HomeMy WebLinkAboutRes 2022-04-1144 Contract with Pyro Shows of Texas for 2022-2024 Boots & Booms and Christmas Tree LightingCITY OF ANNA, TEXAS
RESOLUTION NO. ?QJa-Q
A RESOLUTION OF THE CITY OF ANNA, TEXAS, APPROVING A CONTRACT
WITH PYRO SHOWS OF TEXAS FOR A CONTRACT (WITH TWO,
ONE YEAR OPTIONS FOR RENEWAL) FOR THE
2022=2024 INDEPENDENCE DAY CELEBRATIONS (BOOTS AND
BOOMS) AND CHRISTMAS TREE LIGHTNING FIREWORK SHOWS.
WHEREAS, the City Council of the City of Anna, Texas, ("City Council") finds that the contract
with Pyroshows of Texas for up to six firework shows is instrumental and necessary
to the Independence Day (Boots and Booms) and Christmas tree lighting events; and
WHEREAS, the City Council considers that Pyro Shows of Texas will provide the best value to
the City; and
WHEREAS, the City Council considers the firework shows to be beneficial to the neighbors
of Anna, Texas, meeting several goals and objectives set forth in the Strategic Plan adopted by
City Council; and
WHEREAS, the City Council approves the proposed contract with Pyro Shows of Texas, to
include the following fee:
"Assuming all renewal options are exercised, the total price is $111,000 for fiscal years
2022-2024. The total amount for fiscal year 2022 of P D ,000 and $37,000 each in 2023 and
2024 should the two one-year renewal options be exercised."
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA,
TEXAS, THAT:
Section 1. Recitals Incorporated.
The recitals above are incorporated herein as if set forth in full for all purposes as set forth in full.
Section 2. Approval and Authorization of Agreement.
The City Council hereby approves the attached contract with Pyro Shows of Texas and ratifies
and approves the City Manager's execution of the same. The City Manager is hereby
authorized to execute all documents and to take all other actions necessary to finalize and
enforce the contract with Pyro Shows of Texas.
PASSES AND APPROVED by the City Council of the City of Anna, Texas, on this 1211 day of
April 2022.
Mayor Nate Pike
0� A41 ATTEST:
r
•; Ik =City Secretary Carrie Land
P��
SHOW i
Contract Agreement
This Agreement made this 23rd day of March 2023, by and between PYRO SHOWS OF TEXAS, Inc., a Texas Corporation,
whose address is 6601 Nine Mile Azle Road, Fort Worth, Texas, 76135, and hereinafter referred to as "PYRO SHOWS" and City of
Anna with its principle place of business located at 111 N. Powell Parkway, Anna, in the State of Texas, hereinafter referred to
as "Customer".
In consideration of the mutual promises and undertakings set forth herein, receipt of said consideration being
acknowledged, the parties hereby agree as follows:
I. FIREWORKS DISPLAY: PYRO SHOWS agrees to furnish to Customer a fireworks display, hereinafter referred to as "Show",
pursuant to the project/sales order #22-TX-06-25-C-29000-000106 and #22-TX-12-03-C-8000-000107 dated this 23`d day of
March 2022. The Show will be given on the 25th day of June 2022 and the V day of December 2022. Rain date/postponement
date: Mutually agreed upon date. This agreement offers two option years to be given on mutually agreeable dates in 2023 and
2024. Should Customer elect to defer any Show option, the Cancellation clause will apply to the affected Shows. Contract value
of this agreement (6 shows total, 348 minute shows and 3-8 minute shows) is $111,000 if all options are exercised.
II. CANCELLATION: PYRO SHOWS shall determine what weather conditions prohibit PYRO SHOWS from proceeding with the Show;
in which case, PYRO SHOWS agrees to present the Show on the following day or previously agreed upon postponement date. In
addition to contracted Show cost, Customer shall remit the actual additional expenses PYRO SHOWS shall incur in presenting
the show on subsequent occasion to include labor, lodging, per diem, etc.; in no event shall these additional expenses be less
than ten percent (10%) of the contracted price of the Show. In the event the Show must be RESCHEDULED to a mutually agreed
upon date other that the previously agreed upon rain date, in addition to contracted Show cost, Customer shall remit the actual
additional expenses PYRO SHOWS shall incur in presenting the Show on subsequent occasion to include labor, lodging, per diem
etc.; in no event shall these expenses be less than thirty percent (30%) of the contracted price of the Show. Should Customer
elect to CANCEL the Show for any reason, Customer must provide PYRO SHOWS with a thirty (30) days' written notice by certified
mail, return receipt, to PYRO SHOWS' address as set forth above. Customer agrees that PYRO SHOWS shall incur substantial
expense in preparation for the Show and, accordingly, agrees to pay PYRO SHOWS fifty (50%) of the total contract price for the
show as liquidated damages for cancellation. If the Customer does not provide PYRO SHOWS with notice as set forth herein,
Customer shall pay PYRO SHOWS the entire amount or one hundred percent (100%) of the contract price for the Show as
liquidated damages.
III. SECURITY AREA: Customer agrees to furnish sufficient space for PYRO SHOWS to properly conduct the Show as determined by
NFPA 1123-2014 (hereinafter "Security Area"). Customer agrees to provide adequate security protection to preclude persons
unauthorized by PYRO SHOWS from entering the Security Area. For the purposes of the Agreement, "Unauthorized Persons"
shall mean anyone other than the employees of PYRO SHOWS or persons specifically designated in writing by the sponsor or the
Authority Having Jurisdiction (AH1), and submitted and approved, to PYRO SHOWS prior to the event. Any expenses for security
or stand-by fire protection shall be the responsibility of the Customer.
V. SITE CLEANUP: PYRO SHOWS shall be responsible for basic cleanup of the launch area to include policing of the fallout zone for
any unexploded ordnance and removal of all large paper debris, wood, wire, foil, racks, mortars and firing equipment used in
the setup for the show. Customer shall be responsible for cleanup of debris located in and around fallout zone.
V. INDEMNIFICATION AND HOLD HARMLESS: Customer agrees to hold PYRO SHOWS harmless from any damages caused to
Customer which result as a consequence of unauthorized persons entering the Security Area. Furthermore, Customer agrees to
defend and indemnify PYRO SHOWS from any and all claims brought against PYRO SHOWS for damages caused wholly or in part
by Unauthorized Person who have entered the Security Area. Notwithstanding any other provision of this agreement, PYRO
SHOWS and its successors and assigns hereby covenant and agree to release, defend, hold harmless, and indemnify Customer
and its officers, officials, agents, representatives, servants and employees (collectively, the "Released Parties") from and against
all third -party claims, suits, judgments, damages, and demands (together, "claims") against Customer or any of the Released
Parties, whether real or asserted including without limitation reasonable attorney's fees, related expenses, expert witness fees,
consultant fees, and other costs, arising out of the negligence or other wrongful conduct of PYRO, including the negligence of
its employees, contractors, subcontractors, material men, and/or agents, arising from, related to, or in any manner in connection
with the Show.
VI. AMENDMENT & ASSIGNMENT: This agreement is deemed personal and confidential to Customer, his heirs, executors and
administrators only, and may not be sold, assigned, amended, or transferred unless mutually agreed in writing by the parties.
Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach of this Agreement for Customer
to publicly disclose this Agreement under court order or if required by applicable law including the Texas Public Information Act.
VIL COMPLIANCE WITH THE LAWS AND REGULATIONS: Promptly upon the execution of this Agreement, Customer shall apply for
Page 2 of 3
PYRO
SHOWS I
the approval hereof to any agency, officer or authority of any government if such approval is required by any applicable law,
ordinance, code or regulation. Customer agrees to indemnify and hold harmless PYRO SHOWS from against all claims, suits, and
causes of action, demands, penalties, losses or damages which may arise or accrue because of the failure or neglect of customer
to obtain such approval. This Agreement is made expressly subject to and Customer expressly agrees to comply with and abide
by all applicable laws, ordinances, codes and regulations insofar as the same may be applicable to the terms and conditions of
this Agreement, including all rules and regulations now existing or that may be promulgated under and in accordance with any
such law or laws.
VIII. PERMITS AND LICENSES: PYRO SHOWS shall process the necessary permits and licenses to enable PYRO SHOWS to perform fully
hereunder unless otherwise forbidden by any other applicable statute, rule or otherwise. It is hereby stipulated that this
Agreement is to be construed and governed by the laws of the State of Texas, and any suit involving this contract shall be brought
in the Courts of Collin County in the State of Texas, and the Customer hereby submits itself to the jurisdiction of said Courts. For
Shows that include licensed music accompaniment, Customer agrees to verify with their organization, venue, sponsor, and/or
municipality, the permission to simulcast music and agrees to pay any and all fees associated with the broadcast of said music
in the public environment of the Show.
IX. LATE PAYMENT: PYRO SHOWS shall charge, and Customer agrees to pay, one- and one-half percent (1 1\2%) per month late
payment fee for each month until PYRO SHOWS is paid the amount set forth in Paragraph XIV herein. The stated late payment
fee shall begin to run from the applicable date(s) established in Section XIV, unless this provision is prohibited by law.
X. ADVERTISEMENT AND PROMOTIONS: Customer agrees that when promoting fireworks performed by PYRO SHOWS OF TEXAS,
Customer will name PYRO SHOWS OF TEXAS as the fireworks provider in such promotional advertising media. Customer agrees
to allow PYRO SHOWS OF TEXAS to use Customer's name as Customer.
XI. COMPLAINTS: In the event that Customer has a complaint concerning the Show, or any material or product used in or pursuant
to the Show, or of the conduct of the Show by PYRO SHOWS, or any act or omission of PYRO SHOWS or its agents, either directly
or indirectly, without limitation, Customer shall make complaint known to PYRO SHOWS in writing by certified mail to PYRO
SHOWS' address as set forth above, within ten (10) days after the date of the Show. In the event that Customer fails to register
any complaint in the time and in the manner specified, Customer agrees that it shall not claim such complaint as cause for an
offset or withhold any payment due to PYRO SHOWS hereunder on account of or because of such complaint or any matter arising
from, relating to or a consequence of the complaint. Furthermore, Customer agrees that should PYRO SHOWS have to collect
any amount due PYRO SHOWS hereunder which Customer claims as an offset or which is withheld by Customer on account of,
or because of, a complaint not registered with PYRO SHOWS in the time and in the manner specified herein, by law or through
an Attorney -at -Law, PYRO SHOWS shall be entitled to collect attorneys' fees in the amount of 15% of the amount owing PYRO
SHOWS or the maximum amount allowed by law, whichever is greater, along with all cost of collection.
XII. INSURANCE: Pyro Shows will provide General Liability Insurance and Automobile Liability in the amount of $10,000,000,00,
combined single limit, covering its activities and services in connection with the show described in this contract. Pyro Shows also
agrees to include Customer as additional Insured under the terms of this coverage. Pyro Shows, Inc. will provide a Certificate of
Insurance. All entities listed on the certificate as additional insured will be deemed an additional Insured per this contract. Such
insurance shall also cover any and all claims which might arise out of this Agreement, whether by Producer, Performer a
contractor, subcontractor, material man, or otherwise. Coverage must be on a "per occurrence" basis. All such insurance
shall: (i) be issued by a carrier which is rated "A 1" or better by A.M. Best's Key Rating Guide and licensed to do business in the
State of Texas; and (ii) name the "City of Anna, Texas" as an additional insured and contain a waiver of subrogation endorsement
in favor of the City.
XIII. PAYMENT TERMS: City of Anna shall pay PYRO SHOWS $29,000 and $8,000 respectfully and is a political subdivision that is
exempt from sales tax and conditions set forth for presenting the Show. Customer shall submit a 50% deposit ($14,500 and
$4,000 respectfully) upon return of signed contract by April 22, 2022. Balance will be due in the PYRO SHOWS office prior to day
of the Shows.
XIV. TAXES: The City of Anna is a political subdivision that is exempt from the payment of sales tax.
XV. INDEPENDENT CONTRACTOR. PYRO SHOWS is executing this agreement as an independent contractors not as an employee of
the Customer and all services by PYRO SHOWS under this Agreement shall be provided as an independent contractor. Customer
shall not be responsible for payment of payroll taxes and charges under federal and local law. At no time shall Customer have any
control over or charge of PYRO SHOWS' services under this agreement or related work or undertakings, nor the means, methods,
techniques, sequences or procedures utilized for preparation for and conduct of the Show. This Agreement does not create a
joint enterprise or venture between the Customer and PYRO SHOWS OF TEXAS. This section will survive the termination of this
Agreement.
XVI. NOTICES. Any notice, submittal, payment or instrument required or permitted by this Agreement to be given or delivered to any
party shall be deemed to have been received when delivered personally or upon deposit of the same in any United States Post
Office, registered or certified mail, postage prepaid, addressed to the other party at the address first stated above. Any party may
change its address or addresses for delivery of notice by delivering written notice of such change of address to the other party.
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PYRO
SHOWSI>
XVII. NO THIRD -PARTY BENEFICIARIES. Except as otherwise provided herein, this Agreement inures to the benefit of, and may only
be enforced by, the Parties. No other person or entity shall have any right, title, or interest under this Agreement or otherwise
be deemed to be a third -party beneficiary of this Agreement. Nothing in this Agreement shall be deemed to be a waiver of any
party's immunity from suit or liability.
XVIII. NON -WAIVER. Any failure by a Party to insist upon strict performance by the other Party of any material provision of this
Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict
performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except by writing signed
by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any
Party of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or
subsequent waiver of the same term or condition.
XIX. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original
and constitute one and the same instrument.
IMPORTANT: Checks must be made payable to PYRO SHOWS, INC.
All the terms and conditions set forth on any addendum attached to this Agreement are made part of this Agreement and
incorporated by reference herein.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written.
PYRO SHOWS OF TEXAS, INC.
BY:
M' hael E. Wa
CUSTO R
BY:
nat
its President
DATE:
Printed Name
WARRANTY EXCLUSIONS
�P DATE: c
le
EXCEPT AS SPECIFICALLY PROVIDED
HEREIN,
THERE
ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTY OF MERCHANTABILITY OR
FITNESS
FOR A
PARTICULAR PURPOSE.
No representation of affirmation of fact including but not limited to statement regarding capacity, suitability for use, or
performance of equipment or products shall be, or be deemed to be, a warranty by PYRO SHOWS for any purpose, nor give rise
to any liability or obligation of PYRO SHOWS whatsoever.
IN NO EVENT SHALL PYRO SHOWS BE LIABLE FOR ANY LOSS OF PROFITS OR OTHER ECONOMIC LOSS, INDIRECT,
SPECIAL, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES ARISING OUT OF ANY CLAIMED BREACH OF OBLIGATIONS
HEREUNDER.
Page 3 of 3
PYRO
SHOWS
Contract Agreement
This Agreement made this 231d day of March 2023, by and between PYRO SHOWS OF TEXAS, Inc., a Texas Corporation,
whose address is 6601 Nine Mile Azle Road, Fort Worth, Texas, 76135, and hereinafter referred to as "PYRO SHOWS" and City of
Anna with its principle place of business located at III N. Powell Parkway, Anna, in the State of Texas, hereinafter referred to
as "Customer".
In consideration of the mutual promises and undertakings set forth herein, receipt of said consideration being
acknowledged, the parties hereby agree as follows:
I. FIREWORKS DISPLAY: PYRO SHOWS agrees to furnish to Customer a fireworks display, hereinafter referred to as "Show",
pursuant to the project/sales order #i•22 TX-06-25-C-29000-000106 and #22-TX-12-03-C-8000-000107 dated this 23r4 day of
March 2022, The Show will be given on the 25th day of June 2022 and the 3rd day of December 2022. Rain date/postponement
date: Mutually agreed u on date. This agreement offers two option years to be given on mutually agreeable dates in 2023 and
2024. Should Customer elect to defer any Show option, the Cancellation clause will apply to the affected Shows. Contract value
of this agreement (6 shows total, 3-18 minute shows and 3-8 minute shows) is $111,000 if all options are exercised.
11. CANCELLATION: PYRO SHOWS shall determine what weather conditions prohibit PYRO SHOWS from proceeding with the Show;
in which case, PYRO SHOWS agrees to present the Show on the following day or previously agreed upon postponement date. In
addition to contracted Show cost, Customer shall remit the actual additional expenses PYRO SHOWS shall Incur in presenting
the show on subsequent occasion to include labor, lodging, per diem, etc.; in no event shall these additional expenses be less
than ten percent (10%) of the contracted price of the Show. 1n the event the Shaw must be RESCHEDULED to a mutually agreed
upon date other that the previously agreed upon rain date, in addition to contracted Show cost, Customer shall remit the actual
additional expenses PYRO SHOWS shall Incur in presenting the Show on subsequent occasion to include labor, lodging, per diem
etc.; in no event shall these expenses be less than thirty percent (30%) of the contracted price of the Show. Should Customer
electto CANCELthe Showfor any reason.. Customer must provide PYRO SHOWS with a thirty (30) days' written notice by certified
mail, return receipt, to PYRO SHOWS' address as set forth above. Customer agrees that PYRO SHOWS shall incur substantial
expense in preparation for the Show and, accordingly, agrees to pay PYRO SHOWS fifty (50%) of the total contract price for the
show as liquidated damages for cancellation. If the Customer does not provide PYRO SNOWS with notice as set forth herein,
Customer shall pay PYRO SHOWS the entire amount or one hundred percent (100%) of the contract price for the Show as
liquidated damages.
III. SECURITY AREA: Customer agrees to furnish sufficient space for PYRO SHOWS to properly conduct the Show as determined by
NFPA 1123-2014 (hereinafter "Security Area"). Customer agrees to provide adequate security protection to preclude persons
unauthorized by PYRO SHOWS from entering the Security Area. For the purposes of the Agreement, "Unauthorized Persons"
shall mean anyone other than the employees of PYRO SHOWS or persons specifically designated in writing by the sponsor or the
Authority Having Jurisdiction (AHJ), and submitted and approved, to PYRO SHOWS prior to the event. Any expenses for security
or stand-by fire protection shall be the responsibility of the Customer.
1V. SITE CLEANUP: PYRO SHOWS shall be responsible for basic cleanup of the launch area to include policing of the fallout zone for
any unexploded ordnance and removal of all large paper debris, wood, wire, foil, racks, mortars and firing equipment used in
the setup for the show. Customer shall be responsible for cleanup of debris located in and around fallout zone.
V. INDEMNIFICATION AND HOLD HARMLESS: Customer agrees to hold PYRO SHOWS harmless from any damages caused to
Customer which result as a consequence of unauthorized persons entering the Security Area. Furthermore, Customer agrees to
defend and indemnify PYRO SHOWS from any and all claims brought against PYRO SHOWS for damages caused wholly or in part
by Unauthorized Person who have entered the Security Area. Notwithstanding any other provision of this agreement, PYRO
SHOWS and its successors and assigns hereby covenant and agree to release, defend, hold harmless, and indemnify Customer
and its officers, officials, agents, representatives, servants and employees (collectively, the "Released Parties") from and against
all third -party claims, suits, judgments, damages, and demands (together, "claims") against Customer or any of the Released
Parties, whether real or asserted including without limitation reasonable attorneys fees, related expenses, expert witness fees,
consultant fees, and other costs, arising out of the negligence or other wrongful conduct of PYRO, including the negligence of
Its employees, contractors, subcontractors, material men, and/or agents, arising from, related to, or in any manner in connection
with the Show.
Vl. AMENDMENT & ASSIGNMENT: This agreement is deemed personal and confidential to Customer, his heirs, executors and
administrators only, and may not be sold, assigned, amended, or transferred unless mutually agreed in writing by the parties.
Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach of this Agreement for Customer
to publicly disclose this Agreement under court order or if required by applicable law includingthe Texas Public Information Act.
VII. COMPLIANCE WITH THE LAWS AND REGULATIONS: Promptly upon the execution of this Agreement, Customer shall apply for
Page 1 of 3
PYRO
SHOWS).
the approval hereof to any agency, officer or authority of any government if such approval is required by any applicable law,
ordinance, code or regulation. Customer agrees to indemnify and hold harmless PYRO SHOWS from against all claims, suits, and
causes of action, demands, penalties, losses or damages which may arise or accrue because of the failure or neglect of customer
to obtain such approval. This Agreement is made expressly subject to and Customer expressly agrees to comply with and abide
by all applicable laws, ordinances, codes and regulations Insofar as the same may be applicable to the terms and conditions of
this Agreement, including all rules and regulations now existing or that may be promulgated under and in accordance with any
such law or laws.
VIII. PERMITS AND LICENSES: PYRO SHOWS shall process the necessary permits and licenses to enable PYRO SHOWS to perform fully
hereunder unless otherwise forbidden by any other applicable statute, rule or otherwise. It is hereby stipulated that this
Agreement is to be construed and governed bythe laws of the State of Texas, and any suit involving this contract shall be brought
in the Courts of Collin County in the State of Texas, and the Customer hereby submits itself to the jurisdiction of said Courts. For
Shows that include licensed music accompaniment, Customer agrees to verify with their organization, venue, sponsor, and/or
municipality, the permission to simulcast music and agrees to pay any and all fees associated with the broadcast of said music
in the public environment of the Show.
IX. LATE PAYMENT: PYRO SHOWS shall charge, and Customer agrees to pay, one- and one-half percent (1 1\2%) per month late
payment fee for each month until PYRO SHOWS is paid the amount set forth in Paragraph XIV herein. The staffed late payment
fee shall begin to run from the applicable date(s) established in Section XIV, unless this provision is prohibited by law.
X. ADVERTISEMENT AND PROMOTIONS: Customer agrees that when promoting fireworks performed by PYRO SHOWS OF TEXAS,
Customer will name PYRO SHOWS OF TEXAS as the fireworks provider in such promotional advertising media. Customer agrees
to allow PYRO SHOWS OF TEXAS to use Customer's name as Customer.
X.I. COMPLAINTS: In the event that Customer has a complaint concerning the Show, or any material or product used in or pursuant
to the Show, or of the conduct of the Show by PYRO SHOWS, or any act or omission of PYRO SHOWS or its agents, either directly
or indirectly, without limitation, Customer shall make complaint known to PYRO SHOWS in writing by certified mail to PYRO
SHOWS' address as set forth above, within ten (10) days after the date of the Show. In the event that Customer fails to register
any complaint in the time and in the manner specified, Customer agrees that it shall not claim such complaint as cause for an
offset or withhold any payment due to PYRO SHOWS hereunder on account of or because of such complaint or any matter arising
from, relating to or a consequence of the complaint. Furthermore, Customer agrees that should PYRO SHOWS have to collect
any amount due PYRO SHOWS hereunder which Customer claims as an offset or which is withheld by Customer on account of,
or because of, a complaint not registered with PYRO SHOWS in the time and in the manner specified herein, by law or through
an Attorney -at -Law, PYRO SHOWS shall be entitled to collect attorneys' fees In the amount of 15% of the amount owing PYRO
SHOWS or the maximum amount allowed by law, whichever is greater, along with all cost of collection.
XII. INSURANCE: Pyro Shows will provide General Liability Insurance and Automobile Liability in the amount of $10,000,000.00,
combined single limit, covering its activities and services In connection with the show described in this contract, Pyro Shows also
agrees to include Customer as additional Insured under the terms of this coverage. Pyro Shows, Inc, will provide a Certificate of
Insurance. All entities listed on the certificate as additional insured will be deemed an additional Insured per this contract. Such
insurance shall also cover any and all claims which might arise out of this Agreement, whether by Producer, Performer a
contractor, subcontractor, material man, or otherwise. Coverage must be on a "per occurrence" basis. All such insurance
shall: (i) be issued by a carrier which is rated "A 1" or better by A.M. Best's Key Rating Guide and licensed to do business in the
State of Texas; and (ii) name the `City of Anna, Texas" as an additional Insured and contain a waiver of subrogation endorsement
in favor of the City.
XIII. PAYMENT TERMS: City of Anna shall pay PYRO SHOWS $29,000 and $8,000 respectfully and is a political subdivision that is
exempt from sales tax and conditions set forth for presenting the Show. Customer shall submit a 50% deposit ($14,500 and
$4)000 respectfully) upon return of signed contract by April 22, 2022. Balance will be due in the PYRO SHOWS office prior to day
of the Shows.
XIV. TAXES: The City of Anna is a political subdivision that is exempt from the payment of sales tax.
XV. INDEPENDENT CONTRACTOR. PYRO SHOWS is executing this agreement as an independent contractors not as an employee of
the Customer and all services by PYRO SHOWS under this Agreement shall be provided as an independent contractor. Customer
shall not be responsible for payment of payroll taxes and charges under federal and local law. At no time shall Customer have any
control over or charge of PYRO SHOWS' services under this agreement or related work or undertakings, nor the means, methods,
techniques, sequences or procedures utilized for preparation for and conduct of the Show. This Agreement does not create a
joint enterprise or venture between the Customer and PYRO SHOWS OF TEXAS. This section will survive the termination of this
Agreement.
XVI. NOTICES. Any notice, submittal, payment or Instrument required or permitted bythisAgreementto be given or delivered to any
party shall be deemed to have been received when delivered personally or upon deposit of the same in any United States Post
Office, registered or certified mail, postage prepaid, addressed to the other party at the address first stated above. Any party may
change its address or addresses for delivery of notice by delivering written notice of such change of address to the other party.
Page 2 of 3
PYRo
slows ))
XVII. NO THIRD -PARTY BENEFICIARIES. Except as otherwise provided herein, this Agreement inures to the benefit of, and may only
be enforced by, the Parties. No other person or entity shall have any right, title, or interest under this Agreement or otherwise
be deemed to be a third -party beneficiary of this Agreement. Nothing in this Agreement shall be deemed to be a waiver of any
party's immunity from suit or liability.
XVIII. NON -WAIVER. Any failure by a Party to insist upon strict performance by the other Party of any material provision of this
Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict
performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except by writing signed
by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any
Party of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or
subsequent waiver of the same term or condition,
XIX. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original
and constitute one and the same instrument.
IMPORTANT: Checks must be made payable to PYRO SHOWS, INC.
All the terms and conditions set forth on any addendum attached to this Agreement are made part of this Agreement and
Incorporated by reference herein.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written.
PYRO SHO TEX , I C.
BYp M DATE: 44/13
)aimicik
Mich* E. Wald/ , its President
CUSTOMER "%° PAOrJ(M
- l Z--Z.-
BY. DATE.
Signatu-e Printed Name Title
WARRANTY EXCLUSIONS
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
No representation of affirmation of fact including but not limited to statement regarding capacity, suitability for use, or
performance of equipment or products shall be, or be deemed to be, a warranty by PYRO SHOWS for any purpose, nor give rise
to any liability or obligation of PYRO SHOWS whatsoever.
IN NO EVENT SHALL PYRO SHOWS BE LIABLE FOR ANY LOSS OF PROFITS OR OTHER ECONOMIC LOSS, INDIRECT,
SPECIAL, CONSEQUENTIAL, OR OTHER SIMILAR DAMAGES ARISING OUT OF ANY CLAIMED BREACH OF OBLIGATIONS
HEREUNDER.
Page 3 of 3