RENTAL AGREEMENT TERMS AND CONDITIONS

(2016.05 SITECH)

1. TERMS AND CONDITIONS. The terms and conditions contained herein fully apply to the equipment and items identified on the reverse side hereof and any parts and/or products purchased for use with the equipment rented (collectively, the “Equipment”). The reverse side hereof together with these Terms and Conditions shall be referred to herein collectively as the “Agreement”. For the purpose of this Agreement, “SITECH” shall mean SITECH Norcal, Inc., its owners, officers, directors, shareholders, and employees, and “Customer” shall mean Customer, its principals, employees, contractors, agents and successors and assigns. In consideration of hiring of the Equipment described on the reverse side, it is agreed as follows:

2. INDEMNITY/HOLD HARMLESS. Customer will take all necessary precautions regarding the Equipment rented and use of the equipment, and protect all persons and property from injury or damage. SITECH shall not be liable for injury or damage of any kind whatsoever, whether to person(s) and/or Equipment, and/or loss of time, and/or for any other loss, arising from the use of, or in any way connected with, said Equipment or any part thereof, from whatever cause arising. To the maximum extent permitted by law, Customer agrees to indemnify and hold SITECH harmless from and against any and all claims, actions, loss, damage, liability, expense (including attorney’s fees) and penalty (collectively, “Claims”) arising or resulting from any loss or damage to property, personal injury, bodily injury, sickness or disease, including death, howsoever arising, directly or indirectly, from or incident to the ownership, maintenance, operation, use or storage of the equipment, or its handling or transportation during the rental period or while in transit, and whether such injury or death to person(s) be of agents or employees of Customer or a third party. Customer further agrees to indemnify and hold SITECH harmless from and against any and all Claims arising from or related to the exposure of the Equipment to hazardous material or waste. The obligations of Customer hereunder shall survive and continue after the term of this Agreement; provided, however, that the indemnification obligations under this paragraph shall not extend to Claims directly arising from the gross negligence or willful misconduct of SITECH with respect to the Equipment.

3. ASSUMPTION OF RISK/RELEASE-DISCHARGE OF LIABILITY. Customer is fully aware and acknowledges there is a risk of injury or damage arising out of the use or operation of the Equipment rented hereunder and hereby elects to voluntarily enter into this Agreement and assume all of the above risks of injury or damage. Customer agrees to release and discharge SITECH from any and all responsibility or liability for such injury or damage arising out of the use, maintenance, instruction, operation, possession or rental of the Equipment being rented and Customer further agrees to waive, release and discharge any and all Claims for injury or damage against SITECH which Customer otherwise may be entitled to assert.

4. OPERATORS. Customer shall employ competent, qualified operators to attend to and operate the Equipment, and who shall follow all operating and maintenance instructions and procedures as per equipment manufacturer’s requirements. The Equipment shall not be used in violation of any federal, state or municipal statute, ordinance or regulation, and shall be used only in connection with the Customer’s business. Customer agrees to keep said Equipment, during the full period Customer is renting same from SITECH, in Customer’s custody and at the place specified herein, and not to remove and/or sublease or re-rent same without SITECH’s consent in writing first obtained. Customer’s rights under this lease are not assignable without SITECH’s written permission. Customer shall not undertake any alterations, modifications or repairs to the Equipment without prior written consent of SITECH. Any accessories, parts, or devices attached to or installed in the Equipment by Customer with said consent of SITECH, shall become the property of SITECH and shall not be removed by Customer without prior written consent of SITECH, and if said consent is granted, the Equipment shall be placed in the same condition as prior to the attachment or installation.

5. ACCIDENT REPORTING. In the event of an occurrence in connection with the Equipment which causes damage to the Equipment, or any other property damage or personal injury, Customer shall immediately stop using said Equipment, secure it to maintain its condition as it was at the time of occurrence, and shall immediately inform SITECH of the occurrence. Customer shall cooperate with SITECH in obtaining names of witnesses of the occurrence and such other information pertinent therein.

6. RECEIPT/INSPECTION OF EQUIPMENT. Customer hires the Equipment on an “as is” basis and acknowledges that Customer has, or will, personally inspect or cause to be inspected the Equipment prior to its use and that Customer finds it suitable for the Customer’s needs. Customer acknowledges receipt of all items listed in this Agreement, that the Equipment is in good working order and repair and that Customer understands (without further instructions) its proper operation and use.

7. POSSESSION/TITLE. Customer’s right to possession of the Equipment begins upon Equipment leaving SITECH and terminates on the return of the Equipment to SITECH as provided for herein. Customer shall provide adequate, customary security for said Equipment while in Customer’s possession. Time is of the essence of this Agreement. Title to the Equipment is and shall remain at SITECH. If the Equipment is not returned and/or is levied upon for any reason, SITECH may retake said Equipment without further notice or legal process and use whatever force is reasonably necessary to do so. Customer hereby agrees to indemnify, defend and hold SITECH harmless from and against any and all Claims arising from such retaking and/or levy. If the Equipment is levied upon or if Customer receives notice of an intent to levy upon the Equipment, Customer shall notify SITECH immediately.

8. RENTAL PERIOD / TERMS OF PAYMENT. First month’s rent for each unit due in advance or at time of delivery. Subsequent rental payments are due in full at the beginning of each monthly rental period. On the final invoice any rentals cancelled during a billing cycle will be prorated from the last billing to the date of return. The rental period begins on delivery of the equipment of the Lessee, and Lessee assumes risk of damage or loss of the equipment from the time of initial delivery until the equipment is returned in good condition to SITECH. TERMS ARE CASH UNLESS CREDIT IS APPROVED. With credit approval, payment is due Net 30 days from the purchase date. A monthly finance charge of 1.5% will be charged on all past due balances starting on the 10th day after the due date, together with any charges and expenses incurred by SITECH to recover all damages, costs and expenses owed to it, including, without limitation, all collection charges, reasonable attorneys’ fees and court costs.

9. USE OF EQUIPMENT. Equipment shall be used solely in Customer’s business and kept only at its place of business or job site; however, the Equipment shall not be removed from the continental United States. Customer shall promptly respond to all requests by SITECH concerning the job site (including, but not limited to, the identity of the property owner, general contractor, surety, if any, and legal description of premises). At all times when the Equipment is left unattended and/or overnight, Customer shall, at its expense, keep or store or cause to be kept or stored, the Equipment in a secure location.

10. CUSTOMER HAS RISK OF LOSS/ORDINARY WEAR AND TEAR. From the date and time Customer shall take possession of each item of Equipment, and until such item shall be returned to SITECH, Customer shall bear all risk of loss or damage to the equipment resulting from all causes. Customer shall be responsible for all damage not caused from ordinary wear and tear. “Ordinary wear and tear” shall mean only the normal deterioration of the Equipment caused by ordinary, reasonable and proper use of the Equipment. Damage which is not “ordinary wear and tear” includes, but is not limited to: damage due to breakage, improper use, abuse; lack of cleaning, dirtying of Equipment by paint, mud, plaster, concrete, rosin or any other material, and if applicable to overturning, overloading or exceeding rated capacities. An item of Equipment shall be “lost” when the cost of repair equals or exceeds total loss, either by destruction, theft, misplacement, or other means. If an item of Equipment is lost, Customer shall, on demand, pay to SITECH funds equivalent to the replacement cost of the item which was lost. If an item is damaged to an extent that the item has not been “lost”, Customer shall on demand, pay to SITECH all repair charges, including parts and labor, at SITECH’s standard rates or the rates charged by any other repair shop selected by SITECH, should SITECH elect to have the items repaired elsewhere. In either event, whether an item be lost or damaged, Customer shall notify SITECH within twenty-four (24) hours after such loss or damage. In the case of a lost item, the rental charges shall continue to accrue until full payment as required herein is made by a Customer. Where Equipment has been damaged, the rental charges shall continue to accrue until all repairs have been completed by SITECH or by another repair shop approved by SITECH.

11. INSURANCE REQUIREMENTS. Customer shall at its sole expense cause each item of Equipment rented from SITECH to be covered by a property casualty insurance policy. Said policy shall be sufficient to fund the obligations of Customer under Section 9 to pay for damage to any item should an item be damaged and to pay for the replacement cost of the item should an item be lost. Customer shall also at its sole cost and expense, maintain a general public liability policy in an amount not less than $1,000,000.00 per occurrence/$2,000,000.00 general aggregate against claims for bodily injury, death or property damage arising in connection with the Equipment rented by SITECH to Customer.

Policies must be issued by insurance companies with a rating of AVIII or better as shown in A.M. Best’s Insurance Guide. SITECH may require Customer to provide it with certificates or other evidence of insurance showing that SITECH has been named the loss payee with respect to the proceeds from the property casualty insurance policy as it reflects SITECH’s Equipment as well as showing that SITECH is an additional insured under said general public liability policy.

12. COMPLIANCE WITH LAWS/USE OF EQUIPMENT. Customer agrees not to use or allow anyone to use the equipment for any illegal purpose for any illegal manner or in an unsafe manner. Customer agrees at his sole cost and expense to comply with all municipal, county, state and federal laws, ordinances and regulations which may apply to the use of the equipment during the rental period. Customer further agrees to pay all licenses, fines, fees, permits, or taxes arising from his/her use of the equipment, including any subsequently determined to be due. Customer shall not: allow any person to use or operate the equipment when it is in need of repair or when it is in an unsafe condition or situation; modify, misuse, harm or abuse the equipment; permit any repairs to the equipment without SITECH’s prior permission; or allow a lien to be placed upon the equipment.

13. RETURN OF EQUIPMENT. Customer agrees to return to SITECH the Equipment on the Return Date in as good a condition as when received, ordinary wear and tear excepted, as set forth herein. Customer shall be liable for all damages to or loss of the Equipment and liability incurred prior to Equipment’s return to SITECH. Customer shall be responsible for all costs incurred by SITECH to recover and return the damaged Equipment to SITECH’s premises. If Equipment is to be “picked-up” by SITECH, Customer agrees to provide a secure storage location for the Equipment and Customer accepts all risk including damage to and liability relative to Equipment until the Equipment is picked up by SITECH.

14. DISCLAIMER OF WARRANTIES. SITECH MAKES NO REPRESENTATION OR WARRANTY of CONDITION OR PERFORMANCE WHATSOEVER, EXPRESS OR IMPLIED, OR AS TO THE MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE. SITECH FURTHER DISCLAIMS ANY LIABILITY WHATSOEVER FOR LOSS, DAMAGE OR INJURY TO CUSTOMER OR ANY THIRD PARTIES ARISING OUT OF, RESULTING FROM OR IN ANY WAY CONNECTED WITH ANY DEFECTS IN THE EQUIPMENT, LATENT OR OTHERWISE. Neither Customer’s purchase nor acceptance of the Equipment Protection Plan nor any waiver by SITECH of damages in connection with such Equipment Protection Plan is intended to constitute and does not constitute a warranty, express or implied. Customer’s sole remedy for any failure of or defect in the Equipment shall be termination of the rental charges at the time of failure provided that Customer notifies SITECH immediately of such failure and returns the Equipment to SITECH within twenty-four (24) hours of such failure.

15. LIMITATION OF LIABILITIES. Customer assumes all liability related to use of the Equipment and SITECH shall not be liable for any Claims by Customer or any third party with respect to the Equipment, its condition, use, operation or performance. EXCEPT FOR DAMAGES DIRECTLY AND SOLELY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SITECH OR THE SITECH AGENTS, NEITHER SITECH NOR THE SITECH AGENTS SHALL BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, INDIRECT, SPECIAL, INCIDENTIAL, CONSEQUENTIAL, AND EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER ARISING WHETHER OR NOT SUCH PARTY WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

16. PURCHASE ORDERS. Use of Customer’s purchase order number on this Agreement is for Customer’s convenience and identification only and does not alter, modify or nullify any of these terms and conditions.

17. SUBLETTING/LOCATION OF EQUIPMENT. Customer agrees not to sublet, loan or assign the Equipment. Customer shall not move the Equipment from the address at which Customer represented it was to be used without prior written notification to SITECH.

18. DEFAULT. Should Customer in any way fail to observe or comply with any provision of this Agreement, SITECH may, at its sole option, terminate this Agreement, retake the Equipment, declare any charges due and payable and initiate legal process to recover monies owed, and/or pursue any other legal rights and remedies available to SITECH. Exercise of any remedy available to SITECH shall not constitute an election of remedies or a waiver of any additional remedies to which SITECH may be entitled.

19. RETAKING OF EQUIPMENT. If, for any reason, it becomes necessary for SITECH to retake the Equipment, Customer authorizes SITECH to retake the Equipment without further notice or further legal process and agrees that SITECH shall not be liable for any claims for damage or trespass arising out of the removal of the Equipment.

20. LEGAL FEES. In the event an attorney is retained to enforce any provision of this Agreement, the prevailing party in the dispute shall be entitled to recover reasonable attorney’s fees and court costs in such action, or proceeding, in an amount to be determined by the court.

21. EQUIPMENT PROTECTION PLAN. (a) THE EQUIPMENT PROTECTION PLAN IS NOT INSURANCE. It is not intended as and does not constitute a warranty. If Customer does not expressly “DECLINE” the Equipment Protection Plan on the reverse side hereof, the Customer automatically accepts the Equipment Protection Plan and is required to give SITECH immediate notification of any accident, injury or damage to or by the Equipment and prompt submission of any police reports. (b) SITECH and Customer agree that in connection with Customer’s acceptance of the Equipment Protection Plan, SITECH will waive any claim against Customer for direct physical damage or loss to the equipment while in use by the Customer, except that Customer shall pay loss deductible not to exceed $1,000 for losses less than $25,000, or $2,500 for losses greater than $25,001. The foregoing damage waiver does not apply in the event Customer “declines” or otherwise opts out of the Equipment Protection Plan. (c) Notwithstanding the foregoing the following conditions are not covered under the Equipment Protection Plan – (i) Criminal, Fraudulent, Dishonest or illegal acts; (ii) Damage to Equipment beyond normal wear and tear; and (iii) Voluntary parting, false pretense, failure to return rented items, misuse/abuse, use in violation of the Agreement. (d) Customer understands and agrees that if Customer “declines” the Equipment Protection Plan at any time during the rental period, or any extensions thereto, Customer may not subsequently purchase or accept the Equipment Protection Plan for an item previously rented to Customer without SITECH having first performed an on-site inspection of the applicable equipment and agreed in writing that the Equipment Protection Plan shall cover such equipment. In the event of approval by SITECH, the Equipment Protection Plan shall be made effective as of the date the Equipment Protection Plan was purchased and approved by SITECH.

22. NOTICE OF NON-WAIVER/SEVERABILITY. Any failure of SITECH to insist upon strict performance by Customer as regards to any provision of this Agreement shall not be interpreted as a waiver of SITECH’s right to demand strict compliance with all other provisions of this Agreement against Customer or any other person. The provisions of the Agreement shall be severable so that the enforceability, invalidity or waiver of any provision shall not reflect any other provision.

23. CONTRACT ACCEPTANCE. This Agreement may be executed or delivered by facsimile or electronic mail transmission. If a specific contract is not signed, payment of invoice and/or use of equipment will be deemed as acceptance of all terms and conditions herein. Customer further agrees that the signing of this agreement by any person(s) taking possession of or receiving the equipment on behalf of Customer constitutes full agreement by Customer of all terms and conditions contained herein.

24. CUSTOMER DELIVERY OF RESALE CERTIFICATES. Customers must provide SITECH with resale certificate to taking possession of equipment on non-taxable transactions.

25. GOVERNING LAW. (a) This Agreement and any attachments or documents related thereto shall be governed, construed and enforced in accordance with laws of the State of California, excluding conflict of law rules, for all sales made or accepted by SITECH at its offices within such state and with the laws of the State of Oregon, excluding conflict of law rules, for all sales made or accepted by SITECH at its office within such state. For agreements made or accepted by SITECH in the State of California, each party hereby irrevocably submits to the personal and exclusive jurisdiction of the state courts of Alameda County, California and the United States District Court for the Northern District of California, for the purposes of any action, proceeding, suit or claim arising out of this Agreement. For agreements made or accepted by SITECH in the State of Oregon, each party hereby irrevocably submits to the personal and exclusive jurisdiction of the state courts of Multnomah County, Oregon and the United States District Court for the District of Portland in Portland, Oregon, regardless of which office within such state said agreement was made or accepted by SITECH. (b) Each party irrevocably and unconditionally waives any objection to the laying of venue as described herein.