HomeMy WebLinkAboutE-5 Staff Report - Aerodome DFRCONSENT ITEM
E-5
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, ICMA-CM, CITY MANAGER
FROM: ROCKY WENRICK, CHIEF OF POLICE
DATE: SEPTEMBER 16, 2024
SUBJECT: CONTRACT WITH AERODOME, INC. FOR UNMANNED AIR SYSTEMS
STAFFING, CONSULTING, AND DIGITAL FLIGHT PROGRAM SERVICES
SUMMARY:
Aerodome, Inc. is a drone service provider to Law Enforcement, Public Safety Agencies and
Municipalities. Aerodome Inc. provides on-demand Unmanned Air Systems (UAS) air support, training,
consultation, and digital flight program services. The Azusa Police Department has engaged in a
successful trail of their services since January of 2024, and their services would act as a replacement for
previous providers that could not provide services that the city requires.
The Azusa Police Department is seeking a contract with Aerodome Inc. to provide UAS support so that
we may harness the power of aerial technology to swiftly locate and address emergencies, improve our
ability to coordinate resources during critical incidents, and ensure a safer environment for all residents.
This partnership reflects our commitment to innovative solutions and proactive approaches in modern
law enforcement, reinforcing our dedication to the well-being of Azusa's citizens.
RECOMMENDATION(S):
Staff Recommends the City Council take the following action(s):
1)Approve funding ($196,000) for services with Aerodome Inc, so that the Azusa Police
Department can enhance public safety by adding needed capability to the DFR program.
2)Approve funding pursuant to Municipal Code 2-520(b), sole source. Aerodome, Inc. provides a
unique and sole source service which is outlined in attachment #2.
Approved
City Council
September 16, 2024
Aerodome Inc. Amendment
September 16, 2024
Page 2
ANALYSIS:
Aerodome Inc. provides an on-demand rapid aerial assessment and imaging services to Law
Enforcement and Emergency Service Departments with remotely operated copters with built-in high
definition and infrared cameras.
Aerodome's flight software offers an advanced air support system designed to enhance public safety
operations through rapid drone deployment. The software integrates seamlessly with existing public
safety systems like Computer-Aided Dispatch (CAD) and Automatic License Plate Recognition
(ALPR), providing real-time data sharing and improving emergency response efficiency. Its capabilities
include BVLOS operations, allowing drones to be operated remotely without a visual observer, and
support for multi-drone, multi-station networks that cover large areas simultaneously. Accessible from
mobile devices, the system also generates detailed flight logs and mission reports, meeting FAA and
internal reporting requirements automatically.
Aerodome Inc. will assist with navigating the intricacies of Federal Aviation Administration (FAA) laws
with their expert guidance. As an industry-leading consulting company, Aerodome Inc. specializes in
demystifying the ever-evolving regulatory landscape governing unmanned air systems. Leveraging their
knowledge and experience, they assist in the process of interpreting and apply FAA regulations to
clients' specific operational needs.
As an integral component of their consulting services, Aerodome Inc. will provide a dedicated Remote
Pilot in Command (RPIC) who will be available for a full 40 hours a week. This seasoned RPIC brings a
wealth of expertise to the table, ensuring that the Azusa Police Department will have a skilled and
certified professional assisting their unmanned air system operations. The RPIC provided by Aerodome
Inc. will become an extension of Azusa PD’s team, overseeing safety of all aspects of flight. This
valuable inclusion in the contract guarantees a consistent and proficient presence, fostering operational
excellence and peace of mind throughout the entirety of the project.
Aerodome Inc. excels in providing comprehensive support throughout the equipment selection and care
process, ensuring optimal performance and longevity. Leveraging their industry expertise, the company
offers guidance in choosing the right unmanned air system equipment tailored to specific project
requirements. Their consultants take into account factors such as payload capabilities, range, and
operational environments to recommend equipment that aligns with the Azusa PD’s objectives.
Moreover, Aerodome Inc. offers insights into equipment maintenance, storage, and regular servicing
protocols. This approach guarantees that the selected equipment operates at its peak, maximizing
efficiency and minimizing downtime.
City of Azusa Municipal Code 2-520(b) defines a sole source purchase as “Unique commodities or
services that can be obtained from only one vendor…”. Aerodome Inc. is the only company in our
region that provides proprietary Aerodome flight software in combination with specialized DFR
training, Remote Pilots in Command (RPICs) and Remote Operations staffing services for DFR
operations. Aerodome Inc. has quoted the Azusa Police Department $196,000 for one year of their
services.
The Azusa Police Department Policy 606 governs the use of unmanned air systems, and this contract is
in accordance with current policy.
Aerodome Inc. Amendment
September 16, 2024
Page 3
FISCAL IMPACT:
There are adequate funds available for the DFR services of Aerodome Inc. This purchase was budgeted
for in the fiscal year 2024/2025 account #46203100007142. This yearly contract is set to expire June
30, 2025.
Prepared by: Reviewed and approved:
Seth Chapman Rocky Wenrick
Sergeant Chief of Police
Reviewed and Approved:
Sergio Gonzalez
City Manager
Attachments:
1. Summary of Price Quotations
2. Sole Source Documentation
1. Dept. Head approval required 5. Letter of Agreement 9. Professional Svcs Agreement
2. City Manager approval required 6. Equip. Purchase Contract 10. Public Works Contract
3. City Council/Util. Board approval required 7. Maintenance Agreement 11. Exercise reasonable purdence in seeking price quotes
4. City Attorney approves as to form 8. Formal Bid Process 12. Enterprise Fund (Electric, Water, Wastewater)
(Note: All requisiions require Division Head's approval. Item 4 to 10 require Contract Checklist Form)
$
1 $
2 $
3 $
Prepared by:Seth Chapman Date:
Requested by:Date:
Div. Head Approval:Date:
Dept. Head Approval:Date:
City Manager Approval:Date:
City Council/Util. Board Approval:Date:
City of Azusa
Summary of Price Quotations
Up to $4,999.99 (1)Up to $4,999.99 (1)Up to $4,999.99 (1)
Maint. Svcs.Professional Svcs Public Projects
Up to $4,999.99 (1)
10012
Supplies & Equip.
3 written quotes
Exercise reasonal
prudence (11)
$5,000 - $25,000 (1,2,11)
Formal bid
9/2/2024
Telephone
City, State
Telephone
City, State
Fax:
Date:
Tax ID: (Required for
New Vendor)
Vendor No.:
Descriptions:
Award To:
Tel:
92-3809272
Address:
City, State:
UNMANNED AIR SYSTEMS DIGITAL FLIGHT PROGRAM, STAFFING, AND
CONSULTING.
City, State
Contact
N/A
Vendor
NEW YORK, NEW YORKAERODOME INC.
310-347-6689
Vendor
Budget Acct. #:
Telephone
# 46203100007142
196,000.00
Contact
Vendor
N/A
$5,000 - $25,000 (1,2,3,9)
ZIP
$5k - $125k (1,2,3,10)
$5k - $150k Ent Fund
(1,2,3,10,12)
Over $25,000 (1,2,3,4,8,9)
56 CROSBY ST #2A
Over $25,000 (1,2,3,4,6,8)Over $25,000 (1,2,3,4,7,8)Over $125,001 (1,2,3,4,8,10)
Over $150,001 Ent Fund
(1,2,3,4,8,10,12)
$5,000 - $25,000 (1,2,3,7)
Office Use - P.O. Requisition No.:
BUDGETED FY 24/25
196,000.00
9/2/24
AERODOME INC.
NEW YORK, NEW YORK
310-347-6689
E-5 Attachment 1 Aerodome Summary of Price Quotations (Quotes Summary Form)
Attachment 1
AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 1
AGREEMENT FOR UNMANNED AIR SUPPORT AS A SERVICE (UASaaS) PROGRAM
FOR DRONE RESPONSE SERVICES
This Agreement for Unmanned Air Support as a Service (UASaaS) Program for Drone Response Services
(“Agreement”) is entered into on ______________________________ (“Effective Date”), by and between
Aerodome, Inc., a Delaware corporation having its principal place of business at 56 Crosby St, NY, NY 10011
(“Aerodome”) and _______________________, with an address of ___________________________ (“Customer”).
WHEREAS, Customer has determined that it is in the interests of public safety for it to have the ability to
utilize unmanned drones during crisis incidents, public emergencies, and in certain public safety operations, to the
extent permitted by law;
WHEREAS, Aerodome is in the business of providing unmanned drone services and equipment;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Customer and Aerodome agree as follows:
1. DEFINED TERMS
Capitalized terms used in this Agreement have the meanings set forth in this Section 1, or as defined
elsewhere in this Agreement.
1.1 “Authorized Users” means any user of the Aerodome Products, Documentation, and/or
Equipment with the explicit, implicit, or tacit authorization of Customer.
1.2 “Confidential Information” has the meaning set forth in Section 17 (Confidential
Information) of this Agreement.
1.3 “Documentation” means any documents, information, directions, explanations, or
material, concerning the Equipment and/or the Aerodome Products, produced by or for Aerodome, for the use of
the Equipment and/or Aerodome Software, in whatever form, and including without limitation the Specifications.
1.4 “Equipment” has the meaning set forth in Section 2.1 of this Agreement.
1.5 “Intellectual Property Rights” means all intellectual property and proprietary rights
anywhere in the world under the laws of any state, country, territory, and/or other jurisdiction, as may now exist or
hereafter come into existence, whether statutory, common law, or otherwise, including without limitation any and
all patent rights (including patent applications and disclosures), copyright rights, trade secret rights, moral rights,
know-how, database rights, mask work rights, rights of publicity, Marks (whether registered or unregistered), and
all goodwill relating to the foregoing and any and all applications therefore and registrations, renewals, and
extensions thereof. “Mark” means any trademark, trade name, trade dress, service mark, corporate name, design,
logo, device, domain name, and/or other indicator of the source or origin of any product or service.
1.6 “Aerodome Products” means the Aerodome Software and the Aerodome Website
Portal.
1.7 “Aerodome Proposal” means the form of document attached as the Aerodome Proposal,
and incorporated herein by reference, and which document, when executed by both parties hereto, shall form a
part of this Agreement and be subject to the terms hereof.
1.8 “Aerodome Software” means the primary software licensed to allow users to interface
with the drone, view the live stream, and send commands to the drone during active situations.
AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 2
1.9 “Specifications” means those standards by which the Equipment and Aerodome Products
must be operated, as set forth in Schedule B attached hereto and incorporated herein by reference.
1.10 “Unmanned Air Support as a Service Fees” has the meaning set forth in Section 6 (Prices
and Fees) of this Agreement.
1.11 “Website” means the websites of Aerodome, Inc., the primary web page URL of which is
https://www.aerodome.com/.
2. UNMANNED AIR SUPPORT A SERVICE SALE
2.1 Lease of Equipment. Aerodome shall lease to Customer the unmanned systems and
related equipment described in the Aerodome Proposal (the “Equipment”) at the price described in the Aerodome
Proposal upon the terms and conditions set forth in this Agreement. Aerodome maintains ownership of all the
Equipment. Each year, as specified in the Aerodome Proposal, the Customer will be provided with a designated
number of batteries set forth in the Aerodome Proposal. Customer may purchase additional Equipment (e.g.,
batteries prior to 500 complete charging cycles, hardware damaged due to Customer’s error, additional spares, etc.)
at Aerodome’s then current list price, which will be made available to Customer upon request.
2.2 Licenses to Aerodome Software and Aerodome Website Portal. Subject to the terms and
conditions hereof and compliance therewith, including timely payments of all amounts due hereunder, Aerodome
hereby grants to Customer, during the term of this Agreement, a limited, non-exclusive, revocable, non-
sublicensable, and non-transferable license to use the Aerodome Software, solely as installed in the Equipment (in
the number of copies equal to one per drone, as such number of drones is set forth in Aerodome Proposal, and as
such Equipment is delivered to Customer in accordance with Section 2.4, solely on Customer’s premises at the
address set forth in the preamble hereto, and solely for Customer’s internal business purposes). Subject to the terms
and conditions hereof and compliance therewith, Aerodome grants to Customer a limited, nonexclusive, revocable,
non-transferable, non-sublicensable right during the Term to access and use the Aerodome Website Portal by means
of login functionality located on the Aerodome Websites.
2.3 FAA Regulatory Waivers. Aerodome will acquire and transfer any FAA regulatory waivers
obtained for the Customer to the appropriate Customer account. Following its receipt of such documents, the
Customer shall own these documents and Aerodome shall bear no liability for these documents. Aerodome will
assist the customer in renewing them during the term of the agreement.
2.4 Delivery. Aerodome shall make the Equipment available to Customer at Customer’s
address set forth in the Aerodome Proposal (“Delivery Point”). Transportation and use of the Equipment after
delivery at the Delivery Point shall be entirely at Customer's own risk and expense. In the event that Customer
disassembles the Equipment to facilitate transportation, Aerodome shall bear no responsibility for reassembly of
the Equipment. If for any reason Customer fails to accept delivery of the Equipment by the date fixed pursuant to
Aerodome's notice stating that the Equipment is available at the Delivery Point, or if Aerodome is unable to make
the Equipment available at the Delivery Point within a reasonable time after the delivery date owing to any act or
omission of Customer or its representatives, including without limitation the failure to provide appropriate
instructions, documents, licenses, or authorizations: (i) Customer shall bear the risk of loss to the Equipment; (ii) the
Equipment shall be deemed to have been delivered; and (iii) Aerodome, at its option, may store the Equipment until
collected by Customer, whereupon Customer shall be liable for all related costs and expenses (including, without
limitation, storage and insurance). Once the Equipment and Aerodome Products are made available as the Delivery
Point, Customer is responsible for any resulting use of the Equipment and Aerodome Products by all Authorized
Users and all third-parties who may gain access to the same.
2.5 Pilot Services. Upon Customer’s request, Aerodome will make available an employee or
independent contractor pilot (each a “Pilot”) available to Customer for purposes of operating the Equipment
(hereafter the “Pilot Services”) at the pricing set forth in the Aerodome Proposal. The Pilot Services shall be
AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 3
considered part of the “Services” (as defined below). When operating the Equipment, the Pilot shall comply with the
reasonable requests of Customer. Customer’s use of the Pilot Services shall not alleviate any of Customer’s
obligations set forth herein. Customer shall provide Pilots with a safe working environment when on Customer’s
premises.
3. LOSS AND DAMAGE OF LEASED EQUIPMENT
3.1 Customer assumes and shall bear the entire risk of loss, damage to, theft or destruction
of, all leased Equipment, from any cause not otherwise subject to the Limited Warranty set forth in Section 9. LOSS
OR DAMAGE TO THE EQUIPMENT, OR ANY PART OF IT, SHALL NOT RELIEVE CUSTOMER OF ANY OBLIGATION UNDER
THIS LEASE AGREEMENT. Customer’s obligations with respect to this Section 3 shall commence upon delivery of the
Equipment.
3.2 Customer agrees to immediately notify Aerodome of any accident or event of loss or
damage involving the Equipment. The notification shall include any information as may be pertinent to Aerodome's
investigation of such accident, loss, or damage, or which Customer may reasonably require.
4. USE RESTRICTIONS
4.1 Protection of Equipment. Customer acknowledges and agrees that the design,
construction, and internal components, and other elements, of the Equipment provided under this Agreement are
Confidential Information (and may include valuable trade secrets) and, as such, is protected under the terms of this
Agreement. Disclosure of such would cause Aerodome and its suppliers irreparable injury and damage. To ensure
the protection of such information, Customer acknowledges that it is a reasonable precaution not to, and Customer
agrees not to, open or disassemble or reverse engineer the Equipment, nor any piece or component thereof, nor to
otherwise investigate the internal components and operations of any of the Equipment. Customer agrees to use
reasonable precautions to protect the Equipment from theft, inspection, investigation, discovery of the Equipment’s
components, design, construction, and/or other elements, and any unauthorized use.
4.2 Use Restrictions. During the Term hereof, Customer shall not use the Equipment,
Aerodome Products, and/or Documentation for any purposes except as set forth in this Agreement. Without limiting
the foregoing and except as otherwise expressly set forth in this Agreement, Customer shall not at any time, directly
or indirectly: (i) copy, modify, or create derivative works of the Aerodome Products and/or Documentation, in whole
or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the
Aerodome Products and/or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or
otherwise attempt to derive or gain access to the source code of the Aerodome Products and/or Documentation, in
whole or in part; (iv) reverse engineer, disassemble, or gain access to the interior components of the Aerodome
Products and/or Documentation; (v) remove any proprietary notices from the Aerodome Products and/or
Documentation; (vi) use the Aerodome Products and/or Documentation in any manner or for any purpose that
infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that
violates any applicable law; or (vii) build a product or service that is competitive with Aerodome Products. Unless
covered by the Limited Warranty in Section 9, Customer is responsible and liable for all uses of the Aerodome
Products and/or Documentation resulting from access provided by Customer, directly or indirectly, whether such
access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing,
Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized
User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this
Agreement by Customer.
AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 4
5. PREPARATION SERVICES. Aerodome agrees to provide the services set forth in Schedule A,
attached hereto and incorporated herein (the “Services”). Customer agrees to cooperate and abide by the
requirements and standards, as set forth in such Schedule A and in this Agreement.
6. UNMANNED AIR SUPPORT AS A SERVICE FEES
6.1 Unmanned Air Support as a Service Price. The Aerodome Proposal dictates the
equipment, software, personnel, and Services and the entire Services corresponding fees. Buyer shall pay the
Unmanned Air Support as a Service Fees by wire transfer or check in immediately available $USD funds using the
wire transfer instructions provided by Aerodome on the Aerodome Proposal.
6.2 Payment Terms. All Fees hereunder are due within fifteen (15) days of Aerodome’s
invoice date, or as otherwise set forth in Schedule 1. Except as expressly set forth in this Agreement, the prices and
fees set forth herein are non-refundable and non-cancelable. Aerodome reserves the right to charge interest on all
amounts due or payable hereunder that are not paid when due, at a rate of one and one-half percent (1.5%) per
month, or the highest rate permitted by applicable law, whichever is less. Customer shall reimburse Seller for all
costs incurred in collecting any late payments, including, without limitation, reasonable attorneys' fees.
6.3 Taxes. Unless exempt under applicable law, Customer is responsible for all taxes incurred
on the purchase of Services and leasing of Equipment hereunder, provided that Customer shall not be responsible
for any taxes imposed on, or with respect to, Aerodome's income, revenues, gross receipts, personnel, or real or
personal property or other assets. If Customer is claiming any exemption, it shall provide Aerodome a current
exemption certificate prior to the commencement of any Services hereunder.
7. TERM. The term of this Agreement commences on the Effective Date of this Agreement and
continues until terminated as provided under this Agreement (the “Term”). The Term expires on June 30th, 2025. On
expiration or termination of the Agreement, all licenses provided hereunder by Aerodome shall immediately expire.
8. TERMINATION
8.1 Termination for Cause. In addition to any remedies that may be provided in this
Agreement, either party may terminate this Agreement with immediate effect upon written notice to the other
party, if: (i) the other party is in material breach of this Agreement, and such breach continues for sixty (60) days (10
days for non-payment) (“Notice Period”) after the breaching party’s receipt of written notice of breach, provided
however, that the breaching Party has the right to cure the breach within the applicable Notice Period; (iii) the other
party becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings
relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors; or (iv) there are no
then-active Proposals.
8.2 Post-termination. Following any termination, expiration, or cancellation of this
Agreement or the licenses granted herein: (i) immediately upon receipt of Aerodome’s instructions, Customer will
destroy or send to Aerodome (at Customer’s expense) all copies of the Aerodome Software and the Documentation;
(ii) Customer’s rights to continue to use the Aerodome Products and Documentation shall immediately cease and all
licenses shall immediately terminate; (iii) all of Aerodome’s obligations hereunder shall cease; (iv) all Equipment will
be returned to Aerodome at the address provided at that time; and (iv) all Confidential Information of the other
party shall be returned, or upon the approval of the disclosing party, destroyed no later than thirty (30) days after
the effective date of termination. As needed to accomplish the return and/or destruction of the Aerodome Software,
Aerodome may, in its sole discretion and at Customer’s expense, provide services to assist Customer.
8.3 Survival. Upon termination or expiration of this Agreement, Sections 8.2, 13-20 of this
Agreement will survive and continue in full force and effect. This includes, but is not limited to, provisions related to
confidentiality, indemnification, and limitation of liability. The termination of this Agreement for any reason will not
AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 5
release either Party from any obligations incurred prior to termination of this Agreement or that thereafter may
accrue in respect of any act or omission prior to such termination.
9. LIMITED WARRANTY
9.1 Aerodome Products Limited Warranty. Aerodome warrants that during the applicable
Proposal Term (“Warranty Period”), the Aerodome Products (including all modifications, updates, and upgrades
thereto) obtained pursuant to such Aerodome Proposal, when installed, operated, and used as provided in the
Documentation (including the Specifications) and in accordance with the terms of this Agreement will perform
substantially in accordance with the Documentation. Such limited warranty set forth above shall only apply if
Customer (i) notifies Aerodome in writing of a warranty claim before the expiration of the Warranty Period; (ii) has
promptly installed all updates, upgrades, and/or maintenance releases previously made available by Aerodome; and
(iii) as of the date of notification, is in compliance with all terms and conditions of this Agreement (including the
payment of all prices and fees then due and owing) (“Warranty Claim”). In the case of a Warranty Claim, Aerodome’s
sole responsiblty is to repair or replace the Aerodome Products with products of equivalent functionality.
9.2 Website Service Level. Aerodome will use commercially reasonable efforts to ensure the
accessibility of the Aerodome Website Portal and to ensure that updates to the foregoing shall not degrade its
functionality, capabilities, or features. Aerodome will, to the extent practicable, give Customer advance notice prior
to initiating an unplanned maintenance operation, and such notice shall indicate the estimated timing of such
unplanned maintenance operation.
9.3 Equipment Manufacturer’s Warranties. To the extent permitted by law, Aerodome
agrees to pass through all Equipment manufacturer’s warranties in accordance with such warranty’s terms and
conditions. AERODOME SHALL NOT BE LIABLE WHATSOEVER FOR DAMAGES CAUSED BY OR ARISING FROM DEFECTS
OR MALFUNCTIONS STEMMING FROM THE EQUIPMENT MANUFACTURED BY THIRD PARTIES AND LEASED VIA
AERODOME AND ALL REMEDIES IN CONNECTION WITH THE SAME SHALL BE LIMITED TO REPAIR OR REPLACEMENT
AS SET FORTH IN THE APPLICABLE MANUFACTURER’S WARRANTY.
9.4 Warranty Limitations / Disclaimer.
(a) THE WARRANTIES ABOVE SHALL NOT APPLY TO (I) DEFECTS, ERRORS, DAMAGES,
OR LOSS RESULTING FROM CORRECTIONS, REPAIRS OR SERVICE NECESSITATED BY CUSTOMER’S OR USER’S SYSTEM,
COMPUTERS, SERVERS, AND/OR OTHER EQUIPMENT OR ITS USE; (II) NEGLIGENCE, ABUSE, MISUSE, OR INTENTIONAL
DAMAGE IN CONNECTION WITH ANY USE OF THE EQUIPMENT OR AERODOME PRODUCTS; (III) USE OF THE
EQUIPMENT OR AERODOME PRODUCTS OUTSIDE THE PURPOSE, SCOPE, OR MANNER OF USE AUTHORIZED BY THIS
AGREEMENT OR IN ANY MANNER CONTRARY TO THE DOCUMENTATION OR AERODOME'S INSTRUCTIONS; (IV) THE
EQUIPMENT OR AERODOME PRODUCTS USED IN CONJUNCTION WITH ANY TECHNOLOGY (INCLUDING ANY
SOFTWARE, HARDWARE, FIRMWARE, SYSTEM, OR NETWORK), EQUIPMENT OR SERVICE NOT PROVIDED BY
AERODOME OR SPECIFIED FOR CUSTOMER’S USE IN THE DOCUMENTATION, UNLESS OTHERWISE EXPRESSLY
PERMITTED BY AERODOME IN WRITING; (V) MODIFICATIONS TO THE EQUIPMENT AND AERODOME PRODUCTS BY
ANYONE OTHER THAN AERODOME WITHOUT AERODOME’ PRIOR WRITTEN PERMISSION; (VI) USE OF ANY
VERSION OF THE EQUIPMENT AND/OR AERODOME PRODUCTS OTHER THAN THE MOST CURRENT VERSION, OR
FAILURE TO TIMELY IMPLEMENT ANY MODIFICATION, UPDATE, AND/OR REPLACEMENT OF SUCH MADE AVAILABLE
BY AERODOME; OR (VII) DUE TO FORCE MAJEURE.
(b) EXCEPT AS MAY BE EXPRESSLY PROVIDED IN SECTION 9 HEREOF, THE
EQUIPMENT, AERODOME SOFTWARE, AERODOME PRODUCTS, DOCUMENTATION, SERVICES, AND ALL RELATED
PRODUCTS AND SERVICES ARE PROVIDED TO CUSTOMER "AS IS" AND "WITH ALL FAULTS. TO THE EXTENT
PERMITTED BY LAW, THE ABOVE WARRANTIES AND REMEDIES ARE EXCLUSIVE. AERODOME DISCLAIMS ALL OTHER
WARRANTIES, REMEDIES, AND CONDITIONS, WHETHER ORAL, WRITTEN, STATUTORY, OR IMPLIED. IF STATUTORY
OR IMPLIES WARRANTIES CANNOT BE LAWFULLY DISCLAIMED, THEN SUCH WARRANTIES ARE LIMITED TO THE
DURATION OF THE WARRANTY DESCRIBED ABOVE AND BY THE PROVISIONS IN THIS AGREEMENT. AERODOME DOES
AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 6
NOT WARRANT THAT THE AERODOME SOFTWARE AND/OR AERODOME PRODUCTS WILL RUN PROPERLY ON,
AND/OR INTEROPERATE WITH, ALL HARDWARE AND/OR OPERATING SYSTEMS, THAT SUCH WILL MEET THE
REQUIREMENTS OF CUSTOMER, OR OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY
CUSTOMER OR ANY USER OR THAT THE OPERATIONS OF SUCH WILL BE UNINTERRUPTED OR ERROR FREE OR THAT
IT IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION.
9. LIMITATION ON LIABILITY. IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES,
AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY,
NEGLIGENCE, BREACH OF WARRANTY OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT
MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE
GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND
WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN
HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION) IN THE AERODOME SOFTWARE OR
AERODOME PRODUCTS, UNLESS RESULTING FROM AERODOME’S BREACH OF LIMITED WARRANTY, IN WHICH CASE
SECTION 9 SHALL PROVIDE THE EXCLUSIVE REMEDY, OR (III) EXCEPT FOR THE PARTY’S RESPECTIVE
INDEMNIFICATION OBLIGATIONS, FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID
(OR PAYABLE) BY CUSTOMER TO AERODOME HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT
GIVING RISE TO A CLAIM HEREUNDER.
10. INDEMNIFICATION
10.1 Mutual Indemnification. Each party (“Indemnitor”) shall defend, indemnify, and hold
harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers
and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an
unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any third-party
claim (i) that the Customer’s use of the Aerodome Products (in the case of Customer as Indemnitor) or (ii) that the
Aerodome Products (in the case of Aerodome as Indemnitor), infringes, violates, or misappropriates any third party
intellectual property or proprietary right; (iii) asserting Losses resulting from the willful misconduct by the
Indemnitor party; or (iv) for bodily injury (including death) or damage to tangible property resulting from the
negligence of the Indemnitor party.
10.2 Procedures. Each Indemnitor’s indemnification obligations hereunder shall be
conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided
that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor
is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of
any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and
(iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s
expense). The foregoing indemnification obligations in Section 11 (ii) do not apply to Aerodome to the extent any
infringement arises from any services, information, products, equipment, technology, materials or data, including
any Customer Data (or any portions or components of the foregoing) (i) are not created or provided by Aerodome ,
(ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Aerodome, (iv)
combined with other products, processes or materials not provided by Aerodome (where the alleged Losses arise
from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified
thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi)
Customer’s use of the Service, Aerodome Products, or Equipment is not strictly in accordance with the terms of this
Agreement.
11. INTELLECTUAL PROPERTY OWNERSHIP.
11.1 Intellectual Property Rights. Customer acknowledges and agrees that Aerodome and its
licensors and suppliers retain and own all rights, title, and interests in and to the following, and in and to all
Intellectual Property Rights therein: (i) the Aerodome Website, Aerodome Products, Aerodome Software, Aerodome
Website Portal, Aerodome Services, and any and all other services and products related thereto; (ii) the components
AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 7
and any and all other materials, content, data and/or information provided and/or made available by Aerodome in
connection with any of the foregoing (but excluding content and/or data provided exclusively by Customer); all
know-how and proprietary design and configuration of the Equipment; and (iii) any and all configurations, derivative
works, developments, modifications, adaptations, changes, alterations, edits, conversions, improvements and/or
the like made to, arising out of, and/or resulting from any of the foregoing.
11.2 Reservation of Rights. All rights not expressly granted under this Agreement, are reserved
to Aerodome and its licensors and suppliers, and there are no implied rights. Under no circumstances will anything
in this Agreement be construed as granting, by implication, estoppel, or otherwise, a right or license to any party’s
Intellectual Property Rights or proprietary technology other than in strict accordance with the terms of this
Agreement.
11.3 Feedback. Customer shall, and hereby does, grant to Aerodome a nonexclusive,
worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit
any suggestions, enhancement requests, feedback, or recommendations relating to the Services, Equipment or
Aerodome Products (“Feedback”) for any purpose, without limitation, and without expectation of compensation,
whether provided by Customer, its Authorized Users, or any other third-party in connection with this Agreement.
12. DATA.
12.1 Customer Data. For purposes of this Agreement, “Customer Data” means any data,
information or other material provided, uploaded, or submitted by Customer to Aerodome in the course of using
the Aerodome Products. Customer shall retain all right, title and interest in and to the Customer Data, including all
Intellectual Property Rights therein. Notwithstanding anything to the contrary, Customer hereby provides a limited
license and right to Aerodome to use and modify (but not disclose) the Customer Data for the purposes of providing
the Services and the Aerodome Products to Customer and, on an anonymized and aggregated basis only, for
purposes of improving, testing, operating, promoting and marketing Aerodome’s products and services. Aerodome
may use photographs or videos solely for internal research and development purposes, unless Customer provides
written authorization for other uses, such as demonstration or marketing, in each case subject to applicable laws.
Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of,
and right to use and share as set forth herein, all Customer Data. Aerodome shall use commercially reasonable
efforts to maintain the security and integrity of the Customer Data. Aerodome is not responsible to Customer for
unauthorized access to Customer Data or the unauthorized use of the Aerodome Products unless such access is due
to Aerodome’s gross negligence or willful misconduct. Customer agrees and acknowledges that Customer Data may
be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent.
12.2 Aerodome Data. Customer Data does not include, and Aerodome Data (defined herein)
expressly includes, any data to the extent processed by, resulting as an output of, or based on the usage of, the
Services, Equipment or Aerodome Products, including without limitation data collected by Aerodome’s radar and
radio frequency sensors. Such Aerodome data shall be Aerodome’s Confidential Information. Aerodome shall own
all rights to (i) any data input into the Services, Equipment or Aerodome Products by or on behalf of Aerodome (not
including any Client Data) and (ii) any aggregated and anonymized data extracted or derived from the Services, or
use of the Equipment or Aerodome Products, including all aggregated and anonymized usage data, statistical data,
transactional data, metadata, market data, flight logs and flight history, telemetry data and logs, fleet information
including drone serial numbers and models, connected device information including radar data concerning the
surrounding airspace, and other aggregated and anonymized data collected from user data and files (collectively,
“Aerodome Data”). Without limiting the generality of the foregoing, Aerodome reserves the right to create and
market public indexes, analysis or insights created from such data. Customer agrees that it will not share, sell,
AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 8
transfer, or many available any data generated by the Aerodome Products, including all Aerodome Data to which it
may have access, to any third party without the prior express written consent of Aerodome.
13. COMPLIANCE.
13.1 Customer agrees to comply with applicable laws, rules, and regulations with respect to
the ownership, possessions, and operation of the Equipment.
13.2 The Aerodome Products, Equipment, and all services provided hereunder are subject to
all applicable export control laws and regulations, including without limitation those of the United States
Government. Customer and Authorized Users agree that not to directly or indirectly export, re-export, divert,
release, provide access to, transfer or disclose such, or any derivative thereof, to any prohibited or restricted
destination, end-use or end-users or to anyone who requires a United States export license or other license, except
in accordance with all relevant export control laws and regulations which may require it to obtain necessary licenses,
approvals or permissions from the appropriate U.S. governmental authority and all required foreign authorities prior
to undertaking such activities.
14. DISPUTE RESOLUTION
14.1 In the event of any dispute, claim, question, or disagreement arising from or relating to
this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle such disputes, claims,
questions, or disagreement. To this effect, the parties shall consult and negotiate with each other in good faith and,
recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.
14.2 If the parties do not reach such solution within a period of 60 days, then upon written
notice by either party to the other, any remaining disputes, claims, questions, or differences shall be finally settled
by arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules,
and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
14.3 The place of arbitration shall be New York, New York, and the proceedings shall be
conducted in English. The arbitral award shall be final and binding on both parties.
14.4 Notwithstanding the foregoing, Aerodome may seek preliminary injunctive relief or
interim equitable remedies in a court of law, should it deem necessary to protect its rights or property. For such
actions, the parties consent to the exclusive jurisdiction and venue in the state and federal courts located in New
York, New York.
15. CONFIDENTIAL INFORMATION.
15.1 Definition. “Confidential Information” means any information in any form related to this
Agreement, its execution, and its purposes disclosed by a party (the “Discloser”), or disclosed on behalf of such party
by its affiliates or representatives, to the other party (the “Recipient”). This includes without limitation any trade
secrets, technology, technical data, source code, object code, software, inventions, know-how, and information that
Discloser considers and treats as confidential or proprietary, or that a reasonable person would believe is
confidential or proprietary based on the nature of the information and the circumstances of disclosure. Confidential
Information does not include information that (i) at the time of disclosure, is available to the general public, (ii)
becomes available to the general public through no fault of Recipient, (iii) is received by Recipient at any time from
a third party without breach of a non-disclosure or confidentiality obligation to Discloser, (iv) is known to Recipient
at the time of disclosure, as demonstrated by documentary evidence, (v) is developed independently by Recipient
without access to any of Discloser’s Confidential Information, or (vi) is approved for disclosure by prior written
permission of Disclosure or a corporate officer of Discloser, including without limitation pursuant to the terms of
this Agreement.
AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 9
15.2 Restrictions. Recipient shall use Discloser’s Confidential Information solely for the
purposes of performing its obligations and exercising its rights under this Agreement (the "Purpose"). Except as
explicitly permitted in this Agreement, Recipient shall not disclose to any third party any of Discloser’s Confidential
Information that is obtained directly or indirectly from Discloser or its affiliates or representatives, regardless of
whether such third party is a partner, contractor, affiliate, or another party related to the Recipient. Recipient may
only disclose the Confidential Information of Discloser to its representatives who need to know it to fulfill the
Purpose and are bound by confidentiality obligations comparable to those set forth herein. Recipient must inform
any such representative of the confidential nature of the information and cause the representative to comply with
the terms of this Agreement as if it were the Recipient. Recipient will be liable for any breach of this Agreement by
any such representative. Recipient will exercise the same degree of care toward the Confidential Information as
Recipient exercises toward its own confidential information, but not less than reasonable care. Recipient agrees to
take all reasonable steps to protect the secrecy of, and avoid disclosure or use of, the Discloser’s Confidential
Information in order to prevent it from falling into the public domain or possession of unauthorized persons.
Recipient agrees to immediately notify Discloser in writing of any use and/or disclosure in violation of this
Agreement. Each party, however, may disclose Confidential Information of the other pursuant to the order or
requirement of a court, administrative agency, or other governmental body, provided that the disclosing party gives
reasonable notice to the other party to contest such order or requirement. Recipient acknowledges and agrees that
any such breach or threatened breach of these terms of confidentiality may cause irreparable injury to Discloser so
that, in addition to any other remedies available, Discloser may seek injunctive relief against the threatened or actual
breach. Without limiting the generality of the foregoing, Recipient shall continue to protect the Confidential
Information of Discloser indefinitely, as it relates to trade secrets contained in the Equipment and/or Aerodome
Products.
16. GENERAL.
16.1 Assignment and Change in Control. Customer may not assign this Agreement without
Aerodome’s prior written consent. Aerodome may freely transfer and/or assign this Agreement without limitation
or restriction. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of, and be
enforceable by, the Parties hereto and their respective, permitted successors and assigns.
16.2 Governing Law. The validity of this Agreement, the enforcement of their terms, and the
interpretation of the rights and duties of the parties shall be governed by the laws of the State of New York , without
regard to its conflict of law provisions.
16.3 Electronic Signatures; Headings. The parties agree that signatures required by this
Agreement may be in electronic form. The captions, headings, and/or titles used in this Agreement are inserted for
convenience only and shall not affect the meaning or interpretation of this Agreement.
16.4 Severability. If for any reason a court of competent jurisdiction or arbitration panel finds
any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the
maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect.
16.5 Waiver; Cumulative Rights. The failure by either party to enforce any provision of this
Agreement will not constitute a waiver of future enforcement of that or any other provision. Except where otherwise
specified, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, and
not in lieu of, any other rights or remedies which the party may possess at law or in equity.
16.6 Notices. All notices under this Agreement will be in writing and will be deemed to have
been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by
facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and
upon receipt, if sent by certified or registered mail, return receipt requested. Either party may change its address for
notices under this Agreement by giving written notice to the other party by the means specified in this paragraph.
AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 10
16.7 Amendment. This Agreement may not be supplemented, amended, and/or modified at
any time unless the parties hereto execute a written instrument that (i) must be in a mutually agreed upon written
or electronic format, (ii) must be clearly designated as an amendment, addendum, or modification, and (iii) must be
signed by an authorized representative of each party. The Parties stipulate and agree that an exchange or series of
written or electronic correspondences shall not be deemed to be such a written instrument, for supplemental,
amendment or modification purposes.
16.8 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties
hereto, and those specifically referenced herein, and their respective successors and permitted assigns, and is not
for the benefit of, nor may any provision hereof be enforced by, any other person.
16.9 Entire Agreement. This Agreement contains the complete understanding and agreement
of the parties and supersede all prior or contemporaneous agreements or understandings, oral or written, relating
to the subject matter herein. Any waiver, modification, or amendment of any provision of this Agreement will be
effective only if in writing and signed by duly authorized representatives of the parties.
16.10 Relationship of the Parties. The relationship between the Parties is that of independent
contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise,
business opportunity, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between
the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
16.11 Force Majeure. Neither party shall be liable under this Agreement or to any third-party
for any liability, failure or delay in performance under this Agreement (other than for delay in the payment of money
due and payable hereunder) for causes beyond their reasonable control and occurring without their fault or
negligence, including, but not limited to, acts of God, acts of government, civil unrest, natural disasters, epidemic,
pandemic, war, or fires ("Force Majeure Event"). In the event of any such Force Majeure Event, the affected party
shall give prompt written notice to the other party and shall use commercially reasonable efforts to promptly
mitigate any resultant delay in performance of this Agreement. Any period of Force Majeure Event shall not be
included in the computation of any time period specified in any provision of this Agreement. Further, either party
may terminate this Agreement without liability to the other if a Force Majeure Event continues substantially
uninterrupted for a period of sixty (60) days or more, with written notice to the other party. Provided however, that
if a party is reasonably able to continue its performance under the Agreement in a manner that is not significantly
detrimental, despite the occurrence of a Force Majeure Event, such party shall continue to comply with its
obligations under this Agreement. The party claiming relief under the force majeure clause must demonstrate that
they took all reasonable steps to mitigate or avoid the force majeure event and its consequences, and must notify
the other party as soon as possible of the force majeure event and the steps taken to mitigate or avoid it.
(Signature page follows)
AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date by
their duly authorized representatives.
AERODOME INC.
By:
Name:
Title:
CUSTOMER
By:
Name:
Title:
AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 12
SCHEDULE A
SERVICES
Aerodome makes no warranties regarding the efficacy of the trainings detailed below.
1. Aerodome will pay the outstanding balance currently owed to Flying Lion backdated to July 1,
2024 with a not to exceed amount of $30,000.
2. AIRWORTHINESS TRAINING
Aerodome will make commercially reasonable efforts to provide training for the Customer to maintain the
airworthiness of its drones, including compliance-related trainings. .
Customer shall be responsible for ensuring that all crew, including pilot in command, visual observer, sensor or
payload operator, or other persons necessary for the safe operation of the flight have the qualifications, experience,
licenses, and certificates required by applicable Federal Aviation Administration regulations and that all have the
necessary skill required to perform their duties. After completion of training, Customer shall be responsible for
maintaining the airworthiness of drones and ensuring operations are in line with all applicable laws and regulations.
The training will be conducted via both online and in-person methods, as agreed upon by both parties. The frequency
and duration of training will be mutually decided and scheduled to the convenience of the Customer.
3. FLIGHT TRAINING
Aerodome will provide FAA BVLOS waivers and train Customer on compliance matters related to such waivers.
Aerodome will start with one deployment location at a time, and work their way up to the agreed upon number of
deployment locations for all UAS. As part of the BVLOS process, Aerodome will provide training materials to the
Customer to certify all employees of the Customer’s choosing as Visual Observers (VOs) to help aid in BVLOS
operations.
Aerodome will provide training to officers on how to download Aerodome Software and use it. This will consist of:
● Showing how to access Aerodome on their respective internet devices
● Showing how to view a live stream through the application
● Showing how to control the drone using the application
● Showing how to report problems if they come across them on the application
The training will be conducted via both online and in-person methods, as agreed upon by both parties. The frequency
and duration of training will be mutually decided and scheduled to the convenience of the Customer.
4. EQUIPMENT TRAINING
There will also be training for the Customer to use the Equipment. This training will consist of:
● Going over the maintenance list for the drone, and how to maintain airworthiness
● Teaching how to fly the drone autonomously using Aerodome Software
AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 13
● Teaching how to fly the drone manually using the remote controller
The training will be conducted via both online and in-person methods, as agreed upon by both parties. The frequency
and duration of training will be mutually decided and scheduled to the convenience of the Customer.
5. DEPLOYMENT SUPPORT
Aerodome will teach Customer how to dispatch the Hardware using the Software for 911 calls.
Only personnel authorized by Customer may have access to the Live Stream from the drone. They will also be taught
on how to use Aerodome’s software to view said stream on any internet-connected device.
Authorized personnel may have access to the Aerodome Software, which can convey the current status of the drone,
and how to tell the drone to conduct additional maneuvers if needed.
All operations will be conducted by a Pilot in Command (PIC), who will be an FAA-certified pilot, and have manual
override control of the drone to prevent malfunctions. Customer will provide the PICs needed to sustain this
program.
Aerodome will assist in drafting a Standard Operating Procedure (SOP) as well as department policies regarding
access, deployments, privacy, and community engagement.
Aerodome will ensure correct implementation of each Aerodome station and its included equipment which may or
may not include the aircraft, on-prem servers, charging dock installations, radars, and more.
AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 14
SCHEDULE B
SPECIFICATIONS
Customer must abide by the following standards:
Operational:
● Per FAA regulations, and without the necessary waiver, a minimum of one pilot is required to operate each
drone
● Work with Aerodome to get BVLOS waivers for the city to fully use Aerodome’s product and services.
● Train members of the city to be VOs so that the Customer can have FAA-compliant and safe BVLOS
operations (Aerodome will provide training material if needed).
● If Customer wants to connect Aerodome’s software to their Computer Aided Dispatch (CAD) system,
Customer will provide access to said CAD system at no cost to Aerodome to location information and other
pertinent information about calls-for-service as they are placed.
● Aerodome will provide their Aerodome software interface to command the Equipment, and allow
authorized users for controls.
● Customer must independently access and store any personal information about calls-for-services other
than their location and the type of response (police, fire, or EMS) they prompted.
Customer shall be responsible to integrate with CAD software to pull location information and call type
information of every call-for-service that the Customer decides the drone should be deployed to, so long as there
are no monetary charges to Aerodome for said integration.
August 20th, 2024
Rahul Sidhu
Co-Founder & CEO
Aerodome Inc.
56 Crosby St #2A, New York, NY 10012
Ph. (310) 347-6689
Dear Azusa Police Department:
This letter serves the purpose of establishing that Aerodome, Inc. is currently the “Sole Source”
of the following suite of products and services:
DESCRIPTION OF ITEMS AND SERVICES
To the best of our knowledge, Aerodome, Inc. is currently the sole source of the suite of
products and services listed below, and no other company or firm sources and sells or licenses
such a comprehensive, integrated suite of products and services at price level quoted as
Aerodome’s universal sales price (USP).
Aerodome DFR System
- Aerodome Atlas 350 Drone Dock
●Exclusively distributed by Aerodome for the public safety market
●Automated, robotic, battery-swapping drone nest for heavy payload UAS.
●Not reliant on contact charging
●Houses 8 batteries for more than 2,000 cycles.
●Exclusive integration of the DJI M350.
●Exclusively provided law enforcement features and upgrades.
●Landing platform level with the roof 17 cm of radial landing error recovery.
●Proprietary precision landing algorithms.
●Integrated HVAC to maintain system health.
●Integrated interior cameras for diagnostics and virtual pre-flight checklist.
●Fully remote operations through the Aerodome Flight Operations Module.
- Aerodome 3D Digital Radar Station
●Multi-beamforming surveillance radar with long-range capabilities and
all-weather situational awareness.
●360 degree 3D detection,tracking,and classification of manned aircraft and
sUAS.Detects Phantom-sized drones at 2.25-2.5 km ranges,Cessna-sized aircraft
at 7 km range,and humans at 3 km range.
●Layered security approach
●Target classification,detection and data updates for accuracy and reliability.
●Exclusively integrated into the Aerodome Air Traffic Awareness Module.
●Exclusively provided by Aerodome for the public safety market.
-Aerodome Software
●Aerodome Flight Operations Module
○Exclusively provided augmented reality overlays
○1080p video feed with proprietary video codec,requiring only 3mbps for
streaming
○One-time streaming links immediately available to be sent via email and
SMS through the platform
○Images taken and immediately available to be sent via email and SMS
through the platform,mid-flight
○Detailed telemetry and system health data
○Dock and drone management from a single interface
○Multiple drone station and drone control support via picture-in-picture
○Command and control
○CAD integration,allowing for tracking of calls-for-service directly in the
platform
○3D mapping
○Laser-range finder support,allowing for real-time identification at
camera targets
○Camera and payload management
○Address based automated waypoint flight control
○Current weather data
○Detailed connectivity data
○Mouse and keyboard control
○Gamepad control
○Drone summoning capability to allow for one drone to follow or meet
another drone for battery swapping
○Integration with H30 camera
○CAD integration with Spillman
●Aerodome Air Traffic Awareness Module
○360 degree visibility of local airspace and movement of manned aircraft
and sUAS.
○Integration with Flight Operations Module for notifications of incursions.
○Direct communication with drones to allow for emergency collision
mitigation
○ADS-B in and live telemetry data from multiple sources.
○Integrated radar,RF,and Remote ID data in a single common operating
picture.
○Call for service information on screen
●Multi-station and multi-drone support
●Aerodome Spectator Module
○1080p video feed with proprietary video codec,requiring only 3mbps for
streaming
○Optimized for streaming live mission video to internal and external
stakeholders.
○Monitor multiple flight missions at once using split screen functionality
○Seamless link sharing via text message or email directly in the Aerodome
system.
○Live CFS updates and visibility.
○Basic flight and telemetry data.
○CAD integration to show which call-for-service the drone is responding
to.
●Aerodome Flight Log Module
○Automated flight logging and mission reports.
○Native 1440p video uploaded for each flight from the drone without
manual uploading required
○Effortlessly export mission reports in PDF format for evidence
management.
○Download cloud based and onboard imagery and video.
○CFS data auto populated via CAD integrationConfigurable DFR mission
success metrics.
○Configurable mission reports based on agency needs and data retention
policies.
○Drone path and location at timestamp,visualized with video
○Filtering and searching functionality
-Aerodome Services
●Aerodome installation and support
●Acquisition of appropriate FAA regulatory waivers
●Department policy and SOP consulting
●Community engagement consulting
●Training
-DJI M350
-DJI H20N,H20T,H30 Camera
-16 TB65 Batteries and BS65 Charging Case
Aerodome eVTOL Fixed Wing DFR System
-Aerodome eVTOL Fixed Wing
●Automatic detection of obstacles,cars,humans,and changes from the normal
state
●Seamless integration with customized DFR dock
●Top speed =100 mph (exclusively provided)
●All weather
●Next Vision Raptor Payload
●Lightweight,long range,dual EO-IR stabilized camera
●80x zoom (40x optical)
●Thermal resolution =1280 x 720
●Flight time =120 minutes
●Connectivity range =62 miles
●Silvus radio integration
●LTE capability via Elsight tray
●35 minute hover time
-Aerodome eVTOL Fixed Wing Dock
●Weight 132 lbs.
●Sub 1C charging
●Free-flight for automatic recharging after autonomous precision landing
●Exclusively provided law enforcement and public safety upgrades
●ADS-B out included
●Designed for the harshest environmental conditions
●DC Power Input,2500 W
●Proprietary rapid deployment algorithms for DFR missions
Sincerely,
Rahul Sidhu