HomeMy WebLinkAboutContract 51028 City Secretary Contract No.
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FORTWORTHO
05
PROFESSIONAL SERVICES AGREEMENT
(Information Technology)
This PROFESSIONAL SERVICES AGREEMENT("Agreement")is made and entered into by and
between the CITY OF FORT WORTH (the"City"or"Client"),a home-rule municipal corporation situated
in portions of Tarrant,Denton,Johnson and Wise Counties,Texas,acting by and through its duly authorized
Assistant City Manager, and DRONESENSE, INC. (`Consultant"), a Delaware corporation, and acting by
and through Christopher Eyhorn, its duly authorized CEO. City and Consultant are each individually
referred to herein as a"party' and collectively referred to as the"parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This for Professional Services Agreement;
2. Exhibit A—Statement of Work Plus Any Amendments To The Statement Of Work,
3. Exhibit B—Payment Schedule;
4. Exhibit C—INTENTIONALLY DELETED;
5. Exhibit D—INTENTIONALLY DELETED, and
6. Exhibit E—Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In
the event of any conflict between the documents, the terms and conditions of this Professional Services
Agreement shall control.
The term "Consultant' or"Contractor" shall include the Consultant or Contractor, and its officers, agents,
employees, representatives. servants, contractors or subcontractors.
The term"City'shall include its officers, employees, agents, and representatives.
I. Scope of Services. Consultant hereby agrees,with good faith and due diligence,to provide
the City with professional consulting services for an Unmanned Aerial Management Software System.
Specifically, Consultant will perform all duties outlined and described in the Statement of Work, which is
attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as
the "Services." Consultant shall perform the Services in accordance with standards in the industry for the
same or similar services. In addition,Consultant shall perform the Services in accordance with all applicable
federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and
Exhibit A.the terms and conditions of this Agreement shall control.
2. Term. This Agreement shall commence upon final execution of this Agreement("Effective
Date")and shall expire 12 months following Effective Date("Expiration Date"), unless terminated earlier
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in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement
may be renewed for two (2)one-year renewals at the City's option, each a"Renewal Term."The City shall
provide Consultant with written notice of its intent to renew at least thirty(30)days prior to the end of each
term.
3. Compensation. The City shall pay Consultant an amount not to exceed $56,620.00 per 12
months of Services provided, so long as the number and types of licenses per offering stays constant with
the number and types of licenses per offering requested in Year 1 of the term of this Agreement, in
accordance with the provisions of this Agreement and Exhibit "B," Payment Schedule, which is attached
hereto and incorporated herein for all purposes. Consultant shall not perform any additional services for the
City not specified by this Agreement unless the City requests and approves in writing the additional costs
for such services. The City shall not be liable for any additional expenses of Consultant not specified by
this Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of
Consultant within thirty (30) days of receipt of such invoice. Consultant may charge interest on late
payments not to exceed one percent(1
4. Termination.
4.1. Convenience. Either the City or Consultant may terminate this Agreement at any
time and for any reason by providing the other party with 30 days written notice of termination.
4.2. Breach. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten(10)calendar days after receipt of
notice from the non-breaching party,or other time frame as agreed to by the parties. If the breaching
party fails to cure the breach within the stated period of time, the non-breaching party may, in its
sole discretion, and without prejudice to any other right under this Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
4.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder, the City will notify Consultant of
such occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, Consultant shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of termination.
If this Agreement is terminated by Consultant under Section 4.1 hereof or by the City under Section
4.2 hereof, then Consultant shall refund to the City the pro rata portion of the compensation paid
by the City to Consultant under Section 3 hereof for the period remaining in the applicable 12
month license period. If this Agreement is terminated by the City under Section 4.1 hereof or by
Consultant under Section 4.2 hereof,then Consultant shall not be required to refund to the City any
portion of the compensation paid by the City to Consultant under Section 3 hereof. In the event
Consultant has received access to City information or data as a requirement to perform services
hereunder, Consultant shall return all City provided data to the City in the same format as used by
the City to provide the data to Consultant.
5. Disclosure of Conflicts and Confidential Information.
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5.1. Disclosure of Conflicts.Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to
Consultant's services under this Agreement. In the event that any conflicts of interest arise after the
Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to
the City in writing.
5.2. Confidential Information. The City acknowledges that Consultant may use
products, materials, or methodologies proprietary to Consultant ("Consultant Information"). The
City agrees that Consultant's provision of services under this Agreement shall not be grounds for
the City to have or obtain any rights in such proprietary products, materials, or methodologies
unless the parties have executed a separate written agreement with respect thereto. City, for itself
and its officers, agents and employees, agrees that it shall treat all Consultant Information as
confidential and shall not disclose any such information to a third party without the prior written
approval of Consultant. Consultant, for itself and its officers, agents and employees, agrees that it
shall treat all information provided to it by the City that the City designates as being its confidential
information or that a reasonable person,under the circumstances of disclosure, would deem it to be
confidential information ("City Information"). as confidential and shall not disclose any such
information to a third party without the prior written approval of the City.
5.3. Unauthorized Access. Each party shall store and maintain the other parties'
confidential information in a secure manner and shall not allow unauthorized users to access,
modify, delete or otherwise corrupt the other party's confidential information. Each party shall
notify the other party immediately if the security or integrity of any of the other party's confidential
information has been compromised or is believed to have been compromised, in which event, the
receiving party shall, in good faith, use all commercially reasonable efforts to cooperate with the
the disclosing party in identifying what information has been accessed by unauthorized means and
shall fully cooperate with the disclosing party to protect such information from further unauthorized
disclosure.
6. Right to Audit.
Consultant agrees that the City shall, until the expiration of two (2) years after final
payment under this Agreement,have access to and the right to examine,no more than once
per calendar year, any directly pertinent books, documents, papers and records of the
Consultant involving transactions relating to this Agreement at no additional cost to the
City. The City shall bear all costs of any such audit. Consultant agrees that the City shall
have access during Consultant's normal working hours to all necessary Consultant facilities
and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this section. The City shall give Consultant not less than
30 business days written notice of any intended audits.
7. Independent Contractor. It is expressly understood and agreed that Consultant shall operate
as an independent contractor as to all rights and privileges granted herein, and not as agent, representative
or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement,
Consultant shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as
between the City, its officers, agents, servants and employees, and Consultant, its officers, agents,
employees, servants,contractors and subcontractors. Consultant further agrees that nothing herein shall be
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construed as the creation of a partnership or joint enterprise between City and Consultant. It is further
understood that the City shall in no way be considered a Co-employer or a Joint employer of Consultant or
any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any
officers, agents, servants, employees or subcontractors of Consultant shall be entitled to any employment
benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of
taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
8.1. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE
FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER,WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE
GROSSLY NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
8.2. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS
OFFICERS,AGENTS,SERVANTS AND EMPLOYEES,FROM AND AGAINST ANY AND
ALL THIRD PARTY CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS, AND
ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO
ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL
PROPERTY INFRINGEMENT, TO THE EXTENT CAUSED BY THE GROSSLY
NEGLIGENT ACTS OR OMISSIONS, MALFEASANCE OR INTENTIONAL
MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SUBCONTRACTORS,
SERVANTS OR EMPLOYEES.
8.3. INTELLECTUAL PROPERTY INFRINGEMENT.
8.3.1. The Consultant warrants that, to its knowledge, all Deliverables, or
any part thereof, furnished hereunder, including but not limited to: programs,
documentation,software,analyses,applications,methods,ways,and processes(in this
Section 8.3 each individually referred to as a "Deliverable" and collectively as the
"Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks,
service marks, trade secrets, or any intellectual property rights or other third party
proprietary rights,in the performance of services under this Agreement.
8.3.2. Consultant shall be liable and responsible for any and all claims made
against the City for infringement of any patent, copyright, trademark,service mark,
trade secret, or other intellectual property rights by the use of or supplying of any
Deliverable(s)in the course of performance or completion of,or in any way connected
with providing the services, or the City's continued use of the Deliverable(s)
hereunder in accordance with the specifications and any limitations set forth in this
Agreement.
8.3.3. Consultant agrees to indemnify, defend, settle, or pay, at its own cost
and expense, any claim or action against the City for infringement of any patent,
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copyright,trade mark,service mark,trade secret,or other intellectual property right
arising from City's use of the Deliverable(s),or any part thereof, in accordance with
this Agreement, it being understood that this agreement to indemnify, defend, settle
or pay shall not apply if the City modifies or misuses the Deliverable(s) or combines
the Deliverable with other elements not approved or authorized by Consultant, and
such combination is the cause of the claim or action. So long as Consultant bears the
cost and expense of payment for claims or actions against the City pursuant to this
section 8, Consultant shall have the right to conduct the defense of any such claim or
action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however,the City shall have the right to fully participate
in any and all such settlement, negotiations, or lawsuit as necessary to protect the
City's interest at City's own expense,and City agrees to cooperate with Consultant in
doing so. In the event the City, assumes the responsibility for payment of costs and
expenses for any claim or action brought against the City for infringement arising
under this Agreement due to Consultant's failure to fulfill its obligations under this
Section 8.3.3, the City shall have the sole right to conduct the defense of any such
claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however, Consultant shall fully participate and
cooperate with the City in defense of such claim or action. City agrees to give
Consultant timely written notice of any such claim or action,with copies of all papers
City may receive relating thereto. Notwithstanding the foregoing, the City's
assumption of payment of costs or expenses shall not eliminate Consultant's duty to
indemnify the City under this Agreement. If the Deliverable(s),or any part thereof,is
held to infringe and the use thereof is enjoined or restrained or, if as a result of a
settlement or compromise, such use is materially adversely restricted,
Consultant shall,at its own expense and as City's sole remedy,either: (a) procure for
City the right to continue to use the Deliverable(s); or(b)modify the Deliverable(s)to
make them/it non-infringing, provided that such modification does not materially
adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent non-
infringing Deliverable(s)at no additional charge to City;or(d)if none of the foregoing
alternatives is reasonably available to Consultant, terminate this Agreement, and
refund all amounts paid to Consultant by the City specifically for such Deliverables,
subsequent to which termination City may seek any and all remedies available to City
under law. CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE SECURED
BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 10 OF THIS AGREEMENT.
9. Assil?nment and Subcontracting.
9.1. Consultant shall not assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of the City; provided, however, that
Consultant may assign this Agreement in connection with a merger, acquisition or the sale of all or
substantially all of its assets without the prior consent of the City. If the City grants consent to an
assignment,the assignee shall execute a written agreement with the City and the Consultant under
which the assignee agrees to be bound by the duties and obligations of Consultant under this
Agreement. The Consultant and assignee shall be jointly liable for all obligations under this
Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor
shall execute a written agreement with the Consultant referencing this Agreement under which the
subcontractor shall agree to be bound by the duties and obligations of the Consultant under this
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Agreement as such duties and obligations may apply. The Consultant shall provide the City with a
fully executed copy of any such subcontract.
10. Insurance.
10.1. The Consultant shall carry the following insurance coverage with a company that
is licensed to do business in Texas or otherwise approved by the City:
10.1.1. Commercial General Liability:
10.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
10.1.1.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury.
10.1.1.3. Defense costs shall be outside the limits of liability.
10.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including owned, non-owned, or hired vehicles, with a
combined limit of not less than $1,000,000 per occurrence.
10.1.3. Professional Liability (Errors & Omissions) in the amount of$1,000,000
per claim and $1,000,000 aggregate limit.
10.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
10.1.5. Technology Liability (Errors &Omissions)
10.1.5.1. Combined limit of not less than $2,000,000 per
occurrence; $4million aggregate or
10.1.5.2. Combined limit of not less than $1,000,000 per
occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of
$4,000,000. Umbrella policy shall contain a follow-form provision and shall
include coverage for personal and advertising injury. The umbrella policy shall
cover amounts for any claims not covered by the primary Technology Liability
policy. Defense costs shall be outside the limits of liability.
10.1.5.3. Coverage shall include, but not be limited to, the
following:
10.1.5.3.1. Failure to prevent unauthorized access;
10.1.5.3.2. Unauthorized disclosure of information;
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10.1.5.3.3. Implantation of malicious code or computer
virus;
10.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
10.1.5.3.5. Intellectual Property Infringement coverage,
specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Consultant under this
Agreement;
10.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Consultant and may not exceed
$50,000 without the written approval of the City. Coverage shall be
claims-made, with a retroactive or prior acts date that is on or before the
effective date of this Agreement. Coverage shall be maintained for the
duration of the contractual agreement and for two (2) years following
completion of services provided. An annual certificate of insurance, or a
full copy of the policy if requested, shall be submitted to the Citv to
evidence coverage; and
10.1.5.3.7. Any other insurance as reasonably requested by
City.
10.2. General Insurance Requirements:
10.2.1. All applicable policies shall name the City as an additional insured
thereon, as its interests may appear. The term City shall include its employees, officers,
officials, agents, and volunteers in respect to the contracted services.
10.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
10.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City by Consultant. Ten(10)days' notice shall
be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk
Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies
to the City Attorney at the same address.
10.2.4. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII in the
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current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
10.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
10.2.6. Certificates of Insurance evidencing that the Consultant has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
IL Compliance with Laws, Ordinances, Rules and Regulations. Consultant agrees to comply
with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies
Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately
desist from and correct the violation.
12. Non-Discrimination Covenant._Consultant,for itself, its personal representatives, assigns,
subcontractors and successors in interest,as part of the consideration herein, agrees that in the performance
of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment
of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged
violation of this non-discrimination covenant by Consultant, its personal representatives, assigns,
subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and
defend the City and hold the City harmless from such claim.
13. Notices._Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3)received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
TO THE CITY: TO CONSULTANT:
City of Fort Worth DroneSense, Inc.
Attn:Assistant City Manager Attn: Christopher Eyhorn
200 Texas Street 2600 Via Fortuna Dr Suite 340
Fort Worth TX 76102 Austin, TX 78746 USA
Facsimile: (817) 392-6134
With Copy to the City Attorney
at same address
14. Solicitation of Employees. Neither the City nor Consultant shall, during the term of this
Agreement and additionally for a period of one year after its termination,solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement,without the prior written consent of the person's employer.This provision
shall not apply to an employee who responds to a general solicitation or advertisement of employment by
either party or to an employee who initiates the contact with the hiring party.
15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
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the City does not waive or surrender any of its governmental powers.
16. No Waiver. The failure of the City or Consultant to insist upon the performance of any
term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of
the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right
on any future occasion.
17. Governing Law and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of
this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. if any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
19. Force Majeure. The City and Consultant shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control (force
majeure), including, but not limited to,compliance with any government law, ordinance or regulation, acts
of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority,transportation problems and/or any other similar causes.
20. Headin s Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference,contains the entire understanding and agreement between the
City and Consultant,their assigns and successors in interest, as to the matters contained herein. Any prior
or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
24. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall,for all purposes,be deemed an original, but all such counterparts shall together constitute
one and the same instrument.An executed Agreement,modification,amendment,or separate signature page
shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail. and reflects
the signing of the document by any party. Duplicates are valid and binding even if an original paper
document bearing each party's original signature is not delivered.
25. Warrantv of Services. Consultant warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty(30)days from the date that the services are completed. In such event,at Consultant's
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option, Consultant shall either (a) use commercially reasonable efforts to re-perform the services in a
manner that conforms with the warranty, or (b) refund the fees paid by the City to Consultant for the
nonconforming services.
26. Milestone Acceptance. Consultant shall verify the quality of each deliverable before
submitting it to the City for review and approval. The City will review all deliverables to determine their
acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached
hereto as Exhibit"C." If the City rejects the submission, it will notify the Consultant in writing within two
(2) business days of its receipt of the deliverables listing the specific reasons for rejection. The Consultant
shall have ten(10)business days to address any deficiencies and submit a detailed plan,including timeline,
for correction to the City for approval. If the City does not respond within two (2) business days of its
receipt of the deliverables,the deliverables shall be deemed approved. Payment to the Consultant shall not
be authorized unless the City accepts the deliverable in writing in the form attached, or the deliverables are
deemed approved per this Section 26 hereof.The City's acceptance will not be unreasonably withheld.
27. Network Access.
27.1. City Network Access. If Consultant, and/or any of its employees, officers, agents,
servants or subcontractors(for purposes of this section"Consultant Personnel"),requires access to
the City's computer network in order to provide the services herein. Consultant shall execute and
comply with the Network Access Agreement which is attached hereto as Exhibit "D" and
incorporated herein for all purposes.
27.2. Federal Law Enforcement Database Access. If Consultant, or any Consultant
Personnel, requires access to any federal law enforcement database or any federal criminal history
record information system, including but not limited to Fingerprint Identification Records System
("FIRS"),Interstate Identification Index System("III System"),National Crime Information Center
("NCIC") e+National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications
Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations
Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal
justice as defined therein on behalf of the City or the Fort Worth Police Department, under this
Agreement, Consultant shall comply with the Criminal Justice Information Services Security
Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of
Investigation Criminal Justice Information Services Security Addendum. No changes.
modifications,alterations,or amendments shall be made to the Security Addendum.The document
must be executed as is, and as approved by the Texas Department of Public Safety and the United
States Attorney General.
28. Immigration Nationality Act. The City of Fort Worth actively supports the Immigration&
Nationality Act (INA) which includes provisions addressing employment eligibility, employment
verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all
employees who perform work under this Agreement.Consultant shall complete the Employment Eligibility
Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity
documentation for all employees,and upon request,provide City with copies of all 1-9 forms and supporting
eligibility documentation for each employee who performs work under this Agreement. Consultant shall
establish appropriate procedures and controls so that no services will be performed by any employee who
is not legally eligible to perform such services. Consultant shall provide City with a certification letter that
it has complied with the verification requirements required by this Agreement. Consultant shall indemnify
City from any penalties or liabilities due to violations of this provision. City shall have the right to
immediately terminate this Agreement for violations of this provision by Consultant.
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29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either City or Consultant has a claim,dispute,or other matter in question for breach of duty,obligations,services
rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter
through this dispute resolution process. The disputing party shall notify the other party in writing as soon as
practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and
list the party's specific reasons for such dispute. Within ten(10)business days of receipt of the notice, both
parties shall commence the resolution process and make a good faith effort,either through email, mail,phone
conference,in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter
in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter
to non-binding mediation in Tarrant County,Texas,upon written consent of authorized representatives of both
parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party
shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in
the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall
have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the
fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute
resolution process,the parties agree to continue without delay all of their respective duties and obligations
under this Agreement not affected by the dispute. Either party may, before or during the exercise of the
informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary
restraining order or preliminary injunction where such relief is necessary to protect its interests.
30. No Boycott of Israel. Consultant acknowledges that in accordance with Chapter 2270 of
the Texas Government Code,the City is prohibited from entering into a contract with a company for goods
or services unless the contract contains a written verification from the company that it: (1)does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this contract, Consultant certifies that Consultant's signature provides written
verification to the City that Consultant: (1) does not boycott Israel; and(2) will not boycott Israel during
the term of the contract.
31. Reporting Requirements.
31.1. For purposes of this section, the words below shall have the following meaning:
31.1.1. Child shall mean a person under the age of 18 years of age.
31.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
31.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output,processing, storage,or communication facilities that are connected or related to the
device.
31.1.4. Computer technician means an individual who, in the course and scope of
employment or business, installs, repairs, or otherwise services a computer for a fee. This
shall include installation of software, hardware, and maintenance services.
DRONESENSE.M.
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31.2. Reporting Requirement. If Consultant meets the definition of Computer
Technician as defined herein, and while providing services pursuant to this Agreement, views an
image on a computer that is or appears to be child pornography,Consultant shall immediately report
the discovery of the image to the City and to a local or state law enforcement agency or the Cyber
Tip Line at the National Center for Missing and Exploited Children. The report must include the
name and address of the owner or person claiming a right to possession of the computer, if known,
and as permitted by law. Failure by Consultant to make the report required herein may result in
criminal and/or civil penalties.
32. Signature Authority. The person signing this agreement hereby warrants that he/she has
the legal authority to execute this agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement,and any amendment(s)hereto,may be executed by any authorized representative of Consultant
whose name, title and signature is affixed on the Verification of Signature Authority Form, which is
attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on
these warranties and representations in entering into this Agreement or any amendment hereto.
33. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4(Duties
and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6(Right to Audit),and
Section 8(Liability and Indemnification)shall survive termination of this Agreement.
(signature page follows)
DRONESENSE,INC.
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City Secretary Contract No.
Executed in multiples this the !r ay o ay,
V&
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
By:
(�, reporting requirements.
ame: _Susan Alanis
tle: Assistant City Manager
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Date: �� Name: —Stevt S rei ert_
Title: Assistant Director, IT Solutions
APPROVAL RECOMMENDED:
APPROVED AS TO FORM AND LEGALITY:
By:
Name:
By.
Title:
me: _John B. rong
ATTEST:
itle: _Assist City Attorney_
CONTRACT AUTHORIZATION:
M&C: _N/A
By:
Date Approved: N/A
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Title: Cit cr
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CONSULTANT:
DRONESENSE INC. ATTEST:
By: By: � .
Name: Christopher Eyhorn Name: Rana Biswas
Title: CEO Title: CFO
Date: (o/2B j 201 a
DRONESENSE.INC.
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Rev 9/2017 OFFICIAL RECORD Page 13 of 35
CITY SECRETARY
TT.W4IRTHj TX
City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
PLUS ANY AMENDMENTS TO THE STATAEMENT OF WORK
DRONESENSE,INC.
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DroneSense
DroneSense,Inc. January 25,2018
2600 Via Fortuna Dr.
Suite 340
Austin,TX 78746
w H H.dronesense.com
Tel:(512)582-0444
RF,:RFP No. 18-0073,Unmanned Aerial Management Software System
City of Fort Worth Purchasing Division
200 Texas Street,Lower Level
Fort Worth,TX 76102-6314
To whom it may concern:
DroneSense,Inc.,based in Austin,TX,is excited to submit[he accompanying response to the City of Ft.
Worth's RFP No. 18-0073,Unmanned Aerial Management Software System. Our company has built a
relevant software platform which helps manage and control various aspects of a UAS program,including
an integrated flight control app that automatically captures organizational data. We built the platform to
target the public safety market and its sister organizations. however,the platform is robust enough to
fulfill--and exceed--the needs of many other types of groups as well,including utilities,public works,and
other groups seeking to grow and utilize their IIAS programs with maximum transparency and
accountability.
Please do not hesitate to get in touch with any questions regarding our proposal. As software can often be
an abstract concept,if the City of Ft.Worth would also like to see a live demonstration of our platform
(via webinar),DroneSense is certainly ready to accommodate. We are encouraged to see such a
city-wide,multi-agency deployment in our own backyard,and look forward to collaborating with you.
We wish you all the best standing up your UAS program.
Thank you for the opportunity to participate in this process.
Best Regards,
The DroneSense Team
DRONESENSE_INC.
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DroneSense
Table of Contents Page
1. Executive Summary...........................................................................................2
11. Scope of Services......................................................................................................4
iii. Warranty&Maintenance.................................................................................14
IV. Qualifications&References...............................................................................15
V. Project Implementation Plan..............................................................................16
VI. Financial Stability;Insurance and Bonding............................................................16
VII. Cost Analysis.................................................................................................17
Addendum: Response to Conflict of Interest Disclosure
RFP 1"073,Unmanned Aerial Sottware Management System
Submitted by:DroneSense,Inc
1
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DroneSense
IL Scope of Services
The DroneSense software platform provides organizations unparalleled capabilities to manage,operate
and successful scale an unmanned aerial system(UAS)program with maximum transparency and
accountability. The platform consists of three main components:Management,Flight Control,and
Command Center. When users operate drones with the DroneSense Flight Control application,all
information and data from those flights flow automatically into the Management system for real-time and
comprehensive recordkeeping. With Command Center,should this optional component be purchased,
orpriiTations using the DroneSense Flight Control app gain unique abilities to seamlessly collaborate
with multiple drones during a given mission,send commands in real-time to Pilots(eg.,waypoints and
custom search areas of interest),and allow for real-time collaboration on-site,without Internet
connectivity required,or anywhere in the world if broader connectivity exists. Together,the offerings in
the DroncScnsc platform can handle,and exceed,the requirements for the City of Ft.Worth UAS
program,while enabling all stakeholders to participate in a fully-cngagod manner.
Responses to Attachment D in RFP
1. The.Wiem shall have the abUlry to maintain a list of the pilots,information,qualifications,and lags
of their flights and not limited to the ability to add additional pilots.
The DiximSense Management application is the full system of record for any organization's UAS
program. On the first page is a Dashboard which summarizes your organizational details in teal-time,
such as the number of drones,Pilots,flights and incidents. Notifications of recent flights,
equipment-related events,and location-related events are also available hese,as well as any other custom
fields required by the organization.
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RFP 18-0073,Unmanned Aerial Software Management System
Submitted by:DroneSense.Inc.
a
DRONESENSE,INC.
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DroneSense
The People tab in Management displays all the members of your UAS program in individual cards.
Clicking each card then displays fimber profile information including:Name,Contact Phone,Hourly
Wage,Hire Date,Certificate/License Number,Roles,Team Name,location Name and Address,and
E-mail. Furthermore,when operating the drone with the DroneSense Flight Control app,the following
data are automatically updated and also displayed on this card upon completion of a flight:Last Flight
Date,Organization Flight Hours,and Total Flight Hours.
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Within the same card,there is an arca to enter endorsements on specific equipment in the organization,
including when it was given,the instructor who gave it,and an expiration date(all customizable). This
allows the organization to easily track Pilot proficiency on various pieces of equipment(drones,sensor
packages,etc.)and ensure everyone is current at all times. In addition,Management will automatically
send notifications to Pilots of any upcoming expirations. The same People card also has areas to upload
pertinent Documents(e.g.,copy of Pilot license,training manuals,etc.)and record any Incidents(e.g.,
damaged drone during flight).
RFP 1M73.Unmanned Aerial Software Management System
Submitted by:DroneSense,Inc.
5
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DroneSense
The Hardware tab in Management acts as a repository for all the physical assets of the UAS program,
including drones,sensor packages,batteries,tablets,and anything else required. Every asset is also
displayed as a card,with a high level of detail including real-time updates where relevant. For example,a
card with a drone contains the following information:manufacturer,model,purchase date and price,serial
number,frame type,initial flights hours,last maintenance date,location of equipment,and checkboxes
for whether it is Operational and has a Detachable Camera This is largely static data,but real-time data
is automatically retrieved and tracked here as well,including:last flight date,firmware version,total
hours flown,and total flights. There are also areas on the card where other hardware can be associated
with other equipment in the organization(e.g.,associating specific batteries and sensors with a particular
drone). Maintenance schedules,including expiration dates and any required actions,can easily be entered
here as well. Additionally,pertinent equipment Documents(e.g.,user manuals)and any Incidents
associated with the particular apparatus can be uploaded or entered here for a complete up-to-datc picture
of all organizational hard assets.
RFP 18-0073,Unmanned Aerial Software Management System
Submitted by-.DroneSeanse,Inc.
6
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Qk
DroneSense
The Flights tab in Management automatically generates a new[light card following a completed mission
Mown with the DroneSense Flight Control app. Flight information collected and shown includes:start
time,end time,night duration,Pilot,drone used,battery used,number of landings,distance traveled,
maximum distance from Pilot,maximum altitude,and location. Separate sections also identify and add
more detail around the Pilot,hardware,and any events(e.g.,lost link for FAA reporting)related to the
given flight.
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RFP 16-0073,Unmanned Aerial Software Management System
Submitted by:DroneSense,Inc.
7
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DroneSense
Additionally,clicking the View Flight button on a Flight card,brings up DroneSense's powerful full
flight replay engine. With this,a full replay of the flight,including the flight path,actual telemetry the
Pilot experienced,scrubbable timeline of the flight displaying where/when media was captured(i.e.,
images or video),and notably,the actual sensor package's field of vision are all rendered in this view.
This provides a historical record of all aspects of a flight so organizations can review and capture
important details as needed. The replay engine has very important implications for public information
requests,evidence gathering,surveillance,and even auditing and objective evaluation of individual Pilot
performance. it is the most comprehensive way to fully re-experience any flight in the organization.
Every lab described in Management is fully-searchable and many of the Gelds in the cards can be
customized per organizational requirements. Adding Pilots(or equipment)into Management is quick and
easy and will be discussed here in later sections. Other tabs and elements of the Management system are
also described in other sections of this document.
2.The system shall have the ability to fbrecast the current,and,weather conditions.
The DroneScnse Flight Control app enables users to import any custom map layers,including full weather
radar. With this,users can consume current conditions as well as forecasts for a given location.
Additionally,the Flight cards within Management also display the historical weather conditions for a
selected flight including:cloud coverage(%),temperature,wind speed,and humidity(%).
3. The system shall have the ability to maintain airspace and flight area information to include
NOTAMS,TFR status and airspace classification.
The platform allows for NOTAMs,TFR status and airspace classification to be visualized directly in the
Flight Control app. This is simply another map overlay the user can select. In addition to this,
RFP 18-0073,unmanned Aerial Software Management System
Submitted by:DroneSense,Inc.
8
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09-17,
DroneSense
Management provides the capability for an organization itself to electronically build,file(with Leidos),
and store NOTAMs,as well as instantly distribute such filings to a customized e-mail list.
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4. The ability development or contains an online pre-flight checklist
The Checklists tab in Management enables organizations to create and store both pre-flight and
maintenance checklists,in-line with their policies and procedures. Such customized pre-flight checklists
can then be inserted into the Flight Control app,requiring Pilots to check off each box prior to take-off,
and storing a record of such actions.
Management:Customize&store oig checklists Flight Control:Checklists appear pre-flight
5. The system shall provide the ability to log and view flight plan(s).
As mentioned above,the DroneSense flight replay engine(accessible in Management)provides a
comprehensive and highly-detailed flight log for each flight flown with the Flight Control app. Within
this display,users will experience the same telemetry,see the same media collected(if uploaded),and
RFP 19-0073,Unmanned Aerial Software Managemerrt System
Submitted by.DroneSense,[me.
4
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Rev.9/2017 Page 22 of 35
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DroneSense
also know exactly what the field of view was for the sensor package used by the Pilot who actually flew
that mission. This flight log captures every detail of the flight and,in doing so,provides substantial
capability to review all footage,collect further evidence perhaps missed previously,check for whether
certain persons/areas of interest were recorded,and even provide a way to review Pilot actions and
operations.
Additionally,using autonomous mode in the Flight Control app,Pilots can plan and save flights ahead of
time with precision using any map overlay.
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6. The ability to be used on a Mobile device(Le.iOS,Android,IlVindows)
The DroneSense platform fully operates in the iOS mobile environment today. A native Android app will
be available later in 2018,and this update will be provided free of charge to all subscribers.
7. The ability to maintain maintenance records for drones and batteries
The Checklists tab in Management allows organization to create and customize maintenance checklists
for any hardware. Once created,this maintenance checklist stays in this tab and can be modified as
needed. In the Hardware tab in Management,each card corresponding to a piece of equipment in the
organization has a Maintenance tab within it. Here,organizations enter a maintenance schedule,last
maintenance date,expiration date,and action required. When the maintenance dates approach,the
pertinent users will be notified and can use the organization's maintenance checklist to perform the
needed actions. DroneSense helps keep track of maintenance on any piece of hardware,including drones
and batteries. Additionally,for any new batteries in the organization,the Hardware tab will automatically
add these into Management the first time a drone is flown with them(no manual adding needed). After
flying with the Flight Control app,the actual data from each battery will automatically be transferred into
Management,including life remaining(a/o),last flight date,total flight hours,and total flights. Similarly
RFP 18-0073,Unmanned Aerial Software Management System
Submitted by:DroneSense,Inc.
10
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Rev.9/2017 Page 23 of 35
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DroneSense
for the drones themselves,each Hardware card tracks last maintenance date,total flight howl,and total
flights,in addition to the aforementioned real-time data on the drone's Maintenance tab.
8. An API to allow for data to be pulled into our system
The DroneSense platform provides a secure APT based on REST+JSON over HTT'PS. This APT allows
for deep integrations between DroneSense and third party applications. Using the APT,for example,
organizations can integrate with 3rd party reporting tools,911 dispatch systems,or governmental
transparency/citizen awareness websites,etc. Organizations can use the API to get both lists of summary
information and/or more detailed records for each flight,Pilot,and piece of hardware.
9. The system shall have the ability as an offsite hosted system
The DroneSense platform is a cloud-hosted service though can be customized as an on-premises solution
as well(not discussed or priced here). Media collected by organizations,such as images and video from a
scene,are spot automatically hosted in the cloud unless proactively done so by the organization. To
upload media to the DroneSense cloud,users simply drag and drop such files into the Media tab in
Management This design is intended to protect private,sensitive,or evidentiary media collected. The
Media Policies tab in Management allows organizations to create media policies specifying the lifespan of
any media that is uploaded to the DroneSense cloud. This media will then be automatically deleted upon
the expiration outlined in the media policy attached to those images or videos.
RFP 19-0073,Unmanned Aerial Software Management System
Submitted br:DroneSense,Inc.
11
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Management:Set media retention aWidga Management:URload selected media to cloud
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10. Allow for security such as entabliskment of perwhsion groups and admin rights
There is a menu selection in Management called Manage Permissions. Within this page,for each user in
the organization,very granular permission can easily be set. Any person(s)can be made an Admin.
allowing them to manage the visibility of each Field(tab)within Management for any user.Each user can
be allowed to View,Edit,Delete and/or Add,as appropriate--simply by checking off the proper boxes,
which causes an immediate change to the permissions of that user.
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11. Troining capabilities
DroneSense will offer upfront training on all aspects of the entire platform for any customer or partner.
As the company is based in Austin,for the City of Ft Worth,this could take the form of a one-day,
in-person session with all members of the UAS program,at no additional charge. Training would be
RFP 1 BM73,Unmanned Aerie!Software Management System
Submitted by:DroneSense,Inc.
12
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DroneSense
targeted to all user types(i.e.,Pilots and Admins). As additional features or versions are released over
time,any necessary training requested for those items will also be provided.
12. Support capabilities
DroneSense generally provides user and technical support via phone and e-mail. These are outlined more
specifically in our Terms and Conditions,but we generally are available anytime to support our customers
and partners,and particularly so during the early days and months following initial deployment.
13. Onboarding procedures
At the time of initial activation,DroneSense will work with the Primary Admin to create DroneSense
accounts for the Pilots and other Admins of the City of Ft.Worth. This simple process takes a couple of
[minutes per user,and involves specifying simple information such as the user's email address. Since
these accounts arc hosted in the cloud,this process can be done virtually,without requiring the physical
presence of the user. Prior to the training session for the Pilots and Admins,DroneSense will walk
through the activation process and answer any questions from the Primary Admin. This webinar-based
discussion is aimed at increasing the general knowledge of the Primary Admin with regards to how the
DroneSense system works--allowing that person to address common questions from City of Ft.Worth
employees. Activation of the DroneSense application on each Pilot's iableLs will be covered in detail
during the upfront training,and takes a few minutes for Pilots to perform the initial login to the
application,choose their security PIN,and set other user preferences. The tablet activation process is
required only upon the first launch of the application by a new Pilot,and following that the Pilot may
securely start the application in less than ten seconds.Activation requires no modification to either the
tablet or drone hardware,other than simply installing the app from the AppStore.
14. The system shall have the ability for upgrades including scheduling,and time-setting.
The DroneSense platform is provided via a software-as-a-service(SaaS)model. In this way,we are
delivering the software license to you during your subscription period,which also includes all updates,
fixes,and improvements at no additional charge. Many,if not all,updates will periodically be sent out
remotely by DroneSense,and users will be notified beforehand. There may be opportunities to determine
the exact timing of such updates by the user,but in general,will be pushed out by DroneSense during a
time that should be minimally-disruptive to business--but in any case,with proper prior notification.
Other Notable Items(not specifically mentioned in Attachment D)
(a)API/Public Website: The DroneSense API is designed to allow integration with external
applications,such as public-facing websites used for govcrmnental accountability and to communicate
drone sightings. The DroneSense application to date does not specifically expose a public website for
citizen access to drone data. However,for a reasonable custom development fee,DroneSense can build
such a website to expose such data,based on more detailed requirements desired by the organization.
This additional offering would require a subsequent discussion with the City of Ft.Worth.
(b)Data Security: There has been a wave of recent concerns expressed by various governmental entities
in the US(from local to Federal)around the security of data transmission and sharing when using certain
RFP 18-0073,Unmanned Aerial Software Management System
Submitted by:DroneSense,Inc.
13
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DroneSense
non-US drone hardware alongside the accompanying non-US flight controller software. Some
organizations have gone so far as to restrict usage of such drones internally. The DroneSense Flight
Control app addresses these concerns with its security architecture. No matter what drone manufacturer is
in your fleet,if you fly with the DroneSense Flight Control app,any data generated is prevented front
being sent outside the app itself unless it is to an authorized set of requesters previously approved by the
organization(i.e.,explicit"whitelisting"of external parties). This"sandboxing"of organizational data in
tite DroneSense platform adds a robust layer of security,so that all missions can he conducted without
inadvertent sharing with outside parties. Additionally,all data hosted in the DroneSense cloud is always
US-based. These are vital elements of the DroneSense platform.
Separately,in the DroneSense platform,users in the organizations can selectively upload any media
(images or videos)into the DroneSense cloud as they see fit. The platform is deliberately designed M to
automatically take data from the drone's memory card and upload it to the cloud,as some of that media
may be sensitive or confidential in nature. Thus,through the DroneSense platform,there is never a risk of
such media being consumed by anyone outside the organization.
(c)Drone-Agnostic: The entire DroneSense platform is built to be drone-agnostic. That means
organizations can purchase whatever brand or type ofdrones are required for its missions and yet only
ever have to train on one flight controller,the DroneSense Flight Control app. This reduces the training
burden on the organization,better enables policy and procedures enforceability,increases user
compliance,and should reduce liability from operations of the UAS program. Importantly,this also helps
organizations"future-proof'their hardware,by not having to re-train personnel every time a new drone or
new manufacturer comes out with the latest and greatest product.
(d)Seamless Data Flow: A number of other systems exist to simplify the collection and storage of flight
data. One of the major capabilities underlying the DroneSense platform is the ability to seamlessly share
much of the data generated amongst its components automatically. This greatly reduces errors inherent in
manual transcription and omissions from simply forgetting to later record data(or misplacing handwritten
files). Pilots can always stay focused on the mission at hand,and administrators can get a real-time,
accurate view of their UAS program's activity at any time.
(e)On-Demand Reporting: The DroneSense platform generates a significant amount of useful data
around the drones,Pilots,flight logs,and in many other areas.To best access and consume this
itforntativc data,users can rapidly create customized reports using the Management app. This makes
auditing,compliance,and responding to requests from constituents and various stakeholders a sitttple and
quick task. The UAS program can thus operate with full transparency,without adding any overhead to
the tasks of Pilots or Administrators.
111. Warranty&Maintenance
The DroneSense platform warranty and maintenance terns are outlined in the Platlorn Terms&
Conditions,but can be summarized as follows: DroneSense will provide,at no additional charge,
periodic updates and bug fixes for its software at its discretion. These changes may be initiated by
RFP 18-0073,Unmanned Aerial Sottware Management System
Submitted by:DroneSense,Inc.
14
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DroneSense on its own or be in response to a customer discovery or request. DroneSense may also make
any changes at its discretion that it deems necessary or useful,or at no additional charge,to maintain or
enhance the quality of delivery of the platform or to comply with any new or applicable laws. Scheduled
system maintenance shall take place during a normal maintenance window,as reasonably determined by
DroneSense. During such time,the platform and its interaction with other platform elements may be
unavailable. Emergency maintenance may be required at other times in the event of system failure. In
such instances,DroneSense will make reasonable efforts to inform existing users ahead of time of any
potential service disruptions and duration.
W. Qualifications&References
DroneSense has built,and continues to refine,the platform with direct input from public safety
organizations and sister organizations,like utilities. The company has forged a very tight relationship
during the development of the offering with Austin Fire Department's Robotics Emergency Deployment
(RED)Team,having flown 7 field exercises with them in the past year alone. Furthermore,DroneSense's
CEO is a manned aviation pilot and has integrated pertinent aspects from that arena directly into the
platform,ensuring the product is relevant. The technology team at DroneSense is seasoned in software
development,particularly the software-as-a-subscription(SaaS)model. The company has been in
business for almost 3 years,is funded and based locally in Austin,TX,ensuring easy ongoing support for
all users in Texas.
The Austin Fire Department RED Tram and Johnson County(TX)Office of Emergency Management are
two groups who can speak most directly about the DroneSense platform today. Particularly,the program
manager of the AFD RED Team can discuss DroneSense's capabilities and relevance in the field and how
it stacks up against other related offerings in the marketplace today. Johnson County is in the early days
of adoption,and is currently awaiting release of the next version of our software(in final development
stages now)for a fuller deployment across its user base.
RSP 18-0073,Unmanned Aerial Software Management System
Submitted by:DroneSense,Inc.
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V. Project Implementation Plan
Milestone Responsible Parties Activity
Project Start City of Ft.Worth • Provide email and contact info for Primary
Admin
Start+1 Week DroneSense • Provision City of Ft.Worth
• Create account for Primary Admin
• Management walk-through and Q&A with
Primary Admin
Start+2 Weeks DroneSense+City of • Create individual City of Ft.Worth user
Ft.Worth Primary accounts
Admin • Tablet setup and app activation for Primary
Admin's increased understanding of
application
• Cover pre-training questions from Primary
Admin(and others,as requested)
To Be Scheduled DroneSense+City of • On-site training for Pilots and Admins
(1 day duration) Ft.Worth Pilots and o Pilot Training,app installation,and
Admins activation of Flight Control
o Admin training for Management
Next Day City of Ft.Worth • Active use of DroneSense System
(Following training)
Vi. Financial Stability;Insurance and Bonding
DroneSense is a privately-held corporation based in Austro,TX,founded and in operation since April
2015. All operations and employees are in Austin. To date,the company has been financed by
management and a small group of outside investors. DroneSense is now in the final stages of securing a
multi-million dollar institutional investment from a notable strategic entity with a firmly-established
presence in public safety that has been in operations for several decades.
We currently hold a Commercial General Liability(CGL)policy with the appropriate coverage as
outlined in the RFP. For the Automobile Liability,Professional Liability(Errors&Omissions),and
Technology Liability(Errors&Omissions),we have a standing quote from our insurance broker for this
new program,bundled together under one carver. if DroneSense is selected via this RFP,the additional
policies can be bound and procured instantly with the carrier. Together,these policies will satisfy the
requirements set forth in the RFP,specifically as outlined in Section 10 of the Professional Services
Agreement(PSA). DroneSense is prepared to quickly respond to any other insurance requirements the
City of Ft Worth may deem necessary,based on the comprehensive set of product offerings by our
RFP 18-0073,Unmanned Aerial software Manapment System
Submitted by:DroneSense,Inc.
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City Secretary Contract No.
DroneSense
insurance broker combined with our financial condition. DroneSense can provide a certificate of
proposed coverage prepared by our insurance broker,as well as a copy of our current CGL policy,upon
request.
V11. Cost Analysis
The DroneSense platform offerings are each priced on a subscription-based SaaS model,per user. Thus,
additional users can be easily added whenever an cirganization's program requires. Pricing below is based
on the specifications laid out in Attachment D to the RFP:namely,40 Pilots and 6 Admins. Note:
DroneSense platform pricing is nQ1 affected by the number of drones in the organization,
As discussed,much of the key UAS data flows automatically into Management following the direct use of
the DroneSense Flight Control app. Thus,for optimal usage of the Management application,each Pilot in
the organization should also fly using the Flight Control app. This app is drone-agnostic,and thus
training only has to occur one time and can be applied across any future drone hardware platforms the
organization chooses to adopt—instead of re-training on different flight controllers for different drone
manufacturers or types. This allows the organization to obtain the best drones for specific missions and
use cases and not necessarily be beholden to one manufacturer.
The DroneSense Pilot license includes a subscription to both the Flight Control and Management apps.
For Admins(non-Pilots),the subscription includes just the Management app. The full program cost is
derived as follows:
Year 1:Program Cost for City of Ft.Worth'
User No.of Monthly Cost/User Monthly Cost/User Total Cost
Type Users (MSRP) Discount (City of Ft.Worth) for 12 Months
Pilot 40 $125 100/0 $112.50 $54,000
Admin 6 $45 50% $22.50 $1,620
One-time Setup Fee: $1,000
On-site Training: Included
Technical Support: Included
Total 12-Month Cost to City of Ft.Worth(Year 1): $56,620
Pricing does not include the Command Center offering and other optional offerings,which can be discussed and
priced separately it of interest
z To the extent there are Admins who are also Pilots,the number of Admin licenses would be reduced by that
number,as all Plot licenses include a subscription to Management
RFP 18-0073,Unmanned Aerial Software Management System
Submitted by:DroneSense,Inc.
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EXHIBT A(CONT'D)
Amendments to the Statement of Work
In reference to responses to Section II. Scope of Services in Exhibit A above:
For Answer 42: The DroneSense platform will enable users to import custom map layers, but that
will only be available in an upcoming update release in the near-term(free of charge). It will not
be part of the initial implementation with the City.
y For Answer#3: As TFR and airspace classification visualizations are enabled via map overlays,
this too will be available in an upcoming update release in the near-term(free of charge).
Additionally, if DroneSense is chosen as a partner for FAA's LAANC program, we will integrate
directly with them to provide these visualizations.
> For"Other Notable Items" section,Answer(b)"Data Security": Our solution has evolved from
this path since RFP submission. Upon first launch of the DroneSense app,there is a single call
back to DJI servers (though no location data is shared). However, we will not be offering explicit
"whitelisting"of external party websites as previously indicated.
For"Other Notable Items" section,Answer(c)"Drone-Agnostic': While the DroneSense
platform has been built to be drone-agnostic, we are currently only integrated and functional with
the DJI platform.
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EXHIBIT B
PAYMENT SCHEDULE
Vendor will invoice the City for the full annual amount of the Year 1 contract upon successful
implementation, and payment will be made by the City per the terms in Section 3 above.
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EXHIBIT C
INTENTIONALLY DELETED
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EXHIBIT D
INTENTIONALLY DELETED
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EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Consultant DroneSense, Inc.
Full Business Address 2600 Via Fortuna Dr.. Suite 340,Austin,TX 78746
Services to be Provided
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Consultant and to execute any agreement,amendment
or change order on behalf of Consultant. Such binding authority has been granted by proper order,
resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty
and representation set forth in this Form in entering into any agreement or amendment with Consultant.
Consultant will submit an updated Form within ten (I0) business days if there are any changes to the
signatory authority. The City is entitled to rely on any current executed Form until it receives a revised
Form that has been properly executed by the Consultant.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/ O
Other Title:
Date: (v Z�2 l!6
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