3.05 3.5
FINANCIAL\2024\Purchase—Roller Rental Stephenson—Highway—State Contract—6-17
RESOLUTION AUTHORIZING ROLLER RENTAL FROM STEPHENSON
EQUIPMENT, INC. FOR TOWN HIGHWAY DEPARTMENT
RESOLUTION NO.: , 2024
INTRODUCED BY:
WHO MOVED ITS ADOPTION
SECONDED BY:
WHEREAS,the Town of Queensbury's Highway Superintendent has requested Town Board
approval to rent a roller from Stephenson Equipment, Inc. for five (5) months for $3,400 per month
($17,000 total) in accordance with New York State OGS Contract No.: PS69119, and
WHEREAS,the Town Board has considered this request,
NOW, THEREFORE, BE IT
RESOLVED, that the Queensbury Town Board hereby approves of the Town Highway
Superintendent's rental of a roller from Stephenson Equipment, Inc., for five (5) months for $3,400
per month($17,000 total)in accordance with New York State OGS Contract No.:PS69119 to be paid
for from Account No.: 004-5110-4620, and authorizes the Town Supervisor/Deputy Town
Supervisor, Town Highway Superintendent and/or Budget Officer to any actions necessary to
effectuate the terms of this Resolution.
Duly adopted this 17t' day of June, 2024, by the following vote:
AYES
NOES
ABSENT:
RENTAL CONTRACT
LESSOR: Stephenson Equipntent1 Inc.(a/Wa'SEI'or'Lessor' LESSEE: Town of Queensbury
Address: 3 Industry Drive Billing Address: 742 Bay Rd,'Queensbury,NY 12804
Address 2: Waterford,NY 12188 Billing Line 2:
Phone: 518-357-2200 Fax: 518-357-2201 Use Address:
Email: jlantz@stephensonequipmenLcom Email: daved®queensbuty,net;Jasons@queensbury.nat
Dale: 5131/2024 I (the'Effective Date 6/10/2024 Phone: (518)761-8209 I Fax:
Rented Item(s): Tandem Asphalt Roller Full Value of Equipment: $ 114,000.00
Make Model Serial No. Equipment No. Qty. Attachment(s)
Bomag BW141AD5 101921651042 10486 1 As equipped
All Rented Item(s) are provided full of fuel at the beginning of the Lessee is responsible for periodic maintenance, cleaning,
Rental Term, Lessee agrees to pay SEI an additional service charge servicing and oil changes,etc.during the Term. Lessee shall pay SEI
for refilling of fuel, fluids and lubricants upon return of any Rented an additional charge for any failure to return Rented Item(s)clean and
item which is not returned full of the proper fuel,fluids and lubricants. otherwise in good condition and repair,properly serviced and maintained
TERMS OF RENTAL
Rental Term: Rate: Per FOB Point: Contact Name: Contact Cell t#:
•
Day(s) $ Month Sel Jason Sanchez
Week(s) $
5 Montii(s) $
Additional Agreements(Attach and sign additional sheets as necessary): P.O.#
- NYS OGS,Contract(#PS89119)Pricing
Customer pickup and return
ADDmONAL CHARGES: hi addbon b the doges spediied above and in Sewn(23),Lessee agrees b pay al appicatfe tares ire .xfng%trout Lulalon.sobs,tee,ptpeaty,
transfer,value added,ert'torxnertd and other tares),lots,fees,Ines(including without lirnrtabon,EPA fines and penalties),d1ar9e5 aid expaases a sag from ar assoaatd w tit the
Rented(lerim(s)wit(the rernat referenced herein calming AeutIntaicrt the aod(s)d.deiverirg,minding,deanhg•repaying.mdrtainng,iturtg and dueirg each Rated tern).
RENTAL TERM:Lessee has requested that the Rented ite s)on or about the 10 day of June ,20 24 (the 'Scheduled Commencement Da-.e').
The Rental Term will begin on the'Actual Commencement Date(defined below),and will continue until the'Termination Date'as provided in Section 2.of the
following Terms and Conditions.
TERMS: Ail estimated charges for each Rental Term (cotectiveiy, 'Prepayments')are due prior to SETs release of the Rented Item(s)to Lessee(it being
understood that no such Prepayment will be deemed a limit of the Lessee's liability under this Contract).
• COMMENCEMENT:SEI wilt make the Rented Item(s)available to Lessee at SEI's place of business(the'Actual Commencement Date')on the later of:(a)the
$cheduled Commencement Date; or(b)the date Lessee delivers to SEi any and all:(i)Prepayment(s)referenced herein, and[q insurance certificates and/or
endorsements Lessor requires(Proof of insurance'),evidencing.Lessee's provision of the insurance required under the terms of Section(16)of the following Terms
and Conditions. For the avoidance of doubt(A)the Actual Commencement Date will occur on the date of actual release of the subject Rented lterr{s)by Lessor to
Lessee;and(B)Ihis Contract shall not be binding upon Lessor until Lessor's receipt and acceptance of ail required Prepayments and Proof of insurance.
RENEWALS/EXTENSIONS: This Contract will automatically renew for successive periods(of equal duration to the initial Rental Period)on each scheduled expiration
date;provided however,that SEI may.at Its sole option,terminate any such renewal period immediately upon notice to the Lessee.
SEI OCHARa GECALL�NTS DUEC AND COOMr)hereby INGDUEUNDER THISthe dRENTALPolls) O CONTRACT To ANY AND AU.co the terms sot forth In thls CREDIT OR DEBIT CARD(S)YOU PROVIDE..YOU IRREVOCABLY AND AUTHORIZE
This is a legally binding Contract.imggrtant Terms and Conditions appear on the Reverse Side or folly-ring oage(s12 through 5(lnciucEng SEI's disclaimer,as
well as the Lessee's waiver,of all lability for personal alludes and property damage,and details of the Lessees obligations),as well es any Instructions and/or Addenda Included
herewith.
NOT BEIEN ENFORCEABLE E AGAINST Et,UADDITIONAL TERMS
ESS SEPARATELY(AND SPECIFICALLY)ONCLUDING ANY APPROVED MODIFICATIONSIN WRITING B.WHETHER Y STEPHENSON EQUIPMENT,INC,OR WRITTEN,ARE HEREBY OBJECTED TO,AND
IMPORTANT.PLEASE READ CAREFULLY BEFORE SIGNING: SIGNATURE OF/FOR LESSEE:
a r youlyelfe ied d,fully understand.
d.and e and a of that r you +�r
have carefully reviewed,fully understand,and agree to all of the terms X
and conditions set forth on Pages I through 5 of this Contract
-0-----".J
f 1ncludinq without limitation. SEt's 'Terms and Conditions of Rentai Name(Printed): Al -k )e.4fv 3
Contract'), and that you have received a comptete and legible copy o.L.JID x:
of this Contract and all attachments and addenda hereto. Date: 5131/.3 5✓
Ccplirgt*0 2018,Equrpnrekterrtaroo'aactomm.M rights resenei Unatticrized ropmodx<hn anihr crattovilw ezpmesslf prctitdled•
iY
TERMS AND CONDITIONS OF RENTAL CONTRACT
For goad and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Lessee identified on Page 1 of this Contract
(hereinafter,"Lessee,'"you'and'your")and Stephenson Equipment,Inc.(hereinafter also referred to as'Lessor,"SEI,'"we;'us and'our")agree as
follows:
(1) DEFINITIONS: As used herein,"Page 1'refers to the first page or"face"of this Contract;'Contract'refers to Page 1,together with these Terms
and Conditions of Rental Contract,`Rented items)"or'ltem(s)"means the item's)rented and/or sold(as applicable)to you,as identified on Page 1;'Site"
means the'Use"address set forth on Page 1;and`Rental Day'means one perod of 24 consecutive hours for which Rent is charged hereunder.
(2) RENTAL: You agree to rent from SEI,and SEI agrees to rent to you,the Rented Items on the terms set forth in this Contract,beginning on the
Actual Commencement Date(as defined on Page 1),and ending on the earlier to occur of:(a)the dateitime the Rented Item(s)is/are returned to and
accepted by SEI as being in the required return condition;or(b)the date/time SEI notifies you thatyour rental period has ended,subject however,to S€I s
inspection and acceptance of the Item(s)upon return to or retrieval by SEI(the'Termination Date) the period from the Actual Commencement Date until
the Termination Date being referred to herein as the'Term").Upon expiration of the Term,or upon earlier termination by SEI as herein provided,SEI shall
be entitled to immediate possession of the Rented Item(s).Prior to returning the Rented Item(s)s to SEI,Lessee shaft notify SEI's Service Department to
arrange for proper check in of equipment.if possible,check-in should be done during normal shop hours.Lessee agrees to have a responsible individual
available to observe the check-in with Lessor's representative.
(3) RENTAL CHARGES: You agree to pay us our stated rental rate(s)(the'Rent'), together with all other charges accruing.hereunder,without
proration,reduction or setoff,until all Rented Item(s)is/are returned to and accepted by SEI in the return condition required under§(5)below. Rent will
be charged on the following basis during the Term:Up to 8 hours in any single period of 24 consecutive hours for which Rent is charged hereunder=1
Rental Day;3 to 7 Rental Days=1'Week;"and 21 to 30 Rental Days=1'Month"),unless otherwise separately agreed in writing bY SEI,All rental rates
are for normal use of the Rented Item(s)on a serrate-shif(basis during the Term,not exceeding 8 hours per Rental Day,40 hours per Week,and 176 hours '
per Month,in accordance with the terms hereof and the"Instructions'described in§(6).The Rent will be prorated on a daily basis for late returns and
overuse.No allowance will be made for weekends,holidays,weather delays,time in transit or any other period of nonuse..We have estimated the Rent
based on your estimate of the length of the Term(the"Estimated Rent").You agree:(a)to pay SEI:(i)the Rent specified on Page 1;and(ii)all other
amounts corning due hereunder(including the charges specified on Page 1).prior to commencement of the Term,unless otherwise specified on Page 1
or in the applicable invoice(or if no terms are specified,upon demand by I);and(b)that:(i)SEI may:.deduct any amount you owe us from any such
payment(s);and flit no such payment(s)will be deemed a limit of your liability ansing hereunder or In connection herewith,irrespective of any endorsement
or notation included on or with any payment made to SEI(even if signed and/or negotiated by SEt).Anything remaining with,in or on any Rented Item(s)
upon return to SEt will,at our option,be deemed surrendered and abandoned.
(4) DELIVERY AND RETURN: Lessee will accept full responsibility for the Rented Item(s)(including without limitation,all responsibility for personal
injuries and property damage to or arising in connection+with the Rented item(s))immediately upon SEt's release of such Rented Itern(s)at SEt s facility
(irrespective of whether such release is made directly to Lessee or to any other party for transportation to or as directed by Lessee).Except only as may
otherwise be specifically se faith on Pale 1.Lessee Will be deemed to[lave taken possesslon of all Rented hints)at SEI's facility on the Actual
Commencement Date.If SEIagrees to pprovide any services(including without limitation,delivery,setup,erection,retrieval,maintenance and/or repairs).
Lessee agrees to;(a)pay SEI's regular charge(s)therefor,and for all waiting time;(b)be present at the Site or other agreed location at the agreed time(s);
(c)ensure the Site is reasonably safe,secure,property compacted,and otherwise fit for delivery and use of the Rented (s)(including without limitation,
ground type and pressure testing and ensuring adequate surface and subsurface support is provided for all Rented Itern(s));and(d)ensure SEI's agents,
employees,representatives and deliverylinstallation_pe nel, as applicable, have full access to the Site or other agreed location. SEI will not be
responsible for,(I)testing of ground pressure,performing ground pressure calculations or properly cribbing any Rented Item(s);or(ii)any delay(s)caused
by the acts or omissions of anyother parties,including Lessee,its agents,employees and/or contractors,as well as any and allproviders of other equipment
or services('Other Providers for which Lessee hereby releases and agrees to indemnify,defend and hold harmless SEI.Lessee agrees to accept full
responsibility for all Rented items)for the entire period between the Actual Commencement Date and the date of return to(or retrieval by)and acceptance
by SEI of each Item(as being in the required return condition),even if Lessee is not then present(and if Lessee or its representative(s)isiare not then
present,Lessee agrees to accept the statements of SEI's representatives regarding the same,'Including status,condition and quantities of the subject
Rented Item(s)).All third-party deliveries of Item(s)to SEI will be FOB Destination,and all third-party deliveries from SEI will be FOB Shipping Point at
SEt's place of business(lncoterms 2010).
(5) PROTECTION OF RENTED ITEM(S): You agree to protect,properly maintain and care for each Rented Item at all times,keep it safety and
securely stored and locked when not in use,and return rt to SEi on time at the end of the Term,complete,reasonably clean,free of contaminants(including
without limitation,asbestos,beryllium and silica)and otherwise in reasonably good order,condition and repair,properly serviced and maintained,and if
applicable,full of the appropriate fuel,fluid and lubricants.If you fail to do so,you will pay to SEI:(a)Rent for each succeeding full rental period until the
Item(s)has/have been returned or replaced as required;and(b)all costs and expenses SEI may incur connection with such failure,including without
limitation,the full new replacement cost of the Rented Item(s).You will not,nor will you permit anyone else to:(i)abuse,misuse,overuse,remove from
the Site,conceal,repair,modify,damage or destroy any Rented Item(s);(ii)violate any law,policy of insurance or warranty;(iii)expose any Rented items) ,
to any flammable explosive,corrosive,or otherwise harmful or hazardous substance(s)or circumstance(s);or(iv)take possession of or exercise control
over any Rented I
tem(s),without our prior consent(which maybe granted,conditioned or withheld in our sole and absolute discretion).
(6) CONDITION AND USE: Upon your execution of this Contract(or upon your later receipt of the Item(s),unless you immediately reject it/them),you
represent,warrant,acknowledge and agree that:(a)each Item:(i)is complete(including all parts and attachments),in good repair and operating condition,
and otherwise in all ways acceptable to you;(ii)is appropriate for your purposes;(ul)was selected(not based on any recommendation by SEI)solely by
you;and(iv)has been carefully inspected,examined and tested by you;and(b)you:(i)have received,carefully reviewed and understand all training,
Instructions,user manuals,maintenance requirements,and other information,if any(including all applicable laws, rules and regulations,and all EPA, 1.
OSHA,MSHA,ASME,IBC,IEEE,.ASSE,DOT,FMCSA,IFTA,ANSi and other standards pertaining to such Item(s)(collectively,'Instructions);(ii)will
fully comply therewith(including without limitation,all applicable OSHA Crane Operator and EPA Tier i requirements and local equivalents);(iii)
have been made aware of the need to use all applicable personal protective and safety equipment;(iv)will use each Item only for the manufacturer's •
intended purpose,in a reasonable and safe manner,(v)will timely and property give all applicable notices)to,and obtain all applicable licenses,permits,
authorizations and approvals(including without limitation,those required by applicable federal,state and oval laws,rules,regulations,and%or ordinances)
from,all applicable authorities,including without limitation,governmental agencies,utilities,cable companies and the owner(s)of the Site;(vi)will advise
all local utilities and cable companies before using any Item(s)to dig or disturb the ground surface(call 811 at least 3 full business days In advance);
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(vii)will immediately cease using any Rented Hem that breaks down,malfunctions or proves defective(a`Malfunction");and(vill)will ensure that all other
authorized users fully and timely comply herewith at all times.
(7) MALFUNCTION :In the event of a'Malfunction'(as defined in§(6)),you will immediately notify SEI,and provided such Malfunction did not result
from or in connection with:(a)your breach or violation of:(I)any provision of this Contract;or(9 any applicable warranty policy of insurance;or b an
y
wrongful or negligent act(s)or omission(s)of or by you or anyone you permit to use or otherwise deal with any y Rented Item(s),we wit',at our option:(A)
repair the Malfunctioning Item;(B)provide you with a comparable item;or(C)with respect solely to the Malfunctioning Rented Item,return the unused
portion of the Rent and cancel this Contract In all other events,you shall indemnify,defend and hold harmless the'Indemnitees'(as defined in§(15))
for,from and against all liabilities,claims,damages,losses,costs and expenses(including without limitation,attorneys'fees and costs of court)ansing
from or associated with Malfunction(s).The foregoing remedies are EXCLUSIVE.Neither SEi nor any TPO will have any other obligation(s)to you or any
other party(ies)regarding Malfunctions,all of which you waive,together with any and all associated incidental and consequential damages.
(8) OWNERSHIP/SUBLEASIN Except with respect to Rented Items which TPO rents from one or more third parties(each,a'TPO')and then re-
rents to you("Re-Rented Items"),SEI owns and will retain title to all Rented Items at ail times.You will have exclusive control over the Rented Items)
during the Term;subject however to your obligation to fullyand timely comply with this Contract at all times,You SHALL NOT:(a)permit the taking or
existence of any lien,claim,security interest or encumbrance on any Rented tem(s);or(b)loan,transfer,sublease,surrender possession of,store
sell or assign any Rented Item(s)or this Contract,without our prior written consent(in our sole discretion).We may sell and/or assign all or any part of
our interests in the Rented Item(s)and/or this Contract,in which event,you will attorn to the assignee,who will not be responsible for any pre-existing
obligations or liabilities of SEi or any TPO. No Rented Item shall become a part of any building by being placed therein or by being affixed thereto.
Where any Rented Item is affixed to any real or personal property, Lessee shall promptly furnish to SEI a release executed by the owner of such
property, which shall permit SEI to remove any and all Rented Items)from said property at any time..Should Lessee delay in obtaining said release.
SEI reserves the right,and the Lessee hereby grants permission to SEI to obtain such release.Lessee shall at all times,at Lessee's expense,protect
and defend SEt's title to the Rented Item(s)against all claims,liens,encumbrances and legal processes of Lessee's creditors,or persons,and keep all
Rented Item(s)free and clear of the same.
(9) RIGHTS OF SEI: SEI may take such actions as it deems necessary froin time to protect and secure its right,title and interest in and to,and ensure
the Legal and tax compliance of,each Rented Item(including without limitation,placing one or more placards or other evidence of its ownership Interest in
or on such itern(s)),and Lessee agrees to maintain,and refrain from removing,the same. Without limiting§§(8),(9)or(20)of this Contract,Lessee
hereby grants to SEI a first priority security interest on each Item in order to secure SEI's interest therein(which interest will be deemed a"purchase
money"security interest in the event this Contract and/or any other agreement between Lessee and SEI shall be deemed to create a financing relationship
and/or any ownership Interest in favor of Lessee with respect to such Item(s))and the amounts due and coming due to SEI hereunder.Lessee agrees that
SEI may file one or more financing statements of record in order to reflect its continuing security interest in such item(s),and Lessee agrees to promptly
take such actions,and to execute and deliver to or as directed by SEI,such otherand further documents and instruments as may be necessary to give full
(effect to this§(9).
AN� ULING,CAN BE DANEGEROUS,MANT, Y MODVE SHIFT,T,TIP,OVERTURNX OR COLLND OTHER
SE PIU EQUIPMENT Y DURING SEVERE WEATHESED FOR LIFTING,TOWING,
AND/OR ON STEEP TERRAIN,AND SHOULD BE MOVED,SERVICED,MAINTAINED,REPAIRED AND USED WITH GREAT CARE ONLY FOR THEIR
JTS(f HEIR INTENDED PURPOSE(S),AND ONLY BY PROPERLY QUALIFIED,INSTRUCTED, :ERT1 IED,AND IF APPLICABLE,LICENSED,USERS,
OPERATORS AND OCCUPANTS(as more particularly described in§(11)hereof).YOU ROVIDE ALL APPLICABLE FAMILIARIZATION,
TRAINING,INSTRUCTIONS AND WARNINGS TO ALL USERS,OPERATORS AND OCCUPANTS OF THE RENTED ITEM(S),and ensure that each
such item is used safely and only:(a) or its intended urpose(s);(b)within its rated capacity;(C)unless otherwise specifically agreed by SEI on a case-
by-case basis,at the Site;(d)BY PROPERL f IN 0, A FIED.CERTIFIED AND/OR LICENSED(AS APPLICABLE)ADULTS;and(e)otherwise
in full compliance with the Instructions as well as all applicable laws,rules,regulations,insurance policies and warranties,et all times.
(11) COMPLIANCE REQUIREMENTS: Lessee agrees to fully and timely comply with all federal, state, county, municipal and local laws, rules,
standards,regulations,guidelines and ordinances relating to the use,possession,operation, transportation,loading,unloading,storage,maintenance
and/or repair of each Rented Item,including without limitation,the Instructions described In§(6). Without limiting the generality of the foregoing:
(a) Lessee will ensure that each Rented Item is operated only by persons who have satisfied(and currently satisfy and maintain)all federal,state,
county,municipal and local operator regulations and qualifications(including without limitation,all applicable crane operator standards,rules,
regulations,qualifications and certifications);
(b) Lessee understands that a valid Commercial Driver's and/or Hoisting License may be required for operation of certain Rented Item(s),and
that Lessee will be responsible,at its sole cost and expense,for ensuring compliance with any and all such requirements at all times;and
(c) Lessee shall be responsible far full and timely compliance with all United States Department of Transportation rUSD0r),Federal Motor
Carrier Safety Administration("FMCSA')and International Fuel Tax Agreement("iFTA")requirements at all times.
(12) USE,MODIFICATIONS AND REPAIRS: Lessee will not,nor will Lessee permit anyone else to(or attempt to):(a)abuse,misuse,overuse,remove,
conceal,repair,alter,modify,Improve,damage or destroy any Rented Item;(b)violate any applicable Instruction,law,policy of insurance or warran or
(c)take possession of or exercise control over any Rented Item without SEI's prior consent(which consent may be granted,conditioned or denied in bEI's
sole discretion)on a case-by-case basis. Without limiting any other rights and/or remedies available to SEi hereunder,at law or in equity,in the event of
any accident or damage to any Rented Item,Lessee may have the same repaired by any competent person,firm or corporation(using only OEM-approved
parts,materials and supplies),reasonably acceptable to SEI(but only upon prior notice to and approval of SEI)at Lessee's sole cot and expense;provided
however,that SEI may,at its sole option(and without being required to do so)elect to repair said Rented item,in which event,Lessee agrees to pay SEi
its regular charges for the same(including without limitation,the retail cost of all parts,materials and labor furnished by or at the direction of SEI in making
said repairs,plus 10%)upon demand by SEI. In the event any such repair work shall be accomplished by SEI outside of SEt's regular hours,Lessee
agrees that the foregoing charges shall include any and all additional costs incurred by SEI in connection therewith(including without limitation,overtime,
per diem and taxes)).Any and all additions and/or improvements to the Rented Item(s)shalt be deemed accessions,and will,therefore,be deemed the
property of SEI. For the avoidance of doubt,Lessee will be solely responsible for any and all costs and expenses arising from or associated
with any damage to or destruction of any Rented Item(s)and all repair/replacement costs arising therefrom or associated therewith.
((143)) CRANE OPERATION: FEDERAL,STION ATE AND/OR LOCAL JURISDICTIONS INCLUDING WITHOUT LIMITATION THE OCCUPATIONAL
CONK CTICD HEALTA CUT AND RHODE ISLAND,ANDTHE CITIES OF NEW YORK, NY AND THE STATES OF NEW aPHI'LAD LPHiAS PA, REQUIRE(OREY, j N THE FUTURE,ACHUSETTS,
MAY
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REQUIRE) THAT ALL CRANE OPERATORS BE CERTIFIED BY ONE OR MORE PUBLIC, PRIVATE, AND/OR MILITARY CERTIFICATION
AUTHORITIES.YOU AGREE TO ENSURE AT ALL TIMES THAT:(A)ALL APPLICABLE FEDERAL,STATE,COUNTY,MUNICIPAL AND LOCAL LAWS,
RULES,REGULATIONS AND ORDINANCES APPLICABLE TO CRANES(INCLUDING WITHOUT LIMITATION,THE USE,OPERATION,MOVEMENT,
TRANSPORTATION,INSTALLATION,MAINTENANCE,REPAIR AND/OR STORAGE THEREOF)ARE FULLY AND TIMELY COMPLIED WITH;AND
IN
B) ONLY INDIVIDUALS 0 MA IN CURRE Y VALID CERTIFICATIONS FROM ALL APPLICABLE GOVERNMENTAL AUTHORITIES
AND OR IS UING BODIES OPE T OR HAVE AC ESS TO ANY CRA EIS)OBTAINED FROM SEI OR ANY OWNER.14) �S_
�S". EXCEPT( SNLYS NOT HETO THE FAEXTENT OTHERWSE OR EREQUIRER OF E OF THEITEM(S)D BY APPLICABLE LAW, NEITHERFERENCED ESEINOR ANY OWNERLL OF WHICH ARE , MAKES
ANY
AR )OF MERCHANTABILITY,
SUITABILITY,FITNESS FOR ESS A PARTICULA IMPLIED R PURPOSE,EG WITHOUT NCTiON,DESIGN ANY
C4qPACITY FREELIED DOM FROM DEFECTS AND GOOD
AND WORKMANLIKE PERFORMANCE AS WELL AS ANY WARRANTY(IESI RISING FROM OR IN CONNECTION WITH_ANY COURSE OF
DEALING, COURSE OF PERFORMANCE OR USAGE OFTRADE) REGARDING ANY iTEM(S) OR SERVICE(S) PROVIDED BY OR AT THE
DIRECTION OF SEI OR ANY TPO,NOR DOES SEI OR ANY TPO MAKE ANY WARRANTY AGAINST INTERFERENCE OR INFRINGEMENT WITH
THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS,ALL OF WHICH YOU HEREBY WAIVE. NO DESCRIPTIONS OR ADVERTISEMENTS BY
SEI OR ANY OWNER CONSTITUTE REPRESENTATIONS OR WARRANTIES.
(15) INDEMNITY/HOLD HARMLESS: TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU: (A)ASSUME ALL RISKS,
INLUDING WITHOUT LIMITATION, RISK(S) OF PERSONAL AND BODILY INJURY, LOSS, PROPERTY DAMAG DESTRUCTION AND
CONTAMINATION OF,TO,AND/OR ARISING IN CONNECTION WITH,THE ITEMS)AND SERVICE(S)REFERENCED IN THIS CONTRACT,AS WELL
AS ANY AND ALL LIABILITIES,CLAIMS,DAMAGES,LOSSES,COSTS AND EXPENSES(INCLUDING ATTORNEYS'FEES)ARISING FROM AND/OR
IN CONNECTION WITH THE SELECTION, PROVISION, INSPECTION, DESIGN. MANUFACTURE, USE LOADING. UNLOADING, FUELING,
TRANSPORTATION, DEMONSTRATION. STORAGE, SERVICING, MAINTENANCE, REPAIR, DELIVERY, INSTALLATION AND/OR RETRIEVAL
THEREOF,WHETHER.OR NOT YOUR FAULT(COLLECTIVELY,'RISKS");fie)RELEASE AND DISCHARGE,AND AGREE TO INDEMNIFY,DEFEND
AND HOLD HARMLESS,SEI,EACH TPO,their parents.affiliates, partners and subsidiaries, and their respective owners,shareholders, members,
managers,officers,directors,partners,agents,affiliates,employees,insurers,subrogees,representatives,successors and assigns(each,an°Indemnitee"
and collectively,the'Indemniitees'),for,from and against all such RISKS,as well as all other liabilities,claims,damages, losses,costs and expenses
(including without limitation,attorneys'fees)arising from and/or in connection with the Rented Item(s),this Contract and/or any breach hereof by you,your
agents,employees,sublessees,successors and/or assigns;and except only as provided in§(7),ICI WAIVE all rights and remedies available under the
Uniform Commercial Code,as well as all direct,indirect,incidental,consequential,genera!,special,exemplary and punitive damages,against each and
every Indemnitee.
(16) INSURANCE: At all times during the Term, Lessee agrees to maintain, at its sole cost and expense,the following insurance policies: (a)(1)
commercial general liability("CGL')insurance(including bodily injury,property damage,personal injury and contractual liability coverage)with limits of not
less than$1,000,000 per occurrence/$2,000,000.00 aggregate,including premises liability and products and completed operations coverage;and(ii)
umbrella or excess liability coverage with minimum limits of$2,000,000.00 per occurrence and S2,000,000.00 in the aggregate;(b)Workers'Compensation
Insurance satisfying the laws of the states)which has/have jurisdiction over your employees,including U.S.Longshore Harbor coverage if and as needed
based on exposure,and Employers'Liability Insurance for odil Injury per accident with limits of not less than the greater of:(i)$1,000,000;or(ii)the
statutorily mandated minimurn(s),if any;(c)Hired Auto Physical Damage(for Actual Cash Value,and Hired Auto Liability Insurance with limits of not less
than$2,000,000 per occurrence,for any and all rented vehicles)/automobile(s);(d)"All-Risk,' Commercial Property,'"Contractor's Equipment;'and/or
'Inland Marine'Insurance(or equivalent),Including coverage for property in transit,covering all lass of.and damage to.all Rented It s)(each being
specifically scheduled or within the limits of your Leased/Rented Equipment Floater,and including without limitation,cranes, boom damage,and loss
occasioned by flood),other than rented vehicles,for the full(new)replacement cost thereof.All of such policies shall:(i)be maintained with one or more
insurers reasonably acceptable to SEI;and(ii)name SEI as an additional insured(other than with respect to Workers'Compensation Insurance).The
above referenced CGL policy shall list SEI as an additional Insured for loss or damage arising out of your use,maintenance,handling and/or possession
of the Rented Item(s),using the standard ISO form CG 20 2811 85(*Additional insured—Lessor of Leased Equipment")or its successor. The above
referenced All-Risk,Commercial Property,Contractor's Equipment,Inland Marine and Hired Auto policies,shall list SE1 as a loss payee on a'closed-
clause"basis and shall not exclude overloading.Prior to commencement of the Term,Lessee agrees to furnish to SEI complete and accurate certificates
and endorsements by one or more insurance carrier(s)acceptable to SEI:(A)confirming:(I)the existence of the above referenced coverages;(II)SEI's
status as an additional insured and loss payee thereunder(where appficable);and(III)commencement of coverage upon departure of the Rented Item(s)
from SEI's premises;and(B)specifying that such coverages MI not be cancelled during the Term.Lessee irrevocably appoints SEI as Lessee's agent
and attorney-in-fact to make claim for,receive payment of,and execute and endorse all documents,checks or drafts received in payment for,any toss or
damage under any one or more of the above referenced insurance policies or otherwise related to the Rented Item(s).SEI's insurance company shall be
subs aced to SEI s rights hereunder in the event of any damage to the Rented Items).Lessee will promptly notify SEI in the event that the Rented Item(s),
•or any part thereof,shall be lost,stolen or damaged,and subject to SEI's prior receipt of full compensation from Lessee's insurer(s),Lessee will remain
responsible,at its sole expense,for promptly paying the cost of fully restonng or replacing the subject Rented Item(s)to SE l's satisfaction.Except where
and to the extent required by automobile financial responsibility laws, SEI does not provide insurance for the benefit of its lessees,Including without
limitation, liability protection, no-fault benefits, uninsured/undennsured motorist CUMIUIM'j protection, and physical damage (comprehensive and/or
collision)coverage.If SEI is required by law to provide any of the same,Lessee hereby selects such protections)with the minimum limits and the maximum
deductible(s)permitted by law,and Lessee expresslywaives and rejects an personal injury protection("PiP'')and/or UM/UIM coverage in excess of the
legally required minimums.YOU AGREE TO PROVIDE YOUR OWN INSURANCE AS PROVIDED IN THIS CONTRACT,AND OTHERWISE IN FULL
COMPLIANCE WiTH APPLICABLE LAW,IF YOU FAIL TO FULLY AND TIMELY COMPLY WITH THIS SECTION,SUCH FAILURE WILL BE DEEMED
AN IMMEDIATE AND MATERIAL DEFAULT;PROVIDED HOWEVER,THAT SEI MAY,AT ITS OPTION TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW(BUT WITHOUT BEING REQUIRED TO DO SO)OBTAIN OTHER INSURANCE MEETING THE REQUIREMENTS SET FORTH
HEREIN AND CHARGE YOU FOR iT(ALL OF WHICH CHARGES YOU AGREE TO PAY TO SEI IMMEDIATELY UPON DEMAND BY SEI).
(17) DEFAULT AND REMEDIES:Your duties hereunder are unconditional If you or any guarantor shall:(a)fall to fully and timely honor,pay,perform
or con ly with this Contract and/or any of your obligations arising hereunder or in connection herewith;(b)provide any incorrect or misleading information
to us; c)become insolvent or bankrupt;or(d)die or cease conducting business,or if any Rented Item(s)shall be lost or damaged,you will be in default
under s Contract,whereupon,we may with or withou legal process or notice(and without liability to you),to the maximum extent permitted under
appficable law:(1)cancel the Term and/or this Contract(and/or your rights to use and possess the Rented Item(s));(ii)seek relief from stay;(iii)recover,
empty,lock,disassemble and/or disable such Item(s)without being guilty of breach,trespass or wrongful interference,or liable for any injunes or property yF
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damage(for which agree to indemnify defend and hold harmless each Indemnitee);(iv)perform your obligations hereunder on your behalf,without
being obligated to dyou
use (v)purchase replacement ttem(s);(vi)recover from you and/or any guarantor our associated direct and indirect damages,losses,
costs and expenses(including without limitation,Rent far the balance of the scheduled Term,and/or(vii)pursue any other nghts and/or remedies available hereunder,at law and/or in equity,all of whichs of i shall be attorneys' and collection costs);
LESSEE IRREVOCABLY AUTHORIZES ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR FOR AND CONFESS JUDGMENT
AGAINST LESSEE UPON ANY DEFAULT OR BREACH BY LESSEE OF ANY OBLIGATION UNDER THIS LEASE OR ANY OTHER AGREEMENT
WITH SEI,OR WiTH RESPECT TO ANY OTHER INDEBTEDNESS DUE FROM LESSEE TO SEI FOR ALL UNPAID RENT AND OTHER AMOUNTS
DUE HEREUNDER OR THEREUNDER,TOGETHER WITH INTEREST ON ALL UNPAID MD OVERDUE AMOUNTS AT THE LESSER OF: (A)
1.5% PER MONTH;OR(B)THE HIGHEST RATE PERMITTED UNDER APPLICABLE LAW UNTIL PAID IN FULL,PLUS ATTORNEYS FEES AND
COSTS OF SUIT, WITHOUT STAY OF EXECUTION, AND LESSEE HEREBY WAIVES, AND RELEASES SEI FROM, ANY AND ALL
APPRAISEMENT,STAY OR EXEMPTION LAWS THEN IN FORCE.
(18) tNSP CTIONS AND MONITORING: SEI may,without notice or lability to you,monitor and/or inspect any Rented Item(s)(in person and/or
electronically)at any lime,wherever located.You acknowledge and consent to SEI's installation in or on each Rented Item of one or more tracking and/or
monitoring device(s) including GPS and telematics systems j�enabling SEI to,among other things,monitor and collect data regarding the location(s)and
use characteristics of each such Rented Item (all of which data shall be the sole and exclusiveproperty ) and
unconditionally,assign to SEi,and otherwise waive and relinquish,any and all rights and claims theret and/or rising therrenfrrod m or n u connection therewith.
(19) OTHER RIGHTS AND REMEDIES: To the maximum extent permitted under applicable law,you hereby grant to SEI a Den for the amounts due
and coming due hereunder on all real property improved with any Rented item(s),or on which it/they may be located or used at anytime,If any performance
required of SEI is delayed or rendered impractical as a result of any act or omission of any Other Provider(s)or any Act of God'(e.g.,any event,fact or
circumstance beyond SErs reasonable control),SEI will be excused from such performance.You waive the benefits of any and all statutes of limitations
regardingg SEI's rights and remedies.All amounts due hereunder but not timely paid will bear interest at the lesser of 18%per annum,or the highest rate
perrnitted under applicable law until paid.You authorize SEI to obtain and retain your credit information and history,and to submit all amounts coming due
reunder for payment•n your debt or credit card,and you waive all claims and charnebacks with respect thereto.You agree to pay SEI the maximum
lawful charge for any check you vmte which is returned unpaid.Except only as otherwise provided herein,this Contract cannot be further amended or
extended except in a writing signed by both you and SEI. Our maximum liability In-connection with this Contract is limited to the amountfs)actually
paid by you hereunder.This Contract allocates to you the risk of injury,loss of,or damage to;persons or property arising in connection with the subject
matter of this Contract,and that allocation is reflected in a reduced purchase price or Rent.You agree to.
this Contract.Neither SEI's exercise,nor its failure or delay in the exercise,of any rights or remedies will pay
onstitute an our attorneys'
lection of res and meder ies or a waivsts of er of
any right or remedy SEI may have,all of which shall be cumulative.Your duties hereunder are UNCONDITIONAL.
(20) MISCELLANEQUS: Each transaction referenced herein shall be deemed a true("operating')lease,and not a"capital"or"finance"tease unless
otherwise expressly agreed in writing by SEI. Accordingly,unless separately and specifically agreed in writingby SEI(and only to the extent set forth In
such separate agreement),you will have no ownership interest of any kind in or with respect to any of the Item(s).This Contract,and any Credit Application,
Guarantee,and/or otherAddenda provided by SEI,represent the entire agreement between you and SEi,superseding all other oral and written agreements
and representations(including cur website and advertising)as well as any course of dealing,course of performance and/or usage of trade.Except only as
expressly provided herein,this Contract cannot be modiffied absent the express written approval of SEt.The terms of this Contract are severable,if any
provision hereof is deemed invalid or unenforceable by any court of competent jurisdiction,such provision will be modified to the minimum extent necessary
to make such provision valid and enforceable,or if no such modification shall be possible,deleted,and in either such event,the remainder of this Contract
will remain Valid and enforceable.Time is of the essence.This Contract:(a)will be deemed to apply to all Item(s)Identified on Page 1,end a!I other
terrors you obtain from SEI at any time(except only as otherwise agreed In editing by SEI);(b)has been specfically negotiated by the parties hereto ea waiting any and all rights to claim it constitutes an"adhesion contract ; c shall bind,inure fo the benefit of,and be enforceable by and against you,
Stephenson E uipment,Inc.,the Indemnitees and such parties'respective perm tted successors and assigns(there beingno other third arty beneficiaries
hereto);and(d)shall be interpreted under the laws of Pennsylvania,with proper venue for any and all civil lgal procedings commenced in connection t-
with this Contract lying solely and exclusively in the federal,state and local courts Located in or nearest to the state and county in which the SEI facility
from which you obtained the Item(s)is located.You consent and submit to such jurisdiction and venue and waive all claims that such venue lies in an
inconvenient forum. Digital,electronic,photocopied or facsimiled signatures on this Contract and/or any addenda hereto will be deemed originals.
(21) I'TEM(S)SOLD TO YOU(IF ANY): SEI may offer you a purchase option("Purchase Option)with respect to one or more Rented Item(s),which if
available,may include the application to the purchase price of a portion of the Rent paid by you hereunder(°Rental Credit").If a Purchase Option and/or
Rental Credit is/are available,it/they will be specifically identified in a separate written agreement signed by SEI.In all. other events,no Purchase Option It
and/or Rental Credit will be deemed to apply to your rental. In the event SEI agrees to sell any Item(s)to you("Sale Items"},all such Sale item(s)shall be }x deemed to be provided`AS-IS"and"W ALL FAULT ,"and shall otherwise be subject to the terms of this Contract,modified as applicable to address
sales(provided that,unless otherwise separately agree in writing by SEI,our obligations,if any,under§(7)with respect to Sale Items shall expire and F.
terminate at 5:00 p,m,local time on the 1001 day following the date of purchase). t
(22 WARNING:Wron fully obtaining the.use of property available for hire,or failingto timelyreturn suchproperty ABLE AND1O CRIMINAL PROSECUTION. may be deemed theft,resulting in ;
(23) MAINTENANCE!WEAR ITEMS: Subject to the terms of§(12)above,you will be responsible,at your sole cost and expense,for performing all required servicing and maintenance on or with respect to the Rented Item(s)at all times during the Term(including without limitation,ensunng each such
item is properly greased,sharpened,and otherwise fueled,cleaned,cooled and lubricated). Certain items)(including without limitation,shears,blade
kits and hammer points)are subject to wear and/or deterioration associated with even ordinary use("Wear Items). In addition to the"Rent'specified in§ il*.'
(3)above,you agree to pay SEI a pro rate:portion of the overall cost of repair,replacement and/or overhaul of any and all Wear Items(the'Pro Rata
Maintenance Charge')based on the number of hours used Of no log Is available,you agree to the use of a reasonable estimate of such hours provided by
SEI). The Pro Rata Maintenance Charge will be due and payable immediately upon your receipt of our invoice for the same,You acknowledge and agree
that it may not be possible to calculate the Pro Rata Maintenance Charges poor to the end of the Term. Accordingly you agree to promptly pay such Pro
Rata Maintenance Charges in full,regardless of whether the same are invoiced to you during the Term or at any time thereafter,and you hereby waive
any and all rights,claims,defenses and setoffs arising from or in connection with the timing of delivery and/or your receipt of any notice of or invoice for
such Pro Rata Maintenance Charges, )5
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