LEASE/RENTAL AGREEMENT TERMS & CONDITIONS
Equipment and Vehicles
Please Read Carefully. You Are Liable For
Our Equipment and Vehicles From Time They Leave Our Yard Until the Time They
Are Returned To Us and We Sign For Them
1. Indemnity.
Lessee/Renter (“CLIENT”) agree to defend, indemnify, and hold GEO FILM GROUP, our agents, employees,
assignees, suppliers, sub-lessors and sub-renters (“Us” or “We”) harmless
from and against any and all claims, actions, causes
of action, demands, rights, damages of any kind, costs, loss of profit,
expenses and compensation whatsoever including court costs and attorneys' fees
(“Claims”), in any way arising from, or in connection with the Vehicles
and Equipment rented/leased (which vehicles and equipment, together, are
referred to in this document as “Equipment”), including, without limitation, as
a result of its use, maintenance, or possession, irrespective of the cause of
the Claim, except as the result of our sole negligence or willful act, from the
time the Equipment leaves our place of business when you rent/lease it until
the Equipment is returned to us during normal business hours and we sign a
written receipt for it.
2. Loss of or Damage to Equipment. You are responsible
for loss, damage or destruction of the Equipment, including but not limited to
losses while in transit, while loading and unloading, while at any and all
locations, while in storage and while on your premises, except that you are not
responsible for damage to or loss of the Equipment caused by our sole
negligence or willful misconduct.
3. Protection of Others.
You will take reasonable precautions in regard to the use of the
Equipment to protect all persons and property from injury or damage. The Equipment shall be used only by your employees
or agents qualified to use the Equipment.
4.
Equipment in Working
Order. We have tested the Equipment in accordance with reasonable industry
standards and found it to be in working order immediately prior to the
inception of this Agreement, and to the extent you have disclosed to us all of
the intended uses of the Equipment, it is fit for its intended purpose. Other
than what is set forth herein, you acknowledge that the Equipment is
rented/leased without warranty, or guarantee, except as required by law or
otherwise agreed upon by the parties at the inception of this Agreement.
5. Property Insurance.
You shall, at your own expense, maintain at all times during the term of
this Agreement, all risk perils property insurance (“Property Insurance”) covering
the Equipment from all sources (Equipment Rental Floater or Production Package
Policy) including coverage for, without limitation, (i) theft by force (ii)
theft by fraudulent scheme and/or “voluntary parting” (iii) mysterious
disappearance (iv) loss of use of the Equipment. Coverage shall begin from the
time you or your or agents pick the Equipment up at our place of business, or
take delivery of the Equipment, whichever is applicable, and shall continue
until the time the Equipment is returned to and accepted by us. The Property
Insurance shall be on a worldwide basis shall name us as an additional insured
and as the loss payee with respect to the Equipment and shall cover all risks
of loss of, or damage or destruction to the Equipment. The Property Insurance
coverage shall be sufficient to cover the Equipment at its replacement value
but shall, in no event, be less than $1,000,000. The Property Insurance shall
be primary coverage over our insurance.
6. Workers Compensation Insurance. You shall, at your own expense, maintain
worker’s compensation/employer’s liability insurance during the course of the
Equipment rental with minimum limits of $1,000,000.
7. Liability
Insurance. You shall, at your own
expense, maintain commercial general liability insurance (“Liability
Insurance”), including coverage for the operations of independent contractors
and standard contractual liability coverage.
The Liability Insurance shall name us as an additional insured and
provide that said insurance is primary coverage. Such insurance shall remain in effect during
the course of this Agreement, and shall include, without limitation, the
following coverages: standard contractual liability, personal injury liability,
completed operations, and product liability.
The Liability Insurance shall provide general liability aggregate limits
of not less than $2,000,0000 (including the coverage specified above) and not
less than $1,000,000 per occurrence
8. Vehicle Insurance.
You shall, at your own expense, maintain business motor vehicle
liability insurance (“Vehicle Insurance”), including coverage for loading and
unloading Equipment and hired motor vehicle physical damage insurance, covering
owned, non-owned, hired and rented vehicles, including utility vehicles such as
trailers. Coverage for physical damage
shall include “comprehensive” and “collision” coverage. We shall be named as an
additional insured with respect to the liability coverage, and as a loss payee
with respect to the physical damage coverage. The Vehicle Insurance shall also
include coverage for pollution caused by any vehicles. The Vehicle Insurance shall provide not less
than $1,000,000 in combined single limits liability coverage and actual cash
value for physical damage and shall provide that said insurance is primary
coverage with respect to all insureds, the limits of which must be exhausted
before any obligation arises under our insurance.
9. Insurance Generally.
All insurance maintained by you pursuant to the foregoing provisions
shall contain a waiver of subrogation rights in respect of any liability
imposed by this Agreement on you as against us. You shall hold us harmless from
and shall bear the expense of any applicable deductible amounts and self
insured retentions provided for by any of the insurance policies required to be
maintained under this Agreement. In the event of loss, you shall promptly pay
amount of the deductible amount or self-insured retention or the applicable
portion thereof to us or the insurance carrier, as applicable. Notwithstanding anything to the contrary contained in this
Agreement, the fact that a loss may not be covered by insurance provided by you
under this Agreement or, if covered, is subject to deductibles, retentions,
conditions or limitations shall not affect your liability for any loss.
Should you fail to procure or pay the cost of maintaining in force the
insurance specified herein, or to provide us upon request with satisfactory
evidence of the insurance, we may, but shall not be obliged to, procure the
insurance and you shall reimburse us on demand for its costs. Lapse or
cancellation of the required insurance shall be deemed to be an immediate and
automatic default of this agreement. The grant by you of a sublease of the
Equipment rented/leased shall not affect your obligation to procure insurance
on our behalf, or otherwise affect your obligations under this Agreement.
10. Cancellation of Insurance. You and your insurance company shall provide
us with not less than 30 days written notice prior to the effective date of any
cancellation or material change to any insurance maintained by you pursuant to
the foregoing provisions.
11. Certificates of Insurance. Before obtaining possession of the Equipment
you shall provide to us Certificates of Insurance confirming the coverages
specified above. All certificates shall
be signed by an authorized agent or representative of the insurance carrier.
12. Drivers. Any
and all drivers who drive the Vehicles you are renting/leasing from us shall be
duly licensed, trained and qualified to drive vehicles of this type. Although we may, from time to time, recommend
certain qualified drivers with whom we are familiar, we do not supply drivers.
You must supply and employ any driver who drives our Vehicles (even if the
driver is the registered owner of the vehicle or owner of a company that owns
the vehicle) and that driver shall be deemed to be your employee for all
purposes and shall be covered as an additional insured on all of your
applicable insurance policies.
13. Compliance With Law and Regulations. You agree to comply with the laws of all
states in which the Equipment is transported and/or used as well as all federal
and local laws, regulations, and ordinances pertaining to the transportation
and use of such Equipment. Without
limiting the generality of the foregoing and by way of example, you shall at
all times (i) display all necessary and proper placards; obtain all necessary
permits; and (iii) keep all required logs and records. You shall indemnify and
hold us harmless from and against any and all fines, levies, penalties, taxes
and seizures by any governmental authority in connection with or as a result of
your possession or use of the Equipment including, without limitation, the full
replacement value of the Equipment in the event of seizure or impound,
including our reasonable costs and attorneys fees.
14. Valuation
of Loss/Our Liability is Limited.
Unless otherwise agreed in writing, you shall be responsible to us for
the replacement cost value or repair cost of the Equipment (if the Equipment
can be restored, by repair, to its pre-loss condition) whichever is less. If
there is a reason to believe a theft has occurred, you shall file a police
report. Loss of use shall be determined by the actual loss sustained by us.
Accrued rental charges shall not be applied against the purchase price or cost
of repair of the lost, stolen or damaged Equipment. In the event of loss for which we are
responsible, our liability will be limited to the contract price and WE WILL,
IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INCIDENTAL
DAMAGES.
15. Subrogation. You
hereby agree that we shall be subrogated to any recovery rights you may have
for damage to the Equipment.
16. Bailment. This
agreement constitutes an Agreement or bailment of the Equipment and is not a
sale or the creation of a security interest. You will not have, or at any time
acquire, any right, title, or interest in the Equipment, except the right to
possession and use as provided for in this Agreement. We will at all times be the sole owner of the
Equipment.
17. Condition
of Equipment. You assume all
obligation and liability with respect to the possession of Equipment, and for
its use, condition and storage during the term of this Agreement except as
otherwise set forth herein. You will, at your own expense, maintain the
Equipment in good mechanical condition and running order. The rent on any of
the Equipment will not be prorated or abated while the Equipment is being
serviced or repaired for any reason for which you are liable. We will not be under any liability or
obligation in any manner to provide service, maintenance, repairs, or parts for
the Equipment, except as otherwise specially agreed or as may be within the
course and scope of employment by you.
All installations, replacements, and substitutions of parts or
accessories with respect to any of the Equipment will become part of the
Equipment and will be owned by us.
18. Identity. We will
have the right to place and maintain on the exterior or interior of each piece
of property covered by this Agreement the following inscription: Property of GEO. You will not
remove, obscure, or deface the inscription or permit any other person to do so.
19. Expenses. You
will be responsible for all expenses, including but not limited to fuel,
lubricants, and all other charges in connection with the operation of the
Equipment.
20. Accident Reports.
If any of the Equipment is damaged, lost stolen, or destroyed, or if any
person is injured or dies, or if any property is damaged as a result of its
use, maintenance, or possession, you will promptly notify us of the occurrence,
and will file all necessary accident reports, including those required by law
and those required applicable insurers. You, your employees, and agents will
cooperate fully with us and all insurers providing insurance under this Agreement
in the investigation and defense of any claims.
You will promptly deliver to us any documents served or delivered to
you, your employees, or your agents in connection with any claim or proceeding
at law or in equity begun or threatened against you, us, or both of us.
21. Default
- If you fail to pay any portion or installment of the total fees payable
hereunder you otherwise materially breach this Agreement, then such failure or
breach shall constitute a default (“Default”).
Upon the occurrence of any such Default, and in addition to all other
rights and remedies available at law or in equity, we shall have the right, at
our option, to terminate this Agreement and cease performance hereunder.
You further agree that the continuation
of our performance hereunder after a Default shall not constitute a waiver or
operate as any form of estoppel with respect to our later assertion of its
right to cease such performance at any time so long as such Default has not
been cured.
22. Return. Upon the expiration date of this Agreement
with respect to any or all Equipment, you will return the property to us,
together with all accessories, free from all damage and in the same condition
and appearance as when received by you, reasonable wear and tear excepted.
23. Additional
Equipment. Additional Equipment may from time to time be added as the
subject matter of this Agreement as agreed on by the parties. Any additional property will be added in an
amendment describing the property, the monthly rental, security deposit, and
stipulated loss value of the additional Equipment. All amendments must be in writing and signed
by both parties. Other than by this
amendment procedure, this Agreement may not be amended, modified, or altered in
any manner except in writing signed by both parties.
24. Entire
Agreement. This Agreement and any
attached schedules, which are incorporated by reference and made an integral
part of the Agreement, constitute the entire agreement between the
parties. No agreements, representations,
or warranties other than those specifically set forth in this Agreement or in
the attached schedules will be binding on any of the parties unless set forth
in writing and signed by both parties.
25. Applicable
Law. This Agreement will be deemed
to be executed and delivered in Los Angeles, California and governed by the
laws of the State of California
26. Arbitration. Any controversy or claim arising out of or
related to this Agreement or breach of this Agreement will be settled by
arbitration, in Los Angeles, California, under the auspices of the Judicial
Arbitration and Mediation Service (“JAMS”). The arbitration will be conducted
by a single arbitrator under JAMS Streamlined Arbitration Rules. The decision and award of the arbitrator will
be final and binding and any award may be entered in any court having
jurisdiction. The prevailing party in any such arbitration shall be entitled to
an award of reasonable attorneys fees and costs in addition to any other relief
granted
27. Severability. If any provision of this Agreement or the
application of any of its provisions to any party or circumstance is held
invalid or unenforceable, the remainder of this Agreement, and the application
of those provisions to the other parties or circumstances, will remain valid
and in full force and effect.
28. Facsimile/E-mail Signature. This Agreement may be executed by facsimile
signature and such signature shall be deemed a valid and binding original
signature. This agreement can also be executed through e-mail and shall be
deemed a valid & binding original signature. These terms and conditions
shall remain in effect for one year.
WE AGREE TO THE ABOVE TERMS AND CONDITIONS.
AUTHORIZED REPRESENTATIVE OF LESSEE:
____________________________________ DATE:__________________ ____________________________________
PLEASE PRINT
YOUR NAME SIGNATURE
AUTHORIZED REPRESENTATIVE OF LESSOR:
____________________________________ DATE:__________________ ____________________________________
PLEASE PRINT
YOUR NAME SIGNATURE
SL Pod
