
Terms and Conditions
1. TERM OF AGREEMENT: The term of this Agreement shall be for the Minimum Lease Period specified above. Lessee may request Compact to remove the Equipment prior to fulfilling the Minimum Lease Period; however, Lessee will remain obligated for charges through the Minimum Lease Period. Following expiration of the Minimal Lease Period the terms and conditions of this Agreement shall continue in force until the lease is terminated by agreement of the parties, default, or as otherwise provided herein. Lessee shall provide Compact four (4) weeks written notice of the anticipated date of expiration of the lease. Upon expiration of the term of the lease, the applicable Equipment shall be returned to a location deemed acceptable by Compact, in the same condition as when delivered to Lessee, ordinary wear and tear from use thereof excepted. Lessee shall allow Compact to store the Equipment at the designated jobsite for a maximum period of thirty (30) days following expiration of the lease at no cost or expense to Compact.
2. LEASE PAYMENTS: Lessee shall pay all lease payments, (including lease for Equipment and crew) in advance within thirty (30) days of invoice date, without deduction for Equipment down-time, set-off or counterclaim or for any other reason, commencing when the lease term begins and continuing until the lease term ends. Except and to the extent explicitly stated otherwise herein: (i) Monthly Equipment lease payment rates are based on a 30-day calendar month. (ii) Partial months lease will be prorated based on a 30-day calendar month. (iii) Use of the Equipment more than the stated hours included per month shall be billed at stated Equipment OT rate. Crew lease payment shall be subject to all terms, conditions, and additional wages and charges of the applicable local union contract. Lessee shall pay all lease payments to Compact at the address set forth or to such other address as Compact may designate in writing. Invoices must be paid within thirty (30) days of billing, Lessee agreeing time is of the essence. Any bill not so paid shall accrue 1% interest per month, equal to 12% annually. Lessee shall pay all costs and expenses, including reasonable attorney's fees (unless prohibited by law) incurred in enforcing this Lease, collecting any amounts due hereunder, or in repossessing the Equipment.
3. ASSIGNMENT OR SUBLEASE: Lessee shall neither assign this Agreement nor sublease the Equipment without Compact's prior written consent.
4. TITLE: All Equipment shall remain the sole personal property of Compact, and title thereto shall remain in Compact exclusively, and nothing in this Agreement shall be deemed to have the effect of conferring any right or title whatsoever in or to the Equipment upon or to Lessee, other than as a lessee thereof. Lessee shall keep the Equipment free from any liens or claims. Lessee shall do or permit no act or thing whereby Compact's title or rights in or to the Equipment may be encumbered or impaired.
5. EQUIPMENT CONDITION, INSPECTION, MAINTENANCE, REPAIRS AND RECORD KEEPING REQUIREMENTS: Lessee shall effect and bear the expense of all necessary inspections, maintenance, adjustments and repairs required by the Equipment operators manual and by law, and shall maintain the Equipment at Lessee's expense in good working condition (including making all repairs occasioned by any accident). Lessee shall be responsible for performing all normal basic service, including filters, lubricants, lubrications, protection against freezing and restoration of parts affected by abnormal exposure. While Compact shall have the right to inspect the Equipment at any time during normal business hours, Lessee agrees that Compact has no control over the operation, use, maintenance, or repair of the Equipment when it is in Lessee's possession, supervision or control (or in Lessee's subcontractors' possession, supervision or control). Compact shall have prompt access to the Equipment to properly maintain and repair same if Lessee fails to do so or upon Compact's demand, all at Lessee's cost. Compact retains the right to make or direct all repairs occasioned by any accident, all at Lessee's expense. All repairs must meet manufacturer specifications. OSHA regulations pertaining to the equipment require daily, monthly (or other periodic) and annual inspections. Lessee is solely responsible for conducting these inspections and for otherwise ensuring that the Equipment meets, and is operated in accordance with, OSHA requirements and ANSI Standards. Compact may furnish any of the following items with the Equipment: crane logbook; operator's manual; fire extinguisher; and load chart. Lessee will be charged a replacement fee equal to the cost to replace each missing item not returned with the Equipment. Lessee shall keep a written record of all inspections and shall be responsible for maintaining the crane logbook while the Equipment is in Lessee's or its subcontractor's possession. Lessee shall be solely responsible for any liability arising out of or relating to Lessee's failure to maintain inspection records and crane logbooks. Upon request by Compact, Lessee shall forward exact duplicate copies of all records and reports to Compact. To meet Lessee's obligations herein, Lessee may elect to hire Compact to perform certain inspections, maintenance, or repairs to the equipment, subject to the terms and conditions of Compact's Equipment Service Agreement. Lessee understands and agrees that its election to enter into an Equipment Service Agreement with Compact does not alter, amend, or eliminate Lessee's obligations under this paragraph. Unless set forth in a Compact Equipment Service Agreement between the parties, Compact shall have no obligation or duty to inspect, test, repair or maintain the equipment while the equipment is in Lessee's or its subcontractor's possession.
6. ACCIDENTS: Lessee shall immediately notify Compact of any accident involving the Equipment, including but not limited to,
personal injury and/or property damage arising from the transportation, possession, use, maintenance, or repair of the
Equipment so that Lessor's ability to investigate the accident is not prejudiced. Compact shall have immediate access to all
investigation(s) reports conducted or performed by the Lessee or any of agents, and right of retrieval and repair of, the
Equipment. Lessee shall not remove equipment or components from site. Compact shall make or have the right to direct all
repairs occasioned by any accident at Lessee's expense. All repairs shall meet manufacturer specifications and approval. Lessee shall immediately deliver any summons, pleading, notice or paper of any kind involving any claim, suit or proceeding relating to any accident or event involving the Equipment to Compact. Lessee shall not aid or abet the assertion of any such claim, suit or proceeding and shall fully cooperate with Compact in investigating and defending the same.
7. DAMAGE TO EQUIPMENT: Lessee shall immediately notify Compact following discovery of any damage to the Equipment. Lessee shall bear the sole risk of all theft, loss, damage, or destruction of the equipment and shall defend, indemnify, and hold Compact harmless from any loss or theft or damage or destruction to the equipment howsoever caused during the lease term. All repairs to the equipment occasioned by damage during the lease term shall be at the expense of Lessee. Compact reserves the exclusive right, at its option, to effect repairs to the equipment with the cost and expense of such repairs to be the responsibility of Lessee. All repairs must be authorized by Compact. All repairs must meet manufacturer specifications and the Equipment must be certified by the manufacturer. If Compact determines that the returned Equipment has been subjected to damage, excess wear and tear, concrete splatter or improper usage, Lessee agrees to pay Compact upon demand all costs to restore or repair the Equipment, ordinary wear and tear from normal use excepted. Lessee exclusively bears risk of loss or damage to the Equipment, accidental or otherwise (excluding latent manufacturing defects) including but not limited to, fire, flood, theft, comprehensive losses, collision, rollover, and Acts of God. Compact and Lessee acknowledge and agree that the insured value(s) stated on the face hereof shall be used to determine the value of the Equipment in order to establish the amount of the loss or damage thereto. Lease charges shall not be applied to loss or damage claims. The Lease term shall continue to run while the Equipment is being repaired and shall continue to run until all repairs are completed and paid.
8. TRANSPORTATION CHARGES: The Equipment will be shipped or transported F.O.B. Compact's yard. Lessee shall be responsible for all costs and expenses associated with the loading, unloading, installation, erection, climbing, dismantling and transportation of the Equipment and shall pay all freight, demurrage, storage, switching, drayage, trucking, or other transportation charges involving the Equipment.
9. TECHNICAL ASSISTANCE: Compact, if requested by Lessee in writing, may provide Lessee with technical assistance concerning the erection and/or dismantling of the equipment pursuant to Compact's Tower Crane Erection/Dismantling Agreement and/or provide Lessee with technical assistance concerning the maintenance and/or repair of the equipment pursuant to Compact's Equipment Service Agreement. If Compact is requested by Lessee to provide a Technician to assist customer's erection or dismantling crew, the Technician will only provide technical support with respect to the Equipment's operating functions
necessary to complete the task and Compact shall not be responsible for planning, engineering, supervising, or coordinating the
erection or dismantling of the crane. The customer must coordinate said activities with other contractors or subcontractors as
well as obtain any permits, road closures or site accommodations needed to erect, climb, or dismantle the equipment. Customer is responsible to consider conditions, delays or unexpected disruptions that may affect the erection, climbing or
dismantling process.
10. NO LIABILITY OF COMPACT: Lessee agrees that Compact shall not be liable to Lessee for any loss, claim, demand, liability, suit, cost, judgment, award or expense of any kind, caused or alleged to be caused, directly or indirectly by the Equipment or by any inadequacy thereof for any purpose, or by any defects therein or in the use or maintenance thereof, or by any repairs, servicing or adjustment thereto, or by any delay in providing, or failure to provide the same or by any interruption or loss of service or use thereof, or any loss of business or any damage whatsoever and howsoever caused or any failure of Compact to notify Lessee of any manufacturer's recall of the Equipment . Lessee fully releases Compact and its employees, agents, servants, officers and shareholders from any claim for damage, injury or death arising from the use, manufacture, operation, condition, or possession of the Equipment and any action or inaction of any of the crew or any employee, agent, servant, officer or shareholder of Compact whether within or outside of their scope of employment, except for willful misconduct. In no event whatsoever, shall Compact be liable to Lessee or any third party for indirect, punitive, consequential, special, incidental or damages in connection with Agreement, including but not limited to (i) Equipment down time charges or back charges, or (ii) damages arising from or relating to the selection, inspection, acceptance, erection, climbing, use, dismantling or operation of the Equipment.
11. GOVERNING LAW; WAIVER: The laws of the state of the jobsite location shall govern this Agreement (excluding its conflicts of law provisions). Headings are provided for convenience only, and not for interpretation of this Agreement. Compact and Customer are independent contractors of each other, and Customer shall not be deemed to be the agent, servant, or employee of Compact for any reason or purpose. No failure of Compact to enforce performance of any terms or covenants, or failure to exercise or delay in exercising any right under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. If any provision of this Agreement is held to be invalid or illegal by a court of competent jurisdiction, the invalid or illegal term will be deemed excluded from this Agreement and will not invalidate the remaining terms of this Agreement.
12. INDEMNIFICATION: TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW. LESSEE SHALL DEFEND. INDEMNIFY AND HOLDHARMLESS COMPACT, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES FROM: (I) ALL LIABILITY FOR WAGES, TAXES, INSURANCE CONTRIBUTIONS. OTHER SUCH PAYMENTS. BENEFITS UNDER ANY WORKMEN'S COMPENSATION LAWS (UNDER WHICH ANY EMPLOYER IMMUNITY HEREUNDER SHALL BE WAIVED BY LESSEE) OR SIMILAR LAW AND EMPLOYER'S LIABILITY CHARGES OR OTHER SIMILAR EXPENSES REFLECTING LESSEE'S EMPLOYMENT OF PERSONNEL. INCLUDING WITHOUT LIMITATION. PERSONNEL WHO ERECT. OPERATE. MAINTAIN. REPAIR OR DISMANTLE THE EQUIPMENT; AND/OR (II) ALL CLAIMS DEMANDS, LIABILITIES, SUITS, JUDGMENTS, LOSSES OR AWARDS OF ANY KIND OR NATURE WHATSOEVER, WHETHER ALLEGED OR ACTUAL, WHENEVER AND WHEREVER ARISING, ARISING FROM THE MANUFACTURE. ERECTION. OPERATION. ASSEMBLY. DISASSEMBLY. POSSESSION. USE OR CONDITION OF THE EQUIPMENT. INCLUDING BUT NOT LIMITED TO DAMAGE TO, LOSS OF AND/OR INJURY TO ANY PERSON OR PROPERTY INCLUDING THE DEATH OF ANY PERSON (INCLUDING BUT NOT LIMITED TO EMPLOYEES OF COMPACT. OR LESSEE AND ALL THIRD PARTIES). TO THE MAXIMUM EXTENT ALLOWABLE BY LAW. LESSEE SHALL BE REQUIRED TO DEFEND. INDEMNIFY AND HOLD HARMLESS COMPACT FOR COMPACT'S OWN NEGLIGENCE OR FAULT. WHETHER THE NEGLIGENCE OR FAULT OF COMPACT BE DIRECT. INDIRECT OR DERIVATIVE IN NATURE AND WHETHER THE DAMAGES CLAIMED ARE CAUSED IN WHOLE OR IN PART BY THE ACTS. ERRORS OR OMISSIONS OF COMPACT OR ITS EMPLOYEES TOGETHER WITH ANY CLAIMS FOR BREACH OF EXPRESS OR IMPLIED WARRANTY AND/OR PRODUCT DEFECT. LESSEE SHALL BE RESPONSIBLE FOR ALL FEES. COSTS AND EXPENSES ARISING OUT OF OR RELATING TO (I} AND (II) ABOVE. INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS' FEES. LESSEE'S OBLIGATION TO DEFEND. HOLD HARMLESS AND INDEMNIFY COMPACT AS PROVIDED HEREIN SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. IT IS EXPRESSLY AGREED THAT THIS INDEMNIFICATION. HOLD HARMLESS AND DEFENSE CLAUSE APPLIES TO BOTH THIRD-PARTY CLAIMS AND ALL CLAIMS BETWEEN COMPACT AND LESSEE.
13. WAIVER OF WORKERS COMPENSATION IMMUNITY: Lessee agrees that this Agreement was entered into upon the express
request of the Lessee. Notwithstanding the date of the Authorized Signature, this Agreement and the defense, indemnification
and hold harmless provisions contained herein shall be deemed to have been executed on the date of the Lessee's request or
the date of delivery, whichever is the earlier, and shall be further deemed to have been executed prior to the date of any occurrence giving rise to any defense, indemnification or hold harmless obligation. Lessee's defense, indemnification and hold
harmless obligations hereunder shall not be limited by the provisions of any Worker's Compensation Act or similar statute and
shall include, without limitation, the obligation to defend, indemnify and hold Compact harmless with respect to any claim on
account of injury to or death of persons, including the employees of Lessee and the Lessee's subcontractors and suppliers arising directly or indirectly out of the acts or omissions to act of the Lessee irrespective of whether the party to be indemnified was concurrently negligent, whether actively or passively.
14. INSURANCE:
• Lessee, at its expense, shall take out, carry, and maintain the following insurance during the term of this Agreement:
• Comprehensive General Liability, including contractual liability, protecting the interests of both Compact and Lessee against liability for property damage and personal injury or death arising out of the selection, inspection, acceptance, transportation, erection, climbing maintenance, repair, use, dismantling operation and/or control of the Equipment with limits of liability no less than $2,000,000/$2,000,000, or $2,000,000 CSL
• Inland Marine All Risk Coverage (Physical Damage Insurance), with any overload or boom exclusion deleted, for the full replacement value of the Equipment as indicated herein, protecting the interests of Compact or Loss Payee
• Umbrella Liability with limits of liability of no less than $3,000,000
• Evidence of Worker's Compensation with an "All states" endorsement, in accordance with applicable state and federal law
• To the fullest extent allowed by applicable law, all insurance required hereunder shall be deemed primary, and where applicable, non-contributory, insurance of Compact, and shall name Compact and successors as Additional Insureds/Loss Payees, as applicable, (except Worker's Compensation) with Compact having no obligation to pay premiums or deductibles. The insurance shall be maintained with responsible insurance companies of recognized standing and shall provide that the coverage hereunder may be altered or canceled only after not less than thirty (30) days prior written notice to Compact. No "Other Insurance" provisions shall be applicable to Compact or its insurers by virtue of having been named an insured party under these policies. Lessee shall furnish Compact with certificate(s) of Insurance evidencing such coverage ten (10) days prior to delivery of the equipment. To the fullest extent allowed by applicable law, Lessee hereby waives and agrees to have its insurers waive any rights of subrogation against Compact and its insurers. Lessee irrevocably assigns to Compact all rights to receive proceeds of All Risk Physical Damage insurance, directs any such insurer to pay all proceeds of such insurance directly to Compact and irrevocably authorizes Compact to endorse Lessee's name to any draft for the proceeds and to make, settle and compromise all claims. Lessee's agreements to indemnify and hold Compact harmless from any liability, damage, and loss are in addition to and not an alternative to, these insurance provisions. To the fullest extent allowed by applicable law, Lessee's insurance will be primary and noncontributory with regard to any claims caused by the acts or omissions of Compact. Lessee shall furnish to Compact certificates of such insurance. Compact shall be made loss payee on the All-Risk Physical Damage insurance and an additional named insured on the Public Liability and Property Damage insurance and said policies shall apply as primary and non-contributory insurance.
15. DEFAULT; TERMINATION:
• Termination by Compact. If, during the term of this Agreement, one or more of the following shall occur; (a) Lessee shall be in default of this Agreement, including without limitation, default in the payment when due of any lease or other payment provided for herein; (b) Lessee shall attempt to sell, transfer, encumber or sublet the Equipment without prior written consent of Compact; or (c) Lessee shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official or for any substantial part of its property, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action in furtherance of any of the foregoing; then, in any such case, Compact may declare this Agreement in default by written notice to Lessee. Lessee shall pay Compact all costs incurred by Compact, including court costs and attorneys' fees, in connection with any efforts to collect any unpaid amounts due from Lessee. Should the project at the location designated herein be canceled or otherwise terminated and/or should Lessee's contract with Owner be terminated for any reason, Lessee will provide reasonable notice to Compact of such action and shall pay to Compact all reasonable and necessary costs and expenses incurred in connection with any demobilization. The remedies provided for herein in favor of Compact shall not be deemed exclusive but shall be cumulative and shall be in addition to all other remedies existing at law or in equity.
• Termination by Lessee. If, during the term of this Agreement, Compact shall be in default of this Agreement and such default continues for 30 days following written notice thereof by Lessee to Compact, Lessee may declare this Agreement in default by written notice to Compact.
16. COMPLIANCE WITH LAWS AND TAXES: Lessee shall comply with and conform to all laws and regulations relating to the
possession and use of the Equipment, including all OSHA laws and regulations. Any sales tax (unless collected by Compact),
use tax, or other taxes which may be applicable to the Equipment by reason of this Agreement or to the lease payments
payable hereunder shall be paid and reported by Lessee directly to Compact.
17. LIMITATION OF WARRANTIES AND REMEDIES: EXCEPTS AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPACT HAS
NOT MADE, AND DOES NOT HEREBY MAKE, NOR SHALL IT BE DEEMED TO HAVE MADE, ANY REPRESENTATION OR
WARRANTY, EITHER EXPRESS OR IMPLIED, WHATSOEVER AS TO THE EQUIPMENT, INCLUDING BUT LIMITED TO, ANY
REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESIGN OR
CONDITION OF, OR AS TO THE QUALITY OF THE WORKMANSHIP IN, THE EQUIPMENT, AND ALL SUCH REPRESENTATIONS
AND WARRANTIES ARE DISCLAIMED.
18. MISCELLANEOUS:
• No obligation of Compact hereunder shall survive the term hereof. Any cancellation or termination by the parties hereto pursuant to the provisions of this Agreement shall not release Lessee from any then outstanding obligations to Compact hereunder
• Lessee agrees that all provisions of this Agreement are separate and severable and that the impairment of any clause or provision hereof by application of law or public policy shall not impact or limit any other term, provision, or clause of this Agreement
• This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and, subject to Section 9 hereof, their respective successors and assigns.
19. COMPACT'S RIGHT TO EFFECT COMPLIANCE: In case of failure of Lessee to comply with any provision of this Agreement
including, but not limited to, Lessee's failure to pay or satisfy any taxes, liens, insurance premiums or other charges, Compact
shall have the right, but shall not be obligated, to effect such compliance in whole or in part, and all costs and expenses shall be
paid by Lessee upon demand by Compact with interest thereon at the highest lawful rate (unless otherwise mutually agreed
in writing by the parties) until all such amounts are paid in full. Compact's effecting such compliance shall not constitute a waiver
of any default by Lessee hereunder.
20. TERMS AND CONDITIONS INAPPLICABLE: TERMS AND CONDITIONS INAPPLICABLE: No terms or conditions other than those stated in this Agreement, and no agreement or understanding, oral or written, purporting to modify these terms or conditions, whether contained in the Lessee's purchase or shipping release forms, or elsewhere, shall be binding on Compact unless hereafter made in writing and signed by its authorized representative. Notwithstanding any different or additional terms
that may be contained in any of Lessee's documentation (prior or subsequent), ALL SUCH DIFFERENT OR ADDITIONAL TERMS
ARE HEREBY REJECTED and all performance by Compact is EXPRESSLY conditioned upon assent by Lessee to this Agreement.
21. ENTIRE AGREEMENT; COUNTERPARTS: This Agreement constitutes the full and complete agreement between the parties
relating to the equipment services and/or manpower provided for herein and supersedes all prior and contemporary
agreements, representations, warranties and understanding of the parties regarding the services, equipment and/or machinery
and personnel, whether oral, written, or implied. Lessee agrees that Compact has made no inducements or representations
to Lessee whatsoever except as expressly stated in this Agreement. This Agreement shall not be amended except in writing executed by duly authorized representatives of both parties. This Agreement may be signed in counterparts and delivered via electronic delivery, each such counterpart, when executed, shall be deemed an original and all of which together constitute one and the same agreement.