CONTRACT 5318 Vender Agreement CLOSED Agreement No. 5318
Pyro Spectaculars,Inc, City of El Segundo Parks&Recreation
P.O.Box 2329 Program A,Rev.#3
Rialto,CA 92377 July 4,2017
Tel:909-355-8120::::Pax:909-355-9813 fags I of
PRODUCTION AGREEMENT
(Special)
This agreement("Agreement'is made this `--' day of ,2017 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 arc
sometimes referred to as"Party"or collectively as"Parties"herein.
I. Emmacment-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.
1.1 PYRO Duties—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 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 CH FN'('nulies—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 security.All other 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. lime and Place-The Production shall take place on.Inh 4.2017,at approximately 9:00 P.M. at F;1,14wandu Itecreatlun Park° coals Coarla,401
Sheldon St...F:I Segundo,CA,Site.
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3.1 Fee-CLIENT agrees to pay PYRO a fee of$26,000.00 USD("1"1"t°F:,NT%,SIX TII01IS�1Nn lt()Ll.,}It�41("Fee')for the Production.
CLIENT shall pay to PYRO$13.001).1N1 USD("I'I lIR"1'I;FN'1'1 NOt ISd%iNI)l)t "tN
)1.1. %)of the Fee plus estimated permit and standby fees,spcciGed production
costs,and other regulatory c osis approximated al iiii6R an amount to be determined,for a total of$13,000.00,as a deposit("Deposit")upon the execution
of this Agreement by both parties but no later than Anail 4,2017. The balance of the Fee shall be paid no later than JuIv 5.2017. 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 dale by which the executed Agreement must be delivered to Pyro,is set forth in paragraph 20.
3.2 Intense-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 Fxncoses—PYRO shall pay all normal expenses directly related to the Production including freight,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 lo,those items
outlined as CLIENT's responsibility in this Agreement and Scope of Work.
4. Progr iclanv Itiehls-PYRO represents and 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 es 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 any way 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 are used in or are a product of the Production. Any reproduction by sound,video or other duplication or recording process
without the express written permission ofPYRO 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 be within PYRO's sole discretion to
determine whether or not the Production may be sorely discharged or continued,except that Fire Department and Police Department officials may determine that
the conditions arc 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 officials to determine that the Production cannot be discharged or continued as a result of any conditions or
circumstances affecting safety beyond the reasoonable control of PYRO.
6. Security-CLIENT shall provide adequate security pcmnnel,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
falkwt area satisfactory to PYRO where The pyrotechnics may safdy 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. Cleanup-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 scl-up,discharge and fallout areas including any
environmental clean-up.
PS V 1.2e
Agreement No. 5318
Pyro Spectaculars,Inc. City of El Segundo Parks&Recreation
P.O.Box 2329 Program A,Rev.#3
Rialto,CA 92377 July 4,2017
Tel:9D9-355-8120::::Fax:909-355-9813 Page 2 of el
8. Permits-PYRO agrees to apply for permits for the firing of pyrotechnics only from the El Segundo Fire Department,FAA,and USCG,if required,
CLIENT shall be responsible for any fees associated with these permits including standby fees. CLIENT shall be responsible for obtaining any other necessary
permits,paying associated fees,and making other appropriate arrangements for Police Departments,other Fire Departments,road closures,event/acliviry or land
use permits or any permission or permit required by any Local,Regional,State or Federal Government.
9. Insurance-PYRO shall at all limes during the performance of services herein ensure that the following insurance is maintained in connection with
PYRO's performance of this Agreement:(1)commercial general liability insurance,including products,completed operations,and contractual liability under this
Agreement;(2)automobile liability insurance,(3)workers'compensation insurance and employer liability insurance. Such insurance is to protect CLIENT from
claims for bodily injury,including death,personal injury,and from claims of property damage,which may arise from PYRO's performance of this Agreement,
only, The types and amounts of coverage shall be asset forth in the Scope of Work. Such insurance shall not include claims which arise from CLIENT's
negligence or willful conduct or from failure of CLIENT to perform its obligations under this Agreement,coverage for which shall be provided by CLIENT.
The coverage of these policies shall be subject to reasonable inspection by CLIENT. Certificates of Insurance evidencing the required general liability coverage
shall be ftimished to CLIENT prior to the rendering of services hereunder and shall include that the following are named as additionally insured:CLIENT;
Sponsors,Landowners,Barge Owners,if any;and Permitting Authorities,with respect to d►c 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 coverage with respect to their
respective oN-rations and services.
10. Indemnifientinn-PYRO represents and warrants that it is capable of furnishing the necessary experience,personnel,equipment,materials,providers,
and expertise to produce llle Production in a safe and professional manner, Notwithstanding anything in this Agreement to the contrary,PYRO shall indemnify,
hold harmless,and defend CLIENT and the additional insureds from and against any and all claims,actions,damages,liabilities and expenses,including but not
limited to,attorney and other professional fees and court costs,in connection with the loss of life,personal injury,and/or damage to property,arising from or out
of the Production and the presentation thereof to the extent such are occasioned by any act or omission of PYRO,their officers,agents,contractors,providers,or
employees. CLIENT shall indemnify,hold harmless,and defend PYRO from and against any and all claims,actions,damages,liability and expenses,including
but not limited to,attorney and other professional fees and court costs in connection with the loss of life,personal injury,and/or damage to property,arising from
or out of the Production and the 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.
1. Liruilatioo of W.111aaes for Ordinary I'lrench-Except in the case of bodily injury and property damage as provided in the insurance and
indemnification provisions of Paragraphs 9 and 10,above,in the event CLIENT claims that PYRO has breached this Agreement or wus otherwise negligent in
performing the Production provided for herein,CLIENT shall not be entitled to claim or recover 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. Force Maicure-CLIENT agrees to assume the risks of weather,strike,civil unrest,terrorism,military action,governmental action,and any other
causes beyond the control of PYRO which may prevent the Production from being safely discharged on the scheduled date,which may cause the cancellation of
any event for which CLIENT has purchased the Production,or which may affect or damage such portion of the exhibits as must be placed and exposed a
necessary time before the Production. If,for any such reason,PYRO is not reasonably able to safely discharge the Production on the scheduled date,or at die
scheduled lime,or should any event for which CLIENT has purchased[tie 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(ii)cancel the Production and pay PYRO such sums as provided in Paragraph 14,based
upon when the Production is canceled.
13. Rest•htdollna elf I^:vrot-If CLIENT elects to reschedule One Production,PYRO shall be paid the original Fee plus all additional expenses made
necessary by rescheduling plus a 15%service fee on such additional expenses. Said expenses will be invoiced separately and payment will be due in full within 5
days of receipt. CLIENT and PYRO shall agree upon the rescheduled dale taking into consideration availability of permits,materials,equipment,transportation
and labor.The Production shall be rescheduled for a date not more[ban 90 Days subsequent to the dale first set for the Production. The Production shall not be
rescheduled to a dale,or for an event,[hat historically has involved a lireworks produclion, The Production shall not be rescheduled between June 151h and July
15th unless the original date was July 41h of that same year,or between December 1 5th and January I Sth unless the original date was December 31 st of the earlier
year unless PYRO agrees that such rescheduling will not adversely affect normal business operations during those periods.
14, Rip lit To Cancel—CLIENT shall have The option to unilaterally cancel the Production prior to the scheduled date. If CLIENT exercises this option,
CLIENT agrees to pay to PYRO,as liquidated damages,the following percentages of the Fee asset forth in Paragraph 3.1. 1)50%if cancellation occurs 30 to 90
days prior to the scheduled date,2)75%if cancellation occurs 15 to 29 days prior to the scheduled dale,3)100%thereafter. In the event CLIENT cancels the
Production,it will be impractical or extremely difficult to fix actual amount of PYRO's damages. The foregoing represents a reasonable estimate of the damages
PYRO will suffer if CLIENT cancels the Production
15, 'Dill.front'Vyin -1t is agreed,nothing in this Agreement or in PYRO's performance of the Production shall be construed as forming a partnership or
joint venture between CLIENT and PYRO. PYRO shall be and is an independent contractor with CLIENT and not an employee of CLIENT. The Parties hereto
shall be severally responsible for their own separate debts and obligations and neither Party shall be held responsible for any agreement.%or obligations not
expressly provided for herein.
16. AgiMieshlc I,aw-This Agreement and the rights and obligations of the Parties hereunder shall be construed in accordance with the laws of California
It is further agreed that the Central Judicial District of San Bernardino County,California,shall be proper venue for any such action.In the event that the scope of
the Production is reduced by authorities having jurisdiction or by tither Party for safely concerns,the full dollar amounts outlined in this Agreement are
enforceable.
17. Naices- Any Notice to the Panics permitted or required under this Agreement may be given by mailing such Notice in the United Steles Mail,
postage prepaid,first class,addressed as follows: PYRO—Pyro Spectaculars,Inc„P.O.Box 2329,Rialto,California,92377,or for overnight delivery to 3196 N.
Locust Avenue,Rialto,Califomia 92377. CLIP.NT— Iy irf Ul'Scetuido Parks. kq
PS V 1.2e
Agreement No. 5318
Pyro Spectaculars,Inc. City of El Segundo Parks&Recreation
P.O.Box 2329 Program A,Rev.#3
Rialto,CA 92377 July 4,2017
Tel:909-355-8120::::Fax:909-355-9813 Page 3 0 1'4
18. Modificalion of Terms—All terms of the Agreement are 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 of written Agreement only.
19. Severnhillly—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
offices in Rialto,Califomia. This Agreement may be executed in several counterparts,including faxed and cmailcd copies,each one of which shall be deemed an
original against the Party executing same. This Agreement shall be binding upon die Parties hereto and upon their heirs,successors,executors,administrators and
assigns.
20. Price Firm—If any changes or alterations are 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 dale shown below,then the price,date,and scope of the Production are 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 April A,2017
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. CITY OF EL " UND
w A General 1, v "lty
J ._
lly� i amcs R.Sou•— _�*� .,x By:e• g ...,.,.
1 , „ ....... — .
..._. 1 arpanter
President y Manager
ATTEST: uF
Thy., c -er r
City Clerk
APPROVED AS TO FORM:
MARK D.HENSLEY,CITY ATTORNEY
B VJ � w for
Karl H,Berger 6"1
Assistant City A@lorney
SHOW PRODUCER:ChristopherSouze
PS V 1-2c
Agreement No. 5318
Product Synopsis * Pyrotechnic Proposal
City of' El Segi,lindo Parks and Recreation
PROGRAM A — July I
$26pOOO.00
Opening Barrage
Descrig!ign Puantftv
♦ Souza Salutes 100
To'tal Opening Barrage 100
in Body-Aerial Shells
Description QuantftV
♦ 3" Souza Designer Selections 200
♦ 4" Souza Designer Selections 180
Total of Main Body-Aerial Shells 380
Pyrotechnic Devices
Descri,qtLion Oijantitv
♦ Sousa Platinum Line Custom Multishot Device 500 Shots
♦ Sousa Emerald Line Custom Multishot Device 235 Shots
Total of Pyrotechnic Device 735
Low-Level Pyrotechnic Devices
DesqE!qjj2q Quantity
♦ .5" Red, White, Blue Roman Candle Batten 450
Total of Low-Level Pyrotechnic Devices 450
Grand Finale
Desc tiol n QuantiR
♦ 2.5" Souza Designer Bombardment Shells 90
♦ 3" Souza Designer Bombardment Shells 50
♦ 4",Souza Designer Bombardment Shells 45
Total of Grand Finale 185
Centennial Grand Finale
Description, Quantity
♦ 2" Souza Designer Bombardment Shells 100
♦ 2.5" Souza Designer Bombardment Shells 180
♦ 3" Souza Designer Bombardment Shells 60
4 4" Souza Designer Bombardment Shells 60
Total of Centennial Grand Finale 400
Grand Total 2,250