1.
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MAINTENANCE AND
REPAIR. STTC agrees, at its own cost and expense, to
provide with respect to the Vehicles leased,: (a) all
preventive maintenance, replacement parts, and repairs to keep the
Vehicles in good repair and operating condition; (b) oil and lubricants
necessary for the efficient operation of the Vehicles; (c) all necessary
tires and tubes; (d) road service due to mechanical and tire failures; (e)
periodic exterior washing; (f)initial painting and lettering of each
Vehicle according to SHRCO specifications at the time the Vehicle is
placed into service, at a cost not exceeding 1% of the initial cost of the
vehicle, excluding taxes. In the event any Vehicle shall be
disabled for any reason, SHRCO and/or its driver shall immediately notify
STTC. SHRCO agrees that it will not cause or permit any person
other than STTC or persons authorized by STTC to make any repairs or
adjustments to a Vehicle, and shall abide by its directions concerning
emergency
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2.
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VEHICLE LEASE SERVICE
AGREEMENT. STTC will provide for inspections, preventive
maintenance, and routine repairs in such a manner and at such times as to
minimize the disruption of the normal use of the Vehicle. SHRCO
will deliver the Vehicles to the repair facility and pick them up as
needed after repairs or maintenance is completed. Any tow
charges resulting from routine maintenance or repairs will be paid by
STTC.
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3.
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FUEL. Shrco
shall provide all fuel for the Vehicles and shall be responsible for all
reporting, taxes, and charges associated
therewith.
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4.
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LICENSES, TAXES AND
PERMITS. STTC shall, at its own expense, register and
title each Vehicle, and pay for any Vehicle inspection fees, in the state
of domicile of such Vehicle for the licensed weight. STTC shall also pay
the Federal Highway Use Tax and all personal property tax applicable to
such Vehicle in that domicile state. If permitted by law, STTC
shall obtain, at SHRCO's expense, other vehicle licenses, registrations,
or pro-rate or state reciprocity plates, as SHRCO may
request. Any increase in these rates or fees or change in the
method of assessment over the allowance shown in Schedule "A" will be
paid for by SHRCO. Other than as set forth above, SHRCO shall
pay for all permits, plates, special licenses, fees, or taxes (including
any penalties or interest) required by SHRCO's business or now or
hereafter imposed upon the operation or use of the Vehicles, or on this
lease or on the charges accruing under this lease, including, but not
limited to, sales or use taxes, mileage or ton mileage taxes, highway and
bridge tolls, and any new and/or additional taxes and
fees.
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5.
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LEASE
CHARGES. SHRCO agrees to pay STTC the charges provided
for under this lease upon receipt of
an
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6.
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VEHICLE USE AND
DRIVERS. SHRCO shall use the Vehicle only in the normal
and ordinary course of its business and operations and in a careful,
non-abusive manner, and not beyond its capacity and SHRCO shall not make
any alterations to the Vehicle without STTC's prior written
consent. Subject to the terms of this lease, from the time of
delivery to SHRCO of any Vehicle covered by this lease, SHRCO shall have
exclusive possession, control, supervision and use of the Vehicle until
its return to STTC. SHRCO agrees that all Vehicles shall be
operated by safe, qualified, properly licensed drivers, who shall
conclusively be presumed to be SHRCO's agent, servant or employee only,
and subject to its exclusive direction and control. The
Vehicles shall not be operated: (a) by a driver in possession
of or under the influence of alcohol or any controlled drug, substance, or
narcotic; (b) in a reckless or abusive manner; (c) off an improved road;
(d) on an under inflated tire; (e) improperly loaded or loaded beyond
maximum weight; or (f) in violation of any applicable laws, ordinances, or
rules; and SHRCO shall protect, defend, indemnify and hold STTC harmless
from and against all fines, claims, forfeitures, judgments, seizures,
confiscations or penalties arising out of any such
occurrence. SHRCO will be responsible for all expenses for
removing or towing any mired or snowbound Vehicle. SHRCO agrees
not to use or cause
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7.
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PHYSICAL DAMAGE TO
VEHICLES. SHRCO assumes the risk of loss of, or damage
to, the Vehicle(s) covered by this lease from any and every cause
whatsoever, including, but not limited to, casualty, collision, upset,
fire, theft, malicious mischief, vandalism, graffiti, glass breakage, and
mysterious disappearance, except as otherwise provided in this
lease. SHRCO shall, at its sole cost, procure and maintain an
automobile collision and comprehensive insurance policy protecting STTC
against any and all loss or damage to the Vehicles covered by this lease,
in form satisfactory to STTC, which policy shall provide that losses, if
any, shall be payable to STTC and/or its assignee. The amount
of coverage for each vehicle
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8.
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LIABILITY
COVERAGE. SHRCO shall, at its sole cost, provide
liability coverage for SHRCO and STTC and their respective agents,
servants and employees, in accordance with the standard provisions of a
basic automobile liability insurance policy as required in the
jurisdiction in which the Vehicle is operated, against liability for
bodily injury, including death, and property damage arising out of the
ownership, maintenance, use and operation of the Vehicle(s) with limits of
at least a combined single limit of $5,000,000 per occurrence (except that
STTC shall not be liable for damage to property left, stored, loaded, or
transported in, upon, or by the Vehicle). Such coverage shall
be primary and not excess or contributory and shall be in conformity with
the basic requirements of any applicable No-Fault or uninsured motorist
laws, but does not include "Uninsured Motorist" or supplementary
"No-Fault", or optional coverage. Such coverage, if the
obligation of SHRCO, shall be in a form acceptable to STTC and SHRCO shall
deliver all policies of insurance, or evidence satisfactory to STTC of
such coverage, prior to delivery to SHRCO of any Vehicle covered by this
lease. Each insurer shall agree, by endorsement upon the policy
issued by it, or by an independent document provided to STTC, that it
shall give STTC thirty (30) days' prior written notice of the effective
date of any alteration or cancellation of such policy and that such notice
shall be sent in the manner contemplated by Article 6. SHRCO
shall notify STTC as well as SHRCO's insurance company, of any loss of, or
damage to, or accident involving
any
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9.
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INDEMNIFICATION. SHRCO
shall protect, defend, indemnify and hold harmless STTC and its partners
and its agents, servants and employees from any and all claims, suits,
costs, damages, expenses and liabilities arising from: (a) SHRCO's failure
to comply with its obligations to governmental bodies having jurisdiction
over SHRCO and the Vehicles or its failure to comply with the terms of
this lease, or the use, selection, possession, maintenance, and/or
operation of the Vehicle; (b) any liability imposed upon or assumed by
SHRCO under any Workers' Compensation Act, plan or contract and any and
all injuries (including death) or property damage sustained by SHRCO or
any driver, agent, servant or employee of SHRCO; or (c) SHRCO's failure to
properly operate or maintain a trailer or other equipment not leased by
STTC under this lease, or properly connect any trailer or other equipment.
Where the Vehicle is operated with a trailer or other equipment not leased
by STTC under this lease, then SHRCO warrants that such trailer or other
equipment shall be in good operating condition compatible in all respects
with the Vehicle with which it is to be used and in compliance with all
laws and regulations covering the trailer or other
equipment.
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10.
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ACCEPTANCE OF
VEHICLES. If subsequent to the date of preparation of
the Schedule "A",
any law, rule, or regulation shall require the installation of any
additional equipment or accessories, including, but not limited to,
anti-pollution and/or safety devices, or in the event that any
modification of the Vehicle shall be required by virtue of such law, rule
or regulation, STTC and SHRCO agree to cooperate in arranging for the
installation of such equipment or the performance of such modifications
and SHRCO agrees to promptly pay the full cost thereof, including any
additional maintenance expenses
upon
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11.
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FORCE
MAJEURE. STTC shall incur no liability to SHRCO for
failure to perform any obligation under this lease caused or contributed
to by events beyond STTC's reasonable control, such as, but not limited
to, war, fire, governmental regulations, labor disputes, manufacturer,
supplier or transportation shortages or delays, or fuel allocation
programs.
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12.
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VEHICLE
TITLE. Title to the Vehicles and all equipment delivered
to SHRCO under this lease shall remain in STTC or its
designee. SHRCO shall, at all times, at its sole cost, keep the
Vehicles and related equipment free and clear from all liens,
encumbrances, levies, attachments or other judicial process from every
cause whatsoever, (other than a claimant through an act of STTC), and
shall give STTC immediate written notice thereof and shall indemnify and
hold STTC harmless from any loss or damage, including attorneys' fees,
caused thereby.
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13.
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DEFAULT BY SHRCO AND
REMEDIES. In the event SHRCO shall fail or refuse to pay
any charges under this lease when due, or perform or observe any other
term of this lease for five (5) days after written notice is sent to SHRCO
by STTC, or if SHRCO or any guarantor of SHRCO's obligations shall become
insolvent or make a bulk transfer of its assets or make an assignment for
the benefit of creditors, or if SHRCO or any guarantor of SHRCO's
obligations shall file or suffer the filing against it of a petition under
the Bankruptcy Act or under any other insolvency law or law providing for
the relief of debtors, or if any representation or warranty made by SHRCO
herein or any document furnished by SHRCO or a guarantor of SHRCO's
obligations shall prove to be incorrect in any material respect, STTC
shall be entitled to pursue the remedies specified in the following
paragraph. Upon the happening of one of the preceding Events of
Default, STTC may, with or without terminating this lease, with or
without
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14.
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ADJUSTED
COST. The parties hereto recognize that the lease rate
provided for in this lease is based upon STTC's current costs and that
such costs may fluctuate. Accordingly, STTC and SHRCO agree
that for each rise or fall in the Consumer Price Index for All Urban
Consumers for the United States, published by the United States Department
of Labor, Bureau of Labor Statistics, or any successor index designated by
STTC, above or below the Consumer Price Index figure applicable for each
leased Vehicle per the individual Addendum for that vehicle, the fixed
lease charges shall be adjusted upward or downward. All increases under
this Article shall be cumulative and shall be calculated only on the
charges initially shown on the Vehicle's individual addendum. Upon adjustment, the
fixed lease charge shall be rounded off to the nearest whole
cent. This adjustment in cost to Shrco may be waived by STTC
for a given period or in any given year and such waiver does
not affect the ability to apply such change in the succeeding years to
future lease costs.
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15.
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NON-LIABILITY FOR
CONTENTS. STTC shall not be liable for loss of, or
damage to, any cargo or other property left, stored, loaded or transported
in, upon, or by any vehicle furnished to SHRCO pursuant to this lease at
any time or place, and SHRCO agrees to
protect,
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16.
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ASSIGNMENT AND
SUBLETTING. Without prior written consent of STTC, which
consent will not be unreasonably withheld, SHRCO shall not voluntarily or
involuntarily assign or pledge this lease or the Vehicles, or sublet, rent
or license the use of the Vehicles, or cause or permit the Vehicles to be
used by anyone other than SHRCO or its agents, servants or
employees. This lease and any Vehicles, rent or other sums due
or to become due hereunder may be assigned or otherwise transferred,
either in whole or in part, by STTC, without affecting any obligations of
SHRCO and, in such event, the right of SHRCO shall be subject to any lien,
security interest or assignment given by STTC in connection with the
ownership of the Vehicle(s), and the transferee or assignee shall have all
of the rights, powers, privileges and remedies of
STTC.
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17.
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DISCLAIMER. STTC
MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY VEHICLE
COVERED BY THIS LEASE. STTC SHALL NOT BE LIABLE FOR LOSS OF
SHRCO'S PROFITS OR BUSINESS, LOSS OR DAMAGE TO CARGO, DRIVER'S TIME, OR
ANY INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES.
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18.
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MISCELLANEOUS. This
lease and the schedules and/or riders attached hereto shall constitute the
entire agreement between the parties and to be binding on STTC must be
signed by an officer of STTC. This document shall constitute an
agreement of lease and nothing shall be construed as giving to SHRCO any
right, title or interest in any of the Vehicles or related equipment,
except as lessee only. Upon execution of this lease by STTC and
SHRCO, the lease shall be binding on the respective parties and their
legal representative, successors and assigns. Its terms shall
not be amended or altered by failure of either party to insist on
performance, or failure to exercise any right or privilege, or in any
manner unless such amendment or alteration is in writing and signed on
behalf of the parties hereto. This lease shall supersede any
and all proposals or agreement, written or verbal, between the parties,
relating to
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