Scaffold Lease & Labor Contract

SUNBELT RENTALS SCAFFOLD LEASE & LABOR CONTRACT

SCAFFOLD DIVISION

PROJECT SPECIFICATIONS, SUMMARY OF COSTS, TERMS AND CONDITIONS

SUNBELT REQUIRES THIS PROPOSAL BE SIGNED OR EQUIVALENT PRIOR TO ANY WORK BEING STARTED. 14069MM0220 Proposal # MCM Date: 5/21/14 CUSTOMER: Melissa Kennedy Cell: Goosebumps Productions, LLC PHONE NUMBERS: (404) 618-1052 CUSTOMER BILLING ADDRESS: CITY: STATE: ZIP: 2030 East Park Dr. Conyers Ga 30013 JOBSITE NAME DeKalb School of the Arts JOBSITE PHYSICAL ADDRESS: CITY: STATE: ZIP: 1192 Clarendon Ave, Avondale Estates, Ga. 30092 SALESPERSON’S NAME: PC PHONE NUMBER: PC NUMBER: PC CITY: Mark Monyette 404-523-5962 069 Atlanta 404-316-6540 CELL 404-523-2186 FAX

1.0 WORK SCOPE: This contract represents services to be performed on a: Equipment only Labor and Equipment Labor only Lump Sum basis Time and Material basis Time and Material Not to Exceed basis

Sunbelt Scaffold Services will provide, install, and dismantle 1 (one) light duty rated (evenly distributed live load of 25 lbs. per sq. f t.) - (Systems type) scaffold temporary stair access. The temporary stair access will be erected and conform to all OSHA 1926.451 “Su bpart L” requirements. The scaffold will be erected at the location referenced above. The temporary stair access will be approximately 14'8” long X 7’ wide X 16' high and will be erected next to facade of existing building providing access to roof. The scaffold will supp ort 1(one) fully decked transition level made up of aluminum hooked end plank onto existing roof. Scaffold will be free standing in de sign and will not require tie off the any structure through the use of base dimension The erect of this scaffold will require approximatel y 4(four) working hours at regular hours. Sunbelt asks for a minimum of 7 days lead time to schedule the dismantle and removal of the scaffold.

Sunbelt scaffold services has allowed for 15 minutes for erectors to receive a job specific safety orientation. Any additional time dela y beyond the allowed 15 minutes during the entire work process will be recognized as stand by time and will be subject to cost represe nted in 5.0 Project contract specifications: line 3 below It is the responsibility of the customer to verify with the engineer of record that the base area supporting the scaffold is capable of doing so. 2.0 DETAIL OF PRICING: DELIVERY FREIGHT $ 110.00+ TAX LABOR TO ERECT $ 775.00

RENTAL PER 28 DAYS $ 397.75 + TAX

LABOR FOR COMPLETE DISMANTLE $ 465.00 RETURN FREIGHT $.00 + TAX 4.0 SALES TAX: 8% 0n Freight and Rental –see above-

5.0 PROJECT CONTRACT SPECIFICATIONS: 1. The client shall notify Sunbelt Rentals of any incident that can be directly, indirectly, or remotely related to the services provided by this proposal agreement. 2. All scaffolds beyond the scope of work that is outlined heretofore in this proposal will be reimbursed according to the following man-hour rates. The client will be responsible for verifying all time sheets. Man Hour Rates 1 of 5 Position Straight Time Overtime Double Time Supervisor $45.00 $67.50 $90.00 Erector $37.50 $56.25 $75.00 Laborer $33.00 $49.50 $66.00

3. Our proposal is based on our crews being allowed to work uninterrupted once they are on site to perform work. Any delays beyond the control of Sunbelt Rentals shall be considered stand by time. Any stand by time incurred by Sunbelt employees because of work stoppage, intermittent access of materials or by workers to area, and unscheduled delays will be considered beyond scope items, reimbursed in accordance with terms in item two. (2) 4. Sunbelt Rentals Scaffold Services will be excluded from the responsibility to meet scheduling or performance parameters prescribed hitherto or during the enactment of this agreement because of force majeure or any other other delays beyond the control of Sunbelt Rentals Scaffold Services. 5. All hoisting and lifting of material by crane or mechanical equipment to heights above ground level will be the responsibility of the client unless otherwise specified. Any delays related to hoisting and lifting beyond the control of Sunbelt Rentals shall be considered stand by time. Any stand by time incurred by Sunbelt employees because of work stoppage, intermittent access of materials or by workers to area, and unscheduled delays will be considered beyond scope items, reimbursed in accordance with terms in item two. (2) 6. After our crews have finished erection, it is the customers responsibility to provide a competent person to inspect the scaffold prior to use, and before each shift as required by OSHA requirements. Our quoted price to you is based on the written terms of this contract. If we sign an agreement you prepare, this contract or the terms and specifications of this contract must be incorporated into that agreement. If there is a conflict between your agreement and our contract, the terms of our contract shall govern. Both parties shall accept this contract within 30 days of submittal or it becomes null and void. I HAVE READ AND ACCEPT THIS CONTRACT AND ALL THE TERMS AND CONDITIONS.

BY: ______(CUSTOMER NAME)

BY: ______DATE:______(SIGNATURE OF CUSTOMER’S AUTHORIZED REPRESENTATIVE)

______(PRINT NAME) BY: Mark Monyette______DATE: ______(SIGNATURE OF SUNBELT RENTALS AUTHORIZED EMPLOYEE)

2 of 5 Terms and Conditions Sunbelt Rentals, Inc., hereinafter referred to as “Lessor,” hereby rents and/or supplies labor to the Lessee, identified on the front of this contract as the “Customer,” the equipment described on the front hereof, together with all replacements, duplicate parts, repairs, additions, devices and accessories incorporated therein and/or affixed thereto (herein called “equipment”), pursuant to the terms of this contract. 5.1 ACCEPTANCE OF SUNBELT RENTALS CONDITIONS. (Sunbelt Rentals, hereinafter referred to as Sunbelt or Lessor) Sunbelt’s Contract citing the Project Specifications and Summary of Costs must accompany the Lessee’s purchase order in order to validate the contract. It is understood that the issuance of a work order/purchase order number or other verbal or written request for delivery or commencement of work by the Lessee indicates the Lessee’s acceptance of this Contract in whole. When SUNBELT is required to enter into a contractual agreement, this Contract will automatically become part of the Lessee’s contract and referenced as an Exhibit therein. It is understood that these terms and conditions are agreed to unless otherwise stated on the front or attached. 5.2 PAYMENTS FOR SERVICES RENDERED are due in full upon receipt of invoice. Scaffold rent and/or labor is a service; therefore, exempt from retention. Invoices shall be payable in full. Obligation of Lessee to pay Sunbelt Rentals is independent from and unrelated to other obligations owed between Lessee and Sunbelt Rentals and/or Lessee and any other party. This quotation is based on rates in effect at the date of our initial quotation and is subject to any increase that may come into effect 30 days or more after the date quoted. Charges for equipment or scaffold rental is for 28 days, unless specified herein, and will be prorated daily thereafter until date of removal. 5.3 THE SCAFFOLDING WILL BE ERECTED AND DISMANTLED ONE TIME ONLY, unless specified herein. Any alterations over and above this Contract will be charged at the applicable time and material rates for the Lessor location. All work will be performed during straight time hours on day shift, unless noted herein. Any overtime work not covered in the bid, shall be invoiced at the governing rate on a Time and Material basis. No work will be undertaken until approval has been issued and our change order signed by your authorized representative. This will be binding on your company as an addendum to the contract. In connection with Lessor erecting and dismantling the equipment, Lessor shall evidence insurance pursuant to Exhibit “A” attached hereto . 5.4 SCAFFOLD WILL BE ERECTED AND DISMANTLED IN ACCORDANCE WITH APPLICABLE STATE & FEDERAL CODES. Sunbelt Rentals Scaffold Services" installs toeboards on all its scaffold installations as per OSHA's Falling Objects Protection requirements. If the contractor requests that we not include toeboards in our contract because the contractor will be installing a scaffold wrap or the contractor will install their own toeboards or abate the hazard associated with OSHA's Falling Objects Protection requirements by some other means then the contractor will indemnify Sunbelt Rentals Scaffold Services for any citations and/or fines OSHA may impose on the contractor and/or Sunbelt Rentals for failure to install Falling Object Protection. Our Contract does not include expenses incurred if general contractor’s safety requirements exceed State and Federal codes. 5.5 LESSEE RESPONSIBILITIES: The Company, Owner and/or Lessee agrees to abide by all laws and regulations related to the proper use of scaffolding, and per those regulations, on its acceptance of the erected scaffold, will be responsible for its maintenance, control, and proper use until such time as the scaffold is released back to the Lessor (Sunbelt Rentals) for dismantle and/or removal. 5.6 PERSONAL PROTECTIVE EQUIPMENT: Fall protection systems and methods used during the erection and dismantling of scaffold will be provided by Lessor and shall meet all state requirements and the feasibility and proper use of these systems will be at the discretion of the Sunbelt Rentals competent person on the jobsite. This project requires no extraordinary personal protective equipment other than full body harness for fall protection, hardhat and safety glasses. Any costs incurred for additional PPE requirements will be invoiced on a Time and Material basis. 5.7 JOBSITE CONDITIONS: Reasonable access for personnel and materials to be provided by Lessee or general contractor. Lessee must provide a firm and level grade. The Lessee will provide suitable crane and forklift support, or other material handling, as needed for the project at no extra cost or back charge to Sunbelt Rentals. Any cost incurred due to job site conditions, delays, or safety considerations not attributed to Sunbelt Rentals will be invoiced on a Time and Material basis. 5.8 Lessee will be responsible for providing and subsequently repairing all holes in existing structure left as a result of concrete anchors or other ties necessary to stabilize scaffold structure. 5.9 Lessee will be responsible for obtaining permission for us to have access to or erect from adjoining property if required. All permits, etc. are to be provided by Lessee. 5.10 The above pricing does not include any foundations or re-shoring required below sidewalk level or sub-basement level. Lessee will ensure that the existing structure will safely support the additional vertical and horizontal loading from the scaffold. 5.11 SCAFFOLD ENCLOSURES: Lessee will notify us prior to erection if tarpaulins or other sheeting is to be fixed to the scaffold so that the scaffolding can be modified to withstand the additional wind loads, if necessary, at additional cost. 5.12 ELECTRICAL REQUIREMENTS: Unless specified herein, the Lessee will arrange with the Utilities Authority for all necessary safeguards. Times of cut-offs to be notified to us in writing before we commence work. Unless specified herein, the Lessee will arrange for electric power and lighting to suit our requirements to be brought to the working area by a competent person. 5.13 DRUG SCREENING: Sunbelt Rentals is a Drug Free Workplace. This Contract does not include any costs for proof of drug testing or employment drug screening whether it be pre-employment, site required, or otherwise. 5.14 SCAFFOLD ALTERATIONS: Sunbelt Rentals shall be held harmless for fines, citations, injuries, property damage and any incurred liability or loss resulting from alteration(s) to scaffold caused directly by Lessee from its original design. 6.0 CONTRACT SPECIFICATIONS 6.1 Lessee will be responsible for the supply of any necessary flagmen or temporary barriers or signs, etc. 6.2 Sunbelt Rentals will not be responsible for moving rolling towers. Please ensure that no personnel are on the tower while it is being moved, that any persons moving the scaffold have read and understand the Code of Safe Practices, and that the casters are locked once the move has been completed. 6.3 Unless specified herein, our cost plus rates do not include lodging, meals, travel, transportation, or other extraordinary expenses, which will be billed over and above Sunbelt’s labor rate. 6.4 If we will be working in the vicinity of water, Lessee will provide necessary boatmen and boat as defined in OSHA regulations. 6.5 Any ground protection, i.e. for furniture, machines, carpets, etc., to be the responsibility of the Lessee. 6.6 Toilets and wash facilities to be provided by Lessee. 6.7 Lessee will provide Sunbelt Rentals a laydown yard appropriate for the project. Lessee will be responsible for security of Sunbelt equipment and materials within laydown yard and restoration of said yard following Sunbelt’s removal of property. 6.8 Lessee to supply the following: all permits, all elevations, smooth compacted surface for scaffold erection, labor and material to patch all tie holes, all loading and unloading. 6.9 Sunbelt Rentals will supply Performance Bond at Lessees request and expense. 6.10 Lessee will pay upon receipt of invoice for work performed and equipment leased with no retainage held. 6.11 Prices do not include sales taxes, use taxes, or tariffs unless noted on face of this document. 6.12 All prices F.O.B. tailgate delivery, Sunbelt Rentals closest yard, unless otherwise noted. 6.13 All quotations are subject to availability of equipment and no charges will be accepted for delays caused by Sunbelt Rentals not being able to perform within certain time periods. 6.14 All prices are good for 30 calendar days from date of quote. 6.15 This Contract is subject to credit approval by Sunbelt Rentals or its agents. Fifteen (15) days are requested from date of acceptance of this Contract and furnishing of all credit information requested, before staging and delivery. 6.16 If this Contract is accepted, it then becomes a contract. If after acceptance, this contract is canceled for any reason beyond the direct control of Sunbelt Rentals all cost(s) incurred and charges then in effect will become due and payable. 6.17 If the Lessee requires sealed shop drawings, they will be supplied at the Lessee’s expense. 6.18 Lessee to be present at completion of job/phase to sign scaffold inspection report. 6.19 Lessee ensures Sunbelt that the Lessee and all scaffold users have read and understand the Codes of Safe Practices. 7.1 INSPECTION. After the equipment is erected by Lessor and prior to Lessee’s acceptance of the equipment into Lessee’s sole care, custody and control, Lessee shallacknowledges that Lessee has have the opportunity to inspected the equipment and agrees it is in good condition and repair, and is suitable for the needs of Lessee. Lessee shall inspect the equipment prior to its use and shall immediately notify Lessor of any defects. Lessee shall not use the equipment at any place other than the “site address” set forth on the front of this contract, without the prior written consent of Lessor. 7.2 USE. Lessee agrees to use the equipment in a careful, prudent and proper manner, and to comply with all Federal, State and local laws, regulations, rules or ordinances of lawfully constituted authorities, including but not limited to the current Codes of Safe Practices and Occupational Safety and Health Administration Act of 1970, as revised. Lessee acknowledges that Lessee, and any employees of Lessee that will be using the equipment, are familiar with the operation and use of the equipment, have had an opportunity to review the operating instructions for the equipment, and have received from Lessor any other requested information regarding the operation and use of the Equipment. Lessee acknowledges that any advice or instruction (herein “Advice”), including but not limited to any designs, drawings or specifications in relation to the equipment or any information or advice as to the planning, supervision or control of the Lessee’s operations or the installation of the equipment, given by Lessor, its employees or agents, to Lessee, its employees or agents, is given strictly as general guidance, and not for reliance thereon by Lessee, its employees or agents. It is the sole duty and responsibility of Lessee to verify the accuracy and appropriateness of any such Advice, and to advise its employees and agents as to the proper use of all such equipment. The equipment shall be returned to Lessor in the same condition in which it was received by Lessee less normal wear and tear. Lessee shall be responsible for all damage, repairs and maintenance while the equipment is in Lessee’s possession and also all repairs and maintenance made necessary by Lessee’s use of the equipment while the equipment is in Lessee’s possession. Lessee shall take care of normal needs of the equipment while the equipment is in Lessee’s possession, including supplying fuel, oil, grease, filters, water, cutting edges, daily checking of general condition, including oil levels, cooling system, water and batteries and other routine maintenance. If the equipment becomes disabled by Lessee, Lessor will not be responsible for furnishing substitute equipment. THE LESSOR MAKES NO WARRANTY, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE EQUIPMENT OR ANY PART THEREOF, AS TO ITS DURABILITY, CONDITION, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO CASE SHALL LESSOR BE LIABLE FOR LOST PROFITS, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE PERFORMANCE OR NONPERFORMANCE OF THE EQUIPMENT OR A BREACH OF LESSOR’S OBLIGATIONS HEREIN, EXCEPT IF DUE TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LESSOR. 7.3 RENTAL PERIOD. The rental period, and the responsibilities and obligations of Lessee hereunder, begins at the time Lessee takes possession of the equipment and continues until possession of the equipment is returned to Lessor, whether the equipment is in actual use one hour, one week, one month, or longer, and regardless of whether the equipment is in the possession of Lessee. Lessee is responsible for cost of transporting the equipment to and from Lessor’s premises. It is agreed that the rental rates set forth herein are for the use of the equipment for not more than eight (8) hours per day, forty (40) hours per week, or one hundred sixty (160) hours per four week period. If the equipment should be used for more than the above number of hours in any day, week or month, Lessee agrees to pay Lessor additional rent on a proportioned basis to the rental rate. 7.4 OWNERSHIP. This Rental Contract is a true lease, and the equipment shall at all times remain the property of the Lessor. Lessee shall give immediate notice to Lessor in the event the equipment or any portion thereof, is levied upon, claimed or otherwise for any reason is threatened with seizure. LESSEE AGREES NOT TO LOAN, SUBLET, MORTGAGE, OR OTHERWISE DISPOSE OF OR ALTER THE EQUIPMENT, OR OTHERWISE ASSIGN ITS RIGHTS UNDER THE LEASE, WITHOUT THE WRITTEN CONSENT OF LESSOR. Lessee shall not remove, alter, disfigure or cover up, any numbering, lettering, or insignia displayed upon the equipment. The equipment shall at all times remain personal property regardless of the manner it is affixed to real property. The Lessee shall maintain the equipment such that it may be removed from any building without damaging such building, and shall not be considered affixed to real property. 7.5 LESSEE AGREES TO INDEMNIFY AND HOLD LESSOR HARMLESS FROM AND AGAINST ALL LIABILITY AND EXPENSES (INCLUDING REASONABLE OUTSIDE ATTORNEY’S FEES) HOWSOEVER ARISING OR INCURRED, BASED UPON DAMAGE TO PROPERTY OR INJURY TO, OR DEATH OF, ANY PERSON ARISING OUT OF OR ATTRIBUTABLE TO THE LESSEE’S POSSESSION OR USE OF THE EQUIPMENT AND THE VIOLATION OR BREACH OF ANY PROVISIONS OF THIS RENTAL CONTRACT, EXCEPT IF DUE TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LESSOR. Lessee further agrees to assume full responsibility for loss or destruction of, or damage to, the equipment while in Lessee’s possession or control, or while in transit to or from any place of use or storage by Lessee. Lessee agrees to pay Lessor in cash for the full value of the equipment in the event the equipment is lost or destroyed, or for the full cost of repairs if damaged. “Cost of repairs” shall be determined by the Lessor, and if repairs are undertaken, they shall be done by the Lessor and/or others the Lessor designates. Lessor will not be liable for or reimburse Lessee for any charges not expressly authorized by Lessor. “Full value” at the time of any loss or destruction shall mean the manufacturer’s list price. The equipment shall be deemed “lost” when its location is unknown, or Lessee is unable to recover the equipment, for a period of thirty (30) days. The equipment shall be deemed “destroyed” if the cost of repairs, as determined by Lessor, exceeds the manufacturer’s list price. Lessee agrees that Lessee’s liability for rentals for any lost, damaged or destroyed equipment shall continue until Lessor has been paid in full for damages as above. At all times, until Lessee has delivered physical possession of the equipment to Lessor, Lessee shall remain responsible for, and bears all risk of loss or damage to, the equipment (whether or not Lessee is then being charged with rental fees). In the event of any “Occurrence” (defined as any accident, injury, or damage to person or property, which is claimed to be by any person, or may be or appears to have occurred on, in connection with, or around any of the equipment), Lessee shall immediately, and in no event more than six (6) hours after Lessee’s discovery thereof, give notification of such Occurrence to Lessor. Lessee shall, upon discovery of such Occurrence, secure and maintain all equipment, and the surrounding premises, in the condition existing at the time of such Occurrence, until such time as Lessor and its designees inspect and investigate such Occurrence. Lessor shall have the right, but not the obligation, to reclaim any equipment involved in any Occurrence and to replace the same with comparable equipment within a reasonable time. In the event of an Occurrence, or theft or damage of the equipment as the result of vandalism or malicious mischief, the Lessee shall submit to Lessor a copy of any and all police or accident reports of the incident within forty- eight (48) hours of the event. 7.6 LOSS AND DAMAGE WAIVER. This paragraph modifies the Lessee’s responsibility stated in Paragraph five (5) above, provided; a) Lessee accepts this “loss and damage waiver” through the proper indication thereof on the front of this contact, and payment at time of rental, or any extension of said rental, an additional sum equal to 12 percent of the gross rental charges; and, b) Lessee takes reasonable precautions to protect the equipment and does not intentionally damage the equipment; and, c) Any loss or damage is not the result of the gross negligence of Lessee, including but not limited to use or operation of the equipment in a reckless or abusive manner. If the equipment is used in compliance with the terms listed above, the Lessee’s responsibility to Lessor for incidental damage to the equipment will be waived. Upon the aforesaid conditions, Lessor assumes risk of loss or damage to the equipment for any amount in the excess of the larger of the following: $500 per item of equipment or 50% of the manufacturer’s list price of the item(s) of equipment, except as to the following risks which are assumed by Lessee; a) Use or operation of equipment in a manner inconsistent with the manufacturer’s instructions, or contrary to this contract; b) Loss or damage of accessory equipment such as welding leads, electric cords, bits, batteries, hoses, tires, tubes or harnesses, etc.; c) Loss due to operation of the equipment by a person other than an authorized operator per the contract or any dishonest act by Lessee or by a person entrusted by Lessee with the equipment, including Lessee’s employees, subcontractors or agents; d) Loss or damage due to flood, storm, earthquake or other external causes; e) Loss or damage due to exceeding rated capacity, misuse, abuse, negligence, or improper servicing of equipment; f) Seizure or destruction of the equipment by order of governmental authority; g) All loss or damage caused by vandalism, malicious mischief, disappearance, theft or wrongful conversion of the equipment not reported by the Lessee promptly (within 48 hours) to the police and Lessor by filing a formal written theft, vandalism or conversion report; h) All loss or damage to the equipment resulting from nuclear reaction or radiation, or radioactive contamination from any other cause; i) Loss or damage as a result of the striking of overhead objects with the equipment; j) Loss or damage to the equipment occurring during the loading, unloading or transportation by the Lessee; and k) Loss due to the equipment’s upset or rolling over. This loss and damage waiver will not be effective unless at the time of such loss or damage the Lessee’s account with Lessor is current. In any event, accrued rental charges cannot be applied against the purchase, or the cost of repair, of damaged, stolen or lost equipment. In the event of any loss, damage or destruction to the equipment, Lessor will be subrogated to any rights of the Lessee to recover against any person, firm or corporation. Lessee will execute and deliver to Lessor whatever instruments and papers are required, and take all other necessary steps to secure in Lessor such rights. Lessee will cooperate fully with Lessor and/or its insurer(s) in the prosecution of those rights and will neither take nor permit nor 3 of 5 suffer any action to prejudice Lessor’s, or its insurer’s, rights with respect thereto. LOSS AND DAMAGE WAIVER IS NOT INSURANCE AND DOES NOT PROTECT LESSEE FROM LIABILITY TO OTHERS ARISING OUT OF POSSESSION, USE, OR OPERATION OF THE EQUIPMENT. 7.7 INSURANCE. Lessee shall, at its own expense, provide and maintain liability insurance in amounts satisfactory to Lessor, including, but not limited to, coverage for the contractual liability of the hold harmless clause contained in Paragraph five (5) hereof. Additionally, if “loss and damage waiver” is not elected pursuant to Paragraph six (6) hereof, Lessee shall also at its own expense, provide and maintain insurance against loss by all risks of physical loss or damage such as at least that normally provided by a contractor’s equipment floater policy, in an amount equal to the manufacturer’s list price for the equipment. Lessee shall, upon request of Lessor, provide Lessor with certificates of insurance evidencing the coverages required above, and naming Lessor as an additional insured party under the policies. Such certificates shall provide should any of the required policies be cancelled before the expiration date thereof, notice will be delivered in accordance with policy provisions. that Lessor be given at least ten (10) days prior written notice of any cancellation of or material change in such coverage. Lessee must provide certificates of insurance, if requested by Lessor, before shipment or delivery of equipment to Lessee. If Lessee is self-insured, it shall furnish written evidence of such fact all to the satisfaction of Lessor. THE PROVIDING OF ANY INSURANCE REQUIRED HEREIN DOES NOT RELIEVE THE LESSEE OF ANY OF THE RESPONSIBILITIES OR OBLIGATIONS ASSUMED BY THE LESSEE IN THIS AGREEMENT, OR FOR WHICH THE LESSEE MAY BE LIABLE BY LAW OR OTHERWISE. If requested by Lessor, Lessee at its own expense shall furnish a bond in the amount of the value of the equipment with sureties satisfactory to the Lessor to insure fulfillment of this contract. 7.8 RETURN OF EQUIPMENT. Lessee agrees that if it fails to pay the rent when due, or if it becomes a debtor in a bankruptcy proceeding, goes into receivership, fails to abide by any of the provisions of this contract, or if the Lessor shall for any other reason make demand of the equipment, the Lessee will return said equipment forthwith to the Lessor. In the event of a breach of this contract by Lessee. Lessor shall have the right to enter upon Lessee’s premises or the site address, and make repossession of the equipment without judicial process and without prior notice. Lessor has the right and privilege, upon reasonable notice to the Lessee, to inspect the equipment on the premises of the Lessee, or wherever located, and to observe the use of the equipment. 7.9 INTEREST/COLLECTION COSTS. The Lessee shall pay the Lessor all costs and expenses, including reasonable outside attorney’s fees, incurred by the Lessor in exercising any of its rights or remedies hereunder or in enforcing any of the terms and conditions thereof. A finance charge equal to the lesser of eighteen percent (18%) per annum, or the maximum rate allowed by law, shall be assessed on all delinquent accounts which remain thirty (30) days past, due, and shall continue to accrue at said rate after entry of judgment therefore. 7.10 EXCULPATION. The liability of the Lessor with respect to this contract, or anything done in connection therewith such as the performance or breach thereof, or with respect to the manufacture, sale, delivery, resale, installation or use of any equipment furnished under this contract, whether in contract, in tort, under any warranty or otherwise, shall not, except as expressly provided herein, exceed the total rental charges paid by the Lessee under this contract. 7.11 MISCELLANEOUS. This contract constitutes the entire agreement between the parties and may not be modified except by written instrument signed by the parties. This contract shall be governed by and construed in accordance with the laws of the State of North Carolina. If any provision of this contract is prohibited by law in any state, such provision shall, as to such state, be ineffective to the extent of such prohibition without invalidating the remaining provisions. Headings in this contract are for convenience only and shall not be used to interpret or construe its provisions. Lessee, and the persons executing this contract on their behalf, represent and warrant that; a) Lessee has full power and authority to execute, deliver and perform this contract; b) This contract constitutes a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms; and c) The persons executing this contract on behalf of Lessee are duly authorized to do so. 7.12 ARBITRATION. The parties agree that any and all disputes or controversies of any nature between them arising in connection with this agreement shall be determined by binding arbitration in accordance with the rules of JAMS (or, with the agreement of the parties, ADR Services) before a single neutral arbitrator ("Arbitrator") mutually agreed upon by the parties. If the parties are unable to agree on an Arbitrator, the Arbitrator shall be appointed by the arbitration service. The Arbitrator's decision shall be final and binding as to all matters of substance and procedure, and may be enforced by a petition to the court of competent jurisdiction for confirmation and enforcement of the award.

4 of 5 EXHIBIT “A”

STANDARD INSURANCE REQUIREMENTS FOR INDEPENDENT CONTRACTORS A Certificate of Insurance is to be sent to the Risk Management Department of Goosebumps Productions, LLC reflecting the following insurance coverage:

Commercial General Liability - $1,000,000. per occurrence $1,000,000. aggregate

Umbrella and/or Excess Liability - $2,000,000 per occurrence $2,000,000 aggregate

Automobile Liability - $1,000,000. CSL

Automobile Physical Damage

**Statutory Workers' Compensation **Employer's Liability - $1,000,000.

“All Risk” Property and/or Miscellaneous Equipment coverage on all property rented/leased or owned for replacement cost value

Fidelity Bond $50,000.

For all of these coverages except Workers’ Compensation, provide an endorsement naming Goosebumps Productions, LLC, its parent(s), subsidiaries, successors, licensees, related & affiliated companies, their officers, directors, employees, agents, representatives & assigns as Additional Insureds as their interests may appear and where applicable as loss payees as their interests may appear

All endorsements required above must indicate that the Named Insured's insurance is primary and any insurance maintained by the Additional Insureds is non-contributing to any of the Named Insured’s insurance.

**Worker’s Compensation coverage should include a Waiver of Subrogation endorsement in favor of Goosebumps Productio ns, LLC, its parent(s), subsidiaries, successors, licensees, related & affiliated companies, their officers, directors, employees, agents, representatives & assigns

A Thirty (30) Day written notice of cancellation, non-renewal or material reduction in coverage

The insurance carriers must be licensed in the state of California & have an A.M. Best Guide Rating of at least A:VII

CERTIFICATE HOLDER: Goosebumps Productions, LLC c/o 10202 W. Washington Blvd., Culver City, CA 90232 Attn: Risk Management

** Not required if Contractors payrolled by Goosebumps Productions, LLC’s payroll services company

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