CALI EQUIPMENT RENTALS LLC

EQUIPMENT RENTAL AGREEMENT TERMS AND CONDITIONS (“AGREEMENT”)

1. GENERAL. This Agreement is between Cali Equipment Rentals LLC (“CER”) and the

customer identified on Page 1 (“Renter”). CER will provide Renter the vehicle(s) or large

equipment (collectively, “Equipment”) described on Page 1 and in accordance with the terms set

forth in this Agreement. CER will provide the Equipment “as is” and in good working condition

during the rental period (the “Rental Period”) and according to the rental subtotal price identified

on Page 1 (“Rental Price”). Renter agrees to return the Equipment prior to the expiration of the

Rental Period, or to pay the additional rental fees described in Section 8 below.

2. PAYMENT. Renter is responsible for all charges due in full at the commencement of the

Rental Period or upon CER’s request, using a payment card approved by CER (“Renter Card”),

including deposits (“Deposits”). Renter consents to the reservation of credit for estimated

charges due, and authorizes CER to process all amounts due, on Renter Card (including vehicle

rental, traffic law violations and parking citations), and any applicable administrative charge. In

the event Renter cancels delivery of large equipment within twelve (12) hours of the scheduled

delivery time, a cancellation fee of Seventy-Five Dollars ($75.00) will be charged to the credit

card on file. All charges are subject to audit, and either party will promptly pay to or credit the

other party for any necessary adjustments or corrections to charges as a result of the audit.

Renter must notify CER in writing of any disputed amounts, including credit card charges,

within fourteen (14) days after the receipt of the CER rental contract/invoice, or Renter will be

deemed to have irrevocably waived its right to dispute such amounts. Renter will also pay all

direct costs of collection, including attorney fees, and interest at the highest rate permitted by law

on any past-due amounts.

3. PERMITTED USE/RESTRICTIONS/MAINTENANCE. Renter agrees that CER has no

control over the manner in which the Equipment is operated during the Rental Period. Renter

warrants that: (a) Renter will inspect the Equipment to confirm that it is in good condition,

without defects and is suitable for Renter’s intended use; (b) Renter has received all information

requested regarding the operation of the Equipment; (c) CER is not responsible for providing

operator or other training unless requested by Renter; (d) Renter will use the Equipment for its

customary purpose, in compliance with all operating and safety instructions and immediately

discontinue use of the Equipment if it becomes unsafe or in a state of disrepair; (e) the

Equipment will be kept in a secure location; (f) Renter will maintain possession of the

Equipment and will not sublease or sell the Equipment or assign this Agreement; (g) Renter will

keep the Equipment free and clear of all liens, charges and encumbrances; (h) Renter will use the

Equipment in compliance with all applicable laws and regulations; (i) Renter will not alter or

cover up any decal or insignia on the Equipment or remove any operational or safety

instructions; (j) Renter will not aid in the vandalism or theft of the Equipment; (k) Renter will

not rent the Equipment upon the basis of false or misleading information; (l) Renter will not

operate the Equipment while intoxicated or under the influence of any substance that impairs

Renter’s ability; (m) Renter will not use the Equipment in a negligent, illegal, unauthorized or

abusive manner, or in any publication; and (n) Renter will not remove, operate, or utilize the

Equipment outside of the United States, Canada or Guam.

A. For Large Equipment Rentals Only. Renter is required to do the following: (1)

Renter will maintain proper fuel, oil or lubrication levels in the large equipment; and (2) Renter

further agrees to perform routine inspections on the large equipment, including inspections on

leaks, cooling systems, water batteries, cutting edges, and cleaning in accordance with the

manufacturer’s specifications.

B. For Vehicle Rentals Only. The rented vehicle includes tires, two loading ramps, if

applicable, a trailer, customary vehicle accessories, and documents (“Vehicle”). For the purposes

of this Agreement, “Authorized Driver” means, the following people to the extent they are at

least twenty-one (21) years old, have a valid driver’s license for the class of Vehicle being rented,

and have Renter’s express permission to operate the Vehicle: (i) Renter’s spouse; and (ii)

additional drivers named on the front of this Agreement.

(1) Use Restrictions. The following restrictions apply to the use of the Vehicle: The

Vehicle will not be operated by anyone who is not an Authorized Driver; All occupants in the

Vehicle must comply with seat-belt and child-restraint laws; The number of passengers in the

Vehicle will not exceed the number of seat-belts and child-restraints; Renter will only operate

the Vehicle on regularly maintained roadways; Renter will ensure that keys are not left in the

Vehicle and will close and lock all doors and windows upon exiting the Vehicle; Renter will not

(i) transport people or property for hire; (ii) tow anything (with the exception of an attached

trailer if rented pursuant to this Agreement); (iii) carry or transport hazardous or explosive

substances; (iv) engage in a speed contest; or (v) load the Vehicle or transport weight exceeding

the Vehicle’s maximum capacity; Renter will not engage in reckless misconduct which causes the

Vehicle damages or causes personal injury or property damage; and Renter will not use the

Vehicle for the commission of a felony or for the transportation of illegal drugs or contraband.

(2) Fuel. Renter will return the Vehicle with the same level of fuel that the Vehicle

contained when rented (“Original Fuel Level”). Vehicles returned with less than the Original

Fuel Level are subject to a fuel replacement charge.

(3) Repossession of Vehicle. The Vehicle may be repossessed, without notice and at

Renter’s expense, if the Vehicle (i) is not returned to The CER at the expiration of the Rental

Period; (ii) is illegally parked; (iii) is used in violation of law or this Agreement; (iv) is sold or

transferred in violation of this Agreement; or (v) appears to be abandoned.

(4) Property Placed, Transported or Left in Vehicle or at CER. Renter is solely

responsible for all loss of and damage to any property placed, transported, or left in the Vehicle,

or at a CER facility or yard. Renter will pay all costs associated with the disposal of any such

property.

(5) Parking Citations. Renter will pay all fines for parking citations issued during the

Rental Period. In the event CER is required to respond to authorities concerning any citations,

then Renter will be charged an administrative fee of Twenty Dollars ($20.00). The CER may

provide information about this Agreement to those authorities.

C. Equipment Return. If CER delivered the Equipment to Renter, upon the expiration

of the Rental Period, Renter will make the Equipment available for pickup at the location at

which the Equipment was delivered to Renter, unless a different location is agreed upon by CER

(in which case an additional fee may apply). If the Renter rented the Equipment from a CER

location, Renter, on or prior to the expiration of the Rental Period, will return the Equipment to

the CER location where the Equipment was rented. In either instance, the Equipment must be

returned in the same condition as when rented. Moreover, if the Equipment is not returned as

specified in this Section 3, a cleaning charge, a drop charge or a rate change may apply (in

addition to any remedies set forth in Section 8 below). If the Equipment is not returned at the

expiration of the Rental Period or if CER determines that the Equipment is no longer in Renter’s

possession, Renter will be deemed unlawfully in possession of the Equipment, and CER may,

among other remedies, seek the issuance of a warrant for the arrest of Renter or any other person

in possession of the Equipment.

D. Telematics. The Equipment may be equipped with a telematics device that enables

CER or its fleet management provider to monitor the use and location of the Equipment. The

telematics device is used to collect the Equipment’s location (determined by GPS systems), fuel

consumption, mileage, and systems status information. CER may use the information for various

purposes, including, but not limited to: (i) locating lost or stolen Equipment; (ii) analyzing and

improving CER’s rental program; (iii) enforcing the terms of this Agreement; or (iv) providing

Renter with support, assistance, or services. CER may share information collected with

companies performing services for CER, and as deemed necessary by CER, (1) to comply with

legal process or a request from a governmental entity, and (2) to protect The CER's rights and

property.

E. Investigations. All Renters will promptly complete incident reports, deliver to CER a

copy of all related documents, and fully cooperate with CER’s investigation of any vandalism,

theft, accident, claim or lawsuit involving the Equipment. This obligation to cooperate does not

create a duty of defense by CER.

F. California Proposition 65 Warning Notification Requirement. Renter

acknowledges that Equipment can expose Renter to chemicals including toluene, which are

known to the State of California to cause birth defects or other reproductive harm. For more

information go to www.P65Warnings.ca.gov.

4. EQUIPMENT DAMAGE / REPAIRS / PROTECTION.

A. For Large Equipment Rentals Only.

(1) Equipment Damage. Regardless of fault, Renter is responsible for all loss of and

damage to the Equipment (including loss or damage due to normal use, caused by theft, abuse,

misuse, neglect, or intentional acts). Renter is responsible for CER’s loss of use and an

administrative charge for expenses associated with processing the loss and damage claim

(collectively, “Administrative Charges”).

(2) Damage Protection. Damage protection is an optional service offered by CER that, if

selected, modifies this Agreement to relieve Renter of repair charges, replacement charges and

Administrative Charges if the Equipment is damaged during normal use during the Rental Period

(“Damage Protection”). In the event Renter elects Damage Protection services, the charge for

Damage Protection is Fifteen Percent (15%) of the Rental Price and will appear as a separate

line-item on the Agreement and on the invoice. Renter must accept or decline the Damage

Protection. Damage Protection is not insurance, and CER may make a profit on its Damage

Protection. Damage Protection does not cover loss of or damage to the Equipment caused by

theft, abuse, or intentional acts. Renter expressly acknowledges and agrees that Renter will be

responsible for all loss or damage.

(3) Repairs. In the event Renter does not elect to purchase Damage Protection, Renter

agrees that an estimated “Repair Cost” will be charged for Equipment that is returned with

damage due to abuse, misuse, neglect, or intentional acts. The Repair Cost will not exceed the

fair market value of the Equipment and applicable fees. Renter acknowledges and agrees to pay

the Repair Cost and authorizes CER to charge the Repair Cost to the Renter Card. All

maintenance or repairs must be performed by CER.

B. For Vehicle Rentals Only.

(1) Equipment Damage. Regardless of fault, Renter is responsible for all loss of and

damage to the Vehicle (including loss or damage to the spare tire, jack, trailer (when applicable),

and loading ramps), plus actual towing, storage, impound and other related expenses. Renter is

responsible for CER’s loss of use and Administrative Charges.

(2) Repairs. In the event Renter does not elect to purchase Damage Protection, Renter

will not repair or replace any part of the Vehicle or otherwise alter the Vehicle without the prior

written consent of CER. In the event consent is not obtained, Renter will pay for all unauthorized

repairs, replacement parts, and the cost of restoring any unauthorized alterations.

(3) Damage Protection. Damage protection is an optional service offered by CER that

may be declined. If selected, this optional service modifies this Agreement to relieve Renter of

repair charges, replacement charges, or Administrative Charges, if the Vehicle is damaged during

normal use during the Rental Period (“Damage Protection”). The charge for Damage Protection

will be determined by each market and will appear as a separate line-item on the Agreement and

on the invoice. Renter must accept or decline the Damage Protection service. Damage

Protection is not insurance, and CER may make a profit on its Damage Protection Program.

Damage Protection does not cover loss of or damage to the Vehicle caused by theft, abuse,

misuse, or intentional acts. All restrictions, conditions, and provisions of Damage Protection are

in this paragraph 4.B. RENTER EXPRESSLY ACKNOWLEDGES AND AGREES THAT

RENTER WILL BE RESPONSIBLE FOR ALL LOSS OR DAMAGE AND

ACKNOWLEDGES THIS DISCLOSURE.

5. LIMITATION OF LIABILITY.

A. For Large Equipment Rentals Only. DURING THE RENTAL PERIOD, RENTER

ASSUMES ALL RISKS ASSOCIATED WITH AND FULL RESPONSIBILITY FOR THE

POSSESSION, CUSTODY AND OPERATION OF THE EQUIPMENT, INCLUDING, BUT

NOT LIMITED TO, RENTAL CHARGES, RENTER TRANSPORT, LOADING AND

UNLOADING, PROPERTY DAMAGES AND DESTRUCTION, LOSSES, PERSONAL

INJURY, AND DEATH. RENTER EXPRESSLY ASSUMES ALL RISK OF DAMAGE TO THE

EQUIPMENT UNLESS RENTER PURCHASED DAMAGE PROTECTION, WHICH

ALLEVIATES CERTAIN COSTS AND RESPONSIBILITIES, AS PROVIDED IN SECTION 4.

FAILURE TO RETURN THE EQUIPMENT COULD LEAD TO RENTER BEING

PROSECUTED FOR A CRIME.

B. For Vehicle Rentals Only.

(1) RENTER IS RESPONSIBLE FOR BODILY INJURY (INCLUDING DEATH) AND

PROPERTY DAMAGE TO OTHERS RESULTING FROM USE OR OPERATION OF THE

VEHICLE (“LIABILITY”).

(2) Subject to applicable law, drivers are excluded from any insurance policy that may be

available to CER, and CER’s liability protection does not apply to: bodily injury (including

death) or property damage to the Vehicle driver or the driver's family members related by blood,

marriage, adoption who resides with the driver; or uninsured or underinsured motorist or motor

vehicle insurance, supplemental or can be waived or rejected. If there is a violation of a Use

Restriction but applicable law requires that CER provide all or part of the liability protection

described above, the same limitations apply.

6. NO WARRANTIES. CER does not design or manufacture the Equipment and is not the agent

of the manufacturer or any other supplier of the Equipment. CER DISCLAIMS ALL

REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO

THE EQUIPMENT, ITS DURABILITY, CONDITION, MERCHANTABILITY, OR FITNESS

FOR ANY PARTICULAR PURPOSE. Renter acknowledges acceptance of the Equipment “as

is” and on a “where is” basis, with “all faults” and without any recourse whatsoever against

CER.

7. INDEMNIFICATION. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS

AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, RENTER HEREBY

INDEMNIFIES, RELEASES, AND HOLDS CER HARMLESS FROM AND AGAINST ALL

CLAIMS LOSSES, EXPENSES (INCLUDING R E AS O N AB LE ATTORNEYS’ FEES AND

EXPENSES), LIABILITIES AND DAMAGES (INCLUDING PERSONAL INJURY, DEATH,

PROPERTY DAMAGE, LOST PROFITS, AND SPECIAL, INCIDENTAL AND

CONSEQUENTIAL DAMAGES) ARISING OUT OF: (I) ALL CLAIMS WHICH ARE

EXCLUDED FROM OR IN EXCESS OF THE LIABILITY PROTECTION PROVIDED BY

THE CER; (II) ALL CLAIMS BY OR AGAINST THE CER ARISING OUT OF RENTER’S

OPERATION OF THE EQUIPMENT; AND (III) ALL CLAIMS BY OR AGAINST THE CER

ARISING OUT OF RENTER’S FAILURE TO COMPLY WITH ALL TERMS OF THIS

AGREEMENT. RENTER’S INDEMNITY OBLIGATION WILL SURVIVE THE

EXPIRATION OR TERMINATION OF THIS AGREEMENT. IF ANY PART OF THIS

SECTION IS DETERMINED INVALID BY A COURT OF COMPETENT JURISDICTION,

RENTER AGREES THAT THIS CLAUSE WILL BE ENFORCEABLE TO THE FULLEST

EXTENT PERMITTED BY LAW. TO THE EXTENT THAT RENTER’S STATE DOES NOT

ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL

DAMAGES, SUCH LIMITATIONS MAY NOT APPLY.

NOTWITHSTANDING ANY OTHER PROVISION IN THE AGREEMENT TO THE

CONTRARY, CER WILL NOT BE LIABLE TO RENTER, AND RENTER WAIVES ANY

CLAIM AGAINST THE CER FOR LOST USE, LOST PROFIT, LOST REVENUE, LOST

SAVINGS, LOST REPUTATION, LOSS OF PRODUCTIVITY, INDIRECT, INCIDENTAL,

SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATED TO THE RENTAL,

EVEN IF SUCH DAMAGES WERE FORESEEABLE OR RESULT FROM A BREACH OF

THIS AGREEMENT.

8. DEFAULT AND REMEDIES.

A. Failure to Extend Rental Period. To extend the Rental Period, Renter must obtain

CER’s written approval prior to the expiration of such Rental Period. Should Renter fail to

return the Equipment prior to the expiration of the Rental Period or fail to return the Equipment

in as good order and condition as when received, Renter will be in default of this Agreement. In

addition to remedies set forth in Section 3.C., if the Equipment is not returned prior to expiration

of the Rental Period, Renter will be charged an additional rental fee in the amount identified on

Page 1 on a daily recurring basis (“Additional Rental Fees”) until the first to occur of the

following: (i) the Equipment is returned; (ii) CER has received funds in the amount of the value

of the Equipment based upon the condition of the Equipment at the beginning of the Rental

Period (“Present Value”); or (iii) the 30th day after the Rental Period expires.

B. Breach of Terms and Conditions. In the event that CER determines Renter has

violated any term or condition of this Agreement, CER may take all action necessary to secure

either: (i) the return of the Equipment; or (ii) funds equal to the Present Value. In the event CER

must take action pursuant to this Section 8.B. or Section 3.C., Renter will reimburse CER for all

costs incurred including, without limitation, reasonable attorney’s fees. Renter expressly agrees

and hereby authorizes CER to charge to the Renter Card, all amounts shown on Page 1, and all

charges subsequently incurred by Renter under or related to this Agreement, including but not

limited to: (a) extension of the Rental Period; (b) any charges incurred in connection with the

recovery of the Equipment; or (c) any charges incurred for failure to return the Equipment,

INCLUDING, WITHOUT LIMITATION, ADDITIONAL RENTAL FEES OR EQUIPMENT

REPLACEMENT FEES (less any paid additional rental fees). To the extent required by

applicable payment card network rules, CER will obtain Renter’s additional authorization to

charge Renter Card, if applicable, for any insurance costs related to Equipment loss, theft, or

damage during the Rental Period.

C. Payments. Renter can withdraw authorization to pay the Additional Rental Fees on a

weekly recurring payment at any time and make alternative arrangements to pay the Additional

Rental Fees. CER is authorized to obtain updated card account information from the card issuer.

Renter agrees that a service charge of 1.5% per month, or the maximum rate permitted by law,

will be assessed on all delinquent accounts, until paid in full. Deposits will be returned only

after all amounts payable to CER are paid in full. Renter is prohibited to use any CER credit line

to pay for delinquent or past due accounts and any future rentals will be postponed until Renter’s

account is paid in full. If Renter’s payment towards the account is returned, denied, or otherwise

unable to be processed, the balance due may be sent to a third-party collection agency on the 31st

day after the expiration of the Rental Period.

D. No Notice. RENTER HEREBY AGREES THAT RENTER IS NOT ENTITLED TO

NOTICE OF DEFAULT OR NOTICE OF ANY ACTION OF ENFORCEMENT BY CER

OTHER THAN WHAT IS EXPRESSLY PROVIDED FOR UNDER THIS AGREEMENT.

Should CER fail to meet any of its obligations under this Agreement, Renter’s only remedy is

repair or replacement of the Equipment or a rental charge adjustment at CER’s sole discretion.

9. CONSENT TO COMMUNICATION VIA TEXTING. If Renter has consented to receive

updates about Equipment via text message. Renter understands and agrees that this consent is

not required or a condition of purchasing any products and services. Standard message and data

rates apply. Not all carriers are covered.

10. NOTICES. CER may elect to send any notices to Renter by any means determined by CER.

In particular, if Renter has provided CER with an email address, CER may send notices to Renter

by email and such email notice by CER will be valid notices for purposes of this Agreement.

11. RENTER’S INDEPENDENT STATUS. The relationship between the Parties under the

Agreement is that of independent contractors. Renter is not the agent or authorized representative

of CER for any purpose.

12. GOVERNING LAW. This Agreement will be construed in accordance with the laws of the

State of California.

13. SEVERABILITY. If any provision of the Agreement is held to be invalid or unenforceable

for any reason, the remaining provisions will continue to be valid and enforceable. If any court

finds that any provision of this Agreement is invalid or unenforceable, but by limiting such

provision it would be valid and enforceable, then such provision will be deemed to be written,

construed, and enforce as so limited.

14. ENTIRE AGREEMENT. This Agreement represents the entire agreement between CER

and Renter. This Agreement may not be amended or modified except in writing signed by both

parties. This Agreement supersedes any prior written or oral agreements between the parties.