This EQUIPMENT RENTAL AGREEMENT (the “Agreement”) is entered into by and between ________________ (“Customer”) and Buddy Bleckley Media LLC d/b/a Buddy’s Studio and Equipment Rental (“Buddy’s Studio”) on the day and date set forth below.
PART I — GENERAL TERMS
- 1. Term of Agreement.
The parties bind themselves to the terms of this Agreement with regard to all Equipment rented by Customer from Buddy’s Studio from the date of this Agreement until it is terminated, modified or replaced.
- 2. Non-Exclusivity.
This is a nonexclusive Agreement. Nothing herein obligates Customer to rent from Buddy’s Studio, nor Buddy’s Studio to rent to Customer, during the life of this Agreement. However, in the event of any rental transaction, this Agreement shall govern until it has been modified, terminated or replaced.
- 3. Definition of Equipment.
As used in this Agreement, “Equipment” means any and all property rented, leased, loaned or otherwise furnished by Buddy’s Studio to Customer, including without limitation cameras, lenses, lighting, grip, motion control, robotic and remote camera systems, computers, cases, accessories, expendables, and any motor vehicle, trailer, cart or other rolling stock, together with all related supplies, blankets, straps, tie-downs and load securement provided with them.
- 4. Price.
Unless otherwise agreed in writing by an authorized agent of Buddy’s Studio, the price listed in the Buddy’s Studio Equipment Rental Catalog in effect at the time Customer receives the Equipment shall control.
- 5. Payment; Late Charges.
Unless otherwise agreed in writing by an authorized agent of Buddy’s Studio, all charges are due upon return of the Equipment. Past due amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. Customer shall pay all costs of collection.
- 6. Deposit and Payment Authorization.
Buddy’s Studio may require a refundable security deposit or a valid credit card authorization prior to release of the Equipment. Customer authorizes Buddy’s Studio to apply the deposit, and to charge the authorized card, for any amount due under this Agreement, including unpaid rental, mileage and fuel charges, cleaning, citations, repair or replacement cost, loss-of-use charges and Customer’s insurance deductible. Application of a deposit is not liquidated damages and does not limit Customer’s liability for amounts exceeding it.
- 7. Warranty of Authority.
Customer warrants that any person which it directs or allows to receive Equipment from Buddy’s Studio, and who signs for acceptance of said Equipment, is authorized by Customer to do so. Customer waives any obligation on the part of Buddy’s Studio to confirm such person’s authority to act on behalf of Customer.
- 8. Maintenance of Equipment.
Customer agrees to keep and maintain all Equipment in good condition and assumes full responsibility for all Equipment and supplies until the rented items are returned. Customer agrees not to remove, cover, alter or deface any tags, serial numbers or nameplates on the Equipment.
- 9. Insurance.
Customer shall obtain and maintain, at Customer’s own expense and in full force throughout the rental period, with insurers rated A- VII or better:
- (a)All-risk property insurance equal to the replacement value of the Equipment without deduction for depreciation, including in-transit and shipment coverage, naming Buddy Bleckley Media LLC as loss payee for any and all claims, including coverage of the Equipment while in the possession of a common carrier during shipment;
- (b)Commercial General Liability of not less than $1,000,000 per occurrence and $2,000,000 aggregate;
- (c)Workers’ Compensation at statutory limits and Employer’s Liability of not less than $1,000,000, covering all of Customer’s personnel who handle or operate the Equipment;
- (d)Where the Equipment includes a motor vehicle, the coverage specified in Paragraph 30 below.
All such policies shall name Buddy Bleckley Media LLC as an additional insured, shall be primary and non-contributory with respect to any insurance carried by Buddy’s Studio, and shall include a waiver of subrogation in favor of Buddy’s Studio. The Equipment must be insured by Customer before it leaves the premises of Buddy’s Studio, and Customer shall deliver written certification and proof of coverage from Customer’s insurer before any Equipment is released. Release of Equipment without a certificate is an accommodation only and does not waive this requirement or relieve Customer of any obligation under this Agreement.
- 10. Lost and/or Damaged Equipment.
In the event of any loss of or damage to the Equipment, Customer shall pay the rental rate for the entire period Buddy’s Studio is deprived of the Equipment and until such time as it is repaired and/or replaced. Customer agrees that the value of the Equipment, in the event of damage or loss requiring replacement rather than repair, is the replacement value as determined by the manufacturer’s list price at the time of said loss.
- 11. Late Return.
Equipment not returned by the scheduled return date and time continues to accrue rental at the applicable daily rate until returned, and Customer shall additionally be responsible for any loss, expense or claim arising from Buddy’s Studio’s inability to fulfill a subsequent booking of that Equipment.
- 12. Inspection of Equipment.
Customer acknowledges that Customer’s agent, as defined in Paragraph 7 above, by executing a Rental Checkout Sheet for particular Equipment, warrants on behalf of Customer that the Equipment has been examined and tested by Customer and is in good working order and condition. In the event Equipment is shipped to Customer, Customer’s failure to notify Buddy’s Studio of any defect or problem within twenty-four (24) hours of receipt shall be conclusively deemed acknowledgment that all Equipment has passed Customer approval and is in good working order.
- 13. Exclusion of Warranties.
CUSTOMER HEREIN ACKNOWLEDGES THAT ALL EQUIPMENT TO BE RENTED FROM BUDDY’S STUDIO WILL BE AS A RESULT OF CUSTOMER’S SOLE SELECTION, DISCRETION AND OPINION AS TO EQUIPMENT WHICH IT REQUIRES. ALL EQUIPMENT IS ACCEPTED BY CUSTOMER “AS IS”. NO WARRANTIES OR REPRESENTATIONS ARE MADE BY BUDDY’S STUDIO OF ANY TYPE OR NATURE WHATSOEVER, EXPRESSED OR IMPLIED, REGARDING THE PERFORMANCE OF CAMERAS, VEHICLES, SERVICES, SUPPLIES, FILM OR OTHER EQUIPMENT RENTED. BUDDY’S STUDIO EXPRESSLY EXCLUDES ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESSED OR IMPLIED, STATUTORY, BY OPERATION OF LAW OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
IN NO EVENT, UNDER NO CIRCUMSTANCES, SHALL BUDDY’S STUDIO BE RESPONSIBLE OR LIABLE TO CUSTOMER OR ANYONE ELSE FOR ANY DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS OR OTHER DIRECT OR INDIRECT INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE ANY EQUIPMENT RENTED OR THE ALLEGED BREACH OF ANY AGREEMENT DESCRIBED HEREIN, EVEN IN THE EVENT THAT BUDDY’S STUDIO OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- 14. Indemnification and Hold Harmless.
Customer agrees to assume full responsibility and liability for the safekeeping and return of all Equipment accepted by Customer as set forth in the Rental Checkout Sheet. Customer agrees to indemnify, defend and hold harmless Buddy’s Studio, and any other person to whom Buddy’s Studio may itself be responsible to indemnify and hold harmless, from any and all liability, claims, damages, costs and expenses, including reasonable attorneys’ fees, arising from Customer’s use, misuse and/or possession of the Equipment.
- 15. Returned Equipment.
Acceptance by Buddy’s Studio of the return of Equipment does not waive any claim Buddy’s Studio may have against Customer for patent, latent or hidden damage to the Equipment. Buddy’s Studio shall have a reasonable period after return of said Equipment, not less than five (5) business days, to discover such damage.
- 16. Inspection and Repossession.
Customer agrees to admit any employee or agent of Buddy’s Studio to the premises upon which the Equipment is kept for the purpose of checking its condition and/or repossessing it in the event Customer is in default of any term of this Agreement whatsoever.
- 17. Exclusive Possession; Non-Assignability.
Customer shall not sublease or loan the Equipment or assign this Agreement to any other person, firm or corporation, and the Equipment shall at all times remain under the immediate, exclusive control and direction of Customer.
- 18. Cost of Shipment.
When required, Buddy’s Studio shall arrange for shipment of the Equipment to Customer, and any and all shipment costs incurred by Buddy’s Studio shall be charged against Customer’s account.
- 19. Liens, Charges and Taxes.
Customer specifically acknowledges Buddy Bleckley Media LLC’s ownership of the Equipment and agrees to keep the Equipment free of all liens and encumbrances. Customer shall be liable for all taxes, transportation charges, duties, broker fees and any and all other costs imposed upon the Equipment.
- 20. Order of Precedence; Customer Forms.
This Agreement governs the rental of Equipment. Customer’s purchase orders, vendor agreements, master services agreements, statements of work, portal terms, click-through terms and similar documents are for Customer’s administrative convenience only, and no term contained in them shall apply to the rental of Equipment or vary this Agreement, even if signed by Buddy’s Studio, unless that document expressly identifies this Agreement by name and states that it supersedes it. In the event of conflict, this Agreement controls as to the Equipment. Buddy’s Studio’s execution of any Customer document is not a waiver of this Paragraph.
- 21. Governing Law; Venue.
This Agreement and all rights and liabilities of the parties hereto shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Los Angeles County, California.
- 22. Attorneys’ Fees.
In any action or proceeding, including any arbitration or other alternative dispute resolution mechanism, brought to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees.
- 23. Notices.
Notices shall be in writing and delivered by hand, by nationally recognized overnight courier, or by electronic mail to the addresses set forth on the Rental Checkout Sheet, and are effective upon delivery or, for electronic mail, upon confirmed transmission.
- 24. Headings.
The headings of particular paragraphs of this Agreement are inserted for convenience and reference only, shall not be construed as part of this Agreement, and shall not be considered in construing its terms.
- 25. Entire Agreement.
This Agreement, together with any Schedule and Rental Checkout Sheet executed hereunder, sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof, and cancels and supersedes any prior oral or written agreement between the parties with respect to that subject matter. No alteration, addition, amendment or modification to this Agreement shall be binding unless made in writing and executed by an authorized agent of Buddy’s Studio.
- 26. Severability.
In the event any part of this Agreement is found to be void, the remaining provisions shall be binding with the same effect as if the void parts were not included.
PART II — VEHICLE RENTAL TERMS
Part II applies only where the Equipment rented under this Agreement includes a motor vehicle.
- 27. Applicability.
This Part II applies only where the Equipment rented under this Agreement includes a motor vehicle (the “Vehicle”). Where this Part II conflicts with Part I, this Part II controls as to the Vehicle. All other terms of this Agreement, including Paragraphs 8, 10, 13, 14, 15 and 17, apply to the Vehicle in full.
- 28. Vehicle Identification and Condition Record.
The Vehicle rented under this Agreement is the 2012 Mercedes-Benz Sprinter 2500 cargo van, VIN WD3PE8CCXC5643736, California license plate 07720C1, as further described on Schedule V. The Vehicle, its authorized drivers, and its odometer, fuel level and condition at check-out and at return shall be recorded on the Vehicle Condition and Mileage Record attached as Schedule V, which is incorporated into this Agreement upon execution by Customer’s agent. Schedule V serves as the Rental Checkout Sheet for the Vehicle. Customer’s failure to note existing damage on Schedule V at check-out is conclusive acknowledgment that no such damage existed.
- 29. Mileage.
The rental rate includes an allotment of one hundred (100) miles per rental day, aggregated across the full rental period rather than applied day by day. Mileage driven in excess of the total allotment shall be billed at one dollar ($1.00) per mile. Mileage is measured by the Vehicle’s odometer as recorded on Schedule V. If the odometer becomes inoperative or is tampered with during the rental period, mileage shall be reasonably estimated by Buddy’s Studio based on the Vehicle’s route and use, and Customer shall additionally be liable for the cost of repair.
- 30. Vehicle Insurance.
In addition to the coverage required by Paragraph 9, and before the Vehicle is released, Customer shall provide a certificate of insurance evidencing:
- (a)Commercial Automobile Liability of not less than $1,000,000 combined single limit, covering owned, hired and non-owned automobiles, naming Buddy Bleckley Media LLC as an additional insured, primary and non-contributory, with a waiver of subrogation;
- (b)Physical damage coverage (comprehensive and collision) on the Vehicle at its full replacement value, naming Buddy Bleckley Media LLC as loss payee, and expressly extending to hired or non-owned vehicles in Customer’s care, custody and control.
Customer’s insurance is primary as to any loss involving the Vehicle. Customer is responsible for payment of any deductible under its own or Buddy’s Studio’s policy. Customer shall not tender any claim involving the Vehicle to Buddy’s Studio’s insurer without Buddy’s Studio’s prior written consent.
- 31. Authorized Drivers.
The Vehicle may be operated only by a driver identified on Schedule V who is at least twenty-five (25) years of age, holds a valid, unrestricted driver’s license of the class required for the Vehicle, and whose license has been presented to Buddy’s Studio. Customer warrants that each authorized driver’s license is valid and unsuspended and that no authorized driver has a record that would render them uninsurable. Operation of the Vehicle by any person not listed on Schedule V is a material breach of this Agreement and voids any limitation on Customer’s liability.
- 32. Prohibited Uses.
Customer shall not, and shall not permit any driver to:
- (a)operate the Vehicle while under the influence of alcohol, cannabis, or any controlled or impairing substance;
- (b)sublease, loan, or otherwise permit possession or operation of the Vehicle by any person not listed on Schedule V, consistent with Paragraph 17;
- (c)use the Vehicle to carry passengers or property for hire or compensation, or to tow or push any vehicle or trailer, absent Buddy’s Studio’s prior written consent;
- (d)operate the Vehicle off improved public roads, in any race, speed test or competition, or in any manner exceeding its gross vehicle weight rating or load capacity;
- (e)transport hazardous, flammable, explosive, corrosive or illegal materials, or any load not properly secured;
- (f)operate the Vehicle outside the State of California without Buddy’s Studio’s prior written consent;
- (g)smoke or vape in the Vehicle, or transport animals in the Vehicle;
- (h)modify, add to, or remove any equipment, signage, wrap, mount, rack or hardware from the Vehicle.
Any violation of this Paragraph is a material breach, voids Customer’s use of the Vehicle, and renders Customer liable for all resulting loss without limitation.
- 33. Fuel and Fluids; Diesel Only.
THE VEHICLE IS DIESEL ONLY. Customer shall not introduce gasoline or any fuel other than ultra-low-sulfur diesel into the Vehicle. Misfueling is a material breach of this Agreement, and Customer shall be liable for the full cost of draining, flushing and replacing the fuel tank, lines, pump, injectors and any other affected component, together with towing and loss of use under Paragraph 36, without limitation. The Vehicle shall be returned with the same fuel level recorded at check-out on Schedule V; fuel not replaced will be billed at the local retail price per gallon plus a refueling service charge of $50. Customer shall maintain the diesel exhaust fluid (DEF) level, shall check oil, coolant and tire pressure during the rental period, and shall promptly report any warning indicator, dashboard message or countdown to Buddy’s Studio rather than continuing to operate the Vehicle.
- 34. Tolls, Citations and Impound.
Customer is responsible for all tolls, congestion charges, parking fees, and all parking, moving, camera and equipment citations incurred during the rental period, together with any late penalty, plus an administrative processing fee of $50 per citation or toll notice for Buddy’s Studio’s time in identifying and transferring liability. Customer is responsible for all towing, storage and impound release costs arising from Customer’s use, and Buddy’s Studio may recover the Vehicle at Customer’s expense.
- 35. Accident, Theft and Damage Reporting.
In the event of any accident, collision, theft, vandalism, fire, mechanical incident or citation involving the Vehicle, Customer shall: (i) notify Buddy’s Studio immediately and in no event more than two (2) hours after the occurrence; (ii) notify law enforcement and obtain a police report; (iii) photograph the Vehicle, the scene and any other vehicle or property involved; (iv) obtain the name, license, insurance and contact information of all parties and witnesses; and (v) make no admission of fault or agreement to settle. Customer shall not authorize or perform any repair to the Vehicle without Buddy’s Studio’s prior written consent. Failure to comply with this Paragraph makes Customer liable for any resulting increase in loss or in Buddy’s Studio’s insurance costs.
- 36. Loss of Use and Diminution in Value.
Paragraph 10 applies to the Vehicle. In addition to repair or replacement cost, Customer shall pay the applicable daily rental rate for the entire period Buddy’s Studio is deprived of the Vehicle, including time awaiting appraisal, parts, repair, insurance adjustment and title replacement, together with any diminution in the Vehicle’s fair market value resulting from the damage and any towing, storage, appraisal and administrative cost. Customer’s obligations under this Paragraph are not limited by, and are not satisfied by, payment from Customer’s insurer.
- 37. Custody and Storage.
The Vehicle shall at all times remain in Customer’s immediate, exclusive control and direction. When not in active use, the Vehicle shall be parked in a locked, secured or attended location, with all cargo doors locked, all keys removed from the Vehicle and retained by an authorized driver, and no equipment, cargo or valuables left visible. Customer shall identify the overnight storage location on Schedule V and shall not change it without notifying Buddy’s Studio. Buddy’s Studio may inspect the Vehicle at that location in accordance with Paragraph 16.
- 38. Mechanical Condition; Sole Remedy.
The Vehicle is furnished subject to the exclusion of warranties in Paragraph 13. In the event of mechanical failure not caused by Customer’s act, omission or breach, Customer’s sole and exclusive remedy is a pro-rata credit or refund of the rental rate for the period the Vehicle is unavailable, and Buddy’s Studio shall have no liability for delay, missed call time, substitute transportation, labor standby, freight, or any other direct, indirect, incidental or consequential loss. Customer shall not incur any repair, towing or roadside expense on Buddy’s Studio’s account without prior written authorization.
- 39. Cargo and Contents.
Buddy’s Studio is not a common carrier and assumes no responsibility whatsoever for any property, equipment, cargo or personal effects transported in or left in the Vehicle, whether owned by Customer or a third party, however such loss or damage may occur. Load blankets, straps and tie-downs are furnished as Equipment under this Agreement and are not a representation that any particular load is properly secured; securement of the load is solely Customer’s responsibility. Customer indemnifies Buddy’s Studio against all claims arising from Customer’s cargo, consistent with Paragraph 14.
- 40. Return Condition and Cleaning.
The Vehicle shall be returned to the location, on the date and at the time stated on Schedule V, broom-clean, free of trash, tape residue, spills, odors and cargo, with all furnished blankets, straps, keys, fobs and documents. A cleaning charge of not less than $150 applies to a Vehicle returned otherwise, and Customer is responsible for the actual cost of remediating any stain, odor, biological or hazardous contamination, together with loss of use during remediation.
- 41. Telematics.
Customer acknowledges and consents that the Vehicle may be equipped with GPS, telematics, dash camera or other electronic monitoring devices, and that Buddy’s Studio may use data from those devices to determine the Vehicle’s location, mileage and operation, to enforce this Agreement, and to recover the Vehicle. Customer shall notify each authorized driver of this Paragraph. Customer shall not disable, obstruct or remove any such device.
ACKNOWLEDGMENT AND SIGNATURE
CUSTOMER WARRANTS THAT ITS AUTHORIZED AGENT HAS READ THE TERMS OF THIS AGREEMENT, UNDERSTANDS THE SAME, AND SIGNS IT ON BEHALF OF CUSTOMER AS CUSTOMER’S FREE ACT AND DEED. THE BELOW SIGNOR FOR CUSTOMER WARRANTS THAT HE OR SHE IS DULY AUTHORIZED TO BIND CUSTOMER TO EACH AND EVERY TERM OF THIS AGREEMENT.