1020 East Pioneer Road Draper, Utah 84020

REQUEST FOR PROPOSALS (RFP)

DRONE LIGHT SHOW

Open: April 06, 2026 10:00 a.m. M.T. Type: RFP

Questions Close: April 16, 2026 2:00 p.m. MT Bid#: 26-12

Close: April 17, 2026 2:00 p.m. MT Currency: US Dollar

Draper City Contact Amy Tamamasui, Purchasing Agent amy.tamamasui@draperutah.gov

1. INTRODUCTION

Draper City (the "City") is soliciting competitive proposals from qualified and experienced service providers (“Contractor” or “Proposer”) to provide a Drone Light Show equipped with pyrotechnics for public entertainment purposes as part of the annual Draper Days Celebration. For purposes of this RFP, a Drone Light Show means a coordinated aerial display utilizing unmanned aerial vehicles (UAVs) equipped with synchronized lighting technology to create visual effects and animations, including integrated pyrotechnic effects.

Traditionally, the event has concluded with public fireworks display on Friday and Saturday evenings. The City is transitioning to a more sustainable option, with the Drone Light Show scheduled to commence on Friday evening. The successful Contractor must have a minimum of three (3) years of prior experience in executing public drone shows, with five (5) preferred. The City intends to award a multi-year contract to a single vendor with a proven record of executing large-scale drone shows, preferably for other municipalities.

The show will begin after dark, (approximately 10:05 pm MT), weather permitting, at the designated Draper Park field. Attendance is anticipated to be in the thousands. The selected Contractor should provide a show approximately 15-18 minutes in length with a minimum of 300–400 drones.

This event is typically held on Friday evening in July. Dates may vary between years and are typically finalized by the preceding January. The performance date for 2026 is Friday, July 17, 2026 at approximately 10:05pm MT (weather permitting).

Timeline, Amendments and Cancellation

The following chart presents the timeline for selecting a Contractor for this project.

*The deadline for Proposal Submissions is April 17, 2026 at 2:00 p.m. MT.

Draper City reserves the right to change the above-listed schedule as necessary, at its sole discretion. All Contractors will be notified of such changes.

Draper City also reserves the right to amend, cancel, or reissue this RFP at any time, at its sole discretion. All Contractors will be notified of such changes. The Contractor must respond to the final written RFP and any exhibits, attachments, and amendments.

2. REQUIREMENTS

Proposals must include the following (clearly labeled and referenced):

· Must fill out, sign, and attach the Proposal Response Cover Sheet (Attachment C)

· Attach Insurance Certificate

· Attach Proposal with all item requirements included

· Attach separate Price Sheet (do not include pricing in the technical component of the proposal)

· Attach a Business License and W9

· Attach a link to videos of drone shows or photos for Evaluation Committee to review

· Attach a Weather Cancellation Policy

1. Instructions for Proposal Preparation and Submission:

a. Contractors must submit a complete proposal that addresses all requirements, including the Scope of Work (SOW), Evaluation Criteria, and requested attachments. Proposals should be clear, concise, and well-organized.

b. Respond to each section in the order listed in the SOW.

c. Include all requested supporting documentation and attachments, clearly labeled. This includes, but is not limited to:

· References (Attachment D)

· Cost Proposal (separate)

· Value Added Services/Add Alternates

· Weather Cancellation Policy

2. Proposals that do not address all requirements or are missing requested attachments may be deemed non-responsive.

Note: Following these instructions ensures the Evaluation Committee can easily review and score your proposal against the weighted criteria.

3. SCOPE OF WORK

The successful Contractor shall provide a turnkey Drone Light Show, including all planning, choreography, equipment, operations, safety, permitting, and post-event services necessary for a complete and professional performance. The Base Proposal shall meet all requirements listed below. Optional enhancements may be proposed as Add Alternates.

A. BASE PROPOSAL REQUIREMENTS

i. Minimum 300–400 synchronized LED drones, with final quantity proposed by the Contractor based on optimal visual performance and site conditions.

ii. Show duration of approximately 15–18 minutes, including all choreographed sequences.

iii. Fully choreographed drone light show, including custom animation sequences synchronized to music.

iv. Include a segment recognizing the America 250 Semiquincentennial, highlighting the 250th anniversary of the United States, with thematically appropriate visuals.

v. GPS-synchronized flight systems with redundancy, fail-safes, and real-time monitoring.

vi. Ensure visibility for large public audiences using high-brightness LED drones and appropriate formation scaling.

vii. Obtain all required FAA airspace authorizations, waivers, and other permits necessary to conduct drone operations. The Contractor is fully responsible for regulatory compliance.

viii. Project Location & Site Requirements:

1. The designated launch site is an unimproved area with dirt and uneven terrain. The City makes no representations regarding grade, compaction, or surface stability, and will not perform any surface preparation. Each Proposer must independently assess the site (a site visit is strongly recommended). Any additional surface preparation, stabilization, or equipment required shall be included in the Proposer’s cost.

2. Site map included in Exhibit A

ix. Provide all on-site operations, including launch, flight control, monitoring, and recovery of drones.

x. Develop and implement a comprehensive safety plan, including crowd buffer zones, emergency procedures, risk mitigation, and coordination with local public safety agencies.

xi. Conduct pre-event testing and validation, including:

1. Off-site full-sequence testing,

2. Submission of animation previews/simulations,

3. On-site system checks, and

4. Verification of GPS synchronization, communications, and safety systems.

xii. Develop a custom show design in collaboration with Draper City, including submission of concept renderings and/or storyboards for City review and approval.

xiii. City Review & Revisions:

1. Draper City may request up to three (3) rounds of edits.

2. Additional edits beyond the allowed rounds may be submitted as a change order with separate cost.

3. All edits must remain within technical feasibility and safety limits.

xiv. Incorporate custom visual elements and thematic content reflecting Draper City, subject to technical feasibility and safety constraints:

1. Themes, symbols, or concepts (e.g., outdoor recreation, local landmarks, community identity)

2. Requested content translated into drone-compatible formations

3. Final content mutually agreed upon and included in approved show script.

xv. Provide music synchronization. Draper City may request specific songs; the Contractor shall coordinate licensing and synchronization at its own expense (included in the all-inclusive price).

xvi. Aerial Pyrotechnic Effects (Required):

1. Minimum of 30 drones capable of carrying or deploying pyrotechnic effects, or Contractor may propose equivalent effect density using alternative systems.

2. Minimum of three (3) distinct pyrotechnic sequences, distributed throughout the performance (e.g., opening, mid-show highlight, finale).

3. Each sequence shall be clearly visible to the audience and coordinated with drone choreography.

4. Contractor shall specify in its proposal:

a. Number of pyrotechnic-capable drones or devices,

b. Types of effects (e.g., spark, comet, strobe, low-hazard aerial effects),

c. Timing and duration of each sequence,

d. Conduct strike, teardown, and site restoration following the event.

Each Add Alternate shall include a separate cost and detailed description. Add Alternates will not be scored as part of the Base Proposal but may be considered for award if budget allows.

B. COST PROPOSAL – BASE REQUIREMENTS

The Cost Proposal shall include a firm, all-inclusive lump-sum price to deliver the turnkey Drone Light Show as described in the Base Proposal. The price must cover all planning, choreography, equipment (including pyrotechnic-capable drones), materials, labor, testing, safety measures, permitting, licensing fees, and poste-event restoration. Itemized breakdown is optional but recommended.

1. Description of the enhancement (e.g., extra pyrotechnic sequences, extended show, full on-site rehearsal, specialized animations),

2. Separate all-inclusive cost, including labor, equipment, materials, and required permits/licensing,

3. Technical details or limitations (number of drones, duration, sequence count, etc.),

4. Add Alternates will be considered separately and are not required for responsiveness.

D. QUALIFICATIONS

i. Minimum of three (3) years (five (5) preferred) of demonstrated experience in public drone light shows of similar scale, including integrated pyrotechnics.

ii. Must meet the minimum insurance requirements and be licensed in the State of Utah.

iii. Provide a custom Music Soundtrack approved by the City and synchronized to the show design.

iv. Adhere to the fire marshal requirements and be available for inspections on event day.

v. Provide your own power source if needed.

E. DELIVERABLES

The selected Contractor shall provide:

i. Detailed Flight Plan & Animation Design (pre-approved) showing all drone movements, light patterns, timing, and effects. The contractor may incorporate sponsor logos or messaging into the animation at their discretion.

ii. Comprehensive Safety Plan & Compliance Documentation outlining risk mitigation, emergency procedures, and proof of FAA approvals, as well as insurance coverage and any other regulatory compliance documentation.

iii. All Equipment & Setup, fully operational for the event.

iv. Live Drone Light Show Execution per the approved flight plan, including all agreed-upon patterns, colors, and duration.

v. Post-Show Report – A summary confirming completion of all deliverables, documenting any incidents or deviations, and providing final confirmation that the show met all specifications and safety requirements.

F. ADDITIONAL REQUIRED INFORMATION

The selected Contractor will collaborate with City staff and the City’s contracted event planner on all project matters, including budget, timelines, accessibility, permits, and coordination with local businesses or organizations.

G. CITY ETHICS REQUIREMENT.

i. Include the following two paragraphs in your proposal and then add your own written acknowledgment that you have read the paragraphs and agree to comply with their terms:

REPRESENTATION REGARDING ETHICAL STANDARDS. The Proposer represents that it has not: (1) provided an illegal gift or payoff to a City officer or employee or former City officer or employee, or his or her relative or business entity; (2) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, or brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies; (3) knowingly breached any of the ethical standards set forth in the City's conflict of interest ordinance, Title 19, Chapter 2 of the Draper City Municipal Code; or (4) knowingly influenced, and hereby promises that it will not knowingly influence, a City officer or employee or former City officer or employee to breach any of the ethical standards set forth in Title 19, Chapter 2 of the Draper City Municipal Code.

ii. It is the City’s policy that City employees are prohibited from personally accepting gifts, incentives, or marketing or promotional items from suppliers and that suppliers shall not offer such items to City employees. Such offers from suppliers are inappropriate and may result in suspension or debarment of the supplier from the City's procurement processes.

iii. Contractors are hereby informed of the City's requirement to comply with Utah Code Title 63G Chapter 12, which requires registration and participation in the Federal Status Verification System (E-Verify). Please state whether your company is currently registered and participating. If not, describe how you will meet this requirement if selected.

4. PROPOSAL EVALUATION PROCEDURE

The Evaluation Committee will evaluate all responsive proposals. The City may request interviews or demonstrations from qualified Proposers. No contact is permitted with Draper City Council members, the Mayor, or any City personnel except Amy Tamamasui (or designee) regarding this RFP.

All Proposals will be evaluated based on the following criteria:

Experience and Qualifications:

a) Demonstrated experience delivering Drone Light Shows of similar scale and complexity including integrated pyrotechnics.

b) Qualifications and certifications of key personnel, including FAA compliance and operational expertise.

c) Proven track record with large public events and multi-agency coordination.

d) Quality of references from previous clients.

Quality of Animation, Creativity & City Integration:

a) Originality and visual appeal of proposed drone choreography, light patterns and custom animations.

b) Integration of Draper City themes, including the ability to incorporate logos, messages, and other event-specific elements into the show design.

c) Responsiveness to City input, including incorporation of up to three (3) rounds of requested edits.

d) Synchronization with music, ensuring cohesive timing between audio and visual elements.

e) Realism and technical feasibility of the proposed choreography and animations based on drone capabilities.

Safety, Compliance & Risk Mitigation:

a) Comprehensive safety plan including crowd buffer zones, emergency procedures, and coordination with local public safety agencies.

b) Evidence of FAA approvals and regulatory compliance, including all required federal, state, and local permits.

c) Licensed and compliant pyrotechnic operations, where applicable, including adherence to all safety standards.

d) Insurance coverage and risk mitigation procedures, demonstrating the Contractor’s ability to manage operational and public safety risks.

e) Weather contingency planning, including procedures for delays, cancellations, and rescheduling.

Equipment & Technical Capability:

a) Adequacy of drone fleet size (300-400 drones) to achieve desired visual impact.

b) Availability of minimum 30 pyrotechnic-capable drones or equivalent effect systems.

c) Use of high-brightness LED’s for visibility to large audiences.

d) GPS synchronization and redundant safety systems to ensure reliable operations.

e) Overall technical reliability and feasibility of executing the proposed show, including timing, sequencing, and integration effects.

Cost Proposal Submission Requirements (separate from technical proposal) Contractors shall submit a complete and detailed Cost Proposal for the Base Proposal and any optional enhancements.

a) Base - Total Cost

1) Provide a firm, lump sum cost for the turnkey Drone Light Show.

b) Itemized Breakdown – Optional but recommended, including costs for:

1) Flight plan & animation design

2) Equipment and setup

3) Safety compliance and insurance

4) Rehearsal/testing

5) Live show execution

c) Optional Add Alternate Services – Cost for any optional features:

1) Such as interactive elements

2) Special effects

3) Enhanced lighting.

d) Assumptions & Exclusions – Clearly Identify any assumptions (e.g., weather delays, power supply needs) and exclusions

e) Add Alternates/Optional Enhancements

1) Any additional services offered beyond the RFP requirements, such as optional pyrotechnics, interactive elements, special effects, enhanced lighting, or audience engagement feature.

2) Value added services are optional bonus points and will be scored to reward proposals that clearly enhance the show or provide extra benefits to the City. Contractors not proposing Added Alternate services will NOT lose points in the core evaluation.

3) Proposals should clearly describe any assumptions, exclusions, or required City support for these services.

The City reserves the right to request additional information, clarifications, or interviews with shortlisted contractors during the evaluation process. The contract will be awarded to the Contractor whose proposal is deemed most advantageous to the City based on the evaluation criteria and the overall best value to the community.

The Contractor with the overall highest score may be awarded the contract. The City reserves the right to make no awards following this RFP.

5. PROPOSAL DEADLINE AND SUBMISSION

A. Proposal Close Date The close date and time is Friday April 17, 2026 at 2:00 pm MT. The City will not be responsible for late submissions. No proposal will be accepted after the RFP closes. Corrections or modifications to submitted proposals after the deadline will not be considered, unless specifically requested by the City for purposes of clarifying the RFP.

B. Proposal Submission The following will apply to all proposals:

1) Proposals must be signed by the Contractor (electronic signatures are acceptable) and in the case of a firm or company, by its President, Chief Executive, or an individual authorized to act on behalf of the company. The name of the individual submitting the proposal must be provided.

2) No oral proposals or oral modification of an existing submitted proposal will be considered.

3) Under no circumstances are City staff, or its elected officials, permitted to comment on or have any involvement in the preparation of a proposal.

4) All written and electronic communications pertaining to this RFP shall be subject to disclosure pursuant to the Utah Government Records Access and Management Act (GRAMA). Proposals will be subject to disclosure under GRAMA only after they are no longer classified as protected under Utah Code § 63G-2-305(6).

ORAL INTERVIEWS AND SITE VISITS MAY BE CONDUCTED WITH ONE OR MORE PROSPECTIVE CONTRACTORS. THE DECISION OF THE CITY'S EVALUATION COMMITTEE SHALL BE FINAL AND CONCLUSIVE.

6. RFP AWARD METHODOLOGY

A. An RFP award shall be based on awarding to the highest-scoring contractor that meets all of the requirements.

B. The Evaluation Committee reserves the right to recommend a Contractor based upon the written proposal, without further discussions. Should the Committee determine, that further discussions would be in the best interest of the City, the Committee shall establish procedures and schedules for conducting discussions and will notify the qualified Contractor. When in the best interest of the City, the Committee may permit qualified Contractors to revise their proposals by submitting a “Best And Final” Proposal.

C. It is the City’s intention to award this contract to a single Contractor, however, the City may reject all proposals if requirements are not met.

D. To determine which Contractor provides the best value to the procurement unit, the Evaluation Committee shall evaluate proposals that have not been disqualified from consideration under the provisions using the criteria described in this RFP.

E. Any contract resulting from this Request for Proposal shall not be considered legally binding or fully executed until it has been signed by all required authorized representatives, including the Contractor, the Draper City Department Head, the City Attorney, and the City Recorder. For contracts exceeding $25,000, approval and signature by the City Manager is also required. No work shall commence until the contract is fully executed.

F. The City can reject any and all proposals. The City can waive any informality or technicality in any proposal received if the City believes it would serve the best interest of the City.

7. TERM OF AGREEMENT

A. It is the intent of the City to enter into an agreement with the successful Contractor for a term of one (1) year with four (4) additional one (1) year renewal options agreement.

B. 3% COLA or CPI, whichever is greater, will be the annual increase.

C. Payment Terms:

· The City will remit payment within thirty (30) days following successful completion and acceptance of the services and receipt of a complete and accurate invoice.

· At the City’s discretion, an initial deposit not to exceed (20-30%) of the total contract value may paid in accordance with the terms outlined above.

· All payments are contingent upon the Contractor’s compliance with the terms of this agreement, including delivery of all required services, documentation, and applicable permits.

8. AGREEMENT RULES

A. No oral understanding or agreement shall be binding on either party.

B. Prices quoted must be guaranteed for 1 year.

C. The City reserves the right to terminate any order resulting from this RFP for reasons deemed to be in the best interests of the City.

D. It is the Contractors responsibility to register for notification to receive any changes, corrections, question/answer documents, and addendums issued for RFP (proposal) documents.

1) To receive notification of question/answer information and addendums added to a current RFP the Consultant must complete a one-time registration by providing their company information through Bonfire Euna Procurement E. Protests of Specifications or Award of Contract:

1) Any actual or prospective bidder, offeror, or consultant who is aggrieved in connection with the RFP solicitation or award of a contract may submit a protest to the City Purchasing Agent.

a) Protest of Specifications: A protest regarding the specifications of a solicitation must be submitted in writing prior to the closing date, and must list the pertinent facts giving rise to the protest.

b) Protest of Contract Award or Purchase: A protest regarding the award of the contract or purchase order must be submitted in writing within ten (10) days of the award of a contract or purchase order and must list the pertinent facts giving rise to the protest.

9. PROPOSAL SUBMITTAL

This RFP is an “ELECTRONIC REPLY” only.

A. All Proposals are to be submitted by the deadline listed in the RFP Timeline to the Utah Public Procurement Place (U3P) https://utah.bonfirehub.com/. It is the sole responsibility of the Contractor to ensure that U3P receives the complete proposal prior to the closing date and time. Any RFP modifications received after the due date and closing time will not be accepted. If you need assistance using the U3P system, please contact U3P Administration.

B. All information and documents must be fully entered, uploaded, acknowledged (confirmed), and recorded into U3P before the closing time or the system will stop the process and the response will be considered late and will not be accepted. Please be aware that entering information and uploading documents into U3P may take considerable time. Please allow sufficient time to complete the online forms and upload documents. Contractors should not wait until the last minute to submit a response. It is recommended that the Contractor submit the proposal a minimum of 24-hours prior to the closing deadline.

C. Responses submitted in U3P are completely secure. No one (including the Purchasing Agent) can see responses until after the deadline.

Questions and Inquiries A. Any questions regarding any part of this RFP must be directed to the U3P website https://purchasing.utah.gov/for-vendors/ on the Q & A Board where questions and answers will be posted so all bidders are aware of the information.

B. It is the responsibility of all Contractors to examine the entire RFP and seek clarification of any item or requirements that may not be clear and to check all responses for accuracy before submitting a proposal.

C. The deadline for questions is April 16, 2026 at 2:00 p.m. MT.

ATTACHMENT A: STANDARD TERMS AND CONDITIONS

1. AUTHORITY: Provisions of this Contract are pursuant to the authority set forth in Draper City’s Municipal Code Chapter 3-3. Mandatory applicable state and federal law and regulations also apply.

2. CONTRACT JURISDICTION, CHOICE OF LAW, AND VENUE: The provisions of this Contract shall be governed by the laws of the State of Utah. The parties will submit to the jurisdiction of the courts of the State of Utah for any dispute arising out of this Contract or the breach thereof. Venue shall be in Salt Lake County.

3. RECORDS ADMINISTRATION: The CONTRACTOR shall maintain, or supervise the maintenance of all records necessary to properly account for the payments made to the CONTRACTOR for costs authorized by this contract. These records shall be retained by the CONTRACTOR for at least four years after the contract terminates, or until all audits initiated within the four years, have been completed, whichever is later.

4. AUDIT OF RECORDS: The CONTRACTOR agrees to allow City, State, and Federal auditors, access to all the records to this contract, for audit and inspection, and monitoring of services. Such access will be during normal business hours, or by appointment.

5. CONFLICT OF INTEREST: Contractor represents that none of its officers or employees are officers or employees of Draper City, unless disclosure has been made in accordance with City ordinances and policies. Further, contractor certifies that it has not offered or given any gift or compensation prohibited by local, state, or federal law, to any officer or employee of Draper City to secure favorable treatment with respect to being awarded this Contract.

6. INSURANCE: See Attachment B.

7. CONTRACTOR, AN INDEPENDENT CONTRACTOR: Contractor shall be an independent contractor, and as such shall have no authorization, express or implied to bind Draper City to any agreements, settlements, liability or understanding whatsoever, and agrees not to perform any acts as agent for the City, except as expressly set forth herein. The CONTRACTOR shall be responsible for the payment of all income tax and social security amounts due as a result of payments received from the CITY for these contract services. Persons employed by the CITY and acting under the direction of the CITY shall not be deemed to be employees or agents of the CONTRACTOR.

8. INDEMNITY CLAUSE: The CONTRACTOR agrees to indemnify, save harmless, and release Draper City, and all its officers, agents, volunteers, and employees from and against any and all loss, damages, injury, liability, suits, and proceedings arising out of the performance of this contract which are caused in whole or in part by the negligence of the CONTRACTOR'S officers, agents, volunteers, or employees, but not for claims arising from the City's sole negligence. This clause shall survive the termination or expiration of the contract.

9. EQUAL OPPORTUNITY CLAUSE: The CONTRACTOR agrees to abide by the provisions of Title VI and VII of the Civil Rights Act of 1964 (42USC 2000e) which prohibits discrimination against any employee or applicant for employment or any applicant or recipient of services, on the basis of race, religion, color, or national origin; and further agrees to abide by Executive Order No. 11246, as amended, which prohibits discrimination on the basis of sex; 45 CFR 90 which prohibits discrimination on the basis of age; and Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990 which prohibits discrimination on the basis of disabilities. Also, the CONTRACTOR agrees to abide by Utah's Executive Order, dated June 30, 1989, which prohibits sexual harassment in the workplace.

10. SEVERABILITY CLAUSE: A declaration by any court, or any other binding legal source, that any provision of this contract is illegal and void shall not affect the legality and enforceability of any other provision of this contract, unless the provisions are mutually dependent.

11. RENEGOTIATION OR MODIFICATIONS: This contract may be amended, modified, or supplemented only by written amendment to the contract, executed by the parties hereto, and attached to the original signed copy of the contract.

12. DEBARMENT: The CONTRACTOR certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract), by any governmental department or agency. If the CONTRACTOR cannot certify this statement, attach a written explanation for review by the City.

13. SALES TAX EXEMPTION: Draper City’s sales and use tax exemption number is 12605025-002-STC. The tangible personal property or services being purchased are being paid from City funds and used in the exercise of the City’s essential functions. If the items being purchased are construction materials, they will be converted into real property by employees of the City.

14. WARRANTY: The contractor agrees to warrant and assume responsibility for all products or services that it licenses, contracts, or sells to Draper City under this contract for a period of one year, unless otherwise specified and mutually agreed upon elsewhere in this contract. Product liability disclaimers and/or warranty disclaimers from the seller are not applicable to this contract unless otherwise specified and mutually agreed upon elsewhere in this contract. In general, the contractor warrants that: (1) the product or services will do what the salesperson said it would do, (2) the product or services will live up to all specific claims that the manufacturer makes in their advertisements, (3) the product or services will be suitable for the ordinary purposes for which such product is used, (4) the product or services will be suitable for any special purposes that Draper City has relied on the contractor’s skill or judgment to consider when it advised the City about the product or services and in response to the RFP, (5) the product has been properly designed and manufactured, and (6) the product is free of significant defects or unusual problems about which the City has not been warned. Remedies available to Draper City include the following: The contractor will repair or replace (at no charge to the City) the product or services whose nonconformance is discovered and made known to the contractor in writing. The contractor shall repair or replace (at no charge to the City) all non- conforming products and services that the City discovers and makes known to the Contractor in writing. Nothing in this warranty will be construed to limit any rights or remedies Draper City may otherwise have under this contract or provided under the Uniform Commercial Code of the State of Utah.

15. LAWS AND REGULATIONS: At all times during this Contract, Contractor and all Procurement Items delivered and/or performed under this Contract will comply with all applicable federal and state constitutions, laws, rules, codes, orders, and regulations, including applicable licensure and certification requirements. If this Contract is funded by federal funds, either in whole or in part, then any federal regulation related to the federal funding, including CFR Appendix II to Part 200, will supersede this Attachment A.

16. TERMINATION: This Contract may be terminated, with cause by either party, in advance of the specified expiration date, upon written notice given by the other party. The party in violation will be given ten (10) days after written notification to correct and cease the violations, after which this Contract may be terminated for cause immediately and is subject to the remedies listed below. This Contract may also be terminated without cause (for convenience), in advance of the specified expiration date, by Draper, upon thirty (30) days written termination notice being given to the Contractor. Draper and the Contractor may terminate this Contract, in whole or in part, at any time, by mutual agreement in writing. On termination of this Contract, all accounts and payments will be processed according to the financial arrangements set forth herein for approved Services ordered prior to date of termination.

17. NONAPPROPRIATION OF FUNDS, REDUCTION OF FUNDS, OR CHANGES IN LAW: Upon thirty (30) days written notice delivered to the Contractor, this Contract may be terminated in whole or in part at the sole discretion of Draper, if Draper reasonably determines that: (i) a change in Federal or State legislation or applicable laws materially affects the ability of either party to perform under the terms of this Contract; or (ii) that a change in available funds affects Draper’s ability to pay under this Contract. A change of available funds as used in this paragraph includes, but is not limited to, a change in Federal or State funding, whether as a result of a legislative act or by order of the President or the Governor.

If a written notice is delivered under this section, Draper will reimburse Contractor for the Services properly ordered until the effective date of said notice. Draper will not be liable for any performance, commitments, penalties, or liquidated damages that accrue after the effective date of said written notice.

18. SUSPENSION OF WORK: Should circumstances arise which would cause Draper to suspend Contractor’s responsibilities under this Contract, but not terminate this Contract, this will be done by written notice. Contractor’s responsibilities may be reinstated upon advance formal written notice from Draper.

19. PUBLIC INFORMATION: Contractor agrees that this Contract, related purchase orders, related pricing documents, and invoices will be public documents and may be available for public and private distribution in accordance with the State of Utah’s Government Records Access and Management Act (GRAMA). Contractor gives Draper and the State of Utah express permission to make copies of this Contract, related sales orders, related pricing documents, and invoices in accordance with GRAMA. Except for sections identified in writing by Contractor and expressly approved by the State of Utah Division of Purchasing and General Services, Contractor also agrees that the Contractor’s Proposal to the Solicitation will be a public document, and copies may be given to the public as permitted under GRAMA. Draper is not obligated to inform Contractor of any GRAMA requests for disclosure of this Contract, related purchase orders, related pricing documents, or invoices.

20. ACCEPTANCE AND REJECTION: Draper shall have thirty (30) days after the performance of the Services to perform an inspection of the Services to determine whether the Services conform to the standards specified in the Solicitation and this Contract prior to acceptance of the Services by Draper.

If Contractor delivers nonconforming Services, Draper may, at its option and at Contractor’s expense: (i) return the Services for a full refund; (ii) require Contractor to promptly correct or reperform the nonconforming Services subject to the terms of this Contract; or (iii) obtain replacement Services from another source, subject to Contractor being responsible for any cover costs.

21. INVOICING: Contractor will submit invoices within thirty (30) days of Contractor’s performance of the Services to Draper. The contract number shall be listed on all invoices, freight tickets, and correspondence relating to this Contract. The prices paid by Draper will be those prices listed in this Contract, unless Contractor offers a prompt payment discount within its Proposal or on its invoice. Draper has the right to adjust or return any invoice reflecting incorrect pricing.

22. PAYMENT: Payments are to be made within thirty (30) days after a correct invoice is received. The acceptance by Contractor of final payment, without a written protest filed with Draper within ten (10) business days of receipt of final payment, shall release Draper from all claims and all liability to the Contractor. Draper’s payment for the Services shall not be deemed an acceptance of the Services and is without prejudice to any and all claims that Draper may have against Contractor. Draper will not allow the Contractor to charge end users electronic payment fees of any kind.

23. TIME IS OF THE ESSENCE: The Services shall be completed by any applicable deadline stated in this Contract. For all Services, time is of the essence. Contractor shall be liable for all reasonable damages to Draper and anyone for whom Draper may be liable as a result of Contractor’s failure to timely perform the Services required under this Contract.

24. CHANGES IN SCOPE: Any changes in the scope of the Services to be performed under this Contract shall be in the form of a written amendment to this Contract, mutually agreed to and signed by both parties, specifying any such changes, fee adjustments, any adjustment in time of performance, or any other significant factors arising from the changes in the scope of Services.

25. STANDARD OF CARE: The Services of Contractor and its Subcontractors shall be performed in accordance with the standard of care exercised by licensed members of their respective professions having substantial experience providing similar services which similarities include the type, magnitude, and complexity of the Services that are the subject of this Contract. Contractor shall be liable to Draper and the State of Utah for claims, liabilities, additional burdens, penalties, damages, or third party claims (e.g., another Contractor’s claim against the State of Utah), to the extent caused by wrongful acts, errors, or omissions that do not meet this standard of care.

26. REVIEWS: Draper reserves the right to perform plan checks, plan reviews, other reviews, and/or comment upon the Services of Contractor. Such reviews do not waive the requirement of Contractor to meet all of the terms and conditions of this Contract.

27. ASSIGNMENT: Contractor may not assign, sell, transfer, subcontract or sublet rights, or delegate any right or obligation under this Contract, in whole or in part, without the prior written approval of Draper.

28. REMEDIES: Any of the following events will constitute cause for Draper to declare Contractor in default of this Contract: (i) Contractor’s non-performance of its contractual requirements and obligations under this Contract; or (ii) Contractor’s material breach of any term or condition of this Contract. Draper may issue a written notice of default providing a ten (10) day period in which Contractor will have an opportunity to cure. Time allowed for cure will not diminish or eliminate Contractor's liability for damages. If the default remains after Contractor has been provided the opportunity to cure, Draper may do one or more of the following: (i) exercise any remedy provided by law or equity; (ii) terminate this Contract; (iii) impose liquidated damages, if liquidated damages are listed in this Contract; (iv) debar/suspend Contractor from receiving future contracts from Draper or the State of Utah; or (v) demand a full refund of any payment that Draper has made to Contractor under this Contract for Services that do not conform to this Contract.

29. FORCE MAJEURE: Neither party to this Contract will be held responsible for delay or default caused by fire, riot, act of God, and/or war which is beyond that party's reasonable control. Draper may terminate this Contract after determining such delay will prevent successful performance of this Contract.

30. WAIVER: A waiver of any right, power, or privilege shall not be construed as a waiver of any subsequent right, power, or privilege.

31. ATTORNEY’S FEES: In the event of any judicial action to enforce rights under this Contract, the prevailing party shall be entitled its costs and expenses, including reasonable attorney’s fees incurred in connection with such action.

32. PROCUREMENT ETHICS: Contractor understands that a person who is interested in any way in the sale of any supplies, services, construction, or insurance to Draper is violating the law if the person gives or offers to give any compensation, gratuity, contribution, loan, reward, or any promise thereof to any person acting as a procurement officer on behalf of Draper, or to any person in any official capacity participates in the procurement of such supplies, services, construction, or insurance, whether it is given for their own use or for the use or benefit of any other person or organization.

33. DISPUTE RESOLUTION: Prior to either party filing a judicial proceeding, the parties agree to participate in the mediation of any dispute. Draper, after consultation with the Contractor, may appoint an expert or panel of experts to assist in the resolution of a dispute. If Draper appoints such an expert or panel, Draper and Contractor agree to cooperate in good faith in providing information and documents to the expert or panel in an effort to resolve the dispute.

34. SURVIVAL OF TERMS: Termination or expiration of this Contract shall not extinguish or prejudice Draper’s right to enforce this Contract with respect to any default or defect in the Services that has not been cured.

35. SEVERABILITY: The invalidity or unenforceability of any provision, term, or condition of this Contract shall not affect the validity or enforceability of any other provision, term, or condition of this Contract, which shall remain in full force and effect.

36. ENTIRE AGREEMENT: This Contract constitutes the entire agreement between the parties and supersedes any and all other prior and contemporaneous agreements and understandings between the parties, whether oral or written.

Under Utah Code 63G-27-201, Draper City is prohibited by state law from entering into a contract with a company with 10 or more full-time employees that is currently engaged in a boycott of the State of Israel or an economic boycott. Please provide a certification that the company is not engaged in such boycotts or that your company has fewer than 10 full-time employees. The company agrees not to boycott the State of Israel for the duration of the performance of the agreement. If the company begins to engage in an economic boycott, it must notify the city immediately.

ATTACHMENT B: INSURANCE REQUIREMENTS

Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder, and the results of that work by the Contractor, his agents, representatives, employees or subcontractors. Coverage must include operations involving unmanned aircraft systems (UAS/drones), synchronized light shows, and aerial pyrotechnic effects.

MINIMUM SCOPE AND LIMIT OF INSURANCE

Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Comprehensive General Liability Insurance on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Coverage must not contain any exclusion for unmanned aircraft systems or pyrotechnic/aerial effects operations.

2. Automobile Liability: Auto Liability insurance covering any auto, or if Contractor has no owned autos, hired, and non-owned autos, with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: Workers’ Compensation insurance with statutory limits as required by the Workers’ Compensation Act of the State of Utah unless a waiver of coverage is allowed and acquired pursuant to Utah law and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. This requirement does not apply to individuals not employed with a company or other commercial entity.

If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, Draper City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Draper City.

4. Unmanned Aircraft (Aviation) Liability (or endorsement to CGL): Minimum $2,000,000 per occurrence specifically covering drone operations, including swarm/light show activities and any payload/pyrotechnic deployments. If not provided as a separate policy, the CGL must include an aviation/drone endorsement with no aircraft exclusion.

5. Professional Liability (Errors and Omissions): Insurance appropriate to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, Draper City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Draper City.

Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Status Draper City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage shall be provided in the form of an endorsement.

Primary Coverage For any claims related to this contract, the Contractor’s insurance coverage shall be primary coverage as respects Draper City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by Draper city, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

Notice of Cancellation Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to Draper City.

Waiver of Subrogation Contractor hereby grants to Draper City a waiver of any right to subrogation, which any insurer of said Contractor may acquire against Draper City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not Draper City has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions Self-insured retentions must be declared to and approved by Draper City. Draper City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Entity.

Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to Draper City.

Claims Made Policies If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Verification of Coverage Contractor shall furnish Draper City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Draper City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. Draper City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Special Risks or Circumstances Draper City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Notice of Incident or Accident Contractor shall agree to disclose to Draper City, all incidents or occurrences of accident, injury, and/or property damage covered by the insurance policy or policies.

Indemnification Contractor shall indemnify, defend, and hold harmless Draper City, its elected officials, officers, agents, employees and volunteers from all damages, costs or expenses in law or equity, including attorney’s fees, that may at any time arise or be set up because of damages to property, bodily injury or personal injury received by reason of or in the course of providing goods and services provided to Draper City which…