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Rental
Policy
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Misty
Production Services
LEASE/RENTAL AGREEMENT TERMS & CONDITIONS
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| 1. |
Indemnity.
Lessee/Renter (You) agree to defend, indemnify,
and hold Misty Production Services, their officers, employees
and agents (Us) 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, from the time you
take delivery on our premises or the Equipments is placed
in transit by "Us" fir delivery to "You",
until the Equipment is returned to us during normal business
hours and we sign a written receipt for it the Equipment
Liability of Lessee. |
| 2. |
Loss
or Damage to Equipment. Once you have taken delivery
of the Equipment, You are responsible for all loss, damage
or destruction of the Equipment, including but not limited
risk/loss at Misty Production Services premises, to losses
while in transit, while loading and unloading, while at
any and all named and unnamed locations, while in storage
and while on your premises, except as follows:
A. You shall not be responsible for damage to or loss of
the Equipment caused by our sole negligence or willful misconduct;
B. You shall not be responsible for damage or loss resulting
from mechanical or structural defect or breakdown due to
failure on our part to perform normal, routine or scheduled
maintenance. |
| 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.
Equipment shall be used in strict accordance with all applicable
laws, according to the standard operation procedures and
only for the purpse of production contemplated. |
| 4. |
No
Sublease. You warrant that you will not sub-rent or
sublease any of the Equipment without our prior written
consent. |
| 5. |
Equipment
in Working Order/No Warranties. 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. Other than what is set forth herein,
you acknowledge that the Equipment is rented/leased without
warranty, or guarantee of any kind, express or implied,
except as required by law or otherwise agreed upon by the
parties at the inception of this Agreement. We assume no
liability for the performance or non-performance of the
Equipment, irrespective of the cause. Without limiting the
generality of the foregoing, you agree that we shall have
no liability for consequential damages including, without
limitation, loss of time or the need to re-shoot or repair
film or video footage. |
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Inspection.
At all times during the equipment rental, Misty Production
Services shall have the right to inspect and/or observe
its use of rented equipment. |
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Alterations.
Renter shall not make any alterations, additions or improvements
to the equipment without the consent of Misty Production
Services, including but not limited to the removal of serial
numbers and/or Misty Production logos. |
| 6. |
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 for loss
of use. Coverage shall begin from the time you or your or
agents pick up or begin prepping the Equipment 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. |
| 7. |
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:
- Automobile
Liability: $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.
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| 8. |
Workers
Compensation Insurance. You shall, at your own expense,
maintain workers compensation/employers liability
insuranceas statutorily required during the course of the
Equipment rental with minimum limits of $1,000,000. In those
circumstances where labor is supplied by Misty Production
Services than those persons shall be considered either your
employees or independent contractors. |
| 9. |
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 with respect to all insureds, the limits
of which must be exhausted before any obligation arises
under our insurance. Such insurance shall remain in effect
during the course of this Agreement, and shall include,
without limitation, the following coverages which shall
meet the following minimums:
- Commercial
General Liability:
$1,000,000 per occurrence & annual aggregate of
$2,000,000. Standard contractual liability, personal
injury liability, completed operations, and product
liability shall be included.
- Foreign
Liability (if filming outside of USA or Canada): $1,000,000
per occurence limit.
- Aircraft
Liability (if filming from an aircraft): $5,000,000
per occurrence limit.
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| 10. |
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.Insurance shall be written by a reputable insurance
company aceptable to Misty Production Services.
Insurance
Coverage for Sub-Contractors/Independent Contractors:
Renter ashall ensure any and all sub-contractors and/or
independent contractors perdorming services under this
Agreement meet the insurance requirements of this agreement
by including all sub-contractors/independent contractors
as "insured" under its policies.
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| 11. |
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. |
| 12. |
Certificate
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. |
| 13. |
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 the Vehicle (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. |
| 14. |
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. |
| 15. |
Valuation
of Loss. Unless otherwise agreed in writing, you shall
be responsible to us for the replacement cost value or repair
costs 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. Rental
fees for the subject equipment shall continue to accrue
until the you have paid for the lost, damaged or stolen
equipment or until repairs are completed. Our determination
whether the damaged equipment shall be replaced ore repaired
shall be conclusive. |
| 16. |
Subrogation.
You hereby agree that we shall be subrogated to any recovery
rights you may have for damage to the Equipment rented/lease.
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| 17. |
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 property.
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| 18. |
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. |
| 19. |
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, allowing for reasonable wear
and tear. 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.
Pre-Productions
Prepping of the Equipment: You will have the opportunity
to prep the equipment at our rental facility, on location,
or at another place. You are considered to have taken
delivery of the equipment once the "prepping"
has begun, irregardless if this is done on our premises.
You are also responsible for any damage you cause to the
equipment, premises or persons as a result of your activity.
Transporation
of Equipment: You are responsible for the transportation
of equipment to and/or from any location. You are responsible
for all costs (transportation charges, taxes, duties,
broken fees, bonds, insurance and any other costs) incurred
during transit. Misty Production Services will not accept
collect shipments from you.
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| 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 its agents in connection with
any claim or proceeding at law or in equity begun or threatened
against you, us, or both or us. |
| 21.
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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, allowing for ordinary wear and tear. |
| 22. |
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.
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| 23. |
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 ad signed by both parties.
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| 24. |
Counterparts
and Facsimile Signatures. This agreement may be executed
simultaneously or in two or more counterparts each of which
shall be deemed an original and all of which shall taken
together shall constitute one in the same instrument. |
| 25. |
This
agreement shall remain in effect for the remainder of the
calendar year from the date first signed by Lessee. |
| 26. |
Applicable
Law. This Agreement will be deemed to be executed and
delivered in the State of Arizona and to venue in Maricopa
County, Arizona. This Agreement shall be governed by the
laws of the State of Arizona. |
| 27. |
Collection
and Arbitration. Invoices are payable upon receipt of
invoice and not later than thirty (30) days unless a different
payment method is agreed upon in writing. Payments not paid
within such thirty (30) days shall be considered past due
and a late charge and finance charges may be assessed. You
agree to pay attorneys fees and collection costs in
the event it is deemed necessary by us to pursue collection
of past due accounts through a collection agency or by an
attorney. This includes efforts to collect on equipment
losses. Any controversy or claim, including any claim of
misrepresentation, arising out of or related to this Agreement
or breach of this Agreement will be settled by arbitration,
in Maricopa County, Arizona. The arbitration will be conducted
by a single arbitrator under jurisdiction of and the then-current
rules of the American Arbitration Association. 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. |
| 28. |
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. |
| 29. |
LESSEE/RENTER
AGREES TO THE ABOVE TERMS AND CONDITIONS AS LISTED IN ITEMS
1 THROUGH 29, and is liable for the equipment and vehicles
from the time deliveery is accepted at Misty Production
Services premises until the time they are returned to Misty
Production Services and are signed back in. |
| AUTHORIZED
REPRESENTATIVE: |
______________________________________ |
_________________________________ |
________________ |
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TITLE: |
COMPANY
NAME: |
JOB
NAME
(if applicable): |
Please
sign and fax this document with an insurance certificate
prior to rental.
FAX number:
520-623-3144
***All
fields MUST be completed to be accepted by
Misty Production Services (unless otherwise noted).*** |
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