Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Ordinance No. 13,868
ORDINANCE NO. 13,868 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AND THE CITY CLERK TO ATTEST TO A LEASE AGREEMENT WITH WILLIAMS SCOTSMAN, INC., FOR A 64' X 48' MODULAR UNIT AND ANCILLARY PRODUCTS FOR THE HEALTH DEPARTMENT; AUTHORIZING PAYMENT THEREFOR; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ******************************************************************************** BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs the City Manager and the City Clerk of the City of Baytown to execute and attest to a Lease Agreement with Williams Scotsman, Inc., for a 64' x 48' modular unit and ancillary products for the Health Department. A copy of said lease agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to Williams Scotsman, Inc., in accordance with the Lease Agreement authorized in Section 1. Section 3: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the affirm4tivevot of the City Council of the City of Baytown this the 13'' day of September, 2018. ATTEST: h L TICIA BRYSCH, City Zlerk APPROVED AS TO FORM: i , Mayor COBFSO1\LegahKarenTiles•.City Council\Ordinances\20181September 131WilliamsScotsmanOfficeSpace4HealthDepartment.doc SCOTSMAN Exhibit "A" Williams Scotsman, Inc. Your Williams Scotsman Representative 14207 West Hardy Road Greg Sims Houston, TX 77060-4615 Phone: (281)227-6572 Ext. Fax: 281-227-6572 Email: gssims@willscot.com Toll Free: 800-782-1500 Contract Number:862241 Revision: 3 Date: April 06, 2018 Lease Agreement Lessee: 13127490 Contact: Ship To Address: CITY OF BAYTOWN Drew Potts 806 W Nazro Mosquito Control 2401 MARKET ST 2401 Market St .o BAYTOWN, TX, 77520 BAYTOWN, Texas, 77520 Baytown, TX, 77520-6204 Phone: 281-420-6525 Fax - E -mail: drew.potts@baytown.org Delivery Date(on or about): 511812018 Rental Pricing Per Month Quantity Price Extended 6448 Modular (60x48 Box) Unit Number: 1 $1,502.00 $1,502.00 Minimum Lease Term: 48 Months Total Monthly Building Charges: $1,502.00 4 Other Monthly Charges: $0.00 216 Total Rental Charges Per Month: $1,502.00 Delivery & Installation Skirting Removal - Vinyl LF 216 $2.90 $626.40 Block and Level Delivery Freight Teardown Return Freight Vinyl skirting 1 $7,000.00 $7,000.00 4 $404.00 $1,616.00 1 $5,800.00 $5,800.00 4 $404.00 $1,616.00 216 $12.90 $2,786.40 & Installation Final Return Charges' Due On Final Invoice*: $0.00 Total Charges Including (48) Month Rental, Delivery, Installation & Return**: $91,540.80 Summary of Charges Model: SM6448 QUANTITY: 1 Total Charges for (1) Building(s): $91,540.80 Williams Scotsman, Inc. 14207 West Hardy Road Houston, TX 77060-4615 SCOTSMAN Your Williams Scotsman Representative Greg Sims Phone: (281)227-6572 Ext. Fax: 281-227-6572 Email: gssims@wlllscot.com Toll Free: 800-782-1500 INSURANCE REQUIREMENTS ADDENDUM QTY PRODUCT EQUIPMENT VALUEIBUILDING DEDUCTIBLE PER UNIT SM6448 Lessee:CITY OF BAYTOWN $136793.00 Contract Number:862241 Revision: 3 Date: April 06, 2018 Pursuant to Section 13 of the Williams Scotsman Lease Agreement and its Terms and Conditions ("Agreement"), a Lessee is obligated to provide insurance to Williams Scotsman, Inc. ("Lessor") in accordance with the Lease Agreement Terms and Conditions executed by the Parties 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 asset forth in this Agreement. All 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 (08-01-15) as revised by Lessee on 08-28-2019 in their entirety, which are incorporated herein by reference and agrees to lease the Equipment from Lessor subject to the terns therein. Although Lessor will provide Lessee with 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. W lams Scotsman prefers a ectronc nvoic ng, an efficient, convenient and environmentai!y frie:ldiy process To avoid fees provide us wtf the proper email address for your onvo:ces. A/P Ema: A/P Ema o^ File. Customer prefers to receive paper invoice via ma'' Fees may appy Invoices w8 be mailed to PO BOX 42dBAYTOJU tv T7[ E� nfer a new—FI111nya9Kd ss PLEASE RETURN SIGNED AGREEMENTTO: HOULeases®uviliscot.com SCOTSMAN Floorplan Williams Scotsman, Inc. 14207 West Hardy Road Houston, TX 77060-4615 Your Williams Scotsman Representative Greg Sims Phone: (281)227-6572 Ext. Fax: 281-227-6572 Email: gssims@willscot.com Toll Free: 800-782-1500 E< z Do xC �oi v 0 u V �D OJ 7 1� m r tti a Contract Number:862241 Revision: 3 Date: April 06, 2018 SCOTSMAN 060", SERVICE Williams Scotsman, Inc. 14207 West Hardy Road Houston, TX 77060-4615 Accessories Your Williams Scotsman Representative Greg Sims Phone: (281)227-6572 Ext. Fax: 281-227-6572 Email: gssims@willscot.com Toll Free: 800-782-1500 /6 11111 FX -1 ry Steps & ramps Skirting & Door & window Property & liability tie downs security programs ©' fit ID I 101 Appliances Standard Premium office Temporary furniture furniture fencing 0 f It U ft Technology HVAC Holding Portable solutions Services tanks restrooms Container shelving Container pipe Container Dumpster brackets racks lacks service Contract Number:862241 Revision: 3 Date: April 06, 2018 ® Williams Scotsman, Inc. Your Williams Scotsman Representative Contract Number:862241 ' 14207 West Hardy Road Greg Sims Revision: 3 Houston, TX 77060-4615 Phone: (281)227-6572 Ext. Date: April 06, 2018 SCOTSMAN Fax:281-227-6572 Email: gssims@willscot.com Toll Free: 800-782-1500 WILLIAMS SCOTSMAN: THE FULLY STREAMLINED SPACE SOLUTION When it's time to be productive on a project, you need temporary space that's as ready as you are. our modular solutions are complete to the last detail, so you can forget about building logistics and focus on the job at hand. One call to Williams Scotsman and you're ready to work. SIZED FOR YOU A perfect fit, from compact to spacious to stackable CONVENIENT FACILITIES 0 Optional restroom available r !n almost any unit BRIGHTEN YOUR DAY Windows and doors that keep your workspace open and well -lit 1. (D CLIMATE CONTROL ' Built-in central HVAC for year-round comfort -�� INVITING EXTERIORS Convenient and accessible add-ons, Including ramps, steps, canopies, fencing, security and more READY -TO -WORK OPTIONS FURNITURE & FIXTURES Complete selection of furniture, workplace appliances and lighting and Flooring options Our in-house selection of amenities not only outfits your space for comfort, security and productivity - it also eliminates extra work for you. FURNITURE EXTERIORS APPLIANCES COVERAGE TECH SOLUTIONS Exhibit "A" WILLIAMS SCOTSMAN, INC. LEASE AGREEMENT TERMS & CONDrnONS (08/01/2015) Revised by City of Baytown 8/28/2018 1. Eauiament; Modular Equipment and Ancillary Products Definitions. As used in this Lease Agreement, the following definitions shall apply: "Lease Aereement' The "Lease Order Agreement" and these "Lease Agreement Terms and Conditions" along with any "Addenda" 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 the stairs; railings; ramps; awnings; fencing; furniture; kitchen equipment and food service supplies including consumables; restroom appurtenances and supplies; office products; computers, printers, monitors, scanners, and other telecommunication related devices; security systems; temporary alternative heat, electric and sanitary systems; convenience items; and any other ancillary products or services which are selected by Lessee and provided by Lessor which are offered for rental with, included in, attached 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. This Lease Agreement is a true lease and not a sale. Lessee shall not acquire ownership interest in the Equipment except as may relate to Lessee's purchase of Ancillary Products which are covered by a separate, executed sale agreement and/or items which are recognized as clearly for finite consumption (ex. kitchen, restroom, and/or office supplies). The Equipment shall remain the sole personal property of Lessor even though the Equipment may become affixed to, embedded in, or be permanently resting upon real property. 3. Commitment of Resources. By signing this Lease Agreement, Lessee authorizes Lessor to proceed with the order for the Equipment. It is understood and agreed upon between the parties that Lessor, in reliance on the promises of Lessee contained herein, may be specially ordering, reserving, altering, remodeling and/or modifying the Equipment described in this Lease Agreement based on information supplied to Lessor by Lessee. Notwithstanding anything contained in this Lease Agreement to the contrary, 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 the costs incurred by Lessor for labor, materials and work executed up to Lessor's receipt of written notice of termination. 4. Delivery; Acceptance; Delay. Upon delivery, Lessee agrees to inspect and accept the Equipment. Lessee will have three (3) business days after the date of delivery to notify Lessor, in writing of any non -latent defects or deficiencies in the Equipment. Such notice shall specify each non -latent defect or deficiency in the Equipment. Unless Lessor receives timely, written notice from Lessee as set forth herein, Lessee is deemed to accept the Equipment and acknowledges that the Equipment is in good order and operating condition as of the date of delivery — free of any non -latent defects or deficiencies. Acceptance of the Equipment shall constitute Lessee's acceptance of this Lease Agreement. In the event delivery of the Equipment is delayed, through the s o 1 e fault of Lessee, for a period of more than thirty (30) days from the delivery date set forth in the Lease Order Agreement (or, if no delivery date is enumerated, from the date on which Lessor advises Lessee in writing that the Equipment is ready for delivery) Lessee agrees to pay Lessor a storage fee equal to 50% of the Total Rental Charges Per Month for each thirty (30) days period of delay until Lessee notifies Lessor in writing that the Equipment can be delivered. Payment by Lessee under this paragraph shall be due thirty (30) days after receipt of an invoice or receipt of the Equipment, whichever is later, and shall be in addition to any other rent, charges and fees due under this Lease Agreement. Fees assessed under this Section shall not affect commencement of the Minimum Lease Tenn. S. Term of Lease; Extension. The tern of this Lease Agreement begins on the date of delivery of the Equipment and ends on the last day of the Minimum Lease Term ("Term") or the Extension Period (as herein defined). Lessee has the right to cancel or terminate this Lease prior to the Expiration of the Term. Acceptance of Equipment returned to Lessor prior to expiration of the Term or any Extension Period thereof, does not constitute a release of Lessee's rental obligations. In the event Lessee terminates the Lease Agreement without cause during the Term, Lessee agrees to pay a termination/cancellation fee equal to the remaining payments for the unfulfilled 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. At the end of the Term or Extension Period, Lessee shall be responsible for any "Final Return Charges" which shall not exceed the estimated amount specified as long as lease is terminated at end of agreed upon term in the Lease Order Agreement. If lease extends past agreed upon term Lessee understands and agrees that the Final Return Charges stated in the Lease Order Agreement are estimates only and that Final Return Charges including, but not limited to, dismantle and return freight charges, will be charged at Lessor's then prevailing rate at the time of surrender. Lessor has the right to require Lessee to prepay the rental for the last month and return freight and knockdown charges. Any amounts prepaid by Lessee for rent or estimated return freight and knockdown shall be applied as a credit to Lessee's final invoice once final charges are determined by Lessor. At the end of the 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. Lessor shall give notice of the then prevailing renewal rate at least sixty (60) days prior to any Extension Period. At the end of the Term, Lessor has the right, upon notice to Lessee, to change or increase any other fee due and payable under the Lease Agreement. After the end of the Term, either party can terminate this Lease Agreement on thirty (30) days written notice. 6. Site Suitability, Inspection. Lessee shall choose a firm, level site with minimum soil bearing pressure in the appropriate pounds per square foot ("PSF") as determined by and in compliance with all local statutes, rules, ordinances, laws, building codes and regulations in the jurisdiction in which the Equipment will be located, and no more than a one inch per ten feet slope from one end to the other that is easily accessible by Lessor's standard truck/delivery equipment to locate the Modular Equipment and those Ancillary Products which are set upon/installed on the site. Lessee represents and warrants that the site is not a former landfill and Lessee has advised Lessor of any issues relating to the site or soil conditions which may impact the installation or settlement of the Equipment. Lessee shall own such site and/or have express legal authorization to locate the Equipment upon that same site. Lessee warrants and represents that it has exercised due diligence and care in the selection of the location it has designated for the placing of the Equipment, and further agrees to give directions and supervise the placement of such Equipment. Lessor assumes no liability nor offers any warranty for the fitness, adequacy of Lessee's site or utilities available at the site. Lessee is solely responsible for the site selection and subsurface conditions, including compaction, determining and complying with appropriate PSF, and environmental conditions. Unless otherwise agreed to in writing by Lessor, Lessee is responsible for verifying the presence or absence of any underground utilities in the designated site location. Prices for delivery, installation, teardown, return delivery and other "one-time" charges, due dates for delivery or installation of Equipment, demobilization and return delivery assume accuracy of the information given to Lessor by Lessee with respect to site conditions and are subject to adjustment to the extent that the timing Pagel of 5 of or physical nature of access to the site is or becomes limited, the site does not have adequate load bearing or other topographic qualities or is otherwise not properly prepared, snow or water is not removed, utilities are not correctly located or properly disconnected, provision of utilities is not timely, applicable license or permits are not provided in a timely manner, or Lessee otherwise delays completion of Lessor's work. If Lessee fails to provide a suitable site then Lessee shall pay for any resulting additional delivery, installation, and knock down and return charges, including but not limited to storage related charges attributable to delayed delivery and/or installation of the Equipment required and/or requested by Lessee. Lessor may suspend its work at Lessee's site if Lessor deems the site to be unsafe or in any way unable to accept the Equipment. Lessor is solely relying on Lessee's knowledge of the geographic area where the Equipment is to be installed including, but not limited to, seismic activity, possibility of high winds, hurricanes, tornadoes and flooding. Lessor recommends that the Equipment be anchored to reduce damage to the Equipment, injury to occupants or other persons, and the property of third parties. In the event, Lessee declines Lessor's installation of anchors, Lessor will comply with Lessee's refusal based on and in express and sole reliance on the representation and other terms and conditions in this Lease Agreement. Lessee shall not alter the manner of installation or location of the Equipment without written consent of Lessor (excluding the relocation of readily relocatable Ancillary Products within the Modular Equipment for Lessee's ease of use and convenience). Lessor shall not be responsible for compliance with any site specific requirements including, but not limited to, site security, badging, background checks, safety, and/or training requirements unless otherwise agreed to in writing by Lessor prior to the placement of the order for the Equipment. Lessor shall have the right to enter the premises and inspect the Equipment during normal business hours during the Term of this Lease Agreement and any Extension Period. LESSOR DOES NOT RECOMMEND OR SUPPORT THE STACKING OF MODULAR EQUIPMENT. DO NOT STACK MODULAR EQUIPMENT UNLESS YOU HAVE THE APPROVAL OF QUALIFIED ENGINEERING PROFESSIONALS, COMPLY WITH ALL OCCUPATIONAL SAFETY LAWS, AND OBTAIN ALL ZONING, BUILDING, AND OCCUPANCY PERMITS. NOTWITHSTANDING ANY EXPRESS TERMS TO THE CONTRARY, LESSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IF LESSEE STACKS MODULAR EQUIPMENT. 7. Use; Maintenance; Condition. Lessee has the right to peaceably and quietly hold, use, and enjoy the Equipment subject to the terms and conditions of this Lease Agreement. Lessee shall use the Equipment solely in the conduct of its business and in a careful and lawful manner. Lessee agrees not to remove existing nameplates or decals affixed to the Equipment. Lessee shall pay any and all fees, charges, and expenses and execute and comply with all laws related to or that affect in any way the use, possession, maintenance, storage, and/or operation of the Equipment while it is in Lessee's possession, including obtaining all approvals, licenses, tests, inspections, and permits (including without limitation building permits and other governmental approvals) related to the use, possession, maintenance, storage, and/or operation of the Equipment. This is an absolute net lease. Lessee is solely responsible for routine maintenance, including but not limited to janitorial services, pest control, changing of HVAC filters, light bulbs, and ballasts, cleaning (by trained and 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. At its sole cost, Lessee shall maintain and keep the Equipment clean, in good repair and safe operating condition at all times during the term of this Lease Agreement in accordance with the Williams Scotsman Service Guide, receipt of which is hereby acknowledged by Lessee. Lessee shall keep the Modular Equipment properly ventilated and shall not allow or permit any condition to exist that allows standing water to accumulate in, on, or under the Modular Equipment and/or any Ancillary Products. Damage, deterioration, or contamination of the Equipment due to water infiltration or exposure is not considered ordinary wear and tear. Lessee is solely responsible for damage due to settling. Lessor has the right to inspect the Equipment at any time and if Lessor believes the Equipment to be misused, abused, or neglected, Lessor may, with written notice, declare the Lease Agreement in default and remove and repossess the Equipment at Lessee's sole cost. Lessee shall not, without Lessor's prior written consent, make any changes, alterations, or improvements in or to the Equipment or remove any parts, accessories or attachments from it. Lessee assumes full responsibility for any Ancillary Products and/or other accessories, attachments or other items missing from the Equipment upon return. If Lessee should require Modular Equipment that meets certain local codes and/or ordinances, Lessee shall notify Lessor at the time the Modular Equipment is ordered and, to the extent that Lessor can comply and agrees to do so in writing, Lessor shall include the additional cost for compliance and the agreed upon requirements in the Lease Order Agreement. Any special requirements with respect to the Modular Equipment shall be handled on a case-by- case basis. Lessor makes no representations as to the Equipment's compliance with federal, state, municipal, or local building codes, zoning ordinances, rules, laws, or other types of regulations or use codes. 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).] 8. Hazardous Materials. Lessee shall not use, release, store, dispose of, or otherwise have present any Hazardous Materials in, on, under, or near the Equipment, unless Lessor shall have first consented in writing to such use or presence of Hazardous Materials, and such Hazardous Materials are used, stored, manufactured, disposed of, or otherwise present in accordance with all applicable laws. "Hazardous Materials" shall mean any explosives; flammable substances; radioactive materials; asbestos; paint materials containing lead; materials containing urea, formaldehyde, polychlorinated biphenyls, oil, petroleum products or byproducts; or, any other hazardous, toxic, dangerous or otherwise regulated substances, wastes, pollutants, contaminants, materials, or biological substances (including fungi, bacteria, mold, and microbial matter of any kind) whether having such characteristics in fact or defined as such under federal, state, or local laws and regulations. Ordinary wear and tear does not include damage, contamination, or deterioration to the Equipment related to Hazardous Materials. Lessee is and shall remain responsible for returning the Equipment free of any and all Hazardous Materials. Prior to the return of the Equipment Lessor may in good faith, request Lessee, at Lessor's cost and expense, to provide written evidence that the Equipment has been tested by a licensed professional and is free of Hazardous Materials. In the event Lessee does not supply such evidence within five (5) days after written request from Lessor, then Lessor may order testing at Lessor's cost. If it is determined that the Equipment is contaminated, Lessee shall pay for decontamination of the Equipment, restoring the Equipment to its condition when delivered. If it is determined that 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 11 herein. 9. Rent. Rent for the Equipment begins to accrue upon completion of delivery and set-up, if required, of the Equipment (the "Delivery Date"). Lessee shall pay Lessor, in advance, monthly rent for the Equipment on the due date at the Rate Per Month stated in this Lease Agreement during the Tenn, and at the Rate Per Month established by Lessor during the Extension Period. Unless otherwise exempt, Lessee shall be solely liable for any and all (i) sales and use, Page 2 of 5 gross receipts, transaction privilege, value added, goods and services, and similar taxes ("Sales Taxes"), (ii) ad valorem, real property, and personal property taxes ("Property Taxes"), and (iii) related 31 party fees and expenses ("Fees") (the items set forth in clauses (i), (ii), and (ii), hereinafter referred to as "Taxes and Fees"). Lessee shall pay or shall reimburse Lessor, for any and all Taxes and Fees related to the Equipment, its value, use, or operation or levied against or based upon the amounts paid or to be paid under this Lease Agreement. In the event a properly executed Sales Tax exemption certificate is presented to Lessor, Lessee will not be charged for those Taxes and Fees falling under such exemption or any other exemption conferred on Lessee by law, but will remain liable for all Taxes and Fees for which the exemption certificate does not apply. Lessee shall indemnify, defend and hold Lessor harmless against any and all Sales Taxes, including any interest and penalties thereon, if such exemption certificate is later determined not to apply to Lessee or is otherwise later deemed invalid. Property Taxes may be recovered based on any reasonable formula, including but not limited to the ratio of Lessor's total Property Tax per state over the Lessor's total estimated revenues per state. ANY AMOUNTS NOT PAID WITHIN THIRTY (30) DAYS OF RECEIPT OF AN INVOICE OR RECEIPT OF SERVICE, WHICHEVER IS LATER, SHALL BE SUBJECT TO AN INTEREST AT THE RATE SPECIFIED IN SECTION 2253.025 OF THE TEXAS GOVERNMENT CODE FOR THE PERIOD SUCH AMOUNT REMAINS UNPAID. Payments shall be effective upon receipt. The receipt by Lessor of a partial payment of any amount due to Lessor endorsed as payment in full will be deemed to be a partial payment only, and any endorsements or statements on the check or any letter accompanying the check shall not be deemed an accord and/or satisfaction, and notwithstanding said endorsements, Lessor may accept and deposit said check 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 absolute and unconditional and not be subject to any abatement, defense, or recoupment for any reason whatsoever. ELECTRONIC BILLING STATEMENTS ARE THE OFFICIAL BILLING METHOD USED BY LESSOR LESSEE AGREES TO PROVIDE A VALID ELECTRONIC MAIL ADDRESS ("EMAIL ACCOUNT") FOR PURPOSES OF RECEIVING INVOICES AND ALL LESSEE INVOICES WILL BE SENT TO SUCH EMAIL ACCOUNT. FAILURE OF LESSEE TO RECEIVE AN INVOICE THROUGH EMAIL DOES NOT WAIVE ANY OF LESSEE'S OBLIGATIONS HEREUNDER IF LESSEE REQUIRES A PAPER INVOICE, LESSEE WILL MAKE SUCH REQUEST IN WRITING TO LESSOR LESSOR'S PREFERRED PAYMENT METHOD IS AUTOMATED CLEARING HOUSE ("ACH"). 10. No Liens. Lessee, at its sole cost and expense, agrees to keep the Equipment free and clear of any and all claims, liens, security interests, encumbrances, or attachments not arising out of Lessor's acts including but not limited to mechanics' and materialman's liens. 11. Loss, Damage. Lessee assumes the risk of all loss and damage to the Equipment from all causes, including loss of use. 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 in accordance with Section 17; 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 unless tax exempt (together the "Total Loss Amount"). Upon Lessor's receipt of the Total Loss Amount, Lessee's lease obligation will terminate. Lessor will transfer available documents of ownership of the Modular Equipment to Lessee unless Lessor agrees to dispose of the Modular Equipment along with any destroyed Ancillary Products at Lessee's 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. Lessee's obligation to pay Lessor amounts pursuant to this Section I I shall be binding upon Lessee in accordance with the terms hereof. 12. Insurance. Lessee's responsibility for the Equipment begins immediately upon delivery. Lessee is self-insured and shall provide a letter confirming that the city has general liability and property coverage consistent with the following throughout the entire Term and/or Extension Period: (A) General Liability Insurance: A policy of combined bodily injury and property damage insurance insuring Lessee 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. 13. Defaults: Remedies. (A) Lessee shall be deemed to be in default hereunder, if any Event of Default is not cured within thirty (30) days after Lessee's receipt of notice from Lessor. The following events shall be "Events of Default": (1) Lessee shall fail to make any payment due hereunder within ten (10) days after its due date; (2) Lessee shall fail to perform or observe any other term, covenant, or condition of this Lease Agreement; (3) Lessee shall have abandoned the Equipment or is no longer entitled to keep the Equipment at its delivered location; (4) any representation or warranty of Lessee shall have been untrue in any material respect when made, or, any information submitted by Lessee to Lessor shall be false or misleading in any material respect; or (5) Lessee shall have defaulted under any other agreement with Williams Scotsman. (B) Upon the occurrence of an Event of Default, which remains uncured after the period described hereinabove, Lessor may declare this Lease Agreement to be in default, and thereafter may exercise any one or more of the following remedies: (1) Declare the rent for the Term, any Extension Period thereof and all other unpaid rent, fees, taxes, and charges including, but not limited to, delay/storage fees and/or termination charges for which the Lessee is liable under this Lease Agreement due (2) Repossess, retake, and/or retain any or all of the Equipment free of all rights and claims of Lessee with notice, without legal process or judicial intervention, and without releasing Lessee of any term, covenant or condition provided herein; (3) Sell or otherwise dispose of any or all 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 Williams Scotsman; and/or (5) Exercise any other right or remedy available to Lessor at law or in equity. 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. In the event Lessor shall repossess or retake the Equipment and there shall be in or attached to such Equipment any property owned by or in the custody or control of Lessee, then Lessor must give Lessee written notice of Lessor's possession and location of such property and provide a period of at least ten (10) working days to make arrangements to repossess the same. Thereafter, if any such property is not claimed or arrangements for repossession made by Lessee within ten (10) working days after Lessor repossesses or retakes the Equipment, such property will be deemed abandoned by Lessee, and Lessor shall have the right to dispose of it. 14. Return of Equipment, Termination of Lease. At the end of the Term or any Extension Period, Lessee shall make the Equipment available to Lessor, without impediment, (impediments including, but not limited to, ramps, steps, and/or landscaping added by parties Page 3 of 5 other than Lessor) at the Delivery Address shown in the Lease Order Agreement or any other address to which Lessor has previously provided written approval of relocation of the Equipment. Any impediment to pick- up of the Equipment may result in additional charges to Lessee. 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 and expenses associated with the immediate pick-up of the Equipment. Lessee acknowledges and agrees that all amounts for return freight, knockdown and dismantle will be billed by Lessor to Lessee at the Lessor's rates then in effect on the date of surrender. The Modular Equipment shall be returned to Lessor in the same condition as delivered to Lessee, reasonable ordinary wear and tear excepted. Lessee shall pay Lessor for all missing or damaged tires, axles, or hitches. 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 agrees that prior to the return of the Equipment to Lessor or upon notice of its repossession Lessee shall, at its sole cost and expense, immediately disconnect all utilities, remove all impediments, remove all of Lessee's personal property, and vacate the Modular Equipment leaving the Ancillary Products intact and readily accessible. Lessee hereby consents to entry by Lessor or its agents upon the premises where the Equipment may be located for return or repossession of the Equipment. Lessor shall not be responsible for site restoration. Lessor shall not be liable for any damage to any personal property left in or on the Modular Equipment or for keeping or storing any personal property of Lessee left in or on the Modular 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. 15. Limited Warranty. For as long as Lessee timely makes all payments due hereunder, Lessor warrants throughout the term of this Lease Agreement that it will repair structural or mechanical defects in the Modular Equipment (excluding HVAC filters, fire extinguishers, fusestbreakers, 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 Modular Equipment. Lessor shall have no liability for the repair of any defect or condition resulting from Lessee's relocation of the Modular Equipment, utilities connection, alteration of the Modular Equipment, use of the Modular Equipment for a purpose for which it was not intended, vandalism, misuse of the Modular 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 Modular Equipment by Lessor due to a defect or condition resulting from any of the preceding causes shall result in additional charges to Lessee. LESSOR SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LIQUIDATED, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, COSTS OR EXPENSES ARISING IN RELATION TO LESSOR'S LIMITED WARRANTY, OR ANY REPAIRS PERFORMED PURSUANT TO THE LIMITED WARRANTY. EXCEPT AS SPECIFICALLY PROVIDED HEREIN, LESSOR DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE MODULAR EQUIPMENT AND ANY MAINTENANCE OR REPAIR WORK PERFORMED BY LESSOR INCLUDING ANY WARRANTIES 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. 16. Assignment NEITHER LESSOR NOR LESSEE SHALL ASSIGN THIS LEASE AGREEMENT OR SUBLET THE EQUIPMENT WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY. This Lease Agreement shall be binding upon any permitted assignee or successor of Lessee. 17. Ancillary Products. Notwithstanding anything contained in this Lease Agreement to the contrary, in the event of any conflict with respect to Ancillary Products the following terms and conditions shall apply: (a) While some Ancillary Products originate in various instances from third -party suppliers, Lessee shall nevertheless lease the Ancillary Products solely from Lessor and shall have no ownership rights or interests therein, except as may relate to Lessee's purchase of items which are covered by a separate, executed, sale agreement and/or are recognized as clearly for finite consumption (ex. kitchen, restroom, and/or office supplies). Lessee shall be obligated to pay applicable rental amounts set forth in the Lease Order Agreement for the lease of the Ancillary Products. (b) Certain Ancillary Products, including but not limited to portable bathrooms or generators, may contain or present certain hazardous conditions or materials. Lessee acknowledges that it is fully aware of the potential hazards in using such Ancillary Products and agrees to assume all risk. Lessee agrees that it shall: (i) use such Ancillary Products in a safe manner, in accordance with all manufacturers' recommendations; (ii) perform all required maintenance on such Ancillary Products that is not otherwise to be performed by Lessor pursuant to the terms of the Lease Agreement. Lessee shall utilize only trained, licensed, qualified and/or certified technicians for such repairs as required; and (iii) maintain and remove any waste or hazardous materials created by such Ancillary Products in accordance with all applicable laws, rules and regulations. (c) Lessor may require Lessee to execute a separate Addendum for certain Ancillary Products. (d) Limited Warranty. The Ancillary Products may be "New" or "Used" Ancillary Products. In the event of any defect, Lessee shall notify Lessor within fourteen (14) days of the occurrence thereof. Ancillary Products shall be subject to the specific manufacturer's warranty provisions and time period, if any, as applicable to and as available for the Ancillary Products. In any event, the liability of Lessor shall be limited solely to the repair of defects in, or, the replacement of the Ancillary Products at Lessor's sole option. Lessor shall have no liability for the repair of any defect or condition resulting from: Lessee's relocation of the Ancillary Products; utilities connection; alteration of the Ancillary Products; use of the Ancillary Products for a purpose for which it was not intended; vandalism; misuse of the Ancillary Products; excessive wear and tear, or failure to provide notice to Lessor of needed repairs or maintenance. The repair of the Ancillary Products by Lessor due to a defect or condition resulting from any of the preceding causes shall result in additional charges to Lessee. LESSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE ANCILLARY PRODUCTS INCLUDING ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE ANCH.LARY PRODUCTS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS". LESSOR MAKES NO REPRESENTATIONS WITH REGARD TO THE USAGE OR CONDITION OF THE ANCILLARY PRODUCTS. Page 4 of 5 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 (e) Lessee assumes all risk of loss and damage to the Ancillary Products from all causes. The insurance value for the Ancillary Products may or may not be included in the Equipment Value shown in the Insurance Requirements Addendum to the Lease Order Agreement for the Modular Equipment, or, covered under the Property Damage Waiver Program if Lessee is enrolled. In the event of total loss or damage to any or all of the Ancillary Products, Lessee agrees to pay Lessor the replacement value for (f) the Ancillary Products as determined by Lessor as well as any applicable Taxes and Fees. (g) The terms goveming the product description and frequency of maintenance and cleaning services to be performed by Lessor in relation to Ancillary Products shall be exclusively set forth in the Lease Order Agreement. 18. 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, (except as may otherwise be noted in Section 17(c) or as later amended as outlined in 18(c), 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, as outlined in Section 18(c). The terms of any documents submitted by Lessee or any third- party supplier of Ancillary Products (i) are superseded and replaced in their entirety by the terms and conditions of this Lease Agreement and (ii) shall otherwise have no binding effect upon Lessor, its agents, and its employees. Acknowledgement by Lessor of any Lessee - supplied documents shall be for Lessee's billing purposes only. Notwithstanding anything contained in such document to the contrary, in the event of any conflict or inconsistency between the provisions of this Lease Agreement and the provisions of any Lessee -supplied documents, the provisions contained in this Lease Agreement shall prevail. (c) Any Equipment, material or labor fumished by Lessor which is not described in this Lease Agreement and/or in the Williams Scotsman Proposal as Lessor's obligation shall be deemed "Extra Work". Lessee, with Lessor's consent, may order changes in the Equipment, material or labor to be fumished by Lessor under the Lease Agreement. Prior to Lessor performing/providing the Extra Work, Lessor and Lessee must agree in writing to any modification or addition to the Equipment, material or labor covered by this Lease Agreement as well as the corresponding changes to the Lease Agreement Total Charges and time frame for performance. All Extra Work shall be authorized by written Amendment or Change Order to the Lease Agreement signed by both parties. Lessee shall promptly pay Lessor for any additional Equipment, materials or labor authorized by Amendment or Change Order. Payment for Extra Work shall be due within thirty (30) days of receipt of the additional Equipment, materials or labor or within thirty (30) days of Lessee's receipt of an invoice therefor, whichever is later. Costs for Extra Work shall include reasonable overhead and profit as well as other related sums incurred by Lessor as may be applicable, including but not limited to: administrative costs; office expenses; expenses incurred at the Delivery Location; project manager/site superintendent time and expenses (if such personnel is supplied by Lessor); dumpster fees; temporary facilities for Lessor's use including, but not limited to, sanitary facilities and/or Field Office(s); temporary utilities for Lessor's use (if supplied by Lessor); travel and related expenses; cell phone expenses and other costs for communication; Architectural and/or Engineering expenses (if supplied by Lessor); cleanup at the Delivery Location if performed by Lessor; document/drawing reproduction costs; and/or the costs for Mail/Overnight and other delivery services. (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. (e) The obligations of Lessee under Sections 3, 4, 5, 7, 8, 9, 11, 12, 13, 14, 17, and 18, which accrue upon execution of this Lease Agreement, shall survive the termination of this Lease Agreement. (f) The failure of Lessor to insist at any time upon the strict performance of any of the terms, covenants, or conditions of this Lease Agreement or to exercise any right or remedy herein, or the waiver by Lessor of any breach thereof 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 understands and agrees that Lessor may use Lessor employees or subcontracted workers for the performance of any work related to the Equipment, as determined in Lessor's sole discretion. (h) This Lease Agreement shall be govemed by and interpreted under Texas law. Further, 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 Houston, Texas. Mechanic's and materialman's lien proceedings, including any action to foreclose on such lien, shall be govemed by the law of the state where the Equipment is located. Lessor hereby reserves its common law right of offset.. (i) 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. Any such signature shall be treated as an original signature for all purposes. 0) NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY LIQUIDATED, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, COSTS OR EXPENSES. (k) Each party is hereby authorized to accept and rely upon documents in paper or electronic format. (1) lessor may amend these terms and conditions from time -to -time and such amended terns 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. Lease Agreement Terms & Conditions, Revision 08/01/2015 Revised by City of Baytown 8/28/2018 Accepted by Williams Scotsman Inc: Legal Contract Analyst Page 5 of 5