HomeMy WebLinkAboutItem 17 - Drone Light ShowITEM #17
Drone Display Contract – Custom Display Page 1 of 3
This Agreement is made this the _10th_ day of __May__2024, by and between Sky Elements, LLC, a
Texas limited liability company, whose address is 3819 Rufe Snow Drive Ste 203, North Richland Hills, TX
76180, and hereinafter referred to as “Sky Elements” and _ City of Grapevine_ _, hereinafter referred to as
Customer.” Sky Elements is in the business of providing drone display services, and Customer desires to
have Sky Elements provide drone display services at Customer’s event(s). The parties therefore agree as
follows:
DRONE DISPLAY(S): Sky Elements agrees to furnish to Customer with drone display services, hereinafter
referred to as “Display(s)” The Display(s) will be conducted in accordance with the following specifications:
Display Date 1: 12/02/2024
Number of Drones in Display 1: 400
Display 1 Location: 108 W Northwest Hwy, Grapevine, TX 76051
Display Date 2: 12/09/2024
Number of Drones in Display 2: 400
Display 2 Location: 1027 S Main St Grapevine, TX 76051
PAYMENT TERMS: Customer shall pay Sky Elements _$80,000__ Customer shall submit a 50% deposit of
display 1 upon execution of this contract. The balance remaining for each display will be paid to Sky Elements
the day prior to the display.
SHOW DESIGN WORKFLOW: The drone display(s) design process is as follows:
1. Storyboard Process: Sky Elements shall create a storyboard of Customer approved images. The storyboard
contains rough sketches or images, or screen captures of all scenes and action notes, which describe the layout
of the animations. Sky Elements shall send the storyboard to Customer for feedback and suggestions. Sky
Elements will modify the storyboard in accordance with the Customer feedback. Images and order of shapes
can be changed for no additional fee during the storyboard process.
2. Show Programing and Animation: After completion of the storyboard process, Sky Elements shall begin
the drone show design and animation process in accordance with the storyboard. After the animation and
editing process, Sky Elements shall compile each sequence and render a video to Customer. Adjustments to
shapes and images will be completed in accordance with Customer’s suggestions. Changes to order of
animations or substitution of images not yet animated will result in a $5,000 reanimation fee.
3. Final Delivery: Sky Elements will perform the drone display(s) at Customer’s Event.
SECURE AREA: Customer agrees to furnish sufficient space for Sky Elements to properly conduct each
Display as determined by the FAA (hereinafter “Secure Area"). For the purposes of the Agreement,
Unauthorized Persons" shall mean anyone other than the employees of Sky Elements or persons specifically
designated in writing by Customer or the FAA.
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Drone Display Contract – Custom Display Page 2 of 3
INDEMNIFICATION AND HOLD HARMLESS: To the extent authorized by Texas law, Customer
agrees to hold Sky Elements harmless from any damages caused to Customer which results as a consequence
of unauthorized persons entering the Secure Area. Furthermore, Customer agrees to defend and indemnify
Sky Elements from any and all claims brought against Sky Elements for damages caused wholly or in part by
Unauthorized Person who have entered the Secure Area.
AMENDMENT & ASSIGNMENT: This agreement may not be sold, assigned, amended, or transferred
without the prior written consent of Sky Elements.
FORCE MAJEURE. If for any reason beyond its control including, but not limited to, strikes, labor disputes,
accidents, government requisitions, acts of war, acts of God, epidemic, pandemic, governmental restrictions,
or other similar events that would make the event impractical or impossible, the Parties agree Customer’s sole
remedy is to transfer the display date subject to Sky Element’s availability. In no event will Sky Elements be
liable for any damages, including, but not limited to consequential damages.
PERMITS AND APPROVALS: Sky Elements shall obtain all necessary Federal Aviation Administration
FAA) approvals and permits to enable Sky Elements to perform fully hereunder, including airspace
authorization needed for the Display(s). The client shall be responsible for obtaining and payment of all required
local city permits, coordinating with local police, managing road closures, and arranging for necessary
barricades.
JURISDICTION AND VENUE. It is hereby stipulated that this Agreement is governed by the laws of the
State of Texas, and any suit involving this Contract shall be brought in Tarrant County, Texas. For Display(s)
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 Display(s).
INSURANCE: Sky Elements will maintain the following insurance coverages in connection with the
Display(s) described in this contract.
Commercial General Liability: $1,000,000
Automobile Liability: $1,000,000
Umbrella: $10,000,000
Workers Compensation: $1,000,000
Aviation Liability: $5,000,000
Sky Elements also agrees to include Customer as additional insured under the terms of this coverage. Sky
Elements will provide a Certificate of Insurance. All entities listed on the certificate will be deemed an
additional Insured per this contract.
CANCELLATION: Sky Elements shall determine what weather conditions, safety, or security concerns
prohibit Sky Elements from proceeding with the Display(s); in the case of weather conditions, Sky Elements
agrees to conduct the Display(s) on a mutually agreed upon rain/postponement date within one year from the
original event date. Should Sky Elements be unable to perform the Display(s) at the Event due to safety
concerns, security concerns, or in the case of cancellation by the customer, Sky Elements shall be entitled to
33% of the contract price for each of the workflow processes completed. For example, if Sky Elements has
completed the Show Programming workflow, Sky Elements shall be entitled to 66% of the
display price (33% for Storyboard, 33% for Show Programing and Animation). Final delivery is deemed to have
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occurred upon Sky Elements’ arrival at the display location on the display date. Customer also acknowledges
that damages corresponding to lost opportunity by reason of cancellation are inherently difficult to calculate,
and that the liquidated damages amounts set forth above are a reasonable attempt to measure and liquidate
those highly speculative damages.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first
above written.
SKY ELEMENTS, LLC
BY: Date:
Preston Ward, Manager / General Counsel
CUSTOMER
BY: Date:
Printed Name:
Company:
Title:
ITEM #17