12612 DEC -4 P It 32 I - San Diego Reader

Andrew J. Cesare SBN: 76035
LAW OFFICES OF ANDREW J. CESARE
603 N. Highway 101, Suite F
Solana Beach, CA 92075
(858) 481-8200
FAX: (858) 481-6168
Attorneys for Plaintiff, SHOWTEC, INC.
C'" l FILED
CIVCILENBUS11 RA4ESS
D VISIONS 9
12612 DEC -4 P It 32 I
CLERK-SUPERIOR COURT
SAN DIEGO COUNTY. CA
SUPERIOR COURT OF THE STATE OF CALIFORNIA
SHOWTEC, INC., a California corporation,
V.
IN AND FOR THE COUNTY OF SAN DIEGO
Plaintiff,
CENTRAL BRANCH -
CASE NO. 37-2012-00086771 .C U-BC-CTL
COMPLAINT.FOR.BREACH-OF -
WRITTEN CONTRACT AND COMMON
COUNTS
EQUUSTRIA DEVELOPMENT, INC., a ) IMAGE FILE
California Corporation or Other Form of Entity; )
MARK R. REMLEY; and DOES 1-50, ) Unlimited: Over $25,000.00
inclusive, )
Defendants.
Plaintiff, SHOWTEC, INC., a California corporation, alleges:
1. Plaintiff, SHOWTEC, INC., is a California corporation, duly organized and qualified to do
business under the laws of the State of California, doing business in and with its principal office located
within the boundaries of the Central Judicial District of San Diego County, California.
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2. Plaintiff is informed and believes and thereon alleges that defendant EQUUSTRIA
DEVELOPMENT, INC. (hereinafter "Equustria") is a corporation, or other form ofentity, doing business
within the boundaries of the Central Judicial District of San Diego County, California.
3. Plaintiff is informed and believes that defendant MARK R. REMLEY (hereinafter "Remley"),
is an individual, residing in Solana Beach, San Diego County, California, and is the alter ego of defendant
Equustria.
4. Plaintiff is unaware of the true names and capacities of defendants sued herein as Does 1 to 50,
inclusive, and therefore sues these defendants by such fictitious names. Plaintiff will amend this
Complaint to allege their true names and capacities when ascertained. Plaintiff is informed and believes
and thereon alleges that each of the fictitiously-named defendants is responsible in some manner for the
occurrences alleged herein, and that Plaintiffs damages as herein alleged were proximately caused by
their conduct.
5. Plaintiff is informed and believes and thereon alleges that at all times herein mentioned,
defendants, and each of them, were the agents and employees of every other defendant, and each of them,
and in doing the things herein alleged were acting within the course and scope of such agency and with
the permission and consent of their co-defendants.
6. This action is not subject to Civil Code § 1812.10 or Civil Code §2984.4.
7. Plaintiff is informed and believes and thereon alleges that this court is the proper court because
a defendant entered into a contract here, because a defendant lived here when the contract was entered
into, because a defendant lives here now, because the contract was to be performed here, and because a
defendant is a corporation and its principal place of business is here.
8. Plaintiff is informed and believes that the relationship between defendant Equustria and Remley is
such that the Court should disregard the corporate entity of Equustria for all purposes. Plaintiff is
informed and believes that:
(a) Equustria was so dominated, influenced and controlled by Remley that it should
not be recognized as a separate legal entity;
(b) adherence to the fiction of the separate existence of defendant corporation
Equustria underthe circumstances of this case would sanction a fraud and promote
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Complaint

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an injustice;
(c) Equustria has been used as a mere shell and naked framework for individual and
corporate manipulations;
(d) the income and assets of Equustria have been diverted to the use of Remley;
(e) Equustria was inadequately capitalized;
(f) Equustria failed to abide by the formalities of corporate existence;
(g) Equustria is, and has been, insolvent;
(h) and other factors to be proven at trial.
FIRST CAUSE OF ACTION
(Breach of Written Contract against defendants Equustria and Remley)
9. On or about July 30, 2012, Plaintiff and Defendant Equustria entered into a written Production
Agreement ("Agreement") whereby Plaintiff agreed to provide event production services to Equuestria
in connection with Equustria's and Remley's ValitarNational Tour beginning at the Del Mar Fairgrounds
from September 2012 through January 2013, and continuing to 4 other cities and locations through
October 16, 2013. A true and correct copy of the Agreement dated July 30, 2012 is attached hereto and
made a part hereof as Exhibit A.
10. As a result of entering into the Agreement with defendant Equustria, Plaintiff leased and
otherwise obtained much of the equipment needed to perform the various production tasks required of
it by the Agreement.
11. Plaintiff has performed all conditions, covenants, and promises required by it on its part to be
performed in accordance with the terms and conditions of the Agreement.
12. On or about November 21, 2012, defendant Equustria breached the Agreement without notice
by cancelling the Valitar National Tour.
13. As a result of defendants breach of the Agreement, Plaintiff has suffered damages legally and
proximately caused by defendants breach of the Agreement in the sum of $1,081,084.20. Paragraph H
of the Agreement provides for interest at the rate of 1.5% per month on any outstanding balance and
Plaintiff is entitled to interest at that rate from the date of the breach.
14. The Agreement contains an attorney's fees clause at Paragraph P, and Plaintiff is also entitled to
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Complaint

ecover from defendant its reasonable attorneys fees, costs and disbursements incurred in this matter.
SECOND CAUSE OF ACTION
(Open Book Count against Defendants Equustria and Remley)
15. Plaintiff refers to Paragraphs I through 14 hereinabove, and hereby incorporates the same as
though fully set forth herein.
16. Within the last two years defendants Equustria and Remley and DOES 1 though 10, inclusive,
became indebted to Plaintiff on an open book account in the sum of $1,081,084.20 for money due
Plaintiff.
17. Neither the whole nor part of this sum has been paid, although demand therefor has been
made, and there is now due, owing and unpaid the sum of $1,081,084.20, which is the reasonable
value, with interest therein at the rate of 1.5% per month, or the maximum allowed by law, from
November 21, 2012.
THIRD CAUSE OF ACTION
- (Account Stated Count against Defendants Equustria and Reniley)
18. Plaintiff refers to Paragraphs 1 through 17 hereinabove, and hereby incorporates the same as
though fully set forth herein.
19. Within the last two years defendants Equustria and Remley and DOES 1 though 10, inclusive,
became indebted to Plaintiff because an account was stated in writing by and between Plaintiff and
defendants in which is was agreed that defendants were indebted to Plaintiff in the sum of
$1,081,084.20.
20. Neither the whole nor part of this sum has been paid, although demand therefor has been
made, and there is now due, owing and unpaid the sum of $1,081,084.20, which is the reasonable
value, with interest therein at the rate of 1.5% per month, or the maximum allowed by law, from
November 21, 2012.
FOURTH CAUSE OF ACTION
(Common Count for Work, Labor, Services and Materials Rendered against Defendants
Equustria and Remley)
21. Plaintiff refers to Paragraphs 1 through 20 hereinabove, and hereby incorporates the same as
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Complaint

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though fully set forth herein.
22. Within the last two years defendants Equustria and Remley and DOES I though 10, inclusive,
became indebted to Plaintiff for work, labor, services and materials rendered at the special instance
and request of defendants and for which defendants promised to pay Plaintiff in the sum of
$1,081,084.20.
23. Neither the whole nor part of this sum has been paid, although demand therefor has been
made, and there is now due, owing and unpaid the sum of $1,081,084.20, which is the reasonable
value, with interest therein at the rate of 1.5% per month, or the maximum allowed by law, from
November 21, 2012.
WHEREFORE Plaintiff prays judgment against Defendants, and each of them, as follows:
ON FIRST CAUSE OF ACTION:
1. For compensatory damages in the sum of $1,081,084.20;
2. For interest on the damages at the rate of 1.5% per month on the sum of $1,081,084.20
from and after November 21, 2012;
3. For reasonable attorney's fees according to proof,
ON SECOND, THIRD, AND FOURTH CAUSES OF ACTION:
4. For compensatory damages in the sum of $1,081,084.20;
5. For interest on the sum of $1,081,084.20 from and after November 21, 2012;
6. For reasonable attorney's fees according to proof;
ON ALL CAUSES OF ACTION:
7. For costs of suit herein incurred; and
8. For such other and further relief as the Court deems fair, just and equitable.
Dated: December 3, 2012
LAW OFFICES OF ANDREW J. CESARE
Andrew J. C e, Esq.
Attorneys for -Plaintiff, SHOWTEC, INC.
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STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
/ss.
VERIFICATION
I have read the foregoing COMPLAINT and know its contents.
q I am a party to this action. The matters stated in the foregoing document are true of my
own knowledge except as to this matters which are stated on information and belief, and as to those
matters, I believe them to be true.
I am the President of SHOWTEC, INC., a California corporation, a party to this action,
and am authorized to make this verification on its behalf, and I make this verification for that reason.
q I am informed and believe and on that ground allege that the matters stated in the foregoing
document are true. K The matters stated in the foregoing document are true of my own knowledge
except as to those matters which are stated on information and belief, and as to those matters I believe
them to be true.
q I am one of the attorneys for , a party to this action. Such party is absent
from the county where such attorneys have their offices, and I make this verification for and on behalf
of that party for that reason. I am informed and believe and on that ground allege that the matters
stated in the foregoing document are true.
Executed on December 3, 2012, at Solana Beach, California.
I declare under penalty of perjury under the laws of the State of California that the foregoing is
true and correct.
Jonathan Martin
[Print name of Signator]
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Complaint

EXHIBIT A
Copy of July 30, 2012 Agreement
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Complaint

Production Agreement
US Tour-Equipment Rental
07/30/2012
Client: Equustrla Development, Inc.
990 Highland Dr. #310
Solana Beach, CA 92075 Long Term Rental
858-342-7559
Contact: Mark Remley City Load In Load Out Ends
Email: markremley@equusfria.com Del Mar 09/24/2012 01/06/2013
Cell: 858-342-4647 City Two 01/25/2013 03/21/2013
Event: Valiar National Tour City Three 04/05/2013 05/30/2013
Venue: Del Mar Fairgrounds + 4 Cities City Four 06/14/2013 08/07/2013
Room: Main Parking Lot
Location: Del Mar. CA
City Five 08/23/2013 10/16/2013
LIGHTING
Theatrical lighting system to Include:
96-ETC ERS/PAR/PARNEL Fixtures
12-LED Automated Wash Units
6-Automated Spot Units
30-LED Color Blasts
2- Modular 1.2Kw Follow Spots
Work lights for Backstage tents
Dimmable House Lighting
Primary and Back Up controllers
Dimming
Distribution
Trussing and Motors provided by rigging contractor
All cable, hardware, and expendables for complete system
AUDIO
Professional PA for up to 2400 people to Include:
Distributed Stereo Mains
Subs/Rumble Boxes
Delays
Fold back
Playback Server
Digital Console
4 Wired Mics TBD
10 Wired 2 Channel intercom drops
4 Wireless Intercom Drops
Radio Intercom Bridge
ISO Transformer
All cable, hardware, and expendables for complete system
SNOwTCC. INC.
11070 COMMUNITY RD. , S.I. 250
Pogel of 3 P.W.I. CA 92064
Rel:13694 Agreement 055.699-9700 FAx• 655-609.1525
$ 19,440.00
$ 18,920.00
07130/2012 IMIID

VIDEO
9-Screen High Res Video playback package:
Each image will be approx.. 18' Wide x 24' HIgh
Projectors will be hung on custom mount brackets
9-15K Quad Lamp LCD XGA projectors
9- Lens Kits
9- Projection Rigging Kits
9- Channel Media Server Touring System
Routing and Distribution Package
Projector Electrical Distribution
Spare Projector
4 Spare Lamps
Dust Filter Kits
6 Backstage Cue/Monitoring Cameras for Stage Manager
All cable, hardware, and expendables for complete system $ 26,500.00
SPECIAL EFFECTS
Two Chemical Foggers -
Two Water Based Hazers
Support Fans
DMX/AC distribution
Two Low Smoke Generation Units (will require LN2)
Gas Distribution Manifold System
Fluids and expendables will be billed as used.
EVENT TOTALS
LIGHTING
AUDIO
VIDEO
SPECIAL EFFECTS
AGREEMENT TERMS:
$ 4,700.00
$ 19,440.00
$ 18,920.00
$ 26,500.00
$ 4,700.00
WEEKLY RENTAL TOTAL $ 69,560.00
Tour Stops Billable Weeks City Total
Del Mar 09/24/2012 01/06/2013 14 $ 973,840.00
City Two 01/25/2013 03/21/2013 8 $ 556,480.00
City Three 04/05/2013 05/30/2013 8 $ 556,480.00
City Four 06/14/2013 08/07/2013 8 $ 556,480.00
City Five 08/23/2013 10/16/2013 8 $ 556,480.00
GRAND TOTAL $ 3,199,760.00
Fist Installment of $ 278,240 will be due with agreement to confirm the package by 7/23/12
Second Installment of 278,240 will be due on I 1 /16/13
Weekly payments of $69,560 commence on 11 /19/12 and continue each Monday thrul 2/24/12
Weekly payments of $69,560 commence on 01 /21/13 and continue each Monday thru 03/11/13
Weekly payments of $69,560 commence on 04/01/13 and continue each Monday thru 05/20/13
Weekly payments of $69,560 commence on 06/10/13 and continue each Monday thru 07/29/13
Weekly payments of $69,560 commence on 08/19/13 and continue each Monday thrut 0/7/13
Custom Purchase Items will be due In advance when confirmed
All payment are to be made by wire transfer.
Equipment Transportation is not included
Equipment Storage is not included
6HOWTEC. INC.
Paget of3
1 1 B70 COMMUNITY RC.. SUITE 250
POWAY, CA 92064
Re113674AgroomentJM Old 850-679.9700 FAX: e5B-679-t525 07/30/2012 bili6P \v -

",,tract Parameters
n accesses m e available prior to setup time.
C. Any substantial changes in design Or schelc4ing may result in additional charges,
D. Client Is responsble for providing necessary power and rigging access at no cost to Showfes, Inc.
E Client is responsible for fumta g so necessary union requirement, as mandated by venue and event produart
F. Requested modifications on-siter M the event client makes modliafions to pcodudien agreement at the event
site, itwil be necessary for diems authorized agent to sign a Stow fee Ina change order
harthonstkr ; lbtng any and alt such modimtkos. Sthp Tea Inc. will use its best efforts
to accommodate to requested modflcaffons. If ShowTes, Inc. Is able to supply the services and
equipment requested, those modf5atlons will become part of, or supersede, the original production agreement
and will be added to the final billing.
G. Canceladm by client Considerable a perse Will be incurred by ShowTec. Inc upon commencement
of this contract pricing for this contract Is based an a ninlmum of 30 weeks and Includes a long-tens
discount Of 35%. Trterefare, should client cancel the event after contract signing or the schedule is
shortened to less than 30 weeks, the discounted 35% on contract amounts previously paid will be
rescinded and will become hnmeo'ately due and payable in addition to a onetime cancellation fee or $375,625.00
H. Client shall pay to Showrec, Inc. Interest at the rate of 1,5% per month on any outstanding balance
of the contract price IT payment is not made pursuant to the tams as provided In 'terms' herein.
1. AN parties to this production agreement hereby ackroaledge and agree that their mutual agreements contained
herein constitute suffldent consideration to muse this production agreement to be enforceable pursuant to
provisions of applicable contract law.
J. ShowTec. Ina shall be excused from performance If performance becomes impossible or
commercially Impractical because of.,
1. Federal, state or muniipal action, statute, ordinarce or regulation
2. Natural disasters, weather or ads of God
3. Strike or other labor stoppage. bomb threat or other trouble
0. Any oMermuse. contingency or drwmatance which materially prevents or
hinders the performance of a parry's obligations under this agreement
K. Client shall be responsible to ensue that adequate seedy Is provided for all equipment placed by
ShowTec, Ina at the venue at an times before, during and after the event and Client assumes full responsibility
for all loss or damage to equipment As a material Inducement for $hawfec, Inc, to enter into this contract
diem agrees to Indemnly and hold ShowTec, Inc. harmless from all Ic4udes. property damage, claims, losses,
judgements, attorneys fees. costs, fees and expenses arising from the Clients use of ShowTec's equipment
and the Intentional or negligent acts. errors or omisslensol their agents, guests. invitees. employees and/or
customers.
L ShowTec, Inc retains the right to take photos and video for its own promotional purposes.
M. The parties agree that the rights and responsibilities of to parties to this Agreement shall be governed by and
interpreted M aotadance with the law of the State of Caldorria to the exclusion of all choice of law rules which
might otherwise be applicable. Any legal proceeding of any nature brought by either party against the other
to enforce any right or obligation under this Agreement, or arising out of any matter pertaining to this
Agreement shall be submitted for trial, without jury. before the Superior Court of the State of Califomtt,
County of San Diego, San Diego Juddal District; or. If the Superior Court does not have Jurisdiction, then
before the United Stales District Court for the Southern District of California (San Diego Division); or neither
of such Court shall have Jurisdiction. then before any other Court sitting in San Diego County, California,
having subject matter jurisdkton. The parties consent and submit to the jatsdkdion of any such court and
agree to accept service for process outside the state of California in any matter to be submitted to any such
Court pursuant hereto, and expressly waive all fights to trial by jury regarding and such matter.
N. So tong as this agreement Is In fug force and etecl, client shag maintain broad form commercial general
liability Insurance, Including contractual liability, products liablity and completed operations. and business
eulomotive liability insurance. For the entire teem of this agreement, Client agrees to adequately Insure all
or ShwyRds equipment for damage andlor draft. and further agrees to make ShowTec an additional
insured In all such pclicy(ies).
0. ShowTec, Inc. will use its be st efforts to produce show quality that meets Cr exceeds Industry
standards. Client acknowledges that ShowTec Ina utilizes new techrcbgy and highly technical
equipment whits era subjedtoo asional malfunction. Client acixwMedges that in the event of an equipment
malfunction It woul d beextmely dlfnadl to asce Lain actual damages resulting therefrom. Client Oterefore
agrees that In to event of equipment malfunction. ShowTec, Ina's lability shall be limited to the
anal charge for the malhaiWonlng equipmentwhldt win either be credited to the client or refunded to Client
in the sole discretion of ShowTec Inc
P. In the event any suit, action arbitydon, mediation or proceedings arise from orarebased upon this agreement
the prevailing party shall be entitled to recover their reasonable attorneys fees, costs and disbersemems.
Q The parties agree to all tents and conditions contained herein
R. This agreement Is personal toJM parties and cannot be assigned or transferred vitiout the wtten consent of
both pates
is oUtAe•.senc ,thisagreement
SMowtcc. INo.
I laip CCMMunn'Y Ru. . SuITC Zap
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Production Staffing Agreement- Del Mar
7/27/2012
Client: Equustria Development, Inc.
990 Highland Dr. #310
Solana Beach, CA 92075
Phone: 858-342-7559
Contact: Mark Remley
Email: markremley@equustdo.com
Cell: 858-342-4647
Event: Volitar National Tour
Venue: Del Mar Fairgrounds + 4 Cities
Room: Main Parking Lot
Location: Del Mar. CA
Scope of work to include:
Production Design
Technical Direction
Pre Production
Programming/Rehearsals
Training
Opening Support
Load Out
Tentative Pre Production Schedule:
Week 1 Week 5 Week 9
Pre Rig 9/24/12 - Mon Tour Tech Training: 10/22/12 - Mon Load out: 1/1/13-Tue
Pre Rig 9/25/12-Tue Tour Tech Training: 10/23/12-Tue Load out: 1/2113 - Wed
Pre Rig 9/26/12 - Wed Tour Tech Training: 10/24/12 - Wed Load out: 1/3/13 - Thu
Pre Rig 9/27/12-Thu Tour Tech Training: 10/25/12-Thu Load out: 1/4/13-Fri
Pre Rip 9/28/12-Fri Tour Tech Training: 10/26/12-Fri Load out: 1/5/13 - Sat
Pre Rig 9/29/12 - Sat Tour Tech Training: 10/27/12-Sat Load out: 1/6/13 - Sun
Week 2 Week 6
Load in: 10/1/12-Mon Tech Rehearsals: 10/29/12 - Mon
Lood in: 10/2/12 - Tue Tech Rehearsals: 10/30/12 - Tue
Load in: 10/3/12 - Wed Tech Rehearsals: 10/31/12 - Wed
Load in: 10/4/12-Thu Tech Rehearsals: 11/1/12-Thu
Load in: 10/5/12 - Fri Tech Rehearsals: 11 /2/12 - Fri
Load in: 10/6/12-Sat Tech Rehearsals: 11/3/12-Sat
Week 3 Week 7
Test and Adjust: 10/8/12 - Mon Rehearsals: 11 /5/12 - Mon
Test and Adjust: 10/9/12-Tue Rehearsals: 11/6/12-Tue
Test and Adjust: 10/10/12-Wed Rehearsals: 11/7/12-Wed
Test and Adjust: 10/11/12-Thu Rehearsals: 11/8/12-Thu
Test and Adjust: 10/12/12-Fri Rehearsals: It/9/12-Fri
Test and Adjust: 10/13/12-Sat Rehearsals: 11/10/12-Sat
Week 4 Weeka
Programing: 10/15/12-Man Dress Rehearsals: 11/12/12-Mon
Programing: 10/I6/12-Tue Dress Rehearsals: 11/13/12-Tue
Programing: 10/17/12- Wed Preview: 11/14/12-Wed
Programing: 10/18/12-Thu Preview: 11/15/12-Thu
Programing: 10/19/12 - Fri Opening Night: 11/16/12-Fri
Programing: 10/20112 - Sat
ShawTec. Inc
11870 Cavnunlry Rd.. Suite 250
Pogel of 4 Poway, CA 92064
Rel. 13695 Agreemenlafv 858.679-9700 Fax: 858-679-1625 7/22/2012 1 t'0, _

Y Lighting DeSTAFF signer for.
Four- Six Day Weeks
Lighting Technician/Programmer for.
Nine-Six Day Weeks
AUDIO STAFF
Al Audio Engineer for.
Nine- Six Day Weeks
VIDEO STAFF
Video Programmer/Engineer for.
Nine- Six Day Week!
Projectionist for.
Nine- Six Day Week!
SCENERY STAFF
Scenic Designer for:
Two- Six Day Week.,
Lead Carpenter for.
Nine- Six Day Week!
EFFECTS STAFF
Lead Technician for.
Nine- Six Day Weeks
PRODUCTION EXPENSES
Projection Design
Lighting Design
Sound Design
Effects Design
CAD Fees
Rendering Fees
Pre Production
Tour Packaging and Documentatior
$ 48,420.00
$ 42,720.00
$ 69,120.00
$ 36,300.00
$ 31,860.00
$ 43,500.00
$howtee, Inc
11870 Canmunily Rd.. Sufte 250
Paget of 4 Poway, CA 92064
Ret 16?5 Apeemcntyyz 658-679.9700 Fu 658679-1525 7/27/2012 INI1CI.

of ecMrfert----_ ---
Nine- Six Day Weeks
LOCAL LABOR
Local Labor for.
Non Union Local Stage Hands for
16 Hands at 30 Hours Load in
16 Hands at 20 Hours Load Out
TRUCKING
Round Trip Trucking to Del Mai
EVENT TOTALS
LIGHTING STAFF
AUDIO STAFF
VIDEO STAFF
SCENERY STAFF
EFFECTS STAFF
PRODUCTION EXPENSES
PRODUCTION STAFF
LOCAL LABOR
TRUCKING
$ 40,500.00
$ 36,800.00
$ 2,500.00
$ 48,420.00
$ 42,120.00
$ 69,120.00
$ 36,300.00
$ 31,860.00
$ 43,500.00
$ 40,500.00
$ 36,800.00
$ 2,500.00
GRAND TOTAL $ 351,120.00
AGREEMENT TERMS: 35% deposit due at lime of signed agreement no laterthan: 8/1/12
25% deposit due at time of signed agreement no later than: 9/1/12
25% deposit due at time of signed agreement no later than: 10/1/12
Balance Due with any changes 11/17/12
Labor Is estimated at 10 hours per day
Additional labor will be billed as Incurred
OT rates may apply between the hours of 12midnlght and Sam
Does not Include any venue related power, fire watch, rigging, or audio patch charges
Client to provide adequate security for all equipment on site
Staff Meals may be required
Lodging Is not Included
Travel is not Included
Per Diem Is not Included
Ground Transportation is not Included
ShowT

O actP,aram^ters,^
uustria Development. Inc
8"y: Mark Remloy
Pegex of a
9W-13i95 A ;reemeN.xtu
nt1ss respo s)ble for acquking an Permits needed.
S. Client Is responsible for having event area cleared and building accesses made available odor to setup time.
C. Any substantial changes In design or scheduling may result In additional charges.
D. Client is responsible for providing necessary power and rigging access at no cost to ShowTec, Inc
F Client Is responsible forfulnllrg all necessary union requirements as mandated by venue and event producers.
F. Requested notifications on-site: In the event dientmakes modificat ons to production agreement al the event
site, it will be necessary for c5ent'a arah'orized agent to sign a ShowTeo, Inc. change order
authorization, listing any and an such modifications. ShowTea Inc. will use its best efforts
to accommodate the requested mod7cations. If ShowTec. Ina Is able to supply the services and
equipment requested, Blase modifications will become part of, or Supersede, the original production agreement
and win be added to the One[ toning.
0. Cancelation by Sent: Considerable expense will be Incurred by ShowTec. Inc upon commencement
of this conbect. Pricing for this contract Is based on a minimum of 30 weeks and includes a long-tens
dismount of 35%. Therefore, should diem cancel the event after contract slgn(ng or the schedule Is
shortened to less than 3D weeks, the discounted 35% on contract amounts previously paid will be
rescinded and will become Immediately due and payable.
H. Client shell pay to ShowTec Inc Interest at the rate of 1.5% per month on any outstanding balance
of the contract prim if payment Is not made pursuant to the terms as provided in 'leans' herein.
1. All parties to this production agreement hereby acknowledge and agree that their mutual agreements contained
herein constitute sufficient consideration to cause this production agreement to be enforceable pursuant to
provisions of applicable contract law.
J. ShowTec, Inc. shall be excused from performance B performance becomes impossible or
commercially Impractical because of:
1. Federal, state or municipal action, stalute, ordinance or regulation
2. Natural disasters, weather or acts of God
3. Strike o other labor stoppage. bomb threat or other trouble
4. Any other muse, contingency or circumstance which materially prevents or
hinders the performance of a parry's obligations under lens agreement.
K Client shag be responsible to ensure that adequate security Is provided for all equipment placed by
ShowTec, Ina at the venue in all times, before, dung and after the event and Client assumes full responsibility
for all lass or damage to equipment. As a material Inducement for ShowTec Inc. to enter Into this contract, Client
agrees to Indemnify and hold ShowTec, Inc harmless from all injuries, property damage, claims, losses,
judgments, attorney's fees, costs, fees and expenses arising from Client's use of ShowTec'a equipment and the
Intentional or negligent eels, egos or emissions of their agents, guests. Invitees, employees end/or customers.
L. ShowTee. Ina retains the right to take photos and video for Its own promodonal purposes.
M. The panes agree that the rights and responsibilities of the parties to this Agreement shall be governed by and
Interpreted In accordance with the law of the State of California to the exclusion of all choice of law cola which
might otherwise be applicable. Any legal proceeding of any nature brought by either party against the other
to enforce any right or obligation under this Agreement or arising out of any matter pertaining to this
Agreement shell be submitted for trial, Without jury. before the Superior Court of the State of Catiromia.
County of San Diego, San Diego Judicial DsMct or, Bthe Superior Court does not have jurisdiction, men
before the United States District Court for the Southard District of California (San Diego Division); or neither
of such Court shall have jurisdiction, than before any other Court sitting In San Diego County, California,
having subject matter jurisdiction. The parties cement and submit to the jurisdiction of any such court and
agree to accept service for process outside the State of Cailfomia in any matter to be submitted to any such
Court pursuant hereto, and expressly waive all rights to trial by jury regarding and such matter.
N. So long as this agreement Is In fun form and effect, client shall maintain broad farm commercial general
liability Insurance, Including contractual lability, products liability and completed operations, and business
automotive ilaMTily Insurance. For the entire term of this agreement, Client agrees to adequately Insure an
of Showier s equipment for damage and/or melt, and funkier agrees to make ShowTec an additional
Insured In all such polled les).
0. ShowTeo, Inc will use its best efforts to produce show quality that meets or exceeds Industry
standards. Client admmviedges that ShowTec. Inc- utilizes new technology and highly technical
equipment which are subject to occasional malfuncon. Client acknowledges that In the event of an equipment
malfunction it would be extremely difgMtto ascertain actual damages resulting therefrom. Client therefore
agrees that In the event of equipment malfunction, ShowTec, Inns liability that be limited to the
actual charge for the malfunctioning equipment which wit either be credited to the client or refunded to client
In the ads discretion of Showl'ec, Inc.
P. In the event any suit, action arbitration. mediation or proceedings vise from or are based upon this agreement,
the prevailing party shall be entitled to recoverthetr reasonable attorneys Fees, costs and disbursements.
Q, The panes agree to as tonne and conditions contained herein
R. This agreement Is personal to the parties and cannot be assigned or transferred wnwtfl the written consent of
both parties
S. Time is of me essence in this agreement.
ShowTec. Inc
11870 Community Rd.. Suite 250
Povay, CA 92064
858.679-9700 Fec85a.579.1525 7/27/2012 hind: _-