Agenda 07/13/2021 Item #16E 2 (Agreement #21-005-NS to Safran Helicopter Engines USA)07/13/2021
EXECUTIVE SUMMARY
Recommendation to award Agreement No. 21-005-NS, “Support By the Hour Agreement,” with
Safran Helicopter Engines USA, Inc., for helicopter engine maintenance and parts replacement for
the recently acquired 2019 Airbus helicopter, and approve annual expenditures in excess of $50,000
as a sole source.
OBJECTIVE: The purpose of this contract is to limit major engine maintenance and overhaul expenses
to the engines installed on the recently acquired Collier County EMS helicopter.
CONSIDERATIONS: Safran Helicopter Engines, Inc. (“Safran”) is the manufacturer of the Arrius
2B2+ engines installed on the Medflight helicopter and is the only authorized vendor (the “sole source”)
to perform the overhaul of these engines. This depot maintenance contract provides the following
services:
) Repair of Equipment for unscheduled removals requiring Level 3 or 4 maintenance.
) Overhaul of Equipment.
) Replacement of Life-Limited Parts.
) Replacement of parts due to erosion or corrosion when not the primary cause of removal.
) Use of a rental engine at program hourly rate when required during repairs or overhaul of
Covered Equipment.
) Complete Engine Maintenance.
) Standard Exchange of Repairable Accessories as appropriate to replace Repairable
Accessories covered by this Agreement.
) Supply of consumables and non-repairable LRU’s (line replaceable units) to include
provisioning at Customer’s site; and
) Transportation costs for shipment of engines and spare parts to Customer.
The contract will limit major engine maintenance and overhaul expenses through the assessment of
monthly charges based on a fixed rate for each hour of equipment operation. Because rates are based on
hourly operation, it provides for more predictable maintenance costs. In addition, if a major par t should
break, its replacement is included in the cost of the contract instead of requiring the County to purchase
the replacement part, which could be several hundred thousand dollars.
We currently have a Maintenance Agreement (Contract No.11-5773) with Safran (formerly known as
Turbomeca USA, Inc.) for the 1999 Airbus helicopter that still exists in EMS fleet and this contract will
go into effect for the engine maintenance on the newly acquired 2019 Airbus helicopter.
Pursuant to Section Eleven, sub-paragraph 10 of the Collier County Procurement Ordinance 2013-69, as
amended, staff requests that the Board find that it is in the best interest of the County to purchase
helicopter engine maintenance and parts replacement for the recently acquired 2019 Airbus helicopter,
warranty repair, installation, parts, service, and related materials from the Safran Helicopter Engines
USA, Inc. as a sole source vendor. Staff requests authorization to make these purchases from Safran FY
2021 thru FY 2026 in a not to exceed amount of $200,000 per fiscal year.
The Agreement term shall commence upon Board approval and remain in effect for a five year period
with an additional five-year renewal period. Staff requests Board approval to proceed with the renewal of
Agreement # 21-005-NS upon the end of the initial term for an additional five-year period along with
authorization to make expenditures in excess of $50,000 per fiscal year based upon the sole source
waiver, and as allowable under the Procurement Ordinance at Section Three, subsections 3 and 4, and
16.E.2
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07/13/2021
Section Eleven, subsection 14. The renewal will be based on written approval of both parties to renew,
and a thorough review by staff to confirm that this vendor is the sole source provider of these services.
LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote
for Board approval. -SRT
FISCAL IMPACT: Funds that have been allocated for maintenance on the 2019 Airbus helicopter
should not exceed the amount of $200,000 per fiscal year. Due to the age of the helicopter, it is not
projected that significant maintenance services will be needed.
GROWTH IMPACT: There is no Growth Management Impact resulting from this action.
RECOMMENDATION: That the Board: (1) award Agreement No. 21-005-NS, “Support by the Hour
Agreement,” with Safran Helicopter Engines USA, Inc., as a sole source vendor, (2) approve the annual
expenditures in excess of $50,000 against the agreement, (3) approve an additional five year renewal
period and expenditures in excess of $50,000 made for the renewal period, and (4) authorizes the Chair to
sign the attached Agreement.
Prepared by: Tabatha Butcher, Chief, Emergency Medical Services
ATTACHMENT(S)
1. (linked) 21-005-NS_Safran_vendorsigned (PDF)
2. FY21 Waiver Request 028 - Safran (002) (PDF)
3. 21-005 - NS Safran COI (PDF)
16.E.2
Packet Pg. 1999
07/13/2021
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.E.2
Doc ID: 16239
Item Summary: Recommendation to award Agreement No. 21-005-NS, “Support By the Hour
Agreement,” with Safran Helicopter Engines USA, Inc., for helicopter engine maintenance and parts
replacement for the recently acquired 2019 Airbus helicopter, and approve annual expenditures in excess
of $50,000 as a sole source.
Meeting Date: 07/13/2021
Prepared by:
Title: Accounting Technician – Emergency Medical Services
Name: Erin Page
06/10/2021 2:19 PM
Submitted by:
Title: Division Director - EMS Operations – Emergency Medical Services
Name: Tabatha Butcher
06/10/2021 2:19 PM
Approved By:
Review:
Emergency Medical Services Tabatha Butcher Director Review Completed 06/10/2021 2:46 PM
Procurement Services Caroline Blevins Level 1 Purchasing Gatekeeper Completed 06/10/2021 4:09 PM
Procurement Services Sue Zimmerman Additional Reviewer Completed 06/10/2021 4:20 PM
Agenda Clerk Preview Michael Cox Agenda Clerk Preview Completed 06/16/2021 5:11 PM
Procurement Services Sandra Herrera Additional Reviewer Completed 06/23/2021 1:28 PM
County Attorney's Office Scott Teach Level 2 Attorney Review Completed 06/23/2021 2:42 PM
Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 06/24/2021 8:17 AM
Office of Management and Budget Laura Wells Additional Reviewer Completed 06/24/2021 4:01 PM
County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Completed 06/24/2021 4:17 PM
County Manager's Office Sean Callahan Level 4 County Manager Review Completed 07/01/2021 8:27 AM
Board of County Commissioners Geoffrey Willig Meeting Pending 07/13/2021 9:00 AM
16.E.2
Packet Pg. 2000
Collier County
Instructions Waiver Request Form
Completed waiver requests accompanied by any associated backup documentation (sole source letter, business case, etc.) must be
submitted to the division’s Procurement Strategist for any procurement, without competition, in excess of $3,000. Waiver requests
greater than $50,000 will require approval by the Board of County Commissioners.
Sole source refers to a procurement where the selection of one particular supplier to the exclusion of all others may be based on having
only one supplier in the market place, proprietary technology, copyright, patent, or a supplier’s unique capability.
Single source refers to a procurement directed to one source because of standardization, warranty, geographic territory, or other factors,
even though other competitive sources may be available.
Requester Name:
Division:
Item/Service:
Vendor Name:
Historical
Countywide
Spend: ______________________
Requested
date range: _____________
Not to Exceed
per Fiscal Year: _______________
Is there an agreement associated with this
waiver to be reviewed by Contracts?
Yes No
Sole Source
Single Source
One Time Purchase
Multiple Purchases
Description of Purchase: Enter a description of the item(s) that will be purchased under this waiver.
Purpose: Describe in detail, the public purpose of the requested item(s) and why it is essential to County operations.
Information Technology: Select Yes if the products/services are related to Information Technology. If yes, please provide the Purchasing
Compliance Code (PCC) number or email approval documentation.
Yes No If yes, provide the PCC number:__________________________________________________
Steven Adams EMS / Helicopter Operations
Engine(s) Support By the Hour Safran
$200,000/yr FY20-FY25 $200,000
Safran Helicopter Engines is the manufacturer of the Arrius 2B2+ engines installed on the Medflight helicopter and the only
authorized vendor to perform the overhaul of these engines. This depot maintenance contract provides the following services:
1) Repair of Equipment for unscheduled removals requiring Level 3 or 4 maintenance;
2) Overhaul of Equipment;
3) Replacement of Life-Limited Parts;
4) Replacement of parts due to erosion or corrosion when not the primary cause of removal;
5) Use of a rental engine at program hourly rate when required during repairs or overhaul of Covered Equipment;
6) Complete Engine Maintenance;
7) Standard Exchange of Repairable Accessories as appropriate to replace Repairable Accessories covered by this
Agreement;
8) Supply of consumables and non-repairable LRU’s (line replaceable units) to include a provisioning at Customer’s site; and
9) Transportation costs for shipment of engines and spare parts to Customer.
The purpose of this contract is to limit major engine maintenance and overhaul expenses to the engines
installed on the recently acquired County helicopter. It is essential to maintain the helicopter IAW
Helicopter Operation's Maintenance procedures, Federal Aviation Administration regulations, and
manufacturer's maintenance schedule for the safe operation of the aircraft and its occupants. The
contract with Safran will provide more predictable maintenance costs because rates are based on
hourly operation of the aircraft. In addition, if a major part should break, its replacement is included in
the cost of the contract verses the County's need to purchase the replacement part, which could be
several hundred thousand dollars.
✔
✔
✔✔
16.E.2.b
Packet Pg. 2001 Attachment: FY21 Waiver Request 028 - Safran (002) (16239 : Recommendation to award Agreement No. 21-005-NS Safran Helicopter Engines
Justification: Identify the criteria that qualifies this purchase as a sole or single source. Select from the list below.
Check all that apply (if box is checked, please make sure to provide an explanation below):
Sole Source
Only Authorized Vendor or Distributor: Is this vendor the only vendor authorized to sell this product/service? If yes, explain
below and provide documentation from the manufacturer confirming claims made by the distributors.
No Comparable Product or Service: Is there another vendor who can provide a similar product/service, regardless of cost,
convenience, timeliness, etc.?
Product Compatibility: Does this product/service provide compatibility with existing equipment that prohibits switching to
another comparable brand/vendor? If yes, provide the detailed explanation below, including what would occur if the other brand/vendor
were used.
Proprietary: Is this product/service proprietary? If yes, provide a detailed explanation below on how its use is restricted by
patent, copyright or other applicable laws and provide documentation validating that claim.
Single Source
Standardization: Is this product/service part of a purchase that the County has already standardized on? If yes, please provide
the detailed information below.
Date of BCC Standardization: ___________________ BCC Agenda Item number: __________________
Warranty: Is this the only vendor able to complete factory-authorized warranty services on County owned equipment? If yes,
provide the documentation verifying the warranty.
Geographic Territory: Is this vendor the only vendor authorized to sell this product/service in our region? If yes, provide
documentation from the manufacturer confirming those claims.
Other Factors: Any other reason not listed above, explain below.
Explain: How does this purchase meet the identified sole or single source criteria listed above?
All parts and service related to the maintenance of the helicopter engines are governed by applicable
Federal Aviation Administration regulations which mandates parts/service items must be approved by
the FAA for the individual OEM. No unauthorized parts or service may be applied to the aircraft outside
of the provided service manuals provided by the OEM and approved by the FAA. The helicopter engine
parts must be replaced and maintained by the original manufacturer or warranties will become void.
Pursuant to Section Eleven, sub-paragraph 10 of the Collier County Procurement Ordinance 2013-69,
as amended, staff requests that it is in the best interest of the County to purchase helicopter engine
maintenance and parts replacement for the recently acquired 2019 Airbus helicopter, warranty repair,
installation, parts, service, and related materials from the Saffran Helicopter Engines USA, Inc. as a
sole source vendor.
✔
✔
✔
✔
16.E.2.b
Packet Pg. 2002 Attachment: FY21 Waiver Request 028 - Safran (002) (16239 : Recommendation to award Agreement No. 21-005-NS Safran Helicopter Engines
How was the decision made to use this vendor? Describe in detail if a formal standardization process was performed via
Procurement or if there is a historical precedence established for the use of the product, please explain purchase and use history and the
current level of County investment in the product.
Explain why it is in the County’s best interest to use this product/service rather than issuing a competitive solicitation: What are
the benefits from the continued use? Are there costs that would be incurred if a different vendor/product was used? What would occur if
another brand/vendor was used?
Explain how this pricing compares to other vendors/products and is it considered to be fair and reasonable: Provide information
on historical use and whether pricing has increased/decreased. If sole source and no other product is available, provide the cost for
addressing the needs via an alternate approach.
Will this purchase obligate the County to future ancillary products or services? Either in terms of maintenance or standardization.
Yes No
If yes, explain what types:
Collier County used competitive bids >20 years ago as well as recently to choose the type of helicopters
and engine deployed in the County. Collier County currently has an agreement with Safran for the
engine parts of the existing helicopter and this contract will go into effect for the engine maintenance of
the newly acquired 2019 Airbus helicopter.
The county made a decision to single source the use of SAFRAN given the 20+ year relationship with
the County. The County has the new helicopter with a SAFRAN engine in possession and engine
maintenance will be required for the lifespan of the aircraft. If a vendor other than Safran was used for
engine part replacement the warranty would be void with Safran. The use of competitive quotes and
bids would also risk a longer out of service time for the aircraft to obtain parts and services.
The contract will limit major engine maintenance and overhaul expenses through the assessment of
monthly charges based on a fixed rate for each hour of equipment operation. Because rates are based
on hourly operation, it provides for more predictable maintenance costs. In addition, if a major part
should break, its replacement is included in the cost of the contract verses the County’s need to
purchase the replacement part, which could be several hundred thousand dollars.
N/A
✔
16.E.2.b
Packet Pg. 2003 Attachment: FY21 Waiver Request 028 - Safran (002) (16239 : Recommendation to award Agreement No. 21-005-NS Safran Helicopter Engines
Market research and market alternatives: When was the last time a market evaluation was performed to determine if either the
technology or vendor offerings have changed? Based on the life expectancy of the product, when do you anticipate evaluating the market
again? Please attach a detailed market evaluation report should the complexity, duration, and dollar amount of the purchase be a high risk
to the County.
It is a felony to knowingly and intentionally circumvent a competitive process for commodities or services by fraudulently
specifying sole source to obtain a benefit for any person or to cause unlawful harm to another. Florida Statute 838.22(2).
Requested by:
Signature:
Date:
Division Director:
Signature:
Date:
Department Head: Required if over $50,000
Signature:
Date:
Procurement Strategist:
Signature:
Date:
Procurement Director:
Or designee
Signature:
Date:
For Procurement Use Only:
Approved Requesting Additional Information Requires RFI/Intent to Sole Source Rejected
Procurement Comments:
Current FY Approval Multi-Year Approval
Start Date: ______________ End Date: __________
2015-2019 during the process of choosing the next medical configured helicopter and engine purchase
for Collier County.
Future market research would be completed if a new aircraft is purchased or Safran offered other
alternatives for engine parts replacement.
Steve Adams
Tabatha Butcher
Sean Callahan
Sara Schneeberger
Catherine Bigelow
07/13/2021 03/09/2026
AdamsSteven
Digitally signed by
AdamsSteven
Date: 2020.10.26 08:36:51
-04'00'
ButcherTabatha
Digitally signed by
ButcherTabatha
Date: 2021.06.23 08:16:47
-04'00'
CallahanSean Digitally signed by CallahanSean
Date: 2021.06.23 08:25:53 -04'00'
SchneebergerS
ara
Digitally signed by
SchneebergerSara
Date: 2021.06.23 11:28:27
-04'00'
BigelowCatheri
ne
Digitally signed by
BigelowCatherine
Date: 2021.06.23 11:41:20
-04'00'
✔
✔
16.E.2.b
Packet Pg. 2004 Attachment: FY21 Waiver Request 028 - Safran (002) (16239 : Recommendation to award Agreement No. 21-005-NS Safran Helicopter Engines
16.E.2.c
Packet Pg. 2005 Attachment: 21-005 - NS Safran COI (16239 : Recommendation to award Agreement No. 21-005-NS Safran Helicopter Engines USA)
16.E.2.c
Packet Pg. 2006 Attachment: 21-005 - NS Safran COI (16239 : Recommendation to award Agreement No. 21-005-NS Safran Helicopter Engines USA)
16.E.2.c
Packet Pg. 2007 Attachment: 21-005 - NS Safran COI (16239 : Recommendation to award Agreement No. 21-005-NS Safran Helicopter Engines USA)
or SAFRAN
HELICOPTER ENGINES
BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY FLORIDA
(21=005=NS)
*************************
SUPPORT BY THE HOUR AGREEMENT
COMPLETE ENGINE MAINTENANCE
LEASING
FOR SAFRAN HELICOPTER ENGINES GAS
TURBINE
ARRIUS 2132+ ENGINE SERIAL NUMBERS
33147 AND 33151
AIRCRAFT 2105
*************************
AGREEMENT No. 20.004.SBH
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 1 of 50
HELICOPTER ENGINES
This Support By the our Agreement (the "Agreement") is made by and between:
Safran Helicopter Engines USA, Inc (SafranHE USA) or("Contractor")
A company incorporated under the Laws of United States of America with registration number 75-1711969 and whose
registered office is at 2709 Forum Drive, Grand Prairie, Texas 75052, United States of America, and represented by Mr.
Thierry DERRIEN acting as President & Chief Executive Officer.
On the one hand,
And
Board of County Commissioners of Collier County Florida,
a political subdivision of the State of Florida, ("County' or "Customer) whose registered office is at 3301 E. Tamiami
Trail, 34112 Naples Florida, United States of America.
On the other hand,
Hereinafter collectively referred to as "the Parties" or individually as "the Party".
WHEREAS, SafranHE USA is engaged in the business of providing services of maintenance of aeronautical engines;
and
WHEREAS, Board of County Commissioners of Collier County Florida desires to limit major engine maintenance
expenses and SafranHE USA desires to provide the opportunity to Board of County Commissioners of Collier County
Florida to limit major engine maintenance expenses through the assessment of monthly charges based on a fixed rate
for each hour of equipment operation.
NOW,
THEREFORE, in consideration
of the mutual covenants and undertakings contained
herein,
and subject to and
on the
terms and conditions set forth in
this Agreement; the Parties agree as follows:
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 2 of 50
_8SAFRAN
Table of Contents
HELICOPTER ENGINES
ARTICLE
1 —DEFINITIONS
.............................................................................................................................................
5
ARTICLE
2 —
PURPOSE AND SCOPE OF THE AGREEMENT......................................................................................
7
ARTICLE
3 —
DURATION. . . . . . 4 . 1 4 4 . . 4 1 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I I I I I I I I I I I I I I p p p p p t . p 6 6 4 1 4 , p . . . 6 6 6 , , 6 . . . . . . . . . . . . . . . . . . . . . . . ....... ......... .......
8
ARTICLE
4 —
CONDITIONS TO QUALIFY FOR THIS AGREEMENT.................................................1........................I...
8
ARTICLE
5 —OBLIGATIONS
OF SAFRANHE USA AND COVERED SERVICES....................................................6......
8
ARTICLE
6 —
BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY FLORIDA'S OBLIGATIONS ..............
9
ARTICLE7
—
ORDERS..................................................................................................................................................
11
ARTICLE
8 —
DELIVERY BY SAFRANHE USA, I . 6 1 1 . 6 6 6 . 6 . . 6 6 . 6 . 6 1 6 . 6 6 6 . I . I I . . * . I I I * . . . . . . . . . . . . . . . . .
11
ARTICLE
9—
RETURN OF EQUIPMENT TO SAFRANHE USA....................................................................................
12
ARTICLE
10—
WARRANTY, INDEMNIFICATION, LIABILITY AND INSURANCE.........................................................
13
ARTICLE
11
— PRICING CONDITIONS.........................................................................................................................
17
ARTICLE
12
— CONDITIONS FOR PAYMENT..............................................................................................................
19
ARTICLE
13
— IMPORT & EXPORT CONTROL............................................................................................................
21
ARTICLE
14
—TERMINATION. I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I 1 1 4 4 4 1 4 1 4 4 4 1 1 1 1 . 1 4 . 1 4 1 1 1 1 1 4 1 1 6 1 1 1 1 1 4 . . I . . . . I I I . I . . 6 . I I I . I . . 1 6 6 1 . . I . . 6 6 . . 6 . 6 . I . . . . . . .
22
ARTICLE
15
—ASSIGNMENT AND TRANSFER, . p p p p 4 4 1 . I I I p 4 4 4 1 4 1 , , 4 1 4 1 4 4 4 4 4 ................... 64 .... 4,4.44 ..... 44 ... 4 ....... 6,66,6,6 ...
23
ARTICLE
16
—LAW AND JURISDICTION.....................................................................................................................124
ARTICLE
17
— MISCELLANEOUS.................................................................................................................................
24
ARTICLE
18
— CONFIDENTIALITY.. ...... 6..6 ... 6 ...................................... * . . . . . . t . . . I ' I ' I I . . . L I P I . . . . . . . . . . . . . . . . I ' ' I ' I I ' I I * I I I I . I * 1 4
27
ARTICLE19—ETHIC
.....................................................................................................................................................27
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 3 of 50 CAe P
SAFRAN
Appendices
HELICOPTER ENGINES
APPENDIX
A -AIRCRAFT
AND EQUIPMENT COVERED BY THIS AGREEMENT...................................I.................
30
APPENDIX
B —
LIST OF EQUIPMENT PROVIDED BY SAFRANHE USA UNDER TERMS OF AGREEMENT............
31
APPENDIX
C -
ADDITIONAL SERVICES TERMS AND CONDITIONS.........................................................................
32
APPENDIX
D -
EXCLUDED EVENTS............................................................................................................................33
APPENDIX
E -
HOURLY AND CYCLE RATE APPLICABLE TO THIS AGREEMENT ...................................................
34
APPENDIXF
-
N/A........................................................................................................................................................
36
APPENDIXG
-
N/A.........................................................................................................................................................
37
APPENDIX
H -
CERTIFICATE OF TITLE TRANSFER,, , 11 14,11,1111,61,14 4 4 4 414,1616 6 6 6 61.6 6 ... d ..... ............ 6666.6 ....................
6 38
APPENDIX
I - MONTHLY OPERATING REPORT, 1 4 1 1 1 1 1 1 6 4 6 4 4 4 4 v p & w d 6 6 r 6 6 d d w p d r m 6 6 6 6 6 6 6 4 4 6 6 m 4 4 4 1 d r w w w w w i
w w r m 6 & 39
APPENDIX
J -
SCHEDULED REMOVAL PLAN, I I I 1 4 4 1 1 1 1 6 1 1 1 6 6 1 4 1 4 1 6 6 1 6 6 6 1 6 1 1 1 1 1 6 6 6 * * 6 6 1 6 4 1 6 6 6 . 4 4 4 1 . . I . . I.
I.6.. 40
APPENDIX
K-
EQUIPMENT REMOVAL REPORT........................................................................................................42
APPENDIX
L-
LEASE AGREEMENT........................................................................................................6...................43
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 4 of 50
CAO
�...,�SAFRAN
ARTICLE 1 — DEFINITIONS
HELICOPTER ENGINES
"ACCESSORY" means any Engine accessory or item of Equipment as defined in Appendix B
"AFFILIATE" means any person (natural or legal entity) who directly or indirectly, controls, is controlled by or is under
the same control as Safran Helicopter Engines.
"AGREEMENT" means the present Support by the Hour agreement, including its appendices and any amendment
thereof.
"AIRCRAFT" means the aircraft that Covered Equipment is installed in, as identified in Appendix A.
"AIRCRAFT ON GROUND" or "AOG" is a situation where the Covered Equipment is unable to remain in service or is
neligible for return to service.
"BUY IN FEE" means the fee which corresponds to the Operating Hours and Cycles already consumed, prior to the
signature of the Agreement and/or any amendment thereof, and which has been or shall be invoiced to Board of County
Commissioners of Collier County Florida by SafranHE USA as per the Article 11.4 of this Agreement.
"CHANGE IN CONTROL" means control of an entity shall exist through the direct or indirect: control of fifty percent
(50%) or more of the nominal value of the issued equity share capital of the entity or of fifty percent (50%) or more of
the equity's shares entitling the holders to vote for the election of directors or persons performing similar functions, or
right by any other means to elect or appoint directors of the entity (or persons performing similar functions) who have a
majority vote.
"CIP" means carriage and insurance paid to a named location.
"COMPLETE ENGINE" means all of the modules as an assembly including Hydro Mechanical Unit ("HMU") or Fuel
Control Unit ("FCU") and does not include the Engine Electronic Control Unit ("EECU") /Digital Electronic Control
(1DECU").
"COMPLETE ENGINE MAINTENANCE" means that in the event Board of County Commissioners of Collier County
Florida's Engine requires removal for scheduled or unscheduled maintenance, SafranHE USA (directly or through one
of its Affiliates) shall supply Board of County Commissioners of Collier County Florida with a Complete Engine as a
Replacement Equipment.
"CONFIDENTIAL INFORMATION" means any and all information disclosed by one Party to another Party, in whatever
form and whether disclosed in writing, orally, by electronic means or otherwise provided always that where such
Information is disclosed orally, it shall be identified as confidential at the time of disclosure and, within thirty (30) Days
thereafter, shall be reduced to writing and communicated to the recipient Party. Confidentiality of information contained
n 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.
"CONSUMABLES" means all expendable material, non -repairable components such as, but not limited to, nuts, bolts,
sheet metal work, or low-cost parts such as, but not limited to, packing, gaskets, seals filters, etc.
"CORE UNIT" means Equipment that must be returned to SafranHE USA. This Equipment can be the Board of County
Commissioners of Collier County Florida's Equipment which is sent for Repair, the Equipment loaned by SafranHE USA
or the Repairable Accessory in exchange for the one provided by SafranHE USA as Standard Exchange Equipment.
"COVERED EQUIPMENT" means the Equipment specified in Appendix A hereto and other Equipment included as
Covered Equipment in accordance with Article 2.3 hereof.
"CUSTOMER PORTAL" means Safran Helicopter Engines' website (https://tools.safran-helicopter-
ngines.com/pg/en/home),
"CYCLE" means an operational gas generator cycle as reported in the Equipment log book/ log card, in accordance
with the Reference Documents. Cycles are recognized since the last general Overhaul (CSO) and since new (CSN).
"D.A.P." means delivery at place, to a named location.
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 5 of 50
SAFRAN
"DAY" means calendar day except where expressly specified as business day.
HELICOPTER ENGINES
"DESIGNATED CENTER" means any service, support or maintenance facility designated by SafranHE USA to Board
of County Commissioners of Collier County Florida where Services may be performed.
"EFFECTIVE DATE" means the date of signature of this Agreement by all Parties.
"EQUIPMENT" means according to context, an Engine, a Module, an Accessory or any component thereof which is
covered by this Agreement as defined in Appendix A and Appendix B hereto, as applicable.
"ENGINE" means a Safran Helicopter Engines gas turbine engine or any other Safran Helicopter Engines branded
engine, including its Modules and Accessories, as defined in Appendix A attached hereto.
"EXCLUDED EVENTS" means the supplies and services excluded as specified in Appendix D of this Agreement.
"FCA" means free carrier alongside to a named location.
"FIELD MAINTENANCE" means level 1 maintenance performed on the Equipment while fitted on the Aircraft in
accordance with the applicable Reference Documents.
"FOREIGN OBJECT DAMAGE (FOD)" means damage to the Engine resulting from the ingestion of any foreign object.
"LEASING EQUIPMENT" means Engine or Module owned by SafranHE USA and provided to Board of County
Commissioners of Collier County Florida during the Turn Around Time of Repair or Overhaul. The Engine or Module
shall remain SafranHE USA's property during the entire rental period. As soon as Board of County Commissioners of
Collier County Florida's Engine or Module is Repaired/Overhauled, the leasing Engine or Module supplied to Board of
County Commissioners of Collier County Florida shall be returned to SafranHE USA or Designated Center.
"LIFE -LIMITED PART" means a part which must be changed after its service life has expired.
"LRU" means any engine line replacement unit or item of Equipment as defined in Appendix B hereto.
"MANDATORY BULLETINS" means modifications required by a mandatory service bulletin from Safran Helicopter
Engines, modifications required by Safran Helicopter Engines suppliers or required by the applicable NAA. In any case,
Mandatory Modifications are limited to the Equipment covered by this Agreement.
"MODULE" means a sub -assembly of the Engine as described in the Engine maintenance manual.
"MODULAR MAINTENANCE" means maintenance performed on Equipment while removed from the Aircraft and in
accordance with the applicable Reference Documents.
"NATIONAL AVIATION AUTHORITY" or "NAA" means the aviation authority having jurisdiction over the Engines,
such as the Federal Aviation Administration, or the European Aviation Safety Agency, or such other equivalent national
aviation authority for that particular Board of County Commissioners of Collier County Florida.
"OEM" means original equipment manufacturer.
"ON CONDITION EQUIPMENT" means Equipment which is not subject to TBO.
"OPERATING HOUR" means an hour of operation of the Equipment as quoted in the Engine log book and/or Module
log card and calculated according to the Reference Documents. Operating Hours are recorded since the last Overhaul
(TSO) or since new (TSN) when the Engine/Module has not been previously Overhauled.
"OVERHAUL" whether scheduled or unscheduled, means the work required to enable the Equipment to begin a new
TBO period.
"REFERENCE DOCUMENTS" means the following Safran Helicopter Engines documents, and any amendments
thereto collectively, "Reference Documents":
1) Engine maintenance manual (field or modular maintenance),
Board of County Commissioners of Collier County Florida
SaffanHE USA
Agreement No 20.004.SBH
Page 6 of 50 p f4`
=
2) Service letters,
3) Safran Helicopter Engines service bulletins,
4) Maintenance tools catalog; and
5) Maintenance spare parts catalog.
HELICOPTER ENGINES
"REPAIR" shall mean the work defined in the Reference Documents which will enable the Equipment to return to
service.
"REPLACEMENT EQUIPMENT" means, if included as part of the Service in Article 5.1, Equipment that is used for
eplacement of Covered Equipment under a Lease agreement or Standard Exchange solution.
"SAFRAN HELICOPTER ENGINES" means Safran Helicopter Engines S.A.S, a French company, having its
registered office in Bordes 64511, France, and being the Engine's OEM.
"SafranHE USA OWNED EQUIPMENT" means Equipment owned by SafranHE USA or one of its Affiliates.
"SCHEDULED REMOVAL" means the removal of Equipment performed in accordance with the time intervals specified
n the Safran Helicopter Engines maintenance manual.
"SERVICEABLE EQUIPMENT" means Equipment in airworthy condition as defined by the Reference Documents and
the National Aviation Authority.
"SERVICES" means the services provided by SafranHE USA under this Agreement as specified in Article 5 thereof.
"SPARE PART" means spare parts to be used for field and/or modular maintenance procedures. Spare Parts are
dentified in the spare parts catalog issued by Safran Helicopter Engines.
"STANDARD EXCHANGE" means replacement of malfunctioning Covered Equipment with serviceable,
Repaired/Overhauled Equipment in working condition delivered from SafranHE USA stock irrespective of the previous
operator, place of operation, reason for its being handed in, operating hours/cycles available, or modification standard.
The Standard Exchange Engine supplied shall have a remaining potential at least equal to five hundred (500) hours. In
case of termination, expiration of this Agreement or Engine removal, standard exchange means replacement of
serviceable Covered Equipment with an Overhauled Engine or repaired Equipment as per article 14.3.1 of this
Agreement.
"TBO" means time between Overhaul as defined in the Reference Documents.
"TECHNICAL INFORMATION" means all information of a scientific or technical nature, in any oral, written or electronic
form, including without limitation, all technical data, assessments, reports, advice and recommendations provided by
SafranHE USA to Board of County Commissioners of Collier County Florida in the course of the performance of the
Services pursuant to this Agreement and any order made hereunder.
"TOOLS" means the tools identified in the Reference Documents.
"TURN AROUND TIME" or "TAT" means the lead time necessary for SafranHE USA to perform Repair or Overhaul.
The Turn Around Time shall be calculated from the receipt of Board of County Commissioners of Collier County
Florida's Equipment at the Designated Center until Board of County Commissioners of Collier County Florida's
Equipment is ready to leave the said Designated Center in accordance with the applicable Incoterms.
"UNSCHEDULED REMOVAL" means the removal of Equipment performed outside the time intervals or limit intervals
as specified in the Reference Documents.
Note: Words used in the singular shall include plural and vice versa unless contrary intention should appear.
ARTICLE 2 —PURPOSE AND SCOPE OF THE AGREEMENT
2.1. Purpose. The purpose of this Agreement is to specify the conditions under which SafranHE USA shall
provide to Board of County Commissioners of Collier Counfy Florida, and Board of County Commissioners of
Collier County Florida shall obtain from SafranHE USA, Services for Covered Equipment, as hereinafter
defined, at agreed upon rates and charges set forth in Article 11.
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 7 of 50
HELICOPTER ENGINES
SAFRAN
2.2, Scope. This Agreement only applies to the services listed in Article 5 herein (the "Services") and shall cover
such Services for the Covered Equipment defined in Appendix A attached hereto.
2.3. Covered
Equipment. This Agreement applies only to the Covered Equipment listed
in Appendix A. The
inclusion
as Covered Equipment of any Equipment not listed
in Appendix A must be
made In writing, and
signed by
SafranHE USA and Board of County Commissioners
of Collier County Florida.
ARTICLE 3 —DURATION
3.1. Initial Term. The
term of this Agreement shall
become effective
as of the
date of
signature
by both Parties
("Effective Date")
and shall remain in effect until
March 9, 2026, ("Expiration
Date").
3.2. Beyond this initial period, this Agreement may renew for successive one (1) five (5) year period, upon written
approval of the parties.
ARTICLE 4 —CONDITIONS TO QUALIFY FOR THIS AGREEMENT
4.1. Similar Equipment. As a condition to this Agreement, Board of County Commissioners of Collier County
Florida shall enroll under this Agreement any and all Equipment owned or operated by Board of County
Commissioners of Collier County Florida that are the same or of similar type to any of the Covered
Equipment.
4.2. Condition of Covered Equipment. Board of County Commissioners of Collier County Florida agrees that all
Equipment entering into this Agreement as Covered Equipment shall be in Serviceable Equipment.
4.3. Non -Zero Time Equipment. Subject to Article 11.4 of this Agreement, Board of County Commissioners of
Collier County Florida's non -zero time Equipment may be included as Covered Equipment after qualification
and approval by SafranHE USA. Qualification may consist of a power assurance check and inspection of the
Equipment by a SafranHE USA representative (at Board of County Commissioners of Collier County Florida's
primary facility) to determine the current condition of the Equipment, the results of which must be acceptable
to SafranHE USA. If deemed necessary by SafranHE USA, all Equipment records must also be made
available for review at Designated. Center, and must be acceptable to SafranHE USA after review and prior to
coverage.
ARTICLE 5 —OBLIGATIONS OF SAFRANHE USA AND COVERED SERVICES
5.1, Covered
Services.
SafranHE USA shall provide to Board of County Commissioners
of Collier County Florida
under the
terms and
conditions of this Agreement the following Services:
✓ Leasing of Engines for Unscheduled Removals requiring Level 3 or 4 maintenance.
✓ Repair of Engines for Unscheduled Removals requiring Level 3 or 4 maintenance.
✓ Leasing of Engines for Scheduled Removals.
✓ Overhaul of Engines for Scheduled Removals.
✓ Replacement of Life -Limited Parts.
✓ Modular Engine Maintenance.
✓ Erosion and Corrosion when not the primary cause of removal.
The following Services are also covered under this Agreement:
✓ Consumables and non -repairable Accessories as per the Reference Documents and as detailed in
Appendix C.
✓ Standard Exchange of Repairable Accessories listed in Appendix B.
✓ Standard Exchange of Accessories with TBO as per Appendix B.
✓ Level 1 and 2 training for 2 technicians.
✓ Transportation costs for shipment of engines and spare parts to Customer site.
✓ Tool Rental FOC for 5 days.
Board of County Commissioners of Collier County Florida
SafranHE USA _-
Agreement No 20.004.SBH Y y
Page 8 of 50
SAFRAN
HELICOPTER ENGINES
✓ No cost to Collier County if engine has correct EPC on test cell after a removal or incorrect EPC on
airframe.
5.2.
Mandatory Bulletins are included in the scope of this Agreement.
5.4.
SafranHE USA may decide to perform maintenance at the Board of County Commissioners of Collier County
Florida's primary facility, to avoid the need for the exchange or return of Covered Equipment to SafranHE
USA. In the event SafranHE USA elects to perform maintenance at Board of County Commissioners of Collier
County Florida's facility, SafranHE USA shall bear all related expenses for technician's labor and travel.
Premature Wear or Failure. In the event of a breakdown or deterioration of the Covered Equipment due to
defects in design, material, or workmanship in the manufacture, Repair or Overhaul of the Covered
Equipment ("Premature Wear or Failure"), SafranHE USA will replace or Repair the Covered Equipment,
provided, however, that the choice between replacement or Repair of Covered Equipment shall be made at
the sole discretion of SafranHE USA and in accordance with the manufacturer's criteria and specifications.
5.5.
SafranHE USA shall have sole discretion in determining the type or the extent of the Service necessary to
render the Covered Equipment back to a condition of Serviceable Equipment including choosing whether to
Repair, Overhaul or replace such Covered Equipment. In such case, SafranHE USA reserves the right to use
new or Serviceable Equipment used replacement parts for such work. Any replacement or Repair shall
remain subject to the provisions in Article 11 below.
5.6.
SafranHE USA's Right to Replace Parts. SafranHE USA reserves the right, at its sole discretion, to use
new or serviceable used replacement parts in the course of Repair or Overhaul performed pursuant to this
Agreement.
5.7.
List Of Applicable Publications. Safran HE shall provide free access to the latest revisions of the Reference
Documents through the Customer Portal.
5.8.
Update of Covered Equipment documentation. SafranHE USA shall update the Equipment log book/log
card, if required and as required, after a Repair and Overhaul event is performed by SafranHE USA.
5.9.
24/7 Field Representative assistance is included in the scope of this Agreement.
5,10,
24 hour help line access for troubleshooting is included in the scope of this Agreement.
5,11,
Quality Assurance and Monitoring. Services supplied and/or carried out by SafranHE USA shall be in
accordance with all applicable law and "EN9100/9110-2000" Standards and under EASA (Part 21G-Part
145) or any other applicable National Aviation Authority certification as previously delivered to SafranHE USA.
Without prejudice to SafranHE USA's obligations under this Agreement, all monitoring and acceptance testing
are consequently delegated to this organization, in accordance with the applicable NAA regulations.
5,12,
Complete Engine Maintenance under leasing. In the event Board of County Commissioners of Collier
County Florida's engine requires removal for scheduled or unscheduled maintenance, SafranHE USA shall
supply Board of County Commissioners of Collier County Florida with a Complete Engine under leasing to
operate until Board of County Commissioners of Collier County Florida's Engine is repaired or overhauled.
SafranHE USA shall provide the Complete Engine for Board of County Commissioners of Collier County
Florida's use at the current rate in effect as described in Article 11.1 of this Agreement. Board of County
Commissioners of Collier County Florida shall be required to execute a Lease Agreement as attached hereto
in Appendix L and comply with all insurance requirements prior to the shipment of the Engine. A Complete
Engine will not be provided in the event an FCU/HMU requires replacement unless Repair and/or Overhaul of
the Complete Engine are required to return the FCU/HMU back to service.
5,13,
Not covered Services. The supplies and services listed in Appendix D are excluded from the scope of this
Agreement.
ARTICLE 8 —BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY FLORIDA'S OBLIGATIONS
6.1. Scheduled Removal. Board of County Commissioners of Collier County Florida is entitled to remove
Serviceable Equipment for a Scheduled Removal when the Equipment reaches the end of its TBO period or
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 9 of 50
HELICOPTER ENGINES
is within fifty (50) hours or less from such TBO period. Board of County Commissioners of Collier County
Florida is entitled to remove Serviceable Equipment for a Scheduled Removal when the Life Limited Part
reaches the end of its initial life limit or is within three percent (3%) thereof.
Customer shall made a request for a Leasing Equipment at the latest two (2) months before the estimated
Scheduled Removal date by filling out the Covered Equipment removal report form as per specimen attached
in Appendix K. Board of County Commissioners of Collier County Florida shall also place an order as per
Article 7 below within the same above timeframe.
6.2.
Unscheduled Removals. In the event of an Unscheduled Removal, Board of County Commissioners of
Collier County Florida shall perform the relevant troubleshooting prior to removal. Board of County
Commissioners of Collier County Florida must obtain the prior written approval of SafranHE USA for any
Unscheduled Removal of the Equipment.
Board of County Commissioners of Collier County Florida must report to SafranHE USA within forty eight (48)
hours, the Unscheduled Removals by filling the Covered Equipment removal report form as per specimen
attached in Appendix K. Board of County Commissioners of Collier County Florida shall also place an order
as per Article 7 below within the same above timeframe.
6.3.
Field Maintenance. Board of County Commissioners of Collier County Florida shall be responsible for Field
Maintenance of Covered Equipment and the Covered Equipment shall be operated and maintained in
accordance with the Reference Documents and by using the specific required tooling specified in such
Reference Documents.
6.4.
Any maintenance operation performed by Board of County Commissioners of Collier County Florida
must be performed by technicians qualified by SafranHE USA or Safran Helicopter Engines. Technicians'
qualification level must be compliant with the Reference Documents,
6.5.
Reporting and Records.
6.5.1. Country of operation. Board of County Commissioners of Collier County Florida declared
operating the Covered Equipment in the United States of America. Any change of country of
operation shall be subject to an amendment as per Article 17.2.
6.5.2, Monthly Report. Each month Board of County Commissioners of Collier County Florida shall
submit to SafranHE USA a written report, in the form of Appendix I, of Covered Equipment's
operation, as of the last Day of the prior calendar month. The monthly report must be received by
SafranHE USA by the tenth (10th) Day of the month. In the event the monthly report is not received
by SafranHE USA by the tenth (10th) Day of the month, SafranHE USA will invoice Board of County
Commissioners of Collier County Florida based on an average of previously reported hours and
Cycles flown. In the event an adjustment is required, the adjustment will be made during the next
billing process once a monthly report is received from Board of County Commissioners of Collier
County Florida.
6.5.3. Notice of Incident or Accident. Board of County Commissioners of Collier County Florida agrees
to inform a SafranHE USA representative within twenty-four (24) hours of any incident or accident
occurring to, or caused by, the Covered Equipment or any other SafranHE USA Owned Equipment
in the custody of Board of County Commissioners of Collier County Florida. A written report shall
be submitted as soon as practical. Notice must precede return of any failed Equipment to
SafranHE USA.
6.5.4, Recordkeeping. Covered Equipment or component documentation such as log book/ log card,
module sheets and component log cards shall be fully maintained in an up-to-date status by Board
of County Commissioners of Collier County Florida.
6.5.5. Operation and Maintenance Records. Board of County Commissioners of Collier County Florida
shall keep records of Covered Equipment operation, maintenance and running time, and shall
permit SafranHE USA to inspect and copy such records at any reasonable time upon request.
Ownership. Board of County Commissioners of Collier County Florida hereby certify and further
warrants that it has good and clear ownership to the Equipment covered by this Agreement and
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 10 of 50
HELICOPTER ENGINES
warrants that such
Equipment
is free and clear
of all liens,
charges,
mortgages or encumbrances
and rights of others
of any kind
whatsoever.
6.6 Non -modification of Equipment. Board of County Commissioners of Collier County Florida shall not make
any modification or carry out any action not provided for in the Reference Documents on the Covered
Equipment or on SafranHE USA Owned Equipment without prior written agreement and approval by SafranHE
Site. Such agreement and approval shall not be unreasonably withheld. However, Board of County
Commissioners of Collier County Florida may modify Covered Equipment when required by the National
Aviation Authority after providing prior written notice to SafranHE USA.
Scheduled Removal program. Board of County Commissioners of Collier County Florida shall be responsible
for planning the Scheduled Removal of its Equipment as follows:
➢ The estimated Scheduled Removal program for the next twelve
months using the
specimen form
attached in
Appendix J shall be sent quarterly (1st of January,
1st of April, 1st
of
July and 1st of
October) to
SafranHE USA's Commercial Department as defined
in Appendix J.
➢ As a rule, Board of County Commissioners of Collier County Florida shall advise SafranHE USA as
soon as reasonably possible of any change in the Scheduled Removal program.
ARTICLE 7 —ORDERS
7.1. Orders. Whenever Equipment needs to be replaced, Repaired or Overhauled, Board of County
Commissioners of Collier County Florida shall notify SafranHE USA in writing and submit a purchase order
containing the following information:
1) The SBH Agreement reference,
2) The type, serial number and version of the Aircraft from which the Equipment is removed,
3) The type, serial number and version of the Equipment,
4) The part number, the serial number and the description of the removed Equipment. For an Engine
removal it is required to provide part number and serial number of each Module and FCU or HMU,
5) The part number, the serial number and the description of SafranHE USA consignment equipment
installed when applicable,
6) The number of Operating Hours and/or Cycles. For an Engine removal it is required to provide number of
Operating Hours and/or Cycles for each Module and FCU or HMU,
7) Quantity required,
8) Release certification required,
9) Reason for removal,
10) Required delivery date, applicable Incoterms and place of delivery.
7.2. Order Acknowledgment. Unless specifed otherwise in this Agreement, an acknowledgement of receipt of
order shall be duly filled in, signed and returned to Board of County Commissioners of Collier County Florida
within two (2) business days from receipt of the order, or within twenty-four (24) hours in AOG situation.
ARTICLE
8 —DELIVERY BY SAFRANHE USA
8.1.
Conditions of Shipment to Board of
County
Commissioners of Collier County Florida.
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
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Unless otherwise
specified in an order, Equipment deliveries by
SafranHE USA
to Board of County
Commissioners of
Collier County
Florida shall be made according to
FCA Designated
Center (INCOTERM
ICC issue 2010) and
in packaging
which conforms to the manufacturer's
specification.
8.2. Delivery lead-times
In the case of scheduled removal of Covered Equipment pursuant to this Agreement, SafranHE USA will
ensure that Replacement Equipment delivery to Board of County Commissioners of Collier County Florida will
take place within seven (7) Days before the final removal date agreed by the Parties, so long as the purchase
order for such Replacement Equipment was received by SafranHE USA at least sixty (60) Days in advance of
the forecasted scheduled removal date.
In the event of an Unscheduled Removal of the Equipment that does not require a replacement under A.O.G.
situations, SafranHE USA shall deliver a Replacement Equipment within five (5) Days from receipt of Board
of County Commissioners of Collier County Florida's order.
In AOG situations,
SafranHE USA shall deliver a
Replacement
Equipment within twenty-four hours (24)
following receipt of
a written order duly completed
by Board of
County Commissioners of Collier County
Florida. The AOG situation
must be confirmed by SafranHE USA.
8.3. Lack of performance from SafranHE USA
If SafranHE USA fails to deliver the Equipment within the lead times specified above, then SafranHE USA
shall be liable, starting the first Day of delay, without any further notice, to a daily fee equal to:
- three hundred US Dollars (300 USD) for Engines and Modules and/or
- one hundred US Dollars (100 USD) for FCU, HMU, EECU;
These daily fees shall be limited to a maximum of thirty (30) Days. The daily fees shall be paid to Board of
County Commissioners of Collier County Florida by issuance of a credit note and applied to Board of County
Commissioners of Collier County Florida's trade account.
However, in the event Board of County Commissioners of Collier County Florida has not provided SafranHE
USA with its Order and fully complied with the repo ting requirements specified in Appendix K. SafranHE USA
shall not be bound by the lead times set out in this sub -Article.
8.4. Property Rights on Covered Equipment. Standard Exchanged Equipment sent to the Board of County
Commissioners of Collier County Florida becomes the property of the Board of County Commissioners of
Collier County Florida or Owner, upon fitted on the Aircraft and completion of a Standard Exchange
Certificate of Title Transfer as referenced in Appendix H attached hereto. Such Standard Exchange
Equipment shall be delivered free and clear of all liens, charges, mortgages or encumbrances and rights of
others of any kind whatsoever and the delivering Party shall fully indemnify and hold the other Party harmless
in this regard.
8.5. Risk of loss or damage shall pass upon delivery.
ARTICLE 9 —RETURN OF EQUIPMENT TO SAFRANHE USA
9.1. The Core Unit removal shall be performed as defined by the Reference Documents.
9.2. Delivery to SafranHE USA. Equipment deliveries by Board of County Commissioners of Collier County
Florida to SafranHE USA shall be made DAP Designated Center and in packaging which conforms to the
manufacturer's specification. Board of County Commissioners of Collier County Florida shall provide
SafranHE USA as soon as the information is available with all transport details, such as but not limited to the
exact transfer point of the applicable bill of transport, any forwarding agent details.
9.3. Documentation.
Any Covered
Equipment delivered to SafranHE
USA pursuant to this Agreement is to be
accompanied by
complete and
up to date documentation.
9.4. Covered Equipment.
For Engines
and Modules, documentation
shall include a copy of the
EASA Form One
or FAA or applicable
certification,
the shipping documents, the
Engine or Module logbook
together with its
Board of County Commissioners of Collier County Florida
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Agreement No 20.004.SBH
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HELICOPTER ENGINES
appendices and, the Board of County Commissioners of Collier County Florida's order and the Covered
Equipment removal report reference fully updated in accordance with Appendix K).
9.5. Return lead time. Any Covered Equipment delivered to SafranHE USA pursuant to this Agreement must be
complete, including its documentation as stated in Article 9.3 above, and must be delivered ten (10) Days
counting from the day the Replacement Equipment is received by Board of County Commissioners of Collier
County Florida in accordance with Article 8 (Delivery).
9.6, Additional fee/Incentive. If Board of County Commissioners of Collier County Florida fails to deliver the
Equipment within the above mentioned lead time plus five (5) Days counting from the Day the Replacement
Equipment is received by Board of County Commissioners of Collier County Florida in accordance with Article
8 (Delivery), then Board of County Commissioners of Collier County Florida shall be liable, without any further
notice, to a daily fee equal to three hundred US Dollars (300 USD) for Engines and Modules, or/and one
hundred US Dollars (100 USD) for FCU, HMU, EECU starting the first Day of delay. These daily fees shall be
limited to a maximum of thirty (30) days.
In this case, SafranHE USA will issue a supplementary invoice.
If Board of County Commissioners of Collier County Florida delivers the Equipment one (1) Day earlier or
more than the lead times specified in sub -article 9.5 above, then SafranHE USA shall grant Board of County
Commissioners of Collier County Florida a credit note of three hundred US Dollars (300 USD) for Engines
and Modules, or/and one hundred US Dollars (100 USD) for FCU, HMU, EECU Accessories for each Day of
advance delivery.
In this case, SafranHE USA will issue a credit note.
In the event Board of County Commissioners of Collier County Florida does not return the Core Unit within
one hundred eighty (180) Days then SafranHE USA shall be entitled to invoice Board of County
Commissioners of Collier County Florida for the delivered Replacement Equipment using the second hand
sales price.
93. Property Rights on Covered Equipment. Covered Equipment under Standard Exchange becomes the
property of SafranHE USA upon its removal from the Board of County Commissioners of Collier County
Florida's Aircraft and completion of a Standard Exchange Certificate of Title Transfer as referenced in
Appendix H attached hereto. Such Equipment shall be delivered free and clear of all liens, charges,
mortgages or encumbrances and rights of others of any kind.
9.8. Risk of loss or damage shall pass upon delivery according to the applicable Incoterm.
ARTICLE 10 —WARRANTY INDEMNIFICATION LIABILITY AND INSURANCE
10.1. WARRANTY
Board of County Commissioners of Collier County Florida accepts and agrees that the only warranty provided
by SafranHE USA as to the Equipment and Services covered and supplied under this Agreement shall be to
provide the Services for the duration of this Agreement.
It is expressly agreed between Board of County Commissioners of Collier County Florida and SafranHE USA
that the benefits of the warranties granted by SafranHE USA to Board of County Commissioners of Collier
County Florida pursuant to this Article in relation to the Services and Equipment provided pursuant to this
Agreement are to the extent permitted by law in lieu of any and all warranties whatsoever expressed or
mplied granted by Safran Helicopter Engines on the Equipment under the initial sale of said Equipment to
Board of County Commissioners of Collier County Florida, all other warranties, whether written, oral,
expressed, implied or statutory (including, without limitation, any warranty of merchantability and fitness for
particular purpose or against hidden, concealed or latent defect).
However upon termination
or Expiry of this Agreement, the
warranty provisions,
as granted by Safran
Helicopter Engines (or any
of its Affiliates, as applicable) on the
Equipment under
the corresponding sale
thereof, shall apply for the
remaining period of warranty if any.
For the avoidance of
doubt it means that for
the Services not covered
and supplied under this Agreement
Board of County Commissioners of Collier
Board of County Commissioners of Collier
County Florida
SafranHE USA
Agreement No 20.004.SBH
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HELICOPTER ENGINES
County Florida shall
be covered by
the warranty according to
Safran Helicopter
Engines Warranties
Conditions.
10.2. WAIVERIDISCLAIMER
EXCEPT FOR THE LIMITED WARRANTY DESCRIBED IN ARTICLE 10.1, SAFRANHE USA DISCLAIMS
ALL WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS, OR IMPLIED (INCLUDING, BUT
NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE), AND ALL SUCH WARRANTIES ARE EXCLUDED FROM THIS AGREEMENT.
10.3. INDEMNIFICATION
a. TO THE MAXIMUM EXTENT PROVIDED BY LAW, THE BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY FLORIDA SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SAFRANHE USA
AND ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND/OR INSURERS
(COLLECTIVELY "SAFRANHE USA INDEMNIFIED PARTIES"), FROM AND AGAINST ANY AND ALL
LIABILITY, COSTS, EXPENSES (INCLUDING ATTORNEYS' AND EXPERTS' FEES), CLAIMS OR
DEMANDS OF ANY NATURE WHATSOEVER FOR DAMAGES BY REASON OF THE INJURY OR DEATH
OF ANY PERSON OR DAMAGE TO ANY PROPERTY BELONGING TO SAFRANHE USA INDEMNIFIED
PARTIES, BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY FLORIDA OR ANY THIRD
PARTY ARISING OUT OF (1) BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY FLORIDA'S
NEGLIGENCE IN THE USE, OPERATION OR CONTROL OF EQUIPMENT AND/OR (11) THE ACTS OR
OMISSIONS OF BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY FLORIDA IN
CONNECTION WITH THE PERFORMANCE OF THIS AGREEMENT, THE FOREGOING
INDEMNIFICATION BY COLLIER SHALL NOT CONSTITUTE A WAIVER OF TIS SOVEREIGN IMMUNITY
BEYOND THE LIMITS SET FORTH IN FLORIDA STATUTES, SECTION 768.28.
b. TO THE MAXIMUM EXTENT PERMITTED BY FLORIDA LAW, SAFRANHE USA SHALL INDEMNIFY,
DEFEND, AND HOLD HARMLESS BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY
FLORIDA, ITS OFFICERS, AGENTS AND EMPLOYEES FORM ANY AND ALL LIABILITIES, DAMAGES,
LOSSES AND COSTS, INLCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEY'S FEES AND
PARALEGAL'S FEES, WHETHER RESULTING FORM ANY CLAIMED BREACH OF THIS AGREEMENT,
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
SAFRANHE USA OR ANYONE EMPLOYED OR UTILIZED BY THE SAFRANHE USA 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. THE DUTY TO DEFEND UNDER THIS SECTION IS INDEPENDENT AND SEPARATE FROM THE DUTY
TO INDEMNIFY, AND THE DUTY TO DEFEND EXISTS REGARDLESS OF ANY ULTIMATE LIABILITY OF THE
SAFRANHE USA, BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, 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 PRESENTED TO SAFRANHE USA, SAFRANHE
USA'S OBLIGATION TO INDEMNIFY AND DEFEND UNDER THIS SECTION WILL SURVIVE THE EXPIRATION OR
EARLIER TERMINATION OF THIS AGREEMENT UNTIL IT IS DETERMINED BY FINAL JUDGEMENT THAT AN
ACTION AGAINST THE BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, OR AN
INDEMNIFIED PARTY FOR THE MATTER INDEMNIFIED HEREUNDER IS FULLY AND FINALLY BARRED BY THE
APPLICABLE STATUTE OF LIMITATIONS, THE FOREGOING INDEMNIFICATION BY COLLIER COUNTY SHALL
NOT CONSTITUTE A WAIVER OF ITS SOVEREIGN IMMUNITY BEYOND THE LIMITS SET FORTH IN FLORIDA
STATUTES, SECTION 768.28.
10.4. LIMITATION OF LIABILITY
10.4,1. The liability of
SafranHE USA with
respect to
this Agreement,
or anything done
in connection
herewith such
as the performance
or breach
thereof, or from
the manufacture,
installation or
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 14 of 50
HELICOPTER ENGINES
technical direction of installation, maintenance, repair or use of any Equipment covered by or
furnished under this Agreement, under any warranty, , is limited to the repair or replacement, at
SafranHE USA's election, of the Equipment on which liability is based.
10.4.2. In no event will SafranHE USA be liable for any incidental, consequential, special, punitive or
indirect damages, including but not limited to loss of profits, loss of revenue, loss of contract, loss of
business opportunity or loss of use (including use of Aircraft or use of the Covered Equipment)
asserted by Board of County Commissioners of Collier County Florida .
10.5. INSURANCE
10.5.1. Board of County Commissioners of Collier County Florida shall take out and maintain in force at
least the following insurances and amounts:
Workers' Compensation and Employers Liability insurance
For all its employees engaged in performing obligations under this Agreement, workers'
compensation and employers' liability insurance or similar insurance in accordance with
applicable law, which may be applicable to those employees.
Aircraft Third Party Liability Insurance
Board of County Commissioners of Collier County Florida shall maintain comprehensive
aircraft third party liability insurance for an amount of not less than eighteen million US
Dollars (18,000,000.00 USD) for any one occurrence and aggregate per year.
Hangar Keeper's Liability Insurance or Property on Care or Custody Insurance
Board of County Commissioners of Collier County Florida shall effect and maintain Hangar
Keeper's Liability Insurance or Property on Care or Custody Insurance. The amount of such
nsurance cover shall at least be equal to the full replacement value of all SafranHE USA
Owned Equipment under the custody and care of Board of County Commissioners of Collier
County Florida.
SafranHE USA and its affiliates must be added as additional insured and shall
receive at
least thirty (30) Days' prior notice in
the event of cancellation or
modification to
the policy
limits. The policies shall be primary
in the event of loss and a
provision must
be made
ndicating that where there is more
than one insured the policy
shall respond
as if each
were separately insured.
10.5.2. Upon request by SafranHE USA, Board of County Commissioners of Collier County Florida shall
provide certificates of insurance as per the above Articles.
10.5.3. The Parties further agree that the minimum insurance requirements as set forth above shall not limit
or waive a Party's legal or contractual responsibilities to the other Party or others.
10.5.4. Insurance obligations in case of Leasing
1) Insurance in Transit. Board of County Commissioners of Collier County Florida agrees to
provide and maintain ALL RISK PHYSICAL DAMAGE INSURANCE in the amount of full
replacement value for all SafranHE USA Owned Equipment or supplies while in the custody
of Board of County Commissioners of Collier County Florida or in transit to SafranHE USA.
Such insurance is to take effect at the time and place of shipment to SafranHE USA and shall
remain in effect until delivery of said property to SafranHE USA.
2) Insurance In Use. Board of County Commissioners of Collier County Florida further agrees
that during such time any SafranHE USA Owned Equipment or supplies are installed in
Board of County Commissioners of Collier County Florida's aircraft, Board of County
Commissioners of Collier County Florida shall maintain the following:
Board of Counly Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.S8H
Page 15 of 50
HELICOPTER ENGINES
(a) ALL RISK GROUND AND FLIGHT HULL INSURANCE thereon in an amount
sufficient so that SafranHE USA will recover fully the amount of any loss of said
Equipment or supplies; and
(b) Board of County Commissioners of Collier County Florida shall also maintain at all
times Aircraft and BODILY INJURY AND PROPERTY DAMAGE INSURANCE,
including Passengers, in an amount of at least 20,000,000.00 USD Combined Single
Limit.
3)
Required
Insurance Provisions.
Any and
all insurance policies
required herein shall
include the
following provisions:
(a) Except in cases of negligence which is directly attributed to Safran Helicopter
Engines or SafranHE USA, Board of County Commissioners of Collier County Florida
waives its right to bringing any action against Safran Helicopter Engines and/or
SafranHE USA implicating them in any injury, expense or damages suffered because
of operation or preservation of the SafranHE USA Owned Equipment;
(b) Board of County Commissioners of Collier County Florida will provide SafranHE USA
with proof of adequate insurance coverage evidencing that the coverage respects the
indemnification clause contained in Article 10 of this Agreement;
(c) All
policies
must provide
that SafranHE USA be given thirty
(30)
Days advance notice
of
material
change in or
cancellation of the above coverage;
and
(d)
In the event of
loss, any deductible is to
be paid
solely
by
the Board of County
Commissioners
of Collier County Florida.
10.5.5 SafranHE UUSA Insurance. The Contractor shall provide insurance as follows:
A. Commercial General Liabilitv: 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. 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.
C. Hanger Keepers Liability; Coverage shall have minimum limits of $5,000,000 per claim.
D. 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 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
nsurance 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
equirement to provide notice.
Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is
equired to meet.
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 16 of 50
HELICOPTER ENGINES
ARTICLE 11 — PRICING CONDITIONS
11.1, Hourly and Cycle Rate. In consideration of the Services provided by SafranHE USA under this Agreement,
Board of County Commissioners of Collier County Florida shall pay SafranHE USA an Hourly rate and a
Cycle rate (excluding VAT) for every Operating Hour and Cycle of the Equipment covered under this
Agreement which is as set forth in Appendix E (hereinafter referred to as "Hourly and Cycle Rate" where
appropriate). During Repair of Equipment, Board of County Commissioners of Collier County Florida shall
continue to pay the same Hourly and Cycle Rate for the hours and cycles consumed with the Replacement
Equipment. For avoidance of doubt, the Hourly and Cycle Rate already takes into account Safran Helicopter
Engines objective of matured T.B.O, for the Covered Equipment.
11.2. Revision. The Hourly and Cycle Rate is valid for the current calendar year and shall be revised on the first of
January of each subsequent calendar year, according to the terms defined in Appendix E hereto.
11.3. Additional charges
11.3.1. Balance Between Hours Declared and Hours Logged. When Covered Equipment is returned to
SafranHE USA, if the Operating Hours declared and paid disagree with the entries in the log book
or log card, SafranHE USA shall issue an invoice adjustment applying the Hourly Rate in effect at
the time of adjustment to the difference in Operating Hours.
11.3.2. Balance Between Cycles Declared and Cycles Logged. When Covered Equipment is returned to
SafranHE USA, if the total Cycles declared and paid disagree with the entries in the log book or log
card, SafranHE USA shall issue an invoice adjustment applying the Cycle Rate in effect at the time
of adjustment to the difference in Cycles.
11.3.3. Premature Overhaul. Whenever a Scheduled Removal does not occur within the timeframes
specified in Article 6.1 above, an additional invoice shall be issue.
11.3.4. Additional invoicing linked to non -covered services.
Exclusions. Except as may be otherwise provided herein, this Agreement specifically excludes
from coverage the repair or replacement of Covered Equipment due to causes beyond normal wear
and tear, as well as the excluded events listed in Appendix D.
SafranHE USA Discovery of Exclusion. SafranHE USA shall advise Board of County
Commissioners of Collier County Florida upon the discovery of any observed damage to Covered
Equipment, which appears to have been caused by any of the reasons, set forth in Appendix D
(Excluded Events). In such cases, Board of County Commissioners of Collier County Florida shall
be responsible for the parts and labor costs of any such Repair or replacement of the Covered
Equipment ("Excluded Costs") actually caused by any of the reasons set forth in Appendix D
(Excluded Events), and reimbursement to SafranHE USA of the Excluded Costs shall be made by
Board of County Commissioners of Collier County Florida in addition to other payments made
pursuant to this Agreement.
Invoicing and Adjustments Upon Discovery of Exclusion. To take into account the normal wear
and tear of some items which are covered in the rate, a credit note will be granted to Board of
County Commissioners of Collier County Florida on the amount invoiced for each item that is
prematurely replaced for abnormal wear, except in cases of modification of Covered Equipment.
This credit note will apply only to major items whose list price is greater than or equal to six
thousand dollars ($6,000.00 USD). The credit note will be calculated as follows:
If the item has a life or use limit:
ITEM PRICE
CREDIT NOTE = LIFE LIMIT
If the item has no life or use limit:
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
SERVICE LIFE LIMIT ELAPSED AT
TIME OF ITS REPLACEMENT
Page 17 of 50
CREDIT NOTE =
HELICOPTER ENGINES
TEM PRICE X 35% X TSO
TBO
Discovery of Exclusion for Equipment on Lease. SafranHE USA shall advise Board of County
Commissioners of Collier County Florida upon discovery of any damage to Equipment which
appears to have been caused by any of the reasons set forth in Appendix D (Excluded Events)
while under lease to Board of County Commissioners of Collier County Florida. In such cases,
Board of County Commissioners of Collier County Florida shall be responsible for the parts and
labor costs of any such Repairs or replacement of the Covered Equipment ("Excluded Costs")
actually caused by any of the reasons set forth in Appendix D (Excluded Events), and
eimbursement to SafranHE USA of the Excluded Costs shall be made by Board of County
Commissioners of Collier County Florida in addition to other payments made pursuant to this
Agreement.
11.3.5. Miscellaneous Expenses.
1) Missing Parts or Packaging. In the event Covered Equipment is delivered to SafranHE
USA which is not complete because it is missing parts or components, SafranHE USA will
replace any missing parts or components and shall be entitled to charge Board of County
Commissioners of Collier County Florida in accordance with the catalogue price list affect at
the time of replacement. The catalogue price list can be found at httl)s://www.safran-
,qroup.com/suppliers/websites-and-applications/Tools / 20and / 20supplier/ 20portals,
2) Missing Documents. In the event the Covered Equipment is delivered to SafranHE USA
and not accompanied with the required documents as per Article 9.3, SafranHE USA shall be
entitled to charge Board of County Commissioners of Collier County Florida for all associated
costs for obtaining or creating new documents. Board of County Commissioners of Collier
County Florida shall be notified in writing and given fifteen (15) days from the date of notice
to provide the documents prior to incurring any charges.
3) Labor and Transportation. Unless otherwise agreed in this Agreement, Board of County
Commissioners of Collier County Florida agrees to bear all labor and transportation costs for
the removal, installation and troubleshooting.
4) Unscheduled Removal not approved by SafranHE USA representative. In the event
emoval of the Covered Equipment is not confirmed by a SafranHE USA representative,
SafranHE USA shall charge Board of County Commissioners of Collier County Florida for all
associated removal and maintenance costs. Associated costs and rates shall be provided to
the County in advance.
5) Check for Leasing Equipment before Return. In the event checks specified in the
Maintenance Manual and the Flight Manual related to the Removal Equipment Chapters
were not performed before the Leasing Equipment is returned to Designated Center, then
SafranHE USA shall charge Board of County Commissioners of Collier County Florida for the
testing of the Equipment on Safran Helicopter Engines test benches.
11.4. Purchase of Used Hours and Cycles. With respect to non -covered, non -zero time Equipment requested to
be covered by this Agreement (which has not been previously covered by an SBH program, and transferred
accordingly), Board of County Commissioners of Collier County Florida shall be required to purchase the
used hours and Cycles for a fee set forth in Appendix F ('Buy -In Fee") based on the number of Operating
Hours and Cycles consumed since last Overhaul or where the Equipment has not yet been subject to
Overhaul, since first date of entry into operation, prior to the incorporation of Board of County Commissioners
of Collier County Florida's Equipment in this Agreement.
For the avoidance of doubt, all Operating Hours and Cycles of each Equipment covered by this Agreement
are taken into account, since new or last Overhaul whether the Engine is in service or used as Spare with the
exception of Operating Hours and Cycles run during Engine test bench, prior to the Equipment being
delivered to Board of County Commissioners of Collier County Florida as brand new or overhauled
Equipment.
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 18 of 50
HELICOPTER ENGINES
Appendix F, which is incorporated herein by reference, sets forth the Board of County Commissioners of
Collier County Florida's Engines buy -in calculation, amount and payment terms with respect to any purchase
of used hours and Cycles under this Article 11.4.
Should any Removal for Services occur prior to payment of the Buy -In Fee in full by Board of County
Commissioners of Collier County Florida, Board of County Commissioners of Collier County Florida
understands and agrees to pay SafranHE USA, upon receipt of an invoice such fee in full prior to any such
Services being commenced. In the event the Buy -in Fee is not paid in full, SafranHE USA does not have any
obligations under this Agreement to provide Services and shall be entitled, as of right, to terminate this
Agreement under Article 14 below (Termination).
ARTICLE 12 —CONDITIONS FOR PAYMENT
12.1. General conditions
1)
Payment Address. Board
of County Commissioners of Collier
County Florida shall send all payments
due under this Agreement
electronically to the following Bank's
account:
SafranHE USA
EUR Current Account:
Citibank N.A.
One Penns Way
New Castle, DE 19720
Account# 38859937
ABA# 031100209
2)
Payment references.
Each payment should indicate
the Covered Equipment serial numbers and the
invoice numbers that
it covers.
3)
Currency.
Board of County
Commissioners
of Collier County Florida shall settle SafranHE USA's
invoices in
US Dollars (USD)
currency.
4) Payment lead time. Payment will be made within thirty (30) days upon receipt of a proper invoice and in
compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment
Act".
5) Disputed invoices. Board of County Commissioners of Collier County Florida shall notify SafranHE USA
in writing if an invoice is disputed within twenty (20) Days of receipt of invoice. Such invoice shall remain
payable in accordance with this article 12. Invoices not disputed within the period provided herein shall
be addressed as governed by the Local Government Prompt Payment Act and shall be deemed to be
valid.
6)
Outstanding invoices. In the
event
proper invoices are not paid as set forth
herein, SafranHE USA may
pursue its remedies under the
Local
Government Prompt Payment Act.
7) Interest for late payment. Interest on all amounts 30 days past due shall be invoiced and paid at the
rate of 1 % per month on the unpaid balance as allowed by Florida Statutes, §218.74 (4), the Local
Government Prompt Payment Act.
Invoicing's method
Board of County Commissioners of Collier County Florida will be invoiced and shall pay to SafranHE USA
monthly, an amount equal to the Hourly and Cycle Rate multiplied by the actual hours and Cycle of Covered
Equipment operation as set forth in the monthly report and specified in this Agreement, plus any
supplemental fees and other charges that may be applicable in accordance with this Agreement.
Reconciliation
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 19 of 50
HELICOPTER ENGINES
In the event Board of County Commissioners of Collier County Florida does not provide SafranHE USA with a
monthly report of Operating Hours and Cycles consumed in accordance with Article 6.5.2 above, SafranHE
USA shall invoice Board of County Commissioners of Collier County Florida with the same amount as the
previous month, subject to Board of County Commissioners of Collier County, Florida being able to submit
the monthly report within ten (10) days of SafranHE USA's invoice. In case it happens the first month
following the execution of this Agreement then SafranHE USA shall invoice Board of County Commissioners
of Collier County Florida according to the estimated monthly flown hours. Then SafranHE USA shall reconcile
the invoice on the following month.
12.4. Taxes
12.4.1 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. The Hourly and Cycle Rate is quoted before tax in accordance with Article 12
above.
To the exclusion of any SafranHE USA taxes, Board of County Commissioners of Collier County
Florida shall be responsible for the payment of any taxes and other charges of any nature
applicable in any country where such taxes and other charges are due, which arise in connection
with or out of the Equipment, and notably the Value Added Tax (VAT), at the rate applicable at the
time of performance of the obligations under this Agreement. Where Board of County
Commissioners of Collier County Florida is liable to Value Added Tax, this shall be payable along
with the settlement of each invoice, according to the VAT regulation in force. Board of County
Commissioners of Collier County Florida shall notify to SafranHE USA its VAT Code.
*SafranHE USA taxes means taxes imposed:
(a) as a direct result of activities of SafranHE USA in the jurisdiction imposing the
liability upon SafranHE USA, which are unrelated to SafranHE USA dealings with Board of
County Commissioners of Collier County Florida or to the transactions contemplated by this
Agreement or the operation of the Equipment by Board of County Commissioners of Collier
County Florida ;
(b) on the income, profits or gains of SafranHE USA by any Governmental Agency; or
with
respect to any period commencing or event occurring after the Expiry Date and
unrelated to SafranHE USA dealings with Board of County Commissioners of Collier County
Florida or to the transactions contemplated by this Agreement.
Any avoidance of double taxation agreement between the governments of the Parties shall apply to
this Agreement.
12.4.2 All payments by Board of County Commissioners of Collier County Florida to SafranHE USA under
this Agreement shall be free of all withholdings or deduction of any nature levied in United States of
America.
If Board of County Commissioners of Collier County Florida shall be required by law or otherwise to
make a payment to SafranHE USA subject to such deduction or withholding taxes levied in United
States of America, Board of County Commissioners of Collier County Florida shall:
Promptly notify SafranHE USA;
- Pay the full amount required to be deducted or withheld to the relevant tax authority within
the time allowed for such payment under applicable law.
- Provide SafranHE USA with the evidence of the said payment to the relevant tax authority.
If the aforementioned mechanism contradicts the law of United States of America, the Parties shall
amend this Agreement in order to increase the respective prices and amounts provided for by this
Agreement so that the initial prices and amounts are preserved.
Board of Counly Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 20 of 50
HELICOPTER ENGINES
ARTICLE 13 —IMPORT &EXPORT CONTROL
The Pa ty which is expo ting in the case of exports, and the Party which is importing in the case of imports,
shall be responsible for obtaining all necessary licenses, or other governmental authorizations required in
connection with any export, re-export, or imports, as the case may be, under this Agreement.
13.2. The Parties will cooperate with each other in securing any such licenses or governmental authorizations as
may be required.
13.3. The Party which is importing shall provide the Party which is exporting the final destination of the item
whenever such destination differs from the contracted delivery address.
13.4. Any license or authorization, if required, shall be in accordance with the rules and regulations set out by the
relevant governmental authorities.
13.5. The Party responsible for obtaining such license or authorization pursuant to Article 13.1 shall use all
reasonable endeavors to secure all necessary governmental approvals (including any necessary export and
re-export, and/or import licenses). However the refusal or withdrawal or suspension of such a license or
authorization shall constitute a Force Majeure event (as defined in Article 17.16 hereunder) provided that
reasonable endeavors have been used to secure and maintain the said license or authorization,
13.6. Board of County Commissioners of Collier County Florida undertakes not to sell, lend or deliver to any third
party under any conditions whatsoever, with or without compensation, temporarily or permanently, the
supplies which are the subject of this Agreement (including Equipment, Standard Exchange Equipment, Tools
and Spare Parts), documentation, operating manuals and information in any way whatsoever related to this
Agreement otherwise than in strict compliance with the applicable export control regulations.
13.7. Any government fees or charges in connection with obtaining required licenses or authorizations shall be the
responsibility of the Party which is exporting in the case of exports, and the Party which is importing in the
case of imports, the products, services or technical data.
13.8. The Equipment may have an US classification or may contain US origin parts and are authorized for export
by the US Government according to the relevant laws, regulations or orders. They may not be resold,
diverted, transferred, transhipped or otherwise be disposed of in any country, either in their original form or
after being incorporated through an intermediate process into other end -items, without the prior written
approval of the US Department of State.
For all Equipment under this Agreement, Board of County Commissioners of Collier County Florida shall
notify SafranHE USA of any anticipated re-export or trans -shipment through any country other than United
States of America.
Board of County Commissioners of Collier County Florida confirms that the Equipment or information
received from SafranHE USA, will not be used for any purpose associated with chemical, biological or nuclear
weapons or missiles capable of delivering such weapons, nor will they be re -sold and/or re -transferred if
Board of County Commissioners of Collier County Florida knows or suspects that they are intended or likely
to be used for such purposes.
13.9. The Parties shall not supply any Equipment, disclose any information or provide any service in any manner
contrary to the laws and regulations of the United States of America or any applicable non-U.S. export laws
and regulations. The Equipment, information and services that the Parties may wish to disclose or provide
pursuant to this Agreement may be subject to the provisions of the Export Administration Act of 1979 (50
USC 2401 at seq.), the Export Administration Regulations promulgated hereunder (15 CFR 768-799) or U.S.
Arms Export Control Act (22 USC 2778 et seq.) and the International Traffic in Arms Regulations (22 CFR
120-128 and 130). The Parties acknowledge that these statutes and regulations impose restrictions on the
import, export, transfer and re -transfer to third countries of certain categories of assets, data, services and
articles, and that licenses from the US Department of State and/or the US Department of Commerce may be
required before such assets, data, services, and articles can be disclosed or provided hereunder, and that
such licenses may impose further restrictions on use and further disclosure of such assets, data, services and
articles. Disclosure or transfer of such assets, data, services and articles to foreign persons is subject to the
above regulations regardless of whether the export occurs in the US or abroad.
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 21 of 50
r,
HELICOPTER ENGINES
13.10. TO THE EXTENT PERMITTED BY LAW, THE PARTY REQUIRED TO OBTAIN ANY REQUIRED EXPORT
LICENSE OR AUTHORIZATION SHALL INDEMNIFY AND HOLD THE OTHER PARTY HARMLESS FROM
ALL CLAIMS, DEMANDS, DAMAGES, COSTS, FINES, PENALTIES, ATTORNEYS' FEES AND
OTHER EXPENSES ARISING FROM FAILURE TO RESPECT THE OBLIGATIONS RELATED TO SUCH
LICENSE OR OTHER AUTHORIZATION,
ARTICLE 14—TERMINATION
14.1. Reasons for termination
Convenience.
This
Agreement may be unilaterally
terminated
by
either party hereto, without cause, upon
thirty (30) Days
prior
written notice (the "Termination
Notice") to
the
other party.
Loss or sale of Covered Equipment. In the event Covered Equipment is lost or destroyed or sold and if no
any other Equipment remains covered, the Agreement will be deemed "Terminated" as of the date of loss or
sale.
Default. If Board of County Commissioners of Collier County Florida or SafranHE USA fails to comply with
any of the terms or provisions of this Agreement within thirty (30) Days of receipt of written notice of any such
default, the other Party may, without prejudice to its other rights and remedies, terminate this Agreement by
written notice to the defaulting Party.
Notwithstanding the above and if Board of County Commissioners of Collier County Florida does not perform
is obligations, SafranHE USA reserves the right to suspend the performance of any Services under this
Agreement. If the performance of any Services is suspended, Board of County Commissioners of Collier
County Florida shall not be entitled to claim any damage or loss resulting directly or indirectly from such
suspension.
Bankruptcy. Without prejudice to its other rights and remedies and unless otherwise specified by law, a
Party may immediately terminate this Agreement by written notice if the other Party enters into bankruptcy or
quidation proceedings or becomes unable to pay its debts as they come due or if there is a Change In
Control of the Party.
Force Majeure. If any Party remains affected by a Force Majeure event (as defined below) for more than one
hundred and twenty (120) Days, then the other Party may immediately terminate this Agreement by serving a
written notice of termination to the affected Party, without any Party incurring any liability whatsoever.
Consequences of termination
14.2.1 Board of County Commissioners of Collier County Florida duties upon termination. Within
thirty (30) business days after the Termination Date, Board of County Commissioners of Collier
County Florida must, at its own's expenses, return any and all Equipment and supplies belonging to
SafranHE USA to the SafranHE USA Shipping Address, DAP SafranHE USA Designated Center. If
Board of County Commissioners of Collier County Florida fails to return Equipment and supplies
within thirty (30) business days, then Board of County Commissioners of Collier County Florida will
be liable, without any further notice, to a daily fee equal to three hundred US Dollars ($300 USD)
per day.
If the returned SafranHE USA's Equipment is found to be incomplete and/or damaged, then
SafranHE USA shall be entitled to claim an amount equivalent to the value of missing parts and/or
requested repairs.
Board of County Commissioners of Collier County Florida shall also pay in full the accrued amount
and outstanding proper invoices and charges to SafranHE USA under this Agreement. The "Local
Government Prompt Payment Act" allows for the parties to contract to a payment date. Safran's
payment terms are net 30.
Boartl of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 22 of 50
HELICOPTER ENGINES
14.2.2 SafranHE USA duties upon termination. SafranHE USA shall, at Board of County
Commissioners of Collier County Florida's expenses, promptly deliver all Board of County
Commissioners of Collier County Florida's Equipment and related documentation to Board of
County Commissioners of Collier County Florida within thirty (30) days, provided that Board of
County Commissioners of Collier County Florida has fulfilled all payment obligations under this
Agreement and has returned all SafranHE USA's Equipment. If SafranHE USA fails to return the
Equipment and related documentation then SafranHE USA shall be liable to Board of County
Commissioners of Collier County, Florida, without further notice, to a daily fee equal to three
hundred ($300.00) USD per day.
If the returned Board of County Commissioners, Florida Equipment and related documentation is
found to incomplete and/or damaged, then Board of County Commissioners, Florida shall be
entitled to claim an amount equivalent to the value of missing equipment and/or requested repairs.
Upon termination of this Agreement and unless otherwise agreed between the Parties, SafranHE
USA shall complete all work in progress in accordance with the terms of this Agreement.
14.3. Financial settlement
14.3.1 Buy out. On termination or expiry of this Agreement or Engine removal from this Agreement,
SafranHE USA, at its own discretion, may provide Board of County Commissioners of Collier
County Florida for every Engine which is the subject of this Agreement, either:
(a) an Overhauled Engine or repaired Equipment as Standard Exchange and/or
(b) a credit note calculated in accordance with Article 14.3.2 below.
14.3.2 Credit note calculation. SafranHE USA shall calculate this credit note in accordance with the
methodology described in Appendix F.
14.3.3 Application of credit note. The credit note will first be applied to any outstanding invoices which
Board of County Commissioners of Collier County Florida owes to SafranHE USA under this
Agreement. Any remaining credit note will be applied as a credit note to Board of County
Commissioners of Collier County Florida's trade account with SafranHE USA and shall be used
within one (1) year of termination, expiration or removal, unless otherwise agreed by the Parties.
14.3.4 Timing. SafranHE USA shall settle the buy-out as specified in Article 14.3.1 of this Agreement
within six (5) months from the termination or expiration date of this Agreement, unless such time
period is extended by mutual agreement of the Parties.
14.3.5 Non -Notification. In
case of non -notification by Customer to SafranHE USA of the
sale or lease
expiration of the Covered
Equipment which prevents
Board of County Commissioners
of Collier
County Florida from
having the Covered Equipment
available for SafranHE USA
to perform a
Standard Exchange
as per Section 14.3.1, the credit
note provided under Section
14.3.1 will be
calculated with a fifty
percent (50%) deduction.
ARTICLE 15 —ASSIGNMENT AND TRANSFER
15.1. Neither Party shall assign or transfer or subcontract or delegate its rights, benefits, duties or obligations under
this Agreement, whether voluntarily or involuntarily, by operation of law, or otherwise, including to third party
operators, without the other Party's prior written consent.
15.3. Any change of ownership of Covered Equipment will also be deemed to be an assignment by operation of
law.
15.4. Any attempted assignment or delegation is void without the consent of SafranHE USA.
15.5. If either Party assigns its rights or sub -contracts or delegates its duties under this Agreement, whether
voluntarily or involuntarily or by operation of law, then the other party, in its sole discretion, may terminate this
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 23 of 50
�p SAFRAN
HELICOPTER ENGINES
Agreement, in whole or with respect to an individual piece of Covered Equipment, or declare a breach of this
Agreement and terminate the Agreement in accordance with Article 14.1, in addition to any other remedies.
15.6. SafranHE USA is entitled to assign at any time the benefits, rights and remedies and/or transfer all or part of
its obligations under this Agreement to any of its affiliates, with prior written notice to Board of County
Commissioners of Collier County, Florida.
SafranHE USA reserves the right, in its sole discretion, to sub -contract any part or all of its obligations under
this Agreement or any Order.
ARTICLE 16 —LAW AND JURISDICTION
Jurisdiction and Venue. This Agreement, and any disputes, Issues, or disagreements related hereto or
arising herefrom shall be interpreted in accordance with and governed by the laws of the State of Florida,
without regard to choice of law rules. The Parties consent to the sole jurisdiction and venue in any court of
competent jurisdiction in Collier County, Florida, and in no other jurisdiction, in any action or proceeding
arising out of, or related in any way to, this Agreement.
ARTICLE 17 —MISCELLANEOUS
17.1. Sole Agreement. There are no other agreements or understandings, either oral or written, between
SafranHE USA and Board of County Commissioners of Collier County Florida affecting this Agreement. This
Agreement cancels and supersedes all previous agreements between SafranHE USA and Board of County
Commissioners of Collier County Florida relating to the subject matters covered herein.
17.2. Amendment. In the event Board of County Commissioners of Collier County Florida requests additional
services which are not covered by this Agreement, the conditions for the performance of such services will be
subject to a specific agreement. No change, addition to or deletion of any portion of this Agreement shall be
valid or binding unless the same is approved in writing by both Parties.
17.3. Language. The official text of this Agreement is in the English language. If this Agreement is translated into
another language for the convenience of Board of County Commissioners of Collier County Florida or its
personnel, the English version shall prevail in the event of a dispute arising out of the interpretation of this
Agreement.
17.4. Further Actions. Each of the parties hereto
agrees
that they
will perform all such other actions as may be
necessary or reasonably appropriate to carry
out the
intent and
purposes of this Agreement.
17.5. Waiver. No waiver of any term or condition of this Agreement shall be enforceable unless it Is in writing
signed by the party against which it is sought to enforce. The waiver by either party of a breach of any
provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent
breach by such other party.
17.6. Cost of
Enforcement. If any action
at law or in equity or any other proceeding
is necessary to
enforce or
interpret
the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorneys'
fees, court
costs, and necessary disbursements
in addition to any other relief to which he or it
may be entitled.
17.7. Severability. In the event that specific provisions of this Agreement are (or become) legally invalid,
unenforceable or illegal, the validity of the remaining provisions (or the application of such specific provision
to other situations and/or circumstances) shall not be affected; and the Parties will endeavor to agree upon
new provisions which will reflect as nearly as possible, the intent of the original provisions to replace those
which are invalid, unenforceable or illegal.
17.6. Headings, The Article headings used in this Agreement are for reference and convenience only and shall not
affect the interpretation of this Agreement.
17.9. Gender. Whenever in this Agreement the context so requires, the male gender shall include the female and
the neuter; the female gender shall include the male and the neuter; and the neuter shall include the male
and the female.
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH CAO
Page 24 of 50
SAFRAN
HELICOPTER ENGINES
17.10. Number. The use in this Agreement of the singular number shall include the plural, and the plural number
shall include the singular wherever appropriate.
17.11. Counterparts. This Agreement may be executed in counterpa ts, each of which shall constitute an original,
but all of which shall constitute one and the same document. For the avoidance of doubt, Board of County
Commissioners of Collier County Florida shall send an original executed copy of this Agreement to SafranHE
USA no later than thirty (30) business days of execution.
17.12. Survivorship.
The rights
and obligations of the Parties under
this Agreement, which by nature survive any
expiration or termination
of this Agreement (including without
limitation, Article 10, Article 13, Article 14,
Article 16, and
Article 18),
shall remain in force notwithstanding
any such expiration or termination.
17.13. Appendices.
All Appendices are
expressly made
a part of this Agreement.
17,14, Precedence.
In the event of any
conflict between
the following documents, the order of precedence between
them shall be
as follows:
• the Order with its acknowledgment;
• this Agreement without its Appendices;
• the Appendices.
17.15. Independent Contractors. Neither Party shall have the right to contract or in any other way to enter into
commitments on behalf of or in the name of the other Party and shall not by course of conduct or otherwise
hold itself out to any third party as having such authority. The relationship of the Parties under the Agreement
shall be that of independent contractors.
17.16. Force Majeure, Neither Party shall be liable for failing to perform its obligations under this Agreement or for
delay in performing where such failure or delay in performance is due to Force Majeure, Force Majeure
means any event which is beyond the reasonable control of a Party including but not limited to acts of war
(declared or not declared), civil war, riots, acts of terrorism, natural disasters, floods, earthquake, fires,
unusually severe weather, disruption of essential services such as electrical power and broadband network
including Internet, quarantine or any precaution taken against contagious, epidemic or pandemic disease,
restraints of Government or any competent authority, laws, orders or regulations, industrial actions such as
strike, machinery breakdown, computer virus, delays or accidents in the supply of essential raw material or in
the dispatch of item related to the Equipment or in the shipment of the same or an exceptional combination of
such events. If a Force Majeure event occurs, the affected Party shall notify the other Party within fifteen (15)
Days of the occurrence of such event. Such notification shall include at a minimum, the date on which such
event commenced, the reasons and the nature thereof, and the estimated duration of the delay. The affected
Party shall regularly update the other Party regarding the status of the event and any mitigating action being
taken. In the case of Force Majeure the time for performance shall be extended for a period equal to the time
lost by reason of the Force Majeure event. These provisions shall not however relieve a Party from using all
commercially reasonable efforts to mitigate the effects of the Force Majeure event, to remove such causes
and to resume performance with reasonable dispatch whenever the cause of the Force Majeure stops or is
removed; Notwithstanding the foregoing, Force Majeure shall not suspend the liability, for failure to perform,
of any payment obligation here under.
17.17. Notifications. All notices, requests, demands and other communications required or permitted to be given
under this Agreement shall be in writing (in English) and shall be conclusively deemed to have been duly
given and received (a) when hand delivered; (b) five days after the same have been deposited in a United
States post office via certified mail/return receipt requested; (c) the day sent by facsimile transmission or PDF
format through electronic mail ("e-mail") if sent prior to 5:00 P.M. (local Dallas, Texas time), provided that a
confirmation copy thereof must be sent no later than the business day following the day of such facsimile or
e-mail transmission by another acceptable method under this Section 19.11; or (d) the next Business Day
after same have been deposited with a national overnight delivery service (e.g., FedEx) - In each case
addressed to the parties at the address set forth on Exhibit L, as applicable. Wherever herein an action must
be taken by a particular date, the action must be taken by 5:00 P.M. (local Dallas, Texas time), on such date
in order to be effective. A party may change or supplement the addresses given below, or designate
additional addresses, for purposes of this Section 19.11 by giving all of the other Parties hereto written notice
of the new address in the manner set forth above.
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 25 of 50
4 SAFRAN
17.18 Compliance of Law.
HELICOPTER ENGINES
ey 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, at 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) 252-8999
Email: Publicrecordre0uesta(Dcolliercountyfl.gov
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.
f 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.
17.19 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.
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Cq0
Page 26 of 50
SAFRAN
HELICOPTER ENGINES
The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-
FMOPS@colliergov.net) whenever an employee assigned to Collier County separates from their employment.
This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to
notify within four (4) hours of separation may result in a deduction of $600 per Incident.
17.20 Safely.
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 Safely 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.
ARTICLE 18 —CONFIDENTIALITY
The Parties hereby agree not to disclose the technical documentation, the operation rules, and information marked as
confidential and a Trade Secret and falling within the definition of such records as set forth In Florida Statutes (the
"Confidential Information"), to third parties, without prior written approval from the other Party hereto and shall limit
dissemination of such Confidential Information within its own company on a need -to -know basis. It shall make clear to
such individuals their obligation to maintain such Confidential Information in strict confidence. Confidentiality of
nformation 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.
The receiving Party shall be under no obligation with respect to any Confidential Information which:
1) is at the time of disclosure available to the public;
2) becomes available to the general public at a later date through no fault of the receiving Party;
3) the receiving Party can demonstrate was rightfully in its possession before receipt.
SafranHE USA may freely disclose Confidential Information to its affiliates and/or natural persons and/or legal entities
with aneed-to-know which are bound to SafranHE USA by confidentiality obligations no less .onerous than those
provided in this Agreement.
Unless expressly provided otherwise herein, this Agreement does not operate as an assignment or as granting any
right to the receiving Party on any patents, copyrights, know-how, registered and unregistered designs, trademarks,
trade names or other intellectual property rights of the disclosing Party as may subsist in or be contained in or
reproduced in the Confidential Information,
Each Party acknowledges and confirms that a breach of its obligations hereunder cannot be compensated adequately
by an award of damages or indemnity or other pecuniary remedy but the disclosing Party shall also be entitled in the
event of any such breach to the remedies of injunction for specific performance or other equitable relief in respect of
any such breach.
The obligation contained in this article shall survive the termination or expiration of this Agreement for a thirty (30) years
period.
ARTICLE 19 —ETHIC
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 27 of 50 CAO
HELICOPTER ENGINES
Each Party solemnly declares that
t has not infringed any anti -corruption laws or regulations,
It has not been subject to any civil or criminal sanctions, in France or abroad, for infringement of anti-
corruption laws or regulations and that no investigation or proceedings which could lead to such
sanctions have been brought against it,
To the best of its knowledge, no executive or manager of its companies has been subject to any civil or
criminal sanctions, in France or abroad, for infringement of anti -corruption laws or regulations and that no
investigation or proceedings which could lead to such sanctions have been brought against such
persons.
Each Party warrants that
- It complies and shall comply with the legal provisions against corruption in accordance with the OECD
Convention of 1997 and the United Nations Convention Against Corruption of 2003 (UNCAC),
It has not granted and shall not grant, directly or indirectly, any gift, present, payment, remuneration or
benefit whatsoever (trip, etc.) to anyone with a view to or in exchange for the conclusion of this
Agreement.
Either Party shall notify the other Party of any gift, present, payment, remuneration or benefit whatsoever that it might
grant either directly or indirectly to any employee, officer or representative of the other Party or to anyone that might
nfluence their decision within the framework of the performance of this Agreement and/or order related to this
Agreement.
In the event of failure
to comply with this Article, the
non- defaulting
Party shall automatically have the right to terminate
the Agreement with
immediate
effect and without
compensation,
and without prejudice to any remedies the non -
defaulting Party may
have under
this Agreement.
[Signature page to follow this page]
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 28 of 50 CA(>
8 Jun,2021
=;A F VA
HELICOPTER ENGINES
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date set forth below.
ATTEST:
Crystal K. Kinzel, Clerk of Courts &
Comptroller
By:
Dated:
(SEAL)
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
PENNY TAYLOR, Chair
CONTRACTOR;
Safran He i plater Engines , Inc
By.
S'iqhiVure
TType/p ' ignature and titl T
Approved as to Form and Legality:
Deputy County Attorney
Print Name
Board of County ssioners of Collier County Florida
SafranHE USA
Agreement No 20.0 4.SBH
Page 29 of 50 CAO
HELICOPTER ENGINES
PPENDIX A - AIRCRAFT AND EQUIPMENT COVERED BY THIS AGREEMENT
Date: September 16, 2020
Operator: Board of County Commissioners of Collier County Florida
Contract No.: 20.004.SBH
Engine Type: ARRIUS 2B2+
ANNUAL ACTIVITY
DATE OF
TYPE
SIN
Re istra
TYPE
SIN
COUNT
MISSI
HOURS
CYCLES
COVERAGE
H135T3
2105
ARRIUS
331
EMS
300
September, 16th
H135T3
2105
ARRIUS
331
EMS
300
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 30 of 50
C�,
HELICOPTER ENGINES
APPENDIX B — LIST OF EQUIPMENT PROVIDED BY SAFRANHE USA UNDER TERMS OF AGREEMENT
SafranHE USA
reserves the
possibility
of replacing a
removed equipment by
an "interchangeable' item,
which might
bear a different
part number.
ARRIUS 282+
DESCRIPTION
A.T.A CODE
Module 01 assy - Reduction gear module
72-11-00-01-001
Module 02 assy - Gas generator module `
72-42-00-01.001
Adjusted
Pump
and Metering Valve Assembly (HMU)
73-23-00-01-010
Control and Monitoring Harness
71-51-00-01-010
Engine Electro Control Unit
71-00-00-01-002
Regulation Harness
71-51-00-01-020
Torque Conformation Box
72-11-00-01-700
T 4.5 Junction/Conformation Box
72-42-00-01-010
Diffuser Assembly Exhaust
72-42-00-01-150
Adjusted Valve Assembly
73-14-00-01-100
Start solenoid valve
73-14-00-02-010
Drain valve assembly
71-71-00-01-200
Left Hand Fuel Injector Manifold
73-15-00-01-070
Right Hand Fuel Injector Manifold
73-15-00-01-100
Lubrification Unit
79-21-01-01-065
Oil Pump
79-21-01-01-060
Preference Injector Manifold
73-15-00-01-180
Alternator
73-22-00-01-010
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 31 of 50
HELICOPTER ENGINES
APPENDIX C -ADDITIONAL SERVICES TERMS AND CONDITIONS
The following terms and conditions shall be applicable to the additional services mentioned in Article 5.1 and which
efers to this Appendix C.
Non repairable Accessories and Consumables to prevent or answer to unscheduled events
1. Non repairable Accessories and Consumables delivery:
In the frame of unscheduled events, and after acknowledgment of Board of County Commissioners of Collier
County Florida's order, SafranHE USA shall deliver the non repairable Accessories and Consumables to
replace the removed ones.
In the frame of scheduled inspections, SafranHE USA shall deliver the non repairable Accessories and
Consumables required by the maintenance manual.
These non repairable Accessories and Consumables ordered by Board of County Commissioners of Collier
County Florida shall be delivered by SafranHE USA, in accordance with the conditions of delivery mentioned in
article 8.1, once the Agreement has entered into effect and in accordance with the schedule defined by
SafranHE USA and Board of County Commissioners of Collier County Florida. Partial delivery is allowed.
The price of the non repairable Accessories and Consumables in the frame of scheduled and unscheduled
events is included in the Hourly Rate. Therefore, an invoice at zero (0) euro shall be issued by SafranHE USA at
delivery.
The price calculated for this option has been based on a normal consumption (based on worldwide average).
Shall Board of County Commissioners of Collier County Florida's annual consumption be considered by
SafranHE USA as unreasonable, and after having informed Board of County Commissioners of Collier County
Florida consequently, SafranHE USA reserves the right not to keep this option in the contract perimeter the
following year. An amendment to this Agreement shall formalize this non-reconduction.
2. Interchangeability
At all times, SafranHE USA reserves the
possibility
of replacing a
removed Accessory
or Consumable by an
"interchangeable' item, which might bear
a different
pan number.
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 32 of 50
Ct4C)J
(401 SAFRAN
APPENDIX D - EXCLUDED EVENTS
HELICOPTER ENGINES
The following, without limitation and unless specified otherwise in this Agreement, are not covered by this Agreement:
Standard Exchange of Engine and Module;
Rental of Module;
Level 1 maintenance;
Supply of consumables and Accessories as per maintenance manual (except where specifically covered under
Appendix B and Appendix C hereto);
Erosion (except where specifically covered under Appendix C hereto);
FOD (except where specifically covered under Appendix C hereto);
Standard Exchange of repairable Accessories and Accessories with TBO (except where specifically covered
under Appendix B)
Standard Exchange of Accessories with TBO (except where specifically covered under Appendix B);
Standard Exchange of repairable Accessories (except where specifically covered under Appendix B);
Unjustified Removal not confirmed by the Designated Center or its authorized representative assessment
and/or anticipated return of Equipment;
Repair or replacement of Equipment attributable to the Equipment not having been installed, maintained,
operated in compliance with the OEM manuals;
Repair or replacement of Equipment attributable without limitation to flight in sand -laden atmosphere, fouling of
the gas passage areas, lightning strike, immersion in water, hard landing of or dropped Equipment, propeller
electrical leads shorting, fire, theft, explosion, use of one Engine inoperated 30 second rating, incorrect
storage protection, use of maximum contingency rating beyond the maximum limitation, overheating,
sulfidation;
Non -mandatory modifications;
Transformation of the Equipment into another version, upgrade or conversion to another power rating, upgrade
to standard;
Military to civil conversion or civil to military conversion;
Repair or replacement of Equipment attributable to the deterioration of a component belonging to the Aircraft;
Repair attributable to, and/or Replacement of, missing parts, non -approved source parts, stolen parts in
Equipment;
Repair or replacement of Equipment resulting from a 'Parts Manufacturing Authority' component not installed
by Safran Helicopter Engines, or from removal or defacing of Safran Helicopter Engines' name, identification
mark, or serial number;
Repair or replacement of Equipment attributable to prior repair or replacement at a servicing facility other than
Safran Helicopter Engines approved center;
Repair or replacement of parts attributable to missing or incomplete Equipment documentation;
Repair or replacement of Equipment attributable to incidents, accidents during transport, handling, storage,
packaging;
Repair or replacement of Equipment attributable to Aircraft incidents and/or accidents that are not Safran
Helicopter Engines' responsibility;
Fuels or lubricant equipment, anti sand filters, fuel nozzle cleaning or performance recovery or desalination
compressor washes (other than for those required for Equipment testing at Designated Center);
Corrosion;
Any other events not listed as covered under this Agreement in Article 5.
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
CAO
Page 33 of 50
Kn
HELICOPTER ENGINES
APPENDIX E - HOURLY AND CYCLE RATE APPLICABLE TO THIS AGREEMENT
The hourly rate applicable in year 2020 at 2020 economic conditions, is set at $202.30 USD (Two Hundred Two Dollars
and Thirty Cents), VAT not included, per Operating Hour.
Beginning
on day
of aircraft delivery
and ending 6
months from date of delivery, 6 months
free of charge for the
hourly
ate.
The Cycle rate applicable
in year 2020
at 2020 economic
conditions, is set at $7.70 USD (Seven
Dollars and Seventy
Cents), VAT not included,
per Operating
Cycle.
Beginning on
day
of aircraft delivery and
ending 6 months from date of delivery,
6 months free of charge
for cycles
consumed.
An early enrollment discount of 20 % due initial delivery date of brand new Engine/Aircraft being inferior or equal to two
(2) years has also been granted and shall apply until the second anniversary date from delivery of the new Aircraft(s)
which shall result in an overall hourly rate of $202.30 USD (Two Hundred Two Dollars and Thirty Cents) and Cycle rate
of $7.70 USD (Seven Dollars and Seventy Cents) at 2020 economic conditions, VAT excluded per Operating Hour.
Aircrafts with Engines subject to an early enrollment discount:
Aircraft TVpe Aircraft S/N Re istration Number End of discount date
H135 T3 2105 September, 16th of 2022
Pursuant to anicle 11 of the Agreement, the above rates) shall be escalated as follow:
Capped Escalation formula:
n-1
Pn = Applicable price for year n
Kn = Formula result, which represents the yearly prices escalation, before application of minimum/maximum level
as described hereunder), from year N-1 to year N, based on cost environment and expressed in percentage.
Rn = yearly prices escalation based on Formula, after application of minimum/maximum level, applicable from year
N-1 to year N and expressed in percentage.
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n,7n n-2
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PsdG2 NITI (Thane) Alu6 "revl" Ail"revl"
PsdG2 NITI (Thane) Alue n-3 n-3 "revl" n-3 Ail"reel" n-3
Sw"rev" 1565183 http://www.indices.insee.fr/bsweb/servietfbsweb
PsdG2 http:l/www.achats.defense.gouv.fr/Indices-Psd
NITI (Titane) http://www.achatsdefense.gouv.fr/indices-NIT1,40154
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 34 of 50
SAFRAN
AIUD "revI 1553400
revl" 1653190
Application of minimum/maximum levels as follows:
HELICOPTER ENGINES
http:l/wvw. i n d ices. insee.frlbsweblservletlbsweb
http:llwv .indices.insee.frlbsweblservletlbsweb
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Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 36 of 50
SAFRAN
APPENDIX F - NIA
Board of Counly Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
HELICOPTER ENGINES
Page 36 of 50
` SAFRAN
APPENDIX G - NIA
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
HELICOPTER ENGINES
CAO
Page 37 of 50
.A SAFRAN
SBH Standard Exchange
HELICOPTER ENGINES
APPENDIX H - CERTIFICATE OF TITLE TRANSFER
I. TRANSACTION TYPE:
On behalf of Board of County Commissioners of Collier County Florida, I, on this: _day of , 20 _,
Hereby, acknowledge receipt of and right title and interest to the following Standard Exchange Equipment pursuant to
the terms and conditions of SBH Agreement
11. EQUIPMENT RECEIVED FROM SAFRANHE USA:
Variant Description Part Serial# TSN CSN Sales Order# Purchase Order
I further confirm that the following Equipment has been returned to SafranHE USA, and that right title and interest to the
Equipment has been passed to SafranHE USA under the terms and conditions of the SBH Agreement.
III. EQUIPMENT RETURNED TO SAFRANHE USA
Removed from
Variant
Description
Part
Serial #
TSN
CSN
A/C SN
Engine SN
Reason for Removal:
Core Due Date:
Board of County Commissioners of Collier County Florida AUTHORIZATION:
SafranHE USA AUTHORIZATION:
Name: Name:
Title: Title:
Date: Date:
Signature: Signature:
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 38 of 50
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HELICOPTER ENGINES
APPENDIX K - EQUIPMENT REMOVAL REPORT
Date: March, 23rd of 2020
Operator: Board of County Commissioners of Collier County Florida
Contract No: C-SBH-SafranHEUSA-2020-BT-4
Engine Type: ARRIUS 2B2+
AIRCRAFT
ENGINE
TYPE
S/N
TYPE
SIN
TSN/TSO
CSN
REMOVED EQUIPMENT
DATE OF REMOVAL:
VARIANTS
P/N
S/N
TSNffSO
CSN
ENGINE
MODULE1
MODULE 2
MODULE 3
MODULE4
MODULE 5
COMPONENT DESIGNATION
SYMPTOMS
POSSIBLE CAUSE OF EVENT
FIELD REP
RECOMMENDATIONS
REPLACEMENT EQUIPMENT
FITTED (IF SPARES)
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 42 of 50
HELICOPTER ENGINES
APPENDIX L - LEASE AGREEMENT
This lease
agreement (hereinafter referred to as
"the Lease Agreement") is entered Into this
_day of
2021.
Between
Safran Helicopter Engines USA, Inc ("SafranHE USA"),
A company incorporated under the Laws of United States of America with registration number 75-1711969 and whose
registered office is at 2709 Forum Drive, Grand Prairie, Texas 75052, United States of America, and represented by Mr.
Thierry DERRIEN acting as President $ Chief Executive Officer.
And
Board of County Commissioners of Collier County Florida ("LESSEE")apolitical subdivision of the State of
Florida, located at 3301 E. Tamiami Trail, 34112. Naples Florida, United States of America.
Hereinafter collectively referred to as "the Parties".
1. PURPOSE AND SCOPE.
Pursuant to the SBH Agreement, Reference No. C-SBH-SafranHEUSA-2020-BT-4, signed between the Parties
on the day of 2021 (hereinafter referred to as the Agreement"), SafranHE USA
may, as part of the Services provided under the Agreement, lease to Lessee certain engines, modules and
accessories (hereinafter referred to as "Leased Equipment").
The purpose of this Lease Agreement is to set forth the specific terms and conditions governing each leasing of
Leased Equipment (hereinafter referred to as a "Lease") made in accordance with the Agreement.
The particular of each Lease shall be detailed in a Lease Equipment Form, as appended hereto, to be executed
by the Parties prior to any Leased Equipment being shipped to the Lessee.
The provisions of this Lease Agreement are supplemental to the Agreement which terms shall, where relevant,
apply to this Lease Agreement and to each Lease and are hereby incorporated by reference.
For the purpose of this Lease Agreement, SafranHE USA, at its sole discretion, shall furnish newly
manufactured, remanufactured or used Leased Equipment which shall be deemed to be airworthy.
2. TERM
This Lease
Agreement shall become
effective upon its
signature
by both Parties and
the entry into force of the
Agreement
and shall be automatically
terminated upon
expiration
or termination of the
Agreement.
Current Lease(s) shall automatically terminate upon termination of this Lease Agreement,
3. FEES
The provision
of Leased
Equipment
is part of the Services
offered under the Agreement
and accordingly shall
be covered by
the pricing
conditions
set forth in Article 11.1
and Appendix E thereof.
4. OPERATION OF EQUIPMENT
c. Leased
Equipment shall only be
permitted for use in
regular commercial or corporate service, in compliance
with the
applicable SafranHE USA
Engine Maintenance
Manuals and operating instructions.
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
Page 43 of 50
SAFRAN
HELICOPTER ENGINES
d. Unless otherwise consented to in writing by SafranHE USA, Lessee shall operate Leased Equipment only in
(hereinafter referred to as "the Territory"), Any operation of the Leased Equipment outside such Territory shall
induce immediate termination of the Lease.
e. Lessee shall permit only licensed operators to fly the Aircraft fitted with Leased Equipment.
f. Lessee shall carry out Field and/or Modular Maintenance (Level 1 and 2), as applicable in accordance with the
Agreement and shall keep updated records of maintenance and performance in accordance with the SafranHE
USA Maintenance Manuals and written instructions. The Lessee shall obtain SafranHE USA's written approval
prior to performing any other maintenance activity on the Leased Equipment.
g. Lessee shall not permit any Leased Equipment to be used in violation of any governmental laws, ordinances,
rules, regulations, or contrary to the provision of any applicable insurance policy.
h. To the extent permissible by law, Lessee shall Indemnify and hold SafranHE USA and its Affiliates and each of
their respective directors, officers, employees and insurers harmless from any and all fines, forfeitures,
damages or penalties resulting from violation of such laws, ordinances, rules or regulations. The foregoing
indemnification by Lessee shall not constitute a waiver of its sovereign immunity beyond the limits set forth in
Florida Statutes, Section 768,28.
i. Lessee shall notify SafranHE USA immediately of any and all accidents involving Leased Equipment. Such
notice shall be in writing and include full details of the accident and the names and addresses of all parties and
witnesses. Lessee shall keep SafranHE USA and its insurers fully informed of all claims, suits or proceedings
arising out of any accident involving Leased Equipment. Lessee shall forward to insurer and SafranHE USA a
copy of every demand, notice, summons or other process received in connection with any and all claims, suits
or other legal proceedings resulting from an accident Involving Leased Equipment,
5. REPAIRS AND MAINTENANCE
a. Lessee shall be responsible for all charges and expenses arising out of the operation of the Leased Equipment,
as set forth under Article 19 of the Agreement.
b. In addition, Lessee shall be responsible for all expenses arising out of any Leased Equipment failures caused
by:
1. Lessee failing to operate Leased Equipment in accordance with the applicable Manuals and
procedures;
2. Lessee's negligence with respect to Leased Equipment;
3. Lessee's failure to properly transport, store, install, maintain, or utilize Leased Equipment in
accordance with the Agreement and the current operating recommendation and directions of SafranHE
USA;
4. Any other events defined in Appendix D of the Agreement as Excluded Events.
c. SafranHE USA shall invoice Lessee and Lessee shall be liable for and shall pay to SafranHE USA all amounts
incurred by SafranHE USA to repair or overhaul Leased Equipment due to any of the above -described causes.
6. OWNERSHIP OF LEASED EQUIPMENT
a. This is a lease only and shall not in any way be construed as a contract or agreement for the sale of Leased
Equipment.
b. Lessee acknowledges and agrees that SafranHE USA is the owner of all Leased Equipment hereunder, all of
which shall remain subject to possession and control by SafranHE USA.
c. Lessee further acknowledges and agrees that it has the possessory right to use and operate the Leased
Equipment, which possessory right shall be forfeited upon return of the Leased Equipment or termination or
expiration of this Lease Agreement in any manner.
d. Lessee shall not sell, transfer, sublease or pledge as security any Leased Equipment covered by this Lease
Agreement and shall neither make nor permit any alterations to Leased Equipment without the prior written
consent of SafranHE USA.
e. Lessee shall not relocate the Leased Equipment to a site other than that where the Leased Equipment was first
delivered without the prior written consent of SafranHE USA, which such consent may be withheld by SafranHE
USA for any reason whatsoever.
f. Lessee shall provide to SafranHE USA prior written notice of any change in the ownership or identity of Lessee
upon which SafranHE USA shall have the option of immediately terminating current Lease(s) upon written
notice to Lessee.
g. Lessee shall be responsible for all risk of loss to Leased Equipment during the term of a Lease.
h. SafranHE USA may substitute Leased Equipment of like kind and quality for any of the Leased Equipment
covered under a Lease. Lessee shall afford SafranHE USA unrestricted access to the Leased Equipment.
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
CAO
Page 44 of 50
SAFRAN
7. DELIVERY
HELICOPTER ENGINES
a. The Lessee shall provide SafranHE USA with the airway bill evidencing the shipping of Lessee's Equipment to
be repaired or overhauled in accordance with the Agreement, prior to shipment of the Leased Equipment by
SafranHE USA to the Lessee whenever the Lessee's Equipment is under AOG.
b. SafranHE USA reserves the right to make the same request as above in writing in any other circumstances.
c. Lessee's Equipment shall be delivered to SafranHE USA for Services to be performed in accordance with
Article 9 of the Agreement.
d. Subject to the above conditions a) and b) and receipt of the deposit by SafranHE USA where applicable,
Leased Equipment shall be delivered to the Lessee in accordance with Article 8 of the Agreement.
8. RETURN OF LEASED EQUIPMENT
The Lessee shall comply with the following return of Leased Equipment stipulations:
a. Upon expiration or termination of each Lease or this Lease Agreement, Leased Equipment shall be returned
forthwith and without delay, at Lessee's expense, to SafranHE USA Designated Center in accordance with the
Agreement.
b. Lessee shall return Leased Equipment in the same condition as when received by Lessee, ordinary wear and
tear excepted. If Leased Equipment is returned in unsatisfactory condition, after inspection by SafranHE USA,
Lessee shall pay as an additional charge any and all costs incurred by SafranHE USA to clean, repair and
replace any damage to Leased Equipment.
c. Leased Equipment is leased as complete and acknowledged as such by Lessee. Lessee shall return Leased
Equipment in like configuration. Lessee shall pay as an additional charge any and all cost incurred by SafranHE
USA to replace any missing parts in accordance with Article 11.3 of the Agreement.
d. Lessee shall return Leased Equipment to SafranHE USA within fifteen (15) calendar days following the
expiration or termination of corresponding Lease or of this Lease Agreement for any reason. In the event
Lessee fails to return Leased Equipment within said fifteen (15) calendar days period, without prejudice to
SafranHE USA's other rights and remedies, an amount equal to 300 USD (three hundred US Dollars) per
calendar day shall be assessed against Lessee for each day until Leased Equipment is returned to SafranHE
USA.
e. Prior to Lessee removing Leased Equipment from Lessee's Aircraft, Lessee shall carry out the following checks
in accordance with the SafranHE USA Maintenance Manual and Article 5.4.5 of the Agreement: i) Ground Run
Checks in accordance with Maintenance Manual Chapter 71; (ii) Vibration Checks in accordance with
Maintenance Manual Chapter 71; (iii)Usual checks after last daily flight in accordance with Maintenance Manual
Chapter 5; and (iv) Power Assurance Check in accordance with Flight Manual; and (v) FCU or HMU
Characteristics Control in accordance with Maintenance Manual chapter 73; and (vi) Rear bearing permeability
check in accordance with Maintenance Manual chapter 72. Such checks shall be recorded using the Post
Rental Checks form as referenced in the Agreement under Appendix 2 of this Lease Agreement. Such form,
upon being fully completed, shall be sent to SafranHE USA as soon as the checks have been carried out.
f. Lessee shall record in the logbook power ratings as confirmed prior to Leased Equipment removal.
g. Lessee's failure to perform, record and report the power assurance checks referred to in e) above will result in
Lessee being subject to and liable for an additional charge in an amount corresponding to the cost incurred by
SafranHE USA to perform the necessary checks.
h. Upon return of the Leased Equipment, SafranHE USA shall inspect said Leased Equipment and if applicable
shall invoice Lessee for any missing, replaced or damaged components or accessories in accordance with the
current SafranHE USA Price list.
9. LIABILITY
a. To the extent permissible by law, Lessee shall be fully responsible for and shall indemnify SafranHE USA, its
officers, directors, employees or insurers in respect of loss of or damage to any Leased Equipment under its
custody and control pursuant to the terms of this Lease Agreement. The foregoing indemnification by Lessee
shall not constitute a waiver of its sovereign immunity beyond the limits set forth in Florida Statutes, Section
768.28.
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
CAO
Page 45 of 50
SAFRAN
HELICOPTER ENGINES
To the extent permitted by law, Lessee shall be responsible for, shall indemnify SafranHE USA, its officers,
directors, employees or insurers in respect of any and all claims, losses, liabilities, suits, judgements, expenses
and costs (including attorney fees) or the like in any way connected with the death of or injury to any person
whomsoever, or loss of or damages to any property of any person, entity or company when arising out of, or
having its origin in the Leased Equipment, unless the claim arises from the negligence recklessness or
intentional conduct of SafranHE USA.
10. INSURANCE
Lessee shall take oui and maintain in force the following insurance:
All Risk Rental Equipment Insurance
Lessee shall include the Leased Equipment in its Aircraft third party liability insurance policy and shall take out
and maintain an all risk insurance with respect to the Leased Equipment and all parts therein both when
installed on an Aircraft and while removed from an Aircraft for the full value of the Leased Equipment with
Lessee responsible for payment of any applicable deductibles and a delegation of insurance indemnity to
SafranHE USA settled.
Such insurance shall include a breach of warranty cover and SafranHE USA must be added as an additional
nsured and sole loss payee and shall receive at least thirty (30) Days' prior notice in the event of cancellation or
modification to the policy limits. The policy shall be primary in the event of loss and a provision must be made
ndicating that where there is more than one insured the policy shall respond as if each were separately insured.
Upon request by SafranHE USA, Lessee shall provide certificate of insurance as per the above provisions.
All insurance policies referred to in this article shall contain the indemnity, hold harmless and waiver of
subrogation provisions contained under article 9 in favour of SAFRAN HELICOPTER ENGINES, its off cars,
directors, employees and insurers. Lessee shall supply SafranHE USA with certificates of insurance evidencing
such , indemnity and hold harmless provisions are agreed by Lessee's insurers.
11. TERMINATION
Without prejudice to its other rights and remedies, SafranHE USA may immediately terminate current Leases)
by written notice if Lessee is in breach of any of its obligations under this Lease Agreement and SafranHE USA
has served written notice of the breach to Lessee specifying the facts giving rise to the same; and Lessee fails
to remedy the breach within thirty (30) Days after receipt of the above mentioned written notice.
For the purposes of this article, a breach of the Lessee's obligations of Customer shall include (without
limitation) the following events:
1. Lessee fails to deliver within fifteen (15) calendar Days from the date of receipt of the Leased
Equipment, its Lessee's Equipment that is to be repaired or overhauled.
2. Lessee fails to provide Its authorization to perform such repair or overhaul Services within fifteen (15)
calendar Days following its receipt of SafranHE USA's cost estimate for such repair or overhaul.
3. SafranHE USA deems its ability to recover the Leased Equipment to be in jeopardy.
12. APPLICABLE LAW —JURISDICTION
This Lease Agreement shall be
subject
fo, governed
by
and interpreted
in accordance with US law excluding its
provisions on conflict of laws.
Any dispute that the Parties fail to resolve amicably within a time period of one (1) month as of its notification,
shall be brought exclusively before the Collier County, Florida, USA.
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH CAO
Page 46 of 50
8 Jun,2021
\ SAFR N
For SafranHE USA
Name
Title:
Signa
A rrLST
CRYSTAL K. MNZEL, CLERIC
Board of County Co loners of Collier County Florida
SafranHE USA —
Agreement No OOA.SBH
HELICOPTER ENGINES
For Board of County Commissioners of Collier
County Florida:
Name:
Title:
Signature:
Approved as to form and legality
Scott R, Teach, Deputy County Attorney
Page 47 of 50
8 Jun,2021
SAFRA 11
APPENDIX 1
SafranHE USA Leased Equipment Form
HELICOPTER ENGINES
1. Pursuant to the Lease Agreement under the SBH Agreement no. C-SBH-SafranHEUSA-2020 BT 4 signed between
the Lessee and SafranHE USA, to which this Leased Equipment Form is appended as Appendix 1, all particular
pertaining to the Leased Equipment and the Lessee's Equipment being returned to SafranHE USA for repair or
overhaul Services are recorded below.
1 n nnA Fnnimm�nl•
wcaR Prnnerly:
EnglnelModule* Type:
Engine/Module Type:
Serial Number:
Serial Number:
TSN/TSO:
TSN/TSO:
CSN/CSO:
Reason for Removal:
(Note*: please state if ECU is included or not)
Both Parties understand and agree that the above information is true and accurate and shall only be altered or modified
in writing by signing a new Leased Equipment Form,
For SafranHE USA
Marne:
Title:
Signatur
Board of County C sinners of Collier Counly Florida
SafranHE USA
Agreement No 0.004.SBH
For LESSEE
Name:
Title:
Signature:
CAv
Page 48 of 50
(N SAFRAN
APPENDIX 2
RENTED EQUIPMENT PRE -REMOVAL CHECKS
Results to be sent to SafranHE USA
HELICOPTER ENGINES
SAFRAN HE site address: Customer order
Date:
Customer:
Address:
Tdl, NO: Fax NO: Email:
Helicopter type:
Registration NO:
Equipment type: PIN: SIN:
At installation
Date
TSN
TSO
CSN
CSO
OII t e
At removal
Date
TSN
TSO
CSN
CSO
Oil t e
DESCRIPTION OF INSPECTIONS TO BE PERFORMED BEFORE REMOVAL
Isolated module :the engine power check is required only for the gas generator module
1-Ground run inspection in compliance with Maintenance Manual chapter 71. (please attach records)
2-Vibrations inspection in compliance with Maintenance Manual chapter 71. (please attach records)
3- Inspection after last flight of the day in compliance with Maintenance Manual chapter 5 if applicable. (please attach
the inspection sheet)
4- Engine power check In compliance with Flight Manual. (please provide the two last power checks if possible)
Note Bene: Thanks to insert the Engine and/or Module's Pn and/or Sn each sheet of this form.
DESCRIPTION OF INSPECTIONS TO BE PERFORMED BEFORE REMOVAL OF ISOLATED FCU I HMU
ARRIEL 1 -FCU:
1 -FCU characteristics test
2 - Leak test of deceleration control unit
ARRIEL 2 -HMU Single Chanel:
1 -Check Combined Regulation Mode and Emergency Mode (Flight Manual)
2 - Inspection and test of leakage
ARRIEL 2 HMU -Double Chanel:
1 -Check of Manual Mode (Flight Manual)
2 -Functional as with chanel B
3 - Inspection and test of leakage
ARRIUS 1:
1 -Leak Check at the HP pump /metering unit drain pipe
2 -Check of stop electro valve
Board of County Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
O
Page 49 of 50
SAFRAN
ARRIUS 2 - HMU:
1 - Check of Manual Mode (Aircraft Maintenance Manual)
ARRIUS 2
F - FCU:
1 - Test
of functional
point
of hydro -mechanical governor
MAKILA 1:
1 - Check of static droop line
Board of Counly Commissioners of Collier County Florida
SafranHE USA
Agreement No 20.004.SBH
HELICOPTER ENGINES
Page 50 of 50