1. Conditions. 

This Lease is only valid and binding upon Lessor upon satisfaction of the following conditions: (a) execution by Lessor's and Lessee's authorized signatories; (b) Lessee's delivery to Lessor of the Certificates of Insurance required under paragraph 11 below; and (c) Lessee's payment to Lessor of the deposit, if any, required under paragraph 4 below. 

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2. Term.

The Term of the Lease granted hereunder shall commence as of the start date of production and end when equipment has been returned to our facility unless extended by Lessor’s prior written approval. In any event, Lessee’s representations, warranties, and obligations under this Agreement shall survive through the end of the Term.

 

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3. Title. 

This Agreement is a contract of the lease only with respect to Lessee's use of the Equipment in connection with the Project for the Term. Lessee understands that Lessor leases some of the Equipment licensed to Lessee hereunder from third parties as described above (collectively, "Master Lessors").  Lessee acknowledges that Lessor and Master Lessors, as applicable, own all rights, titles and interests in and to the Equipment leased hereunder, and nothing herein shall be construed to convey to Lessee any right, title or interest in or to the Equipment.  Lessee shall not remove or deface Lessor's and/or Master Lessors' identifications from the Equipment, nor shall Lessee by act or omission cause Lessor's and/or Master Lessors' right, title or interest to be encumbered or impaired in any way. Lessee shall not place any marking on the Equipment or affix any identifying plate or stencil to the Equipment.  Lessee shall at all times protect and defend, at its own costs and expense, Lessor's and Master Lessors' title from and against any and all claims, liens, encumbrances and legal process of any of Lessee's creditors, and shall give Lessor immediate written notice of any attachment or other judicial process or proceedings which might affect any item of the Equipment. 

 

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4. Charges and Taxes. 

1. Lessee agrees to pay Lessor for the lease of the Equipment in accordance with the rental rates (the "Rent") set forth on Schedule "A."  The Rent shall begin to accrue upon delivery of the Equipment to Lessee and shall continue until return of the Equipment to Lessor's Place of Business subject to paragraph 12 and 16 below. The Rent shall be due in United States currency, without abatement, deduction or set-off of any amount whatsoever, on or before thirty (30) days after Lessee's receipt of the invoice for the Equipment.  Notwithstanding the foregoing, Lessor, in its sole discretion, shall have the right to require that Lessee pay all or a portion of the Rent as an advance prior to delivery of the Equipment.  Past due balances shall bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum interest rate allowable under California law, whichever is less. 

2. Lessee agrees to pay any and all taxes payable with respect to or based upon the lease of the Equipment, including, without limitation, all costs of placing the Equipment in bond and all duties, license fees and assessments, and all sales, use, value added, import or export taxes, or any other taxes, now or hereafter imposed by any foreign government or subdivision thereof, or any state, federal or local government, by reason of Lessee's rental, use, possession and/or transportation of the Equipment, excluding Lessor's personal property taxes or franchise taxes or other taxes applicable to Lessor's income. 

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5. Representation and Warranty - Credit Worthiness. 

Lessee represents and warrants that any credit and financial information submitted to Lessor for the purpose of inducing Lessor to enter into this Lease is complete, true and correct.  In the event that there is any adverse change in such information, Lessee shall promptly give written notice thereof to Lessor.  In the event that the credit and financial information is not true and correct or there is a material adverse change in such information, then Lessor shall have the right to terminate this Lease. 

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6. Delivery and Return. 

1. Lessor will use reasonable efforts to supply Lessee with the Equipment requested by Lessee as set forth on Schedule "A."  Unless Lessee gives Lessor written notice not later than one (1) business day immediately following delivery that the listed items of Equipment on Schedule "A" were not delivered, Lessee shall be deemed to have received such Equipment. 

2. All Equipment shall be picked up by Lessee or Lessee's agent at Lessor's Place of Business, except that Lessor will, at Lessee's request, deliver the Equipment to another location designated by Lessee, but in either case, delivery of the Equipment for purposes of this Lease shall be deemed to have taken place at Lessor's Place of Business when the vehicle or carrier transporting the Equipment departs from Lessor's Place of Business.  Lessee agrees to pay all shipping charges and other expenses (including, without limitation, insurance) incurred in connection with the shipment of the Equipment to a location designated by Lessee and return of the Equipment to Lessor's Place of Business, and to bear all risks of loss of or damage to the Equipment which may occur during the period from delivery of the Equipment to return of the Equipment to Lessor's Place of Business. Return of the Equipment to Lessor's Place of Business shall be deemed to have taken place when the Equipment has been returned to Lessor's Place of Business or another location designated by Lessor. 

3. In the event that Lessee requests delivery of the Equipment by Lessor's trucks and/or technicians referred by Lessor, then Lessee agrees to insure said trucks and/or technicians on an "all risk" basis at its own cost and expense, employ and compensate said technicians directly on its own payroll and maintain Workers' Compensation insurance coverage for such technicians. Such technicians shall be deemed to be Lessee's employees and agents from the time that they leave Lessor's Place of Business or designated location to the time that they return the Equipment to Lessor's Place of Business or designated location and Lessee agrees that Lessor has no responsibility or liability whatsoever for any of Lessee's agents' or technicians' acts or omissions. Lessee agrees to indemnify, hold harmless, and if requested by Lessor, to defend Lessor, its officers, directors, shareholders, employees, agents and representatives in accordance with paragraph 13 below in connection with delivery by Lessor's trucks and/or technicians referred by Lessor 

4. Lessee acknowledges that due to the unique nature of the equipment, failure to return the equipment to Lessor’s place of business no later than midnight on the last day of the term may cause Lessor and Master lessors to sustain severe damages, and Lessee agrees to indemnify, hold harmless, and if requested by Lessor, to defend Lessor and Master Lessors for any and all damages sustained by reason thereof, including, without limitation, the lost of rental, by reason of Lessor inability to honor its obligation to lease the equipment to a third party. Lessor and Master lessor shall also be entitled to injunctive relief to repossess the equipment. In addition, Lessee agrees that until such time as Lessee returns the equipment to Lessor’s place of business, Lessee will pay the rent up to the full replacement value of the equipment.

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7. Use, Possession and Control of Equipment. 

Lessee shall use the Equipment solely for the purpose set forth in the Recitals above and for no other purpose without Lessor's prior written approval.  The Equipment shall be deemed in the possession and control of Lessee from the time that it leaves Lessor's Place of Business until the time that it is returned to Lessor's Place of Business.  Lessee shall not lend, sublet, assign (except as set forth in paragraph 18 below), pledge, or otherwise dispose of, encumber or part with possession of the Equipment, or permit anyone other than Lessee or Lessor or their respective officers, directors and employees to have possession of, use, examine or evaluate the Equipment.  At all times during the Term hereof, the Equipment must be under Lessee's control, supervision and direction.  Lessee agrees not to make any alterations in the Equipment or attach anything to the Equipment by any means which may cause changes in or damage to the Equipment without Lessor's prior written approval.  Lessor shall have the right, at any time, to inspect the Equipment or observe its use, provided that such inspection does not interfere with production of the Project.

 

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8. Technicians. 

Lessee acknowledges that the use, operation, maintenance and repair of the Equipment requires trained and competent technicians.  Lessee shall not hire or retain the services of any technicians to use, operate, maintain or repair the Equipment without Lessor's prior written approval which approval shall not be unreasonably withheld, provided that the technicians are familiar with and have the technical competence to use, operate, maintain or repair the Equipment, as applicable.

 

Lessee agrees to employ and compensate said technicians directly on its own payroll and maintain Workers’ Compensation coverage for such technicians.  Such technicians shall be deemed to be Lessee's employees and agents, and Lessee agrees that Lessor has no responsibility or liability whatsoever for any of their acts or omissions.  Lessee agrees to indemnify, hold harmless, and if requested by Lessor, to defend Lessor, its officers, directors, shareholders, employees, agents and representatives in accordance with paragraph 13 below in connection with such technicians' acts or omissions.  

 

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9. Care and Maintenance. 

While the Equipment is in Lessee's possession or control, Lessee, at its own cost and expense, will maintain and preserve the Equipment in good condition and working order.  All repairs and maintenance shall be performed only by technicians pre-approved by Lessor in writing.  If in Lessor's judgment repairs are required over and above normal maintenance, Lessor shall make such repairs, or shall replace any Equipment needing repair if the replacement Equipment is available, provided that Lessee returns any Equipment needing repair to Lessor's Place of Business.  Lessee shall bear the cost and expense of such repairs and of transporting the Equipment to and from Lessor's Place of Business for such repairs.  Lessee shall continue to pay the Rent for the Equipment during the time period that the Equipment is being repaired or until it is replaced unless Lessor determines that the repairs are because of a defect in the Equipment.  At the termination of this Lease, Lessee will return the Equipment to Lessor in the same good condition and working order as when received. If the Equipment is subjected to dirt, dust, fullers earth, or other materials or environments which necessitate cleaning or servicing in order to restore equipment to as good condition as when received, Lessee may incur additional rental and labor charges. 

 

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10. Compliance with Laws.

Lessee, at its own cost and expense, shall comply with all laws, statutes and regulations, whether local, state, federal, or international in connection with the possession, use, operation, maintenance and transportation of the Equipment. 

 

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11. Insurance. 

Lessee shall, at its own cost and expense, from the date of delivery of the Equipment through return of all of the Equipment to Lessor, obtain and maintain in full force and effect insurance covering the Equipment (including, without limitation, the Equipment set forth on Schedule "A" and trucks, vans and other vehicles used to transport the Equipment and tools and incidentals supplied with the Equipment) on an "all risk" basis from loss, theft and/or damage and public liability insurance.  Such insurance shall be written by reputable insurers satisfactory to Lessor in at least the amounts set forth on Schedule "A" as the insured value of the Equipment, name Lessor and Master Lessors as additional insurers and as the loss payees thereunder and provide for notice to Lessor at least ten (10) days prior to modification, alteration or cancellation. Lessee shall deliver Certificates of Insurance to Lessor for Lessor's approval on or before twenty four (24) hours prior to delivery of the Equipment.  At any time that Lessor reasonably believes that Lessee has not fully complied with its obligations under this paragraph, Lessor may terminate this Lease or procure the insurance described herein, and Lessee shall forthwith reimburse Lessor for the full costs of such insurance. Notwithstanding such insurance, Lessee shall remain primarily liable to Lessor for Equipment loss, theft and/or damage and Lessor may enforce its rights and remedies directly against Lessee without proceeding against the insurer. Lessee agrees to insure technicians as per paragraphs 6c & 8. *PLEASE REFER TO THE INSURANCE REQUIREMENTS *

 

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12. Loss, Theft or Damage.

While the equipment is in Lessee’s possession or control, Lessee assumes the entire risk of loss, theft, damage or destruction of the equipment whether or not covered by insurance and whether or not such loss, theft, damage or destruction is due to Lessee’s fault or negligence. In the event of loss, theft, damage or destruction of the equipment, whether whole or in part, while in Lessee’s possession or control, Lessee shall immediately notify Lessor and Lessee shall be responsible for and prompt pay to Lessor (A) The cost of repairing such equipment and (B) rent at the same rate per week or per day as set forth on Schedule ‘A’ until such time as the equipment is fully repaired. If in Lessor’s opinion the equipment cannot be repaired or if it is lost or stolen or otherwise disappears, Lessee will pay (A) the full replacement value of such equipment as set forth on schedule ‘A’ and (B) rent ant the same rate per week or per day as set forth on Schedule ‘A’ until such time as the equipment is replaced. Lessee agrees that within (10) days of any event causing loss, theft, damage or destruction to the equipment, Lessee will provide Lessor sufficient proof that Lessee has filed a claim with Lessee’s insurance carrier for an amount, at least equal to the amount set forth in schedule ‘A’ for each day beyond the ten-day period prescribed above that Lessee fails to provide sufficient proof that Lessee has filed a claim with Lessee’s insurance carrier, Lessee agrees to pay Lessor a liquidated damages of one thousand US dollars ($1,000.00), additionally on the first day beyond the ten-day period prescribed above, if Lessee has still not provided to lessor sufficient proof that Lessee has filed a claim with Lessee’s insurance carrier, Lessor will file a complaint in the Los Angeles Superior Court for breach of contract any other appropriate cause of action. Lessee shall pay Lessor on demand all costs and expenses (including without limitation, attorney fees and costs) incurred by Lessor in exercising to law enforcement authorities within forty eight (48) hours of the discovery of same. Notwithstanding Lessee’s payment of the replacement value of the equipment, title to the equipment shall.

 

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13. Exemption from Liability; Indemnity. 

1. Lessor and Master Lessors make no representation or warranty whatsoever, express or implied, and expressly disclaim all warranties, express or implied, statutory or otherwise, with respect to the equipment, including, without limitation, with respect to the fitness, quality, design, workmanship, condition, repair, merchantability, functioning, performance or suitability of the equipment for the use contemplated by this lease or any other use. Lessee agrees to examine and test all of the equipment prompts upon receipt thereof, to immediately notify Lessor of any alleged defect therein and, at Lessor’s direction, to immediately return the allegedly defective equipment to Lessor with written specifications of the alleged defect. If Lessee fails to notify Lessor of an alleged defect and/or retains the allegedly defective equipment for more than twenty four (24) hours after receipt, Lessee shall be deemed too have acknowledged that the equipment is satisfactory for Lessee’s purposes.

2. Lessee waived and released Lessor and Master Lessor, and each of their respective officers, directors, shareholders, employees, agents and representatives, insurance carriers, successors and assigns, and each of them, from and against any and all liability, claims, demands, actions, causes of action, losses, costs, damages (including, without limitations, incidental and consequential damages) and expenses (collectively, ‘claims’) arising out of or based upon the use, possession, storage, operation, transportation or handling of the equipment (including without limitation, subrogation claims against lessor by lessee’s insurance carrier or others) or the present or future fitness, quality design, workmanship condition, repair, merchantability, functioning, performance or malfunctioning of the equipment regardless of the cause, including without limitation, the negligence (excluding gross negligence or willful misconduct) of Lessor and/or Master Lessors, and each of their respective officers, directors, shareholders, employees, agents and representatives from and against any and all claims (as defined above) brought or made against or suffered or incurred by them, or any of them, including, without limitation, in connection with loss, theft, damage or destruction of the equipment, personal injury and/or property damage arising out of or based upon use, possession, operation, transportation and/or handling of the equipment by Lessee, its officers, directors, employees, agents or other persons authorized or permitted by Lessee to use, possess, operate or transport equipment.

 

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14. Screen Credit. 

In consideration of any discount offered, Lessor will receive screen credit as follows: "Filmed with remote gyro stabilized cranes and heads from Filmotechnic USA.", or such other similar screen credit as Lessor may direct. 

 

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15. Default and Remedies. 

1. Lessee shall be in default under this Lease (hereafter "Default") if:  (a) Lessee shall fail to timely pay the Rent or other payment due hereunder, or shall breach any other term, condition or agreement under this Lease; (b) Lessee shall become insolvent or shall cease to conduct its business as a going concern; (c) Lessee shall apply for or consent to the appointment of a receiver, trustee or liquidator of Lessee or of a substantial part of the assets of Lessee, or if such receiver, trustee or liquidator is appointed without the application or consent of Lessee; (d) a petition is filed by or against Lessee under the Bankruptcy Act or any amendment thereto, including, without limitation, a petition for reorganization, arrangement or extension, or under any other insolvency law or statute providing for relief of debtors; or (e) Lessee makes an assignment for the benefit of creditors. 

2. In the event of Lessee's Default hereunder, Lessor shall have the right to terminate Lessee's possession and use of the Equipment.  In such event, upon Lessor's demand, Lessee shall immediately deliver the Equipment to Lessor's Place of Business, at Lessee's expense, or Lessor, without notice, demand or legal process, may enter any premises where the Equipment may be located and repossess and remove the Equipment from such premises.  Lessee expressly waives and releases Lessor, its officers, directors, shareholders, employees, agents and representatives from and against any and all Claims (as defined above) brought or made against or suffered or incurred by them, or any of them, or any third party arising out of or based upon Lessor's repossession of the Equipment. 

3. Upon Lessee's "Default" as defined in paragraph 15.a. above, Lessor's obligations under this Lease shall terminate; however, Lessee's obligations under this Lease (including, without limitation, with respect to the Rent and other payments under the Lease) shall survive termination of Lessee's rights hereunder.  No right or remedy conferred upon or reserved to Lessor is exclusive of any other right or remedy set forth herein or now or hereafter available at law or in equity; each such right and remedy shall be cumulative and may be enforced concurrently with, or in addition to, any other right or remedy.  Lessee shall pay Lessor on demand all costs and expenses (including, without limitation, attorneys' fees and costs) incurred by Lessor in exercising its rights in the event of Lessee's Default.   

4. No waiver by Lessor of any provision hereof or Default hereunder shall constitute a waiver of any other provision hereof or any other Default, including, without limitation, any breach or Default of the same or similar nature on any subsequent occasion.  Without limiting the generality of the foregoing, Lessor's acceptance of the return of the Equipment by Lessee shall not be deemed a waiver of any claims that Lessor may have against Lessee under the Lease, including, without limitation, with respect to damage to the Equipment. 

 

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16. Cancellation. 

Lessee’s execution of this lease creates an obligation for lessee to pay lessor the full rent required herder for the entire term regardless of whether lessee seeks to cancel or terminate this lease prior to the end of the term and/or whether lessee is unable to use the equipment leased hereunder for all or part of the term. In the event that lessee notifies lessor in writing of its desire to cancel or earlier terminate this lease, lesson shall use reasonable efforts to lease the equipment to a third party. If lessor is able to lease the equipment to a third party, them lessor will release lessee from its obligation to pay the rent for the days remaining under the lease during which a third party is leasing the equipment.

 

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17. Entire Agreement and Sever ability

1. This Lease supersedes any and all prior understandings and agreements, written or verbal, and constitutes the entire agreement of the parties with respect to the Equipment leased hereunder, and may not be modified except by a written instrument executed by both of the parties hereto.  In the event that this Lease is extended pursuant to a written instrument executed by both of the parties hereto, all of the terms, conditions and agreements set forth herein shall apply to the extended term, except, as may be specifically modified or deleted in the written instrument extending the Term. Lessor acknowledges and agrees that, in the event that Lessee rents photographic or other equipment from Camera Car Systems. or any of its affiliated or related companies, the terms and conditions of the leases governing such rentals shall apply thereto and shall not be affected by the terms and conditions of this Lease.  

2. If any provision of this Lease is found to be illegal, void or unenforceable, such provision shall be severable, shall not affect any other provision of this Lease, and shall be deemed to be modified to the extent necessary to avoid the illegality. 

 

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18. Successors and Assigns. 

This Lease and/or Lessee's rights and obligations hereunder shall not be assigned, sub-licensed or in any way transferred by Lessee without Lessor's prior written approval.  In the event that Lessee assigns this Lease with Lessor's prior written approval, Lessee agrees to remain primarily liable to Lessor according to the terms and conditions of this Lease. This Lease shall be binding upon Lessee and its parent, affiliated and subsidiary companies, successors and assigns

 

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19. Governing Law and Jurisdiction. 

This Lease shall be subject to, governed and construed under the laws of the State of California. The parties agree to submit to the jurisdiction of the state and federal courts located in Los Angeles, California in connection with any disputes arising out of or related to this Lease.