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CONTRACT 5677 Vender Agreement CLOSEDPyro Spectaculars, Inc. P.O. Box 2329 Rialto, CA 92377 Tel: 909-355-8120 :::: Fax: 909-355-9813 PRODUCTION AGREEMENT Agreement No. 5677 City of EI Segundo Parks & Recreation Program A, Rev. tt 3 July 4, 2019 Nwe I of (Special) This agreement ("Agreement") is made thisday of qk 1 2019 by and between Pyro Spectaculars, Inc., a California corporation, hcrcintt0cr referred to as ("PYRO"), and Alty,f I Segundo I creation, hereinafter referred to as ("CLIENT"). PYRO and CLIENT arc sometimes referred to as "Party" or collectively as "Parties" herein. I. !F;ngaaaerncut - CLIENT hereby caagag'cs PYRO to provide to CLIENT one fireworks production ("Production"), and PYRO accepts such engagement upon all of the promise's, 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 [lie 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 naadc a part of this Agreement as though set forth fully herein. 12 CLIEIVI- Dulies — CLIENT shall provide to PYRO a suitable site ("Site") for the Production, security for the Site asset 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. Time and Place - The Production shall lake place on Julv 4, 2019, at approximately 9:00 11.51, at E.1 Scamado Rvrrea loo fork "I"canis Cinirrs. 4111 Sheldon St., FI Seeond% CA, Site. 3. Fees. Interest, and Exmrn%csc - CLIENT ''sh p y YR � pay 1 1. rill;) ofplic'Pecy his ostim'at'cd crinit and y foes, s ") ifi d Prodi t'io'rr. 3.i I ec CLIENT tr rccs to a PYRO a I1;c (if $24,tu10„00 USD l")°tt x.14 1r t tlllit °I"1101 fSAND D0114%1tai; rapt a. Its PYRO ea "flftll t1I1 IiSO t"("6)?I•�I.Vb;" "IIL')tt'„�Ah11 I)t11. a p p� standby fees, slaecafied rroduetiora cosls„ and other regulatory costs approximated at, 011,116 Oft as 'anioant' to be determined, fur a total of'. 011I Y0, as a deposit ("Deposit") entrain the ex'ccat'iasis a°rt"lhis Agreement by brilh parties but no later t'hun Ana•112, 201% The balance of the Foe shall be paid no later than July S. 20M CLIENT' aulhorizes PYItO to receive and verify credit and financial infornaat''ion concerning CLIUNT from any agency', pe'rsins or entity inc'lading bui not limited to cred'il reporthag agerrcia s. The "PRICE FIRM" dais, the date by which the executed Agrecinew must be delivered to Pyro, is set ftarlh 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. Mitigation 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 I':xnerlSe9— PYRO shall pay all normal expenses directly related to the Production including freight, insurance as outlined, pyrotechnic produc(s, pyrotechnic equipilicni, experienced pyrolechrr'ic personnel to set up and discharge the pyrotechnics and those additional items as outlined as PYRO's responsibility its the Scope of Work, CLIP N I'shall put^ tilt cosls related to the Produclion not supplied by PYRO including, but not limited to, those items outlined acs CUEN'I"s reslsorisibili'ly in Ibis Agwwncal ,ad Scolniv of Work. 4. 1"raagsrirasry Iti�S - PYRO rcliresents and warrants that it owns all copyrights, including performance rights, to this Production, except (hot PYRO does not own CLIENT"•owned material or ldiird-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 nut be responsible in any way for such material, 11'applicals1c, C'LIEN'I' consents to the use ofCLIVN'T—owned' natu'erial and represents that it has of will ohlain any permission from appropriate third parties siil'Iicicrat to'aaalhorize public exhibition of any such miucrial in connection with this Production, I1'YR0 reserves il'ac ownership rights in its trade laarncs that are used in or arc a prodtact ot°thc lwduetion. Any rcproductiops by s'oua'id, vidaso or other duplication or recording process without the express written permission of PYRO is prohibited. 5. S'afrty - PYRO and CLIENT sholl each comply with applicable fedcrat, stale and local laws and 'regulal'imu and employ safely' programs and Incas'ures consistent wills rceognized applicable industry standards and practices. At all tunes before and sharing the Production, it shall be widiiii PYRO's solo discretion to determine whether or not the Production may be safely discharged or continued, except that Fitt: Depnrtnicaal' and Police Dupaarinit ail officiats inay dytcrna'ine thrd 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 officials to determine dint the Production ctinnot be discharged or continued as a result of any conditions or circumstances affecting safety beyond ilia reasonable control of PYRO. 6. Security - CLIENT shall provide adequate security personnel, barriaaadcs, and Police Depurtmcia scrviecs its may be necessary to preclude individuals other flran those authorized by PYRO from entering tin arca to be designated by PYRO as the area for the scwtp and discharge of the Prod'uct'ion" kwhlding a fallout aren satisfactory to PYRO where the pyrotechnics may safely rise and any debris may safely fall. PYltO shall have no responsibili't'y for nivailoring 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 rciluircd of the Production or set-up, discharge and f'allou't nretas including any environmental clean-up. I'S V I -2e Agreement No. 5677 Pyro Spectaculars, Inc. City of EI Segundo Parks & Recreation P.O. Box 2329 Program A, Rev. # 3 Rialto, CA 92377 July 4, 2019 Tel: 909-355-8120:::: Fax: 909-355-9813 fauge 2 ol'4 8. Permits - PYRO agrees to apply for permits for the firing of pyrotechnics only from the EI Segundo Fire Deportment, FAA, and USCG, if required. CLIENT shall be responsible for any lees 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/activity or land use permits or any permission or permit required by any Local, Regional, Slate or Federal Government. 9. Insurance - PYRO shall at all times during the performance of services herein ensure [hut the following insurance is maintained in connection with PYRO's performance of this Agreement: (I) 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 shell 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 Fir which shall be provided by CLIENT. The coverage of these politics shall be subject to reasonable inspection by CLIENT. Certificates of Insurance evidencing (lie required general liability coverage shall be furnished to CLIENT prior to the rendering of services hereunder and shall include [hat 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. Ianrlrnmrllticantlrrrw - PYRO represents and warrants (flat it is capable of furnishing the necessary experience, personnel, equipment, materials, providers, and expertise to produce the Production in a sore and professional manner. Noiwithslanding anything in this Agreement to [he contrary, PYRO shall indemnify, hold harmless, and defend CLIENT and (he 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 coon costs, fn connection with the loss of life, personal injury, and/or damage to property, arising from or out or 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 in, 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 out or omission of CLIENT, its officers, agents, contractors, providers, or employees. In no event shall either party be liable for the consequential dumages of the other party. 11. I,lmaltnlirtu aarl)anrgJaocs for Ordioary illreach - 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 fins breached this Agreement or was otherwise negligent in performing the Production provided for herein, CLIENT shall not be entitled (o claim or recover munetary damages from PYRO beyond the amount CLIENT Inns 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. Farce Malcurc - CLIENT agrees to assume (lie 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 dote, which may cause the cancellation of any event for which CLIENT has purchased the Production, or which may al1'ect or damage such portion of the exhibits as must be placed and exposed a necessary time before the Production. Ir, for any such reason, PYRO is not reasonably able to safely discharge (he Production on the scheduled date, or at the scheduled [fine, 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 (if) cancel the Production and pay PYRO such sums as provided in Paragraph 14, based upon when the Production is canceled. 13. Iteochsdpljgg Or Lvent -If CLIENTelects to reschedule the 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 than 90 Days subsequent to the date first set for the Production. The Production shall not be rescheduled to a dale, or for an event, that historically hos involved u fireworks production. The Production shall not be rescheduled between June 15th and July 15th unless the original date was July 41h of that same year, or between December 15th and January 15th unless the original dale was December 31st of the earlier year unless PYRO agrees that such rescheduling will not adversely affect normal business operations during those periods. 14. Itieht'I'a 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 Ibllowing percentages of the Fee as set forth in Paragraph 3.1. 1) 50% if cancellation occurs 30 to 90 days prior to the scheduled dale, 2) 75% if cancellation occurs 15 to 29 days prior to the scheduled date, 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 surfer il'CLIEN'I' cancels the Production. 15. No Joint volurf - It is agreed, nothing in this Agreement or in PYRO's performance or 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 herein shall be severally responsible for their own separnic debts and obligations and neither Party shall be held responsible for any agreements or obligations not expressly provided for herein. 16, y lfralrlr I,ulry -This Agrttltnent and the rights and obligations of the Parties Ilereandtr shnfl he conslomed fn accordance with the laws of California. It is funher'arogrmd Hatt the Central Judicial District or San Bernardino County, California. shall lie proiscr venue for any such nclion. In Ilse event that the scope of the Production is reduced by authorities having jurisdiction or by either Party for safely concerns, Ilnc fill dollar lannutots outfiuncd in Ilndw Agicc uctnt are enforceable. 17. tit e - Any Notice (o the Parties permitted or required uudcr this Agreemcot in ny be givcn by maihrng such Notice in the 0ohcd States Mail, postage prepaid, first class, addressed m follows: PYRO— Pyro iptctaenlars, hoc„ IM.ii. r9drx, 2329, Rillllo, C"aalirtirn'ia, <8 377, or frau ovconfglrt cletlivery l0 3196 N. Locus( Avenue, Rinllo, California 92377. CLIENT— r,:jJ,y+I l it p 6nipl rhl.WtsWeiiwrotrrA X6)2 NSA�dB`I PS V 1-2e Pyro Spectaculars, Inc. P.O. Box 2329 Rialto, CA 92377 Tel: 909-355-8120:::: fax: 909-355-9813 Agreement No. 5677 City of EI Segundo Parks & Recreation Program A, Rev. # 3 July 4, 2019 Pape 3 of 4 18. h1odi'lieaflon at" Perms — All terms of the Agreement arc in writing and may only be modified by written agreement of both Panics 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. Sevcrnbllity — 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 alter 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 an original against the Party executing same. This Agreement shall be binding upon the Panics 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 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 (Iris Agreement shall be void, PRICE FIRM through April 2, 2019 EXECU'T'ED AGREEMENT MUST BE DELIVERED TO PYRO BY TI IIS DATE. See PRICE FIRM conditions, paragraph 20, above. EXECUTED as of the date first written above: PYRO !M1F'. `rACULARS. INC. w •�r w� R.�t�� ' President SHOW PRODUCER: Christopher Souza PS V I -2c CITY OF EL SEGUNDO, A General Law Clty ByA, reg Carpenter City Manager Tmcy t'4'cnw�cr..... City Clerk APPROVED ASTO FORM: MARK D. I IENSLEY, CITY A-1-1.OIZNEY By, _w ......for Karl H. Berger Assistant City Attorney lu y-ls�-/i Agreement No. 5677 Product Synopsis * Pyrotechnic Proposal :, kt g I' 1i` 4 1a1Mw i I � w Total of Main Body - Aerial Shells 380 Pyrotechnic i Description Quantity ♦ Sousa Platinum Line Custom Multishot Device 100 Shots ♦ Sousa Diamond Line Custom Multishot Device 600 Shots ♦ Multicolor Carpet Customwater effect - W Shape 48 shot 300 Shots ♦ Sousa Silver Line Custom Multishot Device 100 Shots ♦ Sousa Emerald Line Custom Multishot Device 100 Shots Total of Pyrotechnic Devices 1,200 Low -Level Pyrotechnic Devices Description Quantitv ♦ .5" Red, White, Blue Roman Candle Batten 300 Total of Low -Level Pyrotechnic Devices Grand I Description Quandty ♦ 2" Sky Concert Bombardment Shells 100 ♦ 2.5" Sky Concert Bombardment Shells 90 ♦ 3" Sky Concert Bombardment Shells 195 ♦ 4" Sky Concert Bombardment Shells 30 Total of GrandFinale Pyro Spectaculars, Inc. P.O. Box 2329 Rialto, CA 92377 Tel: 909-355-8120 :::: Fax: 909-355-9813 Agreement No. 5677 City of EI Segundo Parks & Recreation Program A, Rev. # 3 .July 4, 2019 Page 4 of 4 SCOPE OF WORK PYRO SPECTACULARS, INC. ("PYRO") and City of EI Segundo Parks & Recreation ("CLIENT") Pyro shall provide the following goods and services to CLIENT: 0 One (1) Pyro Spectaculars, Inc., Production on .luly 4. 2019, at approximately 9:00 P.M. at El :Scuundo, Recrention Park Tennis Courts, 401 Sheldon St.. EI Scaundo. CA. • All pyrotechnic equipment, trained pyrotechnicians, shipping, and pyrotechnic product. • Application for specific pyrotechnic permits relating to the Production. a Insurance covering the Production as set forth in the Agreement with the following limits: Insurrnrce Requiremena Lin:its Commercial Gencral Liability $5,000,000.00 Combined Single Limit- Each Occurrence (Bodily Injury & Property Damage) Business Auto Liabilitv- $5,000,000.00 Combined Single Limit- Each Occurrence Owned. Non -Owned and 'I tired Antos (Bodily Injury & Property Damage) Workers" Comoensation Statutory Waiver of Subrogation shall apply 1*mnlover I.inbilitm $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. PS V 1-2c