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HomeMy WebLinkAboutItem 13 - Drone ShowMEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: BRUNO RUMBELOW, CITY MANAGER MEETING DATE: SEPTEMBER 15, 2026 SUBJECT: PURCHASE OF A DRONE LIGHT SHOW FOR THE 2026 MERRY AND BRIGHT CHRISTMAS DRONE SHOW RECOMMENDATION: City Council to consider approval for the purchase of a drone light show for the Merry and Bright Christmas Drone Show from Sky Elements, LLC for the Parks and Recreation Department. FUNDING SOURCE: Funds are available in the General Fund (Parks), Special Revenue Fund, and the CVB Fund for an estimated amount of $55,140. BACKGROUND: This request is for the professional services and equipment necessary to produce the Merry & Bright Drone Show as part of the Christmas Capital of Texas& The City of Grapevine will host the drone show on Monday, December 7, 2026, on the north end of Main Street, marking the sixth year the City has offered a holiday drone show. In the first several years, two shows were held on Saturdays in December. The shows were later moved to Monday evenings to increase visitation on a day that typically has lower attendance than weekends. The show location has also changed over the years based on attendance, pedestrian traffic, parking availability, and viewing areas. For 2026, the two shows will be combined into one larger show. Based on previous attendance and pedestrian traffic, the north end of Main Street was selected to provide better parking access and viewing opportunities along Main Street. Combining the two shows into one larger production also provides an opportunity to enhance the overall guest experience. Rather than presenting a sequence of individual holiday images, the 2026 Merry & Bright Drone Show will use a larger drone fleet to create a cohesive, narrated holiday story, with drone formations progressing alongside the narration. Three quotes were received for the 2026 show. Sky Elements provided the lowest quote and has the most experience producing drone shows in Grapevine. This procurement will be made in accordance with Local Government Code Chapter 252, Subchapter B, § 252.022. General Exemptions (a) (4), personal, professional, or planning services. Staff recommends approval. (SkyElements This Agreement is made and entered into as of the date of the first signature below (the "Effective Date"), by and between Sky Elements, LLC, a Texas limited liability company, whose address is 820 W Sandy Lake Drive, Coppell, TX 75019 ("Sky Elements"), and "Sky Elements" and Citv 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: 1. Drone Display(s): Sky Elements agrees to furnish 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(s): 12/7/2026 Drone Count: 600 Display(s) Location: 108 W Northwest Hwy, Grapevine, TX 75061 2. Payment Terms. Customer shall pay Sky Elements S 55.140 Customer shall submit a 45% deposit on October 7', 2026. The balance remaining for each display(s) will be paid to Sky Elements after the execution of the Display. Customer shall pay the Invoice bywire transfer, ACH, check, or credit card with 3.5% service fee. Late payments are subject to a 6% annual interest charge on outstanding balances more than 10 days past due. 3. Safety. The performance of the Display(s) will start at the agreed upon time(s) if the launch site is secure and the conditions are safe to proceed as determined by Sky Elements in its sole discretion. The Parties agree that should unsafe conditions arise during the performance of the Display(s), as determined by Sky Elements in its sole discretion, Sky Elements' Pilot in Command ("PIC") may halt the display. The PIC may resume the Display(s) if the PIC determines that safe conditions are restored. Should safety not be able to reach an acceptable level there shall be no refund or other adjustments. 4. Statement of Compliance. Sky Elements complies with federal aviation law. In connection with these obligations, Sky Elements hereby represents and warrants to Customer that Sky Elements is obligated by federal aviation law to conduct all aerial operations within the limitations stated in Federal Aviation Administration Waiver No: 107W-2025-00682 including any subsequent revisions, renewals, updates, amendments or any other waivers, exemptions, or authorizations Sky Elements or its employees are authorized to perform under ("Waiver"). Customer represents that nothing in this Agreement shall obligate Sky Elements to exceed or violate the terms of the Waiver. Should Customer make a request that would violate the Waiver, Sky Elements shall notify Customer of such violation, and if Customer persists in such request, it shall be considered a material breach of this Agreement. Sky Elements shall have the right to immediately terminate this Agreement and retain all fees paid if Customer commits such material breach. Drone Display Agreement — Custom Display v090224 Page 1 of 8 5. Customer's Obligations. a) Customer shall be solely and entirely responsible for the following obligations: i) Obtaining all necessary permissions from property owners, controllers, or authorized representatives required for the performance of the Display(s) at least seven days before the performance of the Display(s). ii) Obtaining all necessary permits required by local governmental agencies (excluding FAA) at least seven days before the performance of the Display(s). iii) Maintaining a safe operating area from which the Sky Elements crew will work, uninterrupted. iv) Securing the area of operation to ensure only individuals necessary to the operation ("Participating Persons") are allowed in the area of flight operations as designated by Sky Elements. v) Ensuring that only Participating Persons will be permitted within the perimeter of 100 feet from the area of primary flying. vi) Ensuring that none of the Customer's employees, contractors, or representatives are operating a drone within 2500 feet of the Display(s) location during the performance of the Display, without prior approval by Sky Elements. b) Customer, and its employees, representatives, and agents, must respond promptly to any Sky Elements request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Sky Elements to perform the Display(s) in accordance with the requirements of this Agreement. c) If Sky Elements' performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or its employees, representatives, and agents, Sky Elements shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, losses, damages (whether direct, indirect, consequential, or incidental), or expenses sustained or incurred by Customer, in each case, if arising directly or indirectly from such prevention or delay. 6. Cancellation. a) If Sky Elements is unable to perform the Display(s) due to (i) the Parties inability to obtain the requisite permissions to perform the Display(s), (ii) the illness, injury, or death of its employees or personnel who are intended to pilot and coordinate the Display(s), (iii) or due to the damage or destruction of Sky Elements' equipment during transit to the location of the Display(s) (each, an "Unforeseen Event"), and to the extent such Unforeseen Event was not directly caused by Sky Elements or its personnel, Sky Elements may cancel the Display(s) and Drone Display Agreement — Custom Display v090224 Page 2 of 8 any of its obligations under this Agreement by providing Customer notice as soon as reasonably possible before the Display(s). If a cancellation under this Section 6(a) is required, Sky Elements will provide Customer a refund of any amounts Customer paid to Sky Elements at the time of cancellation within ninety days of the cancelation. Sky Elements shall retain any and all reasonable expenses already incurred in preparation for the Display(s) including but not limited to show choreography and design. b) If Customer cancels this Agreement more than 30 days before the scheduled date of the Display(s), the cancellation fee will be 50% of the full Invoice price regardless of whether such fees and expenses are incurred and regardless of whether other external conditions would have prevented the Display(s) from moving forward as scheduled. c) If Customer cancels this agreement less than 30 days, but more than 72 hours before the scheduled date of the Display(s), the cancellation fee will be 75% of the full Invoice price regardless of whether such fees and expenses are incurred and regardless of whether other external conditions would have prevented the operations from moving forward as scheduled. d) If Customer cancels this agreement less than 72 hours before the scheduled date of the Display(s), the Customer shall pay Sky Elements the total amount of the Invoice, regardless of whether such fees and expenses are incurred and regardless of whether other external conditions would have prevented the operations from moving forward as scheduled. 7. Indemnification. a) Customer shall defend, indemnify, and hold harmless Sky Elements, its agents, employees, heirs, representatives, successors, and assigns from and against any costs, losses, claims, liabilities, fines, expenses, penalties, and damages (including reasonable legal fees) in connection with or resulting from: 1) Any inaccuracy in any representation or breach of any warranty made by Customer under this Agreement; 2) Customer's gross negligence or willful misconduct in performing any of its obligations under this Agreement; 3) A material breach by Customer of any of its representations, warranties, covenants, or agreements under this Agreement; or 4) Any third -party claim based on, resulting from, or arising out of Customer's conduct under this Agreement. b) Sky Elements shall defend, indemnify, and hold harmless the Customer, its agents, employees, heirs, representatives, successors, and assigns from and against any costs, losses, claims, liabilities, fines, expenses, penalties, and damages (including reasonable legal fees) in connection with or resulting from: 1) Any inaccuracy in any representation or breach of any warranty made by Sky Elements under this Agreement; 2) Sky Elements' gross negligence or willful misconduct in performing any of its obligations under this Agreement; 3) A material breach by Sky Elements of any of its representations, warranties, covenants, or agreements under this Agreement; or 4) Any third -party claim based on, resulting from, or arising out of Sky Elements' conduct under this Agreement. 8. Relationshiv of the Parties. The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct the details and manner of the completion of the Display(s). Nothing in this Agreement Drone Display Agreement — Custom Display v090224 Page 3 of 8 shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to Agreement for or bind the other Party. 9. Intellectual Property. All intellectual property rights, including images, text, graphics, film, audio, audiovisual works, copyrights, patents, patent disclosures, inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, drone show choreography, flight patterns and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, "Intellectual Property Rights") in and to the Display(s), work product, and other materials that are delivered to or for Customer under this Agreement shall be owned by Sky Elements. 10. Confidential Information. a) Confidential Information disclosed by either Party shall be used by the receiving Party solely for the purposes authorized by this Agreement, unless otherwise approved in advance and in writing by the disclosing Party. b) If the receiving Party is legally obliged to disclose any of the Confidential Information, the receiving Party shall immediately notify the disclosing Party in writing so that the disclosing Party may seek a protective order or other appropriate remedy or waive compliance with the terms of this Agreement, at the disclosing Party's sole discretion. c) Under this Agreement, "Confidential Information" includes, but is not limited to, Sky Elements' operating procedures, operations manuals, drone show choreography, flight patterns, technical specifications, pricing information, and any documents marked "Confidential." d) The Parties shall be entitled to injunctive relief for any violation of this Section. 11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be the same agreement. A signed copy of this Agreement delivered by facsimile, email, DocuSign, Adobe Sign, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. 12. Waiver. No waiver of any right, remedy, power, or privilege under this Agreement ("Right") is effective unless in writing signed by the Party charged with such waiver. No failure to exercise, or delay in exercising, any Right operates as a waiver thereof. No single or partial exercise of any Right precludes any other or further exercise thereof or the exercise of any other Right. 13. Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written or oral understandings, agreements, representations, and warranties with respect to such subject matter. the Parties may not amend this Agreement except by written instrument signed by the Parties. 14. Amendment & Assi ng ment. This Agreement may not be sold, assigned, amended, or transferred without the prior written consent of either Party. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is Drone Display Agreement — Custom Display v090224 Page 4 of 8 signed by an authorized representative of each party. 15. Successors and Assigns. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns. 16. No Third -Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall grant to any other person or entity any legal or equitable right, benefit, or remedy of any nature under or because of this Agreement. 17. Force Maieure. If for any reason beyond its reasonable control, whether foreseeable or unforeseeable, including, but not limited to, strikes, labor disputes, accidents, government requisitions, acts of war, acts of God, epidemic, pandemic, governmental restrictions, weather conditions (including but not limited to wind, rain, or lightning), or other similar events that would make the event impractical, unsafe, or impossible, the Parties agree Customer's sole remedy is to transfer the display date subject to Sky Element's availability within 12 months of the original display date. In no event will Sky Elements be liable for any damages, including, but not limited to consequential damages. 18. Choice of Law. Each party agrees that any legal action to enforce or defend with respect to this Agreement (a "Legal Action") shall be brought only in the District Court of the State of Texas in Tarrant County. Each party further accepts for itself, and in respect of its property, generally and unconditionally, the exclusive jurisdiction of that court with respect to any Legal Action and irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non convenience, which it may now or hereafter have to the bringing of any Legal Action in that jurisdiction and venue. 19. Form of Written Notice. Each Party shall deliver all communications in writing either in person, by certified or registered mail, return receipt requested and postage prepaid, by facsimile or email (with confirmation of transmission), or by recognized overnight courier service, and addressed to the other Party at the addresses that the receiving Party may designate from time to time in accordance with this Section. 20. Severability. If any provision or portion of this Agreement is found to be invalid, unlawful or unenforceable to any extent, such provision of this Agreement will be enforced to the fullest extent permissible by applicable law so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect. Upon such determination that any term or other provision of this Agreement is invalid, unlawful, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement to affect the original intent of the Parties as closely as possible in a mutually acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 21. FAA Anorovals and Authorizations. Sky Elements shall use commercially reasonable efforts to obtain all necessary Federal Aviation Administration (FAA) approvals and authorizations to enable Sky Elements to perform fully hereunder, including airspace authorization needed for the Display(s). Customer acknowledges that such approvals are at the discretion of the FAA and delays or denials by the FAA shall not constitute a breach of this Agreement by Sky Elements. Drone Display Agreement — Custom Display v090224 Page 5 of 8 22. Representation and Warranty. a) Sky Elements represents and warrants to Customer that it shall perform the Display using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, subject to weather conditions and other factors outside of Sky Elements' reasonable control and shall devote adequate resources to meet its obligations under this Agreement. b) In the event of a materially defective Display, being a display that is performed material different than the rendering or missing more than fifteen percent of the drones in the Display(s), Sky Elements shall, in its sole discretion, either: i) Reperform the Display(s) at a mutual agreed upon date; or ii) Credit or refund the price of the Display at the pro rata Agreement rate. c) The remedies set forth in this section shall be Customer's sole and exclusive remedy and Sky Elements entire liability for any breach of the limited warranty set forth in this section. d) Except for the warranty set forth above, Sky Elements makes no warranty related to its services, including any (a) warranty of fitness for a particular purpose; (b) warranty of title; or (c) warranty against infringement of intellectual property rights of a third party, whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise. 23. Insurance: Sky Elements will maintain the following insurance coverages in connection with the Display(s) described in this Agreement. 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, limited to the Display(s) specified in this Agreement. Sky Elements will provide a Certificate of Insurance. All entities listed on the certificate will be deemed an additional insured per this Agreement. 24. Electronic Signatures. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. 25. Marketing Materials. Should Sky Elements provide marketing collateral, including but not limited to images, videos, mockups, or other such marketing materials to Customer. Subject to the terms and conditions of this Agreement, Sky Elements hereby grants Customer "Licensee" a non-exclusive, non -transferable, revocable, limited license to use the Licensed Material solely for the purpose of promoting the specific upcoming Sky Elements drone show within a period Drone Display Agreement — Custom Display v090224 Page 6 of 8 of six months from the Effective Date of this Agreement or the Show Date, whichever is greater. All rights not expressly granted by Sky Elements are reserved. No other use is granted. Licensee shall not modify, alter, distribute, sublicense, sell, or create derivative works based on the Licensed Material without prior written consent from Sky Elements. Licensee shall maintain the integrity of the Licensed Material and shall not use it in a manner that discredits or tarnishes the reputation of Sky Elements. Sky Elements retains all copyrights and intellectual property rights to the Licensed Material. Any rights not expressly granted herein are reserved by Sky Elements. 26. Survival. Subject to the limitations and other provisions of this Agreement: (a) the representations and warranties of the Parties contained herein will survive the expiration or earlier termination of this Agreement for 12 months after such expiration or termination; and (b) Section 10 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, shall survive for a period of 24 months after such expiration or termination of this Agreement. 27. Notices. All notices required under this Agreement shall be in writing, signed by the party delivering such notice, and delivered to the respective addresses set forth below by overnight courier, first-class mail with return receipt requested, or by email with confirmation of receipt from the receiving party. Sky Elements ATTN: Preston Ward nreston(i�skvelementsdrones. com (817) 538-3207 820 W Sandy Lake Rd. Suite 200 Coppell, TX 75019 Customer: All notices shall be effective upon receipt if sent by overnight mail, or three days after deposited via U.S. mail. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written. Drone Display Agreement — Custom Display v090224 Page 7 of 8 SKY ELEMENTS, LLC Preston Ward, Manager / General Counsel CUSTOMER BY: Printed Name: Company: Title: Date: Date: Drone Display Agreement — Custom Display v090224 Page 8 of 8