Laguna Niguel City Council
January 20, 2026

To:

FROM:

DATE:

SUBJECT:

CITY OF LAGUNA NIGUEL

CITY COUNCIL AGENDA ITEM
Honorable Mayor and Council Members
Jonathon Harmon, Parks and Recreation Director
January 20, 2026
Approval of Agreement for Professional Services with Drone Studios

RECOMMENDATION
Staff recommends the City Council:

1. Award the Professional Services Agreement with Drone Studios to provide a Fourth of July Drone Show at Crown Valley Park for a three-year term in a not-to­ exceed amount of $168,000, subject to extension administratively for two additional one-year terms;

2. Approve a not-to-exceed 10% contingency of the total contract in the amount of $16,800 for unforeseen conditions or extra work, and authorize the Parks and Recreation Director to approve additional work, for a total not-to-exceed amount of $184,800, if needed; and,

3. Authorize the City Manager to execute the Professional Services Agreement with Drone Studios, and any amendments to the Agreement, subject to the City Attorney making non-substantive changes.

BACKGROUND
Each year, the Parks and Recreation Department hosts an extensive Fourth of July celebration at Crown Valley Park. The 2025 Fourth of July celebration concluded with a Drone Show Experience featuring 400 state-of-the-art drones and was accompanied by a live concert at the Crown Valley Amphitheater. The show was viewed in person by over 2,000 attendees, with the City receiving positive feedback from the community. To continue to provide an excellent Fourth of July celebration drone show, the City issued a Request for Proposal (RFP) on September 26, 2025 (Attachment A).

ANALYSIS
The goal of the RFP was to award a three-year agreement to a qualified drone show operator capable of delivering a high-quality, spectacular show experience using the latest drone and imagery technology best suited to meet the needs of the City of Laguna Niguel's Fourth of July celebration.

In response to the RFP, the City received five (5) proposals. The proposals were evaluated based on the following criteria: (1) Firm and Program Personnel; (2) Completeness of the Proposal; (3) Program Approach; (4) Firm Qualifications and Experience; (5) Cost Proposal; and (6) Oral Interview. The table below displays the final rankings and the initial three-year cost of each proposal.

Rank Drone Show Firm 3-Year Cost
1 Drone Studios (Recommended) $168,000
2 Aerial Illumination $178,000
3 Electric Skv $168,000
4 Glvphix Drone Show $224,000
5 Heads in the Skv $100,000*
Note: Heads in the Sky did not provide the 3-year cost breakdown requested and instead included only a 1-year cost proposal.

Pursuant to Laguna Niguel Municipal Code Section 3-6-8, professional services contracts of an estimated expenditure of $50,000 or more must be awarded based on the demonstrated competence of the service providers, on the service provider's professional qualifications necessary for the satisfactory performance of the services required, on the fairness and reasonableness of the cost of the services to the City and shall not be awarded solely on the basis of cost.

After a comprehensive review of the proposals received and based on all evaluation criteria, staff recommends awarding the professional services agreement to Drone Studios as the company was considered the best overall firm to meet the City's needs (Attachment 8). Drone Studios meets all licensing requirements, demonstrating the capability to create and produce a state-of-the-art show with customizable imagery/programming, and a grand finale at the best overall value. In addition, Drone Studios programmed and provided the drone show for Laguna Niguel's Independence Day Celebration in 2025.

Staff recommends that the City Council award the Professional Services Agreement to Drone Studios in the not-to-exceed amount of $168,600 for a three-year term, subject to extension administratively for two additional one-year terms. In addition, the Agreement with Drone Studios will include a not-to-exceed 10% contingency of the total contract amount, in the amount of $16,800, for unforeseen conditions or extra work, for a total not­ to-exceed of $184,800.

ALTERNATIVES CONSIDERED
The City Council may direct staff to reject all proposals and repost the RFP for the Fourth of July Drone Show. Staff does not recommend this option, as reposting the RFP will not result in more desirable bids and may increase costs, given the condensed timeline.

FISCAL REVIEW
The adopted Fiscal Years 2025-2027 Parks and Recreation Department operating budget includes sufficient funds for the Fourth of July Drone Show. Additional funding will be allocated for subsequent years as part of the budget process. Should the City elect to exercise the administrative extensions, the City will allocate additional funds through future budget processes.

The multiple-year fee structure included in the Agreement provides the Fourth of July Drone Show at approximately $10,000 less annually than the sjngle-year Agreement in May of 2025. The revised fee structure represents savings to the City of collectively more than $30,000 for the initial three-year term of the Agreement. These savings support Goal 2 (Fiscal Sustainability) of the City's adopted Strategic Plan.

LEGAL REVIEW
The City Attorney's Office has approved the Agreement for Professional Services, and this staff report as to form.

CONCLUSION
Staff recommends City Council:

1. Award the Professional Services Agreement with Drone Studios to provide a Fourth of July Drone Show at Crown Valley Park for a three-year term in a not-to­ exceed amount of $168,000, subject to extension administratively for two additional one-year terms;

2. Approve a not-to-exceed 10% contingency of the total contract in the amount of $16,800 for unforeseen conditions or extra work, and authorize the Parks and Recreation Director to approve additional work, for a total not-to-exceed amount of $184,800, if needed; and,

3. Authorize the City Manager to execute the Professional Services Agreement with Drone Studios, and any amendments to the Agreement, subject to the City Attorney making non-substantive changes.
'61~~ Scott C. Smith
City Attorney City Manager
J
ecreation Director
Attachments :

A. RFP for Laguna Niguel Fourth of July Drone Show
B. Professional Services Agreement with Drone Studios

ATTACHMENT A
RFP for Laguna Niguel Fourth of July Drone Show
City of Laguna Niguel
Laguna Niguel July 4th Drone Show
Request for Proposals (RFP)
Issued: September 26, 2025 Due: Friday, October 24, 2025, by 2:00 PM PST Parks and Recreation Department
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
(949) 425-5107
RFP Title:

Scope of Service:

RFP Submittal Information:

RFP OVERVIEW
Laguna Niguel July 4th Drone Show
See Section 1-4 (Scope of Service)
Interested Contractors will submit:

1. Four (4) printed copies of your Proposal in a
sealed envelope or box and marked with the
RFP title by the RFP Due Date; and,

2. A PDF copy of your Proposal, emailed to the
City Contact or provided via cloud service
(Dropbox, Google Drive, OneDrive, etc.).

No faxed Proposals. Late Proposals will not be
accepted.

Printed Submittal Location: Laguna Niguel City Hall
30111 Crown Valley Parkway,
Laguna Niguel, CA 92677
RFP Due Date: Friday, October 24, 2025, by 2:00 p.m. PST RFP Submittal Requirements: Your proposal must include the information described in Section Ill and the Proposal Forms provided in
Section VI of this RFP.

Prior to Award of Contract:

RFP Questions:

City Contact:

Proposals will be considered nonresponsive if the
proposal does not provide all the information
requested in Section Ill and Attachments 8, C, and D.

The successful Contractor must submit a Certificate of
Insurance and related endorsements that meet the
City's criteria as described in the draft Agreement
(Exhibit A).

RFP questions must be submitted in the form of an
email with the RFP title in the subject heading. The
deadline to submit questions is October 10, 2025, by
5:00 p.m. PST. Questions should be addressed to the
City Contact.

Jeff Kirby
Recreation Superintendent
Phone: (949) 425-5107
Email: [email protected]
City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 2 of 40 Table of Contents
Proposal Instructions ............................................................................................................................ 5 Section I - Project Information ............................................................................................................. 6 1-1 . Program Information ............................................................ ............. .......................................... 6 1-2. City Background ............ .......... .......................... ... ....................................................................... 6 1-3. Project Goals and Project Deliverables ..................... .. .................. .............................................. 7 1-4. Scope of Services .......................................... ............................................................................ 7 Section II - RFP Process ............................... .... .................................................................................. 9 11-1. RFP Timeline ................................................................... .......................................................... 9 11-2. RFP Questions and Responses ................................................................................................. 9 11-3. RFP Due Date and Opening .................................................................................................... 10 11-4. Optional Site Walk ... ................................................................................................................ 10 11-5. RFP Evaluation Process .................................................. ........................................................ 11 11-6. Request for Council Action ....................................................................................................... 11 11-7. Interviews ................................................................................................................................. 11 11-8. Award and Execution of Professional Services Agreement.. .. .................................................. 12 11-9. Insurance & W-9 ................................................... ................................................................... 12 11-10. Acceptance of Agreements and Terms .............................. .................................................... 12 Section Ill - Proposal Forms and Content.. ..................................... ................................................... 13 111-1 . General Information ........................................................ .... ............... ......................... ............ 13 111-2. Proposal Submission Requirements and Response Format.. ................................................. 13 111-3. Letter of Transmittal ................................................................................................................ 13 111-4. Project Team and Company Profile ........................................................................................ 14 111-5. Cost Proposal .................................................................................................. ....................... 14 111-6. Other Information ............................................................. ....................................................... 14 Section IV - Evaluation and Selection of Proposal. ............................................................................ 14 IV-1. Clarifications ........................................ ............................. ...................................................... 14 IV-2. Proposal Evaluation and Selection .................................................................................. ....... 14 IV-3. Single or Multiple Contracts ..................................................................... ............................... 15 IV-4. Interviews, Reference Checks, Discussion ..................................................... ........................ 15 Section V - General RFP Information ................................................................................................ 15 V-1. Public Records ....................................................................................................... ................. 15 V-2. Cancellations ........................................................................................................ ................... 16 V-3. Late Proposals .......................... ........................................... ................................................... 16 V-4. Disputes .................................................................................................................................. 16 V-5. Protests ................................................................................................................................... 16 City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 3 of40 V-6. Contractor Certifications ............................................................... .............. ............................. 16 V-7. Nondiscrimination ........... ......................................................................................................... 17 V-8. Proposed Liability .................................................................................................................... 17 V-9. Requests for Clarification, Additional Research, and Revisions ............................................... 17 V10. Rejection of Proposals ................................................................. ........................................... 18 V-11. Modification or Withdrawal of Proposal by Contractor ........................................................... 18 V-12. Duration of Proposal ....................................................... ....................................................... 19 V-13. Local, State, and Federal Requirements ..................................... ...................... .................... 19 V-14. Conflicts of Interest ... .......................................................................... .......................... ......... 19 Exhibit A - Sample Professional Services Agreement ....................................... ....... ........ 20 Exhibit B - Certification Statement ................................................................................................. 38 Exhibit C - Ex Parte Communications Certification .................................. .................................... 39 Exhibit D - Disqualification Questionnaire ......................... ........................................................... 40 City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 4 of40

PROPOSAL INSTRUCTIONS

1. Purpose: The City of Laguna Niguel ("City") is requesting proposals from qualified firms ("Contractor") with the resources, capacity, and experience to coordinate, create, and deliver a 4th of July Drone Show ("Drone Show") as described further in the Scope of Service (Section 1-4).

2. Contract Term: The initial contract term shall be for a period of three (3) years, effective from the date of award. The City reserves the right to cancel this Agreement at any time if services rendered are unsatisfactory. The City also reserves the right to extend the term of this contract for two (2) additional one (1) year extensions, subject to satisfactory negotiation of terms and the annual availability of an appropriation.

3. Examining of Proposal Documents: The submission of a proposal shall be deemed a representation and certification that the Contractor:
(a) Has carefully read and fully understands the information provided by the City to serve as the basis for submission of this proposal;
(b) Is capable and has the capacity to successfully undertake and complete the responsibilities and obligations of the submitted proposal; (c) Is acknowledging all information contained in the proposal is true and correct; (d) Did not, in any way, collude; conspire to agree, directly or indirectly, with any person, firm, corporation or other Contractor regarding the amount, terms or conditions of this proposal;
(e) Is acknowledging the City has the right to make any inquiry it deems appropriate to substantiate or supplement information supplied by Contractor, and Contractor hereby grants the City permission to make these inquiries and will provide documentation requested in a timely manner;
(f) Is acknowledging no request for modification of the proposal shall be considered after submission on grounds the Contractor was not fully informed to any fact or condition.

4. Availability of the RFP Document: The RFP document is available at www.cityoflagunaniguel.org/bids . The City is not responsible for the accuracy or completeness of RFP documents or information obtained from any source other than www.cityoflagunaniguel .org/bids.

5. RFP Schedule: The City reserves the right to modify this RFP Schedule as needed and will issue an addendum if the schedule is modified. The anticipated schedule for proposal review and contract award is outlined in Section 11-1 of this document.

City of Laguna Niguel, CA - RFP - Laguna Niguel July 41t1 Drone Show Page 5 of 40

SECTION I - PROJECT INFORMATION
1-1. PROGRAM INFORMATION
The City is seeking proposals to secure a qualified Contractor with the resources, capacity, and experience to manage and coordinate, create, and deliver a 4th of July Drone Show (Drone Show). The scope shall include furnishing all necessary labor, tools, materials, and equipment necessary to operate the programs and services as described in the Scope of Service ("scope"), Section 1-4.

Within the scope, the Contractor shall create a unique display featuring a minimum of 400 drones to be displayed at Crown Valley Community Park at approximately 9:00 P.M. PST on July 4th. The Contractor will collaborate with City Staff to develop images that will be displayed in the sky using drones.

All work performed by the Contractor shall be professional, utilizing state-of-the-art safety methods, industry standards, and equipment considered "best practices" for operating a drone show in Southern California. Contractor shall meet all local, county, state, and federal requirements related to drones. The actual work performed, contract requirements, and compensation procedures are defined further in the following sections of this document. 1-2. CITY BACKGROUND
The City of Laguna Niguel is a 14.72 square mile community with a population of approximately 64,702, located in Orange County, California. The City was incorporated on December 1, 1989, as a master planned community. The City is known for its mild coastal climate, low crime rate, and numerous parks and public trails. Over the course of the year, the temperature typically varies from 49°F to 78°F and is rarely below 43°F or above 86°F.

The City is a general law city that operates under the council/manager form of government, with 66 budgeted full-time employees. The City is organized into five functions: general government, public safety, community development, public works, and parks and recreation.

The Parks and Recreation Department is operated by eighteen (18) full-time staff members and up to 70 part-time staff members during peak months.

In March 2025, the California Department of Forestry and Fire Protection (CAL FIRE) released updated Fire Hazard Severity Zone Maps to all Orange County cities. In Laguna Niguel, the updated Fire Hazard Severity Zone Map expanded boundaries and fire hazard areas that placed the annual July 4th fireworks display launch location, and the associated established safety fall-out area, in the "VERY HIGH" Fire Severity Zone. Based on the increased severity and risk of the very high fire hazard that can be expected in this area, and for the safety of residents, their property, and open spaces, the City transitioned away from hosting its traditional fireworks display at Laguna Niguel Regional Park and instead hosted a drone light show experience at Crown Valley Park.

The current 4th of July experience consists of a run in the park starting at 7:00 A.M., free recreation and lap swim at the Aquatics Center, an aerial flyover, and live music concerts City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 6 of40 starting at 5:30 PM. The Drone Show will take place during the second band's performance at approximately 9:00 PM.
1-3. PROJECT GOALS AND DELIVERABLES
The Program will be developed, promoted, and implemented by a qualified Contractor with relevant experience. The Program will provide as close to a 15-minute (or longer) drone show with a minimum of 12-15 images displayed in the sky.

Contractor shall operate and manage the Drone Show and shall develop the show as described throughout Section 1-4 (Scope of Service). A show with clear, vibrant images, a grand finale, and as close to 15 minutes (or longer) as possible will be considered successful with the following additional deliverables:

A. Contractor shall communicate with the City through pre-event meetings to establish and design the images to be displayed during the show.

B. City approval is required for any subcontractor agreement(s) prior to the Contractor entering such relationships associated with the Agreement.

C. Contractor shall operate the Drone Show on July 4th and deliver services with professional, uniformed, and customer service-driven personnel. 1-4. SCOPE OF SERVICES
The Drone Show shall consist of a minimum of 400 drones, lasting approximately 15 minutes or longer, and utilizing a variety of unique images displayed up to 400 feet in the air. The Scope of Service shall include the drone show planning, programming, show setup, operation, and supervision of the City's Drone Show.

Location:

Current Show Time:

Crown Valley Community Park
29751 Crown Valley Parkway
Laguna Niguel, CA 92677
9:00 P.M. (21 :00) Pacific Standard Time
The following summarizes the responsibilities and work of the Contractor and City.

CONTRACTOR RESPONSIBILITIES
A. PRE-PRODUCTION AND PLANNING

1. Concept and Design: Develop a minimum of 12-15 unique image animations (patriotic themes, community symbols, custom artwork). Create a storyboard review and approval process for the City.

City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 7 of40

2. Compliance: Coordinate with the City's Parks and Recreation Department, Orange County Sheriffs (OCSD), and Orange County Fire Authority (OCFA) for public safety aspects of the drone show. •

3. Site Survey and Logistics: Conduct a site inspection at Crown Valley Community Park to determine drone launch/landing zones, safety perimeters, and audience sightlines. Provide recommended crowd exclusion zones and emergency landing protocols.

B. DRONE SHOW PRODUCTION

1. Drone Fleet: Deploy at least 400 drones with synchronized LED lighting technology.

Fly drones into position at an altitude of approximately 400 feet in compliance with FAA guidelines.

2. Performance Details: The Drone Show duration should be as long as possible.

Contractor should strive to provide a show as close as possible to 15 or more minutes. The number of aerial images should be a minimum of 12-15 unique sequenced images. Custom animation will include patriotic imagery (e.g., U.S. flag, Statue of Liberty, fireworks simulation, Happy 4th of July text).

3. Safety and Security: Establish a minimum 150-foot perimeter around the launch site. Provide FAA Part 107 licensed pilots and support staff. Provide an on-site safety officer to monitor operations and enforce no entry points.

4. Timeline:
o 90 days: Contractor shall include initial planning meetings and concept development.
o 60 days: Contractor shall submit drafts of storyboards and animations for review. o 30 days: Contractor shall submit the finalized storyboard and completed site plan for review.
o Within 30 days: Final approval and walk-through on site.

C. DAY-OF-EVENT OPERATIONS

1. Contractor team must arrive before 4:00 P.M. or 5 hours prior to showtime.

2. Contractor shall establish a secure launch area with barricades and signage with the City.

3. Contractor shall initiate a final safety and communication check with the City before launch.

4. Contractor shall perform the Drown Show during the approved start time of approximately 9:00 P.M.

5. Contractor shall safely land and secure drones post-show.

City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 8 of40

CITY RESPONSIBILITIES
The City shall be responsible for reserving and securing a launch site that has been approved by both parties. The City will provide staffto help secure the launch site from 4:00 P.M. until 11 :00 P.M. The City will work with the Contractor to approve all images that will be displayed during the Drone Show. The City will coordinate with the Contractor and provide staff for safety inspections , crowd control, and site monitoring.

SECTION II - RFP PROCESS
11-1. RFP TIMELINE
The following is the anticipated Timeline for the RFP. The Timeline is subject to change if additional time is needed. Any Timeline change will be communicated with an RFP Addendum.

MILESTONE DATE
RFP Issued Friday, September 26, 2025
Optional Site Walk Tuesday, October 7, 2025
Due date for RFP Questions Friday, October 10, 2025, by 5 PM PST Responses Provided to RFP Questions On or before Wednesday, Oct. 15, 2025 RFP Submittal ("RFP Due Date") Friday, Oct. 24, 2025, by 2:00 PM PST *Interviews (Tentative - If Necessary) November 5-7, 2025 City Council Award of Contract November/December 2025
Kick-off Meeting January 2026
Full Service Commencement Date July 4, 2026
*No guarantee that Contractors who submit a Proposal will be invited to an interview.
11-2. RFP QUESTIONS AND RESPONSES
Contractors interested in submitting a proposal are asked not to contact other City staff or City Council Members in connection with the RFP prior to the City Council Award of the Contract.

Please only submit questions pertaining to the RFP by email at [email protected] on or before October 10, 2025, by 5:00 P.M. PST. No questions will be accepted via phone.

Once all questions are received, the City will summarize all questions and their responses in an addendum to the RFP. The addendum will be provided by 5:00 P.M. on October 15, 2025.

The addendum will be posted to the City website at www .cityoflagunanigue l.org/bids.

In case additional clarifications need to be provided after October 15, 2025, and before the RFP Due Date, the City will post additional addenda to the City website at www.cityoflagunanigue l.org/bids.

Each Contractor is responsible for obtaining all addenda prior to submitting a proposal and shall acknowledge in its proposal the receipt of each addendum as part of its proposal. Failure City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 9 of40 of Contractor to acknowledge receipt of all addenda as part of its proposal may result in rejection of its proposal.
11-3. RFP DUE DATE AND OPENING
Proposals are due on or before the RFP Due Date, October 24, 2025, by 2:00 PM PST.

Submitted Proposals will contain all elements described in Section Ill (Proposal Form and Content) of this RFP. Interested Contractors will submit the following:

1. Four (4) printed copies of your Proposal in a sealed envelope or box and marked with the RFP title by the RFP Due Date; and,

2. A PDF copy of your Proposal, emailed to the City Contact or provided via cloud service (Dropbox, Google Drive, OneDrive, etc.)
Proposals will be addressed to the City Contact:

City of Laguna Niguel (City Hall)
c/o Jeffrey Kirby, Recreation Superintendent
[email protected]
30111 Crown Valley Parkway
Laguna Niguel, CA 92677
It is the responsibility of the Contractor to ensure the proposal was received by the RFP Due Date. Hand-delivered Proposals are also accepted and will be received at the front desk on the second floor of City Hall. No faxed Proposals. Late proposals will not be accepted. No exceptions. The City will not publicly open or read proposals aloud. 11-4. OPTIONAL SITE WALK
The City will be offering one optional in-person site walk for Contractors interested in submitting a proposal for the Drone Show.

The optional in-person site walk is scheduled to take place on Tuesday, October 7, 2025, allowing prospective Contractors to briefly inspect the City's Crown Valley Community Center and Park, and launch site before the question submission deadline of October 10, 2025.

Please note that the City Contact will not address any RFP-related inquiries during the optional site walk. All questions regarding the RFP must be formally submitted in writing to the City Contact no later than 5:00 P.M. PST on October 10, 2025.

Contractors interested in attending an optional site walk must notify the City Contact via email at least 48 hours before the scheduled date. The City Contact will then provide the Contractor with further details, including the meeting location and time. Please be advised that failure to notify the City Contact in advance of attending the optional site walk may lead to disqualification.

City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 10 of40 11-5. RFP EVALUATION PROCESS
This RFP is not a formal bid process governed by formal bid rules typically associated with public projects. The evaluation and selection process are based upon consideration of a variety of factors, as described further in this document. Accordingly, the City reserves the right to waive technical errors, alter submission dates, issue subsequent requests for proposals, etc.

An Evaluation Committee comprised of City personnel will review and score all proposals based on the Evaluation Criteria stated below. The selection will be made based on the recommendation of the Evaluation Committee and will be presented to the City Council for approval to award and execute the agreement. The individual rating and/or evaluation forms prepared by the Evaluation Committee members will not be revealed; however, a summary of the evaluation results will be presented to the City Council.

During the evaluation process, at its discretion, the Committee may request any one or all Contractors to make oral presentations by participating in an interview. Such presentations will provide Contractors with an opportunity to answer any questions the Committee may have on their qualifications and proposal. Not all Contractors will be asked to make such oral presentations. The City may also request the presence of the Contractor's Head of Drone Operations or Lead Pilot if necessary.

The City of Laguna Niguel will review and evaluate the proposals based on the following factors to select the most qualified Contractor:
a) Firm and Program Personnel
b) Completeness of the Proposal
c) Program Approach
d) Firm Qualifications and Experiences
e) Cost Proposal
f) Interview (if necessary)
11-6. REQUEST FOR COUNCIL ACTION
Following evaluation and rating by the City's Evaluation Committee, the City will recommend a Contractor for award at a City Council Meeting. The selected Contractor will enter into an agreement with the City based on the contents of the RFP and the Contractor's proposal.

Contractors not chosen will be informed following the City Council Meeting. 11-7. INTERVIEWS
The City may elect to conduct interviews as part of the RFP evaluation process. If the City elects to conduct interviews, they will be held either in person or via video conference. The City will provide as much advance notice as possible to selected Contractors chosen to take part in the interview process.

Note: No guarantee that Contractors who submit a Proposal will be invited to an interview.

City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 11 of40 11-8. AWARD AND EXECUTION OF PROFESSIONAL SERVICES AGREEMENT The successful Contractor will be required to enter into a Professional Services Agreement with the City. For reference, the City's current Professional Services Agreement template is included within this RFP (Exhibit A). The term of the Agreement will begin once the Agreement is fully executed and when a W-9, a certificate of insurance, and related insurance endorsements meeting the City's requirements have been received and approved.

In addition to indemnification and hold harmless language, the agreement must include all insurance requirements included in Exhibit A.

The insurance requirements have been mandated by the City and can be modified only if extraordinary circumstances exist. Submittal of a Proposal shall be deemed acceptance of all the terms set forth in this RFP and the insurance requirements unless the Proposer includes with its Proposal, in writing, any conditions or exceptions requested by the Proposer to the terms of the RFP and/or insurance requirements. The City reserves the right to reject any Proposer(s) exceptions or proposed revisions to the RFP and/or insurance requirements. 11-9. INSURANCE & W-9 REQUIREMENTS
Upon the recommendation of contract award, Contractor will be required to submit the following documents within ten (10) business days of City notification, unless otherwise specified in the solicitation:

1. Insurance - City requires that licensees, lessees, and vendors have an approved Certificate of Insurance (not a declaration or policy) or proof of legal self-insurance on file with the City. Within ten (10) business days of award of contract, the selected Contractor must furnish the City with the Certificate of Insurance proving coverage as specified in the sample contract. A valid Certificate of Insurance shall be on file with the City at all times, and Contractor shall provide updated Certificates as necessary, prior to expiration.

2. W-9 - Current signed form W-9 (Taxpayer Identification Number & Certification), which includes Contractor's legal business name(s).
11-10. ACCEPTANCE OF AGREEMENT AND TERMS
After the City Council awards the Contract, the City will work to fully execute the Professional Services Agreement (Exhibit "A"). This Contract shall include a period of three (3) years from the date of the award, subject to renewal by two (2) additional one-year periods.

City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 12 of 40 SECTION Ill - PROPOSAL FORM AND CONTENT
111-1. GENERAL INFORMATION
The City reserves the right to retain all proposals submitted. Submission of a proposal indicates Contractor's acceptance of the conditions contained in this RFP unless clearly and specifically noted in the proposal submitted and confirmed in the agreement between the City and the Contractor.

The City reserves the right to reject any or all proposals, in whole or part, to waive any informality in any proposal, and to accept the proposal which, in its discretion, is in the best interest of the City. Any Contractor may withdraw their proposal, without obligation, at any time prior to the RFP Due Date. A withdrawal will not be effective unless made in writing to the City Contact prior to the RFP Due Date. Proposals may later be referred to the City Council for appropriate action.

Proposals must be valid for a minimum of 90 days from the October 24, 2025, RFP Submittal date.
111-2. PROPOSAL SUBMISSION REQUIREMENTS AND RESPONSE FORMAT Contractor shall prepare a well-organized and concise written proposal. Emphasis should be on completeness, clarity of content, and cost-effectiveness of the proposal. Proposals shall include all forms and information requested in Sections Ill and Attachments B, C, and D.

To be considered, Contractor must submit a complete response to this RFP, including the following mandatory information and/or requirements in the order below and the forms/format provided in Section Ill and Attachments B, C, and D. Failure to provide any of the information requested below may be cause for the proposal to be considered nonresponsive. a) Letter of Transmittal
b) Proposal Form
c) Certification Statement
d) Personnel
e) Cost Proposal
f) Other Information
Additional guidelines for the mandatory information and/or requirements listed above are described further in Section Ill.
111-3. LETTER OF TRANSMITTAL
All proposals must include a cover letter addressed to the City Contact and signed by a duly constituted official legally authorized to bind the Contractor to both its proposal and cost schedule. The cover letter must include the name, address, phone number, and email address of the Contractor's main point of contact (to whom the City should direct correspondence) City of Laguna Niguel, CA - RFP - Laguna Niguel July 4lh Drone Show Page 13 of40 regarding the specifics of the proposal. The main point of contact can be different from the Contractor's Head of Drone Operations or Lead Pilot.
111-4. PROJECT TEAM AND COMPANY PROFILE
Provide an overview of the key personnel who will perform work on this project. Submit a resume or other breakdown listing the experience of key personnel. Provide an organizational chart that reflects the titles of key staff and management contacts of everyone assigned to provide the requested services.

Proposals shall provide at least three (3) recent public agency (preferably municipal agencies) clients of similar size and scope of service utilization as the City. Include the agency/client, location, contact information, services provided, and other relevant information to allow detailed reference checks. Consultant is responsible for notifying references that the City may be contacting them and for providing any waivers or releases the reference requires prior to submitting a proposal.
111-5. COST PROPOSAL
Provide a cost proposal for providing the program tasks described in the Scope of Service and outlined in this RFP.
111-6. OTHER INFORMATION
Provide additional information to help the City's review team evaluate your proposal and compare it with the proposal(s) submitted by other Contractor(s).

SECTION IV- EVALUATION/SELECTION OF PROPOSALS
IV-1. CLARIFICATIONS
The City reserves the right to seek written clarification of each proposal submitted. The City also reserves the right to require other evidence of minimum qualifications, technical, managerial, financial, or other firm capabilities prior to selection.

IV-2. PROPOSAL EVALUATION AND SELECTION
The City will select a Contractor based on the evaluation of the submitted proposals. The City reserves the right to request a Best and Final Offer (BAFO) from the top-ranked Contractors.

The City will recommend the award of the contract to the highest-ranked and responsive Contractor.

The City may reject any Proposal in which a Contractor's approach, qualifications, or price is not considered acceptable by the City. An unacceptable Proposal is one that would have to be substantially rewritten to make it acceptable.

City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 14 of 40 IV-3. SINGLE OR MULTIPLE CONTRACTS
The City will award only one Contractor to provide the services described in the Scope of Service of this RFP (Section 1-4). If multiple Contractors desire to work together, one Contractor will enter a contract with the City and agree upon a method of compensation with the other Contractor(s) (i.e., Sub-Contractor(s)), separate from the City. Any other Sub-Contractor(s) will be held to the same professional standards as the awarded Contractor, and the City shall have the first right of refusal for approval or denial of such other Sub-Contractor(s). The awarded Contractor shall notify the City in writing of any other Sub-Contractor(s) prior to any effective date of commencement.

IV-4. INTERVIEWS, REFERENCE CHECKS, DISCUSSION
Following the initial review of Proposals, Contractors may be invited to participate in an interview. If conducted, interviews will be via video conference or in person. The individual(s) from Contractor's firm or entity that will be directly responsible for carrying out the contract, if awarded, shall be present at the interview. If interviews take place via video conference, all attendee camera's must be on.

In addition to conducting interviews, the City may, during this stage of the evaluation process, also contact and evaluate the Contractor's references, contact any Contractor to clarify any response or request revised or additional information, solicit information from any available source concerning any aspect of a Proposal, and seek and review any other information deemed pertinent to the evaluation process.

Selection for award is contingent upon the successful negotiation of final contract terms.

Negotiations shall be confidential and not subject to disclosure to competing Contractors unless an agreement is reached. If contract negotiations cannot be concluded successfully, the City may terminate negotiations and commence negotiations with the next highest ranking Contractor, or withdraw the RFP.

SECTION V- GENERAL RFP INFORMATION
V-1 . PUBLIC RECORDS
Responses to this RFP become the exclusive property of the City and are subject to the California Public Records Act. Those elements in each proposal which are trade secrets as that term is defined in California Civil Code section 3426.1 (d) or otherwise exempt by law from disclosure and which are prominently marked as "TRADE SECRET', "CONFIDENTIAL", or "PROPRIETARY" may not be subject to disclosure. The City shall not in any way be liable or responsible for the disclosure of any such records, including, without limitation, those so marked if disclosure is deemed to be required by law or by an order of the Court. Contractors who indiscriminately identify all or most of their proposal as exempt from disclosure without justification may be deemed non-responsive.

In the event the City is required to defend an action on a Public Records Act request for any of the contents of a proposal marked "confidential", "proprietary", or "trade secret", the Contractor City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 15 of 40 agrees, upon submission of its proposal for City's consideration, to defend and indemnify the City from all costs and expenses, including attorney's fees, if any action or liability arising under the Public Records Act.

V-2. CANCELLATION
The City reserves the right to cancel this RFP or the contract award at any time before execution of the contract by both parties if cancellation is deemed to be in the best interest of the City. In no event shall the City have any liability for the cancellation of a contract award.

V-3. LA TE PROPOSALS
Proposals not received by the RFP Due Date will not be considered and will not be returned to the Contractor.

V-4. DISPUTES
In case of any doubt or differences of opinion as to the items or services to be furnished hereunder or the interpretation of the provisions of this RFP, the decision of the City shall be final and binding upon all parties.

V-5. PROTESTS
Protest of the recommendation for proposals must be made immediately and in no event later than five (5) working days after the notice of recommendation for award.

V-6. CONTRACTOR CERTIFICATIONS
By the act of submitting a Proposal in response to this RFP, the Contractor certifies:

1. The Contractor has carefully examined all RFP documents, including the draft Agreement (attached as Exhibit "A") and all addenda, and fully understands the intention of the RFP is to perform all tasks as described in the Scope of Service of this RFP, and the proposal is made in accordance therewith. Except as otherwise noted as part of the proposal, the Contractor certifies that Contractor is ready, willing, and able to comply with all terms of the attached Agreement.

2. Contractor is familiar with the condition and location of the work site and facilities.

3. The proposal is based upon the requirements described in the RFP, without exception, unless clearly stated in the response.

4. Contractor accepts all terms of the City's Agreement and warrants the Contractor will fully meet all insurance requirements contained therein. If the Contractor wishes to amend or modify any terms of the Agreement, such amendment or modification must be stated in particularity in the Proposal. Proposed changes to the Agreement not City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 16 of 40 stated at the time of proposal submission will not be considered. Changes stated will be considered but may not be agreed upon by the City for contract award. If the City does not agree with such noted changes, Contractor may withdraw the proposed change or the entire proposal, and the City may elect to award the contract to the next highest-ranked Contractor.

5. Contractor certifies, and in the case of sole proprietorship, partnership, or corporation, each party thereto certifies as to its own organization, under penalty of perjury, that to the best of Contractor's knowledge and belief, no elected official, employee, or person whose salary is payable, in whole or in part, by the City has a direct or indirect financial interest in the proposal or in the services to which it relates, or in any of the profits thereof, other than as fully described in the Contractor's response to this RFP.

6. Contractor has examined all parts of the RFP, including all requirements and contract terms and conditions thereof, and if its proposal is accepted, Contractor shall accept the contract documents thereto, unless substantive changes are made in same without the approval of the Contractor.

7. Contractor, if an individual, is of lawful age; is the only one interested in this proposal; and no person, firm, or corporation other than that named has any interest in the proposal or in the proposed Agreement.

8. Contractor's experience is of high-quality in providing the types of services and duties as described within the Scope of Service (Section 1-4).

9. Contractor shall also certify Contractor's state of residence.

V-7. NONDISCRIMINATION
By the act of submitting a proposal in response to this RFP, Contractor certifies, under penalty of perjury, that the Contractor has not discriminated against minorities, women, or emerging small business enterprises, or a business enterprise that is owned or controlled by or that employs a disabled veteran, in obtaining any required subcontracts.

V-8. PROPOSED LIABILITY
Contractors responding to this RFP do so solely at their expense, and the City is not responsible for any Contractor expenses associated with the RFP. By proposing, Contractor agrees that doing so is at their own risk, and the City shall have no liability related thereto.

Finalists invited to participate in interview evaluations are responsible for scheduling and paying for their own travel arrangements. The City is not liable for any cost incurred by a Contractor in protesting any portion of the RFP documents or the City's selection decision.

V-9. REQUESTS FOR CLARIFICATION, ADDITIONAL RESEARCH, AND REVISIONS The City reserves the right to obtain clarification of any portion of a proposal or to obtain additional information necessary to properly evaluate a particular proposal. Failure of a City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 17 of 40 Contractor to timely respond to such a request for additional information or clarification may result in a finding that the Contractor is non-responsive and consequent rejection of the proposal.

The City may obtain information from any legal source for clarification of any proposal. The City need not inform the Contractor of any intent to perform additional research in this respect or of any information thereby received.

The City may perform, at its sole option, investigations of any Contractor. Information may include, but shall not necessarily be limited to, current litigation and contracting references. All such documents, if requested by the City, become part of the public record and may be disclosed accordingly . The City reserves the right to request revisions of any proposal after the date and time due and before award for the purpose of obtaining best and final offers.

V-10. REJECTION OF PROPOSALS
The City reserves the right to reject any or all irregularities or omissions in proposals submitted in response to this RFP to the extent it is determined to be in the best interest of the City to do so. Furthermore , the City reserves the right to reject any or all proposals or portions thereof submitted in response to this RFP. Proposals may be rejected for one or more of the following reasons, including but not limited to:

1. Failure of the Contractor to adhere to one or more of the provisions established in the RFP.

2. Failure of the Contractor to submit a proposal in the format specified herein.

3. Failure of the Contractor to submit a proposal within the time requirements established herein.

4. Failure of the Contractor to adhere to ethical and professional standards before, during, or following the proposal process.

The City may reject any proposal not in compliance with all prescribed public procurement procedures and requirements and may reject for good cause any or all proposals upon a finding by the City that it is in the public interest to do so. Rejected proposals are considered to be non-responsive.

V-11 . MODIFICATION OR WITHDRAWAL OF PROPOSAL BY CONTRACTOR A proposal may not be modified, withdrawn, or canceled by the Contractor following the time and date the proposals are due (RFP Due Date). Proposals submitted early may be modified or withdrawn only by notice to the City at the proposal submittal location prior to the time and date the proposals are due. Such notice shall be submitted to the City Contact by email, sent by a duly authorized representative of the Contractor submitting the proposal. All such communication shall be worded so as not to reveal the contents of the original proposal.

Withdrawn proposals may be resubmitted prior to the time and date the proposals are due, provided that they are then fully in conformance with the RFP.

City of Laguna Niguel, CA - RFP - Laguna Niguel July 4111 Drone Show Page 18 of 40 V-12. DURATION OF PROPOSAL
Proposal prices, terms, and conditions shall be firm for a period of at least ninety (90) days from the time and date proposals are due. Proposals shall not be subject to future price escalation or changes of terms during the ninety (90) day period.

V-13. LOCAL, STATE, AND FEDERAL REQUIREMENTS
The City intends to select a Contractor in accordance with California law and the City's municipal code. Selection of a Contractor under this process is not a guarantee of a contract award, nor is the award of a contract for any portion of the project a guarantee of award of a contract for any subsequent work. All work is subject to budgetary and funding constraints of the City.

The selected Contractor shall comply with all federal, state, and local laws, regulations, executive orders, and ordinances applicable to the work under the Agreement, including, without limitation, the provisions of: (i) Title VI of the Civil Rights Act of 1964; (ii) Section V of the Rehabilitation Act of 1973; (iii) the Americans with Disabilities Act of 1990; (iv) all regulations and administrative rules established pursuant to the foregoing laws; and (v) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules, and regulations.

V-14. CONFLICTS OF INTEREST
The Contractor warrants and represents that it presently has no interest and agrees that it will not acquire any interest, which would present a conflict of interest under California Government Code Sections 1090 et seq., or Sections 87100 et seq., during the performance of services under any Agreement awarded. The Contractor further covenants that it will not knowingly employ any person having such an interest in the performance of any Agreement awarded.

Violation of this provision may result in any Agreement awarded being deemed void and unenforceable.

City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 19 of 40 , EXHIBIT A - SAMPLE PROFESSIONAL SERVICES AGREEMENT

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into _ _ ____ ___________ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and --------------------' a _______ _______ ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties." In consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. SERVICES OF CONSUL TANT

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit A and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to City entering into this Agreement, Consultant represents and warrants: a) all services set forth in the Scope of Services will be performed in a competent and satisfactory manner; b) all materials used for services will be both of good quality as well as fit for the purpose intended; and, c) Consultant shall follow the highest professional standards and practices in performing the services required hereunder.

1.2 Consultant's Proposal and City's RFP. Consultant's proposal or bid for this Agreement ("Consultant's Proposal"), dated
_ _______ _______ , shall be incorporated herein by this reference as though fully set forth herein. City circulated a Request for Proposals for the services provided for herein on September 26, 2025, City's Request for Proposals ("City's RFP"), which was responded to by Consultant's Proposal, shall be incorporated herein by this reference as though fully set forth herein. The Scope of Services shall include the scope of services or work included both in Consultant's Proposal as well as in City's RFP. In the event of any inconsistency or any conflict between the terms of Consultant's Proposal (for scope of services or work, or schedule of performance), and the terms of City's RFP (for scope of services or work, or schedule of performance), the Consultant's Proposal shall govern, unless this Agreement provides otherwise. In the event of any inconsistency or any conflict between the terms of Consultant's Proposal, and this Agreement, the terms of this Agreement shall govern. No other terms and conditions from Consultant's Proposal, other than description of scope of services or work, as well as description of schedule of performance, shall apply to this Agreement, unless specifically agreed to by City in writing.

1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of City and any federal, State or local governmental agency having jurisdiction in effect at the time City of Laguna Niguel, CA - RFP - Laguna Niguel July 4lh Drone Show Page 20 of40 services are rendered. City, and its elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns shall not be liable at law or in equity for failure of Consultant to comply with this Section.

1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain and maintain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement.

Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Additional Services and Compensation. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes to the work by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order, consistent with both Section 9.4 as well as the Laguna Niguel Municipal Code, is first given by City to Consultant, incorporating therein any adjustment in the Contract Sum for the actual costs of the extra work and/or the time to perform this Agreement, which said adjustments are subject to the written approval of Consultant. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other consultants .

1.6 Familiarity with Work. By executing this Agreement, Consultant represents and warrants Consultant: a) has thoroughly investigated and considered services to be performed, b) has carefully considered how services should be performed, and c) fully understands the facilities, difficulties and restrictions attending performance of services under this Agreement.

1. 7 Software and Computer Services. If the Scope of Services includes the provision and/or installation of any software, computer system, or other computer technology, Consultant represents and warrants that it is familiar with and/or has inspected City's current infrastructure, equipment, computer system and software and that the software, computer system, or other computer technology provided and/or installed by Consultant under this Agreement is compatible, and shall be fully functional, with such infrastructure, equipment, computer system and software of City. Consultant acknowledges that City is relying on this representation by Consultant as a material consideration in entering into this Agreement.

1.8 Prevailing Wages. If services include any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 21 of40 California Code of Regulations, Title 8, section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws. To the maximum extent permitted by law, Consultant's obligations in Section 5.3 (Indemnification) expressly apply to acts or omissions arising out of, or incidental to, the payment of prevailing wages by any person or entity (including Consultant, its subcontractors, and each of their officers, employees and agents) in connection with any services, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant pursuant to this section shall survive termination of the Agreement.

1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit B and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B and any other provisions of this Agreement, the provisions of Exhibit B shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C and incorporated herein by this reference. The total compensation (excluding the Contingency Sum), including reimbursement for actual expenses, shall not exceed ____ _______ _ __ Dollars
($ _____ ~ ("Compensation Sum"), unless additional compensation is approved pursuant to Section 1.5. This Agreement includes a contingency amount equal to _____ percent of the Compensation Sum ("Contingency Sum") to account solely for additional work, or unforeseen conditions, related to the services. The total compensation (including the Contingency Sum), including reimbursement for actual expenses, shall not exceed ___________ ___ Dollars
($ _ ____ _, ("Contract Sum"), unless additional compensation is approved pursuant to Section 1.5. The Consultant shall obtain written approval from the City for any use of the Contingency Sum. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in the Schedule of Compensation, as well as approved by City in advance. Upon expiration of original term of the Agreement, if term is extended (pursuant to Section 3.2 or otherwise), fees and rates may only be increased both pursuant to Section 9.4 as well as subsequent to negotiation between the Parties on a reasonable increase. The maximum of such increase shall be no greater than the CPI increase (Orange County area) for the applicable period of time. City has no obligation or duty to provide any such increase. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 22 of 40 Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

2.2 Invoices. Unless some other method of payment is specified in Exhibit B, Special Requirements, in any month in which Consultant wishes to receive payment, no later than the first business day of such month, Consultant shall submit to City, in a form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of this Agreement. Except as provided in Sections

7.3, 7.4 and 7.5, City shall pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement generally within thirty (30) days, and City will use its best efforts to make payment no later than forty-five (45) days, from the submission of an invoice in an approved form. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by City): 1) line items for all personnel describing the work performed, the number of hours worked, and the hourly rate; 2) line items for all materials and equipment properly charged to the services; 3) line items for all other approved reimbursable expenses claimed, with supporting documentation; and 4) line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services.

ARTICLE 3. PERFORMANCE SCHEDULE

3.0 Time of Essence. Time is of the essence in the performance of this Agreement.

3.1 Term. Unless earlier terminated in accordance with Article 7 of this Agreement,_this Agreement shall continue in full force and effect until completion of the services, which shall be no later than _ ______ _ _ ____ _ , 2025. The term of this Agreement may be extended administratively (with total cumulative extension no greater than two years), by the City pursuant to Section 9.4 and without the need for further approval by the City Council, if the Consultant's performance is satisfactory and it is in the best interest of the City.

3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit D and incorporated herein by this reference.

3.3 Force Majeure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of City of Laguna Niguel, CA - RFP - Laguna Niguel July 4lh Drone Show Page 23 of40 any governmental agency, including City, (with the express exception of delays arising from the impact of COVID-19 and its variants to the extent such impact is foreseeable or should have reasonably been foreseeable), if Consultant shall within ten (10) days of the commencement of such delay notify City in writing of the causes of the delay. City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of City such delay is justified. City's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK

4.1 Consultant Representative. The Consultant Representative is - ------ ---- - --- ([title, work phone number and work email]), who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Agreement.

Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

4.2 City Representative. The City Representative is such person as designated by the City Manager or her designee . The City Representative shall be the primary person on behalf of City responsible for the administration of the Agreement. It shall be Consultant's responsibility to assure that the City Representative is kept informed of both the progress of the performance of the services as well as any decisions which must be made by City.

4.3 Approvals from City. City approvals or actions, pursuant to the authority of this Agreement, may be made (unless otherwise specified) either by the City Manager, the Parks and Recreation Director, or by the City Representative (or by their respective delegates as provided for in writing).

4.4 Independent Contractor. Neither City, nor any of its officers, employees or agents, shall have any control over the manner or means by which Consultant, or its officers, employees, agents or subcontractors, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it, or any of its officers, employees, agents or subcontractors, are officers, employees or agents of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. Consultant shall not incur or have the power to incur any City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 24 of40 debt, obligation or liability whatever against City, or bind City in any manner. Consultant represents and warrants that the personnel used to provide services to City pursuant to this Agreement shall at all times be under Consultant's exclusive control and direction.

No City employee benefits shall be available to Consultant, its officers, employees, agents or subcontractors, in connection with the performance of this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, agents or subcontractors, for injury or sickness arising out of performing services hereunder. In the event that Consultant or any officer, employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, or the California Public Employees' Retirement System, to be classified as other than an independent contractor for City, then Consultant shall indemnify, defend, and hold harmless City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to City as a consequence of, or in any way attributable to, the assertion that Consultant, or any officer, employee, agent, or subcontractor Consultant used to provide services under this Agreement, is/are employees of City.

4.5 Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Therefore, without express written approval of City, Consultant shall not contract with any other entity to perform in whole or in part services required hereunder without express written approval of City, and neither this Agreement nor any interest herein may be transferred or assigned. No approved transfer shall release Consultant, or any surety or insured of Consultant, of any liability hereunder without express written consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Consultant's indemnification obligation to City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts below, issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers 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 City, which shall cover all elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns of City. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation.
(a) Commercial General Liability Insurance. A policy of commercial general liability insurance, with coverage at least as broad as Insurance Services Office City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 25 of 40 ("ISO") form CG 00 01, written on a per occurrence basis for bodily injury, personal injury and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automobile Liability. A policy of comprehensive automobile liability insurance, at least as broad as ISO form CA 00 01, written on a per occurrence basis covering bodily injury and property damage in an amount not less than $1,000,000 combined single limit for each accident. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to Consultant's profession. This coverage may be written on a "claims made" basis and must include coverage for contractual liability. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of City submit written evidence of this continuous coverage. Limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate.
(e) Cyber Liability. Cyber liability insurance appropriate to Consultant's profession and the services hereunder, written on a per occurrence basis, with limits not less than $1,000,000 per occurrence/loss, and $2,000,000 in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant pursuant to this Agreement and shall include, but not be limited to, claims involving: infringement of intellectual property; copyright; trademark; invasion of privacy violations; data breach; electronic information theft, loss, damage, destruction, alteration or misuse; release of private information; extortion; and, network security. The policy shall provide coverage for breach response costs, regulatory fin.es and penalties, and credit monitoring expenses, with limits sufficient to respond to these obligations. (f) Excess Liability and Umbrella Liability Insurance. Excess liability insurance and/or umbrella liability insurance may be used to satisfy the obligations herein.

If excess liability insurance is used then the policy shall meet all the requirements herein City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 26 of 40 and be at least as broad as the primary coverages set forth herein. Such policy shall: 1) include a drop down feature requiring the policy to respond if primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; 2) be payable on behalf of wording as opposed to reimbursement; 3) have concurrency of effective dates with primary policies; 4) "follow form" to the underlying primary policies; and, 5) provide insureds, under primary policies required herein, shall be insureds under the excess liability policy.
(g) Subcontractors . In the event Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, Consultant shall either: 1) include each subcontractor as insureds under its policies of insurance required herein; or, 2) Consultant shall, upon request of City, furnish to City all documentation, required in Article 5 for Consultant, for each subcontractor. All coverages for subcontractors shall include all of the requirements herein.

5.2 General Insurance Requirements.
(a) Proof of Insurance, Enforcement and Notice. No work or services under this Agreement shall commence until both Consultant has provided City with insurance certificates, endorsement forms and appropriate insurance binders evidencing the above insurance coverages, as well as said documentation is approved by City. City reserves the right to inspect complete, certified copies of, and endorsements to, all required insurance policies, at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. In the event any insurance policy required under this Agreement is cancelled or amended (and the insurance policy is not replaced pursuant to subsection (b) below), or does not comply with Article 5, then: 1) City has the right but not the duty to obtain insurance required herein and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments; or, 2) City, notwithstanding any other provisions of this Agreement, may immediately terminate this Agreement. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies.
(b) Cancellation/Amendment. All of herein required policies of insurance shall provide the insurance may not be amended or cancelled by insurer or any Party hereto without providing thirty (30) calendar days prior written notice (with exception of ten (10) calendar days prior written notice for nonpayment of premium) to City. In the event any of said policies of insurance are amended or cancelled, Consultant shall, five (5) business days prior to the cancellation date, submit new evidence of insurance, or reinstatement of policy, in conformance with this Agreement to City. (c) Additional Insureds. The commercial general liability policy provided for in Section 5.1 (a) and the automobile liability policy provided for in Section

5.1 (c) both shall name City and its elected and appointed officers, employees, agents and designated volunteers ("City Parties") as additional insureds and such coverage shall City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 27 of40 contain no special limitations on the scope of protection afforded to City and City Parties.

A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability, and policies of insurance shall not contain any cross-liability exclusions. (d) Primary, Subrogation, Contribution and Coverage. All of the above policies of insurance shall be primary insurance. The insurers (with exception of professional liability insurer) for above policies, Consultant and any subcontractors are all deemed hereof to waive all rights of subrogation and contribution they may have against City or City Parties, and their respective insurers, and all insurance policies required herein shall be endorsed to waive such rights. Any insurance maintained by City or City Parties will apply in excess of, and not contribute with, Consultant's insurance. If Consultant maintains broader coverage and/or higher limits than the minimum amounts provided herein, City requires and shall be entitled to the broader coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City and City Parties. None of the coverages required herein will be in compliance with this Agreement if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. Requirements of specific coverage features or limits contained herein 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.
(e) Limitations, Self- Insured Retention and Deductibles. Consultant agrees that requirements of Article 5 shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property resulting from Consultant's activities or the activities of any person or persons for which Consultant is otherwise responsible nor shall it limit Consultant's indemnification liabilities as provided in Section 5.3. All insurance policies must specify that where the primary insured does not satisfy any self-insured retention, any additional insured may satisfy the self-insured retention (without impairment of obligation of primary insured under this Agreement to satisfy any self-insured retention). Any deductibles or self-insured retentions must be declared to and approved by City. At City's option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City and City Parties, or Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, attorney's fees, defense expenses and claims.

5.3 Indemnification.
(a) General Obligations. Consultant agrees, to the full extent permitted by law, to immediately indemnify, defend and hold harmless City and its elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns (each an "lndemnitee" and collectively, "lndemnitees") against, and will hold City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 28 of40 and save them and each of them harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages or injuries to persons or property, demands, expenses, losses, costs, penalties, obligations, errors, omissions or liabilities of any kind that may be asserted or claimed by any person, firm or entity arising out of, pertaining to, incident to or in connection with any alleged acts, errors or omissions of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (each an "lndemnitor" and collectively, "lndemnitors") in connection with the performance of Consultant's Services, or arising from lndemnitors' reckless or willful misconduct, or arising from lndemnitors' negligent performance of or failure to perform the work, operations or activities provided herein, or any term, provision, covenant or condition of this Agreement, with such negligence or failure to perform to be determined by the City (herein "Claims or Liabilities"), and in connection therewith: 1) Consultant will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option of lndemnitees will reimburse and pay for all costs and expenses, including legal costs and attorneys' fees, incurred by lndemnitees in connection therewith; and, 2) Consultant will promptly pay and satisfy any judgment, award or decree rendered against lndemnitees, and reimburse lndemnitees for the cost of any settlement paid by lndemnitees , for any such Claims or Liabilities, and will save and hold lndemnitees harmless therefrom.
(b) Further Provisions. The indemnity obligation herein shall be binding on successors, assigns and heirs of Consultant and shall survive termination of this Agreement. Consultant shall incorporate similar indemnity agreements as provided herein with its subcontractors, and if Consultant fails to do so Consultant shall be fully responsible to indemnify City hereunder therefor. Failure of City and/or City Parties (collectively "City" for solely this Section 5.3(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. The indemnification provisions herein do not apply to claims or liabilities occurring as a result of City's sole negligence or willful misconduct, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnification provided herein includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of lndemnitors in the performance of professional services hereunder. Payment of invoices by City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Consultant and City, as to whether liability arises from the sole negligence or willful misconduct of City, Consultant will be obligated to pay for City's defense until such time as a final judgment has been entered adjudicating City as solely negligent or responsible for willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs of litigation. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under Section 5.3 of this Agreement. Such offset, if any, does not satisfy any amount, greater than the offset, due to City from Consultant.

City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 29 of40 (c) Professional Liability. When the law establishes a professional standard of care for Consultant's services, to the fullest extent permitted by law (within the limitations, as applicable, of Civil Code section 2782.8), Consultant shall indemnify, defend and hold harmless lndemnitees against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all Claims and Liabilities, consistent with all obligations provided for in this Section 5.3, to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission, or reckless or willful misconduct of lndemnitors in the performance of professional services under this Agreement.

ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION

6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder ("books and records") as shall be necessary to perform the services required by this Agreement and enable City to evaluate the performance of such services. Any and all such books and records shall be maintained in accordance with generally accepted accounting principles (and, as applicable, maintained also in accordance with requirements of Labor Code section 1776), shall be complete and detailed, and shall be readily accessible. City shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts. Such books and records shall be maintained either for a period of no less than three (3) years following completion of the services hereunder, or for such period of time as required by applicable law, whichever period of time is longer.

City shall have access to such books and records in the event any audit is required.

Consultant shall fully cooperate with City in providing access to any and all Consultant records and documents if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports. Consultant shall periodically submit written reports to City Representative concerning performance of services, upon request, and/or as necessary for City to be informed of both performance of services as well as any decisions which must be made by City.

6.3 Ownership of Documents. All drawings, specifications , maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials ("documents and materials") prepared (regardless of whether complete or incomplete) by Consultant, its officers, employees, agents and subcontractors in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of City and/or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership, use, reuse, or assignment of the documents and materials hereunder. Consultant may retain copies of such documents and materials under express condition that Consultant agrees such documents and materials are the sole property of City. All subcontractors shall provide for assignment to City of any documents and materials prepared by them, and in the event City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 30 of40 Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for City.

6.4 Confidentiality and Release of Information. All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain prior to such gain or production. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City.

No news releases, including photographs, public announcements, or confirmations of the same, of any part of the work, shall be made without prior written authorization from City.

Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant immediately gives City notice of such court order or subpoena. If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: a) Consultant shall immediately notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party; b) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding; and, c) Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant, however, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Consultant agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, Southern Division, in the County of Orange, State of California.

7.2 Suspension. or Termination, Prior to Expiration of Term. This Section shall govern any termination of this Agreement except as specifically provided in Section City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 31 of40

7.4 for termination for cause. City reserves the right to terminate or suspend this Agreement, or any portion hereof, at any time, for any reason, with or without cause, upon ten (10) days' notice to Consultant, except that where termination or suspension is due to the fault of Consultant, the period of notice may be such shorter time as determined by City. Upon receipt of any notice of termination or suspension, Consultant shall immediately cease all services hereunder, unless the notice provides otherwise, or except such as specifically approved by City. Upon submittal of an invoice consistent with Section 2.2, Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination or suspension and for any services authorized by City thereafter in accordance with the Schedule of Compensation, or such as may be approved by City, except as provided in Section 7.5. In event of termination , or suspension, without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7.3.

7.3 Default of Consultant and Opportunity to Cure. In the event that Consultant is in default under the terms of this Agreement, City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively ten (10) days, but may be extended, or reduced, if circumstances warrant , as determined by City. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices, without liability for interest. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default by conclusion of noticed timeframe, City may immediately both terminate this Agreement with notice to Consultant as well as pursue the remedy in Section 7.4, without prejudice to any other remedy to which City may be entitled at law, in equity or under this Agreement. Any failure on the part of City to give notice of Consultant's default shall not be deemed to result in a waiver of City's legal rights or any rights arising out of any provision of this Agreement.

7.4 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.3, take over the work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of set-off or partial payment of the amounts owed City therefor.

7.5 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 32 of40 which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.6 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement of this Agreement imposes no additional obligations on City nor does it waive any rights hereunder. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

7.7 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.8 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.9 Attorneys' Fees. If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall include attorneys' fees on any appeal, and a Party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, consultants' fees, taking depositions and discovery and all other necessary City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 33 of 40 costs the court allows which are incurred in such litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees. No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of City. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. City, in its sole discretion, shall determine the existence of a conflict of interest and may terminate this Agreement in the event such a conflict of interest exists upon sending Consultant written notice describing the conflict. No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which affects their financial interest or the financial interest of any corporation, partnership or association in which they are, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement.

Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices. Any notice or other communication either Party desires or is required to give to the other Party or any other person in regards to this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, in the case of City addressed to Parks and Recreation Director at City of Laguna Niguel, 29751 Crown Valley Parkway, Laguna City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 34 of40 Niguel, CA 92677, and in the case of Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 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 either Party by reason of the authorship of this Agreement, headings used, or any other rule of construction which might otherwise apply.

9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration; Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the Parties as to the Agreement. It is understood that there are no oral agreements between the Parties hereto affecting this Agreement, and this Agreement supersedes and cancels any and all prior and contemporaneous negotiations, arrangements, agreements and understandings, if any, between the Parties, concerning this Agreement, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing, approved by City and Consultant, and consistent with the Laguna Niguel Municipal Code.

9.5 Severability. Should a portion of this Agreement be declared invalid or unenforceable by a judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 No Undue Influence. Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City has or will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.

Violation of this Section shall be a material breach of this Agreement entitling City to remedies in Section 7.4 and any and all remedies at law or equity.

9.7 Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) entering into this Agreement does not violate any provision of any City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 35 of40 other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. [SIGNATURES ON FOLLOWING PAGE]
City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 36 of40 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

ATTEST:

Marissa J. Asistin, City Clerk

APPROVED AS TO FORM BY THE

CITY ATTORNEY FOR THE

CITY OF LAGUNA NIGUEL,
CALIFORNIA:

Scott C. Smith, City Attorney
CITY:

CITY OF LAGUNA NIGUEL, a California
municipal corporation
Tamara S. Letourneau, City Manager
CONSULT ANT:
a
By: ----- ---------
Name:

Title:

By: _______ _____ _ _
Name:

Title:

Address: -----------
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code§ 313.) APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY

BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.

City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 37 of40

EXHIBIT B - CERTIFICATION STATEMENT

CERTIFICATION STATEMENT
All Proposals must include this certification statement, signed by a duly constituted official legally authorized to bind Contractor to both its Proposal and cost schedule.

1. Contractor did not, in any way, collude, conspire or agree, directly or indirectly, with any person, firm, corporation or other Contractor in regard to the amount, terms, or conditions of this proposal.

2. Contractor additionally certifies that neither Contractor nor its principals are presently disbarred, suspended, proposed for disbarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency, any California State agency, or any local government agency.

3. Contractor acknowledges that all requests for deviations, exceptions, and approved equals are enclosed herein and that only those deviations, exceptions, and approved equals included in the RFP document or permitted by formal addenda are accepted by the City.

4. Contractor did not receive unauthorized information from any City staff member or City Councilman during the Proposal period except as provided for in the Request for Proposals or formal addenda issued by the City.

5. Contractor certifies that they do not discriminate in employment of any person because of race, sex, color, religion, religious creed, national origin, ancestry, age, gender, marital status, physical disability, mental disability, medical condition, genetic information, sexual orientation, gender expression, gender identity, military and veteran status, or ethnic background; and that they are in compliance with all Federal, State and local laws, directives and executive orders regarding nondiscrimination in employment.

6. Contractor hereby certifies that the information contained in the proposal and all accompanying documents is true and correct.

Contractor's Signature Date
Print Name Title
City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 38 of 40

EXHIBIT C- EX PARTE COMMUNICATIONS CERTIFICATION

EX PARTE COMMUNICATIONS CERTIFICATION
Please indicate by signing below one of the following two statements. Only sign one statement.

Statement One
I certify that Contractor and Contractor's representatives have not had any communication with a City Councilmember concerning the RFP for Laguna Niguel July 4th Drone Show at any time after September 26, 2025.

Contractor's Signature Date
Print Name Title
-OR-
Statement Two
I certify that the Contractor and Contractor's representatives have communicated after September 26, 2025, with a City Councilmember concerning the RFP for Laguna Niguel July 4th Drone Show. A copy of all such communications is attached to this form for public distribution.

Contractor's Signature Date
Print Name Title
City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 39 of 40

EXHIBIT D- DISQUALIFICATION QUESTIONNAIRE

DISQUALIFICATION QUESTIONNAIRE
The Consultant shall complete the following questionnaire:

Has the Contractor, any officer of the Contractor, or any employee of the Contractor who has a proprietary interest in the Contractor ever been disqualified, removed, or otherwise prevented from bidding on or completing a federal, state, or local government project because of a violation of law or safety regulation? Yes No
If the answer is yes, explain the circumstances in the following space:

City of Laguna Niguel, CA - RFP - Laguna Niguel July 4th Drone Show Page 40 of 40

ATTACHMENT B
Professional Services Agreement with Drone Studios

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN CITY OF LAGUNA NIGUEL AND

DRONE DUDE OBA DRONE STUDIOS
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is made and entered into ________ __________ by and between CITY OF LAGUNA NIGUEL, a California municipal corporation ("City") and Drone Dude dba Drone Studios, a California corporation, ("Consultant"). City and Consultant may be referred to individually as "Party" or collectively as "Parties." In consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1. SERVICES OF CONSULTANT

1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the "Scope of Services" attached hereto as Exhibit A and incorporated herein by this reference, which may be referred to herein as the "services" or "work" hereunder. As a material inducement to City entering into this Agreement, Consultant represents and warrants: a) all services set forth in the Scope of Services will be performed in a competent and satisfactory manner; b) all materials used for services will be both of good quality as well as fit for the purpose intended; and, c) Consultant shall follow the highest professional standards and practices in performing the services required hereunder.

1.2 Consultant's Proposal and City's RFP. Consultant's proposal or bid for this Agreement ("Consultant's Proposal"), dated October 22, 2025, shall be incorporated herein by this reference as though fully set forth herein. City circulated a Request for Proposals for the services provided for herein on September 26, 2025, City's Request for Proposals ("City's RFP"), which was responded to by Consultant's Proposal, shall be incorporated herein by this reference as though fully set forth herein. The Scope of Services shall include the scope of services or work included both in Consultant's Proposal as well as in City's RFP. In the event of any inconsistency or any conflict between the terms of Consultant's Proposal (for scope of services or work, or schedule of performance), and the terms of City's RFP (for scope of services or work, or schedule of performance), the Consultant's Proposal shall govern, unless this Agreement provides otherwise. In the event of any inconsistency or any conflict between the terms of Consultant's Proposal, and this Agreement, the terms of this Agreement shall govern. No other terms and conditions from Consultant's Proposal, other than description of scope of services or work, as well as description of schedule of performance, shall apply to this Agreement, unless specifically agreed to by City in writing.

1.3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules and regulations of City and any federal, State or local governmental agency having jurisdiction in effect at the time services are rendered. City, and its elected and appointed officers, employees, agents, -1-
designated volunteers, attorneys, successors and assigns shall not be liable at law or in equity for failure of Consultant to comply with this Section.

1.4 Licenses, Permits, Fees and Assessments. Consultant shall obtain and maintain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement.

Consultant shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for Consultant's performance of the services required by this Agreement, and shall indemnify, defend and hold harmless City against any such fees, assessments, taxes, penalties or interest levied, assessed or imposed against City hereunder.

1.5 Additional Services and Compensation. City shall have the right at any time during the performance of the services, without invalidating this Agreement, to order extra work beyond that specified in the Scope of Services or make changes to the work by altering, adding to or deducting from said work. No such extra work may be undertaken unless a written order, consistent with both Section 9.4 as well as the Laguna Niguel Municipal Code, is first given by City to Consultant, incorporating therein any adjustment in the Contract Sum for the actual costs of the extra work and/or the time to perform this Agreement, which said adjustments are subject to the written approval of Consultant. It is expressly understood by Consultant that the provisions of this Section shall not apply to services specifically set forth in the Scope of Services or reasonably contemplated therein. Consultant hereby acknowledges that it accepts the risk that the services to be provided pursuant to the Scope of Services may be more costly or time consuming than Consultant anticipates and that Consultant shall not be entitled to additional compensation therefor. City may in its sole and absolute discretion have similar work done by other consultants.

1.6 Familiarity with Work. By executing this Agreement, Consultant represents and warrants Consultant: a) has thoroughly investigated and considered services to be performed, b) has carefully considered how services should be performed, and c) fully understands the facilities, difficulties and restrictions attending performance of services under this Agreement.

1. 7 Software and Computer Services. If the Scope of Services includes the provision and/or installation of any software, computer system, or other computer technology, Consultant represents and warrants that it is familiar with and/or has inspected City's current infrastructure, equipment, computer system and software and that the software, computer system, or other computer technology provided and/or installed by Consultant under this Agreement is compatible, and shall be fully functional, with such infrastructure, equipment, computer system and software of City. Consultant acknowledges that City is relying on this representation by Consultant as a material consideration in entering into this Agreement.

1.8 Prevailing Wages. If services include any "public work" or "maintenance work," as those terms are defined in California Labor Code section 1720 et seq. and California Code of Regulations, Title 8, section 16000 et seq., and if the total compensation is $1,000 or more, Consultant shall pay prevailing wages for such work and comply with the requirements in California Labor Code section 1770 et seq. and 1810 et seq., and all other applicable laws. To the maximum extent permitted by law, Consultant's obligations in Section 5.3 (Indemnification) expressly apply to acts or omissions arising out of, or incidental to, the payment of prevailing wages by any person or entity (including Consultant, its subcontractors, and each of their officers, employees and agents) in connection with any services, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant pursuant to this section shall survive termination of the Agreement.

1.9 Special Requirements. Additional terms and conditions of this Agreement, if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto as Exhibit B and incorporated herein by this reference. In the event of a conflict between the provisions of Exhibit B and any other provisions of this Agreement, the provisions of Exhibit B shall govern.

ARTICLE 2. COMPENSATION AND METHOD OF PAYMENT

2.1 Contract Sum. Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in the "Schedule of Compensation" attached hereto as Exhibit C and incorporated herein by this reference. The total compensation (excluding the Contingency Sum), including reimbursement for actual expenses, shall not exceed One Hundred Sixty-Eight Thousand Dollars ($168,000) ("Compensation Sum"), unless additional compensation is approved pursuant to Section

1.5. This Agreement includes a contingency amount equal to ten (10) percent of the Compensation Sum ("Contingency Sum") to account solely for additional work, or unforeseen conditions, related to the services. The total compensation (including the Contingency Sum), including reimbursement for actual expenses, shall not exceed One Hundred Eighty Four Thousand Eight Hundred Dollars ($184,800) ("Contract Sum"), unless additional compensation is approved pursuant to Section 1.5. The Consultant shall obtain written approval from the City for any use of the Contingency Sum. Compensation may include reimbursement, for actual and necessary expenditures, if both specified in the Schedule of Compensation, as well as approved by City in advance. Upon expiration of original term of the Agreement, if term is extended (pursuant to Section 3.2 or otherwise), fees and rates may only be increased both pursuant to Section 9.4 as well as subsequent to negotiation between the Parties on a reasonable increase. The maximum of such increase shall be no greater than the CPI increase (Orange County area) for the applicable period of time. City has no obligation or duty to provide any such increase. The Contract Sum shall include the attendance of Consultant at all project meetings reasonably deemed necessary by City. Consultant agrees that if Consultant becomes aware of any facts, circumstances, techniques, or events that may or will materially increase or decrease the cost of the work or services, Consultant shall promptly notify the City Representative of said fact, circumstance, technique or event and the estimated increased or decreased cost related thereto.

2.2 Invoices. Unless some other method of payment is specified in Exhibit B, Special Requirements, in any month in which Consultant wishes to receive payment, no later than the first business day of such month, Consultant shall submit to City, in a form approved by City's Finance Director, an invoice for services rendered prior to the date of the invoice. By submitting an invoice for payment under this Agreement, Consultant is certifying compliance with all provisions of this Agreement. Except as provided in Sections

7.3, 7.4 and 7.5, City shall pay Consultant for all expenses stated thereon which are approved by City pursuant to this Agreement generally within thirty (30) days, and City will use its best efforts to make payment no later than forty-five (45) days, from the submission of an invoice in an approved form. In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. Review and payment by City for any invoice provided by Consultant shall not constitute a waiver of any rights or remedies provided herein or any applicable law. Each invoice is to include (unless otherwise specified by City): 1) line items for all personnel describing the work performed, the number of hours worked, and the hourly rate; 2) line items for all materials and equipment properly charged to the services; 3) line items for all other approved reimbursable expenses claimed, with supporting documentation; and 4) line items for all approved subcontractor labor, supplies, equipment, materials, and travel properly charged to the services.

ARTICLE 3. PERFORMANCE SCHEDULE

3.0 Time of Essence. Time is of the essence in the performance of this Agreement.

3.1 Term. Unless earlier terminated in accordance with Article 7 of this Agreement,_this Agreement shall continue in full force and effect until completion of the services, which shall be no later than July 5, 2028. The term of this Agreement may be extended administratively (with total cumulative extension no greater than two years), by the City pursuant to Section 9.4 and without the need for further approval by the City Council, if the Consultant's performance is satisfactory and it is in the best interest of the City.

3.2 Schedule of Performance. Consultant shall commence the services pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all services within the time period(s) established in the "Schedule of Performance" attached hereto as Exhibit D and incorporated herein by this reference.

3.3 Force Maieure. The time period(s) specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including City, (with the express exception of delays arising from the impact of COVID-19 and its variants to the extent such impact is foreseeable or should have reasonably been foreseeable), if Consultant shall within ten (10) days of the commencement of such delay notify City in writing of the causes of the delay. City shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of City such delay is justified. City's determination shall be final and conclusive upon the Parties to this Agreement. In no event shall Consultant be entitled to recover damages against City for any delay in the performance of this Agreement, however caused, Consultant's sole remedy being extension of this Agreement pursuant to this Section.

ARTICLE 4. COORDINATION OF WORK

4.1 Consultant Representative. The Consultant Representative is Jeff Stein ([Chief Executive Officer, (707) 481-2586, Jeff@dronestudios .org]), who is authorized to act on Consultant's behalf with respect to the work or services specified herein and to make all decisions in connection therewith. It is expressly understood that the experience, knowledge, capability and reputation of the representative was a substantial inducement for City to enter into this Agreement. Therefore, the representative shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. For purposes of this Agreement, the representative may not be replaced nor may their responsibilities be substantially reduced by Consultant without the express written approval of City.

4.2 City Representative. The City Representative is such person as designated by the City Manager or her designee. The City Representative shall be the primary person on behalf of City responsible for the administration of the Agreement. It shall be Consultant's responsibility to assure that the City Representative is kept informed of both the progress of the performance of the services as well as any decisions which must be made by City.

4.3 Approvals from City. City approvals or actions, pursuant to the authority of this Agreement, may be made (unless otherwise specified) either by the City Manager, the Parks and Recreation Director, or by the City Representative (or by their respective delegates as provided for in writing).

4.4 Independent Contractor. Neither City, nor any of its officers, employees or agents, shall have any control over the manner or means by which Consultant, or its officers, employees, agents or subcontractors, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Consultant shall not at any time or in any manner represent that it, or any of its officers, employees, agents or subcontractors, are officers, employees or agents of City. City shall not in any way or for any purpose become or be deemed to be a partner of Consultant in its business or otherwise or a joint venturer or a member of any joint enterprise with Consultant. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. Consultant represents and warrants that the personnel used to provide services to City pursuant to this Agreement shall at all times be under Consultant's exclusive control and direction.

No City employee benefits shall be available to Consultant, its officers, employees, agents or subcontractors, in connection with the performance of this Agreement. City shall not be liable for compensation or indemnification to Consultant, its officers, employees, agents or subcontractors, for injury or sickness arising out of performing services hereunder. In the event that Consultant or any officer, employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a federal or state agency, a court of competent jurisdiction, or the California Public Employees' Retirement System, to be classified as other than an independent contractor for City, then Consultant shall indemnify, defend, and hold harmless City for the payment of any and all assessed fines, penalties, judgments, employee and/or employer contributions, and any other damages and costs assessed to City as a consequence of, or in any way attributable to, the assertion that Consultant, or any officer, employee, agent, or subcontractor Consultant used to provide services under this Agreement, is/are employees of City.

4.5 Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Therefore, without express written approval of City, Consultant shall not contract with any other entity to perform in whole or in part services required hereunder without express written approval of City, and neither this Agreement nor any interest herein may be transferred or assigned. No approved transfer shall release Consultant, or any surety or insured of Consultant, of any liability hereunder without express written consent of City.

ARTICLE 5. INSURANCE AND INDEMNIFICATION

5.1 Insurance Coverages. Prior to commencement of any services under this Agreement, and without limiting Consultant's indemnification obligation to City, Consultant shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, for the duration of the Agreement, primary policies of insurance of the type and amounts below, issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers 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 City, which shall cover all elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns of City. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant ninety (90) days advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation.
(a) Commerc ial General Liability Insurance. A policy of commercial general liability insurance, with coverage at least as broad as Insurance Services Office ("ISO") form CG 00 01, written on a per occurrence basis for bodily injury, personal injury and property damage. Defense costs must be paid in addition to limits. Coverage for an additional insured shall not be limited to its vicarious liability. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. Limits shall be no less than $1,000,000 per occurrence for all covered losses and no less than $2,000,000 general aggregate.
(b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for Consultant against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by Consultant in the course of carrying out the work or services contemplated in this Agreement. (c) Automobile Liability. A policy of comprehensive automobile liability insurance, at least as broad as ISO form CA 00 01, written on a per occurrence basis covering bodily injury and property damage in an amount not less than $1,000,000 combined single limit for each accident. Said policy shall include coverage for owned, non-owned, leased, hired cars and any automobile.
(d) Professional Liability. Professional liability insurance appropriate to Consultant's profession. This coverage may be written on a "claims made" basis and must include coverage for contractual liability. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. The professional liability insurance required by this Agreement must be endorsed to be applicable to claims based upon, arising out of, or related to services performed under this Agreement. The insurance must be maintained for at least five (5) consecutive years following the completion of Consultant's services or the termination of this Agreement. During this additional 5-year period, Consultant shall annually and upon request of City submit written evidence of this continuous coverage. Limits shall be no less than $1,000,000 per claim and no less than $1,000,000 general aggregate.
(e) Cyber Liability. Cyber liability insurance appropriate to Consultant's profession and the services hereunder, written on a per occurrence basis, with limits not less than $1,000,000 per occurrence/loss, and $2,000,000 in the aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant pursuant to this Agreement and shall include, but not be limited to, claims involving: infringement of intellectual property; copyright; trademark; invasion of privacy violations; data breach; electronic information theft, loss, damage, destruction, alteration or misuse; release of private information; extortion; and, network security. The policy shall provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses, with limits sufficient to respond to these obligations. (f) Excess Liability and Umbrella Liability Insurance. Excess liability insurance and/or umbrella liability insurance may be used to satisfy the obligations herein.

If excess liability insurance is used then the policy shall meet all the requirements herein and be at least as broad as the primary coverages set forth herein. Such policy shall: 1) include a drop down feature requiring the policy to respond if primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; 2) be payable on behalf of wording as opposed to reimbursement; 3) have concurrency of effective dates with primary policies; 4) "follow form"· to the underlying primary policies; and, 5) provide insureds, under primary policies required herein, shall be insureds under the excess liability policy.
(g) Subcontractors. In the event Consultant subcontracts any portion of the work in compliance with Section 4.5 of this Agreement, Consultant shall either: 1) include each subcontractor as insureds under its policies of insurance required herein; or, 2) Consultant shall, upon request of City, furnish to City all documentation, required in Article 5 for Consultant, for each subcontractor. All coverages for subcontractors shall include all of the requirements herein.

5.2 General Insurance Requirements.
(a) Proof of Insurance, Enforcement and Notice. No work or services under this Agreement shall commence until both Consultant has provided City with insurance certificates, endorsement forms and appropriate insurance binders evidencing the above insurance coverages, as well as said documentation is approved by City. City reserves the right to inspect complete, certified copies of, and endorsements to, all required insurance policies, at any time. Any failure to comply with the reporting or other provisions of the policies including breaches or warranties shall not affect coverage provided to City. In the event any insurance policy required under this Agreement is cancelled or amended (and the insurance policy is not replaced pursuant to subsection (b) below), or does not comply with Article 5, then: 1) City has the right but not the duty to obtain insurance required herein and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments; or, 2) City, notwithstanding any other provisions of this Agreement, may immediately terminate this Agreement. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies.
(b) Cancellation/Amendment. All of herein required policies of insurance shall provide the insurance may not be amended or cancelled by insurer or any Party hereto without providing thirty (30) calendar days prior written notice (with exception of ten (10) calendar days prior written notice for nonpayment of premium) to City. In the event any of said policies of insurance are amended or cancelled, Consultant shall, five (5) business days prior to the cancellation date, submit new evidence of insurance, or reinstatement of policy, in conformance with this Agreement to City. (c) Additional Insureds. The commercial general liability policy provided for in Section 5.1 (a) and the automobile liability policy provided for in Section

5.1 (c) both shall name City and its elected and appointed officers, employees, agents and designated volunteers ("City Parties") as additional insureds and such coverage shall contain no special limitations on the scope of protection afforded to City and City Parties.

A severability of interests provision must apply for all additional insureds ensuring that Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability, and policies of insurance shall not contain any cross-liability exclusions. (d) Primary, Subrogation, Contribution and Coverage. All of the above policies of insurance shall be primary insurance. The insurers (with exception of professional liability insurer) for above policies, Consultant and any subcontractors are all deemed hereof to waive all rights of subrogation and contribution they may have against City or City Parties, and their respective insurers, and all insurance policies required herein shall be endorsed to waive such rights. Any insurance maintained by City or City Parties will apply in excess of, and not contribute with, Consultant's insurance. If Consultant maintains broader coverage and/or higher limits than the minimum amounts provided herein, City requires and shall be entitled to the broader coverage and/or higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City and City Parties. None of the coverages required herein will be in compliance with this Agreement if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. Requirements of specific coverage features or limits contained herein 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.
(e) Limitations, Self- Insured Retention and Deductibles. Consultant agrees that requirements of Article 5 shall not be construed as limiting in any way the extent to which Consultant may be held responsible for the payment of damages to any persons or property resulting from Consultant's activities or the activities of any person or persons for which Consultant is otherwise responsible nor shall it limit Consultant's indemnification liabilities as provided in Section 5.3. All insurance policies must specify that where the primary insured does not satisfy any self-insured retention, any additional insured may satisfy the self-insured retention (without impairment of obligation of primary insured under this Agreement to satisfy any self-insured retention). Any deductibles or self-insured retentions must be declared to and approved by City. At City's option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City and City Parties, or Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, attorney's fees, defense expenses and claims.

5.3 Indemnification.
(a) General Obligations. Consultant agrees, to the full extent permitted by law, to immediately indemnify, defend and hold harmless City and its elected and appointed officers, employees, agents, designated volunteers, attorneys, successors and assigns ( each an "lndemnitee" and collectively, "lndemnitees") against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all actions, either judicial, administrative, arbitration or regulatory claims, damages or injuries to persons or property, demands, expenses, losses, costs, penalties, obligations, errors, omissions or liabilities of any kind that may be asserted or claimed by any person, firm or entity arising out of, pertaining to, incident to or in connection with any alleged acts, errors or omissions of Consultant, its officers, employees, agents, subcontractors, or invitees, or any individual or entity for which Consultant is legally liable (each an "lndemnitor" and collectively, "lndemnitors") in connection with the performance of Consultant's Services, or arising from lndemnitors' reckless or willful misconduct, or arising from lndemnitors' negligent performance of or failure to perform the work, operations or activities provided herein, or any term, provision, covenant or condition of this Agreement, with such negligence or failure to perform to be determined by the City (herein "Claims or Liabilities"), and in connection therewith: 1) Consultant will defend any action or actions filed or threatened in connection with any such Claims or Liabilities, or at option of lndemnitees will reimburse and pay for all costs and expenses, including legal costs and attorneys' fees, incurred by lndemnitees in connection therewith; and, 2) Consultant will promptly pay and satisfy any judgment, award or decree rendered against lndemnitees, and reimburse lndemnitees for the cost of any settlement paid by lndemnitees, for any such Claims or Liabilities, and will save and hold lndemnitees harmless therefrom.
(b) Further Provisions. The indemnity obligation herein shall be binding on successors, assigns and heirs of Consultant and shall survive termination of this Agreement. Consultant shall incorporate similar indemnity agreements as provided herein with its subcontractors, and if Consultant fails to do so Consultant shall be fully responsible to indemnify City hereunder therefor. Failure of City and/or City Parties (collectively "City" for solely this Section 5.3(b)) to monitor compliance with any of the indemnification provisions herein shall not be a waiver hereof. The indemnification provisions herein do not apply to claims or liabilities occurring as a result of City's sole negligence or willful misconduct, but, to the fullest extent permitted by law, shall apply to claims and liabilities resulting in part from City's negligence, except that design professionals' indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful misconduct of the design professional. The indemnification provided herein includes Claims or Liabilities arising from any negligent or wrongful act, error or omission, or reckless or willful misconduct of lndemnitors in the performance of professional services hereunder. Payment of invoices by City is not a condition precedent to enforcement of the indemnity obligation herein. In the event of any dispute between Consultant and City, as to whether liability arises from the sole negligence or willful misconduct of City, Consultant will be obligated to pay for City's defense until such time as a final judgment has been entered adjudicating City as solely negligent or responsible for willful misconduct. Consultant will not be entitled in the absence of such a determination to any reimbursement of defense costs including but not limited to attorney's fees, expert fees and costs of litigation. City may offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under Section 5.3 of this Agreement. Such offset, if any, does not satisfy any amount, greater than the offset, due to City from Consultant. (c) Professional Liability. When the law establishes a professional standard of care for Consultant's services, to the fullest extent permitted by law (within the limitations, as applicable, of Civil Code section 2782.8), Consultant shall indemnify, defend and hold harmless lndemnitees against, and will hold and save them and each of them harmless from, whether actual or threatened, any and all Claims and Liabilities, consistent with all obligations provided for in this Section 5.3, to the extent same are caused in whole or in part by any negligent or wrongful act, error or omission, or reckless or willful misconduct of lndemnitors in the performance of professional services under this Agreement.

ARTICLE 6. RECORDS, REPORTS AND RELEASE OF INFORMATION

6.1 Records. Consultant shall keep, and require subcontractors to keep, such ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other documents relating to the disbursements charged to City and services performed hereunder ("books and records") as shall be necessary to perform the services required by this Agreement and enable City to evaluate the performance of such services. Any and all such books and records shall be maintained in accordance with generally accepted accounting principles (and, as applicable, maintained also in accordance with requirements of Labor Code section 1776), shall be complete and detailed, and shall be readily accessible. City shall have full and free access to such books and records at all times during normal business hours of City, including the right to inspect, copy, audit and make records and transcripts. Such books and records shall be maintained either for a period of no less than three (3) years following completion of the services hereunder, or for such period of time as required by applicable law, whichever period of time is longer.

City shall have access to such books and records in the event any audit is required.

Consultant shall fully cooperate with City in providing access to any and all Consultant records and documents if a public records request is made and disclosure is required by law including but not limited to the California Public Records Act.

6.2 Reports. Consultant shall periodically submit written reports to City Representative concerning performance of services, upon request, and/or as necessary for City to be informed of both performance of services as well as any decisions which must be made by City.

6.3 Ownership of Documents. All drawings, specifications, maps, designs, photographs, studies, surveys, data, notes, computer files, reports, records, documents and other materials ("documents and materials") prepared (regardless of whether complete or incomplete) by Consultant, its officers, employees, agents and subcontractors in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of City and/or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership, use, reuse, or assignment of the documents and materials hereunder. Consultant may retain copies of such documents and materials under express condition that Consultant agrees such documents and materials are the sole property of City. All subcontractors shall provide for assignment to City of any documents and materials prepared by them, and in the event Consultant fails to secure such assignment, Consultant shall indemnify City for all damages resulting therefrom. Moreover, with respect to any Consultant documents and materials that may qualify as "works made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed "works made for hire" for City.

6.4 Confidentiality and Release of Information. All information gained or work product produced by Consultant in its performance of this Agreement shall be considered confidential, unless such information is in the public domain prior to such gain or production. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from City.

No news releases, including photographs, public announcements, or confirmations of the same, of any part of the work, shall be made without prior written authorization from City.

Consultant, its officers, employees, agents or subcontractors, shall not, without prior written authorization from City or unless requested by the City Attorney, voluntarily provide documents, declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant immediately gives City notice of such court order or subpoena. If Consultant, or any officer, employee, agent or subcontractor of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. As concerning, regarding or related to, in any way, this Agreement and the work performed thereunder: a) Consultant shall immediately notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party; b) City retains the right, but has no obligation, to represent Consultant or be present at any deposition, hearing or similar proceeding; and, c) Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant, however, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.

ARTICLE 7. ENFORCEMENT OF AGREEMENT AND TERMINATION

7.1 California Law. This Agreement shall be interpreted, construed and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in such county, and Consultant agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, Southern Division, in the County of Orange, State of California.

7.2 Suspension, or Termination, Prior to Expiration of Term. This Section shall govern any termination of this Agreement except as specifically provided in Section

7.4 for termination for cause. City reserves the right to terminate or suspend this Agreement, or any portion hereof, at any time, for any reason, with or without cause, upon ten (10) days' notice to Consultant, except that where termination or suspension is due to the fault of Consultant, the period of notice may be such shorter time as determined by City. Upon receipt of any notice of termination or suspension, Consultant shall immediately cease all services hereunder, unless the notice provides otherwise, or except such as specifically approved by City. Upon submittal of an invoice consistent with Section 2.2, Consultant shall be entitled to compensation for all services rendered prior to the effective date of the notice of termination or suspension and for any services authorized by City thereafter in accordance with the Schedule of Compensation, or such as may be approved by City, except as provided in Section 7.5. In event of termination, or suspension, without cause pursuant to this Section, there is no need to provide opportunity to cure pursuant to Section 7.3.

7.3 Default of Consultant and Opportunity to Cure. In the event that Consultant is in default under the terms of this Agreement, City shall not have any obligation or duty to continue compensating Consultant for any work performed after the date of default. Instead, City may give notice to Consultant of the default and the reasons for the default. The notice shall include the timeframe in which Consultant may cure the default. This timeframe is presumptively ten (10) days, but may be extended, or reduced, if circumstances warrant, as determined by City. During the period of time that Consultant is in default, City shall hold all invoices and shall, when the default is cured, proceed with payment on the invoices, without liability for interest. In the alternative, City may, in its sole discretion, elect to pay some or all of the outstanding invoices during the period of default. If Consultant does not cure the default by conclusion of noticed timeframe, City may immediately both terminate this Agreement with notice to Consultant as well as pursue the remedy in Section 7.4, without prejudice to any other remedy to which City may be entitled at law, in equity or under this Agreement. Any failure on the part of City to give notice of Consultant's default shall not be deemed to result in a waiver of City's legal rights or any rights arising out of any provision of this Agreement.

7.4 Termination for Default of Consultant. If termination is due to the failure of Consultant to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7 .3, take over the work and prosecute the same to completion by contract or otherwise, and Consultant shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Consultant for the purpose of set-off or partial payment of the amounts owed City therefor.

7.5 Retention of Funds. Consultant hereby authorizes City to deduct from any amount payable to Consultant (whether or not arising out of this Agreement) (i) any amounts the payment of which may be in dispute hereunder or which are necessary to compensate City for any losses, costs, liabilities, or damages suffered by City, and (ii) all amounts for which City may be liable to third parties, by reason of Consultant's acts or omissions in performing or failing to perform Consultant's obligation under this Agreement. In the event that any claim is made by a third party, the amount or validity of which is disputed by Consultant, or any indebtedness shall exist which shall appear to be the basis for a claim of lien, City may withhold from any payment due, without liability for interest because of such withholding, an amount sufficient to cover such claim. The failure of City to exercise such right to deduct or to withhold shall not, however, affect the obligations of Consultant to insure, indemnify, and protect City as elsewhere provided herein.

7.6 Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement. Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement. No delay or omission in the exercise of any right or remedy by a non-defaulting Party on any default shall impair such right or remedy or be construed as a waiver. Any waiver by either Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement of this Agreement imposes no additional obligations on City nor does it waive any rights hereunder. Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.

7. 7 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

7.8 Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to Government Code sections 905 et seq. and 910 et seq., in order to pursue a legal action under this Agreement.

7.9 Attorneys' Fees. If either Party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorneys' fees. Attorneys' fees shall include attorneys' fees on any appeal, and a Party entitled to attorneys' fees shall be entitled to all other reasonable costs for investigating such action, consultants' fees, taking depositions and discovery and all other necessary costs the court allows which are incurred in such litigation. Such fees and costs shall be enforceable whether or not such action is prosecuted to judgment.

ARTICLE 8. INDIVIDUAL LIABILITY, CONFLICTS AND NON-DISCRIMINATION

8.1 Non-liability of City Officers and Employees. No officer or employee of City shall be personally liable to Consultant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Consultant or to its successor, or for breach of any obligation of the terms of this Agreement.

8.2 Conflict of Interest. Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of services under this Agreement. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of City. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. City, in its sole discretion, shall determine the existence of a conflict of interest and may terminate this Agreement in the event such a conflict of interest exists upon sending Consultant written notice describing the conflict. No officer or employee of City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to this Agreement which affects their financial interest or the financial interest of any corporation, partnership or association in which they are, directly or indirectly, interested, in violation of any State statute or regulation. Consultant warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement.

8.3 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class in the performance of this Agreement.

Consultant shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin, ancestry or other protected class.

ARTICLE 9. MISCELLANEOUS PROVISIONS

9.1 Notices. Any notice or other communication either Party desires or is required to give to the other Party or any other person in regards to this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, which provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, in the case of City addressed to Parks and Recreation Director at City of Laguna Niguel, 29751 Crown Valley Parkway, Laguna Niguel, CA 92677, and in the case of Consultant, to the person(s) at the address designated on the execution page of this Agreement. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section.

9.2 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 either Party by reason of the authorship of this Agreement, headings used, or any other rule of construction which might otherwise apply.

9.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and such counterparts shall constitute one and the same instrument.

9.4 Integration: Amendment. This Agreement including the attachments hereto is the entire, complete and exclusive expression of the understanding of the Parties as to the Agreement. It is understood that there are no oral agreements between the Parties hereto affecting this Agreement, and this Agreement supersedes and cancels any and all prior and contemporaneous negotiations, arrangements, agreements and understandings, if any, between the Parties, concerning this Agreement, and none shall be used to interpret this Agreement. No amendment to or modification of this Agreement shall be valid unless made in writing, approved by City and Consultant, and consistent with the Laguna Niguel Municipal Code.

9.5 Severability. Should a portion of this Agreement be declared invalid or unenforceable by a judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

9.6 No Undue Influence. Consultant declares and warrants that no undue influence or pressure was used against or in concert with any officer or employee of City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of City has or will receive compensation, directly or indirectly, from Consultant, or from any officer, employee or agent of Consultant, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement.

Violation of this Section shall be a material breach of this Agreement entitling City to remedies in Section 7.4 and any and all remedies at law or equity.

9. 7 Corporate Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that (i) such Party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement, such Party is formally bound to the provisions of this Agreement, and (iv) entering into this Agreement does not violate any provision of any other agreement to which said Party is bound. This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties. [SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first-above written.

ATTEST:

Marissa J. Asistin, City Clerk

APPROVED AS TO FORM BY THE

CITY ATTORNEY FOR THE

CITY OF LAGUNA NIGUEL,
CALIFORNIA:

Scott C. Smith, City Attorney
CITY:

CITY OF LAGUNA NIGUEL, a California
municipal corporation
Tamara S. Letourneau, City Manager
CONSUL TANT:

DRONE DUDE dba DRONE STUDIOS
By: ------------ --
Name:

Title:

By: _____________ _
Name:

Title:

Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the following groups: 1) Chairperson of the Board, President or any Vice President; and 2) Secretary, any Assistant Secretary, Chief Financial Officer or any Assistant Treasurer. (Cal. Corp. Code§ 313.) APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS MAY

BE REQUIRED BY THE BYLAWS, ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULTANT'S BUSINESS ENTITY.

EXHIBIT A

SCOPE OF SERVICES
I. All work product is subject to review and acceptance by City, and must be revised by Consultant without additional charge to City until found satisfactory and accepted by City.

II. Consultant will perform services, described in Consultant's Proposal and City's RFP (refer to Section 1.2 for conflicts).

EXHIBIT B

SPECIAL REQUIREMENTS
(Superseding Agreement Template)

NOT APPLICABLE

EXHIBITC

SCHEDULE OF COMPENSATION
I. City will compensate Consultant for the services performed upon submission of a valid invoice, as described in Section 2.2.

II. The total compensation for the services identified in Exhibit A shall not exceed the aggregate of the Contract Sums, as described in Section 2.1 of this Agreement, and such Contract Sums are defined below for each of the Services Time Periods.

III. The total compensation for each Services Time Period is listed below. Funds available for each specific Services Time Period may not be transferred between the Services Time Periods listed below.

SERVICES TIME PERIODS

1. Time Period - 2026

2. Specific Sum - Fifty-Six Thousand Dollars ($56,000)

3. Contingency Sum- Five Thousand Six Hundred Dollars ($5,600)

4. Contract Sum - Sixty-One Thousand Six Hundred Dollars ($61,600)

1. Time Period - 2027

2. Specific Sum - Fifty-Six Thousand Dollars ($56,000)

3. Contingency Sum - Five Thousand Six Hundred Dollars ($5,600)

4. Total Sum - Sixty-One Thousand Six Hundred Dollars ($61,600)

1. Time Period - 2028

2. Specific Sum - Fifty-Six Thousand Dollars ($56,000)

3. Contingency Sum - Five Thousand Six Hundred Dollars ($5,600)

4. Total Sum - Sixty-One Thousand Six Hundred Dollars ($61,600) First of one-year option

1. Time Period - 2029

2. Specific Sum - Fifty-Six Thousand Dollars ($56,000)

3. Contingency Sum - Five Thousand Six Hundred Dollars ($5,600)

4. Contract Sum - Sixty-One Thousand Six Hundred Dollars ($61,600) Second of one-year option

1. Time Period - July 4, 2030

2. Specific Sum - Fifty-Six Thousand Dollars ($56,000)

3. Contingency Sum - Five Thousand Six Hundred Dollars ($5,600)

EXHIBITD

SCHEDULE OF PERFORMANCE
I. Consultant shall perform all services and deliver all work products timely in accordance with the schedule described in Consultant's Proposal and City's RFP (refer to Section 1.2 for conflicts).