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EXHIBIT A
<br />WILLIAMS SCOTSMAN, INC.
<br />GENERAL TERMS & CONDITIONS (03/27/06)
<br />REVSIED FOR CITY OF SANTA ANA (4/18/06)
<br />1. True Lease. This Agreement is a true lease and not a sale. Lessee shall not acquire ownership interest in the Equipment. The
<br />Equipment shall remain the sole personal property of Lessor unless and until Lessee exercises the Purchase Option set forth in
<br />Section 2, TERM, of the Lease with Option to Purchase Agreement.
<br />2. Delivery: Acceptance. Upon delivery, which shall be defined as the date on which equipment is installed and signed off by the
<br />Santa Ana Building Department, Lessee agrees to inspect and accept the Equipment. The Equipment is deemed finally accepted
<br />at the time of delivery unless Lessee notifies Lessor of a defect/deficiency in writing within 15 business days after delivery.
<br />3. Site Suitability: Inspection. Lessee shall choose a firm level site accessible by truck to locate the Equipment. If Lessee fails to
<br />provide such a site, then Lessee shall pay for any resulting additional delivery and return charges. Lessee shall not alter the
<br />manner of installation or location of the Equipment without written consent of Lessor. Lessor shall have the right to inspect the
<br />Equipment during the term of this Agreement.
<br />4. Use; Maintenance: Condition. Lessee has the right to peaceably and quietly hold, use and enjoy the Equipment, subject to the
<br />terms and conditions of this Agreement. Lessee agrees not to remove existing nameplates or decals affixed to the Equipment.
<br />Lessee shall use the Equipment solely in the conduct of its business and in a careful and lawful manner. Lessee shall pay any and
<br />all fees, charges and expenses and comply with all laws related to the use, possession, and operation of the Equipment while it is
<br />in Lessee's possession, including obtaining all approvals and permits related to the use and/or possession of the Equipment.
<br />Lessee shall maintain and keep the Equipment in good repair and safe operating condition during the term of this Agreement in
<br />accordance with the Williams Scotsman Service Guide, receipt of which is hereby acknowledged by Lessee. Lessee shall not,
<br />without Lessor's prior written consent, make any changes, alterations or improvements in or to the Equipment or remove any parts,
<br />accessories or attachments from it. Lessor represents that the Equipment complies with federal and state building codes.
<br />5. Term of Lease; Extension. The term of this Agreement begins on the date of delivery of the Equipment, and ends on the later
<br />of the last day of the Minimum Lease Term ("Term"), the Extension Period (as herein defined), or upon exercise of the Purchase
<br />Option as set forth in the Lease with Purchase Option. At the end of the Term, this Agreement may be extended on a month -to -
<br />month basis until the Equipment is returned to Lessor (the "Extension Period"). During the Extension Period, Lessor may annually
<br />amend the Lease Rate. An increase in the Lease Rate may not exceed the percentage increase in the Consumer Price Index -Los
<br />Angeles/Orange County Area. After the end of the Term, either party can terminate this Agreement on 30 days written notice.
<br />6. Rent; Fees; Taxes; Late Charges. Rent begins to accrue on the Delivery Date. If delivery is not made on the first of the month,
<br />then rent shall be prorated for the first month of the Term. Lessee shall pay Lessor monthly rent for the Equipment on the due date
<br />at the Rate Per Month stated in this Agreement during the Term, and at the Rate Per Month established by Lessor during the
<br />Extension Period. If any payment is not paid on the due date, Lessee agrees to pay Lessor a charge of 1 %% per month of the
<br />amount in arrears for the period such amount remains unpaid. Lessee shall pay or, if requested by Lessor, reimburse Lessor for
<br />any and all sales, use, personal property taxes, or other taxes, fees or assessments levied against or imposed upon the
<br />Equipment, its value, use or operation, including storage related charges attributable to delayed delivery and/or installation of the
<br />Equipment required and/or requested by Lessee. Payments shall be effective upon receipt. Lessor may apply any payment from
<br />Lessee against any obligation due and owing by Lessee under this Agreement, regardless of any statement appearing on or
<br />referred to in any remittance from Lessee or any prior application of payment. The receipt by Lessor of a partial payment of any
<br />amount due to Lessor endorsed as payment in full will be deemed to be a part payment only, and any endorsements or statements
<br />on the check or any letter accompanying the check shall not be deemed an accord and/or satisfaction. Lessee's obligation (without
<br />prior notice or demand) to pay rent and all other amounts due hereunder shall be absolute and unconditional, and not subject to
<br />any abatement, set off, defense, recoupment, or reduction.
<br />7. No Liens. Lessee agrees to keep the Equipment free and clear of any and all claims, liens, encumbrances or attachments.
<br />8. Indemnity. Lessee agrees to indemnify, defend and keep harmless Lessor, its agents and employees, from and against any and
<br />all losses, claims, attorneys' fees and expenses, including but not limited to those arising out of or caused by the
<br />negligence of Lessor or its agents or employees, related to: (a) the death of, injury to, or damage to the property of, any person
<br />or party related to or arising out of the, use, possession, condition, of the Equipment; and/or (b) the failure of Lessee to maintain
<br />the Equipment as agreed to herein.
<br />9. Loss: Damage. Upon satisfactory delivery, Lessee assumes the risk of all loss and damage to the Equipment from all
<br />causes. Upon the occurrence of the total loss of the Equipment, to such an extent as to make the repair thereof uneconomical (in
<br />Lessor's opinion) Lessor shall declare the Equipment a Total Loss. In the event of a Total Loss, Lessee shall pay Lessor, on the
<br />next date for the payment of rent, the rent then due plus the Equipment Value as set forth herein (the "Total Loss Amount"). Upon
<br />Lessor's receipt of the Total Loss Amount, the lease will terminate and all Lessees obligations will terminate. Lessor will transfer
<br />available documents of ownership of the Equipment to Lessee unless Lessor agrees to dispose of the Equipment at Lessee's cost
<br />and expense. In the event of loss or damage to the Equipment that does not constitute a Total Loss, Lessee, at its sole cost and
<br />expense, shall pay for the repair of such damage as directed by Lessor to the condition required by this Agreement.
<br />10. Insurance. Lessee's responsibility for the Equipment begins immediately upon delivery of said Equipment by Lessor. Lessee
<br />she obtain and keep in force during the entire Lease Term the following liability and property insurance coverage naming Lessor
<br />as Additional Insured and Loss Payee. Lessee has elected to meet the insurance requirements contained herein by self-insurance.
<br />If Lessee subsequently elects not to self -insure, Lessee shall provide Lessor with (30) days prior written notice of such election
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