2025 Drone Show Services Agreement between CMB and Firefly Drone Shows, LLC Docusign Envelope ID'CCC3B1N1-FCIBJABD-B06E-FCCA96EC99BD
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� pmducedbytheCity'sTourismantlCWmre�epartmen[.OnSep[ember30,2024,theGryreceivetlproposalsfromFirefly�mne5hows
LIC, Sky Elements LLC, Pixel Swarm Drones ILC, Celestial Dmne Shows ILC, and Nova Sky Stories, LLC. On November 6, 20M, an
Evaluation Comminee mnsisting o!representatives from the following departments�.Fire DeOarcment,Police�epartment,antl Varks
antl Re[rea[ion Department,mmened to review antl smre[he p�oposals.The Evaluation Commi[tee rereived general'm(ormafion on
the smpe of services,copies of the Omposals,and were instmcted m score anE rank the proposals pursuant�o the evaluation cri[eria
es[ablished in the ITQ.A[[he April ]3, ID25 Commission Meetlng,[he Mayor and City Commission passed ReSOWtion 2W5-33611,
authorizing ffie atlminisnatiom m�ego[iate with Fire/1V Drone Shows,LLC and au[horizing[he Ciry Manager and City Clerk ro execure
an agreemenc upon successful negotia[ions.The agreement is being funded through the Resorc Tax 4�"of July Fireworks Budget and
ffie Resort Tax OnStage!Budget.
FesoWtion 1025d3611 is curren[ly in ffie City Clerk's Offire for signanre.
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L Por contracts longer than/lve years,concact the Pmcurement Oepartment 2.qttach any supporting explanation needed.3.Butlget
approval inAicates apOroval for the mrren[fiscal year only. Future Yean are subject m City Commission approval of[he annual
atlopted operaHng butlget.
I CryCommizzionApproved Ves N ResolutionNo.: CC/gendaltemNo.�. CCMeetingDate.
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IFIf no,explain why CC appmval is not requiretl: � -
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FireEly
DRONE SHOWS SERVICES AGREEMENT
This Drone Shows Services Agreement (togetner with all exhibits and documents
incorporated herein by reference and attacheC hereto, and Exhibit 'C' antl its Attachments 'A"
and ��"� �t�ched,5hereto, collectively, the/this "Agreement") is made antl entered on
tut p025 ("Effective Oate"), between Ciry of Miami Beach. a Florida
municipal corporation with offices located at 1700 Convention Center Drive, Miami Beach, FL
33139 ("Clienf'or the"City"), and Firefly Drone Shows, LLC, a Michigan limited liabiliry company
with offices located at 1920 Opdyke Ct STE 100, Auburn Hills, MI 48326 ("Firefly"). Firefty and
Client may, without distinction, be individually referred to as a 'Party" and collectivery as the
Parties"-
1. Drone Show antl Services.
(a) Su6ject to the terms of this Agreement Firefly agrees fo perform a drone show
display or displays consistent with the Scope of Services attached as Exhi6it A (each a 'Drone
Show" or collectively the 'Drone Shows").
(b) The performance of each Drone Show will start al the agreed upon time(s) if the
launch site is secure and the conditions are sate to proceed as detertnined by Firetly in its sole
discretion.
(c) The Parties agree that should unsafe conditions arise during the pedormance of a
Drone Show, as determined by Firefly in ds sole Ciscretion, Firefly's Pilot in Command ("PIC")
may halt the display. The PIC may resume the Drone Show if the PIC determines that safe
conditions are restoretl.
(d) In the event the PIC determines thatweather conditions require the cancellation of
the Drone Show, , the Parties agree to work together to reschedule the cancelled Drone Show.
In the event ihat Client does not agree to rescheduled the Drone Show, Client will be required to
pay Firefry 50°/ of the cost of the cancelled Drone Show.
(e) If Client wishes to change the scope or performance of the Drone Show, it must
submit details of the requested change to Firefly in writing. Firefly will, within a reasonable time
after such request, provide Client a wrillen estimate of the time likely required to implement the
change and any necessary variations to the fees and expenses arising from the changes.
(f) In full and final consideration for the services outlined above, Client agrees to pay
Firefly the total amount of(ees and expenses for each Drone Show, as delineated in Exhibit B,
atlached hereto (the "Fee"). .
(g) Client shall pay the invoice by wire transfer, check,or credit card(with 3.5%service
fee). 50% of the total amount of the imoice is due upon signing this Agreement. The remaining
50% of the total amount of the Invoice for the Drone Show is due within seven (7) days of the
completion of the Drone Show to the reasonable satisfaction of the City Manager and receipt of
an Invoice from Firefly.
(h) Upon completion of the Drone Show, cancelation of the Drone Show due to
weather per Section 1(d) of this Agreement, or if the Client cancels the Drone Show (unless
cancellation is otherwise permitted under the terms of this Agreement), Firetly will have 60 days
to invoice ("Additional Expense Invoice") Client tor any additional fees, costs, or ezpenses
incurred by Firefly and that Ihe C�ient previously approved based on changes in scope or
performance per Section 1(e) of this Agreement ("Additional Expenses"). The Client agrees to
pay the Adtlitional Expenses within 30 days of receiving any Additional Expense Invoice. Client
will pay the full amount of the Additional Expense Invoice to Firefly by credit card or check made
payable to Firefry Drone Shows, LLC to be delivered to Fireflys address provided in the first
paragraph of this Agreement.
2. Clienfs Oblioations.
(a) Client shall be solely and entirery responsible for the following obligations:
Oocusign Envelope ID�.CCC3BiqLFCiBLABD-BOfiEFCCA96EC99BD
(i) Obtalning all necessary permissions from property owners, controllers, or
authorized representatives required for Ihe pertormance ot Ihe Orone Show at least seven days
before the periormance of the Drone Show.
(ii) Obtaining all necessary permits required by local govemmental agencies a� least
seven days before Ihe pertormance ot the Drone Show.
(iii) Maintaining a safe operating area trom which [he Firefly crew will work,
uninterrupted.
(iv) Securing the area of operation to ensure only intlividuals necessary to [he
operalion ("Participating Persons")are allowed in the area ot flight operations as designated by
Firefly.
(v) Ensuring that only Participating Persons will be permitted within the perimeter of
500 feet from the area of primary flying.
(vi) Providing one 20-amp circuit for battery charging (altematively, Firefly can provide
this equipment upon ClienCs request).
(vii) Ensuring that none of Ihe CtienPs employees, contractors, or representatives are
operating a tlrone within 2500 feet of the Drone Show location during the pedormance of the
Drone Show.
(b) Client, and its employees, representatives, and agents, must respond promptry to
any Firefly request to provide direction, information, approvals, authorizations, or decisions that
are reasonably necessary for Firefly to pertorm Ihe Drone Show in accordance with Ihe
requirements of this Agreement.
(c) Unless othenvise permitted under the terms of Ihis Agreement, if Firefly's
pertormance of its obligations under this Agreement is prevented or delayed by any act or
omission of Client or its employees, representatives, and agents, Firefly shatl not be deemed in
breach of its obligations under this Agreement or othenvise liable for any costs, charges, or losses
sustained or incurred by Client, in each case, if arising directly or indirectly from such prevention
or delay.
3. Force Maieure/SusoensionlCancellation.
(a) A "Force Majeure" event is an event that (i) in fact causes a delay in the
pertormance of Firefty or the ClienPs obligations under Ihe AgreemenL and (ii) is beyond the
reasonable control ot such party unable to perform the obligation, and (iii) is not due to an
intentional act, error, omission, or negligence oi such party, and (iv) could not have reasonably
been foreseen and prepared for 6y such party at any time prior to the occurrence of the event.
Subject to Ihe foregoing criteria, Force Majeure may include events such as war, civil insurrection,
riot, fires, epidemics, pantlemlcs, terrorism, sabotage, explosions, embargo restrictions,
quarantine restrictions, transporta�ion accidents, shikes, strong hurricanes or tornadoes,
earthquakes, or other acts of God which prevent peRormance. Force Majeure shall not include
technological impossibility, inclement weather, or failure to secure any of the required permits
pursuant to the Agreement In the event that the Client for Firefly's performance of its contractual
obligations is preventetl or delayed by an event believed to be Force Majeure, such Party shall
notify the olher within fifteen (15) business days thereof, describing the impact on[he Agreement
and anticipated periotl of delay. No party hereto shall be liable for its failure to carry out its
obligations under the Agreement during a period when such party is rendered unable, in whole or
in part, by Force Majeure to carry out such obligations. Obligations pursuant to the Agreement
that arose before the occurrence ot a Force Majeure event, causing the suspension of
performance, shall not be excused as a resWt of such occurrence unless such occurrence makes
such pertormance not reasonably possible. The obligation to pay money in a timely manner for
obligations and liabilities which matured prior to the occurrence of a Force Majeure event shall
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not be subject to the Force Majeure provisions. In the event that an event of Force Majeure
delays a Partys performance under the Agreement for a time period grea(er than thirty(30)tlays,
either party may terminate the Agreement on a given date, by giving written notice to the other
Party of such termination. If the Agreement is terminated pursuaN to ihis section, Firefly shall be
paid for any services satisfactorily performed (or costs actually incurretl in the event of a partial
pertormance) up to the date of termination, with Client receiving a refund of any Fees paid in
advance which are not otherwise owed to Firefly; following which the Parties shall be discharged
from any and all liabilities, duties, and terms ansing out of, or by virtue of, this Agreement, other
than those provisions which survive termination or expiration of the AgreemenL In no event will
any condition of Force Majeure extend this Agreement beyond its stated term.
(6)If Client cancels a Drone Show more than 30 days before the scheduled date of the
Drone Show, other(han as a resWt of a Force Majeure evenf or pursuant to subsection (e)herein,
Ihe cancellation fee will be 25% of the full Invoice price regardless of whether such fees and
expenses are incurred.
(c) If Client cancels a Drone Show less than 30 days, hut more than 72 hours before
ihe scheduled tlate of the Drone Show,other than as a result of a Force Majeure event or pursuant
to subsection (e) herein, the cancellation fee will be 50% of the full Invoice pnce regardless of
whethersuchfees and expenses..
(d) If Client cancels a Drone Show less than 72 hours before the scheduled tlate of
the Orone Show, other than as a result of a Force Majeure event or pursuant to subsection (e)
herein, the Client shall pay Firefly the total amount of the Invoice, regardless of whethersuch fees
and expenses are incurred.
(e) IN ADDITION TO THE 7ERMINATION RIGHTS PROVIDED IN THE
FOREGOING SECTIONS (a) - (d) HEREIN, THE CLIENT MAY ALSO, THROUGH ITS CITY
MANAGER, AND FOR ITS CONVENIENCE AND WITHOUT CAUSE, TERMINATE THE
AGREEMENT AT ANY TIME DURING THE TERM BYGIVING WRITTEN NOTICE TO FIREFLY
OF SUCH TERMINATION; WHICH SHALL BECOME EFFECTIVE WITHIN THIRTY(30) DAYS
FOLLOWING RECEIPT BY THE FIREFLY OF SUCH NOTICE. ADDITIONALLY, IN THE
EVENT OF A PUBLIC HEALTH, WELFARE OR SAFETY CONCERN, AS DETERMINED BY
THE CITY MANAGER, IN THE CITY MANAGER'S SOLE DISCRETION,THE CITY MANAGER,
PURSUANT TO A VERBAL OR WRITTEN NOTIFICATION TO FIREFLY, MAY IMMEDIATELY
SUSPEND THE SERVICES UNDER THIS AGREEMENT FOR A TIME CERTAIN, OR IN THE
ALTERNATIVE, TERMINATE THIS AGREEMENT ON A GIVEN DATE. IF THE AGREEMENT
IS TERMINATED FOR CONVENIENCE BY CLIENT, FIREFLY SHALL BE PAIO FOR ANY
SERVICES SATISFACTORILY PERFORMED OR ACTUAL COSTS INCURRED (IN THE
EVENT OF A PARTIAL PERFORMANCE) PRIOR TO THE DATE OF TERMINATION;
FOLLOWING WHICH CLIENT SHALL BE DISCHARGED FROM ANY AND ALL LIABILITIES,
DUTIES, AND TERMS ARISING OUT OF, OR BY VIRTUE OF, THIS AGREEMENT, OTHER
THAN ANY PROVISION WHICH SURVIVES EXPIRATION OR TERMINATION OF THE
AGREEMENT.
4. Statement of Comoliance. Firefiy complies with federal aviation law. In connection with
Ihese obligations, Firefly hereby represents and warrants to Client ihat Firefly is obligated by
federal aviation law to conduct all aerial operations within the limitations stated in Federal Aviation
Administration Waiver No: 107W-2020-00311 ("Waiver'). Client represents that nothing in this
Agreement shall obligate Firefly to exceed or violate the terms of the Waiver.
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5. Insurance. Firefly shall maintain the below required insurence in effect prior [o awarding
the contraa and for Ihe duration of the contract. The maintenance of proper insurance coverage
is a material element of the contract and faiWre to maintain or renew coverage may be treated as
a material breach of the contract, which could result in withholding of payments or terminafion of
the contract.
(a) Worker's Compensation Insurance for all employees of(he Firefly as requiretl by
Fbrida Statute 440, and Employer Liability Insurance for bodily injury or tlisease. Shoultl the
Firefty be eaempt from Ihis Statute, Firefly and each employee shall hold Client harmless from
any injury incurred tluring performance of the Contract. The exempt FireFly shall also submit (i) a
written statement detailing the number of employees and that they are not required to carry
Workers' Compensation insurance and do not anticipate hiring any adtlitional employees tluring
the term of this contract or(ii) a copy of a Certiflcate of Exemption.
(b) Commercial General Liability Insurance on an occurrence basis, induding
products and completed operations, property damage, bodily injury and personal 8 advertising
injury with limits no less ihan $1,000,000 per occurrence, antl $2,000.000 general aggregate.
(c) Automobile Liability Insurance covering any automobile, if Firefly has no owned
automobiles, then coverage for hired and non-owned automobiles, with limit no less than
$1,OOD,000 combined per accidem for botliry injury and propetly tlamage. Optional if they are
delivering the gootls and or service in ihe Client directly.
Additional Insuretl - City of Miami Beach must be included by endorsement as an additional
insured with respect to all liability policies (except Professional Liability antl Workers�
Compensation) arising out of work or operations pertormed on behalf of Firefly including
materials, parts, or equipment furnished in connection with such work or operetions and
automobiles owned, leased, hiretl or borrowed in the form of an endorsement to Firefly's
insurance.
Notice o( Cancellation - Each insurance policy required above shall provide (hat coverage shall
not be cancelled, except with notice to the City of Miami Beach c/o EXIGIS Insurance Compliance
Services.
W aiver of Subrogation—Firefly agrees to obtain any endorsement that may be necessary to affect
the waiver of subrogation on the coverages required. However, this provision applies regardless
of whether Client has received a waiver ot subrogation endorsement from the insurer.
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Acceptability of Insurers— Insurance must be placed with insurers with a current A.M. Best rating
of-A:VII or higher. If not rated, exceptions may be made for members of the Florida Insurance
Funds (i.e. FWCIGA, FAJUAI. Carriers may also be considered if they are licensed antl
authorized to do insurance 6usiness in the State ot Florida.
Verification of Coverage — Firefty shall furnish Client with original certificates and amendatory
endorsements, or copies of the applicable insurance language, eftecting coverage required by
this contract. All certificates and endorsements are to be received and approved by Client before
work commences. However, failure to obtain the required documents prior to the work beginning
shall not waive Firefly's obligation to provide them. Client reserves the right to require complete,
certified copies of all required insurance policies, including endorsements. required by these
specifications, at any time.
CERTIFICATE HOLDER MUST READ:
City of Miami Beach
clo Exigis Insurance Compliance Services
P.O. Box 947 Murrieta, CA 92564
Kindly submit all certificates of insurance, endorsements, exemption letters to ourservicing agent,
EXIGIS, at
Cerlifirates-miamibeach@riskworks.com
Special Risks or Circumstances - The City of Miami Beach reserves the right to modify these
requirements, including limits, 6ased on the nature of the risk, prior experience, insurer,coverage,
or other special circumstances.
Compliance with the foregoing requirements shall not relieve Fiiefly of his liability antl obligation
under this section or under any other section of this agreement.
6. Indemnificatioa To the extent allowable, and subject to the limitation on ClienPs liabiliry,
as set forth in Section 76828 of the Florida StaNtes, Client shall defend, intlemnify, antl hold
harmless Firefly and Firefly's agents and employees, heirs, representatives, successors, and
assigns from antl against any wsts, losses, claims, liabilities, fines, expenses, penalties, and
damages(including reasonable legal fees)in connection with or resulting from (a)any inaccuracy
in any representation or breach of anywarrantyof Client in this Agreement (b)ClienPs negligence
or willful misconduct in performing any of its o6ligations under this Agreement; or (c) a material
breach by Client of any of its representations, warranties, covenants, or agreements under this
Agreemen[; or (d) any [hird-party claim based on, resulting from, or arising out of ClienCs
negligence or willful misconduct in performing any of its obligations under this Agreement
Firefly shall defend, indemni(y, and hold harmless Client and ClienCs agents and employees,
heirs, representatives, successors, and assigns from and against any costs, losses, claims,
liabilities, fines, expenses, penalties, and damages (including reasonable legal fees) in
connection with or resWting from (a) any inaccuracy in any representation or breach of any
warranty ot Firefly in thi5 Agreement; (b) Firefly's negligence or willtul misconduct in
pertorming any of its obligations under this AgreemenC (c) a material breach by Firefly of any
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of its representations. wartanties, covenants, or agreements under this Agreement or(d)any
third-party claim based on, resulting from, or arising out of Firefly's negligence or willful
misconduct in performing any of i(s obligations under Ihis Agreement.
These indemnification provisions shall survive expiration or termination of the Agreement.
7. Intellectual Prooertv. All intellectual property rights, including images, text, grephics. film,
audio, audiovisual works, copyrights, patents, patent disclosures, and inventions (whether
pateNable or not). trademarks, service marks, trade seaets, know-how, and other confidential
informatioq trade dress, trade names, logos, corporate names, and domain names, togetherwith
all of the goodwill associated tharewith, derivative works, and all other rights (collectively,
"Intellectual Property Rights") in and to the Drone Show, work product, and other materials that
are delivered to or for Client under this Agreement shall be owned by Firefty_Notwithstanding the
foregoing. Firefly hereby grants Client a non-exclusive, irrevocable, non-transtereble, non-
sublicensable, worldwide royalty free license to use the show content Ihat is delive�ed to or for
Client, for ClienPs own use and purposes and not for commercial purposes.
8. Con!idential information.
(a) Confidential Information disdosed by either Party shall be used by Ihe receiving
Party solety for the purposes authorized by this Agreement, unless othervuise approved in
advance and in writing by the disclosing Party.
(b) If the receiving Party is legally obliged to disdose any of the Confidential
Information, the receiving Party shali promptly notify the disclosing Party so that the disclosing
Party may seek a protective order or other appropriate remedy or waive compliance with the terms
of this Agreement, at the disclosing Party's sole discretion.
(c) Under this Agreement, "Confidential Intormation" includes, but is not limited to ,
Firefly's operating procedures, operations manuals, and any documents marked "ConfidentiaL'
(d) Frefly shall be entitled to lnjunctive relief for eny violation of thls Sectlon.
(e) Notwithstanding the foregoing, any document or information, regardless of
physical form, created pursuant to this Agreement, in connection with the transaction of the
ClienPs official business, shall not be considered trade secret information including, without
limitation, the terms of this Agreement, revenue a�d revenue statements received by Client
pursuan( to this Agreement, and correspondence/e-mails exchanged between the Parties.
9. Representation and Warrantv.
(a) Firefly represents and warrants to Client that it shall perform the Drone Show using
personnel of required skill, experience, and qualifications and in a professional and workmanlike
manner in accordance with generally recognizetl industry standards for similar services antl shall
devote adequate resources to meet its obligations under this Agreement.
(b) In the event of a materially defective Drone Show, Firefly shall, in the Gity
Manager's sole discretion, either:
(i) Reperform the Drone Show�, or
(ii) Credit or refund the price of the Drone Show at the pro rata contract rate.
(c) The remedies set forth in Ihis section shall be ClienCs sole and exclusive remedy
and Firefly's entire liabiliry for any breach of the limited warranty set forth in this section.
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(d) Except for the warranty set forth above, Flrefly makes no wa«anty related to Its
services, including any (I) warranty of Fnness for a particular purpose; or (il) warranty of title; or
(iii) warranty against 'mfringement of intellectual property rlghts of a third paAy; whether express
or implied by law, course of dealing, course of performance, usage of trade, or otherwise.
iQ �imitation of Liabilitv.
(a) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANY THIRD PARTY FOR
ANY LOSS OF USE, REVENUE, OR PRORT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL,
INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF
BREACH OF CONTRACT, TORT (INCLUDING NEC�LIGENCE), OR OTHERWISE,
REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR
NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NOTWITHSTANDING THE FAILURE OF ANV AGREED OR OTHER REMEDY OF ITS
ESSENTIAL PURPOSE.
(b) Client desires to enter into this Agreement onty if in so doing Ctient can place a
limit on the ClienPs liabiliry for any cause of action, for money damages due to an alleged breach
by Client of this Agreement, so that its liability for any such breach never exceeds the sum of
$10,000.00. Firefly hereby expresses its willingness to enter into this Agreement with FireFly's
recovery from Client for any damage action for breach of contract to be limited to a maximum
amounl of$10,000.00.
Accordingly, and notwithstanding any other term or contlition of this Agreement, Firefly hereby
agrees that Client shall not be liable to the Firefly for damages in an amount in excess of
$10,000.00 for any action or claim for breach of contract arising out of the performance or non-
performance of any obligations imposed upon the Client by this Agreement.
Nothing contained in this section or elsewhere in this Agreement is in any way intended to be a
waiver of Ihe limitation placed upon the ClienPs liability, as set torth in Section 768 28, Fbrida
StaWtes.
11. Waiver of Jury TriaL EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOWE
COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY
AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY IEGAL ACTION ARISING OUT OF OR RELATWG TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.
12 Survival. Subject to the limitations and other provisions of this AgreemenT. (a) the
representations and warranties of the Parties contained herein will survive the expiration or earlier
termination of this Agreement; and (b) Sections 6, 7, 8, 9, 10, and 11 of this Agreement, as well
as any other provision that, in order to give proper eflect to its intent, should survive such
ezpiration or termination, will survive ihe expiration or earlier termination of this Agreement..
13. Relationshio of the Parties. The relationship 6elween the Parties is that of independent
conVactors. Nothing in this Agreement shall give Client the rigM to instruct, supervise, control, or
direct the details and manner of the completion of the Drone Show. Nothing in this Agreement
shall be construed as creating any agency, partnership, joint venture, or other form of joint
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enterprise, employment,orfiduciary relationship between the Parties, and neither Partyshall have
authoriry to contrac�for or bind the other Party.
14. Intentionally Omittetl
15. Severabilitv. If any provision or portion of lhis Agreement is fountl to be invalid, unlawful
or unenforceable to any extenC such provision of this Agreement will be enforced to Ihe fullest
extent permissible by applicable law so as to affect Ihe intent of the Parties, and the remaintler of
this Agreement will continue in full force and effect.
16. Form of Written Notice. Each Party shall deliver all commwications in writing either in
person, 6y certified or registered mail, retum receipt requested and postage prepaid; by facsimile
or email (with confrma�ion of Iransmission), or by recognized ovemight courier service, and
addressed to the other Party at the addresses that the receiving Party may designate from time
to �ime in accordance with Ihis Section,
17. Choice of Law and Venue . This Agreement and all matters arising out of or relating to this
Agreement are govemed by, antl construed under the laws of the State of Flonda, withoul giving
effect to any conflict of laws provisions lhereof. The exclusive venue for any litigation arising out
of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S. District
Court, Southern Disirict of Flonda, if in federal court.
18. Cumulative Remedies. The Rights under this Agreement are cumulative and are in
addition to any other nghts and remedies available at law or in equiry or othenvise.
19. Assionment. Neither Party may directly or indirectly assign. Irensfer, or tlelegate any of or
all its rights or obligations under Ihis Agreement, voluntarily or involuntarily, including by change
of conhol, merger (whether such Party is the surviving entity), operation of law, or any other
manner, without the prior written consent of the other Party. Any purportetl assignment or
delegation in violation of this Section shall be invalid.
20. Insoector General Autlit Riahts.
(a) Pursuant to Section 2-256 of the Code of the City of Miami Beach, the Ciry has
established the Office of the Inspector General which may, on a random basis, perform reviews.
audits, inspections and investigations on all City contracts, throughout Ihe duretion of said
contracts. This random audit is separate and distinct from any other audit performetl by or on
behalf of Ihe City.
(b) The Office of ihe Inspeclor General is authorizetl to imestigate City aHairs and
empowered to review past, present and proposetl City programs, accounts, records, conlracts
and transactions. In addition, the Inspector General has the power to subpoena witnesses,
administer oaths, require the produclion of witnesses antl monitor City projects and programs.
Monitoring of an existing City project or program may include a report concerning whether the
project is on time, within budget and in contormance with the contract documents and applicable
law. The Inspector General shall have the power to audit, investigate, monilor, oversee, inspect
and review operations, activities, performance and procurement process including bu� not limited
to project design, bid specifications, (bid/proposal) submittals, activities of Firefly, its offcers,
ageMs antl employees, lobbyists, City staff and elected officiats to ensure compliance with the
8
Dowsign Envelope I�'.CCC381A1-FCIB-0AB�-BOfiE-FCCA9fiEC998D
contract documents and to detect fraud and corruption. Pursuant to Section 2-378 of the City
Code, the City is allocating a percentage of its overall annual coniract expenditures to fund the
activities and operations of the Office of Inspector General.
(c) Upon ten(10)dayswritten notice to Firetly, Flrefly shall make all requested records
and documenis available to the Inspector General for inspection and copying. The Inspector
General is empowered to retain (he services of independent private secfor auditors to audit,
investigate, monitor, oversee, inspect and review operations activities, performance and
procurement process inclutling but not limited to project design, bid specifications, (bidlproposap
submittals, activities of Firefly its officers, agents and employees, lobbyists, Ci�y s�aff and elected
officials to ensure compliance with the contract documents and to detect fraud and corruption.
(d) The Inspector General shall have the right to inspect and copy all documents and
records in Firefly's possessioq cuslody orcontrol which in the Inspector General's solejudgment,
pertain to pertormance of Ihe contracL including, but not limited to original estimate files, change
order estimate files, worksheets, proposals and agreements from and with successful
subconhactors and suppliers, all project-related correspondence, memoranda, instructions,
financial documents, construdion documents, (bid/proposal) and contract documents, back-
change documents, all documents and records which involve cash, trade or volume discounts,
insurance proceeds, rebates, ordividends received,payroll and personnel records and supporting
documentation for the aforesaid documents and records.
(e) Firefly shall make availabie at its office at all reasonable times ihe records,
materials, and other evidence regarding the acquisition (bid preparation)and perfortnance of this
Agreement, for examination, audit, or reproduction, until three (3) years aker tinal payment under
Ihis Agreement or for any longer period required by statute or by other clauses of Ihis Agreement.
In addition:
(i) It this Agreement is completely or partially terminated, Firefly shall make available
records relating to the work terminated until three (3)years after any resulting final
termination settlement and
(ii) Firefly shall make available records relating to appeals or to litigation or the
settlement of claims ansing under or relating ro Ihis Agreement until such appeals,
litigation, or claims are finally resolved.
(f) The provisions in this section shall apply�o Firefly, its officers, agents, employees,
subcontractors and suppliers. Firefly shall incorporate the provisions in (his section in all
subconiracts and all other agreements executed by Firefly in connection wlth the performance of
Ihis Agreement.
(g) Nothing in this section shall impair any independent nght to the City to conduct
audits or investigative activilies. The provisions of this section are neither intended nor shall they
be construed to impose any liability on the City by Firefly or third parties.
21. Fireflv's Comoliance with Florida Public Records Law.
(a) Firefly shall comply with Florida Public Records law under Chapter 119, Florida
Statutes, as may be amended from time to time.
9
pacusign Ernelape ID:CCC3BIALFC18LqB0-90fiEFCCA96EC99B�
@) The term `public records" shall have the meaning set forth in Section 119.011(12),
which means all tlocuments, papers, lelters, maps, books, tapes, photographs, flms, sountl
recordings, data processing software, or othe� material, regardless of the physical form,
characteristics, or means of transmission, made or received pursuant to law or ordinance or in
wnnection with the transaction of official business of the City.
(c) Pursuant to Section 119.0701 of the Florida Stalutes, if Firefly meets the definition
of`Contrector" as defned in Section 119.0701(1)(a), Firefly shall:
(i) Keep and maintain public records required by the Ciry to pertorm the service:
(ii) Upon request from the City's custodian of public records, provide the City with a
copy of(he requested records or allow the records to be inspected or copied within
a reasonable time at a wst that tloes not exceed the cost provided in Chapter 119,
Floritla Sta[utes or as otherwise provided by law;
(iii) Ensure that public records that are exempt or confdential and exempt from public
records disdosure requirements are not discbsed, except as authorized by law,
for the duration of the contract term and following completion of the Agreement if
Firefly does not transfer the records to the City;
(iv) Upon completion of the Agreement, transfer, at no wst to the City, all public
records in possession of Firefly or keep and maintain public records requiretl by
ihe City to pertorm the seroice. If Firefy transfers all pu6lic records to ihe Ciry upon
completion of the Agreement, Firefly shall destroy any duplicate public records that
are exempt or confdential and exempt from public records disclosure
requirements. It Firefly keeps and maintains public records upon completion of the
Agreement, Firefly shall meet all applicable requirements for retaining public
records. All records stored electronically musl be provided to the City, upon
request trom the City's custotlian of public records, in a format that is compatible
with the information technology systems of Ihe City.
(d) (D) REQUEST FOR RECORDS: NONCOMPLIANCE.
(i) (1) A request to inspect or copy public recortls relating to the Ciry's contract
for services must be made directly to the City. If the City does not possess ihe
requested records, the City shall immediately notify Firefly of the requesL and
Firefly must provide the records to the Ciy or allow ihe records b be inspeded or
copied within a reasonable time.
(ii) (2) Firefly's failure to comply with the City's request for records shall constitute
a breach of this Agreement, and the City, at its sole discretion, may: (1)unilateraliy
terminate the Agreement; (2) avail itself of the remedies set forth under the
Agreement andlor(3)avail itself of any available remedies at law or in equity.
(iii) (3) Firefly who fails to provitle Ihe public rewrtls to Ihe Ciry within a reasonable
time may be subjecl to penalties under s. 119.10.
(e) CIVILACTION.
(i) If a civil action is filed againsl Firefly to compel production of public records relating
to the City's contred for services, the wurt shall assess and award against Firefly
the reasonable costs of enforcement, including reasonable attomeys'fees, if:
a. ThewurtdeterminesthatFireflyunlawfullyrefusedtocomplywith the
public records reques�within a reasonable time; and
b. At least 8 business days 6efore filing the actioq the plaintiff providetl
10
�ocusign Envalope ID:CCC3BtALFCi6-4AB0-806EFCCA96EC99B�
wntten notice of Ihe public records request, including a statement that
Firefly has not complied with the request to the Ciry and to Firefly.
(ii) A notice complies with subparagraph (1)(b) if It is sent to the City's custodian of
public records and to FirePly at Fireflys atldress listed on its contract with the City
or to FireFly's registered agenL Such notices must be sent by common carrier
delivery serviceor byregistered, Global Express Guaranteed,or certified mail,with
postage or shipping paid by the sender and with evidence of delivery, which may
be in an electronic format.
(iii) Firefly who complies with a public records request within 8 business days after the
notice is sent is not liable for the reasonable wsts of enforcement.
(� IF FIREFLY HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO FIREFLY'S
DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV
PHON E: 305-673-7411
(g) PROTECTION OF RREFLY'S TRADE SECRETS AND PROPRIETARY
INFORMATION
Notwithslanding anything contained in Ihis Section 21 to the contrary, Firefly shall have the
right to designate specific financial information, competitive�y sensitive and proprietary
information, it considers to contain [rade secrets pursuant to Section 119.0715, Florida
Statutes, making it exempt from the disclosure otherwise required pursuant to Chapter 119,
Florida Slatutes and Article I, Section 24 of the Fbrida Constitution (ihe "Trade Secret
Materials"). To claim trade secret protection for the Trade Secret Materials, FireFly shall
provide a swom affidavit substantially in the form attached hereto as Attachment A (each, a
"Trade Secret AffidaviP') signed by an officer of Firefly to the City Clerk's Office and the City of
Miami Beach Tourism and Culture Department that includes the following with respect to each
separate daimed trade secret document(or page):
(i) identify with specificity each document(s) and each page of a document Gaimetl
to contain trade secret information;
(ii) Provide the detailed factual basis on which the claim of trade secret is made�, and
(iii) Explain in detail the specifc element(s) or provision(s) of 686.002(4) that render
the information at issue a trade secret exempted from disclosure pursuant to
Section N9.0715, Florida Statutes.
If Firefly properly complies with the requirements outlined in Section 2, and the City
subsequently receives a public records request for a document, information or other materials
in the City's possession ihat is marked antl cenifed by Firefly pursuant to a Trade Secret
Affidavit to be a trade secret, the City wili provide the requestor a copy of the Firefly's swom
lI
Docusign Envelope I��.CCC3B1A1-PC18-0A9p-BO6EFCCA9fiEC996D
affidavit antl will promptly notify the Firefly of such request Firefry shall have a period of thirty
(30) calendar days following receipt of such notice from Ihe City to file an action with a court
oI competent jurisdiction seeking a protective order. If Firefly files an ac[ion within such thirty
(30)calendar day period, the City will not release the documents at issue pending the outcome
of the legal action. The failure to file an action within thirty (30) calendar days constitutes a
waiver of any claim of trade secret protection. antl the City will release the document(s) as
requested. -
22. E-Verifv.
(a) Firefly shall complywith Section 448_095. Florida Statutes, "Employment Eliglbility"
("E-Verify Statute"), as may be amended from time to time. Pursuant to the E-Verify Statute,
commencing on January 1, 2021, Firefly shall register wi(h and use the E-Verify system ro verify
the work authorization status of all newly hired employees during the Term of Ihe Agreement,
provide an affidavit stating that Firefly does not employ, contract wdh, or subcontract with an
unauthorized alien, or, upon the Cirys wririen requesL otherwise demonstrate Firefly's
compliance with Section 448.095 as describetl therein. Additionally, Firefly shall expressly
require any subcontractor performing work or providing services pursuant to the Agreement b
utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment
eligibility ot all new employees hired by the subcontractor during Ihe contrac� Term, as
applicable. if Firefly enters into a con(racl with an approved subcontractor, Ihe subcontractor
must provitle Firefly with a n affidavit stating that the subcontractor does not employ, contract with,
or subcontract with an unauthorized alien. Firefly shall maintain a copy of such affidavit for the
duration of the Agreement or such other extentled periotl as may be required under Ihis
Agreement.
(b) TERMINATION RIGHTS.
(i) If the City has a good faith belief that Firefly has knowmgly violated Section
448.09(1), Florida Statutes, the Ciry shall terminale this Agreement with Firefly for
cause, and the City shall thereafte� have or owe no further obligation or liability to
Firefly.
(ii) Ii the Ciry has a good faith bellef Ihat a subcontractor has knowingly violated the
foregoing Subsection 3(A), but Firefly otherwise complied with such subsection,
the Ciry wifl promptly notify Firefly and order FireFly to immediately terminate Ihe
Agreement with the subcontraclor. Fireflys failure to terminate a subcontractor
shall be an event of default under this Agreement, entitling Ciry to terminate
Firefly's contract for cause.
(iil)A contract termtnated under the foregoing Subsection (B)(1) or (B)(2) is not in
breach of contract and may not be considered as such.
(iv)The Ciry or Firefly or a subcontraclor may file an action with the Circuit or County
Court to challenge a termination under the foregoing Subsection (B)(1) or (B)(2)
no laterthan 20 calendartlays afterthe date on which the conVact was terminated.
(v) If Ihe Ciry terminates the Agreement with Firefly under the foregoing Subsection
(B)(1), Firetly may not be awarded a public contract for at least 1 year after the
tlate of termination of�his Agreement.
(vi) Firefly is liable for any adtlitional costs incurred by the Ciry as a result of the
termination of this Agreement under this Section 3.
12
�owsign Envelope I��.CCC3B1A1-FCIB-0ABD-BO6EFCCH9fiEC999D
23. Fireflv's Comollance with Anti-Human Traffcklnq Laws.
Firefly agrees to comply with Section 787.06, Florida Statutes, as may be amended from time to
time, and has executed the Anti-Human Trafficking Affitlavit containing the certification of
compliance with anti-human hafficking laws, as required by Section 787.06(13), Florida Statutes,
a copy of which is attached hereto as Attachment"B".
24. Prohibition on Contractino with a Business Enoaaina in a Bovcott.
Firefly warrants and represents ihat il is not currently engaged in,and will not engage in, a boycott,
as defined in Section 2375 of the City Code. In accordance with Section 2-375.1(2)(a) of the
City Code. Fiiefly hereby certifies that Firefly is not currently engaged in, and for the duration of
the Agreement, will not engage in a boycofl of Israel.
25. Prohibition on Contractino with an Individual or Entitv which has Performed Services for
Compensation to a Candidate for Citv Elected Office.
Firefty warrants and represenls that, within iwo (2) years prior to the eftective date of the
Agreement Firefly has not received compensation for services pertormed for a canditlate for City
elected office, as contemplated by ihe prohibitions and exceptions of Section 2379 of the City
Code.
For the avoidance of doubt, the restrictions on contracting with Ihe City pursuant to Section 2379
of the City Code shall not apply to the following:
(a) Any individual or entity tha� provides goods to a candidate for oKice.
(b) Anyindividualorentitythatprovidesservicestoacandidateforofliceit(hosesame
services are regularly pertormed by Ihe individual or entity in the ordinary course of business for
clients or customers other than candidates for office. This includes, without limitation, banks,
telephone or intemet service providers, printing companies, event venues, restaurants, caterers,
transportation providers, antl offce supply vendors.
(c) Any individual or entity which performs licensed professional services (including
for example, legal or accountirg services).
26. Successors and Assions. This Agreement is binding apon and inures to the benefit of the
Parties and their respective successors and permitted assigns.
27. No Third-Partv Beneficiaries. This Agreement is for ihe sole benefit of ihe parties hereto
and their respective successors and permitted assigns and nothing herein, ezpress or implied, is
intended to or shall grant to any other person or entity any legal or equitable right, beneft, or
remedy of any nature under or because of this Agreement.
28. Counteroahs This Agreement may be executed in coun[erparts, each of which shall be
deemed an original, but all of which together shall be deemed to be the same agreement.A signed
copy of this Agreement delivered by facsimile, email, or other means of elecironic hansmission
shall be deemed to have the same legal eRect as delivery of an original signed copy of this
Agreement.
13
Oocusign Envelope ID�.CCC36iqLFC1BJqB�-BOfiEFCCA96EC998D
29. Waiver. No waiver of any right, remedy, power. or privilege under this Agreement
("Right(s)")is effective unless in a writing signetl by the Party charged with such waiver. No failure
to exercise, or delay in exercising, any Right operetes as a waiver [hereof. No single or partial
exercise of any Right precludes any other or furiher exercise thereof or the exercise of any other
Right.
30. Amendment and Modification. This Agreement may onry be amended or modified in a
writing which specifically states that it amends this Agreement and is signetl by an authonzed
representative of each party.
3L Entire Aoreement. This Agreement wntains the entire understanding of the Parties with
respect to the subject matter hereof, and supersedes all prior and contemporaneous written or
oral untlerstandings, agreements, representations, and warranties with respect to such subject
marier. the Parties may not amend this Agreement except by written inshument signed 6y Ihe
Parties.
32. Electronic Sionatures. Each Party agrees that the electronic signatures, whether digital or
encrypted, of the Parties induded in this Agreement are intended to authenticate this wri(ing and
to have the same force and effect as manual signatures.
[Signature Page Pollowsj
14
Docusign Emelope ID:CCC3BIALFCiB-4ABD-B06EFCCA96EC99B�
. . . ,. .. .. , .. �F... i , ,. . i�.r �.. . .
CRY pP MIAMI BEACH FIREFLY DRONE SHOWS,��LLjjC
V"'1 ////) ..��/
.,.- :`;�,� .. lame. � Y4C I orod�/f _. ._ _
'� � + Ttlle�. Presitlenl i
�' ESi
_��� JUL 0 Z 2025
�o� -�, � � fano_ \ c
:�'.��� eEy�,y
REGIS BARBOU ; (� *
i�.`: :
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Docusign Envelope ID'CCC3B1A1-fC18>ABO-BO6EFCCA96EC99BD
EXHIBIT A
. .__ __. . _SCOPEOF.SERVICES
�__ -_ . — _—_ ____.— _ — . �I_. ._ _ --... ._
ATE�S)OF SHOW PERFORMANCE: I SCQ Exhlblf B
�_.. - .—.._ ...—.. .
_. ___.._--__'__ I
IAPPROXIMATE TIME OF SHOW PERFORMANCE: TBD
� � �
�'—_'.- ____.._--.___ 'i
_...,— __-- _ .._ ._.
LOCATION OF SMOW PERFORMANCE . MI2m1 B22Ch, FL � � � ��
_.-__ _ _--_— .____I
- —
QUANTITY OF DRONES USED PER SHOW: 300-400 DfOfIES
�__
—_ __— . _ __-- I
� DURATION OF SHOW PERFORMANCE: � � � 15 MlflU(CS
i
L_—_'—
. —'-- _._ - ..—'_—___
�� SHow DeSicN DesCaianor+: The Drone Show will be comprised of stock
i show elements tlesigned by Firefly Drones
, Shows with the addition ot(he cus�om '�
: elemenls as listed below:
� Creative TBD �
__ — � �
ADOITIONAL SPEGFIGATIONS/COMMEN75: � � � I
I
I ..__._—... ._ �—_
16
Docusign Envelope 10�.CCC381ALFCiB-4qBD-BO6EFCCA96EC998D
EXHIBIT B
INVOICE
Show Schedule and Price
i Date: Show Size: Cost:
July 4th, 2025 300 Drones $60,000
December 6th, 2025 400 Drones (2 Shows) $65,000
Jul July 4�h, 2026 400 Drones $80.000
December 51h, 2026 400 Drones (2 ii $50,000 �
Shows)
17
Dacusign Envelope 10:CCC381ALFCIB-0AB�-BO6EFCCA96EC99BD
ATTACHMENTA
FORM OF TRADE SECRET AFFI�AVIT
TRADE SECRET AFFIDAVIT
I, the undersigned, being frst duly sworn.. do hereby state under oath and under penalty
of perjury that the following facts are Irue:
1. I am over the age of eigh[een and am a residen( of the State of
. I have personal knowledge of the facis herein, and, if called as a
witness, could testify competently thereto.
2. I am the (positlon) of
(name of corporate entiry), a _(state) _ (type oi
corporate entity), whose principal address is
3. [I considedMy company considers] the information contained [in the document(s)
entitled .�(on page(s) of the document entitled
7 (the "Trade Secret Information") (DRAFTMG NOTE: PROVIDE DETAILED
DESCRIPTlON OF INFORMATION WITHOUT INCLUDING TRADE SECRET INFORMATION]
for the following reasons: (ORAFTING NOTE� EXPLAIN FOR EACH DOCUMENT OR PAGE
FOR WHICH TRADE SECRET PROTECTION IS CLAIMED, THE DETAILED FACTUAL BASIS
ON WHICH SUCH CLAIM IS MADE.J
4. [I considerlMy company considers] the Trade Secret Information to have value and
provides an advantage or an opportunity to obtain an advantage over those who do not know or
use it.
5. p have/My company has]taken measures to prevent the disclosure of the Trade Secret
Intormation to anyone other than those who have been selected to have access for limited
purposes, and [I in(end/my company intends] to continue to take such measures.
6. The Trade Secret Information is not, and has not been, reasonably oblainable wi[hout
[my/our] consent by other persons by use of legitimate means.
7. The Tratle Secret Information is no[ publicly available elsewhere.
8. [I am]� is] the person to contact in ihe event a challenge to any
information contained in this Affidavit is received. [My][His][Her] mailing address and othe�
contact information are as follows:
(DRAFTING NOTE: INSERT NAME. ADORESS AND CONTACT INFO FOR
NOTICES.]
18
Oocusi9n Envelope 10:CCC3B1A1-FCIBJABD-BOfiEFCCA96EC99BD
Executed on this tlay of__ in County,
(State). �- _ —_. _ -_ _ __
Affian4 Full Name:
Address:
Telephone:
E-mail
Affiant Signature:
STATE OF
COUNTY OF _
The foregoing instrument was acknowledged betore me by means of'� physical
presence or O online notarization, this _day of , 20_, by
_(name) , as (title) for_(company) _ He (_) is
personally known to me or(� producetl
_ ._.. as identification.
Notary Public
My Commission Expires:
19
Docusign Envelopelp�.CCC3BIALFCI6-4AB�-BOfiE-FCCA96EC99Bp
��` �Ar,rIM6M1?' ��
ANTI-MUMAN TRAPFICKMG AFFlDAVR
F� accornance �viih SPciron 787 OE (13), Flonda S�a�utes �ne undersig.:M, on hehalf of Fua9y
here9y a1�esG ontler penalty of per�ury;hal FueOy tloes not use �ccion fo� �abor or servi:es as
tleGne:l w geelior. 7P7 G6. Rond2 SlaNles, e�ttlled 'Humar.Tra(fickino'
� untlers(end �nal I am swearvig or aflirming untler uaPi lo Ihe tr�ihfulnesa of�he clanns made in
this afGtlavit and Ihat lhe punishmonl fur knowingly makrng a false s�etemeni�ndutles hnes anUlor
'�mpnsonr�zr;
The unders�gnetl is a�thon'tecl to execule Ihis aRidavit on behelt of Firefly.
FIREFLV pRONE SHOWS, LLC.a MichiGan limitetl liabtlity company:
i � �,�'' � � C4lSS� I�1CC� eF'ciV�ECI huL�'�� nFI��IS, 7�)I
Name/Ti11e ����p�' (qddress) f����!
I
Sialeof 111���1 �
Ql„1 _
Countyd [(�1111G �1�
The fo�ego;ng ��nsVumenl was acknowledged be(ore me by r�eans of G physical presen�e or �
online nmEr�zation Ihis � (��'` day of �ti'� �,f � ppp� py
�-�� „n(��r � r 1 G�_ as �1 C��< Fo , of Girefly Drone
Shows,LLC,a Michigan limitetl liability company,known ta me fo be the Oerson described herein,
orwhoprotluced '1}�('1' (1� i I_yyJQr� '� Cfn€(- asidentifcalion,antl�.vhodld/tlidnottaae
an oa;h �
NOTARY PUBLIC
��.� _ �� � _ . LLFLYD4I,NIYXIMRA
�$19(12I11(Cf � WtNNtlR-S4eaIYklly�
W Cmmmvbn E�p�l
���y������ Y 4Cn�lnp.�Cwnlyq�19.ryr}p
L'1�.1L �/J����—�S�'�
(Ppp� NBI➢Ef
My commis6ion expires�. �{ ' � '� .
11_t_ '
�ocusign EnvelopelD'CCC3BIALFCiBdAB�-BO6FFCCA96EC99BD
RESOLUTION NO. 2025-33671
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITV OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY
MANAGER PURSUANT TO INVITATION TO �UOTE NO. 2024-0380-005 FOR
DRONE LIGHT SHOW SERVICES FOR EVENTS PRODUCED BY THE TOURISM
AND CULTURE DEPARTMENT; AUTHORIZING THE ADMINISTRATION TO
NEGOTIATE WITH FIREFLY DRONE SHOWS LLC, AS THE TOP-RANKED
PROPOSER; FURTHER AUTHORIZING THE ADMINISTRATION TO NEGOTIATE
WITH AN ALTERNATE RANKED PROPOSER IF AN AGREEMENT CANNOT BE
REACHED WITH THE FIRST-RANKED PROPOSER; AND AUTHORIZING THE
CITY MANAGER AND CITY CLERK TO EXECUTE AN AGREEMENT UPON
SUCCESSFUL NEGOTIATIONS.
WHEREAS, the City of Miami Beach seeks to enhance its cultural offerings through the
incorporation of drone light shows as part of special events produced by the Tounsm and
Culture Department; and
WHEREAS, on August 28, 2024, the City issued Invitation to Quote QTQ) No. 2024-
0380-005 to procure drone light show services for City events; and
WHEREAS, on September 30, 2024, the City received proposals from FireFly Drone
Shows LLC, Sky Elements LLC, Pixel Swarm Drones LLC, Celestial Drone Shows LLC, and
Nova Sky Stories LLC; and
WHEREAS, on November 8, 2024, an Evaluation Committee, composed of
representatives from the Fire Department, Police Department, and Parks and Recreation
Department, convened to review and score the proposals based on established evaluation
criteria; and
WHEREAS, following the evaluation process, the proposers were ranked in the
following order: Firefly Drone Shows LLC was ranked first, followed by Sky Elements LLC in
second place, Nova Sky Stories LLC in third place, Pixel Swarm LLC in fourth place, and
Celestial Drones LLC in fifth place; and
WHEREAS, the Administration recommends authorizing negotiations with Firefly Drone
Shows LLC, as the top-ranked proposer, to provide drone light show services for City-produced
events; and
WHEREA5, if an agreement cannot be successfully negotiated with Firefly Drone
Shows LLC, the Administration recommends authorizing negotiations with the next-ranked
proposer(s) in order of ranking; and
WHEREAS, upon successful negotiations, the Administration recommends authorizing
the City Manager and City qerk to execute an agreement with the selected vendor.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby accepting the recommendation of the City Manager pursuant to invitation
Docusign Envelope 10�.CCC3BIAYFCiB-4AHp-BO6&FCCA96EC99B�
to quote no. 2024-0380-005 for Drone Light Show Services for events produced by the Tourism
and Culture Departmenk authorizing [he administration to negotiate with Firefly Drone Shows
LLC, as the top-ranked proposer, further authorizing the administration to negotiate with an
alternate ranked proposer if an agreement cannot be reached with the frst-ranked proposer;
and authorizing the City Manager and City Clerk to execute an agreement upon successful
negotiations.
PASSED and ADOPTED this_ day of , 2p25,
ATTEST:
Steven Meiner
Mayor
Rafael E. Granado
City Clerk
Oocusign Ernelope ID'CCC3BtALFC1B-OABD-BOfiEFCCA96EC998�
Resolutions- C7 W
MIAMI BEACH
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Eric Carpenter, City Manager
DATE: April 23, 2025
TITLE: A RESOLUTION OF THE MAYOR AND CIN COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY
MANAGER PURSUANT TO INVITATION TO QUOTE NO. 2024-0380-005 DRONE
LIGHT SHOW SERVICES FOR EVENTS PRODUCED BY THE TOURISM AND
CULTURE DEPARTMENT; FURTHER AUTHORIZING THE ADMNINISTRATION
TO NEGOTIATE WITH FIREFLY DRONE SHOWS LIC, AS THE TOP-RANKED
PROPOSER; FURTHER, IF THE ADMINISTRATION IS NOT SUCCESSFUL IN
NEGOTIATING AN AGREEMENT WITH THE FIRST RANKED PROPOSER,
AUTHORIZING THE ADMINISTRATION TO NEGOTIATE WITH AN ALTERNATE
RANKED PROPOSER;AND FURTHER AUTHORIZING THE CITY MANAGER AND
GTY CLERK TO EXECUTE AN AGREEMENT UPON CONCLUSION OF
SUCCESSFUL NEGOTIATIONS BY THE ADMINISTRATION.
RECOMMENDATION
The Administration recommends Ihe approval to authorize negotiations relating to Invitation to
Quote QTQ) No. 2024-0380-005 for Drone Light Show Services; authorization to enter into
negotiations with Firefly Drone Shows LLC, as the top-ranked proposer, further, if the
Administretion is not successful in negotiating an agreement with Firefly Drone Shows LLC,
authorization to enter into negotiations with an altemate ranked proposer;and authorizing the City
Manager and Ciry Clerk to execute an agreement upon successful negotiation by the
Administration.
BACKGROUNDIHISTORY
As part of its extensive cultural offerings to residents and visitors, the AdminisUation has
witnessed the positive impact of incorporating drone light shows as an additional creative element
for the enjoyment of all during City-produced special events.
On August 28, 2024, Invitation lo Quote (ITQ) No. 2024-0380-005 was released for Drone Light
Show Services (the "ITQ")for events produced by ihe City's Tourism antl CulNre Department.
On September 30, 2024, the City received proposals from FireFly Drone Shows LLC,
Sky Elements LLC, Pixel Swarm Drones LLC, Celestial Drone Shows LLC, and Nova
Sky Stories, LLC.
On November 8, 2024, an Evaluation Committee consisting of representatives from the
following departments: Fire Department, Police Department, and Parks and Recreation
Department, convened to review and score the proposals. The Evaluation Committee
received general information on the scope of services, copies of the proposals, and were
instructed to score and rank[he proposals pursuant to the evaluation criteria established
in the ITQ.
Docusign Envelope I�:CCC3BiALFC16-0ABD-BO6EFCCH9fiEC99B0
ANALYSIS
The evafuation process resWted in the proposers being ranked by the Evaluation Committee in
lhe (ollowing order: 1�' ranked - FireFly Drone Shows LLC. 2ntl ranked - Sky Elements LLQ 3'^
ranked- Nova Sky Stories LLC,4'" renked- Pixel Swarm LLC, 5'h ranked- Celestial Drones LLC.
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FISCAL IMPACT STATEMENT
The fiscal impact will be determined by the approved budget allocation for each City event and
subsequent negotiation with the vendor.
Does this Ordinance reauire a Business Imoact Estimate7
(FOR ORDINANCES ONLY)
If applicable, the 8usiness Impact Estimate (81E)was published on:
See BIE at: h[tps�//www miamibeachfl oov/ciri-hall/ci[v-clerklmeetina notices/
FINANCIAL INFORMATION
CONCLUSION
The Administration recommends the approval to authorize negotiations relating to Invitation to
Quote QTQ) No. 2024-0380-005 for Drone Light Show Services; authorization to enter into
nego[iations with Firefly Drone Shows LLC, as ihe top-ranked proposer, further, if the
Adminis[retion is not successful in negotiating an agreement with Firefly Drone Shows LLC,
authorization to enter imm�egotiations with an altemate ranked proposer;and authorizing the Ciry
Manager and City Clerk to ezecute an agreement upon successful negotiation by the
Administration.
Aoplicable Area
Citywide
Is this a "Residents Riaht to Know" item Is this item related to a G.O. Bond
pursuantto Citv Code Section 2-17� Proiect?
No No
�amsign Envelope 10'CCC36tA1-FCiB-4ABD-B06EFCCA96EC99BD
Was this Aaenda Item initiallv reauested bv a lobbvist which as defined in Code Sec 2�81
includes a orincioal enqaqed in lobbvino� No
If sq specify the name of lobbyist(s)and principal(s):
Department
Tourism and Culture
Sponsorlsl
Co-sDonsorlsl
Condensed Title
Accept ReG Authorize Negotiations with Firefly Drones LLC for City-Sponsored Drone Shows
Previous Action (For Citv Clerk Use Oniv)
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