Drone Display Contract – Custom Display Page 1 of 3
This Agreement is made this the _29th__ day of __June____ 2023, by and between Sky Elements, LLC, a Texas limited liability company, whose address is 3819 Rufe Snow Drive Ste 203, North Richland Hills, TX 76180, and hereinafter referred to as “Sky Elements” and _The City Of Redondo Beach___, hereinafter referred to as “Customer.” Sky Elements is in the business of providing drone display services, and Customer desires to have Sky Elements provide drone display services at Customer’s event(s). The parties therefore agree as follows:
DRONE DISPLAY(S): Sky Elements agrees to furnish to Customer with drone display services, hereinafter referred to as “Display(s)” The Display(s) will be conducted in accordance with the following specifications:
Display Date: __7/4/2023_________
Number of Drones in the Display: __200______
Display Location: __200 Portofino Way, Redondo Beach, CA 90277____ PAYMENT TERMS: Customer shall pay Sky Elements $65,000. Customer shall provide payment within 30 days of the Display Date.
SHOW DESIGN WORKFLOW: The drone display(s) design process is as follows:
1. Show Programing and Animation: Sky Elements will provide a pre-programmed show to the Customer.
No adjustments to shapes and images will be completed ias a part of this production.
2. Final Delivery: Sky Elements will perform the drone display(s) at Customer’s Event.
SECURE AREA: Customer agrees to furnish sufficient space for Sky Elements to properly conduct each Display as determined by the FAA (hereinafter “Secure Area"). For the purposes of the Agreement, “Unauthorized Persons" shall mean anyone other than the employees of Sky Elements or persons specifically designated in writing by Customer or the FAA. Customer will furnish list of designated persons by 5:30pm on July 3, 2023.
INDEMNIFICATION AND HOLD HARMLESS: To the extent authorized by California law, Customer agrees to hold Sky Elements harmless from any damages caused to Customer which results as a consequence of unauthorized persons entering the Secure Area. Furthermore, Customer agrees to defend and indemnify Sky Elements from any and all claims brought against Sky Elements for damages caused wholly or in part by Unauthorized Person who have entered the SecureArea.
AMENDMENT & ASSIGNMENT: This agreement may not be sold, assigned, amended, or transferred without the prior written consent of Sky Elements.
FORCE MAJEURE. If for any reason beyond its control including, but not limited to, strikes, labor disputes, accidents, government requisitions, acts of war, acts of God, epidemic, pandemic, governmental restrictions, or other similar events that would make the event impractical or impossible, the Parties agree Customer’s sole remedy is to transfer the display date subject to Sky Element’s availability. In no event will Sky Elements be liable for any damages, including, but not limited to consequential damages.
Drone Display Contract – Custom Display Page 2 of 3
PERMITS AND APPROVALS: Sky Elements shall obtain all necessary Federal Aviation Administration (FAA) approvals and permits to enable Sky Elements to perform fully hereunder, including airspace authorization needed for the Display(s). The client shall be responsible for obtaining and payment of all required local city permits, coordinating with local police, managing road closures, and arranging for necessary barricades.
JURISDICTION AND VENUE. It is hereby stipulated that this Agreement is governed by the laws of the State of California, and any suit involving this Contract shall be brought in Los Angeles County, California.
For Display(s) that include licensed music accompaniment, Customer agrees to verify with their organization, venue, sponsor, and/or municipality, the permission to simulcast music and agrees to pay any and all fees associated with the broadcast of said music in the public environment of theDisplay(s).
INSURANCE: Sky Elements will maintain the following insurance coverages in connection with the Display(s) described in this contract.
Commercial General Liability: $1,000,000
Automobile Liability: $1,000,000
Umbrella: $10,000,000
Workers Compensation: $1,000,000
Aviation Liability: $5,000,000
Sky Elements also agrees to include Customer as additional insured under the terms of this coverage. Sky Elements will provide a Certificate of Insurance. All entities listed on the certificate will be deemed an additional Insured per this contract.
CANCELLATION: Sky Elements shall determine what weather conditions, safety, or security concerns prohibit Sky Elements from proceeding with the Display(s); in the case of weather conditions, Sky Elements agrees to conduct the Display(s) on a mutually agreed upon rain/postponement date within one year from the original event date. Should Sky Elements be unable to perform the Display(s) at the Event due to safety concerns, security concerns, or in the case of cancellation by the customer, Sky Elements shall be entitled to $20,000. Final delivery is deemed to have occurred upon Sky Elements’competion of the Display(s). Customer also acknowledges that damages corresponding to lost opportunity by reason of cancellation are inherently difficult to calculate, and that the liquidated damages amounts set forth above are a reasonable attempt to measure and liquidate those highly speculative damages. [Signatures to follow on next page]
Drone Display Contract – Custom Display Page 3 of 3
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written.
SKY ELEMENTS, LLC
BY: Date:
Preston Ward, Manager / General Counsel
CUSTOMER
BY: Date:
Printed Name:
Company:
Title:
6/28/23