BELYEA COMPANY, INC.
MASTER EQUIPMENT LEASE AGREEMENT
Section 1
Lessee shall also be responsible for paying a sum equivalent to any sales or use tax applicable to this transaction imposed by any governmental body. On out of state or 48 contiguous United States rentals, Lessee is responsible for direct payment of such taxes or other duties or fees to the applicable state or other governmental taxing body.
Section 2
If Lessee intends to add additional electrical load to the lines connected to Lessor’s equipment other than listed above, he shall first notify Lessor of the intended increase, prior to connection. The Lessor shall then promptly review and determine whether the increased electrical load will overload the leased equipment and if so, then Lessee shall not connect the additional load to the leased equipment.
Section 3
The equipment herein will not be removed from location as listed in the “Project Name & Location” section above, nor will it be sold, transferred or disposed of or assigned or be subject to any unpaid charges, including taxes, owed to any subsequent interest of a third person created or suffered by the Lessee voluntarily or involuntarily unless the Lessor consents, in advance, in writing, to such charge, transfer, removal disposition of or subsequent interest. Lessor will not unreasonably delay approval or rejection of Lessee's request.
Section 4
The Lessor or Lessor’s designee shall have the undeniable right to visit, inspect, review, examine or test the equipment covered by the lease at any time. Lessee will not withhold this right and will grant approval within 8 hours and no longer than 24 hours from Lessor's request. Should escorts or the like be required the same will be provided at no cost to the Lessor. It is understood the Lessor may inspect the equipment at any time to protect Lessor's interests or to satisfy Lessor's desire to inspect for any reason.
Section 5
Lessee will sign and execute alone or with Lessor any document or procure any document, including subordination agreement from persons with interests in the real estate if the equipment is to become fixtures or part of the real estate, and pay all connected costs, necessary to protect the Lessor's interest against the rights or interests of third persons, and will reimburse Lessor for any action to remedy a default which Lessor elects pursuant to any action it might take. Further, the Lessee will shield Lessor and Lessor's equipment from any landlords' liens should that equipment be placed upon leased property. The equipment will remain Lessor's and Lessee shall properly identify the equipment so as not to mislead the landlord or confuse landlord as to whose equipment is Lessee/Lessor's.
Section 6
Each party (each an “Indemnifying Party”) shall be liable to and indemnify the other Party, its employees, agents and contractors (each in “Indemnified Party”) for any injuries to third parties or damage to third party property, and, the Indemnifying Party shall, at its expense, defend and hold the Indemnified Party harmless against and from any claims raised by a third party in connection with or arising from the actions or omissions of the Indemnifying Party, its employees, agents and contractors. In the event such injury or damage is caused by the joint or concurrent fault, negligence, omission or willful act of the Indemnifying Parties, the loss or damage shall be borne by each Party in proportion to the extent that its fault, negligence, omission, or willful act contributed to the damage sustained by the third party.
Section 7
Lessee understands and agrees that said equipment remains the property of Lessor and that the failure of the Lessee to return said equipment is a default hereunder, for whatever reasons.
Section 8
Lessee agrees to pay Lessor for any loss or damage to said equipment while in his custody and to return said equipment in the same good condition as when received and to maintain said equipment and to repair or replace lost, damaged or broken parts at his own expense or to reimburse Lessor for any such replacement, repairs, or other expenses resulting from Lessee's use of said equipment, except for normal wear from standard use. Prior to Lessee making any repairs or other modifications to equipment Lessee must obtain written permission from Lessor. If Lessor agrees, Lessor will not unreasonably delay the approval with time being of the essence. Further, should delivery, repairs, adjustment, service or replacement, exchange or removal be required during the lease, Lessor shall make arrangements in accordance with section 6 of the lease or as otherwise deemed necessary by the Lessor, should Lessee's site require standby craft labor while Lessor or Lessor's designee performs the work. All costs for standby labor costs for whatever reason are Lessee's total responsibility without limit of any kind and will not impede Lessor's operation.
Section 9
This contract represents the entire agreement between the parties hereto and there are no collateral or other oral agreements or understandings. Should the equipment malfunction, break or otherwise become inoperative, Lessor has the right to repair or replace the equipment at Lessor’s option. Upon notification and determination of the repairs or replacement needed, Lessor’s responsibility is to, with reasonable haste, make the repair or replacement at the Lessor’s expense. Should Lessee’s needs require extra expense due to time restrictions, Lessee shall bear the extra expense of the work. In any event, Lessor is not responsible for any liquidated or punitive damages as a result of any malfunction or failure in any way. However, should the malfunction or failure occur within the initial 24-hour rental period, Lessor's sole responsibility is to return the rental fee less any retainage, freight charge or other out of pocket expense. (Lessor may elect to have a subcontractor do the work required as deemed necessary but the same terms apply.) It is understood Lessor is only responsible for direct repair costs, and any peripheral expenses are Lessee's including but not limited to the aforementioned expenses and exchange transportation cost if needed.
Section 10
Lessee shall be responsible for the full value of this equipment while leased or under Lessee’s care, custody, and control, including in transit from Lessor's storage site or Lessor's designee’s storage site. Lessee may self-insure provided Lessee can demonstrate to Lessor’s satisfaction that Lessor’s interest is protected equal to an insurance company in the form of an irrevocable letter of credit or other form of guarantee acceptable to Lessor. Should Lessee desire to utilize insurance, Lessee shall procure and maintain during the lease a form of insurance that is equal to inland marine/boiler & machinery insurance that insures 100% of the Lessor’s interest in the goods on an all-risk basis with no exclusions in place. The lessor shall be listed as an additional insured loss payee with no deductible applying whatsoever.
In addition to the insurance for the leased equipment coverage, Lessee shall list Lessor as an additional named insured providing broad form liability coverage for at least $500,000 per incident with a 1 million minimum aggregate while equipment is in Lessee’s care, custody, and control. Further, should Lessee desire not to self-insure prior to Lessee taking possession of said equipment, Lessee shall arrange for the required insurance coverage by an authorized agent of an insurance company. The insurance coverage shall provide for 30 days written notification to be given Lessor prior to any cancellation or material change of part, or all of the coverage.
The cancellation notice on standard certificates shall be modified contain the following language:
- The described policies in this agreement cannot be cancelled or materially changed before the stated cancellation date.
- The issuing company will notify Lessor in writing 30 days prior to this event.
Section 11
Should Lessee rent or lease the equipment to a third party and the third party provided insurance coverage (full or partial) the third-party insurance shall be primary, and Lessee’s insurance will be secondary, however Lessor’s interest is protected in whole as listed above.
Section 12
Upon Lessee's failure to pay under this agreement or any other breach or default under this agreement, Lessor may without any notice to anyone anywhere, enter upon Lessee's premises or other temporary location to take possession, disassemble, assemble, and collect the equipment and upon repossession at Lessor's sole option:
- Lease all or part of the equipment to any third person upon such terms as Lessor shall determine, or
- Sell all or part of the equipment at public or private sale and/or remove from premises and return to Lessor's premises.
In either event, apply the amount recovered to Lessee's rent due or will become due after first deducting the reasonable expenses of retaking, holding, preparing for lease or sale, selling and the like, as well as the reasonable attorney's fees and legal expenses incurred by the Lessor.
Section 13
Should repairs or service be required, the same will be performed by Lessor or at Lessor's option by others approved by Lessor in writing prior to the repair or service. Repair, service or associated down time is part of the lease period. Lessor at Lessor's option may elect to replace the unit in accordance with paragraph 11 should repairs not be feasible; however, the lease term remains unchanged.
Service shall be in strict accordance with Lessor’s operating and maintenance manual unless approved by Lessor in writing in advance of the rental period. Any damages or warranty associated problems due to improper or lack of maintenance will be billed and collected from the Lessee by the Lessor without exception.
Section 14
All rental charges are due the day of pickup of unit at belyea company’s yard or other location. Delivery time whether by lessor’s or others is part of rental period. Lessor will at its sole discretion grant lessee 28 days (or less) to process initial payment. Subsequent rental payments are due every 28 days.
Any payment received after the initial grace period or after the rental period will be subject to 2% per month as part of the service charge (24% per year) and any discounted rates will be voided, and full rate will apply. (This option is at the lessor’s discretion.)
Section 15
It is further understood and agreed that after the grace period had passed and payment is overdue, lessor without warning or notice may at its sole discretion take possession of the equipment and remove the same, returning it to Lessor’s yard with all recovery costs, reasonable attorney fees and incidental charges due and payable from lessee, or lessor may lease or sell the equipment to a third party without regard to the lessee's position.
Section 16
Should the equipment be returned damaged, partially useable, or otherwise in lessor’s sole opinion no longer suitable for rental purposes, lessor will notify lessee immediately and will decide with lessee’s concurrence to replace or repair. The rental period will continue until the equipment is repaired and becomes in lessor’s sole opinion of rentable nature again, at which time the rental period will end. If replacement is required, a loss of use fee will be negotiated to cover the lessor, inc. Master equipment lease shortfall for replacement equipment to arrive. All repair or replacement costs and additional rental charges are the responsibility of the lessee, regardless of where possession, delivery or use of the equipment took place.
Section 17
It is understood and agreed by Lessee that this lease and transaction took place in Northampton County, Pennsylvania, United States of America, under Pennsylvania law, any suits for collection, breach of contract or any other dispute as a result of this lease shall be adjudicated in Northampton County, Pennsylvania.
Section 18
Should the lessee’s account become overdue the lessor shall have the right to receive 24% interest per year or part thereof and court costs for collection of the amounts due. And reasonable attorney fees.
Section 19
Should Lessee engage Lessor in concert with this equipment lease (or otherwise) to perform certain repair, replacement, upgrade or new construction (additional work) on Lessee's premises or other location that would in effect become part of the real estate, it is expressly understood and agreed that this additional work will remain under full ownership of Lessor and not become part of real estate until paid for in full for same. If the payment for same is delayed longer than 45 days, the 24% interest rate is applicable and Lessor will add the additional work to the lease at a non-negotiable rate for leasing the same until payment is made for the additional work, and the original leased equipment is paid in full, as a penalty for delayed/late payment.
Section 20
Lessee understands and agrees without reservation that the issue of a purchase order or other like document to Lessor from Lessee or Lessee's designee and reference of same by Lessor in this lease does not in any way change or modify any terms or conditions of Lessor’s lease except when the parties have agreed to change by written amendment. Said document is solely and strictly for Lessee to process payment of any and all charges that are due and payable, during the duration of the initial lease or extension thereof or upon return for any cleaning, repair, or replacement costs that Lessor deems due and owing under terms of lease.
Section 21
I/we, the undersigned, agreed to lease above-described equipment from Lessor, Inc. and upon acceptance of this proposal by said Lessee, I/we agree to the terms and conditions stated herein and which terms and conditions shall govern the letting and hiring of the equipment. The lessor has the unchallenged right by law to seek judgment should any default occur.
Section 22
Should lessee's account become overdue, lessor shall have the right to receive 24% interest per year or part thereof and reasonable attorney fees and court costs for the collection of any amounts due.