The URL can be used to link to this page

#18-7291 (Airbus Airbus Helicopters, Inc.) MASTER AGREEMENT #18-7291 for COLLIER COUNTY MEDFLIGHT AIRCRAFT THIS MASTER AGREEMENT, made and entered into on this day of rtbr 2019, by and between Airbus Helicopters Inc., authorized to do business in the State of Florida, whose business address is 2701 N. Forum Drive, Grand Prairie, TX 75052-7099 (the "Contractor") and Collier County, a political subdivision of the State of Florida, (the "County"): WITNESSETH: 1. AGREEMENT TERM. The Agreement shall be for a two (2) year period, commencing upon the date of Board approval and terminating two (2) years from that date or until all outstanding Purchase Order(s) issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for one (1) additional one (1) year period subject to mutual agreement to price escalation adjustments for subsequent years. The County shall give the Contractor written notice of the County's intention to renew the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. COMMENCEMENT OF SERVICES. The Contractor shall commence the work upon receipt of a Purchase Order. 3. STATEMENT OF SERVICES. The Contractor, as a single source for Airbus including a Metro Aviation completion shall provide the County with an Airbus H135T3H Helicopter equipped with medical interior in accordance with the terms and conditions of this Agreement. 3.1 This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. Page 1 of 14 #18-7291 4. THE AGREEMENT SUM. The County shall pay the Contractor for the performance of this Agreement based on Exhibit A- Payment and Project Schedule and Exhibit B —Purchase Agreement and Additional Terms and Conditions, attached hereto and the price methodology as defined in Section 4.1. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". 4.1 Price Methodology: Unit Price: The County agrees to pay a firm total fixed price (inclusive of all costs, including labor, materials, equipment, overhead, etc.) for a repetitive product or service delivered (i.e. installation price per ton, delivery price per package or carton, etc.). The invoice must identify the unit price and the number of units received (no contractor inventory or cost verification). 4.2 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 5. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or emailed to the Contractor at the following: Company Name: Airbus Helicopters Inc. Address: 2701 N. Forum Drive Grand Prairie, TX 75052-7099 Authorized Agent: Christie White-Mays Attention Name & Title: Manager, Contract Administration Telephone: 972 641 3455 E-Mail(s): christie.white(a�airbus.com All Notices from the Contractor to the County shall be deemed duly served if mailed or emailed to the County to: Page 2 of 14 #18-7291 S Board of County Commissioners for Collier County, Florida Division Director: Tabatha Butcher, Chief Division Name: Collier County Emergency Medical Services Address: 8075 Lely Cultural Parkway, Suite 267 Naples, Florida 34113 239-252-3780 Administrative Agent/PM: Tabatha Butcher, Chief Telephone: 239-252-3780 E-Mail(s): Tabatha.Butchercolliercountyfl.gov The Contractor and the County may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. 7. NO PARTNERSHIP. Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 8. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 9. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive purpose, or for any purpose in violation of any federal, state, county or municipal ordinance, rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter enacted or adopted. In the event of such violation by the Contractor or if the County or its authorized representative shall deem any conduct on the part of the Contractor to be objectionable or improper, the County shall have the right to suspend the Agreement of the Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to the satisfaction of the County within twenty-four (24) hours after receiving notice of such violation, conduct, or practice, such suspension to continue until the violation is cured. The Contractor further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the County. Page 3 of 14 #18-7291 CAO 10. TERMINATION. Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement, the County may terminate said Agreement for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be the sole judge of non-performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount accrued specifically for this Agreement through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. Expended accrued 11. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 12. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $5,000,000 Per Occurrence, $5,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of $1,000,000 for each accident. D. Hanger Keepers Liability: Coverage shall have minimum limits of $5,000,000 per claim. E. Aviation General Liability: Coverage shall have minimum limits of $5,000,000 per claim. Special Requirements: Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or Page 4 of 14 #18-7291 available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 13. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 14. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by Collier County Emergency Medical Services. 15. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with Page 5 of 14 #18-7291 the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 16. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Insurance Certificate(s); Exhibit A - Payment and Project Schedule, and Exhibit B Purchase Agreement and Additional Terms and Conditions. 17. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties herein that this Agreement is subject to appropriation by the Board of County Commissioners. 18. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 19. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 Page 6 of 14 #18-7291 0 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 20. PAYMENTS WITHHELD. The County may decline to approve any application for payment, or portions thereof, because of defective or incomplete work, subsequently discovered evidence or subsequent inspections. The County may nullify the whole or any part of any approval for payment previously issued and the County may withhold any payments otherwise due to Contractor under this Agreement or any other Agreement between the County and Contractor, to such extent as may be necessary in the County's opinion to protect it from loss because of: (a) defective Work not remedied; (b) third party claims failed or reasonable evidence indicating probable fling of such claims; (c) failure of Contractor to make payment properly to subcontractors or for labor, materials or equipment; (d) reasonable doubt that the Work can be completed for the unpaid balance of the Contract Amount; (e) reasonable indication that the Work will not be completed within the Contract Time; (f) prosecution of the Work by the Contractor which does not conform to the requirements of the defined specifications; or (g) any other material breach of the Contract Documents. Page 7 of 14 #18-7291 If any conditions described above are not remedied or removed within fifteen (15) business days after written notification, the County may, after three (3) days written notice, rectify the same at Contractor's expense. 21. WARRANTY. Contractor expressly warrants that the goods, materials and/or equipment covered by this Agreement will conform to the requirements as specified, and will be of satisfactory material and quality production, free from defects, and sufficient for the purpose intended as defined by the specifications. Goods shall be delivered free from any security interest or other lien, encumbrance or claim of any third party. Any services provided under this Agreement shall be provided in accordance with generally accepted professional standards for the particular service. These warranties shall survive inspection, acceptance, passage of title and payment by the County. Contractor further warrants to the County that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. If, within one (1) year after final completion, any Work is found to be defective or not in conformance with the Contract Documents, Contractor shall correct it promptly after receipt of written notice from the County. Contractor shall also be responsible for and pay for replacement or repair of adjacent materials or Work which may be damaged as a result of such replacement or repair. These warranties are in addition to those implied warranties to which the County is entitled as a matter of law. 22. SUBMITTALS AND SUBSTITUTIONS. Any substitution of products/materials form specifications shall be approved in writing by the County in advance. 23. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. 24. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 25. 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 Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County 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 Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at Page 8 of 14 #18-7291 IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Crystal Kinzel, Clerk of the Circuit Court & Comptroller Collier County, Florida C..440101 S By. U + By: libt /1. L. McDaniel, Jr., Chair •-n Dated: �r. D (,41 (SEAL) mist as ;Chairman's Contractor's i .MY• Airbus Helicopters Inc. Contractor By: Contractor's First Witness 4nature 41 kevriv CABANIss VP4 SPcRCTM-)I L-c, a r'i 6©..)-)c'S tType/print signature and titlet tType/print witness namet C - . \ - Contractor's Second Witness 4 tType/print witness namet pprov-i as to,. • d Legality: cott . each Deputy County Attorney Page 11 of 14 #18-7291 Exhibit A Payment and Project Schedule Payment Milestone Schedule Milestone Percentage of Payment Total Contract Milestone Description Price 1 10% Upon installation of the EMS Floor at the Airbus factory in Donauworth Germany as verified with photographic evidence. 2 10% Upon arrival of the aircraft in Columbus MS. 3 80% Upon Delivery and Acceptance of the aircraft in Shreveport LA. Page 12 of 14 #18-7291 i.'AO PROJECT SCHEDULE (following this page -Preliminary Schedule) Page 13 of 14 #18-7291 CAO o 8 ('1 C C .••4 C C v _ ,-1••• 0 al 0 ;-_- p.pg f"• 1)2 C:, A 0 CO CD 01 g? fP* 45 N S N N cr) . c'.) . . N _ -6 1.) c C13 g 8 g ... ..I....o• .....‘‘'in .4. In -..`° "-F.) a) w-'t° it) CC .- a).- tl a CO 11 Z CO C csi a 3: •E a) 3._. .) 7.-..-0- c ,..— ,,, as u. 0) ,- 0) a). E N r. Cr) - . V) ' . 11c-411 i F _ p..- I 6" cv 4_ ill,,,g fil cl cs9 i °N i 0 i'Zi 0 • .r.• 4.4 0 *41 a CO '0 :.;jilz *z = .0 7 Ei'l 0 a) :,..4,w r4.4 ui ''' U. ;XV-I tIt.;„:_j .0 iii: . .c • E o a CV L WI Wp ,.. 4.1.0 ••-• I.' ,..... .,: N.N..aNNo. E y. ;71 .. rU(C.:9...1).. •e- 0 N • ......1. a.) 2, .. all Ift1111111•1111111 4 , 0 •do,,,,i 0 0- ••),A u LI cl ,.... 111 *it .,..4 3--4 •Wet k 1 V4 D . cn Ismon4 a) • H .w. 0 • i .., 1 UJ o a) a) a) 0 0 •fp 0 0 o o o I— e'"`j N ‘- .- T.. ,••• v... ,,, C4 CV N CV CV •q0.4 .J C.1 3 C-8 8 4 6'3 . , ao a) co al co Z .4 --.1 C•1 N ,,, s, ir) LO Lca in W 0 1: -C-V- -0 'C. *C,•4 10 C.) LL 2 •-c I- 1 a) a) cy) a) cp o) 0p 0) Cc> 0, 0 0 0 I . ,.. .-3 , .„...- ...... N CV CV ,,:ao l'•• 4 ,a• - , . 2 ;5 (-75 r0 co +.4 ‘" -- N ,- CV e•1 CN Ce) I.0 to T.' 1.- N N •a" 7 .0 ,,,,..0 0 C T• 13 , 7 v,,,,d 0 0 'I5 1.22 -a it c .c I- e.:14 I- 2 a s 0 1- s ,.: : 2 ........, .... co c >. (0 >, as co >. a >. co -a >, a co >. co ).. co >. co >. co >. '7? a a co a co Ti .e €45 15 ,... -0 ,,,, ,,,, .0 -a Ts 103) c., 1.0 CV cp 'A to' el 0) C':.,) 0 cal ' _ w• 'pt 0 • - 0) 2 . c o c o v.-.. a) ce a) To E co 6 c 2 to > fo* 5 co o. •,'' a 3 8 c o--- E 5 CC _ ip- U- 11-; O. o T2 E o 1 0 0 ;Fe x 8 2 @)< .... , .,.. a) ri). a t •P'46' '0 >, 1 I'Ll O 0 ' rvcv = 0 C -0 =CO L_Lij 1 0'-'' it C m..0) 'AZ C ti(/) ...• U) CD f < .... c o .... co 0 0 0 , •i-i , E 4.• 0 I(a! i....4 0 d c (1) ,_ 2 (I) LU 47: cp w .o) a.) I co 1 a_ = a 0 , E 2 o E P. I,- -- 0 w 6 a) - C.) < o." x 0 I a- 0_c •> = 5 1 .c (-) oz a. 0(..) Z E M ct 2 CO • 0 w cc 0 4- N el Nr U) CO N- CO CO e- .- •- a a. CAO EXHIBIT B PURCHASE AGREEMENT AND ADDITIONAL TERMS AND CONDITIONS Following this page: Purchase Agreement-pages 1 - 3 Additional Terms and Conditions -pages 1-4 Page 14 of 14 #418-7291 0 AIIBIdIIJS PURCHASE AGREEMENT 2701 n forum drive,grand prairie,texas 75052 Page 1 of 3 Customer:Collier County,a political Date Prepared:15 January 2019 subdivision of the State of Florida Phone:239-252-5628 Revision VII c/o Collier County MedFlight 2375 Tower Drive Naples,FL 34104 Contact:Tabatha Butcher Contract N°: V-7058 Item N° I Quantity I Description I Unit Price I Total US FUNDS 1 1 New,H935T311(EDI35T3H)DP,SP IFR,to include: 6,304,096 6,304,096 • Rear Avionics Compartment • Pilot Window with Sliding Vent • Rotor Brake • Bleed Air Heating • Mast Moment System • 3-Color Exterior Paint 2 1 STANDARD EQUIPMENT F'retorylnctIkd INCL INCL 4-AXIS AUTOMATIC FLIGHT CONTROL SYSTEM(AFCS) INSTRUMENT PANEL EXTENSION ON COPILOT SIDE BATTERY(40 AH,24 VDC)ULM(SAFT)INSTEAD OF STANDARD BATTERY CENTER CONSOLE SEARCH&LANDING LIGHT,COMPLETE WAR MODE WINDSHIELD WIPER SYSTEM 3 1 STANDARD AIRFRAME EQUIPMENT:Factory Instal ied INCL INCL AIR CONDITIONING SYSTEM(ACS) CABLE CUTTER SYSTEM,FIXED PROVISIONS COPILOT FLIGHT CONTROLS,DETACHABLE PARTS CORROSION PROTECTION FOR HIGH CORROSIVE ENVIRONMENT ENGINE COMPRESSOR WASH KIT ENGINE COWLING HEAT PROTECTION - F.O.C. ENGINE FIRE EXTINGUISHING SYSTEM FLASHLIGHT FOR COPILOT SIDE FUEL MANAGEMENT SYSTEM(FUEL FLOW METERS) FUZZ BURNERS FOR ENGINES HEIGHT ADJUSTABLE COPILOT SEAT INSTEAD OF STANDARD COPILOT SEAT HEIGHT ADJUSTABLE PILOT SEAT INSTEAD OF STANDARD PILOT SEAT INLET BARRIER FILTER(IBF)SYSTEM MAP CASE IN COPILOT DOOR MAP CASES ON INSTRUMENT PANEL GLARE SHIELD MEDIUM HEIGHT LANDING GEAR INSTEAD OF STANDARD LANDING GEAR PEDAL COVER FOR COPILOT FLIGHT CONTROLS STANDARD COCKPIT,CABIN AND CARGO COMPARTMENT-NVG 4 1 STANDARD AVIONICS EQUIPMENT Factory Installed INCL INCL ADDITIONAL ATTITUDE AND HEADING REFERENCE SYSTEM(AHRS)&MAGNETOMETER AVIONICS PACKAGE DP IFR GC GTN 750 DIGITAL AUDIO CONTROL SYSTEM(DACS),INCL.ACP53/ COBHAM,PILOT+COPILOT TRANSPONDER ADS-B OUT GTX 335R/GARMIN DISTANCE MEASURING EQUIPMENT(DME)DME-4000/ROCKWELL COLLINS MARKER BEACON RECEIVER MKR3300-1/BECKER GPS/NAV/COM GTN 750/GARMIN,PILOT GPS/NAV/COM GTN 750 I GARMIN,COPILOT FLIGHT DISPLAY SUBSYSTEM(FDS),COPILOT AVIONICS PACKAGE DP IFR GTN SERIES INTERCONNECTION/WIRING HEADSET ADAPTER CABLE CREW GLENAIR/U92 HEADSET ELECTRICAL POWER SUPPLY(28 VDC),FIXED PROVISIONS HELICOPTER TERRAIN AWARENESS AND WARNING SYSTEM(H-TAWS)-HELIONIX HELIONIX CONFIGURATION FILE HELIONIX GROUND STATION LIGHTWEIGHT AIRCRAFT RECORDING SYSTEM(LARS)ALERTS VISION 1000(APPAREO) RADAR ALTIMETER KRA 405B(HONEYWELL) EMERGENCY LOCATOR TRANSMITTER(ELT) SBAS RNP APPROACH CAPABILITY SYNTHETIC VISION SYSTEM(SVS)-HELIONIX- INCL WITH H-TAWS 5 1 ADDITIONAL AIRFRAME EQUIPMENT Facto!y Installed 319,819 EMS FLOOR INSTEAD OF STANDARD CABIN FLOOR 62,489 EXTERNAL HOIST LH,FIXED PROVISIONS 82,598 EXTERNAL LOUDSPEAKER SYSTEM WITH SIREN,DETACHABLE PARTS 9,171 EXTERNAL LOUDSPEAKER SYSTEM WITH SIREN,FIXED PROVISIONS 36,658 JETTISONABLE COCKPIT DOORS 10,349 RAM AIR DEFLECTORS FOR SLIDING WINDOWS IN SLIDING DOORS 2,799 SLIDING WINDOWS IN SLIDING DOORS 4,997 COCKPIT VOICE AND FLIGHT DATA RECORDER(CVFDR),COMPLETE 97,708 OPTICAL TRACKER FASTRAK 11800-3(CHADWICK HELMUTH),DETACHABLE PARTS 10,227 OPTICAL TRACKER FASTRAK 11800-3(CHADWICK HELMUTH),FIXED PROVISIONS 2,824 6 1 ADDITIONAL AIRFRAME EQUIPMENT MPlruInstdIlvd 331,219 2 ADDITIONAL FIXED LANDING LIGHTS-CROSSTUBE MOUNTED,ON/OFF SWITCH IN OVERHEAD 5,428 REPLACE STANDARD ANTICOLLISION LIGHT WITH WHELEN VERSION No Charge ADDITIONAL HORIZONTAL STABALIZER STROBES 6,772 TEL-TAIL RECOGNITION LIGHT(DEVORE)-LED 10,735 LEAD ACID BATTERY-AHI STC 13,775 DEVORE LIGHT KIT FOR BOTTOM OF HORIZONTAL SHINING TOWARDS CLAMSHELL DOORS 10,969 See page three for totals 6,955,135 RBLJSPURCHASE AGREEMENT 2701 n forum drive,grand prairie,texas 75052 Page 2 of 3 Customer:Collier County,a political Date Prepared:15 January 2019 subdivision of the State of Florida Phone:239-252-5628 Revision VII c/o Collier County MedFlight 2375 Tower Drive Naples,FL 34104 Contact:Tabatha Butcher Contract N°: V-7058 Item N° I Quantity I Description I Unit Price I Total ADDITIONAL AIRFRAME EQUIPMENTCONT'D:Metro Installed SIDE LOADING LIGHTS 3,976 CABLE CUTTER SYSTEM,DETACHABLE PARTS 42,037 WINDOW IN CLAM-SHELL DOOR,LH/RH 9,563 SPECTROLAB NIGHTSUN XP IR LED W/CONTROL PANEL 191,545 MEEKER STEP/PAYLOAD ARM/DOVETAIL FOR NIGHTSUN 27,858 CABIN SEATS IN NAVY BLUE AND YELLOW WITH"MEDFLIGHT"EMBROIDERED No Charge COVER PILOT AND COPILOT SEATS IN BLACK SHEEPSKIN No Charge PAINT STAR OF LIFE ON AIRCRAFT BELLY,COLLIER COUNTY ABOVE,MEDFLIGHT BELOW No Charge LASER ETCH"MEDFLIGHT"ON EMS FLOOR DOOR THRESHOLDS 1,748 SB-135-25-008-2C5 LONG SUNSHADES KIT,PILOT&COPILOT 6,813 7 1 MEDICAL INTERIOR:Metro Installed 379,229 AVIONICS SHELF MODIFICATION 7,657 PRIMARY LITTER LOCATED ON LH FLOOR-FERNO 28A ONE MAN LOADING TYPE 31,013 SECONDARY STRAP DOWN SYSTEM 4,171 REPLACE STANDARD SEAT AFT OF PILOT W/FISHER TRACK AND SWIVEL SEAT 43,269 REPLACE STANDARD SEAT AFT OF COPILOT W/FISHER TRACK AND SWIVEL SEAT 43,269 STOWABLE THIRD ATTENDANT SEAT WILL BE LOCATED @ FRAME 5 IN FWD FACING POSITION 30,545 MEDICAL CONTROL PANEL AND COMMUNICATION CONSOLE 16,338 OXYGEN SUPPLY/REGULATOR/2 OUTLET(SINGLE)TRANSFILL DELIVERY SYSTEM WITH 76.5 CUBIC FT 20,097 CYLINDER SECONDARY EXTERNAL OXGYEN 19,352 ELECTRICAL SUPPLY SYSTEM 110VAC-WITH LANDLINE,AUTOSWITCHING&HEATER PLUG 31,870 BUILT IN SUCTION SYSTEM 6,963 LEFT HAND AND RIGHT HAND GAS PANELS 12,748 RCA JACK-HEADSET PLUG IN AFT CABIN(MAINT.JACK) 2,751 WINDOW STORAGE UNITS(ONE HALF/ONE FULL) 14,748 COCKPIT ISOLATION CURTAIN 3,373 STORAGE POCKETS,INCL MULTIPOCKET 4,452 STORAGE POSITION FOR"D"CYLINDER ON CLAMSHELL DOOR 4,460 CABIN INTERIOR LIGHTING,LANDLINE CONTROLLED 2,417 ADDITIONAL INTERIOR TOUCH LIGHTING 4,498 ACCESSORY MOUNTING PANEL(AFT SIDE CONTROL TUNNEL) 1,941 IV HOOKS AS REQUIRED 992 AFT PATIENT LOADING LIGHT INSIDE CLAMSHELL DOOR 2,751 MOUNT FOR SHARPS CONTAINER 568 ACCESSORY BAR MOUNT-2(FWD OPERA WINDOW) 3,637 CARDIAC MONITOR MOUNTS,QTY(2)/(1)BAR SYSTEM,(1)ON TOP OF MEDICAL CABINET 29,432 MOUNT FOR INFUSION PUMPS(MOUNTING BARS) 3,650 MACHINED MEDICAL STORAGE CABINET WITH ZOLL MOUNTED ON TOP(FERNO D360 MOUNT) 21,249 ANCRA FITTING INSTALL-4 D-RING TIE DOWNS IN AFT CABIN FOR SECURING CARRY-ON BAGS 3,758 MERMAID COOLER FOR MEDICINE VIALS 7,258 8 1 ADDITIONAL AVIONICS:ANI Installed 51,724 WIRELESS INTERCOM SYSTEM/POLYGON/BECKER 51,724 9 1 ADDITIONAL AVIONICS:Metro Installed 646,074 646,074 LD12-001 ANNUNCIATOR DIMMING SYSTEM - FACTORY HTAWS ENABLEMENT CARD-010-00878-02 USB POWER PORT FORWARD OF AFT CABIN-TA-102,(3)EA ADS-B IN/OUT SURVEILLANCE-GDL-88 ADS-B ANTENNA-CI-105-6 XM Wit SATELLITE DATA LINK-GDL-69H UHFNHF/FM/800MHZ-TDFM-9300NV-PROJECT#93584 REMOTE FM CONTROL-RC-9100 NV ASSOCIATED FM ANTENNA -CI-295-300,(3)EA RADIO DIMMER RADIO MASTER SYSTEM CIRCUIT BREAKERS(AR) COLLECTIVE CONTROLLED HOURMETER/1-FLIGHT;1-ENGINE(QTY 2)-T41E45,(3)EA M803M NVG CLOCK CHARTVIEW FOR GTN750 -010-00878-40 ASU NVG MODIFICATION(BUDGETARY) FLIGHT FOLLOW ING SYSTEM,VOICE,PTT AND DATA MONTIORING-IRIS CORD ASSEMBLIES/CIX-404/COMM INOVATIONS,(4)EA PILOT SIDE GLARESHIELD IPAD MOUNT(FIXED) SOFTWARE TO INTERFACE TRAFFIC AND RADAR WITH HELIONIX DIGITAL AUDIO CONTROL SYSTEM(DACS)ACP53(COBHAM),PAX ACP 51(FOR CABIN) TRAFFIC ADVISORY SYSTEM TAS620A(AVIDYNE),FIXED&DETACHABLE PROVISIONS See page three for totals 1,077,027 CAO AIRBUSEMENT PURCHASE ACRE 2701 n forum drive,grand prairie,texas 75052 Page 3 of 3 Customer:Collier County,a political Date Prepared:16 January 2019 subdivision of the State of Florida Phone:239.252.5628 Revision VII cfo Collier County MedFlight 2375 Tower Drive Naples,FL 34104 Contact:Tabatha Butcher Contract N°: V-7058 Item N° Quantity I Description j Unit Price i Total ADDITIONAL AVIONICS CONT'D:Metro Installed COLOR WEATHER RADAR RDR-2000(HONEYWELL),RADAR RADOME COLOR WEATHER RADAR RDR-2000(HONEYWELL),FIXED PROVISIONS- INCL COLOR WEATHER RADAR RDR-2000 CONTROL UNIT CP466 NVG(HONEYWELL),VENDOR PARTS QTY(2)EXTERNAL CAMERA INSTALL BECKER POLYCON-SYSTEM INCLUDES FOLLOWING FEATURES(BUDGETARY PENDING CUSTOMER CONFIGURATION)PRICE TO BE ADJUSTED UPON CUSTOMER SELECTION OF CONFIGURATION 1-AXS-BS-D0100-N-BST50 BASE STATION,UHF BAND,NVG COMPATIBLE 2-AXS-CP-0100-N-CP50 CONTROL PANEL,NVG COMPATIBLE 3-AXS-HH-D0100-N-00-MP50,DUAL BAND,NVG,DUAL BAND,YELLOW 4-AXS-ANT-0250-PNG MP50 ANTENNA 156.163MHZ/440-45OMHZ 5-AXS-CHG-0100-N-00-CHG50,CHARGER FOR MP50 GROUND USE,NVG,YELLOW 6-AXS-ADL-0010-ADAPTER,PNG 19 PIN FISCHER PLUG TO US NATO SOCKET 7-AXS-ANT-0100-EXTERNAL AIRCRAFT ANTENNA,UHF,ROD ANTENNA 8-AXS-ANT-0180-ANTENNA FOR INTERNAL(IN CABIN)USE,UHF440-470MHZ 9-AXS-CON-0100-PNG BST50 CONNECTOR KIT BECKER AUDIO SYSTEM-(1)REU6100/(3)AC6100 AUDIO PANELS 10 1 LOOSE EQUIPMENT: 21,891 ROTORTECH MODEL 44 HELI-DOLLY 21,891 11 1 ADDITIONAL PROVISIONS:Reference Terms and Conditions 14,700 PILOT TRAINING With the purchase of each new helicopter,Buyer will receive two(2)Initial Pilot Transition Training Standard Courses. Transition training shall consist of up to seven(7)flight hours per pilot with formal ground school. Two(2)additional Initial Pilot Transition Training Courses with up to seven(7)flight hours per pilot. Included MAINTENANCE TRAINING AIRFRAME With the purchase of each new helicopter,Buyer will receive two(2)Airframe Maintenance courses and Standard one(1)Avionics Course,in the Dallas/Fort Worth area. One(1)additional Airframe Maintenance Course. 11,550 For each new helicopter purchased,Safran will provide two(2)Engine Maintenance Courses,in the Standard ENGINE Dallas/Fort Worth area,a ground course covering field maintenance on the engine. Refer to Safran for further details. One(1)additional Engine Maintenance Course. 3,150 MILESTONE PAYMENTS AS DEFINED IN Exhibit A to MasierAgreernenl#18.7291. 10%-Upon installation of the EMS Floor at the Airbus factory in Donauworth Germany. 10%-Upon arrival of the aircraft in Columbus MS. 80%-Upon Delivery and Acceptance of the aircraft in Shreveport LA. 12 1 Special Consideration (157,453) (157,463) NOTE: WARRANTY APPLICABLE IS SET FORTH IN PARAGRAPH 4 OF TERMS AND CONDITIONS HEREOF. Delivery Schedule: Method of Delivery: FOB,Shreveport,LA Total Price Subject to firm award date $7,911,299 Type of Payment: In accordance with Delivery date and price will be firm upon execution of Master Agreement#18-7291 MS Pymt#1 ($791,130) Exhibit A of Master Agreement#18-7291 by both parties no later than February 28,2019 MS Pymt#2 (6791,130) This order is subject to the terms and conditions set forth Balance Due on the attached hereof except as modified hereon. $6,329,039 Accepted and Confirmed: Date Accepted: Buyer: C. OUNTY,A PO CAL SUB SION OF THE STATE OF FLORIDA CIO on this day of 2018 G{.!v COLLIER COI NTY 'EDFL :40p bus Heligg`p ars Inc Ordered By: ;41 =' Bv��K E�w!(,F4G - Title: - W. L. M�Daniel,Jr., -Authorized Representative Prepared By: CWhite-Maus Chairm:n DATE:9JULY18 File:1521 Rev2 ATTEST CR TA L K. KI L CLE' ppr d as to f and legality BY tte "1,41t air 644 ,I GAO PrAMA41.u1w med.. I , crntt R_Teach.Deputy County Attorney AIRBUS COLLIER COUNTY MEDFLIGHT Contract N°V-7058 ADDITIONAL TERMS AND CONDITIONS 1- PRICES AND TERMS OF PAYMENT theretofore made by Buyer to Seller, and the retention by Seller of any such payments shall not preclude Seller from (a) Prices shown on the Purchase Agreement (this "Purchase seeking additional or further damages from and against Agreement") included as part of the Master Agreement#18- Buyer as Seller may elect. In the event the Seller fails to 7291, are in U.S. dollars for Products F.A.F (fly away from deliver any Products, or breaches any material terms of factory) Seller's facility or F.O.B. to a common carrier at provisions hereof, and such failure is not corrected within Seller's facility shipment at Buyer's expense to destinations fifteen (15) business days, Buyer may cancel this Purchase designated by Buyer and do not include packaging and Agreement. crating charges,federal, state or local taxes, excise tariffs or (e) Upon delivery of the Products to Buyer, Buyer shall charges, custom duties or other levies, applicable to the immediately inspect the Products at its own cost and, if the manufacture or sale of the Products (as hereinafter defined), Products are found not to conform to the published which charges, taxes,tariffs or other levies will be added by specifications for such Products, shall give written notice to Seller to the purchase price and will be paid by Buyer.Collier Seller of any claim to that effect within ten (10) days after County, Florida as a political subdivision of the State of arrival,setting forth in reasonable detail the manner in which Florida,is exempt from the payment of Florida sales tax to its the Products do not conform. The Seller shall have ten(10 vendors under Chapter 212, Florida Statutes, Certificate of days to provide a written response outlining an action plan to Exemption # 85-8015966531C. Buyer agrees to provide a rectify any unacceptable Products. If Buyer retains the completed tax exemption form documenting its exemption Products after delivery without giving Seller such notice as status. required, such failure shall constitute an irrevocable (b) Unless otherwise specified in this Purchase Agreement, acceptance of the Products by Buyer except with respect to Buyer shall pay the total unpaid purchase price, plus all defects not reasonably discoverable by such inspection. applicable packing and crating charges,taxes,tariffs,customs duties and charges,at the time of delivery of the Products. In (f) After delivery of the helicopter, should Buyer delay flyaway the event Buyer claims sales tax exemption for purposes of from Seller's facility, Seller shall provide hangar keepers this delivery which is subsequently found non-exempt by the care and charge Buyer accordingly to prevailing rates. In the applicable taxing authority, then Buyer agrees to reimburse event Seller provides Buyer a Ferry Pak at delivery, Buyer Seller for any unpaid taxes, interest and penalties assessed agrees to return the Ferry Pak within 30 days from delivery against the aircraft purchase by the taxing authority. The term date or Seller will have the right to charge Buyer accordingly "Products" as used herein shall include helicopters, parts, for the Ferry Pak,upon advance written notice to the Buyer. spare parts, tools, and other miscellaneous equipment and (g) Seller will comply with all mandatory service bulletins and services that may be deliverable hereunder. All other defined airworthiness directive prior to delivery. In the event an terms used herein and not otherwise defined shall have the aircraft is delivered without final paint, it shall be delivered meanings assigned to those terms as set forth in the with a special flight permit and shall be fully capable of Maintenance Manual and Flight Manual(as such manuals are receiving an FM Certificate of Airworthiness in the Standard revised and amended from time to time) provided by Seller category, with the exception of outstanding items to be with each new helicopter sold by Seller,copies of which have completed by Buyer. In such case it will be Buyer's, or its been supplied to Buyer. designated completion centers, responsibility to satisfy (c) All payments shall be made to Seller's offices in Grand outstanding exceptions and obtain the Certificate of Prairie, Texas upon receipt of a proper invoice and in Airworthiness. compliance with Chapter 218, Fla. Stats.,otherwise known as the"Local Government Prompt Payment Act." 3- DELAYS (a) Seller shall not be responsible for, or liable to Buyer for any 2- DELIVERY AND ACCEPTANCE damages or expenses incurred by Buyer from any failure to perform or delay in performance by Seller due,in whole or in (a) The Products shall be delivered F.A.F. Seller's facility or part, to "excusable delays." An "excusable delay" is any F.O.B.,to a common carrier at Seller's facility for shipment at failure to perform or delay in performance that is due to Buyer's expense to destinations designated by Buyer. Title causes beyond Seller's control including, but not limited to, to and risk of loss for Products shall pass to Buyer upon acts of God, fire, explosion, acts of the public enemy, war delivery thereof to Buyer at Seller's facility or upon delivery insurrection, sabotage, labor disputes (regardless of the thereof to a common carrier for shipment to Buyer unless reasonableness of demands of labor), shortage of labor, otherwise specified on the face of this Purchase Agreement. fuel, power or materials, failure or delays in transportation, (b) The Products shall be accepted by Buyer by an authorized equipment or machinery breakdown, failure or delay of and qualified representative of Buyer after inspection and, in Seller's sources of supplies, acts, orders or priorities the case of helicopters,flight test at Seller's facility in Grand (whether compliance therewith is mandatory or voluntary)of Prairie,Texas,or at such other location previously approved any government, state, or political subdivision or agency by Seller. thereof or judicial action. (c) Buyer agrees to accept delivery of the Products in (b) Buyer's failure to provide, not less than 90 days prior to the accordance with paragraph 2(b) hereof within ten (10) days scheduled delivery date, complete materials, equipment, after the delivery date set forth on the Purchase Agreement instructions and authorizations to Seller for installation of or,in the event delivery of the Products has been delayed by Customer Furnished Equipment (CFE) during the assembly Seller, within ten (10) days after Seller shall have notified process, which failure causes the Product to be Buyer that the Products are ready for delivery. nonconforming at the delivery date, shall not be cause for (d) In the event Buyer fails to accept delivery of the Products as delay in delivery acceptance pursuant to paragraphs 2(c) provided herein, or fails to make any undisputed payments and 2(e)above or in payment. Any additional costs incurred that may be due to Seller prior to or at delivery of any by Seller as a result of having to work around or reschedule Products,or breaches any of the terms of provisions hereof, the installation of Customer Furnished Equipment(CFE)due Seller may cancel this Purchase Agreement and retain all to Buyer's failure to deliver Customer Furnished Equipment payments paid,including all deposits and/or down payments, AIRBUS HELICOPTERS INC Terms and Conditions—January 2018 H135 1/4 it AIRBUS COLLIER COUNTY MEDFLIGHT Contract N°V-7058 (CFE) in a timely manner as provided above shall be the Buyer a warranty claim acknowledgment and a Return invoiced to Buyer and paid by Buyer over and above the Material Authorization ("RMA") number. Within thirty (30) price on the Purchase Agreement at delivery. Buyer further calendar days following the receipt of such documents the shall provide to Seller at least 90 days prior to the scheduled Buyer shall return the allegedly defective Parts to the Seller. delivery date a final paint scheme in order for Seller to If the Buyer fails to return the allegedly defective Parts in due schedule a paint booth slot, and any delay in delivery date time,the Seller reserves the right to invoice the replacement due to Buyer's failure to provide Seller with a timely paint Parts which have been ordered or produced for the Buyer at scheme may result in delays. Seller reserves the right to the price stated in the relevant Seller's price list in force,or in charge any additional costs incurred by Seller due to such the relevant quotation. Risk of loss for transportation of parts delay. to Seller shall be borne entirely by Buyer. (c) Furthermore, any changes request(s) by the Buyer may Upon return of parts from Seller to Buyer,the risk of loss for extend the delivery date or require an adjustment to the transportation shall be borne entirely by Seller. Other than purchase price. In order not to impact delivery schedules, shipping costs from AHI to Buyer, any insurance, customs the parties agree to freeze the configuration at least ninety expenses and other charges, as well as the expenses (90) days prior to scheduled delivery date unless mutually incurred by Buyer for the removal,re-installation and related agreed by the parties. Any configuration change request costs and expenses with respect to such part or parts,shall from Buyer within 90 days of delivery date will not affect by borne by Buyer. With AHI approval by Warranty aircraft delivery, and the parties will execute a separate Administrator,selected parts may be retained at Buyer's site retrofit agreement for the additional scope of work. Seller is to be scrapped locally. Claims will not be processed until a authorized to send the Buyer an electronic sequential completed claim by Buyer has been approved in writing by a Confirmation Notice of Change Order by Buyer setting out Technical Representative of AHI and forwarded to and the configuration change or contract revision, the adjusted received by the AHI Warranty office,Grand Prairie,Texas. purchase price, if any,and the revised delivery date. Buyer Note: Parts/Components ordered as replacement parts may reject, in writing or electronically, any Confirmation must be acknowledged as "warranty replacements" at Notice that is unacceptable within five days of receipt of a the time of order. Confirmation Notice from Seller. If timely rejected by Buyer, (d) This warranty shall apply only to the extent the helicopter the Purchase Agreement, as amended, will remain in effect and the parts installed therein are operated and maintained and the change order will lapse and not become a part of in accordance with the instructions contained in the Flight this agreement. Buyer's failure to respond timely to any Manual, the airframe or component Maintenance Manual Confirmation Notice will be deemed acceptance of the (whichever is applicable), the Helicopter Manufacturer's change order by Buyer, which will become part of the and/or Seller's service bulletins, service letters or telexes, contract,as amended. alert telexes, and maintenance notices, any other technical documentation or service information supplied by Seller to 4- LIMITED WARRANTY Buyer, and any revisions to any of the foregoing. This warranty shall apply to spares only to the extent they are (a) Seller warrants each new helicopter and parts manufactured properly stored and installed, operated, and maintained in by Airbus Helicopters S.A.S. (herein referred to as the accordance with the instructions contained in the Flight "Helicopter Manufacturer") purchased under this agreement Manual, the airframe or component Maintenance Manual to be free from defects in material and workmanship under (whichever is applicable), the Helicopter Manufacturer's normal use and service. Seller's obligation under this and/or Seller's service bulletins, service letters or telexes, warranty is limited to replacing or repairing parts or tools that alert telexes, and maintenance notices, any other technical have been returned to Seller's facility and,at the time of any documentation or service information supplied by Seller to repair or replacement,shall have been recognized by Seller, Buyer, and any revisions to any of the foregoing. Seller's in its sole discretion, as subject to this warranty. To be warranty shall not be enlarged, diminished, or affected by, eligible for repair or replacement under this warranty, the and no obligation or liability shall arise out of, Seller's alleged failure must have occurred, as determined by Seller, rendering technical advice, assistance or service in within the following time limits: connection with the products purchased hereunder. (1) With respect to helicopters and optional equipment (e) If Buyer modifies any helicopter or part sold hereunder in manufactured by the Helicopter Manufacturer: 2000 any manner for which Buyer has not received the prior flying hours or -36- months after they are delivered to written approval of Seller, such modification shall cause this Buyer,whichever occurs first. warranty to terminate and be of no further force and effect. Seller agrees to credit Buyer for reasonable labor costs (f) This warranty shall not apply to any helicopter or part which solely related to direct removal and re-installation has been repaired or altered outside Seller's factory in any incurred for approved warranty claims during the first way so as, in Seller's sole discretion, to affect its stability, year of warranty coverage only. The credit will be safety or reliability, or which has been subject to misuse, subject to prior investigation and acceptance by Seller common neglect,abuse,negligence or accident. and will be credited to Buyer's trade account for future (g) The word "part" as used in this Agreement means "a detail spares orders only. All credits must be used within 1 part with reference to a part number shown on a drawing year of issue. All compensation for labor rates will be parts list provided"by the Helicopter Manufacturer. credited at$190/hour. (h) This warranty may not be extended,altered or varied unless (2) With respect to new spare parts,the earlier of: (i) 1000 a prior written agreement is signed between Buyer and flying hours; (ii) 12 months after installation; or (iii) 24 Seller. This warranty is granted to Buyer personally and months after delivery to Buyer;and shall not be assigned by Buyer without Seller's prior written (3) With respect to tools manufactured by the Helicopter consent. Manufacturer, 24 months after the tool is delivered to (i) SELLER AND THE HELICOPTER MANUFACTURER Buyer. DISCLAIM AND EXCLUDE FROM THIS AGREEMENT ALL (b) The warranty period on the repaired or replacement part is OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED the warranty period that was remaining on the defective part. TO, STATUTORY WARRANTIES, OTHER EXPRESS (c) As soon as possible, but no later than fifteen (15) calendar WARRANTIES, AND ANY IMPLIED WARRANTIES, days after the discovery of a defect, the Buyer shall furnish INCLUDING, WITHOUT LIMITATION, WARRANTIES OF to the Seller,by using a warranty claim form provided by the MERCHANTABILITY AND FITNESS FOR A PARTICULAR Seller, the full details of its claim and the basis thereof. As PURPOSE. THE EXPRESS WARRANTY SET FORTH soon as it receives the said form, the Seller will forward to ABOVE IS GIVEN IN LIEU OF: (i) ALL OTHER AIRBUS HELICOPTERS INC Terms and Conditions—January 2018 H135 2/4 fit) AIRBUS COLLIER COUNTY MEDFLIGHT Contract N°V-7058 WARRANTIES AND(ii)ANY OBLIGATION OR LIABILITY (6) Seller shall supply at no additional cost and as long as OF, RIGHT OR CLAIM AGAINST, OR REMEDY FROM the helicopter is in operation,the updated of O.R.I.O.N SELLER OR THE HELICOPTER MANUFACTURER, IN and of the Flight Manual. The Master Servicing Manual CONTRACT OR IN TORT, INCLUDING PRODUCTS and the Service Bulletins will be updated on T.I.P.I LIABILITY BASED ON SELLER'S OR THE HELICOPTER MANUFACTURER'S STRICT LIABILITY OR SELLER'S 6- TRAINING OR THE HELICOPTER MANUFACTURER'S NEGLIGENCE. THE RIGHTS AND REMEDIES PROVIDED (a) Pilot Training IN THIS AGREEMENT ARE EXCLUSIVE IN CONNECTION (1) Seller shall provide at its facilities in Grand Prairie, WITH THE SALE OF THE HELICOPTER Texas, transition training for -4- of Buyer's pilots who MANUFACTURER'S AND SELLER'S PRODUCT(S). THE are proficient in helicopter flying for each new helicopter STATED EXPRESS WARRANTY PROVIDED HEREIN IS purchased hereunder provided i) such training is IN LIEU OF ANY AND ALL LIABILITIES OR commenced within one (1) year of the delivery date OBLIGATIONS OF THE HELICOPTER MANUFACTURER hereunder, and ii)two pilots to attend the same ground OR OF SELLER FOR ANY INJURIES,BODILY HARM,OR school for a total of two ground schools.Additional DAMAGES OF ANY TYPE, INCLUDING, BUT NOT ground schools are subject to additional pricing. Such LIMITED TO, ALL INCIDENTAL OR CONSEQUENTIAL flight training for each pilot shall consist of flight training DAMAGES,ALL LOSS,DAMAGE OR EXPENSE ARISING in the helicopter(s)purchased by Buyer hereunder after OUT OF OR IN CONNECTION WITH THE USE, LOSS OF transfer of title to the helicopter(s)to Buyer. Transition USE, PERFORMANCE, OR NON-PERFORMANCE OF training shall consist of up to seven (7)flight hours per THE HELICOPTER MANUFACTURER'S AND/OR pilot(depending on proficiency of the pilot)with formal SELLER'S PRODUCTS, AND DAMAGES FROM ANY ground school. Seller reserves the right to set minimum OTHER CAUSE. competency requirements for any pilot to be trained hereunder and to refuse to train any pilot not meeting THE HELICOPTER MANUFACTURER AND SELLER those requirements. MAKE NO WARRANTY WITH RESPECT TO TURBINE (2) Buyer may elect to have more than-4- of his qualified ENGINES OR AVIONICS EQUIPMENT. FOR WARRANTY pilots trained hereunder. Buyer shall be charged at the ON THESE EXCLUDED PARTS, BUYER MUST LOOK TO prevailing rate established by Seller for each additional THE ORIGINAL MANUFACTURER. AT BUYER'S pilot to be trained. WRITTEN REQUEST, SELLER WILL ASSIGN TO BUYER (3) Buyer acknowledges that the transition procedures ANY WARRANTY RIGHTS IT MAY HAVE RECEIVED include, in addition to standard flight operations, the WITH RESPECT TO SUCH ITEMS OR PARTS TO THE actual performance of emergency flight procedures EXTENT SUCH RIGHTS ARE ASSIGNABLE. NORMAL simulating non-standard flight conditions.Subject to the WEAR AND TEAR OF PARTS SUCH AS SEALS, TIRES, limitations of Florida law, Buyer hereby accepts the risk INNER TUBES, BULBS, LEAD-ACID BATTERIES, of injury, loss, and damage associated with instruction PACKINGS, AND SIMILAR CONSUMABLE PARTS, AS in emergency flight procedures. WELL AS THOSE PARTS WHOSE LIST PRICE IS$50.00 (4) Subject to the limitations of Florida law, Buyer hereby OR LESS, ARE EXCLUDED FROM COVERAGE UNDER assumes all risk of loss, injury and damage to Buyer's THIS WARRANTY. helicopter(s), employees, representatives or agents during transition training including without limitation, 5- TECHNICAL PUBLICATIONS consequential or incidental damages, loss of use or injury,regardless of cause or fault,and Buyer waives all (a) Seller shall supply at no additional cost to Buyer: right of recovery and subrogation against Seller,and its (1) One interactive electronic support O.R.I.O.N(Optimized employees and agents for any such damage, injury or Reader for Internet and Other Networks) with the loss so sustained; provided, however, that this waiver documentation necessary for the maintenance and for and assumption of risk shall only apply to losses other the identification of parts for operation and routine than Product failures for which Seller may be servicing,for each helicopter delivered. The Buyer has responsible under the warranty provisions of this access through e-TechPub on Keycopter to: purchase agreement, in which case Seller's liability to o O.R.I.O.N Full Online for reading only Buyer, if any, shall be limited in accordance with the o O.R.I.O.N Light Online for download terms of that warranty. Buyer hereby warrants that (2) One Hard Copy of Buyer's hull insurer has acknowledged this waiver of o The Flight Manual, for each of Buyer's subrogation. helicopter. The Flight Manual will be customized to Buyer's specific configuration at (b) Maintenance Training delivery. (1) For each new helicopter purchased hereunder, Seller (3) Access to Technical Information Publication on Internet will provide, in the Dallas/Fort Worth area, a ground (T.I.P.I.)for: course covering field maintenance on the engine and o The Service Bulletins and their subsequent airframe. Buyer may elect to send up to -3- of its updates; qualified mechanics to any scheduled Airframe Field o The Master Servicing Manual. Maintenance courses during the 6 months prior to (4) At no additional cost for three(3)years: delivery or up to 1 year after delivery. Buyer may elect o One(1)electronic support(EVIDOC CMM)with to send up to -1- of its qualified mechanics to any the documentation necessary for the scheduled Avionics courses during the 6 months prior maintenance of the components installed on the to delivery or up to 1 year after delivery. Seller helicopter, and for which the suppliers have reserves the right to set minimum competency granted copyrights to Airbus Helicopters, for requirements for any mechanic to be trained hereunder each helicopter purchased. The Buyer has and to refuse to train any mechanic not meeting those access to the technical publication through e- requirements. TechPub on Keycopter. (2) Buyer may elect to have more than-3- of his qualified (5) The technical publication is initially provided at the mechanics trained hereunder. Buyer shall be charged latest available revision level. at the prevailing rate established by Seller for each additional mechanic to be trained. AIRBUS HELICOPTERS INC Terms and Conditions—January 2018 H 35 3/4 3/4 t AIRBUS COLLIER COUNTY MEDFLIGHT Contract N°V-7058 (c) General (1) Subject to the limitations of Florida law, Buyer shall be 10- NOTICES responsible for loss or injury to Buyer's property, employees, representatives or agents at all times while All notices, requests, and other communications hereunder shall be at Seller's facilities when conversion or maintenance in writing and shall be deemed to be given and received (a) when training is a reason for such time spent at Seller's personally delivered by hand to the recipient or (b) three (3) days facilities. after deposit in registered or certified first class U.S. mail (or (2) All expenses and liabilities of Buyer or Buyer's comparable national postal system, if appropriate),postage prepaid, personnel for travel to and from, and stay in, the or (c) transmitted by facsimile or electronically via email to the Dallas/Fort Worth,Texas area shall be borne by Buyer. recipient at the address set forth under such recipient's name on the Seller reserves the right to refuse to provide training to first page of this Purchase Agreement. any pilot or mechanic at its sole discretion. (3) The training and technical assistance provided for 11- MODIFICATIONS herein applies only to the original purchase of a new helicopter and is not transferable. This Purchase Agreement constitutes the final written expression of all the terms of this Purchase Agreement and is the complete and 7- PRICE ADJUSTMENT AND PRODUCT exclusive statement of those terms. No modification or amendment, except for approved change order, made to the printed terms and SPECIFICATION CHANGE conditions of this Purchase Agreement shall be effective until both The specifications concerningthe Product(s)covered hereunder are parties shall have signified their acceptance thereto by separately Pinitialing each modification or amendment. Any subsequent subject to change by Seller in order to permit incorporation of modification, amendment, or waiver to this Purchase Agreement changes and improvements in the continued development of Seller's must be in writing and signified by both Buyer and Seller. In the products. The Seller shall provide the Buyer written notification of event of any contradictions and/or discrepancies between the parts any material changes to the specifications.Seller shall provide to the of the Contract, precedence shall be given in the following Buyer written notice of any adjustment in prices resulting from decreasing order: specification changes. 1. Master Agreement#18-7291 2. Purchase Agreement with Additional Terms and 8- RESERVED Conditions 3. Any other Annexes and /or appendices in their order of 9- GENERAL appearance (a) This Purchase Agreement and the rights of the parties 12- IMPORT/EXPORT ACKNOWLEDGEMENT hereto shall in every respect be governed by and construed in accordance with the substantive laws of the State of The Goods, Parts, Tooling, and Data covered by this Agreement Florida without reference to the laws of any other state or may be subject to governmental rules and regulations including but jurisdiction. Buyer hereby irrevocably consents and agrees not limited to the provisions of US Customs and Border Protection that any legal proceeding arising out of or in connection with laws(Title 19 of the US Code)and regulations(Title 19 of the Code this Agreement or the rights of the parties hereto may be of Federal Regulations), the Export Administration Act of 1979 (50 commenced and prosecuted to conclusion in Naples, Collier USC 2401 et seq.), the Export Administration Regulations (EAR) County,Florida. promulgated thereunder (15 CFR 768-799), the US Arms Export (b) Buyer shall neither assign any rights nor delegate any duty Control Act(22 USC 2778 et seq.),the International Traffic in Arms under this Purchase Agreement without the prior written Regulations(ITAR)(22 CFR 120-128 and 130),and non-U.S.export consent of Seller. laws and regulations. (c) The undersigned signatory for Buyer hereby represents that he/she is Buyer's authorized representative and that Buyer is Buyer acknowledges that (1) these US statutes and regulations fully authorized and empowered to enter into this Purchase impose restrictions on the import from and export to countries Agreement and has full authority to perform the terms and outside the US of certain categories of goods,and data,(2)licenses conditions hereof. This Purchase Agreement may be from the US Department of State and/or the US Department of executed in multiple counterparts which together shall Commerce may be required before such goods, and data can be constitute the original hereof. The signature of either party exported and in some cases, imported, (3) these licenses may exchanged by facsimile transmission or electronically via impose additional restrictions on use and further disclosure of such email shall be binding to the same extent, and have the goods and data,and (4)the export or disclosure of such goods and same force and effect,as the exchange of an original written data to foreign persons is subject to these statutes, regulations, signature. license requirements and restrictions regardless of whether the (d) The language of each provision of this Purchase Agreement export occurs in the US or abroad. Notwithstanding the foregoing, shall be construed as it relates to the entire agreement and the obligation to comply with such regulation shall survive any accorded its fair meaning without regard to the person who novation,assignment,or transfer of obligation between the parties. drafted all or any part of this Purchase Agreement. (e) If any part of this Purchase Agreement shall be held by any court of competent jurisdiction to be illegal or unenforceable, the rest of this Purchase Agreement shall not be affected and shall remain in full force and effect. (f) Nothing in this Purchase Agreement shall constitute or create a joint venture, partnership, agency, or any similar relationship between Buyer and Seller. Buyer agrees to take such other action and to execute and deliver such agreements or other documents as may be reasonably necessary or desirable to carry out the purposes of the provisions of this Purchase Agreement. AIRBUS HELICOPTERS INC Terms and Conditions—January 2018 H 35 4/4 4/411) AIRBUSFl Smart HCare Full by the Hour (PBH + Nose to Tail) Contract No. CA0004 BETWEEN Collier County, a political subdivision of the State of Florida (Agreement No. 18-7291-WV) H135T3 SN TB AND Airbus Helicopters Inc. Collier County Med Flight H135 Page 1 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. CA AIRBUSH Smart Between: Airbus Helicopters Inc., a company duly incorporated under the laws of Delaware and having its office at 2701 Forum Drive Grand Prairie, TX 75052-7099; phone 972-641-0000. Hereinafter referred to as "the Seller" or "Contractor" Represented by: Mike Muniz In his capacity of: Director of Customer Support on the one hand, And: Collier County, a political subdivision of the State of Florida c/o Collier County Med Flight, having an office at: 2375 Tower Drive Naples, FL 34104 Hereinafter collectively referred to as "the Buyer" or "County", Represented by: Collier County Board of County Commissioners In his capacity of: Board of County Commissioners on the other hand, The Seller and the Buyer shall be referred to collectively as the "Parties" and separately as the "Party". Collier County Med Flight H135 Page 2 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior it authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUSH Smart TABLE OF CONTENTS ARTICLE 1. DEFINITIONS AND GLOSSARY 5 ARTICLE 2. PURPOSE OF THIS CONTRACT 8 ARTICLE 3. ENTRY INTO FORCE 8 ARTICLE 4. DURATION OF THE CONTRACT 8 ARTICLE 5. PRICING CONDITIONS 8 ARTICLE 6. CONDITIONS FOR PAYMENT 10 ARTICLE 7. OBLIGATIONS OF THE SELLER 11 ARTICLE 8. OBLIGATIONS OF THE BUYER 14 ARTICLE 9. ORDERS NOTIFICATIONS 19 ARTICLE 10. RISK AND TITLE 20 ARTICLE 11. ADDITIONAL TERMS 21 ARTICLE 12. CONTRACT LIMITS 22 ARTICLE 13. LIABILITY 23 ARTICLE 14. FORCE MAJEURE- EXCUSABLE DELAY 23 ARTICLE 15. APPLICABLE LAW 24 ARTICLE 16. INTELLECTUAL PROPERTY RIGHTS 25 ARTICLE 17. CONFIDENTIALITY & CLASSIFIED INFORMATION 25 ARTICLE 18. WARRANTY 255 ARTICLE 19. CONTRACT TERMINATION /EXPIRATION 26 ARTICLE 20. MISCELLANEOUS 277 APPENDIX 1 - PARTS COVERED UNDER THE CONTRACT 32 APPENDIX 2 - BUY-IN TABLE 36 APPENDIX 3 - CONTACT INFORMATION 37 APPENDIX 4 - HELICOPTERS IDENTIFICATION 39 APPENDIX 5 - INITIAL CONFIGURATION REPORT 40 APPENDIX 6 - MONTHLY FLIGHT HOUR REPORT 41 APPENDIX 7 - FBH REQUEST FORM 42 APPENDIX 8 - OWNER'S AUTHORIZATION 43 APPENDIX 9 - SCHEDULED REMOVAL PLAN 44 APPENDIX 10 - RETURN MATERIAL AUTHORIZATION 45 APPENDIX 11 - CONFIDENTIALITY 46 Collier County Med Flight H135 Page 3 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. C 0 AIRBUSFl Smart RECITALS: • Whereas the Buyer has acquired and/or operates helicopters manufactured by the Seller and has invited the Seller to provide an offer for the supply of support services for those helicopters, • Whereas the Seller has proposed to the Buyer a support service called Full by the Hour (FBH) for helicopters manufactured by the Seller, • Whereas the Buyer has agreed to purchase such services. Now, both Parties agree to the following: Collier County Med Flight H135 Page 4 This document is the property of Airbus Helicopters Inc. No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS Smart ARTICLE 1. DEFINITIONS AND GLOSSARY Unless otherwise defined, capitalized terms used in the Contract shall have the meaning set out below: Aircraft on ground (AOG) refers to a situation in which the Helicopter is unable to fly because of the unscheduled need for replacement or depot level maintenance of a Helicopter Part included in the Buyer Minimum Equipment List requirements. Abnormal Corrosion refers to the trace of corrosion that should have been avoided if the Buyer had followed the instructions indicated in the Aircraft Maintenance Manual, Standard Practices and Corrosion and Erosion Control Guide. Accident/Incident refers to any abnormal operational conditions (including but not limited to sudden stoppage, hard landing, over-torque, rotor over-speed, impacts on main or tail rotors...) which damages the Helicopter. AMM means Aircraft Maintenance Manual. ASB means Alert Service Bulletin. BFE/CFE means Buyer/Customer Furnished Equipment. Buy-In means a reserve for overhaul per Helicopter payable upon entry into force of the Contract or during the execution in case additional pre-used Helicopters are integrated in the scope of the Contract. Buy-Out means the remaining reserve for overhaul, at the time of the Contract expiration, which has not been used during the Contract. Consumables means all expendable material, non-repairable Parts such as but not limited to nuts, bolts, sheet metal work, or low-cost parts such as but not limited to packing, gaskets, seals and filters. Contract means the present Contract made of the articles of contract together with its appendices. Core Unit refers to a Part which is not serviceable and needs to be replaced by a Standard Exchange Part. Flight Hour refers to an hour of operation as written out in the Logbook in accordance with the Seller instructions outlined in the Master Servicing Recommendations (MSR). FOD (Foreign Object Damage): refers to damage to the Helicopter and its components resulting from the intake of and/or collision with any exterior object. Helicopter(s): refer(s) to all helicopters covered by the present Contract as listed in Appendix 4. Collier County Med Flight H135 Page 5 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUSFl 40 41h Smart Helicopter Cycle is defined in accordance with the AMM. One Helicopter cycle is achieved when a ground contact is made by the Helicopter whether the rotor is stopped or not. External load carrying operations result in an increase of the Helicopter Cycle number as defined in AMM. Hoist Cycle: 1 Cycle is defined as follows: - In flight: One lowering plus one raising operation irrespective of the length of cable unwound and the load used - or on the ground: One lowering unwinding the cable by 5 meters or more and an equivalent raising operation, irrespective of a load used. ITAR: signifies International Traffic in Arms Regulations. Line Maintenance refers to maintenance for which procedures are described in the OEM documentation. Maintenance means in this Contract: - Third level: LEVEL "D" (Depot Level) which includes major repair and Overhaul at the OEM or at approved repair centers according to specific documentation and performed with specific tools/test equipment and by specialized personnel including reconditioning, complete overhaul of Parts (mechanical, ...) Mandatory Modifications refers to every modification that has an appreciable effect on the mass, balance, structural strength, reliability, operational characteristics, noise, fuel venting, exhaust emission, or others characteristics affecting the airworthiness of the Products and/or Parts and/or D-Level Parts and/or Component. The time schedule and the procedure of implementation of the modification in the Products and/or Parts and/or D Level Parts and/or Component shall be described in an Alert Service Bulletin and/or a Technical Directive issued by the Seller. MMEL means Master Minimum Equipment List. MSM signifies Master Servicing Manuel. NFF signifies No Fault Found,when an alleged defect is not confirmed during a technical expertise by the Seller of a removed part. Obsolescence or Obsolete Part means any semi-finished part, material or component of the item, manufactured by the supplier or a third party, which has been taken out of production and cannot be purchased or repaired on the market to meet the serial production and/or support needs of the Seller or its Buyers. Obsolescence can have various root causes such as,without limitation: regulations,technical and technological evolution, supplier defects... OEM signifies Original Equipment Manufacturer. Overhaul refers to work required which will enable the Part to begin a new Time-Between-Overhaul (TBO) period. Collier County Med Flight H135 Page 6 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. Al RBUSH0 ' 1 Smart Part refers to an item covered under this Contract and which is listed in the Appendix 1. Removal: - Scheduled Removal refers to the removal of a Part performed in accordance with the time intervals specified in the OEM documentation. - Unscheduled Removal means a removal which is not scheduled. Service shall refer to activities performed by the Seller as described in ARTICLE 2. Service Life Limit (SLL) means the length of time during which a Part can be operated or used economically or before breakdown. Serviceable Part means a Part in airworthy condition. Standard Exchange Part refers to a Part in serviceable condition delivered by the Seller to replace a Core Unit. TO shall mean the Entry into Force of the Contract. T1 shall mean the end of the Contract. TBO "Time Between Overhaul" refers to the number of Flight Hours between Scheduled Overhaul as specified in the Aircraft Maintenance Manual (AMM) for the corresponding Part. TCI means Time Change Item. TSN "Time Since New" refers to the total number of Flight Hours of the helicopter since its first flight. TSO "Time Since Overhaul" refers to the number of Flight Hours before Scheduled Overhaul as specified in the Aircraft Maintenance Manual (AMM) for the corresponding Part. Type of helicopter refers to a family of Helicopters manufactured by the Seller. Collier County Med Flight H135 Page 7 This document is the property of Airbus Helicopters Inc. No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS Smart ARTICLE 2. PURPOSE OF THIS CONTRACT The purpose of the Contract is to set forth the terms and conditions under which the Seller shall provide the Buyer with the Service and the Buyer agrees to purchase such Service. The Service consists in providing the Buyer with an airworthy Standard Exchange Part in case of: - Scheduled Removal, or - Unscheduled Removal, or, - When a Part is reaching its Service Life Limit - Parts which are within scope of the above statements are listed within Appendix 1 The Contract covers the third level Maintenance ("D level") only, Line Maintenance being expressly excluded. ARTICLE 3. ENTRY INTO FORCE This Contract shall enter into force after the occurrence of the latest of the following events: Upon approval of Collier County Board of Commissioners, this occurred on ARTICLE 4. DURATION OF THE CONTRACT The Contract shall have a [5] year duration. Beyond this initial period, the present Contract may be renewed for two successive periods of five (5) years, following the acceptance and signature by both Parties of an amendment to the Contract. The Buyer shall notify the Seller at least three(3) months before the expiration of the Contract of its decision not to renew the Contract. ARTICLE 5. PRICING CONDITIONS 5.1 OPERATIONAL CONDITIONS The hourly rate indicated below shall be applicable taking into account the following assumptions: 1. Operation locations: Florida 2. Number of Helicopter Cycles: 4 Helicopter Cycles per Flight Hour (NTE) 3. Initial configuration (as defined in appendix 5): See appendix 5 4. Delivery place: Airbus Helicopters Inc. Grand Prairie, TX 5. Operation environment: VIP The Buyer shall immediately inform the Seller in writing of any operational condition change. In case of change in the abovementioned operational conditions, the Seller shall be entitled to reasonably increase or decrease the Hourly rate below. Thus, the Seller shall notify the Buyer in writing of the hourly rate modification and the related reasons, and both parties shall agree in writing and in advance of the effective modification. Such modification shall be applicable from the receipt of the notification by the Buyer and an amendment reflecting such modifications shall be signed between the Parties as soon as possible. Collier County Med Flight H135 Page 8 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. CAO AIRBUS Fl A. Smart 5.2 PROGRAM COVERAGE The services included under this Contract are as follows: - Scheduled and Unscheduled Basic Equipment - Scheduled and Unscheduled Dynamics - Scheduled and Unscheduled Blades - Scheduled and Unscheduled Avionics - Nose to Tail (all procurable parts listed within the IPC with a value greater than $250) 5.3 HOURLY RATE The Services performed by the Seller under the Contract are invoiced at a rate payable by the Buyer for every Flight Hour of the respective Helicopter. In Warranty rate: $278.87 USD per Flight Hour before Taxes, (2019 economic conditions) Out of Warranty rate: $464.79 USD per Flight Hour before Taxes, (2019 economic conditions) Shipping charges are as follows: • Less than 300 FH/year=$20/FH • 300 to 500 FH/year=$12.85/FH • Over 500 FH/year=$10.5/FH Every year the above mentioned hourly rate may increase according to a yearly escalation rate. The yearly escalation rate shall be three percent[3%] per year. The first escalation shall be applied on or after January 1St, 2020. The fixed hourly rate defined above remains unchanged between the 1st of January and the 31st of December of each year. Provided however, it is understood and agreed that the applicable fixed hourly rates will be adjusted by Seller for any covered aircraft coming out of warranty at any point during the calendar year or for any covered aircraft whose coverage under this Contract is changed or amended. 5.4 MINIMUM SERVICE CHARGE The minimum annual service charge payable to the Seller shall be based on the sum of the annual consumed Flight Hours (over one civil year) of one hundred (100) hours per enrolled Helicopter; For Helicopter(s) enrolled after the effective date of this Contract or its anniversary date, the one hundred (100) minimum hours shall be prorated over the time the Helicopter(s) is/are enrolled up to December 31st of the same year. 5.5 SUPPLEMENTARY CHARGES Supplementary charges may be invoiced by the Seller to the Buyer for reconditioning or other expenses undertaken by the Seller in connection with, but not limited to the following reasons: - If the number of Helicopter Cycles consumed by the Buyer is found to be higher than 4 Helicopter Cycles per Flight Hour within a one-year period, Collier County Med Flight H135 Page 9 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. e AIRBUS Smart - Unjustified Removal and/or return of Core Unit without prior approval of the Seller(NFF), up to six percent (6%) of the Spare Price indicated in the Seller's spare price catalogue, - Unusual wear and tear (excluding corrosion) due to poor maintenance or incorrect handling and storage condition, - Return of incomplete Core Unit, - Non-repairable Core Unit or any Part lost by the Buyer. In such cases, the Seller reserves the right to invoice the price of a brand-new Part. Such supplementary charges will be billed at the current catalog pricing at the time of the charge upon written notification to the Buyer in advance of invoicing. ARTICLE 6. CONDITIONS FOR PAYMENT 6.1 INVOICING TERMS The Seller's invoices will be issued monthly, in USD only, on the basis of Flight Hours flown as declared by the Buyer on the monthly report (Appendix 6) and on the hourly rate detailed in ARTICLE 5.3. If the Buyer does not provide the Seller with the monthly report of Flight Hours, the Seller will issue an invoice based on the following calculation formula: During first year of Contract: Hourly Rate x (Flight Hours as estimated in Appendix 4)/12. For the following year(s) of Contract: Hourly Rate x (Flight Hours based on Buyer activity of the previous year) /12 When invoices are based on the above formula, the Buyer shall provide the Seller with a copy of its log book not later than 10th of January of the following year. The end of year invoice will be adjusted according to actual Flight Hours flown indicated in the log book. If the total Flight Hours invoiced according to the Flight Hour report (Appendix 6) does not correspond to the Helicopter log book records (or Part log card), the Seller will be entitled to issue an additional invoice based on the applicable hourly rate multiplied by the supplementary Flight Hours indicated on the log book. In the event that the Flight Hours indicated in the log book are less than the total Flight Hours invoiced according to the Flight Hour report, the Buyer shall be entitled to a refund in the amount equal to the applicable hourly rate multiplied by the excess Flight Hours that were previously invoiced to Buyer. Payment will be made upon receipt of a proper invoice and upon approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Collier County Med Flight H135 Page 10 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. S AIRBUS ISmart pro` 6.2. TAXES The price of the fixed hourly rate is quoted without tax. The Buyer is responsible for the payment of any taxes at the rate applicable at the time of performance of the Services under the Contract. The Buyer shall pay all taxes and other charges of any nature applicable in the state or country of destination of the Part. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. 6.2 PAYMENT AND INFORMATION DELAY Payment for any undisputed amount shall in no case be postponed or apportioned. Should the Buyer fail to pay an undisputed amount to the Seller under this Contract by the due date for payment, the Buyer shall also pay the Seller interest on all undisputed past due amounts at the lessor of five percent (5%) per annum or the maximum rate permitted by law. Moreover, in the event of a delay or failure by the Buyer to pay, the Seller will be entitled to suspend performance of the Services or to terminate the Contract by written notice in which case it shall be entitled to retain any initial payment made by the Buyer. The suspension or termination shall not preclude the Seller from seeking compensation from the Buyer for further damages. ARTICLE 7. OBLIGATIONS OF THE SELLER 7.1 FULFILLMENT OF THE SERVICES The Seller shall supply Standard Exchange Parts to the Buyer as described in ARTICLE 2. The Buyer acknowledges that Standard Exchange Part delivered by the Seller may have been used by a previous operator and may not be delivered at full TBO. 7.2 MANDATORY MODIFICATIONS The Seller shall perform Mandatory Modifications of the Parts which are covered by the Contract. If a Mandatory Modification falls into the scope of Line Maintenance,then the Seller shall provide the Mandatory Modification kit at no additional costs to the Buyer. The Buyer shall be responsible for the Mandatory Modification's proper implementation.All the labor costs shall be borne by the Buyer. 7.3 DELIVERY The Seller shall deliver the Parts to the Buyer, FOB Destination. In AOG situations, these orders will be given the highest priority to ensure same day processing. Emphasis will be placed on order priority and required delivery dates. The Seller shall deliver a Standard Exchange Part FOB Destination, given component stock available within twenty-four (24) Hours following receipt of the FBH request form attached as Appendix 7 (e-mailed or faxed) from the Buyer. Collier County Med Flight H135 Page 11 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS .: Smart In case of Unscheduled Removal, the Seller shall deliver a Standard Exchange Part FOB Destination given component stock available, within seven (7) days following receipt of the FBH request form attached as Appendix 7 (e-mailed or faxed) from the Buyer. In case of Scheduled Removal, the Seller shall deliver a Standard Exchange Part FOB Destination given component stock available, within ten (10) days, before the Removal date scheduled by the Buyer on his request form attached as Appendix 7 (e-mailed or faxed) from the Buyer. The Seller will notify the Buyer by fax or email or phone in order to inform him of the date when the ordered Part will be available at the agreed location. 7.4 QUALITY ASSURANCE Services, as well as repairs/Overhauls of Parts, shall be supplied and/or carried out by the Seller at an appropriately rated facility within the Airbus Helicopters network. 7.5 INSURANCE COVERAGE The Seller shall subscribe and maintain in full effect an appropriate insurance to notably cover its risks related to product liability for the Contract duration. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $5,000,000 Per Occurrence, $5,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. B. Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-Ownership. C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state and federal laws. The coverage must include Employers' Liability with a minimum limit of$1,000,000 for each accident. D. Hanger Keepers Liability: Coverage shall have minimum limits of$5,000,000 per claim. E. Aviation General Liability: Coverage shall have minimum limits of$5,000,000 per claim. Special Requirements: Collier County Board of County Commissioners shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. This insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Collier County Med Flight H135 Page 12 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. t OI AIRBUS 1,1 Smart Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: thirty (30) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 7.6 INTERVENTION OF THE SELLER'S TECHNICAL REPRESENTATIVE The Seller may send a technical representative to Buyer's premises (or operational base), whenever this intervention is considered to be the best way to optimize the performance of the FBH Services, to avoid irrelevant return/exchange of the Core Unit and to find the most appropriate technical solutions. Such intervention shall be done at the Seller's expenses. In such a case, the Seller shall send a prior notice to inform the Buyer and the latter shall grant the Seller's technical representative all necessary access/authorization to its premises. Such intervention cannot include a Line Maintenance action that remains Buyer's responsibility. 7.7 BUY-OUT At the expiration of the Contract, the Seller shall, upon fulfillment by the Buyer of its obligations notably the complete payment of FBH invoices owed under the Contract and the return of Core Units, grant the Buyer either a credit note or an overhaul of some Parts at full potential equivalent to the Buy-Out amount (based on the overhauled price list). The Seller shall evaluate the Buy-Out amount according to the following calculation method: 60% x component FBH rate x TSO (or TSN) of each TBO-monitored / SLL/TCI parts listed in Appendix 2 The Buy-Out amount shall correspond to 60% (sixty percent) of the hourly rate paid for the respective TBO- monitored/SLL/TCI Parts (listed in Appendix 2) since the last replacement or regarding the main and tail rotor blades, if applicable, according to the latest Maintenance performed by the Seller or replacement, whichever last occurs. The credit amount is limited to each TBO-monitored / SLL / TCI Parts listed in Appendix 2 current Standard Exchange price indicated in the Seller's Spare Parts Price List catalogue. Collier County Med Flight H135 Page 13 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. S CIO AIRBUS Smart y ARTICLE 8. OBLIGATIONS OF THE BUYER 8.1 PRIOR TO FBH PERFORMANCE As a prerequisite for the performance of the Services, the Buyer shall fulfil the following obligations: 8.1.1 Owner authorization If the Helicopter(s) is not the property of the Buyer, then the Buyer shall provide the Seller with the owner's authorization (using the form set forth in Appendix 8) to perform the Services. 8.1.2 Pre-owned or in-service Helicopter(s) If the Helicopter(s) is (are) not newly manufactured: (a) All Helicopter(s) log books and requested historical records shall be submitted for evaluation of the Buy-In to be paid to set up a maintenance reserve for the Helicopter. This information shall include the previous servicing facilities records as well as any warranties applicable at the Helicopter entrance in the Contract. (b) All Mandatory Modification(s) as issued by the manufacturer in the relevant Alert Service Bulletin and applicable to the Helicopter(s) shall have been performed. (c) In case the Buyer wants an additional Helicopter to be covered by this Contract after its effective date, the Seller reserves the right to request an inspection before accepting to cover the Helicopter under the FBH Contract. The Seller reserves the right to refuse to cover the Helicopter if it does not fulfil maintenance standards based on the Seller and OEM maintenance documentation. The Buyer shall authorize and bear the associated costs of a physical inspection of Helicopter(s), logbooks and stocks evaluation to be performed by the Seller. This inspection scheduling will be agreed between the Parties. Costs and payment terms of such an inspection will be deducted from the Buy-In. (d) Buy-In payment The Buy-In amount shall be paid in accordance with the following terms: Component(s)/Equipment(s) subject to Buy-In are listed in Appendix 2. The Buy-In amount shall be determined after inspection of the Helicopter and the Buyer's stock performed by the Seller, when the Helicopter is not newly manufactured. The Buy-In amount is calculated on the Parts hours flown before the entrance into the Contract. The Buy-In is calculated as follows: Collier County Med Flight H135 Page 14 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS` 8mart 60% x component FBH rate x TSOTo(or TSNro) of each TBO-monitored / SLL/TCI parts listed in Appendix 2 The Buyer shall pay after the signature of the present Contract the calculated Buy-In amount which is determined according to the above formula and upon receipt of a proper invoice and approval by the County's Contract Administrative Agent/Project Manager, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act 8.2 DURING FBH PERFORMANCE During the implementation of the present Contract the Buyer shall fulfil the following obligations: 8.2.1 Fleet covered by the Contract As from the date of signature of the Contract, the Buyer shall include into the scope of the Contract all Helicopters (of the same Type) manufactured by the Seller that it operates and/or owns or will acquire while the Contract is in force. The Buyer shall inform the Seller in writing within a reasonable time after the occurrence of any of the following events: (a) He purchases or starts to operate further Helicopter(s) of the same Type. The Seller will enroll said additional Helicopter(s), or (b) He sells or ceases to operate part or all of its fleet, or (c) In case of destruction of one or more Helicopter. The Parties shall amend the Contract accordingly. The coverage or exclusion of the Helicopter in the scope of this Contract shall only be effective from the date the Contract has been amended including pricing conditions. 8.2.2 Scheduled Removal The Buyer shall be responsible for the planning and the performance of the Scheduled Removals according to the Seller's documentation in force as described in Section 8.2.6. (a) Notification of Scheduled removal Orders for Standard Exchange Part for Scheduled Removals shall be submitted to the Seller at least two (2) months before the Scheduled date of Removal. A formal notice will be forwarded by the Seller to the Buyer acknowledging receipt of the notification. In case placement of the order is delayed, delivery may be delayed accordingly. (b) Anticipated removal (i) If the Buyer wants to remove a part before TBO period, it will be charged with additional fees as follows: Collier County Med Flight H135 Page 15 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. ), AIRBUS HCa 'P. Smart (TBO—TSO) /TBO x 40% spare price indicated in the Seller's Spare Parts Price List catalogue. The Seller shall grant a grace period corresponding to 5% (five per cent) o f the TBO. (ii) If the Buyer wants to remove a part before SLL (TCI), it will be charged as follows: (SLL—TSN) /SLL x 100% spare price indicated in the Seller's Spare Parts Price List catalogue. The Seller shall grant a grace period corresponding to 5% (five per cent) o f the SLL (TCI). In this case, the price indicated in the Seller's Spare Parts Price List catalogue will be given to the Buyer by the Seller before the Removal. 8.2.3 Unscheduled Removal Part Removal shall be performed by the Buyer as defined by the Seller documentation described in Section 8.2.6 and in accordance with the Seller's advice. (a) Troubleshooting When an Unscheduled Removal is needed, the Buyer shall ensure that: (i) all troubleshooting has been performed according to OEM Maintenance Manual specifications; (ii) the Part cannot be repaired by the Buyer in accordance with the Seller's technical documentation. (b) The Seller expertise The Buyer shall request the Seller's advice before such an Unscheduled Removal to confirm its necessity. Pending a review by our Technical Support Group or OEM vendors/suppliers for validation of failure as per details on Appendix 7 form for referencing of specific part information required, i.e. Reason for Removal and or Part Failure. (c) Abnormal number of Unscheduled Removals The Seller shall not be liable for any delay if the number of Unscheduled Removals due to the Buyer (or conditions of operation not foreseen in ARTICLE 5.1) is becoming abnormally high in comparison to the mean time between Unscheduled Removals calculated by the Seller based on its "Master fleet". The Seller "Master fleet" is determined based on a representative sample of Buyers in the same geographical area. In such case, the Seller's Technical Support shall inform the Buyer and the latter shall provide any consistent information concerning the technical problem as soon as available. The Buyer shall provide the Seller with the Collier County Med Flight H135 Page 16 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. C AIRBUS H Smart name of the Buyer's technical representative able to answer technical questions for diagnosis and failure analysis. 8.2.4 Modularity If the un-Serviceable Part is modular, the Buyer shall request exchange of the un-Serviceable module only. In case of doubt on modularity, the Buyer shall consult the Seller before Removal. If the Buyer exchanges the whole modular assembly without the Seller's prior consent, the Seller shall be entitled to charge the Buyer as defined in ARTICLE 8.2.2 for Parts with a TBO/SSL or ARTICLE 5.5 (unjustified removal regime) for other Parts. 8.2.5 Return of Core Unit and relevant documentation (a) Delivery terms Buyer shall deliver, at its expense, in an appropriate package each Part replaced pursuant to this Contract with the log card(s) and a fully completed Maintenance Malfunction Information Report (MMIR), to the facility designated by AHI not later than fifteen (15) days after the date of receipt of the Standard Exchange Part by Customer. Beginning on the sixteenth day following such removal, Customer will pay AHI a late fee of$250.00 per day for each replaced Part that has not been returned. If a replaced Part is not returned within thirty (30) days of delivery of the replacement Part to Customer, Customer shall pay AHI the then current list price of the replacement Part plus the total accrued late fee. (b) Delay in delivery In case of delay with regards to the above-mentioned lead-time or incomplete/missing Core Unit documentation, the Seller shall be entitled to invoice the Buyer for the delivered Parts at 70% (seventy per cent) of the price indicated in the Seller's Spare Parts Price List catalogue. When a Core Unit is returned to the Seller while it has been fully invoiced as mentioned above, the Seller will grant a credit note to the Buyer corresponding to the invoiced amount minus five per cent (5%) per week of delay. A week that has already started must be considered as a full week. The Buyer commits to reimburse the Seller for any cost, such as but not limited to a non-returned Core Unit or to its return beyond this time limit. (c) Return of Documentation The following documents shall compulsorily be enclosed with the Parts return shipment: - a Component 'Return Material Authorization (RMA), as defined in Appendix 10, - a Component log card (if applicable), duly filled by the Buyer, In parallel to the expedition of the Part(s), the Buyer will fax or email a copy of the 'material return sheet' to the contact mentioned in Appendix 3 (as a notification of Core Unit delivery). Collier County Med Flight H135 Page 17 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS Fi I • Smart (d) Serial number The Buyer shall clearly notify in writing to the Seller any difference in Serial Number between initial FBH request (mentioning S/N of removed Parts) and Serial Number of the returned Core Unit. (e) Packaging The packaging shall comply with the Seller's technical specifications, according to transport regulations. 8.2.6 Operation and Maintenance Requirements All Maintenance operation performed by the Buyer shall be done by technicians qualified by the Seller, or by technicians whose qualification level is compliant with applicable air agency regulations and remains under its sole responsibility. Parts covered by the Contract shall be operated and maintained in accordance with the Seller technical documentation in force by using tools as specified in such documentation. Parts log cards, as well as Helicopter log book shall be properly updated by the Buyer. The following Seller documents in force are to be used as reference for the Seller Parts: - AMM - MSM - Airbus Helicopters Service Letters - Airbus Helicopters Service Bulletins - Airbus Helicopters Alert Service Bulletin - Illustrated Parts Catalogue - Airbus Helicopters Tools catalogue - GAM Standards for packing - Component Maintenance Manual (CMM) - Standard Practice Manual (SPM) - Corrosion and Erosion Control Guide (CECG) 8.2.7 Reporting (a)Initial Configuration Report The Buyer shall report all Parts to be covered under the Contract, with their part numbers, serial numbers, operating times, and Cycles, by filling in the Initial Configuration Report (ICR), attached as Appendix 5. That report shall be provided to the Seller two (2) weeks prior to the entry into force of the Contract for in-service Helicopter(s) and at the time of delivery of new Helicopter(s). (b) Flight Hour Report Collier County Med Flight H135 Page 18 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS Smart The Buyer shall e-mail to the Seller a monthly report of the Flight Hours for the Helicopter(s) no later than the 10th of the next month in the form attached in Appendix 6. This form shall be sent to the Seller even if no Hours have been operated and shall then contain the mention "NIL". In addition, the Buyer shall provide the Seller with information on the main assemblies' change (date of installation and TSN of the aircraft at the time of installation). As soon as the Buyer is granted an access to Keycopter portal, the Buyer will provide the Flight Hours report and information on the main assemblies' change (date of installation) through it or an alternate approved reporting process. (c) Removal Forecast The Removal planning set forth in Appendix 9 for the parts at TBO established for the next 12 (twelve) months shall be sent quarterly (1st of January, 1st of April, 1st of July and 1st of October) by the Buyer to the Seller. If the Removal planning is not sent to the Seller in due time, the Seller shall not be liable for non-respect of the delivery lead-time for the respective Scheduled Parts. The Buyer shall advise the Seller accordingly if a significant change occurs due to operating planning evolution. (d) In order for the Seller to be able to calculate the Buy-Out upon coverage modification of the Contract or termination, the Buyer shall provide its relevant TSO/TSN in the form set forth in Appendix 2. ARTICLE 9. ORDERS NOTIFICATIONS 9.1 Whenever a Part needs to be replaced, the Buyer shall notify the Seller accordingly, using the order form attached hereto as Appendix 7. The Buyer's orders shall be sent to the Seller's address mentioned in the Contract and contain the following information: - the Type, serial number and version of the Helicopter from which the Part is removed; - the part number, the serial number and the description of the removed Part; - the quantity; - the planned date of the need; - The number of operating Hours of the removed Part; - The particular operating conditions; - Reason for Removal; - Civil aviation regulation (if applicable) for Part release. - NOTE: Warranty replacement parts must be identified at the time of order and will be processed through the Spares Department. Collier County Med Flight H135 Page 19 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. C AIRBUS Fa to m Smart The use of this form is strictly limited to Parts covered by the Contract. Any order outside the scope of the Contract shall go via the Seller's regular ordering procedure and will be invoiced separately. All duly signed orders, messages or notifications shall be sent by e- mail or fax or via Keycopter with the reference number of the Contract as specified on the cover page of the Contract. The Seller shall fax or email within twenty (24) hours following the reception of the order a confirmation to acknowledge the reception of any Buyer's orders. (a) TRANSPORTATION/METHOD OF SHIPMENT: Customers should designate the desired mode of transportation on all orders. When the customer makes no designation, transportation will be the most economical mode. Shipping charges that are prepaid, as with UPS, OTC, Door to Door and Parcel Post, will be included as a separate charge on the shipments' respective invoice. Delivery is FOB Airbus Helicopters, Inc.'s facility in Grand Prairie, Texas. All shipping costs will be borne by the Buyer. (b) TAXES: Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C. ARTICLE 10. RISK AND TITLE 10.1 AUTHORIZATION OF OWNERSHIP TRANSFER Contract principles are based on Parts exchange and therefore a transfer of ownership. The implementation of this Contract presupposes that the owner of the Helicopter and of the parts fitted on it and covered by the Contract understands and formally accepts such a process. Therefore,the Buyer shall procure, before the Contract signature, a legally binding authorization from the owner of the Helicopter or signed by the duly empowered representative to such a process, as per Appendix 8. The Buyer undertakes to inform immediately the Seller about any change of the above authorization content during the Contract validity period 10.2 STANDARD EXCHANGE PARTS Parts supplied by the Seller become the property of the owner of the respective Helicopter upon installation on the Helicopter. However, the Buyer keeps the legal custody of the Part and bears the associated risks and responsibilities from its receipt by the latter. 10.3 CORE UNIT The ownership of the Core Unit shall be transferred to the Seller upon Removal of the Part from the Helicopter. Collier County Med Flight H135 Page 20 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS H Smart However, the Buyer keeps the legal custody of the Part and bears the associated risks and responsibilities until its actual delivery to the Seller. ARTICLE 11. ADDITIONAL TERMS 11.1. COMPLIANCE WITH LAWS By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon Collier County Med Flight H135 Page 21 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS H - Smart request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 11.2. SECURITY The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four(4)years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. 11.3. SAFETY All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA)to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations.This provision is non-negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. Collier County Med Flight H135 Page 22 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS H Smart ARTICLE 12. CONTRACT LIMITS Non-exhaustive list of events and/or Services expressly excluded from coverage under the Contract is detailed below: (a) All Parts not covered under the list defined in Appendix 1 or installed on Helicopter not covered by the Contract; Technical assistance and secondment of the Seller's technical representative for solving problems on Buyer's site; (b) ITAR restricted parts or Parts which fall under ITAR or other applicable Export restrictions during the Contract execution; (c) Obsolete Parts or Parts which become obsolete during the Contract execution; (d) Any damage to the Part or the Helicopter due to Accident/Incident; (e) More generally, any activity, service or event which is not explicitly covered within the scope of the present Contract. ARTICLE 13. LIABILITY 13.1 INDEMNIFICATION To the maximum extent permitted by Florida law, the Contractor shall defend, indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 13.1.1 The duty to defend under this Article 13 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 13 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. Collier County Med Flight H135 Page 23 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS Smart ARTICLE 14. FORCE MAJEURE -- EXCUSABLE DELAY 14.1. FORCE MAJEURE Neither party shall be held responsible for failure to perform or delay in performing any of the contractual obligations of this Contract if such failure or delay is due to, but not limited to: - acts of God, war, insurrection, epidemics, sabotage, labor disputes, strikes, lock-outs, shortages of labor, interruption or delays in transportation, fire, explosion, equipment or machinery breakdown, failure or delays of the Seller's sources of supply, shortage in material or energy, or - acts, orders or priorities resulting from any government action, national or international authorities, or - caused by any supplier or subcontractor of the Seller (or lower level subcontractor or supplier), or - if such supplier or subcontractor (or lower level subcontractor or supplier) is faced with a bankruptcy or insolvency event, or - any other case beyond reasonable control of the Parties. For the avoidance of doubt, the delay or absence of payment by the Buyer cannot be considered by it as a case of force majeure. In case of force majeure, the contractual delivery date shall be extended by such period of time reasonably required to remove and/or overcome the event of force majeure and its effects. 14.2 EXCUSABLE DELAY Any postponement of the contractual dates due to the following causes shall not constitute a delay: (a) BFE/CFE not delivered according to the schedule stated in the Contract or found defective and which consequently require to be replaced by the Buyer or, (b) Changes or additions to the Contract requested by the Buyer or, (c) Any failure or omission by the Buyer to perform its obligations set forth in this Contract. ARTICLE 15. APPLICABLE LAW Any additional costs incurred by the Seller as a result of the occurrence of one of the events in a), b) and c) above, shall be invoiced by the Seller upon written notification to the Buyer in advance of invoicing and paid by the Buyer over and above the Contract Price. The Contract shall be governed by and shall be interpreted in accordance with the State of Florida law, excluding its provisions on conflict of laws. Collier County Med Flight H135 Page 24 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS Smart Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida,which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 16. INTELLECTUAL PROPERTY RIGHTS Nothing in the Contract shall be construed as a legal transfer of any patent, utility or design model, copyright, trademark or other intellectual property right. Any information exchanged such as documentation, commercial and technical data, whether or not protected by a patent or copyright, will remain the property of the Party disclosing it, or the property of a third party from which an authorization for use had been rightfully obtained. Copying and or reproducing and or communication and or transmission to a third party, Seller's Products or technical information or publications, either wholly or partially, without the Seller's express approval is strictly forbidden (except for the copying by the Buyer of technical documentation provided by the Seller exclusively for the purposes of operation and maintenance of the Helicopters by the Buyer). ARTICLE 17. CONFIDENTIALITY & CLASSIFIED INFORMATION 17.1 CONFIDENTIALITY The Parties shall comply with the terms and conditions set out in Appendix 11. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. 17.2 CLASSIFIED INFORMATION Product's data /information may be classified at various degrees. The Parties acknowledge that security requirements set forth in laws and regulations or otherwise, are mandatory and therefore commit to check if the data/information is classified and strictly to respect the constraints if any. The Seller and the Buyer may not release any classified information or material furnished or generated pursuant to this Contract to a representative of another country without the prior written consent of the other Party. The Seller and the Buyer shall promptly report to each other any instance in which it is known or suspected that classified information or material furnished or generated pursuant to this Contract has been lost or disclosed to unauthorized persons. ARTICLE 18. WARRANTY In case of a new Helicopter or a new Part purchased by the Buyer from the Seller, all Seller warranties and guarantees whether express or implied in connection with the relevant sales contract shall be superior to this Contract. Collier County Med Flight H135 Page 25 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS Smart ARTICLE 19. CONTRACT TERMINATION /EXPIRATION 19.1 TERMINATION FOR DEFAULT The Seller may terminate this Contract for default of the Buyer in the event that the Buyer persistently and materially fails to perform its obligations; provided, however, that prior to such termination for default, the Seller shall give the Buyer written notice that includes an explanation of such failures to perform. If the Buyer fails to correct such failures to perform within one (1) month after receiving such notice, the termination shall occur without any specific additional formalities. The Buyer may terminate this Contract for default of the Seller in the event that the Seller persistently and materially fails to perform its obligations; provided, however,that prior to such termination for default, the Buyer shall give the Seller written notice that includes an explanation of such failures to perform. If the Seller fails to correct such failures to perform within one (1) month after receiving such notice, the termination shall occur without any specific additional formalities. Financial settlement of the Contract The following obligations and consequences shall be borne by the defaulting Party (as applicable): For default by Buyer: (a) The Buyer loses the entire benefit of the buy-out (b) The Buyer shall pay for any services rendered by the Seller through the date of termination as described in this Contract. For default by Seller: (a) The Seller shall reimburse the Buyer for costs (including but not limited to labor, overhead, storage and financial fees) incurred by the Buyer or which the Buyer could not avoid incurring, if any, under the contracts. (b) The Seller shall reimburse the entire benefit of the buy-out. 19.2 TERMINATION FOR EXTENDED FORCE MAJEURE 19.2.1 Modalities In case of occurrence of a force majeure event as per ARTICLE ARTICLE 14 which lasts more than six consecutive months, the Parties shall meet in order to determine in which conditions they wish to pursue the Contract or if they do not reach an Contract in a one month period, either Party shall be entitled to terminate. Collier County Med Flight H135 Page 26 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. C AIRBUS a. Smart 19.2.2 Financial settlement of the Contract In case of termination for extended Force Majeure, the buy-out amount shall be calculated and the Seller shall pay such amount to the Buyer as full and final settlement. The buy-out amount due by the Seller and all payments due by the Buyer shall be balanced with each other. Within three months of the notification by the Party intending to terminate, the Buyer shall pay the Seller all amounts due under the Contract for Services provided prior to termination. The Buyer and Seller shall perform all the obligations through and until termination described in this Contract If the balance of the Contract is in favor of the Buyer, after reconciliation, the Seller will pay the amount due upon full completion by the Buyer of all its obligations through and until termination pertaining to the Contract. 19.3 TERMINATION FOR CONVENIENCE Either Party may terminate said Agreement for convenience with a thirty (30) day written notice. 19.3.1 Financial settlement of the Contract In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 19.4 EXPIRATION As of the Expiration defined in ARTICLE 4, as well as in case of any sort of Termination as set out in this Contract, the Buyer shall immediately return all Parts which are the property of the Seller, including any Exchange Parts, at his own cost FOB, AHI's delivery dock, to the Seller's premises, as mentioned in the Appendix 10. If the Seller receives such Parts within two (2) weeks as from the expiration date and if after inspection by the Seller,the Parts are found incomplete and/or damaged,then the Seller shall invoice the Buyer for missing Parts and/or repair, upon written notice to the Buyer. Such charges shall not exceed current catalog pricing. If the Seller does not receive such Parts within the agreed period defined above, then the Seller will invoice the Buyer, based on the value of a respective new Part as indicated in the Seller's Spare Parts Price List catalog at the time of invoicing, upon written notice to the Buyer. ARTICLE 20. MISCELLANEOUS 20.1 LANGUAGE English shall be the language of the Contract. Both Parties shall use English as the language to exchange, issue and deliver information, documentation, notices, and any related documents excluding those documents, which might be produced by a governmental institution.SS Collier County Med Flight H135 Page 27 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. CAO AIRBUS Smart 20.2 INTERPRETATION In the Contract, unless the contrary intention appears: (a) headings are for the purpose of convenient reference only and do not form part of the Contract; (b) the singular includes the plural and vice-versa; (c) a reference to one gender includes the other; (d) a reference to a person includes a body politic, body corporate or a partnership; (e) where the last day of any period prescribed for the doing of an action falls on a day which is not a working day, the action shall be done no later than the end of the next working day; (f) a reference to a clause includes a reference to a sub-clause of that clause; (g) a reference to a specification, publication, Buyer's policy or other document is, except where otherwise specifically provided, a reference to that specification, publication, Buyer's policy or document, in effect on the Contract signature date, or alternatively, a reference to another version of the document if agreed in writing between the Parties; (h) the word "includes" in any form is not a word of limitation; (i) a reference to a Party includes that Party's administrators, successors, and permitted assigns, including any person to whom that Party novates any part of the Contract. (j) "will" and "shall" have the same meaning, that is, the highest degree of obligation corresponding to the action to which they refer. (k) Except if expressly indicated otherwise, all time periods expressed under this Contract are counted in working days/weeks/months starting from the date of entry into force of the Contract. 20.3 ENTIRE CONTRACT This Contract constitutes the entire Contract between the Seller and the Buyer. It supersedes all previous communications or Contracts, either oral or written, between the Seller and the Buyer with respect to the subject of the Contract. 20.4 ORDER OF PRECEDENCE In case of any contradictions and discrepancies between the parts of the Contract, precedence shall be given in the following decreasing order: (a) The articles of the Contract without its Appendices (b) Appendices hereto 20.5 ASSIGNMENT AND NOVATION Neither Party may, without the written consent of the other, transfer or assign in whole or in part the Contract. 20.6 SURVIVORSHIP The provisions of Articles 8.2.5, Confidentiality, Intellectual Property, Liability, and Applicable Law of the Contract shall survive and continue to have effect after the termination for any reason whatsoever of the Contract or expiration, and for a period of six (6) years thereafter. Collier County Med Flight H135 Page 28 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS Smart. 20.7 WAIVER No term or provision hereof will be considered waived by either Party, and no breach excused by either Party, unless such waiver or consent is in writing signed on behalf of the Party against whom the waiver is asserted. No consent by either Party to, or waiver of, a breach by either Party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either Party. 20.8 SEVERABILITY If it is held by a court or other lawful authority of competent jurisdiction that any provision of this Contract or part thereof is void, illegal, invalid or unenforceable, then such provision or part shall be deemed stricken, and the remaining provisions and/or part of the provision shall be severable and remain valid and in full force and effect. 20.9 NOTICES Any notice required or permitted to be sent between the Parties shall be in writing and shall be sent in a manner requiring a signed receipt, such as a courier delivery, or if mailed, registered or certified mail, return receipt requested. Notice shall be effective upon reception. Notices shall be in English language to the following addresses: For the Buyer: Contact: Tabatha Butcher E-mail: tabatha.butcher@colliercountyfl.gov Phone: 239-252-5628 For the Aircraft Owner: Collier County, Florida, a political subdivision of the State of Florida, c/o Collier County Med Flight Contact/Contract Administrative Agent: Tabatha Butcher, Director E-mail: tabatha.butcher@colliercountyfl.gov Phone: 239-252-5628 For the Seller: Contact: AHI FBH Administrator E-mail: AHIpartsbythehour.support@eurocopterusa.com Contact: Manager, AHI FBH Support & Services E-mail: AHI partsbvthehour.supoort(a�eurocopterusa.com Collier County Med Flight H135 Page 29 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUSH Smart 20.10 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 Contractor with full decision- making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County 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 Contractor with full decision-making authority and by County staff person who would make the presentation of any settlement reached at mediation to County'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, Fla. Stats. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 20.11 NO PARTNERSHIP Nothing herein contained shall create or be construed as creating a partnership between the County and the Contractor or to constitute the Contractor as an agent of the County. 20.12 PROHIBITION OF GIFTS TO COUNTY EMPLOYEES No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 20.13 RELATIONSHIP OF PARTIES The relationship between the Seller and the Buyer is solely that of purchaser and seller. No joint venture or partnership is intended nor will any be construed. Neither Party will have the authority to enter into contracts on behalf of or bind the other in any respect. Collier County Med Flight H135 Page 30 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. • AIRBUS 1�1Care Smart IN WITNESS WHEREOF the Contract has been executed in two (2) original copies, In Collier County, Florida, Date: ATTEST: Crystal Kinzel, Clerk of the Circuit Court BOARD OF COUNTY COMMISSIONERS & Comptroller Collier County, Florida COLLIER C01,410; , DA &€) By: 1/I L aid'� ;; s, By: '�! W. / cDaniel, r., Chairman Dated: ' g_ � �W (SEAL)-- �• airman's Attest as Ch signature only. Contractor's Witnesses: AIRBUS HELICOPTERS, INC. Contractor By: C e ontractor's First Witness Signature nature b� r v. ‘ G,�Yja r SSS V�? _CA.J2_4().Ar `44ed r-c, 60w_r 5 TType/print signature an itleT TType/print witness nameT Contractor's Second Witness Signatur:\ TType/print witness nameT Ap i roved .s to Fo an.;1 legality: S'TR. ' -=ch Deputy County Attorney Collier County Med Flight H135 Page 31 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prio authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. 1► AIRBUS Smart APPENDIX 1 - PARTS COVERED UNDER THE CONTRACT Items covered under this contract will fall into the following categories: (check the box that applies) - Defined List of Parts for Basic Equipment - Defined List of Parts for Dynamics - Defined List of Parts for Blades - Defined List of Parts for Avionics - Nose to Tail (all procurable parts listed within the IPC with a value greater than $250) The above combined coverage is referenced as FBH. Note: Parts covered under FBH are subject to the following exclusions Damages resulting from misuse or abuse, lack of reasonable care, damage due to force majeure or natural forces, abnormal corrosion, or inadequate repairs performed by User. In addition to the above statement, these exclusions also apply: - Non Airbus parts such as Engine and Engine parts - Non Airbus Customization items - Non Approved STC items - ITAR and weapons subject parts - Tools and GSE and related parts - Crew Equipment - Mission equipment - Life Vest & Raft - Medical kits - Interior furnishings - Batteries (except if explicitly covered by the contract) - Fire Extinguishers (except if explicitly covered by the contract) - Raw material, Lubricants, Paint and Ingredients, Tape and adhesives - Non mandatory SB - Parts listed in the IPC with a value greater than $250 - 3rd level parts Collier County Med Flight H135 Page 32 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. 0 AIRBUSH . Smart Note: Part Numbers listed hereafter are indicated for information only. They may change in the course of technical progress provided the replaced Part is fully interchangeable regarding fit, form and function. For any Part with a TBO or a SLL/TCI constraint, please refer to your AMM to have the latest updated information. DEFINED LIST OF PARTS I I . Sub Assort* De PN racy Main Rotor Drive CHIP DETECTOR 1017724 1 Main Rotor Drive FREE WHEEL CLUTCH 4649202002 2 - Main Rotor Drive MAIN DRIVE SHAFT 19E293-1A 2 Main Rotor Drive MOB L632M1130101 1 Main Rotor Drive OIL TEMPERATURE SENSOR TfvfiC04 1 Main Rotor Drive PRESSURE SWITCH �L634M60C1001 2 Main Rotor Drive PRESSURE TRANSDUCER ZR8378-O0 1 Main Rotor Drive SPEED PICK UP 4-301-062-02 1 Main Rotor Drive TEMPERATURE SWITCH S00101E00010100 1 Main Rotor Drive TORQUE STRUT 1633M1001104 2 Main Rotor Drive Z-ARI$ L633M10109 4 Main Rotor System HELICAL LEVER ASSY 1623M4033102. 2 Mn Rotor System HELICAL TUBE ASSY 1623M4002104 2 Main Rotor System MA161 ROTOR MAST ASSY L623M1231101 1 Main Rotor System ROD BODY L671M20V1002 4 Main Rotor System ROD END ASSY BO L671M2OV1004 4 Main Rotor System ROD END ASSY UP L671M20V10 5 4 Main Rotor System ROTOR RING ROT-EURO-6 1 Main Rotor System SENSOR AMPLIFIER UNIT SV-EURO-S 1 Main Rotor System SIGNAL PROCESS UNIT AW-EURO-S 1 Main Rotor System STATOR ANTENNA ANT-EURO-6 1 Main Rotor System SWASHPLATE-2-PART CARDANRING E623M2005205 1 Main Rotor System SWASHPLATE BEARING RING E623M21214 1 Main Rotor System SWASHPLATE-BOLT(CONTROL RING) E671M7001215 2 Main Rotor System SWASHPLATE BOLT(SLIDING SLEEVE E623M2006213 2 Main Rotor System SWASHPLATE CONTROL RING E623M2001213 1 REAR BLADES FENESTRON BLADE ASSY L642A2002101 10 Tad Rotor HUB BODY 1642A2003102 1 Tail Rotor PITCH CHANGE SPIDER ASSY L642A2004101 1 Tad Rotor SPU NED FLANGE L642A2019201 1 Tad Rotor TENSION TORSION STRAPS 350A33318000 10 Tail Rotor Drive COUPLING FLANGE L651M. 220 2 Tail Rotor Drive FLEXIBLE COUPPLING L6S1A1001101 4 Tail Rotor Drive INPUT FLANGE L652`2006203 1 Tad Rotor Drive RUBBER SLEEVE ,L6S1MIDDS218 6 Tail Rotor Drive SHAFT CFK(AFT) 1651M2010101 1 Tad Rotor Drive SHAFT CFK(FRONT) L651M2012101 1 Tad Rotor Drive SHAFT LONG ASSY L651M2006101 1 Tail Rotor Drive TGB 1652A0000053 1 Collier County Med Flight H135 Page 33 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS •H Smart DEFINED LIST OF PARTS CONTINUED BLADES Sub"Assembly Designation Indicative PN 04' MAIN BLADES SPHERICAL BEARING 11=10097P 4 MAIN BLADES BLADE BOLT L621M1001205 8 MAIN BLADES DAMPER ELASTOMERIC L621M1E43110 B MAIN BLADES MRB L621M1010101 4 BASICS ; I Sub Auembly Designation � *€4€' Electrical Power System BATTERY 4044`SAFF 409042 1 Electrical Power System BATTERY MASTER BOX 4504-303-8 1 Electrical Power System ELECTRIC MASTER BOX 1 FULL OPT, 4503-350-4 1 . Electrical Power System ELECTRIC MASTER BOX 2 FULL OPT. 4502-350-4 1 Electrical Power System INVERTER SPC-10(HO) 1. Electrical Power System STARTER GENERATOR(200A) 23081-073 2 Engine Controls INTERFACE CONTROL UNIT(PILOT) 200-150 1 Equ rnentJFurrsishings CHARTHOLDER PILOT L331M5861101 1 Fuel System ORAN VALVE 813000 4 Fuel System FILLER PLUG 1027143-0 1 . Fuel System FUEL SENSOR MAIN TANK L264M30C1009 2 Fuel System FUEL SENSOR SUPPLY TANK 1284M30C 1006 2 Fuel System FUEL SHUT OFF VALVE 825. 2 .Fuel System ♦MAIN TANK L281M20C1015 1 Fuel System SUPPLY TANK L2Z1M20C1012 1 Heating system BLOWER VENTILATION 18513016-10 1 Heating system CONTROL BOX 1 1-1 1 Heating system MIXING VALVE !85880-3 1 Hydraulic Power System HYDRAULIC PUMP 12904/120A1014 2 Hydraulic Power System HYDRAULIC VALVE BLOCK,RESERVOIR L290M20A1017 2 Hydraulic Power System PRESSURE SWITCH,HYORAUUC L 293M00C1CO2 2 Ice and Ram Protects GEARBOX L304M2806101 1 Ice and Rain Protection WINDSHIELD WIPER ARM 1304M2003103 1 InsEcating and Recording Systems OAT-SENSOR 012914 1 Indicating and Recording Systems SWITCH UNIT 2CNE L311M10751 r n 1 Indicating and Recording Systems WARNING UNIT ASSY 1315M50020S1 1 Lights rCOCKPIT LIGHT ASSY20.002 1 Ugh DC-CONVERTER LRA15 1 Lights L&S LIGHT 250 W 0230191-001 1 Lights LED ANTI-COLLISON LIGHT 704A46851036 1 Lights LED POSITION LIGHT GREEN 03-9002. 1 Lights LED POSITION LIGHT RED 03-9002-0003 1 Lights LED TAIL POSITION LIGHT 03-9200-200 1 Navigation AIR DATA UNIT(ADU 3200) C17133AA01 1 Navigation MAGI TIC COMPASS 621396-231 1 Navigation TOTAL TEMPERATURE PROP UNIT(TPU) C'16196AB 2 Oil Cooling System OIL COOLER 20513001 1 Oil Cooling System OIL COOLER FAN LH 1792M3004105 1 Oil Case System OIL COOLER FAN RH -1792M3C05105 1 Power Plant INLET CHANNEL IFI(PM) 1713M2077101 1 Power Plant INLET CHANNEL RH(PAN) L713M2078101 1 Rotor Right Control BEARING BLOCK ASSY E671M3013101 1 Collier County Med Flight H135 Page 34 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUSAkaH Smart DEFINED LIST OF PARTS (continued) Rotor Flight Control BOLT €671M7001220 _ 1 Rotor Flight Control COLLECTIVE AXIS ACTUATOR E673M30A1201 1. Rotor Flight Control CONTROL ROD E671M3009101 3 Rotor Flight Control FENESTRON SERVO ACTUATOR L673M40A1003 1 Rotor Flight Control FLEXIBLE BALL CABLE FENESTRON 76CF3716 1 Rotor Flight Control FORKED LEVER ASSY E671M3012101 1 Rotor Flight Control HINGED SUPPORT E671M7003101 1 Rotor Flight Control LATERAL AXIS ACTUATOR L673M20A1011 1 Rotor Flight Control LEVER E671M3011101 2 Rotor Flight Control UNIC ASSY LH 1S-9932P I Rotor Flight Control UNI(ASSY RI4 1S-9931P 1 Rotor Flight Control �LONGTIDUAL AXIS ACTUATOR L673M20A1038 1 I MIMIC EQUIPMENT Sub Assembly Designation listficativePMN Qty Auto Flight System ACTUATOR SEMA NG 8MM_YAW 704A47135071 2 Auto Flight System DUPLEX TRIM ACTUATOR LATERAL 261104913-2001 1 Auto Flight System DUPLEX TRIM ACTUATOR LONGI. 261104913-1001 11 Auto Flight System TRIM ACTUATOR DUPLEX COLLECTIVE NG 261104921.7001 1 Auto Flight System TRIM ACTUATOR DUPLEX YAW NO 261104921-6001 1 Automatic pilot SEMA ACTUATOR 704A47135072 7 Heelionsx Package AIRCRAFT MANAGEMENT COMPUTER(AMC) X422C10A1003 2 •Heiionix Package DTD(DATA TRANSFER DEVICE) X429C40A10E 4 1 Hel s x Package IESt(ISIS) X342CSOA1 1 W 1 Helionix Package MULTIFUNCTION DISPLAY X423C10A1 - 4 Navigates AHRS X342C60C1003 3 Navigation MAGNETOMETER 420-0033 2 Collier County Med Flight H135 Page 35 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. 0 AIRBUS Smart APPENDIX 2 - BUY-IN TABLE 1. Part per Part TSO for Buy-In calculation Total Hours of the Helicopter (TSN): Manufacturer Part Number Part number(PN) Designation S/N Date TSOTo TSOT1 (MPN) TOTAL: $0 2. Buy-in amount Helicopters Serial n° Buy-in amount Collier County Med Flight H135 Page 36 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS F-1 re Smart APPENDIX 3 - CONTACT INFORMATION For Airbus Helicopters Inc. ■ For all AOG and FBH orders AOG Support— Airbus Helicopters Inc. Phone: 1-800-COPTER1 - (800-267-8371) Fax: 972-641-3661 E-mail: aoq.us(a7airbus.com You can still join the Airbus Helicopters Inc. Customer Assistance" Service Around the Clock" in case of a problem after working Hours: Phone: 1-800-COPTERI - (800-267-8371) • For Planned or Rush CSP orders Contact your designated regional Airbus Helicopters Inc. Customer Support Representative via email or phone • Administration Flight Hour Report/Scheduled Plan removals, notices Contact: AHI FBH Administrator E-mail: AHlpartsbythehour.support(r eurocopterusa.com Contact: Manager, AHI FBH Support & Services E-mail: AHlpartsbythehour.support(a�eurocobterusa.com • Return of Components and Equipment to the Seller Contact: AHI Cores and Repairables Administrator E-mail: AHlrepairables.support(ceurocopterusa.com Contact: AHI Repairables Manager E-mail: AHlrepairables.support@c�eurocopterusa.com Collier County Med Flight H135 Page 37 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. CAO AIRBUS Smart For the Customer Person or persons of authority to address matters of contractual conditions as a representative of the customer assigned to the CSP contract. ■ Customer Details - Name: Tabatha Butcher - Company Title: Collier County Med Flight - Customer Address: 2375 Tower Drive - Naples, Florida 34104 - Country: USA - PH: 239-252-5628 - E-mail: tabatha.butcher@colliercountyfl.gov • Delivery Address - Name: Tabatha Butcher - Company Title: Collier County Med Flight - Customer Address: 2375 Tower Drive - Naples, Florida 34104 - Country: USA - PH: 239-252-5628 - E-mail: tabatha.butcher@colliercountyfl.gov • Invoicing Address - Name: Tabatha Butcher - Company Title: Collier County Med Flight - Customer Address: 2375 Tower Drive - Naples, Florida 34104 - Country: USA - PH: 239-252-5628 - E-mail: tabatha.butcher@colliercountyfl.gov Collier County Med Flight H135 Page 38 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS H • A. Smart APPENDIX 4 - HELICOPTER IDENTIFICATION Helicopters covered by the Contract HC Version Serial Registration Expected Flight Flight Hour in the Log book Hour/year Contract signature H135T3 TBD TBD Collier County Med Flight H135 Page 39 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. �.AC.D AIRBUS Smart APPENDIX 5 -- INITIAL CONFIGURATION REPORT Item N• Quantity OesurptIon 1 New,II135T5Ir jimC:I35T3IFIOP/SP MR,to IxMAW .Rear AVMs Carnnarenera •Remit Weeiner%VI SWIrq Vent •Rotor Brake AAAir H . t1 Moment SyMeni •3-CoMrEaTerbe Paint 2 1 STANDARD EQUIPENT,FICC ly 3nFalt d 4-AXIS AUTOMATIC FLIGHT CONTROL SVSTE 4 AFCS) INSTRUMENT PANEL EXTENSION ON COPILOT 3113E BATTERY$4S AN 24 VOC)ULM/SAFE) OF STANDARD BATTERY CENTER CONSOLE SEARCH .LANDING LIGHT,COMPLETE Wt (MCOE WINDSHIELD WIPER SYSTEM 3 1 STANDARD ENT:r aczo, 3risvAid AIR CONDITIONING SYSTEM(ACS) CABLE CUTTER SYSTEM,FIXED PROVISIONS COPILOT FLIGHT CONtTROLS,DETACHABLE PMTS CORROSION PROTECTION FOR HIGH CORROSIVE ENVIRONMENT ENGINE COMPRESSOR WASH KIT ENGINE COWLING HEAT PROTECTION -F.O:O. ENGINE FIRE EXTINGUGHNG SYSTEM FLASHLIGHT FOR COPILOT SIDE FUEL MANAGEMENT SYSTEM(FUEL FLOW METERS FUZZ BURNERS FOR ENGINES HEIGHT AD.LISTABLE COPILOT SEAT INSTEAD OF STANDARD COPILOT SEAT HEIGHT ADJUSTABLE PILOT SEAT INSTEAD OP STANDARD PILOT SEAT INLET BARRIER FILTER(IBF)SYSTEM MAP CASE N COPILOT DOOR MAP CASES ON INSTRUMENT PANEL GLARE SHIELD MEDIUM HEIGHT LANDING GEAR INSTEAD OF STANDARD LANDING GEAR PEDAL COVER FOR COPILOT FLIGHT CONTROLS STANDARD COCKPIT,CABIN AND CARGO COMPARTMENT-NVG 1 STAND'-P AWONICSEO€RIIMEN Gla r d6rd 8 ADDITIONAL ATTITUDE AND HEADING REFERENCE SYSTEM(ARKS)&MAGNETOMETER AVIONICS PACKAGE DP IFR GC GIN 7511 DIGITAL AUDIO CO'(TROL SYSTEM(DACE);INCL ACP r COBHAM,PILOT t COPLOT TRANSPONDER ADS-5 OUT GTX 335R 1 GAI MIN DISTANCE MEASURING EQUIPMENT(DME;DME-4202 I ROCKWELL COLLINS MARKER E ACON RECEr ER MKR3300-11 BECKER GPS-NAVICOM GIN 750 F GARMIN,PILOT GP°. INAWCOM GIN 7501 GARMIN,COPILOT FUSHT DILAY SUBSYSTEM(FDS),COPILOT AVIONICS PAC(AGE DP IFR GTNI SERIES INTERCONNECTION r VIIRING HEADSET ADAPTER CABLE CREW GLENAIR!UGJ2 HEADSET ELECTRICAL POWER SUPPLY¢25 VDC),FIXED PROVISIONS HELICOPTER TERRAtNt AWARENESS AND WARNING SYSTEM(H-TAWS)-HELKINIX HELIONIX CONFIGURATION FILE HELIONIX GROUND STATIO=N UGHT AIEIGHT AIRCRAFT RECORDING SYSTEM 41.ARS)ALERTS VISION 1002(APPAREO) RADAR ALTIMETER KRA 4055/HONEYWELL) EMERGENCY CY LOCATOR TRANSMITTER(ELT) SSAS RNP APPROACH CAPABILITY SYNTHETIC VISION SYSTEM t`' )-HELIONIX-INCL WTTN1 H-TAWS 5 1 ALtD.ITICNALAIRFRAME EQUIPMENT:Fm's: Ar/Marfed EMS FLOOR INSTEAD OF STANDARD CABIN FLOOR EXTERNAL HOIST LH,FIXED PROVISIONS EXTERNAL LOUDSPEAKER SYSTEM WITH SIREN,DETACHABLE PARTS EXTERNAL LOUDSPEAKER SYSTEM WITH SIREN,FIXED PROVISIONS JETTISO14ABLE COCKPIT DOORS RAM AIR DEFLECTORS FOR SIDING VWNDOWS SLIDNG DOORS SLIDING WINDOWS IN SLIDING DOORS COCKPIT VOCE AND FLIGHT DATA Ti EGORDER.(CVFDR1,C OMIPLETE OPTICAL TRACKER FASTRAK 11302-3101-lA[ ICK HELMUTH:4 DETACHABLE PARTS OPTICAL TRACKER FASTRAK t 1E00-3(CHADWICK HELMUTHh FIXED PROVISIONS s 1 ADDITIONAL A/VI/AIME EQUIPMENT:Mho MAWeed 2ADD.CE LFNIXED�t3R7H-C'iROSITU EMOUN4ERON,.. .,SWITCH _z H.., LIGHTS-C:ROSSTLkiE MOUNTE0,15IUOFF SNITCH IN OVERHEAD BION ADOITICNAA HORIZONTAL STABAUZER STROBES TEL-TAIL RECOGNITION LIGHT(DEVO E;-LED LEAD ACID BATTERY-AHI STC OEVORE LIGHT IIT FOR BOTTOM CF HORIZONTAL SHINING TOWARDS CLAMSHELL DOORS Collier County Med Flight H135 Page 40 This document is the property of Airbus Helicopters Inc. No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS Smart Item N° 1 Guanttty 1 • Description A Dorrermis L AIRFRAME EQUIFIll ENT cokrak.d - • SIDE LOADING LIGHTS CABLE CUTTER SYSTEM DETACHABLE PARTS WINDOW IN CAM-SHELL DOOR,U-1 I RH SPECTRCA_AB NIGHTSUN XP FR LED WI CONTROL PANEL MEEKER STEP/PAYLOAD ARM/DOVETAIL FOR NIGHTSUN CABIN SEATS IN NAVY BLUE AND YELLOW WITH'IALEDFUGHT EMBROCERED COVER PILOT AND COPILOT SEATS 114 BLACK SHEEPSKIN PAINT STAR OF LIFE ON AIRCRAFT BELLY,COLLIER COUNTY ABOVE,MEDfLIGHT BELOW LASER ETCH'MEDFUGHT ON Elie FLOOR DOOR THRESHOLDS 55-135-25-005-205 LONG SUNSHADES KIT,PILOT I COPILOT 7 1 MEDICAL INTERIOR:Moro inscatImI AVIONICS SHELF MODIFICATION PRIMARY UTTER LOCATED ON L11 FLOOR-FERNO 28A ONE MAN LOADING TYPE CONIDA-RY STRAP DOWN SYSTEM REPLACE STANDARD SEAT AFT OF PILOT W?FISHER TRACK AND SWIVEL SEAT REPLACE STANDARD SEAT AFT Of COPILOT WI FISHER'TRACK AND SWIVEL SEAT STOWABLE THIRD ATTENDANT SEAT WILL BE LOCATED C FRAME 5 IN FWD FACING POSITION MEDICAL CONTROL PANEL AND COMMUNICATION CONSOLE OXYGEN SUPPLY,.REGULATOR 12 OUTLET(SINGLE)TRANSFILL DELIVERY SYSTEM WITH 76.5 CUBIC FT CYU NOER SECONDARY EXTERNAL OXGYEN ELECTRICAL SUPPLY SYSTEM 110VAC-WITH LANDLINE,AUTOSWITCHNG&HEATER PLUG BUILT IN SUCTION SYSTEM LEFT HAND AND RIGHT HAND GAS PANELS RCA JACK-HEADSET PLUG IN AFT CABIN NAM% WINDOW STORAGE LIMITS LOMB HALF/ONE FULL) COCKPIT ISOLATION CURTAIN STORAGE POCKETS,INCL MULT1POCKET STORAGE POSITION FOR'D"CYUNDER ON CLAMSHELL DOOR CABIN INTERIOR UGHTING,LANOLINE CONTROLLED ADOITIONAL INTERIOR TOUCH LIGHTING ACCESSORY MOUNTING PANEL(AFT SIDE CONTROL TUNNEL) IV HOOKS AS REQUIRED AFT PATIENT LOADING UGI-IT INSIDE CLAMSHELL DOOR MOUNT FOR SHARPS CONTAINER ACCESSORY EAR MOUNT-2(FWD OPERA WINDOW) CARDIAC MONITOR MOUNTS,QTY(2)1(1)BAR SYSTEM,(I)ON TOP OF MEDICAL CABINET MOUNT FOR INFUSION PUMPS(IADUNTING EARS) MACHINED MEDICAL STORAGE CABINET WITH ZOLL MOUNTED ON TOP(FERN*D360 MOUNT) ANCRA FITTING INSTALL-4 D-RING TIE DOWNS TN AFT CABIN FOR SECURING CARRY-ON BAGS MERMAID COOLER FOR MEDICINE VIALS • 5 1ADINTIONAL AVIONICS:AKI Triszaged • WIRELESS INTERCOM SYSTEM I POLYCON BECIER ADOITIORA L AVIONICS;PA wro kr.szatIaC LD12-001 ANNUNCIATOR DIMMING SYSTEM - FACTORY IITAWS EWABLEMENT CARD-010-03878-02 USE POWER PORT FORWARD Of AFT CABIN-TA-102,(3)EA ADS-B INOUT SURVEILLANCE-GDL-88 ADS-B ANTENNA-01-105-6 WX SATELLITE DATA LINK-GO_-691-1 UHRVI-IF/FIN/300MISZ-TOF1I-9300IV-PROJECT 1193554 REMOTE FM CONTROL-RC-9100 NV ASSOCIATED FM ANTENNA-CI-295,30EL(3)EA RADIO DIMMER RADIO MASTER SYSTEM CIRCUIT BREAKERS CAR) COL_'ECTIVE CONTROLLED liOURmETER/I-FLIGHT 1-ENGINE(OTY 21-T41E45.(3)EA N181334A NVG CLOCK CHM/VIEW FOR G114750-C 15-0067540 ASU NVG MODIFICATION(BUDGETARY) FLIGHT FOLLOW ING SYSTEM,VOICE,PTT MID DATA MONTIORING-IRIS CORD ASSEMBLIES I ax-4D4 COMM ImOvATIONS,(4)EA PLOT SIDE GLARESHIELD IPAD MOUNT(FIXED) SOFTWARE TO INTERFACE TRAFFIC AND RADAR WITH HELIONIX DIGITAL AUDIO CONTROL SYSTEM(DACS)ACP53(COBHAM),PAX ACP 51(FOR CABIN) TRAFFIC ADVISORY SYSTEM T 'A,C620A(AVIDYNE).FIXED S DETACHABLE PROVISTONS Collier County Med Flight H135 Page 41 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS Smart • 1/61.1 OustIty DSC an A€(AT;C)NALA VIONICSCOMM Mv Lro insuled COLOR WEATHER RADAR RDR- (HONEYWELL), fHDNEY'NEP.ADAR RADOME COLOR WEATHER RADAR RDR- (HONEYWELL),FIXED PROVISIONS -INCL COLOR WEATHER RADAR RDR-2000 CONTROL UNIT CP4E6 NVG(HONEYWELL),VENDOR PARTS OTY(2)EXTERNAL CAMERA P4TALL BECKER POLVtCN-SYSTEM INCLUDES FOLLOWING FEATURES(El JO)GETARYPENDING CUSTOMER CONFIGURATION)PRICE TO BE ADJUSTED UPON CW*TOMER SELECTION Of CONFIGURATION 1-A.X,S;.EES-DO100-N-85154 BASE STATION,UHF BAND,NVG COMPATIBLE 2-AX~CP-S120-N-CP50 CONTROL PANEL,NVG COMPATIBLE 3-.AXS-H111-00100-N-00-M E0,DUAL BAND,NVG,DUAL BAND, LLDW 4-A.XS-VIT-0250-PNG MPES ANTENNA 155-153MH04404EOM1Z. 5-AX&-CHG-0100-N-00-C"HG-5G,CHARGER FOR IW:50 GROUND USE,WO,YELLOW S-AXS-A0L-0X#11-ADAPTER,PHO 19 PIN FISCHER PLUG TO US NATO VDCKET 7-AXS-ANT-0100-EXTERNAL AIRCRAFT ANTENNA,UHF.ROD ANTENNA 5-AX-ANT-0'150-ANTENNA FOR INTERNAL(IN CABIN)USE,UHF440-470MNZ 9-MS-CON-0 0D-PHO BST511 CONNECTOR KIT BECKER AUDSYSTEM-(1)REUEISOI(3)AC61DDAUDIO PANELS I Z 1 LOOSEEQUIPMENT: ROTORTECH MODEL 44 HELI-00-LY Collier County Med Flight H135 Page 42 This document is the property of Airbus Helicopters Inc. No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS Fl Smart APPENDIX 6 - MONTHLY FLIGHT HOUR REPORT Flight Activity Monthly Report Reference From I ' to I DDMMYYY Y D DMM Y Y Y Y Helicopter I Type S/N Registration Operated by Airframe Hoist Engine#1 S/N Engine#2 SIN Flight Hours Cycles Cycles Flight Hours Cycles Flight Hours Cycles Present Time Last Report Monthly Total Hours Min Hours Min Hours Min Please forward your monthly report at the beginning of the following month to the person in charge designated in Appendix 3. Collier County Med Flight H135 Page 43 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS i • Smart APPENDIX 7- FBH REQUEST FORM FBH REQUEST N° Dated To: +3 From Airbus Helicopters Inc. Phone Fax E-mail Name (please print) Signature Date Contract No. : Helicopter-S/N : Helicopter- Registration : Helicopter-Total Time : DEFECT COMPONENT Designation: Part Number: Quantity: Serial Number: Installed on: TSN(Time since New): TSO(Time since Overhaul): (if applicable) (if applicable) Reason for removal: Time limit: ❑ TBO reached: ❑ Failure: ❑ Other: REPLACEMENT COMPONENT: Component removed from Helicopter: Date(or expected date)of removal: Reason for removal: Proximity stock replenishment: (if applicable) P/N S/N Qty Prior Contract of Airbus Helicopters Inc.: YES/NO DELIVERY ADDRESS Collier County Med Flight H135 Page 44 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. 111) AIRBUS .k Smart APPENDIX 8—OWNER'S AUTHORIZATION I, the undersigned acting as Chairman of Collier County Board of County Commissioners, allows without restriction or any precondition, to carry out, as necessary and throughout the duration of the Contract No. CA0004 (County #18-7291-WV) signed between Collier County Board of County Commissioners and Airbus Helicopters Inc., the services covered by the Contract and/or arising from its execution, including the trading in of all or a part of the Part in exchange for equivalent Part (Standard Exchange pr-_edure). Cod. ..%) Signature c° ±r_ , Date: = W. i cDaniel, r., Chairman ATTEST YSTAL K.- aL,-CL°`a Apprt • as f, d legialiry Attest as to Chairman• ott rTeach,Deputy County Attorney sigr>•ature only. Collier County Med Flight H135 Page 45 This document is the property of Airbus Helicopters Inc.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS APPENDIX 9- SCHEDULED REMOVAL PLAN FBH MAIN ASSEMBLIES MONTHLY REPORT A/C Type : A/C serial number : Registration : Report for /20 month : — Helicopt er Hours Flight Time Schedule Serial Numbe Time for since Actual Compone TBO/ Installatio at Remaining d Remar nt Type Numb r of SLL n date moment month overhaul Remov Hours Removal ks er cycles of hours/mi hours/mi Date al Date change n. n Name : Signe Date: d: Collier County Med Flight H135 Page 46 This document is the property of Airbus Helicopters.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS Smart APPENDIX 10- RETURN MATERIAL AUTHORIZATION CIO AIRBUS RETURN MATERIAL AUTHORIZATION HELICOPTERS RMA Confl.rmatton for Customer These operations will be performed in accordance with Service Letter N156'-00-02 CUSTOMER REFERENCE N°: ! Date. MATERIAL.TO BE SHIPPED TO: AIRBUS HELICOPTERS CONTACT Coaliduly Nartae Deputruent Tei, Fax. Exuad RMA N° I1IIIIIIUhIIIIIII1IIIIf SERVICE REQUESTED PROPERTY: ISSUER: 0ttt06104 %atte Conspmty Address fie{sat5n add EXAMPLE AIRCRAFT DATA: AIRCRAFT TYPE REGISTRATION N SERIAL N AC TT AT DAMAGE DATE OF DAMAGE COMPONENT DATA: COMPtAENTQeANTtry AIRBUS RELICOFTERSEN DESCRIPTION MANLTACTLF.ER'S EN SERIAL N" CSN CSO CSR TSN T'SO TSR Meas.nate that the following documents at ntandaton and have to be attached with'out part Log Card(FMK) 1 R'tL4 ( ( Warranty claim REASON FOR RETURN: DETAILED DESCRIPTION OF DEFECT: AIRBUS HELICOPTERS mete pot adeaYts uagn5.e au capital de SiS .tint Or Ernas...RCS.Ad4d-Psosmcr 353.S3 7I5. Siege soual:.Mropart tuaeaxasoual M .Stustilk,Provetwg.I3':5 St oat Ceder.Frame Tel 33(0)4128535/5.TVA FR 42 352 353'13 Collier County Med Flight H135 Page 47 This document is the property of Airbus Helicopters.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. ® I AIRBUS Smart APPENDIX 11 - CONFIDENTIALITY The purpose of this Appendix is to define the terms and conditions governing the exchange of confidential information between the Seller and Buyer in the frame of the execution of this Contract (the Objective) and to determine the rules related to the use and protection thereof. Each party (the Disclosing Party) may disclose to the other party (the Receiving Party), information in connection with the Objective and the Receiving Party undertakes to use such information solely for the purposes of such Objective. No provision of this Appendix shall be construed as compelling a Party to disclose information to the other Party or to enter into further Contracts with the other. ARTICLE 1 — CONFIDENTIALITY OF INFORMATION The Parties agree that any and all information disclosed by either Party to the other shall be deemed confidential (hereinafter referred to as"Confidential Information")whatever the subject(such as,without limitation,technical, industrial, financial, commercial), the nature (such as, without limitation, know-how, methods, processes, technical or installation details), the form (such as, without limitation, written or printed documents, CD Rom, computer diskettes, samples, drawings)and the mode of transmission (such as,without limitation, written, oral, computer, including networks and/or electronic mail), provided that: - if transmitted in written or other tangible form, is designated as "Confidential Information" of the Disclosing Party by affixing a stamp indicating "Company Confidential", "Company Restricted", "Program Confidential" or any other similar legend. - if orally disclosed, the Receiving Party is told at the time of such disclosure of the confidential nature of the information, and said information and its confidential nature are confirmed in writing within thirty (30) days of such disclosure (during which period such information shall be treated as "Confidential Information" pursuant to this Contract). Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. ARTICLE 2 — OBLIGATIONS OF THE PARTIES Each Party hereby undertakes, during this Contract and for a period of five(5)years from the date of termination or expiration of the Contract, that Confidential Information: 1) shall be protected and kept strictly confidential and shall be treated with the same degree of care and protection as it uses to treat its own Confidential Information, but in no instance shall such standard be less than reasonable care. Collier County Med Flight H135 Page 48 This document is the property of Airbus Helicopters.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS H • - Smart 2) shall be disclosed internally only to those of its employees and/or agents and/or its attorneys and/or financial auditors (i) having a need to know such Confidential Information for the Objective and (ii) duly informed of the strictly confidential nature of such Information, and shall be used subject to the provisions hereof. Each Party declares it has taken or agrees to take any necessary measures with its employees and/or its attorneys and/or financial auditors so that they may comply with the undertakings under this Contract. The Receiving Party will be liable for any breach of this Contract as a result of the conduct of any of such employees or attorneys and/or financial auditors. 3) shall not be used, in whole or in part, for any other purpose than the Objective specified in this Contract, without the prior written consent of the Disclosing Party. 4) shall not be disclosed nor likely to be disclosed either directly or indirectly to any third party without the prior written consent of the Disclosing Party, and provided that such third party undertakes in writing to comply with the same confidentiality obligations as provided herein. 5) shall not be copied, nor reproduced, not duplicated in whole or in part without the prior written authorization of the Disclosing Party otherwise than as strictly necessary for the Receiving Party to achieve the Objective. All complete and/or partial copies shall contain the same proprietary and confidential notices and legends which appear on the original Confidential Information. 6) Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. ARTICLE 3 — LIMITS TO OBLIGATIONS OF THE PARTIES 1) "Confidential Information" shall not include such information which the Receiving Party can prove: a. was in the public domain prior to or after disclosure but through no fault of the Receiving Party, or b. was already known by the Receiving Party at the time of disclosure, as evidenced by the Receiving Party's written records, or c. was lawfully received from a third party without fault of the Receiving Party and without restriction or breach of this Contract, or d. was used or disclosed with the prior written consent of the Disclosing Party, or e. was independently developed in good faith by employees of the Receiving Party who did not have access to the Confidential Information. Collier County Med Flight H135 Page 49 This document is the property of Airbus Helicopters.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. CAO AIRBUS H - Smart 2) In addition, the Seller shall have the right to disclose any Confidential Information received from Buyer to any subsidiary, parent company or any other affiliated company that needs to know such information for the purpose of the Objective. ARTICLE 4— MANDATORY DISCLOSURE The Receiving Party may disclose such portion of Confidential Information which it is legally required to disclose to satisfy a legal demand by a competent court of law or government body, provided however that in these circumstances, the Receiving Party shall forthwith prior to disclosure notify the Disclosing Party and, upon request, shall reasonably cooperate with the Disclosing Party in the event it elects to contest such disclosure. ARTICLE 5 — INTELLECTUAL PROPERTY 1) Transmission by one Party to the other Party of Confidential Information under this Contract shall not be construed (i) as expressly or impliedly granting the Receiving Party any Intellectual Property right (under any license or any other means) in respect of any items such as, without limitation, drawings and models, inventions, patents, trademarks, software, trade secrets, know-how, concepts or ideas in relation to such Confidential Information, or(ii) as a disclosure within the meaning of patent law. 2) The Parties undertake to comply with the notice of reservation of intellectual property and confidentiality indicated on the Confidential Information, if any. ARTICLE 6 — PROPERTY OF CONFIDENTIAL INFORMATION 1) Any and all Confidential Information transmitted by one Party to the other Party under this Contract, as also any copies, reproductions or duplications duly authorized and made for the sole purposes of the achievement of the Objective, and all rights related thereto, shall remain in any case the property of the Disclosing Party, subject to third parties' rights. 2) The Receiving Party shall promptly cease to use the Confidential Information and all copies thereof upon the written request of the Disclosing Party or upon termination of the Contract, and shall return (or destroy, as instructed by the Disclosing Party) such Confidential Information to the Disclosing Party. ARTICLE 7 — PROTECTED OR CLASSIFIED CONFIDENTIAL INFORMATION Nothing in this Contract shall replace or prejudice any government security classification referenced on any part of the Confidential Information.Any and all Confidential Information disclosed by the Parties under this Contract subject of a government security classification, shall be identified as such by the Disclosing Party at the time of disclosure. Disclosure, protection and use of such Confidential Information shall be made pursuant to the security procedures specified by the authorities concerned. Collier County Med Flight H135 Page 50 This document is the property of Airbus Helicopters.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUS H - Smart ARTICLE 8 — RIGHT TO DISCLOSE Each Party warrants that it has the right to disclose to the other all Confidential Information disclosed pursuant to this Contract. Collier County Med Flight H135 Page 51 This document is the property of Airbus Helicopters.No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of Airbus Helicopters nor shall its contents be disclosed.©Airbus Helicopters Inc.2016. AIRBUSHELICOPTERS Customer Information Form (Collier County MedFlight) Before entering into a commercial transaction with your company, Airbus Helicopters, Inc. must collect the information described below in order to comply with Airbus Anti-Money Laundering/Know Your Customer directive. Therefore, please provide the requested information in the space provided under each item or note that the information or document is attached and return the completed and signed form to your Sales Manager. Please note that the information collected may be transmitted to other Airbus employees and/or external advisors or regulatory authorities. Airbus will store and retain this information in accordance with its applicable policies and procedures. 1. The company's Certificate of Incorporation or Formation or the equivalent document filed to create the company in the state in which it was formed. Not Applicable 2. An organization chart showing the ownership structure of the company up to the ultimate owner(s). Not Applicable 3. The full name, date of birth and country of residence for each ultimate owner with more than 25% ownership or control of the company. Not Applicable 4. The full name, date of birth and country of residence of each member of the company's Board of Directors (or the equivalent governing body or individuals). Not Applicable 5. Identify the source of funding for the prospective transaction and describe the planned payment method, including the corresponding bank details (name & address of the bank, account number, name of the account holder, and other pertinent information, if any). 6. The company's latest audited financial statements or unaudited financial reports, if it does not have audited financials. In the case of a start-up company, the names of the existing or proposed main shareholders and the latest audited financial statement from the controlling shareholder(s) (or unaudited financials, if no audited financials exist). Not Applicable 7. State whether in the past five (5) years, the company or any of its owners, directors, or officers has been under investigation for any type of misconduct. Not Applicable 8. Dun & Bradstreet D-U-N-S number. Not Applicable Airbus Helicopters,Inc. 2701 N.Forum Drive Grand Prairie,TX 75052-7099 USA www.airbushelicoptersinc.com AIRBUSHELICOPTERS I, a duly authorized representative of Collier County EMS , hereby certify that the information provided herein is accurate, true and complete to the best of my knowledge. Signed by: Name: Title: Date: Privacy Notice: Airbus Helicopters, Inc. is collecting the above-referenced personal data, such as names and birthdates, to comply with anti-money laundering regulation requirements (which may include, to the extent applicable, European Directive 2005-60-EC dated 26 October 2005 and French Law n°2016-1691 dated 9 December 2016). This personal information will be stored for 15 years and will be processed by Airbus Helicopters, Inc. or its affiliates. Any person whose personal data is provided herein has the right to request an update of his/her personal data and this access right can be exercised by contacting your Sales Manager. Airbus Helicopters,Inc. 2701 N.Forum Drive Grand Prairie,TX 75052-7099 USA www,airbushelicopters.com Page 2 AIRBUSHELICOPTERS Customer Information Form Airbus Helicopters Inc. Anti-Money Laundering Committee Review and Approval: Review: Approval Signature: Oliver Schenzle—Chief Financial Officer Kevin Cabaniss—VP Legal Treg Manning—VP Commercial Sales Airbus Helicopters,Inc. 2701 N.Forum Drive Grand Prairie,TX 75052-7099 USA www.airbushelicopters.com Page 3 © UNITED STATES OF AMERICA—DEPARTMENT OF TRANSPORTATION OMB Control No.2120-0042 Federal Aviation Administration—Mike Monroney Aeronautical Center Collection Expires 4/30/2017 U.S.Department of Transportation AIRCRAFT REGISTRATION APPLICATION Federal Aviation Administration UNITED STATES REGISTRATION TYPE OF REGISTRATION(Check one box) N NUMBER ❑ 1. Individual A RCRAFT 0 2. Partnership MANUFACTURER 0 3. Corporation (Includes LLC's) AND MODEL 0 4. Co-Owner A RCRAFT 0 5. Government SERIAL 0 8. Non-Citizen Corporation NUMBER 0 9. Non-Otizen Corporation Co-Owner NAME(S)OF APPLICANT(S)[Person(s)shown on evidence of ownership.If individual,give last name,first name and middle initial.] TELEPHONE NUMBER: MAILING ADDRESS (Permanent mailing address for first applicant listed above.) NUMBER AND STREET: RURAL ROUTE: P.O.BOX CITY: STATE: Z P: PHYSICAL ADDRESS/LOCATION IF PO BOX OR RURAL ROUTE BOX USED FOR MAILING ADDRESS NUMBER AND STREET: DESCRIPTION OF LOCATION: CITY: STATE: Z P: 0 CHECK HERE/F YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion must be completed. A false or dishonest answer to any question in this application may be grounds for punishment by fine and/or imprisonment. (U.S.Code,Title 18,Section 1001) CERTIFICATION I/WE CERTIFY: (1) That the above aircraft is owned by the undersigned applicant who either is a citizen(inducing corporations)of the United States meets the aircraft registration citizenship requirements of 14 CFR Part 47 as: (CHECK AND COMPLETE a,b,or c) O a. A resident alien with alien registraton(Form 1-551)No. O b. A non-citizen corporation organized and doing business under the laws of(state) and said aircraft is based and primarily used in the United States. Records of flight hours are available for Inspection at O c. A corporation using a voting trust to qualify Enter name of trustee (2) That the aircraft is not registered under the laws of any foreign country;and (3) That legal evidence of ownership is attached or has been filed with the Federal Aviation Administration. NOTE: If executed for co-ownership,all applicants must sign. Use next page if necessary. SIGNATURE: DATE: 1 TYPED/PRINTED TITLE: NAME: SIGNATURE: DATE: 2 TYPED/PRINTED TITLE: NAME: SIGNATURE: DATE: 3 TYPED/PRINTED TITLE: NAME: NOTE:14 CFR§47.31(c)provides for the operation of an airworthy U.S.aircraft up to 90 days within the Unites States, pending receipt of a registration certificate,when a copy of its application for registration is carried in the aircraft. AC Form 8050-1(03/16) 1 AIRBUS Customer Logo CUSTOMER ACCEPTANCE CHECKLIST— H135 Aircraft Serial Number: No. ITEM Accept Reject 1 Aircraft Documentation - Review with Quality Assurance Representative - Airworthiness Certificate - Registration Certificate - Log Book - Flight Manual - Revision Status and Flight Manual Supplements Weight& Balance Data Appropriate Avionics Manual 2 Configuration and Equipment in Accordance with Purchase Agreement VEMD---- 3 Preflight Inspection - General Condition - Exterior Lights Paint - Proper Color and Condition Interior-Proper Fabric and Condition 4 Cockpit Check - Seat& Pedals - as desired - Seat Belt & Shoulder Harness - Collective -Down and Latched - Twist Grips -Neutral - BAT Master Switch: ON; CDS Internal - Test Sequence; CDS Passed - Fire EW 1/2: Test - CDS/WARN Unit.Test: Test - Fuel XFER Pumps: Test/ON - CDS Fuel Quantity: Check - FADEC Switches 1/2: ON 5 Engine Start - Normal Engine Start - Ground Idle: N2 Approximately= 74% - Hydraulic Check - Second Engine: Start - Ground Idle: N2 Approximately= 74% - Fuel XFER Pumps: ON - Fuel Prime Pumps: OFF - Both Engine Main Switches: Flight - SAS Pre-Takeoff Check 6 - Nr/N2 = 97% - Engine and XMSN Instruments S AIRBUS Customer Logo 6 - Warning, Caution & CDS Indications 7 Flight - Engine and Flight Instruments - Vibration Level - Hover - Vibration Level - Cruise - Autopilot 8 Avionics - VHF COMM - FM COMM - VOR - ADF - Marker beacon - Transponder - GPS - RADAR Altimeter - Other( ) 9 Miscellaneous Equipment - Cargo Hook/Swing - Stereo - Air Conditioning - Rear Speakers - Rear Headset Jacks - FLIR - Night Sun - Other( ) 10 Shut-down - Rotor Brake - Post flight inspection I I Other Aircraft Serial Number: Date: Contract No.: Aircraft Hours: Customer's Signature: AHI Rep: 452ORM APPROVED OMB NO.2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ 10.00 + o.v.c. THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: REGISTRATION NUMBER N AIRCRAFT MANUFACTURER & MODEL AIRCRAFT SERIAL No. DOES THIS DAY OF , 2018 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: Do NOT WRITE IN THIS BLOCK FOR FAA USE ONLY NAME AND ADDRESS W (IF INDIVIDUAL(S), GIVE LAST NAME,FIRST NAME,AND MIDDLE INITIAL.) N U re 0 DEALER CERTIFICATE NUMBER AND TO THEIR SUCCESSORS, AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF. IN TESTIMONY WHEREOF we HAVE SET our HAND AND SEAL THIS DAY OF , 2018. NAME (S) OF SELLER SIGNATURE (S) TITLE (TYPED OR PRINTED) (IN INK)(IF EXECUTED FOR (TYPED OR PRINTED) CO-OWNERSHIP,ALL MUST SIGN.) cc W -J -J W N ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTURMENT.) AC Form 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition A 9 OJ CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 02/07/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH USA INC. NAME: PHONE FAX 1050 CONNECTICUT AVENUE,SUITE 700 (A/C.No.Ext): (A/C,No): WASHINGTON,DC 20036-5386 E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# CN117118805-AEC-GAWX-19-20 INSURER A:XL Insurance America Inc 24554 INSURED INSURER B:General Casualty Company of Wisconsin Airbus Helicopters,Inc. 2701 North Forum Drive INSURER c:North Pointe Insurance Company Grand Prairie,TX 75052 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: CLE-006394599-13 REVISION NUMBER: 7 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LTRINSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X GLUS00087865LI19A 01/01/2019 01/01/2020 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 500,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JERC7 LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY CBA1353124 01/01/2019 01/01/2020 COMBINEDSINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Peraccident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ COMP/COLL DED $ 1,000 A X UMBRELLA LIAB X OCCUR UMUS00088585L119A 01/01/2019 01/01/2020 EACH OCCURRENCE $ 4,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 4,000,000 DED X RETENTION$25,000 $ C WORKERS COMPENSATION WCF01QVX01 01/01/2019 01/01/2020 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ i DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County,a political subdivision of the State of Florida is included as additional insured where required by written contract with respects to General Liability,Auto Liability and Umbrella Liability. i CERTIFICATE HOLDER CANCELLATION Collier County, SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE a political subdivision of the State of Florida THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN c/o Collier County MedFlight ACCORDANCE WITH THE POLICY PROVISIONS. 2375 Tower Drive Naples,FL 34104 AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee k e—,....a-cs- ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD MARSH Marsh USA David A.Ekes Managing Director 500 Dallas Street,Suite 1500 Houston,TX 77002 Phone:713-276-8515 Fax: 713-276-8664 E-Mail: david.ekes@marsh.com CERTIFICATE OF INSURANCE (Sometimes referred to herein as "this Certificate") Subject to all of the below referenced Policy(ies)' declarations, insuring agreements, conditions and exclusions (including but not limited to limits of liability, deductibles,warranties and/or endorsements contained therein) (hereinafter, the"Policy(ies)' Terms"), this is to certify to: Collier County, a political subdivision of the State of Florida c/o Collier County MedFlight 2375 Tower Drive Naples, FL 34104 (Sometimes referred to herein as "the Certificate Holder(s)") that the Insurers referred to below, each for their own part and not one for the other, are providing the following insurance: NAMED INSURED(S): Airbus Helicopters, Inc. ("AHI") (hereinafter, the "Named Insured(s)") NAMED INSURED(S)' ADDRESS: ): located at 2701 N Forum Drive, Grand Prairie, Texas 75052 (hereinafter, the"Named Insured(s)'Address") POLICY PERIOD: 1 January 2019 to 31 December 2019 on both dates at 12:01AM local time in effect at the Named Insured(s)Address (hereinafter, the"Policy Period") POLICY(IES) (hereinafter, the "Policy(ies)")/INSURERS (hereinafter, "Insurers")/POLICY NUMBERS: Allianz Global Risks US Insurance Company c/o Allianz Global Corporate& Specialty 1 Chase Manhattan Plaza, 37th Floor New York, NY 10005 Policy Number: Al PR000662419AM SEVERAL LIABILITY NOTICE: The subscribing Insurers' obligations under contracts of insurance to which they subscribe are several and not joint and is limited solely to the extent of their individual subscriptions. The subscribing Insurers are not responsible for the subscription of any co-subscribing insurer who for any reason does not satisfy all or part of its obligations. LSW 1001 (Insurance) GEOGRAPHICAL LIMITS: Worldwide. DESCRIPTION OF CONTRACT(S) TO WHICH THIS CERTIFICATE APPLIES: Aircraft purchase agreement between the Certificate Holder and the Named Insured regarding the Equipment(as described below) (hereinafter, the"Contract"). Airbus Helicopters Cert: Collier County(Aircraft purchase$5M).docx IIPS MARSH DESCRIPTION OF EQUIPMENT INSURED: Any aircraft owned by, operated by, or in the care, custody, and control of the Named Insured (hereinafter, the"Equipment") Summary of some of the more significant insurance coverage(s), limit(s) of liability and deductible(s) of the Policy(ies) LIMIT(S)OF LIABILITY INSURANCE COVERAGE(S) NOTE: AGGREGATE LIMITS WILL DEDUCTIBLE(S) BE REDUCED DUE TO PAID CLAIMS WITHOUT FURTHER NOTICE TO THE CERTIFICATE HOLDER(S) Aviation liability insurance Combined single limit(bodily injury, US$1,250 (or tariff, whichever including, inter alia, bodily injury property damage, personal injury is greater) each and every liability, property damage liability, (passengers only)) US$5,000,000 claim as respects baggage passenger legal liability, contractual any one occurrence/offense and in liability. liability, personal injury liability, the annual aggregate as respects hangarkeepers' liability, products personal injury liability, subject to US$10,000 (or tariff, whichever and grounding liability, premises the following sublimits which are is greater) each and every liability, dram shop liability, cargo included within and not in addition claim as respects cargo liability. liability. to the limit set forth above: Coverage includes liability arising Extended Coverage For fixed and rotor wing out of the use by the Named Endorsement (Aviation aircraft: 10% of the loss with a Insured(s) of any premises owned, Liabilities) a.k.a. AVN52E: minimum of USD 1,500 any leased or occupied by the Named US$5,000,000 any one occurrence one occurrence and with a Insured(s) which relate to the and in the annual aggregate maximum of USD 20,000 any Named Insured(s)' airline (sublimit not applicable to one occurrence as respects to operations. passengers) hangarkeepers' liability Coverage includes liability arising out of the use by the Named Personal injury liability (to third Insured(s) of any automobile or parties other than passengers): mobile equipment operated by the US$5,000,000 any one occurrence, Named Insured(s) while on any one offense, and in the annual restricted airport premises. aggregate, Aircraft hull insurance* covering Aircraft agreed value as stated in Each loss,each aircraft: all aircraft owned or operated by the the Description of Equipment aircraft type hull deductible Named Insured(s) including engines Insured section above, subject to a Ec135 US25,000 and other equipment while attached maximum agreed value of H130 US$25,000 to said aircraft, or removed US$50,000,000 any one aircraft therefrom and not replaced. (inlcuding aircraft engine(s), part(s), Deductibles not applicable to total component(s), and/or equipment loss, constructive total loss or *ground,taxiing and flight risks attached thereto). arranged total loss. In the event of an occurrence involving the application of more than one deductible then the highest deductible shall be applied as an aggregate deductible for all losses arising out of such occurrence Airbus Helicopters Cert: Collier County(Aircraft purchase$5M).docx MARSH SPECIAL PROVISION(S) Solely as respects: (i) the Insurance Coverage(s) noted above, (ii) the Contract(s) and only to the extent of the insurance requirements and/or the Named Insured(s)' indemnity obligations under the Contract(s), subject to all of the Policy(ies)' Terms applying, (iii) the Equipment (if applicable) and (iv) the operations of the Named Insured(s),the following provision(s)apply(ies): NOTE: The term "Additional Insured(s)" when used in the following Special Provision(s) in the context of other than Aviation Liability Insurance is for sole purpose of identifying party(ies) to the Contract(s) (or others party(ies), as may be required) and shall not be construed as providing any rights to said party(ies) other than as provided under the Policy(ies). Solely as respects aircraft liability insurance: Collier County Board of County Commissioners, its respective directors, officers, employees, agents, servants, partners, affiliates, successors and assignees of each referred to above is/are included as additional insured(s) (the"Additional Insured(s)") as their respective interests may appear, warranted no operational interest. Solely as respects Aircraft Liability Insurance: This insurance is primary without right of contribution from any other insurance which is carried by the Additional Insured(s). As respects all coverages: In the event of cancellation of the Policy(ies) by Insurers or adverse material change of the Policy(ies) by Insurers, Insurers agree that such cancellation or change shall not be effective as to the Additional Insured(s) until thirty (30) days / ten (10) days in the event of cancellation due to non-payment of premium / (seven (7) days or such shorter period as respects to war coverage) after issuance of notice to the Certificate Holder(s) (through Marsh USA) at the address(es) shown on the first page of this Certificate. If this Certificate(which for the purposes of this and the next paragraph only also includes any Broker Letter issued in connection with this Certificate) contain(s) provision(s) to give notice of certain events (as undertaken by us in this Certificate) ("Events") to the Certificate Holder(s) and if those Events occur with respect to the Policy(ies), said notice(s)will be sent to the Certificate Holder(s)at the address(es)shown on the first page of this Certificate. Because this Certificate initially may be transmitted via electronic mail or means other than the U.S. Postal Service, if there is/are no address(es) shown above or if the address(es) shown above is/are incomplete, out of date or incorrect, it is incumbent upon the applicable Certificate Holder(s) to notify Marsh USA (in writing, at the above address) of the correct address(es). Failure to do so will relieve Marsh USA of any obligation to notify the applicable Certificate Holder(s)of any Events relating to the Policy(ies)other than to the address(es) (to the extent they are complete)shown on the first page of this Certificate UNLESS, prior to the Events occurring, the applicable Certificate Holder(s) provide(s) Marsh USA (in writing, at the above address)with the correct address(es), in which case Marsh USA will be obligated to provide notice of Events to the applicable Certificate Holder(s)as undertaken by us in this Certificate. This Certificate(and unless otherwise noted herein,the coverage(s)afforded the Certificate Holder(s) (and/or those designated as additional insured(s)and/or loss payee(s)and/or otherwise) under this Certificate and/or the Policy(ies))shall automatically terminate,without further notice, upon the earliest of(i) natural expiration of the Policy(ies) on the date shown above; (ii) cancellation of the Policy(ies) prior to the natural expiration date (as notified to the Certificate Holder(s) in accordance with the provisions of this Certificate); (iii) termination of the Contract(s), except with respect to airline liability insurance required to be maintained after contract termination, in accordance with the provisions of the Contract(s); (iv) (solely with respect to this Certificate and not with respect to the coverage(s) afforded the Certificate Holder(s) (and/or those designated as additional insured(s) and/or loss payee(s) and/or otherwise) under this Certificate and/or the Policy(ies)) our ceasing to be the insurance broker for the Named Insured(s) in respect of the Policy(ies); and/or(v)in the case of aircraft hull insurance and/or aircraft spare parts insurance,termination of either the Named Insured(s)' or the Certificate Holder(s)' (and/or those designated as additional insured(s) and/or loss payee(s)and/or otherwise) under this Certificate and/or the Policy(ies) insurable interest(s) in the Equipment (and in the latter cases,only with respect to those particluar Certificate Holder(s)(and/or those designated as additional insured(s)and/or loss payee(s)and/or otherwise) under this Certificate and/or the Policy(ies)). This Certificate: (i)does not consitute a contract between Insurers, Marsh USA and the Certificate Holder(s); (ii) is issued as a summary of the Policy(ies) referred to herein; (iii) is issued as a matter of information only; (iv) confers no rights upon the Certificate Holder(s) (and/or any other party that may be named in this Certificate as additional insured(s), loss payee(s), contract party(ies) or otherwise) other than those Airbus Helicopters Cert: Collier County(Aircraft purchase$5M).docx O. MRH provided by the Policy(ies); (v) neither affirmatively nor negatively alters, extends or amends any of the Policy(ies)' Terms; and, (vi) notwithstanding any requirement, term or condition of any contract, agreement or other document with respect to which this Certificate may be issued or may pertain, is subject always to the Policy(ies)' Terms. The undersigned has been authorized by the above Insurers to issue this Certificate on their behalf and is not an insurer and has no liability of any sort under the Policy(ies) as an insurer as a result of this certification. Date of Issue: January 1, 2019 cw7.cf' 4 • Marsh USA Airbus Helicopters Cert:Collier County(Aircraft purchase$5M).docx