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 March 5, 2024 (“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 City of Redondo Beach, a chartered municipal corporation, with an address of 415 Diamond St, Redondo Beach, CA 90277 (“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 21 (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.
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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.
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 8 (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 replacement Equipment (e.g., battery replacement prior to 500 cycles, hardware damaged due to Customer’s error, 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, 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 above, 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 agrees to comply with all Federal Aviation Administration (FAA) regulations and to obtain any necessary waivers for legal drone operations, particularly for specialized operations such as Beyond Visual Line of Sight (BVLOS). Aerodome will facilitate the appropriate transfer and application of these waivers to the Customer's operations, ensuring adherence to FAA conditions and requirements.
2.4 Delivery. Aerodome shall make the Equipment available to Customer at Customer’s address set forth in this Agreement. 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 AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 3
limitation the failure to provide appropriate instructions, documents, licenses, or authorizations: Aerodome, at its option, may store the Equipment until collected by Customer, whereupon Customer shall be liable for all related costs and expenses (including, storage and insurance).
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”). The Pilot Services shall be considered part of the “Services” (as defined below). When operating the Equipment, the Pilot shall comply with the reasonable requests of Customer. Such Pilot Services may be used for up to forty (40) hours per week during the Term. 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
Customer assumes and shall bear the entire risk of loss, damage to, theft or destruction of, all leased equipment, from any cause. 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 and Customer’s acceptance of the equipment.
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 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.
5. 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. Notwithstanding the above AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 4
restrictions, the Customer may engage in activities not expressly authorized in this Agreement, provided that such activities are approved in advance by Aerodome in writing.
6. 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
7. 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.
8. UNMANNED AIR SUPPORT AS A SERVICE FEES
8.1 Unmanned Air Support as a Service Price. The Aerodome Proposal dictates the equipment, software, personnel, and services and the entire services corresponding fee. Customer shall pay the Unmanned Air Support as a Service Price by check within 45 days of its receipt of the invoice in $USD funds.
8.2 Payment Terms. Except as expressly set forth in this Agreement, the prices and fees set forth herein are non-refundable and non-cancelable.
8.3 Taxes. The Unmanned Air Support a Service Price are non-cancelable and nonrefundable. Aerodome shall be responsible for all such charges, costs, and taxes, 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.
9. TERM
The term of this Agreement commences on the March 5, 2024 and continues until June 30, 2024 (the “Term”).
10. TERMINATION
10.1 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) Customer fails to pay any amount when due under this Agreement, and such failure continues for thirty (30) days after Customer's receipt of written notice of nonpayment; (ii) Customer or Aerodome is in material breach of this Agreement, and such breach continues for sixty (60) days 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 60-day period, except in the case of non-payment; (iii) Customer or Aerodome 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.
10.2 Post-termination. Following any termination, expiration, or cancellation of this Agreement or the licenses granted herein: (i) immediately upon receipt of Aerodome’s instructions, AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 5
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; (iii) all of Aerodome’s obligations hereunder shall cease; (iv) all Equipment will be returned to Aerodome at the address provided at that time. 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.
10.3 Survival. Upon termination or expiration of this Agreement, Sections 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 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.
11. LIMITED WARRANTY
Aerodome warrants that during the applicable Proposal Term (“Warranty Period”), the Equipment and Aerodome Products (including all modifications, updates, and upgrades thereto) obtained pursuant to such Aerodome Proposal, when installed, operated, and used as recommended in the documentation (including the specifications) and in accordance with the terms of this Agreement will perform substantially in accordance with the documentation and that all Equipment provided by Aerodome will be free from any manufacturer’s defects during the Warranty Period. In the event the equipment is defective, Aerodome shall repair or replace such equipment. Such limited warranty set forth above shall only apply if Customer (i) notifies Aerodome in writing of the warranty breach 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).
Furthermore, such warranty as forth above shall not apply to the extent that the alleged breach and/or infringement arises and/or results from: (i) combination, operation, or use of the Equipment and/or Aerodome Products in or with, any technology (including any software, hardware, firmware, system, or network) or service not provided by Aerodome or specified for Customer’s use in the Documentation, unless otherwise expressly permitted by Aerodome in writing; (ii) modification of the Equipment and Aerodome Products other than: (a) by Aerodome in connection with this Agreement; or (b) with Aerodome's express written authorization and in strict accordance with its written directions and specifications; (c) 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; (d) negligence, abuse, misapplication, or misuse of the Equipment and/or Aerodome Products or Documentation; (e) use of the Equipment, Aerodome Products, and/or Documentation by or on behalf of Customer that is outside the purpose, scope, or manner of use authorized by this Agreement or in any manner contrary to the Documentation or Aerodome's instructions; (f) events or circumstances outside of Aerodome's commercially reasonable control (including any third-party hardware, software, or system bugs, defects, or malfunctions); and/or (iii) Open source components or other third-party materials.
12. 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 give Customer advance notice prior to initiating an unplanned maintenance operation, and such notice shall indicate the estimated timing of such unplanned maintenance operation.
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13. DISCLAIMER
NO WARRANTY SHALL 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 DUE TO CUSTOMER’S NEGLIGENCE ; (II) ANY ACT OR OMISSION BY ANYONE OTHER THAN CUSTOMER; (III) POWER SHORTAGES, IRREGULARITIES, BUGS, GLITCHES, INACCURACIES,
OR FAILURES NOT DUE TO THE FAULT OF AERODOME NOR DUE TO A DEFECT IN THE EQUIPMENT OR AERODOME PRODUCTS; (IV) MODIFICATIONS OF THE EQUIPMENT AND AERODOME PRODUCTS BY ANYONE OTHER THAN AERODOME; OR (V) ANY OTHER CAUSE BEYOND AERODOME’S REASONABLE CONTROL. NOTWITHSTANDING THE FOREGOING, IF ANY EQUIPMENT IS DAMAGED DUE TO CUSTOMER’S NEGLIGENCE OR OTHER FAILURE TO
ADHERE TO THE TERMS OF THE AGREEMENT, AERODOME WILL REPAIR OR REPLACE SUCH EQUIPMENT AT CUSTOMER’S EXPENSE.
EXCEPT AS MAY BE EXPRESSLY PROVIDED IN SECTION 11 (WARRANTIES) 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." EXCEPT AS MAY BE EXPRESSLY PROVIDED IN SECTION 11 (LIMITED WARRANTY) HEREOF AND WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMER SET OUT IN THE FIRST SENTENCE OF THIS SECTION 13, AERODOME HEREBY
DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY (INCLUDING
WITHOUT LIMITATION ALL UCC STATUTES), OR OTHERWISE, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED
BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
EXCEPT AS MAY BE EXPRESSLY PROVIDED IN SECTION 11 (LIMITED WARRANTY)
HEREOF, AERODOME DOES NOT WARRANT THAT THE AERODOME SOFTWARE AND/OR
AERODOME PRODUCTS ARE FREE FROM ERROR OR HARMFUL CODE AND/OR 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.
AERODOME SHALL NOT BE LIABLE WHATSOEVER FOR DAMAGES CAUSED BY OR
ARISING FROM DEFECTS OR MALFUNCTIONS STEMMING FROM DRONES MANUFACTURED BY THIRD PARTIES AND LEASED VIA AERODOME. CUSTOMER’S SOLE REMEDY IN SUCH
INSTANCE IS LIMITED TO REPLACEMENT OR REPAIR OF THE DEFECTIVE EQUIPMENT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
14. LIMITATION ON LIABILITY
EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL
EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR
CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY,
NEGLIGENCE 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 AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 7
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), OR (III)
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 RISTE TO A CLAIM HEREUNDER, OR IF TWELVE (12) MONTHS
HAVE NOT YET PASSED, THEN THIS LIMITATION SHALL BE CALCULATED BY TAKING THE
AVERAGE MONTHLY FEES FOR THE SERVICES HEREUNDER AND MULTIPLYING BY TWELVE
15. INDEMNIFICATION.
15.1 Aerodome's Indemnification: Aerodome agrees to defend, indemnify, and hold harmless the Customer and its affiliates, including their employees, contractors, directors, suppliers, and representatives (collectively, "Aerodome Indemnitees"), from any third-party claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees ("Losses"), that arise from allegations that the Aerodome Product infringes or misappropriates third-party intellectual property rights. Aerodome shall promptly inform the Customer within thirty (30) days upon becoming aware of any such claim, providing details of the claim and the proposed response.
15.2 In response to an infringement claim, Aerodome will, at its expense, either: (i) secure the right for the Customer to continue using the Product, (ii) replace or modify the Product to make it non-infringing while maintaining equivalent functionality, or (iii) if neither option is feasible, terminate this Agreement and refund any pre-paid but unused fees to the Customer. Aerodome’s obligations do not apply if the infringement claim arises from: (i) Customer Data or materials not created by Aerodome, (ii) products made to Customer specifications, (iii) modifications made to the Product after delivery by Aerodome, (iv) combinations with other products or materials not provided by Aerodome, (v) continuation of infringing use by the Customer after being notified of the infringement, and (vi) customer’s noncompliant use of the Product.
15.3 Customer's Indemnification: The Customer shall defend, indemnify, and hold harmless Aerodome and its affiliates, including their employees, contractors, directors, suppliers, and representatives (“Customer Indemnitees”), from Losses arising from the Customer's use of the Aerodome Product. This includes modifications or combinations made in accordance with Aerodome's instructions.
However, this indemnification does not apply to Losses resulting solely from Aerodome’s negligence, willful misconduct, or defects in the Equipment or Software provided by Aerodome.
15.4 Indemnification Procedures: The indemnifying party (“Indemnitor”) must be notified promptly, within 30 days, of any claim. The Indemnitor will have the option to control the defense and settlement of the claim, though the indemnitee can participate at their own expense. The indemnitee must provide reasonable assistance in the defense. If Indemnitor fails to undertake defense measures within 60 days of notification, the Indemnitee may control the defense at Indemnitor’s expense.
15.5 Equitable Relief: Nothing in this indemnification clause shall limit the right of either party to seek equitable relief, including injunctions and specific performance, as a remedy for any breach or threatened breach.
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16. INTELLECTUAL PROPERTY
16.1 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 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. 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. Customers, its Authorized Users, and all other Users acknowledge and agree that Aerodome and its licensors, suppliers, vendors, and/or its third party vendors own all right, title, and interest in and to all Intellectual Property Rights in and to any suggestions, enhancement requests, feedback, or recommendations (“Feedback”) provided by Customers, Authorized Users, and/or all other Users relating to the Aerodome Products, Equipment, and Aerodome Services, without any limitations, restrictions, and/or requirement of compensation, including without limitation all unpatented inventions, patent applications, patents, design rights, copyrights, Marks, know-how, and other trade secret rights, and all other Intellectual Property Rights, derivatives or improvements thereof.
Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Aerodome notwithstanding anything else. 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 the Feedback for any purpose. Nothing in this Agreement will impair Aerodome’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
17. 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, including for example data necessary for 911 integration. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer Data does not include data collected by Aerodome via hardware not expressly described as Equipment, including without limitation Aerodome’s radar and radio frequency sensors. Such Aerodome data, which may include by way of example telemetry information, Equipment performance, and geographic coverage data, shall be Aerodome’s Confidential Information. Customer, not Aerodome, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Aerodome shall use commercially reasonable efforts to maintain the security and integrity of the Customer Data in compliance with all applicable data protection laws, including where appropriate implementing reasonable administrative, technical and operational safeguards intended to protect the 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 is responsible for the use of the Aerodome Products by any person to whom Customer has given access to the Service, even if Customer did not authorize such use. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent.
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Notwithstanding anything to the contrary, Customer acknowledges and agrees that Aerodome may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Aerodome Products to Customer and (B) generating Aggregated Anonymous Data (as defined below), and (ii) freely use and make available Aggregated Anonymous Data for Aerodome’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Aerodome’s products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Aerodrome in connection with Customer’s use of the Aerodome Products or any services hereunder, but only in aggregate, anonymized form which can in no way be linked specifically to Customer.
Such Aggregated Anonymous Data may specifically include but is not limited to 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. 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 agrees that it will not share, sell, transfer, or many available any data generated by the Aerodome Products, including Aggregated Anonymous Data to which it may have access, to any third party without the prior express written consent of Aerodome.
18. COMPLIANCE.
Customer agrees to comply with applicable laws, rules, and regulations with respect to the ownership, possessions, and operation of the Equipment.
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.
19. DISPUTE RESOLUTION
19.1 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.
19.2 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.
19.3 The place of arbitration shall be Redondo Beach, California, and the proceedings shall be conducted in English. The arbitral award shall be final and binding on both parties.
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19.4 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 Los Angeles County, California.
20. CONFIDENTIAL INFORMATION.
20.1 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, (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., (vii) required to be disclosed by the receiving party pursuant to law, rule, regulation, subpoena, or court order, including but not limited to the California Public Records Act (CALIFORNIA PUBLIC RECORDS ACT GOVERNMENT CODE SECTION 6250 ET SEQ.); (viii) disclosed due to any rule, order, referral, or request, including without limitation any rule, order, referral, or request of Customer’s City Council; or (ix) disclosed as part of the Customer’s customary contract approval process.
20.2 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.
AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 11
21. GENERAL.
21.1 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.
21.2 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.
21.3 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.
21.4 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.
21.5 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.
21.6 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.
21.7 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.
21.8 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.
21.9 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.
AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 12
21.10 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.
21.11 No Third-party Beneficiary. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
21.12 Force Majeure. Neither party shall be liable for any 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 13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date by their duly authorized representatives.
AERODOME INC.,
a Delaware corporation
By:
Name:
Title:
CITY OF REDONDO BEACH,
a chartered municipal corporation
By:
Name: James A. Light
Title: Mayor
ATTEST:
By: _______________________________________
Eleanor Manzano, City Clerk
APPROVED AS TO FORM:
By: ______________________________________
Michael W. Webb, City Attorney
Rahul Sidhu
Chief Executive Officer
AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 14
SCHEDULE A
SERVICES
Aerodome makes no warranties regarding the efficacy of the trainings detailed below.
1. 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.
2. 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.
3. 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 AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 15 • Teaching how to fly the drone autonomously using Aerodome Software • 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.
4. 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 16
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.
REDONDO BEACH
POLICE DEPARTMENT
11/30/2023
The future of air support is here.
Rahul Sidhu
Chief Executive Officer
[email protected]
Presented to Presented by
Captain Jeff Mendence
[email protected]
TABLE OF CONTENTS
02 Personnel Assigned
03 Executive Summary
04 Mission and Vision
05 Success Metrics
06 Program Implementation
Plan
13 Program Layout
14 Timeline
15 Pricing
Launch Proposal
TEAM Contact Information
Rahul Sidhu
Chief Executive Officer
[email protected]
Brett Kanda
SVP, Business Development
[email protected]
Tyler Roberts
Business Development Manager
[email protected]
2 Kenaniah Cerny
Chief Architect
[email protected]
Launch Proposal
Public safety agencies across the world are facing significant challenges in recruiting and staffing sworn officers, resulting in increased pressure on current assets in the field. As a consequence, response times to an ever-increasing call volume are getting longer, and calls are piling up in the CAD queues.
In response to these issues, Aerodome proposes an automated drone response system to calls for service within minutes. This revolutionary approach includes an airborne, movable camera that can swiftly adapt to a plethora of rapidly changing situations.
It’s designed to provide a rapid response to priority 1 calls for service and offer situational awareness to first responders before they arrive on the scene. Moreover, our automated UAS response platform can deploy to priority 2 and priority 3 calls, efficiently assessing the situation and optimizing resource allocation. The enhanced situational awareness provides the means to
deconflict calls, allocate or redirect resources effectively, and even clear calls, allowing officers to prioritize higher-priority tasks and respond more effectively to critical situations.
Aerodome delivers a turn-key solution encompassing all
necessary software, hardware, regulatory services, and training required to start an advanced DFR program from scratch. 3 ABOUT Executive Summary
Mission
Aerodome's mission is to empower public safety agencies with advanced Drone-as-a-First-Responder capabilities,
helping to reduce operational burdens, enhance
community safety, officer safety, and emergency call
outcomes.
Vision
Our vision is to usher in a new era of public safety air support through an end-to-end, fully remote, fully
automated, multi-station, multi-drone drone-as-first
responder platform.
MISSION
AND
VISION
4 SUCCESS
METRICS
Increased Calls for
Service Cleared by UAS
Metric: Clear as
many calls as
possible without a
patrol response
required.
Improve Response Times
Suspect Apprehension
Locate and assist in the
apprehension of more
suspects who would
have otherwise avoided
detention.
5 Provide average
drone response
times within the
operational area of
3 minutes or less.
The Aerodome solution aims to
revolutionize the department's
capabilities by enabling remote
deployment and operation of
aircraft, allowing them to arrive on
the scene before first responders.
This strategic approach will
provide more frequent drone
overwatch and enhanced
situational awareness for highpriority calls. Additionally, it will enable the drone to efficiently
clear lower-priority calls, allowing
officers on the ground to focus on
handling more critical incidents.
With Aerodome, public safety
agencies can optimize resource
allocation and enhance overall
emergency response efficiency.
The Department has identified the top three
success metrics as important for the launch.
PROGRAM
IMPLEMENTATION PLAN
The Aerodome solution is a comprehensive,
all-in-one contract program encompassing
the supply of the hardware, software, and a
full range of essential services.
All of the following elements of the program are included in the Aerodome solution. A more detailed description of each item is on the subsequent pages.
Hardware
All of the drones, payloads, and auxiliary equipment.
Software
The ability to tele-operate the aircraft, stream the feed, and integrate with the existing tech stack for optimal workflows.
Advanced Air Traffic Awareness
The ability to tele-operate the aircraft, stream the feed, and integrate with the existing tech stack for optimal workflows.
FAA COA and BVLOS Waiver Acquisition
SOP and Policy Consulting
Training
Integrations
Community Engagement Consulting
Services
6 DJI M350 H20N Configuration Details
Range ~ 3 NM
Flight Time ~ 35 - 40 Minutes
Zoom 20x Optical, 128x Digital
Thermal 640 x 512, 2x and 8x Optical Zooms
Night Vision Capabilities Clearly visible at night
IMPLEMENTATION
PLAN (CONTINUED)
Each Aerodome DFR Station offers an all-in-one
yearly subscription, providing a comprehensive
package that includes a DJI M350 quadcopter
with an H20N payload—the optimal quadcopter
configuration for DFR. Additionally, we supply 8
TB65 batteries and a BS65 charging case,
ensuring ample batteries for uninterrupted DFR
operations.
7 Hardware
DJI M350 w/ H20 Series Payload
Specs
Hardware
IMPLEMENTATION
PLAN (CONTINUED)
This system is the most cutting-edge DFR
solution available, offering drone response
capabilities that are unparalleled in the public
safety world. The dock only requires a 5-minute
downtime, as compared to traditional touchcharging systems which require 60-90 minutes of downtime for a full charge. The dock, outfitted
with an HVAC, is able to withstand a wide range of
temperatures. Utilizing a robotic arm, the dock
can hotswap batteries in minutes ensuring a fast
turnaround time and potimal battery health.
Docking Station
8 Launch Proposal
IMPLEMENTATION
PLAN (CONTINUED)
The Aerodome software platform is an all-in-one operating system that revolutionizes drone deployment and management for emergency response. Through our next-generation software, the drone pilot can remotely control the drone from any location, while the drone itself is housed at an Aerodome station, strategically positioned for rapid response across the city. Our software facilitates an automated drone deployment and provides full flight control and comprehensive flight logging to ensure safe and seamless operations during emergency missions. 9 Software
Results Oriented Flight Logging and
Analytics
The Aerodome platform automatically logs
critical flight data after each mission, providing
comprehensive records for post-mission
analysis and compliance reporting. Additionally,
it offers actionable analytics through
comprehensive reports, allowing departments
to review response times, call types flown, and
the impact of drone assistance, facilitating
data-driven decision-making and process
optimization.
Rapid Deployment and Flight Controls
The Aerodome software enables centralized
drone control, selecting the most suitable drone
for each emergency scenario. Integration with the
department's Computer-Aided Dispatch (CAD)
system streamlines response time and enhances
emergency coordination. Upon receiving an
emergency call, the pilot effortlessly initiates the
drone's launch, providing real-time situational
awareness before first responders arrive. With an
intuitive keyboard and mouse interface, the pilot
gains full control of the drone on-site, ensuring
precise maneuvering to accomplish mission
objectives with ease.
Launch Proposal
10 IMPLEMENTATION
PLAN (CONTINUED)
Advanced Air Traffic Awareness
Each Aerodome station will use the latest in
detect-and-avoid technology, which serves to
provide remote pilots with information on all
aircraft in the area, with an emphasis on
manned aircraft such as helicopters and small
airplanes up to 4 miles in any direction. This
yields tremendous advantages for the
program, namely, that it eliminates the need
for the PIC to be on the rooftop and for visual
observers to be actively monitoring the
airspace.
Flying Lion RPIC Program
Launch Proposal
11 IMPLEMENTATION
PLAN (CONTINUED)
Aerodome's Air Traffic Awareness Module (ATA) integrates a 3D radar capable of a 4-mile detection radius in any direction into its software. This allows RPICs to deconflict with any aircraft in the vicinity and ensures safe BVLOS flights. Until the FAA approves the department's use of the ATA module, Aerodome will provide staffed RPICs at the selected locations to swap batteries and scan airspace. Once the FAA approves the use of the ATA module at the selected locations, the RPICs will be removed from the rooftop and replaced by the Atlas 350 battery swapping station.
This transition leads to a fully remote BVLOS DFR operation. All these provisions are included under the same annual contract, as per the terms provided below.
Launch Proposal
IMPLEMENTATION
PLAN (CONTINUED)
Our team provides a comprehensive setup process that covers essential services, from acquiring FAA waivers to crafting robust SOPs and policies. Our integrations with your existing systems ensure smooth data sharing, while our training equips your personnel with the necessary skills for efficient DFR operations. We can provide goal-oriented program analytics to offer valuable insights in the early stages of deployments and beyond to ensure a well-rounded and effective program. 12 Services
SOP and Policy Consulting
Our Co-Founder and CEO's experience in starting the second-ever DFR program in the country for the Redondo Beach Police Department underscores our expertise. We prioritize proper SOP and Policy creation, working closely with your department to ensure compliance and protect citizen privacy. Emphasizing guidelines such as drone use only for call responses and horizon-pointed gimbals during travel.
Aviation Regulatory Work and Safety Plan
Aerodome provides expert assistance in analyzing the airspace and providing a plan to mitigate the risks of flying BVLOS, enabling remote drone operations from real-time crime centers. Our dedicated team handles all paperwork and submissions on your behalf, ensuring a smooth process. With a track record of eighteen successful FAA BVLOS waivers, we are confident in our ability to mitigate risk.
Integrations with Exisitng Technology
Aerodome collaborates closely with the department to assess optimal workflows, and essential integrations. Examples include VMS systems, CADs, and chain of evidence compliance.
Training
Aerodome provides comprehensive DFR training, covering remote drone operation, safe flight procedures, data management best practices, and effective deployment strategies for different emergency scenarios.
Community Engagement
Aerodome works with the department to engage the community effectively. We help inform the community about the new DFR program, its goals, benefits, and policies. Our approach prioritizes transparency and aims to inspire trust and cooperation for a successful program launch.
The following is a suggested deployment location for the initial Aerodome station. The location has been selected based on airspace analysis and feedback from the department on call volume and ease of access to the hardware.
13 PROGRAM LAYOUT
Location: 514 N Prospect Ave, Redondo Beach, CA
Item and Description Discount Units Unit Price Total
Aerodome DFR Station
(Quadcopter)
DJI M350, H20T, H20N, 16 TB65
Batteries, Hextronics Atlas 350
Battery Swapping DFR Docking
Station, DFR Software, DeTect
3D Radar, Aerodome Regulatory
Services, SOP Development,
Training, Other Aerodome
Services
21.91% 1
$133,401
$94,499
$94,499
PROGRAM PRICING
Annual Price Based On A 5-Month Contract
Our all-in-one contract includes hardware leasing, cutting-edge software, comprehensive training, and ongoing support, ensuring your department has everything needed for efficient emergency response operations. As the industry evolves, our yearly model lets you access next-generation equipment with predictable annual costs. 14 As a courtesy, our standard 3-year pricing discount and our special Redondo Beach PD discount have been extended to a 5 month contract
The invoice will be issued 30 days after the deployment date This contract also includes RPIC services for 30 hours a week, supported by Flying Lion LLC
Once a “Beyond Visual Line of Sight (BVLOS) without Visual Observers (VOs)” waiver is obtained by the FAA, Flying Lion pilots will be removed. Additionally, a docking station will be installed under the same contract at the previously stated annual price for the remainder of the contract term.
Notes:
WLTR005
THE HARTFORD
BUSINESS SERVICE CENTER
3600 WISEMAN BLVD
SAN ANTONIO TX 78251 December 13, 2023
City of Redondo Beach, its elected and
appointed officials, officers,
employees and volunteers
401 DIAMOND ST
REDONDO BEACH CA 90277
Account Information:
Policy Holder Details : Aerodome, Inc
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CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
12/13/2023
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PRODUCER
HARPENAU INSURANCE INC
33750983
PO BOX 7
TROY IN 47588
CONTACT NAME:
PHONE
(A/C, No, Ext):
(812) 547-7901 FAX
(A/C, No):
E-MAIL ADDRESS:
INSURER(S) AFFORDING COVERAGE NAIC#
INSURER A : Hartford Underwriters Insurance Company 30104
INSURED
AERODOME, INC
56 CROSBY ST APT 2A
NEW YORK NY 10012-4434
INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
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THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE ADDL
INSR
SUBR
WVD
POLICY NUMBER POLICY EFF
(MM/DD/YYYY)
POLICY EXP
(MM/DD/Y YYY)
LIMITS
A
COMMERCIAL GENERAL LIABILITY
X 33 SBA BC2BWC 12/13/2023 12/13/2024
EACH OCCURRENCE $2,000,000
CLAIMS-MADE X OCCUR DAMAGE TO RENTED
PREMISES (Ea occurrence)
$1,000,000
X General Liability MED EXP (Any one person) $10,000
PERSONAL & ADV INJURY $2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 X POLICY PROJECT
LOC PRODUCTS - COMP/OP AGG $4,000,000
OTHER:
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ALL OWNED
AUTOS
SCHEDULED
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HIRED
AUTOS
NON-OWNED
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PROPERTY DAMAGE
(Per accident)
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMSMADE
EACH OCCURRENCE
AGGREGATE
DED RETENTION $
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY
PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
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If yes, describe under
DESCRIPTION OF OPERATIONS below
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appointed officials, officers,
employees and volunteers
401 DIAMOND ST
REDONDO BEACH CA 90277
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