SERVICES AGREEMENT
HANGAR ONE AVIONICS, INC.
Helicopter Maintenance
THIS SERVICES AGREEMENT (“Agreement”) is made and entered into this ______ day of ________________, 20___ (“Effective Date”), by and between the CITY OF RIVERSIDE (“City”), a California charter city and municipal corporation, and HANGAR ONE AVIONICS, INC., a California corporation (“Vendor”).
1. Scope of Services. City agrees to retain and does hereby retain Vendor and Vendor agrees to provide the services more particularly described in Exhibit “A,” “Scope of Services” (“Services”), attached hereto and incorporated herein by reference, in conjunction with the helicopter maintenance (“Service”).
2. Term. This Agreement shall be effective on the date first written above and shall remain in effect until June 30, 2027, unless otherwise terminated pursuant to the provisions herein.
3. Compensation/Payment. Vendor shall perform the Services under this Agreement for the total sum not to exceed Three Hundred Thousand and Two Hundred Forty-Eight Dollars ($300,248) payable in accordance with the terms set forth in Exhibit “B.” Said payment shall be made in accordance with City’s usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed. The invoices shall be delivered to City at the address set forth in Section 4 hereof.
4. Notices. Any notices required to be given, hereunder shall be in writing and shall be personally served or given by mail. Any notice given by mail shall be deemed given when deposited in the United States Mail, certified and postage prepaid, addressed to the party to be served as follows:
To City To Vendor
City of Riverside
Police Department
Attn: Brandi Becker
4102 Orange Street
Riverside, CA 92501
Hangar One Avionics, Inc.
Attn: Ken Piland
2026 Palomar Airport Road
Carlsbad, CA 92011
2 5. Prevailing Wage. If applicable, Vendor and all subcontractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code and implemented by Resolution No. 13346 of the City Council of the City of Riverside. The Director’s determination is available on-line at www.dir.ca.gov/dlsr/DPreWageDetermination.htm and is referred to and made a part hereof; the wage rates therein ascertained, determined, and specified are referred to and made a part hereof as though fully set forth herein.
6. Contract Administration. A designee of the City will be appointed in writing by the City Manager or Department Director to administer this Agreement on behalf of City and shall be referred to herein as Contract Administrator.
7. Standard of Performance. While performing the Services, Vendor shall exercise the reasonable professional care and skill customarily exercised by reputable members of Vendor’s profession practicing in the Metropolitan Southern California Area, and shall use reasonable diligence and best judgment while exercising its professional skill and expertise.
8. Personnel. Vendor shall furnish all personnel necessary to perform the Services and shall be responsible for their performance and compensation. Vendor recognizes that the qualifications and experience of the personnel to be used are vital to professional and timely completion of the Services. The key personnel listed in Exhibit “C” attached hereto and incorporated herein by this reference and assigned to perform portions of the Services shall remain assigned through completion of the Services, unless otherwise mutually agreed by the parties in writing, or caused by hardship or resignation in which case substitutes shall be subject to City approval.
9. Assignment and Subcontracting. Neither party shall assign any right, interest, or obligation in or under this Agreement to any other entity without prior written consent of the other party. In any event, no assignment shall be made unless the assignee expressly assumes the obligations of assignor under this Agreement, in a writing satisfactory to the parties. Vendor acknowledges that any assignment may, at the City’s sole discretion, require City Manager and/or City Council approval. Vendor shall not subcontract any portion of the work required by this Agreement without prior written approval by the responsible City Contract Administrator.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 12. The Vendor acknowledges and agrees that the City is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between any subcontractor and the City.
10. Independent Contractor. In the performance of this Agreement, Vendor, and Vendor’s employees, subcontractors and agents, shall act in an independent capacity as independent contractors, and not as officers or employees of the City of Riverside. Vendor acknowledges and agrees that the City has no obligation to pay or withhold state or federal taxes or to provide workers’ compensation or unemployment insurance to Vendor, or to Vendor’s 3 employees, subcontractors and agents. Vendor, as an independent contractor, shall be responsible for any and all taxes that apply to Vendor as an employer.
11. Indemnification. 11.1 Design Professional Defined. For purposes of this Agreement, “Design Professional” includes the following:
A. An individual licensed as an architect pursuant to Chapter 3 (commencing with Section 5500) of Division 3 of the Business and Professions Code, and a business entity offering architectural services in accordance with that chapter.
B. An individual licensed as a landscape architect pursuant to Chapter
3.5 (commencing with Section 5615) of Division 3 of the Business and Professions Code, and a business entity offering landscape architectural services in accordance with that chapter.
C. An individual registered as a professional engineer pursuant to Chapter 7 (commencing with Section 6700) of Division 3 of the Business and Professions Code, and a business entity offering professional engineering services in accordance with that chapter.
D. An individual licensed as a professional land surveyor pursuant to Chapter 15 (commencing with Section 8700) of Division 3 of the Business and Professions Code, and a business entity offering professional land surveying services in accordance with that chapter.
11.2 Defense Obligation For Design Professional Liability. Vendor agrees, at its cost and expense, to promptly defend the City, and the City’s employees, officers, managers, agents and council members (collectively the "Parties to be Defended") from and against any and all claims, allegations, lawsuits, arbitration proceedings, administrative proceedings, regulatory proceedings, or other legal proceedings to the extent the same arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Vendor, or anyone employed by or working under the Vendor or for services rendered to the Vendor in the performance of the Agreement, notwithstanding that the City may have benefited from its work or services and whether or not caused in part by the negligence of an Indemnified Party. Vendor agrees to provide this defense immediately upon written notice from the City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. Vendor will reimburse City for reasonable defense costs for claims arising out of Vendor’s professional negligence based on the percentage of Vendor’s liability. This obligation to defend as set forth herein is binding on the successors, assigns and heirs of Vendor and shall survive the termination of Vendor’s Services under this Agreement.
11.3 Indemnity For Design Professional Liability. When the law establishes a professional standard of care for Vendor’s services, to the fullest extent permitted by law, Vendor shall indemnify, protect and hold harmless the City and the City’s employees, officers, managers, 4 agents, and Council Members (“Indemnified Parties”) from and against any and all claim for damage, charge, lawsuit, action, judicial, administrative, regulatory or arbitration proceeding, damage, cost, expense (including counsel and expert fees), judgment, civil fines and penalties, liabilities or losses of any kind or nature whatsoever to the extent the same arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Vendor, or anyone employed by or working under the Vendor or for services rendered to the Vendor in the performance of the Agreement, notwithstanding that the City may have benefited from its work or services and whether or not caused in part by the negligence of an Indemnified Party.
11.4 Defense Obligation For Other Than Design Professional Liability. Vendor agrees, at its cost and expense, to promptly defend the City, and the City’s employees, officers, managers, agents and council members (collectively the “Parties to be Defended”) from and against any and all claims, allegations, lawsuits, arbitration proceedings, administrative proceedings, regulatory proceedings, or other legal proceedings which arise out of, or relate to, or are in any way connected with: 1) the Services, work, activities, operations, or duties of the Vendor, or of anyone employed by or working under the Vendor, or 2) any breach of the Agreement by the Vendor. This duty to defend shall apply whether or not such claims, allegations, lawsuits or proceedings have merit or are meritless, or which involve claims or allegations that any or all of the Parties to be Defended were actively, passively, or concurrently negligent, or which otherwise assert that the Parties to be Defended are responsible, in whole or in part, for any loss, damage or injury. Vendor agrees to provide this defense immediately upon written notice from the City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. This obligation to defend as set forth herein is binding on the successors, assigns and heirs of Vendor and shall survive the termination of Vendor’s Services under this Agreement.
11.5 Indemnity For Other Than Design Professional Liability. Except as to the sole negligence or willful misconduct of the City, Vendor agrees to indemnify, protect and hold harmless the Indemnified Parties from and against any claim for damage, charge, lawsuit, action, judicial, administrative, regulatory or arbitration proceeding, damage, cost, expense (including counsel and expert fees), judgment, civil fine and penalties, liabilities or losses of any kind or nature whatsoever whether actual, threatened or alleged, which arise out of, pertain to, or relate to, or are a consequence of, or are attributable to, or are in any manner connected with the performance of the Services, work, activities, operations or duties of the Vendor, or anyone employed by or working under the Vendor or for services rendered to Vendor in the performance of this Agreement, notwithstanding that the City may have benefited from its work or services. This indemnification provision shall apply to any acts, omissions, negligence, recklessness, or willful misconduct, whether active or passive, on the part of the Vendor or anyone employed or working under the Vendor.
12. Insurance. 12.1 General Provisions. Prior to the City’s execution of this Agreement, Vendor shall provide satisfactory evidence of, and shall thereafter maintain during the term of this Agreement, such insurance policies and coverages in the types, limits, forms and ratings required herein. The rating and required insurance policies and coverages may be modified in writing by 5 the City’s Risk Manager or City Attorney, or a designee, unless such modification is prohibited by law.
12.1.1 Limitations. These minimum amounts of coverage shall not constitute any limitation or cap on Vendor’s indemnification obligations under Section 11 hereof.
12.1.2 Ratings. Any insurance policy or coverage provided by Vendor or subcontractors as required by this Agreement shall be deemed inadequate and a material breach of this Agreement, unless such policy or coverage is issued by insurance companies authorized to transact insurance business in the State of California with a policy holder’s rating of A or higher and a Financial Class of VII or higher.
12.1.3 Cancellation. The policies shall not be canceled unless thirty (30) days’ prior written notification of intended cancellation has been given to City by certified or registered mail, postage prepaid.
12.1.4 Adequacy. The City, its officers, employees and agents make no representation that the types or limits of insurance specified to be carried by Vendor pursuant to this Agreement are adequate to protect Vendor. If Vendor believes that any required insurance coverage is inadequate, Vendor will obtain such additional insurance coverage as Vendor deems adequate, at Vendor’s sole expense.
12.2 Workers’ Compensation Insurance. By executing this Agreement, Vendor certifies that Vendor is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers’ compensation, or to undertake self-insurance before commencing any of the work. Vendor shall carry the insurance or provide for self-insurance required by California law to protect said Vendor from claims under the Workers’ Compensation Act. Prior to City’s execution of this Agreement, Vendor shall file with City either 1) a certificate of insurance showing that such insurance is in effect, or that Vendor is self-insured for such coverage, or 2) a certified statement that Vendor has no employees, and acknowledging that if Vendor does employ any person, the necessary certificate of insurance will immediately be filed with City. Any certificate filed with City shall provide that City will be given ten (10) days’ prior written notice before modification or cancellation thereof.
12.3 Commercial General Liability Insurance. Prior to City’s execution of this Agreement, Vendor shall obtain, and shall thereafter maintain during the term of this Agreement, commercial general liability insurance as required to insure Vendor against damages for personal injury, including accidental death, as well as from claims for property damage, which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Vendor. The City, and its officers, employees and agents, shall be named as additional insureds under the Vendor’s insurance policies.
12.3.1 Vendor’s commercial general liability insurance policy shall cover both bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products-completed operations liability, independent contractor’s liability, personal injury liability, and contractual liability) in an amount not less than $1,000,000 per occurrence and a general aggregate limit in the amount of not less than $2,000,000. 6 12.3.2 [Intentionally omitted].
12.3.3 Prior to City’s execution of this Agreement, copies of insurance policies or original certificates along with additional insured endorsements acceptable to the City evidencing the coverage required by this Agreement for commercial general liability insurance shall be filed with City and shall include the City and its officers, employees and agents, as additional insureds. Said policies shall be in the usual form of commercial general liability insurance policies, but shall include the following provisions:
It is agreed that the City of Riverside, and its officers, employees and agents, are added as additional insureds under this policy, solely for work done by and on behalf of the named insured for the City of Riverside.
12.3.4 The insurance policy or policies shall also comply with the following provisions:
a. The policy shall be endorsed to waive any right of subrogation against the City and its sub-Vendors, employees, officers and agents for services performed under this Agreement.
b. If the policy is written on a claims made basis, the certificate should so specify and the policy must continue in force for one year after completion of the services. The retroactive date of coverage must also be listed.
c. The policy shall specify that the insurance provided by Vendor will be considered primary and not contributory to any other insurance available to the City and Endorsement No. CG
20010413 shall be provided to the City.
12.4 Errors and Omissions Insurance. Prior to City’s execution of this Agreement, Vendor shall obtain, and shall thereafter maintain during the term of this Agreement, errors and omissions professional liability insurance in the minimum amount of $1,000,000 to protect the City from claims resulting from the Vendor’s activities.
12.5 Subcontractors’ Insurance. Vendor shall require all of its subcontractors to carry insurance, in an amount sufficient to cover the risk of injury, damage or loss that may be caused by the subcontractors’ scope of work and activities provided in furtherance of this Agreement, including, but without limitation, the following coverages: Workers Compensation, Commercial General Liability, Errors and Omissions, and Automobile liability. Upon City’s request, Vendor shall provide City with satisfactory evidence that Subcontractors have obtained insurance policies and coverages required by this section.
13. [Intentionally Omitted]
7 14. Time of Essence. Time is of the essence for each and every provision of this Agreement.
15. City’s Right to Employ Other Vendors. City reserves the right to employ other Vendors in connection with the Project. If the City is required to employ another Vendor to complete Vendor’s work, due to the failure of the Vendor to perform, or due to the breach of any of the provisions of this Agreement, the City reserves the right to seek reimbursement from Vendor.
16. Accounting Records. Vendor shall maintain complete and accurate records with respect to costs incurred under this Agreement. All such records shall be clearly identifiable.
Vendor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Vendor 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 under this Agreement.
17. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other materials either created by or provided to Vendor in connection with the performance of this Agreement shall be held confidential by Vendor, except as otherwise directed by City’s Contract Administrator. Nothing furnished to Vendor which is otherwise known to the Vendor or is generally known, or has become known, to the related industry shall be deemed confidential.
Vendor shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production, website, or other similar medium without the prior written consent of the City.
18. Ownership of Documents. All reports, maps, drawings and other contract deliverables prepared under this Agreement by Vendor shall be and remain the property of City.
Vendor shall not release to others information furnished by City without prior express written approval of City.
19. Copyrights. Vendor agrees that any work prepared for City which is eligible for copyright protection in the United States or elsewhere shall be a work made for hire. If any such work is deemed for any reason not to be a work made for hire, Vendor assigns all right, title and interest in the copyright in such work, and all extensions and renewals thereof, to City, and agrees to provide all assistance reasonably requested by City in the establishment, preservation and enforcement of its copyright in such work, such assistance to be provided at City's expense but without any additional compensation to Vendor. Vendor agrees to waive all moral rights relating to the work developed or produced, including without limitation any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications.
20. Conflict of Interest. Vendor, for itself and on behalf of the individuals listed in Exhibit “C,” represents and warrants that by the execution of this Agreement, they have no interest, present or contemplated, in the Project affected by the above-described Services. Vendor further 8 warrants that neither Vendor, nor the individuals listed in Exhibit “C” have any real property, business interests or income interests that will be affected by this project or, alternatively, that Vendor will file with the City an affidavit disclosing any such interest.
21. Solicitation. Vendor warrants that Vendor has not employed or retained any person or agency to solicit or secure this Agreement, nor has it entered into any agreement or understanding for a commission, percentage, brokerage, or contingent fee to be paid to secure this Agreement. For breach of this warranty, City shall have the right to terminate this Agreement without liability and pay Vendor only for the value of work Vendor has actually performed, or, in its sole discretion, to deduct from the Agreement price or otherwise recover from Vendor the full amount of such commission, percentage, brokerage or commission fee. The remedies specified in this section shall be in addition to and not in lieu of those remedies otherwise specified in this Agreement.
22. General Compliance With Laws. Vendor shall keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Vendor, or in any way affect the performance of services by Vendor pursuant to this Agreement.
Vendor shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. Vendor represents and warrants that Vendor has obtained all necessary licenses to perform the Scope of Services and that such licenses are in good standing. Vendor further represents and warrants that the services provided herein shall conform to all ordinances, policies and practices of the City of Riverside.
23. Waiver. No action or failure to act by the City shall constitute a waiver of any right or duty afforded City under this Agreement, nor shall any such action or failure to act constitute approval of or acquiescence in any breach thereunder, except as may be specifically, provided in this Agreement or as may be otherwise agreed in writing.
24. Amendments. This Agreement may be modified or amended only by a written agreement and/or change order executed by the Vendor and City.
25. Termination. City, by notifying Vendor in writing, shall have the right to terminate any or all of Vendor’s services and work covered by this Agreement at any time. In the event of such termination, Vendor may submit Vendor’s final written statement of the amount of Vendor’s services as of the date of such termination based upon the ratio that the work completed bears to the total work required to make the report complete, subject to the City’s rights under Sections 15 and 26 hereof. In ascertaining the work actually rendered through the termination date, City shall consider completed work, work in progress and complete and incomplete reports and other documents only after delivered to City.
25.1 Other than as stated below, City shall give Vendor thirty (30) days’ prior written notice prior to termination.
25.2 City may terminate this Agreement upon fifteen (15) days’ written notice to Vendor, in the event:
9 25.2.1 Vendor substantially fails to perform or materially breaches the Agreement; or
25.2.2 City decides to abandon or postpone the Project.
26. Offsets. Vendor acknowledges and agrees that with respect to any business tax or penalties thereon, utility charges, invoiced fee or other debt which Vendor owes or may owe to the City, City reserves the right to withhold and offset said amounts from payments or refunds or reimbursements owed by City to Vendor. Notice of such withholding and offset, shall promptly be given to Vendor by City in writing. In the event of a dispute as to the amount owed or whether such amount is owed to the City, City will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved.
27. Successors and Assigns. This Agreement shall be binding upon City and its successors and assigns, and upon Vendor and its permitted successors and assigns, and shall not be assigned by Vendor, either in whole or in part, except as otherwise provided in paragraph 9 of this Agreement.
28. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in the Superior Court, County of Riverside, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. In the event either party hereto shall bring suit to enforce any term of this Agreement or to recover any damages for and on account of the breach of any term or condition of this Agreement, it is mutually agreed that each party will bear their own attorney’s fees and costs.
29. Nondiscrimination. During Vendor’s performance of this Agreement, Vendor shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex, genetic information, gender, gender identity, gender expression, or sexual orientation, military and veteran status, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code. Further, Vendor agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.
30. Severability. Each provision, term, condition, covenant and/or restriction, in whole and in part, of this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, of this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement, and the remainder of the Agreement shall continue in full force and effect.
10 31. Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Vendor each represent and warrant that they have the legal power, right and actual authority to bind Vendor to the terms and conditions hereof and thereof.
32. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party has been induced to enter into this Agreement by, and neither party is relying on, any representation or warranty outside those expressly set forth in this Agreement.
33. Interpretation. City and Vendor acknowledge and agree that this Agreement is the product of mutual arms-length negotiations and accordingly, the rule of construction, which provides that the ambiguities in a document shall be construed against the drafter of that document, shall have no application to the interpretation and enforcement of this Agreement.
33.1 Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of the Agreement or any of its terms. Reference to section numbers, are to sections in the Agreement unless expressly stated otherwise.
33.2 This Agreement shall be governed by and construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement.
33.3 In the event of a conflict between the body of this Agreement and Exhibit “A” - Scope of Services hereto, the terms contained in Exhibit “A” shall be controlling.
34. Exhibits. The following exhibits attached hereto are incorporated herein to this Agreement by this reference:
Exhibit “A” - Scope of Services
Exhibit “B” - Compensation
Exhibit “C” - Key Personnel
[SIGNATURES ON FOLLOWING PAGE.]
11 IN WITNESS WHEREOF, City and Vendor have caused this Agreement to be duly executed the day and year first above written.
CITY OF RIVERSIDE, a California
charter city and municipal corporation
By:
City Manager
HANGAR ONE AVIONICS, INC.,
a California corporation
By:
Printed Name:
Title:
Attest:
City Clerk
By:
Printed Name:
Title:
Certified as to Availability of Funds:
By:
Chief Financial Officer
Approved as to Form:
By:
Deputy City Attorney
#315015 JG/ta 08.2026
EXHIBIT “A”
SCOPE OF SERVICES
Miscellaneous parts and labor for 2 helicopters as required when requested/ordered by the Riverside Police Department.
LABOR Hangar One Avionics Labor: Rate = $150/hr.
PARTS Pricing Schedule for all Parts: Cost Plus 15% on all parts.
EXHIBIT “B”
COMPENSATION
City shall pay HANGAR ONE AVIONICS, INC. a lump sum payment of Three Hundred Thousand Two Hundred Forty-Eight Dollars ($300,248).
EXHIBIT “C”
KEY PERSONNEL
1. Ken Piland – Project Manager
2. Brian Houston – Engineering
3. Michael Stauffer – Technician
4. Josh Colburn – Technician
5. Matt Music – Technician
6. Wes James – Technician
7. Scott Long – Technician