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Home My WebLink AboutContract 56843CSC No. 56843 C2 - Restricted ADDENDUM TO SUPPORT BY THE HOUR AGREEMENT COMPLETE ENGINE MAINTENANCE LEASING FOR SAFRAN HELICOPTER ENGINES GAS TURBINE ARRIUS 2R ENGINES BETWEEN THE CITY OF FORT WORTH AND SAFRAN HELICOPTER ENGINES USA, INC. This Addendum to Support by the Hour Agreement Complete Engine Maintenance Leasing for Safran Helicopter Engines Gas Turbine Arrius 2 R Engines ("Addendum") is entered into by and between Safran Helicopter Engines USA, Inc. ("SafranHE USA") and the City of Fort Worth ("City"), collectively the "Parties" or individually as the "Party". The Contract documents shall include the following: 1. The Support by the Hour Agreement Complete Engine Maintenance Leasing for Safran Helicopter Engines Gas Turbine Arrius 2 R Engines; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Support by the Hour Agreement Complete Engine Maintenance Leasing for Safran Helicopter Engines Gas Turbine Arrius 2 R Engines ([collectively referred to herein as] the "Agreement'), the Parties stipulate by evidence of execution of this Addendum below by a representative of each Party duly authorized to bind the Parties hereto, that the Parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement asfollows: Termination. a Breach. If either Party commits a material breach of the Agreement, the non -breaching Party must give written notice to the breaching Party that describes the breach in reasonable detail. The breaching Party must cure the breach thirty (30) calendar days after receipt of written notice from the non -breaching Party, or other time frame as agreed to by the Parties. If the breaching Party fails to cure the breach within the stated period of time, the non -breaching Party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching Party. Notwithstanding the above and if City does not perform its obligations, SafranHE USA reserves the right to suspend the performance of any services under the Agreement. If the performance of any service is suspended, City shall not be entitled to claim any damage or loss resulting directly or indirectly from such suspension. b. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify SafranHE USA of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. OFFICIAL RECORD CITY SECRETARY endum FT. WORTH, TX C2 - Restricted C. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay SafranHE USA for services actually rendered up to the effective date of termination and SafranHE USA shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, SafranHE USA shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event SafranHE USA has received access to City information or data as a requirement to perform services hereunder, SafranHE USA shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 2. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental Units," is self -insured and therefore is not required to purchase insurance. City will provide a letter of self -insured status as requested by SafranHE USA. 3. Sovereign ImmunitX. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 4. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 5. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify SafranHE USA. It will be the responsibility of SafranHE USA to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 6. Agreement Controlling. If any provisions of this Addendum conflict with the terms of the Agreement, are prohibited by applicable law, conflict with any applicable rule, the terms in the Agreement shall control. 7. Immigration Nationality Act. SafranHE USA shall verify the identity and employment eligibility of its employees who perform work under the Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, SafranHE USA shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under the Agreement. SafranHE USA shall adhere to all Addendum Page 2 of 50 C2 - Restricted Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any SafranHE USA employee who is not legally eligible to perform such services. City, upon written notice to SafranHE USA, shall have the right to immediately terminate the Agreement for violations of this provision by SafranHE USA. 8. No Boycott of Israel. If SafranHE USA has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. SafranHE USA acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, SafranHE USA certifies that SafranHE USA's signature provides written verification to City that SafranHE USA: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. (signature page follows) Addendum Page 3 of 50 �- C2 - Restricted 11 Sl� SAFRAN HELICOPTER ENGINES [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: Fort Worth SafranHE USA: Safran Helicopter Engines USA, Inc. rr —T"-� 1 By: Jesus J.Chapa ecl, 12113:52CST) By: Name: Jesus J. Chapa Name: Title: Deputy City Manager Title: Dec 1, 2021 Date: Date: CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Neil Noakes Neil Noakes (Dec 1, 2021 13:35 CST). Name: lNeil FloaKes Title: Chief of Police Approved as to Form and Legality: By: / Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&C: N/A City of Fort Worth SafranHE USA Agreement N° 21.102.SBH Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Raquel Cleveland By: Raquel Cleveland (Nov 24,202117:12 CST) Name: Raquel Cleveland Title: Acting Sr. Contract Compliance Specialist Acting City Secretary: (79eegttg S GoodW By: Jannette S. Goodall (Dec 3, 202108:28 CST) Name: Jannette Goodall Title: City Secretary pq 1F OR A °°°°ray d 9A. 0 Ij P ~° 0. o ° 0 °°o 4( d°00000 �EXASa�a OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CoFW SHEUSA Page 4 of 50 16 Dec,2021 �~ ` HELICOPTER ENGINES SAFRAN [Executed effective as of the date signed by the Assistant City Manager below.] I [ACCEPTED AND AGREED:] City: Fort Worth By: Jesus3.Chapa 1, 702111S2C5T} Name: Jesus J. Chapa Title: Deputy City Manager Date: Dec 1, 2021 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Neil Noakes Neil Noakes (Dec 1, 20211135 CSTI By: - Name: Neil Noakes Title: Chief of Police Approved as to Form and Legality: By: Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&C: NIA City of Fort Worth SafranHE USA Agreement N° 21.102.SBH nH Inc. BY: Name., 1".c,4-r Title: l t Date: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Raquel Cleveland Raquel Cleveland (Nov 24,202117:12 CST) Name: Raquel Cleveland Title: Acting Sr. Contract Compliance Specialist Acting City Secretary: 7a��2tte S 600daa By: Jannette S. Goodall (Dec 3, 202106:28 CST))) Name: Jannette Goodall Title: City Secretary Page 4 of 50 4,d�9UL4� ap0� �oRT�Ydd o0 i �o ". � aa�r< 01 XA`oo4p OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX -ZL_ CoFW 1c SHEUSA C2 - Restricted SAFRAN HELICOPTER ENGINES CITY OF FORT WORTH ************************* SUPPORT BY THE HOUR AGREEMENT COMPLETE ENGINE MAINTENANCE LEASING FOR SAFRAN HELICOPTER ENGINES GAS City of Fort Worth SafranHE USA Agreement N° 21.102.SBH TURBINE ARRIUS 2R ENGINES ************************* Contract #21.102.SBH �L CoFW_ SHEUSA Page 5 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES This Support By the Hour Agreement (the "Agreement") is made by and 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. On the one hand, And The City of Fort Worth (the "City"), A municipal corporation under the Laws of United States of represented by Deputy City Manager Jesus J. Chapa. 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, City desires to limit major engine maintenance expenses and SafranHE USA desires to provide the opportunity to City 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: City of Fort Worth SafranHE USA Agreement N° 21.102.SBH r CoFW3c SHEUSA Page 6 of 50 \ C2 - Restricted SAFRAN HELICOPTER ENGINES Table of Contents ARTICLE 1 —DEFINITIONS ................................................................................. ARTICLE 2 — PURPOSE AND SCOPE OF THE AGREEMENT ........................... ARTICLE 3 — DURATION..................................................................................... ARTICLE 4 — CONDITIONS TO QUALIFY FOR THIS AGREEMENT .................. ARTICLE 5 —OBLIGATIONS OF SAFRANHE USA AND COVERED SERVICES ARTICLE 6 — CITY'S OBLIGATIONS................................................................... ARTICLE 7 — ORDERS......................................................................................... ARTICLE 8 — DELIVERY BY SAFRANHE USA .................................................... ARTICLE 9 — RETURN OF EQUIPMENT TO SAFRANHE USA .......................... ARTICLE 10 —WARRANTY, INDEMNIFICATION, LIABILITY AND INSURANCE ARTICLE 11 —PRICING CONDITIONS................................................................ ARTICLE 12 — CONDITIONS FOR PAYMENT ..................................................... ARTICLE 13 — IMPORT & EXPORT CONTROL ................................................... ARTICLE 14 —TERMINATION ............................................................................. ARTICLE 15 — ASSIGNMENT AND TRANSFER .................................................. ARTICLE 16 —LAW AND JURISDICTION............................................................. ARTICLE 17 — MISCELLANEOUS........................................................................ ARTICLE 18 —CONFIDENTIALITY ...................................................................... ARTICLE 19 —ETHIC ........................................................................................... City of Fort Worth SafranHE USA Agreement N° 21.102.SBH CoFW_ SHEUSA .9 12 12 12 12 13 15 15 16 17 18 20 21 23 24 24 25 26 27 Page 7 of 50 r� SAFRAN C2 -Restricted HELICOPTER ENGINES Appendices APPENDIX A - AIRCRAFT AND EQUIPMENT COVERED BY THIS AGREEMENT ......................................... APPENDIX B — LIST OF EQUIPMENT PROVIDED BY SAFRANHE USA UNDER TERMS OF AGREEMENT APPENDIXC - N/A............................................................................................................................................ APPENDIX D - EXCLUDED EVENTS................................................................................................................ APPENDIX E - HOURLY AND CYCLE RATE APPLICABLE TO THIS AGREEMENT ...................................... APPENDIX F - BUY -IN - BUY OUT.................................................................................................................... APPENDIXG - N/A............................................................................................................................................ APPENDIX H - CERTIFICATE OF TITLE TRANSFER...................................................................................... APPENDIX I - MONTHLY OPERATING REPORT............................................................................................ APPENDIX J - SCHEDULED REMOVAL PLAN................................................................................................ APPENDIX K - EQUIPMENT REMOVAL REPORT........................................................................................... APPENDIX L - LEASE AGREEMENT................................................................................................................ City of Fort Worth SafranHE USA Agreement N° 21.102.SBH CoFW_ SHEUSA 28 29 30 31 32 34 36 37 39 40 42 43 Page 8 of 50 C2 - Restricted 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 City 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, as per ICC Incoterms 2010 issue. "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 ("DECU"). "COMPLETE ENGINE MAINTENANCE" means that in the event City's Engine requires removal for scheduled or unscheduled maintenance, SafranHE USA (directly or through one of its Affiliates) shall supply City 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. "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 City'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 (hftps://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 as per ICC Incoterms 2010 issue. "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 City where Services may be performed. City of Fort Worth SafranHE USA Agreement N° 21.102.SBH _J'L_ CoFW1_c SHEUSA Page 9 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES "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 as per ICC Incoterms 2010 issue. "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 City 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 City's Engine or Module is Repaired/Overhauled, the leasing Engine or Module supplied to City shall be returned to SafranHE USA or Designated Center. "LEVEL 1 MAINTENANCE" means any maintenance tasks that can be performed on Aircraft and Engine removed from the Aircraft for accessibility reason (excluding tasks that require the removal/installation of a Module) in accordance with the applicable Reference Documents. "LEVEL 2 MAINTENANCE" means any maintenance tasks requiring removal/installation of a Module in accordance with the applicable Reference Documents. "LEVEL 3" means deep maintenance, also referred to as Level 3 maintenance of the Equipment while removed from the Aircraft in accordance with the applicable Reference Documents. "LEVEL 4" means the Overhaul or the Repair of the Equipment or any part thereof performed at SafranHE's facility in accordance with the applicable Reference Documents. "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 City. "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. City of Fort Worth SafranHE USA Agreement N° 21.102.SBH Page 10 of 50 _:rL_ CoFWx SHEUSA SA F R A N C2 -Restricted �tk HELICOPTER ENGINES "REFERENCE DOCUMENTS" means the following Safran Helicopter Engines documents, and any amendments thereto collectively, "Reference Documents": 1) Engine maintenance manual (field or modular maintenance), 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. "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 City 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 City's Equipment at the Designated Center until City's Equipment is ready to leave the said Designated Center in accordancewith the applicable Incoterms. "UNSCHEDULED REMOVAL" means the removal of Equipment performed outside the time intervals or limit intervals as specified in the Reference Documents. "USAGE REPORT" means a dematerialized chart that enables City to enter monthly Covered Equipment's operation through Customer Portal. Note: Words used in the singular shall include plural and vice versa unless contrary intention should appear City of Fort Worth SafranHE USA Agreement N° 21.102.SBH CoFW" SHEUSA Page 11 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES 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 City, and City shall obtain from SafranHE USA, Services for Covered Equipment, as hereinafter defined, at agreed upon rates and charges set forth in Article 11. 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 City. 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 January, 07th of 2026 ("Expiration Date"). 3.2. Beyond this initial period, this Agreement shall automatically renew for successive one year periods unless either party gives the other party written notice, not less than thirty (30) days prior to the expiration of the then current term, of its intention not to renew this Agreement, in which case this Agreement shall terminate as of the end of the then current term. ARTICLE 4 — CONDITIONS TO QUALIFY FOR THIS AGREEMENT 4.1. Similar Equipment. As a condition to this Agreement, City shall enroll under this Agreement any and all Equipment owned or operated by City that are the same or of similar type to any of the Covered Equipment. 42 Condition of Covered Equipment. City 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, City'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 City'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 City under the terms and conditions of this Agreement the following Services: ✓ Leasing of Engines for Unscheduled Removals requiring Level 3 or 4 maintenance. ✓ Repair of Engines for Unscheduled Removals requiring Level 3 or 4 maintenance. ✓ Leasing of Engines for Scheduled Removals. ✓ Overhaul of Engines for Scheduled Removals. ✓ Replacement of Life -Limited Parts. ✓ Modular Engine Maintenance. The following Services are also covered under this Agreement: ✓ Standard Exchange of Accessories with TBO as per Appendix B. 5.2. Mandatory Bulletins are included in the scope of this Agreement. City of Fort Worth SafranHE USA Agreement N° 21.102.SBH Page 12 of 50 _TL_ CoFW1c SHEUSA r>= C2 - Restricted SAFRAN HELICOPTER ENGINES 5.3. SafranHE USA may decide to perform maintenance at the City's primary facility which is not of City's responsibility under this Agreement as described in the maintenance manual to avoid the exchange or return of Covered Equipment to SafranHE USA. In the event SafranHE USA elects to perform maintenance at City's facility, SafranHE USA shall bear all related expenses for technician's labor and travel. 5.4. 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. 2417 Field Representative assistance is included in the scope of thisAgreement. 5.10. 24 hour help line access for troubleshooting is included in the scope of thisAgreement. 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 City's engine requires removal for scheduled or unscheduled maintenance, SafranHE USA shall supply City with a Complete Engine under leasing to operate until City's Engine is repaired or overhauled. SafranHE USA shall provide the Complete Engine for City's use at the current rate in effect as described in Article 11.1 of this Agreement. City 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 — CITY'S OBLIGATIONS 6.1. Scheduled Removal. City is entitled to remove Serviceable Equipment for a Scheduled Removal when the Equipment reaches the end of its TBO period or is within fifty (50) hours or less from such TBO period. City is entitled to remove Serviceable Equipment for a Scheduled Removal when the Life Limited Part reaches the end of its initial life limit or is within three percent (3%) thereof. Customer shall make 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. City shall also place an order as per Article 7 below within the same above timeframe. City of Fort Worth SafranHE USA Agreement N° 21.102.SBH -Tt,_ CoFW3c SHEUSA Page 13 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES 6.2. Unscheduled Removals. In the event of an Unscheduled Removal, City shall perform the relevant troubleshooting prior to removal. City must obtain the prior written approval of SafranHE USA for any Unscheduled Removal of the Equipment. City 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. City shall also place an order as per Article 7 below within the same above timeframe. 6.3. Level 1 Maintenance. City shall be responsible for Level 1 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 City 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. City declared operating the Covered Equipment in Any change of country of operation shall be subject to an amendment as per Article 17.2. 6.5.2. Monthly Report. Each month City shall complete the Usage Report form through Customer Portal and provide it to SafranHE USA, as of the last Day of the prior calendar month. The Usage Report must be received by SafranHE USA by the tenth (10th) Day of the month. In the event that City is not able to complete and provide the Usage Report or connect to Customer Portal, City may submit to SafranHE USA a written report in the form of Appendix I. 6.5.3. Notice of Incident or Accident. City 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 City. 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 City. 6.5.5. Operation and Maintenance Records. City 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. 6.6. Ownership. City hereby certifies and further warrants that it has good and clear ownership to the Equipment covered by this Agreement and warrants that such Equipment is free and clear of all liens, charges, mortgages or encumbrances and rights of others of any kind whatsoever and City shall fully indemnify and hold SafranHE USA harmless in this regard. City shall not, except in compliance with Article 17.1 (Sole Agreement) and Article15 (Assignment) below: ➢ Make or suffer to be made any change in the ownership, leasehold, utilization of the Equipment or any Aircraft on which the Equipment is installed, without priorwritten notice to SafranHE USA; and/or ➢ Undertake any act that would result in the imposition of any lien, security interest or other encumbrance on any Equipment Owned by Safran Helicopter Engines or SafranHE USA. Non -modification of Equipment. City 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, City may modify Covered Equipment when required by the National Aviation Authority after providing prior written notice to SafranHE USA. Scheduled Removal program. City shall be responsible for planning the Scheduled Removal of its Equipment as follows: City of Fort Worth SafranHE USA Agreement N° 21.102.SBH _T1 CoFW1c SHEUSA Page 14 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES ➢ 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 AppendixJ. ➢ As a rule, City 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, City 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 ofthe 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 orHMU, 7) Quantity required, 8) Release certification required, 9) Reason for removal, 10) Required delivery date, applicable Incoterms and place ofdelivery. 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 City 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 City. Unless otherwise specified in an order, Equipment deliveries by SafranHE USA to City 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 USAwill ensure that Replacement Equipment delivery to City 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 AOG situations, SafranHE USA shall deliver a Replacement Equipment within five (5) Days from receipt of City's order. City of Fort Worth SafranHE USA Agreement N° 21.102.SBH _j_1_ CoFW x SHEUSA Page 15 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES In AOG situations, SafranHE USA shall deliver a Replacement Equipment within twenty-four hours (24) following receipt of a written order duly completed by City. 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 Modulesand/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 City by issuance of a credit note and applied to City's trade account. However, in the event City 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 City becomes the property of the City 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. Notwithstanding the above, in the case that the Standard Exchange covers a Complete Engine, the Engine shall become the property of City or Owner upon completion and signature of a Certificate of Title Transfer as referenced in Appendix H which shall be done forty eight (48) hours from the physical exchange of the Engine. 8.5. Risk of loss ordamage shall pass upon delivery according to the applicable Incoterm. 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 City to SafranHE USA shall be made DAP Designated Center (Incoterms issue 2010) and in packaging which conforms to the manufacturer's specification. City 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 appendices and, the City'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 City in accordance with Article 8 (Delivery). 9.6. Additional fee/Incentive. If City 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 City in accordance with Article 8 (Delivery), then City 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. In this case, SafranHE USA will issue a supplementary invoice. If City 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 City a credit note of three hundred US Dollars (300 USD) for Engines and _fir City of Fort Worth CoFW3C SafranHE USA SHEUSA Agreement N° 21.102.SBH Page 16 of 50 SSA F R A hl C2 -Restricted HELICOPTER ENGINES 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 City does not return the Core Unit within one hundred eighty (180) Days then SafranHE USA shall be entitled to invoice City 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 City'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 whatsoever and the delivering Party shall fully indemnify and hold the other Party harmless in this regard. 9.8. Risk of loss ordamage shall pass upon delivery according to the applicable Incoterm. ARTICLE 10 — WARRANTY, INDEMNIFICATION, LIABILITY AND INSURANCE 10.1. WARRANTY City 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 forthe duration of this Agreement. It is expressly agreed between City and SafranHE USA that the benefits of the warranties granted by SafranHE USA to City 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 City, 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 City shall be covered by the warranty according to Safran Helicopter Engines Warranties Conditions. 10.2. WAIVER/DISCLAIMER 10.3. 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. LIABILITY Neither Party shall be responsible for liability incurred as a result of the other party's acts or omissions in connection with this Agreement. As between the Parties, each party acknowledges that it will be responsible for any and all claims for the loss, damage or injury to any person or property to the extent caused by that party's negligence and/or willful misconduct. The City's liability is subject to, at all times, the immunities granted by the Texas Tort Claim Act §101.0215 Liability of a Municipality, as amended. 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 technical direction City of Fort Worth SafranHE USA Agreement N° 21.102.SBH CoFW_ SHEUSA Page 17 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES of installation, maintenance, repair or use of any Equipment covered by or furnished under this Agreement, whether in contract, in tort, under any warranty, or otherwise, is limited to the repair or replacement, 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) whether asserted by City or any third party even if informed of the possibility of such damages. For the avoidance of doubt, damage to the Aircraft or third parties shall be considered consequential damages. 10.5. INSURANCE The City of Forth Worth is self -insured and shall be responsible for all damage to Aircraft and third party liability (Bodily Injury and Property Damage). The City of Fort Worth, upon request from SafranHE USA shall provide a letter of self - insured status. For the avoidance of doubt, the City of Forth Worth agrees to provide the amount of full replacement value for all SafranHE USA Owned Equipment or supplies while in the custody of City of Forth Worth or in transit to SafranHE USA in the event that such Equipment is damaged due to the City of Fort Worth. Such commitment shall 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. ARTICLE 11 — PRICING CONDITIONS 11.1. Hourly and Cycle Rate. In consideration of the Services provided by SafranHE USA under this Agreement, City 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, City 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 issued. Additional invoice = Hourly Rate x (TBO remaining - 50 hours) * Equivalent Engine (EQE) 11.3.4. Additional invoicing linked to non -covered services. �L— City of Fort Worth CoFW?C SafranHE USA SHEUSA Agreement N° 21.102.SBH Page 18 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES 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 City 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, City 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 City 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 City 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), based on current economic conditions. This value will be revised according to the current economic conditions. The credit note will be calculated as follows: • If the item has a life or use limit: ITEM PRICE CREDIT NOTE = LIFE LIMIT X • If the item has no life or use limit: CREDIT NOTE = ITEM PRICE X SERVICE LIFE LIMIT ELAPSED AT TIME OF ITS REPLACEMENT 35% X TSO TBO 11.3.5. Discovery of Exclusion for Equipment on Lease. SafranHE USA shall advise City 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 City. In such cases, City 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 City in addition to other payments made pursuant to this Agreement. 1) Miscellaneous Expenses. 2) 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 City in accordance with the catalogue price list in force. 3) 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 City for all associated costs for obtaining or creating newdocuments. 4) Labor and Transportation. Unless otherwise agreed in this Agreement, City agrees to bear all labor and transportation costs for the removal, installation and troubleshooting. 5) 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 City for all associated removal and maintenance costs. 11.4. 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 r City of Fort Worth CoFW3C SafranHE USA SHEUSA Agreement N° 21.102.SBH Page 19 of 50 r>= C2 - Restricted SAFRAN HELICOPTER ENGINES Equipment is returned to Designated Center, then SafranHE USA shall charge City for the testing of the Equipment on Safran Helicopter Engines test benches. 11.4. 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 City as brand new or overhauled Equipment. 12.4. Appendix F, which is incorporated herein by reference, sets forth the City's Engines buy -in calculation, amount and payment terms with respect to any purchase of used hours and Cycles under this Article 11.4. 13.4. Should any Removal for Services occur prior to payment of the Buy -In Fee in full by City, City understands and agrees to pay SafranHE USA, without any further notice, 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. City 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. City shall settle SafranHE USA's invoices in US Dollars (USD)currency. 4) Payment lead time. Each invoice shall be due within thirty (30) Days from the invoice date. 5) Disputed invoices. City shall notify SafranHE USA in writing if an invoice is disputed within fifteen (15) Days of receipt of invoice. Such invoice shall remain payable in accordance with this article 12. Invoices not disputed within this period shall be deemed to be valid. 6) Outstanding invoices. In the event invoices are not paid within thirty (30) Days, SafranHE USA may suspend coverage under this Agreement without need for notice until full payment of the amount due has been received from City. If coverage is suspended, City shall not be entitled to claim any damage or loss resulting directly or indirectly from suspension. Furthermore, SafranHE USA shall be entitled to terminate this Agreement in accordance with Article 14 below. 7) Interest for late payment. Interest on all amounts past due shall be invoiced and paid at the rate of eighteen percent (18%) per annum, or (if less than eighteen percent (18%) per annum) the maximum amount permitted by applicable law. 12.2. Invoicing method City of Fort Worth SafranHE USA Agreement N° 21.102.SBH _-M CoFW x SHEUSA Page 20 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES City 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 In the event City 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 City with the same amount as the previous month. In case it happens the first month following the execution of this Agreement then SafranHE USA shall invoice City according to the estimated monthly flown hours. Then SafranHE USA shall reconcile the invoice on the following month. 12.4. Taxes Taxes, Duties or charges The Hourly and Cycle Rate is quoted before tax in accordance with article 12 above. In addition to the Hourly and Cycle Rate, City agrees to pay, upon demand, all taxes (including, without limitation, sales, use, excise, turnover or value added taxes), duties, fees, charges or assessments of any nature (but excluding any income taxes) (hereinafter "Taxes") assessed or levied in connection with the performance of the Agreement. If City is exempt from paying said tax in accordance with Texas law, said exemption shall only apply after the City has provided SafranHE USA all necessary documents and information to support City's exemption. Where City is liable to Value Added Tax, this shall be payable along with the settlement of each invoice, according to the VAT regulation in force. City shall notify to SafranHE USA its VAT Code, if necessary. Reimbursement / Refund. If payment of any such Taxes is made by SafranHE USA, City will reimburse SafranHE USA upon demand, such reimbursement including, inter alia, penalties and interests which could have been levied against SafranHE USA. If City is exempt from said tax in accordance with Texas law, said exemption shall only apply after the City has provided SafranHE USA all necessary documents and information to support City's exemption. Payment of taxes by SafranHE USA that City is rightfully exempt from paying shall not obligate City to reimburse SafranHE USA for such payment. City will use reasonable efforts to obtain a refund thereof if otherwise obligated to pay said tax in accordance with this section. If all or any part of any such Taxes is refunded to SafranHE USA, SafranHE USA will repay to City such part thereof as SafranHE USA wasrefunded. Withholdings. All payments by City to SafranHE USA (or the applicable affiliated company) under this Agreement shall be free of all withholdings of any nature whatsoever except to the extent otherwise required by law, and if any such withholding is so required, City shall promptly notify SafranHE USA by written notification and will pay an additional amount such that after the deduction of all amounts required to be withheld, the net amount received by SafranHE USA will equal the amount that SafranHE USA would have received if such withholding had not been acquired. If the aforementioned mechanism contradicts the law of United States of America, the Parties shall amend this Agreement in order to increase the respective prices and amounts provided for by this Agreement so that the initial prices and amounts are preserved. ARTICLE 13 — IMPORT & EXPORT CONTROL City of Fort Worth SafranHE USA Agreement N° 21.102.SBH �i_ CoFW3c SHEUSA Page 21 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES 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. 132 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 17.12 hereunder) provided that reasonable endeavors have been used to secure and maintain the said license or authorization. 13.6. City 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, City shall notify SafranHE USA of any anticipated re-export or trans- shipment through any country other than United States of America. City 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 City 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 orabroad. 13.10. 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 City of Fort Worth SafranHE USA Agreement N° 21.102.SBH CoFWx SHEUSA Page 22 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES 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 sixty (60) 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 City 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 City 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, City 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 City duties upon termination. Within fifteen (15) business days after the Termination Date, City must, at its own expenses, return any and all Equipment and supplies belonging to SafranHE USA to the SafranHE USA Shipping Address, DAP SafranHE USA Designated Center. If City fails to return Equipment and supplies within fifteen (15) business days, then City will be liable, without any further notice, to a daily fee equal to three hundred US Dollars (300 USD) perday. In the event, City does not return any and all Equipment and supplies belonging to SafranHE USA within thirty (30) Days then SafranHE USA shall be entitled to claim to City the Equipment's and supplies' replacement value. If the returned SafranHE USA's Equipment is found to be incomplete and/ordamaged, then SafranHE USA shall be entitled to claim an amount equivalent to the value of missing parts and/or requested repair. City shall also pay in full the accrued amount and outstanding invoices and charges to SafranHE USA under this Agreement. 14.2.2 SafranHE USA duties upon termination. SafranHE USAshall, promptly deliver all City's Equipment and related documentation to City provided that City has fulfilled all payment obligations under this Agreement and has returned all SafranHE USA's Equipment. 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 City of Fort Worth SafranHE USA Agreement N° 21.102.SBH r CoFW x SHEUSA Page 23 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES 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 City for every Engine which is the subject of this Agreement, either: (a) an Overhauled Engine or repaired Equipment as Standard Exchangeand/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 City owes to SafranHE USA under this Agreement. Any remaining credit note will be applied as a credit note to City'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 City 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. City shall not 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 SafranHE USA's prior written consent. 15.2. Any sale of the ownership interests (e.g., stock, membership interest, partnership interest, etc.) of City that results in a loss of control, or any merger, consolidation, reorganization, or other similar transaction of City will be deemed to be an assignment by operation of law. 15.3. Any change of ownership of Covered Equipment will also be deemed to be an assignment by operation of law. 15.4. Any attempted assignment or delegation is void without the consent of SafranHE USA. 15.5. If City assigns its rights or sub -contracts or delegates its duties under this Agreement, whether voluntarily or involuntarily or by operation of law, then SafranHE USA, in its sole discretion, may terminate this 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 of SafranHE USA. 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 written notice provided to City. 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, with written notice to City. If SafranHE USA subcontracts its obligations under this Agreement, then such subcontract shall incorporate the terms of this Agreement and tie such third party to SafranHE USA's obligations to City. 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 Texas, without regard to choice of law rules. The Parties consent to the sole jurisdiction and venue in any court of competent City of Fort Worth SafranHE USA Agreement N° 21.102.SBH �r- CoFW3c SHEUSA Page 24 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES jurisdiction in Tarrant County, Texas, 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 City affecting this Agreement. This Agreement cancels and supersedes all previous agreements between SafranHE USA and City relating to the subject matters covered herein. 17.2. Amendment. In the event City 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 City or its personnel, the English version shall prevail in the event of a dispute arising out of the interpretation of thisAgreement. 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. 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, City shall send the original executed copy of this Agreement to SafranHE USA within five (5) 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 thisAgreement. 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; City of Fort Worth SafranHE USA Agreement N° 21.102.SBH _TL_ CoFW3c SHEUSA Page 25 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES • this Agreement without its Appendices; • the Appendices. 17.15. Independent Contractors. Neither Party shall have the right to contract or in any other way to enter into commitments on behalf of or in the name of the other Party and shall not by course of conduct or otherwise hold itself out to any third party as having such authority. The relationship of the Parties under the Agreement shall be that of independent contractors. 17.16. Force Majeure. Neither Party shall be liable for failing to perform its obligations under this Agreement or for delay in performing where such failure or delay in performance is due to Force Majeure. Force Majeure means any event which is beyond the reasonable control of a Party including but not limited to acts of war (declared or not declared), civil war, riots, acts of terrorism, natural disasters, floods, earthquake, fires, unusually severe weather, disruption of essential services such as electrical power and broadband network including Internet, quarantine or any precaution taken against contagious, epidemic or pandemic disease, restraints of Government or any competent authority, laws, orders or regulations, industrial actions such as strike, machinery breakdown, computer virus, delays or accidents in the supply of essential raw material or in the dispatch of item related to the Equipment or in the shipment of the same or an exceptional combination of such events. If a Force Majeure event occurs, the affected Party shall notify the other Party within fifteen (15) Days of the occurrence of such event. Such notification shall include at a minimum, the date on which such event commenced, the reasons and the nature thereof, and the estimated duration of the delay. The affected Party shall regularly update the other Party regarding the status of the event and any mitigating action being taken. In the case of Force Majeure the time for performance shall be extended for a period equal to the time lost by reason of the Force Majeure event. These provisions shall not however relieve a Party from using all commercially reasonable efforts to mitigate the effects of the Force Majeure event, to remove such causes and to resume performance with reasonable dispatch whenever the cause of the Force Majeure stops or is removed; Notwithstanding the foregoing, Force Majeure shall not suspend the liability, for failure to perform, of any payment obligation here under. 17.17. Notifications. All notices, requests, demands and other communications required or permitted to be given under this Agreement shall be in writing (in English) and shall be conclusively deemed to have been duly given and received (a) when hand delivered; (b) five days after the same have been deposited in a United States post office via certified mail/return receipt requested; (c) the day sent by facsimile transmission or PDF format through electronic mail ("e-mail') if sent priorto 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. 17.18 Addendum. The Parties agree that the attached "Addendum to Support by the Hour Agreement Complete Engine Maintenance Leasing for Safran Helicopter Engines Gas Turbine Arrius 2R Engines between The City of Fort Worth and Safran Helicopter Engines USA, Inc." shall be incorporated into this Agreement as Addendum 1. The Agreement shall control and supersede the terms of theAddendum. ARTICLE 18 — CONFIDENTIALITY The Parties hereby agree not to disclose the terms and conditions hereto, as well as the technical documentation, the operation rules, and all information of any nature whatsoever associated with this Agreement (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. 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. City of Fort Worth SafranHE USA Agreement N° 21.102.SBH r CoFWx SHEUSA Page 26 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES No disclosure, publicity nor public announcement in relation to the content of this Agreement shall be made without the prior written agreement of the other Party. 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 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. IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date set forth below. Safran Helicopter Engines USA, Inc Name: Date: Signature: City of Fort Worth SafranHE USA Agreement N° 21.102.SBH City of Fort Worth Name: Jesus J. Chapa Date: Dec 1, 2021 Signature: -T—:C( W_ Jesus J. Chapa ec 112021 13:52 CST) l CoFWJc SHEUSA Page 27 of 50 ai U N N U z LL N H m N O N Q U) D W S N N O N O N O I� t S D m � o �� UQ .. O c z O U N C M O- O c 0OUu1 N O W N LL a 09� O F W O o O U :3 c m W Z_ O N Z W W W W U W } d U O 0 F Q Q � M z O Z Q = O O Cl) z z ° O (n � U W a d O F Z M O U Z c v� v LO z_ O w W z a w w co 2 w w Q c O Y w F LL Q w Z N Q w a �J LLU)LL U= U i■ T r N U) Z �Z LL 2 E o � � Yw Uco< O LO O 00 N N O - SAFRAN C2 - Restricted 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 2R DESCRIPTION A.T.A CODE Module 01 assy- Reduction gear module 72-00-00-01-200 Module 02 assy - Gas generator module 72-00-00-01-250 Adjusted Pump and Metering Valve Assembly (HMU) 73-23-00-01-010 HP Pump 73-23-23-01-010 City of Fort Worth SafranHE USA Agreement N° 21.102.SBH Page 29 of 50 �L CoFW_ SHEUSA C2 - Restricted SAFRAN HELICOPTER ENGINES City of Fort Worth SafranHE USA Agreement N° 21.102.SBH APPENDIX C - N/A Page 30 of 50 -fL CoFW3c SHEUSA r>= C2 - Restricted 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 Centeror 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 Article5. City of Fort Worth SafranHE USA Agreement N° 21.102.SBH _f, CoFW x SHEUSA Page 31 of 50 SSA F R A N C2 -Restricted HELICOPTER ENGINES APPENDIX E - HOURLY AND CYCLE RATE APPLICABLE TO THIS AGREEMENT The hourly rate applicable in year 2021 at 2021 economic conditions, is set at $171.90 USD (One hundred and seventy one dollars and ninety cents), VAT not included, per Operating Hour. The Cycle rate applicable in year 2021 at 2021 economic conditions, is set at $5.80 USD (Five dollars and eighty cents), VAT not included, per Operating Cycle. Pursuant to article 11 of the Agreement, the above rate(s) shall be escalated as follow: - Capped Escalation formula: P n P n-1 x (1+Rn%) Pn = Applicable price for yearn 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. Sw"rev" PsdG2 NITI (Tikane) AIuB "revV Ail"revl" Kn = 0,70 n 2 + 0,10 n + 0,05 n 2 + 0,10 n 2 + 0,05 Sw"rev" n-3 n-3 n-3 n-3 PsdG2 NITI (Tikane) AIuB "revV Ail"revl" �- Sw"rev" 1565183 httas://www.insee.fr/fr/statistiaues/serie/001565183 PsdG2 ' httas://www.ixarm.com NITI (Titane) httas://www.ixarm.com AIuB "rev1" 1653400 httas://www.insee.fr/fr/statistiaues/serie/001653400 Ai2"rev1" 1653190 httas://www.insee.fr/fr/statistiaues/serie/001653190 J Application of minimum/maximum levels as follows: City of Fort Worth SafranHE USA Agreement N° 21.102.SBH Kn (%) Rn (%) K < 3 3 3 < K < 5 Kn K > 5 5 Page 32 of 50 CoFW x SHEUSA n-3 SAFRAN C2 - Restricted HELICOPTER ENGINES City of Fort Worth SafranHE USA Agreement N° 21.102.SBH Co FW 3c SHEUSA Page 33 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES APPENDIX F - BUY -IN - BUY OUT 1- BUY -IN The Buy -In Fee is set at $21,656.69 USD (Twenty one thousand six hundred and fifty dollars and sixty nine cents). This amount corresponds to the hours and Cycles already consumed at January, 05th of 2021. Buy -In rate - Mod & ace (catalogue) BUY -IN FEE SPLIT 133.74 USD /Flight hour Module weight 90.17% Accessories weight 9.8% Ratio Buy -In Fee/ hourly rate (catalogue) 79.99% Modules and accessories Weight Engine Variant ARRIUS 2R 28% Module1 Module2 72% HMU 100% The Buy -In Fee shall be paid cash, according to the corresponding invoice. 2- BUY OUT TERMS & CONDITIONS In case of expiry or termination of the Agreement and in accordance with Article 14.3, City may be granted a buy-out (credit note). The buy-out (credit note) amount shall be calculated adding: For each module: • the *buy-out reference rate multiplied by the number of hours consumed since last Overhaul or where the Equipment has not yet been subject to Overhaul, since first date of entry into operation and using the **Weighting Methodology. For each Life Limited Part: • the catalogue price of the new Life Limited Part multiplied by the number of Cycles consumed divided by the life limit of the part. Depending on the termination reason or if expiry, the rate and price of Life Limited Part so defined shall be then decreased by the below percentage in order to define the buy-out reference rate: - 10% in case of accident whose direct consequence is the hull and/or the Engines become non repairable, in case of sale of a covered engine and purchase of another engine under Safran Helicopter Engines SBH contract, - 10% in case of contract expiry and in case of termination and immediate signature of another type of support contract with Safran Helicopter Engines, - 30% in case of any other Agreement termination. Definitions: City of Fort Worth SafranHE USA Agreement N° 21.102.SBH _J'L_ CoFW3c SHEUSA Page 34 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES * The buy-out reference rate shall be defined using the ratio of 79.99% agreed and used at Agreement signature to determine the Buy -in reference rate (see here above Buy -in calculation) and by applying this ratio of 79.99% to the SBH rate in force at the date of expiry or termination. ** Weighting Methodology consists in giving a financial weight to each module as per above table as also used for Buy - in calculation 3- BUY -IN DETAILS The total Buy -in Fee is detailed by Engine as follows: S/N Consumed life Buy -In (catalogue) ENGINE 1: ARRIUS 2 R 54092 Module 1 188 $5,077.79 Module 2 188 $13,057.18 HMU 188 $1,970.97 TOTAL MODULES AND ACCESSORIES $20,105.94 Centrifugal compressor 205 $355.18 HP Disc 205 $330.20 PT Disc 385 $865.37 TOTAL LLP $1,550.75 City of Fort Worth SafranHE USA Agreement N° 21.102.SBH $21,656.69 r CoFWx SHEUSA Page 35 of 50 SAFRAN C2 - Restricted HELICOPTER ENGINES City of Fort Worth SafranHE USA Agreement N° 21.102.SBH APPENDIX G - N/A Page 36 of 50 _:�Q_ CoFW3c SHEUSA C2 - Restricted SAFRAN HELICOPTER ENGINES APPENDIX H - CERTIFICATE OF TITLE TRANSFER I. TRANSACTION TYPE: SBH Standard Exchange On behalf of City, I, on this: day of 120 , 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 Part Serial # TSN CSN Sales Order # Purchase Order I further confirm that the following Equipment has been returned to SafranHE USA, and that right, title and interest to the Equipment has been passed to SafranHE USA under the terms and conditions of the SBH Agreement between the Parties or under the Terms and Conditions of SafranHE USA Spare Parts Price Catalog. 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: Equipment returned to SafranHE USA, shall undergo an inspection to ensure that Equipment has been operated in accordance with the manufacture's specifications and has not suffered damage due to poor maintenance, erosion, corrosion, overheating, surging or from the ingestion of foreign object(s), or from an accident or incorrect storage protection, or from the use of maximum contingency rating beyond the maximum limitation. In the event SafranHE USA discovers any of the aforementioned an additional invoice shall be issued to cover the cost of repair or replacement of such damaged returned equipment. SafranHE USA reserves the right to reject any returned equipment that has been subjected to any of the aforementioned conditions. IV.BILL OF SALE THE STATE OF TEXAS COUNTY OF TARRANT City of Fort Worth SafranHE USA Agreement N° 21.102.SBH KNOW ALL MEN BY THESE PRESENTS: CoFW x SHEUSA Page 37 of 50 SSA F R A N C2 -Restricted HELICOPTER ENGINES That the undersigned SafranHE USA, for and in consideration of the transfer this day by City to SafranHE USA of certain property, and other goods and valuable consideration, the full receipt and sufficiency of which are hereby acknowledged and confessed, does hereby BARGAIN, SELL, AND DELIVER unto the City, its successors and assigns all of the property described in Section II, and City does hereby BARGAIN, SELL, AND DELIVER unto SafranHE USA, its successors and assigns all of the property described in Sections III, TO HAVE AND TO HOLD the property, together with all and singular rights and appurtenances thereunto in anywise belonging unto the delivering party, its successors and assigns. (Initial) City hereby certifies that: (i) City is the owner of the property; (ii) the property described is free of any liens or encumbrances; and (iii) while the property remains subject to this transfer no liens or encumbrances shall arise. City further certifies that the status of any property subject to a lien or encumbrance has been properly updated to reflect the release of the lien or encumbrance in any domestic or international registry system. Specified Equipment in Section III shall be complete, including updated logbook or log cards, in packaging which conforms to the manufacturer's specification for long distance freight, to SafranHE USA using one of the following shipment options: (1) The City shall ship at its own risk and expense Specified Equipment to SafranHE USA; or (2) The City has the option of using the SafranHE USA pick-up service and be invoiced per the applicable charges according to the pick-up service price list; providing necessary information to arrange the pick-up. Specified Equipment must be packaged as outlined herein above, including carrier documentation for transportation purpose and any form transmitted by SafranHE USA when applicable and made available to the freight service for pick-up (FCA conditions 2010 incoterms at City's facility). If signer is not the owner of the property, but is an agent -in -fact on behalf of the City ("Agent"), Agent certifies and warrants that: (i) it has the authorization to sign on behalf of City (ii) it has the authority to transfer ownership of the property on behalf of the City and (iii) it shall indemnify and hold SafranHE USA harmless against any damage or loss suffered because of a breach of this Bill of Sale to the Certificate of Title Transfer.(Initial) Specified Equipment in Section III must be shipped to SafranHE USA or available to the freight service for pick- up along with logbook or log cards within ten (10) days from receipt of shipment or as per terms of current contract. Beyond this time limit, City or "Agent" shall pay a daily fee of $300.00 per day for Engine/Modules and $100.00 per day for HMU/FCU in addition to the applicable exchange price determined at the point of sale. Failure to return a core asset after forty-five (45) days will result in a complete cancellation of the exchange agreement and the City will be invoiced the full catalog price plus late penalties of the asset. City AUTHORIZATION: Name: Jesus J. Chapa Title: Deputy City Manager Date: Dec 1, 2021 Signature: -"�[ Jesus J. Chapa ec 1, 2021 13:52 CST) City of Fort Worth SafranHE USA Agreement N° 21.102.SBH SafranHE USA AUTHORIZATION: Name: Title: Date: Signature: CoFW_ SHEUSA Page 38 of 50 w Z 0 Z w oc w F- a O u I w x z o =� N CO N O � co �� LL o �ty- o N Q �U0a V! O O U ~ N C TM `e co Q- O c 000w �111111■ ��III�1 W z z w �^I w oD W Q U= aU) � x x O z m O Z W Zw � Z O Z LL O z r Z Q � � O H U Z x ~ � — W O w � � m p W W L m Z W = a 0 M W W w } J Z_ O O z O W ~ W LL 0 = II O w a coo w W O w N w L J a U LL x m 0QN p H Z O�z W O ow c m E Z x OU H H 0U)< 0 LO O O) co N m U O cV U z Q N Co N O U) O — =a Q � O O U ~ = N N C O1 1 isfl-oc 0OUu1 �m��n��■gym mm��n��■gym elll�l,ll�l'�III �m��n��■gym mIIl1I1IIIlI1lll mm��n��■gym mm��n��■gym mm��n��■gym mm��n��■gym mm��n��■gym em��n��■gym �111�1�11�1■�111 �J LLCO oD U= U O LO O O N O N m cV U z Q=D� ix CON LL O O N U z Q O U ~ 1 c fl- O c 0Uw ��n�m�n■�� n�m�n■�� I�II�III�II'�I� ��n�m�n■�� I'II'IIIIIIIII' ��n�m�n■�� n�m�n■�� n�m�n■�� n�m�n■�� n�m�n■�� n�m�n■�� 1�11�111�11■�1� hj LLCO oD U= U i■ T t r N co Z �Dw Li W 2 E y� U co Q 0 LO 0 a� C2 - Restricted SAFRAN HELICOPTER ENGINES APPENDIX K - EQUIPMENT REMOVAL REPORT Date: January, 07th of 2021 Operator: City Contract No: 21.102.SBH Engine Type: ARRIUS 2R AIRCRAFT ENGINE TYPE SIN TYPE SIN TSNITSO CSN REMOVED EQUIPMENT DATE OF REMOVAL: VARIANTS PIN SIN TSNITSO CSN ENGINE MODULE 1 MODULE 2 MODULE 3 MODULE 4 MODULE 5 COMPONENT DESIGNATION SYMPTOMS POSSIBLE CAUSE OF EVENT FIELD REP RECOMMENDATIONS REPLACEMENT EQUIPMENT FITTED (IF SPARES) City of Fort Worth SafranHE USA Agreement N° 21.102.SBH CoFW_ SHEUSA Page 42 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES APPENDIX L - LEASE AGREEMENT This lease agreement (hereinafter referred to as "the Lease Agreement') is entered into this ************ 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 City ("LESSEE") A company incorporated under the Laws of United States of America with registration number XXXX and whose registered office is at XXXX, XXXX „XXXX, United States of America and represented by XXXX acting as XXXX. Hereinafter collectively referred to as "the Parties". City of Fort Worth SafranHE USA Agreement N° 21.102.SBH �L_ CoFW3c SHEUSA Page 43 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES 1. PURPOSE AND SCOPE. Pursuant to the SBH Agreement, Reference No. C-SBH-SafranHEUSA-2021-BT-2, signed between the Parties on the January, 07th 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 beairworthy. 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. SafranHE USA may require the Lessee to present a deposit prior to Leased Equipment being delivered under this Lease. In the event a deposit is required the following conditions shall apply: 1. Deposit amount shall be determined by SafranHE USA prior to execution of the Lease Equipment Form. 2. Deposit shall remain in a non -interest bearing accountwith SafranHE USA until such time as the Leased Equipment has been returned in accordance with the Section 6below. 3. Provided the Lessee has complied with all obligations under Section 8, the deposit shall be returned to the Lessee by SafranHE USA. 4. OPERATION OF EQUIPMENT a. 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. b. 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. C. Lessee shall permit only licensed operators to fly the Aircraft fitted with Leased Equipment. d. 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. e. 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. City of Fort Worth SafranHE USA Agreement N° 21.102.SBH CoFW 'c SHEUSA Page 44 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES 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. 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 SafranHE USA unrestricted access to the Leased Equipment. 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 underAOG. 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. City of Fort Worth SafranHE USA Agreement N° 21.102.SBH CoFW x SHEUSA Page 45 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES 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 theAgreement. 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 USAas 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 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. Lessee shall be fully responsible for, shall indemnify and shall waive all rights of recourse against 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. 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 City of Fort Worth SafranHE USA Agreement N° 21.102.SBH r CoFW3c SHEUSA Page 46 of 50 r>= C2 - Restricted SAFRAN HELICOPTER ENGINES 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. All insurance policies referred to in this article shall contain the indemnity, hold harmless and waiver of subrogation provisions contained under article 9 in favor of SAFRAN HELICOPTER ENGINES, its officers, directors, employees and insurers. Lessee shall supply SafranHE USA with certificates of insurance evidencing that such waiver, 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 oroverhauled. 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 Courts of Tarrant County, Texas, USA. For SafranHE USA For City: Name: Name: Jesus J. Chapa Title: Title: Deputy City Manager Signature: Signature: Jesus J. Chapa ec 17 2021 13:52 CST) City of Fort Worth CoFW?C SafranHE USA SHEUSA Agreement N° 21.102.SBH Page 47 of 50 C2 - Restricted SAFRAN HELICOPTER ENGINES APPENDIX 1 SafranHE USA Leased Equipment Form 1. Pursuant to the Lease Agreement under the SBH Agreement no. C-SBH-SafranHEUSA-2021-BT-2 signed between the Lessee and SafranHE USA, towhich 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: Lesse Property: Engine/Module Type: xxx Engine/Module Type: xxx Serial Number: xxx Serial Number: xxx TSN/TSO: xxx TSN/TSO: xxx CSN/CSO: xxx Reason for Removal: xxx (Note*: please state if ECU is included or not) Both Parties understand and agree that the above information is true and accurate and shall only be altered or modified in writing by signing a new Leased Equipment Form. 2. In accordance with Section 3 of the Lease Agreement, SafranHE USA requires Lessee to present a deposit prior to shipment of Leased Equipment. All information pertaining to the deposit shall be recorded below. Deposit amount required: xxx For SafranHE USA For LESSE Name: Name: Title: Title: Signature: Signature: City of Fort Worth SafranHE USA Agreement N° 21.102.SBH CoFW_z SHEUSA Page 48 of 50 SAFRAN C2 - Restricted 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. No: Fax No: Email: Helicopter type: Registration No: Equipment type: PIN: SIN: 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 last 3 powers checks) Nota Bene: Please 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 Channel: 1 - Check Combined Regulation Mode and Emergency Mode (Flight Manual) 2 - Inspection and test of leakage ARRIEL 2 HMU - Double Channel: 1 - Check of Manual Mode (Flight Manual) 2 - Functional test with channel 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 City of Fort Worth SafranHE USA Agreement N° 21.102.SBH CoFW_ SHEUSA Page 49 of 50 C2 - Restricted 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 City of Fort Worth SafranHE USA Agreement N° 21.102.SBH Page 50 of 50 -j',_ CoFW3c SHEUSA