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24B274 - VIVID Staging Solutions
CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Sound, Lighting and Staging for Special Events Vivid Staging Solutions Brian Champagne bchampagne@vividstage.com Sound, Lighting and Staging for Special Events $58,667.50 + $3,275.91 = $61,943.41 November 01, 2024 - October 31, 2025 On File David Champagne,dchampagne@vividstage.com Brian Champagne, bchampagne@vividstage.com Parks & Recreation Nicholas S. Gonzalez, Director / Ext. 8277 N/A 24B274 1 Yes Yes Yes Department N/A No IFB 24-30 N/A N/A N/A 06/13/2025 Janet Burns, Administrative Specialist Docusign Envelope ID: AA56E2F5-F457-4A3E-8E9B-B1736B64EDD3 55575.18100\42913029.1 Page 1 of 8 (BB&K 2024) AMENDMENT NO. 1 TO THE SOUND, LIGHTING, AND STAGING FOR SPECIAL EVENTS 24B274 BETWEEN THE CITY PALM SPRINGS AND VIVID STAGING SOLUTIONS 1. Parties and Date. This Amendment No. 1 to the Contract Services Agreement is made and entered into as of this 3rd day of July, 2025, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Vivid Staging Solutions, a California Corporation, (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties.” 2. Recitals. 2.1 Agreement. City and Contractor entered into an agreement titled Sound, Lighting, and Staging Services for Special Events dated October 23, 2024, (“Agreement”) for the purpose of retaining the services of Contractor to provide stage, sound, lighting, video and special effect production services in an amount not to exceed $58,667.50 and a term of one year. 2.2 Amendment Purpose. City and Contractor now desire to amend the Agreement for the purpose to revising Scope of Work and for additional compensation. 2.4 Amendment Authority. This Amendment No. 1 is authorized pursuant to Section 3.3 Changes of the Agreement. 3. Terms. 3.1 Amendment. Section 3 of the Agreement is hereby amended in its entirety to read as follows: 3.1 Compensation of Contractor “Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “C.” The total amount of Compensation shall not exceed $61,943.41.” “Exhibit “A” is hereby deleted in its entirety and replaced with revised Exhibit A Scope of Work, and Exhibit C attached hereto and incorporated 3.2 Continuing Effect of Agreement. Except as amended by this Amendment No. 1, all other provisions of the Agreement remain in full force and effect and shall govern the actions of the parties under this Amendment No. 1. From and after the date of this Amendment No. 1, whenever the term “Agreement” or “Contract” appears in the Agreement, it shall mean the Agreement as amended by this Amendment No. 1. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this Amendment No. 1. 3.4 Severability. If any portion of this Amendment No. 1 is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue Docusign Envelope ID: AA56E2F5-F457-4A3E-8E9B-B1736B64EDD3 55575.18100\42913029.1 Page 2 of 8 (BB&K 2024) in full force and effect. 3.5 Counterparts. This Amendment No. 1 may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] Docusign Envelope ID: AA56E2F5-F457-4A3E-8E9B-B1736B64EDD3 55575.18100\42913029.1 Page 3 of 8 (BB&K 2024) SIGNATURE PAGE FOR AMENDMENT NO. 1 TO THE SOUND, LIGHTING, AND STAGING SERVICES FOR SPECIAL EVENTS BETWEEN THE CITY PALM SPRINGS AND VIVID STAGING SOLUTIONS IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: ____________________________ By: ______________________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: N/A Item No. N/A APPROVED AS TO FORM: ATTEST: By: ___________________________ By: _______________________________ Jeff Ballinger Brenda Pree City Attorney City Clerk APPROVED: By: _______________________________ Date: City Manager – over $150,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager/Assistant Director – up to $5,000 Docusign Envelope ID: AA56E2F5-F457-4A3E-8E9B-B1736B64EDD3 6/20/20256/20/2025 6/20/2025 6/20/2025 6/20/2025 55575.18100\42913029.1 Page 4 of 8 (BB&K 2024) EXHIBIT A SCOPE OF WORK Contractor will provide the following sound and lighting equipment rental services for 4th of July Special Events for Parks & Recreation Department SCHEDULE: Contractor will provide the following equipment and services from 4:00 PM on July 3, 2025, to 10:00 PM on July 4, 2025, at the Marilyn Statue in the Downtown Park: Lighting Consoles/Communication TYPE QTY DESCRIPTION NOTE Rental 1 Martin M1 Moving Light Console Rental 5 City Theatrical 5900 Multiverse Show Baby W/L Moving Light Fixtures TYPE QTY DESCRIPTION NOTE Rental 6 Maverick Force Profile Lighting Cable TYPE QTY DESCRIPTION NOTE Rental 1 Lighting Cable Package Truss and Accessories TYPE QTY DESCRIPTION NOTE Rental 4 12"x18" Truss - 10' Rental 4 12"x18" Truss - 5' Rental 4 3'x3' Truss Base Note 4-15’ light trees Scenic/Staging TYPE QTY DESCRIPTION NOTE Rental 26 Sandbags Docusign Envelope ID: AA56E2F5-F457-4A3E-8E9B-B1736B64EDD3 55575.18100\42913029.1 Page 5 of 8 (BB&K 2024) Labor TYPE QTY DESCRIPTION NOTE Labor 3 Electrician- 7/3/25, 4:00 PM – 7/4/25, 10:00 PM Load In, Load Out Labor 1 Lighting Programmer- 7/3/25, 4:00 PM – 7/4/25, 10:00 PM Load In, Operate, Load Out SPECIAL ARRANGEMENTS: City to supply power for lighting and tech area = (5) 20amp circuits Docusign Envelope ID: AA56E2F5-F457-4A3E-8E9B-B1736B64EDD3 55575.18100\42913029.1 Page 6 of 8 (BB&K 2024) EXHIBIT B SCHEDULE OF COMPENSATION The following are fees for service payment. Contractor will provide the following equipment and services as quoted on the rental estimate, and detailed below. FEE SCHEDULE: Lighting Consoles/Communication TYPE QTY DESCRIPTION NOTE TOTAL FEE Rental 1 Martin M1 Moving Light Console Rental 5 City Theatrical 5900 Multiverse Show Baby W/L Total: $725.00 Moving Light Fixtures TYPE QTY DESCRIPTION NOTE TOTAL FEE Rental 6 Maverick Force Profile Total: $1,200.00 Lighting Cable TYPE QTY DESCRIPTION NOTE TOTAL FEE Rental 1 Lighting Cable Package Total: $75.00 Truss and Accessories TYPE QTY DESCRIPTION NOTE TOTAL FEE Rental 4 12"x18" Truss - 10' Rental 4 12"x18" Truss - 5' Rental 4 3'x3' Truss Base Note 4-15’ light trees Total: $820.00 Scenic/Staging TYPE QTY DESCRIPTION NOTE TOTAL FEE Rental 26 Sandbags Total: $260.00 Labor TYPE QTY DESCRIPTION NOTE TOTAL FEE Labor 3 Electrician- 7/3/25, 4:00 PM – 7/4/25, 10:00 PM Load In, Load Out Docusign Envelope ID: AA56E2F5-F457-4A3E-8E9B-B1736B64EDD3 55575.18100\42913029.1 Page 7 of 8 (BB&K 2024) Labor 1 Lighting Programmer- 7/3/25, 4:00 PM – 7/4/25, 10:00 PM Load In, Operate, Load Out Total: $2,955.00 Other Fees TYPE TOTAL FEES Subtotal $6,035.00 Sales Tax $284.90 Credit Card Processing Fee $0.00 Discount $0.00 Delivery and Pickup $250.00 Total $534.90 Grand Total $6,569.90 Docusign Envelope ID: AA56E2F5-F457-4A3E-8E9B-B1736B64EDD3 55575.18100\42913029.1 Page 8 of 8 (BB&K 2024) Docusign Envelope ID: AA56E2F5-F457-4A3E-8E9B-B1736B64EDD3 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 6/18/2025 License # 0757776 (310) 568-5900 13027 Vivid Staging Solutions, Inc 79811 Country Club Dr, Ste A Indio, CA 92203-1290 38342 35076 A 1,000,000 X X VBB130210 11/7/2024 11/7/2025 100,000 5,000 1,000,000 2,000,000 2,000,000 1,000,000B X BA040000089319 6/21/2024 6/21/2025 C 9249384-25 4/18/2025 4/18/2026 1,000,000 N 1,000,000 1,000,000 The City of Palm Springs, its officials, employees and agents are Additional Insured with regard to the General Liability policy, when required by written contract, per the attached endorsement form GBA105003 12/19. Waiver of Subrogation applies to the General Liability policy, when required by written contract, per the attached endorsement form GBA104029 06/14. Additional Insured applies with regard to the Auto Liability policy, per the attached endorsement form 6489CA 05/21. City of Palm Springs 401 South Pavilion Way Palm Springs, CA 92262 VIVISTA-01 ECHEN1 HUB International Insurance Services Inc. 600 Corporate Pointe Suite 600 Culver City, CA 90230 Covington Specialty Insurance Company California Automobile Insurance Company State Compensation Insurance Fund of California X X X X X X X Docusign Envelope ID: AA56E2F5-F457-4A3E-8E9B-B1736B64EDD3 GBA 105004 1219 Page 1 of 2 This Endorsement Changes The Policy. Please Read It Carefully. BLANKET ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS (PRIMARY AND NONCONTRIBUTORY) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Schedule (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to “bodily injury” or “property damage” occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or 2. That portion of “your work” out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III – Limits of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. D. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: Policy No.: Name of Additional Insured Person(s) or Organization(s): Any person or organization whom you are required to add as an additional insured with Primary and Non- contributory status on this policy under a written contract which is currently in effect or becoming effective during the term of the policy and executed prior to the “bodily injury”, “property damage”, or “personal and advertising injury”. COVINGTON SPECIALTY INSURANCE COMPANY VBB130210 Docusign Envelope ID: AA56E2F5-F457-4A3E-8E9B-B1736B64EDD3 GBA 105004 1219 Page 2 of 2 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured, provided such contract or agreement was in place prior to the “occurrence”. All other terms and conditions of this policy remain unchanged. Docusign Envelope ID: AA56E2F5-F457-4A3E-8E9B-B1736B64EDD3 GBA 104029 0614 This Endorsement Changes The Policy. Please Read It Carefully. BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization for whom you are required to provide a Waiver of Subrogation on this policy under a written contract which is currently in effect or becoming effective during the term of the policy and executed prior to the “bodily injury”, “property damage”, or “personal and advertising injury”. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or “your work” done under a contract with that person or organization and included in the “products-completed operations hazard”. This waiver applies only to the person or organization shown in the Schedule above. All other terms and conditions of this policy remain unchanged. Policy No.: VBB130210 COVINGTON SPECIALTY INSURANCE COMPANY Docusign Envelope ID: AA56E2F5-F457-4A3E-8E9B-B1736B64EDD3 CONTRACT ABSTRACT Contract/Amendment Name of Contract: Company Name: Company Contact: Email: Summary of Services: Contract Price: Contract Term: Public Integrity/ Business Disclosure Forms: Contract Administration Lead Department: Contract Administrator/ Ext: Contract Approvals Council/City Manager Approval Date: Agreement Number: Amendment Number: Contract Compliance Exhibits: Insurance: Routed By: Bonds: Business License: Sole Source Co-Op CoOp Agmt #: Sole Source Documents: CoOp Name: CoOp Pricing: By: Submitted on: Contract Abstract Form Rev 8.16.23 Authorized Signers: Name, Email (Corporations require 2 signatures) Sound, Lighting and Staging for Special Events VIVID Staging Solutions Brian Champagne bchampagne@vividstage.com Sound, Lighting and Staging for Special Events $58,667.50 November 01, 2024 - October 31, 2025 Yes David Champagne, dchampagne@vividstage.com Brian Champagne, bchampagne@vividstage.com Parks & Recreation Jasmine Sullivan-Waits x8276 N/A 24B274 N/A Yes Yes Yes Procurement N/A No IFB 24-30 N/A N/A N/A October 23, 2024 Anil Cholakkara Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 1 of 21 CONTRACT SERVICES AGREEMENT 24B274 SOUND,LIGHTING, AND STAGING SERVICES FOR SPECIAL EVENTS THIS AGREEMENT FOR CONTRACT SERVICES (“Agreement”) is made and entered into on October 23, 2024, by and between the City of Palm Springs, a California charter city and municipal corporation (“City”), and Vivid Staging Solutions a California corporation, (“Contractor”). City and Contractor are individually referred to as “Party” and are collectively referred to as the “Parties”. RECITALS A. City requires the services of a licensed and qualified vendor to provide stage, sound, lighting, video, and special effect production for City’s special events, (“Project”). B. Contractor has submitted to City a proposal to provide stage, sound, lighting, video and special effect production services to City under the terms of this Agreement. C. Based on its experience, education, training, and reputation, Contractor is qualified and desires to provide the necessary services to City for the Project. D. City desires to retain the services of Contractor for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT 1. CONTRACTOR SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Contractor shall provide services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit “A” and incorporated herein by reference (the “Services” or “Work”). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Contractor warrants that the Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Contractor shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Contractor shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. 1.3 Licenses and Permits. Contractor shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Services required by this Agreement. Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 2 of 21 1.4 Familiarity with Work. By executing this Agreement, Contractor warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2. TIME FOR COMPLETION The time for completion of the Services to be performed by Contractor is an essential condition of this Agreement. Contractor shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit “A.” Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Contractor to any additional compensation regardless of the Party responsible for the delay. 3. COMPENSATION OF CONTRACTOR 3.1 Compensation of Contractor. Contractor shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit “A”. The total amount of Compensation shall not exceed $58,667.50. 3.2 Method of Payment. In any month in which Contractor wishes to receive payment, Contractor shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City’s finance director. Payments shall be based on the hourly rates set forth in Exhibit “A” for authorized services performed. City shall pay Contractor for all expenses stated in the invoice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Contractor’s invoice. 3.3 Changes. In the event any change or changes in the Services is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Contractor’s profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 3 of 21 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit “A.” Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Contractor notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Contractor’s performance and is one or more of the following: (1) Acts of God or other natural disasters occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and (4) pandemics, epidemics or quarantine restrictions. For purposes of this section, “orders of governmental authorities,” includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Contractor notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer’s judgment, such delay is justified. The Contract Officer’s determination shall be final and conclusive upon the Parties to this Agreement. The Contractor will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of one year commencing on November 01, 2024, and ending on October 31, 2025, unless extended by mutual written agreement of the Parties. In addition the term may be extended at the sole discretion of the City upon written notice to the contractor, for two additional one-year terms. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Contractor. Where termination is due to the fault of Contractor and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Contractor shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for all Services rendered prior to receipt of the notice of termination and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Contractor shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Contractor's deficiencies and charge the cost thereof to Contractor, who shall be liable for the full cost of the City's corrective action. Contractor may not terminate this Agreement except for cause, upon thirty (30) days written notice to City. 5. COORDINATION OF WORK 5.1 Representative of Contractor. The following principal of Contractor is designated as being the principal and representative of Contractor authorized to act and make all decisions in its behalf with respect to the specified Services: Brian Champagne, Project Manager. It is expressly understood that the experience, knowledge, education, capability, and Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 4 of 21 reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Contractor without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Contractor shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Contractor shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Contractor, its principals and employees, were a substantial inducement for City to enter into this Agreement. Contractor shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Contractor is permitted to subcontract any part of this Agreement by City, Contractor shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Contractor, its agents or employees, perform the Services required, except as otherwise specified. Contractor shall perform all required Services as an independent contractor of City and shall not be an employee of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Contractor’s work product, result, and advice. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. Contractor shall pay all wages, salaries, and other amounts due personnel in connection with their performance under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers’ compensation insurance. Contractor shall not have any authority to bind City in any manner. 5.5 Personnel. Contractor agrees to assign the following individuals to perform the services in this Agreement. Contractor shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Contractor by providing written notice to Contractor. Name: Title: Brian Champagne Project Manager Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 5 of 21 5.6 California Labor Code Requirements. A. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). B. If the Services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. 6. INSURANCE Contractor shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in the attached Exhibit "B", incorporated herein by reference. 7. INDEMNIFICATION. 7.1 Indemnification. To the fullest extent permitted by law, Contractor shall defend (at Contractor’s sole cost and expense), indemnify, protect, and hold harmless City, its elected officials, officers, employees, agents, and volunteers (collectively the “Indemnified Parties”), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively “Claims”), including but not limited to Claims arising from injuries to or death of persons (Contractor’s employees included), for damage to property, including property owned by City, for any violation of any federal, state, or local law or ordinance or in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct committed by Contractor, its officers, employees, representatives, and agents, that arise out of or relate to Contractor’s performance of Services or this Agreement. This indemnification clause excludes Claims arising from the sole negligence or willful misconduct of the Indemnified Parties. Under no circumstances shall the insurance requirements and limits set forth in this Agreement be construed to limit Contractor’s indemnification obligation or other liability under this Agreement. Contractor’s indemnification Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 6 of 21 obligation shall survive the expiration or earlier termination of this Agreement until all actions against the Indemnified Parties for such matters indemnified are fully and finally barred by the applicable statute of limitations or, if an action is timely filed, until such action is final. 7.2 Design Professional Services Indemnification and Reimbursement. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to the extent which the Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor in the performance of the Services or this Agreement, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction, Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 8. RECORDS AND REPORTS 8.1 Reports. Contractor shall periodically prepare and submit to the Contract Officer reports concerning the performance of the Services required by this Agreement, or as the Contract Officer shall require. 8.2 Records. Contractor shall keep complete, accurate, and detailed accounts of all time, costs, expenses, and expenditures pertaining in any way to this Agreement. Contractor shall keep such books and records as shall be necessary to properly perform the Services required by this Agreement and enable the Contract Officer to evaluate the performance of such Services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of this Agreement shall be the property of City. Contractor shall deliver all above-referenced documents to City upon request of the Contract Officer or upon the termination of this Agreement. Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials. Contractor may retain copies of such documents for Contractor's own use. Contractor shall have an unrestricted right to use the concepts embodied in such documents. 8.4 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Contractor in the performance of Services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.5 Audit and Inspection of Records. After receipt of reasonable notice and during the regular business hours of City, Contractor shall provide City, or other agents of City, such access to Contractor’s books, records, payroll documents, and facilities as City deems necessary to examine, copy, audit, and inspect all accounting books, records, work data, documents, and activities directly related to Contractor’s performance under this Agreement. Contractor shall maintain such books, records, data, and documents in accordance with generally accepted accounting principles and shall clearly identify and make such items readily Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 7 of 21 accessible to such parties during the term of this Agreement and for a period of three (3) years from the date of final payment by City hereunder. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 9.2 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties. The terms of this Agreement are contractual and the result of negotiation between the Parties. Accordingly, any rule of construction of contracts (including, without limitation, California Civil Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 9.3 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting Party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City’s consent to or approval of any subsequent act of Contractor. Any waiver by either Party of any default must be in writing. No such waiver shall be a waiver of any other default concerning the same or any other provision of this Agreement. 9.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative. The exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.5 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.6 Attorney Fees. In the event any dispute between the Parties with respect to this Agreement results in litigation or any non-judicial proceeding, the prevailing Party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing Party all reasonable costs and expenses. These include but are not limited to reasonable attorney fees, expert contractor fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. 10. CITY OFFICERS AND EMPLOYEES: NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Contractor, or any successor-in-interest, in the event of any Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 8 of 21 default or breach by City or for any amount which may become due to the Contractor or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Conflict of Interest. Contractor acknowledges that no officer or employee of the City has or shall have any direct or indirect financial interest in this Agreement, nor shall Contractor enter into any agreement of any kind with any such officer or employee during the term of this Agreement and for one (1) year thereafter. Contractor warrants that Contractor has not paid or given, and will not pay or give, any third party any money or other consideration in exchange for obtaining this Agreement. 10.3 Covenant Against Discrimination. In connection with its performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin (i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). Contractor shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to City’s lawful capacity to enter this Agreement, and in executing this Agreement, Contractor certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any Contractor activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that Contractor is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication that either Party desires, or is required to give to the other Party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. Either Party may change its address by notifying the other Party of the change of address in writing. To City: City of Palm Springs Attention: City Manager/ City Clerk 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Contractor: VIVID Staging Solutions Attention: Brian Champagne 42215 Washington St. Ste A-198 Palm Desert, CA 92211 11.2 Integrated Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes and cancels all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter in this Agreement. Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 9 of 21 11.3 Amendment. No amendments or other modifications of this Agreement shall be binding unless through written agreement signed by all Parties. 11.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the Parties. 11.5 Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the Parties’ successors and assignees. 11.6 Third Party Beneficiary. Except as may be expressly provided for in this Agreement, nothing contained in this Agreement is intended to confer, nor shall this Agreement be construed as conferring, any rights, including, without limitation, any rights as a third-party beneficiary or otherwise, upon any entity or person not a party to this Agreement. 11.7 Recitals. The above-referenced Recitals are hereby incorporated into the Agreement as though fully set forth in this Agreement and each Party acknowledges and agrees that such Party is bound, for purposes of this Agreement, by the same. 11.8 Authority. The persons executing this Agreement on behalf of the Parties warrant that they are duly authorized to execute this Agreement on behalf of Parties and that by so executing this Agreement the Parties are formally bound to the provisions of this Agreement. 11.9 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 11.10 Compliance with Economic Sanctions in Response to Russia's Actions in Ukraine. When funding for the services is provided, in whole or in part, by an agency controlled of the State of California, Consultant shall fully and adequately comply with California Executive Order N-6-22 (“Russian Sanctions Program”). As part of this compliance process, Consultant shall also certify compliance with the Russian Sanctions Program by completing the form located in Exhibit “C” (Russian Sanctions Certification), attached hereto and incorporated herein by reference. Consultant shall also require any subconsultants to comply with the Russian Sanctions Program and certify compliance pursuant to this Section. [SIGNATURES ON NEXT PAGE] Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 10 of 21 SIGNATURE PAGE TO AGREEMENT BY AND BETWEEN THE CITY OF PALM SPRINGS AND VIVID STAGING SOULTIONS IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates stated below. CONTRACTOR: By: _____________________________ By: _______________________ Signature Signature (2nd signature required for Corporations) Date: Date: CITY OF PALM SPRINGS: APPROVED BY CITY COUNCIL: Date: N/A Item No. N/A APPROVED AS TO FORM: ATTEST: By: ___________________________ By: __________________________ City Attorney City Clerk APPROVED: By: _____________________________ Date: City Manager – over $50,000 Deputy/Assistant City Manager – up to $50,000 Director – up to $25,000 Manager – up to $5,000 Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CC 10/23/2024 10/23/2024 Docusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 10/28/2024 Page 11 of 21 EXHIBIT “A” SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 12 of 21 1.1 Scope: A. The Contractor shall provide Sound, Lighting, Video and Staging services for City’s special events to be held at various City locations in Palm Springs. The scope of the work will consist of but not limited to, the Contractor providing all supervision, supplies, materials and equipment, setup and maintenance, tear down and transportation necessary to provide the required sound, lighting, Video and staging needed for the following events : 1. Veteran’s Parade (November) 2. Festival of Light Parade (December) 3. Independence Day (July) B. Detailed specifications for the items to be provided for the events are as follows: 1. Veteran’s Day Parade - November 11, 2024 a. Veterans Day Parade - Dignitary Review Stand Location – Amado Road & Palm Canyon East Side of Intersection 1) 15 4’x8’ Riser 1st level at 32” 2) 15 4’x8’ Riser 2nd level at 38” 3) 15 4’x8’ Riser 3rd level at 42’ 4) 40 Riser Railing @ 38” tall 5) 10 Riser Railing @ 22” tall 6) 1 ADA Accessible Ramp 44’ long 7) 2 Step Unit 1st & 2nd Level 8) 1 Stage Skirting 3 sides b. Veterans Day Parade - Performance Stage Location – Amado Road & Palm Canyon West Side of Intersection 1) 58 4’x8’Riser one level 36’x48’x48’ 2) 1 4’x4’ Riser 3) 34 Riser Railing@36” tall (No handrail on front) – 3 sides 4) 2 48” Step Unit left/right 5) 1 Stage Skirting 3 sides 6) 1 20’x 10’ Truss Arch for Backdrop 7) American Flag Backdrop – Hanging of American Flag on the stage backdrop. City to provide Flag, approx. size 8’x12 c. Veterans Day Parade – Lighting Performance Stage 1) 1 12 channel Stage Lighting Console (LEP or similar) 2) 12 LED Par (Chavuet or similar) 3) 1 Lighting Cable Package Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 13 of 21 4) 2 16’ Pipe and Base Lighting 5) 1 Quiet Generator (Motion Picture or similar) 6) 1 Diesel Fuel for Generator (24 Liters) d. Veterans Day Parade – Audio Performance Stage 1) 1 32 Channel Digital Mixer (Soundcraft or similar) 2) 6 2-Way Powered Multi-Purpose Loudspeaker (HPR 122I or similar) 3) 8 612m band monitor wedges 4) 1 Band Mic Package 5) 1 Mic Stand Package 6) 4 PC DI Dual channel stereo direct box (Whirlwind or similar) 7) 4 PC Audio Cap 8) 1 XLR Cable Package 2. Festival of Lights Parade - December 07,2024 a. Festival of Light Parade – Dignitary Review Stand Location – Amado Road & Palm Canyon East Side of Intersection 1) 15 4’x8’ Riser 1st level at 32” 2) 15 4’x8’ Riser 2nd level at 38” 3) 15 4’x8’ Riser 3rd level at 42’ 4) 40 Riser Railing @ 38” tall 5) 10 Riser Railing @ 22” tall 6) 1 ADA Accessible Ramp 44’ long 7) 2 Step Unit 1st & 2nd Level 8) 1 Stage Skirting 3 sides b. Festival of Light Parade – Video, Lighting, Audio – NBC Production Location – Tahquitz Canyon West side; Amado Road East side. 1) Video: per specification below but not limited to 65” UHD LED Monitor LED/LCD 6’ Monitor Stand Decimator MD-LX 2) Audio: per specification below but not limited to 1 Mixing Console 1 2-Way Powered Multi-Purpose Loudspeaker 1 Ultimate Stand- TS no B Airshock Air-powered speaker Stand 3) Lighting: per specification below but not limited to 1 HPL Lamp with dichroic reflector (Source 4 Leko or similar) Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 14 of 21 1 Gobo Frame “B” 2 Custom Gobo City Seal at Amado Rd 2 Custom Gobo Sponsor Logo at Tahquitz Canyon Way 1 16’ Pipe and Base 21 Sandbags 4) Communications: per specification below but not limited to 45 Cellular Push to Talk Radios 45 Surveillance Ear-Piece Communications c. Festival of Light Parade – Audio, Lighting and Power Distribution Dignitary Review Stand – Location: Amado East Side 1) Audio: per specification below but not limited to: 32Channel Digital Mixer (Soundcraft Expression or similar) 2-Way Powered Multi-Purpose Loudspeaker (HPR 122I or similar) 8 612m band monitor wedges Band Mic Package Mic Stand Package 4 Whirlwind PD DI 4 Dual channel stereo direct box 4 PC Audio Cap XLR Cable Package 2) Lighting: per specification below but not limited to 1 12 channel Stage Lighting Console (LEP or similar) 8 LED Par (Chauvet or similar) 1 Lighting Cable Package 2 16’ Pipe and Base 1 Metal Gobo 20 Cable Ramps 1 EZ-UP White Scenic/Staging 3) Power Distribution : per specification below but not limited to 1 Quiet Generator 30kvw 1 Feeder Package 1 Diesel Fuel TBD 50-amp twist-lock Cable – 100’ 3. Fourth of July a. Fourth of July – Palm Springs Stadium - Audio 1 32Channel Digital Mixer (Soundcraft Expression or similar) Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 15 of 21 6 2-Way Powered Multi-Purpose Loudspeaker (HPR 122I or similar) 8 612m band monitor wedges 1 Band Mic Package 1 Mic Stand Package 4 Whirlwind PD DI 4 Dual channel stereo direct box 4 PC Audio Cap 1 XLR Cable Package C. The Contractor is responsible for delivery, setup and removal of the items. The Contractor shall own or have available fleet of vehicles adequate to dispatch, carry and handle City deliveries. D. Equipment shall be in good condition with professional appearance. All sound consoles shall be covered. All trip or safety hazards in areas open to the public shall be covered or identified with safety flags or cones provided by the contractor. E. The Contractor will be notified within 14 days of the event with specific locations for delivery. 1.2 Insurance Requirements: Contractor shall meet all insurance requirements of the City, including but not limited to, the provisions of personal and property liability, including automobile coverage, and Worker’s compensation, in limits acceptable to the City. 1.3 Compensation: Contractor shall be compensated and reimbursed for the service rendered based on a lumpsum basis as outlined in the contract pricing. No additional compensation will be allowed for services rendered unless the City has amended the contract requirements. Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 16 of 21 Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 17 of 21 EXHIBIT “B” INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 18 of 21 INSURANCE 1. Procurement and Maintenance of Insurance. Contractor shall procure and maintain public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Contractor’s performance under this Agreement. Contractor shall procure and maintain all insurance at its sole cost and expense, in a form and content satisfactory to the City, and submit concurrently with its execution of this Agreement. Contractor shall also carry workers’ compensation insurance in accordance with California workers’ compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extensions. Such insurance shall not be cancelable without thirty (30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Contractor’s obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. 2. Minimum Scope of Insurance. The minimum amount of insurance required under this Agreement shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000.00) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate. 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000.00) per occurrence. 3. Professional liability (errors and omissions) insurance with limits of at least one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000) annual aggregate is: _________ required ___X_____ is not required. 4. Workers’ Compensation insurance in the statutory amount as required by the State of California and Employer’s Liability Insurance with limits of at least one million dollars $1 million per occurrence. If Contractor has no employees, Contractor shall complete the City’s Request for Waiver of Workers’ Compensation Insurance Requirement form. 3. Primary Insurance. For any claims related to this Agreement, Contractor’s insurance coverage shall be primary with respect to the City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Contractor’s insurance and shall not contribute with it. For Workers’ Compensation and Employer’s Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 19 of 21 4. Errors and Omissions Coverage. If Errors & Omissions Insurance is required, and if Contractor provides claims made professional liability insurance, Contractor shall also agree in writing either (1) to purchase tail insurance in the amount required by this Agreement to cover claims made within three years of the completion of Contractor ’s services under this Agreement, or (2) to maintain professional liability insurance coverage with the same carrier in the amount required by this Agreement for at least three years after completion of Contractor’s services under this Agreement. Contractor shall also be required to provide evidence to City of the purchase of the required tail insurance or continuation of the professional liability policy. 5. Sufficiency of Insurers. Insurance required in this Agreement shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best’s Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. 6. Verification of Coverage. Contractor shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Contractor’s insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsements are not required for Errors and Omissions and Workers’ Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: A. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured…” ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). B. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No.___" or "for any and all work performed with the City" may be included in this statement). C. "Should any of the above-described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, “endeavor to” mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. D. Both the Workers’ Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 20 of 21 authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Contractor’s obligation to provide them. 7. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its elected officials, officers, employees, agents, and volunteers; or (2) Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured retention under the policy. Contractor guarantees payment of all deductibles and self-insured retentions. 8. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer’s liability. Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Page 21 of 21 Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 CITY OF PALM SPRINGS 3200 E TAHQUITZ CANYON WAY, PALM SPRINGS, CA 92262 (760) 322-8328 BUSINESS LICENSE CERTIFICATE Fees Paid:$293.00 ISSUANCE OF THIS LICENSE DOES NOT ENTITLE THE LICENSEE TO OPERATE OR MAINTAIN A BUSINESS IN VIOLATION OF ANY OTHER LAW OR ORDINANCE. THIS IS NOT AN ENDORSEMENT OF THE ACTIVITY NOR OF THE APPLICANT'S QUALIFICATIONS. Business Name:VIVID STAGING SOLUTIONS DBA: Owner:Vivid Staging Solutions Mailing Address:42215 WASHINGTON ST A-198 PALM DESERT, CA 92211 License Number:OC-007553-2024 Expiration Date:05/31/2025 PLEASE NOTE THAT IT IS YOUR RESPONSIBILITY TO RENEW AND UPDATE THIS LICENSE ANNUALLY. Business Location:79811A COUNTRY CLUB DR SUITE A, BERMUDA DUNES, CA 92203 Business Description:AUDIO VISUAL TO BE POSTED IN A CONSPICUOUS PLACE Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 10/17/2024 License # 0757776 (626) 612-0060 (951) 231-2572 13027 Vivid Staging Solutions, Inc & PFL Audio 42-215 Washington St. Ste. A 198 Palm Desert, CA 92211 38342 35076 A 1,000,000 X X VBA945954 00 11/7/2023 11/7/2024 100,000 5,000 1,000,000 2,000,000 2,000,000 1,000,000B X BA040000089319 6/21/2024 6/21/2025 C 9249384-24 4/18/2024 4/18/2025 1,000,000 Y 1,000,000 1,000,000 The City of Palm Springs, its officials, employees and agents are Additional Insured with regard to the General Liability policy, when required by written contract, per the attached endorsement form GBA105003 12/19. Waiver of Subrogation applies to the General Liability policy, when required by written contract, per the attached endorsement form GBA104029 06/14. Additional Insured with regard to the Auto Liability policy, when required by written contract, per the attached endorsement form MCA85100817 CA. City of Palm Springs 401 South Pavilion Way Palm Springs, CA 92262 VIVISTA-01 BSHANKAR HUB International Insurance Services Inc. 600 Corporate Pointe Suite 600 Culver City, CA 90230 Ella Chen Cal.CPU@Hubinternational.com Covington Specialty Insurance Company California Automobile Insurance Company State Compensation Insurance Fund of California X X X X X X X Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 GBA 105003 1219 This Endorsement Changes The Policy. Please Read It Carefully. BLANKET ADDITIONAL INSURED – OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART Schedule (Information required to complete this Schedule, if not shown above, will be shown in the Declarations.) A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) designated above. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to “bodily injury” or “property damage” occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the site of the covered operations has been completed; or 2. That portion of “your work” out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to SECTION III – Limits of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable limits of insurance; whichever is less. This endorsement shall not increase the applicable limits of insurance. All other terms and conditions of this policy remain unchanged. Name of Additional Insured Person(s) or Organization(s): Any person or organization whom you are required to add as an additional insured on this policy under a written contract which is currently in effect or becoming effective during the term of the policy and executed prior to the “bodily injury”, “property damage”, or “personal and advertising injury”. COVINGTON SPECIALTY INSURANCE COMPANY Policy No: VBA945954 00 Policy Term: 11/7/2023 - 11/7/2024 Insured: Vivid Staging Solutions, Inc Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 GBA 104029 0614 This Endorsement Changes The Policy. Please Read It Carefully. BLANKET WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: Any person or organization for whom you are required to provide a Waiver of Subrogation on this policy under a written contract which is currently in effect or becoming effective during the term of the policy and executed prior to the “bodily injury”, “property damage”, or “personal and advertising injury”. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV – Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or “your work” done under a contract with that person or organization and included in the “products-completed operations hazard”. This waiver applies only to the person or organization shown in the Schedule above. All other terms and conditions of this policy remain unchanged. Policy #: VBA945954 00 Policy Term: 11/7/2023 - 11/7/2024 Insured: Vivid Staging Solutions, Inc COVINGTON SPECIALTY INSURANCE COMPANYDocusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Copyright 2017 Me rcury Insura nc e Se rvi c e s ,LLC.All rights res erved. Includes copyrightedmaterial of Insurance Services Office, Inc., with its PermissionMCA85100817-CA P a ge 1 of 6 THISENDORSEMENTCHANGESTHE POLICY. PLEASEREAD IT CAREFULLY. Business Auto Broadening Endorsement This endorsement modifies insurance provided under the following: BUSINESS AUTOCOVERAGE FORM I. NEWLY ACQUIRED OR FORMED ENTITY (BROADFORM NAMED INSURED) II. EMPLOYEES AS INSUREDS III. AUTOMATIC ADDITIONALINSURED IV. EMPLOYEE HIRED AUTO LIABILITY V. SUPPLEMENTARY PAYMENTS VI. FELLOW EMPLOYEE COVERAGE VII. ADDITIONALTRANSPORTATIONEXPENSE VIII. HIRED AUTO PHYSICALDAMAGE COVERAGE IX. ACCIDENTALAIRBAGDEPLOYMENT COVERAGE X. LOAN/LEASEGAP COVERAGE XI. GLASS REPAIR–DEDUCTIBLE WAIVER XII. TWO OR MORE DEDUCTIBLES XIII. AMENDED DUTIES IN EVENTOF ACCIDENT, CLAIM, SUIT OR LOSS XIV. WAIVEROF SUBROGATION XV. UNINTENTIONALERROR, OMISSION, OR FAILURE TODISCLOSE HAZARDS XVI. EMPLOYEE HIRED AUTOPHYSICAL DAMAGE XVII. PRIMARY ANDNONCONTRIBUTORYIF REQUIRED BY CONTRACT XVIII. HIRED AUTO– COVERAGE TERRITORY XIX. BODILY INJURYREDEFINED TOINCLUDE RESULTANT MENTAL ANGUISH Business Auto Broadening Endorsement III.AUTOMATIC ADDITIONAL INSURED XIV .WAIV ER OF SUBROGA TION XV II.PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CON TRA CT Insured: Vivid Staging Solutions, Inc & PFL Audio Policy Number: BA040000089319 Policy Term: 6/21/2024 to 6/21/2025 Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Copyright 2017 Me rcury Insura nc e Se rvi c e s ,LLC.All rights res erved. Includes copyrightedmaterial of Insurance Services Office, Inc., with its PermissionMCA85100817-CA P a ge 2 of 6 BUSINESSAUTO COVERAGE FORM I.NEWLYACQUIREDOR FORMED ENTITY(BroadFormNamedInsured) SECTION II - LIABILITYCOVERAGE,A. Coverage,1.WhoIs AnInsured, the following is added: d. Any business entitynewlyacquired or formed by youduring the policy period provided you own 50% or more of the business entityandthe business entityis not separatelyinsured for Business AutoCoverage. Coverageis extendedup toa maximum of180 days following acquisition or formationof the business entity. Coverageunder this provision isaffordedonly until theend of the policy period. Coveragedoes not apply to an “accident”whichoccurred before you acquiredor formed the organization. II. EMPLOYEESAS INSUREDS SECTION II - LIABILITYCOVERAGE,A. Coverage,1.WhoIs An Insured, the following is added: e. Any “employee” of yours isan "insured" while using acovered“auto"you don't own, hire or borrow in your business or your personal affairs. III. AUTOMATICADDITIONALINSURED SECTION II - LIABILITYCOVERAGE,A. Coverage,1.WhoIs An Insured, the following is added: f. Any personor organizationthatyou arerequired toinclude as additional insured on the CoverageForm in awrittencontractor agreement thatissigned and executed byyou before the "bodily injury" or "propertydamage"occurs andthatis ineffect during the policy periodis an "insured"for LiabilityCoverage,butonly for damages to whichthis insurance appliesandonly totheextentthat personor organization qualifies asan"insured" under theWho Is AnInsured provision contained in SectionII. IV. EMPLOYEE HIREDAUTOLIABILITY SECTION II - LIABILITYCOVERAGE, A. Coverage,1.WhoIs An Insured, thefollowing is added: g. An"employee" of yours isan"insured" while operating an "auto" hiredor rented under a contract or agreement in that "employee's" name, withyour permission, while performing duties relatedtothe conduct ofyour business. V. SUPPLEMENTARYPAYMENTS SECTION II –LIABILITYCOVERAGE,A. Coverage,2.CoverageExtensions,a. Supplementary Payments,Subparagraphs (2)and(4) arereplaced by thefollowing: (2) Upto$3,000for cost of bail bonds (including bonds for relatedtraffic law violations) required because of an "accident"wecover. We arenot obligatedto furnish these bonds. (4) All reasonable expenses incurredbythe "insured" atour request, including actualloss of earnings up to$500 adaybecause of time off from work. III.AUTOMATAIC ADDITIONAL INSURED Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Copyright 2017 Me rcury Insura nc e Se rvi c e s , LLC. All rights res erved. Includes copyrighted material of Insurance Services Office, Inc., with its PermissionMCA85100817-CA P a ge 3 of 6 VI. FELLOW EMPLOYEE COVERAGE: SECTION II – LIABILITY COVERAGE, B.Exclusions, 5. Fellow Employee This exclusion does not apply if you have workers’ compensation insurance in-force covering all of your “employees”. Coverage is excess over any other collectible insurance. VII. ADDITIONAL TRANSPORTATION EXPENSE SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. Transportation Expenses, is replaced with the following: We will pay up to $50 per day to a maximum of $1000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy’s expiration, when the covered "auto" is returned to use or we pay for its "loss". If your business shown in the Declarations is other than an auto dealership, we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a stolen covered auto from the place where it is recovered to its usual garaging location. VIII. HIRED AUTO PHYSICAL DAMAGE COVERAGE SECTION III – PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, the following is added: c. If Liability Coverage is provided in this policy on a Symbol 1 or a Symbol 8 basis and Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this coverage form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire, subject to the following limit: (1) The most we will pay for "loss" to any hired "auto" is $50,000 or Actual Cash Value or Cost of Repair, whichever is less (2) $500 deductible will apply to any loss under this coverage extension, except that no deductible shall apply to “loss” caused by fire or lightning Subject to the above limit and deductible we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own of similar size and type. This coverage extension is excess coverage over any other collectible insurance. IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, 3.a., is amended to add the following: This exclusion does not apply to the accidental discharge of an airbag. Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Copyright 2017 Me rcury Insura nc e Se rvi c e s , LLC. All rights res erved. Includes copyrighted material of Insurance Services Office, Inc., with its PermissionMCA85100817-CA P a ge 4 of 6 X. LOAN/LEASE GAP COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE C. Limit of Insurance, the following is added: 4. In the event of a "total loss" to a covered "auto" shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered “auto,” less: a. The amount paid under the Physical Damage Coverage Section of the policy; and b. Any: (1) Overdue lease/loan payments at the time of the “loss”; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage. (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) Carry-over balances from previous loans or leases. The most we will pay under Auto Loan/Lease Gap Coverage for an insured auto is 25% of the actual cash value of that insured auto at the time of the loss. XI. GLASS REPAIR – DEDUCTIBLE WAIVER SECTION III - PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. XII. TWO OR MORE DEDUCTIBLES SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added: If two or more "company" policies or coverage forms apply to the same accident: 1. If the applicable Business Auto deductible is the smallest, it will be waived; or 2. If the applicable Business Auto deductible is not the smallest, it will be reduced by the amount of the smallest deductible; or 3. If the loss involves two or more Business Auto coverage forms or policies the smallest deductible will be waived. For the purpose of this endorsement "company” means the company providing this insurance and any of the affiliated members of the Mercury Insurance Group of companies. XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in SECTION IV, BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit, Or Loss, a., In the event of "accident", you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Copyright 2017 Me rcury Insura nc e Se rvi c e s ,LLC.All rights res erved. Includes copyrightedmaterial of Insurance Services Office, Inc., with its PermissionMCA85100817-CA P a ge 5 of 6 XIV. WAIVEROF SUBROGATION SECTION IV - BUSINESSAUTOCONDITIONS, A.Loss Conditions, 5. Transferof RightsOf Recovery AgainstOthersToUs, sectionis replacedby thefollowing: 5. Transfer OfRightsOf RecoveryAgainstOthers ToUs We waive anyrightof recoverywe mayhave againstanypersonor organizationto the extentrequiredofyou by awrittencontractexecutedprior toany"accident"or "loss", providedthat the"accident"or "loss" arisesout of theoperations contemplated by suchcontract. Thewaiver appliesonly tothe personor organizationdesignatedinsuch contract. XV. UNINTENTIONALERROR,OMISSION,OR FAILURETO DISCLOSEHAZARDS SECTION IV - BUSINESSAUTOCONDITIONS,B.General Conditions, 2. Concealment, Misrepresentation,or Fraud, the following is added: Any unintentional omission of or errorin informationgivenby you, or unintentional failure to disclose all exposures or hazards existing asofthe effective dateor atany timeduring the policy periodshall not invalidateor adverselyaffectthe coveragefor suchexposure or hazardor prejudice your rightsunder this insurance. However, youmust report the undisclosed exposure or hazardtous assoon asreasonablypossible after itsdiscovery. This provision does not affectour rightto collectadditional premium or exercise our right of cancellationor non-renewal. XVI. EMPLOYEE HIREDAUTOPHYSICALDAMAGE SECTION IV – BUSINESSAUTOCONDITIONS, B.General Conditions, 5.Other Insurance,b. For Hired Auto Physical DamageCoverage,isreplacedby thefollowing: b. For Hired AutoPhysical DamageCoverage, thefollowingaredeemed tobe covered "autos"you own: 1. Any covered"auto"you lease,hire,rent or borrow; and 2. Anycovered "auto" hiredor rented byyour "employee" under a contract in that individual "employee's" name, with your permission, while performing dutiesrelatedtothe conduct ofyour business. However, any"auto"thatis leased,hired, rentedor borrowedwith adriver is not a covered "auto". XVII.PRIMARY AND NONCONTRIBUTORYIFREQUIRED BYCONTRACT SECTION IV – BUSINESSAUTOCONDITIONS, B.General Conditions, 5.Other Insurance,the following isadded andsupersedesany provision to the contrary: e. This insurance isprimarytoandwill not seekcontributionfrom anyother insurance availableto anadditional insured under your policy provided that: (1) The additional insured is a Named Insured under suchother insurance; and (2) Youhave agreedinwritingin acontractor agreementthat this insurance would be primaryandwouldnot seek contributionfrom anyother insurance available totheadditional insured. XIV.W AI VER OF S UBROGATAAION XVII.PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076 Copyright 2017 Me rcury Insura nc e Se rvi c e s , LLC. All rights res erved. Includes copyrighted material of Insurance Services Office, Inc., with its PermissionMCA85100817-CA P a ge 6 of 6 XVIII. HIRED AUTO - COVERAGE TERRITORY SECTION IV - BUSINESS AUTO CONDITIONS, B. General Conditions, 7. Policy Period, Coverage Territory, e. Anywhere in the world if:, is replaced by the following: e. Anywhere in the world if: (1) A covered "auto" is leased, hired, rented or borrowed without a driver for a period of 30 days or less; and (2) The "insured’s" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico, or Canada or in a settlement we agree to. XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH SECTION V – DEFINITIONS, C. "Bodily Injury” is amended by adding the following: "Bodily injury" also includes mental anguish but only when the mental anguish arises from other bodily injury, sickness, or disease. Docusign Envelope ID: 2B3D576E-1A90-4819-AB8F-C731872207CCDocusign Envelope ID: 6E832B0A-C22A-4721-9F5C-C293AD6DE2AEDocusign Envelope ID: 432FED2A-F541-4705-84EC-26466F122076