Williams Scotsman Inc dba WillScot Mobile Mini - FY2022-063 Williams Scotsman,Inc. Your WillScot Representative Contract Number: 1562738
WIL LSCOT Aaron Zabel, Sales Representative Revision:7
Phone:(559)498-5905 Date:November 11,2021
Email:aaron.zabel@willscot.com
R-72 .2 — Toll Free:800-782-1500
Lease Agreement
Lessee:0010492335 Contact: Ship To Address:
CITY OF RANCHO PALOS VERDES Norma Saldana 30940 Hawthorne Blvd
30940 HAWTHORNE BLVD 30940 HAWTHORNE BLVD RANCHO PALOS VERDES,CA 90275 US
PALOS VERDES PALOS VERDES PENINSULA,CA 90275 Delivery Date(on or about):03/22/2022
PENINSULA,California 90275 Phone:4243270132
Email:nsaldana@rpvca.gov
Rental Pricing Per Billing Cycle Quantity Price Extended
64x12 Mobile Office(60x12 Box) 1 $800.00
ADA/IBC Ramp-w/switchback 1 $357.00 $357.00
ADA/IBC Step w/Canopy 1 $100.00 $100.00
Minimum Lease Billing Period: 39 Total Recurring Building Charges: $800.00
Billing Cycle: 28 Days Subtotal of Other Recurring Charges: $457.00
Total Recurring Charges Per Billing Cycle: $1,257.00
Delivery&Installation
Fuel Surcharge Delivery 1 $125.10 $125.10
Fuel Surcharge Return 1 $125.10 $125.10
CA Transport Delivery Fee 1 $100.00 $100.00
CA Transport Return Fee 1 $100.00 $100.00
Ramp-Delivery& Installation 1 $1,600.00 $1,600.00
Ramp-Knockdown&Return 1 $1,300.00 $1,300.00
Essentials Material Handling 1 $490.33 $490.33
Tiedown-Asphalt Removal 12 $36.24 $434.88
Delivery Freight 1 $695.00 $695.00
Block and Level 1 $232.86 $232.86
Teardown 1 $150.00 $150.00
Return Freight 1 $695.00 $695.00
Tiedowns into asphalt 12 $93.76 $1,125.12
Total Delivery&Installation Charges: $7,173.39
Final Return Charges*
Due On Final Invoice*: $0.00
Total Including Recurring Billing Charges,Delivery,Installation&Return**: $56,196.39
Comments
*This project was priced at regular wages(non-prevailing/non-union/non-PLA wages)assuming level and accessible site. Data capability,air
purifier,and window/door security included. Items will show on first invoice for inventory purposes.Applicable taxes and/or fees are not
included and will be listed on the initial invoice.
*Please note this quote does not account for any Permits and/or Pilot Cars that may be required for delivery.
Summary of Charges
Model: MO6412 Quantity: 1 Total Charges for(1)Building(s): $56,196.39
Page 1 of 3
Williams Scotsman,Inc. Your WillScot Representative Contract Number: 1562738
VV I LLSCOT Aaron Zabel, Sales Representative Revision:7
Phone:(559)498-5905 Date:November 11,2021
Email:aaron.zabel@willscot.com
Toll Free:800-782-1500
Insurance Requirements Addendum
QTY PRODUCT EQUIPMENT VALUE/BUILDING DEDUCTIBLE PER UNIT
1 M06412 $31795.00 $3000.00
Lessee: CITY OF RANCHO PALOS VERDES
Pursuant to the Williams Scotsman Lease Agreement and its Terms and Conditions("Agreement"),a Lessee is obligated to provide insurance
to Williams Scotsman, Inc. ("Lessor")with the following insurance coverage:
1. Commercial General Liability Insurance:policy of combined bodily injury and property damage insurance insuring Lessee and
Lessor against any liability arising out of the use,maintenance,or possession of the Equipment.Such insurance shall be in an amount
not less than$1,000,000 per occurrence,naming the Lessor as Additional Insured and Loss Payee.
2.Commercial Property Insurance:covering all losses or damage, in an amount equal to 100%of the Equipment Value set forth in the
Lease providing protection against perils included within the classification and special extended perils(all"risk"insurance),naming the
Lessor as Additional Insured and Loss Payee.
Commercial General Liability Insurance
Lessee is providing Commercial General Liability Insurance in accordance with the requirements set forth in the Lease Agreement and Lessee
shall provide a certificate of insurance in the manner and within the time frame set forth in the Agreement. If Lessee fails to deliver the required
certificate of insurance, Lessee understands and agrees that the Lessor has the right to impose a missing insurance certificate fee.
Commercial Property Insurance
Lessee is providing Commercial Property Insurance in accordance with the requirements set forth in the Lease Agreement and shall provide a
certificate of insurance in the manner and within the time frame set forth in the Agreement. If Lessee fails to deliver the required certificate of
insurance, Lessee understands and agrees that the Lessor has the right to impose a missing insurance certificate fee.
FOR INFORMATIONAL PURPOSE ONLY:Please forward this document to your insurance carrier.
Page 2 of 3
Williams Scotsman,Inc. Your WillScot Representative Contract Number: 1562738
WI LLSCOT Aaron Zabel, Sales Representative Revision:7
Phone:(559)498-5905 Date:November 11,2021
Email:aaron.zabel@willscot.com
Toll Free:800-782-1500
Clarifications
*Final Return Charges are estimated and will be charged at Lessor's prevailing rate at time of return.**All prices exclude applicable
taxes.All Lessees and Leases are subject to credit review.In addition to the stated prices,customer shall pay any local,state or
provincial,federal and/or personal property tax or fees related to the equipment identified above("Equipment"),its value or its use. Lessee
acknowledges that upon delivery of the Equipment,this Agreement may be updated with the actual serial number(s),delivery date(s),lock
serial number(s),etc,if necessary and Lessee will be supplied a copy of the updated information. Prices exclude taxes,licenses,permit fees,
utility connection charges,site preparation and permitting which is the sole responsibility of Lessee,unless otherwise expressly agreed by
Lessor in writing.Lessee is responsible for locating and marking underground utilities prior to delivery and compliance with all applicable code
requirements unless otherwise expressly agreed by the Lessor in writing. Price assumes a level site with clear access. Lessee must notify
Lessor prior to delivery or return of any potentially hazardous conditions or other site conditions that may otherwise affect delivery,installation,
dismantling or return of any Equipment. Failure to notify Lessor of such conditions will result in additional charges,as applicable. Physical
Damage&Commercial Liability insurance coverage is required beginning on the date of delivery. Lessor is not responsible for changes
required by code or building inspectors.Pricing is valid for thirty(30)days.
Please note the following important billing terms:
• In addition to the first billing period rental and initial charges,last billing period rent for building and other recurring rentals/services
(excluding General Liability Insurance and Property Damage Waivers),v�ill b billed on the initial invoice.Any amounts prepaid to Williams
Scotsman will be credited on the final invoice.NET 25 DAYS I) I
• Invoices are duej t,with a twenty(20)day grace period. Inter-- :- ::: -: :•- : :•AS.
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• Invoices are du4an-r�eeetpt,with a twenty(20)day grace period-.-tete --- • a- ;a: -: :: a.-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.All 1)-F
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(5-5-2401/22/21;
leeeted - - ' - • - - •-. • . . - -: . . - • ::• . .. . .. .. tions)in their entirety,which are incorporated herein REVISE
by reference and agrees to lease the Equipment from Lessor subject to the terms therein.Although Lessor will provide Lessee with 3/9/2
a copy of the General Terms&Conditions upon written request,Lessee should print copies of this Agreement and General Terms&
Conditions for recordkeeping purposes.Each party is authorized to accept and rely upon a facsimile signature,digital,or electronic
signatures of the other party on this Agreement.Any such signature will be treated as an original signature for all purposes and
shall be fully binding.The undersigned represent that they have the express authority of the respective party they represent to enter
into and execute this Agreement and bind the respective party thereby.
Invoicing Options(select one)
[ ]Paperless Invoicing Option [ ]Standard Mail Option
Williams Scotsman prefers electronic invoicing,an efficient, Customer prefers to receive paper invoice via mail. Fees may
convenient and environmentally friendly process.To avoid fees, apply. Invoices will be mailed to:
provide us with the proper email address for your invoices
30940 HAWTHORNE BLVD
Corrected Email PALOS VERDES PENINSULA,California 90275
Address: Enter a new billing address:
Signatures
Lessee: CITY OF RANCHO PALOS VERDES Lessor: Williams Scotsman,Inc.
Signature: -� - Signature:
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Title: Mal-o r Title:
Date: 3/2.z 2.2P Date:
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PLEASE RETURN SIGNED AGREEMENT TO:LAXLeases@willscot.com
APPROVED AS TO FORM
SIGNATURE: Z(�,L�t�%lin /4.14
Page 3 of 3
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Additional floor plans available. Floor plans and specifications may vary from those shown and are subject to in-stock availability(Especially exterior door placement)
• Size • Electric • Heating and Cooling
• 64' Long (including hitch) • Fluorescent ceiling lights • Thermostatically controlled central
• 60' Box Size • HVAC unit
• 120/240 volt single phase electric
•
• • Supply ducted
• 8?Ceil'id •
Ceiling height 100 amp breaker panel
• Exterior Finish/Frame
• Interior Finish • Windows/Door
• Wood siding
• Paneled walls • Horizontal sliding windows • I beam or c-channel frame
• Vinyl tile floors •
Steel door with commercial grade lock • Standard drip rail gutters
• T grid ceiling
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Customer Signature
Mobile Oice 64 x 12
WI LLSCOT I 1 WI LLSCOT
WILLIAMS SCOTSMAN,INC.("WILLSCOT") LEASE AGREEMENT TERMS&CONDITIONS(11/22/2021)
Revised(03/09/22)for CITY OF RANCHO PALOS VERDES
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:
"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.
"Modular Equipment"shall mean the trailer(s)and/or relocatable,modular,and/or other prefabricated structure(s)supplied by Lessor.
"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.
"Equipment"shall collectively mean the Modular Equipment and the Ancillary Products provided to Lessee by Lessor under this Lease Agreement.
2.True 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.
3.Commitment of Resources.By signing this Lease Agreement,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;and b)storage related charges attributable to failed delivery
4.Delivery;Acceptance; Delay.Within three(3)business days 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 fault or request of Lessee 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 15%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 except due to Lessor's uncured default.
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 without cause,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. Lessee shall not be liable for any early termination fee if the Lease is terminated and the Equipment is
returned after at least twenty-six(26)Billing Cycles. 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.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,provided that there shall be no increase of Final
Return Charges if Equipment is returned within the thirty-nine(39)billing period term,but if returned after the thirty-nine(39)billing period term then costs may
increase to current market value. 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.
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,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),I
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 risk.WILLIAMS SCOTSMAN 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 Ha'ardous Materials,as such term 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 Order Agreement plus all applicable Taxes and Fees in accordance with Section 14 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,
Page I 1
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. PAYMENT TERMS ARE NET TWENTY-FIVE(25)DAYS PLUS TWENTY(20)DAYS GRACE PERIOD
FROM RECEIPT OF INVOICE.Lessee shall provide explicit payment application directions with each and every payment.In the absence of such explicit directions,
Lessor may apply any payment from Lessee against any obligation due and owing by Lessee.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. Lessor shall have no liability for injury,death or property damage due to the negligence or willful misconduct of Lessee,and/or any other third parties,
conditions existing at Lessee's site and/or other conditions beyond Lessor's control.
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.Lessee's responsibility for the Equipment begins immediately upon delivery. Unless Lessee has elected in writing to participate in Lessor's Property Damage
Waiver Program and/or Commercial General Liability Program and pays the required additional fees, 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 plus the grace period;
(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 shall
provide Lessee written notice of said Event of Default and ten(10)days to cure.If Lessee does not cure the Default within ten(10)days of receiving written notice,Lessor 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 proceeds 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 effected
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,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,alteration
of the Equipment,use of the Equipment for a purpose for which it was not intended,vandalism,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,RELATED TO THE EQUIPMENT AND ANY MAINTENANCE OR REPAIR WORK PERFORMED BY LESSOR INCLUDING ANY WARRANTIES
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OF MERCHANTABILITY,SUITABILITY,OR FITNESS FOR A PARTICULAR PURPOSE.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. NOTWITHSTANDING
ANY OTHER PROVISION HEREIN,NEITHER PARTY SHALL HAVE ANY LIABILITY FOR 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,OR ANY OTHER CAUSE OR FACTOR.NOTWITHSTANDING THE FOREGOING,
LESSOR'S RIGHT TO RECOVERY OF THE RENTAL MONIES FOR THE MINIMUM LEASE TERM,IN THE EVENT OF LESSEE'S UNCURED DEFAULT IN
ITS PERFORMANCE OF ITS MATERIAL OBLIGATIONS,SHALL NOT BE CONSIDERED A CONSEQUENTIAL,INCIDENTAL OR PUNITIVE DAMAGE BY
THE PARTIES.
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.(j)this Lease
Agreement shall be governed by and interpreted under California 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 Los Angeles County,California.Lessor hereby reserves its common law right of offset.Lessee hereby waives any and all rights to or claims of sovereign
immunity.(k)If either party to this Lease Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Lease
Agreement,the prevailing party in such action or proceeding,in addition to any other relief which any be granted,whether legal or equitable,shall be entitled to reasonable
attorney's fees,whether or not the matter proceeds to judgment.(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.(m)Each party is hereby authorized to accept and rely upon documents in paper or electronic format.(n)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 take precedence.CITY OF RANCHO PALOS VERDES(Rev 03/09/22)RAS
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