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HomeMy WebLinkAboutC-8107-1 - Grant Agreement - Pyrotechnics Display 2016G LA GRANT AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND NEWPORT DUNES MARINA, LLC This Grant Agreement ("Agreement") is entered into this `i: day of June, 2016 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and NEWPORT DUNES MARINA, LLC, a California limited liability company located at 1131 Back Bay Drive, Newport Beach, California 92660 ("Grantee"). City and Grantee are at times individually referred to as "Party" and collectively as "Parties" herein. RECITALS A. It is the policy of the City Council that the City's budget specifically allow the City Council to direct revenue towards non-profit agencies, community groups, community events, or enhancement projects with worthy projects or programs which the City Council deems beneficial to resident's quality of life. B. Grantee requested a grant from the City for co-sponsorship of the annual Fourth of July fireworks event ("Grant Proposal"). C. On March 9, 1998, the City Council adopted Council Policy B-12, finding that the fireworks display is enjoyed by the citizens as a community and family event. D. On May 26, 2015, the City Council approved budgeting funds between $20,000 and $40,000 for the City's annual fireworks event. E. The City Manager has approved a grant in the amount of Thirty Thousand Dollars and 00/100 ($30,000.00) ("Grant Funds") to Grantee pursuant to certain conditions regarding expenditure, reporting, and accounting requirements. NOW, THEREFORE, the Parties agree as follows: 1. GRANT 1.1. City awards to Grantee Grant Funds in the amount of Thirty Thousand Dollars and 00/100 ($30,000.00) as requested by Grantee in the Grant Proposal attached hereto as Exhibit A and incorporated herein by reference, or such other amount as authorized by the City Council. Exhibit A, including the "Production Agreement" therein, is attached solely for reference purposes and in no way does its attachment hereto signify City's approval of its terms or create a partnership or other joint venture between City and either or both of the parties to such Exhibit A. 1.2. Grant Funds shall be disbursed by City to Grantee as follows (select one): ® At the time of execution of this Agreement. 2. TERM The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until December 31, 2016, unless terminated earlier as provided herein. 3. RESTRICTIONS ON USE OF FUNDS 3.1.The Grant Funds are subject to the following expenditure conditions ("Approved Uses"): 3.1.1. The Grant Funds shall be expended solely for the purposes provided in Exhibit A; 3.1.2. Pursuant to Council Policy B-12, Grantee shall ensure that City residents shall have free access to the event at which the Grant Funds are expended, with the exception of parking fees; 3.1.3. Pursuant to Council Policy B-12, Grantee shall ensure that the City is recognized as a co-sponsor of the event in all publicity and promotional materials for the fireworks display; and 3.1.4. The Grant Funds shall not be used for any activity that would violate City, state or federal statutory or decisional law such as regulations affecting non- profit or tax exempt organizations exempt from taxation pursuant to Section 501(c)(3) of the Internal Revenue Code. 3.2. Grantee further warrants to City that the Grant Funds will be spent solely for the Approved Uses and the Grant Funds shall be used by Grantee during this Agreement's term otherwise the Grant Funds shall be returned to City, as provided in Section 5 below. 4. REPORTING AND ACCOUNTING REQUIREMENTS 4.1.At all times during the term of this Agreement, Grantee shall maintain true, proper, and complete books, records, and accounts (collectively, "Books and Records") in which shall be entered fully and accurately all transactions taken with respect to the operations of Grantee under the Grant Proposal and the expenditure of the Grant Funds. Grantee shall maintain the Books and Records in accordance with Generally Accepted Accounting Principles. 4.2. If the Grantee has been audited by an independent auditor or has been the subject of a compliance audit/examination by a grantee or regulatory agency during the past three years, audit reports and management letters indicating compliance violations, fraud, illegal acts, material weaknesses in internal control structure or reportable conditions, in connection with such audits shall be delivered to the City thirty (30) days prior to the effective date of this agreement. If no audits or events as described above have occurred during this period, the Grantee shall provide City a written assertion that no audits or similar examinations have occurred during the three (3) year period and an assertion NEWPORT DUNES MARINA, LLC Page 2 that the Grantee is not aware of any events or conditions, described above, or other information that might reasonable impact City's decision to fund the grant as requested. 4.3. City reserves the right to designate its own employee representative(s) or its contracted representative(s) with a Certified Public Accounting firm who shall have the right to audit Grantee's accounting procedures and internal controls of Grantee's financial systems as they relate to the Grant Proposal and to examine any cost, revenue, payment, claim, other records or supporting documentation resulting from any items set forth in this Agreement. Any such audit(s) shall be undertaken by City or its representative(s) at mutually agreed upon reasonable times and in conformance with generally accepted auditing standards. Grantee agrees to fully cooperate with any such audit(s). 4.4.This right to audit shall extend during the length of this Agreement and for a period of three (3) years or longer, if required by law, following the date of any Grant Funds tendered under this Agreement. Grantee agrees to retain all necessary record sldocumentation for the entire length of this audit period. 4.5. Grantee shall, upon conclusion of the event, furnish the City with a Balance Sheet and Income Statement describing the receipt and disbursement activities of Grantee with respect to the Grant Funds. In its sole and absolute discretion the City may also require Grantee to submit: (i) quarterly check registers and descriptions of each disbursement; (ii) budget -to -actual -results; and (iii) a statement of position describing the assets and liabilities associated with the Grant event. All reports, including a post -event evaluation, shall be due to the City no later than forty-five (45) days following the conclusion of the event. In the event that an independent audit is conducted, Grantee shall forward a copy of the audited report to the City for review, including any Management Letter, Report on Internal Controls, or Reportable Conditions letter generated during the course of the audit. 4.6. Grantee agrees to exercise prudent financial management processes including proper oversight of all assets, budget preparation, and timely reporting including budget -to -actual -comparisons. 4.7.AII Approved Uses shall be performed by Grantee or under Grantee's supervision. Grantee represents that it possesses the professional and technical skills required to perform the services required by this Agreement, and that it will perform all services with a standard of care and in a manner commensurate with the community professional standards. 4.8. If Grantee has supported Political Action Committees(s) (PACs) during the past three (3) years, the Grantee shall hire an independent auditor to perform limited, agreed-upon testwork procedures to provide City assurance that City sponsored event profits did not subsidize the funding of Political Action Committees (PACs) and event proceeds were adequately segregated from funds used to support PACs. Agreed upon procedures may include a review of a detail list of the past three (3) years of PAC contributions and expenditures, including: NEWPORT DUNES MARINA, LLC Page 3 a. An identifying donor number, date and amount of each reported contribution; and b. A detail of expenditures sufficient enough to determine that the expenditures were solely for PAC -related expenses; and c. Any retained earnings or fund balance at the end of each fiscal year. Substantive documentation for the contribution and expenditure should be available upon request. City shall approve the agreed-upon testwork procedures prior to the commencement of fieldwork. 5. USE OF GRANT FUNDS The Grant Funds shall be used solely by Grantee for the Approved Uses and for no other use. In the event that the Grant Funds are not used for the Approved Uses or are not expended by or before December 31, 2016, Grantee shall notify the City in writing, and shall be obligated to return the Grant Funds to City within thirty (30) days. 6. INDEMNIFICATION 6.1. To the fullest extent permitted by law, Grantee shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to this Agreement (including the negligent and/or willful acts, errors and/or omissions of Grantee, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 6.2. Notwithstanding the foregoing, nothing herein shall be construed to require Grantee to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Grantee. 7. INSURANCE Without limiting Grantee's indemnification of City, and prior to commencement of the Approved Uses of the Grant Funds, Grantee shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described NEWPORT DUNES MARINA, LLC Page 4 in the Insurance Requirements attached hereto as Exhibit B, and incorporated herein by reference. 8. GRANTEE INDEPENDENCE In the performance of this Agreement, the Grantee, and the agents and employees of Grantee, shall act in an independent capacity and are not officers, employees or agents of the City. The manner and means of performing the Approved Uses are under the control of Grantee, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Grantee or any of Grantee's employees or agents, to be the agents or employees of City. Grantee shall have the responsibility for and control over the means of performing the Approved Uses, provided that Grantee is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Grantee as to the details of the performance or to exercise a measure of control over Grantee shall mean only that Grantee shall follow the desires of City with respect to the results of the Approved Uses. 9. PROHIBITION AGAINST TRANSFERS Grantee shall not assign, sublease, hypothecate or transfer this Agreement or any of the services to be performed under this Agreement, directly or indirectly, by operation of law or otherwise without prior written consent of City. Any attempt to do so without written consent of City shall be null and void. 10. NOTICES 10.1. All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the third business day after the deposit thereof in the United States mail, postage prepaid, first class mail, addressed as hereinafter provided. 10.2. All notices, demands, requests or approvals from Grantee to City shall be addressed to the City at: Attn: City Manager City of Newport Beach 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658-8915 10.3. All notices, demands, requests or approvals from City to Grantee shall be addressed to Grantee at: Attn: Andrew Theodorou NEWPORT DUNES MARINA, LLC 1131 Back Bay Drive Newport Beach, CA 92660 NEWPORT DUNES MARINA, LLC Page 5 11.TERMINATION 11.1. Termination for Cause. Grantee shall be in default if Grantee fails or refuses to perform any duty required by the Agreement or performs in a manner inconsistent with the terms, conditions and restrictions in this Agreement. In such event, City shall give Grantee, thirty (30) days written notice to cure, if the default can be cured and City shall be entitled to terminate this Agreement if Grantee has not cured the default within the thirty (30) day cure period. City shall be entitled to immediately terminate this Agreement if the default cannot be cured through corrective action. If terminated for cause, Grant Funds shall be returned to the City pursuant to Section 5. This Agreement is made on an annual basis, and as such is subject to non -renewal at its termination. 11.2. Termination without Cause. City may terminate this Agreement at anytime with or without cause upon seven (7) days written notice to Grantee, any remaining Grant Funds in Grantee's possession at the time of termination shall be returned to City pursuant to Section 5. 11.3. Specific Performance. Grantee agrees that the City has the legal right, and all necessary conditions have been satisfied, to specifically enforce Grantee's obligations pursuant to this Agreement. 12. STANDARD PROVISIONS 12.1. Recitals. City and Grantee acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 12.2. Compliance With all Laws. Grantee shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. 12.3. Waiver. A waiver by either Party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 12.4. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 12.5. Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Grant Proposal or any other attachments attached hereto, the terms of this Agreement shall govern. 12.6. Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against NEWPORT DUNES MARINA, LLC Page 6 either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 12.7. Amendments. This Agreement may be modified or amended only by a written document executed by both Grantee and City and approved as to form by the City Attorney. 12.8. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 12.9. Controlling Law And Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 12.10. Equal Opportunity Employment. Grantee represents that it is an equal opportunity employer and it shall not discriminate against any contractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age or any other impermissible basis under law. 12.11. No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 12.12. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [SIGNATURES ON NEXT PAGE] NEWPORT DUNES MARINA, LLC Page 7 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: o l X01/k r- Aaron C. Harp ~uMOWMIl a City Attorney ATTEST: I Date: c By: ' Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: By: �— Dav ff City Manager GRANTEE: NEWPORT DUNES MARINA, LLC, a California limited liability company Date: (-,--2 - t (, Second Street Group GP, LLC, California limited liability company Date: Signed in Counterpart Bv: Barry Cayton, Manager Alta Group GP, LLC, a California limited liability company Attachments: Exhibit A - Grant Proposal Exhibit B - Insurance Requirements [END OF SIGNATURES] NEWPORT DUNES MARINA, LLCC-- Page 8 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: By: Aaron C. Harp uM o(o)wf1Q City Attorney ATTEST: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: By. l� Dave iff City Manager GRANTEE: NEWPORT DUNES MARINA, LLC, a California limited liability company Date: Bv: Ezra Kest, Manager Second Street Group GP, LLC, a California limited liability company G- zci - Ib Barry Cayton,Manbag Alta Group GP, LLC, liability company Attachments: Exhibit A — Grant Proposal Exhibit B — Insurance Requirements [END OF SIGNATURES] California limited NEWPORT DUNES MARINA, LLC Page 8 EXHIBIT A GRANT PROPOSAL NEWPORT DUNES MARINA, LLC Page A-1 Pyrotechnic Proposal for - i A July 04, 2016 February 2, 2016 Newport Dunes Andrew Theodorou 1131 Back Bay Drive Newport Beach, CA 92660 Dear Mr. Theodorou, Pyro Spectaculars, Inc. is happy to provide our pyrotechnic proposal for your July 04, 2016 event. The following proposal outlines your custom designed Sky Concert" titled "We the People...." It is itemized in the product synopsis as Program "A" for the amount of $30,000.00. The various fireworks elements provided are prepared to shoot from Newport Dunes Waterfront Resort for approximately 18-20 minutes. Our full service program includes music production and choreography, the services of licensed pyrotechnic operator, specialized crew, an electronic firing system, and safety equipment used for support and protection. The price also includes insurance coverage, sales tax and delivery. To help ensure public safety, we work directly with the local fire authority while we apply for all the necessary fire department and other fireworks related permits. Our winning combination of products, people and production capabilities help produce the safest fireworks entertainment package possible. Your organization will be responsible for payment of all Fire Department permit fees and/or standby firemen fees, if any. The Fire Department may bill you directly for any additional standby fees for inspections. Your organization will also be responsible for providing the display location and all necessary security for the display site. Enclosed you will find a Product Synopsis, Production Agreement for signature and Scope of Work. Please have one copy of this fully executed agreement returned to our office by April 04, 2016 along with your deposit and applicable fire department fees. Please take the time to review this proposal in detail. If you wish to discuss any changes in your program or need more information, please call either myself or your Customer Service Representative Maria Barajas at (909) 355-8120 ext. 231. Sincerely, PY O SPECTACULARS, INC /CULARS, IN AV Sales Manager JM/mc Enclosures Pyro Spectaculars, Inc. P.O. Box 2329 • Rialto, CA 92377 • Phone: (909) 355-8120 or (888) 477-PYRO • Fax: (909) 355-9813 Proposal Outline Product Synopsis Choreography and the Sky ConcertTM The World of Pyro Spectaculars, Inc. at your Service Commitment from the President Production Agreement and Scope of Work Product Synopsis • Pyrotechnic Proposal PROGRAM A - July 04, 2016 $30,000.00 Main Bodv - Aerial Shells Description Quantity ♦ 3" Sky Concert Selections 150 Shots ♦ 4" Sky Concert Selections 75 Shots ♦ 5" Sky Concert Selections 65 Shots Total of Main Body - Aerial Shells 290 Pyrotechnic Devices Description Quantity ♦ Sousa Platinum Line Custom Multishot Device 500 Shots ♦ Sousa Diamond Line Custom Multishot Device 1500 Shots ♦ Sousa Emerald Line Custom Multishot Device 600 Shots ♦ Sousa Pearl Line Custom Multishot Device 800 Shots Total of Pyrotechnic Devices 3,400 Grand Finale Description Quantity ♦ 3" Sky Concert Bombardment Shells 240 ♦ 4" Sky Concert Bombardment Shells 60 ♦ 5" Sky Concert Bombardment Shells 15 Total of Grand Finale 315 Grand Total 4,005 Choreography the PYRO WAY What is a Sky ConcertTM? There is a fine distinction between a fireworks display accompanied to music and fireworks choreographed to music. Our specialty is the latter and for nearly 30 years we have continued to perfect this technique. With the use of electronic and now computerized firing systems, we have transformed ancient fireworks into an artistic story of "oos" and "ahs' where we harmonize the fireworks to a musical score. This is our famed Sky Concert'". Pyro Spectaculars pioneered the discipline of pyro musical displays in 1976 while celebrating our nation's bi-centennial. This art form took years to master and the results have positioned us as the world's top designer of fireworks choreography. We strive to engage the audience emotionally by selecting a musical theme. For instance, "Patriotism" is the theme for the 4`h of July. We then structure the story with an Opening Fanfare, four or five scenes with musical tempo changes and finish with an impressionable grand finale song. Product selection and timing is the "PYRO WAY." with the use of computer technology, we are able to digitally script our shows to the musical time line. We deliberately add effects that have the emotional, tempo or audible characteristics of the music itself. These are called "Fireworks Tableaus" How does it work? Execution of this art form takes great involvement from every facet of the company. During our quality testing, we collect timing data for each product we import. The timing and performance data from these tests become the pallet our Show Producers use to paint the sky. It usually takes one hour per song to perfectly design the various tableaus presented in one Sky Concert'". Once the show is designed, the producer creates a cue sheet. This is where the shells are numbered in their firing sequence to the music timeline. The next step is also very time consuming for our packing team. Each shell gets the cue number hand written on it prior to being placed in the shipping carton. Next, our sound engineer adds an audible cue track with those numbers to the music CD that will play on show night. On the show site our technicians carefully arrange the mortars according to the cue sheet and wire the shells to the firing system by its written cue number. During the show, the operator will listen to the cues on the CD and fires the cue as the number is heard. WOW! This is how we get the "Happy Face" shell to burst its smile exactly to the first note of Pharrel Williams' song titled Happy. There is no substitution for show choreography. Better is better in this case and there is no competitor with the capability to produce this level of fireworks entertainment at affordable prices. Choreography is not possible without the use of electronic firing systems and precision comes from having each shell with its own electronic match. Anything else is fireworks to music, not a Sky Concert'". The World of Pyro Spectaculars at your Service! Explosive Entertainment For all types of events Full Service Productions Products & Effects Creative Show Design Music and Theme Selection Permit Applications Insurance and Licensing Set up and delivery Value Added Services In -House Digital Recording Studio State of the Art Equipment 24 hour Support Staff Pyro University Safety and Training Courses Fire Department Liaison Sky Concerts'"' SOUSA'" Fireworks Brand Indoor Stage /Close Proximity Pyro Custom Logos Propane Effects Cryogenics Confetti and Streamers Consultation Services Pyro-Program Development Display Site Surveys Innovative Product Development Safety Analysis Our Commitment FROM THE DESK OF J 50t -3A PRESIDENT AND CEO At the heart of every Pyro Spectaculars, Inc. show there is a five generation heritage of the Souza Family. We have been committed to the highest standards of safety, showmanship, and satisfaction for each of our customers. Your audience expects the best from you... and I am pleased to offer my personal commitment to ensure that they will be thrilled with your fireworks show... and that you will never have to "worry" about any aspect of our business, professional, pyrotechnic, or performance relationship. Along with the finest fireworks team in the industry, I pledge to you my personal support. Pyro Spectaculars is local, safe, cost-effective, creative, resourceful... the right choice for your fireworks show. I am personally committed to ensuring that our local experience of excellence for over one hundred years will give you the finest show possible at any price. You deserve the "Pyro Spec Experience!" Thank you. We look forward to serving you... with Pride! i Pyro Spectaculars, Inc. Newport Dunes P.O. Box 2329 Program A Rialto, CA 92377 July 04, 2016 Tel: 909-355-8120:::: Fax: 909-355-9813 Page I o[4 PRODUCTION AGREEMENT This agreement ("Agreement") is made this day of _.20 16 by and between Pyro Spectaculars, Inc„ a Cali fomia corporation, hereinafter referred to as ("PYRO"), and Newport Dunes, hereinafter referred to as ("CLIENT"). PYRO and CLIENT are sometimes referred to as "Party" or collectively as "Parties" herein. I. Eneaeenrenl - CLIENT hereby engages PYRO to provide to CLIENT one fireworks production ("Production"), and PYRO accepts such engagement upon all of the promises, 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 pyrntechnicians, 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 (his Agreement as though set forth fully herein. 1.2 CLIENT Duties —CLIENT shall provide to PYRO a suitable site ("Site') for the Production, security for the Site as set 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, recess, use, control, parking and general safely with respect to the public, CLIENT personnel and other contractors. 2. Time and Place - The Production shall take place on July 04. 2016, at approximately 9.00 P,RI., at Newm,rl Dunes: 1131 Rack Ray Drive, Nenhnrrt Rearh, CA, Site. 3. Pecs. Inleresl.:nr,] Expenses - 3.1 Fee - CUNT agrees to pay PYRO a fee of $30.000,00 USD (FIORT-Y THOUSAND DOLLARS) ("Fee') for the Production. CLIENT shall pay to PYRO $I5,EW0.00 USD (171TEEN THOUSAND DOLLARS) of the Fee plus estimated permit and standby fees, specified production costs, and other regulatory costs approximated at7$ 7X.00 OR an amount to be determined, for a total of $15,778.00, as a deposit ("Deposit') upon the execution of this Agreement by both parties but no later than April 04. 2016 The balance of the Fee shall be paid no later than July 05, 2016. CLIENT authorizes PYRO to receive and verify credit and financial information concerning CLIENT from any agency, person or entity 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 1.5% interest per month or 18% annually 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' feu. 3.3 BMIMsus — PYRO shall pay all normal expenses directly related to the Production including freight, insurance as outlined, pyrotechnic products, pyrotechnic equipment, experienced pyrelechnic 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. Pronriemry Rights - PYRO represents and warrants that it owns all copyrights, including performance rights, to this Production, except that PYRO does not own CUNT -owned material or third -party -owned material that has been included in the Production, and as to such CLIENT -owned and third -party - owned material, CLIF_NTassumes full responsibility therefore. CLIENT agrees that PYRO shall main 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 -parry -owned material and shall not be responsible in any way for such material. If applicable, CLIENT concerns to the use of CLIFNT-owned material and represents that it has or will obtain any permission from appropriate third parties sufficient to authorize public exhibition of any such material in connection with this Production. PYRO reserves the ownership rights in its trade names that are used in or ale a product of the Production. Any reproduction by sound, video or other duplication or recording process without the express written permission of PYRO is prohibited. 5. Safety - PYRO and CLIENT shall each comply with applicable federal, state and local laws and regulations and employ safety programs and measures consistent with recognized applicable industry standards and practices. At all times before and during to Production, it shall he within PYRO's sole discretion to determine whether or not the Production may be safely discharged or continued. It shall not constitute a breach of this Agreement by PYRO for fireworks to fail or malfunction, or for PYRO to determine ilat the Production cannot be discharged or continued as a result of any conditions or circumstances affecting safely 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 hrom entering an area to be designated by PYRO as the area for the set-up and discharge of the Production, including a fallout area satisfactory to PYRO where the pyrotechnics may safely rise and any debris may safely fall. PYRO shall have mi responsibility for monitoring ur 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. Clamnuu - PYRO shall be responsible for rte 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 pray be required of the Production or set-up, discharge and fallout areas including any environmental clean-up. PS V 1-2e Pyro Spectaculars, Inc. P.O. Box 2329 Rialto, CA 92377 Tel: 909-355-8120:::: Fax: 909-355-9813 Newport Dunes Program A July 04, 2016 Page 2 of 4 S. Permits - PYRO agrees to apply for permits for the firing of pyrotechnics only from the NEWPORT BEACH FIRE DEPAR-rMENT, FAA, and USCG, if required CLIENT shall be responsible for any fees associated with these permits including standby fees. CLIENT shall be responsible forobtaining any other necessary permits, paying associated fees, and making other appropriate arrangements for Police Departments, other Fire Departments, mad closures, event/activity or land use permits or any permission or permit required by any Local, Regional, State or Federal Government. 9. Insurance - PYRO shall at all times during the perfommnce 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 reasnrable inspection by CLIENT. Certificates of Insurance evidencing the required general liability coverage shall be famished 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, Indemnificalion - PYRO represents and warrants 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 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 act or omission of PYRO, their officers, agents, contractors, providers, of 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 to, attorney and other professional fees and court casts 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 CLIENT, its officers, agents, contractors, providers, or employees. In no event shall either party be liable for the consequential damages of the other party. 11. Limitation of Ikmwees for Ordinary Breach - 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 has breached this Agreement n was otherwise negligent 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 Madeure -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 date, 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 the 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 sans as provided in Paragraph 14, based upon when the Production is canceled. 13. RexehednRne Of Event - If CLIENT elects 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 date 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 dale 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 shalt not be rescheduled between June 15th and July 15th unless the original date was July 4th of that sine 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. Riehl To 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 following percentages of the Fee as set forth in Paragraph 3.1, 1) 50% if cancellation occurs 30 to 90 days prior to the scheduled date, 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 beimpractical orextremely difficult to fix actual amount of PYRO's damages, The foregoing represents a reasonable estimate of the damages PYRO will suffer if CLIENT cancels the Production. 15. No Unt Venture -It is agreed, nothing in this Agreement or in PYRO's performance of 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 separate debts and obligations and neither Party shall be held responsible fur any agreements or obligations not expressly provided for herein. 16. Applicable taw -This Agreement and the rights and obligations of the Parties hereunder shall be construed in accordance with the laws of California. It is further agreed that rine Central Judicial District of San Bernardino County, California, shall be proper venue for any such action. In the event that the scope of the Production is reduced by authorities having jurisdiction m by either Pony for safety concerns, the full dollar amounts outlined in this Agreement are enforceable 17 Not - Any Notice to the Parties permitted or required under this Agreement may be given by mailing such Notice in the United States Mail, postage prepaid. first class, addressed as follows: PYRO— Pyro Spectaculars, Inc., P.O. Box 2329, Rialto, Cali fermia, 92377, or for overnight delivery to 3196 N. Locust Avenue. Rialto, California 92377. CLIENT--Nmvra n Owie w 1131 Back Bay Drive Ngwnmt Beach CA 92660 PS V I -2e Pyro Spectaculars, Inc. P.O. Box 2329 Rialto, CA 92377 Tel: 909-355-8120 :::: Fax: 909-355-9813 Newport Dunes Program A July 04, 2016 Page 3 of 4 18. Modification of Terms— All terms of the Agreement am in writing and 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 terns of written Agreement only. 19. Severahilily— If there is more than one CLIENT, they shall bejointly and severally responsible to perform CLIENT's obligations under this Agreement. This Agreement shall become effecd ve 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 an 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 delivered to PYRO on or before the PRICE FIRM dam 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 Agreement shall be void. PRICE FIRM through April 04, 2016 EXECUTED AGREEMENT MUST BE DELIVERED TO PYRO BY THIS DATE, See PRICE FIRM conditions, paragraph 20, above. EXECUTED as of the date first written above: PYRO SPECTACULARS, INC. Y' Its: President SHOW PRODUCER: Jeff Martin Newport Dunes By: Print Name Pyre Spectaculars, Inc. Newport Dunes P.O. Box 2329 Program A Rialto, CA 92377 July 04, 2016 Tel: 909-355-8120:::: Fax: 909-355-9813 Page 4 of 4 SCOPE OF WORK PYRO SPECTACULARS, INC. ("PYRO") and Newport Dunes ("CLIENT') Pyro shall provide the following goods and services to CLIENT: • One Pyro Spectaculars, Inc., Production on .lulu 04, 21116, at approximately 9:00 P.M. at Newport Dunes; 1131 [lack Bay Drive, Newport Beach. • 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 as set forth in the Agreement with the following limits: Insurance Reauirentents 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 Hired Autos (Bodily Injury & Property Damage) Workers' Comnensation Statutory Employer Liability $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, lents, equipment storage, hazmat storage, electrical power, fire suppression equipment, access to worksites, necessary credentialing, etc., will be required as necessary.. ?S V I -2e EXHIBIT B INSURANCE REQUIREMENTS 1. Provision of Insurance. Without limiting Grantee's indemnification of City, and prior to commencement of the Approved Uses for Grant Funds, Grantee shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Grantee agrees to provide insurance in accordance with requirements set forth here. If Grantee uses existing coverage to comply and that coverage does not meet these requirements, Grantee agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. General Liability Insurance. Grantee shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) combined single limit — each occurrence (bodily injury and property damage). The policy shall cover liability arising from premises, property, operations, personal, bodily, and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Grantee performs the Approved Used contemplated by this Agreement or shall specifically allow Grantee or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Grantee hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, NEWPORT DUNES MARINA, LLC Page B-1 volunteers, employees and any person or entity owning or otherwise in legal control of the property upon which Grantee performs the Approved Uses contemplated by this Agreement shall be included as insureds under such policies. The City of Newport Beach and Newport Beach Fire Department shall be named additional insureds on the required insurance policies of Pyro Spectaculars, per the requirements in the Newport Dunes agreement with Pyro Spectaculars. Commercial General Liability of not less than $5,000,000 (five million dollars) per occurrence and $10,000,000 (ten million dollars) general aggregate; Business Auto Liability — Owned, Non -Owned and Hired Autos of not less than $5,000,000 (five million dollars) Combined Single Limit — Each Occurrence (Bodily Injury & Property Damage); and Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) per occurrence. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self- insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Grantee shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of the Approved Uses. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Grantee sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Grantee, City and Grantee may renegotiate Grantee's compensation. C. Enforcement of Agreement Provisions. Grantee acknowledges and agrees that any actual or alleged failure on the part of City to inform Grantee of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. NEWPORT DUNES MARINA, LLC Page B-2 D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Grantee maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Grantee. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Grantee or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Grantee's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Grantee or reimbursed by Grantee upon demand. G. Timely Notice of Claims. Grantee shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Grantee's Approved Uses under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Grantee's Insurance. Grantee shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Approved Uses. NEWPORT DUNES MARINA, LLC Page B-3 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 6/6/16 Dept./Contact Received From: Mary Locey Date Completed: 6/20/16 Sent to: Mary Locey By: Alicia Company/Person required to have certificate: Newport Dunes Marina LLC Type of contract: All Others I. GENERAL LIABILITY EFFECTIVE/EXPIRATION DATE: 8/18/15-8/18/16 A. INSURANCE COMPANY: Travelers Indemnity Company of CT B. AM BEST RATING (A-: VII or greater): A++:XV C. ADMITTED Company (Must be California Admitted): Is Company admitted in California? E Yes ❑ No D. LIMITS (Must be $1 M or greater): What is limit provided? 1,000,000/5,000,000 E. ADDITIONAL INSURED ENDORSEMENT— please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does F. not apply to Waste Haulers or Recreation) ❑ Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND ❑ Yes ❑ No G. COMPLETED OPERATIONS ENDORSEMENT (completed ❑ Yes E No H. Operations status does not apply to Waste Haulers) ❑ Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ❑ Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ❑ Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes E No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): E N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ NIA E Yes ❑ No H. AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: Not Provided A. INSURANCE COMPANY: Travelers Property Casualty Insurance B. AM BEST RATING (A-: VII or greater) A++:XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? E Yes ❑ No D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) N/A F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste Haulers only): E NIA ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes E No H. NOTICE OF CANCELLATION: 0 N/A 121 Yes 0 No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: Not Provided A. INSURANCE COMPANY: B. AM BEST RATING (A-: VII or greater): C. ADMITTED Company (Must be California Admitted): D. WORKERS' COMPENSATION LIMIT: Statutory E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) F. WAIVER OF SUBROGATION (To include): Is it included? G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: H. NOTICE OF CANCELLATION: ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY V POLLUTION LIABILITY V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: 6/20. Agent of Alliant Insurance Services Date Broker of record for the City of Newport Beach ❑ Yes ❑ No ❑ Yes ❑ No ❑ Yes [:]No ® N/A ❑ Yes ❑ No ❑ NIA ® Yes ❑ No ® NIA ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _; Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: Risk Management Date * Subject to the terms of the contract.