CONTRACT 5385 Vender Agreement CLOSED Agreement No. 5385
Pyro Spectaculars,Inc. City or EI Segundo
P.O.Box 2329 Program B
Rialto,CA 92377 October 7,2017
Tel: 909-355-8120::::Fax:909-355-9813 Page 1 of 4
PRODUCTION AGREEMENT
rp i,illi a ticrrel to as("PYRO"),is ma this
l Segundo,flab rrroaflci r ','017 by and between Pyro Spectaculni^c,Ine.,a Califrimin
Tliir°r,lg'r _ y
corporation,hcieinatf cfer'cd its as("CLIENT'). PYRO and CLIFN'r are sometimes referred to
as"Patty"or collectively as"Parties"herein.
1. Ligg rtiiemcin•CLIENT hereby wigages PYRO to provide to CLIENT one fireworks production("Production'),and PYRO accepts such engagement
upon all of Ilic promises,tenns and conditions hereinafter set forth.Tic Production shall be substantially as outlined in Program"A",attached hereto and
incorporated herein by this reference.
1.1 PYRO Dulles—PYRO shall provide all pyrotechnic equipment,trained pyrotechniciaus,shipping,pyrotechnic products,application for
specific pyrotechnic permits(the cost of which,including standby fees,shall be paid by CLIENT)whiling to Ilia Production,insurance covering ilia
Product ion and the other things on its part to be performed as more specifically sal forth below in this Agreement and in the Scope of Work("Scope of
Work"),attached hereto,incorporated herein by this reference,and made a purl or this Agreement as though set forlb fully herein.
1.2 CLIENT Omics—CLIENT shall provide to PYRO it suitable site("Site')for ilia Production,security Fir the Site as set forth in Paragraph
6 hereof,access to the Site,any permission necessary to utilize the Site for ilia Production,and the other things on its part to be performed as more
specifically set forth below in this Agreement and in Ilse Scope of Work" All Site arrangements are subject to PYRO's rensonablc 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 safely with respect to the public,CLIENT personnel and other contractors.
2. Time mid Prince-The Production shall take place on Within,her 7.211)x1,at approximately 7:30 PM,at 6":I'1°1rgtinl+hr 11101 SrhonL Irhrsk la+li,behind fiagll
lower,El Secunda,CA,Site.
3. Farre".Iriteresi.arud'P'Anegis"4-
3.1 -CLIENT agrees to pay PYRO a fee of S3n.11n0.011 USD 111"11"ll `tY pati)("Fee")for ilia Production.CLIENT
shall pay to PYRO S'A L1110 USD DOt LAIts)of Ilia Fee plus estimated permit and standby fees,specified production costs,and
other regulatory costs approximated at95 5.00 OR an amount to be determined,for a total ori 5 I'P9,;J111•as a deposit("Deposit")upon ilia execution of,his
Agreement by both patties but no later than ticritclgrher 1..21117. Tire balance of the Fee shall be paid no later(lion Orarilicr"1.2017. CLIENT authorizes PYRO
to receive and verify credit and financial information concerning CLIENT from any agency,person or wilily including but not limited to credit reporting agencies.
The"PRICE FIRM"dale,the data by which the executed Agreement must he delivered to Pyro,is set forth in paragraph 20.
32 interest-In the event that Ilse Fee is not paid in n timely manner,CLIENT will be ix-sponsible,I'or ilia payment of 1.5%interest per month
or 18%annually on the unpaid balance. If litigation arises oul of this Agrecnhent,(lie prevailing piny shall be entitled lu ieasunrrble costs incurrtd in connection
with the litigation,including,but not limited to ollomeys'fees.
3.31•:xuc lana -PYRO shall pay all nonnal expenses directly related to the Production including fivighl,insurance its outlined,pyrotechnic
products,pyrotechnic equipment,experienced pyrotechnic personnel to sal up and dischwge the pyrotechnics and diose additional items as outlined as PYRO's
responsibility in the Scope of Work. CLIENT Shull pay all costs rulaled to the Production not supplied by PYRO including,but not limited to,those items
outlined is CLIENT's responsibility in[his Agreement and Scope of Work.
4. Prmirltlari Itights-PYRO represents and warrants that it owns all copyrights,including performance rights,to this Production,except that PYRO
dues not own CLIENT-owned material or Ihinl-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(herefore, CLIENT agrees that PYRO shrill 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-pnrty-owned material and shall
not be responsible in anyway for such material. Irapplicublc,CLIENT consents to the use of CLIENT-owned material and represents that it has or will obtain
any permission from appropriate third patties sufficient to nulliodze public exhibition of any such material in connection with this Production.PYRO reserves the
ownership rights in its trade names(lint are used in or are a product of the Production. Any reproduction by sound,video or other duplication or recording process
without ilia express wrillen permission of PYRO is prohibited.
5. Safety-PYRO and CLIENT shall each comply with applicable federal,state and local laws rind regulations and employ solely programs and measures
consistent with recognized applicable industry standards and practices. Al all limes before and during Ilia Production,it sha11 be within PYRO's sole discretion to
determine whether or not the Production may be safely discharged or conlinurd. II shall not constitute a breach orthis Agreement by PYRO far fireworks to fnil
or malfunction,or for PYRO to determine that the Production cannot be discharged orcontinued as a result of any conditions or circumstances affecting safety
beyond the reasonable control of PYRO.
6. Securi[v-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 ns the arra for ilia set-up and discharge of ilia 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 contiuctohs,providers or vohuntects;the public;areas to which Ilia public or contractors have access;or any other public or contractor
facilities associated with ilia Production.
7. Clennu1r-PYRO shall be responsible for the removal of nil equipment provided by PYRO and clean up of any live pyrotechnic debris inside necessary
by PYRO. CLIENT shot[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.
PS V 1-2c
Agreement No. 5385
Pyro Spectaculars,Inc. City of El Segundo
P.O.Box 2329 Program B
Rialto,CA 92377 October 7,2017
Tel:909-355-8120::::Fax:909-355-9813 Page 2 of 4
8. Pgnrlis-PYRO agrees to apply 11or pennits forthe firing of pyrotechnics only finm Ilse EI Segundo fire Department,FAA.and USCG,if required
CLIENT shall he responsible for any rete associated with these pemtils including standby fees. CLIENT shall be responsible for obtaining any oilier necessary
pennits,paying associated fees,and making other appropriate airangenretts for Police Departments,other Fire Departments,road closures,evenl/aclivity or land
use pennits or any pennission or permit required by any Local,Regional,State nr Federal Government.
9. Insurance-PYRO shall at all limes during the perfomance of services herein ensure that the following insurance is muintaincd in connection with
PYRO's perfennunce 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,pesonul injury,and from cloinas of property damage,which may arise from PYRO's perronnatce of Ibis Agreement,
only. The types and mnounis ufcnvcmge shall be as set forth in the Scope of Work. Such insurance shall not include claims which anise from CLIENT's
negligence or willful conduct or from failure of CLIENT to perform its obligations under this Agreamcnl,uuverage fur 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 cove ige
shall be furnished to CLIENT prior to Ilse rendering of services hereunder and shall include that the following are named as additionally insured:CLIENT;
Sponsors,Landowners,Barge Owners,irany;and Pennitting AuIhoritics,with respect to the operations of PYRO at[he Production. Pyrotechnic subconpactons
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 openations and services.
10, inderrprtl(Icatirrrr-PYRO represents and warn»is that It is capable of furnishing the necessary experience,personnel,equipment,materials,providers,
and expertise to produce the 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 turd all claims,actions,damages,liabilities and expenses,including but not
limited to,atlomcy 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,]told harmless,and defend PYRO from and against arty and all claims,actions,damages,liability:and expenses,including
but not limited to,attorney and other professional fees and court costs in connection will)the loss of life,personal injury,and/or damage to property,arising from
or out of Ilse Production and the presentation thereof to the extent such are occasioned by any act or omission of CLIENT,its officers,agents,contactors,
providers,or emplayces. in no event shall either party be liable for(lie consequential damages of the other party.
11. 'Linritnllon of Danrnvev,len•Orllnnry Ilrearh-Except in the case of bodily injury and property damage as provided in the insurance and
indemnification provisions of Paragraphs 9 and Ifj,above,in the event CLIENT claims that PYRO has breached this Agreement or was othorvise negligent in
performing the Production provided for herein,CLIENT shall not be entitled to claim or recover monetary damaged from PYRO beyond the amount CLIENT has
paid to PYRO under(his 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 hl'aieary-CLIENT agrees to assume the risks orwealhcr,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 an the scheduled date,which may cause[lie cancellation of
any event For which CLIENThas purchased the Production,or which may affect or damage such porion of the exhibits as trust lie placed and exposed a
necessary time bclbre the Pioduclion, II',for any such reason.PYRO is not rcasonnbly able to surely discharge the Production on the scheduled dale,or at the
scheduled time,or should any event Ibr which CLIENT has purchased the Production be canceled as a mull ol'such causes,CLIENT may(i)reschedule the
Production and pay PYRO such sums as pmvided 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. Ntucclrg^rlrnlino 01 Kvomit-If CLIL;Nf elects to reschedule the Produclion,PYRO shall be paid the original Foe 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 fill wi(hin 5
days of mccipl. CLIENT and PYRO Shull agree upon the rescheduled dale taking into consideration availability of pemtils,nuleriahs,equipment,lin sportation
and labor.The Production shall be rescheduled for a date not more than 90 Days subsequent to the date first set for the Production. 'file Production shall not be
rtscheduled to a date,or for an event,llat historically has involved a fireworks production. The Production shall not be rescheduled between June 151h and July
15th unless the original date was July 4111 of that saint:year,or between December 151h and January 151h unless the original dale was December 31st of the earlier
year unless PYRO agrees[hat such rescheduling will not adversely affect nonnal business operations during those periods,
14. t ht'l'o t°angl—CLIENT shall have[he option to unilaterally cancel the Production prior to file scheduled date. If CLIENT exercises this option,
CLIENT agrees to pay to PYRO,as Iiquidaml damages,the following percentages of the Fee as set forth in Paragraph 3.1. 1)50%if eancellalion occurs 30 to 90
days prior to the scheduled da[c,2)75%if minuellation occurs 15 to 29 days prior to the scheduled date,3)I(10%thereafter. In the event CLIENT cancels the
Production,it will be impractical or extremely difficult to fix actual amount of PYRO's damngcs. The foregoing represents a reasmable eslintale of the damages
PYRO will surfer ifCLIENT cancels the Produclion.
15. Nor.Iolnl Venture-It is agreed,nothing in this Agreement or in PYRO's perfunnamce ofthe Prxluclion shall be conslruod as ronning a partnership or
joint venture between CLIENT and PYRO. PYRO shall be and is an independent cunlrrclor with CLIENT and not at employee or CLIENT. The Panics herao
shall be scvcmlly responsible for their own separate debts and obligations and neither Party,shall be held responsible fur any agrecmcnls of obligntions not
expressly provided for herein.
16. Al licobly luau-This Agreement and the rights and obligations of the Proves hereunder shall be construed in accordance with the laws of California.
It is further agreed that the genual Judicial District of San Bernardino County,Califomia,shall be proper venue for any such action.In the even[that the scope of
the Production is reduced by authorities having jurisdiction or by either Party for safety concerns,the full dollar amounts oullined in this Agreement are-
enforceable.
reenforceable.
17. Notices- Any Notice to the Parties pemtiticd or required under this Agreement may be given by nailing such Notice in the United Stales Mail,
postage prepaid,frrsl class,addressed as follows: PYRO—Pyre Speclaeulais,Inc.,P.O.Box 2329,Rialto,Califamia,92377,or for overnight delivery in 3196 N.
Locus[Avenue,Rialto,California 92377. CLIENT -(1yo1"FIit gpnrd'rr dU1 ShOdluo lit 4 ticgun CA 902,134,(d�)xq
PS V 1-2c
Agreement No. 5385
Pyro Spectaculars,Inc. City of EI Segundo
Y.O.Box 2329 Program B
Rialto,CA 92377 October 7,2017
Tel:909-355-8120::::Fax:909-355-9813 Page 3 of
18. Mqlifirnfioii at"feross—All terms of the Agreement arc in writing and may only be modified by wrilten agreement of both Panies hereto. Both
Parties acknowledge they have received a copy of said written Agreement and agree to be bound by said terns of written Agreement only.
17, Severabiliry—If there is more than one CLIENT,they shall he jointly and severally responsible to perform CLIENT's obligations under this
Agreement. This Agreement shall become effective aper it is executed and accepted by CLIENT and ager it is executed oral accepted by PYRO at PYRO's
offices in Rialto,California. This Agreement may be executed in several counterparts,including faxed and emailed copies,each one of which shall be deemed an
original against(lie Party executing same. This Agreement shall be binding upon(lie Partixs hereto and upon their heirs,successors,executors,administralors and
assigns.
20. Price Firm—Ifany changes or alterations are made by CLIENTto this Agreement or if this Agreement is not executed by CLIENT and delivered to
PYRO on or before the PRICE FIRM date shown below,then the price,dale,and scope of the Production are subject to Tevicxv and acceptance by PYRO fora
period or 15 days following delivery to PYRO orIlie executed Agreement. In the event it is not accepted by PYRO,PYRO shall give CLIENT written notice,and
[Itis Agmcment shall be void.
PRICE FIRM through September I,2017
EXECUTED AGREEMENT MUST BE DELIVERED TO PYRO BY THIS DATE.
See PRICE FIRM conditions,paragraph 20,above.
EXECUTED as of the dole first written above: N.
PYRO SPECTACULARS,INC. City or El Segundo
I a general t tv city,
Ry'
d
Its: Prrsidenl
G1. Car enter',City Manager
SHOW PRODUCER:Christupher Sourer
1' rx 1,V�r
� . �' � »,artyClerk...
APPROVED AS TO FORM:
1 l Irk ..). Heilsley,t:ity At lr° ey
PS V 1.2e
Agreement No. 5385
Pyro Spectaculars,Inc. City of El Segundo
P.O.Box 2329 Program B
Rialto,CA 92377 October 7,2017
Tel:909-355-8120::::Fax: 909-355-9813 Page 4 of 4
SCOPE OF WORK
PYRO SPECTACULARS,INC. ("PYRO")
and
City of El Segundo("CLIENT")
Pyro shall provide die following goods and services to CLIENT:
• One Pyro Spectaculars, Inc., Production on 111c,luber 7,2017, at approximately 7:?I'f 111ti at EI Stagj!j ft Illtrlr Sebool.black,
ton behind hell tower,1,1 Seaundo,CA.
• All pyrotechnic equipment,trained pyrotechnicians,shipping,and pyrotechnic product.
• Application for specific pyrotechnic permits relating to the Production.
• Musical soundtrack for the Production supplied in agreed upon format.
• Insurance covering the Production asset forth in the Agreement with the following limits:
dtrva�lrtatc"a�/tc+��Fiety►arcmarrs Limits
clencral Uabilily $1,000,000.00 Combined Single Limit-Each Occurrence
(Bodily Injury&Property Damage)
1 zi iapea Auto Hahnky: $5,000,000.00 Combined Single Limit-Each Occurrence
t:1tiv,,trt1. Nralt-Owned nnal11 red Atims (Bodily Injury&Property Damage)
Workers'CcamiM,lan P.4"11 Statutory
L 11,y hWLUU4Wii!Y $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,stagehands,electricians,audio and fire control monitors,
carpenters,plumbers, clean-up crew. 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.
• A professional grade Audio System including all necessary equipment, installation of such equipment and trained audio
engineers for operation based on audio and communications requirements provided by PYRO.
• 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.
I'S V 1-2e
Agreement No. 5385
Prc)duct S'ynopsts
PYI-ol c Proposal foI'm
ElSegundo Carilitenni'al
Prograrn "B",
I.
00
A ui°sisalI11..l'spl y SIU°sells
♦ 3 inch Sousa Sky ConcertTm Selections 35
Total of A lii°sial Dill+ay Shells 3
Pyi,,,otecll-inic Il",'ievices
i ar'2 L,oq_m PLYnkfiN
♦ Sousa Diamond Line Custom Multishot Device 1800 Shots
♦ Sousa Emerald Line Custom Multishot Device 720 Shots
♦ Sousa Pearl Line Custom Multishot Device 400 Shots
♦ Sousa Pro-formance Mulitshot 400 Shots
♦ Sousa Ruby Line Custom Multishot Device 600 Shots
♦ Sousa Sapphire Line Custom Multishot Device 180 Shots
♦ Sousa Silver Line Custom Multishot Device 200 Shots
Total of Pyrotechrilc Devicies, 4,300
Cu torn llllar of ctus„ed F:ho lism-este Ilf„)yirct des
umtll.
♦ Comet 30 mm Color Changing 30
♦ Comet 44 mm 200
♦ Mine 60 mm 120
"riot i of c,ustioirn IMais°tufactured Piro lis r to 13-yriotechrflics 350
is and Finale
DecriritioA a1:„Iy
♦ 3” Sousa Designer Bombardment Shells 300
Total of Grand t,,,,iriale 300
Grand Total 41,985