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HomeMy WebLinkAboutA511 - Contract with Ziegler Caterpillar � b 1 ZIEGLER General Line Rental Contract 6 `' k E�eatal , I 0 !i R Minnesota 952-888-4121 800-352-2812 Contract Number Iowa 515-957-3800 800-342-7002 Contract Date 10/03/2022 Missouri 515-957-3800 800-342-7002 Wisconsin 515-957-3800 800-342-7002 Branch Altoona Salesperson Travis McDowell Customer Account 0300000 Terms Lease PO Number Page 1/ To Customer: Ship To: City of Ames 2207 Edison St PO Box 811 Ames, IA 50010 Customer Contact Rich Iverson Start Date Time Expected Return Date Phone Number 1111/22 4/1/23 EQUIPMENT Item Number Equipment Name Equipment ID Serial Number Qty SMU Period Rental Rate Cat 140M3AWD N5533 N9J01347 1 2293 5 months $10,000.00 Specific instructions: Spare tires, fuel tank heater, and wing strobe not available on this unit Lessee acknowledges reading this Contract In its entirety including the provisions on the subsequent pages hereof regarding,without limitation,Casualty and Risk of Loss,Limitation of Remedies,Diecialmer of Warranties,and Lessee's obligatlons�f/5K IndemnMtcatlon. Customer Signature("'Lassos"): 6' Creat Printed Name: _�I y t?�d t snA so.�: , t� ( 'an l y,,,c5cm Date: L0i(`t 1 ;�—U 2-2- Customer agrees to the terms and conditions set forth on the preceding page(s)and the Maintenance Care Location and Inspection Lessee agrees,at its own expense,to following terms and conditions,including the websites referred to herein,all of which are maintain the Equipment In good working order,properly serviced and garaged,including incorporated herein by this reference(as the same may be amended or otherwise modified making all necessary repairs and replacements in accordance with applicable Equipment from time to time,this"Contracr).This Contract is for the rental of Equipment including all manuals and Instructions,and to return the Equipment to Lessor upon the expiration or parts of and accessories to such Equipment(collectively"Equipment"),described on the termination of the rental term in the same condition as received,except for ordinary wear preceding pages)and is between the Customer indicated on the preceding page("Lessee") and tear.Prior to each use,Lessee shall inspect the Equipment to confirm that It Is in good and Ziegler Inc.and/or its affslates('Lessor).Both parties acknowledge that this Contract condition suitable for Lessee's intended use,without defects,and includes readable labels contains all of the applicable terms and conditions.Lessor hereby notifies Lessee that with operating and safety instructions. In the event of damage or malfunction of the Lessor rejects any other terms and conditions contained in any documents sent by Lessee Equipment,Lessee shall immediately discontinue use ofthe Equipment and notify Lessor. to Lessor. Lessee shall pay for all labor,material and parts required for the proper operatic n and protection of the Equipment,including,but not limited to,expendable items such as fuel, Contract of Rental Only!Title.This Contract is one of rental orgy and Lessee shall not lubrication,cable,and bits,cutting edges,and-freeze,baits and filters.All replacement have,nor acquire,any right,title,or interest,legal or equitable.In the Equipment except tam shall be original manufactures'parts.Lessee shall provide copies of all maintenance it the right to use the same during the rental term,subject to the provisions of the Contract. and repair records to Lessor, upon request. Lessee shall n make any additions or Tice to the Equipment remains In Lessor.The Equipnhent$hail at all times be and remain alterations to the Equipment without prior written consent of Lessor. Ail additions or personal property of the Lessor,regardless If the Equipment is attached or affixed in any alterations made by Lessee shall belong to Lessor and shall be included in the Equipment manner to real estate.Lessor shall be permitted to display notice of Its ownership of the returned to Lessor; provided, however,that Lessee may be required to restore the Equipment by affixing to the Equipment an identifying stencil or plate or any other indicator Equipment to its prior condition.Lessor shall have the right.upon reasonable prior notice of ownership.Lessee shall not cover-up,modify,or in any other way prevent display of to the Lessee and during the Lessee's regular business hours,to Inspect the Equipment at Lessor's notice of ownership.Lessee shall maintain the Equipment free and clear of any the premises of the Lessee or wherever the Equipment may be located and to retake the claims,liens,or encumbrances. Equipment and declare Lessee In default if in Lessor's opinion the Equipment is being used Receipt of EaulpmArAm Delivery shall be deemed to have occurred when Lessor delivers in violation of the terms and conditions of the Contract or otherwise misused.Lessee shall Equipment to Lessee's site at Lessee's expense or Lessee takes possession of Equipment not remove the Equipment from state to which originally delivered without prior written from Lessor as determined on the first page.In the event Lessee picks up Equipment from approval of Lessor. L=or,Loksee shaii nun ailow a third party,including,but not limited to,subcontractors, ^^-• ^ - "^'^" "" ` hhh4;ire ua�r of Rtrkilkil rh161hf.;_vw--�.-�::.:::::_�y.............r.......�.��.___..._...- ...__ independent contractors,or a third party,to pick up the Equipment,with the exception of are not Included in the Rental Rate and agrees to pay for the repair or replacement of any transportation carriers directly hired by Lessee. By accepting Delivery, Lessee lines returned to the Lessor in a damaged condition,regardless of the cause of damage, acknowledges that Lessee received the Equipment and all devices and materials used to reasonable wear and tear excepted. connect the Equipment to the Lessee's towing motor vehicle in good working order and secure condition.Accepting Delivery of the Equipment constitutes acceptance of the terms Refueling Service Charge.Lessor agrees to provide the Equipment to the Lessee with and conditions of this Contract. full fuel tanks.lessee agrees to return the Equipment with full fuel tank(s).lf Lessee returns the Equipment with fuel tank(s)less than full.Lessee will pay Lessor a sum equal to Rental Term and Renewal.The term of this Contract Is for the rental term specified on the Lessor's then-applicable refueling service charge at Lessors branch where the Equipment first page and includes all additional time sport in transporting the Equipment to or from is returned. Lessee,along with any renewals or extensions of the rental term,and any additional time required for Lessor to regain full possession or conlfd of,make repairs to damage resulting Hazardous_ •Equipment and any and all attachments shall not be exposed to from rental,or discharge claims,glens,or encumbrances upon the Equipment.Lessee may regulated substances including, but not limited to. hazardous substances, hazardous renew this Contract upon prior written consort of Lessor. Any failure to return the materials,hazardous wastes,toxic substances,or pesticides.as those terms are defined In Equipment by Lessee upon the expiration or termination of the rental term or renewal applicable federal,state,and local environmental laws,regulations,and rules(`Hazardous period may,at the sole option of Lessor,constitute a renewal thereof for an additional rental Materials').Lessee represents and warrants that it shall return all Equipment,including any term.The provisions of this Contract shall apply to each renewal.No allowance will be and all attachments,tools, and machinery leased from Lessor free of all Hazardous made for holidays,time in transit or for any period of time that the Equipment may not be Materials. In the event Equipment Is exposed to Hazardous Materials, Lessee shell in actual use while in Lessee's possession. immediately contact Lessor and shall provide any and all Information,including but not Rental Pavmerhts.Lessee agrees to pay Lessor the rental charge due,plus a additional limited to: Equipment, location, circumstances of exposure, identification of Hazardous 9 n1 Materials,and what,0 any,remedial measures taken by Lessee.Lessee shall be solely charges per the terms set forth in the Contract All payments shall be made to Lessor at its responsible for any and all charges applicable to removal of the Hazardous Materials and address set forth therein.All amounts due under this Contract shall be paid the 10°of the shall provide Lessor certification of removal of the Hazardous Materials from an authorized next month from the date of invoice-A monthly We fee of 1.50%will be charged on all hazardous materials remediaton entity;however.Lessor shall retain,in Its We discretion, amounts past due.Monthly late fees shall be cumulative,and all payments made by Lessee the right to determine if Equipment has been adequately ramedlated. In the event the shall be applied first toward accrued late fees before being applied toward rent.Lessee Hazardous Materials cannot be removed from the Equipment.Lessee shall pay Lessor the waives all existing and future claims and offsets against rent or other payments due and Mg replacement cost of the Equipment as of the data the Equipment was rented to Lessee agrees to pay all rent and perform all other obltgatlons thereunder when due regardless of as rated on the Rental Contract,any and all Rental Payments which accrued during the any claim or offset that may be asserted by Lessee.Lessee's obligations hereunder shall term of the lease,and any and all disposal,remhediatlon,or other expenses incurred by not be suspended or affected by reason of Lessee's inability to use the Equipment due to Lessor. any cause.Lessee's obligation to pay Rental Payments shall survive the expiration or termination of this Contract. Data and Prlvacv.Ziegler Inc.and its partners,affiliates,subsidiaries,and third parties, n the expiration or termination of the retrial term,Lessee shall, including but not limited to manufacturers,collect and share information relating to products. Return of EgulaneM.Upon P services and customers as detailed in Zleglers Privacy Statement located at at its own expense,return the Equipment or arrange pick up of the Equipment as agreed �w z eelercal comlorlva Las well as applicable manufacturers'statements which are to by Lessor during Lassoes normal business hours,In the condition and repair as when hereby incorporated into this Contract.Manufacturers'statements may be updated at any delivered to Lessee,subject only to ordinary wear and tear.Lessee shall be liable for any time without notice. Products equipped with telematira or other tools, applications, or damage or repairs due to improper routine maintenance of Equipment, intentional, devices to assess information such as machine locations, operating hours, health of reckless,negligent,criminal or abusive use of Equipment or damage caused or allowed by equipment, and basic utilization (collectively 'Telematics"), whether manufactured by Lessee.if the Equipment is returned to Lessor in an unacceptable condition,Lessee shall Caterpillar or by other companies,collect and transmit information to the manufacturer,Its pay Lessor,upon receipt of an invoice,as additional rent all charges Tor cleaning,servicing, dealers,affiliates,subsidiaries and third parties with a legitimate business reason to access repairs and replacements necessary to restore the Equipment to acceptable condition.The the information,including but not limited to providing services and support,developing new rental term shall continue while Equipment Is being restored to acceptable condition and products and services, personalizing user experiences, Improving our products, or Lessee will be responsible for Rental Payments until completion of all repairs and service. compliance with legal obligations.Lessee understands that the Telematics may have been Fxc6es Usage.If Lessee uses the Equipment In excess of the applicable Rental Period activated on such products by Ziegler Inc.and/or the manufacturer,and may be subject to as listed at Mtos,Nwww.zieaierental com+lies/Rental-Period-PDF-2W,Lessee shall pay or required by specific manufacturer user agreements available to Lessee upon request. By Lessor Overtime or Extra Mileage as additional rent.Any deviation from the applicable rental of this product,Lessee consents to the collection,use,storage,processing.sharing Rental Period shall be in writing as agreed to by Lessor.Overtime shall be calculated based and disclosure of such Information by Ziegler Inc.and its partners,affiliates,subsidiaries, on each tour,or portion thereof,that the Equipment was used in excess of the applicable and third parties and/or manufacturers,dealers,and service providers in accordance With Retrial Period multiplied by the Overtime amount identified on the Contract.Extra Mileage the terms of this Contract, Zleglers Privacy Statement, and applicable manufacturers' shall be calculated based on the then-current extra mileage charge.Such additional rent is statements, payable on the same date as the next ordinary rem payment becomes due. Disclaimer of Warrantee.THERE ARE NO EXPRESS WARRANTIES BY LESSOR OF ten of Eaulomertt.Lessee agrees to use the Equipment in a safe and prudent manner, ANY KIND WITH RESPECT TO THE EQUIPMENT.LESSOR DISCLAIMS THE IMPLIED and shall possess and operate it in conformance with all applicable laws and regulations WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. and applicable Equipment manuals and instructions.Lessee represents and warrants that THE EQUIPMENT IS LEASED AS IS AND WITH ALL FAULTS. Equipment will be operated within its rated capacity,and,shall be responsible for the proper Casualty and Risk of Loss.Lessee shall bear all risk of loss,damage,destruction,theft, use of ground rod,where applicable.To reduce the likelihood and risk of personal injury condemnation,or other casualty to or of the Equipment from any cause whatsoever and property damage.Lessee agrees that only direct employees of Lessee properly trained (^Casualty Loss")occurring during the period beginning upon Delivery and continuing until and qualified in its operation will operate the Equipment. No third parties, including the Equipment has been returned to,and physical possession thereof has been received subcontractors and independent contractors, may operate the Equipment without prior by Lessor as required herein.Lessee shall notify Lessor in writing within two(2)calendar written consent from Lessor. In the event Lessee allows a third party to operate the days of any Casualty Loss,and within tan(10)calendar day of such Casualty Loss Lessee Equipment,Lessee shall remain fully liable for all of the duties and obligations under this shall,at Lessors option,pay to Lessor the sum necessary to compensate Lessor for such Contract,any and all actions of third parties and shall indemnity Lessor for any claims, Casualty Loss,which shall include the sum of the full replacement cost of the Equipment losses or damages incurred due to the actions of any third parties.Lessee shall pay all lost,plus the Rental Payments which have accrued and are unpaid together with the Rental expenses of operating She Equipment and all charges and expenses relating to Payments which would have accrued under the Contract during the remainder of the Rental transportation of the Equipment,including charges or expenses related to delivery or return Term,in which case the Equipment would become the property of the Lessae.and no longer of the Equipment subject to the Contract. REATA_CO%TRAC- .err. Indemnification.Lessee shall indemnity and hold Lessor,and all of its directors,officers, ceases to do business as a going concern,or a petition in bankruptcy is filed by or against agents,employees,assigns and successors(collectivey'Indemnitess'),harmless from and Lessee,or(vi)fails to perform or abide by any duty,obligation or coveram Contained in this against any and all claims,demands,actions,IlabilRies,obligations.losses,liens,costs or Contract other than those set forth in the preceding subparts(i)through(v),and such failure expenses(including attorney's fees),damages,Enes or penalties whatsoever(collectively continues for ten(10)days after the sooner of provision by Lessor to Lessee of notice of 'Claims')by any and all persons or parties arising out at,rotating to,or resulting from or such default,or the date any officer or employee of Lessee has actual knowledge of such alleged to have resulted from:(1)the rental,possession, use, maintenance, operation, default,or, (vIQ is In default pursuant to the provisioro of any other agreement by and Installation,storage,handling,transportation,replacement,or disposition of the Equipment, between Lessee and Lessor and any applicable cure periods have expired wflhout timely (II)the Iatem or other defects of the Equipment,(111)the negligence,gross negligence or any cure. other malfeasance of any party,(iv)any ad or omission pertaining to occupational safety or Remedlef In case of default by Lessee,or If Lessor deems itaeff iisect re,Lessor may any liability thered,or(v)any act or omisalon pertaining to an environmental duty or any peaceably ender the premises where the Equipment Is located and render l inoperative or any br thereof,including Contract but not limited lot:(I)property damage,bodily Injury, u death es. remove same with a without process of law and without any notice or liability to Lessee. any breach d the Contract by Lasser,and(lit)any and all claims,liens, f encumbrances Lessee hereby waives any right to any hearing or to receive any notice of legal process,as Lessee- upon the Equipment by Lessee shall reimburse such Lessor for all's indemnity, a nil fees, costs, and a precondition for Lessor recovering the Equipment.Lessee agrees to permit such entry expenses incurred obligationsnt Lessor In defense of such Claims.Lessee's indemnity,hold harmless, and action by Lessor.Repossession of the Equipment will not consttue a termination of or sole mitful isconuct Indemn extendt Witho any ut stingms tse breadt try theh ofole theneg this Contract,and the Contract shall not be deemed terminated unass Lessor notifies or sole wnlanl misconduct of I any other p visi out limiting the breadth a the above Lessee of such termination,and notwithstanding any repossession of the Equipment or any provisions,and not all Claiming any other provisions of this act of a Lessee a y norble for other action by Lessor under this Contract,Lessee shall remain liable for full perfonmance Casualty loss and all Claims arising from any accident or act d arty and every nature whatsoever,including any Casualty Loss or Claim caused by the failure of any device or of all obligations under this Contract, including,but not limited to,payment of all Rental material used it hitching the Equipment to a towing vehicle,regardless of who furnished or Payments and reimbursement to Lessor for expenses of repossession,court costs and hitched the Equipment.Liability for damage or loss of the EgWpmend is limited to the full attorney's fees.Lessee will pay to Lessor the sum equal to all Rental Payments which have accrued and are unpaid and all Rental Payments which would have accrued under the replacement cost ti the a and Le at the time it is lost or damaged,less its salvage value, remainder of the Rental Term,and said sum shall constitute liquidated damages and not a plus ore ovary administrative tee and Lessors related expenses,such as loss of use.appraisal penalty.In the evert the C bract is terminated,Lessee shall nonetheless remaln liable for tees,recovery costs and attorneys'to fees. Lessee's obligations to Indemnitees under this the Equipment or for any loss or damage to the Equipment,and for all duties and obigations section shell arwvHe expiration or termination of this Contract. which as noted harem survive the termination of this Contract.The rennedlas provided herein LImltffWn of Remadlee.Lessee's SOLE AND EXCLUSIVE REMEDY for any failure of or In favor of Lessor are not exclusive, but shell be cumulative and in addition to all other defect In the Equipment shall be the termination of the rental charges at the time of failure, remedies edstlng at law or In equity, any one or more of which may be w erclsed provided the Equipment is returned to the Lessor wlthln 24 hoi LESSOR SHALL NOT BE simultaneously or successively. RESPONSIBLE FOR ANY LOSS,DAMAGE AND/OR INJURY TO LESSEE OR LESSEE'S Force Maleure.Any failure of performance by Lessor due to causes beyond Lessons PROPERTY,INCLUDING,BUT NOT LIMBED TO,INTERRUPTION A BUSINESS,LOST ressonaUecontrd,Including but not Ilmltedtowar,dots,civil disturbances m,actsofteodsm, PROFITS, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE cIvl or military authority. government regulations, acts of God, natural theaters, fires, DAMAGES,ARISING OUT OF OR RELATING TO ANY BREACH OF ANY PROVISION OF weather conditions,cyber attacks,explosions,labor difficulties,failure d transportalion or THIS CONTRACT OR IN ANY WAY CONNECTED WITH THE OPERATION OF,USE OF, CONDITION OF,DEFECT IN,OR FAILURE OF THE EQUIPMENT RENTED,LEASED OR utilities or public services,public health emergencies of International,national,state or local SOLD.LESSEE UNDERSTANDS AND AGREES THAT NO OTHER REMEDY SHALL BE concern,and delays of suppliers or manufacturers,will not be deemed to be a default by AVAILABLE TO IT, WHETHER SAID CLAIMS FOR INJURY OR DAMAGES ARE Lessor. ASSERTED ON THE BASIS OF WARRANTY, NEGLIGENCE, STRICT LIABILITY OR Assignment Lessee may not assign,sublet,or transfer any of its rights or duties under this OTHERWISE.LESSOR WILL NOT BE LIABLE TO LESSEE FOR INFRINGEMENT OF Contract without the prior mitten consent of Lessor.Lessor may freely assign the sums due ANY TYPE RESULTING FROM THE RENTAL, PERFORMANCE OR USE OF THE or that will become due under this Contract. EQUIPMENT AND SERVICES PROVIDED HEREUNDER WITHOUT LIMITING THE Cosh,Leval Fees and Venues Lessee shall pay Lessors octal legal fees,court costs and FOREGOING,IN NO EVENT SHALL LESSOR'S AGGREGATE LIABILITY UNDER THIS other expenses and costs of remove incurred in enforcing the terms and conditions of this CONTRACT EXCEED THE TOTAL OF THE AMOUNTS PAID TO LESSOR HEREUNDER. recovery Contract.Lessee agrees that this Contract is to be construed under the taws of the State of Insurance. Lessee shall maintain physical damage and lability insurance, at Lessee's Minnesota,and for any legal action arising out of this Contract the Federal District Court of expense,during the entire term of the Contract in the following amounts: Minnesota or Hennepin District Court(4th Judicial District)shall be Ma exclusive jurisdlctlon Physical Dam Insurance.Physical damage Insurance coverage must provide either and legal venueforsaid action unless Lessor,In its sole discretion,communicate proceedings full replacement coverage for specific Equipment or"blanker coverage for all Equipment In a different jurfedidlon or venue. rented by Lessee at any given time.In the case of vehicles and trelars,the coverage mast provide actual cash value coverage for these Items rented by Lessee Lessee's Emfre Cool=Amendment This Contract constitutes the entire understanding of the Insurance policy will name'Ziegler Inc.'as loss payee, patties and that them have been no oral or other representations different or In addition to Liabl9ly Insurance.Lessee shall maintain general liability Insurance with coverage of a the provisions contained herein.This Contract shall not be amended except by written minimum of it million per occurrence.All general liability policies shall name"Ziegler amendments signed by both Lessee and Lessor. Inc.'as additional Insured. Waiver.No waiver by Lessor,nor any course of dealing,course of performance,failure or Insurance may not be canceled or materially modified without thirty(30)days prior written delay of Lessor strictly to enforce any tern, right or condition of this Contract shall be notice to Lessor. Lessee's insurance coverage shall be primary and not excess or construed as a waiver of any other term,right or condition,nor shall any single or partial contributory coverage.Lessee must provide Lessor with a certificate of Irsurance confirming exercise of any rights thereunder preclude any other or further exercise thereof or the both physical damage and liability Insurance coverage before the first Rental Payment exercise of any other right Invoice.Lessee will be automatically enrolled in Rental Equipment Protection(REP)for select items of EqulpmeM and charged an ongoing fee until prod at both coverages has Severabllity.Each portion of this Contract is intended to be severable.If any term or been provided. Payment of the fee and/or enrollment in REP is not a waiver of the provision hereof is held illegal,invalid or unenforceable in any jurisdictions such Illegality, requirement in this Contract to maintain insurance.Lessee shall pay to Lessor all costs invalidity,or unenforceability shall not affect the validity or enforceability of the remainder of incurred by Lessor relating to insurance and all obligations arising out of REP.The insurance this Contract in that jurisdiction. obligations of Lessee are separate from Lessee's Indemnification obligations,and the limits Survival.The terns and conditions as well as any other provision that,in order to give of Insurance are in no way Intended to limit Lessee's Indemnification obligations. proper effect to its Intent,should survive such expiration or termination,shell survive the Rental Equipment Protection fREAI. Rental Equlprmend Protection provides limited expiration or earlier termination of this Contract. coverage on selected Items of Equipment for physical damage or loss to the Equipment Couatercarts and Electronic Signatures.This Contract may be executed In counterparts, unless Identified as excluded In titre list located at www.zJWjcayntal,corVreo.In the event each of which is deemed an original,but all of which together are deemed to be one and the of a covered loss.Lessee will be responsible for payment dany applicable deductible.REP same agreement.Notwithstanding anything to the contrary herein,a signed copy of this Is not Insurance and does not provide Lessee with any liability coverage under any Contract delivered try facsimile,email,or other means of electronic transmission is deemed circumstances.Lessee shall remain liable to Lessor In all events for damage or loss caused to have the same legal effect as delivery of an original signed copy of this Contract.This In whole orin part by Lessee's breach of this Contract,failureto insurethe Equipment,failure Contract,and any other document necessary for the consummation of the transaction to return the rented Equipment,paymem of rental payments due under this Contract,misuse contemplated by this Contract may be accepted,executed or agreed to through the use of or abuse of the Equipment,and violation of any policy of Insurance,ism,regulation,or administrative order. an electronic signature in accordance with the Electronic Signatures In Global and National Commerce Act("ESign Act-),Title 15.United States Code,Sections 7001 et seq.,the Notices.All notices to be given with respect to this Contract,unless otherwise provided for Uniform Electronic Transaction Act('UETA")and any applicable state law.Any document therein,shall be given in writing to Lessee and to Lessor,respectively,at their addresses accepted,executed or agreed to in conformity with such laws will be binding on each party first shown in this Contract and shall be deemed effective when personally delivered or three as If It were physically executed- (3)days after being deposited In the United States mall,postage prepaid,certified mall, return receipt requested.Either party may change the address for notice by proper written notice to the other_ Compliance with taws.Rules and Reaula[ions.Lessee agrees to comply with all laws. rules, regulations, federal, state and local, which are or may become applicable to operations covered by this Contract,including,but not limited to,applicable federal and state safety orders and standards. Events of Default Lessee shall be In default of this Contract if Lessee(1)fails to pay when due any Rental Payment or any other sum to be paid under fhb Contract,or(ii)possesses, uses, maintains, operates, Installs, stores, handles, transports, replaces, or disposes (collectively,-Use)the Equipment,or permits the Use of,the Equipment for any purpose other than the Intended lawful purposes contemplated by this Contract,or(III)falls to procure or maintain any insurance coverage required by this Contract,or(N)attempts to sell, transfar,assign,encumber,or detain any of the Equipment,or(v)becomes insolvent or RENTAL CONTRACT