MCSO 2025 HELICOPTER FLIGHT SERVICES AGREEMENT_FINAL.PDF
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Page 1 of 13 AGREEMENT NO. CA00163 HELICOPTER FLIGHT SERVICES AGREEMENT Maricopa County #C-50-26- This Helicopter Flight Services Agreement (Agreement) is entered into by and between Maricopa County, a political subdivision of the State of Arizona (County), acting on behalf of its Maricopa County Sheriff’s Office (MCSO), and the 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. The County and CAWCD may be referred to herein collectively as “Parties”, and individually as a “Party.” ARTICLE 1 DESCRIPTION OF SERVICES This Agreement is for the purpose of providing helicopter flight services to CAWCD for non- emergency aerial observation of the CAP canal (Flight Services) in exchange for a license from CAWCD authorizing the County’s use of the helicopter facility building, parking and associated tarmac area located on that certain 3.3 acres of property acquired for the CAP which is described and depicted on Exhibit A, attached hereto and made a part hereof (Premises). ARTICLE 2 TERM This Agreement shall commence July 1, 2025 (Commencement Date) and shall expire on June 30, 2030, unless sooner terminated or renewed as provided for herein. Each time period from July 1 to June 30 is defined in this Agreement as a “Contract Year”. 2.1 Option to Renew. Provided this Agreement is in full force and effect and County is not in default under any of the terms and conditions of this Agreement at the time of notification of its desire to renew, CAWCD hereby grants County the option to renew this Agreement for a period of five (5) years on the same terms and conditions of this Agreement unless otherwise agreed to by the Parties in writing (Option). 2.2 Exercise of Option. If County elects to exercise the Option, County shall provide CAWCD with written notice no later than the date which is at least ninety (90) days prior to the expiration of this Agreement. Page 2 of 13 ARTICLE 3 TERMINATION This Agreement may be terminated by either Party for any reason upon one hundred twenty (120) days written notice by the terminating Party. This Agreement may also be terminated by either Party at the end of any fiscal year due to non-appropriation of funds. Any unused hours will be compensated in the manner set forth in Section 4.5.4. below. The remaining flight hours required will be prorated for the remaining term of the contract. Regardless of which party gives notice, MCSO shall remain in compliance with the contract hours up to 30 days prior to the end date of the termination notice provided. ARTICLE 4 PAYMENT, PERMITTED USE, FLIGHT SCHEDULING It is the intent of the Parties that the County will provide annual Flight Services at a value that is approximately equal to the annual market rent for the Premises plus the cost of services and maintenance provided to the Premises by CAWCD. 4.1 Value of Flight Services. As of the Commencement Date, the value of the Flight Services to be provided to CAWCD by MCSO is two thousand two hundred fifty-nine dollars ($2,259.00) per hour of service. 4.2 Annual Market Rent of Premises. As of the Commencement Date, the market rent of the Premises is one hundred sixty-seven thousand six hundred and fifty dollars ($167,650) per year and the average annual cost of the maintenance, waste removal, janitorial, and site security services provided and/or paid by CAWCD on behalf of the County is forty-eight thousand two hundred fifty dollars ($48,250) per year for a total value of two hundred twenty-five thousand nine hundred dollars ($225,900) per year. 4.3 Payment. In the initial Contract Year of this Agreement, MCSO agrees to provide one hundred (100) hours of annual Flight Services to CAWCD. The Flight Services include flying over the entire CAP system containing three hundred thirty-six (336) miles of canal, siphons, tunnels, pumping plants, microwave sites, and recharge projects. 4.4 Flight Services Scheduling. Passengers on Canal Flights shall be limited to CAWCD employees, and/or agents of CAWCD, and MCSO employees. 4.4.1 Flight requests shall be scheduled as far in advance as possible; MCSO prefers that flight requests are submitted to MCSO a minimum of one (1) week in advance. 4.4.2 Flight requests shall be submitted in writing (e-mail is acceptable) to the MCSO Aviation Flight Lieutenant or designee. Page 3 of 13 4.4.3 MCSO shall provide updated contact information for the MCSO Aviation Lieutenant or designee to CAWCD as necessary if there are staffing changes. 4.4.4 MCSO will provide and assign a licensed, FAA-qualified Pilot to operate the aircraft during canal flights when CAWCD personnel are passengers. This FAA-qualified Pilot will have completed the factory school for the model of helicopter being operated. The Pilot in Command will maintain authority of the aircraft and safety for the entirety of the canal flight, and unless an in- flight exigent circumstance is experienced, including incapacitation, he will remain the Pilot in Command. MCSO will ensure that all operations are conducted in compliance with applicable Federal Aviation Regulations. 4.4.5 The Parties acknowledge that MCSO official business takes precedence over CAWCD flights and may impact requested and/or scheduled flights. MCSO will make every attempt to notify scheduled CAWCD passengers as soon as possible if a scheduled flight will be impacted by official MCSO business. 4.5 Flight Services Time-Keeping and Annual Accounting. 4.5.1 Flight Services time keeping starts from engine start and stops at engine shut off. 4.5.2 A minimum of two (2) flight hours will be reported by MCSO each time a mission is flown. If a flight exceeds two (2) hours, the total flight time will be recorded to the nearest tenth increment. 4.5.3 Hours flown by MCSO shall not exceed one hundred (100) hours in any given Maricopa County fiscal year. 4.5.4 Hours flown shall be reconciled quarterly and unused flight hours will be reported bi-annually (November 1 and May 1) to CAWCD in the following manner: The hours flown in the previous six-month period shall be subtracted from fifty (50) hours. If unused flight hours are reported, MCSO shall pay CAWCD, within thirty (30) days of the report, the amount of unused flight hours multiplied by the value of the Flight Services per hour in effect at the time of the report. For example, if a bi-annual report indicates that CAWCD has seven unused flight hours, the payment to be made to CAWCD by MCSO would be $15,813.00 (7 x $2,259.00). Notwithstanding the foregoing, the Parties agree to cooperate in good faith to ensure that unused flight hours do not exceed a value of forty-eight thousand dollars ($48,000.00) per year. 4.5.5 If MCSO equipment is grounded for more than a month during the bi-annual Page 4 of 13 reporting period, the Parties may mutually agree to make up the unused flight hours instead of paying as described in Section 4.5.4. If this option is agreed to by the Parties, the unused hours must be made up within two (2) months from the date of the report. Notwithstanding the foregoing, under no circumstances shall unused flight hours be “carried over” into a subsequent Contract Year of this Agreement. Any unused flight hours reported in the May 1 bi-annual report must be reconciled via payment to CAWCD which is calculated in the manner set forth above in this Section 4.5.4 and shall be applied by CAWCD as reimbursement of the CAWCD costs for maintenance and services of the Premises as set forth in Section 4.2. 4.5.6 Unless a Party has notified the other Party of its intent to terminate this Agreement, the Parties shall conduct a cost review each Contract Renewal Year. 4.5.6.1 MCSO shall review current flight costs and provide CAWCD with an updated value of the Flight Services by March 15 of the Contract Renewal Year. 4.5.6.2 CAWCD shall review the lease rate for the Premises against market rates for similar properties along with the CAWCD current utility, security and maintenance expenses, and provide MCSO with an updated total annual market rent for the Premises by March 15 of the Contract Renewal Year. ARTICLE 5 COMPLIANCE WITH LAWS Each Party shall comply with all applicable Federal and State statutes, regulations and ordinances. The MCSO agrees to maintain all Federal Aviation Administration certifications and comply with all approved Federal Aviation Administration and other Federal regulations to perform the Flight Services. Each Party shall comply with all legal requirements relating to civil rights and nondiscrimination in 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 agents, directors, elected or appointed officials, employees or anyone acting under its direction, control or on its behalf, whether intentional or negligent. ARTICLE 7 Page 5 of 13 CHANGES Flight Services shall be limited to those specifically set forth herein, unless modified in writing and agreed to 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 Agreement and the performance of services hereunder shall be in accordance with the laws of the State of Arizona. Any action or proceeding arising out of this Agreement shall be governed by the laws of the State of Arizona to the exclusion of the law of any other forum. ARTICLE 10 CONFLICTS OF INTEREST Both parties to this Agreement are subject to the conflict of interest provisions of A.R.S. § 38-511 et. seq. ARTICLE 11 ENTIRE AGREEMENT This Agreement and any incorporated attachments or exhibits represent the entire Agreement between CAWCD and the County and supersedes all prior negotiations, representations or agreements, either written or oral. ARTICLE 12 NOTICES Unless otherwise provided herein, all notices required to be given hereunder shall be in writing and may be given in person 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: Land and Survey Supervisor Page 6 of 13 To County: Chief Financial Officer Maricopa County Sheriff’s Office 550 W Jackson Street 5th Floor Phoenix, AZ 85003 With a copy to: Maricopa County Real Estate Department Attn: Director 2801 W. Durango Street Phoenix, Arizona 85009 ARTICLE 13 SEVERABILITY In the event that any one 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 /ARBITRATION Disputes arising from this Agreement shall be subject to arbitration as may be required by A.R.S. § 12-1518. A notice of a dispute must be provided in writing to the other Party and provide a summary of the issue that is the subject of the dispute. 14.1 The Parties shall confer within thirty (30) days of receipt of a notice of dispute to resolve the dispute and/or decide, within ten (10) days after conferring, on a mutually acceptable arbiter. If a mutually acceptable arbiter cannot be agreed upon within thirty (30) days after conferring, the Parties agree that each Party shall name one (1) arbiter and those two (2) arbiters shall select a third arbiter. Any decisions made shall be made by a majority of the panel of three arbiters. 14.2 If any Party decides to proceed to arbitration in lieu of terminating this Agreement, arbitration shall be binding. The cost of any arbitration shall be shared equally by the Parties. 14.3 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 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. Page 7 of 13 ARTICLE 15 SAFETY AND HEALTH 15.1 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. 15.2 The County is responsible for providing all its employees and to CAWCD, a Safety Data Sheet (SDS) for all chemicals or hazardous materials used in providing the Flight Services or in maintenance of the equipment necessary to provide the service. The information in the SDS shall include the environmentally acceptable disposal of the commodity used at CAWCD. The SDS 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. 15.3 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. 15.4 MCSO and CAWCD will work collaboratively to schedule MCSO training and CAWCD use of the helicopter pads. 15.4.1 CAWCD will provide an event calendar for the Water Education Center quarterly to MCSO. MCSO’s planned training dates will be provided to CACWD at least 15 days before the planned training date for CAWCD’s approval, and where conflicts arise separate non-conflicting dates will be identified by CAWCD. Flight patterns may also need to be adjusted when there are events taking place at the Water Education Center. 15.4.2 CAWCD agrees to provide its event schedule, and coordinate with MCSO when any outside helicopters or vendors, commissioned by the CAWCD, plan to utilize the helicopter pads. CAWCD will provide MCSO a minimum five (5) calendar days notice of its plan to utilize the helicopter pads. ARTICLE 16 INSURANCE County and CAWCD acknowledge and agree that the Parties to this Agreement are each self- insured. During the entire time that this Agreement is in force, each Party, at its sole cost and expense, shall carry and maintain levels of Commercial General Liability, Automobile Liability, Aircraft Liability, Worker’s Compensation insurance, Property, and Environmental/Pollution Insurance coverages that are considered standard for the Premises and permitted use. Page 8 of 13 ARTICLE 17 DEFAULT 17.1 Each of the terms in this Agreement is considered material and failure to perform any of them shall constitute a breach of this Agreement. Either Party shall have the right to terminate this Agreement if the other Party does not, within thirty (30) days of receipt of a written notice thereof, cure any terms in default. Notwithstanding the foregoing, if the nature of the breach cannot be cured within said thirty (30) day period, the noticing Party shall not have the right to terminate this Agreement if the other Party commences the cure within the thirty (30) day period and diligently pursues the cure to completion thereafter. 17.2 Neither Party shall be considered to be in default in the performance of any of the obligations hereunder, other than obligations to either Party to pay costs and expenses, if failure of performance shall be due to an uncontrollable force. The term “uncontrollable force” shall mean any cause beyond the control of the Party affected, including but not limited to failure of facilities, flood, earthquake, tornado, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, and action or non-action by or failure to obtain the necessary authorizations or approvals from any governmental agency or authority or the electorate, labor or material shortage, sabotage and restraint by court order or public authority, which by exercise of due diligence it shall be unable to overcome. Nothing contained herein shall be construed so as to require either Party to settle any strike of labor dispute in which it may be involved. Either Party rendered unable to fulfill an obligation by reason of an uncontrollable force shall exercise due diligence to remove such inability with all reasonable dispatch. If either Party claims its failure to perform was due to an uncontrollable force, that Party shall bear the burden of proof that such activity was within the meaning and intent of this section, if such claim is disputed by either Party. ARTICLE 18 GENERAL 18.1 Waiver. Waiver of any breach of any term, conditions or covenant herein contained shall not be deemed to be a waiver of any other term, condition or covenant herein, or of a subsequent breach of any term, covenant or condition herein. Any Party’s consent to, or approval of, any subsequent or similar act shall not be deemed to render unnecessary the obtaining of that Party’s consent to, or approval of, any subsequent or similar act by another Party, to be construed as the basis of an estoppel to enforce the provision or provisions of this Agreement requiring such consent. 18.2 Administrative Authority. Since this Agreement will require administrative action from time to time to carry out the intent of the Agreement, the MCSO Undersheriff and the CAWCD Land and Survey Supervisor are hereby given the authority and charged with the responsibility for proper administration of this Agreement, whether or not specific authority is granted in any provision of this Agreement. 18.3 Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto are upon the same instrument. Page 9 of 13 18.4 Not Binding Until Signed. Submission of this instrument for examination shall not bind the Parties in any manner, and no obligation on any Party shall arise until this Agreement is fully executed by the Parties and delivered to each Party. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Page 10 of 13 In witness whereof, the Parties hereto have caused this Agreement to be duly executed. APPROVED BY: MARICOPA COUNTY Chairman, Board of Supervisors Date Attest: Clerk of the Board Approved as to form Deputy County Attorney Date MARICOPA COUNTY SHERIFF Jerry Sheridan Date CENTRAL ARIZONA WATER CONSERVATION DISTRICT Approved as to form: By: By: General Counsel General Manager Central Arizona Water Central Arizona Water Conservation District Conservation District Page 11 of 13 Exhibit “A” THE PREMISES A parcel of land in the Southeast Quarter (SE ¼) of Section Eight (8), Township Four (4) North, Range Three (3) East, Gila and Salt River Baseline & Meridian, containing an area of 3 .30 acres, more or less, and being more particularly described as follows: BEGINNING AT a point that bears North 47° 52' 52" West 1,963.05 feet from the Southeast Comer of Said Section: thence North 250.00 feet; thence West 90.00 feet; thence North 205.00 feet; thence North 67° 00' 00" East 275.00 feet; thence South 45° 00' 00" East 112.32 feet; thence South 352.70 feet; thence South 26° 00' 00" West 145.00 feet thence West 179.00 feet to the POINT OF BEGINNING Said parcel of land is depicted on the next two pages which are labeled Exhibits A-1 and A-2 respectively. Page 12 of 13 Exhibit “A-1” THE PREMISES REV ESCRIPTIO DATE APPROVED NOL(: SE'.MINGS QIIISUl ON AIUZOOA STATE PLANE GR.CD COOR0 ['W;iES CEJf'm1,L 2.0NE • N TH l:?05.00' ',,/',ES'!'. S'0.00' SOOTH 3Si:.?0' N S 26"1 O'tiJ-Q' V HS.CO' 'i) t-1 47•S2'S2"\./ J.,963.05.' SCALE OF" FEET CEtHRAl. 11.RrZONA WATER doNSI/AT!ON OlSTRlCT 3.30 -:I:. ACRES A PAAT OF SECTION a. T.4-N, RJE., - G&SRM BASEl.lNE MA'IUICOPA. COUNTY, ARUON'A CENTRAL ARIZONA PROJECT 2:3636 N:Olffll 7th STRSET - PHOOliX, AlttzONII 9024 CENTRAL ARIZONA PROJECT HUCOPTER HAt.:IGA"R I.ANO US£ LICtNSE O:ESCfUPT ON NO. owe NO. CAP-C-C0 1 7 58 REV OF \ Page 13 of 13 Exhibit “A-2” THE PREMISES