conditions of this Lease. and the Customer will pay (in tiUUnion In tear -down and return charges) the following termination charges. it I(Customer is the first user of the Equipment the remaining. unpaid rental charges for titdiinimum Lease -Period: lit If Customer is not the first user. ;A) if the Minimum Lease Period ("MLP") is less than three (3) rental months, four (4) times the Adjusted Weekly Lease Charge I' W'I..C" ). 1 L3) if the MLP is hett.cen three (3) rental months and sir le) rental months, inclusive, eight ie) times the AW-LC. if the MLP is more than six (6) rental months hut one 11) year or less. twelve (I ^) times the AWLC; if the MLP exceeds one t I ) year. fourteen (14) tunes the AWLC for each year, or portion thereof, of the pun inn of the -MLP cancel led. The `Adit:sied Weekl, Lease Charge' or ".AWLC" means the Weekly Lease Charge less that portion representing amortization ninny deliver), set-up. teardown. reitu•n or similar onetime charges and customer -requested modifications not pry, ided as a separate charge under the 'terms of this Lease (the "Amortized OneTime -oats- I In addition I. irsunner will party in till the unpaid Amortized One -Time Costs In no ease will the termination charges he in excess of the rental change for the ieosundet of MLP. S Iintern nOlivet inn C u,tnnhr heri.'h span licalt, indemnities- agrees to delend andtolds harmless GECMS. its rmpim ees and agents from any and all loss. claimt. liabilities.-darnagefines, torleittacs seizures, penalties and ONpenses {including attorneys' feet aitrinvesrigatrse costs) (collectively'Losses'lthat maaarise from or in connection w•ith- I at The loss of nr d:unage in the Equipment prior In the Return Dan because of collts,nnfire. lightning or theft. flood. windstorm or explosion, 'civil disturbance -or riot or an, nth,r peril or c strah,. (it) The death of or mom tii. including but nor limited to. damage in the propen\ of. tiny person {other than the Equipment) as a result of. in whole or in part, the sae or attnaiiinir prior to the Return Date of the Equipment. lei Am net or omission nl Customer in violation of this Lease; IJi'rile acme! or elleged storage, maintenance. use. handling. repair. or operation of the Equipment. prior'so the Return Date. including but not limited -to any failure to use aneanr straps. any ,work dime on. or am materials supplied to or in connection with the operation. maintenance. possession or storage of the Equipment and any loss or tiainage w anything stored in are. of the Equipment. and tei •1a} damage in Customer's propene or the property-nfany third panics incurred during or in connection with the fulfillment or'-Ctistomer'sobligations by or on behalf of GI?C'MS or the repnssessinn in return of Equipment by GECMS in accordance with the terms of this Lease The uhlig:rtions contained in this Section S will survive expiration or termination of the term of this Lease and the ReturnDate The incieinni(ications'contained in this Seelhnn x will apply sr, an' Lasses whether they are issued before -or after the Returr. Date i nsnrn nee Ca;storner al Customer', suit CONJ. will procure and keep in full force and efleet. irons the initial deliverydate until the return of all Equipment the following policies of Instrance satrst'attnn- in GECMS as to the intsurer and as to the hirm and amount of coverage. with premiums prepaid (ntmerciai General I iahil is Insurance with a minimum combined single Inns of i 1-000-OD° per occurrence, written on an occurrence form. including coverage for u,nti.CS. operatinns. eomrn:tea!_Istinility. tumid form property damage. independent eonlractors and personal injury liability. naming GECMS at ar,additional insured. lit Commutate( !'ropes} insurance prntecung against all ions ant damages. at full replueement cost. sustained or suffereddue err mite toss of tar damage to the Equipment us a result of nth isiriit. lira. lightning. theft. flood. windstorm. espfusior or am other casualty, naming GECMS as a loss -payee (h) Customer will deliver certificates. esideecing all such insurance to GECMS within fourteen i le) days after delivery of the Equipment to Customer's site. time -being of the essence. except that. if i'ustomer-elects to -enroll in the Optinna! Insurance Program or the Damage Waiver Option, Customer will not have to deliver certificates of insurance to GECMS liir the hype of risks covered by the Optional insurance Program or Damage Waiver Option as elected by Customer Each certificate will state Mat such insurance will not terminate or be iroterinlly changed without thirty (30).day's' prior %%rater. notice -to GECMS. 1cr II (.•usiomer ;ails tin deliver the insurance certificate as required by paragraph.(b) on the date required. Customer will be in default under -this Lease. In addition, to all the other remedies for de•:autt under this Lease, GECMS may (i) impose upon Customer a one -rime fee for insurance processing of One Hundred Dollars IS100)•and4ii) assess am additional rem rut uninsured lessee tee of ten percent (10%) of the monthly rental from the star, of the lease term until the required insurance certificate is delivered to GECMS. (di f)htanung insurance as described above. including the Optional insurance Program. will not affect Custamertui ligetionsand indemnities under -this Least, and -the toss, dacaagr tit- nr destruction of any of the Equipment will neither terminate this Lease nor. except to the extent that GECMS is actually compensated by insurance paid for by Customer. relieve Customer of any of -Customer's Iinbilily under this Lease. IC.Opmional Insurance and Damage Wither tat In certain cticurnstaoces. Customer may choose li) to enrol) in an Optional insurance Program to cover €eneral liabilitvricks•fthe 'Optional insurance Program') or iu i to accept a Damage Waiver Opt inn to cover damage to the Equipmenr tthe 'Damage Waiver Option') or (iii) to elect bath -options- lithe Optional Insurance Program or than Damage Waive; Option is available and Customer, in writing prior to deliyen- of -the Equipment to the site, -elects to enroll in the Optional Insurance Program or accept the Damage Waiver Option. -then, Section 10(b) will apply if Chuslalner clects to enroll in the Optional insurance Program and. Section IO(c) will apply if Customer accepts the Damage +wives Option- Iht 'Tile Optional Insurance Program is fully described in en Outline of Coverage ("the ',Outline of Coverage') which -Customer (hag -received 'arid reviewed prior to -any eiectinn in enroll in the Optional Insurance Program All questions regarding the Optional insurance Program will be answered -by the qualified licensed insuranreagent identified in -the Outline of Coverage. If Customer properly elects to -enroll in -he Optional InslirancErogram, so long atsuch coverage is still in full force and effect, Customer will not ht'required. under this Lease, to cart) additional commercial liability insurance as required by Section9(ai(i). Ie) If the Damage Waive, Option is properly elected and So long AS Customer timely pays the additional fee specified for -such Damage Waiver Option, Customer wil! not he required, under the terms of this Lease, to carry any additional commercial property insurance as required by Section 9(aXii) and Customer will not be liable to GECMS in excess of S3o0 per unit of Equipment for loss or damage specified in Section 81a), except Customer will not -be .relieved of liability if Customer violates any other provision ofthis Lease, THE DAMAGE WAIMMMR IS NOT .INSURANCE -COv£RAGE. (d) Customer's coverage under the Optional insurance Program or acceptance of the Damage Waiver Option may be canceIied.by-either pro, and rates for coverage under the Optional Insurance Program or fees for the Damage Waiver Option may be changed upon thirty (30) dayrs' prior written notice. If the Optional -Insurance Program or Damage Waiver Option is, for any reason, cancelled. Customer will provide to GECMS evidence of policies of insurance as set forth in Sections'9(eXi) or 9fsxii), as appropriate, within ten (1.0) days prior to -the .effective date of such cancellation. (e) The coverage provided under Me 'Optional insurance Program and the limitation of liability under the Damage Waiver Option does -not extend 'to the traitsponaationof Equipment or its contents and. only extends to Equipment installed on ground level - at The Damage Waiver Option will not he binding upon GECMS unless any loss. damage. injury or claim is reported to QECMS in writing within aevenry-two(72)hours oldie occurrence of any such event. Customer will also provideany information in regard sit sucheventthat.GECMS reasonably requests- GE Capita/Modular Space modspace.•corn TERMS AND CDNDFT1DNS OF LEASE AGREEMENT Form: •US462998A. I •De.fautt The occurrence or one co inure of the following in clauses la) • (e) below will constitute an Event of Default under this Leese: Gas Customer fails in •pat' when due aityrental payment or any other payment due under this Lease or fails to perform its obligations under 5ectitfi,ofthis Lease: tis) Customer tails in perform or observe any other term or condition under this Lease and such failure remains unrernedied for more than ten (1 O)-days•after such failu- perii+rm or observe. (cl Customer or tun person or entity which controls more than fifty percent (5O%) of Customer's equity (a "Control Person') or any guarantor of any of Custom- - ohligatio ns hereunder to "Guarantor' 1( i) becomes insolvent. (ii) becomes subject to any voiuntor> or involuntary bankruptcy or reorganization proceedings,iiii) commit net of bankruptcy. (ivl makes an assignment for the benefit of creditors. (v) appoints or submits to the appointment of a receiver for all or any of its. assets, (vi)-admit: it. uritin_• its rnobilo> so pay its debts as the become due or (vii) enters into any tvpeof voluntary or involuntary liquidation or dissolution. id) :Customer. any Control Person or any Guarantor defaults under any other agreement with GECMS or any affiliate of GECMS: .. lei Am letter mcredit. eottranty or other security ;wen in secure the performance of Customers obligations under this Lease expires. terminates or in the reasoner. . r^mum of CIECMS becomes worthiest xm the occurrence of an Event of Default. GECMS will have the option to declare the entire helence of rent for the remainder of the stated lease term immediately Out pttvahle and to accelerate and make immediatell- due and payable any other amounts owing under [flit Lease. GECMS will also have the option to retake end itetairtan'. . all of the Equipment flee of all rights of Customer without any further liability or obligation to redeliver any of the Equipment to Customer. and Customer hereby -grants t iECMS the right to enter upon any premises where all or am ofthe Equipment is located in order to take possession of and remove such Equipment (Notwithstanding -the foregoing. if an Event of Default occurs under clause i:c) above. such accelerations will occur automatically without the need for declaration.) Customer will pay to •GECMS on demand all Zees costs and expenses incurred hs GECM5 in -enforcing its rights under this Lease. including without limitation reasonable attorneys' fees- The retnetiic, provided in favor or GECMS will he cumulative ant in addition to all other remedies provided m this Lease or existing at law or in equity. No action taken by GECM` "irrsutlnt in this Section I 1 or Section 13 will release Customer from Customers covenants. obligations and indemnities provided under this Least, including -bur nut limo..' +n Customer's obligation'nnhe payment ofrentals provided in this Lease. IIcil=CMS .ctakcs tsi.cser:sign oftilc Equipment or am itar ofhe Equipment and there is at the time of such retaking. in. upon or attached to such repossessed Equipment, tuns other proper.' muds or things nt'value owned M Customer or it the custody or control of Customer, GECMS it authorized take possession ofsuch other property, rniids cur :lungs and hold the same for Customer. at Customers sole cost. either in GECMS's possession or in public storage, at GECM5's sole discretion. I: ter:(\IS' Right To Cure • II -defaults in ane of its obligations under this Lease, whether or nor or Event of Default then exists. GECM5 may nay all amounts or perform or cause to -be performed all nhligatioits required to he paid or perfsirined by Customer under thus Lease and recover from Customer as additional rent all amounts so paid -or the reasonable value of all services so performed I Sei-1 Without limiting any other provision of this Lease. upon the occurrence of en Event of Default. GECMS will hove the immediate right. without notice. demand or -other actin_ tit sct•oll ;iguinstC lisinmer air amounts GECM5 may hold as prepayments or deposits for GECM5 liabilities to Customer +vhcther or not then due tot Customer. Unless otherwise prnhihned ht law. GECMS trill he deemed lea have exercised such right in Set-off and to have made a charge against any such turns immediately upon the I cctii'tunee of tiny Event of Default h> Customer - L: assignment. Amen dmen t. Modification. Miscellaneous in) C'tssitimer will not hat the rigfn to assign this Lease or to sublet. rent or otherwise hire nut or transfer possession of any of the Equipmenttn am person or entity other than GECMS. without the prior written consent of GECMS GECMS may assign this Lease and •the rentals reserved under this Lease. If GECMS makes such an assignment. the assignee will acquire all rights and remedies possessed br m available so GECM5 under this Lease (hi This I.ease contains the enure agreement between the parties pertaining to the subject matter of this Leese No agreements. representation or understandings not specifically contained in this Lease will he binding cipor any of the parties hereto unless reduced to writing and signed b+ the panics to be hound thereby. An+ -amendment, modification Or addendum is this Lease will not be binding on GECMS unless signed by an authorized officer of GECMS This Lease will be governed as to its cnnsiruction. interpretation and effect by the laws of the Commonwealth of -Pennsylvania without regard to principles of choice of lows