Rental Contract

DEFINITIONS

“Authorized Individuals” are those individuals that Customer directly or indirectly allows to use the Equipment, who are properly trained to use the Equipment and are not under the influence of any drugs, alcohol, substances or otherwise impaired. “Customer” is identified earlier and includes any of its representatives, agents, officers, employees or anyone signing this Contract on its behalf. “Environmental Fee” is the charge described in Section 14. “Equipment” is the equipment and/or services identified earlier, together with all replacements, repairs, additions, attachments and accessories and all future Equipment rented. “Incident” is any fine, citation, theft, accident, casualty, loss, vandalism, injury, death or damage to person or property, claimed by any person or entity that appears to have occurred in connection with the Equipment. Equipment is considered “Lost” when it is either stolen, its location is unknown, or Customer is unable to recover it for a period of 30 days. “MSLP” is the Equipment manufacturer’s suggested list price on or about the date of the Incident relating to the Equipment. “One Shift,” means not more than 8 hours per day and 40 hours per week. “Ordinary Wear and Tear” means normal deterioration considered reasonable in the equipment rental industry for One Shift use. “Rental Period” commences when the Equipment is delivered to Customer or the Site Address and continues until the Equipment is returned to the Store or picked up by Hilltide Rentals during normal business hours, provided Customer has otherwise complied with this Contract. “Site Address” is the location that Customer represents the Equipment will be located during the Rental Period identified earlier. “Store” is the Hilltide Rentals location identified earlier. “Hilltide Rentals” is Hilltide Rentals, Inc. “Hilltide Rentals Entities” is Hilltide Rentals and its affiliated companies, their respective officers, directors, employees and agents.

TERMS

Customer’s execution of this Contract or taking possession of the Equipment shall be deemed acceptance of the terms herein. All of the terms herein are incorporated into this and all past and future contracts between Hilltide Rentals and Customer upon Customer’s receipt of Hilltide Rentals’ Equipment under those contracts. Any reference in Customer's purchase order or other Customer document to other terms that shall control this transaction shall be void. Customer rents the Equipment from Hilltide Rentals pursuant to this Contract. This Contract is a true lease. The Equipment (a) is and shall remain the personal property of Hilltide Rentals and (b) shall not be affixed to any other property.

PERMITTED USE

Customer agrees that Hilltide Rentals has no control over the way the Equipment is operated during the Rental Period by Customer or any third party that Customer implicitly or explicitly permits. Customer warrants that: (a) prior to each use, Customer shall inspect the Equipment to confirm that it is in good condition, without defects, includes readable decals and operating and safety equipment or instructions and is suitable for Customer’s intended use; (b) any apparent agent at the Site Address is authorized to accept delivery of the Equipment (and if Customer requests, Customer authorizes Hilltide Rentals to leave the Equipment at the Site Address without requirement of written receipt); (c) Customer shall immediately notify Hilltide Rentals if the Equipment is Lost, damaged, unsafe, disabled, malfunctioning, levied upon, threatened with seizure, or if any Incident occurs; (d) Customer has received from Hilltide Rentals all information needed or requested regarding the operation of the Equipment; (e) Hilltide Rentals is not responsible for providing operator or other training unless Customer specifically requests in writing and Hilltide Rentals agrees to provide such training (Customer being responsible to obtain all training that Customer desires prior to the Equipment’s use); (f) only Authorized Individuals shall use and operate the Equipment; (g) the Equipment’s use shall be in a careful manner, in compliance with all operating and safety instructions provided on, in or with the Equipment and all applicable federal, state and local laws, permits and licenses, including but not limited to, OSHA, as revised; and (h) the Equipment shall be kept in a secure location.

PROHIBITED USE

Customer shall not (a) alter or cover up any decals or insignia on the Equipment or remove any operating or safety equipment or instructions; (b) assign its rights under this Contract; (c) move the Equipment from the Site Address without Hilltide Rentals’ written consent; (d) use the Equipment in a negligent, illegal, unauthorized or abusive manner, or in any publication (print, audiovisual or electronic); or (e) allow the use of the Equipment by any unauthorized individual (Customer acknowledging that the Equipment may be dangerous if used improperly or by untrained parties).

MAINTENACE

Customer shall perform routine maintenance on the Equipment, including routine inspections and maintenance of fuel and oil levels, grease, cooling system, water, batteries, cutting edges, and cleaning in accordance with the manufacturer’s specifications. All other maintenance or repairs may only be performed by Hilltide Rentals or its agents, but Hilltide Rentals has no responsibility during the Rental Period to inspect or perform any maintenance or repairs unless Customer requests a service call. If Hilltide Rentals determines that repairs to the Equipment are needed, other than Ordinary Wear and Tear, Customer shall pay the full repair charges and rental of the Equipment until the repairs are completed. Hilltide Rentals has the right to inspect the Equipment wherever located. Customer has the authority to and hereby grants Hilltide Rentals and its agents the right to enter the physical location of the Equipment for the purposes set forth herein. Hilltide Rentals shall be responsible for repairs needed because of Ordinary Wear and Tear. Customer agrees that repair or replacement of the Equipment is Customer’s exclusive remedy for Hilltide Rentals’ breach of this Section. Notwithstanding Hilltide Rentals’ service commitment, Hilltide Rentals shall have no obligation if Customer breaches this Contract to stop the Rental Period, commence repairs or rent other equipment to Customer until Customer or its agent agrees to pay for such charges.

CUSTOMER LIABILITY

DURING THE RENTAL PERIOD, CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH THE POSSESSION, CONTROL OR USE OF THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, DEATH, RENTAL CHARGES, THEFT, LOSSES, DAMAGES AND DESTRUCTION, INCLUDING CUSTOMER TRANSPORTATION, LOADING AND UNLOADING, WHETHER OR NOT THE CUSTOMER IS AT FAULT. After an Incident, Customer shall (a) immediately notify Hilltide Rentals, the police, if necessary and Customer’s insurance carriers; (b) secure and maintain the Equipment and the surrounding premises in the condition existing at the time of such Incident, until Hilltide Rentals or its agents investigate; (c) immediately submit copies of all police or other third party reports to Hilltide Rentals; and (d) as applicable, pay Hilltide Rentals, in addition to other sums due herein, the rental rate for Equipment until the repairs are completed or Equipment replaced plus either (i) the MSLP or (ii) the full charges of repairs of damaged Equipment. Accrued rental charges shall not be applied against these amounts. Hilltide Rentals shall have the immediate right, but not obligation, to reclaim any Equipment involved in any Incident.

NO WARRANTIES

Hilltide Rentals does not design or manufacture the Equipment and is not the agent of those that do. HILLTIDE RENTALS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, ITS DURABILITY, CONDITION, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES ACCEPTANCE OF THE EQUIPMENT ON AN “AS IS, WHERE IS” BASIS, WITH “ALL FAULTS” AND WITHOUT ANY RECOURSE WHATSOEVER AGAINST HILLTIDE RENTALS ENTITIES. CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH THE EQUIPMENT AND RELEASES HILLTIDE RENTALS ENTITIES FROM ALL LIABILITIES AND DAMAGES (INCLUDING LOST PROFITS, PERSONAL INJURY, AND SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES) IN ANY WAY CONNECTED WITH THE EQUIPMENT, ITS OPERATION OR USE OR ANY DEFECT OR FAILURE THEREOF OR A BREACH OF HILLTIDE RENTALS’S OBLIGATIONS HEREIN.

RELEASE AND IDEMNIFICATION

TO THE FULLEST EXTENT PERMITTED BY LAW, CUSTOMER INDEMNIFIES, RELEASES, HOLDS HILLTIDE RENTALS ENTITIES HARMLESS AND AT HILLTIDE RENTALS’S REQUEST, DEFENDS HILLTIDE RENTALS ENTITIES (WITH COUNSEL APPROVED BY HILLTIDE RENTALS), FROM AND AGAINST ALL LIABILITIES, CLAIMS, LOSSES, DAMAGES, AND EXPENSES (INCLUDING ATTORNEY’S AND/OR LEGAL FEES AND EXPENSES) HOWEVER ARISING OR INCURRED, RELATED TO ANY INCIDENT, DAMAGE TO PROPERTY, INJURY OR DEATH OF, ANY PERSON, CONTAMINATION OR ALLEGED CONTAMINATION, OR VIOLATION OF LAW OR REGULATION CAUSED BY OR CONNECTED WITH THE (a) USE, POSSESSION OR CONTROL OF THE EQUIPMENT DURING THE RENTAL PERIOD OR (b) BREACH OF THIS CONTRACT, WHETHER OR NOT CAUSED IN PART BY THE ACTIVE OR PASSIVE NEGLIGENCE OR OTHER FAULT OF ANY PARTY INDEMNIFIED HEREIN AND ANY OF THE FOREGOING ARISING OR IMPOSED IN ACCORDANCE WITH THE DOCTRINE OF STRICT OR ABSOLUTE LIABILITY. CUSTOMER ALSO AGREES TO WAIVE ITS WORKERS’ COMPENSATION IMMUNITY, TO THE EXTENT APPLICABLE. CUSTOMER’S INDEMNITY OBLIGATIONS SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT. All of Customer’s indemnification obligations under this paragraph shall be joint and several.

INSURANCE

During the Rental Period, Customer shall maintain, at its own expense, the following minimum insurance coverage: (a) general liability insurance of not less than $1,000,000 per occurrence, including coverage for Customer’s contractual liabilities herein such as the release and indemnification clause contained in Section 8; (b) property insurance against loss by all risks to the Equipment, in an amount at least equal to the MSLP thereof; (c) worker’s compensation insurance as required by law; and (d) automobile liability insurance (including comprehensive and collision coverage, and uninsured/underinsured motorist coverage), in the same amounts set forth in subsections (a) and (b), if the Equipment is to be used on any roadway. Such policies shall be primary, non-contributory, on an occurrence basis, contain a waiver of subrogation, name Hilltide Rentals and its agents as an additional insured (including an additional insured endorsement) and loss payee, and provide for Hilltide Rentals to receive at least 30 days prior written notice of any cancellation or material change. Any insurance that excludes boom damage or overturns is a breach. Customer shall provide Hilltide Rentals with certificates of insurance evidencing the coverages required above prior to any rental and any time upon Hilltide Rentals’ request. To the extent Hilltide Rentals Entities carry any insurance, Hilltide Rentals Entities’ insurance will be considered excess insurance. The insurance required herein does not relieve Customer of its responsibilities, indemnification, or other obligations provided herein, or for which Customer may be liable by law or otherwise.

RENTAL RATES

The total charges specified in this Contract are: (a) estimated based upon Customer’s representation of the estimated Rental Period identified herein (rental rates beyond the estimated Rental Period may change) and other information conveyed by Customer to Hilltide Rentals; and (b) for the Equipment’s use for One Shift, unless otherwise noted. Weekly and 4 week rental rates shall not be prorated. Rental charges accrue during Saturdays, Sundays and holidays. The rental rates do not include and Customer is responsible for, (i) all consumables, fees, licenses, present and future taxes and any other governmental charges based on Customer’s possession and/or use of the Equipment, including additional fees for more than One Shift use; (ii) delivery and pickup charges to and from the Store, including but not limited to any freight, transportation, delivery, pickup and surcharge fees listed in this Contract; (iii) maintenance, repairs and replacements to the Equipment as provided herein; (iv) a cleaning fee if required; (v) miscellaneous charges, such as fees for lost keys; (vi) fuel used during the Rental Period and for refueling Equipment as described below; (vii) fines for use of dyed diesel fuel in on-road Equipment; and (viii) a Environmental Fee and (ix) Transportation Surcharge. The convenience charge for off road diesel fuel does not include governmental motor fuel taxes or charges. Hilltide Rentals collects these fees as revenue and uses them at its discretion.

PAYMENT

Customer shall pay amounts due, without any offsets, in full at the time of rental, unless Hilltide Rentals approves Customer’s executed credit application (credit customers must pay, upon receipt of Hilltide Rentals’ invoice). Customer must notify Hilltide Rentals in writing of any disputed amounts, including credit card charges, within 15 days after the receipt of the invoice/contract or Customer shall be deemed to have irrevocably waived its right to dispute such amounts. At Hilltide Rentals’ discretion, any credit account with a delinquent balance may be placed on a cash basis, deposits may be required, and the Equipment may be picked up without notice. Due to the difficulty in fixing actual damages caused by late payment, Customer agrees that a service charge equal to the lesser of 1.5% per month or the maximum rate permitted by law shall be assessed on all delinquent accounts, until paid in full. Customer shall pay a fee of $75 for each check returned for lack of sufficient funds to compensate Hilltide Rentals for its overhead for processing missed payment. Deposits will only be returned after all amounts are paid in full. Customer agrees that if a credit card is presented to pay for charges or to guarantee payment, Customer authorizes Hilltide Rentals to charge the credit card all amounts shown on this Contract and charges subsequently incurred by Customer, including but not limited to, loss of or damage to the Equipment and extension of the Rental Period.

RETURN OF EQUIPMENT

Hilltide Rentals may terminate this Contract at any time, for any reason. At the end of the Rental Period, the Equipment shall be returned to Hilltide Rentals in the same condition it was received, less Ordinary Wear and Tear and free of any hazardous materials and contaminants. Customer will continue to be responsible for rental and other charges after the Rental Period if the Equipment is not returned in the condition required herein. If Hilltide Rentals delivered the Equipment to Customer, Customer shall notify Hilltide Rentals that the Equipment is ready to be picked up at the Site Address. Customer remains liable for any loss, theft, damage to or destruction of the Equipment until Hilltide Rentals confirms that the Equipment is returned in the condition required herein. If the Equipment is not returned by the estimated end of the Rental Period specified earlier, Customer agrees to pay the applicable rental rate for the Equipment until the end of the Rental Period.

PURCHASES

If this Contract identifies any Equipment, materials or other items that is to be purchased by Customer, Hilltide Rentals sells and delivers such items to Customer on an “AS IS, WHERE IS” basis, with all faults and without any warranties (other than manufacturer warranties, if any) in consideration for Customer’s payment to Hilltide Rentals of the full purchase price of the item, Hilltide Rentals retains title to the item until Customer has paid in full.

DEFAULT

Customer shall be in default if Hilltide Rentals deems itself insecure or if Customer: (a) fails to pay sums when due; (b) breaches any Section of this Contract; (c) becomes a debtor in a bankruptcy proceeding, goes into receivership, takes protection from its creditors under any insolvency legislation, ceases to carry on business, or has its assets seized by any creditor; (d) fails to insure the Equipment as required, or otherwise places the Equipment at risk; (e) fails to return Equipment immediately upon Hilltide Rentals’ demand; or (f) is in default under any other contract with Hilltide Rentals. If a Customer default occurs, Hilltide Rentals shall have, in addition to all rights and remedies at law or in equity, the right to repossess the Equipment without judicial process or prior notice. Customer shall pay all of Hilltide Rentals’ costs, including reasonable costs of collection, court costs, attorneys and legal fees, incurred in exercising any of its rights or remedies herein. The use of false identification to obtain Equipment or the failure to return Equipment by the end of the Rental Period may be considered theft, subject to criminal prosecution and civil liability where permitted, pursuant to applicable laws. Hilltide Rentals shall not be liable due to seizure of Equipment by order of governmental authority. CUSTOMER WAIVES ANY RIGHT OF ACTION AGAINST HILLTIDE RENTALS ENTITIES FOR SUCH REPOSSESSION.

ENVIRONMENTAL FEE

To promote a clean and sustainable environment, Hilltide Rentals takes various measures to comply with applicable environmental regulations, as well as with Hilltide Rentals’ own policies. Hilltide Rentals also incurs a wide range of environmental related expenses (both direct and indirect). These expenses may include services such as waste disposal, construction and maintenance of cleaning facilities, acquisition of more fuel-efficient equipment, as well as, labor costs, administration costs, etc. To help defray these and other costs, Hilltide Rentals assesses an Environmental Fee, plus applicable taxes thereon in connection with certain rentals. The Environmental Fee is not a tax or governmentally mandated charge and is not designated for any particular use or placed in an escrow account, but is a charge that Hilltide Rentals collects as revenue and uses at its discretion.

FUEL

For Equipment that uses fuel, Customer has three options: (a) Prepay Fuel Option - Customer may purchase a full tank of fuel for the Equipment at the start of the rental, in which case a “convenience charge” will appear on this Contract (calculated by multiplying the estimated fuel capacity of Equipment by the Prepay per gallon rate). As an added benefit, Customer may return the Equipment full of fuel and the convenience charge will be refunded (however, if not returned full, Customer will not obtain any credit for fuel left in the Equipment upon return); (b) Pay on Return Option - if Customer returns Equipment with less fuel than when received, Customer shall pay a refueling charge (calculated by multiplying gallons required to refill tank with fuel to level when received, by the Pay on Return per gallon rate); and (c) Return Full Option – if Customer returns the Equipment with at least as much fuel as when it was received (most Hilltide Rentals Equipment comes with a full tank of fuel, but not all), no fuel charge will be assessed. The cost of Customer refueling Equipment itself will generally be lower than the Prepay Fuel Option or the Pay on Return Option; however, these options each allow for the convenience of not refueling.

LIMITATION OF HILLTIDE RENTAL’S LIABILITY

IN CONSIDERATION OF THE RENTAL OF EQUIPMENT, CUSTOMER AGREES THAT HILLTIDE RENTAL’S LIABILITY UNDER THIS CONTRACT, INCLUDING ANY LIABILITY ARISING FROM HILLTIDE RENTAL’S, HILLTIDE RENTALS ENTITIES, OR ANY THIRD PARTY’S COMPARATIVE, CONCURRENT, CONTRIBUTORY, PASSIVE OR ACTIVE NEGLIGENCE OR THAT ARISES AS A RESULT OF ANY STRICT OR ABSOLUTE LIABILITY, SHALL NOT EXCEED THE TOTAL RENTAL CHARGES PAID BY CUSTOMER UNDER THIS CONTRACT.

JURY TRIAL WAIVER

IN ANY DISPUTE ARISING OUT OF, IN CONNECTION WITH, OR IN ANY WAY PERTAINING TO THIS CONTRACT, CUSTOMER AND HILLTIDE RENTALS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY, THIS WAIVER BEING A MATERIAL INDUCEMENT TO ENTERING INTO THIS CONTRACT.

ARIBITRATION AGREEMENT & CLASS ACTION WAIVER

AT THE ELECTION OF CUSTOMER OR HILLTIDE RENTALS, ANY DISPUTE ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY PERTAINING TO THIS CONTRACT SHALL BE SETTLED BY ARBITRATION BROUGHT IN THE PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF IN A PURPORTED CLASS OR REPRESENTATIVE CAPACITY, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES OR BY JAMS PURSUANT TO ITS STREAMLINED ARBITRATION RULES AND PROCEDURES AND JUDGEMENT ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR TRIED ON A CLASS ACTION BASIS.

COMPLIANCE WITH EXPORT AND IMPORT LAWS

Removal of the Equipment from the United States (“U.S.”) is prohibited under this Contract. If Customer desires or causes the transport and/or operation of the Equipment outside of the U.S., Customer must (a) obtain Hilltide Rentals’ consent prior to taking such action, and (b) execute an amendment to this Contract, which amendment is incorporated herein. If Customer exports or re-exports without complying with the above sentence, Customer agrees that (i) the Equipment is subject to and must comply with all applicable export laws, including but not limited to the Export Administration Regulations; and (ii) Customer is responsible for: (A) determining whether and obtaining if necessary, export or re-export licenses or other authorizations as required prior to exporting or re-exporting the Equipment, (B) obtaining any required documentation necessary for return of the Equipment, and (C) ensuring no unauthorized transfers or diversions of the Equipment occur. Refer to www.bis.doc.gov for information.

DAMAGE WAIVER

Hilltide Rentals offers a Damage Waiver, which provides coverage for specific damages to rental equipment caused by fire, lightning, graffiti, windstorm, hail, earthquake, and flood, provided the customer complies with the terms and conditions of the rental agreement. To qualify for coverage under the Damage Waiver, the customer must take reasonable precautions to prevent such damages, notify Hilltide Rentals of the event within three business days of becoming aware of it, and submit a police report documenting vandalism or malicious mischief within 30 days. The Damage Waiver is not insurance and does not cover liability to others or Hilltide Rentals arising from the possession, use, operation, or transport of the Equipment. Additionally, it excludes losses or damages resulting from operator error, unauthorized use, negligence, improper use, overloading, lack of maintenance, theft, vandalism (except graffiti), movement, or delivery of Equipment, as well as damage to third parties or property, and components such as tires. Hilltide Rentals reserves the right to inspect damaged equipment to determine the cause of damage and whether it qualifies for coverage under the Damage Waiver. The customer acknowledges and agrees that they are fully responsible for any and all costs associated with damages, losses, or liability not covered under the Damage Waiver, including but not limited to repair or replacement costs, rental charges during downtime, and any associated legal or administrative fees.

GOVERNING LAW

The parties expressly and irrevocably agree: (a) this Contract, including any related tort claims, shall be governed by the laws of Florida, without regard to any conflicts of law principles and (b) if any Section of this Contract is prohibited by any law, such Section shall be ineffective to the extent of such prohibition without invalidating the remaining Sections.

MISCELLANEOUS

This Contract, together with any Customer executed credit application, constitutes the entire agreement of the parties regarding the Equipment and may not be modified except by written amendment signed by the parties. Customer’s obligations hereunder shall survive the termination of this Contract. This Contract and all of Customer’s rights in and to the Equipment are subordinate to all rights, title and interest of all persons (including Hilltide Rentals’ lenders) who have rights in the Equipment. Headings are for convenience only. To the extent that any terms in this Contract conflict, the parties agree that the more specific terms control. A copy of this Contract shall be valid as the original. Any failure by Hilltide Rentals to insist upon strict performance of any Section of this Contract shall not be construed as a waiver of the right to demand strict performance in the future. Customer and the person signing this Contract represent that: (a) they both have full authority to execute, deliver and perform this Contract and (b) this Contract constitutes a legal, valid and binding obligation of Customer, enforceable in accordance with its terms. When Customer is a buyer of Equipment, they are hereby notified that Hilltide Rentals has assigned its rights (but not its obligations) in the agreement to sell the asset(s) described herein to Hilltide Rentals Inc., a qualified intermediary, as part of Section 1031 exchange, and Customer shall make the payee “Hilltide Rentals, Inc.”