RIGGING SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this 21st day of March, 2013 by and between AVOCA
PRODUCTIONS, INC., whose address is 10202 West Washington Blvd., Culver City, CA 90232 and/or its agents
(collectively referred to hereinafter as “Avoca”), and KISH RIGGING, INC., whose address is 5400 Commerce Avenue,
Moorpark, CA 93021 (referred to hereinafter as “Kish Rigging”), according to the terms and conditions set forth below:
I. SCOPE. Avoca hereby engages Kish Rigging and Kish Rigging hereby accepts such engagement to provide Avoca with
the personnel (“Services”) and equipment (including rigging equipment, which is hereinafter referred to as the
“Equipment”) required to execute the rigging for the BREAKTHROUGH '13 (the “Project”) to be held at THE DOLBY
THEATRE (the “Location”). All services shall be provided and all work shall be completed in a workman like manner and
according to standard industry practices.
II. TERM. The term of this Agreement shall begin on or about March 27, 2013 and shall continue until on or about April
8, 2013.
III. COMPENSATION. In full consideration for Kish Rigging’s Services and Equipment provided, Avoca hereby agrees
to pay Kish Rigging the agreed upon fee(s) as set forth in the attached Estimate: Breakthrough Preliminary Rigging Budget
- Revision 1, Dated 03-15-13 (attached hereto as “Exhibit A”). Such payment shall be made as follows: (a) 50% deposit on
or before March 27, 2013 (prior to Equipment leaving Kish Rigging’s warehouse); and (b) remaining balance due upon
complete execution of this Agreement and upon receipt of Kish Rigging’s final verified invoice, which may include
additions and changes to the original estimate, adjustments for actual labor, overtime, and Equipment costs, travel
expenses, graphic reproduction, overnight postage, other normal reimbursable expenses, and charges for missing and/or
damaged Equipment items. Kish Rigging agrees that no charges for additional Equipment will be made without prior
approval of Avoca or its on-site supervisor. Both parties agree that any decision affecting labor hours worked and
consequent additional charges resulting from such decisions will be the responsibility of Avoca’s on-site supervisor. In the
event the Project is cancelled for any reason other than the willful misconduct or gross negligence of Kish Rigging, its
agents or employees, Kish Rigging shall be entitled to compensation for Equipment use, work performed and services
provided up to the point of cancellation, and for labor and resources necessary to recover its Equipment and deliver it to
Kish Rigging’s warehouse.
All sums owed by Avoca under this Agreement which are thirty (30) days overdue shall bear interest at the rate of one and
one-half percent (1.5%) per month (18% per annum). Avoca agrees to pay reasonable outside attorneys’ fees and court
costs arising or relating to collection of any balances which are thirty (30) days or more overdue.
IV. EQUIPMENT USE. At the time of delivery, Kish Rigging will provide Avoca with the Equipment List (draft copy
attached hereto as “Exhibit B”). Avoca agrees to relinquish the Equipment in the same conditions as delivered, reasonable
wear and tear excepted, and will be responsible for all missing and/or damaged Equipment, reasonable wear and tear
excepted, whether by fire, theft, burglary, fraud, disappearance, water or confiscation, or for any reason other than by the
negligence or misconduct of Kish Rigging, its employees, or agents. Once the Project has been completed, Kish Rigging
will promptly perform an inventory of the Equipment to determine the charges for any such missing and/or damaged
Equipment, and that amount will be included on the final invoice to Avoca.
In the event any Equipment is not timely delivered, becomes inoperable or fails to perform as contemplated hereunder
through no fault of Avoca during the term hereof, Avoca shall be entitled to a pro-rata refund of the applicable Equipment
fee.
Kish Rigging Initials: _________
Avoca Initials: _________
Rigging Services Agreement (Rev 08/11-1)
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Except while the Equipment is being operated by Kish Rigging, Avoca shall (i) ensure that the Equipment is used only by
employees and/or agents of Avoca who are duly qualified to use such Equipment; (ii) ensure that Equipment is used in
strict accordance with all applicable laws, according to the Equipment’s prescribed operating procedure and only for the
purpose or production contemplated and set forth in the Agreement; and (iii) keep the Equipment in its (or its Agent’s) sole
custody and control.
Avoca shall keep the Equipment free of all liens, levies and encumbrances related to Avoca’s use or possession, and shall
not assign, transfer or sublet the Equipment or any rights under the Agreement, or pledge, mortgage, or encumber in any
way the Equipment or Kish Rigging’s rights hereunder, and any such assignments transfer, sublease, pledge, mortgage or
encumbrance shall be null and void. The rates for Equipment use herein will not apply to the purchase of any of the
Equipment except as otherwise stated herein.
If Avoca is in default of any material terms of this Agreement and has failed to cure such default after a reasonable
opportunity to do so, Kish Rigging reserves the right, upon prior written notice to Avoca, to enter the premises on which the
Equipment is being utilized, at any time, for the sole purpose of removing its Equipment. Kish Rigging’s right to enter the
premises shall be subject to the permission of Avoca, which shall not be unreasonably withheld, and Kish Rigging shall
accomplish the Equipment removal in a lawful manner. Avoca agrees that any and all reasonable expenses of any nature
incurred by Kish Rigging in recovering the Equipment or collection of moneys due to Kish Rigging will be paid for by
Avoca, its successors or assigns. The provisions of this paragraph shall also apply in the event that Avoca suffers or
initiates any act of insolvency or bankruptcy; or in the event a receiver is appointed to take possession of all of Avoca’s
assets; or in the event a general assignment for the benefit of creditors is made by Avoca; or in the event any legal process
of any kind is taken with regard to any item of Equipment or upon use of Equipment; or in violation of Kish Rigging’s
rights, title and interest in and to the Equipment.
V. EQUIPMENT TRANSPORTATION.
(i) TRANSPORTATION COSTS: Unless Avoca is transporting the Equipment to the Location in their own vehicle or has
hired a third-party carrier to transport the Equipment to the Location, or unless otherwise specified herein, all costs of
shipment to and from the Location shall be Kish Rigging’s responsibility. Avoca shall compensate Kish Rigging for these
services, as provided in Exhibit A.
(ii) RESPONSIBILITY FOR EQUIPMENT DURING TRANSPORT: Unless Avoca is transporting the Equipment to the
Location in their own vehicle or has hired a third-party carrier to transport the Equipment to the Location, or unless
otherwise specified herein, then as between Avoca and Kish Rigging, Kish Rigging shall be responsible for any loss or
damage to the Equipment during shipment and at any time the Equipment is not on the Location property, except loss or
damage caused by the negligence of Avoca, its employees or assigns.
(iii) DELAY OF DELIVERY: If the Equipment is not delivered to the Location at the appointed time and not by the fault
of Kish Rigging or its employees, then Kish Rigging will not be responsible for any damages resulting from any such delay
or failure to deliver the Equipment to the Location.
VI. SUPERVISION AND CONTROL. Kish Rigging agrees that it shall be acting as an independent contractor in
providing its services hereunder. Kish Rigging shall have the sole final decision making power with respect to the
installation and operation of its Equipment, and reserves the right to cancel the installation and/or operation of its
Equipment at any time in the interest of safety, but only after reasonable consultation with Avoca and reasonable attempts
to resolve all safety issues. This cancellation will in no way be considered a breach of this Agreement and Avoca will
remain liable to Kish Rigging under the terms of this Agreement.
Kish Rigging Initials: _________
Avoca Initials: _________
Rigging Services Agreement (Rev 08/11-1)
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VII. INSURANCE. At Avoca’s own cost and expense, Avoca shall secure policies of Commercial General Liability and
Excess / Umbrella Liability insurance (occurrence form) applicable to its acts and omissions, including, without limitation,
the negligence or willful misconduct of Avoca, its employees, agents and/or representatives , with respect to the activities
described herein. The foregoing insurance policies shall have combined limits of no less than Five Million dollars
($5,000,000.00) per occurrence or Five Million dollars ($5,000,000.00) in the aggregate, and shall name Kish Rigging as
additionally insured thereunder. Notice of cancellation shall be in accordance with policy provisions.A certificate of
insurance shall be provided to Kish Rigging prior to Equipment leaving Kish Rigging’s warehouse.
At Avoca’s own cost and expense, Avoca shall also secure and provide property loss/damage insurance in the amount of no
less than Five Hundred Thousand dollars ($500,000.00), naming Kish Rigging as loss payee as their interests may appear.
This coverage is to be written on a replacement cost, all-risk basis. A certificate of insurance shall be provided to Kish
Rigging prior to Equipment leaving Kish Rigging’s warehouse.
Avoca’s payroll service company shall provide Kish Rigging with Evidence of Workers Compensation Insurance
(Statutory Limits).
Kish Rigging will comply with Insurance Requirements as per Exhibit C attached.
Avoca warrants that it shall maintain all insurance policies required by this Section for the duration of this Agreement, and
that it will neither cause any policy to be cancelled, nor permit any policy to lapse during the term of this Agreement.
Avoca further agrees to notify Kish Rigging immediately in the event that any policy limit is reduced during the term of
this Agreement. Lapse or cancellation of the required insurance shall be considered to be a material breach of this
Agreement, and Avoca will remain liable to Kish Rigging under the terms of this Agreement. Kish Rigging shall further be
entitled to terminate this Agreement should Avoca fail to maintain continuity of all insurance policies required by this
Section. Kish Rigging may, at any time during the term of this Agreement, request a renewal certificate of insurance, which
Avoca shall provide within two (2) business days as further evidence of the continuity of its coverage.
Actual losses not covered by insurance as required by this Agreement shall be paid by Avoca, unless such losses, claims or
actions are the result of the willful misconduct and negligence of Kish Rigging, its agents or employees. Neither the failure
by either party to furnish to the other party, nor the failure by either party to obtain from the other party, certificates of
insurance as stipulated in this paragraph shall constitute a waiver of the requirement for such certificates or any other
provision of this Agreement.
VIII. WARRANTIES/INDEMNIFICATION/LIABILITY. Each party hereby warrants and represents that it has the
right, power and capacity to enter into this Agreement and to perform all of the terms hereof, and has not done and shall not
do anything that will impair the other party’s rights hereunder or violate any law or the rights of any person or entity.
Kish Rigging agrees to defend, indemnify and hold harmless Avoca, its parent(s), subsidiaries, licensees, succesors, related
companies and affiliates and their officers, directors, employees, agents, representatives and assigns from and against any
and all liability and damages (including reasonable outside attorneys’ fees) for any and all claims, damages, costs or
judgments for bodily injury/personal injury/death, property losses or property damages brought on behalf of any third party
(including Kish Rigging’s employees) arising from or out of the services rendered hereunder, by any breach or alleged
breach of this Agreement or willful misconduct or negligence of Kish Rigging, its agents and employees. Kish Rigging
shall be solely liable for any contracts made between Kish Rigging and any and all third parties. The amount and type of
insurance coverage requirements in this Agreement will in no way be construed as limiting Kish Rigging’s scope of
indemnification. The provisions of this paragraph shall survive the expiration or sooner termination of this Agreement.
Kish Rigging Initials: _________
Avoca Initials: _________
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Avoca agrees to defend, indemnify and hold harmless Kish Rigging, its affiliates, officers, directors, employees, agents and
assigns from and against any and all liability and damages (including reasonable outside attorneys’ fees and costs) for any
and all claims, damages, costs or judgments for bodily injury/personal injury/death, property losses or property damages
brought on behalf of any third party (including Avoca’s employees) arising from or out of any breach or alleged breach by
Avoca of this Agreement (excluding liability and damages due to the willful misconduct or negligence of Kish Rigging, its
agents and employees). Avoca shall be solely liable for any contracts made between Avoca and any and all third parties.
The amount and type of insurance coverage requirements in this Agreement will in no way be construed as limiting
Avoca’s scope of indemnification. The provisions of this paragraph shall survive the expiration or sooner termination of
this Agreement.
In the interest of safety, Avoca must notify and receive written authorization from Kish Rigging before making any
additions and/or modifications to any part of the Project’s rigging. Kish Rigging is not liable for any damages to or
resulting from any unauthorized additions and/or modifications to the Project’s rigging by Avoca or any third party.
Unauthorized additions and/or modifications shall be considered a breach of contract by Avoca.
If Avoca intends to utilize specialized rigging that involves suspension of people or is used in conjunction with aerial
performances (hereinafter referred to as “FLYING RIGGING” for the purposes of this Agreement), Avoca must contract
directly with a third party vendor for that purpose. Avoca acknowledges that Kish Rigging assumes no responsibility or
liability for any aspect of the FLYING RIGGING and that Kish Rigging does not guaranty nor warranty its equipment for
use for or in conjunction with FLYING RIGGING. Avoca agrees to defend, indemnify, and hold harmless Kish Rigging, its
affiliates, officers, directors, employees, agents and assigns from and against any and all claims, damages, costs or
judgments for bodily injury/personal injury/death, property losses or property damages brought on behalf of any third party
(including Avoca’s employees) arising from or out of the activities described within the scope of this paragraph (excluding
liability and damages due to the willful misconduct or negligence of Kish Rigging, its agents and employees). The
provisions of this paragraph shall survive the expiration or sooner termination of this Agreement.
If the scope of the overall rigging project as defined by Avoca involves the use of specialized or automated rigging that is
provided by a third party vendor in conjunction with the services provided by Kish Rigging, then Avoca must contract
directly with the third party vendor for that purpose. Avoca acknowledges that under those circumstances, Kish Rigging
assumes no responsibility or liability for the procurement or selection of the equipment, inspection of the equipment, nor
installation, use or performance of said equipment. Notwithstanding the foregoing, if any claim of any nature whatsoever
arises out of the performance or non-performance of the specialized or automated rigging equipment and not by the fault of
Kish Rigging, Avoca understands and acknowledges that any claim for damages or compensation must be directly pursued
by Avoca against the appropriate responsible party for any damages resulting from such claim. Avoca agrees to defend,
indemnify and hold harmless Kish Rigging, its affiliates, officers, directors, employees, agents and assigns from and against
any and all liability and damages (including reasonable outside attorneys’ fees and costs) for any and all claims, damages,
costs or judgments for bodily injury/personal injury/death, property losses or property damages brought on behalf of any
third party (including Avoca’s employees) arising from or out of the activities described within the scope of this paragraph
(excluding liability and damages due to the willful misconduct or negligence of Kish Rigging, its agents and employees).
The provisions of this paragraph shall survive the expiration or sooner termination of this Agreement.
IX. LABOR RATES AND OVERTIME POLICY. Daily rate is based on a ten (10) hour day. Time and one-half is
charged after ten (10) working hours. Double-time is charged after twelve (12) working hours. Less than an eight (8) hour
turnaround will result in a time and one-half start rate, followed by double-time after ten (10) hours. All one (1) hour meal
breaks are off the clock. All one-half (1/2) hour or less meal breaks are on the clock.
Holiday start rates are at time and one-half for the first ten (10) hours, double-time thereafter, and are in effect for the
following holidays: New Years Day, Memorial Day, Independence Day (July 4th), Labor Day, Thanksgiving Day, and
Christmas Day.
Notwithstanding the foregoing, labor rates, overtime and holidays for jobs falling under an applicable collective bargaining
or union agreement (if any) shall be governed by the terms of such applicable collective bargaining or union agreement.
Kish Rigging Initials: _________
Avoca Initials: _________
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X. CONFIDENTIALITY AND OWNERSHIP. Neither party shall disclose any Confidential Information, which shall
mean information, whether written or oral, received by a party that relates to the other party and is not generally available to
the public or known in the industry in which the other party is engaged, or which would logically be considered
confidential and/or proprietary, or which would do the other party harm if divulged, or which is marked “Confidential” or
“Proprietary” by the party providing such information. The restrictions set forth in this Paragraph shall not apply with
respect to Confidential Information which (i) is already available to the public; (ii) becomes available to the public through
no fault of either party; (iii) is already known to the receiving party on a non-confidential basis; (iv) becomes available on a
non-confidential basis from a source that is not under an obligation to either party; or (v) is independently developed by the
receiving party without breach of this Agreement.
Each party shall retain the exclusive right, ownership and control of any and all information created by such party in the
course of the Project, including, but not limited to, plans, drawings, blueprints, concepts, engineering work, notes,
memoranda, specifications, designs, writings, software, devices, documents or other materials prepared by such party.
XI. TRAVEL EXPENSES. If applicable to the Project, Avoca shall (i) book and pay for hotel and air travel to and from
the Project Location, unless otherwise arranged in advance; (ii) reimburse Kish Rigging for necessary ground transportation
and parking; (iii) pay a per diem rate of $0 per person, per day, including travel days, unless otherwise agreed in writing.
XII. THIRD-PARTY BENEFICIARIES. This Agreement is intended for the sole and exclusive benefit of Kish Rigging
and Avoca and is not intended to benefit any other third party.
XIII. SEVERABILITY. Each term and provision of this Agreement is severable. If any term or provision of this
Agreement is declared invalid, illegal, or unenforceable, all other terms and provisions of this Agreement shall remain in
full force and effect.
XIV. OBTAINING GOVERNMENT PERMITS, LICENSES, LAWS. Avoca is responsible for obtaining all
government permits and licenses pertaining to the Project and for compliance with all applicable laws & regulations in
connection with the Project. Kish Rigging will obtain any required permits or licenses pertaining to the use or operation of
the Equipment, as stipulated by Avoca and as described in Exhibit A. Notwithstanding the foregoing, if there is a demand
by a government agency to demonstrate compliance with code, regulation or adequacy, Kish Rigging will utilize the
services of a Professional Engineer to satisfy the demand, and will bill Avoca, at cost, for such services. Kish Rigging will
require any such Professional Engineer to maintain insurance and provide insurance certificates and endorsements to Avoca
in accordance with Exhibit C prior to rendering services related to Avoca.
XV. ENTIRE AGREEMENT. This Agreement shall be governed by the laws of the State of California. With respect to
the subject matter hereof, this Agreement and the attached Exhibits A, B and C (collectively, the “Exhibits”) contain the
complete and exclusive statement of the agreement between the parties and supersede all prior agreements and
understandings (whether oral or written) between the parties relating to the subject matter of this Agreement. In the event
any terms and conditions in the Exhibits conflict with those in the Agreement, the terms and conditions in the Agreement
shall control. This Agreement may not be modified or amended except in a writing executed by both parties which refers to
this Agreement.
Kish Rigging Initials: _________
Avoca Initials: _________
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XVI. GENERAL PROVISIONS. Performance of any covenant of either party hereunder may be suspended by such party
to the extent it is delayed, hindered or prevented because of any act of God, war, government regulation or labor dispute. In
the event either party is prevented from performance hereunder due to any of the circumstances set forth in the immediately
preceding sentence, such party may be relieved of performance hereunder without any liability whatsoever to the other
party for any reason, except that (i) Avoca shall be entitled to a pro-rata refund or credit for any Equipment not delivered to
Avoca and/or services and labor not provided by Kish Rigging; (ii) Kish Rigging shall be entitled to compensation for
Equipment use charges and services provided up to the point of cancellation, and for labor and resources necessary to
recover its Equipment and deliver it to Kish Rigging’s warehouse; and (iii) Section VIII of the Agreement shall survive
expiration or termination of the Agreement. Notices hereunder shall be given in writing and mailed by certified mail/return
receipt requested to either party to the address specified herein. The waiver by either party of any breach of any term,
condition or covenant herein shall not be deemed a waiver of any other breach of the same or any other term, condition or
covenant. Section headings herein are for convenience and shall not be deemed to be among the terms, conditions or
covenants herein.
THE PARTIES hereby acknowledge and accept the foregoing terms and conditions by signing below. This
Agreement and each of its terms shall be binding upon the parties hereto and their successors and assigns. The parties have
caused this Agreement to be executed as of the date first written above.
KISH RIGGING, INC.
AVOCA PRODUCTIONS, INC.
I certify that I am authorized to sign on behalf of
Kish Rigging, Inc.
I certify that I am authorized to sign on behalf of
Avoca Productions, Inc.
By:
By:
Name:
Name:
Title:
Title:
Kish Rigging Initials: _________
Avoca Initials: _________
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SCHEDULE OF EXHIBITS
EXHIBIT A
See attached: EXHIBIT A - Estimate dated 03-15-13
EXHIBIT B
Full equipment list will be provided at the time of delivery.
For the sole purpose of referencing its format, see attached draft copy: EXHIBIT B - EQUIPMENT LIST
EXHIBIT C
Insurance Requirement for Independent Contractor
Kish Rigging Initials: _________
Avoca Initials: _________
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