HomeMy WebLinkAboutContracts & Agreements_136-2015_CCv0001.pdf AGREEMENT TO PERFORM AIRCRAFT MAINTENANCE AND REPAIRS
This agreement for the provision of aircraft maintenance and repairs for the City of Redlands
("Agreement")is made and entered into this 7'h day of July,2015,with an effective date ofJuly 1,2015
("Effective Date"),by and between the City ofRedlands, a municipal corporation("City") and Helidoc,
Inc. ("Contractor"). City and Contractor are sometimes individually referred to herein as a"Party"and,
together, as the"Parties." In consideration ofthe mutual promises contained herein,City and Contractor
agree as follows:
ARTICLE 1 - ENGAGEMENT OF CONTRACTOR
1.1 City hereby engages Contractor for the provision of aircraft maintenance and repairs within the
City of Redlands (the "Services").
1.2 The Services shall be performed by Contractor in a professional manner, and Contractor
represents that it has the skill and the professional expertise necessary to provide the Services to
City at a level of co>npetency presently maintained by other practicing contractors in the industry
providing like and similar types of Services.
ARTICLE 2—CONTRACTOR'S PERFORMANCE OF SERVICES
2.1 The specific Services that Contractor shall perfonn are to provide aircraft maintenance and
repairs for the Redlands Police Department's Air Support Unit, on an as needed and requested
basis by City and as snore particularly described in Exhibit "A," which is attached hereto and
incorporated herein by reference.
2.2 Contractor shall comply with applicable federal, state and local laws and regulations in the
performance of the Services.
ARTICLE 3 - RESPONSIBILITIES OF CITY
3.1 City designates Lieutenant Travis Martinez as City's representative with respect to performance
of the Services, and such person shall have the authority to transmit instructions, receive
information,interpret and define City's policies and decisions with respect to perfonnance ofthe
Services.
ARTICLE 4—PERFORMANCE OF SERVICES
4.1 The term of this Agreement shall be for two (2) years ("Initial Tern") commencing upon the
Effective Date of this Agreement. City shall have the right to extend the Initial Tenn of this
Agreement for two (2) successive one (1) year terms (each, a "Renewal Tern") on the same
terms and conditions ofthis Agreement by providing not less than thirty(30)days written notice
to Contractor prior to the expiration ofthe Initial Tenn or any Renewal Tenn. The Initial Term
and the Renewal Terms are collectively referred to herein as the"Tern."
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4.2 If Contractor's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with City
Council adopted policy for the same. It shall be the obligation of Contractor to obtain a copy of
such policy from City Staff.
ARTICLE 5 - PAYMENTS TO CONTRACTOR
5.1 The total compensation for Contractor's perfonnance of the Services shall not exceed the
amount of Fifty Thousand Dollars ($50,000) and shall be paid on a time and materials basis,
based upon the rates shown in Exhibit "B."
5.2 Contractor shall submit monthly invoices to City describing the Services performed during the
preceding month. Contractor's invoices shall include a brief description of the Services
performed,the dates the Services were performed, the number of hours spent and by whom,and
a description of reimbursable expenses related to the project. City shall pay Contractor no later
than thirty(30) days after receipt and approval by City of Contractor's invoice.
5.3 Any notice or other coininunication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of
delivery in person; (ii) five(5) days after deposit in first class registered mail,with return receipt
requested; (iii) on the actual delivery date if deposited with an overnight courier;or (iv)on the
date sent by facsimile,if confirmed with a copy sent contemporaneously by first class, certified,
registered or express mail; in each case properly posted and fully prepaid to the appropriate
address set forth below, or such other address as a Party may provide notice in accordance with
this section:
City Contractor
Shawn Ryan, Coimmander Mr. Pablo Perez
Redlands Police Department President
City of Redlands Helidoc, Inc.
30 Cajon Street 1795 Sessums Drive
PO Box 1025 (mailing) Redlands, CA 92374
Redlands, CA 92373
ARTICLE 6 - INSURANCE AND INDEMNIFICATION
6.1 Insurance required by this Agreement shall be maintained by Contractor for the duration of its
performance of the Services. Contractor shall not perform any Services unless and until the
required insurance listed below is obtained by Contractor. Contractor shall provide City with
certificates of insurance and endorsements evidencing such insurance prior to cominencement of
the Services. Insurance policies shall include a provision prohibiting cancellation or modification
of the policy except upon thirty(30) days prior written notice to City.
6.2 Workers' Compensation and Employer's Liability insurance in the amount that meets statutory
requirements with an insurance carrier acceptable to City, or certification to City that Consultant
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is self-insured or exempt from the workers' compensation laws of the State of California.
Consultant shall provide City with Exhibit "C," entitled "Workers' Compensation Insurance
Certification," which is attached hereto and incorporated herein by this reference.
6.3 Contractor shall secure and maintain comprehensive general liability insurance with carriers
acceptable to City. Miiniinuim coverage of One Million Dollars($1,000,000)per occurrence and
Two Million Dollars($2,000,000) aggregate for public liability, property damage and personal
injury is required. City shall be named as an additional insured and such insurance shall be
priinary and non-contributing to any insurance or self-insurance maintained by City.
6.4 Contractor shall have business auto liability coverage, with minimum limits of One Million
Dollars ($1,000,000) per occurrence, combined single Iiinit bodily injury liability and property
damage liability. This coverage shall include all Contractor owned vehicles used in connection
with Contractor's provision of the Services,hired and non-owned vehicles, and employee non-
ownership vehicles. City shall be named as an additional insured and such insurance shall be
primary and non-contributing to any insurance or self insurance maintained by City.
6.5 Consultant shall defend, indemnify and hold harmless City and its elected officials,employees and
agents from and against any and all clahns, losses or liability, including attorneys' fees, arising
from injury or death to persons or damage to property occasioned by any negligent act or
omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in
performing the Services.
ARTICLE 7 - CONFLICTS OF INTEREST
7.1 Contractor covenants and represents that it does not have any investment or interest in any real
property that may be the subject ofthis Agreement or any other source of income,interest inreal
property or investment that would be affected in any manner or degree by the performance of
Contractor's Services. Contractor further covenants and represents that in the performance ofits
duties hereunder, no person having any such interest shall perform any Services under this
Agreement.
7.2 Contractor agrees it is not a designated employee within the meaning of the Political Reform Act
because Contractor:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue,deny,suspend or revoke any City permit,license, application, certification,
approval, order or similar authorization or entitlement;
(iii) authorize the City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which City is
a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt or grant City approval of,policies, standards or guidelines for City or for
any subdivision thereof
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B. Does not serve in a staff capacity with City and in that capacity,participate in making a
governmental decision or otherwise perform the same or substantially the same duties for City
that would otherwise be perfonned by an individual holding a position specified in City's Conflict
of Interest Code under Government Code section 87302.
7.3 In the event City determines that Contractor must disclose its financial interests by completing
and filing a Fair Political Practices Cominission Forin 700, Statement of Economic Interests.
Contractor shall file the subject Forn 700 with the City Clerk's office pursuant to the written
instructions provided by the Office of the City Clerk.
ARTICLE 8 - GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terns or conditions of
this Agreement the prevailing Party shall, in addition to any costs and other relief,be entitled to
the recovery of its reasonable attorneys' fees,including fees for the use of in-house counsel by a
Party.
8.2 Contractor shall not assign any of the Services, except with the prior written approval of City
and in strict compliance with the terms and conditions of this Agreement.
8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other
documents developed by Contractor in connection with its performance of the Services,and any
copyright interest in such documents, shall become the property of City and shall be delivered to
City upon completion of the Services,or upon the request of City.Any reuse ofsuch documents,
and any use of incomplete documents, shall be at City's sole risk.
8.4 Contractor is for all purposes under this Agreement an independent contractor and shall perform
the Services as an independent contractor.Neither City nor of its agents shall have control over
the conduct of Contractor or Contractor's employees, except as herein set forth. Contractor shall
supply all necessary tools and 'instrumentalities required to perform the Services. Assigned
personnel employed by Contractor are for its account only, and in no event shall Contractor or
personnel retained by it be deemed to have been employed by City or engaged by City for the
account of,or on behalf of City. Contractor shall have no authority, express or implied,to act on
behalf of City in any capacity whatsoever as an agent, nor shall Contractor have any authority,
express or implied, to bind City to any obligation.
8.5 Unless earlier terminated as provided for below, this Agreement shall tenninate on June 30,
2017.
A. This Agreement may be terminated by City, in its sole discretion, by providing ten
(10) days prior written notice to Contractor (delivered by certified mail, return receipt
requested) of City's intent to terminate.
B. If this Agreement is terminated by City, an adjustment to Contractor's compensation
shall be made,but (1) no amount shall be allowed for anticipated profit or unperformed
Services,and(2) any payment due Contractor at the time oftermination may be adjusted
to the extent of any additional costs to City occasioned by any default by Contractor.
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8.6 Contractor shall maintain books, ledgers, invoices, accounts and other records and documents
evidencing costs and expenses related to the Services for a period of three (3) years, or for any
longer period required by law, fiom the date of final payment to Contractor pursuant to this
Agreement. Such books shall be available at reasonable tunes for examination by City at the
office of Contractor.
8.7 This Agreement, including the Exhibits incorporated herein by reference, represents the entire
agreement and understanding between the Parties as to the matters contained herein, and any
prior negotiations, written proposals or verbal agreements relating to such matters are
superseded by this Agreement. Except as otherwise provided for herein,any amendment to this
Agreement shall be in writing, approved by City and signed by City and Contractor.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the State of
California.
IN WITNESS WHEREOF, duly authorized representatives of the City and Contractor have signed
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in confirmation of this Agreement.
CITY OF REDLANDS HELIDOC, INC.
By( �} ` By: Z)!�2
Paul W. Foster, Mayor Pablo Perez, President
Attest:
Z42
Sam Irw' /, CitClerk
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EXHIBIT "A"
SCOPE OF SERVICES
Contractor shall perform repair,maintenance, and inspection services that include,but are not limited
to, as described below:
0 50 hour inspections of fixed-wing aircraft includes but not limited to log time,complete
oil change,miscellaneous grease,miscellaneous minor repairs caused bynonmal wear and
tear, and visual inspection of aircraft.
• 100 hour inspections of fixed wing aircraft includes but not limited to log time, detailed
inspection of the engine, misceIIaneous grease, miscellaneous inulor repairs caused by
normal wear and tear, complete oil change, and visual inspection of aircraft.
• Annual inspection of fixed wing aircraft includes log time and visually inspecting the
interior and exterior of the plane.
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EXHIBIT "C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to self-
insure, either as an individual employer, or as one employer in a group of employers,
which may be given upon furnishing proof satisfactory to the Director of Industrial
Relations of ability to self-insure and to pay any compensation that may become due to
his or her employees.
CHECK ONE
I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to
be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with
the provisions ofthat Code,and I will comply with such provisions before commencing the perfonnance
of the work and activities required or permitted under this Agreement. (Labor Code §1861).
I affinn that at all tunes, in performing the work and activities required or permitted under this
Agreement, I shall not employ any person un any manner such that I become subject to the workers'
compensation laws of California. However, at any tune, if I employ any person such that I become
subject to the workers' compensation laws of California, immediately I shall provide the City with a
certificate of consent to self-insure, or a certification of workers' compensation insurance.
I certify under penalty of perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct.
Helidoc, Inc. Date:
By:
Pablo Perez
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