CONTRACT 6303 Vender Agreement CLOSEDAgreement No. 6303
Pyro Spectaculars, Inc. City of El Segundo Parks & Recreation
P.O. Box 2329 Program A, Rev. # 7
Rialto, CA 92377 July 4, 2022
Tel: 909-355-8120 :::: Fax: 909-355-9813 Pace I of
PRODUCTION AGREEMENT
(Special)
This agreement ("Agreement") is made this 10 day of March . 2022 by and between Pyro Spectaculars, Inc., a California
corporation, hereinafter referred to as ("PYRO"), and City of El Segundo Parks & Recreation, hereinafter referred to as ("CLIENT"). PYRO and CLIENT
are sometimes referred to as "Party" or collectively as "Parties" herein.
I. Ern xa enter - CLIENT hereby engages PYRO to provide to CLIENT one fireworks production ("Production"), and PYRO accepts such engagement
upon all of the promises, terms and conditions hereinafter set forth. The Production shall be substantially as outlined in Program "A", attached hereto and
incorporated herein by this reference.
I.l PYRO Dutles - PYRO shall provide all pyrotechnic equipment, trained pyrotechnicians, shipping, pyrotechnic products, application for
specific pyrotechnic permits (the cost of which, including standby fees, shall be paid by CLIENT) relating to the Production, insurance covering the
Production and the other things on its part to be performed, including preproduction services, as more specifically set Forth below in this Agreement
and in the Scope of Work ("Scope of Work"), attached hereto, incorporated herein by this reference, and made a part of this Agreement as though set
forth fully herein.
1.2 ('LI iN Duty s - CLIENT shall provide to PYRO a suitable site ("Site") for the Production, security for the Site as set forth in Paragraph
6 hereof, access to the Site, any permission necessary to utilize the Site for the Production, and the other things on its part to be performed as more
specifically set forth below in this Agreement and in the Scope of Work. All Site arrangements are subject to PYRO's reasonable approval as to
pyrotechnic safety, suitability, and seeufity. All otheT conditions of the Site shall be the responsibility of CLIENT, including, but not limited to,
access, use, control, parking and general safety with respect to the public, CLIENT personnel and other contractors.
2. 11 me and Place -The Production shall take place on ,Iullv�, at approximately -00 PAI., at F.1 Segundo ltcerentlon Purk'rennis Cour
401 Sheldon M., F1 Scaund'To, _CA, Site.
3. Fees. lnivr"t. mind
3-1 fSe - CLIENT agrees to pay PYRO a fee of S211750 00 USD l-VVE;h v-ticarl°Tl'101;1SANO S!EYKN 11UNI)I3'ED FIFTY
DOLLAR("Fee") for the Production. CLIENT shall pay to PYRO an initial payment ("Initial Payment') equal to 50 % of the Production Fee S14 'T:S,00
USD (Ftl TEEM TI1 I1S 1 . 111INgagn scVL1"r""1-V-FIVF 001.1 1 ") plus estimated permit and standby fees, and other regulatory costs
approximated at $00.00 OR an amount to be determined, for a total of 14,' 7+ 0 ,, upon the execution of this Agreement by both parties but no later than
ltfurclt 25.2021 The Initial Payment is a partial payment toward the preproduction services and costs set forth in the Scope of Work ("Preproduction Services
and Costs".) The balance of the Foe shall be paid no Inter than July 5.202I. CLIENT authorizes PYRO to receive and verify credit and financial information
concerning CLIENT from any agency, person or entity including but not limited to credit reporting agencies. The "PRICE FIRM" date, the dote by which the
executed Agreement must be delivered to Pyro, is set forth in paragraph 20.
3.2 Interest - In the event that the Fee is not paid in a timely manner, CLIENT will be responsible for the payment of the maximum interest
permitted by law on the unpaid balance. If litigation arises out of this Agreement, the prevailing party shall be entitled to reasonable costs incurred in connection
with the litigation, including, but not limited to attorneys' fees.
3.3 E:xracnxes - PYRO shall pay all normal expenses directly dated to the Production including fteight, insurance as outlined, pyrotechnic
products, pyrotechnic equipment, experienced pyrotechnic personnel to set up and discharge the pyrotechnics and those additional items as outlined as PYRO's
responsibility in the Scope of Work. CLIENT shall pay all costs related to the Production not supplied by PYRO including, but not limited to, those items
outlined as CLIENT's responsibility in this Agreement and Scope of Work.
4. trol2delary Right - PYRO represents end warrants that it owns all copyrights, including performance rights, to this Production, except that PYRO
does not own CLIENT -owned material or third -party -owned material that has been included in the Production, and as to such CLIENT -owned and third -party -
owned material, CLIENT assumes full responsibility therefore. CLIENT agrees that PYRO shall retain ownership of, and all copyrights and other rights to, the
Production, except that PYRO shall not acquire or retain any ownership or other rights in or to CLIENT -owned material and third -party -owned material and
shall not be responsible in anyway for such material, If applicable, CLIENT consents to the use of CLIENT -owned material and represents that it has or will
obtain any permission from appropriate third parties sufficient to authorize public exhibition of any such material in connection with this Production. PYRO
reserves the ownership rights in its trade names that amused in or area product of the Production. Any reproduction by sound, video or other duplication or
recording process without the express written permission of PYRO is prohibited.
5. Safety - PYRO and CLIENT shall each comply with applicable federal, state and local laws and regulations and employ safety programs and
measures consistent with recognized applicable industry standards and practices. At all times before and during the Production, it shall he within PYRO's sole
discretion to determine whether or not the Production may be safely discharged or continued, except that Fire Department and Police Department officials may
determine that the conditions are not safe enough to continue with the Production. It shall not constitute a breach of this Agreement by PYRO for fireworks to
fail or malfunction, or for PYRO or fire or police otTciats to determine that the Production cannot be discharged or continued as a result of any conditions or
circumstances affecting safety beyond the reasonable control of PYRO.
6. Securi , - CLIENT shall provide adequate security personnel, barricades, and Police Department services as may be necessary to preclude
individuals other than those authorized by PYRO from entering an area to be designated by PYRO as the area for the set-up and discharge of the Production,
including a fallout area satisfactory to PYRO where the pyrotechnics may safely rise and any debris may safely fall. PYRO shall have no responsibility for
monitoring or controlling CLIENT's other contractors, providers or volunteers; the public; areas to which the public or contractors have access; or any other
public or contractor facilities associated with the Production.
7, Ctearigis - PYRO shall be responsible for the removal of all equipment provided by PYRO and clean-up of any live pyrotechnic debris made
necessary by PYRO. CLIENT shall be responsible for any other clean-up which may be required of the Production or set-up, discharge and fallout areas
including any environmental clean-up.
PSI V-2021-2
Agreement No. 6303
Pyro Spectaculars, Inc.
P.O. Box 2329
Rialto, CA 92377
Tel: 909-355-8120 :::: Fax: 909-355-9813
City of El Segundo Parks & Recreation
Program A, Rev. # 7
July 4, 2022
Page 2 of 4
ll. permit a - VyRoogwcs lib aapply list perruits liar the firing orpyrotechmcsonly from the El Segundo Dire Depnrinacitt, FAA, grad (ISCG, if required.
Cl J I N C shall be tcspota fl lc for any fees awsocasucd with dices: pvrtnits including standby fees. CLIENT shall tic resporisibtc for obtaining any other necessary
peranits, paying associarcd fees, and making ollwr appropriaic aurnngemckus rapt Pirlice Dclnartarucnm other Fire Dcpansucrns, road closures, evenVactivity or hmd
uxc pennns s)r auyr pr:nauissiva awr pcnikil requital by any LoeaL Regional. State rtr federal Govcnimcm.
9. taasur,anre - PYRO shall at all limes during the performance or services herein ensure that the following insurance is maintained in connection with
PYRO's perforinwicc orthis Agrecinenu (1) comntcrci;d general hahilily insurnnce, including products, completed operations, and contractual liability under
this Agrccntcnl� (2) aulomobilc liability insurancc„ (3) workers" coilipcnsuiion Insurance and employer liability insutaatcc. Such irasurancxr is to protect CLIENT
from claims for bodily hijury, including death, personal injury, and from claims o(I roperty damage, which may arisc from I'YRO"s Wilormarsoc ofthis
Agreement, only. The types and amounts ofcoveragc sit oil I be as set forth in the Scope of Work. Such insurance shall not include claims which arise hom
CLl1a'.NT s negligence or willful conduct or from failury ofCLIENT to perform its obligations under this Agreement, coverage for which shall be provided by
CLIIwK
The coverage of these policies shall be subject to reasonable inspection by CLIENT. Certificates or lissumace evidencing floc required general liability coverage
shall be furnished to CLIENT prior to the rendering of'services hereunder and shall include that die following, are named as additionally insured: CLIENT:
Sponsors. Undownurs, Barge Owners, if any; and Pcctttitting Authorities, with respect to the operations of PYRO at the Production. Pyrotechnic subcontractors
or providers, if any, not covered under policies of insurance required hereby, shall secure, maintain and provide, their own insurance cmoragc: with respect to
their respective operations trued services.
10. iaTlerturrificotien - PYRO represents and warrants that it is capable of furnishing the necessary experience, personnel, equipment, materials,
providers, and expertise to produce die Prodocrion in a sufc raid professional marmcr. Notwithstanding anything to this. Agreement to the contrary, PYRO shill$
indantuiry, hold harmless, mad defend CLlEN'fand the additional insureds from and against any ,and all cloinxs, actions, daruagcs, liabilities and expenses,
including but not limited to, attorney and other professional fees and court costs, in connection with the toss of hrc, personal injury, audlor dantuge to property,
arising from or out of the Production and the presentation thereof to the extent such are occasioned by any act or omission or PYRO, their officers, agents,
contractors, providers. or employes. CLIENT shall indemnify. hold harmless, and dcl4nd PYRO front and against any and all clahaus, actions„ damages.
liability and expenses, including but not limited to, attorney and other professional fees and corerl costs in connection with sbc loss ofsirc, personal injury, andtor
dumage to property. arising from or out of the Production and ate presentation thereof to the extent such are occasioned by any act or omission of CLIENT, its
officers, agents, contractors, providers, or employees. In no event shall either party be liable for the consequential damages of the other party.
11. i ` a ship of llapna cs fur Ordfn r ' flrench - Except in the case of bodily injury and property damage as provided in the 'insurance and
indemnification provisions or Paragraphs 9 mid 10, above. in the event CLIENT claims that PYRO has breached this Agreement or was; otherwise ncgligcrat in
performing the Production provided for herein, CLIENT shall not be entitled to chum or rtcovcr monetary damages from PYRO beyond the amount. CLIENT
has paid to PYRO under this Agreement, and shall not be entitled to claim or recover any consequential damages from PYRO including, without limitation,
damages for loss of income, business or profits.
12. 1Wasrce luinicurt -CLIENT agracs to assume the risks of weather, strike, cavil unrest,„ terrorism, miliinry action, governmental action, and any other
causes beyond the control of PYRO which may prevent the Production from being safely 0wh,ar'ged on the scheduled diuc,, which may cause the cancellation of
any event for which CLIENT has purchased the Production, or which may affect or damage such portion of she exhibits as must be placed and exposed a
necessary time before the Production. If, for arty such reason. PYRO is not reasonably able to safely discharge the Production on the scheduled date, or at the
scheduled time, or should any event for which CLIENT has purchased the Production be canceled as a result of such causes, CLIENT may (i) reschedule the
Production and pay PYRO such sums as provided in Paragraph 13, or (it) cancel the Production and pay PYRO such sums as provided in Paragraph 14, based
upon when the ['reduction is canceled.
13. � eschedulinst Of L'vJnl - I l CLII N'T OWS to reschedule like Production„ PYRO shall be paid the original 'fee plus all additional cxpeases made
necessary by rescheduling plus a 13% service fec on such additional expenses. Said expenses will be invoiced separately and payment will be duc in full within
5 days orreccipl. WENT and PYRO shall agree upon the rescheduled date thing into consideration availability of -periods, matcrials, cquipmot,
ttmssponution and labor. The Production shall be rescheduled rot a date not more than 90 Days subsequent to the date first set for the Producijon, The
Production shall' not be rescheduled to a date, of rot tin event, etas historically has involved a fireworks production. The Production shall not be rescheduled
between June I5dt amid Jelly l5th unless the original date was July 4th ofihat same year, or bctwccn December 15th and January 15th unless the original date was
December 31st ofthe earlier year unless PYRO agrees that such rescheduling will not adversely affect normal business operations during those periods.
m Rlaltt Lo Cnruccl C1.1EN'r shrill have site option it) unilaicrally cancel the Production prior to the scheduled date. If CLIENT exercises ibis option,
CLII'.rNT agrees to pay to PYRO, as liquidated damages, site following percemages ofthe Pce as set forth in Paragraph 3,1. I) 50" i it canca llatirrrt oecatrs 30 ar
more days prior to the scheduled date, 2) 75% if cassccliallon occurs 15 to 29 days prior to the scheduled date. 3) 100% thereafter. In the even[ CLIENT cancels
the Production, it will be impractical or oxlrcrucly difficult to fix actual !amount ofPYRO's damages. The foregoing represents a reasonable estimate of tiro
damages PYRO will suffer if CLiE,NT cancels the Production.
15. rt J alill Veil sore - It is agreed, nothing in this Agreement or in PYRO's performance of the Production shall be construed as forming a partnership
or joint vctuurr between CLIENT and PYRO. PYRO shall be and is an independent coniraclorwith CLIENT and not an employee of CLIENT. The Parties
hereto shall be severally responsible lot their own separate debts and obligations and neither Party shall be held responsible for any agreements or obligations not
expressly provided for Is
16. a 'lleabi - This Agreement and the rights and obligations ollhc Parties bereundcr shall be eonsinn:d in accordance with the laws of
California. 11 is further agreed that the Ccmral Judicial District orSan Bernardino County, California, shall be proper venue for arty such action In the event that
the scope of the Production is reduced by authorities having jurisdiction or by either Party for safety concerns, the full dollar amounts outlined in this Agreement
are enforceable.
17„ NoflSgo » Any Notice to tlic Panties permitted or required under this Agreement niny be given by mailing such Notice in the: united States Mail,
Postage prcirald, first class, addressed as follows: PYRO.- fro Spectaculars, lac., P.O. Mort 2329, Rialto, California, 92377. or for overnight delivery to 3196
N. Locust Avenue, Rialto. California 92377, CLIEN"r r ptgj pJgar gt p ry»aw ra 6t insS st :15^ in,'sn 90 ,1 dN
PSI V-2021-2
Agreement No. 6303
Pyro Spectaculars, Inc. City of El Segundo Parks & Recreation
P.O. Box 2329 Program A, Rev. # 7
Rialto, CA 92377 July 4, 2022
Tel: 909-355-8120 :::: Fax: 909-355-9813 Paoe 3 oF4
18. �Nindlfiemion of3'erms - All terms of the Agreement arc in writing and may only be modified by written agreement of both Parties hereto. Both
Parties acknowledge they have received a copy of said written Agreement and agree to be bound by said terms orwritten Agreement only.
19. Severabilily -If there is more than one CLIENT, they shall be jointly and severally responsible to perform CLIENT's obligations under this
Agreement, This Agreement shall become effective after it is executed and accepted by CLIENT and after it is executed and accepted by PYRO at PYRO's
oflices in Rialto, California. This Agreement may be executed in several counietPttris, including faxed and entailed copies, each one of which shall be deemed
an original against the Party executing same. This Agreement shall be binding upon the Parties hereto and upon their heirs, successors, executors, administrators
and assigns.
20. Price Firm - If any changes or alterations arc made by CLIENT to this Agreement or if This Agreement is not executed by CLIENT and delivered to
PYRO on or before the PRICE FIRM date shown below, or if the Initial Payment is not paid on or bclbrc the due date, then the price, date, and scope of the
Production arc subject to review and acceptance by PYRO for a period of 15 days following delivery to PYRO of the executed Agreement. In the event it is not
accepted by PYRO. PYRO shall give CLIENT written notice. and this Agreement shall be void.
PRICE FIRM through March 25, 2022
EXECUTED AGREEMENT MUST BE DELIVERED TO PYRO BY THIS DATE.
See PRICE FIRM conditions, paragraph 20, above.
EXECUTED as of the date first written above:
PYRO SPECTACULARS, INC.
.X
`lamas R. Souza
President
Date: e12
INSURANCE REVIEW:
Hank Lu,
Risk Manager
SHOW PRODUCER: Christopher Souza
PSI V-2021 2
CITY OF EL SEGUNDO,
A ne a Law City
By:
Darrel George
Interim City Manager
Date: 22 - ._ —1. I
ATTEST:
T`iacy Weaver
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY. CITY ATTORNEY
dk�_iM
7�D.p
Vazquez
City Attorney
Agreement No. 6303
Pyro Spectaculars, Inc.
P.O. Box 2329
Rialto, CA 92377
Tel: 909-355-8120 :::: Fax: 909-355-9813
City of El Segundo Parks & Recreation
Program A, Rev. # 7
July 4, 2022
Page 4 of 4
SCOPE OF WORK
PYRO SPECTACULARS, INC. ("PYRO")
and
City of El Segundo Parks & Recreation ("CLIENT")
Pyro shall provide the following goods and services to CLIENT:
• One (1) Pyro Spectaculars, Inc., Production on July 4, 2022, at approximately 9: 0 P;M. at El Segundo Recreation Park
Tennis Courts 401 Sheldon St. El Sc undo CA.
• All pyrotechnic equipment, trained pyrotechnicians, shipping, and pyrotechnic product.
• Preproduction Services and Costs for the Production, including advance acquisition of materials and products; design,
engineering, programming, handling, staging, storage, and maintenance of products, props, and systems; preparation of drawings,
diagrams, listings, schedules, inventory controls, choreography, and computer code; picking, packing, labeling, staging, and
loading of equipment, materials, and systems; transportation, and logistics and crew scheduling and support; explosive storage
magazines with legally mandated distances, surfaces, security, housekeeping, and access controls; and necessary and appropriate
vehicles, including legally mandated insurance, including MCS90 explosives transportation coverage, parking, security, and
maintenance.
• Application for specific pyrotechnic permits relating to the Production.
• Insurance covering the Production as set forth in the Agreement with the following limits:
Insurance Requirvinents Limits
Comntgrcial General Liability $5,000,000.00 Combined Single Limit- Each Occurrence
(Bodily Injury & Property Damage)
Business Auto 1,isbility- $5,000,000.00 Combined Single Limit- Each Occurrence
Owned on-Osvned and Hired Autos (Bodily Injury & Property Damage)
Workers' Compensation Statutory Waiver of Subrogation shall apply
EImpl er [Jability $1,000,000 Per Occurrence
CLIENT shall provide to PYRO the following goods and services:
• All on -site labor costs, if any, not provided or performed by PYRO personnel including, but not limited to, local union
requirements, all Site security, Police and Fire Dept. standby personnel. All these additional personnel and services shall be fully
insured and the sole responsibility of CLIENT.
• Coordination and any applicable non -pyrotechnic permitting with the local, state or federal government that may hold
authority within the Production.
• Costs of all permits required for the presentation of the Production and the event as a whole.
• Provision of a Safety Zone in accordance with applicable standards and all requirements of the authorities having jurisdiction
throughout the entire time that the pyrotechnics are at the Site or the load site (if different) on the date of the Production and all
set-up and load -out dates, including water security to keep unauthorized people, boats, etc. from entering the Safety Zone.
• General Services including, but not limited to, Site and audience security, fencing, adequate work light, dumpster
accessibility, a secure office for PYRO personnel within the venue, secure parking for PYRO vehicles, access to washrooms,
tents, equipment storage, hazmat storage, electrical power, fire suppression equipment, access to worksites, necessary
credentialing, etc., will be required as necessary.
PSI V-2021-2