CARDINAL CONTAINER MANAGEMENT LLC LEASE AGREEMENT TERMS OF SERVICE
Lease. You (“Lessee”) hereby agree to lease from Cardinal Container Management LLC (“Lessor”) all storage containers identified as part of this Lease and any future substituted or added storage containers (each a “Unit” and collectively, the “Units”). These terms of service (this “Agreement”) will govern all rentals of Units from Lessor unless agreed in writing otherwise. The term of a Unit lease commences upon the date of delivery of a Unit and continues on successive 28 day periods (each a “Period”) unless either party gives the other at least thirty (30) days’ advance written notice of the intent to terminate this Agreement.
Rent and Charges. Lessee agrees to pay Lessor the monthly rental rate, delivery and return charges and all other charges, including any applicable taxes, for the use of the Unit. Lessee shall pay rent (and any applicable taxes) at the monthly rate specified in advance of the Period on the first of each month (with the first month’s rent prorated, if necessary) in US dollars by automated clearing house (ACH) direct debit transfer to Lessor’s bank account or by credit card (including any and all associated fees) designated by and pursuant to Lessor’s instructions. There will be no return of any rent payment in the event a Unit is returned to Lessor prior to the end of a Period. Lessee shall pay interest on all late payments at the lesser of (i) the rate of 1.5% per month and (ii) the highest rate permissible under applicable law, calculated daily and compounded monthly. In addition to any down payment required by Lessor (if any), Lessor may require a security deposit to be deposited with Lessor as security for full performance of all the terms and conditions of this Agreement. Lessor may, but shall not be required to, apply or any portion of any such security deposit to any obligation of Lessee hereunder. Any security deposit may be commingled by Lessor with other funds (unless otherwise required by law) and shall not bear interest. If Lessor applies a security deposit to Lessee’s obligations hereunder, Lessee shall immediately restore the same. Upon Lessee’s full performance of all terms and conditions of this Agreement, Lessor shall, at the request of Lessee, promptly return any remaining security deposit to Lessee.
Delivery, Use and Removal. Lessee shall provide Lessor an exact address and on-site contact for the delivery of any Unit. Delivery location must be easily accessible and have adequate size, clearance and structural integrity to sustain the weight and size of each Unit, delivery truck and any other related equipment. Lessee shall not move a Unit from the delivery location. Lessee assumes full risk of all damage resulting from the delivery, placement, or retrieval of a Units and Lessee releases Lessor from any responsibility for such damage or from damage resulting from complications due to delivery, placement, or retrieval. By accepting delivery of a Unit, Lessee is accepting the Unit in its “AS IS” condition. Lessee assumes all risk of loss or damage to the Unit (normal wear and tear expected) and all contents therein from any and all cause whatsoever. A Unit may only be used for the commercial purposes only of lawful domestic storage of non-toxic, non-flammable, non-hazardous items and may not be used for shipping purposes. Units may not be altered in any way, including (but not limited to) drilling holes, painting or affixing signs. Lessee is liable for all repairs to and cleaning of the Unit. If Unit is destroyed beyond repair, lost stolen or not returned, Lessee shall pay the unit replacement value plus applicable taxes upon invoice by Lessor. Lessee agrees that Lessor or Lessor’s representatives have the right to enter the premises where the Unit is located for the purpose of inspection without prior notice to Lessee whenever Lessor believes that any hazardous condition or nuisance has been created or is occurring in the Unit, or for repairs to the Unit or for inspections by governmental authorities. In the event any materials are discovered which are hazardous or constitute a nuisance, Lessor may immediately arrange for their removal and disposal at Lessee’s expense. Lessee is responsible for removing all locks and cleaning and emptying all Units prior to removal, and Lessee will be held responsible if any Unit is damaged or left in an unclean state. After removal, Lessor may remove any locks, empty Unit and dispose of property left in the Unit as provided under Indiana law, though Lessee will be liable for paying all costs incurred by Lessor in disposing of such property. Lessee shall not pledge, mortgage, sell, license, sublease, assign or otherwise encumber a Unit in any way. Lessee agrees to provide a minimum of ten (10) business days advance notice and allow a forty-eight (48) hour grace period for the removal of the Unit.
Default. Lessee’s failure to make payments timely or comply with any term and condition herein will constitute default. Upon Lessee’s default or if, if Lessee becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors, in addition to all other cumulative rights and remedies available to Lessor at law or in equity, (a) Lessor has the right to accelerate all payments due hereunder, (b) repossess any Units, (c) take any action permitted by law, (d) Lessee shall reimburse Lessor for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys’ fees, (e) Lessor, and its representatives, at Lessee’s risk, cost, and expense may at any time enter Lessee’s premises where any of the Units may be stored or used and recover the Units and (f) Lessor shall have all rights as a secured creditor under applicable law with respect to its lien in the contents of the Units, including (without limitation) denial of access the Units by the Lessee and against all property stored in the Units in accordance with applicable law. If by the expiration of the Term, Lessee does not return any Units to Lessor in the condition and on the terms and conditions of this Agreement, Lessee shall continue to comply with all the terms and conditions of this Agreement, including the obligation to pay the prorated daily rent for each day from the expiration of the term until the date on which Lessee returns such Containers to Lessor in the manner required hereunder
Lien. In addition to any liens, security interests and remedies provided by applicable law to secure and collect rent, Lessee hereby grants to Lessor a security interest and lien upon all property, now or at any time hereafter stored in any of the Units or to secure the payment of all rents or other charges payable under this Agreement now or in the future.
Insurance, Risk of Loss and Title. It is specifically understood and agreed that (a) no bailment is created hereunder and (b) Lessor is not a warehouseman engaged in the business of storing goods for hire. The exclusive care, custody, and control of Lessee’s property shall remain vested in Lessee and all property stored within any Unit by Lessee shall be at Lessee’s sole and exclusive risk. Lessor and Lessor’s representatives shall not be liable for any damage to, or loss of, any personal property arising from any cause whatsoever, including, but not limited to, burglary, fire, flood, wind, water damage, moisture damage from concrete flooring, mold, mildew, mysterious disappearance, rodents, Acts of God, explosion, or the active or passive acts, omissions or negligence of Lessor or Lessor’s representatives. Lessor is not required to carry insurance which in any way covers any loss whatsoever that Lessee may have or claim in relation to the Unit. Lessee, at Lessee’s sole and exclusive expense, shall either: (a) maintain a policy or policies of insurance to cover any loss that Lessee and/or Lessee’s insurance agent deems prudent; or (b) elect to self-insure Lessee’s property. Lessee agrees to cause its insurer to waive all subrogation rights against Lessor. Unless identified in a writing signed by Lessor as a sale, Lessee acquires no ownership, title, property, right, equity or interest in any Unit other than its leasehold interest solely as lessee subject to all the terms and conditions of this Agreement.
Local Rules and Regulations. Lessee acknowledges that Lessee’s use and placement of any Units may be subject to county, city, and local ordinances, rules and/or regulations. Lessee assumes full responsibility for identifying and complying with any ordinance, rules and/or regulation and for any fines and/or penalties, monetary or otherwise, resulting from Lessee’s use or placement of any Units in violation thereof. If an authority requires Lessor to remove any Units from Lessee’s premises, Lessor will attempt to notify Lessee of such requirement; provided, however, Lessee gives Lessor full authority to comply with such requirements and absolves Lessor of any liability for any resulting damage to Lessee’s premises or property. Additionally , if Lessee is renting or leasing the premises where any Units are located and the landlord of the premises requests that any Units be removed or relocated, Lessee gives Lessor full authority to comply with the landlord’s request and absolves Lessor of any liability for any resulting damage to Lessee’s property or the premises. Lessee further understands that should any Units be removed by any person other than Lessor, Lessee assumes all costs, including, but not limited to legal fees, and removal or storage fees that are incurred with any Unit’s retrieval and further agrees to pay Lessor for any damages that are associated with removal and storage thereof.
Limitation of Liability. IN NO EVENT SHALL LESSOR BE RESPONSIBLE OR LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES OF ANY TYPE OR NATURE WHATSOEVER AND HOWEVER ARISING, INCLUDING, WITHOUT LIMITATION, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES HAS BEEN DISCLOSED IN ADVANCE BY LESSEE OR COULD HAVE BEEN REASONABLY FORESEEN BY ANY PERSON OR ENTITY, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
Indemnification. Lessee shall indemnify, defend and hold harmless Lessor and its officers, directors, managers, members, shareholders, employees, agents, affiliates, successors and permitted assigns against any and all losses, damages, liabilities, deficiencies, claims, actions, judgements, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorney’s fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers arising out of or occurring in connection with the lease, delivery, removal or use of Units by Lessee or Lessee’s, representatives, invitees, or family members.
Disclaimer of Representations and Warranties. Lessor hereby disclaims any implied or expressed warranties, guarantees or representations of the nature, condition, safety or security of any Unit or Lessee’s intended use or any WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;. Lessee acknowledges and agrees that Lessee has made Lessee’s own determination of matters solely from inspection of the leased Units.
Governing Law, Venue and Jury Trial Waiver. This Agreement is governed by, and construed in accordance with, the laws of the State of Indiana. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Agreement and all contemplated transactions, in any forum other than the federal and state courts sitting in Indianapolis, Indiana, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts. Each party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
Miscellaneous. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each party. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties or otherwise. Lessee shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Lessor. Any purported assignment, transfer, delegation or subcontract in violation of this Section shall be null and void. This Agreement is binding on and inures to the benefit of the parties to this Agreement and their respective permitted successors and permitted assigns. This Agreement benefits solely the parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Subject to the limitations and other provisions of this Agreement, any provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. Without limiting the generality of the foregoing, the terms of this Agreement expressly exclude any of Lessee’s general terms and conditions contained in any purchase order or other document issued by Lessee.