IFB-C002460 Q&A.pdf

New York State Police Date of Response: 07/20/26

Questions from Potential Bidders DroneSense Software Licenses

Inquiry Solicitation Document

Name Document Section (Number & Name)

Question Answer

1 General 3.3 Price Is the intent to pay yearly if the bid is awarded, or for the purposes of of an early payment discount would the Issuing Office pay the full 5 year contract amount upfront within the specified timeframe for the discount?

Payments will be made annually and will be based on the actual quantities of licenses ordered per year.

Attachment 1 - Bid Cost

Proposal

4.3 Specifications /

Attachment 1 (Bid Cost

Proposal)

The SKU 'DSSSO' is listed for two separate line items - 'Screen Share Only' and 'DroneSense Support' - in both Section 4.3 Specifications and

Attachment 1 (Bid Cost Proposal). Please confirm the correct, distinct SKU for the DroneSense Support line item so that pricing is mapped accurately on the cost proposal.

The correct SKU for DroneSense Support is 'DSS'. Please see the attached Addendum 1 correcting this as well as Attachment 1 - Bid

Cost Proposal_Revised.

3 IFB-C002460 Main Document 3.4 Product Quantity

Please confirm whether the 'Estimated Annual Quantity' listed for each license type represents the total active/concurrent licenses in effect during that contract year (i.e., annual subscription renewals), rather than net-new licenses added in addition to prior-year quantities. This clarification determines how unit pricing should be structured on Attachment 1.

The Estimated Annual Quantity for each license type represents the total estimated number of licenses needed per year. It should be noted that no specific quantities guaranteed and these quantities may change (either up or down) throughout the contract term. Actual payment to the vendor will be based on the price per unit for the actual number of licenses ordered.

4 IFB-C002460 Main Document 3.3 Price

Attachment 1 provides for separate unit pricing in each of the five contract years. Please confirm that annual unit prices are firm and fixed for the full five-year term upon award, and that no separate escalation or price-adjustment mechanism (e.g., CPI) applies.

Annual unit prices provided in Attachment 1- Bid Cost Proposal will be firm and fixed for the duration of the contract term. No separate escalation or price- adjustment will apply.

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4.2 Technology Requirements

(Items 2 and 3)

Section 4.2(3) states the product may not use any form of artificial intelligence (AI) now or in the future without written consent, while Section 4.2(2) references NYSP reviewing 'how the use of AI will be integrated.' Please clarify the intended scope and definition of 'artificial intelligence' for this requirement - specifically, whether it applies to standard commercial machine-learning features embedded in the manufacturer's software (e.g., mapping, image processing, object detection), or only to AI functionality configurable by NYSP. Additionally, please confirm whether written consent for existing, standard product features may be obtained at the time of award.

Section 4.2(2) enables NYSP to perform a comprehensive security assessment of the proposed software solution. The reference to artificial intelligence (AI) in this section is intended to allow NYSP to evaluate any AI capabilities that are integrated into the proposed solution, particularly since many AI features rely on external services or third-party components. The scope and definition of AI for this requirement are intentionally broad to account for the various forms and applications of AI that may be incorporated into a software solution. Any AI functionality included in the proposed solution must be reviewed and approved by NYSP prior to the solution's integration and implementation.

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4.2 Technology Requirements

(Item 4)

Section 4.2(4) requires that 'the system environment and processing shall be isolated from any other customer instances.' Please clarify whether this requires a physically dedicated (single-tenant) environment, or whether logical tenant isolation within a multi-tenant cloud (SaaS) architecture satisfies this requirement.

Single-tenant environment is the highly preferred configuration as this system will be handling sensitive data about NYSP drones and their activity. NYSP will consider a multi-tenant architecture, however, the vendor will need to demonstrate and validate that the NYSP drone data is truly safe and protected from every other vendor client.

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4.2 Technology Requirements

(Item 7)

Section 4.2(7) requires that all vendor employees and/or contractors be U.S. citizens residing in the U.S. Please confirm the intended scope of this requirement - whether it applies to all personnel of the manufacturer/contractor, or only to those personnel with access to NYSP data and systems.

This requirement applies to all vendor personnel who have, or have the potential to have, unescorted direct access to NYSP data and systems based on their assigned roles or privileges. This includes personnel whose responsibilities may not routinely require access to NYSP data or systems but whose privileged accounts or administrative permissions provide the capability to access them. For example, a vendor's IT administrators may not typically access NYSP data or systems as part of their day-to-day responsibilities. However, because their privileged administrative accounts provide the ability to access those resources, they are subject to this requirement.

Appendix B - General

Specifications 60-66 Software License

Provisions / Bid Deviations

The software license provisions in Appendix B (Sections 60-66) are framed around a perpetual license model. The product offered under this IFB is licensed on a subscription/term (SaaS) basis. Consistent with the Bid Deviations guidance, please confirm how NYSP wishes bidders to submit their standard subscription/SaaS license terms for consideration during the questions period.

Should bidders have additional terms and conditions, they should be included with the bidders proposal. If awarded, additional terms and conditions will be subject to review and approval by the NYSP, the Office of the Attorney General, and the Office of the State Comptroller.

10 Appendix B 60 Software License Grant

Appendix B Section 60 provides a default perpetual, non-exclusive license grant. Section 60(a) contemplates that Licensee and Contractor may agree to alternative licensing rights (e.g., subscription, term) prior to Bid or Contract award. Please confirm that the resulting Contract will incorporate a subscription-based license model consistent with DroneSense's standard SaaS Platform Terms & Conditions, in lieu of the default perpetual license grant.

Should bidders have additional terms and conditions, they should be included with the bidders proposal. If awarded, additional terms and conditions will be subject to review and approval by the NYSP, the Office of the Attorney General, and the Office of the State Comptroller.

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4.2 Technology Requirements, Item 1 (Data Ownership)

Section 4.2 Item 1 states "NYSP will become the sole owner of all information obtained or collected resulting from this contract." Please confirm this is intended to reach NYSP-uploaded operational data (i.e., NYSP's Customer Data) only, and that it does not affect (i) DroneSense's ownership of its Platform, software, Reports Templates, and Documentation, or (ii) DroneSense's right to use aggregated/anonymized data (that does not identify NYSP or any User) for Platform improvement and analytics.

This requirement is refering only to uploaded data collected and stored, and does not afect DroneSense's ownership of its Platform, software, Reports Templates, and Documentation.

12 Appendix B 58 Limitation of Liability

Appendix B Section 58 caps Contractor's liability at the greater of two (2) times the charges in the applicable Purchase Order or five hundred thousand dollars ($500,000). Please confirm: (a) whether "the Purchase Order forming the basis of the claim" refers to a single-year PO or the aggregate of all POs issued under the Contract; and (b) whether the aggregate cap under the Contract is $500,000 per claim or cumulative for all claims arising under the Contract.

(a) It could be an aggregate; it’s determined by the Products forming the basis of the claim and whether that places one or more POs at issue. (b) $500,000 per claim.

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Document 5.16.A Cancellation for Cause

IFB Section 5.16.A permits NYSP to terminate the agreement "immediately for cause," while Appendix B Section 43.a provides for termination for cause after material breach that remains uncured for 30 calendar days.

Under the Order of Precedence in Section 5.4, Appendix A controls, then Contract Agreement, then Appendix B, then the IFB. Please confirm that the 30-day cure period for material, curable breaches (per Appendix B

§43.a) governs.

The Contract Agreement will also have a clause, typically #3, allowing the NYSP to terminate the agreement "immediately for cause". As the

Contract Agreement is higher in the Order of Precedence than Appendix B, the ability to terminate immediately for cause governs.

14 Appendix B 56 Indemnification

Appendix B Section 56 requires Contractor to fully defend and indemnify the Authorized Users "without limitation." Please confirm whether the indemnity obligations in Section 56 are subject to the Limitation of Liability cap in Section 58, or whether they sit outside the cap. Standard commercial practice is for indemnity obligations to sit within the LoL cap except for specific carve-outs (e.g., IP infringement).

Indemnity obligations sit outside the cap.

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5.4 Order of Precedence

DroneSense's SaaS Products are governed by DroneSense's standard Platform Terms & Conditions (dronesense.com/terms-and-conditions), which include SaaS-specific terms. Please confirm whether NYSP will permit the resulting Contract Agreement to expressly incorporate

DroneSense's Platform T&Cs and, if so, where those T&Cs would sit in the Order of Precedence.

Yes, should bidders have additional terms and conditions, they should be included with the bidders proposal. If awarded, additional terms and conditions will be subject to review and approval by the NYSP, the Office of the Attorney General, the Office of the State Comptroller, and incorporated in the resulting contract agreement.

16 Appendix A 2 Non-Assignment Clause

Appendix A Section 2 (and IFB Section 5.13) prohibit assignment without the State's prior written consent. Standard commercial practice permits assignment in connection with a merger, reorganization, consolidation, change of control, or similar transaction, subject to notice. Would NYSP consider an exception to the assignment restriction for change of control transactions?

The State must consent prior to the assignment to allow for verification that the "new" vendor meets the State's Vendor

Responsibility and Responsiveness requirements.

17 Appendix A 9 Set-Off Rights

Appendix A Section 9 grants the State broad rights of set-off against amounts owed to Contractor. Would NYSP consider making set-off rights mutual — i.e., permitting Contractor to set off undisputed amounts owed by NYSP against Contractor's obligations under the Contract?

Appendix A cannot not be modified, however, the vendor may propose contract language regarding set- off for consideration.

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3.3 Price / Attachment 1 Bid

Cost Proposal

Attachment 1 (Bid Cost Proposal) requires firm unit pricing for each of the five contract years. Please confirm whether NYSP will permit any price adjustment mechanism for Years 2 through 5, or whether unit prices are firm fixed for the entire five-year term.

Unit prices will be fixed and firm for the entire five-year term. No additional price adjustments will be considered througout the contract period.

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5.9 Contractor Insurance

Requirements

Section 5.9 requires Commercial General Liability with ISO endorsement CG 20 10 11 85 (or the combination of CG 20 10 04 13 for ongoing operations and CG 20 37 04 13 for completed operations). For a purely electronic SaaS software license contract involving no on-site or premises operations at NYSP, would NYSP accept an alternative endorsement package (e.g., Additional Insured for NYSP on the CGL together with

Technology Errors & Omissions / Cyber Liability coverage) in lieu of the specific ISO endorsements? If not, please confirm that a Blanket Additional

Insured Endorsement providing equivalent coverage is acceptable.

The minimum commercial general liability insurance is no less than $2,000,000 per occurrence, please refer to Section 5.9 Contractor Insurance Requirements in its entirety."

20 Appendix B 61 Product Acceptance

Appendix B Section 61 gives the Authorized User 60 days from delivery to accept non-hardware Products. For subscription-based SaaS Products accessed via login credentials, please confirm that "delivery" is deemed to occur, and acceptance is deemed to have occurred, upon provisioning of

Authorized User credentials and NYSP's initial access to the Product, subject to a shorter (e.g., 15 business-day) notice period for material non-conformity.

Delivery is deemed to occur, and acceptance is deemed to have occurred, upon Authorized User credentials and NYSP's access to the

Product having been received, in accordance with issued Purchase Order.

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4.3 Warranty

Section 4.3 states "All product warranties shall survive the termination of any resulting Contract." For subscription based SaaS Products, standard commercial practice is for warranties to apply during the Subscription

Term only (since access to the Product ends at the end of the subscription).

Please confirm the intent of this provision as applied to subscription based Products, or confirm that Product warranties for SaaS Products apply only during the applicable Subscription Term.

Product warranties for SaaS products apply only during the applicable subscription term.

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2.1 Instructions for Bid

Submission — Firm Offer

Section 2.1 provides that after the 120-day firm-offer period, "A bid shall continue to remain an effective offer, firm and irrevocable ... until either tentative award of the contract(s) by issuing Office is made or withdrawal of the bid in writing by Bidder." Would NYSP consider a mutual-extension mechanism (e.g., extension of the firm-offer period only upon written agreement of both parties), so that the bid does not remain open indefinitely?

As per Section 2.1 Firm Offer, Bids must remain an effective offer, firm and irrevocable, for at least 120 calendar days from the due date, unless the time for awarding the contract is extended by mutual consent of NYSP and the Bidder.