Loading...
HomeMy WebLinkAboutExhibit AAIRBUS It I Cam HELICOPTERS He HCare PARTS BY THE HOUR (PBH) CONTRACT BETWEEN City of Miami AS350B2 SN 8089 AND Airbus Helicopters Inc. 17-1283 AIRBUS 1.1 Cam HELICOPTERS Between: Airbus Helicopters Inc., a company duly incorporated under the laws of Delaware and having its office at 2701 Forum Drive Grand Prairie, TX phone 972-641-0000. Hereinafter referred to as "Airbus" Represented by: Mike Muniz In his capacity of: Director of Support and Services on the one hand, And: City of Miami having its head office at 444 S.W. 2nd Ave 10th Floor, Miami, Florida 33130 Hereinafter referred to as "the City", Represented by: City of Miami 444 S.W. 2nd Ave 10th Floor Miami, Florida 33130 T: 305-416-1025 Email CityManager@miamigov.com In his capacity of: City Manager, City of Miami on the other hand, Airbus and the City shall be referred to collectively as the "Parties" and separately as the "Party". 17-1283 AIRBUS IFICam HELICOPTERS 11.IC2r l TABLE OF CONTENT ARTICLE 1. ARTICLE 2. ARTICLE 3. ARTICLE 4. ARTICLE 5. ARTICLE 6. ARTICLE 7. ARTICLE 8. ARTICLE 9. ARTICLE 10. ARTICLE 11. ARTICLE 12. ARTICLE 13. ARTICLE 14. ARTICLE 15. ARTICLE 16. ARTICLE 17. ARTICLE 18. ARTICLE 19. ARTICLE 20. DEFINITIONS AND GLOSSARY 5 PURPOSE OF THIS CONTRACT 8 ENTRY INTO FORCE 8 DURATION OF THE CONTRACT 8 PRICING CONDITIONS 8 CONDITIONS FOR PAYMENT 10 OBLIGATIONS OF AIRBUS 11 OBLIGATIONS OF THE CITY 12 ORDERS NOTIFICATIONS 18 RISK AND TITLE 19 EXPORT AND IMPORT LICENSES/AUTHORIZATIONS 20 CONTRACT LIMITS 20 LIABILITY 20 FORCE MAJEURE - EXCUSABLE DELAY 21 APPLICABLE LAW 22 INTELLECTUAL PROPERTY RIGHTS 22 CONFIDENTIALITY & CLASSIFIED INFORMATION; PUBLIC RECORDS 22 WARRANTY. 23 CONTRACT TERMINATION /EXPIRATION 24 MISCELLANEOUS 26 APPENDIX 1 - PARTS COVERED UNDER THE CONTRACT 30 APPENDIX 2 - BUY -IN TABLE 33 APPENDIX 3 - CONTACT INFORMATION 34 APPENDIX 4 - HELICOPTERS IDENTIFICATION .. 36 APPENDIX 5 - INITIAL CONFIGURATION REPORT 37 APPENDIX 6 - MONTHLY FLIGHT HOUR REPORT 39 APPENDIX 7 - PBH REQUEST FORM 40 APPENDIX 8 - OWNER'S AUTHORIZATION 41 APPENDIX 9 - SCHEDULED REMOVAL PLAN 42 APPENDIX 10 - RETURN MATERIAL AUTHORIZATION . 43 APPENDIX 11 - CONFIDENTIALITY 44 17-1283 AIRBUS HELICOPTERS HCare RECITALS: ■ Whereas the City has acquired and/or operates helicopters manufactured by Airbus and has invited Airbus to provide an offer for the supply of support services for those helicopters, ■ Whereas Airbus has proposed to the City a support service called Parts by the Hour (PBH) for helicopters manufactured by Airbus, • Whereas the City has agreed to purchase such services. Now, both Parties agree to the following: 17-1283 AIRBUS HELICOPTERS FA' Cae ARTICLE 1. DEFINITIONS AND GLOSSARY Unless otherwise defined, capitalized terms used in the Contract shall have the meaning set out below: Aircraft on ground (AOG) refers to a situation in which the Helicopter is unable to fly because of the unscheduled need for replacement or depot level maintenance of a Helicopter Part included in the City Minimum Equipment List requirements. Abnormal Corrosion refers to the trace of corrosion that should have been avoided if the City had followed the instructions indicated in the Aircraft Maintenance Manual, Standard Practices and Corrosion and Erosion. Control Guide Accidentllncident refers to any abnormal operational conditions (including but not limited to sudden stoppage, hard landing, overtorque, rotor overspeed, impacts on main or tail rotors...) which damages the Helicopter. AMM means Aircraft Maintenance Manual. ASB means Alert Service Bulletin. BFE/CFE means City/City Furnished Equipment Buy -In means a reserve for overhaul per Helicopter payable upon entry into force of the Contract or during the execution in case additional pre -used Helicopters are integrated in the scope of the Contract. Buy -Out means the remaining reserve for overhaul, at the time of the Contract expiration, which has not been used during the Contract. Consumables means all expendable material, non -repairable Parts such as but not limited to nuts, bolts, sheet metal work, or low-cost parts such as but not limited to packing, gaskets, seals and filters. Contract means the present Contract made of the articles of contract together with its appendices Core Unit refers to a Part which is not serviceable and needs to be replaced by a Standard Exchange Part. Flight Hour refers to an hour of operation as written out in the Logbook in accordance with Airbus instructions outlined in the Master Servicing Recommendations (MSR). FOD (Foreign Object Damage): refers to damage to the Helicopter and its components resulting from the intake of and/or collision with any exterior object. Helicopter(s): refer(s) to all helicopters covered by the present Contract as listed in Appendix 4. Helicopter Cycle is defined in accordance with the AMM. One Helicopter cycle is achieved when a ground contact is made by the Helicopter whether the rotor is stopped or not. External load carrying operations result in an increase of the Helicopter Cycle number as defined in AMM. 17-1283 AIRBUS '' I Care HELICOPTERS Hoist Cycle: 1 Cycle is defined as follows: In flight: One lowering plus one raising operation irrespective of the length of cable unwound and the load used -or on the ground: One lowering unwinding the cable by 5 meters or more and an equivalent raising operation, irrespective of a load used. ITAR: signifies International Traffic in Arms Regulations. Line Maintenance refers to maintenance for which procedures are described in the OEM documentation. Maintenance means in this Contract: • Third level: LEVEL "D" (Depot Level) which includes major repair and Overhaul at the OEM or at approved repair centers according to specific documentation and performed with specific tools/test equipment and by specialized personnel including reconditioning, complete overhaul of Parts (mechanical, ...) Mandatory Modifications refers to every modification that has an appreciable effect on the mass, balance, structural strength, reliability, operational characteristics, noise, fuel venting, exhaust emission, or others characteristics affecting the airworthiness of the Products and/or Parts and/or D-Level Parts and/or Component. The time schedule and the procedure of implementation of the modification in the Products and/or Parts and/or D Level Parts and/or Component shall be described in an Alert Service Bulletin and/or a Technical Directive issued by Airbus. MMEL means Master Minimum Equipment List MSM signifies Master Servicing Manual. NFF signifies No Fault Found, when an alleged defect is not confirmed during a technical expertise by Airbus of a removed part. Obsolescence or Obsolete Part means any semi -finished part, material or component of the item, manufactured by the supplier or a third party, which has been taken out of production and cannot be purchased or repaired on the market to meet the serial production and/or support needs of Airbus or its City's. Obsolescence can have various root causes such as, without limitation: regulations, technical and technological evolution, supplier defects... OEM signifies Original Equipment Manufacturer. Overhaul refers to work required which will enable the Part to begin a new Time -Between -Overhaul (TBO) period. Part refers to an item covered under this Contract and which is listed in the Appendix 1. Removal: 17-1283 AIRBUS HCare II Cale HELICOPTERS Scheduled Removal refers to the removal of a Part performed in accordance with the time intervals specified in the OEM documentation. Unscheduled Removal means a removal which is not scheduled. Service shall refer to activities performed by Airbus as described in ARTICLE 2. Service Life Limit (SLL) means the length of time during which a Part can be operated or used economically or before breakdown. Serviceable Part means a Part in airworthy condition. Standard Exchange Part refers to a Part in serviceable condition delivered by Airbus to replace a Core Unit. TO shall mean the Entry into Force of the Contract. T1 shall mean the end of the Contract. TBO "Time Between Overhaul" refers to the number of Flight Hours between Scheduled Overhaul as specified in the Aircraft Maintenance Manual (AMM) for the corresponding Part. TCI means Time Change Item. TSN Time Since New" refers to the total number of Flight Hours of the helicopter since its first flight. TSO "Time Since Overhaul" refers to the number of Flight Hours before Scheduled Overhaul as specified in the Aircraft Maintenance Manual (AMM) for the corresponding Part. Type of helicopter refers to a family of Helicopters manufactured by Airbus. 17-1283 AIRBUS HCare Care HELICOPTERS NEM Hen ARTICLE 2. PURPOSE OF THIS CONTRACT The purpose of the Contract is to set forth the terms and conditions under which Airbus shall provide the City with the Service and the City agrees to purchase such Service. The Service consists in providing the City with an airworthy Standard Exchange Part in case of: -Scheduled Removal, or -Unscheduled Removal, or, -When a Part is reaching its Service Life Limit The Contract covers the third level Maintenance ("D level') only, Line Maintenance being expressly excluded. ARTICLE 3. ENTRY INTO FORCE This Contract shall enter into force after the occurrence of the latest of the following events: signature of the Contract by both Parties, and - Payment to Airbus of the Buy -In by the City. In case within four (4) months after Contract signature, the above conditions have not been fulfilled, the Contract shall be deemed null and void. ARTICLE 4. DURATION OF THE CONTRACT The Contract shall have a five (5) year duration. Beyond this initial period, the present Contract may be renewed for successive periods of one (1) year, following the acceptance by the City of updated PBH rates and subject to the signature by both Parties of an amendment to the Contract. The City shall notify Airbus at least thirty (30) days before the expiration of the Contract of the City's decision not to renew the Contract. ARTICLE 5. PRICING CONDITIONS 5.1 OPERATIONAL CONDITIONS The hourly rate indicated below shall be applicable taking into account the following assumptions: 1. Operation location: Miami, FL 2. Number of Cycles: 400 hours per year, typical mission profile is roughly one take off/1 per 2-3 hours or full mission fuel. Patrol over City of Miami. 3. Initial configuration (as defined in appendix 5): See attached 4. Delivery place: Airbus Helicopters Inc. Grand Prairie, TX 5. Operation environment: City of Miami The City shall immediately inform Airbus in writing of any operational condition change. 17-1283 AIRBUS 1.ICam HELICOPTERS FICe In case of a change in the above mentioned operational conditions, Airbus shall be entitled to request a reasonable increase to the Hourly rate below in Article 5.2 below. Thus, Airbus shall notify in writing the hourly rate modification and the related reasons within 30 days of said change. Such modification shall be applicable from the receipt of the notification by the City and an amendment reflecting such modifications shall be signed by both. 5.2 PROGRAM COVERAGE The services included under this contract are as follows (defined list of parts): • Basic Equipment • Dynamics • Blades 5.3 HOURLY RATE The Services performed by Airbus under the Contract are invoiced at a rate payable by the City for every Flight Hour of the respective Helicopter. The hourly rate applicable for hours operated during year 2017 is set at: In Warranty rate: $136.41 USD per Flight Hour before Taxes, (2017 economic conditions) Out of Warranty rate: $181.88 USD per Flight Hour before Taxes, (2017 economic conditions) Every year the above mentioned hourly rate may increase according to a yearly escalation rate. The yearly escalation rate shall be three percent [3%] per year. The first escalation shall be applied on or after January First, [2018]. The fixed hourly rate defined above remains unchanged between the 1st of January and the 31st of December of each year. Provided however, it is understood and agreed that the applicable fixed hourly rates will be adjusted by Airbus for any covered aircraft coming out of warranty at any point during the calendar year or for any covered aircraft whose coverage under this Contract is changed or amended. 5.4 MINIMUM SERVICE CHARGE The minimum annual service charge payable to Airbus shall be based on the sum of the annual consumed Flight Hours (over one calendar year) of one hundred (100) hours per enrolled Helicopter. For Helicopter(s) enrolled after the effective date of this Contract or its anniversary date, the one hundred (100) minimum hours shall be prorated over the time the Helicopter(s) is/are enrolled up to December 31st of the same year. 5.5 SUPPLEMENTARY CHARGES Supplementary charges may be invoiced by Airbus to the City for reconditioning or other expenses undertaken by Airbus in connection with, but not limited to the following reasons: 17-1283 AIRBUS I.' Care HELICOPTERS • If the number of Cycles consumed by the City is found to be higher than_ (4 Cycles per Hour) per Flight Hour for a given period, • Unjustified Removal and/or return of Core Unit without prior approval of Airbus (NFF), up to six per cent (6%) of the Spare Price indicated in Airbus's Spare Price catalogue, • Unusual wear and tear (excluding corrosion) due to poor maintenance or incorrect handling and storage condition, • Return of incomplete Core Unit, • Non repairable Core Unit or any Part lost by the City. In such cases, Airbus reserves the right to invoice the price of a brand new Part. Such supplementary charges will be invoiced by Airbus to the City according to Airbus's relevant tariff at the time the service is carried out. ARTICLE 6. CONDITIONS FOR PAYMENT 6.1 INVOICING TERMS Airbus's invoices will be issued monthly, in USD only, on the basis of hours flown declared on the monthly report and on the hourly rate detailed in article 5.2. If the City does not provide Airbus with the monthly report of Flight Hours, Airbus will issue an invoice based on the following calculation formula: During first year of Contract: Hourly Rate x (Flight Hours as estimated in Appendix 4) / 12. For the following year of Contract: Hourly Rate x (Flight Hours based on City activity of the previous year) / 12. When invoices are based on estimate, the City shall provide Airbus with a copy of its log book not later than 10[" of January of the following year. The end of year invoice will be adjusted according to actual Hours flown indicated in the log book. If the total Flight Hours invoiced according to the Flight Hour report (Appendix 6) does not correspond to the Helicopter log book records (or Part log card), Airbus will be entitled to issue an additional invoice based on the applicable hourly rate multiplied by the supplementary Flight Hours indicated on the log book. All invoices issued by Airbus shall be settled by the City within (30) thirty days. Airbus shall submit proper bank documentation to the City to process payments via Automated Clearing House (ACH). • Airbus 's Bank account 6.2 TAXES The City is exempt from any taxes imposed by the State and/or Federal Government. 17-1283 Eti-i AIRBUS Fl Care HELICOPTERS 6.3 PAYMENT AND INFORMATION DELAY Payment shall be in accordance with Florida Statutes Sections 218.73 and 218.74 of the Florida Prompt Payment Act. All payments not made within forty-five (45) days shall accrue interest thirty (30) days following their due date at a rate of one (1) percent per month (e.g. 12°/a per year, or lesser rate may be the maximum permissible rate under applicable State of Florida laws). No advance or future payment shall be made at any time. ARTICLE 7. OBLIGATIONS OF AIRBUS 7.1 FULFILLMENT OF THE SERVICES Airbus shall supply Standard Exchange Parts to the City as described in ARTICLE 2. The City acknowledges that Standard Exchange Part delivered by Airbus may have been used by a previous operator and may not be delivered at full TBO. 7.2 MANDATORY MODIFICATIONS Airbus shall perform Mandatory Modifications of the Parts which are covered by the Contract. If a Mandatory Modification falls into the scope of Line Maintenance, then Airbus shall provide the Mandatory Modification kit at no additional costs to the City. The City shall be responsible for its proper implementation. All the labor costs shall be borne by the City. 7.3 DELIVERY Airbus shall deliver the Parts to the City, FOB Airbus sites or logistic platforms. In AOG situations, These orders will be given the highest priority to ensure same day processing. Emphasis will be placed on order priority and required delivery dates. Airbus shall deliver a Standard Exchange Part FOB Airbus's sites or logistic platforms , given component stock available within twenty four (24) Hours following receipt of the PBH request form attached as Appendix 7 (e-mailed or faxed) from the City. In case of Unscheduled Removal Airbus shall deliver a Standard Exchange Part FOB Airbus sites or logistic platforms given component stock available, within seven (7) days following receipt of the PBH request form attached as Appendix 7 (e-mailed or faxed) from the City. In case of Scheduled Removal, Airbus shall deliver a Standard Exchange Part FOB Airbus sites or logistic platforms given component stock availability, within ten (10) days, before the Removal date scheduled by the City on the request form attached as Appendix 7 (e-mailed or faxed) from the City. Airbus will notify the City, by fax, or email, or phone, in order to inform the City of the date when the ordered Part will be available at the agreed location. 7.4 QUALITY ASSURANCE Services as well as repairs/Overhauls of Parts supplied and/or carried out by Airbus at an appropriately rated facility within Airbus Helicopters network. 17-1263 AIRBUS 1-1 Care HELICOPTERS 11.11Cle 7.5 INSURANCE COVERAGE Airbus shall subscribe and maintain in full effect an appropriate insurance to notably cover its risks related to product liability for the Contract duration. 7.6 INTERVENTION OF AIRBUS'S TECHNICAL REPRESENTATIVE Airbus may send a technical representative to City's premises (or operational base), whenever this intervention is considered to be the best way to optimize the performance of the PBH Services, to avoid irrelevant return/exchange of the Core Unit and to find the most appropriate technical solutions. Such intervention shall be done at Airbus's expenses. In such a case, Airbus shall send a prior notice to inform the City and this latter shall grant Airbus's technical representative all necessary access/authorization to its premises. Such intervention cannot include a Line Maintenance action that remains City's responsibility. 7.7 BUY-OUT At the expiration of the contract, the City may exercise the Buy -Out option of this Contract after meeting obligations, notably the complete payment of PBH invoices owed under the Contract and return of Core Units; if this option is the best interest of the City, for its own convenience, by giving Airbus 30 days' written notice. Airbus shall refund the City all unused funds per the buy-out calculation listed below, minus any part purchases after the thirty (30) day written notice. Airbus shall have no recourse against the City except to recover direct cost through the date of buy-out. Airbus shall evaluate the Buy -Out amount according to the following calculation method: 60% x component PBH rate x TSO (or TSN) of each TBO-monitored / SLL 1 TCI parts listed in Appendix 2 The refunding shall correspond to 60% (sixty per cent) of the hourly rate paid for the respective TBO- monitored / SLL / TCI Parts (listed in Appendix 2) since the last replacement or regarding the main and tail rotor blades, if applicable, according to the latest Maintenance performed by Airbus or replacement, whichever last occurs. The credit amount is limited to each TBO-monitored / SLL / TCI Parts listed in Appendix 2 current Standard Exchange price indicated in Airbus's Spare Parts Price List catalogue. ARTICLE 8. OBLIGATIONS OF THE CITY 8.1 PRIOR TO PBH PERFORMANCE As a prerequisite for the performance of the Services, the City shall fulfil the following obligations: 17-1283 AIRBUS I Cate HELICOPTERS 8.1.1 Owner authorization If the Helicopter(s) is not the property of the City, then the City shall provide Airbus with the owner's authorization (using the form set forth in Appendix 8) to perform the Services. 8.1.2 Pre -owned or in-service Helicopters) If the Helicopter(s) is (are) not newly manufactured: (a) All Helicopter(s) log books and requested historical records shall be submitted for evaluation of the Buy -In to be paid to set up a maintenance reserve for the Helicopter. This information shall include the previous servicing facilities records as well as any warranties applicable at the Helicopter entrance in the Contract. (b) All Mandatory Modification(s) as issued by the manufacturer in the relevant Alert Service Bulletin and applicable to the Helicopter(s) shall have been performed. (c) In case the City wants an additional Helicopter to be covered by this Contract after its effective date, Airbus reserves the right to request an inspection before accepting to cover the Helicopter under the PBH Contract. Airbus reserves the right to refuse to cover the Helicopter if it does not fulfil maintenance standards based on Airbus and OEM maintenance documentation. The City shall authorize and bear the associated costs of a physical inspection of Helicopter(s), logbooks and stocks evaluation to be performed by Airbus. This inspection scheduling will be agreed between the Parties. Costs and payment terms of such an inspection will be deducted from the Buy -In. (d) Buy -In payment The Buy -In amount shall be paid in accordance with the following terms: Component(s)/Equipment(s) subject to Buy -In are listed in Appendix 2. The Buy -In amount shall be determined after inspection of the Helicopter and the City's stock performed by Airbus, when the Helicopter is not newly manufactured. The Buy -In amount is calculated on the Parts hours flown before the entrance into the Contract. The Buy -In is calculated as follows: 60% x component PBH rate x TSOTo (or TSNro) of each TBO-monitored 1 SLL / TCI parts listed in Appendix 2 The City shall pay upon the signature of the present Contract the calculated Buy -In amount which is determined according to the above formula in accordance with Florida Statutes Sections 218.73 and 218.74 of the Florida Prompt Payment Act. All payments not made within forty-five (45) days shall accrue interest thirty (30) days following their due date at a rate of one 17-1283 E.; AIRBUS Care HELICOPTERS I (1) percent per month (e.g. 12% per year, or lesser rate may be the maximum permissible rate under applicable State of Florida laws). No advance or future payment shall be made at any time. 8.2 DURING PBH PERFORMANCE During the implementation of the present Contract the City shall fulfil the following obligations: 8.2.1 Fleet covered by the Contract As from the date of execution of the Contract, the City shall include into the scope of the Contract all Helicopters (of the same Type) manufactured by Airbus that it operates and/or owns or will acquire while the Contract is in force. The City will immediately inform Airbus in writing in the event: (i) City purchases or starts to operate additional Helicopter(s) of the same Type. Airbus will enroll said additional Helicopter(s), or (ii) City sells or ceases to operate part or all of its fleet, or (iii) Destruction of one or more Helicopter. The Parties shall amend the Contract accordingly. The coverage or exclusion of the Helicopter in the scope of this Contract shall only be effective from the date the Contract has been amended including pricing conditions. 8.2,2 Scheduled Removal The City shall be responsible for the planning and the performance of the Scheduled Removals according to Airbus's documentation in force. (a) Notification of Scheduled removal Orders for Standard Exchange Part for Scheduled Removals shall be notified at least two (2) months before the Scheduled date of Removal. A formal notice will be forwarded by Airbus to the City acknowledging receipt of the notification. In case placement of the order is delayed, delivery may be delayed accordingly. (b) Anticipated removal - If the City wants to remove a part before TBO period, it will be charged with additional fees as follows: (TBO —TSO) / TBO x 40% spare price indicated in Airbus's Spare Parts Price List catalogue. Airbus shall grant a grace period corresponding to 5% (five per cent) of the TBO. - If the City wants to remove a part before SLL (TCI), it will be charged as follows: (SLL —TSN) / SLL x 100% spare price indicated in Airbus's Spare Parts Price List catalogue. Airbus shall grant a grace period corresponding to 5% (five per cent) of the SLL (TCI). 17-1283 AIRBUS HCate HELICOPTERS In this case, the price indicated in Airbus's Spare Parts Price List catalogue will be given to the City by Airbus before the Removal. 8.2.3 Unscheduled Removal Part Removal shall be performed by the City as defined by Airbus documentation and in accordance with Airbus's advice. (a) Troubleshooting When an Unscheduled Removal is needed, the City shall ensure that: (i) all troubleshooting has been performed according to OEM Maintenance Manual specifications; (ii) the Part cannot be repaired by the City in accordance with Airbus's technical documentation. (b) Airbus expertise The City shall request Airbus's advice before such a Removal to confirm its necessity. Pending a review by our Technical Support Group or OEM vendors/suppliers for validation of failure as per details on Appendix 7 form for referencing of specific part information required, i.e. Reason for Removal and or Part Failure. (c) Abnormal number of Removals Airbus shall not be liable for any delay if the number of Unscheduled Removals due to the City (or conditions of operation not foreseen in article 5.1) is becoming abnormally high in comparison to the mean time between Removals calculated by Airbus based on its "Master fleet". Airbus "Master fleet" is determined based on a representative sample of City's in the same geographical area. In such case, Airbus's Technical Support shall inform the City and this latter shall provide any consistent information concerning the technical problem as soon as available. The City shall provide Airbus with the name of the City's technical representative able to answer technical questions for diagnosis and failure analysis. 8.2.4 Modularity If the un-Serviceable Part is modular, the City shall request exchange of the un-Serviceable module only. In case of doubt on modularity, the City shall consult Airbus before Removal. If the City exchanges the whole modular assembly without Airbus's prior consent, Airbus shall be entitled to charge the City as defined in Article 8.2.2 for Parts with a TBO/SSL or Article 5.5 (unjustified removal regime) for other Parts. 8.2.5 Return of Core Unit and relevant documentation (a) Delivery terms 17-1283 e AIRBUS Care HELICOPTERS I The City will deliver the Core Unit as well as the respective documentation, in an appropriate package, (UCC + location), within 15 days after replacement Part is installed by the City. City will deliver, at its expense, each Component replaced pursuant to this Contract with the log card(s) and a fully completed MMIR, to the facility designated by AHI not later than fifteen (15) days after the date of installation of the component by City. Beginning on the sixteenth day following such installation, City will pay AHI a late fee of $250.00 per day per Component for each replaced Component that has not been returned. If a replaced Component is not returned within sixty (60) days of delivery of the replacement Component to City, City shall pay AHI the then current list price of the replacement Component. If late fees have been paid, the late fees will be deducted from the replacement part price. (b) Delay in delivery In case of delay with regards to the above -mentioned lead-time or incomplete/missing Core Unit documentation, Airbus shall be entitled to invoice the City for the delivered Parts at 70% (seventy per cent) of the price indicated in Airbus's Spare Parts Price List catalogue. When a Core Unit is returned to Airbus while it has been fully invoiced as mentioned above, Airbus will grant a credit note corresponding to the invoiced as referenced in section (a) above. (c) Return of Documentation The following documents shall compulsorily be enclosed with the Parts return shipment: - a Component 'Return Material Authorization (RMA), as defined in Appendix 10, - a Component log card (if applicable), duly filled by the City, In parallel to the expedition of the Part(s), the City will fax or email a copy of the 'material return sheet' to the contact mentioned in Appendix 3 (as a notification of Core Unit delivery). (d) Serial number The City shall clearly notify in writing to Airbus any difference in Serial Number between initial PBH Request (mentioning SIN of removed Parts) and Serial Number of the returned Core Unit. (e) Packaging The packaging shall comply with Airbus's technical specifications, according to transport regulations. 8.2.6 Operation and Maintenance Requirements All Maintenance operation performed by the City shall be done by technicians qualified by Airbus, or by technicians whose qualification level is compliant with applicable air agency regulations and remains under its sole responsibility. Parts covered by the Contract shall be operated and maintained in accordance with Airbus technical documentation in force by using tools as specified in such documentation. Parts log cards, as well as Helicopter log book shall be properly updated by the City. The following Airbus documents in force are to be used as reference for Airbus Parts: AMM 17-1283 AIRBUS HELICOPTERS FICare Nom • MSM • Airbus Helicopters Service Letters • Airbus Helicopters Service Bulletins • Airbus Helicopters Alert Service Bulletin • Illustrated Parts Catalogue • Airbus Helicopters Tools catalogue • GAM Standards for packing • Component Maintenance Manual (CMM) • Standard Practice Manual (SPM) • Corrosion and Erosion Control Guide (CECG) 8.2.7 Reporting (a) Initial Configuration Report The City shall report all Parts to be covered under the Contract, with their part numbers, serial numbers, operating times, Cycles by filling in the Initial Configuration Report (ICR), as attached as in Appendix 5. That report shall be provided to Airbus one (1) week prior to execution of the Contract for in service Helicopter(s) and at the time of delivery of new Helicopter(s). (b) Flight Hour Report The City shall e-mail to Airbus a monthly report of the Flight Hours for the Helicopter(s) no later than the 10th of the next month in the form attached in Appendix 6. This form shall be sent to Airbus even if no Hour have been operated, and shall then contain the mention "NIL". In addition, the City shall provide Airbus with information on the main assemblies change (date of installation and TSN of the aircraft at the time of installation). As soon as the City will be granted an access to Keycopter portal, the City will provide the Flight Hours report and information on the main assemblies change (date of installation) through it. Or an alternate approved reporting process. 17-1283 AIRBUS HOare HELICOPTERS (c) Removal Forecast The Removal planning set forth in Appendix 9 for the parts at TBO established for the next 12 (twelve) months shall be sent quarterly (1st of January, lst of April, 1st of July and 1st of October) by the City to Airbus If the Removal planning is not sent to Airbus in due time, Airbus shall not be liable for non -respect of the delivery lead-time for the respective Scheduled Parts. The City shall advise Airbus accordingly if a significant change occurs due to operating planning evolution. (d) In order for Airbus to be able to calculate the Buy -Out upon coverage modification of the Contract or termination, the City shall provide its relevant TSO/TSN filling the form in Appendix 2. Airbus shall be totally released of any of its obligations/liabilities under this Contract if the City fails to perform one or more of the obligations defined in this Article. ARTICLE 9. ORDERS NOTIFICATIONS 9.1 Whenever a Part needs to be replaced, the City shall notify Airbus accordingly, using the order form attached hereto as Appendix 7. The City's orders shall be sent to Airbus's address mentioned in the Contract and contain the following information: • the Type, serial number and version of the Helicopter from which the Part is removed; • the part number, the serial number and the description of the removed Part; • the quantity; • the planned date of the need; • The number of operating Hours of the removed Part; • The particular operating conditions; • Reason for Removal; • Civil aviation regulation (if applicable) for Part release. • NOTE: Warranty replacement parts must be identified at the time of order and will be processed through the Spares Department. The use of this form is strictly limited to Parts covered by the Contract. Any order outside the scope of the Contract shall go via regular Airbus ordering procedure and will be invoiced separately. All duly signed orders, messages or notifications shall be sent by e- mail or fax or via Keycopter with the reference number of the Contract as specified on the cover page of the Contract. Airbus shall fax or email within twenty (24) hours following the reception of the order a confirmation to acknowledge the reception of any City's orders. a. TRANSPORTATION/METHOD OF SHIPMENT: City's should designate the desired mode of transportation on all orders. When the City makes no designation, transportation will be 17-1283 AIRBUS I Care HELICOPTERS the most economical mode. Shipping charges that are prepaid, as with UPS, OTC, Door to Door and Parcel Post, will be included as a separate charge on the shipments' respective invoice. Delivery is FOB Airbus Helicopters, lnc,'s facility in Grand Prairie, Texas. Airbus will ship all items and send prepay/pay for return shipping at a pass through cost to the City. b. Airbus Helicopters, Inc. shall not be liable for any Toss or expense due to the selection of carrier or mode of transportation. Any claims for breakage or damage shall be made to the carrier by the City. Airbus Helicopters, Inc. will, upon request, render reasonable assistance in securing adjustments to claims. However, as all shipments made by Airbus Helicopters, Inc. are FOB Grand Prairie, Texas; it is ultimately the responsibility of the consignee to file a claim with the freight carrier. c. INSURANCE AND RISK OF LOSS: Risk of loss shall pass to City upon delivery and acceptance of by Airbus Helicopters, Inc. "F.O.B. Grand Prairie" d. TAXES: The City is exempt from any taxes imposed by the State and/or Federal Government. ARTICLE 10. RISK AND TITLE 10.1 AUTHORIZATION OF OWNERSHIP TRANSFER Contract principles are based on Parts exchange and therefore a transfer of ownership. The implementation of this Contract presupposes that the owner of the Helicopter and of the parts fitted on it and covered by the Contract understands and formally accepts such a process. Therefore the City shall procure, before the Contract signature, a legally binding authorization from the owner of the Helicopter or signed by the duly empowered representative to such a process, as per Appendix 8. The City undertakes to inform Airbus about any change of the above authorization content during the Contract validity period within (7) days. 10.2 STANDARD EXCHANGE PARTS Parts supplied by Airbus become the property of the City of the respective Helicopter upon installation on the Helicopter. Airbus keeps the legal custody of the Part and bears the associated risks and responsibilities from its receipt by the latter. 10.3 CORE UNIT The ownership of the Core Unit shall be transferred to Airbus upon Removal of the Part from the Helicopter. Ownership, risk and legal custody shall pass to Airbus upon shipment. 17-1283 E.-, AIRBUS FICare HELICOPTERS ARTICLE 11. EXPORT AND IMPORT LICENSES/AUTHORIZATIONS Services or part of them may be subject to export/import laws and regulations. The Parties acknowledge that violations to such laws and regulations are prohibited. Airbus will perform all necessary and appropriate steps for requesting official authorizations (such as export licenses) demanded for the performance of this Contract. The City agrees to provide any assistance or documentation or certificate requested by Airbus to support the obtaining of the necessary authorizations or to ensure compliance with the applicable laws and regulations for the performance of the Contract. Airbus shall not be liable for any damages or losses, incurred by the City if any, if such authorizations are not granted or are granted with delay or if an authorization that has been granted is revoked or if the authorization is not renewed. In such events, Airbus shall inform the City in writing within fifteen (15) calendar days of its occurrence. The City shall obtain in due time any import license required in its country which are necessary for the implementation of the Services. Airbus agrees to provide any assistance or documentation requested by the City to support the obtaining of the necessary import licenses or to ensure compliance with the applicable laws and regulations, The City undertakes not to sell, lend, lease, rent or perform any operation of transfer, to any third party under any conditions whatsoever, with or without compensation, temporarily or permanently, the Parts which are delivered by Airbus for the performance of the Services, including documentation, operating manuals and information without the prior written Contract of Airbus and/or of the competent authorities. ARTICLE 12. CONTRACT LIMITS Non -exhaustive list of events and/or Services expressly excluded from coverage under the Contract is detailed below: (a) All Parts not covered under the list defined in Appendix 1 or installed on Helicopter not covered by the Contract; Technical assistance and secondment of Airbus's technical representative for solving problems on City's site; (b) ITAR restricted parts or Parts which fall under ITAR or other applicable Export restrictions during the Contract execution; (c) Obsolete Parts or Parts which become obsolete during the Contract execution; (d) Any damage to the Part or the Helicopter due to Accident/Incident; (e) More generally, any activity, service or event which is not explicitly covered within the scope of the present Contract. ARTICLE 13. LIABILITY Notwithstanding any provision to the contrary in the Contract or elsewhere, the total and cumulated liability of Airbus under the Contract, due to any and all causes whatsoever, whether based on breach of contract 17-1283 AIRBUS Cam HELICOPTERS FI or in tort or otherwise, shall in no event exceed in aggregate an amount equivalent to the total net Contract price. The above limitation shall not apply in the event of gross negligence, willful misconduct, death or bodily injury. Each Party shall be responsible for death or bodily injury arising to its own personnel, whatever the cause. The Parties therefore waive the right to any claim against the other in this respect, except if such death or bodily injury is caused by the gross negligence or willful misconduct of the other Party. In no event shall the Parties be liable for any indirect, consequential, incidental, special or punitive damages of any kind, including, but not limited to, damages for any loss of use or profit, loss of assets, loss resulting from business disruption, loss of goodwill or loss of contractual opportunity by the other Party. To the extent permitted at law, Airbus's obligations and liabilities and the City's rights and remedies as set forth in this Contract are exclusive and are in replacement of any and all other remedies under law or otherwise. ARTICLE 14. FORCE MAJEURE - EXCUSABLE DELAY 14.1 FORCE MAJEURE Airbus shall not be held responsible for failure to perform or delay in performing any of the contractual obligations of this Contract if such failure or delay is due to, but not limited to: o acts of God, war, insurrection, epidemics, sabotage, labor disputes, strikes, lock -outs, shortages of labor, interruption or delays in transportation, fire, explosion, equipment or machinery breakdown, failure or delays of Airbus's sources of supply, shortage in material or energy, or o acts, orders or priorities resulting from any government action, national or international authorities, or o caused by any supplier or subcontractor of Airbus (or lower level subcontractor or supplier), or o if such supplier or subcontractor (or lower level subcontractor or supplier) is faced with a bankruptcy or insolvency event, or o any other case beyond reasonable control of Airbus. For the avoidance of doubt, the delay or absence of payment by the City cannot be considered by it as a case of force majeure. In case of force majeure, the contractual delivery date shall be extended by such period of time reasonably required to remove and/or overcome the event of force majeure and its effects. Any party seeking in performance due to Force Majeure shall use its best efforts to rectify any condition causing such delay and shall cooperate with the other party to overcome any delay that has resulted. 14.2 EXCUSABLE DELAY Any postponement of the contractual dates due to the following causes shall not constitute a delay: 17-1283 AIRBUS la I Cale HELICOPTERS a) BFE/CFE not delivered according to the schedule stated in the Contract or found defective and which consequently require to be replaced by the City or, b) Changes or additions to the Contract requested by the City or, c) Any failure or omission by the City to perform its obligations set forth in this Contract. Any additional costs incurred by Airbus as a result of the occurrence of one of the events in a), b) and c) above, shall be invoiced by Airbus and paid by the City over and above the Contract Price. ARTICLE 15. APPLICABLE LAW This contract, including appendices, and all matters relating to this contract (whether in contract, statutory or equitable claims, torts, such as negligence or otherwise) shall be interpreted by and construed in accordance with the laws of the State of Florida. Notwithstanding any other provisions of the Contract, venue in all proceedings shall be in Miami -Dade County, Florida, the laws of Florida shall apply to interpret the Contract, or any Addendums thereto, and the parties agree to the use of this venue and will not object to such venue. In any civil action to other proceedings between parties, arising out of the Contract, each party shall bear its own attorney's fees. ARTICLE 16. INTELLECTUAL PROPERTY RIGHTS Nothing in the Contract shall be construed as a legal transfer of any patent, utility or design model, copyright, trademark or other intellectual property right. Any information exchanged such as documentation, commercial and technical data, whether or not protected by a patent or copyright, will remain the property of the Party disclosing it, or the property of a third party from which an authorization for use had been rightfully obtained. Copying and or reproducing and or communication and or transmission to a third party, Airbus's Products or technical information or publications, either wholly or partially, without Airbus's express approval is strictly forbidden (except for the copying by the City of technical documentation provided by Airbus exclusively for the purposes of operation and maintenance of the Helicopters by the City). ARTICLE 17. CONFIDENTIALITY & CLASSIFIED INFORMATION 17.1 CONFIDENTIALITY; PUBLIC RECORDS The Parties shall comply with the terms and conditions set out in Appendix 11 subject to the Public Records provisions applicable to the City of Miami under the Public Records Act, Chapter 119, Florida Statutes., which controls and prevails in the event of a conflict. PUBLIC RECORDS: Airbus hereby agrees and understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the City, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and Airbus agrees to allow access by the City and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. Airbus's failure or refusal to comply with the provisions of this section shall result in immediate termination of the Contract by the City. Pursuant to the provisions of Section 119.0701, Florida Statutes, Airbus must comply with the Florida Public 17-1283 AIRBUS FI Care HELICOPTERS Records Laws, specifically Airbus must: 1) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. 2) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and 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. 4) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of Airbus upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 5) All records stored electronically must be provided to the City in a format compatible with the information technology systems of the public agency. 6) Should Airbus determine to dispute any public access provision required by Florida Statutes, then Airbus shall do so at its own expense and at no cost to the City. IF AIRBUS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE SELLER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 416-1830, Via email at PublicRecords@miamigov.com, or regular email at City of Miami Office of the City Attorney, 444 SW 2nd Avenue, 9th Floor FL, Miami, FL 33130. This Section supersedes and controls over Appendix 11. 17.2 CLASSIFIED INFORMATION Product's data /information may be classified at various degrees. The Parties acknowledge that security requirements set forth in laws and regulations or otherwise, are mandatory and therefore commit to check if the data/information is classified and strictly to respect the constraints if any. Airbus and the City may not release any classified information or material furnished or generated pursuant to this Contract to a representative of another country without the prior written consent of the other Party. Airbus and the City shall promptly report to each other any instance in which it is known or suspected that classified information or material furnished or generated pursuant to this Contract has been lost or disclosed to unauthorized persons. ARTICLE 18. WARRANTY While the new aircraft warranty is in effect, when a replacement part is needed, the City shall utilize the new aircraft warranty process for replacement parts Upon termination of the Contract, the City shall benefit from any remaining standard Airbus warranty coverage for the Parts covered by this Contract. 17-1283 AIRBUS H Cate HELICOPTERS ARTICLE 19. CONTRACT TERMINATION /EXPIRATION Termination Notwithstanding any other provisions of the Contract, the City Manager on behalf of the City of Miami, reserves the right to terminate this Contract by written notice to Airbus effective the date specified in the notice should any of the following apply: a) Airbus is determined by the City to be in breach of any of the terms and conditions of the Contract. b) The City Manager has determined that such termination will be in the best interest of the City, to terminate the Contract for its own convenience, by giving Airbus thirty (30) days written notice in the manner set forth in the Notices Section above. Other than to pay the amount due through the date of termination. Airbus shall have no other recourse against the City, except to recover such payments through the date of cancellation. In such case, in the event the City cancels for convenience only, then Airbus will be entitled to retain the entire benefit of the buyout. Funds are not available to cover the cost of the goods and/or services. The City's obligation is contingent upon the availability and allocation of appropriate funds which will occur at least once each fiscal year. Funding for this Contract is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days' notice. 19.1 TERMINATION FOR CITY'S DEFAULT 19.1.1 Modalities Airbus may terminate this Contract for default of the City in the event that the City persistently fails to uphold its obligations and despite the receipt by this latter of a formal notification demanding to take adequate corrective measures and provided such measures have not been taken within a three (3) months period, following the above notice. The termination shall occur without any specific formalities other than the above notice. 19.1.2 Financial settlement of the Contract The following obligations and consequences shall be borne by the City: a) The City shall reimburse Airbus for all costs (including but not limited to raw materials, labor, overhead, storage and financial fees) incurred by Airbus through the date of termination. Airbus shall have no recourse against the City except to recover said costs. b) The City loses the entire benefit of the buy-out. c) The City shall perform all the obligations described in this Contact as amended. 17-1283 AIRBUS HCa Care HELICOPTERS 19.2 TERMINATION FOR EXTENDED FORCE MAJEURE 19.2.1 Modalities In case of occurrence of a force majeure event as per article 14.1 which lasts more than six consecutive months, the Parties shall meet in order to determine in which conditions they wish to pursue the Contract or if they do not reach an Contract within forty-five (45) days, either Party shall be entitled to terminate. 19.2.2 Financial settlement of the Contract In case of termination for extended Force Majeure, the buy-out amount shall be calculated and Airbus shall pay the full amount of such amount to the City as full and final settlement. The buy-out amount due by Airbus and all payments due by the City shall be balanced with each other. Within three months of the notification by the Party intending to terminate, the City shall pay Airbus all amounts due under the Contract, and additional costs incurred thereof, if any. The City shall perform all the obligations described in this Contract If the balance of the Contract is in favor of the City, after reconciliation, Airbus will pay the amount due upon full completion by the City of all its obligations pertaining to the Contract. 19.2.3 EXPIRATION As of the Expiration defined in Article 4, as well as in case of any sort of Termination as set out in this Contract, the City shall immediately return all Parts which are the property of Airbus, including any Exchange Parts, at leis its own cost FOB, AHI's delivery dock, to Airbus's premises, as mentioned in the Appendix 10. If Airbus receives such Parts within thirty (30) days as from the expiration date and if after inspection by Airbus, the Parts are found incomplete and/or damaged, then Airbus shall invoice the City for the actual, direct costs of missing Parts and/or repair without mark up. If Airbus does not receive such Parts within the agreed period defined above, then Airbus will invoice the City, based on the value of a respective new Part as indicated in Airbus's Spare Parts Price List catalog at the time of invoicing. 17-1283 €) AIRBUS Ficare HELICOPTERS ARTICLE 20. MISCELLANEOUS 20.1 LANGUAGE English shall be the language of the Contract. Both Parties shall use English as the language to exchange, issue and deliver information, documentation, notices, and any related documents excluding those documents, which might be produced by a governmental institution. 20.2 INTERPRETATION In the Contract, unless the contrary intention appears: a. headings are for the purpose of convenient reference only and do not form part of the Contract; b. the singular includes the plural and vice -versa; c. a reference to one gender includes the other; d. a reference to a person includes a body politic, body corporate or a partnership; e. where the last day of any period prescribed for the doing of an action falls on a day which is not a working day, the action shall be done no later than the end of the next working day; f. a reference to a clause includes a reference to a sub clause of that clause; g. a reference to a specification, publication, City's policy or other document is, except where otherwise specifically provided, a reference to that specification, publication, City's policy or document, in effect on the Contract signature date, or alternatively, a reference to another version of the document if agreed in writing between the Parties; h. the word "includes" in any form is not a word of limitation; i. a reference to a Party includes that Party's administrators, successors, and permitted assigns, including any person to whom that Party novates any part of the Contract. j. "will" and "shall" have the same meaning, that is, the highest degree of obligation corresponding to the action to which they refer. k. Except if expressly indicated otherwise, all time periods expressed under this Contract are counted in working days/weeks/months starting from the date of entry into force of the Contract. 20.3 ENTIRE CONTRACT This Contract constitutes the entire Contract between Airbus and the City. It supersedes all previous communications or Contracts, either oral or written, between Airbus and the City with respect to the subject of the Contract. 17-1263 AIRBUS 1.1 Care HELICOPTERS 20.4 ORDER OF PRECEDENCE In case of any contradictions and discrepancies between the parts of the Contract, precedence shall be given in the following decreasing order: a) The Articles of the Contract without its Appendices b) Appendices hereto 20.5 ASSIGNMENT AND NOVATION Neither Party may, without the written consent of the other, transfer or assign in whole or in part the Contract. 20.6 SURVIVORSHIP The provisions of Articles 7.7, 8.2.5, Confidentiality and classified information, Intellectual Property, Liability, Applicable Law and Disputes Resolution of the Contract shall survive and continue to have effect after the termination for any reason whatsoever of the Contract or expiration, and for a period of thirty (30) years thereafter, 20.7 WAIVER No term or provision hereof will be considered waived by either Party, and no breach excused by either Party, unless such waiver or consent is in writing signed on behalf of the Party against whom the waiver is asserted. No consent by either Party to, or waiver of, a breach by either Party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either Party. 20.8 SEVERABILITY if it is held by a court or other lawful authority of competent jurisdiction that any provision of this Contract or part thereof is void, illegal, invalid or unenforceable, then such provision or part shall be deemed stricken, and the remaining provisions and/or part of the provision shall be severable and remain valid and in full force and effect. 17-1283 AIRBUS IR I Cale HELICOPTERS 20.9 NOTICES All notices, or other communications required under this Contract, shall be in writing, and shall be given by hand -delivery, or by registered, or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein, or to such other address, as a party may designate by notice, given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted, or the date of actual receipt, whichever is earlier. Airbus Helicopter Inc. Mike Muniz Director of Customer Support 2701 Forum Drive Grand Prairie, TX 75052 City Of Miami Emilio T. Gonzalez, Ph.D. City Manager 444 SW 2nd Avenue 10u' Floor Miami, FL 33130 Victoria Mendez City Attorney 444 SW 2nd Avenue 9'h Floor Miami, FL 33130 Annie Perez, CPPO Procurement Director 444 SW 2nd Avenue 6th Floor Miami, FL 33130 20.10 UNDERSTANING OF PARTIES: This Contract contains the entire understanding of the parties. This Contract may only be amended or modified by an instrument, in writing, executed by both parties. A waiver by Airbus or City, of any right or remedy under this Contract, on any one occasion, shall not be construed as a bar to any right or remedy, which Airbus would otherwise have on any future occasion. If any term or provision of this Contract, or any application of any such term or provision, is invalid or unenforceable, the remainder of this Contract, and any other application of such term or provision, will not be affected thereby. Giving of all notices under this Contract will be sufficient, if mailed by certified mail to a party at its address set forth below, or at such other address as such party may provide, in writing, from time to time. Any such notice mailed to such address, will be effective one (1) day after deposit in the United States mail, duly addressed, with certified mail, postage prepaid. City will promptly notify Airbus of any change in City's address. This Contract may be executed in multiple counterparts (including facsimile and pdf counterparts), but the counterpart marked "ORIGINAL" by Airbus, will be the original contract for purposes of applicable law. All of the representations, warranties, covenants, Contracts and obligations of each party under this Contract (if more than one), are joint and several. 17-1283 AIRBUS Fl Care HELICOPTERS RELATIONSHIP OF PARTIES The relationship between Airbus and the City is solely that of purchaser and seller. No joint venture or partnership is intended nor will any be construed. Neither Party will have the authority to enter into contracts on behalf of or bind the other in any respect. The City is not responsible for the debts, defaults or obligations of Airbus to third parties. There are no express or implied third party beneficiaries to this contract. Words used in the singular shall include the plural and vice versa unless contrary intention shall appear. The titles of the articles ("Articles") of the Contract and appendixes ("Appendixes") to the Contract are inserted for convenience of reference only and shall not affect the interpretation of the Article and/or Contract. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized. "Airbus" "City" Airbus Helicopters Inc. City of Miami, a municipal corporation Director of Customer BY: Emilio T. Gonzalez, City Manager DATE: �ciL"), 2 2.) 0[O1 DATE: ATTEST: . Pat4A, ATTEST: Corporate Secretary/Notary Public Todd Hannon, City Clerk STATE OF 1 ' XCt 7 COUNTY OF j ct r rAryl- Sworn t (or affir) and subscribed before me this m dayof)an,2Qj,by fy\.: 9 ,L Pairki.re, Kek--mhlA . f r Rc1 Notary P 4ic's Signatu Notary Nakte Personally Known }/ OR Type of Identification Produced .01.111/1 s* ,fR.PAT a 'P' * ,S� ..... F/ i • z I n • r\ a. `rt +� • %ie OF scc"cao. Victoria Mendez, City Attorney •■...• "",is ,X'° 02-p3'�'o, `�� II l 1 %f, (Type here) ITypehere] APPROVED AS TO INSURANCE REQUIREMENTS: Ann -Marie Sharpe, Director Risk Management APPROVED AS TO LEGAL FORM AND CORRECTNESS Mike Muniz, ort ;„,crs.,-. AIRBUS Care HELICOPTERS APPENDIX 1 PARTS COVERED UNDER THE CONTRACT Items covered under this contract will fall into the following categories: (check the box that applies) o Parts By the Hour — Basic equipment (defined list of parts) o Parts By the Hour — Blades (defined list of parts) o Parts By the Hour — Dynamic equipment (defined list of parts) Damages resulting from misuse or abuse, lack of reasonable care, damage due to force majeure or natural forces, abnormal corrosion, or inadequate repairs performed by User. In addition, the below exclusions also apply: • Non Airbus parts such as Engine and Engine parts • Non Airbus Customization items • Non Approved STC items • ITAR and weapons subject parts • Tools and GSE and related parts • Crew Equipment • Mission equipment • Life Vest & Raft • Medical kits • Interior furnishings • Fire Extinguishers (except if explicitly covered by the contract) • Raw material, Lubricants, Paint and Ingredients, Tape and adhesives • Non mandatory SB. • 3rd level parts Note: Part Numbers listed hereafter are indicated for information only. They may change in the course of technical progress provided the replaced Part is fully interchangeable regarding fit, form and function. For any Part with a TBO or a SLLJTCI constraint, please refer to your AMM to have the latest updated information. 17-1283 AIRBUS IFICare HELICOPTERS DEFINED LIST OF PARTS Category Sub -assembly Designation Indicative PN Qty BASICS AVIONICS INTERCOM SYSTEM AMS-44 1 BASICS AVIONICS SHADIN 8SOOT 8800T 1 BASICS AVIONICS Attitude Indicator ADI-1100-28LS 1 BASICS AVIONICS INDICATOR, GI106A 130004901 1 BASICS AVIONICS KI525AIGI106A 00AA 1 BASICS AVIONICS TRANSCEIVER,Garmin 010-01025-50 1 BASICS AVIONICS GTN 650 010-00813-50 1 BASICS AVIONICS COMPASS,STAND-BY KCAO113W 1 BASICS ENGINE PROBE,TEMPERATURE OIL 64660-025-1 1 BASICS ENGINE PRESSURE 64279-004-1 1 BASICS ENGINE TRANSMITTER TACHOMETER 64550-007-1 1 BASICS EQUIPMENT BATTERY, Concorde RG350 1 BASICS EQUIPMENT MASTER BOX, ELECTRICAL 374GC01 Y 1 BASICS EQUIPMENT PANEL,FAILURE WARNING 704A47-723-006 1 BASICS EQUIPMENT CHRONOGRAPH 2A 1 BASICS FUEL SUPPLY GAUGE 758-355-2 1 BASICS FUEL SUPPLY PUMP,FUEL P94812-209 1 BASICS FUEL SUPPLY PRESSURE 64279-200-2 1 BASICS FUEL SUPPLY VALVE,FUEL SHUT-OFF 350A52-1009-00 1 BASICS FUEL SUPPLY SWITCH,PRESSURE 1268-000 1 BASICS HYDRAULIC FILTER REGULATION UNIT BFS155-1 1 BASICS HYDRAULIC VALVE,REGULATING 159711 1 BASICS HYDRAULIC PUMP,HYDRAULIC (6LIMN) A5026780 1 BASICS HYDRAULIC SWITCH, PRESSURE MC6984-0-01 1 BASICS INDICATING (KNOTS) 38399-490-02 1 BASICS INDICATING (FT/MN) 350A76-1036-00 1 BASICS INDICATING NR NTL,INDICATOR 704A47-610-073 1 BASICS LANDING GEAR ABSORBER 350A75-2080-00 2 BASICS LIGHTING LIGHT ANTI -COLLISION 6481701 1 BASICS LIGHTING UNIT,POWER SUPPLY 6481702 1 BASICS MAIN GEAR BOX TEMPERATURE 23 1 BASICS MPJN GEAR BOX NR CAPTOR VIT1039 1 BASICS MAIN ROTOR UNIT, ROTOR RPM WARNING G300103 1 BASICS MAIN ROTOR SWITCH,PRESSURE 1130-021-089 1 BASICS NAVIGATION INDICATOR, ALTIMETER EQ. 350A76-1036-05 1 BASICS OIL, ENGINE MOTOR,ELECTRICAL 9696 1 BASICS ROTOR HANDLE,CYCLIC PITCH 83-910-004 1 BASICS ROTOR ACCUMULATOR 8226801902 4 BASICS SERVO SERVO-CONTROL,REAR SC5072 1 BASICS SERVO LOCK 5C5083-1 2 BASICS SERVO CONTROL,FRONT,WITHLOCK SC5084-1 1 BASICS STARTING GENERATOR,STARTER 524-031 1 BASICS SYSTEMS VEMD B19030MD04 1 BASICS Transmitter TRANSMITTER,LOCATOR S1822502-02 1 BASICS Transmitter CONTROL BOX RC200 4S1820513-11 1 BASICS TRIM TRIM ACTUATOR 418-00529-102 1 1 7-1 283 AIRBUS HCare Care HELICOPTERS DEFINED LIST OF PARTS (continued) Category Sub -assembly Designation Indicative PN Qty BLADES MAIN BLADES BLADE,MAJN ROTOR 355A11-0030-04 3 BLADES TAIL BLADES BLADES ASSY,TAIL ROTOR 355Al2-XXX-XX 1 b1'NAMICS., . 4,10'd0�' ! s -f W. , ' A Category Sub -assembly Designation Indicative PN Qty DYNAMICS MAIN ROTOR STAR FLEX EQUIPPED 350A31-1918-0051 1 DYNAMICS MAIN ROTOR MAIN ROTOR SHAFT 350A37-0004-02M 1 DYNAMICS MAJN ROTOR FLANGE,UPPER SLEEVE 350A31-1850-03 3 DYNAMICS MAIN ROTOR FLANGE,LOWER SLEEVE 350A31-1850-02 3 DYNAMICS MAJN ROTOR STOP ASSY,SPHERICAL 704A33-633-20851 3 DYNAMICS MAJN ROTOR PIN BLADEASSY 350A31-1770-01 6 DYNAMICS MAJN ROTOR SCREW 350A31-1854-21 6 DYNAMICS MAJN ROTOR BEARING,4 CONTACTS Y51BB10843S2M74 1 DYNAMICS MAIN ROTOR JOINT, BALL LH THREAD 12-6892P 3 DYNAMICS MAIN ROTOR FREQUENCY ADAPTER E1 T3023-01 3 DYNAMICS MAIN ROTOR JOINT, BALL RH THREAD 12/6891P 3 DYNAMICS MAIN ROTOR BALL JOINT,STARFLEX 11-7775P 3 DYNAMICS MAJN ROTOR SCREW 350A37-1244-20 6 DYNAMICS MAIN ROTOR SCREW 350A37-1245-20 6 DYNAMICS MAJN ROTOR SHAFT, MAJN ROTOR 350A37-1290-04 1 DYNAMICS MAJN ROTOR ROTOR SHAFT 350A37-1291-00 1 DYNAMICS MAJN ROTOR MAST 350A37-1292-00 1 DYNAMICS MAJN ROTOR STAR ASSY NO -ROTATING 350A37-1002-07 1 DYNAIVIICS MAJN ROTOR STAR,ASSY ROTATING 350A37-1003-08 1 DYNAMICS MAIN ROTOR SCISSORS, ASSY 350A37-1128-05 3 DYNAMICS MAJN ROTOR SCISSORS 350A37-1119-25 1 DYNAMICS MAJN ROTOR HORN,PITCH 350A31-1877-03 3 DYNAMICS MAJN ROTOR TAPERED 05M 1 DYNAMICS IWJN ROTOR GEAR ASSY OOM 1 DYNAMICS MAJN ROTOR OIL PUMP OOM 1 DYNAMICS MAJN ROTOR BRAKE ASSY,ROTOR 350A32-0500-02 1 DYNAMICS MAJN ROTOR BEARING 593733 1 DYNAMICS TAIL ROTOR CHANGE 350A33-2030-00 1 DYNAMICS TAIL ROTOR BEARING,SPHERICAL 350A33-2153-00 1 DYNAMICS TAIL ROTOR BODY HUB, TAIL ROTOR 350A33-2119-05 1 DYNAMICS REAR BOX TAIL GEAR 350A33-0200-07 1 DYNAMICS REAR ROTOR 350A33-0008-08 1 DYNAMICS REAR HORN ASSY,PITCH 350A09-1014-00 1 DYNAMICS REAR BEARING,BALL 593404 6 DYNAMICS REAR BEARING 704A33-651-210 1 17-1283 AIRBUS H care HELICOPTERS APPENDIX 2 - BUY -IN TABLE 1. Part per Part TSO for Buy -In calculation Total Hours of the Helicopter (TSN): 388.8 + HOURS (as of December 5, 2017, will be recalculated upon Contract execution for actual amount.) Manufacturer Part Number Part number Designation SIN Date TSOTo TSOTi TOTAL :$0 2. Buy -in amount Helicopters Serial n° Buy -in amount AS350B2 8089 TBD AT TIME OF SIGNING TOTAL STBD 17-1283 AIRBUS HELICOPTERS APPENDIX 3 - CONTACT INFORMATION Page 1 of 2 For Airbus Helicopters Inc. For Airbus Helicopters Inc. For all AOG and PBH orders AOG Support — Airbus Helicopters Inc. Phone: 1-800-COPTER1 - (800-267-8371) Fax: 972-641-3661 E-mail: aog.support(ceurocopterusa.com You can still join Airbus Helicopters Inc. City Assistance" Service Around the Clock" in case of a problem after working Hours: Phone: 1-800-COPTERI - (800-267-8371) ■ For Planned or Rush CSP orders Contact your designated regional Airbus Helicopters Inc. City Support Representative via email or phone ■ Administration Flight Hour Report/Scheduled Plan removals, notices Contact: AHI PBH Administrator E-mail : AHlpartsbvthehour,support@eurocopterusa,com Contact: Manager, AHI PBH Support & Services E-mail : AHlpartsbvthehour.support@eurocopterusa.com ■ Return of Components and Equipment to Airbus Contact: AHI Cores and Repairables Administrator E-mail: AHlrepairables.support(cr�eurocopterusa.com Contact: AHI Repairables Manager E-mail: AHlrepairables.supportC eurocopterusa.com 17-1283 AIRBUS LJ C' 1 I r• ["f r r r APPENDIX 3 - CONTACT INFORMATION (Continued page 2 of 2) For the City Person or persons of authority to address matters of contractual conditions as a representative of the City assigned to the CSP contract. CITY DETAILS ■ City Manager ■ City of Miami • 444 S.W. 2nd Ave 10th Floor ■ T: 305-416-1025 ■ F: 305-416-1019 DELIVERY ADDRESS: • Rotortech Services Attn: Mike Champion, DOM/City of Miami Police • 4095 Southern Blvd. West Palm Beach, FL 33406 ■ T: 561-684-6000 Art Apicella INVOICING ADDRESS: ■ City of Miami Police Department Attn: Ari Jodar ■ 400 NW 2nd Avenue, Miami, FL 33128 ■ T: 305-603-6186 ■ E:3495@miami-police.org 17-1283 AIRBUS HELICOPTERS APPENDIX 4 - HELICOPTERS IDENTIFICATION Helicopters covered by the Contract HC Version Serial Registration Expected Flight Hour / year Flight Hour in the Log book Contract signature AS350B2 8089 N503PH 400 TBD 17-1283 AIRBUS HELICOPTERS APPENDIX 5 - INITIAL CONFIGURATION REPORT FOR QUICK REFERENCE_ AltFrame 511 Parts Nd NSO3PH 5/N 8089 Model AS35082 Description Chapter/Het A/C TT 168.3 HOBBS 168.3 Landings 363 Partly S/N Type Date 6-May-2017 Date Mfg. 31-Aug-2015 Last Annual 8-Dec-3Q16 Frequencies Limit Eng. TT 168.3 Model ArriellD1 S/N 19592 Install Date - A/C TT Current NGTT 196.42 NFTT 213 Page 6 Prepared by; D. Me/0 40121 Remaining Percentage UnepuippedBlade Pin 04-10,62-10 355431.1771.21 6items SLL Hours INF 31.Aug-2015 D INF INF INF Main Rimy Blades O4.10,62-10 Sit Hours 20000 11.4ug. cs5 0 168.3 19831-7 8.3% Slade Horn 04.10,62-20 SLL Hours 80000 31.Aug-1o15 0 168.3 79831.7 100% Spherical Thrust Bearing 04.10,62-20 704833633208 3 items SLL Hours 6400 314ug-2015 0 168.3 6231.7 97% 5tarfler. Star 04-10,62-20 SLL Hours 3000 31-Aug-2015 0 168.3 2831.7 94% Lower Sleeve Flange 04.10 62-20 330A31-aas04z 3 items 5LL Hours 6600 3I-Aug-2015 0 168.3 6431.7 97% Upper Sleeve Flange 04-10,62-20 330431-1asosu 3 items SLL Hours 6600 31-Avg-2013 0 168.3 6431.7 97% Spherical Thrust Bolts 04-10,62-20 3suas1-3asa21 6-stems SLL Hours 3000 31.84-2015 0 168.3 2831.7 94% Main Rotor Shaft 04.10,62-20.359431-1290-04 FR2605 SLL Cycles 160000 314u1-2015 0 363 159637 100% Rotating5washplate 04-10,62-20 150437-10014a CUR02090 5LL Hours INF 31-Aug-2015 0 INF INF INF MRH Attachment Bolts 04-10,62-20 3304.31-1241.26 12 items SLL Hours 3000 31-Aug-2o15 0 168.3 7831.7 94% Planet Gear Ca 04-10,63-20 ss0432-1oa421 CUR02660 SLL Cycles 68700 31-Aug--2015 0 363 68337 9956 Planet Gear_ 04.10,63-20 330431.10112.03 5lterns SLL Hours 11g1UU 31-Aug-2015 0 168.3 19831.7 99% Main Casing 0440,63-20 553A33-31 1-as MAP9962 511 Hours INF 3184 2015 0 INF INF INF Cycles INF 0 INF INF INF MG8 Bottom Casing 04-10,63.20 350A32-311405 MAP945G SLL Haurs 20000 al-Aug-20;5 0 168.3 19831.7 99% Bevel Gear 04-10.63-20 Sit Hours 20000 31-M4-2015 0 168.3 19831.7 99% Bevel Wheel 04-10.63-20 SLI. Hours 20000 31-Aug-2015 0 168.3 19831.7 99% Fixed Ring Gear 04-10,63-20 SLL Hours 20000 3i.Aug-2015 0 168.3 19831.7 99% Tail Rotor Wade 04-10.64-W SLL Hours 4000 31-Aug-2015 0 168-3 3831.7 96% Tail Rotor Blade Horn 04-10.64-10 355411.51osp0 2 !terns SLL Hours 20000 4224700% 0 168.3 19831.7 99% Pitch Rod 04-10,64-10 SLL Hours 20000 4224760% 0 168.3 19831.7 99% Tail RC [or Drive Shaft Bearings 04-10.65-10 5LL Hours 1200 42247009E 0 168.3 1031.7 86% Aft Shah 04-10,65--10 511 Hours 10500 4224700% 0 168.3 10331.7 98% TGBCasing 04-10,65-20 350433409042 MA86480 SRL Hours 20000 4224700% 0 168.3 19831.7 99% TGS Bevel Gear 04-10,65-20 sssAss-boon 112791 511 Hours 10600 422470044 0 168.3 10431.7 98% TGB Bevel Wheel 04-10,65-20 ssa433-te01-a1 111534 SLI Hours 20000 4224700% 0 168.3 19831.7 99% FOR QUICK REFERENCE ONLY. 17-1283 APPENDIX 5 - INITIAL CONFIGURATION REPORT (Continued Page 2 of 2) FOR QUICK REFERENCE ONtY- Airfrarn TBO Nit N503PH S)N 8089 Model 4,5350B2 Description Chaplin Ref A/C TT 168.3 HOBBS 168.3 Landings 363 Part13 I SIN Type Date 6-May 2017 Date Mfg. 31-Aug-20t5 Last Annual 8-Dec-2016 Frequent tC3l Limit £ngTT 168.3 Model Arriel101 NG TT 396.42 NE TT 213 Page 12 5/N 19592 Dare Installed - A/C TT[ Current Prepared ler D. Moo 40021 Remaining I Percentage 80-00 awnrwowevl 500715 I haul Hours I 900 3t44,42015i I 168.3 ] 731.7 I 81% fromnimagg 63-20 I3,wrrolsawl M9471 I Overhaul Hours _88 Months 4200 8760 31.Aua-2015 31-Aua-2015 0 168.3 0 I 614 4031.7 8146 96% 93% houtimmaarf rairmormarl 63.20 L�..uunuu,j M5603 IOverhaul Hours 288 Months 4200 8760 31.Aua-2015 31-Aue2015 0 168.3 614 4031-7 8146 96% 93% 63-20 I nra m ul M5815 I Overhaut Hours 288 Months 4200 8760 31-Au;-2G15 31-Aua-2015 0 168.3 614 4031.7 8146 96% 93% Hours/Time 188 Months 3000 ]31-Aue-291Y 8 /60 131-Aup2015 0 168-3 614 2831.7 8146 94% 93% y �'� 67-30 I araira.rurrrsel 3031 I Overhaul ttpaaasntvEr Hours/Time 240 Months 3000 7300 31444.2015 31-Asa-2015 0 0 168.3 614 2831.7 6686 94% 92% 67-30 Iowa.eeirasti 5943 (Overhaul Hours/Time 240 Months 3000 7300 31-7.48.-201S 314u4-2015 0 0 168.3 614 2831.7 6686 94% 92% 67.30 lvwwrar5782 Overhaul Hours/Time 240 Months 3000 7300 31-Aua.2015 33-Aua-2015 0 0 168.3 614 2831.7 6686 94% 92% 67.30 1 11..1.M1,1411111.I 3572 1 Overhaul 17-1283 Hours 3000 240 Months 7300 31-4.u4•2015 0 168-3 2831.7 94% 3 t-Aua-2015 FOR QUICK REFERENCE ONLY. 0 614 6686 92% AIRBUS HELICOPTERS APPENDIX 6 - MONTHLY FLIGHT HOUR REPORT Flight Activity Monthly Report Reference Helicopter Present Time Last Report Monthly Total From D M M Y Y Y Y to D D M M Y Y Y Y Type SIN Registration Operated by Airframe Hoist Engine#1 SIN Engine#2 S!N Flight Hours Cycles Cycles Flight Hours Cycles Flight Hours Cycles Hours Min Hours Min Please forward your monthly report at the beginning of the following month to the person in charge designated in Appendix 3_ 17-1283 Hours Min e AIRBUS HELICOPTERS APPENDIX 7 - PBH REQUEST FORM PBH REQUEST N° To: +3 Airbus Helicopters Inc. Phone Contract No. Helicopter - SIN Helicopter - Registration Helicopter - Total Time dated From Fax E-mail Name (please print) Signature Date DEFECT COMPONENT Designation: Part Number: Quantity: Serial Number: installed on: TSN (Time since New): 'ISO (Time since Overhaul): (if applicable) {if applicable) Reason for removal: Time limit: D TBO reached: ❑ Failure: ❑ Other: REPLACEMENT COMPONENT: Component removed from Helicopter: Date (or expected date) of removal: Reason for removal: Proximity stock replenishment: (if applicable) Prior Contract of Airbus Helicopters Inc.: YES ! NO PIN S/N Qly DELIVERY ADDRESS 17-1283 AIRBUS HELICOPTERS APPENDIX 8 OWNER'S AUTHORIZATION Appendix 8 is not applicable to the City of Miami, as the City owns the aircraft. I, the undersigned acting as City Manager of The City of Miami, Florida allows without restriction or any precondition, to carry out as necessary and throughout the duration of the PBH Support Contract for AS350B2 SN 8089 signed between The City of Miami, Florida and Airbus Helicopters Inc. the services covered by the Contract and/or arising from its execution, including the trading in of all or a part of the Part in exchange for equivalent Part (Standard Exchange procedure). Name: Signature: Date: 17-1283 APPENDIX 9 SCHEDULED REMOAL PLAN A/C Type : Report for month : PBH MAIN ASSEMBLIES MONTHLY REPORT A/C serial number : / 20 Registration : Component Type : Serial Number Number of cycles TBO SLL Installation date : Helicopter Hours at moment of change Flight Time For month Hours / Min. Time since Overhaul : Hours / Min. Remaining Hours Scheduled Removal Date : Actual Removal Date : Remarks Name : 17-1283 Signed: Date: AIRBUS HELICOPTERS APPENDIX 10 - RETURN MATERIAL AUTHORIZATION ® AIRBUS WELtCOPTERS RETURN MATERIAL AUTHORIZATION RMA Confirmation for Customer These operations will be performed in accordance with Service Letter lr' 156"-00-O2 CUSTOMER REFERENCE N° : Date : MATERIAL TO BE SHIPPED TO : AIRBUS HELICOPTERS CONTACT Company Name. Department Tel Far Fmrl RMA N° : 1 II1IIIlIIII1lIIllhIHIlI SERVICE REQUESTED +I PROPERTY : f ISSUER : Cosi°wer v^ lint,,,,.. Company Addres% EXAMPLE AIRCRAFT DATA : AIRCRAFTTiPE REGISTRATION`= SERIALACTrATDAMAGE DATE OF DLfAGE COMPONENT DATA : COMPLANr QUANTITY AIRBUS HELICOPTERS PN DESCRIPTION f f 3i ltit:FACTL'RFR'S FN SERTAL N• CSN CSO CSR TSN TSO TSR Please ante 'bat the ro11owiug documents are mandatory anal halve to be attached 157tI1 Your part [ ] Log Carrl (F]IE) [ ] 14-MA [ ] Warranty claim REASON FOR RETURN DETAILED DESCRIPTION OF DEFECT AIRBUS HELICOPTERS, coterie par actions sinsplifiee a sap it de 581 614 047 Eros - R.C.S. Aceen-Ploseace 352 383 715 Siere loiter Aeropon Imernaaowl Manedle-Roeince . 13'25 Mariann* Ceder -Fierce - Tel - 3304442858585 -TVA FR 52 352 383 715 City of Miami AS350B2 SN 8089 Page 43 of 46 This document is the property of the Seller. No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of the Seller nor shall its contents be disclosed. © Airbus Helicopters 2017. AIRBUS HELICOPTERS APPENDIX 11 - CONFIDENTIALITY The purpose of this Appendix is to define the terms and conditions governing the exchange of confidential information between Airbus and City in the frame of the execution of this Contract (the Objective) and to determine the rules related to the use and protection thereof. Each party (the Disclosing Party) may disclose to the other party (the Receiving Party), information in connection with the Objective and the Receiving Party undertakes to use such information solely for the purposes of such Objective. No provision of this Appendix shall be construed as compelling a Party to disclose information to the other Party or to enter into further Contracts with the other, ARTICLE 1 — CONFIDENTIALITY OF INFORMATION The Parties agree that any and all information disclosed by either Party to the other shall be deemed confidential (hereinafter referred to as "Confidential Information") whatever the subject (such as, without limitation, technical, industrial, financial, commercial), the nature (such as, without limitation, know-how, methods, processes, technical or installation details), the form (such as, without limitation, written or printed documents, CD Rom, computer diskettes, samples, drawings) and the mode of transmission (such as, without limitation, written, oral, computer, including networks and/or electronic mail), provided that : - if transmitted in written or other tangible form, is designated as "Confidential Information" of the Disclosing Party by affixing a stamp indicating "Company Confidential" , "Company Restricted", "Program Confidential" or any other similar legend. - if orally disclosed, the Receiving Party is told at the time of such disclosure of the confidential nature of the information, and said information and its confidential nature are confirmed in writing within thirty (30) days of such disclosure (during which period such information shall be treated as "Confidential Information" pursuant to this Contract). ARTICLE 2 — OBLIGATIONS OF THE PARTIES Each Party hereby undertakes, during this Contract and for a period of twenty (20) years from the date of termination or expiration of the Contract, that Confidential Information: a) shall be protected and kept strictly confidential and shall be treated with the same degree of care and protection as it uses to treat its own Confidential Information, but in no instance shall such standard be less than reasonable care. b) shall be disclosed internally only to those of its employees and/or its attorneys and/or financial auditors (i) having a need to know such Confidential Information for the Objective and (ii) duly informed of the strictly confidential nature of such Information, and shall be used subject to the provisions hereof. Each Party declares it has taken or agrees to take any necessary measures with its employees and/or its attorneys and/or financial auditors so that they may comply with the undertakings under this Contract. The Receiving City of Miami AS35082 SN 8089 Page 44 of 46 This document is the property of Airbus Helicopters. No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of the Seller nor shall its contents be disclosed. © Airbus Helicopters 2017. AIRBUS HELICOPTERS Party will be liable for any breach of this Contract as a result of the conduct of any of such employees or attorneys and/or financial auditors. c) shall not be used, in whole or in part, for any other purpose than the Objective specified in this Contract, without the prior written consent of the Disclosing Party. d) shall not be disclosed nor likely to be disclosed either directly or indirectly to any third party without the prior written consent of the Disclosing Party, and provided that such third party undertakes in writing to comply with the same confidentiality obligations as provided herein. e) shall not be copied, nor reproduced, not duplicated in whole or in part without the prior written authorization of the Disclosing Party otherwise than as strictly necessary for the Receiving Party to achieve the Objective. All complete and/or partial copies shall contain the same proprietary and confidential notices and legends which appear on the original Confidential Information. ARTICLE 3 — LIMITS TO OBLIGATIONS OF THE PARTIES (1) "Confidential Information" shall not include such information which the Receiving Party can prove: a) was in the public domain prior to or after disclosure but through no fault of the Receiving Party, or b) was already known by the Receiving Party at the time of disclosure, as evidenced by the Receiving Party's written records, or c) was lawfully received from a third party without fault of the Receiving Party and without restriction or breach of this Contract, or d) was used or disclosed with the prior written consent of the Disclosing Party, or e) was independently developed in good faith by employees of the Receiving Party who did not have access to the Confidential Information. (2) In addition, Airbus shall have the right to disclose any Confidential Information received from City to any subsidiary, parent company or any other affiliated company that needs to know such information for the purpose of the Objective. ARTICLE 4 — MANDATORY DISCLOSURE The Receiving Party may disclose such portion of Confidential Information which it is legally required to disclose to satisfy a legal demand by a competent court of law or government body, provided however that in these circumstances, the Receiving Party shall forthwith prior to disclosure notify the Disclosing Party and, upon request, shall cooperate with the Disclosing Party in the event it elects to contest such disclosure. ARTICLE 5 -- INTELLECTUAL PROPERTY City of Miami AS350B2 SN 8089 Page 45 of 46 This document is the property of Airbus Helicopters. No pad of it shall be reproduced and/or distributed to third parties without the express prior authorization of the Seller nor shall its contents be disclosed. O Airbus Helicopters 2017 e- AIRBUS HELICOPTERS (1) Transmission by one Party to the other Party of Confidential Information under this Contract shall not be construed (i) as expressly or impliedly granting the Receiving Party any Intellectual Property right (under any license or any other means) in respect of any items such as, without limitation, drawings and models, inventions, patents, trademarks, software, trade secrets, know-how, concepts or ideas in relation to such Confidential Information, or (ii) as a disclosure within the meaning of patent law. (2) The Parties undertake to comply with the notice of reservation of intellectual property and confidentiality indicated on the Confidential Information, if any. ARTICLE 6 — PROPERTY OF CONFIDENTIAL INFORMATION (1) Any and all Confidential Information transmitted by one Party to the other Party under this Contract, as also any copies, reproductions or duplications duly authorized and made for the sole purposes of the achievement of the Objective, and all rights related thereto, shall remain in any case the property of the Disclosing Party, subject to third parties' rights. (2) The Receiving Party shall promptly cease to use the Confidential Information and all copies thereof upon the written request of the Disclosing Party or upon termination of the Contract, and shall return (or destroy, as instructed by the Disclosing Party) such Confidential Information to the Disclosing Party. ARTICLE 7 — PROTECTED OR CLASSIFIED CONFIDENTIAL INFORMATION. Nothing in this Contract shall replace or prejudice any government security classification referenced on any part of the Confidential Information. Any and all Confidential Information disclosed by the Parties under this Contract subject of a government security classification, shall be identified as such by the Disclosing Party at the time of disclosure. Disclosure, protection and use of such Confidential Information shall be made pursuant to the security procedures specified by the authorities concerned. ARTICLE 8 — RIGHT TO DISCLOSE Each Party warrants that it has the right to disclose to the other all Confidential Information disclosed pursuant to this Contract. City of Miami AS350B2 SN 8089 Page 46 of 46 This document is the property of Airbus Helicopters. No part of it shall be reproduced and/or distributed to third parties without the express prior authorization of the Seiler nor shall its contents be disclosed. ()Airbus Helicopters 2017.