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HomeMy WebLinkAbout2006-182 , RESOLUTION NO. 2006-182 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING A 90- DAY TRIAL CONTRACT BETWEEN THE CITY OF SAN BERNARDINO AND CALIFORNIA AVIATION SERVICES FOR HELICOPTER PATROL SERVICES. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION I. That the Mayor and Common Council authorize the Purchasing Manager to issue a contract purchase order not to exceed $10 1,000 to California Aviation Services, Inc. of Riverside, California to provide helicopter air patrol services for a 90-day trial period. SECTION 2. That the Mayor and Common Council approve select source justification for the vendor California Aviation Services Inc (per Municipal Code 3.04.0 I 0 (b )(3)). SECTION 3. Approval of the Contract is subject to the City Attorney being satisfied that we have in place the necessary insurance coverage totaling $10,000,000 in aviation liability and property coverage. III III III III III III III III III III III RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING A 90-DA Y TRIAL CONTRACT BETWEEN THE CITY OF SAN BERNARDINO AND CALIFORNIA AVIATION SERVICES. I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a j t. regular meeting thereof, held on the 19th day of June , 2006, by the following vote, to wit: Council Members: AYES NAYS ABSTAIN ABSENT ESTRADA X BAXTER ---.lL.. MCGINNIS ----1L- DERRY X KELLEY X JOHNSON X MCCAMMACK ~ Ra. Q,h\ .~.lL rp fA dl, '. 1 )R~ehel G.park, <:;ity perk " b lj ),(JOV Yl (tN'i,~'~,V 1t:'/I\0'-J \~i{) j,dV The foregoing resolution is hereby ~roved this ::i day of Junb 1\ 2006. Patrie J. Morris, Ma r . f San Bernardino Approved as to Form: () (~ AMES F. PENMAN, City Attorney 2006-182 CITY OF SAN BERNARDINO HELICOPTER PATROL SERVICES CITY OF SAN BERNARDINO CONTRACTUAL SERVICES AGREEMENT THIS AGREEMENT (hereinafter the "Agreement") is made this 19th day of June, 2006, (the "Effective Date") by and between the CITY OF SAN BERNARDINO, a municipal corporation, (hereinafter the "City"), and California Aviation Services, a California corporation with its principal place of business at 6791 Airport Drive, Suite #A, Riverside, Ca. 92504 (hereinafter the "Contractor"). The City and the Contractor are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties." RECITALS A. The Contractor desires to perform and assume responsibility and obligation for the provision of certain professional services, as hereinafter described, on the terms and conditions set forth herein. Contractor represents that it is experienced in providing law enforcement helicopter patrol services to public clients, is licensed in the State of California and in accordance with Federal Aviation law, and is familiar with the scope of work of City. B. The City desires to engage Contractor to render such services, as hereinafter described, for the Law Enforcement Helicopter Patrol Services on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the City and the Contractor agree as follows: OPERATIVE PROVISIONS SECTION I ENGAGEMENT AND SERVICES OF THE CONTRACTOR I. Engagement of Contractor. The City hereby engages the Contractor, and the Contractor promises and agrees to furnish to the City, subject to the terms and conditions set forth in this Agreement, all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional services necessary for the performance of this Agreement. The services are more particularly described in the Scope of Services set forth in Exhibit "A" (the "Services") attached hereto and incorporated herein by reference. The Contractor agrees to perform the Services in accordance with the terms and conditions of this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations in effect at the time the Services are provided. 2 2. Performance of the Contractor; Standard of Care. The Contractor accepts the relationship established between the City and the Contractor by the terms of this Agreement. The Contractor covenants with the City to perform all Services under this Agreement in a skillful and competent manner, consistent with or in excess of the standards of skill, quality and care adhered to by recognized professionals in the same discipline in the State of California while performing services of a like or similar nature under like or similar circumstances. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services, and that it shall consider all recent proven and tested methods known and successfully employed by recognized professionals in the same discipline in the State of California. Contractor shall also cooperate with the City and any other contractors engaged by or on behalf of the City in performance of these Services. The Contractor shall perform its duties and obligations under this Agreement in an efficient, expeditious and economical manner, consistent with the best interests of the City. SECTION II RESPONSIBILITIES OF THE CONTRACTOR I. The Contractor Responsibilities for Costs and Expenses. Except as otherwise expressly stated herein, the Contractor shall be responsible for all costs and expenses incurred relative to the personnel of the Contractors and subcontractors of the Contractor in connection with thc pcrformancc of the Services, including, without limitation, payment of salaries, fringe benefit contributions, payroll taxes, withholding taxes and other taxes or levies, office overhead expense, travel expenses, telephone and other telecommunication expenses, and document reproduction expenses. 2. Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor shall determine the means, methods and details of performing the Services subject to the requirements of this Agreement. The Contractor represents that it possesses the professional and technical personnel required to perform the Services. The City retains Contractor on an independent basis and not as an employee of the City. Contractor retains the right to perform similar or different services for others during the term ofthis Agreement which do not conflict with Contractor's obligation to perform services for City under this Agreement. The personnel performing the Services on bchalf of the Contractor shall at all times be under the Contractor's exclusive direction and control. The Contractor shall pay all expenses, including, without limitation, all wages, salaries, fringe benefit contributions, payroll taxes, withholding taxes, other taxes or levies and all other amounts due such personnel for the Services or due others as a result of the performance by such pcrsonnel of the Services. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to, all reports for social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3 3. Cooperation/City's Helicopter Patrol Services Administrator. The City shall designate a person of command staff rank as the Helicopter Patrol Services Administrator who shall be responsible for the day to day administration of this Agreement. Both Parties shall work closely and cooperate fully with the City's designated Helicopter Patrol Services Administrator, and any other agencies which may have jurisdiction or interest in the Services at the request of City. Contractor shall be available to City's Helicopter Patrol Services Administrator and other staff and contractors working on the Services at all reasonable times. This Agreement will be administered for the City by its Helicopter Patrol Services Administrator. The Helicopter Patrol Services Administrator, or his/her designee, shall be the principal officer of the City for liaison with the Contractor, and shall review and give approval to the details of the Services as they are performed. 4. Contractor's Services Manager. The Contractor shall designate and assign a Services manager ("Services Manager"), who shall coordinate all phases of the Services and act as the Contractor's representative for performance ofthis Agreement. The Services Manager shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement, and shall be available to the City at all reasonable times. The Services Manager shall supervise and direct the Services, using his or her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures employed by Contractor's personnel, as well as the satisfactory coordination of all portions of the Services under this Agreement. The Contractor designates Leo Bell to be its Services Manager. 5. Kev Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel of at least equal competence. As discussed below, any personnel who fail or refuse to perform the Services in a manner reasonably acceptable to the City, or who are reasonably determined by the City to be uncooperati ve, incompetent, a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property, shall be promptly removed by the Contractor at the request of the City. 6. Personnel; Licenses. The Contractor represents and warrants that it and all personnel engaged in performing Services are and shall be fully qualified, authorized and permitted under state and local law to perform such Services. The Contractor shall be responsible to City for any errors or omissions in the execution of the Services under this Agreement. The Contractor represents and warrants that it and all personnel and subcontractors engaged in performing the Services have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the Services under this Agreement. The Contractor further represents and warrants that it, its employees and subcontractors shall keep in effect all such licenses, permits, qualifications and other approvals during the term of this Agreement. Any personnel performing Services under this Agreement who are reasonably determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services, or a threat to the safety of persons or property, or any pcrsonncl who fail or refuse to perform the Services in a manner reasonably acceptable to the City, shall be promptly removed by the Contractor and shall not be re-employed to perform 4 any of the Services, under this contract. 7. Time of Performance. The Services to be performed by Contractor under and pursuant to this Agreement shall be mutually agreed upon and completed as directed by the City's Helicopter Patrol Services Administrator. 8. Preliminary Report. At the end of 30 days a status report will be prepared by the Helicopter Patrol Services Administrator outlining the program to date. 9. Consistencv with Citv Policies. The Contractor shall discuss and review with the Helicopter Patrol Services Administrator in advance of all critical decision points all matters relating to the Services in order to ensure that the Services proceed in a manner consistent with the goals and policies of the City. 10. Conformance to Applicable Legal Requirements. All aspects of the provision of the Services by Contractor shall conform to all applicable city, county, state, and federal laws, rules and regulations in effect at the time the services are provided. All Services shall be subject to reasonable approval ofthe Helicopter Patrol Services Administrator. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Services, including all CallOSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with its Services, which it controls. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the indemnitication provisions of this Agreement, from any claim or liability arising out of any failure or failure to comply with such laws, rules or regulations. II. Insurance. Contractor shall obtain, provide and maintain during the term of this Agreement, at its own expense, a policy or policies of liability insurance of the type and amounts described below. Contractor shall also require all of its subcontractors to obtain, provide and maintain insurance which meets the same requirements contained herein. A. Prior to the commencement of the Services, the Contractor shall provide evidence satisfactory to the City that it has secured the following types and amounts of lllsurance: (I) Workers' compensation insurance covering all employees and principals of the Contractor, in a minimum amount in compliance with the laws of the State of California; (2) Commercial general liability insurance covering third party liability risks, including without limitation, contractual liability, in a minimum amount of $1,000,000 per occurrence for bodily injury, personal injury, and property 5 ,---- damage. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate shall apply separately to these Services, or the general aggregate limit shall be at least twice the occurrence limit; (3) Commercial helicopter liability and property insurance covering "any helicopter" with a minimum limit of $1 0,000,000 combined single limit p accident for bodily injury and property damage. B. The commercial general liability and helicopter policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies: (I) the City, its officials, officers, employees and agents shall be included as named insureds with respect to the Services or operations performed by or on behalf of the Contractor and covering any and all liability claims arising as a result of said Services or operations, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City or its officials, officers, employees or agents shall be in excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. C. INTENTIONALLY OMITTED D. All policies shall contain the following. provisions, or Contractor shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies: (I) coverage shall not be suspended, voided, canceled, modified or reduced except after thirty (30) days prior notice has been given in writing to the City; provided, however, in the case of non-payment of premium, ten (10) days notice will be provided; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its officials, officers, employees and agents. City shall have the right to pay the premium in the event of default by Contractor. Such amounts shall be reimbursed to City, including interest, costs and attorneys fees incurred by City. E. Any insurance required by this Section II, subsection II shall not contain any special limitations on the scope of protection afforded to the City, its officials, officers, employees and agents. F. All Insurance is to be placed with insurers with a current A.M. Best's rating no less than A-,VII, licensed to do business in California, and satisfactory to the City. G. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The Replacement Page 6 6 certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. H. The Contractor shall give to the City prompt and timely notice of any claim made or suit instituted arising out of the Contractor's operation hereunder. The Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its ownjudgment may be necessary for its proper protection and performance of the Services. I. The Contractor shall include subcontracting contractors, if any, as additional insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for each subcontractor shall be subj ect to the requirements stated herein. 12. Prohibition Against Transfers. A. N either the City nor the Contractor shall assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly by operation of law without the prior written consent of the other Party. Any attempt to do so without the prior written consent of the other Party shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer. B. The sale, assignment, transfer, or other disposition of any of the issued and outstanding capital stock of the Contractor, which shall result in changing the control of the Contractor, shall be deemed an assignment of this Agreement. For purposes of this paragraph, "control" means the ownership of fifty percent (50%) or more of the voting power of the corporation. 13. Progress. Each Party shall keep the other Party informed on a regular basis regarding the status and progress of the Services, activities performed and planned, scheduled or desired relative to the Services or this Agreement. 14. Confidentialitv. No news releases, including photographs, public announcements or confirmations of the same, of any part ofthe subject matter of this Agreement or any phase of the Services shall be made without prior approval by the City. The information which results from the Services in this Agreement is to be kept confidential, unless the release of information is authorized by the City. All Report Materials, either created by or provided to Contractor in connection with the performance of this Agreement, shall be held confidential by Contractor. Such materials shall not, without the prior written consent of City, be used by Contractor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the 7 Services. Nothing furnished to Contractor which is otherwise known to Contractor or is otherwise generally known, or has become known, to the related industry, shall be deemed confidential. Contractor shall not use City's name or insignia, photographs of the Services, or any publicity pertaining to the Services in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of the City. The foregoing shall not prohibit the Contractor from referring to the fact that Contractor provides services to the City in Contractor's advertising. 15. INTENTIONALLY OMITTED 16. Safetv. Contractor shall execute and maintain its Services so as to reasonably avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. SECTION III RESPONSIBILITIES OF THE CITY 1. Cooperation. The City shall cooperate with the Contractor relative to the provisions of the Services. To the extent permitted by applicable law, the City shall provide criteria and information in its possession, or reasonably obtainable by it, as requested by Contractor, and shall make that information and related data available for Contractor's use during the performance of this Agreement. The City shall render decisions required by this Agreement within the time indicated, or if not specifically stated, with reasonable promptness so as not to unduly delay the progress of Contractor's Services. SECTION IV COMPENSA nON 1. Compensation. In consideration of the performance by Contractor of the Services, the City shall pay to the Contractor compensation at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. Total compensation under this Agreement shall not exceed $101,000.00 without written approval of the City's Mayor and Common Council (the "Compensation"). 2. Extra Service. The Contractor shall not receive additional compensation for any extra service unless such extra service has been authorized orally or in writing by the Helicopter Patrol Services Administrator or his designee prior to the commencement of the extra service. The City shall pay the Contractor for extra service in accordance with the fee schedule set forth in Exhibit "B". As used herein, "Extra Service" means any work which is determined by City to be necessary for the proper completion ofthe Services, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. 8 3. Payment of Compensation. The Contractor shall submit invoices to the City on a monthly basis, or on such other basis as may be mutually agreed upon by the Parties. Each invoice shall show the number of hours worked and the nature of the service performed. The City shall make payments to the Contractor no more than twenty-one (21) days following the date of receipt of the invoice, unless the City disputes the amount of the Compensation the Contractor claims it is owed under this Agreement. Under such circumstance, all undisputed amounts shall be paid. 4. Reimbursements. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. Such reimbursable expenses, if approved, shall include only those expenses which are reasonably and necessarily incurred by Contractor in the performance of the Services. Reimbursable expenses will be paid only at the actual cost to the Contractor, with no mark-up for overhead or profit. SECTION V EXPIRATION AND TERMINATION I. Events of Default. Each of the following events shall constitute an "Event of Default": A. The Contractor shall fail to observe, perform or comply with any material term, covenant, agreement or condition of this Agreement which is to be observed, performed or complied with by the Contractor, if such failure continues uncured for three (3) calendar days after the City gives the Contractor notice of the failure and the specific nature of such failure. B. If either Party shall commit any fraud, misrepresentation, breach of fiduciary duty, willful misconduct, or intentional breach of any provision of this Agreement. C. The Contractor fails to comply with the requirements of Section VI, subsection 2.B. 2. Termination Upon Event of Default. In addition to any other available legal or equitable rights or remedies, upon an Event of Default by the Contractor, the City shall have the right to immediately terminate this Agreement upon written notice to the Contractor. 3. Term and Extension. The term of the contract shall be for a period of90 days commencing on the date indicated on page I of this Agreement (the "Initial Term"). The Parties may mutually agree to extend this contract annually for an additional term of one to five years. The Parties must give each other written notice of intent to extend this contract for an additional term at least 30 days prior to the conclusion of the Initial Term. 9 SECTION VI GENERAL PROVISIONS I. Nondiscrimination by the Contractor. The Contractor represents and agrees that the Contractor, its affiliates, subsidiaries, or holding companies do not and will not unlawfully discriminate against any subcontractor, consultant, employee, or applicant for employment because of race, religion, color, sex, disability, national origin, age or any other protected classification under federal or state law. Such nondiscrimination shall include, but not be limited to, the following: employment, promotion, demotion, transfers, recruitment, recruitment advertising, layoff, termination, rates of payor other forms of compensation, and selection for training, including apprenticeship. 2. Conflicts of Interest: Prohibited Interests. A. The Contractor or its employees may be subject to the provisions of the California Political Reform Act of1974 (the "Act"), which (I) requires such persons to disclose financial interests that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interests. B. If subject to the Act, the Contractor shall conform to all requirements of the Act. Failure to do so constitutes an "Event of Default" of this Agreement, and is grounds for termination of this Agreement by the City. C. Contractor maintains and warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other considera- tion contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3. Subcontracting. The Contractor shall not subcontract any portion ofthe Services except as expressly stated herein, without prior written consent of the City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 4. Waiver. No waiver of any default shall constitute a waiver of any other breach or default, whether of the same or any other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by other parties shall give the other any contractual right by custom, estoppel, or otherwise. 10 5. Notices. All notices required hereunder shall be given in writing to the following addresses or such other addresses as the Parties may designate by written notice: To the City: City of San Bernardino Attention: Helicopter Patrol Services Administrator 710 North "D" Street San Bernardino, CA 9240 I To the Contractor: California Aviation Services, Inc. 6791 Airport Drive, Suite A Riverside, CA. 92504 Attention: Leo Bell The effective date of any notice or written communications sent by one Party to the other shall be the date received if by personal service, or 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark. 6. Authority to Enter Agreement. The Contractor has all requisite power and authority to conduct its business and to execute, deliver and perform all of its obligations under this Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to enter into this Agreement so as to bind each respective Party to perform the conditions contemplated herein. 7. Severability. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect. 8. Time is of the Essence. Time is of the essence in this Agreement, and all Parties agree to execute all documents and to proceed with due diligence to complete all covenants and conditions set forth herein. 9. Attorneys' Fees and Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default, or misrepre- sentation in connection with any provisions of this Agreement, the successful or prevailing Party shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled. The costs, salary and expenses of the City Attorney and members of his office in enforcing this contract on behalf of the City shall be considered as "attorney's fees" for the purposes of this paragraph. 10. Governing Law and Venue. This Agreement shall be construed in accordance with, and governed by, the laws of the State of California. Any lawsuit brought to enforce this Agreement shall be brought in the appropriate court in San Bernardino County, State of California. 11 II. Days. Any term in this Agreement referencing days, or period for performance shall be deemed to be calendar days and not work days. 12. Entire Agreement. This Agreement contains the entire agreement of the City and the Contractor, and supersedes any prior or written statements or agreements between the City and the Contractor. No supplement, modification, or amendment ofthis Agreement shall be binding unless executed in writing by both Parties. 13. Binding on Assigns. Each and all of the covenants and conditions of this Agreement shall be binding on, and shall inure to, the benefit of the successors and assigns of the respective Parties. 14. Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original and which collectively shall constitute one instrument. 15. Captions. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment or describe the scope, content or intent of this Agreement. 16. Construction. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language in all parts of this Agreement shall be construed simply, according to its fair meaning and not strictly for or against any Party. 17. Cooperation/Further Acts. The Parties shall fully cooperate with one another in attaining the purposes of this Agreement. In connection therewith, the Parties shall take any additional further acts and steps and sign any additional documents as may be necessary, appropriate and convenient to attain the purposes of this Agreement. 18. INTENTIONALLY OMITTED. 19. Non-Exclusive Agreement. Contractor acknowledges that City may enter into agreements with other contractors for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement. 20. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 21. Incorporation of Recitals and Exhibits. A. Thc "Recitals" constitute a material part hereof, and are hereby incorporated into the Agreement by reference as though fully set forth herein. B. The "Exhibits" constitute a material part hereof, and are hereby incorporated into the 12 Agreement by reference as though fully set forth herein. 22. References. All references to the Contractor shall include all personnel, employees' agents and subcontractors of the Contractor. 23. Supersession. The terms of this contract shall supercede any and all provisions of the Exhibits "A" and "Boo attached to this agreement which are inconsistent with the terms of this agreement. CITY OF SAN BERNARDINO, A Municipal Corporation, CONTRACTOR e' . ~ ~ DC J. orris, M~ Leo California Aviation Services, Inc. 6791 Airport Drive, Suite #A Riverside, CA 92504 ATTEST: T<cu~ltL~)I. CP rl\R.J Rachel G. Clark City Clerk .' bg .0crYlot\fJrVudWUL;j ~tpltti; APPROVED AS TO LEGAL FORM: (j ~ 13 EXHIBIT "A" SCOPE OF SERVICES Contractor to Provide: Helicopter patrol services within the corporate limits of City or as such limits may be modified by annexation or exclusion during the term of the contract. This service may be extended per the direction of the Helicopter Patrol Services Administrator or the on-duty watch commander to outlying regions surrounding the City in extraordinary situations such as pursuits and mutual aid requests. A patrol helicopter equipped to perform the law enforcement patrol mission from the air. Helicopter shall be minimally equipped with a police radio and a searchlight (SX 5 or SX 16). Optional equipment may include a FUR with monitor and recorder, mapping systems, siren and a public address system. The primary helicopter shall have at least (3) seats and be able to cruise at a minimum of 110 knots with a crew of two persons aboard with two-hour fuel endurance. A substitute helicopter shall be equipped in the same manner as the primary helicopter unless the Helicopter Patrol Services Administrator agrees otherwise. A patrol helicopter that is FAA certified as airworthy under the standard category. All fixed annual costs and direct operating costs to include: hull and liability insurance, reserves for engine! major parts! airframe overhauls, fuel, oil, periodic lOa-hour inspections, annual inspections, unscheduled maintenance, scheduled maintenance, hangar and utilities. A FAA commercially rated, law enforcement pilot (either currently an officer, former officer, reserve officer, technical reserve officer, retired officer or equivalent experience) on duty at all times during a patrol shift to fly the helicopter. The equivalent experience shall be subject to the final approval of the Helicopter Patrol Services Administrator or the Chief's designee prior to acting as pilot in command. The pilot shall have a current Class 2 medical certificate and be experienced in the helicopter being flown. All flight safety equipment for the contract pilot, to include a sage green nomex flight suit with a leather nameplate, nomex gloves, black leather boots, flashlight, aeronautical charts, logbooks, knee board, flight helmet with microphone and any other gear deemed necessary for safe, FAA legal flight operations. The term "flight hours" as used in this contract shall mean actual flight time, and shall specifically include all time necessary for lift off, departure procedures and travel between helicopter's base and the CITY. A-l EXHIBIT "A" (Continued) Helicopter and all crew and equipment necessary to accommodate a 4/1 O-work schedule (4 days per week, 10 hours per shift and 4.5 flight hours per shift) from Wednesday through Saturday from 1530 hours until 0130 hours or other days andlor hours as mutually agreed by City and Contractor. Shifts and flight hours may be altered by the Police Department due to workload shift, special events or weather consideration. Flight hours either over or under the minimum flight hours per shift may be adjusted in the following days and/or week to provide for an average of 18 flight hours per week. In the event that the Helicopter Patrol Services Administrator determines there is a need for additional patrols or other services, that person shall contact the Contractor to request such services. If the weather, maintenance or other conditions force less flight hours in any week, the flight hours may be made up at other times at the discretion of the San Bernardino Police Department. The flight hours may be made up through additional patrol hours, special flights, and participation in community relation events and static displays as an example. Flight hours not used by the end of any given month shall be lost. Contractor shall plan to conduct periodic 1 OO-hour inspections on non-patrol days (Sunday through Wednesday morning), so as to not impact patrol services to the City. This is especially significant if contractor utilizes one helicopter to fulfill the terms of this contract. The City realizes unplanned maintenance for equipment malfunctions that render the helicopter unairworthy may occur and impact services to the City for short periods of time. Contractor shall make every effort to minimize the impact of unforeseen maintenance. Contractor shall plan routine maintenance so services are not impacted. Placement of design logo to include the wording "Police" on the helicopter. Police Department to Provide: A sworn Police Officer observer to fly in the helicopter. (Contractor may provide Police observer upon mutual agreement of both Parties for the short term, or long term contract) A police radio (control head and transmitter unit, 12 volt) designed for patrol cars if needed, for mounting in each aircraft necessary for the fulfillment of the contract. A mobile data terminal or equivalent data device being used by City law enforcement patrol services. Any additional equipment specifically required for the operations pursuant to this agreement considered reasonably obligatory to the City. Examples include observer flight suits, flight equipment, flashlights, base station radios, handheld radios, binoculars, map books, etc. III III A-2 EXHIBIT "B" COMPENSATION SUMMARY SHEET LAW ENFORCEMENT HELICOPTER PATROL SERVICES I. Basic Level of Service 40 shift hours per week - work shift 4/10 (4 days per week, 10 hour shift per day), minimum of 4.5 flight hours per 10 hour work shift. Flight hours either over or under the minimum flight hours per shift may be adjusted in the following days and/or week to provide for an average of 18 flight hours per week. Total Cost $97,500 2. Additional Costs Billed Monthlv Additional flight hours above the basic weekly flight hour schedule of 18 flight hours per week and not adiusted in the following days and/or week will be billed at a rate of: $435.00 per hour. Additional shift work hours above the basic weekly shift hour schedule of 40 shift hours per week. Additional shift hours will be billed at a rate of: $55.00 per hour. Ex: Shift schedule ends at 02:00 Overtime request for the flight crew is to stay on duty until 05 :00 for a surveillance mission. Flight hours flown during overtime period = 1.0 hour. Billed as follows: 1 hr x $435; 2 hrs x $55. 3. Maximum Compensation The total compensation under this Agreement shall not exceed $101,000.00 without written approval of the City's Mayor and common Council. The Parties agree that adjustments to the basic level of service may be necessary to accommodate the maximum compensation stated herein. /// /// /// B-1