The policy of Baroza Transport, LLC concerning Invoices, Estimates, Services, Schedule, Changes, Payments, Taxes, Payment Terms, Late Charges, Fees, Cancellation, Payment Methods, Liability, and Hazardous Materials is hereby established as follows:

1 Invoices

• 1.1 All invoices provided by the Company are guaranteed. However, balances may fluctuate until marked as “Final” by the Company.
• 1.2 The price listed on the invoice is an estimate based on project requirements agreed upon with the Company and may be subject to change.
• 1.3 The Client will be notified of any cost changes in advance unless otherwise disclosed.
• 1.4 An invoice will be marked as “Final” when the job has been 100% completed, which includes all dump runs, trailer loads being disposed of, and all equipment and personnel removed from the job site. The client can view the status of the invoice by logging into their portal.
• 1.5 In the event of a significant fluctuation in the invoice amount, the Client will be notified promptly.

2 Estimates

• 2.1 Estimates provided by the Company are not guaranteed.
• 2.2 The Client will be notified if costs exceed the estimate by more than 10%. In such cases, the Client has the following options:
  2.2.1 Void the contract and be billed for the hours worked and tasks already completed up to that point.
  2.2.2 Allow the Company to continue working up to the original estimated amount, understanding that this may not result in the completion of the job.
• 2.3 Estimates are valid for 14 days unless specified otherwise.

3 Services

• 3.1 The Company will perform services as described in the estimate.
• 3.2 Additional services not covered in the estimate may incur additional charges.
• 3.3 If the Client has breached any other invoice or contract or has outstanding payments, the Company reserves the right to:
  3.3.1 Cancel the current contract, exit the job, and bill the Client for all hours worked up to that point.
  3.3.2 Pause all work, bill the Client for the hours worked up to the pause, and resume work once the existing issue has been resolved.
  3.3.3 Negotiate an agreement with collateral that both parties find acceptable, allowing work to resume as originally planned.

• 3.4 In the event of a breach of this Agreement by the Client, the Company reserves the right to cancel the contract and bill the Client for the time spent on the project, reflecting the work done.

4 Schedule

• 4.1 Services will be completed as per the agreed-upon timeline.
• 4.2 The Company reserves the right to reschedule, cancel, or postpone any project indefinitely, especially under circumstances covered by force majeure. While the Company will make every effort to notify the Client a minimum of 72-hours in advance, immediate changes might be necessary based on unforeseen circumstances. In such cases, the Client will be informed as soon as the Company becomes aware of the need for changes and will be provided with the reasoning.

5 Changes

• 5.1 Any changes to the services must be confirmed in writing. Clients wishing to request changes or additions to the job, invoice, or estimate should contact the Company’s billing or administration departments via email at [email protected] or [email protected]. The email should detail the requested services and acknowledge agreement to any additional costs, even if they have not yet been provided. If the additional services requested exceed 20% of the original estimate or $2,500 USD, a new contract must be signed.
• 5.2 Changes may incur additional charges, which the Client agrees to pay.

6 Payment and Payment Terms

• 6.1 Payment:
  • 6.1.1 Due upon project completion unless otherwise agreed upon by the Company.
  • 6.1.2 A 25% retainer fee may be requested by the Company depending on the job.
  • 6.1.3 The Client is responsible for all applicable taxes.

• 6.2 Payment Terms:
  • 6.2.1 Invoices must be settled immediately upon project completion unless an alternative arrangement is in place.
  • 6.2.2 Late fees, accompanied by an interest rate of 10% per annum or the highest legal amount (whichever is higher), apply to amounts unpaid 30 days after their due date.

7 Late Charges

• 7.1 Payments made after their specified due date are considered late payments. Late fees apply for such overdue payments.
• 7.2 An interest rate of 10% per annum or the highest legal amount will be applied to overdue amounts.

8 Fees

• 8.1 Credit and debit card payments incur a 3.5% convenience fee.
• 8.2 Any returned checks due to insufficient funds will incur a $75 fee.
• 8.3 If any special equipment or resources are required to complete the job, which were not included in the initial estimate, additional fees may apply. The client will be notified of such fees in advance.
• 8.4 Any permits or licenses required for the job will be billed to the client unless otherwise agreed upon.

9 Cancellation

• 9.1 Cancellations with less than 72-hour notice will incur a $150 fee, except in cases of force majeure, medical emergencies, deaths in the family, or similar circumstances deemed valid by the Company. The Company reserves the right to request proof for such cancellations.

10 Payment Methods

• 10.1 Payments can be made via credit/debit card, check, or cash.

11 Hazardous Materials Prohibition

• 11.1 The Company DOES NOT transport, dispose of, store, move, or remove hazardous materials UNDER ANY CIRCUMSTANCES. This prohibition includes, but is not limited to:
  • 11.1.1 Explosives, flammable materials, tires, paint, corrosives, radioactive materials, toxic and pathogenic substances, gasses, and asbestos fibers.
  • 11.1.2 Specific chemicals as listed by the state of California, including but not limited to: Acetaldehyde, Acrolein, Acrylyl Chloride, Allyl Chloride, Ammonia, Anhydrous, Bromine, Cyanogen, Ethylene Oxide, Hydrogen Cyanide, Methacryloyl Chloride, Nitrogen Dioxide, Phosgene, Sulfur Dioxide, Tetrafluoroethylene, and many others. (Note: This is not an exhaustive list and is subject to change by the state.)

• 11.2 For a comprehensive list of hazardous materials as defined by the state of California, clients are directed to Appendix A Section 5189 from the Department of Industrial Relations available https://www.dir.ca.gov/title8/5189a.html. Additional resources include the Department of Toxic Substances Control (https://dtsc.ca.gov/acute-and-extremely-hazardous-wastes/) and locations where hazardous waste can be disposed of by authorized companies (https://www.envirostor.dtsc.ca.gov/public/search?cmd=search&reporttype=CORTESE&site_type=CSITES,FUDS&status=ACT,BKLG,COM&reporttitle=HAZARDOUS+WASTE+AND+SUBSTANCES+SITE+LIST+(CORTESE)).

11.3 Liabilities and Penalties for Hazardous Material Violations:

• 11.3.1 If hazardous material is found in a disposal run that was loaded in by the Client:
  • 11.3.1.1 The Client will be liable for a $500 fee per instance.

• 11.3.2 The Client will also be responsible for any legal and/or fees imposed on the Company by any third party due to the presence of such materials.

12 Liability and Limitations

• 12.1 The Company is not liable for any damages or losses, direct or indirect, even if made aware of their possibility beforehand.
• 12.2 The Company’s liability is strictly limited to the invoice amount for services provided.
• 12.3 The Company is exempt from any indirect, special, incidental, or consequential damages, including but not limited to, loss of profits, loss of business, or any other financial loss.

13 Insurance

• 13.1 The Company maintains comprehensive general liability insurance, auto liability insurance, and workers’ compensation insurance. Details of coverage limits and insurance providers can be provided upon request. The Client may be required to maintain certain types of insurance if deemed necessary by the Company, especially if the nature of the job exposes the Company to potential liabilities beyond standard operations. Any such requirements will be communicated in writing prior to the commencement of services.

14 Warranties

• 14.1 All services are provided without any warranties unless explicitly mentioned in this Agreement.
• 14.2 If any warranties are given, they are valid for 14 days after the completion of the job.
• 14.3 Warranties are not enforceable under this Agreement unless explicitly mentioned herein.
• 14.4 Warranties given: None.

15 Indemnification

• 15.1 The Client agrees to indemnify, defend, and hold harmless the Company, its officers, employees, agents, and representatives from and against any claims, damages, losses, liabilities, and expenses (including attorney’s fees) arising out of or relating to:
  • 15.1.1 The Client’s misuse of the services provided.
  • 15.1.2 Violation of applicable laws or regulations by the Client.
  • 15.1.3 The presence of hazardous materials introduced by the Client.
  • 15.1.4 Claims made by third parties as a result of the Client’s actions, omissions, or negligene.
  • 15.1.5 Any losses resulting from the Client’s breach of this contract.
  • 15.1.6 Providing false or misleading information by the Client that leads to harm or financial loss to the Company.
  • 15.1.7 The Client’s failure to obtain necessary permits or approvals for a job, resulting in fines, penalties, or legal actions.
  • 15.1.8 Damage or loss of Company equipment or tools caused by the Client.
  • 15.1.9 Environmental damage or contamination resulting from the Client’s actions.
  • 15.1.10 Any claims of infringement related to intellectual property provided by the Company and used by the Client in a manner not agreed upon.

• 15.2 The Client’s obligation to indemnify the Company will survive the termination or expiration of this Agreement.

16 Photography and Videography

• 16.1 The Company reserves the right to use photographs and videos taken during any project or job for promotional, marketing, and other business-related purposes. The Company will ensure that no addresses or personal information of the Client are disclosed in such media.
• 16.2 If the Client does not wish for photographs or videos containing their likeness to be used by the Company, they must provide this request in writing to the Company. Unless such a written request is received, the Company assumes the right to use any media captured during the project or job.

17 Governing Law

• 17.1 This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles.
• 17.2 Any disputes arising out of or related to this Agreement shall be resolved in the state or federal courts located within the State of California, and both parties consent to the jurisdiction of such courts.
• 17.3 In the event of a dispute, the prevailing party shall be entitled to recover its reasonable attorney’s fees and court costs from the non-prevailing party.

18 Severability

• 18.1 If any provision of this Agreement is deemed invalid, illegal, or unenforceable, such provision will be modified to the minimum extent necessary to make it valid and enforceable, and the validity, legality, and enforceability of the remaining provisions will not be affected or impaired.
• 18.2 The parties agree to negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid provision that has, to the extent possible, a similar effect as the original provision, in terms of economic, business, and other purposes of this Agreement.

19 Entire Agreement and Binding Effect

• 19.1 Amendments and Modifications: This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings, written or oral, relating to the subject matter of this Agreement. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
• 19.2 Binding Effect: By signing this Agreement, both parties acknowledge and agree that they are entering into a legally binding contract. This Agreement shall bind and inure to the benefit of the parties and their respective successors, permitted assigns, heirs, executors, and administrators.
• 19.3 No Oral Modifications: The parties acknowledge and agree that no representation, inducement, promise, or agreement, oral or written, which is not included in this Agreement, shall be valid or binding. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if evidenced in writing and signed by each party or an authorized representative of each party.
• 19.4 Waiver: No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. The failure to demand strict performance of any of the terms, covenants, or conditions hereof will not be deemed a waiver or relinquishment of any rights or remedy that the waiving party may have, nor will it be deemed a waiver or relinquishment of any subsequent breach or default in the terms, covenants, and conditions of this Agreement.

20 Assignment

• 20.1 Neither party may assign, delegate, or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. Any purported assignment or delegation in violation of this section will be null and void. No assignment or delegation will relieve the assigning or delegating party of any of its obligations hereunder.

21 Termination

• 21.1 By Mutual Agreement: This Agreement may be terminated by mutual written consent of both parties.
• 21.2 By the Company: Baroza Transport LLC may terminate this Agreement with immediate effect upon written notice to the Client if:
  • 21.2.1 The Client fails to pay any amount due under this Agreement on the due date for payment and remains in default for a period of 60 days after being notified in writing to make such payment.
  • 21.2.2 The Client breaches any other term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 60 days after being notified in writing to do so.
  • 21.2.3 The Client becomes insolvent or enters bankruptcy.

• 21.3 By the Client: The Client may terminate this Agreement by providing 60 days written notice to the Company if:
  • 21.3.1 The Company breaches any material term of this Agreement and fails to remedy that breach within a period of 60 days after being notified in writing to do so.
  • 21.3.2 The Company becomes insolvent or enters bankruptcy.
  • 21.3.3 Consequences of Termination: Upon termination of this Agreement for any reason:
  • 21.3.4 The Client shall immediately pay to the Company all outstanding unpaid invoices and interest.
  • 21.3.5 The accrued rights, remedies, obligations, and liabilities of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.

22 Confidentiality

• 22.1 Confidential Information: For the purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which the disclosing party is engaged. Examples of Confidential Information include, but are not limited to: trade secrets, business plans, strategies, methods and/or practices, proprietary concepts, documentation, diagrams, business processes, and marketing plans.
• 22.2 Obligation to Maintain Confidentiality: Both parties agree that they will not disclose, use, modify, copy, reproduce, or otherwise divulge any Confidential Information obtained from the other, either directly or indirectly, to anyone or for any purpose, unless required by law, without express written consent from the disclosing party.
• 22.3 Exclusions: Confidential Information does not include information that:
  • 22.3.1 Is or becomes generally available to the public without any action by, or involvement of, the receiving party;
  • 22.3.2 Was possessed by the receiving party prior to being furnished by the disclosing party;
  • 22.3.3 Is independently developed by the receiving party without use or reference to the disclosing party’s Confidential Information.
  • 22.3.4 Return of Confidential Information: Upon the termination of this Agreement, or whenever requested by the disclosing party, the receiving party shall immediately return all copies of the Confidential Information to the disclosing party and certify in writing that all such material and copies thereof have been returned or destroyed.

• 22.4 Duration: The obligations set forth in this Confidentiality section shall survive the termination or expiration of this Agreement for a period of five (5) years.

23 Force Majeure

• 23.1 Definition: “Force Majeure” refers to any unforeseeable event or circumstance beyond the reasonable control of a party, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
• 23.2 No Liability: Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s reasonable control, including, without limitation, the following force majeure events.
• 23.3 Notification: In the event of a delay due to Force Majeure, the impacted party shall give prompt written notice to the other party, stating the period of delay expected and the cause of the delay.
• 23.4 Obligation to Mitigate: The party affected by Force Majeure shall take all reasonable steps to minimize the impact of the force majeure event and to resume performance of its obligations as soon as reasonably possible.
• 23.5 Right to Terminate: If a Force Majeure event continues substantially uninterrupted for a period of sixty (60) days or more, either party may terminate this Agreement upon written notice to the other party.

24 Dispute Resolution

• 24.1 Negotiation: In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle such disputes, claims, questions, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.
• 24.2 Mediation: If the parties do not reach a solution within a period of 30 days from the time informal negotiations commence under the previous paragraph, either party may initiate mediation. The parties shall mutually agree upon a mediator and conduct the mediation in Ukiah, CA. The costs of mediation shall be shared equally between the parties.
• 24.3 Binding Arbitration: If mediation is unsuccessful, either party may initiate binding arbitration. The arbitration shall be conducted in Ukiah, CA, in accordance with the rules of the American Arbitration Association. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
• 24.4 Legal Fees: In the event of litigation or arbitration relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs.

25 Notices

• 25.1 All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) must be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section).
• 25.2 All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), certified or registered mail (in each case, return receipt requested, postage prepaid), or email (with confirmation of transmission) to the address of the party specified in this Agreement or such other address as either party may specify in writing.
• 25.3 Except as otherwise provided in this Agreement, a Notice is effective only: (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this section.

26 Counterparts

• 26.1 This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. If the Agreement is signed electronically or in physical copies by the parties on separate occasions, each signed copy shall be deemed an original.