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UVSA Tet Festival 2025 Electrical Rental Agreement

THIS AGREEMENT IS MADE ON THE 15TH DAY OF JANUARY 2025.

BETWEEN:

1. ARCANE INDUSTRIES, LLC, a company whos registered office is situated at 171 E LIVE OAK AVE UNIT D, ARCADIA, CA 91006, UNITED STATES OF AMERICA.

2. UNION OF VIETNAMESE STUDENT ASSOCIATION OF SOUTHERN CALIFORNIA, also known as UVSA, a non-profit organization whos registered office is located at:

Please read carefully. You are liable for our equipment and vehicle from the time they leave our premises until the time they are returned to us and we sign for them.

Hereafter referred to as (“Client”):

The party requesting ("Client") Products, Services or Rental Equipment, (Collectively “Products”) agrees and acknowledges that:

(a) these terms and conditions (“Terms”) apply to the provision of any Products, which for the purposes of the Agreement, includes but is not limited to, and without limitation, the provision of lifts, carts, lighting, generators, heating, ventilation, air conditioning (“HVAC”), cables, electrical distribution, labor, and or related equipment by, and the purchase or rental of Products with or without any labor or other services from, ARCANE INDUSTRIES, LLC (“Company”), and
(b) the commercial terms on the face of this Agreement (“Ticket”) for the applicable Products shall apply to the provision of any and all Products. As used in these Terms, the Agreement (“Agreement”) means these Terms and the Ticket, taken together, from and after the date Client accepts the Agreement.

Client will be deemed to have accepted the Agreement upon the earliest to occur of:

(i) Client’s execution of the Ticket,
(ii) Client’s submittal of an order for the applicable Products, or
(iii) Client’s authorization for Company to commence performance of the applicable Products; except that, if Client does not accept these Terms and the Ticket within 30 days of the date of the Ticket and prior to performance by Company, Company may revise the commercial terms in the Ticket or terminate the Agreement without liability.

Estimate - 01132025

WORK PRODUCT

The total payment for the services and equipment rental is $39,106.10. The payment schedule is as follows:

Initial Payment: A non-refundable deposit of 50% of the total amount ($19,553.05) is due at the time of signing this agreement to secure the services and equipment.
Final Payment: The remaining balance of $19,553.05 is due upon deployment of the equipment at the event site.

Failure to remit payments as outlined may result in delays or cancellation of services.

This document pertains to the above estimate provided to the "Client".

No additional or different terms or conditions, whether contained in Client’s order or in any other document or communication pertaining to Client’s order, will be binding on Company unless accepted in a writing referencing these terms that is signed by an authorized representative of Company. Company expressly objects to and rejects any additional or different terms and conditions, which shall be ineffective. If Company’s Ticket, order acknowledgement, invoice, other document, or electronic transmittal including or attaching these Terms is found to be an acceptance of an offer, acceptance is expressly made conditional upon Client's assent to this Agreement. If the Ticket, order acknowledgement, invoice, other document, or electronic transmittal including or attaching these Terms constitutes an offer, Client's acceptance of the offer is hereby limited to the terms of the offer as expressed in the Ticket and these Terms.

This Agreement shall not only be binding upon the parties hereto but shall inure to and be binding upon their heirs, successors in interest, personal representatives, and assigns, (where permission to assign by Company is given). Client’s rights under this Agreement are not assignable without Company’s written permission.

Client is receiving Products "AS IS". Company shall not be responsible for any loss, damage, or injury to persons or property caused by the Products whether arising through Company’s negligence or imposed by law. In no event shall Company be liable to Client or any other party for indirect, consequential or special damages, including without limitation lost use, revenue or profits.

It is hereby agreed that title to the Products will remain with the Company and it is not intended hereby to vest any rights in the Client to said Products other than as specifically provided herein.

WORK PRODUCT

"Work Product" means all designs, discoveries, creations, works, inventions, products, special tooling, procedures, improvements, developments, drawings, notes, documents, business processes, information and materials made, conceived or developed by Company alone or with others that result from or relate to the Products, including, without limitation, all engineering plans, work plans, and similar plans and documents produced by Company. As between Client and Company, all Work Product shall be and remain the sole and exclusive property and confidential information of Company. Client hereby agrees to irrevocably assign and transfer to Company and does hereby assign and transfer to Company all of its worldwide right, title, and interest in and to the Work Product including all associated intellectual property rights. Client hereby waives any and all moral and other rights in any Work Product or any other intellectual property created, developed, or acquired in respect of Products, Services or Rental Equipment. Company will have the sole right to determine the treatment of any Work Product, including the right to keep it as trade secret, execute and file patent applications on it, to use and disclose it without prior patent application, to file registrations for copyright or trademark in its own name or to follow any other procedure that Company deems appropriate. Client shall not disclose any Work Product to any third party and shall not use any Work Product except to the extent needed to use the Products, Services or Rental Equipment provided by, and as contemplated in, the Ticket, or as otherwise agreed by Company in writing.

INDEMNIFY, DEFEND, HOLD HARMLESS, AND INSURE

The Client bears all responsibilities and liabilities pertaining to the Products. COMPANY SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE RENTAL, SALE OR USE OF ITS PRODUCTS, WHETHER OR NOT COMPANY HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. IF COMPANY BREACHES ANY PROVISION OF THIS AGREEMENT, CLIENT’S SOLE AND EXCLUSIVE MAXIMUM LIABILITY, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT, IN ANY EVENT, EXCEED THE CONTRACT PRICE FOR THE PARTICULAR PRODUCTS.

Client agrees to indemnify, defend, and hold Company, its officers, agents, employees, and affiliates harmless from any and all liabilities, claims, actions, proceedings, fines, penalties, damages, losses, costs and expenses, including attorneys’ fees, relating to or arising from or connected with directly or indirectly the transportation, use, maintenance, or possession of Products, including but not limited to injury to persons or damage to property, and from any and all expense incurred in the defense of any such claims. In no event shall Company be held responsible for injury, delays or damages consequential or otherwise, resulting by reason of delays on the part of Company or trucking companies in making delivery, or loss or damage to equipment in transit or from strikes or other contingencies beyond its control or from any cause whatsoever. Client assumes all risks associated with the installation, operation, maintenance, removal, return, and transportation of the Products during the rental period (including transportation to and from Client’s site(s)), and Client guarantees immediate reimbursement for any and all damages including the full replacement and lost revenues on any and all Products.

In case of an accident, Client must notify the Company immediately as well as their insurance carrier(s). Company retains the right to conduct a complete investigation on site in the event of an accident. Client further agrees to leave the accident scene undisturbed unless life-threatening or other injurious concerns prevent Client from doing so.

INSURANCE REQUIREMENTS

Client shall provide and maintain:

- Commercial General Liability insurance and other insurance necessary to protect the Company and its affiliates continuously during the life of this Agreement from any and all claims for bodily injury, death, or property damage (including the loss of use thereof) made regardless of cause with limits of not less than one million dollars ($1,000,000.00) combined single limit per occurrence and general aggregate. The latter is to be provided on a per location or per job site basis. Such insurance shall be endorsed, without limitation, condition, or exclusion, to include the Company as an additional insured.
- All Risk Physical Damage insurance on all Products, written to the full replacement value to the Company, shall insure against but not be limited to the perils of fire, theft, vandalism, mischief, overload, collapse, water damage, and such other perils as may be required by Company in its sole judgment. Company shall be shown as loss payee.

Certificate of insurance (COI)

ADDITIONAL INSURANCE REQUIREMENTS FOR CRANE RENTALS

The all-risk physical damage insurance listed above must be endorsed to include (if applicable) boom damage and overload damage. This may be written on a blanket or machine-specific basis. In the latter case, the make, model, year, VIN# and value must be stated on the insurance certificate.

All required insurance coverage and Agreement terms shall be evidenced on a certificate of insurance and shall provide that in the event the liability and/or physical loss policies are canceled prior to the expiration date shown on the certificate, the issuing insurance companies shall be required to provide Company with thirty (30) days written notice of such cancellation prior to the effective date of cancellation. The cost of any insurance policies, endorsements, and deductibles shall be the obligation of Client.

CHARGES

The rental period shall begin at the time when the Products are loaded at the shipping point and end when Products are returned. Client shall pay all transportation charges to the place of work and return to Company’s yard, or to such place as Company shall designate.
In the event of Client’s default in making payments as billed, the balance of all rents and charges for the entire term herein described shall immediately become due and payable.
In the event of default in payment of any installment mentioned herein or agreed to in writing by Company, Company may enter the premises, repossess said equipment, and lock or remove the equipment. Company is hereby designated as Client’s attorney-in-fact for that purpose.
Any holdover beyond the term of this rent as set forth above shall extend the term of the rent on the same terms and conditions as set forth herein except that during any holdover period Company may repossess the equipment and terminate the rent, without default, upon 24-hour notice. On termination of this rent during any holdover period, the rent for the entire rent period shall be computed on the lowest basis provided above and adjusted with Client accordingly.
Company shall have any and all remedies provided in this Agreement, at law or equity, including, but not limited to, the right to sue for damages, collection of unpaid rent and charges, repossession, and consequential damages for Client’s breach of this Agreement.
All remedies given Company hereunder are cumulative, and the exercise of any one remedy by Company shall not be to the exclusion of any other remedy.
In the event any sales, use, or other personal property tax or assessment is hereafter levied by any public authority upon the transaction herein specified, or on the property which is the subject of this transaction or any part thereof, then the Client agrees to pay any such taxes or assessments upon demand.
All invoices are due in full no later than 15 days after the return of Products, unless Company has agreed to alternative payment terms in writing. Client agrees to pay interest on all past due invoices at the lesser of 18% per annum or the highest contractual rate allowable under applicable law. Client also agrees to reimburse Company for any and all costs associated with the collection of funds due to Company, which may include but are not limited to legal fees and or the use of a collection agency. Client will not withhold any undisputed amounts and will not set off any amounts against amounts owed by Company under the Agreement.

SAFETY

Client agrees that they are solely responsible for ensuring that all operators read all warnings, and operating manuals, and any instructions completely prior to operation. Client agrees not to allow use by any operator not actively licensed, insured, bonded, properly trained, or lacking personal protective equipment (PPE), in the use or operation of the Products or who fails to use Products in accordance with all safety procedures. Client agrees to only use Products for legal purposes, when it is safe to operate, and only for the purposes intended in the manufacturer’s documentation(s), which includes but is not limited to the operating manual. Failure to comply could result in injury or death to the operator or others. Client acknowledges that they are familiar with the operation of the Products and that all necessary and proper safety equipment, including the operator’s manual, is in place and they agree not to permit any such safety equipment to be removed or tampered with. Client also acknowledges they are aware of the limitations of the equipment and agree not to exceed them.

COMPLIANCE WITH LAWS, REGULATIONS, AND ORDINANCES

Client understands that Company will use materials and or substances that might be considered hazardous by law, regulation, or ordinance. Client shall comply with all laws, regulations, and ordinances, relating to the possession, use, or maintenance of the Products, including but not limited to chemicals and substances that might be considered hazardous by law, regulation, or ordinance. Client is solely responsible to advise any persons operating the equipment or in the vicinity of the equipment of all safety operating procedures and safety precautions prior to any use. Client shall be responsible for compliance with all laws, regulations, and ordinances applicable to the Agreement. Without limiting the foregoing, Client shall:

(a) provide, at its cost, all rights, licenses, permits, and other authorizations from governmental and regulatory authorities that are required for Company to provide Products to Client as contemplated by the Agreement,
(b) comply with the Americans with Disabilities Act and other similar laws, regulations, and or ordinances applicable in the location at which Products are located,
(c) comply with all requirements of laws, regulations, and ordinances that require warnings or disclosure related to the use of any materials or hazardous substances, such as Proposition 65 in California.

Client shall provide all information requested by Company relating to compliance with any law, regulation, or ordinance. Client understands that it is responsible to be in full compliance with all laws, regulations, and ordinances during the entire duration Products are under Agreement. This includes but is not limited to the many permits that might be required to compliantly use Products.

MAINTENANCE AND EQUIPMENT CONDITION

The Products furnished by Company are understood to be in good working order and inclusive of all safety and operating documentation at the time of shipment and upon receipt. If the Client finds it otherwise, Company shall be notified within 24 hours after arrival, and Company has the right to put the same in good working order at its expense, but will not be responsible for any expenses contracted without their written consent. Failure to send notification will be construed to mean acceptance by the Client and shall necessitate maintenance of all the equipment in good condition by the Client throughout the term of the rent.

Client is responsible for all maintenance of the Products and will pay for all fuel, oil, and filters used during the term of this agreement and will MAINTAIN PROPER OIL, COOLANT, AND OTHER FLUID LEVELS AT ALL TIMES. Recommended service intervals for the Products are set forth in the operator’s manual. Any damage to the Products arising from any source whatsoever will be charged to the Client. Any repairs which become necessary to said Products shall be done by the Company unless permission has been given in writing to the Client to do such repairs. The terms and conditions as set forth herein continue during the period of repair. The cost of repairs for normal use is to be borne by Company. If Client returns Products with less than a full tank of fuel, it will be refueled and charged to Client.

The Client agrees and guarantees to return the Products in as good condition as when received or to pay the expense of putting it in such condition, less ordinary wear incident to normal use in the hands of a competent operator. This includes physical cleanliness. This guarantee is absolute and may not be excused by theft, acts of God, or for any other reason whatsoever.

If at any time, Company in its sole discretion determines its rights to the Products are endangered or that the Products are in any manner improperly cared for or abused or if there shall be any default by Client in the terms and conditions of this Agreement, Company may without notice REPOSSESS the Products and cancel this Ticket.

The Products are to be used at the location shown on the face of this agreement / Ticket and are not to be removed from that location except with the written consent of Company. The Products are to be used solely by the Client or Client’s agents.

FORCE MAJEURE

Company shall not be liable for any delay in or failure of performance under the Agreement arising out of any fire, flood, accident, riot, war, governmental interference, rationing, epidemic, quarantine restrictions, strikes, acts of God, acts of Client, interruption of transportation, interruption of supplies, equipment breakdown, or inability to obtain necessary labor, materials, or equipment, or any circumstances that are outside of Company’s control (each, a "Force Majeure Event"). Company may extend the time for performance by a period equal to the time lost because of any delays arising out of any Force Majeure Event. Should Company be prevented from completing any part of the Ticket or providing any Products because of any Force Majeure Event, then Client agrees to pay Company for any Products supplied under the Agreement.

TERMINATION

Company may terminate the Agreement, and may terminate its obligations to provide all or any part of the Ticket, if Client breaches the payment obligations in the Agreement and does not cure such breach within three days following oral or written notification of such breach from Company to Client. In addition, either Party may terminate the Agreement if the other Party materially breaches the Agreement and does not cure that breach within 15 days following notice of that breach from the non-breaching Party to the breaching Party.

DISCLAIMER

Company may provide Client advice and information based on Company’s experience in the industry. Client understands that this advice and information is not infallible and may be reliant on information provided by Client. Client understands that Company does not make any representations or warranties related to any advice or information provided by Company. All PRODUCTS ARE PROVIDED AS-IS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING ALL OR ANY PART OF ANY PRODUCTS, WITHOUT LIMITING THE FOREGOING, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS ARISING OUT OF THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY RELATED TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, RELIABILITY, AND QUALITY.

WAIVER

No waiver or breach of any term or condition of this Agreement shall operate as a waiver of any other breach of such term or condition, or of any other term or condition, nor shall any failure to enforce any provisions hereunder operate as a waiver of such provision or any other provision hereunder.

ASSIGNMENT

Company may assign or transfer the Agreement or any of its rights or obligations under the Agreement and may subcontract the performance of all or any part of the Ticket or the provision of all or any part of the Agreement. Client shall not assign or transfer the Agreement, or any of its rights or obligations under the Agreement, without Company’s written consent.

LANGUAGE

The Parties have expressly required that these terms and conditions be prepared in the English language.

HEADINGS

Headings used in this Agreement are for the purpose of reference only and are not to be considered in construction or interpretation of this Agreement.

CHOICE OF LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by, and its terms shall be construed in accordance with, the laws of the State of California. Should any dispute arise out of this Agreement, the parties shall litigate the dispute in binding arbitration according to the California Rules of Civil Procedure, before a JAMS judge. The prevailing party shall be entitled to an award of attorney fees and costs.

SEVERABILITY

If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, for any reason, the invalidity, illegality, or unenforceability of that provision will not affect any other provision of the Agreement, but the invalid, illegal, or unenforceable provision will be substituted with a valid provision that most closely approximates the intent and the economic effect of the invalid, illegal, or unenforceable provision and that would be enforceable to the maximum extent permitted in the jurisdiction.

ENTIRE AGREEMENT

The Agreement contains the entire agreement between Client and Company with respect to Products and supersedes all other written or oral agreements relating to Products, Services, or Rental Equipment. The Agreement cannot be modified, and no modification will be effective, unless done so in a writing signed by Company and Client. A waiver by a Party of any breach or default by the other Party is not a waiver of any other breach or default, and no course of dealings between the Parties will modify the Agreement. In addition to the provisions that provide obligations that exceed the term of the Agreement, the provisions regarding warranty disclaimers, indemnification, insurance, limitations of liability, and dispute resolution survive the termination of the Agreement.

ACCEPTED PAYMENT METHODS

We accept payments via cash, check, cashiers check, or bank wire transfers. Please contact us for information regarding bank account details. For payments made using credit cards or PayPal, a processing fee of 2.6% + $0.50 per transaction will be added to the total amount. This fee reflects the additional costs incurred for processing these payment methods.

All payments are due as agreed upon in the invoice terms.

All checks, money orders, and cashiers check must be made out to: ARCANE CAFE

NON-DISCLOSURE AGREEMENT

This agreement is made between the parties for the purpose of cooperation in the project "TET FESTIVAL 2025" (hereinafter referred to as the "Cooperation Purpose"). One party will disclose or provide the other party with confidential information such as intellectual property, trade secrets, and other sensitive information, either directly or indirectly, for the purpose of maintaining the confidentiality of such information, which may have actual or potential economic value. The parties hereby agree to the following terms and conditions:

1. Confidential Information
- 1.1. Definition of Confidential Information
  - The term "Confidential Information" in this agreement refers to any non-public information, including but not limited to intellectual property or trade secrets, disclosed or provided by one party (hereinafter referred to as the "Disclosing Party") to the other party (hereinafter referred to as the "Receiving Party") in verbal or written form, whether or not explicitly marked as confidential, in connection with the Cooperation Purpose.
- 1.2. Scope of Confidentiality
  - The term "Confidential" refers to all documents, data, and objects of the Disclosing Party that the Receiving Party directly or indirectly becomes aware of or obtains in connection with the Cooperation Purpose, including but not limited to: loans, emails, access to software or hardware, product samples, or any other forms of information, as well as any confidential information received or known by the Receiving Party before the signing of this agreement.
- 1.3. Intellectual Property
  - The term "Intellectual Property" in this agreement refers to copyrights, trademarks, and patents (including patent applications) owned by the Disclosing Party.
- 1.4. Trade Secrets
  - The term "Trade Secrets" in this agreement refers to non-public business information related to the Disclosing Party's enterprise, or information that the Disclosing Party has classified as confidential, or that is considered confidential under general business practices or company regulations and has economic value. This includes but is not limited to:
    - A. Methods, technologies, processes, formulas, programs, designs, plans, and data used by the Disclosing Party for product manufacturing, production, improvement, storage, and sales.
    - B. Online service assets of the Disclosing Party, such as content and data from accounts on YouTube, Facebook, etc. (including but not limited to backend data, plans, scripts, and other related documents and intelligence).
    - C. Existing and potential customer lists, supplier lists, product quotations, discounts, and sales records.
    - D. All business, technical, or production-related information that the Receiving Party obtains or becomes aware of during the term of the cooperation.
    - E. Other information related to the Disclosing Party's production, sales, finance, accounting, receipts, books, reports, investments, management, and research and development that has economic value.
    - F. Information related to the Disclosing Party's assets, income, or expenses.
    - G. Any other information that is considered trade secrets under other applicable laws.
- 1.5. Exclusions from Confidential Information
  - Information that becomes public without any fault of the Receiving Party is not considered Confidential Information under this agreement.
2. Confidentiality Obligations
- 2.1. Confidentiality Obligations
  - The Receiving Party shall keep all Confidential Information confidential and shall not disclose it to any third party, except to its employees, agents, or contractors who need to know such information for the Cooperation Purpose. The Receiving Party shall not use the Confidential Information for any purpose other than the Cooperation Purpose without prior written consent from the Disclosing Party.
- 2.2. Employees and Agents
  - The Receiving Party, as well as its employees, contractors, agents, or other representatives, who directly or indirectly become aware of or obtain Confidential Information from the Disclosing Party, shall strictly adhere to the confidentiality obligations. They shall protect the Disclosing Party's Confidential Information with the same level of care as they would their own confidential information, and in no case with less than the standard of care required of a reasonably prudent manager. The Receiving Party shall ensure that any third party it discloses the Confidential Information to also complies with confidentiality obligations at least as stringent as those set forth in this agreement.
- 2.3. Prohibition of Unauthorized Disclosure or Use
  - The Receiving Party shall not, in any way, enable any third party to make use of, steal, or gain knowledge of the Confidential Information. The Receiving Party shall exercise strict control to prevent any accidental disclosure, and shall not disclose any Confidential Information to any third party, including any affiliate, distributor, or contractor, unless authorized in writing by the Disclosing Party.
- 2.4. Prohibition on Public Disclosure or Use
  - The Receiving Party agrees not to use the Confidential Information for the benefit of itself or any third party, and shall not publish, comment on, or otherwise disclose any of the information related to the Disclosing Party or this agreement in public, without the prior consultation and written consent of the Disclosing Party.
- 2.5. Legal Requirements
  - If the Receiving Party is required by a court or government agency to disclose Confidential Information, the Receiving Party shall promptly notify the Disclosing Party and take all necessary protective measures to limit such disclosure.
- 2.6. Breach of Confidentiality
  - If the Receiving Party breaches its confidentiality obligations, the Disclosing Party may seek compensation for all direct damages caused by the breach and may also claim a penalty of US$20,000 (TWENTY THOUSAND UNITED STATES DOLLARS) as liquidated damages.
3. Term of Agreement
- 3.1. This agreement shall be effective from 01/13/2025. The confidentiality obligations shall remain in effect even if this agreement becomes invalid, terminated, or canceled, and shall continue to be enforceable.
4. Miscellaneous
- 4.1. Provision of Confidential Information
  - All Confidential Information is provided "as is," and the Disclosing Party makes no representations or warranties regarding the accuracy, completeness, or fitness for any particular purpose of the Confidential Information.
- 4.2. Amendment of Agreement
  - Any amendment to this agreement shall be made in writing and signed by both parties.
- 4.3. Assignment
  - Neither party may assign this agreement or any part thereof to any third party without the prior written consent of the other party.
- 4.4. Governing Law
  - This agreement shall be governed by the laws of the United States of America (California). Any disputes arising from or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of California.

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January 15, 2025 2:05 pm PST

UVSA Tet Festival 2025 Electrical Rental Agreement Uploaded by Andrew Kim - drew@arcanecafe.com IP 172.56.232.139