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CONTRACT 5505 Vender Agreement CLOSED Agreement No. 5505 Pyro Spectaculars,Inc. City of EI Segundo Parks&Recreation P.O.Box 2329 Program B,Rev.113 Rialto,CA 92377 ,lily 4,2018 Tel:909-355-8120::::Fax:909-355-9813 1'a-C I nf4 PRODUCTION AGREEMENT 6 ("Agreement")� O 1Spc� This agreementis made this 10 day cit tai°all tmet,m ccpu I`yrua Spectaculars,Inc.,a California corporation,hereinafter referred to as("PYRO"),and City of EI, gtrnttrr I:,rNts a Iteerealion,hereinoftvr r6errctl to as("CLIENT"), PYRO and CLIENT are sometimes referred to as"Party"or collectively as"Parties"herein. 1. Egga aerrmrtrl.CLIENT hereby engages PYRO to provide to CLIENT one fireworks production("Production"),and PYRO accepts such engagement upon all of the promises,lemas 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 PYR0 Duties—PYRO shall provide all pyrotechnic equipment,trained pyrolechnicians,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 Ibrth fully herein. 1.2 t'LI,I:ati"'("I)It)N —CLIENT shall provide to PYRO a suitable site("Site")for the Production,security for the Site as set forth in Paragraph G 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 safely,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. Tioic and Phice-The Production shall take place on.16ly4,200,at approximately e1,001"„CIL,at I'^;N tirtriiardrr tlrerramlioara N"ur-h Tenui's t.'taaantw.4111 Sheldon,Sl,- "N tir ears Ntw,CA,Sitc. 3. FrrA.Iaeterrst.and,'I,Nric M- 3.1 Fee-CLIENT agrees to pay PYRO a fee of a $' )ffNN 00 USD t t`4t"1",Iv'"N"1"-NrfINlit"1'I1011MAND DOI.IARS)("Fee")for the Production. CLIENT shall pay to PYRO$12,0110.011 USQ`N'tt"@:t.1"Nay 1'INIIIMy',11 NI 1)01.N;AHS)of the Fee plus estimated permit and standby fees,specified production costs,and other regulatory costs approximnled at SOO.00 OR an amount lobe determined,for a total of S12,0011M,as a deposit("Deposit")upon the execution or this Agreement by both parties but no later than Alip;ij 2,2018, The balance of the Fee shall be paid no later than July 5,20t$, CLIENT authorizes PYRO to receive and verify credit and Financial information concerning CLIENT from any agency,person or unlily including but not limited to credit reporting agencies. The"PRICE FIRM"date,the date 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 F:xWoses—PYRO shall pay all normal expenses directly related to die 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 to,those items outlined as CLIENT's responsibility in this Agreement and Scope of Work. 4. J.'lrapi-irtgry tights-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-parry-owned material that has been included in the Production,and as to such CLIENT-owned and third-ptirty- owned material,CLIENT assumes full responsibility therefore. CLIENT agrees flint 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 ties or will obtain any pennission from appropriate Third parties sufficient to authorize public exhibition of any such material in connection with this Production.PYRO reserves the o-.vnersliip 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 wilhoul the express written permission of PYRO is prohibited. 5. Safety-PYRO and CLIENT'shnll each comply with applicable federal,stole and local laws and regulations and employ safety programs and measures consistent wilt'[rccogttized applicable industry standards and practices„ At all tinics buforc and during,the Production,it shall lie within PYRO's:sole discretion to dclwt'tninc whether or not the Production may be safely discharged or wal,imtcd,except that Fire Department end Police Dcpartmcmt officials may dclennimu 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 reasonable control of PYRO. 6. Security-CLIENT shall provide adequate security personnel,barricades,and Police Department services as may be necessary to preclude individuals other than those authorized by PYRO Fran entering an area to be designated by PYRO as the area far the set-up and discharge of the Production,Including it 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 CLIL•NT'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 set-up,discharge and fallout areas including any environmental clean-up. PS V 1-2e Agreement No. 5505 Pyro Spectaculars,Inc. City of EI Segundo Parks&Recreation P.O. Box 2329 Program B,Rev.9 3 Rialto,CA 92377 July 4,2018 Tel:909-355-8120:::: Fax:909-355-9813 Ila-w2 ul'4 zr 8. Permits-PYRO agrees to apply for permits for the firing of pyrotechnics only from the EI 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,evenVactivily or land use permits or any permission or permit required by any local,Regional,Slate or Federal Government. 9. lnsuraoee-PYRO shall at all times 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 as set 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 furnished 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 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 coverage with respect to their respective operations and services. 10. Imrlrameitlentirrn-PYRO represents and warrants that it is capable of famishing 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 Ilia 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 not or omission of PYRO,their officers,agents,contractors,providers,or employees. CLIENTshall 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 CI.IENT,its officers,agents,contractors, providers,or employees. In no event shall either party be liable for the consequential damuges of the other party. I I, l,IrmltatTarlt,rrf IIrv11),lrrtrq loOrdinitfl 111®eaurb-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 Irns breached this Agreement or was olhcrwise negligcnl 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 Moieure-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 dale,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 tltc 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(ii)cancel the Production and pay PYRO such sums as provided in Paragraph 14,based upon when the Production is canceled, 13. UtUftdWhill.Or LvInt-I r CLIENT elects to reschedule the Production,PYRO shall be paid ilia 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 date taking into consideration availability of permits,materials,equipment,transportation and labor.The Production shall be rescheduled for a dale not more than 90 Days subsequent to the date first set for the Production. The Production shall not be rescheduled to a date,or for an event,that historically has involved a fireworks production, The Production shall not be rescheduled between June 15th and July 15th unless the original dale was July 41h of that some your,or between December 15th and January 15th unless the original dale 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. SNI "'fv4;"atteeN,--CLIENT shall have the option to unilaterally meal 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, I)50%if cancellation occurs 30 to 90 days prior to the scheduled date,2)75%if cancellation ocatrs 15 to 29 days prior to the scheduled dale,3)100%lherealler. 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 CLIL:N'f cancels the Production, I5. N -It is agreed,nothing in this Agreement or in PYRO's performance ofthe 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 behold responsible for any agreements or obligations not expressly provided for herein, 16. AgWkddLWi -This Agreement and the rights and obligations of Tho Parties hereunder shall be construed in accordance with the laws of California, 11 is further agreed that the Central Judicial District of San Bernardino County,California,shall be proper ventre for any 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 aro enforceable, 17. Notlen- Any Notice to the Parties permitted or required under this Agreement may be given by mailing such Notice in the United Stoics Mail, postage prepaid,first class,addressed as Ibllows: PYRO—Pyro Spectaculars,Inc,,P.O.Box 2329,Rialln,Califomia,92377,or for ovemight delivery to 3196 N. Locust Avenue,Rialto,California 92377. CLIENT— (� r" IaJJII i t.lIreltlott 4t,. 11t1r1<t,f` 1 d t•C1, PS V 1-2e Agreement No. 5505 Pyro Spectaculars,Inc. City of El Segundo Parks&Recreation P.O.Box 2329 Program B,Rev.#3 Rialto,CA 92377 July 4,2018 Tel:909-355-8120::::Fax:909-355-9813 pa��3 of'4 18. Modillenlion o'I'Tqnr°—All terms of the Agreement are in wrilingand 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. SeKel'alrilitq—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,California. This Agreement may be executed in several counterparts,including faxed and emailed copies,each one of which shall be deemed on 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 are made by CLIENT to this Agreement or if this Agreement is not executed by CLIENT and del ivered to PYRO on or before the PRICE FIRM date 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 Agnomen(shall be void. PRICE FIRM through April 2,2018 EXECUTED AGREEMENT MUST BE DELIVERED TO PYRO BY THIS DATE, See PRICE FIRM conditions,paragraph 20,above. EXECUTED as of the dale first written above: PYRO SPECTACULARS,INC. CITY OF F1 S fXstiNI)f v a A General City By ."M �f. _m��. By: liutres I"d•Souzn t'ir President Old} tnnok m ATTEST: 1 c y ll e;t� . APN011ED AS TO FORM: MAltl',D HENSLEY,CI'T'Y Al-l'ORNEY _ �� for 1Car Barger Assistant City Atttrnacy SHOW PRODUCER:Christopher Souza PS V 1.20 Agreement No. 5505 Pyro Spectaculars,Inc. City of EI Segundo Parks&Recreation P.O.Boz 2329 Program B,Rev.#3 Rialto,CA 92377 July 4,20I8 Tel:909-355-8120::::Fax:909-355-9813 Page 4 ol'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.JuIv 4,"21111 , at approximately 9:00 P.M. at EI.Sc modo Recrent'ion Park Tem0s:Courts„401 Sheldon fat.,Fl Seeundo.CA. • All pyrotechnic equipment,trained pyrotechnicians,shipping,and pyrotechnic product. • Application for specific pyrotechnic permits relating to the Production. « Insurance covering the Production as set forth in the Agreement with the following limits: itrslorance itc^quirentents Limits Commercial General Liability $5,000,000.00 Combined Single Limit-Each Occurrence (Bodily Injury&Property Damage) Business auto Liability, $5,000,000.00 Combined Single Limit-Each Occurrence Owned.Non-Owned and I•lired Autos (Bodily Injury&Property Damage) Workers'Compenstwtion Statutory Waiver of Subrogation shall apply t pllptoyggtit��'i�'i�, $1,000,000 Per Occurrence CLIENT shall provide to PYRO the following goods and services: e 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. PS V 1-2e Agreement No. 5505 'product Synopsis a Pyrotechnic Proposal Oty of Ell Segundo Parks, a,nd Recreation ­ $24�000.00 Main body- Aerial Shells Descriil ttii'm tiantity ♦ 3" Souza Designer Selections 200 ♦ 4" Souza Designer Selections 180 "dotal of lain body-Aerial Shells 380 Pyrotechnic Devices 1e:scr tion Quantity ♦ Sousa Platinum Line Custom Multishot Device 400 Shots ♦ Sousa Diamond Line Custom Multishot Device 500 Shots ♦ Sousa Emerald Line Custom Muttishot Device 300 Shots Total of Pyrotechnic Devices 1,200 Low-Level Pyrotechnic Devices scriotio cant ♦ .5" Red, White, Blue Roman Candle Batten 300 Total of Low-Level Pyrotechnic Devices 300 Grand t ale Description Quanfltv ♦ 2" Souza Designer Bombardment Shells 100 ♦ 2.5" Souza Designer Bombardment Shells 90 ♦ 3" Souza Designer Bombardment Shells 195 ♦ 4" Souza Designer Bombardment Shells 30 "oat of GrandFinale 415 Grand Total 2,29 *Display duration is approximately 20 minutes* Ci4yA