TOWN OF GLASTONBURY

INVITATION TO BID

BID # ITEM DATE & TIME REQUIRED

GL-2026-19 America’s 250th Anniversary Drone Show March 12, 2026 at 11:00 A.M.

The Town of Glastonbury is currently seeking bids from a qualified vendors to perform a 15-20 minute drone light show for the America’s 250th Anniversary at Riverfront Park in Glastonbury Connecticut.

Bidders submitting a response for this solicitation are directed to respond online through a secure e- Procurement portal. Bids can be submitted at the following link: https://glastonburyct.bonfirehub.com/ under the BID title “GL-2026-19 – America’s 250th Anniversary Drone Show” Bidders will be required to create a profile before submitting their bid. Step-by-step instructions on how to register as a vendor are available at this website: https://customer.eunasolutions.com/public/s/article/vendor-registration

Bid Forms, and requirements for the drone light show may be obtained from the Town’s website at www.glastonbury-ct.gov at no cost. Bids must be submitted electronically no later than the time and date indicated above. No late bids will be accepted.

The Town reserves the right to waive informalities and defects, or reject any part of, or the entire bid, or to seek clarification of additional information from any bidder when said action is deemed to be in the best interest of the Town.

The Town of Glastonbury is an Affirmative Action/Equal Opportunity Employer. Minority / Women / Disadvantaged Business Enterprises are encouraged to bid.

The Town reserves the right to amend or withdraw this Invitation to Bid for any reason, to accept or reject any or all Bids, to waive any informalities or non-material deficiencies in any Bid, to seek clarification or additional information from any Bidder and to make such award (or make no award) of a contract in connection with this Invitation to Bid all as determined by the Town, in its discretion, to be in the best interest of the Town. A Bid may be rejected for irregularities of any kind, including without limitation, alteration of form, additions not called for, conditional proposals, and incomplete Bids. A Bid may also be rejected if, in the opinion of the Town, the Bid does not meet the standard of quality established by the Bidding Documents. Any or all Bids may be rejected if there is any reason to believe that collusion exists among two or more Bidders. The foregoing provisions are for illustrative purposes and shall in no way limit the right of the Town to reject any and all Bids, in whole or in part.

Gina Consiglio Purchasing Agent

TABLE OF CONTENTS SECTION/PAGE

Information for Bidders IB 1-2

Bid Proposal BP 1-9

ATTACHMENT A: DRAFT VENDOR SERVICES AGREEMENT FOR TOWN OF GLASTONBURY

IB- 1 -

Bidders submitting a response for this solicitation are directed to respond online through a secure e- Procurement portal. Bids can be submitted at the following link: https://glastonburyct.bonfirehub.com/ under the bid title “GL-2026-19 – America’s 250th Anniversary Drone Show”. Bidders will be required to create a profile before submitting their bid. Step-by-step instructions on how to register as a vendor are available at this website:

https://customer.eunasolutions.com/public/s/article/vendor-registration

Bidders will be required to upload their bid response in one consolidated pdf document in the following file located in the bid portal:

• Bid Response & Related Documents

2. Whenever it is deemed to be in the best interest of the Town, The Town Manager, Purchasing

Agent or designated representative shall waive informalities or defects in any and all bids. The right is reserved to reject any bid, or any part of any bid, when such action is deemed to be in the best interest of the Town of Glastonbury.

3. The basis for the award will be based on the lowest total bid price from a qualified, responsible and responsive Bidder who offers the best configuration for the drone light show. The Town reserves the right to choose the best configuration deemed fit for the Towns needs and budget.

4. Bids will be carefully evaluated as to conformance with stated specifications.

5. Specifications must be submitted complete in every detail, and when requested, Manufacturer’s product data shall be provided.

6. The Bid Documents contain the provisions required for the requested item. Information obtained from an officer, agent, or employee of the Town or any other person shall not affect the risks or obligations assumed by the Bidder or relieve him/her from fulfilling any of the conditions of the bid.

7. Any bid may be withdrawn prior to the above scheduled time for the opening of bids or authorized postponement thereof. Any bid received after the time and date specified shall not be considered.

No Bidder may withdraw a bid within sixty (60) days after the actual date of the opening thereof.

Should there be reasons why a Bid cannot be awarded within the specified period, the time may be extended by mutual agreement between the Town and the Bidder.

8. The Bidder agrees and warrants that in the submission of this sealed bid, they will not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, religion, national origin, sex, gender orientation, gender identity, mental impairment or mental disability, or physical disability including, but not limited to blindness, unless it is shown by such Bidder that such disability prevents performance of that which must be done to successfully fulfill the terms of this sealed bid or in any manner which is prohibited by the laws of the United States or the State of Connecticut, and further agrees to provide the Human Relations Commission with such information requested by the Commission concerning the

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employment practices and procedures of the Bidder. An Affirmative Action Statement will be required by the successful Bidder.

9. Bidder agrees to comply with all of the latest Federal and State Safety Standards and Regulations and certifies that all services required in this bid will conform to and comply with said standards and regulations. Bidder further agrees to indemnify and hold harmless the Town for all damages assessed against the Town as a result of Bidder’s failure to comply with said standards and/or regulations.

10. Bidder is required to review the Town of Glastonbury Code of Ethics adopted July 8th, 2003 and effective August 1, 2003 and revised October 29, 2013 and effective November 8, 2013. Bidder shall acknowledge that they have reviewed the document in the area provided on the bid/proposal response page (BP). The selected Bidder will also be required to complete and sign an Acknowledgement Form prior to award. The Code of Ethics and the Acknowledgement Form can be accessed at the Town of Glastonbury website at www.glastonbury-ct.gov. Upon entering the website scroll down to click on Bids & Proposals Icon which will bring you to the links for the Code of Ethics and the Acknowledgement Form. If the Bidder does not have access to the internet, a copy of these documents can be obtained through the Purchasing Department at the address listed within this bid/proposal.

11. Bidder shall include on a sheet(s) attached to its proposal a complete disclosure of all past and pending mediation, arbitration and litigation cases that the Bidder or its principals (regardless of their place of employment) have been involved in for the most recent five years. Please include a statement of the issues in dispute and their resolution. Acceptability of Bidder based upon this disclosure shall lie solely with the Town.

12. Bidder or its principals, regardless of their place of employment, shall not have been convicted of, nor entered any plea of guilty, or nolo contendere, or otherwise have been found civilly liable or criminally responsible for any criminal offense or civil action. Bidder shall not be in violation of any State or local ethics standards or other offenses arising out of the submission of bids or proposals, or performance of work on public works projects or contracts.

13. It is the responsibility of the Bidder to check the Town’s website before submitting bid for any addendums posted prior to bid opening.

14. If awarded a contract, the Bidder represents and warrants that it shall execute the attached form of contract without exception, modification, alteration or condition. Form of Contract is attached as Attachment A.

IMPORTANT:

• Failure to comply with general rules may result in disqualification of the Bidder.

• Municipal projects are exempt from Federal Excise Taxes, as well as, State of Connecticut Sales, Use and Service Taxes and should not be include in the Bidder’s proposal.

Bid Proposal

BP - 1 -

SECTION 1 – SCOPE OF WORK

1.1 The Town of Glastonbury Parks and Recreation Department is seeking bid submittals from qualified vendors to perform a drone light show. This drone show will be incorporated into our event to celebrate America’s 250th Anniversary.

1.2 Drone show to take place at Riverfront Park (252 Welles Street), Glastonbury, CT 06033.

Diagram #1 will show specific area of launch at the park.

1.3 This bid is contingent upon fundraising and donation outcomes. The Town reserves the right to negotiate a modified or smaller-scale presentation as a change in services or to terminate any contract should the available funding be less than anticipated.

1.4 Light show shall be 15-20 minutes long, creating a visually stunning and captivating experience. The selected vendor, shall have the ability to incorporate music, sound and movement into the display.

1.5 Event will be held on Saturday, September 26, 2026 with a rain date of Sunday, September 27, 2026. Drone show to commence at approximately 7:15 p.m.

1.6 Bidder will provide all necessary drones, equipment, and properly qualified and licensed personnel for the entire show.

1.7 Awarded bidder will create the design and choreography for the show. Vendor must work with the Town to have the show approved no later 07/26/2026 (60 days before the event) by submitting storyboard or video of proposed show.

1.8 Vendor shall allow total access of the show to designated staff in the development and final phases.

1.9 Vendor must work with Town to have tentative music selection no later than 07/26/2026 (60 days before the event). Final music soundtrack to be approved no later than 09/17/2026 (10 days before the event). The Town will have equipment for sound.

1.10 Awarded Bidder must secure any required Federal and State licenses and permits or approvals for the drone show, ensuring compliance with local, state and federal laws and regulations. All documents must be made available to the Town prior to the event.

1.11 There will be no Wi-Fi available at the location of the event.

1.12 The drones and any necessary equipment required for the show must be set up in an agreed upon location no later than 1:30 p.m. on the day on the event.

1.13 A site walk-through must be completed 2-days before the event to discuss logistics with Town staff.

1.14 Bid prices shall be inclusive of all costs related to the provision of a drone show (drones, licenses/permits, staff, vehicles, set up, tear down, storage, equipment, take-off/landing space, rental/lease, etc.).

BP - 2 -

1.15 Technical questions regarding this bid shall be made in writing and directed to Lisa Zerio, Director of Parks and Recreation, lisa.zerio@glastonbury-ct.gov. For administrative questions regarding the bidding procedures, please contact Gina Consiglio, Purchasing Agent at purchasing@glastonbury-ct.gov. All questions, answers, and/or addenda, as applicable will be posted on the Town’s website at www.glastonbury-ct.gov. (Upon entering the website scroll down to click on Bids & Proposals icon, then scroll down page to see the active bid table. You must click the Bid Title to view all bid details and document links). The request must be received at least five (5) days prior to the advertised response deadline. It is the responsibility of the Bidder to check the Town’s website before submitting bid for any addendums posted prior to bid opening.

1.16 Payment Terms shall be Net 30 after the completion of the drone show.

1.17 Awarded Bidder is responsible for repairing any and all damage to, but not limited to, existing facilities, irrigation, utilities, landscape, buildings, site amenities or grounds that occurred as a result of the show.

1.18 Successful Proposer is responsible for the legal disposal and cost of debris removal.

SECTION 2- CONTENTS OF PROPOSAL

All responses to this request for proposals shall include, at a minimum, the following information:

1. Comprehensive company profile, highlighting relevant experience including examples of past drone light shows and a link to the website or a storyboard of the show.

2. Proposed timeline covering all crucial milestones, such as setup, rehearsal, main performance and all work to be completed in the development stages.

3. A detailed description of the proposed drone show concept, including a breakdown of the visual effects, synchronization techniques, 3-D options, and any unique features that will create a memorable experience shall be provided with the submittal.

4. A transparent cost breakdown, including itemized pricing for equipment, personnel, and any services required for the preparation, performance, breakdown and clean-up of the drone light show.

5. A comprehensive outline of safety protocols and risk management strategies, ensuring the well-being of all participants and the smooth operation of the show.

6. Narrative regarding the make and model of the types of drones proposed to be used and if the entity submitting a proposal owns said drones or if a third-party vendor would be required to be used. Include all licensing documentation and information with respect to all equipment proposed to be used

7. A list of three references of other municipalities worked with over the last three years for the same services requested in this ITB.

BP - 3 -

SECTION 3- INSURANCE

The Bidder shall, at its own expense and cost, obtain and keep in force during the entire duration of the this contract the following insurance coverage covering the Bidder and all of its agents, employees and sub-contractor and other providers of services and shall name the Town of Glastonbury and its employees and agents as an Additional Insured on a primary and non-contributory basis to the Bidders Commercial General Liability and Automobile Liability policies. All policies shall contain a waiver of subrogation in favor of the Town of Glastonbury. These requirements shall be clearly stated in the remarks section on the Bidder’s Certificate of Insurance. Insurance shall be written with insurance carriers approved in the State of Connecticut and with a minimum Best’s Rating of A-VIII. In addition, all carriers are subject to approval by the Town. Minimum Limits and requirements are stated below:

1) Worker's Compensation Insurance:

- Statutory Coverage

- Employer’s Liability

- $1,000,000 each accident/$1,000,000 disease-policy limit/$1,000,000 disease each employee

- A Waiver of Subrogation shall be provided in favor of the Town of Glastonbury and its employees and agents

2) Commercial General Liability:

- Including Premises & Operations, Products and Completed Operations, Personal and

Advertising Injury, Contractual Liability and Independent Contractor

- Limits of Liability for Bodily Injury and Property Damage

Each Occurrence $1,000,000 Aggregate $2,000,000 (The Aggregate Limit shall apply separately to each job.)

- A Waiver of Subrogation shall be provided in favor of the Town of Glastonbury and its employees and agents

3) Automobile Insurance:

- Including all owned, hired, borrowed and non-owned vehicles

- Evidence a Combined Single Limit of Liability for Bodily Injury and Property Damage: Per Accident $1,000,000

- A Waiver of Subrogation shall be provided in favor of the Town of Glastonbury and its employees and agents

4) Drone Liability Insurance:

- Limits of Liability for Bodily Injury and Property Damage

Each Occurrence $1,000,000

5) Aviation Liability: The Bidder will maintain aviation liability insurance covering specific risks, including third party bodily injury or property damage. Bidder is solely responsible for providing coverage for physical damage to its owned and non-owned drones.

- Minimum Limits: $5,000,000 per occurrence

BP - 4 -

The Bidder shall direct its Insurer to provide a Certificate of Insurance and policy endorsements acceptable to the Town before any services are performed. The Bidder shall be responsible to notify the Town 30 days in advance with written notice of cancellation or non-renewal. The Certificate of Insurance and policy endorsements shall evidence all required coverage including the Additional Insured on the General Liability and Auto Liability policies. The Bidder shall provide the Town copies of any such insurance policies upon request.

SECTION 4: COMPLIANCE WITH FEDERAL LAW

All bidders proposing to provide drone light show services must demonstrate full compliance with all applicable federal laws and regulations governing the commercial operation of unmanned aircraft systems.

At a minimum, the successful bidder shall ensure that all drone operations are conducted in accordance with Part 107 of Title 14 of the Code of Federal Regulations and all other applicable Federal Aviation Administration requirements. Each individual who will manipulate the flight controls of a small unmanned aircraft system in connection with the Services must hold a valid remote pilot certificate with a small unmanned aircraft systems rating issued by the Federal Aviation Administration pursuant to 14 C.F.R. Part 107 and must satisfy all aeronautical knowledge recency requirements under 14 C.F.R. §

107.65 at the time of the operation.

The Bidder shall be solely responsible for ensuring that all required certifications, authorizations, approvals, and operational conditions necessary to conduct the proposed drone light show are obtained and maintained. This includes, without limitation, compliance with all FAA requirements applicable to operations over people. For any drone light show involving sustained flight over open-air assemblies of human beings, the bidder must demonstrate compliance with 14 C.F.R. § 107.140, and 107.39, all FAA requirements applicable to operation at night in compliance with 14 C.F.R. § 107.29(a)(2) and (b), and all FAA requirements applicable to operation of multiple unmanned aircraft systems in compliance with 14 C.F.R. § 107.35. This includes operation under an applicable category that permits such flight, possession of any required airworthiness certification, and adherence to all operating limitations imposed by the Federal Aviation Administration.

Prior to contract award and again prior to performance of the Services, the Bidder shall submit documentation evidencing compliance with these requirements, including copies of remote pilot certificates, confirmation of current aeronautical knowledge or recurrent training, and documentation demonstrating authorization to conduct operations over people. Failure to maintain compliance with all required federal drone licensing and operational requirements shall constitute a material breach of the contract.

The Town makes no representations regarding the availability of FAA approvals or authorizations, and Bidders are advised that compliance with federal drone regulations is the sole responsibility of the Bidder and its subcontractors.

SECTION 4 – Indemnification

Indemnification. To the fullest extent permitted by law, the Bidder shall indemnify, defend, and hold harmless the Town of Glastonbury and its consultants, agents, and employees from and against all claims, damages, losses and expenses, direct, indirect or consequential (including but not limited to fees and charges of attorneys and other professionals and court and arbitration costs) to the extent arising out of or resulting from the performance of the Bidder’s services, provided that such claim, damage, loss or expense is caused in whole or in part by any negligent act or omission by the Bidder, or breach of its obligations herein or by any person or organization directly or indirectly employed or

BP - 5 -

engaged by the Bidder to perform or furnish either of the services, or anyone for whose acts the Bidder may be liable.

SECTION 5 – Governing Law

This Bid and any agreement with a Bidder that may result from this procurement shall be governed by the law of the State of Connecticut, unless supplanted by Federal Law.

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DIAGRAM #1

RIVERFRONT PARK LAUNCH/SPECTATOR AREA

252 WELLES STREET, GLASTONBURY, CT 06033

BP - 7 -

BID RESPONSE PAGE

THIS PAGE IS REQUIRED

BID NO: GL-2026-19 DATE & TIME DUE: March 12, 2026 11 A.M.

DATE ADVERTISED:

February 26, 2026

NAME OF

PROJECT:

America’s 250th Anniversary Drone Show

The Bidder acknowledges receipt of the following Addenda if issued:

Addendum 1 _______(Initial/Date) Addendum 2 _______(Initial/Date) Addendum 3 _______(Initial/Date)

It is the responsibility of the bidder to check with the Town’s Website for any Addenda before submitting the proposal.

Item No.

Item Description Total Cost

1 100 Drones

2 150 Drones

3 200 Drones

4 300 Drones

5 400 Drones

6 500 Drones

7 600 Drones

8 700 Drones

Additional Questions Answers Required -

Question Yes No

Do you have the ability to create a soundtrack for the show?

Ability to negotiate a smaller show after an agreement has been signed

Available for the Saturday, September 26th 2026 date

Available for the Sunday, September 27th 2026 rain date

Do you have the ability to create a video of the drone show that includes formations, the crowd, other even flyovers, etc.? If so, please include the price below:

(Optional to the Town, if deemed to fit in the budget) Please provide pricing if available:

Price for Videography Component: $

How long would the drone show be? ______________ Minutes

How many formations would be included? ________________

BP - 8 -

OTHER ITEMS REQUIRED WITH SUBMISSION OF BID PROPOSAL:

The following bid checklist describes items required for inclusion with the above-referenced bid proposal package. It is provided for the convenience of the bidders and, therefore, should not be assumed to be a complete list.

_____ 1. Included Disclosure of Past and Pending Mediation, Arbitration, and Litigation cases against the Bidder or its Principals as per Section 12 of the Information for Bidders.

_____ 2. Checked Town website for Addenda and acknowledged Addenda on page BP-1.

_____ 3. Acknowledged Code of Ethics on page BP-3.

_____ 4. Included warranty and any warranty extension by manufacturer, if applicable.

_____ 5. Included Manufacturer’s Product Data, if applicable.

_____ 6. Included Bidder Qualifications as required. (Narrative of company profile to be included as a separate attachment)

_____ 7. Complied with or exceeded specifications and included explanation of exceptions to specifications if any.

_____ 8. Proposed project timeline covering crucial milestones.

_____ 9. Detailed narrative of the proposed show.

_____ 10. Transparent cost breakdown.

_____ 11. Comprehensive outline of safety protocols and risk management strategies.

_____ 12. Technical specifications of the drones (make/model) including any subBidders that would be used for this project.

_____ 13. A list of 3 references to which the Bidder has provided similar services (drone light shows) over the last 3 years. Include all contact information.

_____ 14 Include all licenses, registrations, and certifications for drones and pilots as required by applicable law.

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Bidder’s Name: ______________________________________________________________________

BIDDER’S LIST OF SIMILAR WORK PERFORMED:

REQUIRED WITH SUBMISSION

PROJECT (Name, Location, Description of Work Performed, Link to view show -if available)

REFERENCE (Name, Phone Number, and email)

1.

2.

3.

NON-COLLUSION AFFIDAVIT:

By submission of this bid, the Bidder certifies, and in the case of a joint bid each party thereto certifies as to their own organization that this bid has been arrived at independently without consultation, communication, or agreement as to any matter relating to this bid with any other Bidder or with any competitor.

CODE OF ETHICS:

I/We have reviewed a copy of the Town of Glastonbury’s Code of Ethics and agree to submit a Consultant Acknowledgement Form if I/We are selected. Yes No *

*Bidder is advised that effective August 1, 2003, the Town of Glastonbury cannot consider any bid or proposal where the Bidder has not agreed to the above statement.

Respectfully submitted:

Type or Print Name of Individual Doing Business as (Trade Name)

Signature of Individual Street Address

Title City, State, Zip Code

Date Telephone Number/Fax Number

E-Mail Address SS# or TIN#

(Seal – If bid is by a Corporation) Attest

VENDOR SERVICES AGREEMENT FOR TOWN OF GLASTONBURY

RFP BID #GL-2026-19 Drone Light Show

THIS VENDOR AGREEMENT (hereinafter, “Agreement”) made effective as of the

[DAY] of [MONTH], 2026 by and between the Town of Glastonbury (“THE TOWN") and [Vendor Name] (hereinafter referred to as the "Vendor") (collectively, the “Parties”).

WHEREAS, all terms and conditions of the RFP BID #GL-2026-19 Drone Light Show

(“RFP”) are incorporated herein by reference and made a part hereof. The RFP is attached hereto as Exhibit A.

1. Engagement. THE TOWN hereby engage the Vendor as a Vendor to perform the Services (as defined herein) subject to the terms and conditions of this Agreement, and the Vendor hereby accepts such engagement for and in consideration of the compensation hereinafter provided.

The Vendor shall perform its obligations hereunder in compliance with the terms of this Agreement and any and all applicable Federal, State, and local laws and regulations.

2. Services.

a. Statements of Work. The Vendor agrees to render Services and prepare such deliverables in accordance with the terms, conditions, and requirements of this Agreement. The tasks to be performed and the deliveries to be made by the Vendor pursuant to this Agreement are hereinafter collectively referred to as the “Services.”

The final scope of Services and the Fee for the Services is set forth in Exhibit B, attached hereto. The Vendor shall advise THE TOWN in writing which of its employees will be responsible for the provision of the Services subject to the approval of THE TOWN, which approval shall not be withheld unreasonably (the "Designees").

The Services shall be performed in accordance with the time schedule set forth in this Agreement. Time is of the essence in the performance of this Agreement and the Services hereunder.

b. Benefits. The Vendor is an independent contractor and as such there shall be no employee employer relationship between the Vendor and the Town or between the Town and any of the Vendor’s employee, agents or subcontractors. Vendor shall be responsible for all employee benefits and compensation and employment taxes with respect to its employees and agents. The Vendor shall indemnify, defend and hold harmless THE TOWN and its affiliates, directors, officers, employees, agents and representatives and assigns of each, from and against all claims, suits, liabilities, costs and expenses arising under the preceding sentence, including, without limitation, attorneys’ fees and expenses, assessments for withholding and similar taxes, claims for benefits and any similar claims by or with respect to such employees. In no event, shall an employee or agent of the Vendor be considered an employee or agent of THE TOWN. Vendor agrees that in the event Vendor or Vendor’s employees is {are} classified as an “employee(s)” by any governing authority, and THE TOWN becomes liable for any payments for insurance, penalties, or other charges, Vendor shall

Attachment A reimburse THE TOWN for any and all amounts charged against THE TOWN. The provisions of this Section 2(b) shall survive any termination of this Agreement.

c. Licenses. The Vendor is responsible for obtaining all licenses, certifications, registrations and authorizations necessary or advisable as required by Federal, State and local laws, rules and regulations for the performance of the Services. Vendor shall provide proof of all required licenses, certifications, registrations and authorizations necessary or advisable as required by Federal, State and local laws, rules and regulations prior to the commencement of services and must possess updated licenses, certifications, registrations and authorizations, as necessary, prior to the drone light show.

3. Compensation. As compensation for the performance of the Services, THE TOWN shall pay to the Vendor for Services properly performed (“Fee”) as follows:

The Fee is all inclusive and includes all labor, material, equipment, services, subcontractors, consultants, federal, state and local taxes, required permits, licenses, registrations, certifications and other fees applicable to the performance of Services by Vendor.

For Services properly performed by Vendor, THE TOWN shall pay the Vendor within thirty

(30) days after the completion of the Services. If THE TOWN disputes all or part of the Vendor’s THE TOWN shall provide written notice of its reasons within five (5) days. THE TOWN shall pay all undisputed amounts as provided herein.

4. Term/Termination. The term of this Agreement shall commence on the date hereof and shall continue until the date of the drone light show as provided in this Agreement unless earlier terminated.

This Agreement may be terminated by THE TOWN at its convenience upon thirty (30) days written notice from the Town to Vendor. Upon receipt of such notice, the Vendor shall cease all performance of the Agreement. In the event of termination for convenience, THE TOWN shall pay Vendor the reasonable value of Services properly performed to the date of notice, which shall be the limit of THE TOWN’S payment obligations to Vendor. The Amount of such payment shall in no event exceed the Fee. The Vendor waives all other claims for additional compensation or damages of any kind or nature including, but not limited to, consequential damages.

This Agreement may be terminated by THE TOWN for cause, if the Vendor fails to perform this Agreement in accordance with its terms, or the filing of a voluntary or involuntary petition or other action or proceeding for bankruptcy or reorganization or dissolution or winding-up; a general assignment for the benefit of creditors; or a foreclosure or sale of a material part of a party’s assets by or for the benefit of any creditor or governmental agency. THE TOWN shall have the right, in addition to all other remedies it may have, to declare the Vendor in default and terminate the Agreement upon providing the Vendor with three (3) days written notice of the default in which time the Vendor failed to commence and diligently and continuously prosecute a cure of the default. If THE TOWN terminates for cause THE TOWN may take possession of all materials, work product, and equipment of the Vendor and complete the Services by whatever means THE TOWN deems expedient, including, but not limited to, the retention of a replacement vendor to provide the Services. The Vendor shall not be entitled to any further payment until the Services are fully and finally completed. If the unpaid balance of the Fee exceeds the value of THE TOWN’s completion of the Services, the Vendor shall be paid the difference. If the value to complete the Services is in excess of the Fee, including any professional costs and attorneys’ fees, the Vendor shall pay the difference to THE TOWN on demand plus interest at the maximum legal rate from the date of demand.

5. Insurance. Vendor shall provide to THE TOWN prior to the performance of any Services the insurance set forth herein. The Vendor shall, at its own expense and cost, obtain and keep in force during the entire duration of the this Agreement the following insurance coverage covering the Vendor and all of its agents, employees and sub-contractor and other providers of Services and shall name the Town of Glastonbury and its employees and agents as an

Additional Insured on a primary and non-contributory basis to the Vendor’s Commercial General Liability and Automobile Liability policies. All policies shall contain a waiver of subrogation in favor of the Town of Glastonbury. These requirements shall be clearly stated in the remarks section on the Vendor’s Certificate of Insurance and policy endorsements.

Insurance shall be written with insurance carriers approved in the State of Connecticut and with a minimum Best’s Rating of A-VIII. In addition, all carriers are subject to approval by THE TOWN. Minimum Limits and requirements are stated below:

1) Worker's Compensation Insurance:

- Statutory Coverage

- Employer’s Liability

- $1,000,000 each accident/$1,000,000 disease-policy limit/$1,000,000 disease each employee

- A Waiver of Subrogation shall be provided in favor of the Town of Glastonbury and its employees and agents

2) Commercial General Liability:

- Including Premises & Operations, Products and Completed Operations, Personal and

Advertising Injury, Contractual Liability and Independent Contractor

- Limits of Liability for Bodily Injury and Property Damage

Each Occurrence $1,000,000 Aggregate $2,000,000 (The Aggregate Limit shall apply separately to each job.)

3) Automobile Insurance:

- Including all owned, hired, borrowed and non-owned vehicles

- Evidence a Combined Single Limit of Liability for Bodily Injury and Property Damage: Per Accident $1,000,000

4) Drone Liability Insurance:

- Limits of Liability for Bodily Injury and Property Damage

Each Occurrence $1,000,000

5) Aviation Liability: The Vendor will maintain aviation liability insurance covering specific risks, including third party bodily injury or property damage. Vendor is solely responsible for providing coverage for physical damage to its owned and non-owned drones.

- Minimum Limits: $5,000,000 per occurrence

The Vendor shall direct its Insurer to provide a Certificate of Insurance and policy endorsements acceptable to THE TOWN before any Services are performed. The Vendor shall be responsible to notify THE TOWN 30 days in advance with written notice of cancellation or non-renewal. The Certificate of Insurance and policy endorsements shall evidence all required coverage including the Additional Insured on the General Liability and Auto Liability policies. The Vendor shall provide THE TOWN copies of any such insurance policies upon request.

6. Notices. All notices, demands, requests or other communications which may be or are required to be given, served or sent by one party to the other party pursuant to this Agreement shall be in writing and shall be hand delivered (by prepaid courier) or mailed by certified mail, return receipt requested, postage prepaid, or sent by telefax, addressed as follows:

If to the Town:

Town of Glastonbury 2155 Main St

Glastonbury, CT 06033 Attention:

If to the Vendor:

Name:

Employee:

Street Address:

City, State, ZIP:

Federal ID Number:

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be delivered, given or sent. Documents delivered by hand shall be deemed to have been received upon delivery; documents sent by telefax shall be deemed to have been received when the answer back is received; and documents sent by mail shall be deemed to have been received upon their receipt, or when delivery is refused by the addressee upon presentation

7. Security. The Vendor agrees that it and its personnel will at all times comply with all security regulations in effect from time to time at THE TOWN’ premises or applicable outside such premises, to materials belonging to THE TOWN.

8. Independent Vendor. The Vendor shall perform Services hereunder only as an independent contractor. Under no circumstances shall the Vendor or any of its employees or agents be construed to be an employee, partner or agent of THE TOWN and neither the Vendor nor any of its employees or agents shall be entitled to participate in THE TOWN’ profit sharing, pension, bonus or other plans for the benefit of THE TOWN employees.

9. Assignment. Neither this Agreement or any interest herein or any rights hereunder shall be sold or assigned by the Vendor, nor shall any of the duties of the Vendor hereunder be delegated to any person, firm or corporation, without prior notice to and written consent of THE TOWN. For purposes of this provision, assignment shall be deemed to include any change of control or transfer by operation of law.

10. Standard of Care. The Vendor hereby represents and affirms to THE TOWN that the Vendor and each Vendor employee or subcontractor, if allowed, possess the knowledge, ability, professional skills, qualifications, licenses, registrations, and expertise necessary to perform the Services in accordance with the terms hereof. The Vendor will furnish to THE TOWN evidence of the professional qualifications, licenses, registrations, and experience of each Vendor employee supplied pursuant to this Agreement and for each piece of equipment utilized in the performance of Services. It is expressly agreed by the Vendor that the initiation and continuation of this Agreement shall be contingent upon Vendor's continuing satisfaction of the requirements of this section. The Vendor represents and affirms that it will exercise due diligence to perform the Services in accordance with the highest professional standards applicable to such or similar Services and in compliance with all applicable Federal, State, and local laws and regulations and the highest ethical standards. Any Services which do not meet these standards shall be reperformed by the Vendor without cost to THE TOWN until it meets THE TOWN' reasonable satisfaction, or THE TOWN may terminate this Agreement. No cost or allowance incurred by Vendor in the performance of such rework shall be reimbursable hereunder. In addition, the Vendor represents and warrants that any information which it may supply THE TOWN during the term of this Agreement (i) will have been obtained by the Vendor lawfully and (ii) will not be confidential or proprietary to any third person except for information related to customers of THE TOWN which was learned in the course of the performance of the Services and is disclosed to THE TOWN in connection therewith. Nothing in this Agreement shall be construed as authorizing or encouraging the Vendor to obtain information for THE TOWN in violation of any third party's rights to copyright or trade secret protection.

11. Adherence to Laws and The Town’s Policies.

a. Illegal Acts. Vendor agrees that in carrying out the Services and its duties and responsibilities under this Agreement, it will neither undertake nor cause, nor permit to be undertaken, any activity which either (i) is illegal under any laws, decrees, rules, or regulations in effect of the United States, the State of Connecticut, or the Town of Glastonbury, CT ; or (ii) would have the effect of causing Vendor to be in violation of any laws, decrees, rules, or regulations in effect of the United States, the State of Connecticut, or the Town of Glastonbury, CT

b. Conformance With The Town’s Policies. Vendor acknowledges that THE TOWN has certain policies regarding, but not limited to, such things as drug use, alcohol, firearms, safety, security, smoking, sexual harassment, and similar actions which will also apply to the Vendor and its employees, and subcontractors during the performance of Services under this Agreement. Should THE TOWN, for any reason, deem any of Vendor’s employees or subcontractors unacceptable, THE TOWN shall notify Vendor and Vendor shall replace such employee or subcontractor with persons and entities reasonably acceptable to THE TOWN.

c. Conformance With Federal Laws. At a minimum, the Vendor shall ensure that all drone operations are conducted in accordance with Part 107 of Title 14 of the Code of

Federal Regulations and all other applicable Federal Aviation Administration requirements. Each individual who will manipulate the flight controls of a small unmanned aircraft system in connection with the Services must hold a valid remote pilot certificate with a small unmanned aircraft systems rating issued by the Federal

Aviation Administration pursuant to 14 C.F.R. Part 107 and must satisfy all aeronautical knowledge recency requirements under 14 C.F.R. § 107.65 at the time of the operation.

The Vendor shall be solely responsible for ensuring that all required certifications, authorizations, approvals, and operational conditions necessary to conduct the proposed drone light show are obtained and maintained. This includes, without limitation, compliance with all FAA requirements applicable to operations over people in compliance with 14 C.F.R. § 107.140 and 107.39, all FAA requirements applicable to operation at night in compliance with 14 C.F.R. § 107.29(a)(2) and (b), and all FAA requirements applicable to operation of multiple unmanned aircraft systems in compliance with 14 C.F.R. § 107.35. This includes operation under an applicable category that permits such flight, possession of any required airworthiness certification, and adherence to all operating limitations imposed by the Federal Aviation

Administration.

12. Intellectual Property. All intellectual property rights, including images, text, graphics, film, audio, audiovisual works, copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, "Intellectual Property Rights") in and to the drone light show, work product, and other materials that are delivered to or for THE TOWN under this Agreement shall be owned by Vendor. Notwithstanding the foregoing, Vendor hereby grants THE TOWN a non-exclusive, irrevocable, non-transferable, non-sublicensable, worldwide royalty free license to use the show content that is delivered to or for THE TOWN, for THE TOWN’s own use and purposes and not for commercial purposes.

13. Indemnification, Hold Harmless, Defense. To the fullest extent permitted by law, the Vendor shall indemnify, defend, and hold harmless the Town of Glastonbury and its consultants, agents, and employees from and against all claims, damages, losses and expenses, direct, indirect or consequential (including but not limited to fees and charges of engineers, attorneys and other professionals and court and arbitration costs) to the extent arising out of or resulting from the performance of the Vendor’s Services, provided that such claim, damage, loss or expense is caused in whole or in part by any negligent act or omission by the Vendor, or breach of its obligations herein or by any person or organization directly or indirectly employed or engaged by the Vendor to perform or furnish either of the Services, or anyone for whose acts the Vendor may be liable.

14. Connecticut Law and Courts. This Contract shall be governed by and construed in accordance with the internal laws (as opposed to the conflicts of law provisions) of the State of Connecticut and the parties irrevocably submit in any suit, action or proceeding arising out of the Contract to the jurisdiction of any court of the State of Connecticut. The Vendor waives consequential damages of any kind or nature.

15. Miscellaneous.

a. Waiver and Remedies. The provisions of this Agreement may be waived, altered, amended or repealed, in whole or in part, only on the written consent of THE TOWN and the Vendor. The remedies provided THE TOWN herein shall be cumulative, and in addition to any other remedies provided by law or equity. A waiver of a breach of any provision hereof shall not constitute a waiver of any other breach.

b. Titles; Recitals. Section headings and numbers used in this Agreement are included for convenience of reference only, and, if there is any conflict between any such numbers and headings, and the text of this Agreement, the text shall control. Each of the statements set forth in the premises of this Agreement is incorporated into the Agreement as a valid and binding representation of the party or parties to whom it relates.

c. Governing Law; Severability. This Agreement is entered in Connecticut and shall be construed in accordance with and governed by the substantive laws of the State of Connecticut without regard to the conflict of laws provisions thereof. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, and if any provision of this Agreement is held illegal, invalid or void, such provision may be changed to the extent reasonably necessary to make it valid and enforceable and the remainder of this Agreement shall not be affected or impaired thereby.

d. Entire Agreement. This Agreement, represent the entire agreement of the Parties with respect to the subject matter hereof and supersede in their entirety all prior written or oral agreements, side letter, proposal, bid, quote or the like with respect thereto.

e. Construction of Agreement. Construction of Agreement. The Parties agree that this Agreement has been negotiated Parties equally sophisticated and knowledgeable in the subject matter of this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party (including the contra proferentem rule) shall not apply to the interpretation of this Agreement.

IN WITNESS, WHEREOF, the duly authorized representatives of the Parties have executed this Vendor Agreement as of the date and year first above written.

THE TOWN OF GLASTONBURY

[VENDOR NAME]

By: _____________________________ (signature)

Name: __________________________ (print)

Title: ___________________________ (print)

Date: ___________________________

By: _____________________________ (signature)

Name: __________________________ (print)

Title: ___________________________ (print)

Date: ___________________________