- Lease. Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the property (the “Leased Property“) described in Schedule A attached hereto and incorporated by reference herein, subject to the additional terms and conditions set forth on Schedule A. Lessor shall deliver the Leased Property to Lessee at the location specified on Schedule A, at Lessor’s sole cost and expense, unless otherwise agreed to in writing by Lessor and Lessee, upon the payment of total rental specified on Schedule A.
- Disclaimer of Warranties. Lessee acknowledges that Lessor is not the manufacturer of the Leased Property described on Schedule A, and Lessee specifically agrees that the Leased Property is of a design, size, fitness and capacity selected by Lessee and that, after complete examination and inspection of the Leased Property, Lessee is satisfied that the same is suitable and fit for its intended purposes.
Lessee further specifically agrees that Lessor has made no and hereby expressly makes no representations or warranties of any kind, direct or indirect, express or implied, including, but not limited to, any representations or warranties with respect to suitability, durability, fitness for use or merchantability of the Leased Property.
Lessee specifically waives all rights to make a claim against Lessor herein for breach of warranty, of any kind whatsoever. Lessor shall not be liable to Lessee for any loss, damage or expense caused, directly or indirectly, by the Leased Property or for the use or the maintenance hereof or for the failure of operations thereof, or for the repairs, service or adjustment thereto, or by any delay or failure to provide any thereof, nor by any interruption of service or loss of use of the Leased Property for any loss of business or any other damage whatsoever and however caused. No defect or unfitness of the Leased Property shall relieve Lessee of the obligation to pay rent, or any other obligation under this Agreement.
- Maintenance, Repair and Replacements. Lessee shall provide and pay for all supplies and accessories which are necessary for proper and efficient operation of the Leased Property, and shall keep the Leased Property in good order and in good repair.
Lessor shall not be liable for any loss of profits or other consequential damages or any inconvenience resulting from theft, failure, destruction or disrepair of the Leased Property or the time required to recover, service or repair the Leased Property. Lessee agrees to indemnify Lessor against any and all claims, demands, losses, expenses or cause of action, including legal expenses, court costs and attorney fees arising from the use, maintenance, repair and operation of the Leased Property.
- Title to Leased Property. Lessee shall not have or acquire any right, title or interest in the Leased Property, except the right to use the same as provided in this Agreement, and Lessor shall retain title and remain the owner thereof throughout. Lessee shall not permit any levies, liens or other encumbrances to be placed on the Leased Property.
- Inspections. Lessee may inspect the Leased Property within twenty-four (24) hours after possession of the Leased Property. Unless Lessee notifies Lessor in writing within such period of the details of any defects in the Leased Property, Lessee shall be conclusively presumed to have accepted the Leased Property in its “AS IS” condition and Lessor shall not be obligated to make any repairs or replacements to the Leased Property. Lessee shall maintain the Leased Property in good condition and repair and shall replace any damage to the Leased Property which is caused by Lessee’s lease of the Leased Property prior to termination of this Agreement. Lessor may inspect the Leased Property and observe Lessee’s use of the Leased Property as and when requested by Lessor. Lessor may immediately seize the Leased Property without notice or liability to Lessee, if, upon such inspection, Lessor determines, in Lessor’s sole discretion, that the Leased Property is being utilized beyond its capacity or in any manner improperly cared for or misused.
- Damages To or From Leased Property. Lessee shall indemnify and hold harmless the Lessor from and against (i) any damage, loss, theft or destruction of the Leased Property or the contents thereof during the term hereof; and (ii) any loss, damage, injury, claim, demand, cost and expense (including legal expense) arising out of or connected with the use, operation or condition (including latent and patent defects) of the Leased Property during the term hereof. Lessee shall promptly notify the Lessor of any such loss of which the Lessee has knowledge. Lessee has full responsibility for the cost and expense of replacement or repairs performed upon the Leased Property due to damages through fire, theft, collision, upset, overload, abuse vandalism, malicious mischief or like loss.
- Insurance. The Lessee must insure the Leased Property for the term hereof and provide proof of compliance to Lessor and Lessor shall be named as an additional insured and loss payee on each policy. The insurance must be placed with an insurance company admitted to do business in the state where the Leased Property is to be located, and the insurance must protect the Lessee and Lessor with (i) comprehensive fire and theft insurance, with a deductible amount of not more than $1,000.00; and (ii) liability insurance with limits of not less than $100,000.00 for any one person for bodily injury or death, and $300,000.00 for any one accident for bodily or death, and $50,000.00 for property damage. The Lessor may buy the insurance if the Lessee does not, but the Lessor does not have any obligation to do so. If the Lessor buys insurance, the Lessee must reimbursee the Lessor the cost of the insurance, and if the cost of the insurance increases during the term hereof, the Lessee will pay the increase. A lapse in insurance coverage at any time for any reason shall be a material breach of this Agreement by the Lessee, and Lessor shall have the right and option to cancel this Agreement immediately and to take immediate possession of the Leased Property.
- Failure of Insurance to Pay. Lessee specifically agrees to hold Lessor harmless from and indemnify Lessor against any loss or casualty which for any reason shall not be covered by any policy of insurance hereinabove mentioned, and expressly agrees to pay forthwith the amount of any deductible applicable to any such casualty or loss.
- Duty to Notify of Accidents. In the event of any accident or damage involving the Leased Property, Lessee shall furnish to Lessor and the liability insurer of the Leased Property, within twenty-four (24) hours, a report of same on the form furnished by the insurer. If any claim is made or action commenced for damages of any kind or injunctive relief or the like regarding the Leased Property, the Lessee shall promptly notify the Lessor thereof and furnish Lessor a copy of every demand, notice, summons, process and pleading received in connection therewith, and cooperate with Lessor and the insurer in defending same.
- Authority to Receive Insurance Payments. The Lessee expressly authorizes Lessor to receive or collect any money paid under the insurance, endorse checks or drafts relating to the payment, and settle or release any claim with respect to insurance.
- Return of Leased Property. Upon expiration of the term of this Agreement, Lessor shall remove the Leased Property from the location indicated on Schedule A, at Lessor’s sole cost and expense. The Leased Property shall be in the same condition as when delivered to Lessee, ordinary wear and tear excepted.
- Restrictions on Operation of the Leased Property. Lessee shall operate the Leased Property only in the normal and ordinary course of Lessee’s business, not in violation of any law, rule, regulation, statute or ordinance. Lessee shall indemnify, defend and hold Lessor harmless from and against all fines, forfeitures, seizures, confiscations and penalties arising out of any such violations. The Leased Property shall at no time be used for any purpose other than that for which the Leased Property was designated and intended, and shall not be altered, modified, added to or detracted from by Lessee. Lessee shall not tamper with, disconnect, remove or otherwise interfere with the operation of any instruments or equipment located in the Leased Property. Lessee shall apply with all applicable laws, rules, regulations and ordinances in using and operating the Leased Property, and fines or penalties imposed by any governmental authority upon the Leased Property or the operator thereof during the term hereof shall be paid by Lessee.
- Assigns and Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective successors, assigns, heirs and legal representatives, subject to all provisions hereof. Lessor shall have the right and option to sell or assign this Agreement at its discretion, but Lessee shall not have the right to assign, pledge, or otherwise encumber this Agreement or any interest therein or to sublet the Leased Property without the express written consent of Lessor. In the event of the assignment of this Agreement or any interest therein by Lessor, Lessee agrees to accept and comply with such notice thereof as Lessee may receive from the assignee of Lessor. In the event Lessor assigns its interest under this Agreement, Lessee agrees to make all future rental payments due hereunder to the assignee, if so directed by the Lessor.
- Default; Remedies Upon Default. In the event Lessee defaults in the performance of any of the other terms, conditions and covenants contained herein, or if the Leased Property be levied upon or encumbered in any way, or if, at any time in the good faith judgment of the Lessor, its rights in the Leased Property or any part of the Leased Property in any way shall be prejudiced or rendered insecure, Lessor shall have the immediate right to exercise any one, or more, of the following remedies, which shall be construed to be cumulative in nature:
- a) Immediately to retake possession of the Leased Property without further notice to Lessee and without legal proceedings, and Lessee hereby authorizes and empowers Lessor to take possession of the Leased Property wheresoever situate.
- b) To terminate this Agreement as to any or all of the Leased Property.
- Commercial Nature of Lease. This is a commercial lease transaction and is not a sale, and Lessee warrants that the Leased Property is to be used for business purposes.
- Entire Agreement/Enforceability. This Agreement constitutes the entire agreement between the parties and there are no oral agreements or understandings affecting this instrument and any modification or change to be binding upon the parties hereto must be in writing and signed by the Lessor, and Lessor’s failure to enforce any provisions of this Agreement shall not be construed as a waiver thereof or as excusing Lessee from future performance. In the event any court of competent jurisdiction shall finally adjudge that any provision or provisions hereof shall be deemed by such court to be illegal or unenforceable, the balance of this Agreement shall remain in full force and effect, excluding the provision so held illegal or unenforceable. This Agreement has physically been executed in the State of Ohio, and all provisions hereof shall be construed by and according to laws of the State of Ohio. The warranties, indemnities, assumptions of risk, liabilities and obligations of Lessee arising under this Agreement shall continue in effect after the termination of this Agreement, regardless of the reason for termination.