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Pyro Spectaculars, Inc.
<br />P.O. Box 2329
<br />Rialto, CA 92377
<br />Tel: 909-355-8120 :::: Fax: 909-355-9813
<br />City of Santa Ana
<br />Program #A
<br />July 4, 2016
<br />Page 2 of 4
<br />S. Permits - PYRO agrees to apply for permits for the filing of pyrotechnics only from the ORANGE COUNTY FIRE AUTHORITY, PAA, and
<br />USCG, if required. CLIENT shall be responsible for any tees associated with these permits including standby fees. CLIENT shall be responsible for obtaining
<br />any other necessary permits, paying associated fees, and making other appropriate arrangements for Police Departments, other Fisc Departments, road closures,
<br />event/activity or land use permits or any permission or permit required by any Local, Regional, State or Federal Government.
<br />9. Insurance - PYRO shall at all times during the performance of services herein ensure that the following insurance is maintained in connection with
<br />PYRO's performance of this Agreement: (1) commercial general liability insurance, including products, completed operations, and contractual liability under this
<br />Agreement; (2) automobile liability insurance, (3) workers' compensation insurance and employer liability insurance. Such insurance is to protect CLIENT from
<br />claims for bodily injury, including death, personal injury, and from claims of property damage, which may arise from PYRO's performance of this Agreement,
<br />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 hour CLIENT's
<br />negligence or willful conduct or fiom failure of CLIENT to perform its obligations under this Agreement, coverage fmwhich shall be provided by CLIENT.
<br />The coverage of these policies shall be subject to reasonable inspection by CLIENT. Certificates of Insurance evidencing the required general liability coverage
<br />shall be furnished to CLIENT prior to the rendering of services hereunder and shall include that the following are trained as additionally insured: CLIENT;
<br />Sponsors, Landowners, Barge Owners, if any; and Permitting Authorities, with respect to the operations of PYRO at the Production. Pyrotechnic subcontractors
<br />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
<br />respective operations and services.
<br />10. Indemnification - PYRO represents and warrants that it is capable of furnishing the necessary experience, personnel, equipment, materials, providers,
<br />and expertise to produce the Production in a safe and professional manner. Notwithstanding anything in this Agreement to the contrary, PYRO shall indemnify,
<br />hold harmless, and defend CLIENT and the additional insureds from and against any and all claims, actions, damages, liabilities and expenses, including but not
<br />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
<br />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
<br />employees. CLIENT shall indemnify, hold harmless, and defend PYRO from and against any and all claims, actions, damages, liability and expenses, including
<br />but not limited to, attorney and other professional fees and court costs in connection with the loss of life, personal injury, and/u' damage to property, arising four
<br />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,
<br />providers, or employees. In no event shall either party be liable for the consequential damages of the other party.
<br />11. Limitation of Danames for Ordinary Breach - Exceptin the case of bodily injury and property damage as provided in the insurance and
<br />indemnification provisions of Paragiaphs 9 and 10, above, in the event CLIENT claims that PYRO has breached this Agreement or was otherwise negligent in
<br />performing the Production provided for herein, CLIENT shall not be entitled to claim or recover monetary damages from TYRO beyond the amount CLIENT has
<br />paid to TYRO under this Agreement, and shall not be entitled to claim or recover any consequential damages from PYRO including, without limitation, damages
<br />for loss of income, business or profits.
<br />12, Force Majeure -CLIENT agrees to assume the risks of weather, strike, civil unrest, terrorism, military action, governmental action, and any other
<br />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
<br />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
<br />necessary time before the Product a. If, for any such reason, TYRO is not reasonably able to safely discharge the Production on the scheduled date, or at the
<br />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
<br />Production and pay TYRO such sums as provided in Paragraph 13, or (ii) cancel the Production and pay PYRO such sums as provided in Paragraph 14, based
<br />upon when the Production is canceled.
<br />13. Rescheduling Or Event - If CLIENT elects to reschedule the Production, PYRO shall be paid the original Fee plus all additional expenses made
<br />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 -
<br />days of receipt. CLIENT and PYRO shall agree upon the rescheduled date taking into consideration availability of permits, materials, equipment, transportation
<br />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
<br />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
<br />15th unless the original date was July 4th of that same year, or between December 15th and .January 15th unless the original date was December 31 st of the earlier
<br />year unless PYRO agrees that such rescheduling will not adversely affect normal business operations during those periods.
<br />14. Right To Cancel—CLIENT shall have the option to unilaterally cancel the Production prior to the scheduled date. If CLIENT exercises this option,
<br />CLIENT agrees to pay to PYRO, as liquidated damages, the following percentages of the Pee asset forth in Paragraph 3.1. 1) 50% if cancellation occurs30 to 90
<br />days prior to the scheduled date, 2) 75% if cancellation occurs 15 to 29 days prior to the scheduled date, 3) 100010 thereafter. In the event CLIENT cancels the
<br />Production, it will be impractical or extremely difficult to fix actual amount of PYRO's damages. The foregoing represents a reasonablc estimate of the damages
<br />PYRO will suffer if CLIENT cancels the Production.
<br />15, No Joint Venture -It is agreed, nothing in this Agreement or in PYRO's perfomranec of the Production shall be construed as forming a partnership of
<br />joint venture between CLIENT and TYRO. PYRO shall be and is an independent contractor with CLIENT and not an employee of CLIENT. The Parties hereto
<br />shall be severally responsible for their own separate debts and obligations and neither Party shall be held responsible for any agreements or obligations not
<br />expressly provided for herein.
<br />16. Applicable Law -This Agreement and the rights and obligations of the Parties hereunder shall be construed in accordance with the laws of California.
<br />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
<br />the Production is reduced by audhoritics havingymisdietion orby either Party for safety concerns, the full dollar amounts outlined in this Agreement are
<br />enforceable.
<br />17. Notices - Any Notice to the Parties permitted or required under this Agreement may be given by mailing such Notice in the United States Mail,
<br />postage prepaid, first class, addressed as follows: PYRO—Pym Spectaculars, Inc., P.O. Box 2329, Rialto, California, 92377, or for overnight delivery to 3196 N.
<br />Locust Avenue, Rialto. Cnlifomia 92377. CLIENT City of Santa Ara' 20 Civic Center Plaza Santa Ana CA 92701
<br />PS V 1-2c
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