CURRENT FLIGHT SERVICES AGRMNT.PDF

AGREEMENT NO. C0950
HELICOPTER FLIGHT SERVICES
C.60.'O.O:L~· M·OO
This Helicopter Flight Services Agreement (Agreement), effective October 1, 2009, is
betweenthe County of Maricopa, a political subdivision of the state of Arizona (County),
through the office of the Sheriff of Maricopa County (Sheriff's Office) and Central Arizona
Water Conservation District ("CAWCD"), a multi-county water conservation district and
political subdivision of the state of Arizona organized pursuant to A.R.S. §48-3701 et
seq. for the purposes, among others, of contracting with the United States for the
delivery of Central Arizona Project (CAP) water, the repayment of CAP costs and
operation and maintenance of the CAP.
ARTICLE 1
DESCRIPTION OF SERVICES
This agreement is for the purpose of providing helicopter flight services to CAWCD for
non-emergent air support consisting of aerial surveillance, patrol and observation of
ground level activities and incidents, visual support for law enforcement officers on the
ground, and tactical coordination of law enforcement activities (Flight Services).
ARTICLE 2
TERM
This Agreement shall remain in effect until September 30,2014, unless terminated sooner
pursuant to Article 3. No later than Ninety (90) Days prior to the expiration of the initial
term of the Agreement, either party may request, in writing, an extension of the
Agreement for an additional five (5) years.
ARTICLE 3
TERMINATION
This Agreement may be terminated by either party for any reason upon thirty (30) days
written notice by the terminating party.
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ARTICLE 4
PAYMENT FOR SERVICES
4.1 For purposes of this Agreement, the value of the Flight Services to be providedto
CAWCD by the Sheriffs Office is eight hundred ninety six dollars ($896.00) per hour of
service. CAWCD anticipates approximatelyone hundred fifty (150) hours in annual Flight
Services over the entire CAP system consisting of three hundred thirty six (336) miles of
canal, siphons, tunnels, pumping plants, microwave sites, and recharge projects. In
exchange for the Flight Services,CAWCD agreesto provide a licenseto the Countyfor the
use of a helicopterfacility and tarmac on property acquired for the Central Arizona Project
(Facility). The land use license,CAWCD# 2009-032, attachedas AttachmentA, describes
the Facility as an area of 3.3 acres and includes an existing helicopter facility building,
parking and associatedtarmac area (License).
4.2 The annual use value of the Facility is one hundred thirty four thousand dollars
($134,000.00). The Sheriffs Office agrees to accept the License in exchange for one
hundred fifty (150) hours of Flight Services annually.A reconciliationof the hours used will
occur on a monthlybasisand the balancewill be carriedforwardto the following month.
4.3 The use value of the Facility includes maintenance, waste removal, janitorial and
security services.
ARTICLE 5
COMPLIANCE WITH LAWS
Each party shall comply with all applicable Federal and State statutes, regulations and
ordinances. The Sheriff's Office agrees to maintain all Federal Aviation Administration
certificationsand complywith all approved FederalAviationAdministrationand otherfederal
regulations to perform the Flight Services. Each party shall comply with all legal
requirementsrelatingto civil rightsand nondiscriminationin employment.
ARTICLE 6
INDEMNIFICATION
Each party shall indemnify, defend and hold harmless the other party, the United States,
its elected and appointed officials, its directors, officers, departments, employees and
agents from and against any and all suits, actions, legal or administrative proceedings,
claims, demands or damages of any kind or nature arising out of this Agreement which
results from any negligent or intentional act or omission of the indemnifying party, its
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agents, directors, elected or appointed officials, employees or anyone acting under its
direction, control or on its behalf, whether intentional or negligent.
ARTICLE 7
CHANGES
Flight Services shall be limited to those specifically set forth herein, unless modified in
writing and agreedto by both parties.
ARTICLE 8
NO PARTNERSHIP
This Agreement shall not be construed to create any partnership, joint venture or
employment relationship between the parties or any employee of the parties. No party
shall be responsible for any debts, obligations, accounts or liabilities of the other party
based upon this Agreement. This Agreement shall not be construed to release any
jurisdictional responsibilities of any party.
ARTICLE 9
GOVERNING LAW
This Agreementand the performanceof serviceshereundershall be in accordancewith the
laws of the state of Arizona. Any actionor proceedingarising out of this Agreementshall be
governedby the laws of the state of Arizonato the exclusionof the law of any other forum.
ARTICLE 10
CONFLICTS OF INTEREST
Both partiesto this Agreement are subjectto the conflictof interestprovisionsof AR.S.
Section38-511 et. seq.
ARTICLE 11
ENTIRE AGREEMENT
This Agreement and any incorporated attachments or exhibits represent the entire
agreement between CAWCD and MaricopaCounty and supersedes all prior negotiations,
representationsor agreements, eitherwrittenor oral.
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ARTICLE 12
NOTICES
Unless otherwise provided herein, all notices required to be given hereunder shall be in
writing and may be given in person, by facsimile transmission, or by United States mail
postage prepaid, and shall become effective at the earliest of actual receipt by the party
to whom notice is given, delivered to the designated address of the party, or if mailed,
forty-eight (48) hours after deposit in the United States mail addressed as shown below
or to such other address as such party may from time to time designate in writing.
To CAWCD: Central Arizona Water Conservation District
P.O. Box 43020
Phoenix, Arizona 85080-3020
Attn: Purchasing Supervisor
To MaricopaCounty: MaricopaCounty, Sheriff'sOffice
102 West Madison
Phoenix, Arizona 85003
Attn: Chief FinancialOfficer
ARTICLE 13
SEVERABILITY
In the event that anyone or more of the provisions of this Agreement is, for any reason,
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Agreement. Unless the
deletion of the provision or provisions would result in such a material change so as to
cause completion of the transactions contemplated herein to be unreasonable, this
Agreement shall be construed as if the invalid, illegal or unenforceable provisions had
never been contained herein.
ARTICLE 14
DISPUTE RESOLUTION IARBITRA TION
Any claim, controversy or dispute arisinq out of this Agreement shall be settled by
arbitration in accordance with the applicable rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrator may be entered in
any court having jurisdiction. The arbitration shall be conducted in Maricopa County.
There shall be no discovery other than the exchange of information, which is provided to
the arbitrator by the parties. The arbitrator shall have authority to only award
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compensatory damages; the parties hereby waive all rights to and claims for monetary
awards other than compensatory damages. Notwithstanding the foregoing, should any
litigation be commenced between the parties concerning this Agreement, the prevailing
party in any court or proceeding shall be entitled, as determined by the court, to a
reasonable sum for its attorney's fees.
ARTICLE 15
SAFETY AND HEALTH
The County shall meet the requirements of state and federal Occupational Safety and
Health Administration (OSHA) regulations for general industry and the U.S. Bureau of
Reclamation Safety and Health Standards (RSHS), and CAWCD's Safety Resource
Manual (SRM). In the event there is a conflict between the requirements contained in
any of the safety documents reference herein, the more stringent requirements shall
prevail.
The County is responsible for providing to all its employees and to CAWCD, a Material
Safety Data Sheet (MSDS) for all chemicals or hazardous materials used in providingthe
Flight Service or in maintenance of the equipment necessary to provide the service. The
information in the MSDS shall include the environmentally acceptable disposal of the
commodity used at CAWCD. The MSDS must be supplied and approved by CAWCD
prior to commencement of work. The County warrants it has an OSHA compliant safety
program addressing the service to be performed, and must be made available to
CAWCD upon request. The County will also provide CAWCD with a Job Safety Analysis
(JSA) of the work prior to commencing any work.
Whenever CAWCD becomes aware of any noncompliance with the safety requirements
or any condition, that creates a serious or imminent danger to the health or safety of the
public or CAWCD personnel, the County will be notified orally, followed by written
confirmation, and requested to take immediate corrective action.
In witness whereof, the said parties hereto have caused this Agreement to be duly
executedas of the day and year first written above.
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Approved as to form Maricopa County
\:
By:~~.A2:: By:~u0~
CtinsKeer; Deputy ==
County Attorney Its: Chairman, Maricopa County Board of
Supervisors
Attest.C?':fA~t
::t=ac~ SEP 16 200S
~heBoard
Joseph M. Arpaio
Maricopa County Sheriff
Central Arizona Water Conservation District,
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