Open Sky Drone Light Show Agreement

Show Contract 
 
Open Sky Productions, LLC (the “Company”) 
922 S 500 W STE F 
Salt Lake City, UT 84101 
801-996-4857 
 
Date: October 16th, 2025 
 
Project Reference: 75th Anniversary Celebration October 24th, 2026 
To: Kassandra Bernier Recreation Coordinator – Special Events (the “Client”) 
Address: 14010 N El Mirage Rd El Mirage Az 
 
 
Show Date: October 24th, 2026 
Launch Time: TBD  
Show Size: 300 Drones  
Venue Name & Address: 14010 N El Mirage Rd El Mirage Az 
 
 
1)​ Company Services:  
a)​ Subject to the terms of this Agreement the Company will provide the following services (the “Services”): 
i)​
FAA flight authorization 
ii)​ Launch site check (as applicable) 
iii)​ Custom show design approved by Client 
iv)​ Programmed music soundtrack approved by Client 
v)​ Coordinated launch synced with music 
vi)​ Duration of show: 11-13 minutes 
vii)​ Staff travel and expenses 
viii)​Equipment freight and logistics expenses 
ix)​ Set up, installation, dismantle of equipment 
x)​ Music for the show will be coordinated by the Pilot In Command (PIC) on site the day of the events in order 
to synchronize the launch to the music designed for the show.  A music file is usually delivered via email to 
the event coordinator and the coordinator would provide it to the DJ/Audito team for the event. 
 
b)​ The Company will be responsible for providing the Special Flight Operations Certificate from the FAA and any 
other necessary flight authorizations, if required (the “Company Permits”). All permits licenses and 
authorizations other than the Company Permits will be the sole responsibility of the Client.  
 
2)​ Client Responsibilities: 
a)​ Access and permission to use the location specified for the show, in such form as the Company may require, in 
order to obtain the Company Permits and for event coordination, which must be provided at least seven (7) 
days prior to the scheduled event date 
b)​ An appropriate site for the Services to be performed. Approval and confirmation of the Latitude and Longitude 
for the event site must be confirmed by the Client in writing upon signing this Agreement, as the site location 
and characteristics may influence the design and performance of the Services 
c)​ All necessary security services to ensure the safety of Company equipment and personnel 
d)​ All permits, licenses, and authorizations necessary for the event and Services, save and except for the 
Company Permits.

3)​ Price Includes:  
a)​ The Services described above 
b)​ The Company Permits 
c)​ Company travel to and from the event location 
a)​ General Aviation Liability Insurance and Workers Comp coverage 
 
4)​ Price and Payment Terms:  
a)​ Price for Services: $26,000  
i)​
$13,000 due upon beginning of the 2026 fiscal year July 2026 
ii)​ $13,000 due upon completion of each show flown (on-site check or via wire transfer) 
 
 
5)​ Additional Provisions:  
a)​ The Client will approve all renderings no later than 5 days before the show, which approval is final, and binding 
and the Company will perform the show substantially as presented 
b)​ Company shall provide evidence to the Client of workers’ compensation coverage of at least $1,000,000 
c)​ Company shall provide evidence to the Client of general liability insurance of at least $5,000,000 
d)​ Company shall provide evidence to the Client of aviation liability insurance of at least $5,000,000 
e)​ A second show launch on the same night may be added by the Client for $5,000 
 
 
6)​ General:  
a)​ The Terms and Conditions attached as Schedule “A” form part of this Agreement. By signing below the parties 
each acknowledge that they have had an opportunity to review such terms and conditions and the parties 
accept and agree to such terms.  
b)​ This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which 
together shall constitute one and the same instrument. This Agreement may be executed by electronic 
signature and/or transmitted in electronic form and the parties to this Agreement consent thereto.  
 
THE PARTIES have entered into this Agreement as of.   
For and on Behalf of   
Open Sky Productions, LLC ​
​
​
​
The above quotation is accepted by:   
 
____________________________________ ​​
​
____________________________________  
Authorized Signature​ ​
​
​
​
​
Authorized Signature  
    
  ​Name: Erik Merkow​
​
​
​
​
Name:   Mayor, Alexis Hermosillo 
   Title: VP of Sales and Marketing ​
​
​
​
Title: City of El Mirage Arizona  
​ Date: ​10/16/2025​
​
​
​
​
​
Date: 10/16/2025

Schedule “A” - Terms and Conditions 
1.​
Deposits. A non-refundable deposit equal to fifty percent (50%) of the total price (the “Deposit”) is required upon execution of this Agreement 
to secure your booking. If a show is booked within two weeks (14 days) of the required date, then full payment is required upon booking.  
2.​
Payment. All payments shall be made by way of a money transfer, wire transfer, or other form of immediately available funds. Any amounts 
not paid when due hereunder shall accrue interest at the rate of 12% per annum, compounding monthly.  
3.​
FAA Approval. Drone shows are subject to the Company obtaining the Company Permits. In the event such Company Permits are not 
obtained for any reason (other than the failure of the Client to provide any information reasonably requested by the Company to obtain such 
Company Permits), this Agreement shall terminate, and the sole right and remedy of the Client shall be a refund of any prepaid amounts. In 
the event such Company Permits are not obtained due to the failure of the Client to provide any information reasonably requested by the 
Company, this Agreement shall terminate, without liability of the Company to the Client, and the Company shall be entitled to retain the 
Deposit as liquidated damages, which amount the parties agree is a reasonable estimate of the Company’s damages in such circumstance.  
4.​
Performance. The Client acknowledges that performance of the Services are subject to reasonable technical or other errors, and that the 
Services shall be deemed to be fully performed provided that at least 90% of the drones function substantially in the manner intended for the 
Services.  
5.​
Limited Warranty. All Services to be provided hereunder will be provided in a good and professional manner and in accordance with 
applicable laws. The Company will not knowingly infringe upon the intellectual property rights of third parties.  
6.​
Disclaimer of Warranties. The Company makes no representation or warranty whatsoever either expressed or implied, statutory, or 
otherwise other than as expressly set forth herein and the Client hereby waives the benefit of any such expressed or implied, statutory or 
other representations or warranties.  
7.​
Force Majeure. The Company shall not be liable for any modification of the Services or any failure to perform or delay in performance under 
this Agreement if such modification, failure, or delay is due to any strike, lockout, riot, civil commotion, sabotage, embargo, epidemic, 
inclement weather, act of government, war, act of God or other cause beyond its reasonable control (each a “Force Majeure Event”). Without 
limiting the foregoing, the Client acknowledges that the performance of the Services and the safety of all person’s present is dependent upon 
suitable weather conditions on the day of the event. The Company will have the sole discretion to determine if weather conditions are suitable 
for performance of the Services, and may delay, modify, or cancel the Services in their sole discretion. In the event of a cancellation due to 
force majeure, Client and the Company can  reschedule the show to a mutually agreed-upon future date. 
8.​
Cancellations. The Client acknowledges that the Company will spend considerable time and resources in planning the Services, traveling to 
the event venue and in setting up to perform the Services. In the event of cancellation due to a Force Majeure Event or failure of client to fulfill 
their contractual obligations, the Client will be issued a credit (the “Credit”) equal to the amount of the Deposit less any expenses incurred 
prior to cancellation, including but not limited to labor costs, fees for Company Permits and other expenses. The Credit may be applied to a 
future event to be scheduled within one (1) year of the date of the original event date. Future event dates will be scheduled based on 
availability at the time of booking. Any unused credits will expire one (1) year following the date of the original event. The foregoing credit shall 
be the Client’s sole right in the case of any Force Majeure Event and in no case will the Client be entitled to any refund of any amounts paid.  
9.​
Insurance. The parties will each maintain and keep in force during the term of this Agreement general or aviation liability insurance including 
coverage for personal injury, products liability, and contractual liability, in the amount equivalent to at least USD $2,000,000.00  
10.​ Limitation of Liability. Limitation of Liability. The aggregate liability of the respective parties, and their officers, directors, employees, agents, 
and consultants (who shall collectively be included in the definition of the “Company” or “Client” for purposes of this section), whether arising 
under this agreement, contract, tort, negligence, statutory liability or other legal theory, shall be limited to the direct and actual money 
damages effectively incurred by the indemnified party.   
11.​ Mutual Indemnity. Mutual Indemnity. The Company agrees to defend, indemnify and hold harmless the Client, its’ employees, agents, invitees 
and/or volunteers from any claims, demands, causes of action, liability, loss, property damage or any type of damage and/or injury (to property 
or person, including without limitation wrongful death), whether brought by an individual or other entity, or imposed by a court of law or by 
administrative action of any federal, state or local government body or agency, arising out the services provided by the Company. The Client 
agrees to defend, indemnify and hold harmless the Company, its’ employees, agents, invitees and/or volunteers from any claims, demands, 
causes of action, liability, loss, property damage or any type of damage and/or injury (to property or person, including without limitation wrongful 
death), whether brought by an individual or other entity, or imposed by a court of law or by administrative action of any federal, state or local 
government body or agency, arising out of or incident to any acts, omissions, negligence, or conduct of the Client, its personnel, employees, 
agents, contractors, or volunteers in connection with or arising out of the Client’s negligence, or intentional acts or failure to act, arising out of 
this Agreement. 
12.​ Termination. Without limiting any other rights or remedies available at law or in equity or otherwise, the Company may terminate this 
Agreement if:  
(a)​ the Client is in breach or default of any of its obligations under this Agreement and such breach or default continues unrectified for 
fifteen (15) days following the provision of written notice of such breach or default.  
(b)​ the Client enters into proceedings in bankruptcy or insolvency, makes an assignment for the benefit of its creditors, is adjudged to be 
bankrupt or insolvent, a petition is filed against the Client under a bankruptcy law, corporate reorganization law, or any other law for 
the relief of debtors or similar law or a receiver, trustee or similar person is appointed with respect to the Consultant’s assets; or  
(c)​
the Client ceases to carry on its business.  
13.​ Assignment. Neither the Company nor the Client shall have the right to transfer or assign this Agreement or any rights, remedies, obligations 
or benefits hereunder without the prior written permission from the other party.  
14.​ Waiver. The waiver of one breach or default shall not constitute the waiver of any subsequent breach or default and shall not act to amend or 
negate the rights of any party.  
15.​ Severability. Any provision of this Agreement prohibited by or unlawful or unenforceable under any applicable law shall, at the sole option of 
the Company, be ineffective without invalidating the remaining provisions of this Agreement; provided, however, that to the extent that the 
provisions of any such applicable law can be waived, they are hereby waived by the Client.  
16.​ Relationship. The relationship between the Company and the Client will, at all times be one of independent contractors and nothing herein 
shall be construed as implying a partnership or joint venture relationship.  
17.​ Headings. The inclusion in this Agreement of headings and subheadings is for convenience of reference only and shall not affect the 
construction or interpretation of this Agreement.  
18.​ Applicable Laws. This Agreement shall be governed by the laws of the State of Utah. Jurisdiction and venue shall be the courts of Utah in and 
for Salt Lake County. 
19.​ Entire Agreement. This Agreement contains the entire understanding between the parties and other than as expressly set forth herein there 
are no other terms, conditions, representations, or warranties of any kind. This Agreement may not be modified except by another agreement, 
in writing, signed by both parties to this agreement.