LEASE AGREEMENT TRAILER, MACHINERY, EQUIPMENT (For Commericial Use Only) Date: Lessee: Address: Phone: Fax: Lessor: Transport Refrigeration Co. P.O. Box 82456 Portland, OR 97282 Authorized by: Title: (503) 288-5811 fax (503) 288-5812 e-mail [email protected] (“Lessor”) hereby leases the property identified below to ____________(SEE ABOVE)_______________, (Lessee) With offices at ________________________________________________, and Lessee hereby leases the property from Lessor, subject to the term and conditions hereof. Unit No: Start Date: Remarks: Trailer/Container No.: Minimum Term: License: Approximate End Date: State: (If space is insufficient, attach separate schedule bearing initials or signature of both parties) Available power, unit, plugs and cords, and the following extras and accessories: DIESEL, EL-1ph , 3-ph , EXT-CORD # , PIG-TAIL # , BUCK-N-BOOST# , TRANSFORMER #  DOCK & STAIRS #  EXTRA DUNNAGE  PALLET JACK #  LOAD LOCKS  COLD CURTAINS  OTHER (EXPLAIN) Notes: Before entering into this lease, Lessee selected or inspected the property and the acceptance thereof by Lessee shall constitute acknowledgement that the property has been found by lessee to be in good, safe, and serviceable condition. 1. 2. Rent: (a) _____________/day, ____________/day-weekly rate, _____________/day-monthly/4 weeks (extra days above month at monthly rate divided by 30 days)(day, week…indicate which) payable in advance to the order of the Lessor unless otherwise agreed ______ [initial] and subsequent rental payments shall become due and payable at the following times: _____________________________________________________________ (ie: not later than the 10th day of the following month of invoice billing period) All rents not paid when due shall bear interest after maturity at the highest lawful rate until paid. (b) Mileage for move-in and move-out at ____________ per mile, or at ____________ for move-in and ____________ for move-out, as agreed. Arrangement for fueling at location, cost per gal plus $.15/gal, or call Fuel Source direct. (c) Optional Equipment Charges ____________________, as agreed. (d) Lessor provides guaranteed maintenance for the refrigeration unit. Lessor and Lessee agree that this Trailer is to be primarily used for Refrigeration Cold Storage and that if Lessee uses or plans to use the trailer for “Over the road” uses, Lessee will provide proof of insurance for the coverage of any expense cause by such use and will indemnify and hold Lessor harmless from: (a) any loss or damage Lessor may sustain as a result of any damage to or loss of the Trailer due to any cause, including without limitation, collision, fire. lightning, theft, explosion, flood, windstorm or Act of God; (b) any loss or damage Lessor may sustain as a result of the death or injury to, or damage to the property, including cargo, of any third person as a result, in whole or in part, of the use or condition of the Trailer, (c) any loss, claim liability, damages, expenses or actual or alleged, of the Trailer or the failure, actual or alleged, of Lessee to use and maintain the Trailer as provided under this Agreement and in compliance with Applicable Laws, unless such loss or damage arises from Lessor’s intentional misconduct; and (d) may claim, lien or liability arising from work performed on or for materials supplied in connection with the operation or maintenance of the Trailer. NOTE: TRANSPORT REFRIGERATION CO. WILL NOT BE LIABLE UNDER ANY WARRANTY OR THEORY OF LIABILITY FOR ANY PRODUCT, SPECIAL INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF TIME, INCONVENIENCE, OR COMMERCIAL LOSSES. 3. MAINTENANCE.. During the term of this lease and any renewal thereof, lessee will take proper care of said leased property, shall not permit same to be 4. 5. 6. used or operated by incompetent or unqualified persons or subject to careless or needless rough usage, shall pay for all damage and injury to said property, shall be responsible for and pay all cost of storage and of upkeep, and will make, at lessee’s own expense, any and all repairs and will supply and pay for any and all parts and accessories for any and all damage caused by lessee’s negligence or accidents. Lessee will call Transport Refrigeration Co. any time the equipment does not operate properly, to report any damages, and will allow the employees of Transport Refrigeration Co. access to the equipment in order to check and perform services to the equipment in order to maintain the highest levels of performance. LOCATION. Lessee agrees not to remove said leased property or any thereof, from the job address set forth above unless lessor’s written consent is first obtained. Special Use: Lessee hereby signs __________________________________, date ________________________________, that lessee has written permission to use the equipment over the road, that lessee has provided lessor with a certificate of insurance for physical damage coverage, lessor names as loss payee-add’s insured and a copy of liability policy for personal injuries. LESSEE’S RIGHT TO ASSIGN-SUBLET. Lessee may not assign or sublet said leased property without lessor’s written consent first obtained. LESSOR’S RIGHT ON TERMINATION. Upon termination for any reason and in any manner whatsoever of this lease, or of any renewal hereof, lessor shall be entitled to the immediate possession of said leased property and lessee agrees forthwith to deliver same to lessor at lessor’s address above, complete and in the same appearance, good order and condition, reasonable wear and tear alone excepted; should lessee fail so to do, lessor shall have 7. 8. 9. rights set forth in Section 15 hereof. Lessee’s liability for said rental shall continue until said leased property is delivered to lessor, or in possession thereof is recovered by lessor, in the condition aforesaid. INDEMNITY. Lessee further agrees to defend, at lessee’s own expense, any and all actions brought against either or both parties hereto for damages to persons or property caused by the leased property or by its operation and agrees to hold lessor free and harmless of and from any and all claims and demands that may arise or be occasioned to any person or to any property by or through the use of the leased property during the term of this lease or any renewal hereof. LEASE ONLY. No agreement for the sale of said personal property to lessee has been made or is to be implied. ADDITIONAL PROVISIONS 10. TITLE. Title to said personal property is and at all times shall remain in lessor; any equipment, replacements, repairs or Accessories placed upon or 11. 12. 13. 14. 15. 16. 17. attached to said personal property shall become a component part thereof as soon as installed or attached, and title thereto shall be vested in lessor forthwith and included under the terms of this lease; if said leased property is in any manner attached to real estate, it shall nevertheless remain property of lessor. FREEDOM FROM LIENS. Lessee agrees not to permit said leased property to become subject to attachment, execution or other process or to be used for any unlawful or illegal purpose or for hire; not to create or permit to be created or filed any lien, adverse claim or security interest or any character against the same, without the written consent of lessor first obtained. TAXES. Lessee agrees to pay all license fees, use and other taxes and assessments of every character connected with, levied or assessed against said property, this contract and the indebtedness represented hereby. Any sums payable by lessee under the terms hereof which are not paid by lessee but are paid by lessor shall bear interest at the highest lawful rate until repaid and said sums with interest shall be repaid to lessor forthwith on demand. LABELS. If lessor supplies label plates or other markings showing lessor’s ownership of said property, lessee shall affix same to said property; if such markings are already attached, lessee shall not disturb same; lessee shall keep such labels or markings prominently displayed at all times. COMPLIANCE WITH STATE AND LOCAL LAWS. At all times lessee will observe and comply with all laws, rules and regulations relating to the use, possession and maintenance of said property. This lease shall be governed and construed by the laws of the state named in lessor’s address appearing in location used section. LATE PAYMENTS. Lessor’s acceptance of part or late payments shall not constitute or be construed as a waiver of lessee’s default or as a waiver of time as the essence to this contract or of any subsequent defaults or lessee hereunder. DEFAULT AND LESSOR’S REMEDIES IN EVENT THEREOF. Time is of the essence of this contract and if lessee should default in the performance of any of the terms or conditions hereof, or in the payment, when due, or any sum herein required to be paid, or if lessor with reasonable cause deems the said leased property in danger of loss, misuse or confiscation, or in the event of any misrepresentation or materials falsity or any certificate or statement made or furnished by lessee, whether or not in connections with this lease or in the event of any insolvency or bankruptcy proceeding brought against lessee, or if lessor deems lessor’s position insecure, lessor shall have and may exercise each and all of the remedies granted by law and at lessor’s opinion, may declare all unpaid rents for the then unexpired term of this lease immediately due and payable, shall have the right to immediate possession of said property and may enter any place or premises where the same or any thereof may be found and remove same, in which event lessee waives any trespass and right of action by reason of such entry and removal. ATTORNEYS FEES. In the event suit or action is instituted to collect any sum or sums of money due hereunder or to replevy said property or to recover damage for loss of or injury or damage to said property, the losing party in said suit or action to statutory costs and disbursements, (1) the successful party’s reasonable attorney’s fees to be fixed by the trial court and (2) on appeal, if any, similar fees in the appellate court to be fixed by appellate court. 18. GENERAL 18.1 Lessor makes no warranties, express or implied, and assumes no responsibility for the condition of the leased property or for any inadequacy thereof. 18.2 No waiver by lessor of the nonperformance or violation of any condition of this lease or of any default hereunder shall be construed to be or operate as a waiver of any subsequent nonperformance ,violation or default 18.3 Should lessor transfer lessor’s interest in this lease and/or in said leased property, all of the terms herein set forth for lessor’s benefit shall insure to the benefit of lessor’s assignee and each right herein given to the lessor shall accrue to and may be exercised by lessor’s assignee hereof. 18.4 Notices to lessee relative to this lease shall be deemed delivered if mailed to lessee’s address first appearing on this agreement; five days from date of mailing shall be deemed a reasonable notice. Notices delivered at said address by messenger shall be effective immediately . 18.5 All the terms and conditions herein contained shall apply and inure to and bind the heirs, executors, administrators, successors and assigns of the respective parties hereto, subject, however, to the above restrictions against assignments hereof by lessee . 18.6 In construing this lease, the singular includes the plural and all grammatical changes shall be made so that this lease shall apply equally to individuals or corporations. If the undersigned is a corporation, an officer authorized to do so has executed this lease . 19. REFRIGERATION CARE AND MAINTENANCE. Lessee shall be responsible for checking oil and water levels (diesel units) every 24 hours and monitor unit operation (performance temperature control) recommended every 4 hours. Transport Refrigeration Co. to be notified with any noticeable discrepancy as soon as possible. Lessee shall not modify, bypass or otherwise change the unit configuration at any time and shall be deemed negligent if any such modifications are allowed on the unit while the lease is in effect. Unit service and maintenance shall be performed by Transport Refrigeration Co personnel only. NOTE: TRANSORT REFRIGERATION CO. WILL NOT BE LIABLE UNDER ANY WARRANTY OR THEORY OF LIABILITY FOR ANY PRODUCT, SPECIAL INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF TIME, INCONVENIENCE, OR COMMERCIAL LOSSES. IN WITNESS WHEREOF, the parties have executed this lease on this, the day and year first written. Transport Refrigeration Co.. Lessor Lessee By By Received by Date: Date Date: