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Backup Documents 05/14/2013 Item #16E 2ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNAK 2 Routed by Purchasing Department to the Following Addressee(s)' (In routing order) Office Initials Date 1. R4sk T�7 anage1TLGTrt Risk Initial j 2. County Attorney Office County Attorney Office15�13 DD 3. BCC Office Board of County Commissioners Agenda Item Number S dl s 4. Minutes and Records Clerk of Court's Office ( I 5. Return to Purchasing Department Contact: Diana DeLeon Purchasing Number of Original 2 PRIMARY CONTACT INFORMATION Name of Primary Diana DeLeon for Kelsey Ward, Phone Number 252 -8375 Purchasing Staff May 14, 2013 Initial j Contact and Date I DD Agenda Date Item was May 14, 2013 Agenda Item Number 16.E.2 Approved by the BCC provide the Contact Information (Name; Agency; Address; Phone) on an attached sheet. Type of Document Contract Amendment Number of Original 2 Attached by the Office of the County Attorney. Documents Attached PO number or account N/A Solicitation / Contract Turbomeca USA number if document is Office and all other parties except the BCC Chairman and the Clerk to the Board Number /Vendor Name to be recorded The Chairman's signature line date has been entered as the date of BCC approval of the N/A INSTRUCTIONS & CHECKLIST Initial the Yes column or mark "N/A" in the ''Not Applicable column, whichever is Yes N/A (Not` appropriate. Initial Applicable) 1. Does the document require the chairman's original signature? DD 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information (Name; Agency; Address; Phone) on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike - through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's DD signature and initials are required. 7. In most cases (some contracts are an exception), an electronic copy of the document and DD this routing slip should be provided to the County Attorney's Office before the item is input into SIRE. 8. The document was approved by the BCC on the date above and all changes made DD during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes, if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC, all changes directed by the BCC have been made, and the document is ready for the Chairman's signature. 16E2 MEMORANDUM Date: May 20, 2013 To: Diana DeLeon, Contract Technician Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Amendment #1 to a 2008 Contract that provides for helicopter maintenance support Contractor: Turbomeca USA Attached is an original copy of the contract amendment document referenced above, ( #16E2) approved by the Board of County Commissioners on Tuesday, May 14, 2013. The second original will be held on file in the Minutes and Record's Department for the Board's Official Record. If you have any questions, please feel free to contact me at 252 -8406. Thank you. Attachment 16E2 SAFRAN Turbomeca AMENDMENT TO Support By the Hour AGREEMENT This amendment to the Support By the Hour Agreement dated as of the' a1i'`' of May, 2008 is by and between Turbomeca USA, Inc., a Delaware corporation ( "TMUSA ") and Collier County Board of County Commissioners ( "Customer "). TMUSA and Customer are parties to a Logistical Support and Maintenance Agreement. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement. Effective the first day of January, 2013 the parties hereto hereby agree to amend the Agreement as follows: ARTICLE 5 — DEFINITION OF SERVICES 5.11 Exclusions. The following supplies and services are excluded from the scope of this Agreement: 6) Purchase of tools for carrying out field and /or modular maintenance of the Covered Equipment; However, TMUSA will include unlimited 3 -5 days of Free of Cost Tool Rentals. All other terms and conditions in the Agreement apply. AGREED TO: TURBOMECA USA, INC. BY: J. OJSStLL SPRA P RtSIDENT & CEO DATE: fl b' OF COUNTY COMM Iffill Approved as to form & legal sufficiency Aw ADMINISTRATIVE ASSISTANT CUSTOMER SUPPORT Prepared 100 January 2013 C260407.A5 Page 1 of I ATTE$T ?WIGHT E. B ROCK, ': U T RK - �• b A J Attest as to Chal Y signature onlK fS?I Turbomeca USA I'k,;f1 pill SAFRAN Group COLLIER COUNTY SUPPORT BY THE HOUR MISSION CONTRACT PARAPUBLIC PRIVILEGE WITH LENDING FOR TURBOMECA GAS TURBINE ARRIUS 2B ENGINE SERIAL NUMBERS 30169 and 30172 INSTALLED ON AIRCRAFT SERIAL NUMBER 0138 Revised 13 March 2008 110107.SBH Page 1 of 28 CC T A / 1 3 is " " "� Turbomeca USA Itll�l 1 SAFRAN Group 16E2- Para Public Privilege with Lending This Support By the Hour Agreement ( "Agreement ") is made as of the jj��dday of 2008 by and Between: TURBOMECA USA, INC. ( "TMUSA") a Delaware Corporation with its principal office at: 2709 Forum Drive Grand Prairie, Texas 75052 Telephone: (972) 606 -7600 Facsimile: (972) 606 -7692 Represented by: Mr. J. Russell Spray In his capacity of President and Chief Executive Officer On the one hand, And COLLIER COUNTY Board of County Commissioners ( "Customer ") with principal offices at: 2375 Tower Drive Naples, Florida 34104 Telephone: (239) 643 -5506 Facsimile: (239) 643 -3236 Represented by: P. Terry Henderson In his capacity of: Chief Pilot On the other hand, Hereinafter collectively referred to as "the Parties ". WHEREAS, TMUSA is engaged in the business of providing depot level maintenance of aeronautical engines; and WHEREAS, Customer desires to limit major engine maintenance and overhaul expenses and TMUSA desires to provide the opportunity to Customer to limit major engine maintenance and overhaul expenses through the assessment of monthly charges based on a fixed rate for each hour of equipment operation or operational cycle; and NOW, THEREFORE, in consideration of the foregoing and the mutual covenants set forth in this Agreement; the receipt and sufficiency of which are hereby acknowledged, TMUSA and Customer hereby agree as follows: Revised 13 March 2008 110107.SBH Page 2 of 28 AJ)- TM SALj,, _._ Tu_rbomeca USA SAFRAN Group 16E2 Para Public Privilege with Lending ARTICLE 1-- DEFINITIONS I.I. "ACCESSORY" means any Engine accessory or item of Equipment as defined in Exhibit I. 1.2. "AIRCRAFT" means the EC135T aircraft that Covered Equipment is installed in. 1.3. "AIRCRAFT ON GROUND (AOG)" is a situation where the Equipment is unable to remain in service or is ineligible for return to service. 1.4. "CONSUMABLES" means all expendable material, non - repairable components such as, but not limited to, nuts, bolts, sheet metal work, fuel and lubricants or low -cost parts such as, but not limited to, packing, gaskets, seals filters, etc. 1.5. "CORE UNIT" means Equipment that must be returned to TMUSA. This Equipment can be the Customer's Equipment which is sent for Repair, the Equipment loaned by TMUSA or the repairable accessory in exchange to the one provided by TMUSA as Standard Exchange Equipment. 1.6. "COVERED EQUIPMENT" means the Equipment specified in Exhibit I hereto and other Equipment included as Covered Equipment in accordance with Article 2.2 hereof. 1.7. "CYCLE" denotes an operation gas generator cycle as reported in the Engine Log Book, in accordance with TURBOMECA instructions as outlined in the Engine Maintenance Manual held by the Customer. Cycles are recognized since the last general overhaul (CSO) and since new (CSN). 1.8. "EQUIPMENT" denotes according to context, an engine, a module, an accessory, LRU or a spare part, and includes any component part thereof. 1.9. "FOREIGN OBJECT DAMAGE (FOD)" means damage to the Engine resulting from the ingestion of any foreign object. 1.10. "LIFE- LIMITED PART" means a part which must be changed after its service life has expired. 1.11. "LRU" denotes any engine Line Replacement Unit or item of Equipment as defined in Exhibit I hereto. 1.12. "MANDATORY MODIFICATIONS" are modifications required by a mandatory Service Bulletin from TURBOMECA, modifications required by TURBOMECA's suppliers or required by the Airworthiness Authorities. In any case, Mandatory Modifications are limited to the Equipment covered by this Agreement. 1.13. "MODULE" denotes a sub - assembly of the basic engines as described in the Engine Maintenance Manual. 1.14. "ON CONDITION EQUIPMENT" shall refer to Equipment which is not subject to TBO. 1.15. "OPERATING HOURS" denotes an hour of operation as recorded in the Engine Log Book in accordance with TMUSA instructions as outlined in the Engine Maintenance Manual held by the Customer. Operating hours are recognized since the last general overhaul (TSO) and since new (TSN). 1.16. "OVERHAUL" whether scheduled or unscheduled, shall mean the work required which will enable the Equipment to begin a new Time - Between - Overhaul ( "TBO ") period. 1.17. "REFERENCE DOCUMENTS" denotes the following TURBOMECA documents, and any amendments thereto collectively, "Reference Documents ": Revised 13 March 2008 CC 110107.SBH TM A Page 3 of 28 16E2 Turbomeca usA �JIIIE 1� %'U pilUll SAFRAN Group Para Public Privilege with Lending 1) Engine Maintenance (field or modular maintenance), 2) Service Letters, 3) Turbomeca Service Bulletins, 4) Maintenance Tools Catalog; and 5) Maintenance Spare Parts Catalog. 1.18. "REPAIR" shall mean the work defined in TURBOMECA's Repair Manual which will enable the Equipment to return to service. 1.19. "SCHEDULED REMOVAL" means the removal of Equipment performed in accordance with the time intervals specified in the TURBOMECA Maintenance Manual. 1.20. "SERVICEABLE EQUIPMENT" means Equipment in airworthy condition. 1.21. "SPARE PART" denotes spare parts to be used for field and /or modular maintenance procedures. Authorized spare parts are identified in the Spare Parts Catalog issued by TURBOMECA. 1.22. "STANDARD EXCHANGE" denotes replacement of malfunctioning Covered Equipment with serviceable, repaired /overhauled repairable Equipment in working condition delivered from TMUSA stock irrespective of the previous operator, place of operation, reason for its being handed in, operating hours /cycles available, or modification standard. 1.23. "TBO" denotes Time Between Overhaul as defined in the Engine Maintenance Manual and Service Letters. 1.24. "TMUSA OWNED EQUIPMENT" denotes Equipment owned by TMUSA. 1.25. "TOOLS" are identified in the Engine Maintenance Tools Catalog. 1.26. "UNSCHEDULED REMOVAL" means the removal of Equipment performed outside the time intervals or limit intervals as specified in TURBOMECA's Maintenance Manual. Note: Words used in the singular shall include plural and vice versa unless contrary intention should appear. ARTICLE 2 — PURPOSE AND SCOPE OF THE CONTRACT 2.1. Purpose. The purpose of this Agreement is to specify the conditions under which TMUSA will provide to Customer, and Customer will obtain from TMUSA, maintenance and overhaul support for Covered Equipment (as hereinafter defined) at a fixed hourly or cyclical rate. 2.2. Scope. This Agreement applies only to the Covered Equipment. The inclusion as Covered Equipment of any Equipment not listed in Exhibit I hereto must be made in writing, and signed by TMUSA and Customer. 2.3, This Agreement does not cover the field maintenance described in TURBOMECA's Maintenance Manual and to be performed by the Customer. 2.4. Property Rights in Covered Equipment. Covered Equipment that is removed from the Customer's helicopter remains the property of the Customer. Covered Equipment that is replaced on Customer's helicopter with Standard Exchange Equipment becomes the property of TMUSA and such Standard Exchange Equipment becomes the property of Customer. Revised 13 March 2008 CC 110107.SBH TMU A� Page 4 of 28 4/— Turbomeca USA SAFRAN Group ARTICLE 3 — DURATION 16E2 Parry Public Privilege with Lending 3.1. The Covered Equipment is currently covered under an existing logistical and maintenance support agreement entered into by the parties on the 23`d day of April, 2003, known as TMUSA Agreement C220403 (the "Existing Agreement "). The Existing Agreement shall remain in effect until completion and return of the overhauled Covered Equipment. Upon return of each engine, coverage of the engine shall terminate under the Existing Agreement and the term of this Agreement shall commence (the "Effective Date") and shall remain in effect until completion of the next overhaul of the engine ( "Completion Date "). ARTICLE 4 — CONDITIONS_ TO OUALI)FY FOR THIS AGREEMENT 4.1. Similar Equipment. As a condition to this Agreement, Customer shall enter in a Support By the Hour Agreement with TMUSA for any and all Equipment owned or operated by Customer that is the same or similar to Covered Equipment. 4.2. All Equipment entering into this Agreement shall be serviceable. 4.3. Non -Zero Time Engines and Modules. Subject to Article 11,6 of this Agreement, a Customer may enter into this Agreement with non -zero time Equipment if the prospective Covered Equipment has greater than fifty percent (50 %) of its TBO remaining and the Covered Equipment is qualified by TMUSA. Qualification may consist of a power assurance check and inspection of the engines and modules by a TMUSA representative (at Customer's primary facility) to determine the current condition of the equipment, the results of which must be acceptable to TMUSA. If deemed necessary by TMUSA, all engine and module records must also be made available for review at TMUSA's primary facility, and must be acceptable to TMUSA after review and prior to coverage. ARTICLE 5 — DEFINITION OF SERVICES 5.1. The services provided by TMUSA to Customer under this Agreement are as follows: 1) Repair of Equipment for unscheduled removals requiring Level 3 or 4 maintenance; 2) Overhaul of Equipment; 3) Replacement of Life - Limited Parts; 4) Replacement of parts due to erosion or corrosion when not the primary cause of removal; 5) Use of a rental engine at program hourly rate when required during repairs or overhaul of Covered Equipment; d) Complete Engine Maintenance; 7) Standard Exchange of Repairable Accessories as appropriate to replace Repairable Accessories covered by this Agreement; 8) Supply of consumables and non - repairable LRU's to include a provisioning at Customer's site; and 9) Transportation costs for shipment of engines and spare parts to Customer; and 10) Training of mechanics and technicians. Revised 13 March 2008 110107.SBH Page 5 of 28 CC T141U A '�0 Tu.rbomeca USA � ,"I�� SAFRAN Group 16E2 Para Public Privilege lvith Lending 5.2. Erosion and Corrosion shall be covered under the terms of this Agreement provided Customer performs the maintenance as defined in the Maintenance Manual and it is not determined to be the primary cause of removal of the engine. In the event erosion or corrosion is determined to be the result of Customer not performing the maintenance defined in the Maintenance manual or is the primary cause of the removal, Customer shall be invoiced as defined in Article 11.4.3 herein. 5.3. Mandatory Bulletins. Mandatory modifications are included in the scope of this Agreement. 5.4. Training of Mechanics and Technicians. TMUSA agrees to provide customer one (1) position per year in the Arrius 2B Field Maintenance training course per engine enrolled. Customer is responsible for the mechanic's or technician's travel, transportation, lodging, meals and expenses incurred while attending the Field Maintenance Course at TMUSA. 5.5. TMUSA may decide to perform maintenance at the Customer's primary facility which is not field maintenance as described in the Maintenance Manual to avoid the exchange or return of Covered Equipment to TMUSA. In the event TMUSA elects to perform maintenance at Customer's facility, TMUSA shall bear all related expenses for technician's labor and travel. 5.6. Premature Wear or Failure. In the event of a breakdown or deterioration of the Covered Equipment due to defects in design, material, or workmanship in the manufacture, repair or overhaul of the Covered Equipment ("Premature Wear or Failure "), TMUSA will replace or repair the Covered Equipment, provided, however, that the choice between replacement or repair of Covered Equipment shall be made at the sole discretion of TMUSA. 5.7. Repair or Replacement. In the event that any Covered Equipment reaches TBO or exhibits Premature Wear or Failure, TMUSA will, at its sole discretion and consistent with its obligations hereunder, determine the extent of repair or replacement required. 5.8. TMUSA's Right to Replace Parts. TMUSA reserves the right, at its sole discretion, to use new or serviceable used replacement parts in the course of repair or overhaul performed pursuant to this Agreement. 5.9. Force Majeure. TMUSA shall not be liable for a delay or failure to perform hereunder due to causes beyond its reasonable control, including but not limited to, fires, explosions, floods, earthquakes, embargoes, wars (declared or undeclared), riots, insurrections, or civil commotion. 5.10. Publications Revisions. TMUSA agrees to provide, at no additional charge, revision service for Turbomeca publications including the Engine Maintenance Manual, Spare Parts Catalog, Service Bulletins, Service Letters, and General Information Letters, for each year this Agreement remains in effect. 5.11. Exclusions. The following supplies and services are excluded from the scope of this Agreement: 1) Procurement of spare Equipment not covered elsewhere in this Agreement; 2) Replacement of parts due to FOD or items listed in Article 11.4 herein below; 3) Replacement of missing parts upon return of engine; 4) Monitoring of Covered Equipment by spectrometric oil analysis or by particulate analysis; 5) Supplying of fuels or lubricant materials (other than for Covered Equipment testing); 6) Purchase of tools for carrying out field and /or modular maintenance of the Covered Equipment- Revised 13 March 2008 CC DZW 110107.SBH TMU A Page 6 of 28 ;t l.� 16E2 1k:11111111 ������� Turbomeca usA SAFRAN Group Para Public Privilege milh Lending 7) Carrying out field maintenance works to include engine removal described in the Engine Maintenance Manual; 8) Monitoring of hours and cycles for purposes of determining the requirement of on condition or scheduled inspections, expiration of life - limits or TBO; 9) Calendar inspections of engine, modules or repairable accessories; and 10) Non - mandatory modifications. 5.12. TMUSA may decide to perform maintenance work that is not field maintenance as described in TURBOMECA's Maintenance Manual at Customer's facility or base to avoid the return or exchange of Equipment to TMUSA's factory. This work will be performed by one of TMUSA's field technicians and in this case, TMUSA shall bear the related expenses. 5.13. Regarding the maintenance work not included in the scope of this Agreement, Customer may place an order to TMUSA to perform an intervention on site. Such intervention will be invoiced according to TURBOMECA's price list at such time. 5.14. Replacement Engine. In the event Customer's engine requires removal for scheduled or unscheduled maintenance, TMUSA shall supply Customer with an engine to operate until Customer's module or engine is repaired or overhauled. TMUSA shall provide the engine for Customer's use at the current Fixed Hourly Rate then in effect as described in Article 11.1 of this Agreement. Customer shall be required to execute a Lease Agreement as attached hereto as Exhibit II and comply with all insurance requirements prior to the shipment of the engine or module. In the event an unscheduled removal should occur and TMUSA cannot supply a complete engine, TMUSA shall send a Field Mechanic at no cost to the Customer to replace affected modules to return the engine back to service. When Customer's modules have been repaired, TMUSA shall send a Field Mechanic to re- install Customer's modules on the engine at no cost to the Customer. ARTICLE 6 — OBLIGATION OF THE CONTRACT HOLDER 6.1. Scheduled Removal. Customer is not entitled to remove serviceable Equipment for overhaul before the Equipment reaches the end of its TBO period. 1) Requests for use of a rental engine or module shall be sent at least sixty (60) days before the scheduled date of removal in writing to TMUSA. 6.2. Unscheduled Removals. In the event of an Unscheduled Removal, Customer shall perform the relevant troubleshooting prior to removal. Removal of Covered Equipment without prior approval of TMUSA may result in Customer being responsible for all associated removal and maintenance costs for the removed Equipment if the removal cause is not confirmed by TMUSA. 63. Field Maintenance. Customer shall be responsible for field maintenance of Equipment covered by this Agreement and the Equipment shall be operated and maintained in accordance with TURBOMECA's Maintenance Manual and by using Tools as specified in such documentation. The following TURBOMECA documents of the Iatest amendment shall be used as reference: • TURBOMECA's Maintenance Manual • TURBOMECA Service Letters • TURBOMECA Service Bulletins Revised 13 March 2008 110107.SBH Page 7 of 28 CC. 4A TMUSA Turbomeca USA 16E2 SAFRAN Group Para Public Privilege with Lending • Maintenance Spare Parts Catalogue of the Engine • Maintenance Tools Catalogue of the Engine. 1) Any maintenance operation performed by the Customer must be performed by technicians qualified by TMUSA. Technicians' qualification level must be compliant with TURBOMECA's Maintenance Manual. 6.4. Reporting. 1) Monthly Report. Each month Customer shall submit to TMUSA a written report, in the form of Exhibit III, incorporated by reference, of Covered Equipment's operation, as of the last day of the prior calendar month, including: beginning hours, run time, ending hours, CSO, CSN, TSO and TSN ( "the Monthly Report"). The Monthly Report must be received by TMUSA by the tenth (10 "') day of the month. In the event the Monthly Report is not received by TMUSA by the tenth (10 "i) day of the month, TMUSA will invoice Customer based on an average of previously reported hours and cycles flown. This invoice will be due in accordance with Section 218.73, Florida Statutes, also known as the "Florida Prompt Payment Act ". In the event an adjustment is required, the adjustment will be made during the next billing process once a Monthly Report is received from Customer. 2) Notice of Incident. Customer agrees to inform a TMUSA representative within twenty-four (24) hours of any incident occurring to, or caused by, the Covered Equipment or any other TMUSA Owned Equipment in the custody of Customer. A written report shall be submitted as soon as practical. Notice must precede return of any failed Equipment to TMUSA. 3) Notice of Modification. The Customer agrees not to undertake any modification or carry out any servicing, maintenance or repair to TMUSA Owned Equipment, components or Covered Equipment which is not provided for in the Reference Documents for the specific equipment, without prior written agreement and approval by TMUSA. Such agreement and approval shall not be unreasonably withheld. 4) Recordkeeping. Covered Equipment or component documentation such as log book, module sheets and component log cards will be fully maintained in an up -to -date status by Customer. TMUSA will update the module sheets and component log cards, if required and as required, after a repair event is performed. 5) Operation and Maintenance Records. Customer shall keep records of Covered Equipment operation, maintenance and running time, and shall permit TMUSA to inspect and copy such records as any reasonable time upon request. 6) Change of Ownership and Liens. Customer shall not, except in compliance with Article 14.1 herein, make or suffer to be made any change in the ownership, leasehold, operational interest, or financial interest or utilization of the Covered Equipment or any aircraft on which Covered Equipment is installed without prior written notice to and written approval by TMUSA. Customer shall not do any act that would result in the imposition of any lien, security interest, or other encumbrance on any TMUSA Owned Equipment. 6.5. Insurance. 1) Preservation of TMUSA Owned Equipment. Customer agrees to safely keep, carefully use, and keep in good mechanical and working condition at all times any and all TMUSA Owned Equipment with which Customer is entrusted. Revised 13 March 2008 110107.SBH Page 8 of 28 CC TMUS Turbomeca USA SAFRAN Group 16E2 Para Public Privilege with Lending 2) Insurance in Transit. Customer agrees to provide and maintain ALL RISK PHYSICAL DAMAGE INSURANCE in the amount of full replacement value for all TMUSA Owned Equipment or supplies while in the custody of Customer or in transit to TMUSA. Such insurance is to take effect at the time and place of shipment to TMUSA and shall remain in effect until delivery of said property to TMUSA. 3) Insurance In Use. Customer further agrees that during such time any TMUSA Owned Equipment or supplies are installed in Customer's aircraft, Customer shall maintain the following: (a) ALL RISK GROUND AND FLIGHT HULL INSURANCE thereon in an amount sufficient so that TMUSA will recover fully the amount of any loss of said Equipment or supplies; and (b) Customer shall also maintain at all times Aircraft and Bodily Injury and Property Dama'ge'..... Insurance, including Passengers, in an amount of at least $20,000,000.00 Combined Single Limit, 4) Required Insurance Provisions. Any and all insurance policies required herein shall include the following provisions: a) Except in cases of negligence which are not directly attributed to Turbomeca, S.A. or TMUSA, Customer waives its right to bringing any action against Turbomeca, S.A. and /or TMUSA implicating them in any injury, expense or damages suffered because of operation or preservation of the Covered Equipment or TMUSA Owned Equipment; b) Customer will provide TMUSA with proof of adequate insurance coverage evidencing that the coverage respects the indemnification clause contained in Article 10 of this Agreement; c) TMUSA shall be named as an additional insured; d) All policies must provide that TMUSA be given thirty (30) days advance notice of material change in or cancellation of the above coverage; and e) In the event of loss, any deductible is to be paid solely by the Customer. ATICLE 7 — ORDERS AND NOTIFICATIONS 7.1, Notifications. All orders, messages, or notifications relevant to the Agreement shall be sent by letter or by facsimile, Such notifications will be considered as having been delivered when they are handed personally,.,9, ". ' sent by registered mail, or sent by FAX to the address given below: Revised 13 March 2008 110107.SBH TURBOMECA USA, INC. 2709 Forum Drive Grand Prairie, Texas .75052 Manager of Support By the Hour FAX: (972) 606 -7668 Customer's Address: COLLIER COUNTY 2375 Tower Drive Naples, Florida 34104 FAX: (239) 643 -3236 Page 9 of 28 CC TMU 16E2 Turbomeca USA �ami,,, u,up SAFRAN Group Para Public Privilege with Lending 7.2. Orders for Replacement Equipment. Whenever Equipment needs to be replaced, repaired or overhauled, Customer shall notify TMUSA in writing and submit a purchase order containing the following information: 1) Aircraft and engine serial number from which Equipment is being removed; 2) Part number, serial number and description of equipment being removed; 3) Quantity required; 4) Required delivery date; 5) Reason for removal; and 6) Address for replacement Equipment to be shipped. ARTICLE 8 -- DELIVERY BY TURBOMECA 8.1 Conditions of Shipment to Customer. Unless otherwise specified in an order, TMUSA will ship at TMUSA's expense, Covered Equipment and supplies in packaging which conforms to the manufacturer's specification for long distance airfreight, freight prepaid, to the following address (the "Customer Shipping Address "): COLLIER COUNTY, 2375 TOWER DRIVE, NAPLES, FL 34104 8.2 Delivery Lead -Time. 1) Standard. In the case of scheduled removal of Covered Equipment pursuant to this Agreement, TMUSA will make every effort to ensure that Replacement Equipment delivery to Customer will take place two (2) days before the removal date declared by Customer on the purchase order for replacement, so long as the request for such Replacement Equipment was received by TMUSA at least sixty (60) days in advance of the scheduled removal date. 2) Emergency "AOG ". On occasions when an unscheduled failure occurs to Covered Equipment, and the aircraft is out of service due to the unscheduled failure, TMUSA will make every effort to have the replacement item(s) delivered to the freight carrier within twenty -four (24) hours following TMUSA's receipt of a written order (including FAX) from Customer. 8.3 Notification of Delivery. TMUSA will notify Customer of details of delivery of "AOG" Replacement Equipment. ARTICLE 9�— RETURN OF EQUIPMENT TO TURBOMECA 9.1. Shipment to TMUSA. Customer shall ship, at its own risk and expense, to include all customs, duties and taxes, Covered Equipment and other Equipment in packaging which conforms to the manufacturer's specification for long distance air freight, to TMUSA at the following address (the "TMUSA Shipping Address "): TURBOMECA USA, INC. 2709 Forum Drive Grand Prairie, Texas 75052 9.2. Documentation. Any Covered Equipment delivered to TMUSA pursuant to this Agreement is to be accompanied by COMPLETE AND UP -TO -DATE DOCUMENTATION. 1) Engines and Modules. For engines and modules, documentation shall include the engine or module logbook together with its appendices and, if Covered Equipment is to be repaired, the Customer's order and the engine removal report reference. Revised 13 March 2008 110107.SBH Page 10 of 28 CC TM SA Turbomeca USA 1k:111111111 SAFRAN Group 16E2 Para Public Privilege with Lending 2) Other Covered Equipment. For other Covered Equipment, documentation shall include the engine or module logbook together with its appendices and, if Covered Equipment is to be repaired, the Customer's order and a completed MMIR reporting form. 9.3. Promptness of Return. Any Covered Equipment delivered to TMUSA pursuant to this Agreement must be complete, including its documentation as stated in Article 9.2 above, and MUST BE SHIPPED TO THE TMUSA SHIPPING ADDRESS WITHIN FIFTEEN DAYS counting from the day the replacement equipment is received at Customer's facility. Beyond this time Iimit (in the case of a return) or beyond the time limit specified in Article 13.6 (with respect to termination), Customer will be liable, without any further notice, to a daily fee equal to three hundred dollars ($300.00) per day. 9.4. Costs Incurred on Return. It will be jointly decided that costs incurred by TMUSA for the examination, diagnosis and handling of Covered Equipment which has been returned to TMUSA with unconfirmed defects, will be invoiced separately, and paid by Customer. ARTICLE 10 — INDEMNIFICATION, AIRWORTHINESS AND WARRANTY 10.1. TMUSA Equipment. Customer shall be liable for and shall indemnify and hold TMUSA harmless from and against all loss and /or damage to TMUSA Owned Equipment, when damage occurs during Customer's custody of the Equipment or components, except for normal wear or damage to the Equipment by reason of TMUSA's negligence, such indemnity is subject to the limitations of Section 768.28, Florida Statutes. Should the TMUSA Owned Equipment (or any components or parts thereof) be lost or destroyed during Customer's custody of same, Customer shall pay TMUSA, on demand, the fair market replacement value of the Equipment or components or pants lost or destroyed. The fair market price will be jointly agreed upon. 10.2. Claims. Customer shall be responsible for any and all liability, costs, expenses (including attorney's fees), claims or demands for damages by reason of the injury or death of any person to any property belonging to Collier County or TMUSA arising out of Customer's uses, operation or control of Covered Equipment except for such liability resulting from TMUSA's negligence, action or inaction and only to the extent permissible under Florida Statutes, Section 768.28. By entering into this paragraph, Customer does not waive its Sovereign Immunity as set forth in Florida Law. 10.3. Damages. As further consideration for this Agreement, it is specifically agreed that TMUSA shall not be liable for any special, consequential, incidental, or indirect damages, including but not limited to, any damages arising out of loss or use of property. 10.4. Airworthiness. TMUSA warrants to Customer that: 1) All work performed by TMUSA will be in compliance with applicable published airworthiness specifications in effect at the time said work is performed; 2) All work performed by TMUSA will be in compliance with applicable published directives and regulations of the Federal Aviation Administration in effect at the time the work is performed; 3) All work performed by TMUSA will conform to standards of good workmanship which are customarily recognized in the industry at the time work is performed; 4) Equipment, if sold or supplied to Customer by TMUSA, is either new or in serviceable condition at the time of delivery. Revised 13 March 2008 1 10107. SBH Page 11 of 28 1 16 ....... Turbomeca USA 1k,11;iiiii1 SAFRAN Group Para Public Privilege with Lending 10.5. Warranty. Both parties agree that: 1) The rights and remedies expressly provided to Customer under this Agreement in respect of the performance of the Services shall be the sole rights and remedies of Customer. 2) The only warranty granted by TMUSA in relation to the Covered Equipment and Services provided by TMUSA under this Agreement shall, for the duration of this Agreement, consist in the Standard Exchange or repair obligations set out in Article 5 herein. 3) Upon expiration or termination of this Agreement, TMUSA grants and the Customer accepts in respect of any Covered Equipment and Services delivered under this Agreement the remaining warranties granted by TURBOMECA at Engine purchase, if any. 4) This Agreement is separate from the Turbomeca limited warranty. No other agreement or understanding varying or extending the terms of the Turbomeca limited warranty shall be binding on TMUSA unless expressed in writing and executed by a duly authorized representative of TMUSA. ARTICLE 11— PRICING _C_ ONDITIONS 11.1. Fixed Hourly Rate. The current Fixed Hourly Rate per operating interval on Arrius 2B Covered Equipment is $148.15 USD PER HOUR (the "Fixed Hourly Rate ") for 1.5 Ng cycles per hour. Cycles in excess of 1.5 Ng cycles per hour shall be invoiced to Customer at the rate of $3.25 per 0.5 cycles per hour. The Fixed Hourly Rate is valid for the calendar year 2008 (January through December), and will be revised on the first of January of each new year, beginning January 1, 2009 based on the percentage of increase in standard exchange pricing. Notifications of annual increases shall be sent as outlined in Article 7.1 hereinabove. 11.2. Balance Between Hours /Cycles Declared and Hours /Cycles Logged. When Covered Equipment is returned to TMUSA, if the total hours /cycles declared and paid disagree with the entries in the log book or log card, TMUSA and Customer will jointly agree to issue an invoice adjustment applying the Fixed Rate in effect at the time of adjustment to the difference in operating hours or cycles. 11.3. Premature Overhaul. If Covered Equipment is removed for overhaul at Customer's convenience prior to its scheduled TBO, Customer shall be invoiced for the difference in the actual hours and cycles consumed on the Covered Equipment up to the time of removal and the scheduled TBO, based on the current Fixed Hourly Rate. 11.4. Supplemental Charges for Abnormal Wear, Accident, Modification or Transformation. 1) Exclusions. This Agreement specifically excludes from coverage the repair or replacement of Covered Equipment arising from failures of Covered Equipment due to causes beyond normal wear and tear, including, without limitation, failure of Covered Equipment which: a) Has not been operated in accordance with the procedures and standards set forth in the Reference Documents; b) Has not been maintained in accordance with the procedures and standards set forth in the Reference Documents; c) Has been subject to misuses, accidents, incidents, abuse, or force majeure (acts of nature) by any party other than TMUSA; Revised 13 March 2008 110107.SBH Page 12 of 28 CC TMU A 16E2 Ali! �.,;�'t� Turbomeca USA IIlllll �II SAFRAN Group glll Para Public Privilege with Lending d) Has not been properly stored, installed, maintained, utilized or packed for transport by any party other than TMUSA in accordance with the procedures and standards set forth in the Reference Documents; e) Has suffered damage due to corrosion, erosion or foreign object damage, beyond acceptable manufacturer specifications, unless such damage was caused while the equipment was in the possession or control of TMUSA; or f) Has suffered primary breakdown or deterioration of any component that was not acquired by Customer from TMUSA or other sources specifically approved by TMUSA in writing in advance of acquisition. 2) TMUSA Discovery of Exclusion. TMUSA shall advise Customer upon the discovery of any observed damage to Covered Equipment, which appears to have been caused by any of the reasons, set forth in Sub Article 11.4(1) above. In such cases, Customer shall be responsible for the parts and labor costs of any such repair or replacement of the Covered Equipment ( "Excluded Costs ") actually caused by any of the reasons set forth in Sub Article 11.4(1), and reimbursement to TMUSA of the Excluded Costs shall be made by customer in addition to other payments made pursuant to this Agreement. If TMUSA labor is required to repair or replace any Covered Equipment as a result of damage caused by any of the reasons set forth in Sub Article 11.4(1), Customer shall pay TMUSA the lesser of (1) TMUSA's actual direct labor expenses or (2) the TMUSA labor rates published in the current TURBOMECA Price Catalog. 3) Invoicing and Adjustments Upon Discovery of Exclusion. To take into account the normal wear and tear of some items which are covered in the hourly fee, a credit will be granted to Customer on the amount invoiced for each item that is prematurely replaced for abnormal wear, except in cases of modification of Covered Equipment. This credit will apply only to major items whose list price is greater than or equal to six thousand dollars ($6,000.00), based on 2008 economic conditions. This value will be revised according to the current economic conditions as outlined in Article 11.1 above. The credit will be calculated as follows: • If the item has a life limit: ITEM PRICE _ SERVICE LIFE LIMIT ELAPSED AT CREDIT = LIFE LIMIT X TIME OF ITS REPLACEMENT If the item has no life limit: ITEM X 35% TSO CREDIT= PRICE X TBO 4) Discovery of Exclusion for Equipment on Loan. TMUSA shall advise Customer upon discovery of any observed damage to Equipment on loan which appears to have been caused by any of the reasons set forth in Sub Article 11.4(1) above. In such cases, Customer shall be responsible for the parts and labor costs of any such repairs or replacement of the Covered Equipment ("Excluded Costs ") actually caused by any of the reasons set forth in Sub Article 11.4(1), and reimbursement to TMUSA of the Excluded Costs shall be made by Customer in addition to other payments made pursuant to this Agreement. If TMUSA labor is required to repair or replace any TMUSA Equipment as a result of damage caused by any of the reasons set forth in Sub Article 11.4(1), Customer shall pay TMUSA the lesser of (1) TMUSA's actual direct labor expenses or (2) the TMUSA labor rates as published in the current TURBOMECA Price Catalogue. Revised 13 March 2008 Tc 110107.SBH Page 13 of 28 16E2 Turbomeca USA lkli,i 1 SAFRAN Group Para Public Privilege with Lending 11.5. Miscellaneous Expenses. 1) Taxes. Customer shall be liable for all federal, state, local or foreign taxes (except income taxes) applicable to the sale, exchange, use, delivery or transportation of Covered Equipment or services provided hereunder and all duties, imports, tariffs and similar payments shall be paid by Customer. Customer is tax exempt pursuant to Chapter 212, Florida Statutes. 2) Missing Parts. In the event Covered Equipment is delivered to TMUSA which is not complete because it is missing parts or components, TMUSA will replace any missing parts or components and shall be entitled to charge Customer no more than catalog list price (with any applicable discounts) for the same. 3) Labor and Transportation. Customer agrees to bear its reasonable and customary labor and transportation costs for the removal, installation, normal modular and "on condition" maintenance and troubleshooting. 4) Reimbursement for Non - Covered Services. TMUSA shall not be liable for, and Customer agrees to reimburse TMUSA in accordance with Section 218.73, Florida Statutes, also known as the "Florida Prompt Payment Act" for any expenses, costs, or liabilities sustained in connection with the removal or replacement of Equipment or Covered Equipment in an aircraft or engine, other than those costs and expenses sustained by TMUSA in carrying out the services covered under this Agreement. 11.6. Purchase of Used Hours and Cycles. With respect to non -zero time Equipment to be covered by this Agreement, Customer will be required to purchase the used hours and cycles for a fee (the "Buy -In Fee ") based on the number of hours and cycles consumed equivalent to the value of consumed hours and cycles on a Standard Exchange engine as listed in the TURBOMECA price catalog. Exhibit IV, which is incorporated herein by reference, sets forth the Customer's engines buy -in amount and payment terms with respect to any purchase of used hours and cycles under this Article 11.6. ARTICLE 12 — CONDITIONS FOR PAYMENT 12.1. Payment Address. Customer shall send all payments due under this Agreement to: TURBOMECA USA, INC. Post Office Box 841250 Dallas, Texas 75284 -1250 1) For amounts over one thousand dollars ($1,000.00), a transfer of funds to TMUSA may be made electronically. Customer should contact TMUSA for funds transfer instructions should it elect to exercise this payment option. 2) Each payment should indicate the Covered Equipment serial numbers and the invoice numbers that it covers. 12.2. Monthly Payments. 1) Customer will be invoiced and shall pay to TMUSA monthly, an amount equal to the Fixed Rate multiplied by the actual hours and cycles of Covered Equipment operation (the "Fixed Rate Charges ") as set forth in the Monthly Report and specified in this Agreement, plus any supplemental fees and other charges, that may be applicable in accordance with this Agreement. Notwithstanding the foregoing, however, the timing of payments hereunder shall be governed by the Florida Prompt Payment Act. Pursuant to the Florida Prompt Payment Act, §218.70. - 218.79, Florida Statutes, and other applicable laws related to payments by Florida government agencies, payment shall be njade Revised 13 March 2008 CC 110107.SBH TMU A Page 14 of 28 I"Ni il, Turbomeca USA Ill[p[ l kI ntln SAFRAN Group 16E Para Public Privilege with /.ending within forty -five (45) days after receipt of TMUSA's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow proper audit of expenditures, should the Customer require one to be performed. 3) Customer shall notify TMUSA in writing if an invoice is disputed within thirty (30) days of receipt of invoice. Invoices not disputed within this period shall be deemed to be valid. 4) In the event invoices are not paid within thirty (45) days, TMUSA may suspend coverage under this Agreement until full payment of the amount due has been received from Customer. If coverage is suspended, Customer shall not be entitled to claim any damage or loss resulting directly or indirectly from suspension. Furthermore, TMUSA shall be entitled to terminate this Agreement under Article 13 below. 5) Customer shall be responsible for all sums, including attorney fees, reasonably incurred by TMUSA as a result of Customer's default in settling any invoice or invoice installment when due. ARTICLE 13 — TERMINATION 13.1. Default By Customer. If Customer fails to comply with any of the terms or provisions of this Agreement within thirty (30) days of receipt of written notice of any such default, TMUSA may terminate this Agreement by written notice (the "Cancellation Notice ") to Customer, without any liability whatever on the part of TMUSA beyond the termination date. 13.2. Default By TMUSA. If TMUSA fails to comply with any of the terms or provisions of this Agreement within thirty (30) days of receipt of written notice of any such default, Customer may terminate this Agreement by written notice (the "Cancellation Notice ") to TMUSA, without any liability whatever on the part of Customer beyond the termination date. 13.3. Termination for Convenience. This Agreement may be unilaterally terminated by either party hereto, without cause, upon sixty (60) days prior written notice (the "Termination Notice ") to the other party. 13.4. Loss of Covered Equipment. In the event Covered Equipment is lost or destroyed, Customer has the option to replace with like equipment of equal value based on hours and cycles. If not, the Agreement will be deemed "Terminated" as of the date of loss. 13.5. Termination Date. This Agreement will terminate on a date (the "Termination Date ") which will be the earliest to occur of the following: (1) immediately upon the Cancellation Notice, (2) sixty (60) days after the Termination Notice, or (3) unless renewed pursuant to Article 3 hereof, on the completion Date. 13.6. Customer Duties on Termination. Within five (5) business days after the Termination Date, Customer must return any and all Equipment and supplies belonging to TMUSA to the TMUSA Shipping Address, and pay in full the amount accrued and outstanding charges to TMUSA under this Agreement. 13.7. Final Settlement of Agreement. 1) TMUSA's Duties. If this Agreement is terminated for convenience, a pro -rated portion of the Fixed Rate Charges paid by Customer will be applied as a credit to the Customer's trade account at TMUSA. a) This credit shall be calculated as follows for each module and Fuel Control Unit or Hydro - Mechanical Unit: Revised 13 March 2008 110107.SBH Page 15 of 28 CC TM SA Turbomeca usA it SAFRAN Group 70% of equipment* Standard Exchange price (as per price list applicable at such tim) X CREDIT= TBOofEquipment* 16E2 Para Public Privilege with Lending TSO ** of the Equipment at contract termination *Equipment shall be compriscd of each module and FCU or HMU * *If the Equipment has not been overhauled, TSO shall be replaced by TSN. Note: The TBO of "on- condition" equipment shall be ten thousand (10,000) hours. a) The credit shall be calculated as follows for each life - limited part: 70% of Life limited Part price (as per price list X CSN of the Life Limited Parts at applicable at such time) contract termination CREDIT = Potential in cycles of Life - Limited Parts * ** 13.8. Application of Credit. In the event Covered Equipment is lost due to an accident, the credit will first be applied to any expenses TMUSA has already incurred in supporting this Agreement. Any remaining credit will then be applied to any other outstanding invoices. 1) Any retraining credit will be applied as a credit to Customer's trade account with TMUSA. In the event Customer will no longer conduct business with TMUSA, Customer may request a refund of any remaining credit due. ARTICLE 14 — ASSIGNMENT AND TRANSFER 14.1. Sale or Transfer of Covered Equipment. In the event of a sale or transfer of Covered Equipment (the "Transfer ") to a third party (the "Transferee "), TMUSA has the right, but not the obligation, to allow Transferee to obtain coverage under this Agreement. 14.2. Notice of Intent to Transfer. Customer shall notify TMUSA of Customer's intentions to Transfer, and shall pay all sums normally due TMUSA up to date of Transfer, at least fifteen (15) days prior to Transfer. 14.3. Termination of Coverage. In the event that TMUSA does not offer the Transferee, or Transferee does not accept coverage under this Agreement, the notice by TMUSA to Customer or Transferee to TMUSA, of any such decision shall be the Cancellation Notice and this Agreement shall terminate pursuant to Article 13.3 of this Agreement. ARTICLE 15 — SOLE CONTRACT /AMENDMENTS 15.1. There are no other agreements or understandings, either oral or written, between TMUSA and the Customer affecting this Agreement. This Agreement cancels and supersedes all previous agreements between TMUSA and the Customer relating to the subject matters covered herein. 15.2. In the event Customer demands additional services which are not covered by this Agreement, the conditions for the performance of such services will be subject to a specific agreement or an amendment of this Agreement in writing and signed by the parties. 15.3. No change, addition to or deletion of any portion of this Agreement shall be valid or binding unless the same.is approved in writing by both Parties. The official text of this Agreement is in the English language. If this Agreement is translated into another language for the convenience of Customer or its personnel, the English version shall prevail in the event of a dispute arising out of the interpretation of this Agreement. Revised 13 March 2008 110107.SBH Page 16 of 28 CC TMU A i 11110111 . 811.111111� Turbomeca usA �►oiiiiiF�� SAFRAN Group ARTICLE 16 — MISCELLANEOUS Para Public Privilege with Lending 16.1. Governing Law. This Agreement shall for all purposes be governed by and construed in accordance with the laws of the State of Florida, with regard to its conflict of laws provisions, and the laws of the United States applicable to transactions in the State of Florida. 16.2. Further Actions. Each of the parties hereto agrees that they will perform all such other actions as may be necessary or reasonably appropriate to carry out the intent and purposes of this Agreement. 16.3. Change or Modification. No change or modification of this Agreement shall be valid or binding upon the parties hereto unless such change or modification is in writing and signed by all the parties hereto. No waiver of any term or condition of this Agreement shall be enforceable unless it is in writing signed by the party against which it is sought to enforce. The waiver by either party of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach by such other party., 16.4. Cost of Enforcement. If any action at law or in equity or any other proceeding is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, court costs, and necessary disbursements in addition to any other relief to which he or it may be entitled. 16.5 Dispute Resolution. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of TMUSA and by Customer's staff person who would make the presentation of any settlement reached during negotiations to its Board of Commissioners for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of TMUSA and by Customer's staff person who would make the presentation of any settlement reached at mediation to Customer's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under Section 44.102, Florida. Statutes. 16.6.1 Severability. Customer acknowledges and agrees that each agreement or covenant set forth in this Agreement constitutes a separate agreement or covenant independently supported by good and adequate consideration and that each such agreement or covenant shall, if necessary, be severable from the other provisions of this Agreement. This existence of any claim or cause of action of Customer against TMUSA, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by TMUSA of those separate agreement and covenants. If any provision of this Agreement is held to be illegal, invalid, or unenforceable provision constituted a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be effected by the illegal, invalid, or unenforceable provision or by its severance. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added as part of this Agreement, a provision as similar in its terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable. 16.5. Assignability. The rights and benefits of either party under this Agreement may not be assigned, nor the duties hereunder delegated by such parties, without written consent, signed by the parties hereto. 16.6. Headings. The Article leadings used in this Agreement are for reference and convenience only and shall not affect the interpretation of this Agreement. 16.7. Amendments, This Agreement, and any attachments hereto, set forth the complete understanding and agreement of the parties hereto and shall be amended only in writing, signed by both parties. Revised 13 March 2008 CC 110107.SBH TMU A Page 17 of 28 Turbomeca usA llil SAFRAN Group /J . 16E2 Para Public Privilege with Lending 16.8. Gender. Whenever in this Agreement the context so requires, the male gender shall include the female and the neuter; the female gender shall include the male and the neuter; and the neuter shall include the finale and the female. 16.9. Number. The use in this Agreement of the singular number shall include the plural, and the plural number shall include the singular wherever appropriate. 16.10. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one and the same document. ARTICLE 17 — CONFIDENTIALITY 17.1. Except as required under Florida Statutes, Title X, Chapter 119, Public Records, the patties hereby agree not to disclose the terms and conditions hereto, as well as the technical documentation, the operation rules, and all information of any nature whatsoever associated with this Agreement, to third parties, without prior written approval from the other Party hereto. The obligation contained in this article shall survive the termination of this Agreement for ten (10) years. 17.2. Public Records. TMUSA understands that the public shall have access, at all reasonable times, to all documents and information pertaining to Customer, subject to the provisions of Chapter 119, Florida Statutes, and agrees to allow access by Customer and the public to all documents subject to disclosure under applicable law. The parties hereby agree not to disclose the terms and conditions hereto, as well as the technical documentation, the operation rules, and all information of any nature whatsoever associated with this Agreement, to third parties, without prior written approval fiom the other Party hereto. The obligation contained in this article shall survive the termination of this Agreement for ten (10) years. IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date set forth above. COUNTY: �1�JIRQCK, Clerk C A. s;i'titll irl�aa s< Print Name: Assistant County Attorney Revised 13 March 2008 110107.SBH BOARD OF COUNTY COMISSIONERS COLLIER C UNTY, FL RIDA By. Thomas Hennin , Chairman CC TMU A Page 18 of 28 Turbomeca USA SAFRAN Group TURBOMECA: 'WITNESSES: STATE OF TEXAS COUNTY OF TARRANT 16E2 Para Public Pelvilege with Lending TURBOMECA USA, INC. J B J. U LL SPR A A P ident &CEO The foregoing instrument was acknowledged before me this la day of Z-,v,5 2008, by,!SS PRfty , as Pr sident & CEO of Turbomeca USA, Inc, a Delaware corporation, on behalf of the corporation. He is [ as known to me, or [ ] has produced drivers license no. as identification. i• JUDITH Cr. BROWN `� Notary Public, State of Togas .� AL4y Commission Expires March 18, 2009 Approved as to form and legal sufficiency: Assistant County Attorney Revised 13 March 2008 110107.SBH s LNOR4Y PUBLIC Name:���/ (,T• sC7�l9rc�� (Type or Print) My Commission Expires: Page 19 of 28 CC TMU Vw- 16E2 Turbameca USA �pgll SAFRAN Group Para Public Privilege iviih Lending EXHIBIT 1 COVERED EQUIPMENT This Agreement covers the following Equipment: Description Aircraft SIN Engine S/N TSO CSO Arrius 2BEngine 0138 30169 0.0 TBD Arrius 2B Engine 0138 30172 0.0 TBD Each Arrius Engine listed above includes the following repairable LRU items as defined in the applicable Service Letter for Accessories and Equipment: Control and Monitoring Harness Control Harness Drain Valve Assembly Torque Conformation Box T4.5 Conformation Box Fuel Valve Assembly Injection Manifolds Engine Electronic Control Unit Alternator HP /LP Adjusted Pump and Metering Valve Lubrication Device Oil Pump Revised 13 March 2008 CC 110107.SBH TMU A Page 20 of 28 16E2 Turbomeca usa SAFRAN Group Para Public Privilege with Lending EXHIBIT II TURBOMECA USA, INC. AND COLLIER COUNTY LEASE AGREEMENT This agreement is entered into and made effective as of the !21 day of �CMLIER between Turbomeca USA, Inc., Grand Prairie, Texas, a Delaware corporation { "TMUSA ") OUNTY ( "Lessee "). 1. LEASED EQUIPMENT. TMUSA shall supply to Lessee, and Lessee shall lease from TMUSA for the purpose described herein below, certain turboshaft engines, modules and accessories, hereinafter referred to as "Equipment", and more particularly described as follows: Rental Equipment: Customer Property: Engine/Module e: Engine/Module Type: Serial Number: Serial Number: TSN /TSO: TSO: TSN /TSO: CSN PO# Deposit Required: N/A Reason for Removal: a) TMUSA shall, as its sole option, furnish fully functional, newly manufactured, remanufactured or used equipment which shall be deemed to be FAA certified airworthy. 2. TERM. This agreement shall be effective as of the date first above written and shall remain in full force end effect until the earlier of the expiration months or until terminated in accordance with Section 13 herein below. 3. FEES. As consideration for the rental of the Equipment, Lessee shall pay to TMUSA a rental as specified in Article 11.1 of the Agreement, an amount equal to the aggregate of the following amounts: a) Hourly rate in effect at the time of rental per hour of operation ("Hourly Charge ") for each hour flown. b) If the number of engine cycles exceeds an average of 1.5 cycles per hour flown, the excess cycles will be charged at a rate of $Rate in effect at time of rental per 0.5 cycles per hour. c) In the event Lessee does not deliver its customer owned property to TMUSA within ten (10) days of receipt of Equipment, Lessee shall pay a daily fee of $300.00 per day for each additional day beyond the tenth (10`') day the property is not received at TMUSA in addition to the Hourly Charges specified in 3(a) above. 4. INVOICING AND PAYMENT. a) Lessee shall provide TMUSA, by facsimile transmission addressed to "TMUSA Accounting Manager" at (972) 606 -7608, on or before the tenth (10`x') day of each month, the operating hours and cycles for the Equipment for the immediately preceding month using the Monthly Operating Report, the form of which is attached hereto and made a part of as Exhibit 1 as specified in Article 6.4.1 of the Agreement. b) In the event that Lessee fails to timely provide the report specified in 4(a) above or fails to accurately report the hours and cycles for the Equipment, Lessee will be subject to and liable for an additional charge equal to the greater of the amount due based on the accurate times and cycles of the Equipment plus interest calculated pursuant to Section 4(d) below. �) Lessee shall pay and bear all federal, state and local sales, use, excise, personal property and other taxes and all governmental assessments, fees and charges unposed or in connection with any Lessee's Revised 13 March 2008 110107.SBH Page 21 of 28 CC TMUSA Turbomeca = f,pnu i� SAFRAN Group 16E2 Para Public Privilege with Lending use of any Equipment covered by the Agreement. Lessee shall file any necessary returns connected herewith and shall reimburse TMUSA for any and all such charges paid by TMUSA with respect to such taxes, resulting from any late filing or payment due to Lessee's fault or negligence. d) TMUSA shall issue to Lessee an invoice, on a monthly basis, for payment at Lessee's billing address. All amounts due TMUSA under this Agreement shall be due and payable to TMUSA in accordance with Section 218.73, Florida Statutes, also known as the "Florida Prompt Payment Act". e) Lessee shall make all payments to TMUSA Texas at: 2709 Forum Drive, Grand Prairie, Texas 75052 or at such other place as TMUSA may designate in writing. 5. OWNERSHIP OF EQUIPMENT. a) This is an Agreement to lease only and shall not in any way be construed as a contract or agreement for the sale of Equipment. b) Lessee acknowledges and agrees that TMUSA is the owner of all Equipment leased hereunder, all of which shall remain subject to possession and control by TMUSA. c) Lessee further acknowledges and agrees that it has the possessory right to use and operate the Equipment, which possessory right shall be forfeited upon termination or expiration of this Lease Agreement in any manner. d) Lessee shall not sell, transfer, sublease or pledge as security any Equipment covered by this Agreement and shall neither make nor permit any alterations to Equipment without the prior written consent of TMUSA. e) Lessee shall provide to TMUSA prior written notice of any change in the ownership or identity of Lessee upon which TMUSA shall have the option of terminating this Agreement upon written notice to Lessee. f) Lessee shall be responsible for all risk of loss to Equipment during.the term of this Agreement. g) TMUSA may substitute Equipment of like kind and quality for any of the Equipment leased under this Agreement. Lessee shall afford TMUSA unrestricted access to the Equipment. 6. RETURN OF EQUIPMENT. a) Upon the expiration or termination of the lease, Equipment shall be returned forthwith and without delay, at Lessee's expense, to TMUSA at a location designated by TMUSA. b) Lessee shall return Equipment in as good condition as when received by Lessee, ordinary wear and tear expected. If upon expiration or termination of the lease, Equipment is returned in unsatisfactory condition, after inspection by TMUSA, Lessee shall pay as an additional charge, any and all costs incurred by TMUSA to clean, repair and replace any damage to Equipment; provided that in no event shall such costs exceed the replacement value of the Equipment. c) Equipment is leased as complete and acknowledged as such by Lessee. Lessee shall return Equipment in like configuration. Lessee shall pay as an additional charge any and all cost incurred by TMUSA to replace missing parts. d) Lessee shall ship all Equipment to the TMUSA Shipping Address within ten (10) days following the expiration or termination of this Agreement for any reason. In the event Lessee fails or refuses to ship the Equipment within said ten (10) day period, an amount equal to three hundred dollars ($300.00) per day shall be assessed against Lessee as liquidated darnages, and not as a penalty, for each day until Equipment is shipped to TMUSA. 7. INSURANCE. a) Lessee shall, during the term of this Agreement, provide and maintain All Risk Physical Damage Insurance in the amount of full replacement value for all Equipment while in the custody of Lessee or in transit to and from TMUSA. Such insurance is to take effect at the time and place of shipment to Lessee and shall remain in effect until Equipment is returned to TMUSA. Revised 13 March 2008 CC 110107.SBH TM A Page 22 of 28 16E2 4 Turbomeca USA SAFRAN Group Para Public Privilege with Lending b) Lessee shall, during the term of this Agreement, maintain All Risk Ground and Flight Hull Insurance with respect to Equipment in an amount sufficient so that TMUSA will recover fully the amount of any loss of said Equipment or supplies. c) Lessee shall also maintain at all times Aircraft Bodily Injury and Property Damage Insurance, including passengers, in an amount of at least $20,000,000.00 Combined Single Limit. d) Any and all insurance policies required herein shall include the following provisions: (i) all policies must include TMUSA, and its affiliate, Turbomeca, S.A., a corporation organized under the laws of France, as additional named insured; (ii) with respect to All Risk Physical Damage and All Risk Ground Flight Hull Insurance, policies are to be endorsed with Loss Payable Clause in favor of TMUSA, as its interests may appear; (iii) all policies must provide Contractual Liability Insurance evidencing that coverage is provided as respects indemnification clause contained in Section 8 herein below; (iv) Lessee and its respective insurance carriers each shall and hereby do waive any rights of subrogation they each may have against TMUSA and its affiliate Turbomeca, S.A., except where any such claim giving rise to possible subrogation is due solely and directly to the failure of Equipment where such failure is not due to any fault or negligence of the Lessee; (v) the insurance required hereunder shall be primary and not contributing with any insurance carried by TMUSA; (vi) all policies must provide that TMUSA will be given thirty (30) days advance notice of material change in or cancellation of the above coverage; and (vii) in the event of loss, any deductible is to be paid solely by the Lessee. 8. INDEMNIFICATION. a) Customer shall be liable for and shall indemnify and hold TMUSA harmless from and against all loss and /or damage to TMUSA Owned Equipment, when damage occurs during Customer's custody of the Equipment or components, except for normal wear or damage to the Equipment by reason of TMUSA's negligence, subject to the limitations of Section 768.28, Florida Statutes. Should the TMUSA Owned Equipment (or any components or parts thereof) be lost or destroyed during Customer's custody of same, Customer shall pay TMUSA, in accordance with Section 218.73, Florida Statutes, also known as the "Florida Prompt Payment Act ", the fair market replacement value of the Equipment or components or parts lost or destroyed. The fair market price will be jointly agreed upon. b) Claims. Customer shall be responsible for any and all liability, costs, expenses (including attorney's fees), claims or demands for damages by reason of the injury or death of any person to any property belonging to Collier County or TMUSA arising out of Customer's uses, operation or control of Covered Equipment except for such liability resulting from TMUSA's negligence, action or inaction and only to the extent permissible under Florida Statutes, Section 768.28. By entering into this paragraph, Customer does not waive its Sovereign Immunity as set forth in Florida Law. c) Darnages. As further consideration for this Agreement, it is specifically agreed that TMUSA shall not be liable for any special, consequential, incidental, or indirect damages, including but not limited to, any damages arising out of loss or use of property. 9. OPERATION OF EQUIPMENT. a) Unless otherwise consented to in writing by TMUSA, Lessee shall operate Equipment only in North or Central America. b) Lessee shall permit only licensed and safe operators of the helicopter containing Equipment. c) Lessee shall not permit any Equipment to be used in violation of federal, state or municipal statutes, laws, ordinances, rules, regulations, or contrary to the provision of any applicable insurance policy. d) Lessee shall indemnify and hold TMUSA, its parent, subsidiaries and affiliates and each of their respective directors, officers and employees, harmless from any and all fines, forfeitures, damages or penalties resulting from violation of such laws, ordinances, rules or regulations, subject to the limitations of Section 768.28, Florida Statutes. Revised 13 March 2008 - CC 110107.SBH TMUSA Page 23 of 28 Turbomeca USA SAFRAN Group 16E2 Para Public Privilege iviih Lending e) Lessee shall notify TMUSA immediately of any and all accidents involving Equipment. Such notice shall be in writing and include full details of the accident and the names and addresses of all parties and witnesses. Lessee shall keep TMUSA and the insurer fully informed of all claims, suits or proceedings arising out of any accident involving leased Equipment. Lessee shall forward to insurer and TMUSA a copy of every demand, notice, summons or other process received in connection with any and all claims, suits or other legal proceedings resulting fioin an accident involving Equipment leased under this Agreement. 10. REPAIRS AND MAINTENANCE. a) Lessee shall be responsible for all expenses arising out of the operation of the Equipment (other than expenses arising as a result of TMUSA's failure to provide fully functional Equipment that is deemed to be FAA certified airworthy), including, without limitation, any Equipment failures caused by, but not limited to: 1. Lessee failing to operate Equipment in accordance with the application manual and procedures established by TMUSA; 2. Lessee negligence with respect to Equipment; 3. Lessee's failure to properly transport, store, install, maintain, or utilize Equipment in accordance with the current operating recommendations and directions of TMUSA; 4. Equipment suffering damage due to the ingestion of a foreign body (FOD) or lightening strike; and 5. Equipment suffering damage due to excessive erosion or corrosion. b) TMUSA shall invoice Lessee and Lessee shall be Iiable for and shall pay to TMUSA all amounts incurred by TMUSA to repair or overhaul Equipment due to any of the above - described causes. 11. RETURN OF LEASED EQUIPMENT. a) Prior to Lessee removing Equipment from Lessee's aircraft, the Lessee shall carry out the following checks in accordance with the Turbomeca Maintenance Manual; (i) Ground Run Checks (ii) Vibration Checks in accordance with the Turbomeca Maintenance Manual (iii) FCU or HMU Characteristics Checks; (iv) Power Assurance Check; and (v) Usual checks after last daily flight. b) Lessee shall record in the logbook power ratings as confirmed prior to Equipment removal. c) Lessee's failure to perform the power assurance check and/or record its results will be subject to and liable for an additional charge of $2,000.00. d) On return of the Equipment, TMUSA will inspect equipment and, if applicable, invoice Lessee for any missing, replaced or damaged components or accessories. 12. TERMINATION. This Agreement may be terminated as follows: a) TMUSA may terminate this Agreement without further liability upon fifteen (15) days written notice to Lessee, in the event that Lessee fails or refuses to deliver within fifteen (15) days fiom the date of receipt of Equipment its owned equipment that is to be repaired or overhauled. b) TMUSA may terminate this Agreement without further liability, upon thirty (30) days written notice to Lessee, in the event that Lessee fails or refuses to provide its authorization to perform such repair or overhaul within ten (10) days following its receipt of TMUSA's cost estimate for such repair or overhaul of its owned equipment. Revised 13 March 2008 110107.SBH Page 24 of 28 cc cA TMUSA Turbomecar USA SAFRAN Group 16E2 Para Public Privilege with Lending c) TMUSA may terminate this Agreement without further liability upon thirty (30) days written notice to Lessee, in the event that Lessee breaches any of the terms or conditions of this Agreement if TMUSA deems the Agreement or TMUSA's ability to recover equipment in jeopardy. d) Either party may terminate this Agreement for its own convenience and without further liability, upon thirty (30) days prior written notice to the other party. Upon the expiration or termination of this Agreement, Lessee shall immediately return Equipment to TMUSA at the location provided by TMUSA. In the event that Lessee fails or refuses to return Equipment within ten (10) days, TMUSA may enter the premises where Equipment is located, with or without Lessee's consent, and remove or disable Equipment and Lessee shall be liable for any and all charges associated with TMUSA's actions taken to recover its Equipment. e) Upon the expiration or termination of this Agreement, Lessee shall immediately return Equipment to TMUSA at the location provided by TMUSA. In the event that Lessee fails or refuses to return Equipment within ten (10) days, TMUSA may enter the premises where Equipment is located, with or without Lessee's consent, and remove or disable Equipment and Lessee shall be liable for any and all charges associated with TMUSA's actions taken to recover its Equipment. 13. NON - ASSIGNABILITY. This Agreement is not assignable by the Lessee without TMUSA's consent. 14. ATTORNEY'S FEES AND COSTS. In the event of Lessee's uncured breach of this Agreement, Lessee shall pay all costs and expenses relating to enforcement or preservation of TMUSA's rights under this Agreement, including reasonable attorney's fees. 15. EXTRAORDINARY RELIEF Except for the obligation of payment, neither TMUSA nor Lessee shall be liable for non - performance caused by circurnstances beyond its control, including but not limited to work stoppages, fire, civil disobedience, riots, rebellions and acts of God. 16. LIMITATION OF LIABILITY AND OF REMEDY AND DISCLAIMER OF WARRANTIES The liability of TMUSA with respect to this Agreement, or anything done in connection therewith such as the performance of breach thereof, or from the manufacture, installation or technical direction of installation, maintenance, repair or use of any Equipment covered by or furnished under this Agreement, whether in contract, in tort, under any warranty, or otherwise, is limited to the repair or replacement of the Equipment, parts, supplies, engines or LRU on which liability is based. THE WARRANTIES EXPRESSED IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DESCRIPTION, QUALITY, PRODUCTIVENESS, OR OTHERWISE. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOSS OF PROFIT AND CLAIMS OF THIRD PARTIES) HOWSOEVER BASED, WHETHER IN NEGLIGENCE, TORT, BREACH OF WARRANTY OR BREACH OF CONTRACT OR OTHERWISE. 17. NOTICES All notices required pursuant to this Agreement shall be mailed to: TURBOMECA USA, INC. at its office address, 2709 Forum Drive, Grand Prairie, Texas 75052, ATTN: Russ Spray President and CEO; and to the Lessee at the Lessee's billing address. All notices made pursuant to this Agreement will be effective (i) upon actual delivery if presented personally or sent by facsimile transinission with a receipt and confirmed by certified mail, return receipt requested, (ii) one (1) business day following delivery to an overnight courier or (iii) three (3) business days following deposit in the United States snail, if sent by certified, registered or express mail, postage prepaid. 18. SEVERABILITY If any term or provision of the Agreement or the application thereof shall be invalid or unenforceable, the remainder of the Agreement or the application of such term or provision of the Agreement shall be valid and enforceable to the fullest extent of the law. Revised 13 March 2008 CC 110107. SBH TM Page 25 of 28 AL Turbomeca USA Kiuiin,, SAFRAN Group S i Para Public Privilege with Lending 19. BIND SUCCESSORS This Agreement shall inure to the benefit of and be binding upon the respective parties and their successors in interest, assigns and legal representatives. 20. ENTIRE AGREEMENT This instrument shall constitute the entire Lease Agreement between TMUSA and Lessee and except as otherwise provided herein, may be amended only by a written instrument executed by both parties. No waiver of any term or condition of this Agreement shall be enforceable unless it shall be in writing signed by the party against which it is sought to enforce. The waiver by either party of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach by such other party. 21. GOVERNING LAW This Agreement shall for all purposes be governed by and construed in accordance with the laws of the State of Florida, with regard to its conflict of laws provisions, and the laws of the United States applicable to transactions in the State of Florida. TWO WITNESSES: F T WITNESS , wwn G, Type /Print Name SECOND WITNESS 9*4— i l&ylI?. � lgh�► l l Type /Print Name TURBOMECA USA, INC. By: Type/Print Name and Title Date: "' It'n�J OWNER: BOARD OF COUNTY COMMISSIONERS OF + + "e'` °• °•.; rs+ COLLIER COUNTY LORIDA Dwjj'¢ck„�ler I3 w I BY: �H Chairman and G Lega S{u y:. = Print Name: ✓ Assistant County Attorney Revised 13 March 2008 110107.SBH Page 26 of 28 Fill Turbomeca USA SAFRAN Group Date Aircraft No. Customer Name EXHIBIT III TURBOMECA USA, INC. (FAX) 972- 606 -7608 Support By the Hour (SBH)® AGREEMENT MONTHLY OPERATING REPORT Reporting Month Engine Model _ Telephone No. Para Public Privilege with Lending Engine No. 1 S/N Hours Cycles Start End Usage Start End Usage Engine M01 M02 HMU Engine No. 2 Hours Cycles S/N Start End Usage Start End Usage Engine MO1 M02 HMU THIS FORM MAY BE E- MAILED TO sbhhoursna.turbomeca.com_. MONTHLY REPORTS MUST BE RECEIVED BY TMUSA BY THE 10TH DAY OF EACH MONTH FOR THE PRECEEDING MONTH'S FLIGHT ACTIVITY. Revised 13 March 2008 110107.SBH Page 27 of 28 CC- b& TMUSA m m Turbomeca. USA SAFRAN Group 16E2 Para Public Privilege ivith Lending EXHIBIT IV ENGINE TIMES AND BUY -IN AMOUNTS ENGINE S/N TSO CSO BUY -IN TERMS 30169 0.0 TBD -0- N/A 30I72 0.0 TBD -0- N/A These engines have been previously enrolled in Support By the Hour program with all life - limited parts included in coverage. Revised 13 March 2008 110107.SBH Page 28 of 28 CC TMUSA Certificate of Insurance Certificate Holder: TURBOMECA USA INC. 2709 FORUM DRIVE GRAND PRARIE TX 75052 Named Insured: COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS 3301 EAST TAMIAMI TRAIL BLDG D NAPLES FL 34112 Policy Period: From OCTOBER 1, 2007 To OCTOBER 1, 2008 Policy Number: 9957 - 0005 -02 Issuing Company: FEDERAL INSURANCE COMPANY ce or condition oT an c rnsurance afforded by on 16E2 to all the terms, exc Aircraft: Reg Deductibles Year Make and Model No Insured Value NIM / IM Liability Limit 1999 AMERICAN EC 135T1 N911CK $4,500,000. 1000/50000 $20,000,000. CSL INCLUDING PAX $ $ $ $ $ $ s s s s THE CERTIFICATE HOLDER IS INCLUDED AS A LOSS PAYEE AS RESPECTS LEASED ENGINES* ON THE ABOVE REFERENCED AIRCRAFT. THE CERTIFICATE HOLDER IS INCLUDED AS AN ADDITIONAL INSURED WITH RESPECT TO THEIR INTEREST AS OWNER /LESSOR OF LEASED ENGINES *. THE CERTIFICATE HOLDER IS PROVIDED A WAIVER OF SUBROGATION AS RESPECTS PHYSICAL DAMAGE FOR THE ABOVE REFERENCED AIRCRAFT THE CERTIFICATE HOLDER WILL BE PROVIDED WITH THIRTY (30) DAYS (TEN (10) DAYS IF FOR NON- PAYMENT OF PREMIUM) NOTICE OF CANCELLATION OR MATERIAL CHANGE. * ARRIUS 2B ENGINES SERIAL NUMBER 30169 AND 30172. THIS CERTIFICATE CANCELS AND SUPERSEDES THE CERTIFICATE NUMBER 7.1 Certificate Number: 7.2 Issued By and Date: MAY 28, 2008 (SS) Starr 10200 (6/06) By j4121 (Authorized Representative)