HomeMy WebLinkAboutContract 29373 CITY SECRETARY�3 r7
Bell Helicopter CONTRACT tv�n.
A Subsidiary of Textron Inc
TRADE-IN AGREEMENT
This Agreement is made the 9th day of December 2003, by and between Bell Helicopter Textron Inc., a Delaware
Corporation, whose business address is P.O. Box 482, Fort Worth, Texas, 76101 (hereinafter referred to as "Bell")
and the City of Ft-Worth, whose business address is 1000 Throckmorton Street, Forth Worth, Texas, 76102
(hereinafter referred to as "Purchaser"). This Agreement is made in connection with a Purchase Agreement, dated
4 December, 2003_, between Bell and Purchaser (hereinafter referred to as the "Purchase Agreement") for the sale
by Bell to Purchaser of an aircraft and related equipment and services described therein (hereinafter collectively
referred to as the "Purchase Aircraft"). As a condition of the Purchase Agreement, Bell has agreed to accept in trade
from Purchaser the aircraft, spare parts, tools, and equipment herein described (hereinafter collectively referred to as
"Trade-In Aircraft") and to credit the purchase price of the Purchase Aircraft with the adjusted value of the Trade-In
Aircraft as provided in paragraph 2 of this Agreement. Subject to the terms, covenants and conditions hereinafter
provided, Bell and Purchaser agree to the following:
1. TRADE-IN AIRCRAFT
The Trade-In Aircraft is specifically described as follows:
Model Mfg. Serial No. Registration No. Engine Serial No.(s)
206B 3940 N206FW not available
The spare parts, tools, and other equipment to be delivered to Bell along with the aircraft described above are more
specifically described in Exhibit A attached hereto. In connection with this Agreement, the parties shall complete
one or more written descriptions (hereinafter collectively referred to as the "Trade-In Report")of the Trade-In
Aircraft, setting forth its physical condition, configuration, all historical service records (including information
related to conditional inspection events such as over-torque, engine hot starts, and sudden stoppage), and other
related miscellaneous equipment such as operating manuals, tie-down assemblies, and ground handling wheels to be
delivered with the Trade-In Aircraft. At Bell's option,the Trade-In Aircraft may be inspected and the Trade-In
Report, as it may be subsequently supplemented or revised, shall be deemed to be incorporated into and made a part
of this Agreement for all purposes.
2. TRADE-IN VALUE
It is hereby agreed that the value of the Trade-In Aircraft at the time of delivery to Bell shall be (U.S.) $
152,000, which shall be reduced by (U.S.) $ 140 per hour for each flight hour that the total flight hours at
the time of delivery of the Trade-In Aircraft to Bell exceed 24,814 hours. The value shall be further subject to
reduction if the physical condition or configuration of the Trade-In Aircraft differs or has been changed from
that described in the Trade-In Report, as that report describes the Trade-In Aircraft at the time the trade-in
value is determined. Such reductions shall not be made for differences or changes resulting from normal wear
and tear, but shall be made for differences exceeding normal wear and tear and/or for changes to installed
components or accessories, if, in Bell's sole opinion, such differences or changes have resulted in a reduction
of the fair market value of the Trade-In Aircraft. The trade-in value shall be further reduced by a mutually
agreed amount representing the value of the spare parts, tools and other equipment described in Exhibit A
attached hereto that have been used or consumed by Purchaser during the period following the time at which
the trade-in value is determined and prior to delivery of the Trade-In Aircraft to Bell.
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3. DELIVERY AND ACCEPTANCE OF TRADE-IN AIRCRAFT
Purchaser shall deliver the Trade-In Aircraft to Bell, at a location to be designated by Bell, no later than two
(2) days prior to delivery of the Purchased Aircraft to Purchaser. At the time of delivery of the Trade-In
Aircraft, Purchaser shall also deliver to Bell the records and equipment described in the Trade-In Report along
with a bill of sale and any other documents required to transfer title to the Trade-In Aircraft to Bell free and
clear of all liens, privileges, encumbrances, charges, and rights of others. As a condition of its acceptance of
the Trade-In Aircraft, at the time of delivery thereof, Bell may conduct a flight test and inspection.
4. CONDITION OF TRADE-IN AIRCRAFT AT TIME OF DELIVERY
The Trade-In Aircraft shall be flight delivered to Bell with a United States or Canadian registration number
and in airworthy condition, as determined by the FAA/DOT and with all of the following:
a. A certificate of annual airworthiness inspection and at Bell's option, an export certificate of
airworthiness which shall have been performed by Bell-Used Helicopter Marketing approved Customer
Service Facility, qualified to service aircraft of the same model as the Trade-In Aircraft, within thirty
(30) days prior to delivery of the Trade-In Aircraft;
b. Engine(s) that meet or exceed the minimum power assurances check as specified by the
engine manufacturer, and in accordance with the Airframe Manufacturer's Flight Manual;
C. Complete, accurate, and continuous validated log books and historical service records for
engine and airframe components, in the English language. All historical records must indicate the correct
component part number installed per appropriate maintenance manual for the
aircraft serial number being traded;
d. All miscellaneous equipment as described in the Trade-In Report in operating condition
satisfactory to Bell, including but not limited to main rotor tie downs, intake and exhaust covers, pitot
tube cover, ground handling wheels, service manuals, etc;
e. Proof of compliance with all manufacturers'Alert Service Bulletins or similar safety notices
and FAA/DOT Airworthiness Directives or requirements of equivalent airworthiness authorities, except
as otherwise noted in the Trade-In Report;
f Window glass in good condition with no holes, cracks, scratches or patches, except as
otherwise noted in the Trade-In'Report;
g. All corrosion removed and/or repaired to Bell's reasonable satisfaction, except as otherwise
noted in the Trade-In Report;
h. All other body or structural damage, including minor dents, removed and/or repaired,
except as noted in the Trade-In Report;
i. A record of any component that has been overhauled showing the last overhaul with such
information attached to that component's historical card;
j. Any repairs to an airframe exceeding limits given in the applicable helicopter maintenance
manual shall be covered by an FAA Form 337 or equivalent or compliant with information provided by
the airframe manufacturer. Any repairs to an airframe which could affect the airworthiness condition of
the trade-in aircraft will be inspected for approval by Bell or its representatives before delivery; and
k. A written description of any and all damage history, including hard landings, sudden
stoppage, engine over torque or over temp.
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5. WARRANTY OF PURCHASER
By delivery of the Trade-In Aircraft to Bell, Purchaser warrants that the Trade-In Aircraft is in the condition
and configuration described in the Trade-In Report, as that report describes the Trade-In Aircraft at the time
the trade-in value provided for in paragraph 2 hereinabove was determined, and that the Trade-In Aircraft has
no damage or service history that is not fully disclosed to Bell by Purchaser and described in the records
referenced in the Trade-In Report.
6. EFFECTIVENESS OF AGREEMENT
This Agreement shall become effective only upon the full acceptance and execution hereof and of the
Purchase Agreement by Bell. If the Purchase Agreement is terminated before the parties have fully performed
their obligations thereunder, then this Agreement shall terminate automatically. Neither party shall be liable
to the other for any damages or losses resulting from the termination of this Agreement.
7. ASSIGNMENT
Purchaser shall not assign or transfer any of its rights or obligations hereunder without the prior written
consent of Bell. Bell may assign this Agreement, in whole or in part, to Textron Inc., its divisions and
subsidiaries, or to any entity controlling, controlled by or under common control with Bell or to any successor
to all or substantially all of the business or assets of Bell.
8. TAXES
Purchaser agrees to pay all taxes (including property, sales, stamp, or ad valorem taxes), duties, fees or any
charges or additions thereto, which are levied, assessed or required by law to be paid upon the transfer of the
Trade-In Aircraft from Purchaser to Bell.
9. CHOICE OF LAW AND JURISDICTION
This Agreement shall be interpreted under and governed by the laws of the State of Texas, USA. In the event
of any dispute or claim arising out of this Agreement, the parties hereby agree that any lawsuit or other legal
action shall be filed in the courts of general jurisdiction in the County of Tarrant, State of Texas, USA, or in
the U.S. District Court,Northern District,Fort Worth Division,Texas,USA.
10. ENTIRE AGREEMENT
Except for the Purchase Agreement, this Agreement represents the entire agreement between the parties. The
parties hereby renounce any reliance on representations made prior to the execution of this Agreement. No
modification or amendment of this Agreement shall be effective unless in writing and signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
BELL HELICOPTER TEXTRON
A Delaware Corporation City of Fo Wo
By: BY:
Title: N"4;ER FiN ANCX QMi' jt%Witle: Assist City Manager
Witness: Witnes A
~•---- ATMSTED BY
Contract authorization 3
Date
BELL HELICOPTER TEXTRON CANADA LTD PURCHASE AGREEMENT
12,800 Rue de L'Avenir (New Helicopters)
Mirabel,Quebec,Canada J7J 1 R4
Facsimile (450)971-6039
Attn: Director, Contract Administration
The parties to this Agreement are BELL HELICOPTER TEXTRON CANADA LTD, having its offices in Mirabel, Quebec, Canada,
(hereinafter "Seller")and:
Customer Name: Cityof Fort Wo t (/ud N,Xd,) 'a-4—T—
DATE:
Address: 1 `4'`t'rA k�' �,sr
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Contact: Jay Paschke CONTRACT NO.
Telephone No. 817-871-8310
Facsimile No. 817-871-8419 IL'/ 3
(hereinafter "Purchaser")
In consideration of the following premises and mutual agreements,the parties agree as follows:
ARTICLE 1
DESCRIPTION AND PRICING
Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the equipment (hereinafter "Equipment") in the
quantities and at the agreed unit and total prices, all as set forth on Appendix 1.
ARTICLE 2
CONFIGURATION
1. Selection: The Equipment will be manufactured in accordance with Seller's current production configuration for the selected
model. The Purchaser's specified configuration, including installed accessories and customization, is specified on Appendix 1.
2. Changes:
a. Purchaser Requested Changes - Configuration changes to the Equipment requested by Purchaser after this Agreement is
executed by Purchaser, shall be specified on Appendix 2. All Purchaser-requested configuration changes are subject to an
adjustment to the total purchase price of the Equipment, required payments and of the Acceptance Month as defined in
Article 4 below.
b. Mandated Changes - Configuration changes may be made at any time by Seller to conform to regulations of the US or J/
Canadian civil aviation authorities or Seller's current manufacturing or engineering requirements without the consent of
Purchaser so long as such revisions do not result in a reduction of the performance or limitations as stated in the current r
Flight Manual of the Equipment as published by Seller. �lJ
ry
ARTICLE 3
PRICE AND PAYMENT
76 2,3w '
1. Purchaser shall pay Seller the total purchase price for the Equipment as specified in Appendix 1, in the amount of$ $914-340
U.S. Dollars by certified or bank check delivered to Seller's facility in Mirabel, Canada, or by bank transfer to Seller's account at
Chase Manhattan Bank,ABA#02-10-000-21,4 New York Plaza, 15`h Floor,New York,New York 10004,for the account of Bell
Helicopter Textron Canada Ltd., Account Number 910-2-638682or such other bank account as the Seller may specify to
Purchaser in writing:
a. Deposit: Upon signature by Purchaser of this Agreement, Purchaser shall pay to Seller a non-refundable Deposit in the
amount of $ $0, full pavement is required upon acceptance of aircraft from Bell Helicopter,Textron, or for light
helicopters, fifteen percent(15%) of the total purchase price set forth above;for medium helicopters twenty,percent(20%) of
the total purchase price set forth above.
b. Balance of Payment: Purchaser shall pay to Seller the balance payment of the total purchase price of the Equipment at the
time of Acceptance of the Equipment pursuant to Article 4 and prior to shipment of the Equipment from Seller's facility.
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The following payment methods may be used by Purchaser to comply with the aforementioned Payments:
CERTIFIED CHECK,BANK TRANSFER: paid to Seller's account as specified in Paragraph 1 above.
❑ IRREVOCABLE LETTER OF CREDIT: issued within thirty (30) calendar days following the date Purchaser executes
this Agreement, confirmed by a United States bank and payable in United States Dollars, to be effective at least two (2)
months before the Acceptance Month specified in Article 4 and to continue effective for a minimum of one (1) month
thereafter. Said letter of credit shall be subject to the approval of Seller and interpreted under the Uniform Customs and
Practice for Documentary Credits published by the International Chamber of Commerce. Additional restrictions or delivery
terms not contained herein shall not be included in the letter of credit. All related bank charges shall be for the account of
Purchaser. Payment to Seller under the letter of credit shall be made upon presentation to the bank of the following
documents: a) Four (4) signed copies of Seller's commercial invoices; and b) A copy of an executed Certificate of
Acceptance or Certificate of Acceptance with Waiver of Inspection; or c) In the case of shipment by ocean or air freight, a
copy of an ocean/airway bill of lading evidencing shipment via commercial carrier.
❑ FINANCING: No later than ten (10) calendar days after Purchaser executes this Agreement, Purchaser shall provide to
Seller Purchaser's financial statements for the past three years. If the Purchaser is an individual, Purchaser shall provide
Purchaser's balance sheet and tax returns for the past three years in lieu of financial statements. Upon receipt of such
documentation, Seller or a third party creditor referred through Seller,shall in their sole discretion, approve or disapprove of
Purchaser for financing. As a condition precedent to approving Purchaser for financing, Seller or the third party creditor
referred through Seller may require such terms and conditions that will guaranty their rights as a secured creditor.
Disapproval of Purchaser for financing for any reason whatsoever shall not be construed as a default by Seller or the third
party creditor referred through Seller. Within ten (10) calendar days after Purchaser is approved for financing, Seller shall
inform Purchaser of any delays to the Acceptance Month set forth in Article 4 below. The balance of the total purchase price
of the Equipment, financed by or through the Seller, shall be paid to Seller at the time of Acceptance of the Equipment
pursuant to Article 4 and prior to shipment.
ARTICLE 4
ACCEPTANCE
The Equipment shall be accepted by Purchaser in the month of Dfee lbet("Acceptance Month") at Seller's designated facility in:
® Fort Worth,Texas U.S.A., or ❑ Mirabel, Canada, as specified by Seller, or ❑ as otherwise agreed by the parties. At least fifteen
(15)calendar days prior to the date when the Equipment is ready for inspection, Seller shall give Purchaser written notice of the date
when the Equipment will be available for inspection (hereinafter "Inspection Date"). No later than ten (10) calendar days following
the Inspection Date, an authorized and qualified representative of Purchaser shall (i) inspect and flight test the Equipment at Seller's
facility and, if the Equipment is in compliance with the terms of this Agreement, execute Seller's Certificate of Acceptance for the
Equipment or(ii) execute and transmit by fax a Certificate of Acceptance with Waiver of Inspection for the Equipment. In the event
the Equipment is not in compliance with this Agreement, Purchaser shall specify to Seller in writing any deficiencies with the
Equipment. Following cure of such deficiencies,the parties shall continue the acceptance procedures.
Execution of the Certificate of Acceptance or Certificate of Acceptance with Waiver of Inspection, as appropriate, shall constitute
acceptance("Acceptance") of the Equipment by Purchaser. If Purchaser fails to complete either (i) or (ii) above within the ten (10)
calendar day period specified above for reasons not attributable to Seller, Seller shall have the option to (a) terminate this Agreement
and retain all payments previously made by Purchaser as liquidated damages but not as a penalty, or (b) execute the Certificate of
Acceptance on behalf of Purchaser which shall constitute Acceptance of the Equipment by Purchaser at which time the balance of the
total purchase price shall become due and payable. If the Equipment is Accepted by Seller on behalf of Purchaser as contemplated
above, Seller shall be entitled to ship the Equipment to Purchaser in the manner specified below. Acceptance of the Equipment shall
constitute Purchaser's agreement that the Equipment conforms to the specified configuration, and the requirements of this Agreement.
The date the Certificate of Acceptance or Certificate of Acceptance with Waiver of Inspection is executed by Purchaser, or by Seller
on behalf of Purchaser as provided herein,shall be deemed to be the"Acceptance Date."
ARTICLE 5
RISK OF LOSS AND TRANSFER OF TITLE
Upon receipt by Seller of the signed Certificate of Acceptance or Certificate of Acceptance with Waiver of Inspection, as appropriate,
risk of loss of the Equipment shall pass to Purchaser. Upon receipt of the full purchase price of the Equipment, Seller shall transfer
title to the Equipment to Purchaser free and clear of any and all liens, privileges, encumbrances, charges and rights of others. In the
case of financed transactions,upon the execution of the required financing documentation an _e_ for—in such financing
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documentation, Seller shall transfer title to the Equipment to Purchaser free and clear of any and all liens, privileges, encumbrances,
charges and rights of others.
ARTICLE 6
DELIVERY LOCATION AND SHIPMENT
Unless Purchaser notifies Seller in writing that Purchaser will pick up the Equipment at Seller's designated facility as specified in
Article 4 above, Seller may ship the Equipment to the delivery location specified by Purchaser, Ex Works (INCOTERMS 2000)
Seller's facility, Fort Worth, Texas, or Mirabel Canada, as appropriate, by Air Freight, Ocean Freight, or other methods. Purchaser
shall be responsible for all freight and ferry charges, disassembly, crating, reassembly and insurance as applicable unless otherwise
specified in Appendix 1.-Seller reserves the right to assess additional charges for Equipment storage if the Equipment is not removed
from Seller's premises within thirty(30)calendar days following the Acceptance Date of the Equipment.
ARTICLE 7
TRAINING
Training shall be provided by Seller to Purchaser in accordance with Appendix 1 herewith and must be used within one (1)year from
the Acceptance Date. Such training shall be conducted at Bell's Customer Training Academy in Fort Worth,Texas. Purchaser shall
be responsible for all expenses including without limitation, travel, lodging, and meals, incurred by Purchaser's representatives
receiving training. Training shall be conducted in the Purchaser's Equipment after Acceptance of the Equipment. Use of a Seller
owned helicopter for training shall be charged to Purchaser at Seller's published rates (Seller is not able to offer training for the 430
and 412 in a Seller owned helicopter).
ARTICLE 8
EVENTS OF DEFAULT AND TERMINATION
Except as set forth in Article 12 below, in the event that(i) this Agreement is breached, canceled or terminated by Purchaser for any
cause whatsoever, or(ii)Purchaser fails to pay the deposits,down payment or balance due on the Equipment,or any other charges for
which it is responsible under this Agreement when due, then Seller shall have the right to terminate this Agreement and retain all
payments previously made by Purchaser as liquidated damages but not as a penalty.
ARTICLE 9
WARRANTY AND REMEDY
Purchaser hereby elects one of the following Warranty Options y checking the appropriate box below.
❑ Two Years/1000 Hours Non-Prorated hichever occurs first.
❑ Two Years/2000 Hours Prorated,w chever occurs first. 5ee Q C n (y4 f �(
❑ Three Years/500 Hours Non-Pro ted,whichever occurs first. ��
Seller warrants each new helicopter to be free from defects in material or workmanship under normal use and service. Seller's
obligation under this warranty is limited to replacement or repair of parts which are determined to Seller's reasonable satisfaction to
have been defective within the period of the warranty option selected above.
Note: Parts, components and assemblies of all new helicopters may have been restored or reworked due to mars, blemishes, dents or
other irregularities during the manufacturing process. Such restoration and/or rework is permitted under Seller's approved
manufacturing and engineering processes and guidelines. The restoration and/or rework so completed does not render such items
defective in material or workmanship.
THIS WARRANTY IS GIVEN AND ACCEPTED IN PLACE OF (i) ALL OTHER WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND (ii) ANY OBLIGATION, LIABILITY,
RIGHT, CLAIM OR REMEDY IN CONTRACT OR IN DELICT/TORT, INCLUDING PRODUCT LIABILITIES BASED
UPON STRICT LIABILITY,NEGLIGENCE,OR IMPLIED WARRANTY IN LAW.
This warranty is the only warranty made by Seller. The Purchaser's sole remedy for a breach of this warranty or any defect in a part is
the repair or replacement of helicopter parts and reimbursement of reasonable freight charges as provided herein. Seller excludes
liability, whether as a result of a breach of contract or warranty, negligence or strict product liability, for incidental or consequential
damages, including without limitation damage to the helicopter or other property, costs and expenses resulting from required changes
or modifications to helicopter components and assemblies, changes in retirement lives and overhaul periods, local customs fees and
taxes,and costs or expenses for commercial losses or lost profits due to loss of use or ground ndif.gter�s or otherwise.
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Seller makes no warranty and disclaims all liability in contract or in tort (delict), including, without limitation, negligence and strict
tort (delictual) liability with respect to work performed by third parties at Purchaser's request and with respect to engines, engine
accessories, batteries, radios, and avionics except Seller assigns and agrees to administer on Purchaser's behalf each manufacturer's
warranty to the extent such manufacturer's warranty exists and is assignable.
This warranty shall not apply to any helicopter or part thereof which has been repaired or altered outside Seller's factory in any way so
as, in Seller's sole judgment, to affect its stability, safety or reliability, or which has been subject to misuse, negligence or accident.
Repairs and alterations which use or incorporate parts and components other than genuine Bell parts or parts approved by Seller for
direct acquisition from sources other than Seller itself are not warranted by Seller, and this warranty shall be void to the extent that
such repairs and alterations, in Seller's sole judgment, affect the stability, safety or reliability of the helicopter or any part thereof, or
damage genuine Bell or Bell-approved parts. No person, corporation or organization, including Seller's Customer Service Facilities,
is authorized by Seller to assume for it any other liability in connection with the sale of its helicopters and parts.
ARTICLE 10
ASSIGNMENT
No right, title or interest under this Agreement or portion thereof may be assigned by Purchaser without the written consent of Seller.
Seller may assign its rights hereunder in its sole discretion for any purpose including without limitation, for financing purposes. In the
event that financing is desired under this Agreement, Purchaser may be required at the request of Seller or a financial institution to
assign its interests herein to the financing bank or entity.
ARTICLE 11
CHOICE OF LAW AND JURISDICTION
This Agreement and any dispute arising under, out of, or related in any way to this Agreement or the legal relationship between Seller
and Purchaser shall be governed and construed exclusively under the laws of the Province of Ontario, Canada, exclusive of conflicts
of laws. Seller and Purchaser hereby agree that any dispute arising under, out of,or related in any way to this Agreement or the legal
relationship between Seller and Purchaser shall be filed only in the Courts of the Province of Ontario, Canada. Seller and Purchaser
hereby agree that the above sets forth the sole and exclusive jurisdiction and venue in which any lawsuit arising under, out of, or
related to this Agreement may be filed.
ARTICLE 12
FORCE MAJEURE
If Seller shall be unable to perform its obligations under this Agreement because of intervention of a Force Majeure event,which term
shall include but not be limited to strikes, lockouts or other labor disturbances, riots, epidemics, war, governmental actions, inactions
or regulations, fire, weather, difficulty in obtaining qualified parts or materials, failure of performance by subcontractors or other
causes beyond its control, Seller shall not be responsible for delays in acceptance, delivery or performance under this Agreement.
Seller shall give reasonable notice to Purchaser upon the occurrence of an event of Force Majeure. If a delay in delivery or
performance extends beyond 180 days from the scheduled Acceptance Month specified in Article 4, either party may terminate this
Agreement,whereupon the sole liability of Seller shall be to return any payments made by Purchaser for Equipment not delivered.
ARTICLE 13
TAXES AND DUTIES
The price of the Equipment does not include any sales,use,personal property,value-added,excise or similar tax or assessments which
may be imposed by any governmental authority upon this sales transaction, the Equipment or the use of the Equipment by Purchaser.
Purchaser agrees to pay and indemnify Seller against such taxes or assessments (including interest or penalties that may arise from
nonpayment), as well as any withholding taxes, customs, duties or other assessments by any governmental authority so that in all
instances Seller receives payment (after any taxes or assessments) equal to the sales price. Purchaser agrees to execute any
documentation necessary to avoid the imposition of or receive exemption from applicable taxes. These provisions shall inure to any
successor or assignee of Purchaser and shall survive until six(6)months after the expiration of any applicable statute of limitations.
ARTICLE 14
RESPONSIBILITY FOR CERTAIN LOSSES
BHTC PA REV 20o:t Page 4
Initials
Contract No.
Bell Helicopter Textron Inc.
Purchase Agreement
New/Used Helicopters
Attachment A
Purchaser agrees that he has received the following information from Seller:
WIltE STRIKE PROTECTION:
(1) The wire strike protection offered by Seller as recommended equipment may reduce or minimize the severity of injuries and
damage sustained as a result of aircraft contact with above ground cables and/or power lines. Purchaser understands that the wire
strike protection is intended to capture and cut wires within its capture parameters, i.e. within the limits of the cutting masts.
Purchaser understands that the wire strike kit, as installed, will not cut all cables or wires contacted by an aircraft in flight, nor prevent
loss of control as a result of all wire strike incidents. Purchaser acknowle es re p of the fety Brochure pertaining to wire strike
protection. Purchaser has elected not to have wire strike protection insta don a a' craft.
Purcha is sin ture
(2) Purchaser acknowledges receipt of the information set forth in (1), above, and certifies that the aircraft will be equipped with a
Wire Strike Protection System purchased from a different source.
r
Pu>rehaser's signature
(3) This is to certify that the Wire Strike Protection System was recommended by Bell for installation on the helicopter(s) described
herein and that Buyer declined the recommendation and declined to sign either of the above statements acknowledging that Buyer was
offered and refused the Wire Strike Protection System and/or refused to certify the aircraft would be equipped with a Wire Strike
Protection System purchased from another source.
Marketing Representative's signature
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Contract No.
Neither party shall hold the other responsible for loss or damage to its property or injury to or death of its employees, agents, or
representatives at the facilities of the other party in the course of performing this Agreement, except as a result of the other party's
willful misconduct. The foregoing applies, without limitation,to losses caused by mechanical defects, parts failure or accidents.
ARTICLE 15
SEVERABILITY AND WAIVER
If any provision of this Agreement is or becomes null or unenforceable by force of law, the other provisions shall remain valid and
enforceable. Waiver of one provision by either party shall not act as waiver of any other provision.
ARTICLE 16
NOTICES
Any notice to be given under this Agreement shall be delivered by facsimile, courier or by registered or first class mail. All notices
delivered hereunder shall be deemed given on the date they are transmitted or placed in the hands of the post or courier for delivery,as
appropriate. All notices shall be given to the addresses set forth in the first paragraph of this Agreement unless otherwise specified by
the parties in writing.
ARTICLE 17
ENTIRE AGREEMENT
This Agreement, together with the Appendices attached hereto, constitute the entire agreement between the parties with respect to the
subject matter hereof and supersede all prior agreements, representations, negotiations, proposals or discussions between the parties
with respect to the subject matter hereof. No modification or supplement hereto shall be effective unless in writing and signed by both
parties.
ARTICLE 18
HOME OFFICE APPROVAL
This Agreement shall not become effective until it is executed by an authorized representative of Seller at Seller's home office in
Mirabel,Quebec,Canada and receipt by Seller of the Deposit as set forth in Article 3,above.
BELL HELICOPTER TEXTRON CANADA PURCHA R
LTD.
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Contract No �
APPENDIX 1 PURCHASE AGREEMENT
EQUIPMENT TO BE PURCHASED
Item# Qty. Description Unit Price Total Price
1 1 2003 Bell Model 206B, serial number 4575 $ 860,000.00
2 1 High Skid gear with Flitesteps $ 5,600.00
3 1 Rotor Brake $ 16,200.00
4 1 Soundproofing $ 3,100.00
5 1 Dual Controls $ 8,300.00
6 1 Particle Separator $ 8,200.00
7 1 Flight Instruments $ 28,500.00
8 1 Standard blue fabric/vinyl interior $ -
9 1 High Visibility Main Rotor Blades (orange and white) $ -
10 1 205 Cyclic Grip uninstalled $
$ 69,900.00
11 1 Government Agency Discount 10%on installed accessories -$6,990.00
12 1 No exterior paint $8,600.00
13 1 Trade-In aircraft s/n 3940 N206FW 4152,000.00
Notes
Pricing is contingent upon full payment prior to Dec. 15, 2003.
Customer will receive 1 additional year of warranty contingent upon
full payment of$762,310 prior to December 15,2003. This will extend
the total warranty to 3 years/3000 hours prorated,whichever comes
first.
r.
Jon Rudy S UT .,"xg U.
Seller/independent Representative Contact DOL; RS.' 762,310.00
Initials
RCC/CME(Rev.2002)
Contract No. [ I 1?3
APPENDIX 1 (Continued) PURCHASE AGREEMENT
EQUIPMENT TO BE PURCHASED
Item# Qty. Description Unit Price Total Price
Training
Pilot: 0
Maintenance: 1
Additional: 1 Overhaul Course
Interior:
❑� STANDARD ❑ CORPORATE �1
❑ FABRIC ❑ VINYL❑FABRIC ❑ LEATHER
❑� FABRIC&VINYL ❑ FABRIC&LEATHER
❑ GRAY ❑PEWTER ❑BURGUNDY
❑� BLUE ❑MUSHROOM ❑SMOKE GRAY
❑ RED ❑DARK BLUE ❑FOREST GREEN
❑ TAN ❑SADDLE FI-OTHER
❑OTHER 'If Leather: ❑SOLID ❑PERFORATED INSERTS
❑BACK ❑SEAT
Exterior(Dupont Imron 6000): c�NtrN
❑� UNPAINTED ❑ALL WHITE or SCHEME: ❑A ❑B ❑C
❑
BASE: ❑MAJOR; ❑ACCENT:
❑*OTHER(SPECIAL SCHEME)
CARPET SELECTION
Unless otherwise specified,Registration Markings will be applied as shown on standard renderings,in accoroance with FAA Regulations, TOTAL PRICE U.S. Dollars
Certification Required: $762,310.00
❑CANADIAN MOT ✓❑U.S.FAA ❑CAA EPOS!T,
❑OTHER (Country) $0.00
'Subject to Pricing Review BALANCE:
Seller/Independent Representative Contact $762,310.00
Initials f
RCC/CME(Rev.2002)
Contraci No.Ad�
APPENDIX 2 PURCHASE AGREEMENT
CONFIGURATION CHANGES
Total Price U.S. Dollars on Original Purchase Agreement $762,310.00
Add/
Item# Qty. Delete Description Unit Price Total Price
TOTAL CONFIGURATION CHANGES $0.00
REVISED TOTAL PRICE U.S. DOLLARS $762,310.00
SELLER PURCHA R
Signature Signatu
A",-.X,�
Type or Print Name Type or Print Name
M)PV61118 FiA114AA—_5 AGS]57-p� T- CA
Tie Tit]
W itn Woe
I *1 -(; 3
Date 010F ICTAL MON Date
YEIC
Inllials
RCC/CME(Rev.2002)
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 10/28/2003
DATE: Tuesday, October 28, 2003
LOG NAME: 35HELICOPTER REFERENCE NO.: **P-9874
SUBJECT:
Lease-Purchase of Police Department Helicopter
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a purchase agreement for a Model 20613-3 Helicopter from Bell Helicopter; and
2. Authorize the City Manager to execute a contract with All American Investment Group, LLC
(AAIG) for lease-purchase financing up to $1.1 million to fund this purchase and necessary
customization, subject to negotiating a mutually acceptable lease-purchase agreement.
DISCUSSION:
During the Crime Control and Prevention District budget preparation for FY2003-2004, funds were
approved to acquire a helicopter on a lease-purchase basis for the Fort Worth Police Department. This
helicopter will replace a 1986 model helicopter that is currently in service on a reduced flight schedule due
to the aging of the equipment. Funding was based on a plan to lease-purchase the equipment over a five-
year period with 10 semi-annual payments.
The helicopter is sole-source from Bell Helicopter due to space constraints at the existing hangar and the
interior space requirements of the helicopter in order to house necessary equipment. In addition, due to the
long history of the City of Fort Worth with Bell Helicopter, the Police Department is significantly equipped
with tools and spare parts designed for use exclusively on their equipment.
The negotiated price for the helicopter is $914,310 that includes a standard Visual Flight Rules
configuration and the following optional accessories:
High Skids $ 5,600
Rotor Brake $16,200
Sound Proofing $ 3,100
Dual Controls $ 8,300
Particle Separator $ 8,200
Flight Instruments $28,500
Standard Interior fabric/vinyl No Charge
High Visibility Rotor Blades No Charge
In addition, Bell Helicopter has offered $152,000 trade-in value for the craft that is being removed from
service. This credit will be taken against the final purchase price, resulting in the financing of $762,310 for
the helicopter.
Logname: 35HELICOPTER Paae 1 of 2
In addition to this cost, the Purchasing Division is currently soliciting bids for the customization of the
aircraft to include equipment installation and paint. The cost of this customization is anticipated to be up to
$250,000 that will be incorporated into the financing agreement. A separate Mayor and Council
Communication will be presented to award the contract for this customization.
The Police Department solicited financing rates from various companies that have worked with Bell
Helicopter in the past in order to find a competitive rate. The most favorable terms were offered by AAIG
with a rate of 2.9% with semi-annual payments beginning no later than six months after the delivery of the
helicopter to the customization vendor.
An agreement with AAIG for both the helicopter and the customization is estimated to have an annual cost
of $218,962 over five years depending on the final price of customization. The total financing cost for this
agreement is estimated at $82,503. The anticipated useful life of the aircraft is 10 years in order to
maximize trade-in value and minimize maintenance expenses. Delivery of the aircraft from the
manufacturer to the customization vendor will occur prior to December 31, 2003, in order to secure a 2003
model craft, avoiding the $27,100 increase in the base cost.
BID ADVERTISEMENT - Sole Source
M/WBE - A waiver of the goal for MNVBE subcontracting requirements was requested by the Purchasing
Division and approved by the M/WBE Office because the purchase of goods or services is from sources
where subcontracting or supplier opportunities are negligible.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the Crime Control and Prevention District Fund.
BQN\\
TO Fund/Account/Centers FROM Fund/Account/Centers
GR79 531510 0359811 $109.481.00
Submitted for City Manager's Office by: Joe Paniagua (6140)
Originating Department Head: Ralph Mendoza (48386)
Additional Information Contact: Susan Alanis (48262)
Loianame: 35HELICOPTER Page 2 of 2