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SERVICES AGREEMENT FOR PUBLIC SAFETY
J HELICOPTER SUPPORT BETWEEN THE
U CITY OF HUNTINGTON BEACH AND THE
CITY OF NEWPORT BEACH
This Services Agreement for Public Safety Helicopter Support ("Agreement") is made by
and between the City of Huntington Beach, a California municipal corporation ("Huntington
Beach") and the City of Newport Beach, a California municipal corporation and charter city
("Newport Beach") based on the following:
A. _ Huntington Beach employs, maintains, trains and equips personnel capable of
responding to requests for public safety helicopter services from ground based public safety
personnel.
B. Newport Beach is responsible for providing public safety services within its
jurisdiction, which include public safety helicopter services.
C. Newport Beach requires the services of Huntington Beach to provide public safety
helicopter services to its land and residents.
TERM
This Agreement shall commence on the date it is last executed by a party and end on June
30, 2017 unless terminated earlier as set forth herein.
I
PURPOSE
1.01 The purpose of this Agreement is to provide public safety helicopter services to
Newport Beach's land and residents and for Newport Beach to pay an all inclusive flat rate per
hour for the cost of the services provided by Huntington Beach.
1.02 Nothing in this Agreement shall be interpreted to give Newport Beach a right to
services from Huntington Beach. Huntington Beach expressly retains all rights and powers to
direct, manage, maintain, train, employ, equip, operate and control all equipment, facilities,
properties and personnel in providing public safety helicopter services to NewportBeach
pursuant to this Agreement. Newport Beach acknowledges and agrees that the efficient use of
public safety helicopter services requires a timely and prioritized response of a helicopter.
Newport Beach agrees that Huntington Beach will have the sole discretion to determine the
priority of calls for service and when an assignment of an air crew to a call will be terminated.
1.03 Notwithstanding anything in the Agreement to the contrary, the Newport Beach
expressly retains all rights and powers to direct, manage, maintain, train, employ, equip, operate
and control all equipment, facilities, properties and personnel in providing ground based public
safety services to its land and residents.
Services Agreement for Public Safety Helicopter Support
1
lI
SERVICES
2.01 Huntington Beach will furnish Newport Beach with public safety helicopter
services that will include a helicopter aircrew comprised of a pilot and tactical flight officer that
are both sworn peace officers and specially trained to conduct public safety helicopter services.
Huntington Beach and the helicopter aircrews retain the sole and exclusive discretion as to the
specific type, nature, timing and duration of the services performed pursuant to this Agreement.
2.02 Huntington Beach certifies that all helicopter aircrews providing public safety
helicopter services to Newport Beach under this Agreement currently possess, and shall maintain
for the life of this Agreement, all permits, licenses, certifications, and training required from any
federal, state or local governmental entity to provide public safety helicopter services.
2.03 In no event shall Huntington Beach or the helicopter aircrew be responsible for
the direction and control of ground based public safety personnel and equipment of Newport
Beach during the course and scope of the public safety helicopter services performed pursuant to
this Agreement.
2.04 In the event of a natural disaster or local or regional emergency, Huntington
Beach shall take all reasonable steps to provide Newport Beach with public safety helicopter
service that is dedicated to the exclusive use of Newport Beach. This shall include an obligation
on the part of Huntington Beach to "hold over" any on -duty and/or "call in" any off-duty
helicopter aircrew(s) or personnel necessary to provide Newport Beach with public safety
helicopter service that is dedicated to the exclusive use of Newport Beach. Additionally, in the
event of a natural disaster or local or regional emergency, Huntington Beach shall provide
Newport Beach with a first right of refusal to have public safety helicopter services prior to
allowing or releasing said public safety helicopter services to other governmental agencies for
use or deployment during said natural disaster or local or regional emergency.
3.01 Newport Beach shall pay Huntington Beach for the public safety helicopter
services provided on an hourly basis in accordance with the provisions of this Section.
Huntington Beach's total compensation for all services performed in accordance with this
Agreement shall not exceed Two Million One Hundred Thousand Dollars and no/100
($2,100,000.00) without prior written authorization from Newport Beach. Furthermore,
Huntington Beach's total compensation in any single Fiscal Year (defined as July 1st through
June 30th) shall not exceed Seven Hundred Thousand Dollars and no/100 ($700,000.00) subject
to the annual adjustment in rates as set forth in Section 3.06 below without prior written
authorization from Newport Beach.
3.02 Huntington Beach shall provide public safety helicopter services to Newport
Beach at an all inclusive flat rate pursuant to Paragraph 3.01 — 3.06 of this Agreement.
Newport Beach shall incur no other direct or indirect costs or fees for the services in the Services
Services Agreement for Public Safety Helicopter Support
2
Agreement For Public safety Helicopter Support provided by Huntington Beach under this
Agreement. Huntington Beach shall bill Newport Beach for all public safety helicopter services
provided under this Agreement in tenth of an hour increments.
3.03 Huntington Beach shall submit monthly invoices to Newport Beach describing the
public safety helicopter services provided in the preceding month. Huntington Beach will also
provide Newport Beach with a monthly statement detailing all calls for service and time spent on
routine patrol over Newport Beach's jurisdiction. The monthly statement shall include the names
of the helicopter aircrew who performed the services, a brief description of the services
performed and/or the specific task performed, the date the services were performed, the number
of hours spent on all services billed on an hourly basis in tenth of an hour increments.
3.04 Newport Beach's Chief of Police, or the Chiefs designee (the "Chief'), shall
notify the Huntington Beach Air Support Unit Commander ("Unit Commander") within twenty
(20) days of receipt of the monthly statement of any disputed calls for service or time spent on
routine patrol over Newport Beach's jurisdiction. The Unit Commander and the Chief will
review the public safety helicopter service provided by Huntington Beach on an as needed basis
to ensure that it coincides with the service level desired by Newport Beach. The Unit
Commander and the Chief will be responsible for cooperatively resolving any disputes over
services provided under this Agreement and adjusting the service level to coincide with that
desired by Newport Beach.
3.05 Should Huntington Beach provide over One Thousand (1000) hours of public
safety helicopter services to Newport Beach in any single Fiscal Year under this Agreement,
Huntington Beach acknowledges and agrees that it shall not receive any compensation for said
services without the prior written authorization from Newport Beach.
3.06 Huntington Beach shall provide public safety helicopter services to Newport
Beach at an all inclusive flat rate of Seven Hundred Dollars ($700) per hour of service for the
first year of service ("Hourly Rate"). Commencing on July 1, 2015, the hourly fee for Air
Support Services shall be adjusted on July 1 of each year based on the change in the
Metropolitan Consumer Price Index. The change will be conducted using the "Consumer Price
Index for All Urban Consumers (CPI -U), for the Los Angeles -Riverside -Orange County,
California area; All items, not seasonally adjusted, 1982-1984=100 reference base." The
adjustment will be based on the current contract rate using the January index of the current year
and the January index of the preceding year. The Huntington Beach Police Chief shall adjust
the fees set forth in the Agreement by such percentage change and rounded to the next highest
dollar amount. Should the Consumer Price Index be revised or discontinued, the Police Chief
shall use the revised or a comparable index as approved by the Huntington Beach and Newport
Beach City Council. In no event, however, shall the amount payable under this Agreement be
reduced below the Hourly Rate in effect immediately preceding such adjustment. The
maximum adjustment increase to the Hourly Rate, for any year where an adjustment is made
pursuant to this Section, shall not exceed five percent (5%) of the Hourly Rate in effect
immediately preceding such adjustment.
Services Agreement for Public Safety Helicopter Support
3
IV
NEWPORT BEACH DUTIES
4.01 Newport Beach shall pay Huntington Beach an all inclusive flat rate per hour for
the cost of the services provided by Huntington pursuant to Paragraph 3.01 — 3.06 of this
Agreement, for services provided by Huntington Beach under this Agreement. The public safety
helicopter services performed by the Huntington Beach shall be deemed to commence as of the
date and time the aircraft is dispatched to, or arrives over, the airspace of Newport Beach,
whichever occurs first. These services shall continue until the aircrew notifies Newport Beach
that the assignment is complete or that the assignment must be terminated due to a higher priority
assignment. Huntington Beach helicopter aircrew shall be responsible to notify Newport Beach's
dispatch center that the assignment is complete or that the assignment must be terminated due to
a higher priority assignment. Services performed by Huntington Beach aircraft for Newport
Beach shall be defined as:
A. A direct request for public safety helicopter services by Newport Beach where a
Huntington Beach aircraft is dispatched to or arrives over the incident
(operationally identified as a "D-1" call) or;
B. Any public safety call generated by Newport Beach and monitored by a
Huntington Beach helicopter aircrew in which the aircraft arrives over the
incident (operationally identified as a "D-2" call) or;
C. Routine patrol over Newport Beach's jurisdictional areas, in which case
Huntington Beach's aircrew shall notify Newport Beach's dispatch center upon
their arrival and depart from Newport Beach's jurisdictional area. Newport
Beach may authorize its ground based public safety supervision to cancel a
response by a Huntington Beach aircrew.
4.02 Newport Beach agrees to comply with the FAR Part 91 in making calls for
services, which establishes priority for calls to Huntington Beach.
4.03 Newport Beach agrees to install within its communications/dispatch center any
radio equipment necessary to communicate directly with Huntington Beach on the designated
frequency (800 MHz Talk Group) agreed upon by Huntington Beach and Newport Beach. All
costs associated with said installation shall be paid by Newport Beach.
V
INDEMNMCATION AND WAIVER
5.01 Newport Beach agrees that Huntington Beach should be fully protected from any
loss, injury, damage, claim, lawsuit, cost or expense arising out of, or in any way related, to the
performance of services pursuant to this Agreement that is in excess of Huntington Beach's
requirement to carry and maintain certain policies of insurance and name Newport Beach as an
additional insured as set forth below in section VI. Subject to Huntington Beach's requirement
to carry and maintain certain policies of insurance and name Newport Beach as an additional
Services Agreement for Public Safety Helicopter Support
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insured as set forth below in section VI, the provisions of this Agreement should be construed
and interpreted to provide the fullest possible protection to Huntington Beach. Newport Beach
acknowledges that Huntington Beach would not provide services in the absence of the
commitments of Newport Beach as specified in this Agreement. Huntington Beach
acknowledges that Newport Beach would not enter into this Agreement in the absence of
Huntington Beach's commitment and obligation to carry and maintain certain policies of
insurance and name Newport Beach as an additional insured as set forth below in section VI.
5.02 To the fullest extent permitted by law, Newport Beach shall indemnify, defend
and hold harmless Huntington Beach, its boards, officers, agents and employees (collectively, the
"Indemnified Parties") from and against any and all claims (including, without limitation, claims
for bodily injury, death or damage to property), demands, obligations, damages, actions, causes
of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including,
without limitation, attorney's fees, disbursements and court costs) of every kind and nature
whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any
manner relate (directly or indirectly) to any services provided under this Agreement including,
but not limited to, activities that relate in any way to this Agreement (including the negligent
and/or willful acts, errors and/or omissions of Newport Beach, its council members, officers,
agents, employees, and anyone employed directly or indirectly by any of them or for whose acts
they may be liable or any or all of them) that is in excess of Huntington Beach's requirement to
carry and maintain certain policies of insurance and name Newport Beach as an additional
insured as set forth below in section VI. Notwithstanding the foregoing, nothing herein shall be
construed to require Newport Beach to indemnify the Indemnified Parties from any Claim
arising from the negligence or willful misconduct of the Indemnified Parties. This indemnity
shall apply to all claims and liability regardless of whether any insurance policies are applicable.
5.03 Huntington Beach shall defend, indemnify and hold harmless Newport Beach and
its officers, employees, contractors, agents and representatives, with respect to any claim, loss,
liability, damage, lawsuit, cost or expense that arises out of, or is in any way related, to the
negligence or willful misconduct by Huntington Beach, including its boards, officers, agents and
employees, within the Newport Beach's jurisdiction. The obligation of Huntington Beach
pursuant to this section extends, without limitation, to any injury, death, loss or damage which
occurs within Newport Beach's jurisdiction and which is sustained by any third party, any
employee or contractor of Newport Beach and to such contractor's employees.
VI
INSURANCE
6.01 Without limiting Huntington Beach's indemnification of Newport Beach, and
prior to commencement of Work, Huntington Beach shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to Newport Beach.
6.01.1 Proof of Insurance. Huntington Beach shall provide certificates of
insurance to Newport Beach as evidence of the insurance coverage required herein., Insurance
certificates and endorsement must be approved by Newport Beach's Risk Manager prior to
Services Agreement for Public Safety Helicopter Support
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commencement of performance. Current certification of insurance shall be kept on file with
Newport Beach at all times during the term of this contract. Newport Beach reserves the right to
require complete, certified copies of all required insurance policies, at any time. Huntington
Beach shall procure and maintain for the duration of the contract insurance against claims for
injuries to persons or damages to property, which may arise from or in connection with the
performance of the Work hereunder by Huntington Beach, his agents, representatives, employees
or subconsultants. The cost of such insurance shall be included in Huntington Beach's bid.
6.01.2 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact business of
insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and
Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key
Rating Guide, unless otherwise approved by the Newport Beach's Risk Manager.
6.01.3 Coverage Requirements.
6.01.3.1 Workers' Compensation Coverage. Huntington Beach shall
maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability
Insurance (with limits of at least one million dollars ($1,000,000)) for Huntington Beach's
employees in accordance with the laws of the State of California, Section 3700 of the Labor
Code. Any notice of cancellation or non -renewal of all Workers' Compensation policies must be
received by Newport Beach at least thirty (30) calendar days (ten (10) calendar days written
notice of non-payment of premium) prior to such change. Huntington Beach shall submit to
Newport Beach, along with the certificate of insurance, a Waiver of Subrogation endorsement in
favor of Newport Beach, its officers, agents, employees and volunteers.
6.01.3.2 Aircraft Liability Coverage. Huntington Beach shall
maintain commercial aircraft liability insurance in an amount not less than twenty-five million
dollars ($25,000,000) per occurrence for bodily injury, personal injury, and property damage,
including without limitation, blanket contractual liability including war risk and premises
liability insurance to include property damages incidental to the operations of the named insured.
6.01.3.3 Automobile Liability Coverage. Huntington Beach shall
maintain automobile insurance covering bodily injury and property damage for all activities of
the Huntington Beach arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an
amount not less than one million dollars ($1,000,000) combined single limit for each accident.
6.01.4 Other Insurance Provisions or Requirements. The policies are to contain,
or be endorsed to contain, the following provisions:
6.01.4.1 Additional Insured. Endorsement naming the City of Newport
Beach as respects the Aircraft Liability coverage with primary non-contributory and severability
of interest language.
Services Agreement for Public Safety Helicopter Support
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6.01.4.2 Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this agreement shall be endorsed to waive subrogation against Newport
Beach, its elected or appointed officers, agents, officials, employees and volunteers or shall
specifically allow Huntington Beach or others providing insurance evidence in compliance with
these requirements to waive their right of recovery prior to a loss. Huntington Beach hereby
waives its own right of recovery against Newport Beach, and shall require similar written
express waivers and insurance clauses from each of its subconsultants. This waiver of
subrogation extends to hull loss and property damage.
6.01.4.3 Enforcement of Contract Provisions. Huntington Beach
acknowledges and agrees that any actual or alleged failure on the part of the Newport Beach to
inform Huntington Beach of non-compliance with any requirement imposes no additional
obligations on the Newport Beach nor does it waive any rights hereunder.
6.01.4.4 Requirements not Limiting. Requirements of specific coverage
features or limits contained in this Section are not intended as a limitation on coverage, limits or
other requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type.
6.01.4.5 Notice of Cancellation. Huntington Beach agrees to oblige its
insurance agent or broker and insurers to provide to Newport Beach with thirty (30) days notice
of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal
of coverage for each required coverage.
6.01.5 Timely Notice of Claims. Huntington Beach shall give Newport Beach
prompt and timely notice of claims made or suits instituted that arise out of or result from
Huntington Beach's performance under this Agreement.
6.01.6 Additional Insurance. Huntington Beach shall also procure and maintain,
at its own cost and expense, any additional kinds of insurance, which in its own judgment may
be necessary for its proper protection and prosecution of the Work.
VII
MISCELLANEOUS PROVISIONS
7.01 Each of the Parties to this Agreement shall immediately notify the other of any
litigation or claim that is asserted by or against either party regarding this Agreement. In the
event of any dispute or legal action arising under this Agreement, the prevailing party shall not
be entitled to attorney's fees.
7.02 Each of the Parties to this Agreement shall cooperate with one another in the
defense of any lawsuit or claim filed against either party, arising out of, or in any way related, to
this Agreement, as well as any effort of Huntington Beach to collect money from persons or
entities responsible for any request for public safety helicopter services.
Services Agreement for Public Safety Helicopter Support
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7.03 The public safety helicopter services provided by Huntington Beach under this
Agreement shall not be assigned, transferred, contracted or subcontracted out without the prior
written approval of Newport Beach.
7.04 Each of the Parties to this Agreement may terminate this Agreement without
cause upon sixty (60) days prior written notice.
7.05 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.
7.06 If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement
shall continue in full force and effect.
7.07 This Agreement may be modified or amended only by a written document
executed by both Huntington Beach and Newport Beach.
7.08 The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by reason of the
authorship of the Agreement or any other rule of construction which might otherwise apply.
7.09 This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of
whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be
held to vary the provisions herein.
7.10 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.
7.11 Except as specifically authorized under this Agreement, the services to be
provided under this Agreement shall not be assigned, transferred, contracted or subcontracted out
without the prior written approval of Huntington Beach and Newport Beach.
7.12 This Agreement maybe executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.
7.13 The Parties shall at their 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.
7.14 The Parties each represent that they are an equal opportunity employer and they
shall not discriminate against any subcontractor, employee or applicant for employment because
of race, religion, color, national origin, handicap, ancestry, sex or age.
Services Agreement for Public Safety Helicopter Support
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7.15 All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served when delivered
personally, or on the third business day after the deposit thereof in the United States mail,
postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands,
requests or approvals from Huntington Beach to Newport Beach shall be addressed to Newport
Beach at:
Attn: Chief Jay R. Johnson
Newport Beach Police Department
870 Santa Barbara Drive
Newport Beach, CA 92658
Phone: 949-644- 3701
Fax: 949-718-1082
All notices, demands, requests or approvals from Newport Beach to Huntington Beach
shall be addressed to Huntington Beach at:
Attention: Robert Handy
Huntington Beach Police Department
2000 Main Street
P.O. Box 70
Huntington Beach, CA 92648
Phone: 714-536-5903
Fax: 714-536-5605
Services Agreement for Public Safety Helicopter Support
9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the dates written below.
CITY OF NEWPORT BEACH
Date:
Mayor, City o port Beach
A'I
I
By
Cit
CITY OF HUNTINGTON BEACH
Date: 3 �
Mayor, City of Hunti gton Beach
ATTEST:
Date:
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: -S)g
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: �D - S• 0
ity Attorney, City of kuntington Beach
Services Agreement for Public Safety Helicopter Support
10
TO:
FROM:
PREPARED BY:
PHONE:
TITLE:
CITY OF
NEWPORT BEACH
City Council Staff Report
May 13, 2014
Agenda Item No. 22.
HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
Jay R. Johnson, Chief of Police — (949) 644-3701, jjohnson@nbpd.org
Tom Fischbacher, Lieutenant
(949) 644-3740, tfischbacher@nbpd.org
Contract Approval for Public Safety Helicopter Services between the Cities of
Newport Beach and Huntington Beach
ABSTRACT:
Public safety helicopter service for the City of Newport Beach.
RECOMMENDATION:
Approve the services agreement for public safety helicopter support between the City of
Huntington Beach and the City of Newport Beach ("Agreement'), and authorize the Mayor to
execute the Agreement on behalf of the City.
FUNDING REQUIREMENTS:
The current adopted budget for the Police Department includes sufficient funding for this
contract.
DISCUSSION:
In September 2011, the City of Newport Beach entered into a three year contract with the City
of Huntington Beach for public safety helicopter service. Since that time, the Huntington Beach
police helicopter, HB -1, has provided over 1,800 hours of air support for Newport Beach Police,
Fire, and Lifeguards. HB -1 has been used in over 3,000 calls for service since the beginning of
the contract.
Due to the critical nature of the service provided by a public safety helicopter, the City Manager
and Chief of Police request the City Council approve the second long-term contract for public
safety helicopter services. The proposed contract would be similar in all aspects to the previous
contract, except for the addition of a possible hourly increase based on the CPI of the previous
year. If the CPI is negative, the hourly rate will not go below $700.00. The budgeted amount
for the service contract is the same as it was for the previous contract, $2.1 million for three
EM
years. The proposed contract would still allow for an average of 2.7 hours of exclusive flight
time per day, if necessary.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California Environmental
Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or
reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the
activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of
Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to
the environment, directly or indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of the
meeting at which the City Council considers the item).
ATTACHMENTS:
Description
Attachment A - Services Agreement for Public Safety Helicopter Suppo [
467
ATTACHMENT A
SERVICES AGREEMENT FOR PUBLIC SAFETY
HELICOPTER SUPPORT BETWEEN THE
CITY OF HUNTINGTON BEACH AND THE
CITY OF NEWPORT BEACH
This Services Agreement for Public Safety Helicopter Support ("Agreement") is made by
and between the City of Huntington Beach, a California municipal corporation ("Huntington
Beach") and the City of Newport Beach, a California municipal corporation and charter city
("Newport Beach") based on the following:
A. Huntington Beach employs, maintains, trains and equips personnel capable of
responding to requests for public safety helicopter services from ground based public safety
personnel.
B. Newport Beach is responsible for providing public safety services within its
jurisdiction, which include public safety helicopter services.
C. Newport Beach requires the services of Huntington Beach to provide public safety
helicopter services to its land and residents.
TERM
This Agreement shall continence on the date it is last executed by a party and end on June
30, 2017 unless terminated earlier as set forth herein.
I
PURPOSE
1.01 The purpose of this Agreement is to provide public safety helicopter services to
Newport Beach's land and residents and for Newport Beach to pay an all inclusive flat rate per
hour for the cost of the services provided by Huntington Beach.
1.02 Nothing in this Agreement shall be interpreted to give Newport Beach a right to
services from Huntington Beach. Huntington Beach expressly retains all rights and powers to
direct, manage, maintain, train, employ, equip, operate and control all equipment, facilities,
properties and personnel in providing public safety helicopter services to Newport Beach
pursuant to this Agreement. Newport Beach acknowledges and agrees that the efficient use of
public safety helicopter services requires a timely and prioritized response of a helicopter.
Newport Beach agrees that Huntington Beach will have the sole discretion to determine the
priority of calls for service and when an assignment of an air crew to a call will be terminated.
1.03 Notwithstanding anything in the Agreement to the contrary, the Newport Beach
expressly retains all rights and powers to direct, manage, maintain, train, employ, equip, operate
and control all equipment, facilities, properties and personnel in providing ground based public
safety services to its land and residents.
Services Agreement for Public Safety Helicopter Support
1 468
II
SERVICES
2.01 Huntington Beach will furnish Newport Beach with public safety helicopter
services that will include a helicopter aircrew comprised of a pilot and tactical flight officer that
are both sworn peace officers and specially trained to conduct public safety helicopter services.
Huntington Beach and the helicopter aircrews retain the sole and exclusive discretion as to the
specific type, nature, timing and duration of the services performed pursuant to this Agreement.
2.02 Huntington Beach certifies that all helicopter aircrews providing public safety
helicopter services to Newport Beach under this Agreement currently possess, and shall maintain
for the life of this Agreement, all permits, licenses, certifications, and training required from any
federal, state or local governmental entity to provide public safety helicopter services.
2.03 In no event shall Huntington Beach or the helicopter aircrew be responsible for
the direction and control of ground based public safety personnel and equipment of Newport
Beach during the course and scope of the public safety helicopter services performed pursuant to
this Agreement.
2.04 In the event of a natural disaster or local or regional emergency, Huntington
Beach shall take all reasonable steps to provide Newport Beach with public safety helicopter
service that is dedicated to the exclusive use of Newport Beach. This shall include an obligation
on the part of Huntington Beach to "hold over" any on -duty and/or "call in" any off-duty
helicopter aircrew(s) or personnel necessary to provide Newport Beach with public safety
helicopter service that is dedicated to the exclusive use of Newport Beach. Additionally, in the
event of a natural disaster or local or regional emergency, Huntington Beach shall provide
Newport Beach with a first right of refusal to have public safety helicopter services prior to
allowing or releasing said public safety helicopter services to other governmental agencies for
use or deployment during said natural disaster or local or regional emergency.
III
3.01 Newport Beach shall pay Huntington Beach for the public safety helicopter
services provided on an hourly basis in accordance with the provisions of this Section.
Huntington Beach's total compensation for all services performed in accordance with this
Agreement shall not exceed Two Million One Hundred Thousand Dollars and no/100
($2,100,000.00) without prior written authorization from Newport Beach. Furthermore,
Huntington Beach's total compensation in any single Fiscal Year (defined as July lst through
June 30th) shall not exceed Seven Hundred Thousand Dollars and no/100 ($700,000.00) subject
to the annual adjustment in rates as set forth in Section 3.06 below without prior written
authorization from Newport Beach.
3.02 Huntington Beach shall provide public safety helicopter services to Newport
Beach at an all inclusive flat rate pursuant to Paragraph 3.01 — 3.06 of this Agreement.
Newport Beach shall incur no other direct or indirect costs or fees for the services in the Services
Services Agreement for Public Safety Helicopter Support
2 469
Agreement For Public safety Helicopter Support provided by Huntington Beach under this
Agreement. Huntington Beach shall bill Newport Beach for all public safety helicopter services
provided under this Agreement in tenth of an hour increments.
3.03 Huntington Beach shall submit monthly invoices to Newport Beach describing the
public safety helicopter services provided in the preceding month. Huntington Beach will also
provide Newport Beach with a monthly statement detailing all calls for service and time spent on
routine patrol over Newport Beach's jurisdiction. The monthly statement shall include the names
of the helicopter aircrew who performed the services, a brief description of the services
performed and/or the specific task performed, the date the services were performed, the number
of hours spent on all services billed on an hourly basis in tenth of an hour increments.
3.04 Newport Beach's Chief of Police, or the Chiefs designee (the "Chief'), shall
notify the Huntington Beach Air Support Unit Commander ("Unit Commander") within twenty
(20) days of receipt of the monthly statement of any disputed calls for service or time spent on
routine patrol over Newport Beach's jurisdiction. The Unit Commander and the Chief will
review the public safety helicopter service provided by Huntington Beach on an as needed basis
to ensure that it coincides with the service level desired by Newport Beach. The Unit
Commander and the Chief will be responsible for cooperatively resolving any disputes over
services provided under this Agreement and adjusting the service level to coincide with that
desired by Newport Beach.
3.05 Should Huntington Beach provide over One Thousand (1000) hours of public
safety helicopter services to Newport Beach in any single Fiscal Year under this Agreement,
Huntington Beach acknowledges and agrees that it shall not receive any compensation for said
services without the prior written authorization from Newport Beach.
3.06 Huntington Beach shall provide public safety helicopter services to Newport
Beach at an all inclusive flat rate of Seven Hundred Dollars ($700) per hour of service for the
first year of service ("Hourly Rate"). Commencing on July 1, 2015, the hourly fee for Air
Support Services shall be adjusted on July 1 of each year based on the change in the
Metropolitan Consumer Price Index. The change will be conducted using the "Consumer Price
Index for All Urban Consumers (CPI -U), for the Los Angeles -Riverside -Orange County,
California area; All items, not seasonally adjusted, 1982-1984=100 reference base." The
adjustment will be based on the current contract rate using the January index of the current year
and the January index of the preceding year. The Huntington Beach Police Chief shall adjust
the fees set forth in the Agreement by such percentage change and rounded to the next highest
dollar amount. Should the Consumer Price Index be revised or discontinued, the Police Chief
shall use the revised or a comparable index as approved by the Huntington Beach and Newport
Beach City Council. In no event, however, shall the amount payable under this Agreement be
reduced below the Hourly Rate in effect immediately preceding such adjustment. The
maximum adjustment increase to the Hourly Rate, for any year where an adjustment is made
pursuant to this Section, shall not exceed five percent (5%) of the Hourly Rate in effect
immediately preceding such adjustment.
Services Agreement for Public Safety Helicopter Support
3 470
IV
NEWPORT BEACH DUTIES
4.01 Newport Beach shall pay Huntington Beach an all inclusive flat rate per hour for
the cost of the services provided by Huntington pursuant to Paragraph 3.01 — 3.06 of this
Agreement, for services provided by Huntington Beach under this Agreement. The public safety
helicopter services performed by the Huntington Beach shall be deemed to commence as of the
date and time the aircraft is dispatched to, or arrives over, the airspace of Newport Beach,
whichever occurs first. These services shall continue until the aircrew notifies Newport Beach
that the assignment is complete or that the assignment must be terminated due to a higher priority
assignment. Huntington Beach helicopter aircrew shall be responsible to notify Newport Beach's
dispatch center that the assignment is complete or that the assignment must be terminated due to
a higher priority assignment. Services perfonned by Huntington Beach aircraft for Newport
Beach shall be defined as:
A. A direct request for public safety helicopter services by Newport Beach where a
Huntington Beach aircraft is dispatched to or arrives over the incident
(operationally identified as a "D-1" call) or,
B. Any public safety call generated by Newport Beach and monitored by a
Huntington Beach helicopter aircrew in which the aircraft arrives over the
incident (operationally identified as a "D-2" call) or;
C. Routine patrol over Newport Beach's jurisdictional areas, in which case
Huntington Beach's aircrew shall notify Newport Beach's dispatch center upon
their arrival and depart from Newport Beach's jurisdictional area. Newport
Beach may authorize its ground based public safety supervision to cancel a
response by a Huntington Beach aircrew.
4.02 Newport Beach agrees to comply with the FAR Part 91 in making calls for
services, which establishes priority for calls to Huntington Beach.
4.03 Newport Beach agrees to install within its communications/dispatch center any
radio equipment necessary to communicate directly with Huntington Beach on the designated
frequency (800 MHz Talk Group) agreed upon by Huntington Beach and Newport Beach. All
costs associated with said installation shall be paid by Newport Beach.
V
INDEMNIFICATION AND WAIVER
5.01 Newport Beach agrees that Huntington Beach should be filly protected from any
loss, injury, damage, claim, lawsuit, cost or expense arising out of, or in any way related, to the
performance of services pursuant to this Agreement that is in excess of Huntington Beach's
requirement to carry and maintain certain policies of insurance and name Newport Beach as an
additional insured as set forth below in section Vl. Subject to Huntington Beach's requirement
to carry and maintain certain policies of insurance and name Newport Beach as an additional
Services Agreement for Public Safety Helicopter Support
4 471
insured as set forth below in section VI, the provisions of this Agreement should be construed
and interpreted to provide the fullest possible protection to Huntington Beach. Newport Beach
acknowledges that Huntington Beach would not provide services in the absence of the
commitments of Newport Beach as specified in this Agreement. Huntington Beach
acknowledges that Newport Beach would not enter into this Agreement in the absence of
Huntington Beach's commitment and obligation to carry and maintain certain policies of
insurance and name Newport Beach as an additional insured as set forth below in section VI.
5.02 To the fullest extent permitted by law, Newport Beach shall indemnify, defend
and hold harmless Huntington Beach, its boards, officers, agents and employees (collectively, the
"Indemnified Parties") from and against any and all claims (including, without limitation, claims
for bodily injury, death or damage to property), demands, obligations, damages, actions, causes
of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including,
without limitation, attorney's fees, disbursements and court costs) of every kind and nature
whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any
manner relate (directly or indirectly) to any services provided under this Agreement including,
but not limited to, activities that relate in any way to this Agreement (including the negligent
and/or willful acts, errors and/or omissions of Newport Beach, its council members, officers,
agents, employees, and anyone employed directly or indirectly by any of them or for whose acts
they may be liable or any or all of them) that is in excess of Huntington Beach's requirement to
carry and maintain certain policies of insurance and name Newport Beach as an additional
insured as set forth below in section VI. Notwithstanding the foregoing, nothing herein shall be
construed to require Newport Beach to indemnify the Indemnified Parties from any Claim
arising from the negligence or willful misconduct of the Indemnified Parties. This indemnity
shall apply to all claims and liability regardless of whether any insurance policies are applicable.
5.03 Huntington Beach shall defend, indemnify and hold harmless Newport Beach and
its officers, employees, contractors, agents and representatives, with respect to any claim, loss,
liability, damage, lawsuit, cost or expense that arises out of, or is in any way related, to the
negligence or willful misconduct by Huntington Beach, including its boards, officers, agents and
employees, within the Newport Beach's jurisdiction. The obligation of Huntington Beach
pursuant to this section extends, without limitation, to any injury, death, loss or damage which
occurs within Newport Beach's jurisdiction and which is sustained by any third party, any
employee or contractor of Newport Beach and to such contractor's employees.
VI
INSURANCE
6.01 Without limiting Huntington Beach's indemnification of Newport Beach, and
prior to commencement of Work, Huntington Beach shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to Newport Beach.
6.01.1 Proof of Insurance. Huntington Beach shall provide certificates of
insurance to Newport Beach as evidence of the insurance coverage required herein., Insurance
certificates and endorsement must be approved by Newport Beach's Risk Manager prior to
Services Agreement for Public Safety Helicopter Support
5 472
commencement of performance. Current certification of insurance shall be kept on file with
Newport Beach at all times during the term of this contract. Newport Beach reserves the right to
require complete, certified copies of all required insurance policies, at any time. Huntington
Beach shall procure and maintain for the duration of the contract insurance against claims for
injuries to persons or damages to property, which may arise from or in connection with the
performance of the Work hereunder by Huntington Beach, his agents, representatives, employees
or subconsultants. The cost of such insurance shall be included in Huntington Beach's bid.
6.01.2 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact business of
insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and
Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key
Rating Guide, unless otherwise approved by the Newport Beach's Risk Manager.
6.01.3 Coverage Requirements.
6.01.3.1 Workers' Compensation Coverage. Huntington Beach shall
maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability
Insurance (with limits of at least one million dollars ($1,000,000)) for Huntington Beach's
employees in accordance with the laws of the State of California, Section 3700 of the Labor
Code. Any notice of cancellation or non -renewal of all Workers' Compensation policies must be
received by Newport Beach at least thirty (30) calendar days (ten (10) calendar days written
notice of non-payment of premium) prior to such change. Huntington Beach shall submit to
Newport Beach, along with the certificate of insurance, a Waiver of Subrogation endorsement in
favor of Newport Beach, its officers, agents, employees and volunteers.
6.01.3.2 Aircraft Liability Coverage. Huntington Beach shall
maintain commercial aircraft liability insurance in an amount not less than twenty-five million
dollars ($25,000,000) per occurrence for bodily injury, personal injury, and property damage,
including without limitation, blanket contractual liability including war risk and premises
liability insurance to include property damages incidental to the operations of the named insured.
6.01.3.3 Automobile Liability Coverage. Huntington Beach shall
maintain automobile insurance covering bodily injury and property damage for all activities of
the Huntington Beach arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an
amount not less than one million dollars ($1,000,000) combined single limit for each accident.
6.01.4 Other insurance Provisions or Requirements. The policies are to contain,
or be endorsed to contain, the following provisions:
6.01.4.1 Additional Insured. Endorsement naming the City of Newport
Beach as respects the Aircraft Liability coverage with primary non-contributory and severability
of interest language.
Services Agreement for Public Safety Helicopter Support
6 473
6.01.4.2 Waiver of Subrogation. All insurance coverage maintained or
procured pursuant to this agreement shall be endorsed to waive subrogation against Newport
Beach, its elected or appointed officers, agents, officials, employees and volunteers or shall
specifically allow Huntington Beach or others providing insurance evidence in compliance with
these requirements to waive their right of recovery prior to a loss. Huntington Beach hereby
waives its own right of recovery against Newport Beach, and shall require similar written
express waivers and insurance clauses from each of its subconsultants. This waiver of
subrogation extends to hull loss and property damage.
6.01.4.3 Enforcement of Contract Provisions. Huntington Beach
acknowledges and agrees that any actual or alleged failure on the part of the Newport Beach to
inform Huntington Beach of non-compliance with any requirement imposes no additional
obligations on the Newport Beach nor does it waive any rights hereunder.
6.01.4.4 Requirements not Limiting. Requirements of specific coverage
features or limits contained in this Section are not intended as a limitation on coverage, limits or
other requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given
issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other
coverage, or a waiver of any type.
6.01.4.5 Notice of Cancellation. Huntington Beach agrees to oblige its
insurance agent or broker and insurers to provide to Newport Beach with thirty (30) days notice
of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal
of coverage for each required coverage.
6.01.5 Timely Notice of Claims. Huntington Beach shall give Newport Beach
prompt and timely notice of claims made or suits instituted that arise out of or result from
Huntington Beach's performance under this Agreement.
6.01.6 Additional Insurance. Huntington Beach shall also procure and maintain,
at its own cost and expense, any additional kinds of insurance, which in its own judgment may
be necessary for its proper protection and prosecution of the Work.
VII
MISCELLANEOUS PROVISIONS
7.01 Each of the Parties to this Agreement shall immediately notify the other of any
litigation or claim that is asserted by or against either party regarding this Agreement. In the
event of any dispute or legal action arising under this Agreement, the prevailing party shall not
be entitled to attorney's fees.
7.02 Each of the Parties to this Agreement shall cooperate with one another in the
defense of any lawsuit or claim filed against either party, arising out of, or in any way related, to
this Agreement, as well as any effort of Huntington Beach to collect money from persons or
entities responsible for any request for public safety helicopter services.
Services Agreement for Public Safety Helicopter Support
7 474
7.03 The public safety helicopter services provided by Huntington Beach under this
Agreement shall not be assigned, transferred, contracted or subcontracted out without the prior
written approval of Newport Beach.
7.04 Each of the Parties to this Agreement may terminate this Agreement without
cause upon sixty (60) days prior written notice.
7.05 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.
7.06 If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement
shall continue in full force and effect.
7.07 This Agreement may be modified or amended only by a written document
executed by both Huntington Beach and Newport Beach.
7.08 The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by reason of the
authorship of the Agreement or any other rule of constriction which might otherwise apply.
7.09 This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of
whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be
held to vary the provisions herein.
7.10 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.
7.11 Except as specifically authorized under this Agreement, the services to be
provided under this Agreement shall not be assigned, transferred, contracted or subcontracted out
without the prior written approval of Huntington Beach and Newport Beach.
7.12 This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.
7.13 The Parties shall at their 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.
7.14 The Parties each represent that they are an equal opportunity employer and they
shall not discriminate against any subcontractor, employee or applicant for employment because
of race, religion, color, national origin, handicap, ancestry, sex or age.
Services Agreement for Public Safety Helicopter Support
8 475
7.15 All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served when delivered
personally, or on the third business day after the deposit thereof in the United States mail,
postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands,
requests or approvals from Huntington Beach to Newport Beach shall be addressed to Newport
Beach at:
Attn: Chief Jay R. Johnson
Newport Beach Police Department
870 Santa Barbara Drive
Newport Beach, CA 92658
Phone: 949-644- 3701
Fax: 949-718-1082
All notices, demands, requests or approvals from Newport Beach to Huntington Beach
shall be addressed to Huntington Beach at:
Attention: Robert Handy
Huntington Beach Police Department
2000 Main Street
P.O. Box 70
Huntington Beach, CA 92648
Phone: 714-536-5903
Fax: 714-536-5605
Services Agreement for Public Safety Helicopter Support
9 476
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
on the dates written below.
CITY OF NEWPORT BEACH
Date:
Mayor, City of Newport Beach
ATTEST:
Date:
By:
City Clerk, City of Newport Beach
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 5 .S
Cit A tomey, City of New ort Beac
CITY OF HUNTINGTON BEACH
Date:
Mayor, City of Huntington Beach
ATTEST:
Date:
By:
City Clerk, City of Huntington Beach
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
City Attorney, City of Huntington Beach
Services Agreement for Public Safety Helicopter Support
10 477
INSURANCE MARKETING, INC.
CERTIFICATE OF INSURANCE
CERTIFICATE HOLDER: CITY OF NEWPORT BEACH
3300 NEWPORT BEACH BLVD.
PO BOX 1768
NEWPORT BEACH, CA 92658-8915
NAMED INSURED: SUMMIT HELICOPTER, INC.
12653 OSBORNE STREET, PMB 35
PACOIMA, CA 91331
POLICY PERIOD: 12/21/13 to 12/21/14
INSURANCE COMPANY(IES): NATIONAL UNION FIRE INSURANCE CO. OF PITTSBURGH, PA THROUGH AIG AEROSPACE
INSURANCE SERVICES, INC. (35%) AND VARIOUS FOLLOWING INSURERS AS HELD ON FILE
AIRCRAFT LIABILITY COVERAGE LEAD POLICY NO.: FV 001855448-09
WITH RESPECT TO: ALL SCHEDULED AIRCRAFT
LIABILITY COVERAGES LIMITS OF LIABILITY
EACH PERSON EACH OCCURRENCE
Bodily Injury Excluding Passengers $ $
Property Damage $ XXXX $
Passenger Bodily Injury $ $
Single Limit Including Passengers, $ XXXX $25,000,000.
With Passenger Liability Limited To $ $ XXXX
OTHER COVERAGES/CONDITIONS/REMARKS:
• The Certificate Holder is included as Additional Insured under liability coverages, but only as respects operations of the Named Insured.
• In the event of cancellation of any policy described above, the insurer will attempt to mail 30 days (10 days for non-payment of premium)
written notice to the Certificate Holder prior to the effective date of cancellation. However, failure to do so will not impose duty or liability
upon the insurer, its agents or representatives, nor will it delay cancellation.
THIS INSURANCE SHALL NOT APPLY TO, AND NO PERSON OR ORGANIZATION SHALL BE INSURED FOR BODILY INJURY OR PROPERTY
DAMAGE WHICH ARISES FROM THE DESIGN, MANUFACTURE, MODIFICATION, REPAIR, SALE, OR SERVICING OF THE AIRCRAFT, AIRCRAFT
PARTS, OR ANY OTHER PRODUCT BY THAT PERSON OR ORGANIZATION.
THIS CERTIFICATE DOES NOT CHANGE IN ANY WAY THE ACTUAL COVERAGES PROVIDED BY THE POLICY(IES) SPECIFIED ABOVE.
CERTIFICATE NO.: 48
DATE: December 21, 2013
Two Union Square, 601 Union Street, Suite 4551 • Seattle, WA 98101-2362
CA BROKER NO. OB60818
C _q u
(206)
CERTIFICATE NO.
ISSUE DATE (MM/DD/YY -YY)
0� (4906a
WC -926
CERTIFICATE OF COVERAGE
06/17/2013
THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO
CSAC Excess Insurance
RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY
OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BELOW. THIS
y
CERTIFICATE OF COVERAGE DOES NOT CONSTITITUE A CONTRACT BETWEEN THE
Author)
Authority
ty
ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE
CERTIFICATE HOLDER
C/O ALLIANT INSURANCE SERVICES, INC.
IMPORTANT: If the cenmcate holder Is requesting a WAVER OF SUBROGATION, the
PO BOX 6450
NEWPORT BEACH, CA 92658-6450
Memorandums of Coverage must be endorsed. A statement on this certificate does not Confer
rights to the codificate holder in lieu of such endorsementh).
PHONE (949) 756-02711 FAX (619) 699-0901
COVERAGE
LICENSE #OC36861
AFFORDED BY: A - See attached schedule of insurers '..
Member:
COVERAGE
BIG INDEPENDENT CITIES EXCESS POOL (BICEP)
AFFORDED BY: 13
MEMBER AGENCY, CITY OF HUNTINGTON BEACH
COVERAGE
ATTN: MICHELE CARR
2000 MAIN STREET
AFFORDED BY: C
HUNTINGTON BEACH, CA 92648
COVERAGE
AFFORDED BY: D
Coveragges
THIS IS TO CERTIFY THAT THE MEMORANDUMS OF COVERAGE AND POLICIES LISTED BELOW HAVE BEEN ISSUED TO THE MEMBER
NAMED ABOVE FOR THE 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 COVERAGE AFFORDED
BY THE MEMORANDUMS AND POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF '..
SUCH MEMORANDUMS AND POLICIES.
CO
TYPE OF COVERAGE
MEMORANDUM!
COVERAGE EFFECTIVE
COVERAGE EXPIRATION
LIABILITY LIMITS
LTR
POLICY NUMBER
DATE ffIWDDNYYY)
DATE (MM/DDNYYY)
A
EXCESS WORKERS'
See attached
07/01/2013
07/0112014
WORKERS'COMPENSATOW
COMPENSATION &
Schedule of
Difference between
EMPLOYER'S LIABILITY
Insurers for policy
Statutory and Members '..
numbers
$1,000,000 Retention '..
EMPLOYERS' LIABILITY:
Difference between
$5.000,000 and Member's
$1,000,000 Retention
LIMITS APPLY PER OCCURRENCE FOR ALL PROGRAM MEMBERS COMBINED.
Description of Operations/LocationsNehicles/Special Items:
AS RESPECTS EVIDENCE OF COVERAGE FOR SERVICES AGREEMENT FOR PUBLIC SAFETY HELICOPTER SUPPORT BETWEEN THE CITY
OF HUNTINGTON BEACH AND THE CITY OF NEWPORT BEACH. '..
THE AUTHORITY WAIVES ITS RIGHTS OF SUBROGATION AGAINST NEWPORT BEACH, ITS OFFICERS, AGENTS, EMPLOYEES AND
VOLUNTEERS PURSUANT TO ENDORSEMENT NUMBER U-4.
Cancellation
Certificate Holder
SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUMS OF COVERAGEIPOLICIES
CITY OF NEWPORT BEACH
BE CANCELLED BEFORE THE EXPIRATION THEREOF, NOTICE WILL BE DELIVERED IN
ATTN: CHIEF JAY R. JOHNSON
ACCORDANCE WITH THE MEMORANDUMS OF COVERAGE/POLICIES PROVISIONS.
NEWPORT BEACH POLICE DEPARTMENT
AUTHORIZED REPRESENTATIVE
870 SANTA BARBARA DRIVE
NEWPORT BEACH, CA 92658
CSAC EXCESS INSURANCE AUTHORITY
Page 1 of 2
CSAC EXCESS INSURANCE AUTHORITY
EXCESS WORKERS' COMPENSATION PROGRAM
2013/2014 SCHEDULE OF INSURERS
Big Independent Cities Excess Pool (BICEP) member agencies (as endorsed) City of
Huntington Beach
PROVIDER
MEMORANDUM/POLICY
NUMBER
LIMIT
CSAC Excess Insurance Authority
EIA -PE 13 EWC-05
Workers' Compensation:
$50,000,000 each accidentleach employee
for disease
$50,000,000 each accident/each employee
for communicable disease
(Difference between $50,000,000 and the
individual member's retention)
Employers' Liability:
$5,000,000 each Accident
$5,000,000 each Employee for Disease
(Difference between $5,000,000 and the
--
_..-,_
individual member's retention
--- _" , _
National Union Fire Insurance Co. of
XWC 091-06-12
Statutory each accident/ each employee
Pittsburgh, PA (AIG)
for disease excess of
excess insurance policy
$50,000,000
EWC above $1 MIL PAGE 2 of 2
♦M• •
CSAC EXCESS INSURANCE AUTHORITY
EXCESS WORKERS' COMPENSATION
It is understood and agreed that Section Vlll. SUBROGATION of the CONDITIONS section of
the Memorandum of Coverage is deleted in its entirety and replaced by the following:
VIIL SUBROGATION: In the event of any payment under this Memorandum, the Authority shall
be subrogated, to the extent of such payment, to all the Covered Party's rights of recovery
therefore, and the Covered Party shall execute all papers required and shall do everything
that may be necessary to secure such rights, Any amount recovered as a result of such
proceedings, together with all expenses necessary to the recovery of any such amount shall
be apportioned as follows: The Authority shall first be reimbursed to the extent of its actual
payment hereunder. If any balance then remains, said balance shall be applied to reimburse
the Covered Party. The expenses of all proceedings necessary to the recovery of such
amount shall be apportioned between the Covered Party and the Authority in the ratio of their
respective recoveries as finally settled. If there should be no recovery in proceedings instituted
solely on the initiative of the Authority, the expenses thereof shall be borne by the Authority.
However, in the event of any loss payment under this Memorandum for which you have waived
the right of recovery in a written contract entered into prior to the loss, we hereby agree to also
waive our right of recovery but only with respect to such loss.
It is further agreed that nothing herein shall act to increase the Authority's limit of indemnity.
This endorsement is part of the Memorandum of Coverage and takes effect on the effective
date of the Memorandum of Coverage unless another effective date is shown below. All other
terms and conditions remain unchanged.
Effective Date:
Issued to: ALL MEMBERS
Issue Date: June 24, 2013
Authorized Represntative
CSAC Excess Insur thonty
Memorandum No.: EIA 13 EWC-00
I ISSUE DATE:
CERTIFICATE OF COVERAGE 06/26/2013
PRODUCER: T141S CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO
RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND,
Alliant Insurance Services, (nc. t EXTEND OR ALTER THE COVERAGE AFFORDED BY THE MEMORANDUM OR POLICY
AO- BOX 6450 BELOW:
NEWPORT BEACH, CA 92658-6492658-6450PH (949) 756-0271 / FAX (949) 56_2713 COMPANIES AFFORDING COVERAGE
LICENSE NO. OC36861 COMPI A NY LETTER A) B IG INDEPENDENT CR` IES EXCESS PC) I OL
BIG INDEPENDENT CITIES EXCESS FOOL MEMBER:
CITY OF HUNTINGTON BEACH
ATTN: PATTI WILLIAMS, RISK MANAGER
2000 MAIN STREET
HUNTINGTON BEACH, CA 92648
COMPANY LETTER (B)
COMPANY LETTER (C)
COMPANY LETTER (D)
COMPANY LETTER (E)
COMPANY LETTER (F)
THIS IS TO CERTIFY THAI THE MEMORANDUM OF COVERAGE OR POLICYJIES) LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE
FOR THE POLICY OR MEMORANDUM 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 COVERAGES AFFORDED BY THE
MEMORANDUM OR POLICYIiES) DESCRIBED HEREIN ARE SUBJECT TO ALL THE'rERMS, EXCLUSIONS, AND CONDI T IONS OF SUCH MEMORANDUM OR
POLICY. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
CO TYPES MEMORANDUM MEMORANDUM i MEMORANDUM 1
LTR OF OR OR POLICY OR POLICY LIMIT
j COVERAGES I POLICY NUMBER
EFFECTIVE EXPIRES i
i EXCESS LIABILITY
i
A OCCURRENCE FORM
iINCLUDING AUTOMOBILE
LIABILITY
BO -01 j 07/0112013 j 07/0112014
j DIFFERENCE BETWEEN
BI & ED $2,000,000 POOL LIMIT
COMBINED t AND
SELF-INSUREDRETENTION
'-'' ... -
9CAiP'OON0F0 PER,',.a
'-,-
Anw.-ONSI-LO'CA"nONSIVEHI,CL--"ES/RESTRIC"'TION--,
S[S,PECiA—L-M-"M,S-:
AS RESPECTS SERVICES AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND THE CITY OF NEWPORT BEACH.
THE CITY OF NEWPORT BEACH IS INCLUDED AS ADDITIONAL INSURED SOLELY WITH RESPECT TO BODILY INJURY AND PROPERTY
DAMAGE ARISING OUT OF OPERATIONS AS DESCRIBED BY OR ON BEHALF OF THE NAMED INSURED PER ATTACHED ENDORSEMENT.
SUBJECT TO POLICY TERMS, CONDITIONS AND EXCLUSIONS
CERTIFICATE' 6EDIER
SHOULD ANY OF THE ABOVE DESCRIBED POUCIES BE CANGBLLED BEFORE
THE EXPIRATION DATE'HEREOF, THE fSSUING COMPANY WILL ENDEAVOR TO
MAIL aQ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN
RUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
NEWPORT BEACH POLICE DEPARTMENT LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR
ATTN: CHIEF JAY R. JOHNSON REPRESENTATIVES.
870 SANTA BARBARA DRIVE AUTHORIZED REPRESENT TIVE
NEWPORT BEACH, CA 92658
Al
Memorandum of Liability Coverage No, BO -06
THIS ENDORSEMENT CHANGES THE MEMORANDUM. PLEASE READ IT CAREFULLY,
This endorsement modifies coverage- provided under the following:
BICEP MASTER MEMORANDUM OF LIABILITY COVERAGE
The following is added to SECTION 11, 6. COVERED PARTY
L Any person(s), entity(ies), or organization(s) to whom the "Covered Party" is
obligated by virtue of a "Covered Indemnity Contract" to provide coverage solely
with respect to "Bodily Injury" and "Property Damage' arising out of:
a. Premises leased, used or occupied by you;
b. "Automobiles" leased or rented by you;
c. Equipment owned, leased, rented, maintained or used by you;
d. Mortgagees of the Covered Party; or
e. Property Owners and property manager of property owned, leased, rented or
occupied by you.
However, this coverage under this endorsement does not apply to:
i. An "Occurrence" which takes place prior to or after you cease to occupy the
prenuse as stated in the "Covered Indemnity Contract;"
ii. Any structural alteration, new construction or demolition operations performed by
or on behalf of the "Additional Covered Party;"
iii. Any "Public Entity Errors and Omissions" or "Employment Practices"
2. The Limits of Coverage afforded under this endorsement will be limited to the
Limits of Coverage required within the terms of the "Covered Indemnity Contract" or
the Limits of Coverage of this Memorandum, whichever is less, and will apply in
excess of any underlying insurance or your "Self Insured Retention" shown in the
Declarations. We will not be obligated for limits of coverage shown in the "Covered
Indemnity Contract' that are greater than the Limits of Coverage of this
Memorandum.
SERVICES AGREEMENT FOR PUBLIC SAFETY
HELICOPTER SUPPORT BETWEEN THE
CITY OF HUNTINGTON BEACH AND THE
CITY OF NEWPORT BEACH
This Services Agreement for Public Safety Helicopter Support ("Agreement") is made by
and between the City of Huntington Beach, a California Municipal Corporation ("Huntington
Beach") and the City of Newport Beach, a California Municipal Corporation ("Newport Beach")
based on the following:
A. Huntington Beach employs, maintains, trains and equips personnel capable of
responding to requests for public safety helicopter services from ground based public safety
personnel.
B. Newport Beach is responsible for providing public safety services within its
jurisdiction, which include public safety helicopter services.
C. Newport Beach requires the services of Huntington Beach to provide public
safety helicopter services to its land and residents.
TERM
This Agreement shall commence on the date it is last executed by a party and end
on June 30, 2014 unless terminated earlier as set forth herein.
PURPOSE
1.01 The purpose of this Agreement is to provide public safety helicopter services to
Newport Beach's land and residents and for Newport Beach to pay an all inclusive flat rate per
hour for the cost of the services provided by Huntington Beach.
1.02 Nothing in this Agreement shall be interpreted to give Newport Beach a right to
services from Huntington Beach. Huntington Beach expressly retains all rights and powers to
direct, manage, maintain, train, employ, equip, operate and control all equipment, facilities,
properties and personnel in providing public safety helicopter services to Newport Beach
pursuant to this Agreement. Newport Beach acknowledges and agrees that the efficient use of
public safety helicopter services requires a timely and prioritized response of a helicopter.
Newport Beach agrees that Huntington Beach will have the sole discretion to determine the
priority of calls for service and when an assignment of an air crew to a call will be terminated.
1.03 Notwithstanding anything in the Agreement to the contrary, the Newport Beach
expressly retains all rights and powers to direct, manage, maintain, train, employ, equip, operate
and control all equipment, facilities, properties and personnel in providing ground based public
safety services to its land and residents.
II
SERVICES
2.01 Huntington Beach will furnish Newport Beach with public safety helicopter
services that will include a helicopter aircrew comprised of a pilot and tactical flight officer that
are both sworn peace officers and specially trained to conduct public safety helicopter services.
Huntington Beach and the helicopter aircrews retain the sole and exclusive discretion as to the
specific type, nature, timing and duration of the services performed pursuant to this Agreement.
2.02 Huntington Beach certifies that all helicopter aircrews providing public safety
helicopter services to Newport Beach under this Agreement currently possess, and shall maintain
for the life of this Agreement, all pennits, licenses, certifications, and training required from any
federal, state or local governmental entity to provide public safety helicopter services.
2.03 In no event shall Huntington Beach or the helicopter aircrew be responsible for
the direction and control of ground based public safety personnel and equipment of Newport
Beach during the course and scope of the public safety helicopter services performed pursuant to
this Agreement.
2.04 In the event of a natural disaster or local or regional emergency, Huntington
Beach shall take all reasonable steps to provide Newport Beach with public safety helicopter
service that is dedicated to the exclusive use of Newport Beach. This shall include an obligation
on the part of Huntington Beach to "hold over" any on -duty and/or "call in" any off-duty
helicopter aircrew(s) or personnel necessary to provide Newport Beach with public safety
helicopter service that is dedicated to the exclusive use of Newport Beach. Additionally, in the
event of a natural disaster or local or regional emergency, Huntington Beach shall provide
Newport Beach with a first right of refusal to have public safety helicopter services prior to
allowing or releasing said public safety helicopter services to other governmental agencies for
use or deployment during said natural disaster or local or regional emergency.
III
COMPENSATION
3.01 Newport Beach shall pay Huntington Beach for the public safety helicopter
services provided on an hourly basis in accordance with the provisions of this Section.
Huntington Beach's total compensation for all services performed in accordance with this
Agreement shall not exceed Two Million One Hundred Thousand Dollars and no/100
($2,100,000.00) without prior written authorization from Newport Beach. Furthermore,
Huntington Beach's total compensation in any single Fiscal Year (defined as July 1St through
June 30th) shall not exceed Seven Hundred Thousand Dollars and no/100 ($700,000.00) without
prior written authorization from Newport Beach.
3.02 Huntington Beach shall provide public safety helicopter services to Newport
Beach at an all inclusive flat rate of Seven Hundred Dollars ($700.00) per hour of service
provided. Newport Beach shall incur no other direct or indirect costs or fees for the services
Services Agreement For Public safety Helicopter Support
2
provided by Huntington Beach under this Agreement. Huntington Beach shall bill Newport
Beach for all public safety helicopter services provided under this Agreement in tenth of an hour
increments.
3.03 Huntington Beach shall submit monthly invoices to Newport Beach describing the
public safety helicopter services provided in the preceding month. Huntington Beach will also
provide Newport Beach with a monthly statement detailing all calls for service and time spent on
routine patrol over Newport Beach's jurisdiction. The monthly statement shall include the
names of the helicopter aircrew who performed the services, a brief description of the services
performed and/or the specific task performed, the date the services were performed, the number
of hours spent on all services billed on an hourly basis in tenth of an hour increments.
3.04 Newport Beach's Chief of Police, or the Chief's designee (the "Chief'), shall
notify the Huntington Beach Air Support Unit Commander ("Unit Commander") within twenty
(20) days of receipt of the monthly statement of any disputed calls for service or time spent on
routine patrol over Newport Beach's jurisdiction. The Unit Commander and the Chief will
review the public safety helicopter service provided by Huntington Beach on an as needed basis
to ensure that it coincides with the service level desired by Newport Beach. The Unit
Commander and the Chief will be responsible for cooperatively resolving any disputes over
services provided under this Agreement and adjusting the service level to coincide with that
desired by Newport Beach.
3.05 Should Huntington Beach provide over One Thousand (1000) hours of public
safety helicopter services to Newport Beach in any single Fiscal Year under this Agreement,
Huntington Beach acknowledges and agrees that it shall not receive any compensation for said
services without the prior written authorization from Newport Beach.
IV
NEWPORT BEACH DUTIES
4.01 Newport Beach shall pay Huntington Beach an all inclusive flat rate per hour for
the cost of the services provided by Huntington pursuant to Paragraph 3.01 — 3.05 of this
Agreement, for services provided by Huntington Beach under this Agreement. The public safety
helicopter services performed by the Huntington Beach shall be deemed to commence as of the
date and time the aircraft is dispatched to, or arrives over, the airspace of Newport Beach;
whichever occurs first. These services shall continue until the aircrew notifies Newport Beach
that the assignment is complete or that the assignment must be terminated due to a higher priority
assignment. Huntington Beach helicopter aircrew shall be responsible to notify Newport Beach's
dispatch center that the assignment is complete or that the assignment must be terminated due to a
higher priority assignment. Services performed by Huntington Beach aircraft for Newport Beach
shall be defined as:
A. A direct request for public safety helicopter services by Newport Beach where a
Huntington Beach aircraft is dispatched to or arrives over the incident
(operationally identified as a "D-1" call) or;
Services Agreement For Public safety Helicopter Support
3
B. Any public safety call generated by Newport Beach and monitored by a
Huntington Beach helicopter aircrew in which the aircraft arrives over the
incident (operationally identified as a "D-2" call) or;
C. Routine patrol over Newport Beach's jurisdictional areas, in which case
Huntington Beach's aircrew shall notify Newport Beach's dispatch center
upon their arrival and depart from Newport Beach's jurisdictional area.
Newport Beach may authorize its ground based public safety supervision to cancel a
response by a Huntington Beach aircrew.
4.02 Newport Beach agrees to install within its communications/dispatch center any
radio equipment necessary to communicate directly with Huntington Beach on the designated
frequency (800 MHz Talk Group) agreed upon by Huntington Beach and Newport Beach. All
costs associated with said installation shall be paid by Newport Beach.
V
INDEMNIFICATION AND WAIVER
5.01 Newport Beach agrees that Huntington Beach should be fully protected from any
loss, injury, damage, claim, lawsuit, cost or expense arising out of, or in any way related, to the
performance of services pursuant to this Agreement that is in excess of Huntington Beach's
requirement to carry and maintain certain policies of insurance and name Newport Beach as an
additional insured as set forth below in section VI. Subject to Huntington Beach's requirement
to carry and maintain certain policies of insurance and name Newport Beach as an additional
insured as set forth below in section VI, the provisions of this Agreement should be construed
and interpreted to provide the fullest possible protection to Huntington Beach. Newport Beach
acknowledges that Huntington Beach would not provide services in the absence of the
commitments of Newport Beach as specified in this Agreement. Huntington Beach
acknowledges that Newport Beach would not enter into this Agreement in the absence of
Huntington Beach's commitment and obligation to carry and maintain certain policies of
insurance and name Newport Beach as an additional insured as set forth below in section VI.
5.02 To the fullest extent permitted by law, Newport Beach shall indemnify, defend
and hold harmless Huntington Beach, its boards, officers, agents and employees (collectively, the
"Indemnified Parties") from and against any and all claims (including, without limitation, claims
for bodily injury; death or damage to property), demands, obligations, damages, actions, causes
of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including,
without limitation, attorney's fees, disbursements and court costs) of every kind and nature
whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any
manner relate (directly or indirectly) to any services provided under this Agreement including,
but not limited to, activities that relate in any way to this Agreement (including the negligent
and/or willful acts, errors and/or omissions of Newport Beach, its council members, officers,
agents, employees, and anyone employed directly or indirectly by any of them or for whose acts
they may be liable or any or all of them) that is in excess of Huntington Beach's requirement to
carry and maintain certain policies of insurance and name Newport Beach as an additional
Services Agreement For Public safety Helicopter Support
4
insured as set forth below in section VI. Notwithstanding the foregoing, nothing herein shall be
construed to require Newport Beach to indemnify the Indemnified Parties from any Claim
arising from the negligence or willful misconduct of the Indemnified Parties. This indemnity
shall apply to all claims and liability regardless of whether any insurance policies are applicable.
5.03 Huntington Beach shall defend, indemnify and hold harmless Newport Beach and its
officers, employees, contractors, agents and representatives, with respect to any claim, loss,
liability, damage, lawsuit, cost or expense that arises out of, or is in any way related, to the
negligence or willful misconduct by Huntington Beach, including its boards, officers, agents and
employees, within the Newport Beach's jurisdiction. The obligation of Huntington Beach
pursuant to this section extends, without limitation, to any injury, death, loss or damage which
occurs within Newport Beach's jurisdiction and which is sustained by any third party, any
employee or contractor of Newport Beach and to such contractor's employees.
VI
INSURANCE
6.01 Without limiting Huntington Beach's indemnification of Newport Beach, and
prior to commencement of Work, Huntington Beach shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to Newport Beach.
6.01.1 Proof of Insurance. Huntington Beach shall provide certificates of
insurance to Newport Beach as evidence of the insurance coverage required herein., Insurance
certificates and endorsement must be approved by Newport Beach's Risk Manager prior to
commencement of performance. Current certification of insurance shall be kept on file with
Newport Beach at all times during the term of this contract. Newport Beach reserves the right to
require complete, certified copies of all required insurance policies, at any time.
Huntington Beach shall procure and maintain for the duration of the contract insurance against
claims for injuries to persons or damages to property, which may arise from or in connection
with the performance of the Work hereunder by Huntington Beach, his agents, representatives,
employees or subconsultants. The cost of such insurance shall be included in Huntington
Beach's bid.
6.01.2 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact business of
insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and
Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key
Rating Guide, unless otherwise approved by the Newport Beach's Risk Manager.
6.01.3 Coverage Requirements.
6.01.3.1 Workers' Compensation Coverage. Huntington Beach
shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability
Insurance (with limits of at least one million dollars ($1,000,000)) for Huntington Beach's
Services Agreement For Public safety Helicopter Support
5
employees in accordance with the laws of the State of California, Section 3700 of the Labor
Code.
Any notice of cancellation or non -renewal of all Workers' Compensation policies must be
received by Newport Beach at least thirty (30) calendar days (ten (10) calendar days written
notice of non-payment of premium) prior to such change.
Huntington Beach shall submit to Newport Beach, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of Newport Beach, its officers, agents, employees
and volunteers.
6.01.3.2 Aircraft Liability Coverage. Huntington Beach shall
maintain commercial aircraft liability insurance in an amount not less than twenty-five million
dollars ($25,000,000) per occurrence for bodily injury, personal injury, and property damage,
including without limitation, blanket contractual liability including war risk and premises
liability insurance to include property damages incidental to the operations of the named insured
6.01.3.3 Automobile Liability Coverage. Huntington Beach shall
maintain automobile insurance covering bodily injury and property damage for all activities of
the Huntington Beach arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an
amount not less than one million dollars ($1,000,000) combined single limit for each accident.
6.01.4 Other Insurance Provisions or Requirements. The policies are to contain,
or be endorsed to contain, the following provisions:
6.01.4.1 Additional Insured. Endorsement naming the City of Newport
Beach as respects the Aircraft Liability coverage with primary non-contributory and severability
of interest language.
6.01.4.2 Waiver of Subrogation. All insurance coverage maintained
or procured pursuant to this agreement shall be endorsed to waive subrogation against Newport
Beach, its elected or appointed officers, agents, officials, employees and volunteers or shall
specifically allow Huntington Beach or others providing insurance evidence in compliance with
these requirements to waive their right of recovery prior to a loss. Huntington Beach hereby
waives its own right of recovery against Newport Beach, and shall require similar written
express waivers and insurance clauses from each of its subconsultants. This waiver of
subrogation extends to hull loss and property damage.
6.01.4.3 Enforcement of Contract Provisions. Huntington Beach
acknowledges and agrees that any actual or alleged failure on the part of the Newport Beach to
inform Huntington Beach of non-compliance with any requirement imposes no additional
obligations on the Newport Beach nor does it waive any rights hereunder.
6.01.4.4 Requirements not Limiting. Requirements of specific
coverage features or limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided by any insurance:
Specific reference to a given coverage feature is for purposes of clarification only as it pertains to
Services Agreement For Public safety Helicopter Support
6
a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type.
6.01.4.5 Notice of Cancellation. Huntington Beach agrees to
oblige its insurance agent or broker and insurers to provide to Newport Beach with thirty (30)
days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or
nonrenewal of coverage for each required coverage.
6.01.6 Timely Notice of Claims. Huntington Beach shall give Newport Beach
prompt and timely notice of claims made or suits instituted that arise out of or result from
Huntington Beach's performance under this Agreement.
6.01.7 Additional Insurance. Huntington Beach shall also procure and maintain,
at its own cost and expense, any additional kinds of insurance, which in its own judgment may
be necessary for its proper protection and prosecution of the Work.
VII
MISCELLANEOUS PROVISIONS
7.01 Each of the Parties to this Agreement shall immediately notify the other of any
litigation or claim that is asserted by or against either party regarding this Agreement. In the
event of any dispute or legal action arising under this Agreement, the prevailing party shall not
be entitled to attorney's fees.
7.02 Each of the Parties to this Agreement shall cooperate with one another in the
defense of any lawsuit or claim filed against either party, arising out of, or in any way related, to
this Agreement, as well as any effort of Huntington Beach to collect money from persons or
entities responsible for any request for public safety helicopter services.
7.03 The public safety helicopter services provided by Huntington Beach under this
Agreement shall not be assigned, transferred, contracted or subcontracted out without the prior
written approval of Newport Beach.
7.04 Each of the Parties to this Agreement may terminate this Agreement without
cause upon sixty (60) days prior written notice.
7.05 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.
7.06 If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement
shall continue in full force and effect.
7.07 This Agreement may be modified or amended only by a written document
executed by both Huntington Beach and Newport Beach.
Services Agreement For Public safety Helicopter Support
7
7.08 The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by reason of the
authorship of the Agreement or any other rule of construction which might otherwise apply.
7.09 This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of
whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be
held to vary the provisions herein.
7.10 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.
7.11 Except as specifically authorized under this Agreement, the services to be
provided under this Agreement shall not be assigned, transferred, contracted or subcontracted out
without the prior written approval of Huntington Beach and Newport Beach.
7.12 This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.
7.13 The Parties shall at their 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.
7.14 The Parties each represent that they are an equal opportunity employer and they
shall not discriminate against any subcontractor, employee or applicant for employment because
of race, religion, color, national origin, handicap, ancestry, sex or age.
7.15 All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served when delivered
personally, or on the third business day after the deposit thereof in the United States mail,
postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands,
requests or approvals from Huntington Beach to Newport Beach shall be addressed to Newport
Beach at:
Attn: Chief Jay R. Johnson
Newport Beach Police Department
870 Santa Barbara Drive
Newport Beach, CA 92658
Phone: 949-644- 3701
Fax: 949-718-1082
Services Agreement For Public safety Helicopter Support
8
All notices, demands, requests or approvals from Newport Beach to Huntington Beach
shall be addressed to Huntington Beach at:
Attention: Kenneth W. Small
Huntington Beach Police Department
2000 Main Street
P.O. Box 70
Huntington Beach, CA 92648
Phone: 714-536-5903
Fax: 714-536-5605
IN WITNESS WHERE OF, the parities hereto have caused this Agreement to be executed on the
dates written below.
CITY 9F NEWPORT BEACH
Date:
UA )IL
MICHAEL F. HENN, Mayor
City of Newport Beach
ATTEST:
Date:
City of Newport Beach
OFFICE OF THE CITY ATTORNEY
Date:
DAM R. HUNT, City Attorney
City of Newport Beach
CITY OF HUNTINGTON BEACH
Date:
JOE CARCHIO, Mayor
City of Huntington Beach
ATTEST:
N L. FLYNN, City Clerk
of Huntington Beach
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
Date:
JENNIFER MCGRATH, City Attorney
City of Huntington Beach
Services Agreement For Public safety Helicopter Support
9
All notices, demands, requests or approvals from Newport Beach to Huntington Beach
shall be addressed to Huntington Beach at:
Attention: Kenneth W. Small
Huntington Beach Police Department
2000 Main Street
P.O. Box 70
Huntington Beach, CA 92648
Phone: 714-536-5903
Fax: 714-536-5605
IN WITNESS WHERE OF, the parities hereto have caused this Agreement to be executed on the
dates written below.
CITY OF NEWPORT BEACH
MICHAEL F. HENN, I
City of Newport Beach
AT'T'EST:
Date: I. ?l•
City of Newport Beach
APPROVED AS TO FORM:
City of Newport Beach
OF
BEACH
JOE +RCHIO, Mayor
City of Huntington Beach.
Beach
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
Date: v
F -Z xk--�
(z- JENNIFER MCGRATH, City Attorney
City of Huntington Beach
Services Agreement For Public safety Helicopter Support
9
G- ca(00
a3
SERVICES AGREEMENT FOR PUBLIC SAFETY
'
HELICOPTER SUPPORT BETWEEN THE
CITY OF HUNTINGTON BEACH AND THE
CITY OF NEWPORT BEACH
This Services Agreement for Public Safety Helicopter Support ("Agreement") is made by
and between the City of Huntington Beach, a California Municipal Corporation ("Huntington
Beach") and the City of Newport Beach, a California Municipal Corporation ("Newport Beach")
based on the following:
A. Huntington Beach employs, maintains, trains and equips personnel capable of
responding to requests for public safety helicopter services from ground based public safety
personnel.
B. Newport Beach is responsible for providing public safety services within its
jurisdiction, which include public safety helicopter services.
C. Newport Beach requires the services of Huntington Beach to provide public
safety helicopter services to its land and residents.
TERM
This Agreement shall commence on July 1, 2011 and end on August 31, 2011.
PURPOSE
1.01 The purpose of this Agreement is to provide public safety helicopter services to
Newport Beach's land and residents and for Newport Beach to pay an all inclusive flat rate per
hour for the cost of the services provided by Huntington Beach.
1.02 Nothing in this Agreement shall be interpreted to give Newport Beach a right to
services from Huntington Beach. Huntington Beach expressly retains all rights and powers to
direct, manage, maintain, train, employ, equip, operate and control all equipment, facilities,
properties and personnel in providing public safety helicopter services to Newport Beach
pursuant to this Agreement. Newport Beach acknowledges and agrees that the efficient use of
public safety helicopter services requires a timely and prioritized response of a helicopter.
Newport Beach agrees that Huntington Beach will have the sole discretion to determine the
priority of calls for service and when an assignment of an air crew to a call will be terminated.
1.03 Notwithstanding anything in the Agreement to the contrary, the Newport Beach
expressly retains all rights and powers to direct, manage, maintain, train, employ, equip, operate
and control all equipment, facilities, properties and personnel in providing ground based public
safety services to its land and residents.
YI
SERVICES
2.01 Huntington Beach will furnish Newport Beach with public safety helicopter
services that will include a helicopter aircrew comprised of a pilot and tactical flight officer that
are both sworn peace officers and specially trained to conduct public safety helicopter services.
Huntington Beach and the helicopter aircrews retain the sole and exclusive discretion as to the
specific type, nature, timing and duration of the services performed pursuant to this Agreement.
2.02 Huntington Beach certifies that all helicopter aircrews providing public safety
helicopter services to Newport Beach under this Agreement currently possess, and shall maintain
for the life of this Agreement, all permits, licenses, certifications, and training required from any
federal, state or local governmental entity to provide public safety helicopter services.
2.03 In no event shall Huntington Beach or the helicopter aircrew be responsible for
the direction and control of ground based public safety personnel and equipment of Newport
Beach during the course and scope of the public safety helicopter services performed pursuant to
this Agreement.
2.04 In the event of a natural disaster or local or regional emergency, Huntington
Beach shall take all reasonable steps to provide Newport Beach with public safety helicopter
service that is dedicated to the exclusive use of Newport Beach. This shall include an obligation
on the part of Huntington Beach to "hold over" any on -duty and/or "call in" any off-duty
helicopter aircrew(s) or personnel necessary to provide Newport Beach with public safety
helicopter service that is dedicated to the exclusive use of Newport Beach. Additionally, in the
event of a natural disaster or local or regional emergency, Huntington Beach shall provide
Newport Beach with a first right of refusal to have public safety helicopter services prior to
allowing or releasing said public safety helicopter services to other governmental agencies for
use or deployment during said natural disaster or local or regional emergency.
III
COMPENSATION
3.01 Newport Beach shall pay Huntington Beach for the public safety helicopter
services provided on a hourly basis in accordance with the provisions of this Section.
Huntington Beach's compensation for all services performed in accordance with this Agreement
shall not exceed Seventy-five Thousand Dollars and no/100 ($75,000.00) without prior written
authorization from Newport Beach.
3.02 Huntington Beach shall provide public safety helicopter services to Newport
Beach at an all inclusive flat rate of Seven Hundred Dollars ($700.00) per hour of service
provided. Newport Beach shall incur no other direct or indirect costs or fees for the services
provided by Huntington Beach under this Agreement. Huntington Beach shall bill Newport
Beach for all public safety helicopter services provided under this Agreement in tenth of an hour
increments.
Services Agreement For Public safety Helicopter Support
2
3.03 Huntington Beach shall submit monthly invoices to Newport Beach describing the
public safety helicopter services provided in the preceding month. Huntington Beach will also
provide Newport Beach with a monthly statement detailing all calls for service and time spent on
routine patrol over Newport Beach's jurisdiction. The monthly statement shall include the
names of the helicopter aircrew who performed the services, a brief description of the services
perfonned and/or the specific task performed, the date the services were performed, the number
of hours spent on all services billed on an hourly basis in tenth of an hour increments. .
3.04 Newport Beach's Chief of Police, or the Chief's designee (the "Chief'), shall
notify the Huntington Beach Air Support Unit Commander ("Unit Commander") within twenty
(20) days of receipt of the monthly statement of any disputed calls for service or time spent on
routine patrol over Newport Beach's jurisdiction. The Unit Commander and the Chief will
review the public safety helicopter service provided by Huntington Beach on an as needed basis
to ensure that it coincides with the service level desired by Newport Beach. The Unit
Commander and the Chief will be responsible for cooperatively resolving any disputes over
services provided under this Agreement and adjusting the service level to coincide with that
desired by Newport Beach.
3.05 Should Huntington Beach provide over One Hundred and Seven (107) hours of
public safety helicopter services to Newport Beach under this Agreement, Huntington Beach
acknowledges and agrees that it shall not receive any compensation for said services without the
prior written authorization from Newport Beach.
Iv
NEWPORT BEACH DUTIES
4.01 Newport Beach shall pay Huntington Beach an all inclusive flat rate per hour for
the cost of the services provided by Huntington pursuant to Paragraph 3.01 — 3.05 of this
Agreement, for services provided by Huntington Beach under this Agreement. The public safety
helicopter services performed by the Huntington Beach shall be deemed to commence as of the
date and time the aircraft is dispatched to, or arrives over, the airspace of Newport Beach,
whichever occurs first. These services shall continue until the aircrew notifies Newport Beach
that the assignment is complete or that the assignment must be terminated due to a higher priority
assignment. Huntington Beach helicopter aircrew shall be responsible to notify Newport Beach's
dispatch center that the assignment is complete or that the assignment must be terminated due to a
higher priority assignment. Services performed by Huntington Beach aircraft for Newport Beach
shall be defined as:
A. A direct request for public safety helicopter services by Newport Beach where a
Huntington Beach aircraft is dispatched to or arrives over the incident
(operationally identified as a "D-1" call) or;
B. Any public safety call generated by Newport Beach and monitored by a
Huntington Beach helicopter aircrew in which the aircraft arrives over the
incident (operationally identified as a "D-2" call) or;
Services Agreement For Public safety Helicopter Support
3
C. Routine patrol over Newport Beach's jurisdictional areas, in which case
Huntington Beach's aircrew shall notify Newport Beach's dispatch center
upon their arrival and depart from Newport Beach's jurisdictional area.
Newport Beach may authorize its ground based public safety supervision to cancel a
response by a Huntington Beach aircrew.
4.02 Newport Beach agrees to comply with the FAR Part 91 and Operations Manual
section 4085 in making calls for services, which establishes priority for calls to Huntington
Beach.
4.03 Newport Beach agrees to install within its communications/dispatch center any
radio equipment necessary to communicate directly with Huntington Beach on the designated
frequency (800 MHz Talk Group) agreed upon by Huntington Beach and Newport Beach. All
costs associated with said installation shall be paid by Newport Beach.
V
INDEMNIFICATION AND WAIVER
5.01 Newport Beach agrees that Huntington Beach should be fully protected from any
loss, injury, damage, claim, lawsuit, cost or expense arising out of, or in any way related, to the
performance of services pursuant to this Agreement that is in excess of Huntington Beach's
requirement to carry and maintain certain policies of insurance and name Newport Beach as an
additional insured as set forth below in section VI. Subject to Huntington Beach's requirement
to carry and maintain certain policies of insurance and name Newport Beach as an additional
insured as set forth below in section VI, the provisions of this Agreement should be construed
and interpreted to provide the fullest possible protection to Huntington Beach. Newport Beach
acknowledges that Huntington Beach would not provide services in the absence of the
commitments of Newport Beach as specified in this Agreement. Huntington Beach
acknowledges that Newport Beach would not enter into this Agreement in the absence of
Huntington Beach's commitment and obligation to carry and maintain certain policies of
insurance and name Newport Beach as an additional insured as set forth below in section VI.
5.02 To the fullest extent permitted by law, Newport Beach shall indemnify, defend
and hold harmless Huntington Beach, its boards, officers, agents and employees (collectively, the
"Indemnified Parties") from and against any and all claims (including, without limitation, claims
for bodily injury, death or damage to property), demands, obligations, damages, actions, causes
of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including,
without limitation, attorney's fees, disbursements and court costs) of every kind and nature
whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any
manner relate (directly or indirectly) to any services provided under this Agreement including,
but not limited to, activities that relate in any way to this Agreement (including the negligent
and/or willful acts, errors and/or omissions of Newport Beach, its council members, officers,
agents, employees, and anyone employed directly or indirectly by any of them or for whose acts
they may be liable or any or all of them) that is in excess of Huntington Beach's requirement to
carry and maintain certain policies of insurance and name Newport Beach as an additional
Services Agreement For Public safety Helicopter Support
4
insured as set forth below in section VI. Notwithstanding the foregoing, nothing herein shall be
construed to require Newport Beach to indemnify the Indemnified Parties from any Claim
arising from the negligence or willful misconduct of the Indemnified Parties. This indemnity
shall apply to all claims and liability regardless of whether any insurance policies are applicable.
5.03 Huntington Beach shall defend, indemnify and hold harmless Newport Beach and its
officers, employees, contractors, agents and representatives, with respect to any claim, loss,
liability, damage, lawsuit, cost or expense that arises out of, or is in any way related, to the
negligence or willful misconduct by Huntington Beach, including its boards, officers, agents and
employees, within the Newport Beach's jurisdiction. The obligation of Huntington Beach
pursuant to this section extends, without limitation, to any injury, death, loss or damage which
occurs within Newport Beach's jurisdiction and which is sustained by any third party, any
employee or contractor of Newport Beach and to such contractor's employees.
VI
INSURANCE
6.01 Without limiting Huntington Beach's indemnification of Newport Beach, and
prior to commencement of Work, Huntington Beach shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to Newport Beach.
6.01.1 Proof of Insurance. Huntington Beach shall provide certificates of
insurance to Newport Beach as evidence of the insurance coverage required herein., Insurance
certificates and endorsement must be approved by Newport Beach's Risk Manager prior to
commencement of performance. Current certification of insurance shall be kept on file with
Newport Beach at all times during the term of this contract. Newport Beach reserves the right to
require complete, certified copies of all required insurance policies, at any time.
Huntington Beach shall procure and maintain for the duration of the contract insurance against
claims for injuries to persons or damages to property, which may arise from or in connection
with the performance of the Work hereunder by Huntington Beach, his agents, representatives,
employees or subconsultants. The cost of such insurance shall be included in Huntington
Beach's bid.
6.01.2 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact business of
insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and
Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key
Rating Guide, unless otherwise approved by the Newport Beach's Risk Manager.
6.01.3 Coverage Requirements.
6.01.3.1 Workers' Compensation Coverage. Huntington Beach
shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability
Insurance (with limits of at least one million dollars ($1,000,000)) for Huntington Beach's
Services Agreement For Public safety Helicopter Support
5
employees in accordance with the laws of the State of California, Section 3700 of the Labor
Code.
Any notice of cancellation or non -renewal of all Workers' Compensation policies must be
received by Newport Beach at least thirty (30) calendar days (ten (10) calendar days written
notice of non-payment of premium) prior to such change.
Huntington Beach shall submit to Newport Beach, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of Newport Beach, its officers, agents, employees
and volunteers.
6.01.3.2 Aircraft Liability Coverage. Huntington Beach shall
maintain commercial aircraft liability insurance in an amount not less than twenty-five million
dollars ($25,000,000) per occurrence for bodily injury, personal injury, and property damage,
including without limitation, blanket contractual liability including war risk and premises
liability insurance to include property damages incidental to the operations of the named insured
6.01.3.3 Automobile Liability Coverage. Huntington Beach shall
maintain automobile insurance, covering bodily injury and property damage for all activities of
the Huntington Beach arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an
amount not less than one million dollars ($1,000,000) combined single limit for each accident.
6.01.4 Other Insurance Provisions or Requirements. The policies are to contain,
or be endorsed to contain, the following provisions:
6.01.4.1 Additional Insured. Endorsement naming the City of Newport
Beach as respects the Aircraft Liability coverage with primary non-contributory and severability
of interest language.
6.01.4.2 Waiver of Subrogation. All insurance coverage maintained
or procured pursuant to this agreement shall be endorsed to waive subrogation against Newport
Beach, its elected or appointed officers, agents, officials; employees and volunteers or shall
specifically allow Huntington Beach or others providing insurance evidence in compliance with
these requirements to waive their right of recovery prior to a loss. Huntington Beach hereby
waives its own right of recovery against Newport Beach, and shall require similar written
express waivers and insurance clauses from each of its subconsultants. This waiver of
subrogation extends to hull loss and property damage.
6.01.4.3 Enforcement of Contract Provisions. Huntington Beach
acknowledges and agrees that any actual or alleged failure on the part of the Newport Beach to
inform Huntington Beach of non-compliance with any requirement imposes no additional
obligations on the Newport Beach nor does it waive any rights hereunder.
6.01.4.4 Requirements not Limiting. Requirements of specific
coverage features or limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided by any insurance.
Specific reference to a given coverage feature is for purposes of clarification only as it pertains to
Services Agreement For Public safety Helicopter Support
6
a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type.
6.01.4.5 Notice of Cancellation. Huntington Beach agrees to
oblige its insurance agent or broker and insurers to provide to Newport Beach with thirty (30)
days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or
nonrenewal of coverage for each required coverage.
6.01.6 Timely Notice of Claims. Huntington Beach shall give Newport Beach
prompt and timely notice of claims made or suits instituted that arise out of or result from
Huntington Beach's performance under this Agreement.
6.01.7 Additional Insurance. Huntington Beach shall also procure and maintain,
at its own cost and expense, any additional kinds of insurance, which in its own judgment may
be necessary for its proper protection and prosecution of the Work.
VII
MISCELLANEOUS PROVISIONS
7.01 Each of the Parties to this Agreement shall immediately notify the other of any
litigation or claim that is asserted by or against either party regarding this Agreement. In the
event of any dispute or legal action arising under this Agreement, the prevailing party shall not
be entitled to attorney's fees.
7.02 Each of the Parties to this Agreement shall cooperate with one another in the
defense of any lawsuit or claim filed against either party, arising out of, or in any way related, to
this Agreement, as well as any effort of Huntington Beach to collect money from persons or
entities responsible for any request for public safety helicopter services.
7.03 The public safety helicopter services provided by Huntington Beach under this
Agreement shall not be assigned, transferred, contracted or subcontracted out without the prior
written approval of Newport Beach.
7.04 Each of the Parties to this Agreement may terminate this Agreement without
cause upon sixty (60) days prior written notice.
7.05 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.
7.06 If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement
shall continue in full force and effect.
7.07 This Agreement may be modified or amended only by a written document
executed by both Huntington Beach and Newport Beach.
Services Agreement For Public safety Helicopter Support
7
7.08 The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by reason of the
authorship of the Agreement or any other rule of construction which might otherwise apply.
7.09 This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of
whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be
held to vary the provisions herein.
7.10 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.
7.11 Except as specifically authorized under this Agreement, the services to be
provided under this Agreement shall not be assigned, transferred, contracted or subcontracted out
without the prior written approval of Huntington Beach and Newport Beach.
7.12 This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.
7.13 The Parties shall at their 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.
7.14 The Parties each represent that they are an equal opportunity employer and they
shall not discriminate against any subcontractor, employee or applicant for employment because
of race, religion, color, national origin, handicap, ancestry, sex or age.
7.15 All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served when delivered
personally, or on the third business day after the deposit thereof in the United States mail,
postage prepaid, first-class mail, addressed as hereinafter provided. All notices, demands,
requests or approvals from Huntington Beach to Newport Beach shall be addressed to Newport
Beach at:
Attn: Chief Jay R. Johnson
Newport Beach Police Department
870 Santa Barbara Drive
Newport Beach, CA 92658
Phone: 949-644- 3701
Fax: 949-718-1082
All notices, demands, requests or approvals from Newport Beach to Huntington Beach
shall be addressed to Huntington Beach at:
Attention: Kenneth W. Small
Services Agreement For Public safety Helicopter Support
8
Huntington Beach Police Department
2000 Main Street
P.O. Box 70
Huntington Beach, CA 92648
Phone: 714-536-5903
Fax: 714-536-5605
IN WITNESS WHERE OF, the parities hereto have executed this Agreement the day and year
first above written.
CITY OF NEWPORT BEACH
DA FF, City Manager
City of Newport Beach
ATTEST:
ULEiL2,NI BROWN, City Clerk
City of Newport Beach
a r a
APPROVED AS TO FORM:
OFFICE OF HE CITY ATTORNEY
DAVIDA. HUNT, City Attorney
City of Newport Beach
CITY OF HUNTINGTON BEACH
FRED WILSON, City Manager
City of Huntington Beach
ATTEST:
JOAN L. FLYNN, City Clerk
City of Huntington Beach
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
JENNIFER MCGRATH, City Attorney
City of Huntington Beach
Services Agreement For Public safety Helicopter Support
9
Huntington Beach Police Department
2000 Main Street
P.O. Box 70
Huntington Beach, CA 92648
Phone: 714-536-5903
Fax: 714-536-5605
IN wiTNESS WHERE OF, the parities hereto have executed this Agreement the day and year
first above written.
CITY OF NEWPORT BEACH
DAVt7kIFF, City Manager
City of Newport Beach
,kTTEST-
RILAKI BROWN, City Clerk
/// City of Newport Beach
fit'' �yi� •Y
4
APPROVED AS TO FORM:
CITY Or.
BEACH
WIYSON, City Manager
f Huntington Beach
ATTEST:
JOAFLYNN, City Clcrk
City Huntington Beach
APPROVED AS TO FORM:
OFFICE OF HE CITY ATTORNEY OFFICE OF THE CITY ATTORNEY
_ �� _
DA . HUNT, City Attorney IFER GRATH, Cit tor-ncy. j —1, ( 1
City of Newport Beach f Huntington Beach
Services Agreement For Public safety I lclicopter Support
9 ._��_��.
Huntington Beach Police Department
2000 Main Street
P.O. Box 70
Huntington Beach, CA 92648
Phone: 714-536-3903
Fax: 714-536-5605
IN, WITNESS WHERE OF, the parities hereto have exccutcd this Agreement the day and year
first above written.
CITY OF NEWPORT BEACH
_ 6
UA IFF, City h9anaScr
City of Newport Beach
ATTEST:
E-fLAgf !LANBROWN, City Clerk'c r
Coy of Newport Beach
CITY OFjf3UNTINGTON BEACH
City Manager
n Beach
ATTEST: n
JOAN . FLYNN, City Clerk
City 'Huntington Beach llllllJl
APPROVED AS TO FORNI: APPROVED AS TO FORtI.1:
OFFICE OP HE CITY ATTORNEY OFFICE OF TIME CITY ATTORNEY
DAV�h. HUNT, Cit
Attorney IFER GRATH, Cit -tnrnc-y —
-7,Cit of Newport Beach futitHnngon
Beach
Ser ices agreement For Public safdv Helicopter Support
CITY OF
p� 8 BY THE CITY COUNCII
CITY OF PIEWPM BEAD
BEACH
u 2NEWPORTJUL 2 r• 111"11
City Council Staff Report
11, mr'ar�ra inn
Agenda
July 26, 2011
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Police Department
Jay R. Johnson, Chief of Police
949-644-3701, jjohnson@nbpd.org
PREPARED BY: Tom Fischbacher, Lieutenant
949-644-3730, tfischbacher@nbpd.org
APPROVED:u.
TITLE: Contract Approval for Public Safety Helicopter Service Between the
Cities Of Newport Beach and Huntington Beach
ABSTRACT:
Public safety helicopter service for the City of Newport Beach.
RECOMMENDATION:
Approve the services Agreement for public safety helicopter support between the City of
Huntington Beach and the City of Newport Beach ("Agreement"), and authorize the
Mayor to execute the Agreement on behalf of the City.
FUNDING REQUIREMENTS:
The current adopted budget for the Police Department includes sufficient funding for this
contract.
DISCUSSION:
As a result of the dissolution of Airborne Law Enforcement Services (ABLE), a Joint
Powers Authority, on June 30, 2011, the City of Newport Beach was left without public
safety helicopter support service. On July 1, 2011, the City of Newport Beach entered
into a two-month, public safety helicopter service contract with the City of Huntington
Beach, which has the ability to provide similar public safety helicopter service as ABLE.
The contract was executed by the City Manager to assure the City of Newport Beach
Contract Approval for Public Safety Helicopter Service Between the Cities Of Newport
Beach and Huntington Beach
July 26, 2011
Page 2
did not go without the critical service of a public safety helicopter in the short term. The
total short-term contract amount was $75,000 and offered air support for $700 per hour,
provided 107 hours for two months, or an average of 1.7 hours of patrol time per day.
Due to the critical nature of service provided by public safety helicopters to Newport
Beach Police, Fire, and Lifeguard operations, the City Manager and Chief of Police
requests the City Council approve a long-term, three-year contract for public safety
helicopter service. The proposed contract would be similar in terms to the existing two-
month contract; however, the contract amount will increase to $700,000 per year, with a
total expenditure of $2.1 million over the proposed three-year contract period. The new
contract would allow for 1,000 hours per year of exclusive public safety helicopter
services to the City of Newport Beach at an hourly rate of $700, increasing the daily
average to 2.7 hours. The consideration for a three-year contract is the benefit of the
uncharacteristically low -hourly rate for helicopter service. The proposed contract
includes a 60 day opt -out clause, which would provide the necessary flexibility for the
City of Newport Beach to pursue other public safety helicopter options.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will
not result in a direct or reasonably foreseeable indirect physical change in the
environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378)
of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it
has no potential for resulting in physical change to the environment, directly or
indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
Submitted by:
;R hnsoi n�
Chief of Police
Attachment: Contract for Public Safety Helicopter Services Between the Cities of
Newport Beach and Huntington Beach
SERVICES AGREEMENT FOR PUBLIC SAFETY
HELICOPTER SUPPORT BETWEEN THE
CITY OF HUNTINGTON BEACH AND THE
CITY OF NEWPORT BEACH
This Services Agreement for Public Safety Helicopter Support ("Agreement") is made by
and between the City of Huntington Beach, a California Municipal Corporation ("Huntington
Beach") and the City of Newport Beach, a California Municipal Corporation ("Newport Beach")
based on the following:
A. Huntington Beach employs, maintains, trains and equips personnel capable of
responding to requests for public safety helicopter services from ground based public safety
personnel.
B. Newport Beach is responsible for providing public safety services within its
jurisdiction, which include public safety helicopter services.
C. Newport Beach requires the services of Huntington Beach to provide public
safety helicopter services to its land and residents.
TERM
This Agreement shall commence on the date it is last executed by a party and end
on June 30, 2014 unless terminated earlier as set forth herein.
PURPOSE
1.01 The purpose of this Agreement is to provide public safety helicopter services to
Newport Beach's land and residents and for Newport Beach to pay an all inclusive flat rate per
hour for the cost of the services provided by Huntington Beach.
1.02 Nothing in this Agreement shall be interpreted to give Newport Beach a right to
services from Huntington Beach. Huntington Beach expressly retains all rights and powers to
direct, manage, maintain, train, employ, equip, operate and control all equipment, facilities,
properties and personnel in providing public safety helicopter services to Newport Beach
pursuant to this Agreement. Newport Beach acknowledges and agrees that the efficient use of
public safety helicopter services requires a timely and prioritized response of a helicopter.
Newport Beach agrees that Huntington Beach will have the sole discretion to determine the
priority of calls for service and when an assignment of an air crew to a call will be terminated.
1.03 Notwithstanding anything in the Agreement to the contrary, the Newport Beach
expressly retains all rights and powers to direct, manage, maintain, train, employ, equip, operate
and control all equipment, facilities, properties and personnel in providing ground based public
safety services to its land and residents.
II
SERVICES
2.01 Huntington Beach will furnish Newport Beach with public safety helicopter
services that will include a helicopter aircrew comprised of a pilot and tactical flight officer that
are both sworn peace officers and specially trained to conduct public safety helicopter services.
Huntington Beach and the helicopter aircrews retain the sole and exclusive discretion as to the
specific type, nature, timing and duration of the services performed pursuant to this Agreement.
2.02 Huntington Beach certifies that all helicopter aircrews providing public safety
helicopter services to Newport Beach under this Agreement currently possess, and shall maintain
for the life of this Agreement, all permits, licenses, certifications, and training required from any
federal, state or local governmental entity to provide public safety helicopter services.
2.03 In no event shall Huntington Beach or the helicopter aircrew be responsible for
the direction and control of ground based public safety personnel and equipment of Newport
Beach during the course and scope of the public safety helicopter services performed pursuant to
this Agreement.
2.04 In the event of a natural disaster or local or regional emergency, Huntington
Beach shall take all reasonable steps to provide Newport Beach with public safety helicopter
service that is dedicated to the exclusive use of Newport Beach. This shall include an obligation
on the part of Huntington Beach to "hold over" any on -duty and/or "call in" any off-duty
helicopter aircrew(s) or personnel necessary to provide Newport Beach with public safety,
helicopter service that is dedicated to the exclusive use of Newport Beach. Additionally, in the
event of a natural disaster or local or regional emergency, Huntington Beach shall provide
Newport Beach with a first right of refusal to have public safety helicopter services prior to
allowing or releasing said public safety helicopter services to other governmental agencies for
use or deployment during said natural disaster or local or regional emergency.
III
COMPENSATION
3.01 Newport Beach shall pay Huntington Beach for the public safety helicopter
services provided on an hourly basis in accordance with the provisions of this Section.
Huntington Beach's total compensation for all services performed in accordance with this
Agreement shall not exceed Two Million One Hundred Thousand Dollars and no/100
($2,100,000.00) without prior written authorization from.Newport Beach. Furthermore,
Huntington Beach's total compensation in any single Fiscal Year (defined as July I` through
June 30`h) shall not exceed Seven Hundred Thousand Dollars and no/100 ($700,000.00) without
prior written authorization from Newport Beach.
3.02 Huntington Beach shall provide public safety helicopter services to Newport
Beach at an all inclusive flat rate of Seven Hundred Dollars ($700.00) per hour of service
provided. Newport Beach shall incur no other direct or indirect costs or fees for the services
Services Agreement For Public safety Helicopter Support
2
provided by Huntington Beach under this Agreement. Huntington Beach shall bill Newport
Beach for all public safety helicopter services provided under this Agreement in tenth of an hour
increments.
3.03 Huntington Beach shall submit monthly invoices to Newport Beach describing the
public safety helicopter services provided in the preceding month. Huntington Beach will also
provide Newport Beach with a monthly statement detailing all calls for service and time spent on
routine patrol over Newport Beach's jurisdiction. The monthly statement shall include the
names of the helicopter aircrew who performed the services, a brief description of the services
performed and/or the specific task performed, the date the services were performed, the number
of hours spent on all services billed on an hourly basis in tenth of an hour increments.
3.04 Newport Beach's Chief of Police, or the Chief s designee (the "Chief'), shall
notify the Huntington Beach Air Support Unit Commander ("Unit Commander") within twenty
(20) days of receipt of the monthly statement of any disputed calls for service or time spent on
routine patrol over Newport Beach's jurisdiction. The Unit Commander and the Chief will
review the public safety helicopter service provided by Huntington Beach on an as needed basis
to ensure that it coincides with the service level desired by Newport Beach. The Unit
Commander and the Chief will be responsible for cooperatively resolving any disputes over
services provided under this Agreement and adjusting the service level to coincide with that
desired by Newport Beach.
3.05 Should Huntington Beach provide over One Thousand (1000) hours of public
safety helicopter services to Newport Beach in any single Fiscal Year under this Agreement,
Huntington Beach acknowledges and agrees that it shall not receive any compensation for said
services without the prior written authorization from Newport Beach.
IV
NEWPORT BEACH DUTIES
4.01 Newport Beach shall pay Huntington Beach an all inclusive flat rate per hour for
the cost of the services provided by Huntington pursuant to Paragraph 3.01 — 3.05 of this
Agreement, for services provided by Huntington Beach under this Agreement. The public safety
helicopter services performed by the Huntington Beach shall be deemed to commence as of the
date and time the aircraft is dispatched to, or arrives over, the airspace of Newport Beach,
whichever occurs first. These services shall continue until the aircrew notifies Newport Beach
that the assignment is complete or that the assignment must be terminated due to a higher priority
assignment. Huntington Beach helicopter aircrew shall be responsible to notify Newport Beach's
dispatch center that the assignment is complete or that the assignment must be terminated due to a
higher priority assignment. Services performed by Huntington Beach aircraft for Newport Beach
shall be defined as:
A. A direct request for public safety helicopter services by Newport Beach where a
Huntington Beach aircraft is dispatched to or arrives over the incident
(operationally identified as a "D-1" call) or;
Services Agreement For Public safety Helicopter Support
3
B. Any public safety call generated by Newport Beach and monitored by a
Huntington Beach helicopter aircrew in which the aircraft arrives over the
incident (operationally identified as a "D-2" call) or;
C. Routine patrol over Newport Beach's jurisdictional areas, in which case
Huntington Beach's aircrew shall notify Newport Beach's dispatch center
upon their arrival and depart from Newport Beach's jurisdictional area.
Newport Beach may authorize its ground based public safety supervision to cancel a
response by a Huntington Beach aircrew.
4.02 Newport Beach agrees to install within its communications/dispatch center any
radio equipment necessary to communicate directly with Huntington Beach on the designated
frequency (800 MHz Talk Group) agreed upon by Huntington Beach and Newport Beach. All
costs associated with said installation shall be paid by Newport Beach.
V
INDEMNIFICATION AND WAIVER
5.01 Newport Beach agrees that Huntington Beach should be fully protected from any
loss, injury, damage, claim, lawsuit, cost or expense arising out of, or in any way related, to the
performance of services pursuant to this Agreement that is in excess of Huntington Beach's
requirement to carry and maintain certain policies of insurance and name Newport Beach as an
additional insured as set forth below in section VI. Subject to Huntington Beach's requirement
to carry and maintain certain policies of insurance and name Newport Beach as an additional
insured as set forth below in section VI, the provisions of this Agreement should be construed
and interpreted to provide the fullest possible protection to Huntington Beach. Newport Beach
acknowledges that Huntington Beach would not provide services in the absence of the
commitments of Newport Beach as specified in this Agreement. Huntington Beach
acknowledges that Newport Beach would not enter into this Agreement in the absence of
Huntington Beach's commitment and obligation to carry and maintain certain policies of
insurance and name Newport Beach as an additional insured as set forth below in section VI.
5.02 To the fullest extent permitted by law, Newport Beach shall indemnify, defend
and hold harmless Huntington Beach, its boards, officers, agents and employees (collectively, the
"Indemnified Parties") from and against any and all claims (including, without limitation, claims
for bodily injury, death or damage to property), demands, obligations, damages, actions, causes
of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including,
without limitation, attorney's fees, disbursements and court costs) of every kind and nature
whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any
manner relate (directly or indirectly) to any services provided under this Agreement including,
but not limited to, activities that relate in any way to this Agreement (including the negligent
and/or willful acts, errors and/or omissions of Newport Beach, its council members, officers,
agents, employees, and anyone employed directly or indirectly by any of them or for whose acts
they may be liable or any or all of them) that is in excess of Huntington Beach's requirement to
carry and maintain certain policies of insurance and name Newport Beach as an additional
Services Agreement For Public safety Helicopter Support
4
insured as set forth below in section VI. Notwithstanding the foregoing, nothing herein shall be
construed to require Newport Beach to indemnify the Indemnified Parties from any Claim
arising from the negligence or willful misconduct of the Indemnified Parties. This indemnity
shall apply to all claims and liability regardless of whether any insurance policies are applicable.
5.03 Huntington Beach shall defend, indemnify and hold harmless Newport Beach and its
officers, employees, contractors, agents and representatives, with respect to any claim, loss,
liability, damage, lawsuit, cost or expense that arises out of, or is in any way related, to the
negligence or willful misconduct by Huntington Beach, including its boards, officers, agents and
employees, within the Newport Beach's jurisdiction. The obligation of Huntington Beach
pursuant to this section extends, without limitation, to any injury, death, loss or damage which
occurs within Newport Beach's jurisdiction and which is sustained by any third party, any
employee or contractor of Newport Beach and to such contractor's employees.
VI
INSURANCE
6.01 . Without limiting Huntington Beach's indemnification_ of Newport Beach, and
prior to commencement of Work, Huntington Beach shall obtain, provide and maintain at its own
expense during the term of this Agreement, policies of insurance of the type and amounts
described below and in a form satisfactory to Newport Beach.
6.01.1 Proof of Insurance. Huntington Beach shall provide certificates of
insurance to Newport Beach as evidence of the insurance coverage required herein., Insurance
certificates and endorsement must be approved by Newport Beach's Risk Manager prior to
commencement of performance. Current certification of insurance shall be kept on file with
Newport Beach at all times during the term of this contract. Newport Beach reserves the right to
require complete, certified copies of all required insurance policies, at any time.
Huntington Beach shall procure and maintain for the duration of the contract insurance against
claims for injuries to persons or damages to property, which may arise from or in connection
with the performance of the Work hereunder by Huntington Beach, his agents, representatives,
employees or subconsultants. The cost of such insurance shall be included in Huntington
Beach's bid.
6.01.2 Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner to transact business of
insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and
Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key
Rating Guide, unless otherwise approved by the Newport Beach's Risk Manager.
6.01.3 Coverage Requirements,
6.01.3.1 Workers' Compensation Coverage. Huntington Beach
shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability
Insurance (with limits of at least one million dollars ($1,000,000)) for Huntington Beach's
Services Agreement For Public safety Helicopter Support
5
employees in accordance with the laws of the State of California, Section 3700 of the Labor
Code.
Any notice of cancellation or non -renewal of all Workers' Compensation policies must be
received by Newport Beach at least thirty (30) calendar days (ten (10) calendar days written
notice of non-payment of premium) prior to such change.
Huntington Beach shall submit to Newport Beach, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of Newport Beach, its officers, agents, employees
and volunteers.
6.01.3.2 Aircraft Liability Coverage. Huntington Beach shall
maintain commercial aircraft liability insurance in an amount not less than twenty-five million
dollars ($25,000,000) per occurrence for bodily injury, personal injury, and property damage,
including without limitation, blanket contractual liability including war risk and premises
liability insurance to include property damages incidental to the operations of the named insured
6.01.3.3 Automobile Liability Coverage. Huntington Beach shall
maintain automobile insurance covering bodily injury and property damage for all activities of
the Huntington Beach arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an
amount not less than one million dollars ($1,000,000) combined single limit for each accident.
6.01.4 Other Insurance Provisions or Requirements. The policies are to contain,
or be endorsed to contain, the following provisions:
6.01.4.1 Additional Insured. Endorsement naming the City of Newport
Beach as respects the Aircraft Liability coverage with primary non-contributory and severability
of interest language.
6.01.4.2 Waiver of Subrogation. All insurance coverage maintained
or procured pursuant to this agreement shall be endorsed to waive subrogation against Newport
Beach, its elected or appointed officers, agents, officials, employees and volunteers or shall
specifically allow Huntington Beach or others providing insurance evidence in compliance with
these requirements to waive their right of recovery prior to a loss. Huntington Beach hereby
waives its own right of recovery against Newport Beach, and shall require similar written
express waivers and insurance clauses from each of its subconsultants. This waiver of
subrogation extends to hull loss and property damage.
6.01.4.3 Enforcement of Contract Provisions. Huntington Beach
acknowledges and agrees that any actual or alleged failure on the part of the Newport Beach to
inform Huntington Beach of non-compliance with any requirement imposes no additional
obligations on the Newport Beach nor does it waive any rights hereunder.
6.01.4.4 Requirements not Limiting. Requirements of specific
coverage features or limits contained in this Section are not intended as a limitation on coverage,
limits or other requirements, or a waiver of any coverage normally provided by any insurance.
Specific reference to a given coverage feature is for purposes of clarification only as it pertains to
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a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of
other coverage, or a waiver of any type.
6.01.4.5 Notice of Cancellation. Huntington Beach agrees to
oblige its insurance agent or broker and insurers to provide to Newport Beach with thirty (30)
days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or
nonrenewal of coverage for each required coverage.
6.01.6 Timely Notice of Claims. Huntington Beach shall give Newport Beach
prompt and timely notice of claims made or suits instituted that arise out of or result from
Huntington Beach's performance under this Agreement.
6.01.7 Additional Insurance. Huntington Beach shall also procure and maintain,
at its own cost and expense, any additional kinds of insurance, which in its own judgment may
be necessary for its proper protection and prosecution of the Work.
VII
MISCELLANEOUS PROVISIONS
7.01 Each of the Parties to this Agreement shall immediately notify the other of any
litigation or claim that is asserted by or against either party regarding this Agreement. In the
event of any dispute or legal action arising under this Agreement, the prevailing party shall not
be entitled to attorney's fees.
7.02 Each of the Parties to this Agreement shall cooperate with one another in the
defense of any lawsuit or claim filed against either party, arising out of, or in any way related, to
this Agreement, as well as any effort of Huntington Beach to collect money from persons or
entities responsible for any request for public safety helicopter services.
7.03 The public safety helicopter services provided by Huntington Beach under this
Agreement shall not be assigned, transferred, contracted or subcontracted out without the prior
written approval of Newport Beach.
7.04 Each of the Parties to this Agreement may terminate this Agreement without
cause upon sixty (60) days prior written notice.
7.05 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.
7.06 If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement
shall continue in full force and effect.
7.07 This Agreement may be modified or amended only by a written document
executed by both Huntington Beach and Newport Beach.
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7.08 The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by reason of the
authorship of the Agreement or any other rule of construction which might otherwise apply.
7.09 This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of
whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be
held to vary the provisions herein.
7.10 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.
7.11 Except as specifically authorized under this Agreement, the services to be
provided under this Agreement shall not be assigned, transferred, contracted or subcontracted out
without the prior written approval of Huntington Beach and Newport Beach.
7.12 This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.
7.13 The Parties shall at their 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.
7.14 The Parties each represent that they are an equal opportunity employer and they
shall not discriminate against any subcontractor, employee or applicant for employment because
of race, religion, color, national origin, handicap, ancestry, sex or age.
7.15 All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served when delivered
personally, or on the third business day after the deposit thereof in the United States mail,
postage prepaid, first-class mail, addressed as. hereinafter provided. All notices, demands,
requests or approvals from Huntington Beach to Newport Beach shall, be addressed to Newport
Beach at:
Attn: Chief Jay R. Johnson
Newport Beach Police Department
870 Santa Barbara Drive
Newport Beach, CA 92658
Phone: 949-644- 3701
Fax: 949-718-1082
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All notices, demands, requests or approvals from Newport Beach to Huntington Beach
shall be addressed to Huntington Beach at:
Attention: Kenneth W. Small
Huntington Beach Police Department
2000 Main Street
P.O. Box 70
Huntington Beach, CA 92648
Phone: 714-536-5903
Fax: 714-536-5605
IN WITNESS WHERE OF, the parities hereto have caused this Agreement to be executed on the
dates written below.
CITY OF NEWPORT BEACH
MICHAEL F. HENN, Mayor
City of Newport Beach
ATTEST:
LEILANI BROWN, City Clerk
City of Newport Beach
APPROVED AS TO FORM:
OFFICF,9F TH,E,CITY ATTORNEY
A R. HUNT, City Attorney
City of Newport Beach
CITY OF HUNTINGTON BEACH
Date:
JOE CARCHIO, Mayor
City of Huntington Beach
ATTEST:
Date:
JOAN L. FLYNN, City Clerk
City of Huntington Beach
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
JENNIFER MCGRATH, City Attorney
City of Huntington Beach
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