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<br /> ERCRAFTSASE AGR
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<br /> AGENCY FURTHER AGREES:
<br /> • No Warranties : AHM LEASES PWCs "AS IS. " NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING SUITABILITY, DURABILITY,
<br /> MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONDITION, CAPABILITY, FUNCTION, PERFORMANCE, QUALITY, OR FREEDOM
<br /> FROM CLAIMS OF ANY PERSON BY WAY OF INTERFERENCE, INFRINGEMENT, OR THE LIKE HAVE BEEN MADE BY AHM, DIRECTLY OR
<br /> INDIRECTLY, CONCERNING PWCs.
<br /> • Risk of Loss : Agency shall give AHM immediate notice of any attachment or judicial process affecting any PWC or AHM 's ownership of it.
<br /> From Agency's
<br /> commencement of possession of each PWC until its return to AHM, Agency bears all risk of each PWC's loss, theft, damage, or destruction (partial
<br /> or
<br /> complete) from any cause. No such loss will relieve Agency from any obligation under this Agreement, including the duty to pay rent and other
<br /> charges .
<br /> • No Encumbrances : Agency may not sell, pledge, mortgage, or otherwise encumber any PWC or any part of it; or encumber any interest
<br /> under this
<br /> Agreement. Agency shall keep each PWC free and clear of all levies , liens , charges, and encumbrances. Any failure by Agency to do so shall
<br /> be a default for
<br /> which AHM may elect, without notice, to exercise all remedies under applicable law, equity, and this Agreement.
<br /> • Insurance: Throughout the Rental Term, Agency shall provide and maintain at its sole expense all forms of insurance that may be required
<br /> by law for the
<br /> services contemplated by this Agreement, including without limitation the following coverages : Commercial General Liability Insurance ( ISO form CG
<br /> 00 01 or
<br /> equivalent) . All coverage shall be on an occurrence basis with minimum limits of US$ 1 million per occurrence, US$ 1 million aggregate.
<br />Agency shall furnish
<br /> AHM satisfactory evidence of such insurance ("Certificate of Insurance") (naming AHM as an additional insured and a loss payee) . AHM may, at
<br /> its option ,
<br /> permit Agency to be self-insured for all or a portion of the insurance coverage required above. The furnishing of acceptable evidence of required
<br /> insurance
<br /> does not relieve Agency from any liability or obligation for which it is otherwise responsible to AHM . The limits of insurance or applicable
<br /> deductibles shall not
<br /> limit the liability of Agency or relieve Agency of any liability or financial responsibility. Such insurance as is afforded by any policies
<br /> contemplated by this
<br /> Agreement for the benefit of AHM shall be primary insurance as respects any claims, losses, or liability arising directly or indirectly from
<br />Agency's operation ,
<br /> and any other insurance or self-insurance maintained by AHM shall be excess and non-contributory with the insurance provided under this Agreement.
<br /> • Defense : In the event that any cause of action , claim , suit, or other legal proceeding is brought against AHM in connection with
<br />this Agreement, AHM , in its
<br /> sole discretion , may elect to defend such matter by counsel selected by AHM , and Agency shall cooperate with AHM in connection with such
<br /> defense. AHM
<br /> shall have the sole authority to approve or disapprove any settlement of any such action , claim , suit, or other legal proceeding .
<br /> • Return of Each PWC : Upon expiration or termination of the Rental Term : (a) each PWC shall be in the same condition it was at the
<br /> start of Agency's
<br /> possession of it, less reasonable wear and tear resulting from its proper use; and (b) Agency shall promptly return each PWC (including keys,
<br /> service logs, and
<br /> service records) to AHM's designated location . Excessive wear or damages will be charged to Agency on a pro rata basis at current replacement
<br /> costs .
<br /> • Indemnity: Except for claims to the extent arising out of AHM 's gross negligence or willful misconduct, Agency shall indemnify and defend against,
<br /> and hold
<br /> AHM, its officers, agents , employees , transferees, and successors harmless from , any and all claims , actions, suits, proceedings, costs,
<br /> expenses , damages,
<br /> and liabilities , including reasonable attorneys' fees, for all injuries or death of any person , or damage to any property occurring, arising
<br /> or resulting from , or
<br /> connected with , directly or indirectly, Agency's negligent or willful misconduct during Agency's possession , use, and return of each PWC .
<br /> These indemnities
<br /> shall survive expiration or termination of this Agreement.
<br /> • Remedies: All remedies in this Agreement and under applicable law and equity are cumulative, not exclusive. After any failure by Agency to
<br /> perform or
<br /> comply with any part of this Agreement, AHM may, at its option , terminate this Agreement. After AHM's notice to Agency of such termination ,
<br /> Agency shall
<br /> immediately and voluntarily return each PWC to AHM at AHM 's designated location , or AHM (directly, by its agent, or through court order) may
<br />enter Agency's
<br /> or other premises where each PWC may be located and take each possession of each PWC . AGENCY EXPRESSLY WAIVES NOTICE AND THE RIGHT TO
<br /> A HEARING BEFORE SUCH REPOSSESSION BY AHM , AND ANY DIRECT OR CONSEQUENTIAL DAMAGES OCCASIONED BY SUCH REPOSSESSION .
<br /> Agency shall pay all costs and expenses (including reasonable attorneys' fees) incurred by AHM in exercising any of its rights or remedies under
<br /> this
<br /> Agreement or in enforcing its provisions.
<br /> • Miscellaneous: This Agreement shall be governed by the laws of California, without regard to its conflict of laws principles, and shall be
<br /> interpreted,
<br /> construed, and enforced in accordance with them. This Agreement cannot be modified, amended, rescinded , or otherwise changed except by a writing
<br /> signed
<br /> by AHM and Agency. A waiver of a breach of any term in this Agreement will not be considered a waiver of a further breach of the same term
<br />, a waiver of a
<br /> breach of any other term, or a waiver of AHM's right to declare an immediate or a subsequent default. Any term or condition of the Agreements
<br /> may be waived
<br /> in writing by the party entitled to its benefits. This Agreement must not be construed against either party as its drafter. All representations
<br /> and warranties and
<br /> all agreements about liability and indemnification will survive after termination or expiration of this Agreement. TIME IS OF THE ESSENCE IN THIS
<br /> AGREEMENT. Each provision of this Agreement must be interpreted in a way that is valid under applicable law. If any provision is held invalid,
<br /> the rest of this
<br /> Agreement will remain in full effect. All required notices shall be in writing and sent to the other party at its address shown in this Agreement
<br /> (or to another
<br /> address such party has designated in a prior notice) . This Agreement and any incorporated exhibits, attachments, or amendments contains the entire
<br /> understanding between the parties concerning its subject matter.
<br /> • Authorized Execution : The person signing this Agreement below for Agency is validly authorized to do so by Agency and applicable law.
<br /> AGENCY EXECUTES THIS AGREEMENT THIS JLth. DAY OF 20� ,
<br /> NAME OF AG India eT' Count AHM: American to aotorCo., Inc.
<br /> SIGNED DATE . Ir Q3 SIGNED DATE
<br /> Officer of Agency . signature s gnffies acceptance by HM
<br /> NAME & TiTLEKC,nneth ` R ". ` MaWt 4 , ,, ,Cha i rma n NAME & TITLE David Fender, Manager
<br />
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