1 A G R E E M E N T
THIS AGREEMENT ("Agreement"), dated for purposes of identification only this 1st day of February 2025, is made and entered into by and between the CITY OF ANAHEIM, a municipal corporation,
hereinafter referred to as "ANAHEIM,"
A
N
D
HELISTREAM, INC., a California corporation,
hereinafter referred to as "CONTRACTOR."
ANAHEIM and CONTRACTOR are sometimes individually referred to herein as "Party" and collectively as "Parties."
W I T N E S S E T H:
WHEREAS, ANAHEIM is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City of Anaheim; and
WHEREAS, ANAHEIM issued a Request for Proposals (“RFP”) on December 23, 2024, for flight training services; and
WHEREAS, CONTRACTOR submitted a Proposal dated January 20, 2025, which Proposal meets the requirements set forth in the RFP (the “Proposal”); and WHEREAS, ANAHEIM desires to engage CONTRACTOR to provide services related to flight training services, as set forth in the RFP and the Proposal (the “Services”); and WHEREAS, CONTRACTOR possesses the skill, experience, ability, background, certification and knowledge to provide the Services under the terms and conditions set forth herein.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
2 1. DOCUMENTS MADE PART OF AGREEMENT
The RFP and CONTRACTOR’s Proposal, copies of which are maintained the offices of the ANAHEIM Police Department, are hereby made part of this Agreement and incorporated by reference as though fully set forth herein. In the event of a conflict between the RFP, the Proposal, and this Agreement, the order of preference of such documents shall be as follows: 1) this Agreement, 2) the RFP, and 3) CONTRACTOR’s Proposal.
2. SERVICES TO BE PROVIDED BY CONTRACTOR
CONTRACTOR agrees to provide flight training services to ANAHEIM as set forth in the “Scope of Services” attached herein as Exhibit A.
3. TERM
The term of this Agreement shall commence on February 1, 2025, and shall terminate one (1) year thereafter, unless sooner terminated as provided herein ("Initial Term").
This Agreement may be renewed by ANAHEIM, at ANAHEIM’s sole option (subject to the provisions of Paragraph 11 below), for three (3) one-year terms at rates that do not exceed the increase in the published Consumer Price Index (C.P.I.) applicable to the renewal term, unless agreed upon by ANAHEIM. ANAHEIM’s Chief of Police is hereby authorized to exercise ANAHEIM’S options to renew this Agreement by giving written notice of such renewal to CONTRACTOR not less than twenty (20) days prior to expiration of the term of this Agreement.
4. TIME OF PERFORMANCE
Time is of the essence in the performance of this Agreement and the Services shall be performed to completion in a diligent and timely manner. The failure by CONTRACTOR to perform the Services in a diligent and timely manner may result in termination of this Agreement by ANAHEIM.
5. COMPENSATION
5.1 ANAHEIM shall pay CONTRACTOR for the Services rendered, pursuant to this Agreement, in accordance with the “Price Tables” attached hereto as Exhibit B. During the Initial Term, the maximum compensation payable to CONTRACTOR shall not exceed the sum of One Hundred and Fifty Thousand Dollars ($150,000.00). In addition, it is understood and agreed by the parties that full and complete payment for all Services provided pursuant to this Agreement shall not exceed the sum of Six Hundred Thousand Dollars ($600,000.00).
5.2 No Extra Services shall be rendered by CONTRACTOR, unless such Extra Work is first approved by written amendment to this Agreement. As used herein, “Extra Work” means any work that is determined by ANAHEIM to be necessary for the proper completion of the Services, but which is not included within the Scope of Services and which the Parties did not 3 reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work billed on a time and expense basis shall be paid in accordance with billing rates set forth in Exhibit B.
5.3 CONTRACTOR shall submit invoices to ANAHEIM describing the work performed. CONTRACTOR's invoices shall include a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all work billed on an hourly basis, and a description of any reimbursable expenditures. ANAHEIM shall pay CONTRACTOR no later than thirty (30) days after approval of the monthly invoice by ANAHEIM staff.
5.4 All Parties recognize that the continuation of this Agreement after the close of any fiscal year of ANAHEIM, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget.
ANAHEIM does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty shall accrue to ANAHEIM in the event this provision shall be exercised. Should termination be accomplished in accordance with this Section, a settlement shall be negotiated by the Parties based on items delivered, services provided, monies paid and monies due.
6. ADMINISTRATION
This Agreement will be administered by the ANAHEIM Police Department. The following employees of the ANAHEIM Police Department shall be authorized to take the following actions:
6.1 The Chief of Police or his/her designee is authorized to take any action on behalf of ANAHEIM authorized by this Agreement, including, but not limited to authorizing extra work, executing amendments or similar documents, exercising renewal options, negotiating and approving compensation during renewal terms, and terminating Services; provided that the compensation payable to CONTRACTOR as a result of these actions does not exceed the amount(s) set forth in paragraph 5 above.
6.2 The Air Support Lieutenant shall be the Project Administrator. The Project Administrator shall have the power to review and approve all Services performed by CONTRACTOR under this Agreement. The Project Administrator is not authorized to approve extra work, changes to compensation or rates, or renew or terminate of Services under this Agreement.
7. STANDARD OF CARE
7.1 CONTRACTOR shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being 4 employed by professionals in the same discipline in the State of California. CONTRACTOR represents and maintains that it is skilled in the professional calling necessary to perform the Services. CONTRACTOR warrants that all employees and subcontractors, if any, shall have sufficient skill and experience to perform the Services assigned to them. By delivery of completed work, CONTRACTOR certifies that the work conforms to the requirements of this Agreement; all applicable federal, state and local laws; and the professional standard of care.
7.2 CONTRACTOR represents and warrants to ANAHEIM that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of CONTRACTOR to practice its profession. CONTRACTOR shall maintain a City of Anaheim business license during the term of this Agreement.
8. FAMILIARITY WITH WORK
By executing this Agreement, CONTRACTOR represents and warrants that CONTRACTOR: (i) has thoroughly investigated and considered the Services to be performed; (ii) has carefully considered how the Services should be provided; and (iii) fully understands the facilities, difficulties and restrictions attending the provision of the Services under this Agreement.
Should CONTRACTOR discover any latent or unknown conditions materially differing from those inherent in the provision of such Services or as represented by ANAHEIM, CONTRACTOR shall immediately inform ANAHEIM of such fact and shall not proceed except at CONTRACTOR’s risk until written instructions are received from ANAHEIM.
9. INDEPENDENT CONTRACTOR
9.1 Neither ANAHEIM nor any of its employees shall have any control over the manner, mode or means by which CONTRACTOR, its agents or employees, perform the services required herein, except as otherwise set forth herein. Except as expressly provided herein, ANAHEIM shall have no voice in the selection, discharge, supervision or control of CONTRACTOR’s employees, servants, representatives or agents, or in fixing their number, compensation or hours of service. CONTRACTOR shall perform all services required herein as an independent contractor of ANAHEIM and shall remain at all times, as to ANAHEIM, a wholly independent contractor with only such obligations as are consistent with that role. CONTRACTOR shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of ANAHEIM. ANAHEIM shall not in any way or for any purpose become or be deemed to be a partner of CONTRACTOR in its business or otherwise or a joint venturer or a member of any joint enterprise with CONTRACTOR.
9.2 In consideration for the compensation paid to CONTRACTOR by ANAHEIM, CONTRACTOR agrees that ANAHEIM shall not be liable or responsible for any benefits, including, but not limited to, worker’s compensation, disability, retirement, life, unemployment, health or any other benefits, and CONTRACTOR agrees that it shall not sue or 5 file a claim, petition or application therefor against ANAHEIM or any of its officers, employees, agents, representatives or sureties.
10. INSURANCE
10.1 Without limiting ANAHEIM’s right to indemnification, it is agreed that CONTRACTOR shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
.01 Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence. .02 Aircraft Liability Coverage. Contractor shall maintain aircraft liability insurance in an amount not less than one million dollars ($1,000,000) combined single limits, including passengers.
.03 Commercial/Comprehensive General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, Sexual Abuse and Molestation and Independent Consultant’s/Contractor’s liability where appropriate, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis, but may include a deductible or self-insured retention of more than $10,000 per occurrence, provided that such deductible or self-insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement. .04 Comprehensive Automobile Liability Coverage including—as applicable—owned, non-owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit, as required by California law. .05 Professional Liability Insurance inclusive of Cyber Liability, in an amount not less than $2,000,000 per occurrence or per claim. Such insurance shall be written on a primary basis, but may include a deductible or self-insured retention of more than $10,000 per occurrence, provided that such deductible or self-insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement.
Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted for approval by ANAHEIM’s Risk Manager prior to the inception of the final Agreement.
10.2 Each insurance policy required by this Agreement shall contain the following clause or shall otherwise provide for the following conditions: “This insurance shall not be cancelled, or limited in scope or coverage, until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805, 6 except in the event of cancellation for non-payment of premium which shall provide for not less than ten (10) days' notice.”
10.3 Each insurance policy required by this Agreement, excepting policies for Professional Liability and Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
.01 “It is agreed that any insurance maintained by CONTRACTOR, pursuant to this Agreement, shall be primary to, and not contribute with, any insurance or self- insurance maintained by the City of Anaheim.”
.02 “The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM-designated volunteers are added as additional insureds as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.”
10.4 Prior to commencing any work under this Agreement, CONTRACTOR shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONTRACTOR shall provide ANAHEIM (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an A. M. Best’s rating of A VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that CONTRACTOR shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.
10.5 In addition to other remedies ANAHEIM may have if CONTRACTOR fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:
.01 Order CONTRACTOR to stop work under this Agreement and/or withhold any payment(s) which become due to CONTRACTOR hereunder until CONTRACTOR demonstrates compliance with the requirements hereof; or .02 Terminate this Agreement.
7 Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONTRACTOR’s failure to maintain insurance or secure appropriate endorsements.
10.6 Nothing herein contained shall be construed as limiting in any way the extent to which CONTRACTOR may be held responsible for payments of damages to persons or property resulting from CONTRACTOR’s, (or CONTRACTOR’s contractors/subcontractor, if any) performance of the work covered under this Agreement.
10.7 In the event CONTRACTOR hires other persons or firms to perform some of the work related to this Agreement, CONTRACTOR shall ensure, and certify to ANAHEIM in writing that: (i) the acts or omissions of such persons or firms are covered under the above- referenced liability insurance; or (ii) such firms maintain insurance equal to or better than, and subject to the same limits, terms and conditions as, the insurance required of CONTRACTOR under this Agreement (except for firms which are not performing professional services-such firms shall not be required to carry the above-referenced professional liability insurance); and in either instance, CONTRACTOR shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.
10.8 ANAHEIM’s Risk Manager is hereby authorized to amend the requirements set forth herein in the event he determines that such amendment is in ANAHEIM’s best interest.
11. INDEMNIFICATION
11.1 As respects acts, errors or omissions in the performance of professional services, CONTRACTOR agrees to indemnify and hold harmless ANAHEIM, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, directly arising out of the negligent acts, errors or omissions of the CONTRACTOR or any SUB-AGENT in the performance of professional services under this Agreement.
11.2 As respects all acts, errors or omissions that do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance, CONTRACTOR agrees to indemnify, defend (at ANAHEIM'S option), and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with CONTRACTOR’S (or CONTRACTOR'S AGENT or SUB-AGENT, if any) acts, errors, omissions, or work, relative to this Agreement; except for those Claims that arise out of the sole negligence or willful misconduct of ANAHEIM. 8 11.3 The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether or not ANAHEIM, CONTRACTOR, or any other person maintains, or fails to maintain, insurance coverage, or a self-insurance program, for any such Claims; and (ii) shall survive the termination of this Agreement.
12. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
The Parties recognize that a substantial inducement to ANAHEIM for entering into this Agreement is the professional reputation, experience and competence of CONTRACTOR.
Neither the whole nor any interest in, nor any of the rights or privileges granted under this Agreement shall be assigned, transferred or encumbered in any way without the prior written consent of ANAHEIM. Any such purported assignment, transfer, encumbrance, pledge, subuse, or permission given without such consent shall be void as to ANAHEIM. If ANAHEIM approves an assignment or transfer, this Agreement and the covenants and conditions contained herein shall be binding upon and inure to the benefit of and shall apply to the permitted successors and assigns of CONTRACTOR.
13. SUBCONTRACTING
CONTRACTOR shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of ANAHEIM. CONTRACTOR shall be fully responsible to ANAHEIM for all acts and omissions of any approved subcontractor.
Nothing in this Agreement shall create any contractual relationship between ANAHEIM and subcontractor nor shall it create any obligation on the part of ANAHEIM to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law.
ANAHEIM is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between the subcontractor and ANAHEIM pursuant to this Agreement.
14. CONFIDENTIALITY
All documents, including employee information or data and reports or communications that result from the Services provided under this Agreement, shall be kept confidential by CONTRACTOR unless ANAHEIM authorizes, in writing, the release of said information.
15. RECORDS
CONTRACTOR shall keep records and invoices in connection with the work to be performed under this Agreement. CONTRACTOR shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to ANAHEIM, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to CONTRACTOR under this Agreement. 9 All such records and invoices shall be clearly identifiable. CONTRACTOR shall allow a representative of ANAHEIM to examine, audit and make transcripts or copies of such records and any other documents created, pursuant to this Agreement, during regular business hours.
CONTRACTOR shall allow inspection of all work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to CONTRACTOR under this Agreement.
16. WITHHOLDINGS
ANAHEIM may withhold payment to CONTRACTOR of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. CONTRACTOR shall not discontinue work as a result of such withholding. CONTRACTOR shall have an immediate right to appeal to the City Manager or his/her designee with respect to such disputed sums.
CONTRACTOR shall be entitled to receive interest on any withheld sums at the rate of return that ANAHEIM earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld.
17. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional inexperience of CONTRACTOR which result in expense to ANAHEIM greater than what would have resulted if there were not errors or omissions in the work accomplished by CONTRACTOR, the additional cost and expense shall be borne by CONTRACTOR. Nothing in this paragraph is intended to limit ANAHEIM’s rights under the law or any other sections of this Agreement.
18. ANAHEIM'S RIGHT TO EMPLOY OTHER CONTRACTORS
CONTRACTOR acknowledges and agrees that this Agreement and the provision of services hereunder are nonexclusive and that ANAHEIM may enter into similar agreements with other entities for the provision of similar services.
19. CONFLICTS OF INTEREST
19.1 CONSULTANT represents that neither it nor any of its officers, partners or employees has a financial interest, as defined in Section 87103 of the Government Code, in the subject matter of this Agreement other than the right to receive payment from ANAHEIM for services rendered.
19.2 CONSULTANT agrees that it shall not make, participate in making, nor in any way attempt to use its position as consultant to influence any decision of ANAHEIM in which CONSULTANT knows, or has reason to know, that any of its officers, partners or employees has a financial interest as defined in Section 87103 of the Government Code. 10 19.3 CONSULTANT warrants that neither CONSULTANT nor any of its officers, partners or employees, has any financial interest in any real property, building or structure within 2,500 feet of the location of any project or assignment to which this Agreement may apply in the City of Anaheim. CONSULTANT agrees to disclose to ANAHEIM any financial interest in such property as may be acquired by its officers, partners or employees during the term of this Agreement.
20. NOTICES
All notices, demands or other writings to be made, given or sent hereunder, or which may be so given or made or sent by either ANAHEIM or CONTRACTOR to the other shall be deemed to have been given when in writing and personally delivered or if mailed on the third (3rd) day after being deposited in the United States mail, certified or registered, postage prepaid, and addressed to the respective Parties at the following addresses:
If to ANAHEIM: Anaheim City Clerk
City of Anaheim
200 S. Anaheim Boulevard, 2nd Floor
Anaheim, CA 92805
With copies to: Anaheim Police Department
Air Support Lieutenant
425 S. Harbor Boulevard
Anaheim, CA 92805
To CONTRACTOR: HeliStream, Inc.
Attn.: Rod Andersen
3000 Airway Avenue, Suite 350
Costa Mesa, CA 92626
21. ENFORCEMENT OF AGREEMENT
21.1 Events of Default.
.01 For purposes of this Section 23, the word “Default” shall mean the failure of CONTRACTOR to perform any of CONTRACTOR’s duties or obligations or the breach by CONTRACTOR of any of the terms and conditions set forth in this Agreement. In addition, CONTRACTOR shall be deemed to be in Default upon CONTRACTOR’s (i) application for, consent to, or suffering of, the appointment of a receiver, trustee or liquidator for all or a substantial portion of its assets; (ii) making a general assignment for the benefit of creditors; (iii) being adjudged bankrupt; (iv) filing a voluntary petition or suffering an involuntary petition under any bankruptcy, arrangement, reorganization or insolvency law (unless in the case of an involuntary petition, the same is dismissed within thirty (30) days of such filing); or (v) suffering or permitting 11 to continue unstayed and in effect for fifteen (15) consecutive days any attachment, levy, execution or seizure of all or a substantial portion of CONTRACTOR’s assets or of CONTRACTOR’s interests hereunder.
.02 ANAHEIM shall not be deemed to be in Default in the performance of any obligation required to be performed by ANAHEIM hereunder unless and until ANAHEIM has failed to perform such obligation for a period of thirty (30) days after receipt of written notice from CONTRACTOR specifying in reasonable detail the nature and extent of any such failure; provided, however, that if the nature of ANAHEIM’s obligation is such that more than thirty (30) days are required for its performance, then ANAHEIM shall not be deemed to be in Default if ANAHEIM shall commence to cure such performance within such thirty (30) day period and thereafter diligently prosecute the same to completion.
21.2 Immediate Termination for CONTRACTOR’s Default. In the event of any Default by CONTRACTOR, ANAHEIM may immediately terminate this Agreement. Such termination shall be effective immediately upon receipt by CONTRACTOR of written notice from ANAHEIM. In such event, CONTRACTOR shall have no further rights hereunder, and ANAHEIM shall have all other rights and remedies as provided by law.
21.3 Termination Without Cause. ANAHEIM may terminate this Agreement at any time without the necessity of cause or Default by giving seven (7) days notice in writing to CONTRACTOR. In such event, the Parties shall have no further rights hereunder, except that CONTRACTOR shall be paid for all services adequately rendered prior to such termination.
CONTRACTOR may not terminate this Agreement except for cause.
22. COMPLIANCE WITH ALL LAWS
CONTRACTOR shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all work prepared by CONTRACTOR shall conform to applicable local, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator.
23. WAIVER
A waiver by either Party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character.
24. INTEGRATED CONTRACT
This Agreement and the Exhibits hereto contain the entire agreement of ANAHEIM and CONTRACTOR with respect to the matters covered hereby, and no agreement, statement or promise made by either ANAHEIM or CONTRACTOR which is not contained herein, shall be 12 valid or binding. No prior agreement, understanding or representation pertaining to any such matter shall be effective for any purpose.
25. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement and the Exhibits, or any other attachments attached hereto, the terms of this Agreement shall govern.
26. INTERPRETATION
Each Party acknowledges that he/she/it has had the benefit of advice of competent legal counsel with respect to its decision to enter this Agreement. The provisions of this Agreement shall be interpreted to give effect to their fair meaning and shall be construed as prepared by both Parties.
27. AMENDMENTS
This Agreement may be modified or amended only by a written document executed by both CONTRACTOR and ANAHEIM and approved as to form by the City Attorney.
28. SEVERABILITY
If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of its terms and provisions to persons and circumstances other than those to which it has been held invalid or unenforceable shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
29. REMEDIES CUMULATIVE
The remedies given to ANAHEIM and CONTRACTOR herein shall be cumulative and are given without impairing any other rights given ANAHEIM or CONTRACTOR by statute or law now existing or hereafter enacted and the exercise on any one (1) remedy by ANAHEIM or CONTRACTOR shall not exclude the exercise of any other remedy.
30. NO THIRD PARTY BENEFICIARIES
The Parties intend that neither rights nor remedies be granted to any third party as a beneficiary of this Agreement or of any covenant, duty, obligation or undertaking established herein.
13 31. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange.
32. DISCRIMINATION
CONTRACTOR agrees not to discriminate against any person or class of persons by reason of sex, color, race, creed, religion, marital status, handicap, ancestry, national origin or other prohibited basis in its provision of Services or hiring of subcontractors or employees. To the extent this Agreement provides that CONTRACTOR offer accommodations or services to the public, such accommodations or services shall be offered by CONTRACTOR to the public on fair and reasonable terms.
33. AUTHORITY
Each individual executing this Agreement on behalf of a corporation, nonprofit corporation, partnership or other entity or organization, represents and warrants the he or she is duly authorized to execute and deliver this Agreement on behalf of such entity or organization and that this Agreement is binding upon the same in accordance with its terms. CONTRACTOR shall, at ANAHEIM’s request, deliver a certified copy of the governing board’s resolution or certificate authorizing or evidencing such execution.
34. EFFECTIVE DATE
This Agreement shall be effective on February 1, 2025 ("Effective Date"). [SIGNATURES ON FOLLOWING PAGE]
14 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.
CITY OF ANAHEIM
a municipal corporationDATE OF EXECUTION:
By:
Ashleigh Aitken, Mayor
“ANAHEIM”
ATTEST:
By: _
City Clerk of Anaheim
HELISTREAM, INC. DATE OF EXECUTION:
By: _____________________________________
Printed Name: _____________________________
Title: ___________________________________
“CONTRACTOR”
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By:
Kristin Pelletier
Chief Assistant City Attorney, Civil Division
Dated:
Attachments: Exhibit A – Scope of Services
Exhibit B – Price Tables
15 EXHIBIT A
STARTS AFTER THIS PAGE
16 SCOPE OF SERVICES
The Contractor is to provide Flight Training Services for the City of Anaheim Police Department per the scope of work outlined below:
CONTRACTOR RESPONSIBILITIES
A. Contractor shall provide all aircraft, materials, and certified instructions required for training.
B. Contractor shall ensure compliance with FAA regulations and maintain accurate training records for APD personnel.
C. Contractor shall maintain all applicable licenses and permits as required to operate and provide flight and ground training throughout the term of the Contract and provide proof of said training at the request of the APD.
D. Contractor shall possess and maintain throughout the term of this Contract valid FAA approved flight school certificates as prescribed in Code of Federal Regulations (CFR) 14 part 61 of the Federal Aviation Regulations (FAR), necessary to conduct the level of training required by this Contract.
E. Contractor shall report any certification lapses, suspensions, failures, etc. to the APD within 24 hours of notification.
F. Contractor shall provide Private Pilot Rotorcraft Helicopter Flight and Ground Training for Police Officer Students that includes dual instruction, solo instruction, ground instruction, and aircraft rental for practical test with a Contractor-owned Robinson R22.
G. Contractor shall provide Instrument Flight Training with IFR dual and ground instruction with a Contractor-owned Robinson R22.
H. Contractor shall provide additional training after completion of private pilot training with a Contractor-owned Robinson R22
I. Contractor shall provide AS350 Emergency Procedures Training with dual and ground instruction with a Contractor-owned AS350.
J. Contractor shall provide Night Vision Goggle (NVG) Flight Instruction with dual and ground instruction with the APD’s aircraft.
K. Contractor shall provide training services with a Certified Flight Instructor (CFI) Initial Training Course with the following:
1. Dual and ground instruction
2. Contractor aircraft for touchdown auto-rotations
17 3. Two FAA Knowledge Exams
4. DPE fee for practical test
5. Textbooks and training aids
L. Contractor shall have a primary and secondary flight instructor assigned to the APD’s Contract that has and maintains a current FAA Certified Flight Instructor license, possesses a minimum second-class flight medical, and has no fewer than three hundred (300) flight hours, which can be a combination of fixed wing and rotary wing hours.
M. Contractor shall have an FAA CFII available as needed for instrument training as required by the APD. The CFII shall meet the same minimum certification requirements and flight hours required of primary and secondary flight instructors.
N. The APD reserves the right to replace a CFI or CFII for any reason stated or not stated for any and all future training of Police Officer Students. The APD will allow the Contractor up to fourteen (14) calendar days to identify and retain a suitable replacement instructor upon the APD’s approval.
O. Contractor shall maintain at least one (1) airframe and power plant FAA certified mechanic available during normal business hours (Monday through Friday between 0800-1700) to ensure aircraft availability for instruction.
P. Contractor shall have a stand-alone safety policy, company-wide training in SMS, and an actively improving SMS integration within sixty (60) days of the execution of this Contract and maintain the SMS throughout the Contract term.
Q. Contractor shall have available a minimum of two (2) training helicopters on hand to ensure aircraft are available for instruction. The aircraft must be a Robinson R-22 Beta II or equivalent for primary training.
R. Contractor shall maintain a training facility within Orange County, CA and facility personnel shall be available for scheduling police officer students seven (7) days per week as needed for both day and night training as required by the FAA.
18 EXHIBIT B