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HomeMy WebLinkAboutHanger One Avionics, Inc. - 2025-11-21 SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND HANGER ONE AVIONICS,INC. FOR HELICOPTER MAINTENANCE,ENGINEERING AND REPAIR SERVICES THIS AGREEMENT("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter called "City," and HANGER ONE AVIONICS, INC., hereinafter referred to as"Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of helicopter maintenance, engineering and repair services. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. Contractor entered into a Consultant Agreement with the County of Orange on or about October 8, 2021, referred to as the"Contract MA-060-22010517 with Hanger One Avionics, Inc., for Helicopter Maintenance Services. City desires to"piggyback"on the City of Palos Verdes Estates' Contract pursuant to HBMC Section 3.02.190(C)(2), and unless otherwise noted, contained in this Agreement, or in conflict with this Agreement, the Parties wish to be bound by the same terms and conditions as the County of Orange. D. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02. NOW, THEREFORE, it is agreed by City and Contractor as follows: 1. Scope of Services Contractor shall provide all services as described in Exhibit"A,"which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the"Project." Contractor hereby designates ken Piland, who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement. 26-18052/413573 1 2. City Staff Assistance City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit "B." The total sum to be expended under this Agreement, shall not exceed Five Hundred Thousand Dollars ($500,000.00) during the term of this Agreement, b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. c. Contractor shall be paid pursuant to the terms of Exhibit"B." 4. Term Time is of the essence of this Agreement. The services of Contractor are to commence /�2// s , or as soon as practicable after he execution of this Agreement by City (the ` Commencement Date") and terminate ` o/ , unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for 2 additional one-year periods if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit "A" are generally to be shown in Exhibit"A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein. 5. Extra Work In the event City requires additional services not included in Exhibit"A" or changes in the scope of services described in Exhibit"A," Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained. 6. Disposition of Plans, Estimates and Other Documents Contractor agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, date or programs, maps, memoranda, letters and other documents, shall belong to City, and Contractor shall turn these materials over to City upon expiration or 26-18052/413573 2 termination of this Agreement or upon Project completion, whichever shall occur first. These materials may be used by City as it sees fit. 7. Hold Harmless Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 8. Workers Compensation Insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liability Insurance In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend, hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars 26-18052/413573 3 ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self-insured retention, or a "deductible" or any other similar form of limitation on the required coverage. 10. Automobile Liability Insurance Contractor shall obtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and a separate "Additional Insured Endorsement" page listing both the policy number and naming the "City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above- mentioned insurance shall not contain a self-insured retention, "deductible" or any similar form of limitation on the required coverage except with the express written consent of City. 11. Certificate of Insurance Prior to commencing performance of the work hereunder, Contractor shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: a. provide the name and policy number of each carrier and policy; b. state that the policy is currently in force; and c. promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 26-18052/413573 4 12. Independent Contractor Contractor is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City. Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 13. Conflict of Interest Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 14. Termination This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. Exclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 26-18052/413573 5 16. Assignment Inasmuch as to this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 17. City Employees and Officials Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 18. Notices Any notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor's agent(as designated in Section 1 hereinabove) or to City as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses below. City and Contractor may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified U.S. certified mail-return receipt requested: To City: Contractor: City of Huntington Beach Hanger One Avionics, Inc. Attn: Chief of Police Attn: Ken Pilard 2000 Main Street 2026 Palomar Airport Road Huntington Beach, CA 92648 Carlsbad, CA 92011 19. Consent When City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 26-18052/413573 6 21. Section Headings The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 22. Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 23. Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 24. Immigration Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 25. Legal Services Subcontracting Prohibited Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for City; and City shall not be liable for payment of any legal services expenses incurred by Contractor. 26-18052/413573 7 26. Confidentiality Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting, training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City, to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 27. Discrimination Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 28. Jurisdiction—Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 29. Professional Licenses Contractor shall, through the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Huntington Beach and all other governmental agencies. Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 30. Attorney's Fees In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 26-18052/413573 8 31. Survival Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 32. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 33. Signatories Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 34. Entirety (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements,promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement,promise, agreement warranty, fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 35. Effective Date IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein, CONTRACTOR CITY OF HUNTINGTON BEACH, a HANGER ONE AVIONICS, INC. municipal corporation of the State of PGA California By: Ken Piland Mayor Print name ITS: (circle one)chairm'President/ Vice President City Clerk 26-18052/413573 y COUNTERPART INIT ED ND 'P OVED: AND By: Chie oli Print name ITS: (circle one) Secretary/Chief APPROVED AS TO FORM Financial Officer/Asst. Secretary- Treasurer �� �� City Attorney REVIEWED AND APPROVED City Manager COUNTERPART 26-18052/413573 10 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Helicopter Maintenance, Engineering and Repair Services B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: C. CITY'S DUTIES AND RESPONSIBILITIES: D. WORK PROGRAM/PROJECT SCHEDULE: 26-18052/413573 11 EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 1. CONSULTANT shall be entitled to monthly progress payments toward the fixed fee set forth herein in accordance with the following progress and payment schedules. SEE ATTACHED EXHIBIT B 2. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 3. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. Each month's bill shall include a total to date. That total shall provide the total fees and costs incurred to date for the project. A copy of memoranda, letters, reports, calculations, and other documentation prepared by CONSULTANT may be required to be submitted to the CITY to demonstrate progress towards completion of tasks. In the event the CITY rejects or has comments, on any such product, CITY shall identify specific requirements for satisfactory completion. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 4. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. All extra work or additional services will be in accordance with the extra work or additional services and if CITY is satisfied that the statement of 26-18052/413573 12 hours worked and costs incurred is accurate. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 26-18052/413573 13 Contract MA-060-22010517 With Hanger One Avionics,Inc. for Helicopter Maintenance Services This Contract MA-060-22010517 for Helicopter Maintenance Services (hereinafter referred to as "Contract")is made and entered into as of the date fully executed by and between the County of Orange,a political subdivision of the State of California (hereinafter referred to as "County") and Hanger One Avionics, Inc., with a place of business at 2026 Palomar Airport Rd., Carlsbad, CA 92011 (hereinafter referred to as"Contractor"),with a County and Contractor sometimes referred to as"Party"or collectively as"Parties". ATTACHMENTS This Contract is comprised of this documents and the following Attachments,which are attached hereto and incorporated by reference into this Contract: Attachment A—Scope of Work Attachment B—Compensation and Pricing Provisions RECITALS WHEREAS, Contractor and County are entering into this Contract for Helicopter Maintenance Services under a firm fixed fee Contract;and WHEREAS, County solicited Contract for Helicopter Maintenance Services as set forth herein, and Contractor represented that it is qualified to provide Helicopter Maintenance Services the County as further set forth here;and WHEREAS,Contractor agrees to provide Helicopter Maintenance Services to the County as further set forth in the Scope of Work,attached hereto as Attachment A;and WHEREAS, County agrees to pay Contractor based on the schedule of fees set forth in Compensation and Pricing Provision,attached hereto as Attachment C;and NOW,THEREFORE,the Parties mutually agree as follows: ARTICLES General Terms and Conditions: A. Governing Law and Venue: This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California.In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California,and the parties hereto agree to and do hereby submit to the jurisdiction of such court,notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county. County of Orange MA-060-22010517 Page 1 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No.:C030389 B. Entire Contract: This Contract contains the entire Contract between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions,alternatives,substitutes or revisions are valid or binding on County unless authorized by County in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any County employee or agent, including but not limited to installers of software, shall not be valid or binding on County unless accepted in writing by County's Purchasing Agent or designee. C. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the parties;no oral understanding or agreement not incorporated herein shall be binding on either of the parties;and no exceptions, alternatives,substitutes or revisions are valid or binding on County unless authorized by County in writing. D. Taxes: Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax. Out-of-state Contractors shall indicate California Board of Equalization permit number and sales permit number on invoices, if California sales tax is added and collectable. If no permit numbers are shown, sales tax will be deducted from payment. The Auditor-Controller will then pay use tax directly to the State of California in lieu of payment of sales tax to the Contractor. E. Delivery: Time of delivery of goods or services is of the essence in this Contract. County reserves the right to refuse any goods or services and to cancel all or any part of the goods not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed statement of work. Acceptance of any part of the order for goods shall not bind County to accept future shipments nor deprive it of the right to return goods already accepted at Contractor's expense. Over shipments and under shipments of goods shall be only as agreed to in writing by County. Delivery shall not be deemed to be complete until all goods or services have actually been received and accepted in writing by County. F. Acceptance Payment: Unless otherwise agreed to in writing by County, 1)acceptance shall not be deemed complete unless in writing and until all the goods/services have actually been received, inspected, and tested to the satisfaction of County, and 2) payment shall be made in arrears after satisfactory acceptance. G. Warranty: Contractor expressly warrants that the goods covered by this Contract are 1)free of liens or encumbrances, 2)merchantable and good for the ordinary purposes for which they are used,and 3)fit for the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon Contractor's part to indemnify, defend and hold County and its indemnities as identified in paragraph "Z" below, and as more fully described in paragraph "Z," harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by County by reason of the failure of the goods/services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes,ordinances,orders,or statutes,including the Occupational Safety and Health Act(OSHA)and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law. H. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent,proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with the more County of Orange MA-060-22010517 Page 2 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No.:C030389 specific requirement contained in paragraph"Z"below, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs,damages,penalties and expenses related to or arising from such claim(s),including, costs and expenses but not including attorney's fees. I. Assignment: The terms,covenants,and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned by Contractor without the express written consent of County. Any attempt by Contractor to assign the performance or any portion thereof of this Contract without the express written consent of County shall be invalid and shall constitute a breach of this Contract. J. Non-Discrimination: In the performance of this Contract,Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race,religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to penalties pursuant to Section 1741 of the California Labor Code. K. Termination: In addition to any other remedies or rights it may have by law,County has the right to immediately terminate this Contract without penalty for cause or after 30 days'written notice without cause, unless otherwise specified. Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of the Contractor. Exercise by County of its right to terminate the Contract shall relieve County of all further obligation. L. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived and no breach excused,unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied,shall not constitute consent to,waiver of,or excuse for any other different or subsequent breach. M. Independent Contractor: Contractor shall be considered an independent contractor and neither Contractor,its employees,nor anyone working under Contractor shall be considered an agent or an employee of County. Neither Contractor, its employees nor anyone working under Contractor shall qualify for workers' compensation or other fringe benefits of any kind through County. N. Performance Warranty: Contractor shall warrant all work under this Contract,taking necessary steps and precautions to perform the work to County's satisfaction. Contractor shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other goods/services furnished by the Contractor under this Contract. Contractor shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor,supervision,machinery,equipment,materials,and supplies,shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of County required in its governmental capacity,in connection with performance of the work.If permitted to subcontract, Contractor shall be fully responsible for all work performed by subcontractors. O. Insurance Provisions: Prior to the provision of services under this Contract,the Contractor agrees to purchase all required insurance at Contractor's expense,including all endorsements required herein, necessary to satisfy the County that the insurance provisions of this Contract have been complied with. Contractor agrees to keep such insurance coverage,Certificates of Insurance,and endorsements County of Orange MA-060-22010517 Page 3 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No,:C030389 on deposit with the County during the entire term of this Contract. In addition, all subcontractors performing work on behalf of Contractor pursuant to this Contract shall obtain insurance subject to the same terms and conditions as set forth herein for Contractor. Contractor shall ensure that all subcontractors performing work on behalf of Contractor pursuant to this Contract shall be covered under Contractor's insurance as an Additional Insured or maintain insurance subject to the same terms and conditions as set forth herein for Contractor. Contractor shall not allow subcontractors to work if subcontractors have less than the level of coverage required by County from Contractor under this Contract. It is the obligation of Contractor to provide notice of the insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by Contractor through the entirety of this Contract for inspection by County representative(s)at any reasonable time. All self-insured retentions (SIRs) shall be clearly stated on the Certificate of Insurance. Any self- insured retention(SIR)in an amount in excess of Fifty Thousand Dollars($50,000)shall specifically be approved by the County's Risk Manager,or designee,upon review of Contractor's current audited financial report. If Contractor's SIR is approved, Contractor, in addition to, and without limitation of,any other indemnity provision(s)in this Contract,agrees to all of the following: 1) In addition to the duty to indemnify and hold the County harmless against any and all liability, claim, demand or suit resulting from Contractor's, its agents, employee's or subcontractor's performance of this Contract,Contractor shall defend the County at its sole cost and expense with counsel approved by Board of Supervisors against same;and 2) Contractor's duty to defend,as stated above,shall be absolute and irrespective of any duty to indemnify or hold harmless;and 3) The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the duty to defend stated above applies, and the Contractor's SIR provision shall be interpreted as though the Contractor was an insurer and the County was the insured. If the Contractor fails to maintain insurance acceptable to the County for the full term of this Contract, the County may terminate this Contract. Oualified Insurer The policy or policies of insurance must be issued by an insurer with a minimum rating of A-(Secure A.M. Best's Rating)and VIII(Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com). It is preferred,but not mandatory,that the insurer be licensed to do business in the state of California(California Admitted Carrier). If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk Management retains the right to approve or reject a carrier after a review of the company's performance and financial ratings. The policy or policies of insurance maintained by the Contractor shall provide the minimum limits and coverage as set forth below: Coverage Minimum Limits Commercial General Liability $5,000,000 per occurrence County of Orange MA-060-22010517 Page 4 of 26 Sheriff`-Coroner Department Helicopter Maintenance Services File No.:C030389 $5,000,000 aggregate Automobile Liability including coverage $1,000,000 per occurrence for owned,non-owned and hired vehicles Workers Compensation Statutory Employers Liability Insurance $1,000,000 per occurrence Required Coverage Forms The Commercial General Liability coverage shall be written on Insurance Services Office(ISO)form CG 00 01,or a substitute form providing liability coverage at least as broad. The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20,or a substitute form providing coverage at least as broad. Required Endorsements The Commercial General Liability policy shall contain the following endorsements, which shall accompany the Certificate of Insurance: 1) An Additional Insured endorsement using ISO form CG 20 26 0413 or a form at least as broad naming the County of Orange its elected and appointed officials, officers, agents and employees as Additional Insured's, or provide blanket coverage, which will state AS REQUIRED BY WRITTEN CONTRACT. 2) A primary non-contributing endorsement using ISO form CG 20 01 0413,or a form at least as broad evidencing that the Contractor's insurance is primary and any insurance or self-insurance maintained by the County of Orange shall be excess and non-contributing. 3) Products and Completed Operations endorsement using ISO Form CG 20 37 04 13, or a form at least as broad. The Workers' Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees or provide blanket coverage, which will state AS REQUIRED BY WRITTEN CONTRACT. All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. Contractor shall notify County in writing within thirty(30) days of any policy cancellation and ten (10) days for non-payment of premium and provide a copy of the cancellation notice to County. Failure to provide written notice of cancellation may constitute a material breach of the Contract, upon which the County may suspend or terminate this Contract. County of Orange MA-060-22010517 Page 5 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No.:C030389 The Commercial General Liability policy shall contain a severability of interest's clause also known as a"separation of insured's"clause(standard in the ISO CG 0001 policy). Insurance certificates should be forwarded to the agency/department address listed on the solicitation. If the Contractor fails to provide the insurance certificates and endorsements within seven(7) days of notification by CEO/Purchasing or the agency/department purchasing division, award may be made to the next qualified vendor. County expressly retains the right to require Contractor to increase or decrease insurance of any of the above insurance types throughout the term of this Contract. Any increase or decrease in insurance will be as deemed by County of Orange Risk Manager as appropriate to adequately protect County. County shall notify Contractor in writing of changes in the insurance requirements. If Contractor does not deposit copies of acceptable Certificates of Insurance and endorsements with County incorporating such changes within thirty(30)days of receipt of such notice,this Contract may be in breach without further notice to Contractor,and County shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract,nor act in any way to reduce the policy coverage and limits available from the insurer. P. Changes: Contractor shall make no changes in the work or perform any additional work without the County's specific written approval. Q. Change of Ownership/Name, Litigation Status, Conflict with County Interests: Contractor agrees that if there is a change or transfer in ownership of Contractor's business prior to completion of this Contract, and the County agrees to an assignment of the Contract,the new owners shall be required under the terms of sale or other instruments of transfer to assume Contractor's duties and Contractor obligations contained in this Contract and complete them to the satisfaction of the County. County reserves the right to immediately terminate the Contract in the event the County determines that the assignee is not qualified or is otherwise unacceptable to the County for the provision of services under the Contract. In addition,Contractor has the duty to notify the County in writing of any change in the Contractor's status with respect to name changes that do not require an assignment of the Contract. The Contractor is also obligated to notify the County in writing if the Contractor becomes a party to any litigation against the County, or a party to litigation that may reasonably affect the Contractor's performance under the Contract,as well as any potential conflicts of interest between Contractor and County that may arise prior to or during the period of Contract performance. While Contractor will be required to provide this information without prompting from the County any time there is a change in Contractor's name,conflict of interest or litigation status,Contractor must also provide an update to the County of its status in these areas whenever requested by the County. The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with County interests. In addition to the Contractor, this obligation shall apply to the Contractor's employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract. The Contractor's efforts shall include, but not be limited to establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts,entertainment,payments,loans or other considerations which could County of Orange MA-060-22010517 Page 6 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No.:C030389 be deemed to influence or appear to influence County staff or elected officers in the performance of their duties. R. Force Majeure: Contractor shall not be assessed or be found in breach during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided Contractor gives written notice of the cause of the delay to County within 36 hours of the start of the delay and Contractor avails himself of any available remedies. S. Confidentiality: Contractor agrees to maintain the confidentiality of all County and County-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor and Contractor's staff, agents and employees. T. Compliance with Laws: Contractor represents and warrants that services to be provided under this Contract shall fully comply, at Contractor's expense,with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively "laws"), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Contractor acknowledges that County is relying on Contractor to ensure such compliance,and pursuant to the requirements of paragraph"Z"below, Contractor agrees that it shall defend, indemnify and hold County and County INDEMNITEES harmless from all liability,damages,costs and expenses arising from or related to a violation of such laws. U. Freight: Prior to the County's express acceptance of delivery of products. Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under this Contract. V. Severability: If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid,void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected,impaired or invalidated thereby. W. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract, each party shall bear their own attorney's fees,costs and expenses. X. Interpretation: This Contract has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this Contract by any other party hereto or by any person representing them, or both. Accordingly, any rule or law(including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to effect the purpose of the parties and this Contract. Y. Employee Eligibility Verification: The Contractor warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set County of Orange MA-060-22010517 Page 7 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No.:C030389 forth in Federal statutes and regulations. The Contractor shall obtain,from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including,but not limited to,the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. The Contractor shall retain all such documentation for all covered employees for the period prescribed by the law.The Contractor shall indemnify, defend with counsel approved in writing by County,and hold harmless,the County, its agents,officers,and employees from employer sanctions and any other liability which may be assessed against the Contractor or the County or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract. Z. Indemnification: Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials, officers, employees,agents and those special districts and agencies which County's Board of Supervisors acts as the governing Board ("County Indemnitees") harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage,arising from or related to the services, products or other performance provided by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. AA. Audits/Inspections: Contractor agrees to permit the County's Auditor-Controller or the Auditor- Controller's authorized representative(including auditors from a private auditing firm hired by the County)access during normal working hours to all books,accounts,records,reports,files,financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the Contract. The County will provide reasonable notice of such an audit or inspection. The County reserves the right to audit and verify the Contractor's records before final payment is made. Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further,Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract. Should the Contractor cease to exist as a legal entity, the Contractor's records pertaining to this agreement shall be forwarded to the County's project manager. BB. Contingency of Funds: Contractor acknowledges that funding or portions of funding for this Contract may be contingent upon state budget approval;receipt of funds from,and/or obligation of funds by, the state of California to County;and inclusion of sufficient funding for the services hereunder in the budget approved by County's Board of Supervisors for each fiscal year covered by this Contract. If such approval,funding or appropriations are not forthcoming,or are otherwise limited,County may immediately terminate or modify this Contract without penalty. County of Orange MA-060-22010517 Page 8 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No.:C030389 CC. Expenditure Limit: The Contractor shall notify the County of Orange assigned Deputy Purchasing Agent in writing when the expenditures against the Contract reach 75 percent of the dollar limit on the Contract. The County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on the Contract unless a change order to cover those costs has been issued. Additional Terms and Conditions 1. Scope of Contract:This Contract specifies the contractual terms and conditions by which County will procure and receive goods/services from Contractor as set forth in the Scope of Work, which is attached hereto as Attachment A and incorporated by this reference. 2. Term of Contract: This Contract shall commence upon execution of all necessary signatures and continue for three (3) calendar years from that date, unless otherwise terminated by County. This Contract may be renewed as set forth in paragraph 3 below. 3. Renewal: This Contract may be renewed by mutual written agreement of both Parties for two (2) additional one (1) year terms. The County does not have to give reason if it elects not to renew. Renewal periods may be subject to approval by the County of Orange Board of Supervisors. 4. Adjustments—Scope of Work: No adjustments made to the Scope of Work will be authorized without prior written approval of the County assigned Deputy Purchasing Agent. 5. Breach of Contract: The failure of the Contractor to comply with any of the provisions,covenants or conditions of this Contract shall be a material breach of this Contract. In such event the County may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract: a) Terminate the Contract immediately,pursuant to Section K herein; b) Afford the Contractor written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach; c) Discontinue payment to the Contactor for and during the period in which the Contractor is in breach;and d) Offset against any monies billed by the Contractor but yet unpaid by the County those monies disallowed pursuant to the above. 6. Civil Rights: Contractor attests that services provided shall be in accordance with the provisions of Title VI and Title VII of the Civil Rights Act of 1964,as amended,Section 504 of the Rehabilitation Act of 1973,as amended;the Age Discrimination Act of 1975 as amended;Title II of the Americans with Disabilities Act of 1990,and other applicable State and federal laws and regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification, age,religion, marital status,sex or disability. 7. Conflict of Interest— Contractor's Personnel: The Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the County. This obligation shall apply to the Contractor; the Contractor's employees, agents, and subcontractors associated with accomplishing work and services hereunder. The Contractor's efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other County of Orange MA-060-22010517 Page 9 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No.:C030389 considerations which could be deemed to influence or appear to influence County staff or elected officers from acting in the best interests of the County. 8. Conflict of Interest—County Personnel: The County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest. The Contractor shall not, during the period of this Contract,employ any County employee for any purpose. 9. Contractor's Project Manager and Key Personnel: Contractor shall appoint a Project Manager to direct the Contractor's efforts in fulfilling Contractor's obligations under this Contract. This Project Manager shall be subject to approval by the County and shall not be changed without the written consent of the County's Project Manager,which consent shall not be unreasonably withheld. The Contractor's Project Manager shall be assigned to this project for the duration of the Contract and shall diligently pursue all work and services to meet the project time lines. The County's Project Manager shall have the right to require the removal and replacement of the Contractor's Project Manager from providing services to the County under this Contract. The County's Project manager shall notify the Contractor in writing of such action. The Contractor shall accomplish the removal within five (5) business days after written notice by the County's Project Manager. The County's Project Manager shall review and approve the appointment of the replacement for the Contractor's Project Manager. The County is not required to provide any additional information, reason or rationale in the event it The County is not required to provide any additional information,reason or rationale in the event it requires the removal of Contractor's Project Manager from providing further services under the Contract. 10. Contractor Personnel— Reference Checks: The Contractor warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to adequately perform the work under this Contract. Contractor's employees assigned to this project must meet character standards as demonstrated by background investigation and reference checks, coordinated by the agency/department issuing this Contract. 11. Contractor's Expense: The Contractor will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking while on County sites during the performance of work and services under this Contract. The County will not provide free parking for any service in the County Civic Center. 12. Contractor Personnel — Uniform/Badges/Identification: The Contractor warrants that all persons employed to provide service under this Contract have satisfactory past work records indicating their ability to accept the kind of responsibility under this Contract. All Contractor's employees shall be required to wear uniforms, badges, or other means of identification which are to be furnished by the Contractor and must be work at all times while working on County property. The assigned Deputy Purchasing Agent must be notified in writing,within seven (7)days of notification of award of Contract of the uniform and/or badges and/or other identification to be worn by employees prior to beginning work and notified in writing seven(7)days prior to any changes in this procedure. 13. Contractor's Records: The Contractor shall keep true and accurate accounts,records,books and data, which shall correctly reflect the business transacted by the Contractor in accordance with generally accepted accounting principles. These records shall be stored in Orange County for a period of three (3)years after final payment is received from the County. Storage of records in another county will require written approval from the County of Orange assigned Deputy Purchasing Agent. County of Orange MA-060-22010517 Page 10 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No.:C030389 14. Conditions Affecting Work: The Contractor shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions, which can affect the work or the cost thereof. Any failure by the Contractor to do so will not relieve Contractor from responsibility for successfully performing the work without additional cost to the County. The County assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by the County are expressly stated in the Contract. 15. Cooperative Agreement: The provisions and pricing of this Contract will be extended to other California local or state governmental entities. Governmental entities wishing to use this Contract will be responsible for issuing their own purchase documents/price agreements, providing for their own acceptance, and making any subsequent payments. Contractor shall be required to include in any Contract entered into with another agency or entity that is entered into as an extension of this Contract a Contract clause that will hold harmless the County of Orange from all claims, demands, actions or causes of actions of every kind resulting directly or indirectly,arising out of,or in any way connected with the use of this contract. Failure to do so will be considered a material breach of this Contract and grounds for immediate Contract termination.The cooperative entities are responsible for obtaining all certificates of insurance and bonds required. The Contractor is responsible for providing each cooperative entity a copy of the Contract upon request by the cooperative entity. The County of Orange makes no guarantee of usage by other users of this Contract. The Contractor shall be required to maintain a list of the cooperative entities using this Contract. The list shall report dollar volumes spent annually and shall be provided on an annual basis to the County, at the County's request. 16. Data—Title To: All materials, documents,data or information obtained from the County data files or any County medium furnished to the Contractor in the performance of this Contract will at all times remain the property of the County. Such data or information may not be used or copied for direct or indirect use by the Contractor after completion or termination of this Contract without the express written consent of the County. All materials, documents, data or information, including copies,must be returned to the County at the end of this Contract. 17. Default—Reprocurement Costs: In case of Contract breach by Contractor, resulting in termination by the County,the County may procure the goods and/or services from other sources. If the cost for those goods and/or services is higher than under the terms of the existing Contract, Contractor will be responsible for paying the County the difference between the Contract cost and the price paid,and the County may deduct this cost from any unpaid balance due the Contractor. The price paid by the County shall be the prevailing market price at the time such purchase is made. This is in addition to any other remedies available under this Contract and under law. 18. Drug-Free Workplace: The Contractor hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. The Contractor will: 1. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a)(1). 2. Establish a drug-free awareness program as required by Government Code Section 8355(a)(2)to inform employees about all of the following: County of Orange MA-060-22010517 Page 11 of 26 Sheriff'-Coroner Department Helicopter Maintenance Services File No.:C030389 a. The dangers of drug abuse in the workplace; b. The organization's policy of maintaining a drug-free workplace; c. Any available counseling, rehabilitation and employee assistance programs; and d. Penalties that may be imposed upon employees for drug abuse violations. 3. Provide as required by Government Code Section 8355(a)(3)that every employee who works under this Contract: a. Will receive a copy of the company's drug-free policy statement;and b. Will agree to abide by the terms of the company's statement as a condition of employment under this Contract. Failure to comply with these requirements may result in suspension of payments under the Contract or termination of the Contract or both, and the Contractor may be ineligible for award of any future County contracts if the County determines that any of the following has occurred: 1. The Contractor has made false certification,or 2. The Contractor violates the certification by failing to carry out the requirements as noted above. 19. EDD Independent Contractor Reporting Requirements: Effective January 1, 2001, the County of Orange is required to file in accordance with subdivision(a)of Section 6041A of the Internal Revenue Code for services received from a"service provider"to whom the County pays$600 or more or with whom the County enters into a contract for$600 or more within a single calendar year. The purpose of this reporting requirement is to increase child support collection by helping to locate parents who are delinquent in their child support obligations. The term"service provider"is defined in California Unemployment Insurance Code Section 1088.8, subparagraph B.2 as "an individual who is not an employee of the service recipient for California purposes and who received compensation or executes a contract for services performed for that service recipient within or without the state." The term is further defined by the California Employment Development Department to refer specifically to independent Contractors. An independent Contractor is defined as"an individual who is not an employee of the government entity for California purposes and who receives compensation or executes a contract for services performed for that government entity either in or outside of California." The reporting requirement does not apply to corporations, general partnerships, limited liability partnerships,and limited liability companies. Additional information on this reporting requirement can be found at the California Employment Development Department web site located at http://www.edd.ca.gov/Employer Services.htm 20. Emergency/Declared Disaster Requirements: In the event of an emergency or if Orange County is declared a disaster area by the County, state or federal government, this Contract may be subjected County of Orange M1-060-22010517 Page 12 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No.:O030389 to unusual usage. The Contractor shall service the County during such an emergency or declared disaster under the same terms and conditions that apply during non-emergency/disaster conditions. The pricing quoted by the Contractor shall apply to serving the County's needs regardless of the circumstances. If the Contractor is unable to supply the goods/services under the terms of the Contract,then the Contractor shall provide proof of such disruption and a copy of the invoice for the goods/services from the Contractor's supplier(s). Additional profit margin as a result of supplying goods/services during an emergency or a declared disaster shall not be permitted. In the event of an emergency or declared disaster,emergency purchase order numbers will be assigned. All applicable invoices from the Contractor shall show both the emergency purchase order number and the Contract number. 21. Errors and Omissions: All reports, files and other documents prepared and submitted by Contractor shall be complete and shall be carefully checked by the professional(s) identified by Contractor as project manager and key personnel attached hereto, prior to submission to the County. Contractor agrees that County review is discretionary and Contractor shall not assume that the County will discover errors and/or omissions. If the County discovers any errors or omissions prior to approving Contractor's reports, files and other written documents, the reports, files or documents will be returned to Contractor for correction.Should the County or others discover errors or omissions in the reports, files or other written documents submitted by the Contractor after County approval thereof, County approval of Contractor's reports, files or documents shall not be used as a defense by Contractor in any action between the County and Contractor,and the reports,files or documents will be returned to Contractor for correction. 22. Equal Employment Opportunity: The Contractor shall comply with U.S. Executive Order 11246 entitled, "Equal Employment Opportunity" as amended by Executive Order 11375 and as supplemented in Department of Labor regulations(41 CFR,Part 60)and applicable state of California regulations as may now exist or be amended in the future. The Contractor shall not discriminate against any employee or applicant for employment on the basis of race, color, national origin, ancestry,religion,sex,marital status,political affiliation or physical or mental condition. Regarding handicapped persons, the Contractor will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to provide equal opportunity to handicapped persons in employment or in advancement in employment or otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicaps in all employment practices such as the following: employment, upgrading,promotions, transfers,recruitments,advertising,layoffs,terminations,rate of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to comply with the provisions of Sections 503 and 504 of the Rehabilitation Act of 1973, as amended, pertaining to prohibition of discrimination against qualified handicapped persons in all programs and/or activities as detailed in regulations signed by the Secretary of the Department of Health and Human Services effective June 3, 1977,and found in the Federal Register, Volume 42,No.68 dated May 4, 1977,as may now exist or be amended in the future. Regarding Americans with disabilities, Contractor agrees to comply with applicable provisions of Title 1 of the Americans with Disabilities Act enacted in 1990 as may now exist or be amended in the future. 23. News/Information Release: The Contractor agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under County of Orange MA-060-22010517 Page 13 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No.:C030389 this Contract without first obtaining review and written approval of said news releases from the County through the County's Project Manager. 24. Notices: Any and all notices,requests demands and other communications contemplated,called for, permitted, or required to be given hereunder shall be in writing with a copy provided to the assigned Deputy Purchasing Agent(DPA),except through the course of the parties'project managers' routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in-person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four (4) calendar days after being mailed by US certified or registered mail,return receipt requested,postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate party at the address stated herein or such other address as the parties hereto may designate by written notice from time to time in the manner aforesaid. Contractor: Hanger One Avionics,Inc. 2626 Palomar Airport Rd. Carlsbad,CA 92011 Attn: Ken Piland Ph: 760-929-2270 Email:ken@hlavionics.com County: Sheriff-Coroner Department/Air Support Detail 361 Paularino Ave.,Hanger 26 Costa Mesa,CA 92626 Attn:Captain Manhart Ph: 714-647-7018 Email:Epmanhart@ocsheriff.gov Assigned DPA: County of Orange Sheriff-Coroner Department/Purchasing Services Unit 320 N.Flower Street,2°d Floor Santa Ana,CA 92703 Attn: Maria Ayala, Supervising Procurement Contract Specialist Ph: 714-834-6360 mayala@ocsheriff.gov 25. Precedence: The Contract documents consist of this Contract and its exhibits and attachments. In the event of a conflict between or among the Contract documents,the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract,and then the exhibits and attachments. 26. Termination — Orderly: After receipt of a termination notice from the County of Orange, the Contractor may submit to the County a termination claim, if applicable. Such claim shall be submitted promptly, but in no event later than 60 days from the effective date of the termination, unless one or more extensions in writing are granted by the County upon written request of the Contractor. Upon termination County agrees to pay the Contractor for all services performed prior to termination which meet the requirements of the Contract, provided, however, that such compensation combined with previously paid compensation shall not exceed the total compensation set forth in the Contract. Upon termination or other expiration of this Contract, each party shall County of Orange MA-060-22010517 Page 14 of 26 Sheriff:Coroner Department Helicopter Maintenance Services File No.:C030389 promptly return to the other party all papers,materials,and other properties of the other held by each for purposes of performance of the Contract. 27. Usage: No guarantee is given by the County to the Contractor regarding usage of this Contract. Usage figures, if provided, are approximations. The Contractor agrees to supply services and/or commodities requested, as needed by the County of Orange, at rates/prices listed in the Contract, regardless of quantity requested. 28. Usage Reports: The Contractor shall submit usage reports on an annual basis to the assigned Deputy Purchasing Agent of the County of Orange user agency/department. The usage report shall be in a format specified by the user agency/department and shall be submitted 90 days prior to the expiration date of the contract term,or any subsequent renewal term, if applicable. 29. Sub-Contracting: No performance of this Contract or any portion thereof may be subcontracted by the Contractor without the express written consent of the County. Any attempt by the Contractor to subcontract any performance of this Contract without the express written consent of the County shall be invalid and shall constitute a breach of this Contract. In the event that the Contractor is authorized by the County to subcontract, this Contract shall take precedence over the terms of the Contract between Contractor and subcontractor, and shall incorporate by reference the terms of this Contract. The County shall look to the Contractor for performance and indemnification and not deal directly with any subcontractor. All work performed by a subcontractor must meet the approval of the County of Orange. 30. Substitutions: The Contractor is required to meet all specifications and requirements contained herein. No substitutions will be accepted without prior County written approval. 31 Security Requirements: A. Contractor shall, with respect to all employees of Contractor performing services hereunder: 1. Perform background checks as to past employment history. 2. Inquire as to past criminal felony convictions. 3. Ascertain that those employees who are required to drive in the course of performing services hereunder have valid California driver's licenses and no DUI convictions within two(2)years prior to commencement of services hereunder. 4. Perform drug screening to determine that such employees are not users of illegal controlled substances as defined by federal law. B. Contractor shall not assign to County property any Contractor personnel as to whom the foregoing procedures indicate: 1. Inability or unwillingness to perform in a competent manner. 2. Past criminal convictions for theft, burglary or conduct causing property damage or mental or physical harm to persons. 3. Where such employee's duties include driving a vehicle, absence of a valid California driver's license or a DUI conviction within the prior two(2)years. County of Orange MA-060-22010517 Page 15 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No.:C030389 4. Usage of illegal controlled substances as defined by federal law. C. If any of the problems identified with respect to Contractor's employees are discovered after assignment of an employee to County property, or if County otherwise reasonably deems an assigned employee unacceptable, Contractor shall remove and replace such employee at the County property. D. Nothing herein shall render any employee of Contractor an employee of County. THE CONTRACTOR'S PERSONNEL REQUIREMENTS: All employees must pass the County's background check and meet all requirements as set forth below: 1. All personnel to be employed in performance of the work under this Contract shall be subject to security clearance. Clearance must be updated and renewed every twelve(12)months from original date of clearance. 2. No person, who is required to enter a secured facility of the Sheriff, shall be assigned to perform work under this contract that has not received prior clearance from the Sheriff-Coroner Department. 3. Within fifteen (15) days of the effective date of this Contract, Contractor shall prepare and submit a complete and accurate "Contractor Security Clearance" information form for all Contractor's employee who will be working on or who will need access to the Sheriff-Coroner's facilities to perform work covered by this Contract. County project manager shall provide form(s) to Contractor's project manager. Contractor is also responsible for ensuring that anytime an employee is assigned to work on Sheriff-Coroner's facilities under this contract that a Security Clearance form is submitted and approved prior to that employee requiring access to such premises for providing services under this contract. 4. Contractor shall inform employees assigned to perform work within secured facilities of the Sheriff-Coroner that the employee is required to inform Contractor if/when any information provided on the security clearance form changes. Contractor shall submit an updated security clearance form whenever there is a change in information provided by an employee. Contractor shall be responsible for ensuring to submit Security Clearance forms in order to renew the Security Clearance(s)every twelve months. Renewal forms shall be submitted at least ten (10) County working days prior to the expiration of an existing clearance; a security clearance is valid for 12 months from the date of issuance. If Contractor is submitting an updated form due to a change in information, said form shall be submitted within in 10 county working days of the employer becoming aware of the updated information. 5. Contractor Security Clearance information forms will be provided by County Project Manager upon request and will be screened by the Sheriff-Coroner's Department. County of Orange MA-060-22010517 Page 16 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No.:C030389 12. Contractor's personnel shall remain with the assigned escort at all times, unless otherwise directed by the on-site contact person. F. POTENTIAL DELAYS/INTERRUPTIONS: 1. Contractor shall acknowledge that the primary purpose of the detention facilities is the safe and secure operation of those facilities. 2. Contractor's personnel who enter a Sheriff facility but have not passed the security screening, or who have falsified the security screening information are subject to immediate removal from the facility. Contractor's personnel who are assigned to work in a Sheriff facility who are determined to have outstanding wants or warrants may be detained by the Sheriff. 3. Contractor's personnel shall immediately comply with all directions and orders issued by Sheriff's personnel,other than changes regarding the quality or quantity of work,which will be controlled by County's project manager. 4. Contractor's personnel may be delayed or denied access to the facility due to unforeseen events that may affect the availability of security escorts. 5. Contractor's personnel may be ordered to leave a facility prior to the completion of their work or the end of the workday by unforeseen incidents occurring within secure environments. Such unforeseen incidents may also cause Contractor's personnel to be held inside the facility until the incident is resolved by the Sheriff's personnel. 6. Contractor may be subject to an inventory requirement where the Contractor shall supply an inventory list of all tools. The Facility will use this list for verification of tools entering and exiting security. Any and all time required to comply with the tool inventory and control program will not be considered a compensable delay and no requests for equitable adjustment in time or additional compensation for this time will be considered. -Signature Page to Follow- County of Orange MA-060-22010517 Page 18 of 26 Sheriff Coroner Department Helicopter Maintenance Services File No.:C030389 Signature Page The Parties hereto have executed this Contract#MA-060-22010517 for Helicopter Maintenance Services on the dates shown opposite their respective signatures below. Contractor*: Hangar One Avionics,Inc. By: Title: Secretary Print Name: Ken Piland Date: 10/7/21 Contractor*: Hangar One Avionics,Inc. By: Title: Vice President Print Name: Aldon Colby Date: 10/7/21 *If the contracting party is a corporation, (2)two signatures are required: (1)signature by the Chairman of the Board, the President or any Vice President; and one (1)signature by the Secretary, any Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer. The signature of one person alone is sufficient to bind a corporation, as long as he or she holds corporate offices in each of the two categories described above. For County purposes,proof of such dual office holding will be satisfied by having the individual sign the instrument twice, each time indicating his or her office that qualifies under the above described provision. In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signature to bind the company. County Of Orange A political subdivision of the State of California Sheriff-Coroner Department By: �' 1Mq Title: KYLVY3Iry Print Name: J !'l fi L P Date: 0 8) 7,1 County of Orange MA-060-22010517 Page 19 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No.:O030389 ATTACHMENT A Scope of Work Scope of Services DEFINITION: Contractor shall supply qualified mechanics to provide uninterrupted service to maintain and repair a fleet of five(5)County helicopters to ensure airworthiness and safe operation, and perform other related duties as required below. Twenty seven hundred flight hours projected per year,split between one(1)AS350B2,two(2)AS350B3 and two(2)UH-1H helicopters. N183SD AS350B3 Purchased approx.November 2017, Currently has approx.3599 hours N184SD AS350B2 Purchased approx. October 2005,Currently has approx. 13564 hours. N185SD AS350B3 Purchased approx.April 2016. Currently has approx. 5031 hours. N181SD UH-1H Obtained November 2016.Currently has approx.6870 hours. N186SD UH-1H Obtained April 2014. Currently has approx. 8180 hours. II. Contractor Responsibilities and Requirements: Duties shall include,but are not limited to,the following: • Mechanics shall be available during normal business hours Monday through Friday from 6:30 A.M.to 5:00 P.M.(Pacific Time). • Contractor shall provide an on call mechanic for all other hours 24/7, evenings,night time and weekends,at no additional charge other than the monthly or hourly flat rate. • Contractor shall perform routine and major inspections and maintenance on the County helicopters. This maintenance shall include the scheduled ASTAR maintenance, specifically the preflight inspections,the airframe 30,100,200,300,500,600, 1000, 1200,2400,3000,5400 hr. inspections,the Annual Inspection and the engine 100,200, 300,500,600,750, 1000, 1500 hr. inspections. This maintenance shall also include the scheduled UH-1H maintenance, specifically the preflight inspections,installation inspection, 10 hr./14 day preventive maintenance inspections (PMI), and the airframe 25, 100 hr./120 day, 100 hr., 300 hr./6 month, 12 month magnetic compass and radio magnetic indicator calibration,600 hr./12 month component operation, and each 24 month component operation. • Contractor shall perform all scheduled and non-scheduled maintenance in accordance with manufacture maintenance manuals,Part 43 and Part 91 of the Federal Aviation Administration (FAA)regulations and accepted industry standards; • Contractor shall dismantle,inspect and reassemble all assemblies and components of helicopters authorized by the maintenance manuals. • Contractor shall perform turbine engine inspections and authorized repairs. • Contractor shall be required to provide and transfer all documentation issued by the manufacturer for the proposed parts. Contractor must provide the original product warranty and related services for the parts and services provided under this Contract in accordance with the standard Warranty regularly supplied. Repairs shall be guaranteed for a ninety(90)day period. • Contractor shall maintain a comprehensive record system of all maintenance work performed to comply with the component mandates of the FAA and the manufacturer. • Contractor shall maintain computer records for the tracking and forecasting of all the life limited components. County of Orange MA-060-22010517 Page 20 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No.:C030389 • Contractor shall manage a standard inventory of parts and consumable products necessary to conduct uninterrupted maintenance,modifications and repairs. The inventory will be purchased by the County, with the recommendation and advice of the Contractor, through existing approved vendors contracting with the County. All parts required must be provided by an aircraft parts distributor. All parts and materials shall be legal and airworthy according to FAA and Manufacturer's standards with an airworthiness approval tag; • Contractor shall supply all the tools that could be categorized as basic hand tools necessary for maintaining the aircraft. Specialty tools, specific to the aircraft, and shop equipment are provided by the County. • Contractor's mechanics shall attend training to maintain licensing requirements • Contractor shall provide inside hangar space in the event a helicopter needs to be serviced at their location and must remain overnight. If the helicopter is just being stored, then outside storing is authorized. • Contractor shall comply with all Service Letters (SLT), Service Bulletins (SBT) and Airworthiness Directives (AD)which comply with the County aircraft. These publications are set forth by the airframe and engine manufacturers. Occasionally, the FAA will disseminate publications pertaining to airworthiness directives which require mandatory compliance. Warranties Contractor shall warrant that the equipment or parts it supplies to the County conforms to the FAA specifications and is airworthy.Contractor must use new genuine or approved replacement parts that are recognized by the industry as suitable for quality performance. Air Support Detail or his designee, shall approve any use of Non-OEM parts. Contractor must provide all FAA Form 8130-3's (Airworthiness approval Tag) for parts installed on County aircraft during any maintenance and repair of the aircraft. Contractor must provide all warranties for new parts installed on County aircraft per manufacturer's warranty policy in force at the time parts were installed. Contractor must also provide an applicable workmanship warranty for all work performed. In the event that the equipment or parts supplied to the County are found to be defective or do not conform to specifications,the County reserves the right to cancel the order to the contractor and return such equipment or parts to the contractor at the contractor's expense. Contractor shall not be responsible for the following: • Aircraft radio's and avionics. • Aero Computer utilichart system hardware or utilichart hardware/software upgrades. • Software updates for the Garmin GPS system. • Overhauling the starter generator. • The Main Rotor and Tail Rotor Gearbox repairs and overhauls,and the Hydraulic Servo's. • Engine overhaul and major repairs. • Maintenance and/or Repair of Helicopter Airframes. III. Contractor's Mechanic(s)Qualifications&Requirements • Mechanic(s) shall have possession of a valid Federal Aviation Administration Mechanic Certificate with Airframe and Powerplant Ratings and an Inspection Authorization issued in accordance with 14 C.F.R.65 subpart D. • Mechanic(s)shall have five years of post-certification/authorization experience repairing and maintaining turbine powered helicopters for each mechanic. • Mechanic(s)shall have possession of a valid California Driver's License. • Mechanic(s)shall have attended factory school for the Eurocopter-AS350 helicopter. • Mechanic(s)shall have attended factory school for the Turbomeca-Arriel engine. County of Orange MA-060-22010517 Page 21 of 26 Sheriiff:Coroner Department Helicopter Maintenance Services File No.:C030389 • Mechanic(s)shall have attended the Bell 205 factory school or equivalent. • Mechanic(s)shall have the ability to troubleshoot problems with any systems on a helicopter and develop strategies for resolving a problem. • Mechanic(s)shall have the ability to read and interpret a wide variety of manuals,regulations and other pertinent documents and apply the information contained therein. • Mechanic(s)shall have the ability to maintain a positive and harmonious working relationship with co-workers and superiors in a team oriented work environment. IV. County shall provide the following when services are being provided on County property: County shall supply the specialized tools required for complex maintenance operations on the specific aircraft they operate. County shall also supply the shop equipment necessary for maintenance, The County shall provide the following shop equipment: APU 28V 100 AMP 110V 60HZ, MicroVib II Balancer, 4'/6'/8' ladders, sheet metal brake, sheet metal shear, combination brake/shear/roller, gantry, hoist, drill press, hydraulic press, nitrogen bottle-55CU/FT, golf cart, storage lockers for flammable products, work tables, vises, 28 volt power supply, 115 volt defuel supply, solvent parts washer,floor jack,air conditioning service unit,compressor washer,band saw,disc/belt sander,bead blaster, arbor press, mig welder, scissor lift, man lift, borescope, air compressor, bench grinder, forklift,helicopter ground handling pads,file cabinets,computer,office copier. Contractor shall supply the all necessary equipment and tools for maintenance when helicopters are in their facility or off site emergency landing. V. Service Location: Note-The maintenance shall be performed in a hangar facility supplied by County or contractor,and performed off site as necessary,such as an offsite emergency landing. County of Orange Sherriff's-Coroner/Air Support Unit 361 Paularino Ave.,Hanger 26 Costa Mesa,CA 92626 Hanger One Avionics,Inc. 2626 Palomar Airport Rd. Carlsbad,CA 92011 Attn: Ken Piland Ph: 760-929-2270 Email: ken@hlavionics.com County of Orange MA-060-22010517 Page 22 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No.:C030389 ATTACHMENT B Compensation and Pricing Provisions 1. Compensation: This is a firm-fixed fee Contract between the County and Contractor for Helicopter Maintenance Services as set forth in Attachment A, "Scope of Work". The Contractor agrees to accept the specified compensation as set forth in this Contract as full payment for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance,for risks connected with the services,and for performance by the Contractor of all its duties and obligations hereunder. The Contractor shall only be compensated as set forth herein for work performed in accordance with the Scope of Work. The County shall have no obligation to pay any sum in excess of the fixed rates specified herein unless authorized by amendment in accordance with Articles C.Amendments of the County Contract Terms and Conditions. 2. Fees and Charges: County will pay the following fees in accordance with the provisions of this Contract. Payment shall be as follows: SERVICE CHARGES One(1)hour minimum rate charge. Labor hours shall be charged on basis of actual time spent on each job, not on a portal to portal basis,and shall be computed to the nearest one-quarter(1/4)hour after the one(1)hour minimum. Monday through Friday 8:00 A.M.to 5:00 P.M.(Pacific Time) $ 125.00/per hour After 5:00 P.M.Monday through Friday Saturday,Sunday and County holidays*(overtime/emergency rate)$125.00/per hour *County Holidays: New Year's Day Labor Day Martin Luther King Jr's.Birthday Columbus Day Lincolns' Birthday Veterans' Day Presidents Day Thanksgiving Day Memorial Day Day After Thanksgiving Independence Day Christmas Day Note: 1. The hourly or per call rates shall include all costs for the work to include direct and indirect labor charges, truck, all necessary equipment, tools, overhead, travel, other expenses and all profit. 2. Overtime shall NOT be paid on non-emergency response requests unless specifically authorized by County's Air Support Detail Sergeant or designees at the time the request for service initiated. County of Orange MA-060-22010517 Page 23 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No.:C030389 MATERIAL COSTS: Contractor's Cost Plus: 15 %mark-up The Air Support Detail or his designee shall provide prior approval of any parts to be purchased by the Contractor for the repair of the helicopters and shall be charged the actual cost of the parts (including all applicable taxes)plus the percentage stated above. Contractor must submit their cost invoices for parts along with billings to County for payment processing. This requirement is MANDATORY. County shall not process payments for parts without Contractor's cost invoices for parts. Labor All hourly labor rates are guaranteed firm for the contract duration. Damages Any damage done to the aircraft by the contractor will be repaired by contractor at their cost and to County's satisfaction. All repairs must be in accordance with the manufacture guidelines or FAA specifications for repair(s). Contract total shall not exceed$600,000 for the initial three-year term($200,000 per year) 3. Price Increase/Decreases: No price increases will be permitted during the first period of the price agreement. The County requires documented proof of cost increases on Contracts prior to any price adjustment. A minimum of 30-days advance notice in writing is required to secure such adjustment. No retroactive price adjustments will be considered. All price decreases will automatically be extended to the County of Orange. The County may enforce, negotiate, or cancel escalating price Contracts or take any other action it deems appropriate,as it sees fit. The net dollar amount of profit will remain firm during the period of the Contract. Adjustments increasing the Contractor's profit will not be allowed. 4. Firm Discount and Pricing Structure: Contractor guarantees that prices quoted are equal to or less than prices quoted to any other local,State or Federal government entity for services of equal or lesser scope. Contractor agrees that no price increases shall be passed along to the County du ring the term of this Contract not otherwise specified and provided for within this Contract. 5. Contractor's Expense: The Contractor will be responsible for all costs related to photo copying, telephone communications and fax communications while on County sites during the performance of work and services under this Contract. 6. Payment Terms — Payment in Arrears: Invoices are to be submitted in arrears to the user agency/department to the ship-to address, unless otherwise directed in this Contract. Vendor shall reference Contract number on invoice. Payment will be net 30 days after receipt of an invoice in a format acceptable to the County of Orange and verified and approved by the agency/department and subject to routine processing requirements. The responsibility for providing an acceptable invoice rests with the Contractor. Billing shall cover services and/or goods not previously invoiced. The Contractor shall reimburse the County of Orange for any monies paid to the Contractor for goods or services not provided or when goods or services do not meet the Contract requirements. Payments made by the County shall not preclude the right of the County from thereafter disputing County of Orange MA-060-22010517 Page 24 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No.:C030389 any items or services involved or billed under this Contract and shall not be construed as acceptance of any part of the goods or services. 7. Taxpayer ID Number: The Contractor shall include its taxpayer ID number on all invoices submitted to the County for payment to ensure compliance with IRS requirements and to expedite payment processing. 8. Payment — Invoicing Instructions: The Contractor will provide an invoice on the Contractor's letterhead for goods delivered and/or services rendered. In the case of goods, the Contractor will leave an invoice with each delivery. Each invoice will have a number and will include the following information: a. Contractor's name and address b. Contractor's remittance address, if different from 1 above c. Contractor's Taxpayer ID Number d. Name of County Agency/Department e. Delivery/service address f. Master Agreement(MA)or Purchase Order(PO)number g. Agency/Department's Account Number h. Date of invoice i. Product/service description,quantity,and prices j. Sales tax,if applicable k. Freight/delivery charges, if applicable 1. Total Invoice and support documentation are to be forwarded to: County of Orange Sherriff's-Coroner/Air Support Unit 361 Paularino Ave.,Hanger 26 Costa Mesa,CA 92626 Attn: A/P 9. Payment(Electronic Funds Transfer(EFT) The County of Orange offers Contractors the option of receiving payment directly to their bank account via an Electronic Fund Transfer(EFT)process in lieu of a check payment.Payment via EFT will also receive an Electronic Remittance Advice with the payment details via e-mail. An e-mail address will need to be provided to the County of Orange via an EFT Authorization Form.To request a form,please contact the assigned Deputy Purchasing Agent. Upon completion of the form,please mail, fax or email to the address or phone listed on the form. 10. Year End and Final Invoices At the end of each term of the Contract, and upon final termination, Contractor shall submit final invoices for services rendered or goods accepted by County under the Contract term (typically one year) within ninety (90) days. For example, if the term of a Contract ends, or the Contract expires without being renewed on June 30'1', any and all invoices for services rendered or goods accepted by County during the preceding term of the Contract shall be submitted to County on or before September 28. In the event the ninetieth (90f1) day falls on a weekend or County holiday, the deadline for submission of invoices shall be extended to the next business day. County holidays include New Year's Day, Martin Luther King Day, President Lincoln's Birthday, Presidents' Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, Friday after Thanksgiving,and Christmas Day. County of Orange MA-060-22010517 Page 25 of 26 Sheriff-Coroner Department Helicopter Maintenance Services File No.:C030389 Contractor's failure to submit invoices pursuant to the deadlines established herein may be deemed a breach and shall be a basis for the County to refuse payment. County of Orange MA-060-22010517 Page 26 of 26 SheriCoroner Department Helicopter Maintenance Services File No.:C030389 t � I � • AMENDMENT NUMBER ONE TO CONTRACT MA..060-22010517 BETWEEN THE COUNTY OF ORANGE AND HANGAR ONE AVIONICS,INC. This AMENDMENT NUMBER ONE to Contract Number MA-060-22010517 (hereinafter "AMENDMENT NUMBER ONE") between the County of Orange,a political subdivision of the State of California,operating through its Sheriff-Coroner Department(hereinafter"COUNTY"),and Hanger One Avionics, Inc., (hereinafter referred to as "CONTRACTOR") with a place of business at 2026 Palomar Airport Rd., Carlsbad, CA. 92011-4405 is made and entered upon execution of all necessary signatures. RECITALS: WHEREAS, COUNTY and CONTRACTOR executed a Contract for Helicopter Maintenance Services on October 8, 2021, for a three (3) year term of October 8, 2021 through and ! I including October 7, 2024, in an amount not to exceed$600,000 renewable for two(2) additional years (hereinafter"ORIGINAL CONTRACT"); WHEREAS, COUNTY desires to renew the ORIGINAL CONTRACT for a one year term of October 8, 2024 through and Including October 7, 2025 in an atnount not to exceed $240,000 and revise Attachment B,Compensation and Pricing Provision Section2, Fees and Charges due to Increase of hourly rate from $125.00 to $150.00 and the CONTRACTOR has agreed to continue to provide those services at the rates set forth in this AMENDMENT NUMBER ONE; NOW THEREFORE,in consideration of the mutual obligations set forth herein,.both COUNTY and CONTRACTOR agree as follows: I. ARTICLES a. Additional Terms and Conditions,Section 2.Term of Contract,of the ORIGINAL CONTRACT is amended to read in its entirety as follows: 2. Term ofContract This Contract shall commence upon execution of all necessary signatures,and continue in effect from October 8, 2021 through and including October 7, 2025, unless otherwise terminated by COUNTY. b. Additional Terms and Conditions, Section 3 — Renewals, of the ORIGINAL CONTRACT is amended in its entirety as follows: 3. Renewal: This Contract may be renewed for one additional year. e. Attachment B, Compensation and Pricing Provisions, Section 2. Fees and Charges, of the • ORIGINAL CONTRACT is amended in pert as follows: Service Charges: Monday through Friday 8:00 AM to 5:00 PM(Pacific Time)$150.00 per hour. Folder:C030389 • Page 1 of 3 I I 1 1 After 5:00 PM Monday through Friday, Saturday, Sunday and County Holidays* (overtime/emergency rate)$150.00 per hour. Contract shall not exceed$240,000 for the term of October 8,2024 through and including October 7,2025 2. All other terms and conditions in this Contract shall remain unchanged and with full force and effect, • • Bolder:C030389 Page 2 of 3 IN WITNESS WHERE OF, the Parties have executed this AMENDMENT NUMBER ONE to Contract number MA-060-22010517. *Contractor: Hangar One Avionics, Inc. By: Title: Secretary Print Name: Ken Piland Date: 4/16/24 *Contractor: Hangar One Avionics, Inc.re/717By: Title; Vice President Print Name: Aldon Colby Date: 4/16/24 *lithe contracting party is a corporation, (2)hvo signatures are required: ("l)signature by the Chairman of the Board, the President or any Vice President; and one (I) signature by the Secretary, any Assistant Secretay, the Chief Financial Officer or any Assistant Treasurer. The signature of one person alone is sufficient to bind a corporation, as lung as he or she holds corporate offices in each of the two categories described above. For County purposes,proof of such dual office holding►Pill he satisfied by having the individual sign the instrument twice, each lime indicating his or her office that qualifies under the above described provision. hi the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signature to bind the company. County Of Orange A political subdivision of the State of California • .::i4 Sheriff-Coroner Department anoist Rockireg By: grid (/i���'�/`2-'(- Title: • � t S�.ec�c-1(34241 f Print Name:( Milner Date: (o Li ZO2'1 Approved by the Board of Supervisors: L/41/UZy Approved as to Form Office of the County Counsel Orange Gom4tralieril Fern ia By: O..n rk i.e, dm+. De PO-8772675 E Folder:C030389 Page 3 of 3 IC ‘k--'‘ ACORD n CERTIFICATE OF LIABILITY INSURANCE DATE(M2026) PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION AssuredPartners Aerospace ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P.O. Box 131178 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Carlsbad, CA 92013 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A: Endurance Assurance Corp. Hangar One Avionics INSURER B. Granite State Insurance Co. 2026 Palomar Airport Road INSURER c: Old Republic Insurance Company Carlsbad, CA 92011 INSURER D. I INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L POLICY EFFECTIVE POLICY EXPIRATION LTR NSRQ TYPE OF INSURANCE POLICY NUMBER DATE IMM/DD/YYI DATE IMMIDDrYYI LIMITS A x GENERAL LIABILITY PREMISES EACH OCCURRENCE $1.000,000 1 71 COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES(Ea occurence) $250,000 CLAIMS MADE 1✓ OCCUR NAF6070138 01/01/26 01/01/27 MED EXP(Any one person) $5,000 AVIATION PERSONAL E ADV INJURY $ 1.000,000 GENERAL AGGREGATE S 1.000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $1,000,000 IPOLICY n PRO- n LOC HANOARKEEPEAS LIABILITY $1.000.000 B ✓ AUTOMOBILE LIABILITY 02-CA-019047089-14 12/28/25 12/28/26 COMBINED SINGLE LIMIT ✓ ANY AUTO (Ea accident) S 1,000,000 ✓ ALL OWNED AUTOS APPROVED AS,TO FORM BODILY INJURY S ✓ SCHEDULED AUTOS (Per person)r:PfZ L. L. ti---- _ J HIRED AUTOS J'y'- BODILY INJURY $ ✓ NON-OWNED AUTOS ,_:,:.-t.-• MICHAEL J.VIGLIOTTA (Per accident) ./ CITY AT"-ORNEY PROPERTY DAMAGE S CITY OF HUNTINGTON BEACH (Peraccidenl) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT S ANY AUTO OTHER THAN EA ACC S • AUTO ONLY; AGG S EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE S IOCCUR CLAIMS MADE AGGREGATE S S DEDUCTIBLE S RETENTION S S WORKERS COMPENSATION AND ✓ TWC - EMPLOYERS'LIABILITY TORY SLIMIT LIMITS I I ERV C ANY PROPRIETOR/PARTNER/EXECUTIVE OCAN03457116 06/17/26 06/17/27 E.L.EACH ACCIDENT S 1.00,000 OFFICEtLMEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE S 1,000,000 If yes,descnbe under ' SPECIAL PROVISIONS Wow E.L.DISEASE-POLICY LIMIT S 1.00,00 OTHER DESCRIPTION OF OPERATIONS/LOCATIONS!VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT!SPECIAL PROVISIONS City of Huntington Beach,its officers,elected or appointed officials,employees,agents and volunteers as additional Insureds. CERTIFICATE HOLDER CANCELLATION CITY OF HUNTINGTON BEACH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION 2000 Main St. DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN Huntington Beach CA 92648 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE �• ACORD 25(2001/08) ©ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 26(2001/08) NAX-29-1124 Page 1 of 1 ADDITIONAL INSURED Policy Number: NAF6070138 Endorsement#: 35 Named Insured: Hangar One Avionics, Inc. Company: Endurance Assurance Corporation Effective Date: 7/2/2026 Aviation Managers: ttiff Date Issued: 7/2/2026 This endorsement is part of your policy and takes effect on the effective date of your policy unless another effective date is shown above. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. In consideration of the premium paid and notwithstanding anything in the policy to the contrary,this endorsement amends the policy as shown below: The following is included as Additional Insured(s) but only to the extent permitted by law and only to the extent of liability imposed upon Additional Insured(s) solely as the result of an act or omission of the Named Insured or its employees in connection with the Named Insureds aviation operations. If coverage provided to the Additional Insured is required by a contract or agreement, the insurance afforded to such Additional Insured will not be broader than that which you are required by the contract or agreement to provide for such Additional Insured. The coverage provided under this Endorsement shall be considered primary and non-contributory from any other Insurance available to the Additional Insured. Nothing in this Endorsement shall prejudice the Company's rights of recourse against the Additional Insureds as manufacturers, repairers, suppliers, or servicing agents where such rights of recourse would have existed had this agreement not been effected. City of Huntington Beach, its officers, elected or appointed officials,employees, agents and volunteers 2000 Main St. Huntington Beach, CA 92648 All other terms and conditions of the policy remain unchanged. THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. End of Endorsement—NAX-29-1124 NAX-29-1124 Endorsement#35 -Page 1 of 1