1. Equipment
Bluelight Machines, Inc. (“Bluelight” or “Lessor”) agrees to rent to Customer (“Lessee”) the following equipment (“Equipment”): one (1) 84″ Soil Compactor equipped with the Bluelight Autopilot autonomous driving system. Model and serial number will be assigned at time of delivery.
2. Rental Term
The initial rental term is four (4) months (“Minimum Term”), beginning on the delivery date. After the Minimum Term, the rental continues on a month-to-month basis until terminated by either party with thirty (30) days’ prior written notice.
3. Rental Rates
Monthly Rate: $6,000/month. Weekly Rate (if applicable): $2,000/week. Daily Rate (if applicable): $300/day. Payments are due on the first of each rental month. Bluelight reserves the right to charge a late fee of 1.5% per month on past-due balances.
4. Operating Hours
Each monthly rental period includes up to one hundred sixty (160) operating hours. Usage beyond 160 hours in any given month will be billed at $40 per additional hour.
5. Rent-to-Own Option
Lessee may elect to purchase the Equipment at any time during or after the rental term. One hundred percent (100%) of rental payments made during the first three (3) months, and eighty percent (80%) of rental payments made thereafter, will be credited toward the Equipment purchase price. The purchase price will be agreed upon in a separate purchase agreement.
6. Delivery & Pickup
Bluelight will deliver the Equipment to the Lessee’s designated job site. A flat transport fee applies per delivery and per return trip. The transport fee for the initial delivery will be added to the first month’s invoice. The return transport fee will be invoiced upon return of the Equipment.
7. Installation & Training
Bluelight will install the Autopilot system on the Equipment prior to delivery. On-site training will be provided to the Lessee’s operators on the delivery date at no additional charge. The Equipment may also be operated manually without engaging the autonomous system.
8. Maintenance & Repairs
Bluelight is responsible for mechanical maintenance and repair of the Autopilot system and Equipment during the rental term, provided the Equipment is used in accordance with the manufacturer’s guidelines. Lessee must promptly notify Bluelight of any mechanical issues, malfunctions, or damage. Lessee is responsible for costs arising from misuse, negligence, unauthorized modifications, or damage during transport.
9. Insurance Requirements
Lessee shall, at its own expense, maintain throughout the rental term: (a) equipment physical damage insurance covering the full replacement value of the Equipment; and (b) commercial general liability insurance with limits of not less than $1,000,000 per occurrence. Lessee shall provide Bluelight with certificates of insurance naming Bluelight as an additional insured and loss payee prior to delivery.
10. Fire, Theft & Vandalism (FTV) Coverage
FTV (Fire, Theft & Vandalism) coverage is automatically applied at a rate of fifteen percent (15%) of the monthly rental rate ($900/month at the current $6,000/month rate). FTV coverage will appear as a separate line item on each monthly invoice and is due at the same time as the rental payment. FTV coverage is required for the duration of the rental term and cannot be waived.
11. Use of Equipment
Lessee shall use the Equipment only for its intended purpose of soil compaction on construction job sites. Lessee shall not sublease, loan, or otherwise transfer possession of the Equipment to any third party without Bluelight’s prior written consent. Lessee shall comply with all applicable federal, state, and local laws, regulations, and safety standards.
12. Risk of Loss
From the time the Equipment is delivered to the Lessee until the time it is returned to Bluelight, the Lessee bears all risk of loss, theft, damage, or destruction of the Equipment, except for loss or damage caused solely by Bluelight’s negligence.
13. Indemnification
Lessee agrees to indemnify, defend, and hold harmless Bluelight, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or related to Lessee’s possession, use, or operation of the Equipment.
14. Limitation of Liability
In no event shall Bluelight be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement, regardless of the theory of liability. Bluelight’s total liability shall not exceed the total rental payments received from Lessee during the twelve (12) months preceding the claim.
15. Default & Remedies
If Lessee fails to make any payment when due or breaches any term of this Agreement, and such default continues for fifteen (15) days after written notice, Bluelight may: (a) terminate this Agreement; (b) repossess the Equipment; and (c) pursue all available legal remedies, including recovery of all remaining payments due under the Minimum Term.
16. Return of Equipment
Upon termination or expiration of this Agreement, Lessee shall return the Equipment to Bluelight in the same condition as received, reasonable wear and tear excepted. Lessee shall be responsible for all costs of freight and transportation for the return of the Equipment.
17. Governing Law & Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the United States and the state in which the Equipment is primarily operated. Any disputes shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration taking place in the state where the Equipment is operated.
18. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the rental of the Equipment and supersedes all prior agreements, representations, and understandings. This Agreement may be amended only by a written instrument signed by both parties.
