G-30221 HELICOPTER FSA FINAL 6-7-20 CLEAN FOR SIGNATURE.PDF

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AGREEMENT NO.   
 
 
 
HELICOPTER FLIGHT SERVICES AGREEMENT 
Maricopa County #C-50-20-____-3-00 
G-30221 
 
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, 2020 (Commencement Date) and shall expire on June 
30, 2025, 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.

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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. 
 
 
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 one thousand five hundred seventy five 
dollars ($1,575.00) 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 twenty-five thousand dollars ($125,000.00) 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 one hundred seventy-three 
thousand two hundred fifty dollars ($173,250) per year. 
 
4.3 
Payment.  In the initial Contract Year of this Agreement, MCSO agrees to provide 
one hundred ten (110) 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. 
 
4.4.1 Passengers on flights must be CAWCD employees and/or agents of 
CAWCD. 
 
4.4.2 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. 
 
4.4.3 Flight requests shall be submitted in writing (e-mail is acceptable) to the 
MCSO Aviation Flight Lieutenant, or his/her delegate.   
 
4.4.4 MCSO shall provide updated contact information for the MCSO Aviation 
Lieutenant to CAWCD as necessary if there are staffing changes.

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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 15 minute increment. 
 
4.5.3 Hours flown by MCSO shall not exceed one hundred ten (110) 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-five (55) hours.  If unused flight hours are reported, 
MCSO shall pay CAWCD, within thirty (30) days of the report, the amount 
of the 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 $11,025.00 (7 x $1,575.00).  
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 
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 a 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.

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4.5.6 Unless a Party has notified the other Party of its intent to terminate this 
Agreement, the Parties shall conduct an annual cost review each Contract 
Year. 
 
4.5.6.1 
MCSO shall review annual flight costs and provide CAWCD with 
an updated value of the Flight Services by March 15 of each 
Contract Year. 
 
4.5.6.2 
CAWCD shall review the lease rate for the Premises against 
market rates for similar properties along with the CAWCD 
annual utility, security and maintenance expenses, and provide 
MCSO with an updated total annual market rent for the 
Premises by March 15 of each Contract Year. 
 
4.5.6.3 
Beginning in Contract Year Two, if MCSO’s costs or CAWCD’s 
total rent (rent plus expenses) increases by 10% or more from 
the prior Contract Year, the Parties shall, by April 15 of the 
Contract Year, collaborate to arrive at, and agree upon, the 
updated amounts of annual total rent and MCSO flight costs, 
and compute an updated amount of annual MCSO flight hours.  
The updated annual flight hours shall be memorialized by 
MCSO and CAWCD in a letter agreement to be signed by the 
Parties no later than May 1 of the Contract Year, and the 
updated annual flight hours shall be effective on July 1 at the 
start of the new Contract 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.

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ARTICLE 7 
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.

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To CAWCD:  
 
Central Arizona Water Conservation District 
P.O. Box 43020 
Phoenix, Arizona 85080-3020 
Attn: Land and Survey Supervisor 
 
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

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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. 
 
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 to all its employees and to CAWCD, a 
Material Safety Data Sheet (MSDS) 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 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. 
 
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. 
 
 
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, 
Worker’s Compensation insurance, Property, and Environmental/Pollution Insurance coverages 
that are considered standard for the Premises and permitted use. 
 
 
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

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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 Chief Deputy and 
the CAWCD Land and Survey Supervisor are hereby given the authority and charged with 
the responsibility for proper administration of this Agreement, including execution of the 
letter agreement described in Paragraph 4.5.6.3, 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.

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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

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In witness whereof, the Parties hereto have caused this Agreement to be duly executed. 
 
APPROVED BY: 
 
MARICOPA COUNTY 
 
 
 
 
___________________________________
 
Clint Hickman  
 
 
Date 
Chairman, Board of Supervisors 
 
 
 
 
 
 
 
 
 
Attest: 
 
 
___________________________________ 
 
 
 
Clerk of the Board 
 
Approved as to form  
 
 
___________________________________ 
Deputy County Attorney 
            Date 
 
 
MARICOPA COUNTY SHERIFF 
 
 
 
__________________________________ 
Paul Penzone  
 
 
Date 
 
 
 
 
 
CENTRAL ARIZONA WATER 
CONSERVATION DISTRICT 
 
Approved as to form: 
 
 
By:___________________________ 
 
By:________________________________ 
Jay Johnson 
 
 
 
 
 
Theodore Cooke 
General Counsel  
 
 
 
 
General Manager 
Central Arizona Water 
 
 
 
 
Central Arizona Water 
Conservation District 
 
 
 
 
Conservation District

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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.

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Exhibit “A-1” 
THE PREMISES

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Exhibit “A-2” 
THE PREMISES