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#21-005-NS (Safran Helicopter Engines USA)
8Jun,2021 (= 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 2B2+ ENGINE SERIAL NUMBERS 33147 AND 33151 AIRCRAFT 2105 ************************* AGREEMENT No. 20.004.SBH Board of County Co ssioners of Collier County Florida SafranHE USA Agreement No 0.004.SBH Page 1 of 50 8 Jun,2021 SAFRAN HELICOPTER ENGINES This Support By the Hour 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 CountsieVnIssloners of Collier County Florida AMY. { SafranHE USA Agreement No 20.004.SBH ! Page2of50 8 Jun,2021 SAFRAN HELICOPTER ENGINES Table of Contents ARTICLE 1 -DEFINITIONS 5 ARTICLE 2-PURPOSE AND SCOPE OF THE AGREEMENT 7 ARTICLE 3-DURATION 8 ARTICLE 4-CONDITIONS TO QUALIFY FOR THIS AGREEMENT 8 ARTICLE 5-OBLIGATIONS OF SAFRANHE USA AND COVERED SERVICES 8 ARTICLE 6-BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY FLORIDA'S OBLIGATIONS 9 ARTICLE 7-ORDERS 11 ARTICLE 8-DELIVERY BY SAFRANHE USA 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 22 ARTICLE 15-ASSIGNMENT AND TRANSFER 23 ARTICLE 16-LAW AND JURISDICTION 24 ARTICLE 17-MISCELLANEOUS 24 ARTICLE 18-CONFIDENTIALITY 27 ARTICLE 19-ETHIC 27 Board of County C missioners of Collier County Florida ` SafranHE USA r� Agreement No 20.004.SBH Page 3 of 50 8 Jun,2021 SAFRAN HELICOPTER ENGINES Appendices APPENDIX A-AIRCRAFT AND EQUIPMENT COVERED BY THIS AGREEMENT 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 APPENDIX F-N/A 36 APPENDIX G-N/A 37 APPENDIX H-CERTIFICATE OF TITLE TRANSFER 38 APPENDIX I -MONTHLY OPERATING REPORT 39 APPENDIX J-SCHEDULED REMOVAL PLAN 40 APPENDIX K- EQUIPMENT REMOVAL REPORT 42 APPENDIX L-LEASE AGREEMENT 43 Board of County issioners of Collier County Florida SafranHE USA Agreement No 20. 04.SBH Page 4 of 50 8 Jun,2021 ; SAFRAN HELICOPTER ENGINES ARTICLE 1 —DEFINITIONS "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 ineligible 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 ("DEC U"). "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 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. "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- engines.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 Cop issioners of Collier County Florida MI SafranHE USA oCN Agreement No 2 004.SBH Page5of50 8 Jun,2021 `=: SAFRAN• HELICOPTER ENGINES "DAY"means calendar day except where expressly specified as business day. "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), 41 Board of County C`/missioners of Collier County Florida • SafranHE USA , Agreement No 20.004.SBH Page 6 of 50 8 Jun,2021 SAFRAN HELICOPTER ENGINES 2) Service letters, 3) Safran Helicopter Engines service bulletins, 4) Maintenance tools catalog;and 5) Maintenance spare parts catalog. "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 replacement of Covered Equipment under a Lease agreement or Standard Exchange solution. I "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 in 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 identified 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 lncoterms. "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 County 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 C miss€oners of Collier County Florida SafranHE USA Agreement No 20.004.SBH Page 7 of 50 8 Jun,2021 SAFRAN HELICOPTER ENGINES 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. V 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: V 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 issioners of Collier County Florida VA/ SafranHE USA Agreement No 20.004.SBH Page 8 of 50 8 Jun,2021 --:,; 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 6—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 issioners of Collier County Florida C e " SafranHE USA Agreement No 20.004.SBH Page 9 of 50 8 Jun,2021 SSAFRAN 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. !!!t 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 C issioners of Collier County Florida '/1 f SafranHE USA Agreement No 20.004.SBH • Page10of50 8 Jun,2021 44;\ SAS RAN 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 specified 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 Issioners of Collier County Florida ?O 1 1 SafranHE USA _ Agreement No 20.004.SBH Page 11 of 50 8 Jun,2021 Y SAFRAN HELICOPTER ENGINES 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 reporting 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 p Y g9 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 r Board of County C. issioners of Collier County Florida fan SafranHE USA , i Agreement No 20..14.SBH ii Page 12 of 50 I 8 Jun,2021 HELICOPTER ENGINES SAFRAN 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. 9.7. 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 implied 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 CCoorr,,xx,issioners of Collier County Florida 01 / SafranHE USA Agreement No 20.004.SBH Page 13 of 50 8 Jun,2021 SAFRAN HELICOPTER ENGINES County Florida shall be covered by the warranty according to Safran Helicopter Engines Warranties Conditions. 10.2. WAIVER/DISCLAIMER 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 (I) BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY FLORIDA'S NEGLIGENCE IN THE USE, OPERATION OR CONTROL OF EQUIPMENT AND/OR (II) 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 TERMINIATION 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 issioners of Collier County Florida Y'f 1, SafranHE USA Agreement No 20.004.SBH Page 14 of 50 8 Jun,2021 ,,,,,. .50-, SAFRAN 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 insurance 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 indicating that where there is more than one insured the policy shall respond as If each were separately insured. 4 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 County C issioners of Collier County Florida P "" SafranHE USA _ Agreement No 20.004.SBH Page 15 of 50 8 Jun,2021 { `• SAFRAN 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 Liability: Coverage shall have minimum limits of $5,000,000 Per Occurrence, $5,000,000_aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors;Products and Completed Operations and Contractual Liability. B. 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 insurance provisions. Renewal certificates shall be sent to the County thirty (30) days prior to any expiration date. t 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 I. coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. �I Board of County C�gg�missioners of Collier County Florida \I SafranHE USA Y� Agreement No 20.004.SBH Page 16 of 50 i 8 Jun,2021 / SAFRAN 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 SERVICE LIFE LIMIT ELAPSED AT CREDIT NOTE= LIFE LIMIT X TIME OF ITS REPLACEMENT •if the item has no life or use limit: Board of County C. issioners of Collier County Florida �( 1 SafranHE USA#/1A1 Agreement No-0.004.SBH Page 17 of 50 8 Jun,2021 • /,:' \ $4.0SAFRAN HELICOPTER ENGINES CREDIT NOTE = ITEM 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 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. { 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 https://www.safran- i group.com/suppliers/websites-and-applications/Tools%20and%20suoolier%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 ti to provide the documents prior to incurring any charges. 3) Labor and Transportation. Unless otherwise agreed in this Agreement, Board of County 1 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 removal 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 Co ssioners of Collier County Florida SafranHE USA_ Agreement No 20.004.SBH Page 18 of 50 8 Jun,2021 € ; SAFRAN 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. 12.2. 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. 12.3. Reconciliation • Board of County issioners of Collier County Florida SafranHE USA Agreement No 20.004.SBH Page 19 of 50 8 Jun,2021 SAFRAN 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 (c)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(/anOAted amounts are preserved. Board of County issioners of Collier County Florida SafranHE USA Agreement No 20.004.SBH Page 20 of 50 8 Jun,2021 j7 SAFRAN HELICOPTER ENGINES ARTICLE 13—IMPORT&EXPORT CONTROL 13.1. The Party which is exporting 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 et 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 • issioners of Collier County Florida `YAI SafranHE USA ,ST Agreement No 20.E u4.SBH Page 21 of 50 8 Jun,2021 SAFRAN 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 its 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 liquidation 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. 14.2. 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. i i Board of County Co, Ii1 ssioners of Collier County Florida (On SafranHE USA , .t.. Agreement No 0.004.SBH Page 22 of 50 • 8 Jun,2021 SAFRAN 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 (6) 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. is 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 issioners of Collier County Florida j SafranHE USA Agreement No 20.004.SBH Page 23 of 50 3 8 Jun,2021 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. 17.8. 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 Q mpfssioners of Collier County Florida SafranHE USA O'%y Agreement No 20.004.SBH Page 24 of 50 8 Jun,2021 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 counterparts, 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. 1 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 o- l'ssioners of Collier County Florida SafranHE USA ,. fI Agreement No i.004.SBH CAO Page 25 of 50 8 Jun,2021 SAFRAN HELICOPTER ENGINES 17.18 Compliance of Law. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C, 1324, et seq. and regulations relating thereto, as either may be amended; taxation, workers' compensation, equal employment and safety including, but not limited to, Florida Public Records Law Chapter 119 , including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b)as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: Publicrecordrequestt colliercountyfl.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. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 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 •L,,sioners of Collier County Florida SafranHE USA , am'+ Agreement No 20.044.SBH Ao Page 26 of 50 8 Jun,2021 rj 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$500 per incident. 17.20 Safety. All Contractors and subcontractors performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Also, all Contractors and subcontractors shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. Collier County Government has authorized the Occupational Safety and Health Administration (OSHA) to enter any Collier County Facility, property and/or right-of-way for the purpose of inspection of any Contractor's work operations. This provision is non-negotiable by any division/department and/or Contractor. All applicable OSHA inspection criteria apply as well as all Contractor rights, with one exception. Contractors do not have the right to refuse to allow OSHA onto a project that is being performed on Collier County Property. Collier County, as the owner of the property where the project is taking place shall be the only entity allowed to refuse access to the project. However, this decision shall only be made by Collier County's Risk Management Division Safety Manager and/or Safety Engineer. 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 information contained in this Agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla. Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. 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 a need-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 ' sioners of Collier County Florida 017 SafranHE USAc7 �d Agreement No 0.0 SBH Page 27 of 50 AO 8 Jun,2021 SAFRAN HELICOPTER ENGINES Each Party solemnly declares that: - It 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 influence 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] FI [ Board of County Co sinners of Collier County Florida 41 SafranHE USA Agreement No .00 .SBH F' Page 28 of 50 C40) 8 Jun,2021 SAFRAN 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& BOARD OF COUNTY COMMISSIONERS Comptroller , 7/ COLLIER COUNTY, FLORIDA i % ' < By. - , PENNY T OR, Ch r Dated:, SEAL . �.,�1�,.�baCilu'srman s Contra.C•V Witnesses: CONTRACTOR: i Safran He l opter Engines A, Inc Klialik - Si �_ By Fi st Witn ss kiure nTType/pri witness T �1R\ C[ RUCi f �it a-o ` TType/pEi ignature and titic S cond Witnes Q %)e ) c djO/d7 `I e11�_ J I i TType/print w1ness name App ved to r a d Leg lid Deputy County ttor ey Print Name Board of County ssioners of Collier County Florida_g— SafranHE USAo Agreement No 20.0 4.SBH Page29of50 CM); 8 Jun,2021 SAFRAN 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 Registra TYPE SIN COUNT MISSI HOURS CYCLES COVERAGE H135T3 2105 ARRIUS 331 EMS 300 September, 16th H135T3 2105 ARRIUS 331 EMS 300 • t r l 1 1 I + Board of County •.;issioners of Collier County Florida SafranHE USA Agreement No 0.014.SBH • Page 30 of 50 8 Jun,2021 f t� SAFRAN 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 2B2+ 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 f 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 1t 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 ft ) r[4 Board of County Co;i.sioners of Collier County Florida /1 ► SafranHE USA .- L Agreement No ..004.SBH Page 31 of 50 � .t) 8 Jun,2021 SAFRAN 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 refers 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 part number. Board of County C.. n',sioners of Collier County Florida SafranHE USA Agreement No 20.1'4.SBH Page 32 of 50 8 Jun,2021 SAFRAN HELICOPTER ENGINES APPENDIX D-EXCLUDED EVENTS 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 , nissioners of Collier County Florida r 1 SafranHE USALC�' Agreement No 20.004.SBH11) Page 33 of 50 8 Jun,2021 raj SAFRAN 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 rate. 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 Type Aircraft SIN Registration Number End of discount date H135 T3 2105 September,16th of 2022 Pursuant to article 11 of the Agreement, the above rate(s)shall be escalated as follow: -Capped Escalation formula: P - P x ( 1 +Rn%) n 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. 5w"rev"n-2 PsdG2 n-2 NITI(TRane) AIuB"reel" n-2 Ail"revl" n-2n-2 Kn = 0,70 + 0,10 + 0,05 + 0,10 + 0,05 Sri rev" PsdG2 NM(Thane) Alue"revl" Ail"revl" n-3 n-3 n-3 n-3 n-3 c .e= r I C:ei,.tVr-al'i ) t :Z 0 tl Index Identification I<14 Gt ti Sw"rev" 1565183 http:/lwww,indices.insee.fr/bsweblserviet/bsweb PsdG2 http:/Iwww.achats.defense.gouv.fr/Indices-Psd NITI(Titane) http:IJwww.achats.defense.gouv.fr/indices-NITI,40154 Board of County o f5sioners of Collier County Florida '4�t 1 SafranHE USA /'Y Agreement No 0.004.SBH Page 34 of 50t ttl 8 Jun,2021 1 SAFRAN HELICOPTER ENGINES AluB "revl" 1653400 http://www.indices.insee.fr/bsweb/serviet/bsweb Ai2"revl" 1653190 http://www.indices.insee.fr/bsweb/serviet/bsweb Application of minimum/maximum levels as follows: Kn(%) Rn (%) K<3 3 3< K<5 Kn K>5 5 II Board of County issioners of Collier County Florida cOM SafranHE USA Agreement No 20.004.SBH Page 35 of 50 8 Jun,2021 SAFRAN HELICOPTER ENGINES APPENDIX F -N/A 1 Board of County ssioners of Collier County Florida �A/ SafranHE USA Agreement No 20.004.SBH • Page 36 of 50 8 Jun,2021 - SAFRAN HELICOPTER ENGINES APPENDIX G-N/A Board of County sinners of Collier County Florida 0 SafranHE USA G Agreement No 20.004.SBH . Page 37 of 50 8 Jun,2021 SAFRAN HELICOPTER ENGINES APPENDIX H -CERTIFICATE OF TITLE TRANSFER I. TRANSACTION TYPE: SBH Standard Exchange 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 II. EQUIPMENT RECEIVED FROM SAFRANHE USA: Variant Description Pad 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 ; p ssioners of Collier County Florida SafranHE USA 1'S.' Agreement No 004.SBH Page 38 of 50 8 Jun,2021 0 a o u z ) % B cr Li. z ƒ § \ Zi tn w Z . . L9 -a Z 0 / / z ui CL e 2 z LU I- 0 < . , § LLI % 2 u % O 0 � / $ « U Z f a I w 2 ¥ I ƒ G 0 § @ % m 2 >- E \ ( co / • j § \ ) Z Z > Q n_ 2 07 z U 7.3 0 ° 2 2 k c _ _ 6 k o j )- a. 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BH Page 42 of 50 8 Jun,2021 SAFRAN 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")a political 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 Co 'ssioners of Collier County Florida X2 41 SafranHE USA Agreement No 20.004.SBH Page 43 of 50 8 Jun,2021 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 11 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 �SaafrannHHE USA unrestricted access to the Leased Equipment. Board of County C.• n'.sioners of Collier County Florida ('� SafranHE USA . Agreement No 2..04,.SBH Page 44 of 50 8 Jun,2021 \`. SAFRAN HELICOPTER ENGINES 7. DELIVERY 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 C. ioners of Collier County Florida io l/ r SafranHE USA Agreement No 2 .004.SBH Page 45 of 50 8 Jun,2021 ` , 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 out 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 insured 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 indicating 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. I 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 officers, • 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 Lease(s) 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 to, 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 C ioners of Collier County Florida /I SafranHE Agreement N No .00 00 .SBH ' Page 46 of 50 8 Jun,2021 \`= SAFRAN HELICOPTER ENGINES For SafranHE USA For Board of County Commissioners of Collier County Floii6 . Name: t.‘e D:Egik.lt✓o l Name: Title: 7?) Title: tnn T i' C ,' Signatur Signature: A'f`JES7`' App oved as o and legality CRY.S AL-K.KINZEL,CLERK cvmuLtter Sco hkputy County Attorney Attest as'-to alrthao's Board of County Co loners of Collier County Florida i SafranHEOV A Agreement No .00 .SBH Page 47 of 50 8 Jun,2021 SAFRAN HELICOPTER ENGINES APPENDIX 1 SafranHE USA Leased Equipment Form 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. Leased Equipment: Lease Property: Englne/Module*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) j 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 For LESSEE Name: ill `( Name: Title: Title: Signature: Signature: I i Board of County C ' sioners of Collier County Florida .. SafranHEiii A Agreement No 0.004.SBH coA Page 48 of 50 8 Jun,2021 =4, SAFRAN HELICOPTER ENGINES APPENDIX 2 RENTED EQUIPMENT PRE-REMOVAL CHECKS Results to be sent to SafranHE USA SAFRAN HE site address: Customer order Date: Customer: Address: Tel.N°: Fax N°: Email: Helicopter type: Registration N°: Equipment type: P/N: S/N: At installation Date _ TSN TSO CSN CSO Oil type At removal Date TSN TSO CSN CSO Oil type 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) Nota 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/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 test 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 CArtsioners of Collier County Florida ,Ofr� SafranHE USA Agreement No 20.004.SBH Page 49 of 50 8Jun,2021 SAFRAN HELICOPTER ENGINES 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 County C.• 'ssioners of Collier County Florida k)/91 SafranHE USA A.i.�Agreement No 2. 0 .SBH CA() Page 50 of 50