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HomeMy WebLinkAboutTerms and Conditions 2GCE Capita/Modular Space roods pa ce.com TERMS AND CONDITIONS OF LEASE AGREEMENT Form: US0.62998A I_'it r This transaction is tun operating lease and not a sale Customer does not acquire through this Lease or by payment of rental under this Lease any right, title or interest in or to the Equipment. except the right topossest and use the Equipmem se lung asCustomer is not in default, under this Lease. Rental aid Other PayrnonIs L:I) The -suer, of the lease term IF the dale or. which GECMS substantiallycompletes its scope of work for inetalla:ion. unless otherwise agreed to among the parties Monthly tame' will accrue through and including the month to which the later of the Return Date or End of the Term occurs. The "Return Date" is the date on which the Equipment is recurred in GECMS it accordance wnf. the terms of this Lease The "End of the Term' is the date or which the term of this Lease is to expire, either originally, under a renewal writ or under month -in -month renewals es contemplated by this Lease Rental and suet other charges veil! be prorated on a daily basis where necessary Unless otherwise specified to this Lease_ charges for delivery and installation, initial months rent and any applicable initial charges for the Optional Insurance Program •and Damage Waiver +vje1 he due and peyahle as the star of the lease term. and charges for tesrdown and return will be due and payable at the earlier of the -Return Date or the End of Term After payment of the orate' mantles rent. each month's rent thereafter is due and payable without demand and in advance(i) at ihe.end of each thirty (30)•day period following the commencement of the lease term. if rental month is defined on the firs: page of this Lease as a thirty.day period or (ii) or the first of: each month immediately li llowine the !enrich in which this lease commences, if a rental month is defined or the firs: page of this Lease es a calendar month. All other sums peyableby Customer Linder this Lease are due and payable when invoiced Unless agreed chemise. all payments made under this Lease will be made by Customer's 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 setoffor deduction of any kind chi (irsinn lcr will pat Cif.C'M5 for arm and all stiles and use taxes. other direct taxes and registration fees imposed by any city. county. state. or federal government -or -tithes taNinv alithnriines rind related cirecti' of indireetl+ In the Equipment or its use, e%CILIdmg federal or slate taxes relating to income (all of the foregoing that Customer is to pas "Tares') 'trees nee he allocated it GECMS or either en individual or prorated hesis Ivor am item of Equipment based on purchase price, value, possession, use. Itrealtin. rentals. delryer ni operation of such Equipment Taxes may include an allocation or a statewide basis of locally imposed taxes. Customer's obligations under this tiufrsceiion will survii e the termination of this Lease a I am l'unuimcr's ion enienee. GECMS intends io radii invoices for amounts due under this Lease If Customer fails to pay any amountdue within twenty (20) days of the due date- GECMS nee itemise ;: charge or such, amnun: at one and one-half percent I I.11.%) per month or the highest rate permitted by law, whichever is Power, from the due date until payment in fills is received b+ GECMS (C I H'hsm the Lease term e ceeds eje+'en () I l months- the rental charge may. al GECMS's option. be .adjusted upward, based upon the Consumer Price Index, All Urban onsumers. U.S Cin At er:ire_ All Items ("CPI") (United States Bureau of Labor Stnustica tit such other index as may succeed the CPI). as follows. For each change lame, payee ft (I %i in the C'PI from: the CPI as eve treble immediate') prior mate star date of this Lease. the rental rate will be adjusted by a factor of one percent (',%)- • re iirliu.cunents will take• Chic: al Si\ ti I months following the staredate of this Lease and will he further edit/sire each six (6) months thereafter. The adjustment will be 'lased on the most recent CPI indices avaiiahi-e prior to Inntn'oice it which an adiustmenr is made Deinem and IniiallcuIiuui Ial Customer will provide free one clear access list delivery of the Equipment hit standard mobile sranspor i'ehrcles. Customer will be solely responsibie. at its cost. for pieparanun of the site or which: the Equipment is to he used tthe "Site including am required structural or grade alterations and identification of utility lines- .Customer ++'ill provide firm and level round nr. no more than :: sit -Inch (6') slope iro' one end in the other fat safe and unobstructed jnstaflmionfor the Equipment Site selection is the sole responsihla+ of Customer GECMS ASSt'!L1E5 NO LIA13ILin' NOR OFFERS ANY t1 ARRANTY FOR THE FITNESS OR ADEQUACY OF, ,OR ME UTILITIES AVAILABLE AT THE SITE. i hi Clieuur,ei will het sllh' ietpnitrrhilii , at Customer's coS: to obtain am and all licenses- titles. building and -other permits and any -other approvals and cenifieases as min he 1equtred h+ tun ui otherwise tar the installation and placement of the Equipment and Customer's lawful operation. possession nr occupancy critic Equipment. Customer agrees that ail arrrlticmea of title or le; istra:tor applicable in the Equipmens'ill reflect GECMS's ownership of the Equipment. to i i 1EC'MS's delirrn nl the Equipment is suhiec: to delays inranufacturing. modificatton. delivery or installation due to fire, flood. windstorm. riot. civil disobedience, soil, ur other lake :whorls. act? of God_ nr nay circumstances beyond GECMS's riitnrol (including but nor limited to breeches by GECMS's sub -contractors or ittann:hharmers } which deire the manufacture or modilica:ion of products or 'the making of deliveries in the normal course of business (di The pi ices fur lelrvern. mstallalinn. icardown. town delivery and other 'one-time" charges. the due dates of such charges and the star date of this Lease assume accurate) ni the information !over tr GECMS with, respect to Site cnnditions and inentinns and are subject to adjustment to the extent that the timing of or physical nature of access lit the Site rs or hecomres knitted- the Site does non have adequate load bearing nr inemeraphic qualities or is otherwise not properly prepared, utilities are not correctly hucslttif. provision of utilities is not tenets or apphcahie licenses or permits are not provided in a time') manner or Customer otherwise delays completion of GECMS's scope of nnrh. - let (iEC'MS may suspend ++'ork an the Site If' GECMS-deems the Site to he unsafe. ltakuierunrcr of Equipment (a) Cusmrner will nit: move to in an oat mndif+ the Equipment without written consent of GECMS Notwithstanding GECMS's consent to Customer'smodification of'the Eytlapment. -Customer is 'table fot the cost of the removal of such modification or restoration of the Equipment upon the 'termination of this Lease for the modified Equipment GECMS ma+ place its name -or. the Equipment. and Customer will essure thasuch name is non removed or concealedin whole or in part. h) Customer. at C'usaoner's sole cost- will keep the Equipmenat all times until the Return Date irigood repair and operating condition, subject to ordinary wear and tear, and free of any and till liens and encumbrances GECMS will have the right to inspect the Equipment from time to time until the Return Date and if GECMS ?xlieves the Equipment to he misused ahused or neglected: GECMS may summarily remove and repossess the Equipment at Customer's cost- (c) Customer will perform eeecute and comply with all Laws which in any way affect the -use. operation, maintenance, or storage of the Equipment "Laws' means all laws rules. regulations or orders of any governmental agency or instrumentality of the United States. Canada, 'any state, province. municipality or other local fovernment and all orders. writs and decrees of any court. tribunal or administrative agency. it any case which now exist or hereafter arise (including but not limited to iawr4ouerning Hazardous Substances and other environmental risks and the Americans with Disabilities Act) Customer will not make or permit any unlawful use or -handling of ',the Equipment le) HAZARDOUS SUBSTANCES Ii) 'Hczardolls Substances" means hazardous, toxic, radioactive or bio-hazardous substances or petroleum products, Ili) Customer will not use or store liazardnus Substances in the Equipment, except such substanceand in such -quantities as wouldbe normal in the operation of a commercial office. Customer will nor locate the Equipment at a reinedjatintt or nuclear site anise the Equipment for medical laboratory testing. (iii) Ordinary wear and tear does not include cnat:iminarinn by Hazardous Substances If any returned Equipment is found to have been contaminated by Hazardous Substances during Customers possession;CIECMS may charge Customer for the clean up or may require Customer tepurchasethe Equipment at the then current market prichanged-for an uncontaminated unit. iv) Customer ageeca than the Equipment leased hereunder veil: not be occupied by any person other than Customer or ita agents, employees or ins -bees. The Equipment will sot he used for residential to don -ilium. purposes. 5. NO 'AftRANT' OR MERCHA's!'Afl UTYOR'FITNESS THERE ARE NO WARRANTIES. EXPRESS OR IMPLbIED, AND ALL wARRANTIES OF ANY 'KIND. IMC-LUNNC ANY EX -PRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE, ARE HEREBY EXCLUDED Boni AS TO THE EQUiPM£NT AND AS 1'O ANY 'INSTALLATION. MAINTENANCE OR'R'EPA In WORK PERFORMED BY CECIN S ON THE EQUIPMENT. 6, Limitation of Damages Customer does kieretn_' expressly waive any and all claims and demandsdnr loss of profits nr other afieeed consequential, incidental or punitive damages 'arising out of or in connection with this Lease GECMS is not liable for any loss or damage to any property stared, located or transported in, upon, under or around any Equipment and Customer does -hereby waive any and all claims and demandtor any such loss ordamage. Calico/Modular Space modspece.com TERMS AND CONDITIONS OF LEASE AGREEMENT Form: •US462996A Lot! of Lease is I l lniess specified OtherwiseCustomer must give GECMS sb yd6O)'days' prior written notice of the date on t+lrich the Equipment is.to bbe returned. iht If Customer. without am further written agreement- continues to p oesess or Occupy the Lyuipment after the expiration of the initial and any renewal term of Lease. with ni without consent of GECMS. Customer will then he deemed to have renewwed:hi5 Lease one month -to -month basis subject to such rate as GECMS declares to be in effect ,ane in the absence of such declaration at the last month!, rate applicable to thEquipmentl. and GECMS mayterminatesuch month -to -month extensions many time. jet II-. al sty time after thr initial or any renewal term for at GECMS's request at am tune this Lease is -on a month -to -month basis). GECMS requests the astute; of -the Ettulplttent. Customer will return the Equipment to GECMS, within -we tnl days. Al GECMS's designated address,ar Customers sole cost. Missing -accessories, enrichments or other itemsrepairs of am kind and restoration to original specifications whether due to Customer alterations or otherwise will remain the sole -responsibility of Customer. normal wear mud tear excepted 1d1 Customer mat' terminate this Lease prior to the expiration of the Minimum Lease Period. subject to all terms and canditionsof this Lease, -and the Customer will pay (in audition rt tear -down and return charges) the Inttois'ing lerminatlon •charges: it It -Customer is the first user of the Equipment the remaining unpaie rental &tergcs for thiMinimum Lease Period: lit If Customer is not the nest user: IA) ii she Minimum Lease Period ("MLP") ns less than three (3) rental months. four (41 times the Adjusted Weekly Lease Charge i".tWLC"). (lil if the MLP is hero-een three I:. I rental months and sex 16) rental months. inclusive. eight ($) times the AWl_C: if the NILP is more than six (6) rental 'mewls but one I I year or less. tarter I I:1 tutees the AWLC. if the MLP exceeds one I I ) year. fourteen (14) times the AWLC -for each year, or portion thereof, of the :eirunn of the MLP cancelled, lilt'I'hC ".Adjusted Week b Lease Charge" or "AWLC' means :he Weekly Lease Charpt' less the: portion representing-amortiZaur',' an of any delivery. sea -up. tesedown, return Or similar one-time cllartee and customer -requested modifications. not provided as a separate charge under the terms of this Lease (the 'Amortized One -Time Hats") In addition. Customer .0 it! pay in fill the unpaid Amortized One -Time Costs In no case will the termination charges he in excess of the rental charge for the iemtrnder iii tiel t udell mince Iion i usiumer heicee speeinc:Ilh ntdelttnll lCS- agrees Iu defend andiolds t:armii±rn. GECMS its t'rnplii ees and agent' from any and all lass, elatin5- hehiltites. demage>fenes. lint rlilles s4'izuti es- nen.lt les tine e.emenSe5 I loci tic not etiornm's' fere nntiri'esti t at le'C costsl airrliectively "Lossee") that inmarise from or in connection with: ...1 The lose 411' or dernagi Ill the Egellpnieot prior to the l.n:urn Date fx•caust or C nllaion. lire. lightning ot_theln. flood. windstorm or expiosson, civil disturbance or Trot or ere nihet peril Cr iasualll. Iht'!'hC tkath nt or Inlun iit. includinC but not (united io. damage le the prnpem rif am person bother than the Equipment) as a result of. in whole or in part, the use or elindlunn prior to the Retiree Date of the Equipment: i Ct All :Itt n: omission of Customer in vinintion of ibis Lease: ids The actual or alleged storage_ ineinterance. use. !andling. repair, or operation of the Equipment. -prior to the Return Date. including but not limtedtoany-failure to use en:ism straps. tots aura dons on. or ant materials supplied to or in crtnnection with the operation. maintenance. possession or -storage of the Equipment and any loss or ttant:lrc um :1n.:thrne stored in any nI the Equipment. and I cf .-inv damage to Customer's .propene or the properly of am third panic!. incurred during or in connection with -the fulfillment of Customers. obligations by or on behalf of e i1ECM5 or the repitsseseion or return of Equipment by GECMS in accordance with the terms of this Lease. The ohne:mi nt elm:mind in this Sectiur, F. will survive expiration or termination of the term, of this Lease and the Return Date The -indernnifueations contained in this tie„tun x f ill apph to am Losses veheiher them are a ssened before or after the Return Date ti Insuraure ;al C irslomel. a1 Customers snit cos:- will procure and kelp in full force and effect. from the initial deliver date until the return of all Equipment the following policies of inserenee eanrsfaeinr rn GECMS as to the insurer and as to the form and amount of coverage, with premiums prepaid in Ciunmercral General Liabilu, insurance with : minimum combined single limn of S 1.000.00D per occurrence. written -on an occurrence form, including -coverage for pmemiees, nper:Iirnns, Cuimoractual itahilil . ;vitae firm property damage, independent contractors and personal injury habilite. mulling GECMS as an -additional insured. t t'nmrnerer it Preteens insurance protecting against al! loss and damages. itt 1till replacement -cost. sustained or suffered -due to the loss at or damage to the -Equipment as a resuh n1 1.•imtllsiim lire. lightning. thefe frond, windstorm. -explosion al any (]hcr easualts , naming GECMS as a loss payee. t twat infer wilt tirlircr tenificates evidencing all such insurance to GECMS within fourteen (la) days after -delivery of -the Equipment to Customer's site. time being of the essence. except that. I, Customer elects in enroll or, the Optional Insurance Program or the Damage Waiver Option, Customer will non hove to deliver -certificates of insurance tO GECMS for the type of resits covered by the Optional Insurance Program or Damage Waiver Option as -elected by Customer. Each certificate will,atateahar sou h insurance will not iermtnate or be material le changed without thirty (30) aeys' prior written notice to GEC -MS (c) If Customer finis to denier the insurance certificate as required by paragraph (b) or the date required. Customer will be in default -under this Lease In addition to all.the other remedies Ion default under this Lease. GECMS may (I) impose upon Customer a one-time fee for insurance processing of One Hundred Dollars i(Si00) and(ii)•assess as titiduinnal rent an -uninsured lessee fee of ten percent (10%) of the monthly rental from the .start of the lease•term until the required insurance certificate is delivered to GECMS td}f grimily insurance as describes above. including the Optional Insurance Program, will not affect Custamerttiligationsand indemnities under this Lease, and the -loss, damage in. or destruction of any of the Equipment will neither terminate this Lease nor. except to the :esteem that GECMS is actually compensated -by insurance paid for by Cut:miner, relieve'Cusiomsi of any of Customer's liahiliiv under this Lease. Ill Optional Insurance and Damage Waiver (al In certain circumstances. Customer may -choose l i) to enroll in an Optional Insurance Program to cover general liability risks.(the "Optional insurance Program") or (ill in accept a Damage %Pe:ever-Option to cover damage Is the Equipment (the "Damage Waiver Option")or-(in) to elect both options. Ifthe •Optienal:Inaurancel rogram or the Damage Waiver Option is available and Customer. in writing prior to delivery of the Equipment to the -site, elects to enroll ir. the Optional insurance Program or accept the Damage Wnfvl:r Option, then. Section 10(h) will apply if Customer elects -no enroll in the Optional Insurance Program and, Section 10(t) will apply if Customer nceepts the Durtt:rge Waiver f)ptian 1 h) The I iptinnnl test. -:mix Progr,um is fully described in an Outline of Coverage ("the 'Outline of Coveraage") which Customer has received and reviewed prior to any election in enroll in the Optional Insurance Program All questions regarding the Optional Insurance Program will be answered by the qualified licensed insurance agent identrlicul in the Outline of Coverage If Customer properly elects so enroll in the Optional lnsurandrogram, so long as such coverage is stilt in full force•andeffect, Costumer will not he required, under this Lease. to carry additional commercial liability insurance as required bySection. 9(axi) (et •If the Damage Waiver Option it properly elected and so long as Customer timely pays the additionalfec specified -for such Damage Waiver Option, Customer will not he required. under the'teems of this Lease. to cam any additional commercial property insurance as required by Section9(eXii) and Customer will not be-ltabk to GECMS in excess of $300 per unit of Equipment -for loss of damage specified in Section 8(a), except Customer- will not -be relieved of liability if Customer violates any -other provision of this Lease. THE DAMAGE WAiN-TRIS NOT INSURANCE COVERAGE. Id) Customer's coverage under the Optional insurance Program or acceptance of the Damage WANCT Option may be cancelled -by -either party and rates for coverage under the Optional insurance Program or fees for the Damage Waiver Option may be changed upon thirty (30) •days' prior written notice. If ,the optional insurance Program or Damage Waiver Option is. for any reason, cancelled, Customer will provide to "DECMS evidence of policies of -insurance -as set forth in ,Sections 9(axi) or 9(ayii), as appropriate. within ten (10) days prior to the effective date of such cancellation. le) The coverage provided under the Optional Insurance Program and the limitation of -liability under the Damage Waiver Option does not extend to the transportation of Equipment or its contents and, only extends to Equipment installed on -ground level. Co The Damage Waiver Option will not be binding upon GECMS unless any-loss,damege, injury or -claim is reported to GECMS in writing within seventy-two(72) hours of the occurrence of any such event. Customer will also provideany information in regard to such event that GECMS reasonably requests. GE Capita/Modular Space modapece.com TERMS AND CONDITIONS OF LEASE AGREEMENT Form: USO62998A I I . Default The occurrence of nneor more of the following inclacses (a) • (e) below will constitute an Event of Default under -this Lease' fat Customer fails to pat ++•heir due anyrental payment or any -other payment due under this Leak or fails to perform its obligations tinder `Secrcd of this Lease; (nl Customer fails in perrnrie or observe any other term or condition under this Lease and Duel'. failure remains unremedied for mare than ten (10) days -after such falhire to pi rinrm or observe: (c) Customer or any person or entity which controls more than fifty percent (30%) of Customer's equity to "Control Person') or any :guarantor of any of Customer's abligatinnshereunder to 'Guarantor'I it) becomes insolvent,(ii) becomes subtact in any voila ar or involuntary' bankruptcy or reorganization proceedirvs,{iii) commits an act of ?.ankrupicy. ti5) nsakes an assignment for the benefit of creditors. (r) appoints or suhmrts to the appointment of a receiver for all or any of its assets,'(vi) admits in kerning its inability in pat its debts as they become due or (yii} enters into any. hype of voluntary or involuntary liquidation or dtssoiuuon: (d1 customer. any Centro! Person or any Guarantor defaults under any other agreement with •GECMS or any affiliate of GECMS, 'and le) ern letter of crude, eic:rams or other security, given to secure the performance of Customer's obligations under this Lease expires, terminates nit in the reasonable opinion of GECMS hero ses we hiess upon the occurrence of an Event nl Default. GECMS will have the'option to declare the entire balance of rent for the remainder of the stated cease term immediatelydue ;end rimehlc and to accelerate and make ,mmediaef) due and payable any other amounts owing under this Lease. GECMS will also have the option to retake and retain any or all of the Equipment free of all rights of Customer without any further Itabilityor obligationto redeliver ant of the Equipment to Customer. and Customer hereby grants elECAiti the right to enter upon am prernrses where all or am of the Equipment is located to order to take possessionof and remove such Equipment. (Notwithstanding -the fore;ontr. it' en iacot re Derain' occurs under clause Is) 'above. such accelerations will occur automatically without the need for declaration.) Customer will pay to ;ECMti on demand all tees. costs and eepenses incurred by GECMS in enforcing its rights under this Lease. including without limitation reasonable attorneys' fees. The remedies provided in tans: nl GECMS will he cumulative and in addition to all oilier remedies provided in this Lease or existing at law or in equity. No action taken by elEcielti pursuant to this Seetian 11 or Section 1:4 will release Customer from Customer's covenants. obligations and indemnities provided under this Lease, including but not limited to Customer's ohligatton lonhe payment of rentals provided in this Lease. If t;E('Mi retakes porssesrion or the Equipment or any fart oche Equipment and there is at time time of such retaking. in. upon or attached to such repossessed Equipment. tun under property. goods it things of value nu coed h'' Customer or tit, tile custody or control of Customer. GECMS it authorized take possession afsuch other property; pima,' ter things and hold the same for Customer. at Customers sole cost. either in GECMS's possession or in public storage, a: GECMS's sole discretion is t:;{;t'MS' Mehl •1'1I Ciire II' Coslorner tietatrits in ant nit its ohligatinnr wider this Lease. whether or non an Event of Default then exists. GECMS may pay all amounts or perform or cause to be 1%1'141110J all uhlipations required in he paid n; performed by Customer under this Lease and recover from Customer as additional rent all amounts so paid or the reasonable %eke' of all services so perrneeed, Si•t.t}p' t�'ithntn Ii nhing sun) other provision of this Lease. upon the occurrence of an Event of Default_ GECMS will have the immediate right. without notice. -demand or other action to scI•nr'fagainsiCustnmer any amounts GECMS may hold as prepayments or deposits IOr GECMS itabilnte: to Customer whether or not then due to Customer I lobs. ,uhenwtse priuitihit5•d by. lass- CiECMS will he deemed to -have er:errised such right sir sec -off and let have trade a charge against any such sums immediately upon the oceurr:ncc of ant Emit of Default h5 Customer. ,J ausi;ameire anicndnrt•nr. ulodifit'rition. Misecllrtucous (al customer will lint hat t Isis right in assign this Lease or in sublet. rent or nthert+sr lure out or transfer possession -deny of the Equipment to any, person or entip other than tlfiC'r,4S. without the prior written consent of GECMS. GECMS many- assigr, this Lease and -the rentals reserved •under this Lease. If GECMS makes such an assignment. time aesignee stilI acquire all rights and remedies possessed hw or ewai:nhie to GECMS under this Lease the This Lease contains the entire agreement he; weer) the panics pertaining to the suhiccr matter of this Lease. No agreements. representation or understandings not specis'icellt contained in this Lease will he binding upon any. of the parties hereto unless reduced to writing and signed by the panes to he board thereby. Any amendment, modiliearinn or addendoin to this lease will not be binding on GECMS unless signed by an authorized officer of GECMS This Leese will be governed as to its crnmslruelinn, Interpletatlnnrind eileen ht the laws of the Commonwealth of Pennsylvania m•ithnui regard to principles of choice dines