Pilot Project Agreement between Airspace Link and the City of Chandler

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UNCREWED AIRCRAFT SYSTEMS (UAS) PACKAGE DELIVERY PILOT PROJECT 
AGREEMENT 
THIS AGREEMENT (“Agreement”) is entered into as of _____________, 2023 (the “Effective Date”) by 
and between the City of Chandler, an Arizona municipal corporation (the “City”), and Airspace Link, Inc., 
a foreign corporation (“Airspace Link”).  The City and Airspace Link may each be referred to individually 
as a “Party” and may be referred to together as the “Parties.” 
RECITALS 
A. Airspace Link is an aviation services and consulting firm that supports the development and
implementation of uncrewed aircraft systems (UAS, a/k/a “drones”) services.  Airspace Link was awarded
a Task Order agreement with the Maricopa Association of Governments (MAG) to deliver a UAS pilot
project in the greater Phoenix area (the “UAS Project”).  The purpose of the UAS Project is to support
the development of MAG’s regional transportation plan and provide information for future infrastructure
investments in the region.  The goals of the UAS Project include: (i) identifying relevant technologies that
support the smart region initiatives, (ii) facilitating limited-scale field pilots through project funding and
technical support, (iii) demonstrating the efficacy of drones for the movement of goods across the greater
Phoenix area, and (iv) collecting data to inform MAG’s long-range infrastructure plans.  To that end, the
UAS Project will investigate drone delivery flights between a pharmaceutical distributor and an assisted
living facility; specifically, the efficacy of transporting urgent medical supplies and complementing existing
courier routes with more efficient modes of transportation.
B. As part of the UAS Project, Airspace Link wishes to have UAS operated within the City’s limits and
has requested that the City enter into a Consent Agreement with MAG in which the City will consent to
the terms and conditions of the Task Order and agree to perform the communication obligations and
responsibilities specified for the City in the Task Order.
C. The City is willing to enter into a Consent Agreement with MAG and to cooperate with Airspace Link
and its partners to operate UAS or cause to have UAS operated within the City limits as part of the UAS
Project for the purposes and within the parameters set forth in the Task Order.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained in this 
Agreement, the City and Airspace Link agree as follows: 
AGREEMENT 
1. City Responsibilities. The City agrees to execute a Consent Agreement with MAG in substantially
the form attached hereto, whereby it will consent to the Task Order between MAG and Airspace Link in
substantially the form of Exhibit A to the Consent Agreement, and agree to perform the obligations and
responsibilities as specified in the Task Order, including, but not limited to, participating in a public
outreach plan to inform residents and businesses in the area of the contemplated UAS operation.
Notwithstanding the foregoing, the City shall in no way be responsible or liable for any general or
operational risk assessment of the UAS Project.  The City also disclaims all representations and/or
warranties with respect to the information and assistance the City’s personnel may provide in connection
with the UAS Project.
2. Term. The term of this Agreement will commence as of the date indicated above and expire upon the
expiration of the Task Order unless extended by mutual written agreement of the Parties (the “Term”).
However, either Party may terminate this Agreement for any reason with five (5) days prior written notice
to the other Party.  The City may terminate this Agreement immediately upon notice to Airspace Link
(which may be given orally) in the event of Airspace Link’s breach of this Agreement.

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3. Airspace Link Covenants. During the Term, Airspace Link hereby covenants and agrees to ensure
the following requirements related to the UAS Project are met: (a) all UAS flights will be performed in
accordance with all applicable provisions of 14 CFR Part 107, FAA guidelines, and state and local
regulations and policies; (b) UAS operator (the “Operator”) shall provide evidence that minimum FAA
pilot certification requirements have been met; (c) the pharmaceutical distributor provides evidence of all
licenses and permits required to transport medical supplies as part of the UAS Project; (d) UAS shall
weigh less than 55 pounds and must be FAA-registered; (e) UAS shall maintain a horizontal clearance
of at least 15 feet from all buildings, people, vehicles, and other obstacles, when in flight, and an altitude
at all times which is below 400 feet; (f) UAS cameras shall be for flight control only (i.e., to navigate and
avoid obstacles) and shall not be used to collect or record personally identifiable information (i.e.,
information that identifies a particular person); (g) UAS shall not be used to intrude upon areas that would
be considered private by a reasonable person, such as less than 250 feet above residential homes and
yards or the inside of any building, unless the area can be seen from a public vantage point or the written
consent of the individual or owner is obtained in advance; (h) Operator certifies that UAS has been
properly maintained per manufacturer’s guidelines; (i) Operator shall ensure that UAS has a fully charged
battery prior to flight; and (j) UAS will not be operated during unsafe weather conditions.  Airspace Link
will provide, or cause the Operator to provide, UAS registration number(s), dates and hours of operation,
and pilot contact information to the Chandler Police Department prior to operation.  Furthermore, Airspace
Link will provide the City with copies of any reports issued to MAG concerning the UAS Project, including
the final ESRI Story Map Report.
4. Hold Harmless and Indemnification. Airspace Link, for itself and its members, and on behalf of its
affiliates and assigns, shall defend, indemnify and hold harmless the City and its officers, officials,
directors, agents, employees and/or assigns (collectively, the “Indemnitees”), from any and all claims,
demands, actions and causes of action against the Indemnitees, whether groundless or not, in connection
with any and all injuries, losses, damages or liability of any kind whatsoever arising, directly or indirectly,
out of the UAS Project and/or the Operator’s operation of the UAS pursuant to this Agreement or any of
the results therefrom. This indemnification obligation shall include, without limiting the generality of the
foregoing, reasonable attorney fees and other costs or expenses incurred in connection with the defense
of any and all such claims, demands, actions, or causes of action and shall survive the expiration or
earlier termination of this Agreement.
5. Insurance Requirements. Airspace Link will provide certificates of insurance for Airspace Link and
the Operator evidencing insurance that meets the following requirements: (a) for Airspace Link, General
Liability insurance with a minimum of $1,000,000 in coverage per occurrence and $2,000,000 in coverage
in the aggregate, and $5,000,000 in Excess/Umbrella coverage per occurrence and in the aggregate;
(b) for the Operator, Occurrence-based UAS Liability insurance with a minimum of $1,000,000 in
coverage per occurrence;  (c) such policies shall name the City of Chandler as an additional insured;
(d) such policies shall include coverage for personal injury; (e) such policies shall be primary, non-
contributory (by the City), and contain waiver of subrogation language; and (f) each insured will provide
the City with a minimum of 30 days’ notice prior to cancellation of such policies during the life of this
Agreement.  These insurance requirements are minimum requirements for this Agreement and in no way
limit the indemnity covenants contained in this Agreement.  Further, the City in no way warrants that the
minimum limits stated herein are sufficient to protect Airspace Link or the Operator from liabilities that
might arise.  Notices under this paragraph shall be sent directly to Chandler Law-Risk Management
Department, Post Office Box 4008, Mailstop 628, Chandler, Arizona 85244-4008.
6. No Partnership. This Agreement does not and shall not be construed to create a partnership, joint
venture, or any other relationship between the Parties.  Neither Party shall have the authority to make
any statements, representations, or commitments of any kind on the other Party’s behalf, or to take any
action as agent for, or to bind, the other Party in any way.  Further, neither Party may use the other’s
insignias, logos, symbols, designs, or other official images or trade names of the other Party without the
approval of an authorized representative of the Party whose mark is being used.
7. Governing Law. This Agreement shall be governed by the laws of the state of Arizona as to
interpretation, construction, and performance.

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8. Entire Agreement. This Agreement constitutes the entire agreement between the Parties, there being
no other terms, oral or written, except as herein expressed. This Agreement supersedes all other
agreements between the Parties, either oral or in writing.
9. Counterparts. This Agreement may be executed in counterparts and each counterpart constitutes an
original document.
10. Amendments. This Agreement may be amended, changed, or modified only by written amendment
executed by the Parties.
11. Recitals. The Recitals to this Agreement are incorporated into and shall constitute a part of this
Agreement.
12. City’s Right of Cancellation. The Parties acknowledge that this Agreement is subject to cancellation
by the City under the provisions of Section 38-511 of the Arizona Revised Statutes (A.R.S.).
13. No Third-Party Beneficiaries. Nothing under this Agreement will be construed to give any rights or
benefits in the Agreement to anyone other than Airspace Link and the City, and all duties and
responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of
Airspace Link and the City and not for the benefit of any other party.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the Effective Date. 
City of Chandler 
Airspace Link 
By: _________________________________ 
By: _________________________________ 
Its: _________________________________ 
Its: _________________________________ 
APPROVED AS TO FORM:  
By: ________________________________ 
City Attorney 
ATTEST:  
By: ________________________________ 
City Clerk 
COO / CFO