1. 03/22/2023 Agreement CONTRACT
BETWEEN
MONROE COUNTY
AND
AGUSTAWESTLAND PHILADELPHIA CORPORATION
4 � R
DO
IffibiroplERS
INDEX
1. SUPPLIES............................................................................................................................3
2. PRICE...................................................................................................................................3
3. PAYMENT...........................................................................................................................4
4. ACCEPTANCE AND DELIVERY....................................................................................5
5. SPECIAL CONDITIONS....................................................................................................5
6. COUNTRY OF DESTINATION and EXPORT CONTROL..........................................6
7. NOTICES..............................................................................................................................6
8. ENTIRE CONTRACT AND SIGNATURE......................................................................7
GENERAL TERMS
1. INSPECTION,ACCEPTANCE,DELIVERY,AND TITLE..........................................9
2. TRAINING.........................................................................................................................10
3. CERTIFICATION; DELIVERY CONDITION.............................................................10
4. PAINTING SCHEME—INTERIOR FINISHING.........................................................10
5. CHANGES..........................................................................................................................10
6. INDEMNIFICATION AND SELLER'S INSURANCE.................................................11
7. LIABILITY........................................................................................................................12
8. WARRANTY......................................................................................................................13
9. EXCUSABLE DELAYS....................................................................................................13
10. LIQUIDATED DAMAGES..............................................................................................13
11. MANNER OF PERFORMANCE.....................................................................................14
12. COUNTY's PROJECT REPRESENTATIVE................................................................14
13. TERMINATION................................................................................................................14
14. WAIVER.............................................................................................................................15
15. APPLICABLE LAW AND DISPUTES...........................................................................15
16. EFFECTIVE DATE...........................................................................................................15
17. TAXES................................................................................................................................15
AW.190J21 1
4 � R
DO
18. ASSIGNMENT...................................................................................................................15
19. INTELLECTUAL PROPERTY AND CONFIDENTIALITY......................................15
20. QUALITY ASSURANCE/QUALITY ASSURANCE RECORD KEEPING...............16
21. AUDITS..............................................................................................................................16
22. PROPRIETARY INFORMATION..................................................................................16
23. ADDENDUM#1 TO THIS CONTRACT........................................................................16
24. ENTIRE UNDERSTANDING..........................................................................................16
ADDENDUMS
ADDENDUM#1 MONROE COUNTY ADDENDUM
ADDENDUM#2 TECHNICAL ACCEPTANCE
LIST OF ENCLOSURES
ENCLOSURE I: HELICOPTER CONFIGURATION
ENCLOSURE 2: TRAINING
ENCLOSURE 3: SERVICES
ENCLOSURE 4: ADDITIONAL SERVICES
ENCLOSURE 5: WARRANTY
ENCLOSURE 6: FULL COMPONENTS PLAN AGREEMENT
AW,plwL?21 2
4 � R
DO
CONTRACT
Dated this 25'day of May 2023,by and between:
AGUSTAWESTLAND PHILADELPHIA CORPORATION, a corporation with a place of business at 3050 Red
Lion Road,Philadelphia,Pennsylvania 19114(hereinafter referred to as "SELLER"),
and
MONROE COUNTY, a political subdivision of the State of Florida,whose address is 1100 Simonton Street, Suite
205,Key West,Florida 33040,(hereinafter referred to as`BUYER"),
collectively referred to as"Parties".
Whereas, the BUYER is interested in purchasing and SELLER is interested in selling three 3 factory-new model
AW139 helicopters;
Whereas,the Parties shall herein set forth the configuration of the above helicopters; and
Whereas,the BUYER is willing to purchase,and the SELLER is willing to sell the products and services listed herein
below at the terms and conditions set out in this CONTRACT.
Now therefore the Parties agree as follows:
1. SUPPLIES
BUYER agrees to buy and SELLER agrees to sell the following products and services(hereinafter referred
to as"SUPPLIES"):
- Quantity three(3)factory new model AW 139 helicopter(s),in the configuration as specified in Enclosure
1-Helicopter Configuration(hereinafter referred to as the"HELICOPTER(S)").
- TRAINING as per Enclosure 2.
- SERVICES as per Enclosure 3.
- ADDITIONAL SERVICES as per Enclosure 4.
- WARRANTY as per Enclosure 5.
2. PRICE
The total purchase price for the SUPPLIES as set forth in Section 1 for delivery within year 2025 is the
amount of Fifty-Three Million US Dollars($53,000,000.00)(the"Purchase Price"),allocated as follows:
-HELICOPTER(S) Seventeen Million Six Hundred Sixty-
as detailed in Enclosure 1 six Thousand Six Hundred US Dollars
($17,666,600.00)each for
HELICOPTER 41 and 42
Seventeen Million Six Hundred Sixty-
six Thousand Eight Hundred US Dollars
($17,666,800.00)for HELICOPTER 43
-TRAINING No additional charge
as detailed in Enclosure 2
- SERVICES as detailed in Enclosure 3 No additional charge
-ADDITIONAL SERVICES No additional charge
4 � R
DO
as detailed in Enclosure 4
-WARRANTY No additional charge
as detailed in Enclosure 5
3. PAYMENT
3.1 Purchase Price Instalments. Payment of the total Purchase Price shall be made through direct bank transfer
from the BUYER's escrow account through the BUYER's escrow agent—TMI Trust,in accordance with its
financing instruments to the bank designated by SELLER, against SELLER's commercial invoices, by
instalments, as follows:
(a) BUYER shall make the first instalment payment against the Purchase Price within thirty (30) days
following the execution and delivery of this CONTRACT,which shall be in the amount of One Million
Five Hundred Thousand US Dollars (US$1,500,000.00), less the amount of the deposit currently held
by SELLER of One Hundred Fifty Thousand US Dollars (US$150,000.00) for the net amount of One
Million Three Hundred Fifty Thousand US Dollars(US$1,350,000.00).
(b) BUYER shall make the second instalment payment against the Purchase Price in the amount of Four
Million Four Hundred Thirty-five Thousand Six Hundred US Dollars (US$ 4,435,600.00),which shall
be due twelve (12)months prior to Delivery (as defined in Section 1 of the General Terms hereto) for
each HELICOPTER.
(c) BUYER shall make balance payments for each HELICOPTER at Delivery of each HELICOPTER in
accordance with Section 1 of the General Terms hereto.
(d) Title transfer for each new HELICOPTER and risk of loss shall transfer to BUYER at the time of
Delivery in accordance with Section 1 of the General Terms hereto. Transfer of title will take place in
Monroe County,Florida at the time of Delivery of each HELICOPTER.
All banking costs and expenses related to the payments under this Section 3.1 above shall be at BUYER's
expense.
3.2 HELICOPTER Payments,Preliminary Acceptance,and Delivery:
(a) Distribution of payments, specified in Section 3.1 for the HELICOPTERS, are based on the
completion of work confirmed during the inspection process detailed in Section 1 of the General
Terms hereto and as outlined in Section 3.2(b)below,including test flights conducted in accordance
with the Section 1 of the General Terms.
(b) Condition of each HELICOPTER at Preliminary Acceptance:All work shall be completed,and equipment
installed in accordance with Enclosure 1 - Configuration. A test flight will be performed by an
AgustaWestland and a Monroe County Sheriffs Office Pilot. BUYER will conduct an on-site
verification at the SELLER's facilities in accordance with Section 1 of the General Terms and confirm
that the individual kits and equipment identified in Enclosure 1- Configuration, are installed in the
HELICOPTER.
Prior to Preliminary Acceptance the BUYER will conduct a test flight in accordance with Section I of
the General Terms and SELLER shall provide a Standard Certificate of Airworthiness as issued by the
FAA.
(c) At Delivery, BUYER will complete final acceptance of each HELICOPTER at the Monroe County
Sheriff's Office hangar facility.
3.3 Financing Contingency. BUYER's obligation to consummate the transactions contemplated by this
CONTRACT is expressly contingent upon BUYER's receipt of a binding loan commitment from a lending
AW,0190J2 1 4
4 � R
DO
institution for a loan in an amount of not less than one hundred percent (100%) of the Purchase Price in
connection with BUYER's acquisition of the SUPPLIES, and upon such other terms and conditions as are
reasonably acceptable to BUYER(the"Financing Commitment").The sourcing of financing is being pursued
pursuant to the terms of a certain publicly published Monroe County, Florida, 2023 Equipment
Lease/Purchase(Helicopter)Financing Request for Proposals dated March 1,2023.
BUYER shall notify SELLER in writing of its receipt of,or inability to obtain,the Financing Commitment
(the"Financing Notice")promptly upon receiving notice thereof and in no event later than 5:00 p.m.E.D.T.
on May 19, 2023 (the "Financing Deadline"). If BUYER notifies SELLER that it is unable to confirm the
Financing Commitment or has failed to give any notice to SELLER with respect to the Financing
Commitment on or prior to the Financing Deadline,then(a) SELLER may by notice in writing to BUYER
terminate this CONTRACT without any further action from any party,(b) SELLER shall return all amounts
that have been paid to SELLER under this CONTRACT(and all interest accrued thereon)in accordance with
the terms of this Section 3.3,and(c)thereafter neither BUYER nor SELLER shall have any further rights or
obligations hereunder except as to those that survive the termination as expressly provided herein.
Upon BUYER's timely delivery of the Financing Notice to SELLER confirming therein BUYER's receipt
of the Financing Commitment, BUYER shall be deemed to have (i) satisfied BUYER's Financing
Contingency, (ii) waived its right to terminate this CONTRACT as provided in this Section 3.3, and (iii)
agreed that the Deposit shall not be refundable except as otherwise expressly permitted herein.
4. ACCEPTANCE AND DELIVERY
4.1 HELICOPTER(S) equipped as provided in Enclosure 1- Helicopter Configuration, shall be scheduled for
Preliminary Acceptance,within twenty-two(22)months for HELICOPTER 41,twenty-five(25)months for
HELICOPTER 42,and twenty-six(26)months for HELICOPTER 43,from the Effective Date(as hereinafter
defined).The HELICOPTERS shall be delivered at the Monroe County Sheriff's Office hangar facility in
Marathon,Florida,provided,however,that risks shall transfer to BUYER in accordance with Section 1.8 of
the General Terms.
4.2 TRAINING shall be provided as per Enclosure 2-TRAINING.
4.3 SERVICES shall be provided as per Enclosure 3- SERVICES.
4.4 ADDITIONAL SERVICES shall be provided as per Enclosure 4-ADDITIONAL SERVICES.
4.5 WARRANTY shall be provided as per Enclosure 5-WARRANTY.
5. SPECIAL CONDITIONS
The parties agree to the following special conditions:
5.1 SELLER shall provide the BUYER a credit for AW139 Spare Parts, AgustaWestland Special Tools and
Ground Support Equipment,with a total value of One Million Two Hundred Thousand U.S. Dollars (US$
1,200,000.00). SELLER shall credit to BUYER the amount of One Million Two Hundred Thousand U.S.
Dollars(US$ 1,200,000.00)at the time of payment of the second instalment against HELICOPTER 41.
Such credit shall be used by BUYER within five(5)years from the date of Delivery of HELICOPTER 43 for
the purchase of AW139 Spare Parts, AgustaWestland Special Tools and Ground Support Equipment from
SELLER. Should the BUYER not have utilized the full credit for Spare Parts, Special Tools and Ground
Support within the five (5) year period specified above, the SELLER shall allow BUYER to apply the
outstanding balance of the unused credit amount towards Full Component Plan invoices.
The list of AW139 Spare Parts,AgustaWestland Special Tools and Ground Support Equipment shall be
agreed between SELLER and BUYER at least six (6) months prior to the projected Delivery for
AW,0190J2 2 5
4 � R
DO
HELICOPTER#I and a Purchase Order(PO)shall be issued by BUYER to SELLER. Payment for
the initial AW139 Spare Parts, Special Tools and Ground Support Equipment PO can be made using
the credit for AW139 Spare Parts, AgustaWestland Special Tools and Ground Support Equipment.
Such extension of credit is subject to BUYER entering into a Full Components Plan agreement with
SELLER,a copy of which is attached hereto as Enclosure 6,prior to the Delivery of HELICOPTER#1.
The Full Components Plan document attached hereto as Enclosure 6 is the full and final form of the agreement
an original of which shall be dated,executed,and delivered at the time of Delivery of each Helicopter.
5.2 SELLER shall provide the BUYER a credit for AW 139 training with a total value of Five Hundred Fifty-
five Thousand Six Hundred U.S.Dollars(US$ 555,600.00). SELLER shall credit to BUYER the amount of
Five Hundred Fifty-five Thousand Six Hundred U.S.Dollars(US$555,600.00)at the time of payment of the
second instalment against HELICOPTER#1.
Such credit shall be used by BUYER within five (5)years from the date of Delivery of HELICOPTER#3
only for the purchase of AW 139 training from SELLER.
Such credit is subject to BUYER's agreement to utilize SELLER's training academy in the United States for
all Recurrent Pilot training for four(4)years following Delivery of HELICOPTER#3.
5.3 BUYER agrees to make available to SELLER a HELICOPTER for static display at BUYER's facility in
Monroe County, subject to:
• additional terms and conditions mutually agreed to by the Parties, and
• mutually agreed date and time by the Parties.
5.4 SELLER shall provide the pilot for a ferry flight for each of the HELICOPTERS to the Monroe County
Sheriff's Office hangar facility following the BUYER's Preliminary Acceptance of each HELICOPTER at
the SELLER's production facility in Philadelphia,PA at no additional cost to BUYER.For each ferry flight
conducted by SELLER from SELLER's production facility to the Monroe County Sheriff's Office hangar
facility, BUYER shall be entitled to have up to three (3)representatives on board the HELICOPTER at no
additional cost to BUYER.
5.5 SELLER shall furnish BUYER with a performance bond, in an amount equal to the Purchase Price,which
shall guarantee compliance by SELLER with the terms and conditions of this CONTRACT and the faithful
performance of all required obligations.Bonds may be in the form of surety bonds,cash,cashier's or certified
check, money order, assignment of surety, irrevocable letters of credit, or other securities as determined
acceptable by BUYER.
5.6 SELLER shall provide to BUYER additional Mechanic Theoretical and Practical Training, as detailed
in Sections 3.2.2, 3.2.3 and 3.2.4 of Enclosure 2, at no additional cost to BUYER.
Any additional training time required to complete the type rating check will be charged to the BUYER at a
rate of Two Thousand Two Hundred and 00/100 US Dollars(US$2,200.00)per flight hour,not to exceed the
amount of Eighty-nine Thousand Three Hundred US Dollars(US$89,300.00).
6. COUNTRY OF DESTINATION AND EXPORT CONTROL
BUYER declares and SELLER acknowledges that the HELICOPTERS) shall be registered in the United
States of America as its country of destination.
7. NOTICES
All notices under this CONTRACT shall be in English, in writing, and either delivered by hand, facsimile,
e-mail,registered mail,or courier to the following:
AW,0190J2 1 6
IDWOPIERS
to the SELLER: Agustawestland Philadelphia Corporation
3050 Red Lion Road
Philadelphia,PA 19114
Attn: Sales and Marketing
Fax:215-281-1462
E-mail: enrico.canalLa)leonardocorn an .us
to the BUYER: Monroe County
I I 1112th Street, Suite 408
Key West,Florida 33040
Attn:Pedro Mercado
Email: Mercado-Pedro@monroe county-fl.gov
Tel: (305)292-3470
with copy to: Monroe County Sheriff's Office
5525 College Road
Key West,Florida 33040
Attn:Mike Rice
E-mail:MRiceLa)ke sso.net
Attn:Patrick McCullah
E-mail:prnccullahLi1 ssy �o.net
Tel: (305)292-7091
and: Jarvis&Associates,P.A.
1550 Madruga Avenue, Suite 220
Coral Gables,Florida 33146
Attn:James W.Jarvis,Esq.
e-mail:'w' ijarvislaw.com
Tel: (305)445-445
Fax: (305)448-4848
8. ENTIRE CONTRACT AND SIGNATURE
This CONTRACT is the entire agreement of the Parties concerning its subject matter, fully supersedes any
prior understandings and/or communications between the Parties, and consists of the CONTRACT terms,
Addendum 41,the General Terms,Enclosure 1,Enclosure 2,Enclosure 3,Enclosure 4 and Enclosure 5.
In case of any conflict between the CONTRACT terms,the General Terms,and any Enclosure,the following
order of precedence shall apply in descending order: the CONTRACT terms, Addendum 41, the General
Terms,Enclosure 1,Enclosure 2,Enclosure 3,Enclosure 4,and Enclosure 5.
[Signature page follows.]
This CONTRACT is signed in two originals by the Parties.each one retaining an original thereof.
BOARD OF COUNTY COMMISSIONERS
OF tMONROE cowry,FLORIDA
By._ F3
_ y
Print Name: Name: Raman Gastesi
Date _ __ ° _----- _._ Title: County Administrator
Print Name:
Date: a12�
AGUST'AWE". .. ND"HI DELPHIA
CORPORA' ' ON �
By:
Name: Clyde M. Woltman
,Title: Chief Executive Officer
This CONTRACT is signed in two originals by the Parties,each one retaining an original thereof.
BOARD OF COUNTY COMMISSIONERS
OF MONROE �f y R A
By N ��.. ,.. °w By: �
N � t .,,M.. Name: Roman Gastesi
Date
Print Name 2 Title: County Administrator
By:i..�.
...:
Print d ,z°:,
Date:
AGUSTAWESTLAND PHILADELPHIA
CORPORATION
By:
Name: Clyde M.Woltman
Title: Chief Executive Officer
4 � R
DO
GENERAL TERMS
1. INSPECTION,ACCEPTANCE,DELIVERY,AND TITLE
1.1 BUYER shall have the right to conduct periodic inspections of the HELICOPTER(S) during the
production process(during normal business hours Monday-Friday 8:00 am to 5:00 pm,unless otherwise
agreed)upon five (5) calendar days prior notice to the SELLER. All inspection visits shall be at the
expense of the BUYER and with no charge by SELLER. While on SELLER's premises, BUYER and
its authorized representative(s) will conduct themselves in a professional manner at all times and will
be subject to all applicable SELLER safety and security procedures, including escort requirements.
BUYER and its authorized representatives enter SELLER's premises at their own risk and shall
indemnify and hold SELLER harmless for claims, injuries, damages, or causes of action that arise out
of BUYER and its authorized representatives accessing SELLER's facility at any time except where the
same resulted directly from the negligence of the SELLER.
1.2 BUYER shall have the right to inspect the HELICOPTER(S) at the end of the completion process at
SELLER's Facility. This inspection will include,but shall not be limited to, operational checks of all
customer-specified equipment, and all required and mandated documentation to place the
HELICOPTER(S)into service("Preliminary Acceptance").
1.3 As part of the Preliminary Acceptance, BUYER shall be entitled to conduct a two (2) hour test flight
with up to three (3)representatives on board. The test flight shall be completed by the BUYER and the
SELLER at SELLER's facility prior to the departure of the HELICOPTER to Monroe County for Delivery
(as hereinafter defined).
The final inspection and acceptance by BUYER for each HELICOPTER will be at Monroe County Sheriff's
Office hangar facility and shall include full functionality and operability checks and SELLER's resolution of
all discrepancies("Delivery").
1.4 SELLER shall give BUYER at least 15 (fifteen) days prior written notice of the date on which the
HELICOPTER shall be tendered for Preliminary Acceptance at SELLER's facility.
1.5 Upon successful completion of the Preliminary Acceptance, BUYER or its representative shall sign a
technical acceptance certificate in the form of attached hereto as Addendum 42 in respect of the
HELICOPTER,confirming that it is in accordance with the CONTRACT, and accepted by BUYER and is
ready for the ferry flight to the Delivery Location.
BUYER shall start the Preliminary Acceptance process at the SELLER's designated factory within 15
(fifteen)days from the date notified by SELLER, arranging at its own expense and risk, for its authorized
and qualified representative, to perform the preliminary inspection of the HELICOPTERS) prior to the
departure to the Delivery Location.
Should BUYER fail to attend the inspection within the above 15 (fifteen) days, SELLER may charge a
monthly parking fee in the amount of Fifteen Thousand US Dollars(US$15,000.00.
1.6 Should BUYER reject the HELICOPTERS)on inspection and test due to demonstrated discrepancies which
cannot be corrected during the acceptance process, then the SELLER shall take the necessary corrective
action and shall notify the BUYER,in the shortest possible time,a new date on which the HELICOPTERS)
shall be ready for acceptance.
The BUYER shall not be entitled to reject the HELICOPTER purely on account of Minor Deficiencies
("Minor Deficiencies" shall mean the requirement for a ferry permit or any issue that would not allow the
HELICOPTER to operate with a Standard Certificate of Airworthiness), and in the event of there being any
such Minor Deficiencies the extent of these and remedial action for their removal by the SELLER shall be
jointly agreed between the BUYER and the SELLER during the inspection and acceptance process. The
AW,0190J2 1 9
4 � R
DO
BUYER acknowledges that there might be installed on the HELICOPTERS)parts with a limited number of
hours accumulated during the manufacturing process before the issuance of the FAA Certificate of
Airworthiness,all of which shall be new and never operated otherwise and shall be considered zero-time for
warranty purposes.
1.7 To the extent set forth by Florida Statute §768.28,BUYER agrees to keep indemnified the SELLER against
all costs, expenses, claims and liabilities whatsoever arising out of the BUYER and/or its representative's
participation in the Preliminary Acceptance of the HELICOPTER and against all liability whatsoever for
their death or injury or the loss of or damage to their belongings, except where the same resulted directly
from the fault of the SELLER.
1.8 At the time of Delivery,in accordance with this Section 1 and provided that the obligations for payment in
accordance with Section 3 of the CONTRACT have been fulfilled by BUYER,title to the HELICOPTERS)
and other SUPPLIES, shall be transferred to and vest in BUYER free and clear of any encumbrances, liens,
privileges,claims and rights of others.Upon transfer of title the HELICOPTERS)shall be deemed delivered
pursuant to the CONTRACT.
BUYER shall bear,from the time of Delivery,all risks of loss or damage,costs and expenses relating to the
HELICOPTERS) and those other SUPPLIES which are at that time delivered and accepted by BUYER as
the contract goods,such as but not limited to storage charges,loss or damage,transportation,insurance, and
maintenance.
2. TRAINING
As from transfer of title of the HELICOPTER to the BUYER at the time of Delivery in accordance with
Section 1 of the General Terms, if the pilot flight training will be conducted on BUYER's HELICOPTER,
then the BUYER's HELICOPTER shall be made available to the SELLER for the period necessary to
perform and complete the training activities as per Section 1 of the CONTRACT. The BUYER accepts that
the SELLER shall be fully empowered and responsible for the continuous airworthiness of the
HELICOPTER during the training period if the pilot flight training will be conducted on BUYER's
HELICOPTER.
3. CERTIFICATION;DELIVERY CONDITION
The HELICOPTERS) shall be delivered on the US FAA Registry of Civil Aircraft with a FAA Certificate
of Registration and a Standard Certificate of Airworthiness,in airworthy condition with all systems operating
in accordance with their intended functions,with all airworthiness directive and service bulletins complied
with(the"Delivery Condition").
4. PAINTING SCHEME—INTERIOR FINISHING
Within 90 (ninety)calendar days after the CONTRACT Effective Date,BUYER shall confirm to SELLER
in writing the final choice of the painting scheme and interior finishing details for the HELICOPTER, in
accordance with Enclosure 1-HELICOPTER Configuration.
5. CHANGES
5.1 Engineering changes and improvements, which result in modifications, changes, or replacements in the
SUPPLIES,but do not affect price,HELICOPTER performance,schedule,installation,or interchangeability
of major assemblies thereof, may be made at any time at SELLER's option and are hereby irrevocably
consented to by BUYER.
5.2 SELLER shall be entitled to incorporate in any of the SUPPLIES any change,which in SELLER's judgment
is as a result of a compulsory modification required by the FAA, and must necessarily be carried out for
2- 10
4 � R
DO
reasons of flight safety,which is hereby irrevocably consented to by BUYER under the same conditions set
forth in Clause 5.1 above.
5.3 SELLER may propose to BUYER modifications which SELLER deems desirable and which may cause
changes to the price,HELICOPTER performance,and/or to the scheduled acceptance date.When proposing
such modification to BUYER, SELLER shall indicate the resulting change in price, performance, and/or
scheduled acceptance date. Should BUYER accept the proposed modification, BUYER shall give written
confirmation to SELLER within 15 (fifteen)days from the date of SELLER's notice. If no reply is received
by SELLER within the said period, the proposed modification shall be considered as not accepted by
BUYER.
5.4 BUYER may ask for modifications to be incorporated in any of the SUPPLIES. Such requests shall be made
in writing at least six (6) months, but no less than twelve (12) months for major changes prior to the
acceptance date. The SELLER shall propose the resulting change in price and/or scheduled acceptance and
delivery date and any agreement between the Parties shall be made in writing in accordance with Section
24.2 below.Any late request shall not have to be considered by SELLER.
6. INDEMNIFICATION AND SELLER'S INSURANCE
6.1 SELLER shall indemnify and hold harmless Monroe County Board of County Commissioners,and its elected
and appointed officers,officials, agents, servants, and employees from and against all claims and liabilities
(including claims by third parties), causes of action, losses, costs and expenses (including reasonable
attorneys' fees), incident thereto or incident to successfully establishing the right to indemnification, for
injury to or death of any persons, or for loss of or damage to any property (including property owned by
Monroe County),including,without limitation,any aircraft,resulting from:
(a) the performance of this CONTRACT by SELLER or by reason of services provided by the SELLER
or any of its Contractors,and
(b) occasioned by the negligence,,intentional wrongful misconduct,or other wrongful act or omission
of the SELLER or its Contractor(s),their employees,or agents except to the extent of any obligation,
liability,or claim due to the fault or negligence of the BUYER.The extent of liability is in no way
limited to, reduced, or lessened by the insurance requirements contained elsewhere within this
agreement.
6.2 On or prior to the CONTRACT Effective Date, the SELLER shall furnish to the Monroe County Risk
Management Department and to the Monroe County Sheriff's Office,Certificates of Insurance that indicate
that insurance coverage has been obtained,which meets the requirements as outlined below:
(a) Worker's Compensation Insurance for all employees of the SELLER in the state where they
conduct work.
(b) Commercial General Liability Insurance including Products/Completed Operations in an amount
not less than$100,000,000 per occurrence. BUYER must be shown as an additional insured with
respect to this coverage.
Coverage shall extend to 30 days after Delivery of each HELICOPTER by BUYER.
(c) Aircraft Liability including passengers bodily injury liability, $100,000,000 per
occurrence/aggregate.
(d) Hull-Physical Damage - Aircraft replacement cost.
(e) Automobile Liability Insurance covering all owned,non-owned and hired vehicles in an amount
not less than$1,000,000 per accident.
ARIOL?22- 11
All insurance policies required above shall be issued by companies authorized to do business under the
laws of the State of Florida,with the following qualifications:
The company must be rated no less than"A-" as to management, and no less than"Class VII" as to financial
strength by Best's Insurance Guide,published by AM.Best Company,Oldwick,New Jersey,or its equivalent,
subject to the approval of the County Risk Management Division;or
The company must hold a valid Florida Certificate of Authority as shown in the latest"List of All Insurance
Companies Authorized or Approved to Do Business in Florida" issued by the State of Florida, Department
of Financial Services.
NOTE: CERTIFICATE HOLDER MUST READ: MONROE COUNTY
1100 SIMONTON ST., SUITE 205
KEY WEST,FL 33040
MONROE COUNTY SHERIFF'S
OFFICE
5525 COLLEGE ROAD
KEY WEST,FLORIDA 33040
GLOBAL SKY AIRCHARTER
CORPORATION
5525 COLLEGE ROAD
KEY WEST,FLORIDA 33040
Compliance with the foregoing requirements shall not relieve the SELLER of liabilities and obligations under
any other section in this CONTRACT.
Award of this CONTRACT is contingent upon the receipt of the insurance documents, as required,within
ten(10)business days. If the insurance certificate is received within the specified timeframe but not in the
manner prescribed in this CONTRACT,the SELLER shall have an additional five(5)business days to submit
a corrected certificate to the BUYER. If the SELLER fails to submit the required insurance documents in the
manner prescribed in this CONTRACT within fifteen(15)business days,the SELLER shall be in default of
the contractual terms and conditions and award of this CONTRACT may be rescinded,unless such timeframe
for submission has been extended by the BUYER.
SELLER shall assure that the Certificates of Insurance required in conjunction with this Section 5 remain in
full force for the term of this CONTRACT,including any renewal or extension periods that may be exercised
by the BUYER.If the Certificates of Insurance are scheduled to expire during the term of this CONTRACT,
the SELLER shall submit new or renewed Certificates of Insurance to the BUYER a minimum of ten(10)
calendar days before such expiration. In the event that expired Certificates of Insurance are not replaced or
renewed to cover this CONTRACT period, the BUYER may suspend this CONTRACT until the new or
renewed certificates are received by the BUYER in the manner prescribed herein.If such suspension exceeds
forty-five(45)calendar days,the BUYER may, at its sole discretion,terminate this CONTRACT for cause
and the SELLER shall be responsible for all direct and indirect costs associated with such termination.
7. LIABILITY
Subject to mandatory provisions to the contrary under the applicable law,SELLER shall not be liable for and
BUYER hereby assumes liability for any and all losses, damages or complaints of whatsoever nature, as
regards both personal injury and property,arising out of or in any way connected with handling,possession,
operation or use of the HELICOPTERS)and relevant parts after Delivery thereof in accordance with Section
1 of the General Terms.
12
4 � R
DO
To the extent set forth in Florida Statute §768.28, Buyer hereby agrees to release SELLER from and fully
indemnify SELLER from and against any proceedings,actions,claims,and suits,which may be instituted by
any third party against SELLER, except to the extent of any obligation,liability,or claim due to the fault or
negligence of the SELLER, save only for third-party claims initiated against SELLER as the original
manufacturer.
8. WARRANTY
The warranty provisions granted by the SELLER under Enclosure 5- Warranty, are applicable for civil
operation use only in accordance with the civil flight manual and maintenance manual and are accepted by
the BUYER in place of any other warranty,express or implied,including but not limited to any warranty of
merchantability and fitness for purpose,which is hereby irrevocably waived to the fullest extent permitted
under the governing law.
It is understood between the Parties that this CONTRACT is not for any distributorship purpose and therefore
the warranty will be granted only to the benefit of the BUYER unless otherwise authorized in writing by the
SELLER.
9. EXCUSABLE DELAYS
9.1 The scheduled acceptance date provided at Section 4 of the CONTRACT represents the best estimate and is
based on: (1) timely receipt by SELLER of all information necessary to permit SELLER to proceed with
work without delay and without interruption, and(2)BUYER's compliance with the payment terms.
9.2 Whilst SELLER shall exercise its reasonable effort to achieve the scheduled acceptance dates,SELLER shall
not be liable or responsible for delays or non-compliance resulting from any event beyond the reasonable
control of SELLER ("Excusable Delay"), including, but not limited to compliance with any applicable
regulation of civil or military authority, technical changes due to flight safety reasons, acts of any
Government or on behalf of them, war declared or undeclared, insurrection, riot or other acts of civil
disobedience, embargo or trade restriction, delays or shortages in transportation, fuel, vendors' and/or
subcontractors' delays, strikes, lockouts, slowdowns, labor disputes, fire, accident, explosion, epidemic,
unusually severe weather,flood,earthquake,delay to certification,failure in performance of a subcontractor
or other acts of God.
SELLER shall give prompt written notice to BUYER of the events causing such Excusable Delay and the
estimated period of the resulting delay. Any such event shall extend the scheduled acceptance date to the
extent of the delay so incurred.
9.3 In the event of an Excusable Delay exceeding ninety(90)days either party may cancel the undelivered portion
of this CONTRACT,by giving the other party written notice, and the sole liability of SELLER shall be the
return of any payment received on such undelivered portions. No interest shall be paid by SELLER to
BUYER on such amounts.
9.4 Delays deriving from changes as per Section 5.2 of the General Terms shall be considered "excusable" and
ruled by the provisions of this Section 9. In such circumstances, Section 9.3 of General Terms shall be
applicable.
9.5 Any delay in payments due by BUYER under this CONTRACT will entitle SELLER to postpone the
scheduled acceptance and reschedule it for the next slot available in accordance with SELLER's production
plan following BUYER's payment, without prejudice, however, to SELLER's rights under Section 13
(Termination)of the General Terms hereinafter.
10. LIQUIDATED DAMAGES
10.1 In case of a delay to the Scheduled Delivery Date due to SELLER's failure,and where such delay shall exceed
90 (ninety)calendar days beyond the Scheduled Delivery Date for the HELICOPTER concerned, BUYER
13
4 � R
DO
shall have the right to claim,as liquidated damages as its sole remedy,an amount of 0.25%(one quarter of
one percent) of the price of each delayed HELICOPTER for each complete week following the said 90
(ninety)calendar day period for a maximum period of twenty (20)weeks.
10.2 In respect of any liability arising out or in connection with this CONTRACT,including the case of delivery
delays,the maximum cumulative amount for all costs, expenses, and damages due from SELLER shall not
exceed 5%(five percent).
10.3 In no event,except for SELLER's wilful misconduct or gross negligence and without prejudice to BUYER's
right under Section 7 above(Warranty), SELLER shall be liable for loss of profit or revenues,loss of use of
the HELICOPTER or any associated equipment, cost of capital, cost of substitute equipment, facilities,
services claims of BUYER's customers for such damages, or for any any indirect, special, incidental or
punitive damages or exemplary damages where applicable.
11. MANNER OF PERFORMANCE
(a) The SELLER warrants and represents that its personnel have the proper skill,training,background,
knowledge,experience,rights,authorizations,and licenses as necessary to perform the Services
described herein,in a competent and professional manner.
(b) The SELLER shall at all times cooperate with the BUYER and coordinate its respective work efforts
to most effectively and efficiently maintain the progress in performing the Services.
(c) The SELLER shall comply with all provisions of all federal,state and local laws,statutes,ordinances,
and regulations that are applicable to the performance of this CONTRACT.
12. COUNTY'S PROJECT REPRESENTATIVE
The SELLER hereby acknowledges that the County's Project Representative, Monroe County Sheriff's
Office Chief Mike Rice, or his designee, has the authority from the BUYER to act on BUYER's behalf to
determine in the first instance all questions of any nature whatsoever arising out of, under, or in
connection with,or in anyway related to or on account of,this CONTRACT on BUYER'S behalf.This Section
12 does not empower the Project Representative,or his designee,to resolve disputes between the Parties..
13. TERMINATION
13.1 In case of SELLER's failure,for any cause other than an event described in Section 9 (Excusable Delays)of
the General Terms,to deliver SUPPLIES in accordance with this CONTRACT,BUYER may terminate this
CONTRACT by giving sixty (60)days prior written notice to SELLER.In such event,without prejudice to
BUYER's right under Section 6 above SELLER shall return to BUYER the payments received by SELLER
on the undelivered portion of the CONTRACT. BUYER shall have all rights and remedied under this
CONTRACT and the applicable law.
Unless otherwise agreed between the Parties,the BUYER:(i)shall not be entitled to early termination and/or
withdraw from this CONTRACT for its convenience in full or in part; and (ii) shall not be entitled to
reimbursement of any payment unless this CONTRACT is terminated in accordance with this Section 13.1
or in accordance with Section 9.3 of these General Terms.
13.2 Without prejudice to any generally applicable provisions of law which may entitle SELLER to terminate or
withdraw from this CONTRACT,any of the following events shall be expressly considered a material breach
of BUYER's obligations hereunder and entitle SELLER to terminate or,if the SELLER so chooses,withdraw
from this CONTRACT with immediate effect by giving written notice to the BUYER:
14
4 � R
DO
(a) in case any payment due by BUYER has not been received by the SELLER within forty-five (45)
days from its due date;
(b) in case of BUYER's failure to accept the HELICOPTER(s) in accordance with Section 1 of the
General Terms and where such failure has not been cured within thirty (30) days of SELLER
providing written notice to BUYER to cure such breach; and
(c) in case of BUYER's breach of one or more of the obligations detailed in Section 19 where such
failure has not been cured within thirty (30) days of SELLER providing written notification to
BUYER to cure such breach.
14. WAIVER
Any failure of either Party to exercise any right,power,or remedy hereunder shall not be deemed as a waiver
thereof,nor shall any single or partial exercise thereof preclude any further exercise of any such right,power
or remedy.
15. APPLICABLE LAW AND DISPUTES
The construction, interpretation, validity, and performance of this CONTRACT shall be governed by the
laws of the State of Florida exclusive of conflict of laws principles. Courts sitting in the State of Florida,
Monroe County shall have exclusive jurisdiction to hear any claims or causes of action arising from or related
to this CONTRACT.
16. EFFECTIVE DATE
This CONTRACT shall be valid and effective from the date of signature by both Parties ("CONTRACT
Effective Date").
17. TAXES
BUYER is exempt from payment of Florida State Sales and Use taxes. SELLER shall not be exempted by
virtue of the BUYER'S exemption from paying sales tax to its suppliers for materials used to fulfill its
obligations under this contract, nor is SELLER authorized to use the BUYER'S Tax Exemption Number in
securing such materials.SELLER shall be responsible for any and all other taxes,or payments of withholding,
related to services rendered under this CONTRACT.
18. ASSIGNMENT
This CONTRACT or its benefits and obligations shall not be assignable or transferable by either party
without the other's prior written consent(which may not be unreasonably withheld). Notwithstanding the
foregoing, the BUYER may enter into a collateral assignment of its rights hereunder with any entity that
provides financing for the HELICOPTERS as contemplated by Section 3.3 hereof and the SELLER shall
provide written consent with respect thereto.
19. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
The sale of the HELICOPTER and other SUPPLIES under this CONTRACT shall not be construed as
granting expressly or impliedly to the BUYER any title or rights to any designs, copyright, intellectual
property rights, patent, utility, design model, trademark, or any license whatsoever in relation to the
HELICOPTER and any other SUPPLIES provided to the BUYER under this CONTRACT.
Copyright in the HELICOPTER drawings, designs,technical data, software,technical publication,training
material and other technical documents (the "Technical Documents") supplied by the SELLER under this
CONTRACT are proprietary to the SELLER and/or of its subcontractors.The Technical Documents and any
15
4 � R
DO
information contained therein shall be used by the BUYER for the sole and limited purpose of using,
maintaining,and operating the HELICOPTER as specifically directed in Technical Documents.
The BUYER without prior written authorization of the SELLER shall not:
- reverse engineer, reverse compile, reverse assemble or otherwise translate into any human or
machine-readable form any Technical Documents,in whole or in part;
- modify, copy, translate into any language, reproduce, or make derivative works of Technical
Documents and data,in whole or in part.
The BUYER recognizes the confidential and proprietary nature of the Technical Documents and of any
information contained therein and undertakes not to disclose any such documents and information to any
third party except to the extent required to use and maintain the HELICOPTERS and SUPPLIES,provided
that such third party is under a similarly restrictive confidentiality agreement with BUYER, without the prior
written consent of the SELLER.
20. QUALITY ASSURANCE/QUALITY ASSURANCE RECORD KEEPING
The SELLER shall maintain, and shall require that its subcontractors and suppliers maintain,complete and
accurate records to substantiate compliance with the requirements set forth in the scope of Services. The
SELLER and its subcontractors and suppliers,shall retain such records,and all other documents relevant to
the Services furnished under this CONTRACT for a period of five (5)years from the expiration date of this
CONTRACT and any extension thereof.
21. AUDITS
The BUYER, or its duly authorized representatives, shall until the expiration of five (5) years after the
expiration of this CONTRACT and any extension thereof, have access to and the right to examine and
reproduce any of the SELLER's books,documents, papers, and records which apply to this CONTRACT.
Such records shall subsequently conform to International Financial Reporting Standards,as applicable.
22. PROPRIETARY INFORMATION
As a political subdivision of the State of Florida, Monroe County is subject to the stipulations of Florida's
Public Records Law.
The SELLER will report to the BUYER any information discovered or which is disclosed to the SELLER
which may relate to the improper use,publication,disclosure,or removal from the BUYER's property of any
information technology software and hardware and will take such steps as are within the SELLER's authority
to prevent improper use,disclosure or removal.
23. ADDENDUM#1 TO THIS CONTRACT
Upon the execution and delivery of this CONTRACT the Parties shall execute and deliver an Addendum in
the form attached hereto as Addendum#1.
24. ENTIRE UNDERSTANDING
24.1 This CONTRACT inclusive of its Enclosures and Addendum#1 constitutes the entire understanding between
the Parties in respect of the subject hereof and supersedes all prior representations, arrangements,
undertakings or agreements,whether written or oral,between the Parties.
24.2 Any amendment to this CONTRACT shall be valid only when made in writing and signed by the Parties.
AW,P1WL?2 2 16
4 � R
DO
Addendum#1 to CONTRACT
by and between
AGUSTAWESTLAND PHILADELPHIA CORPORATION(herein"SELLER")and MONROE COUNTY
(herein"BUYER")
dated
1) Books,Records and Documents. SELLER shall maintain all books, records, and documents directly
pertinent to performance under this CONTRACT in accordance with generally accepted accounting principles
consistently applied. Records shall be retained for a period of(5) five years from the termination or completion of
this CONTRACT.Each party to this CONTRACT or its authorized representatives shall have reasonable and timely
access to such records of each other party to this CONTRACT for public records purposes during the term of the
CONTRACT and for (5) five years following the termination or completion of this CONTRACT. If an auditor
employed by Monroe County or Clerk determines that the credit granted by SELLER to BUYER under Section 5.1
of the CONTRACT, or any portion thereof, was spent for purposes not authorized by this CONTRACT, or were
wrongfully retained by SELLER,then SELLER shall reimburse the credit amount together with interest calculated
pursuant to Sec. 55.03, of the Florida Statutes,running from the date the credit,or any portion thereof,was utilized
by the BUYER.
2) Severability. If any term,covenant,condition or provision of this CONTRACT(or the application thereof
to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent
jurisdiction, the remaining terms, covenants, conditions and provisions of this CONTRACT, shall not be affected
thereby; and each remaining term,covenant,condition and provision of this CONTRACT shall be valid and shall be
enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms,covenants,conditions
and provisions of this CONTRACT would prevent the accomplishment of the original intent of this CONTRACT.
The BUYER and SELLER agree to reform the CONTRACT to replace any stricken provision with a valid provision
that comes as close as possible to the intent of the stricken provision.
3) Attorney's Fees and Costs. The BUYER and SELLER agree that in the event any cause of action or
administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this
CONTRACT,the prevailing party shall be entitled to reasonable attorney's fees, court costs,investigative, and out-
of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs,
investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted
pursuant to this CONTRACT shall be in accordance with the Florida Rules of Civil Procedure and usual and customary
procedures required by the circuit court of Monroe County.
4) Binding Effect. The terms,covenants,conditions,and provisions of this CONTRACT shall bind and inure
to the benefit of the BUYER and SELLER and their respective legal representatives,successors,and assigns.
5) Authority. Each party represents and warrants to the other that the execution,delivery and performance of
this CONTRACT have been duly authorized by all necessary Monroe County and corporate action, as required by
law.
6) Adjudication of Disputes or Disagreements. BUYER and SELLER agree that all disputes and
disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the
parties. The BUYER and SELLER representative shall try to resolve the claim or dispute with meet and confer
sessions.If the issue or issues are still not resolved to the satisfaction of the parties,then any party shall have the right
to seek such relief or remedy as may be provided by this CONTRACT or by Florida law. This CONTRACT is not
subject to arbitration.
7) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to
the formation,execution,performance,or breach of this CONTRACT,BUYER and SELLER agree to participate,to
the extent required by law, in all proceedings, hearings, processes, meetings, and other activities related to the
substance of this CONTRACT or provision of the services under this CONTRACT. BUYER and SELLER
AW,P1WL?2
2 17
4 � R
DO
specifically agree that no party to this CONTRACT shall be required to enter into any arbitration proceedings related
to this CONTRACT.
8) Nondiscrimination. The parties agree that there will be no discrimination against any person, and it is
expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred,
this CONTRACT automatically terminates without any further action on the part of any party, effective the date of
the court order. The parties agree to comply with all Federal and Florida statutes, where such statutes apply, and all
local ordinances,as applicable,relating to nondiscrimination. These include but are not limited to: 1)Title VII of the
Civil Rights Act of 1964 (PL 88-352), which prohibit discrimination in employment on the basis of race, color,
religion, sex, and national origin; 2)Title IX of the Education Amendment of 1972, as amended(20 USC §§ 1681-
1683,and 1685-1686),which prohibits discrimination on the basis of sex;3)Section 504 of the Rehabilitation Act of
1973, as amended (20 USC § 794), which prohibits discrimination on the basis of handicaps; 4) The Age
Discrimination Act of 1975,as amended(42 USC§§ 6101-6107),which prohibits discrimination on the basis of age;
5)The Drug Abuse Office and Treatment Act of 1972(PL 92-255),as amended,relating to nondiscrimination on the
basis of drug abuse;6)The Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation
Act of 1970 (PL 91 616), as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)
The Public Health Service Act of 1912, §§ 523 and 527 (42 USC §§ 690dd-3 and 290ee-3), as amended,relating to
confidentiality of alcohol and drug abuse patient records; 8)Title VIII of the Civil Rights Act of 1968 (42 USC §§
3601 et seq.),as amended,relating to nondiscrimination in the sale,rental or financing of housing;9)The Americans
with Disabilities Act of 1990 (42 USC §§ 12101), as amended from time to time, relating to nondiscrimination in
employment on the basis of disability; 10)Monroe County Code Chapter 14,Article II,which prohibits discrimination
on the basis of race, color, sex, religion,national origin, ancestry, sexual orientation, gender identity or expression,
familial status or age;and 11)any other nondiscrimination provisions in any federal or state statutes which may apply
to the parties to,or the subject matter of,this CONTRACT.
9) Covenant of No Interest. BUYER and SELLER covenant that neither presently has any interest,and shall
not acquire any interest,which would conflict in any manner or degree with its performance under this CONTRACT,
and that only interest of each is to perform and receive benefits as recited in this CONTRACT.
10) Code of Ethics. BUYER agrees that officers and employees of the BUYER recognize and will be required
to comply with the standards of conduct for public officers and employees as delineated in Section 112.313,Florida
Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency;
unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and
disclosure or use of certain information.
11) Public Records Compliance. SELLER must comply with Florida public records laws, including but not
limited to Chapter 119,Florida Statutes and Section 24 of Article I of the Constitution of Florida. The BUYER and
SELLER shall allow and permit reasonable access to,and inspection of,all documents,records,papers,letters or other
"public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida
Statutes,and made or received by the BUYER and SELLER in conjunction with this contract and related to contract
performance. The BUYER shall not have the right to access proprietary or confidential information. The BUYER
shall have the right to unilaterally cancel this contract upon violation of this provision by SELLER.Failure of SELLER
to abide by the terms of this provision shall be deemed a material breach of this contract and the BUYER may enforce
the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to
reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any
termination or expiration of the contract.
SELLER is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this
provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, SELLER is required to:
(1) Keep and maintain public records that would be required by the BUYER to perform the service.
AW,0190J2
2 18
4 � R
DO
(2) Upon receipt from the BUYER's custodian of records,provide the BUYER with a copy of the requested
records or allow the records to be inspected or copied within a reasonable time at a cost that does not
exceed the cost provided in this chapter or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public records disclosure
requirements are not disclosed except as authorized by law for the duration of the contract term and
following completion of the contract if the contractor does not transfer the records to the BUYER.
(4) Upon completion of the contract,transfer,at no cost,to the BUYER all public records in possession of
SELLER or keep and maintain public records that would be required by the BUYER to perform the
service. If SELLER transfers all public records to the BUYER upon completion of the contract,
SELLER shall destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If SELLER keeps and maintains public records upon
completion of the contract,SELLER shall meet all applicable requirements for retaining public records.
All records stored electronically must be provided to the BUYER, upon request from the BUYER's
custodian of records, in a format that is compatible with the information technology systems of the
BUYER.
(5) A request to inspect or copy public records relating to a BUYER contract must be made directly to the
BUYER, but if the BUYER does not possess the requested records, the BUYER shall immediately
notify SELLER of the request, and SELLER must provide the records to the BUYER or allow the
records to be inspected or copied within a reasonable time.
If SELLER does not comply with the BUYER's request for records, the BUYER shall enforce the public records
contract provisions in accordance with the contract, notwithstanding the BUYER's option and right to unilaterally
cancel this contract upon violation of this provision by SELLER.An entity who fails to provide the public records to
the BUYER or pursuant to a valid public records request within a reasonable time may be subject to penalties under
Section 119.10,Florida Statutes.
SELLER shall not transfer custody (other than to a SELLER's affiliated company following sixty (60) days prior
written notice to BUYER), release, alter, destroy or otherwise dispose of any public records unless or otherwise
provided in this provision or as otherwise provided by law.
IF SELLER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES,
TO THE SELLER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470, BRADLEY-
BRIAN@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12th STREET,
SUITE 408,KEY WEST,FL 33040.
12) Non-Waiver of Immunity. Notwithstanding the provisions of Sec.768.28,Florida Statutes,the participation
of the BUYER and SELLER in this CONTRACT and the acquisition of any commercial liability insurance coverage,
self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of
immunity to the extent of liability coverage,nor shall any contract entered into by the BUYER be required to contain
any provision for waiver.
13) Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws,
ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to
the activity of officers,agents,or employees of any public agents or employees of the BUYER,when performing their
respective functions under this CONTRACT within the territorial limits of the BUYER shall apply to the same degree
and extent to the performance of such functions and duties of such officers, agents,volunteers,or employees outside
the territorial limits of the BUYER.
14) Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory Duties. This
CONTRACT is not intended to,nor shall it be construed as,relieving any participating entity from any obligation or
responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any
participating entity,in which case the performance may be offered in satisfaction of the obligation or responsibility.
Further, this CONTRACT is not intended to, nor shall it be construed as, authorizing the delegation of the
1 19
4 � R
DO
IDWOPIERS
constitutional or statutory duties of the BUYER,except to the extent permitted by the Florida constitution,state statute,
and case law.
15) Non-Reliance by Non-Parties. No person or entity shall be entitled to rely upon the terms,or any of them,
of this CONTRACT to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service
or program contemplated hereunder, and the BUYER and SELLER agree that neither the BUYER nor SELLER nor
any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any
particular individual or group of individuals, entity or entities,have entitlements or benefits under this CONTRACT
separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this
CONTRACT.
16) No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or
agreement of any member,officer,agent or employee of the parties in his or her individual capacity,and no member,
officer, agent or employee of the parties shall be liable personally on this CONTRACT or be subject to any personal
liability or accountability by reason of the execution of this CONTRACT.
17) Public Entities Crimes. A person or affiliate who has been placed on the convicted vendor list following a
conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity,
may not submit a bid on a contract with a public entity for the construction or repair of a public building or public
work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a
contractor,supplier,subcontractor,or consultant under a contract with any public entity,and may not transact business
with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for
CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list.
By signing this CONTRACT, SELLER represents that the execution of this CONTRACT will not violate the Public
Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this
CONTRACT and recovery of all monies paid hereto, and may result in debarment from BUYER's competitive
procurement activities.
In addition to the foregoing, SELLER further represents that there has been no determination,based on an audit,that
it or any subcontractor has committed an act defined by Section 287.133,Florida Statutes, as a"public entity crime"
and that it has not been formally charged with committing an act defined as a"public entity crime"regardless of the
amount of money involved or whether SELLER has been placed on the convicted vendor list.
SELLER will promptly notify the BUYER if it or any subcontractor is formally charged with an act defined as a
"public entity crime"or has been placed on the convicted vendor list.
18) Code Of Ethics And Ethics Clause. BUYER agrees that officers and employees of the BUYER recognize
and will be required to comply with the standards of conduct for public officers and employees as delineated in Section
112.313,Florida Statutes, regarding,but not limited to, solicitation or acceptance of gifts; doing business with one's
agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship;
and disclosure or use of certain information.
SELLER warrants that he/it has not employed,retained or otherwise had act on his/her behalf any former BUYER
officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any BUYER officer or employee in
violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the BUYER may,in its
discretion,terminate this CONTRACT without liability and may also,in its discretion,deduct from the CONTRACT
or purchase price,or otherwise recover,the full amount of any fee,commission,percentage,gift,or consideration paid
to the former BUYER officer or employee.
19) Vendor Certification Regarding Scrutinized Companies LISTS. SELLER agrees and certifies
compliance with the following:
Section 287.135,Florida Statutes prohibits a company from bidding on,submitting a proposal for,or entering into or
renewing a contract for goods or services of any amount if, at the time of contracting or renewal,the company is on
the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is
20
4 � R
DO
engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on,
submitting a proposal for,or entering into or renewing a contract for goods or services of$1,000,000 or more,that are
on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the
Iran Petroleum Energy Sector Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in
business operations in Cuba or Syria.
By signing this CONTRACT SELLER hereby certifies that the company identified above as"SELLER"is not listed
on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000
or more is not listed on either the Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies
with Activities in the Iran Petroleum Energy Sector List,or engaged in business operations in Cuba or Syria.
SELLER understands that pursuant to Section 287.135,Florida Statutes,the submission of a false certification may
subject company to civil penalties, attorney's fees, and/or costs. SELLER further understands that any contract with
the BUYER may be terminated, at the option of the BUYER, if the company is found to have submitted a false
certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel
or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in
the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria.
Note:The List are available at the following Department of Management Services Site:
http://www.dms.lpyflorida.com/business operations/state purchasing/vendor info rination/convicted sus ep nded dis
criminatory complaints vender lists
21
BOARD OF COUNTY COMMISSIDNFPS
OF MONROE COUNTY,FLORIDA
Fey: y:
Print Nall e.
p, t>. Name: Roman Gastesi.
Date: '5 l 'Title: County Administrator
Print Name:
Date:._
8
A(.USTAWES ...AND PH TPHIA
CORPORA''
y _.... _._.....
Name: Clyde M. Wolt an
"Title: Chief Executive Officer
BOARD OF COUNTY COMMISSIONERS
. OF MONROE Y,F IDA
By:
Print Name r- Name: Roman Gastesi
Date: w ,. °` � Title: County Administrator
. "
Print Name ,.,,.,,,uu
Date . .,..
AGUSTAWESTLAND PHILADELPHIA
CORPORATION
BY ..
Name: Clyde M.Woltman
Title: Chief Executive Officer
4 � R
DO
Addendum#2 to CONTRACT
by and between
AGUSTAWESTLAND PHILADELPHIA CORPORATION CONTRACT and MONROE COUNTY
dated May 25,2023
TECHNICAL ACCEPTANCE
BETWEEN AGUSTAWESTLAND PHILADELPHIA CORPORATION
AND
MONROE COUNTY
AgustaWestland Philadelphia Corporation ("AWPC") and Monroe County ("Purchaser")
confirm that the Aircraft described below was technically accepted on the above date in
Philadelphia, PA.
Purchaser confirms on this—day of Technical Acceptance, at Seller's facility
in Philadelphia, Pennsylvania, (i) the Aircraft was in good order and conformity with the
provisions of Purchase Agreement, and (ii) the Aircraft was technically accepted by
Purchaser and ready for the Seller to conduct the ferry flight of the Aircraft to the Delivery
Location.
A/C Model AgustaWestland Philadelphia Corporation AW139 Helicopter
Serial Number -_
Registration No.
Total Time on Aircraft
Total#of Landings
Power plants- (2) Pratt&Whitney PT6C-67C Engines
Engine#1 & Engine#2
Cycles
M/R Blades
#1 _
#2 _
#3 _
#4 _
#5
Main GB Assy
M/R Hub Assy
Tail GB Assy
MONROE COUNTY AGUSTAWESTLAND PHILADELPHIA
CORPORATION
By: By:
Name: Name:
Title: Title:
nX 23
ENCLOSUREI
HELICOPTER CONFIGURATION
nX 24
AW.11
.. .....
4 � R
DO
1 AW139 STANDARD CONFIGURATION
1.1 AW139 Baselineaircraft
1.1.1. Airframe
• Aluminum Alloy and Composite Fuselage
• Glass Windshields
• Overhead Cockpit Transparent Windows
• Lower Cockpit Transparent Windows
• Pilot and Co-Pilot Lower Door Windows
• Cockpit Ram Air Adjustable Outlets
• Heated Pitot Tube (Qty. 2) with Pitot Heat Failure Warning (Qty. 2)
• Heated Static Intake (Qty. 2)
• Cockpit Fire Extinguisher
• Cabin Fire Extinguisher
• Pilot Door (Qty. 2) with Push-Out Emergency Exit Window
Including Storm Window on Pilot's Side
• Plug-In Sliding Door (Qty. 2) for Passenger Cabin Access with Locking Latch (Qty. 4) and
Additional Sliding Doors Cabin Handle (Qty. 2, one on each side)
• Passenger Doors Stop in Fully Open Position
• Cabin Push-Out Emergency Exit Window (Qty. 6)
Two (2) of which installed on Each Passenger Cabin Door
• Baggage Compartment with Lockable Baggage Compartment Door (Qty. 2, LH and RH)
• Wheeled Retractable Tricycle Landing Gear
Comprising Two (2) Wheels on Nose Landing Gear and Brakes on Main Landing Gear
• Structural Provisions for Nose Landing Gear Doors
• Landing Gear Mooring
• Provisions for Upper Deck Mooring
• Hoisting and Jacking Fittings
• Tail Boom and Vertical Fin
• Horizontal Stabilizer with Composite "Winglets"
• Pilot and Co-Pilot Windshield Wipers
AW ..�_� 2s
.190J2 .....
4 � R
DO
• Maintenance Steps
Granting Upper Deck Accessibility on Both Sides
• Upper Deck Cowlings
One (1) Front Forward Sliding, Two (2) Side Opening for Engine Access
• Cockpit Footsteps
• Cabin Footsteps
• Utility Adaptive Anti Vibration Control System (AVCS) with Rotary Damping Masses
1.1.2. Rotors and Controls
• Fully Articulated Main Rotor (M/R) with:
• Composite Blade (Qty. 5)
• Elastomeric Bearing (Qty. 5)
• Hydraulic Dampers (Qty. 5)
• Rotating Main Rotor Flight Controls
• Main Rotor Hub Beanie
• Main Rotor Dual Servo Actuators (Qty. 3)
• Fully Articulated Tail Rotor (T/R) with:
• Composite Blade (Qty. 4)
• Elastomeric Bearing (Qty. 4)
• Fully Elastomeric Damper (Qty. 4)
• Rotating Tail Rotor Flight Controls
• Tail Rotor Dual Servo Actuator
• Force Trim System
• Pilot Fixed Flight Controls
Cyclic Pitch, Collective Pitch and Anti-Torque Pedals
• Co-Pilot Fixed Flight Controls
Cyclic Pitch, Collective Pitch and Anti-Torque Pedals
• Dual Digital Three-Axis Linear Actuators
1.1.3. Power Plant and Fuel System
• Pratt & Whitney Canada PT6C-67C Turbo-Shaft Engine (Qty. 2)
• Independent FADEC System with Auto-Start and Engine Control Functions for Normal,
Emergency and Training Operations (Qty. 2)
AW1�_ 26
.190J2.. .....
4 � R
DO
• Magnetic Chip Detector (Qty. 2)
• Integrated and Independent Engine Oil Cooler (Qty. 2)
• Engine Firewall Protection (Qty. 1 for each engine)
• Fire Detection System
• Fire Extinguisher System (Q ty. 2 Bottles)
• Steel Engine Exhaust and Ejector (Qty. 1 for each engine)
• Independent Crashworthy Fuel Cell (Qty. 2)
• Engine Supply Pumps (Qty. 2)
• Submerged Fuel Tank Booster Pump (Qty. 2)
• Fuel Filter Assembly (Qty. 2)
• Engine Backup Control (Qty. 2)
Mechanical and Electrical
• Engine Manual Start and Ignition System (Qty. 2)
1.1.4. Transmission drive system and hydraulicsystem
• Main Transmission with Two (2) Direct Drive Engine Inputs
• Main Transmission Chip Detectors/ Debris Collectors with Burning Capability (Qty. 3)
• Freewheel Unit (Qty. 2)
• Strut Rod (Qty. 4)
For Upper Deck Attachment
• Anti-Torque Plate
• Intermediate Gearbox
Including Sight Gauge and Magnetic Drain Plug/Chip Detector
• Tail Gearbox
Including Sight Gauge and Magnetic Drain Plug/Chip Detector
• Dual Independent and Redundant Hydraulic Systems
• Hydraulic Power Control Modules (PCM) (Qty. 2)
• Hydraulic Mechanical Pump (Qty. 3)
Driven by the Main Transmission, for Controls and Landing Gear Actuation
• Electrical Pump
For Pre-Flight Checks on Ground(Engines Off)
• Air Conditioning Compressor Quill
AW1�_ 27
.190J2.. .....
4 � R
DO
HEUCOPIERS
1.1.5. Electrical System
• DC Primary Power Generation
28 V DC Regulated Voltage, provided by two (2)independent 300 A Starter Generators
• DC External Power Receptacle
• DC Starter Generator Control Unit (Qty. 2)
• Navigation Light (Qty. 3)
• Anti-Collision Light
• External Emergency Landing Light on the Sponsons (Qty. 2)
• Retractable/ Rotating Landing /Taxiing Light (Qty. 2)
• Baggage Compartment Light (Qty. 3)
• Baggage Compartment Smoke Sensor
1.1.6. Standardii e
• Honeywell Primus Epic Phase 7 Avionic System
• Pilot Primary Flight Display (PFD)
External Dimensions: 8"x 10". Colour Active Matrix Liquid Crystal Display(AMLCD)
• Co-Pilot Primary Flight Display (PFD)
External Dimensions: 8"x 10". Colour Active Matrix Liquid Crystal Display(AMLCD)
• Pilot Multi-Function Display (MFD)
External Dimensions: 8"x 10". Colour Active Matrix Liquid Crystal Display(AMLCD)
• Co-Pilot Multi-Function Display (MFD)
External Dimensions: 8"x 10". Colour Active Matrix Liquid Crystal Display(AMLCD)
• Electronic Standby Instrument System (ESIS)
Displaying Attitude, Airspeed, Altitude, Vertical Speed, Compass and ILS Data
• Attitude and Heading Reference System (AHRS) (Qty. 2)
• Air Data Module (ADM) (Qty. 2)
• Flux Valve (Qty. 2)
• Display Controller (DC) (Qty. 2)
• Cursor Control Device (CCD) (Qty. 2)
• Reversion Control Panel (RCP)
• Display Dimming Control Panel (DCP)
• Stability Augmentation System (SAS) Control Panel
AW ..�_� 2s
.190J2 .....
• Remote Instrument Controller (RIC) (Qty. 2)
• Modular Avionic Unit (MAU) (Qty. 2), including the following major subsystems and/or
functions:
• Dual Vehicle Monitoring System (VMS)
• Dual Monitor Warning System (MWS)
• Single Aural Warning Generator (AWG)
• Single Central Maintenance Computer (CMC)
• Provision for CVR/FDR Data Interface
• Pilot and Co-Pilot Interphone Control
Cyclic Grip and Floor Switches
• Left Modular Radio Cabinet (MRC), including:
• VHF Radio
• VOR/LOC/GS/MB
• Right Modular Radio Cabinet (MRC), including:
• VHF Radio
• VOR/LOC/GS/MB
• ADF
• DME
• Pedestal Mounted Multifunction Control Display Unit (MCDU) (Qty. 2)
• Emergency Locator Transmitter (ELT)
• Flight Guidance Controller
• Pilot and Co-Pilot Digital Audio Panels
Including Remote ICS Audio Plug for Ground Operations
• Pilot Digital Clock
• Co-Pilot Digital Clock
• Magnetic Compass
• Outside Air Temperature (OAT) Indicator
• Master Warning Light (MWL) (Qty. 2)
• Master Caution Light (MCL) (Qty. 2)
• Engine 1 Fire Light
• Engine 2 Fire Light
AW1�_ 29
.190J2.. .....
4 � R
DO
• Baggage Compartment Smoke Detector Light
• Dual Electrical Power Connection for CVR/FDR
Compliant to the Federal Aviation Administration (FAA) Requirement
1.1. . Interior
• Pilot and Co-Pilot Adjustable Seats
with Inertia-Reel and Safety Belts
• Cockpit Dome/Storm Light
• Cockpit Utility Light (Qty. 2)
• 28 V DC Cockpit/Cabin Power Outlet
Installed on the Inter-Seat Console. The final Inter-Seat Console Layout may vary according to
the Selected Helicopter Configuration
• Cockpit Panel Sun-Glare Shields
• Overhead Cockpit Windows Sun Shades
• Fluorescent Emergency Exit Signs
• Cockpit Map and Data Case
Located in the Inter-Seat Console. The Final Inter-Seat Console Layout may vary according to
the Selected Helicopter Configuration
• Pilot and Co-Pilot Flash Lights
• Cabin ICS Panel with Plug for One Headset
LH Side. Item subject to variation if a different Cabin ICS Control Panel is included in the
Proposed Configuration
• First Aid Kit
1.1.8. Painting
• Painting and Finishing - Standard
Up to Three (3) Colors from LHD Selection
Painting Scheme from Standard LHD Selection
Standard Finishing
Registration Marks and Logos (decal)
• Maritime Protection
Miscellaneous1.2 / Ground Equipment
• Cargo Net in the Baggage Compartment
• For Increased Load Capacity(up to 300 kg/661 Ib)
• Covers and Flags for:
1 30
• Engine Exhaust Pipe (Qty. 2)
• Engine Air Inlet (Qty. 2)
• Pitot Tube (Qty. 2)
• Battery Connector Warning Flag
• Tie-Down Assembly for Main Rotor Blade (Qty. 5)
• Tail Rotor Blades Flapping Block
• Main Rotor Blades Sock Pole
• Main Landing Gear Wheel Chock (Qty. 2)
• Main Rotor Balance and Tracking Chart
• Tail Rotor Balance Chart
• Nose Landing Gear Centre Pin and Landing Gear Handle Locking Pin
• Jacking Dome Assembly
• Tow Bar
• Pilot, Co-Pilot and External Operator H10-13H David Clark Headsets
• Loose Equipment Bag
Equipment
1. .1 AW PremiumEquipment
• Forced Fan Ventilation
• Bleed Air Heater and Defroster with Air Noise Suppression
• Cockpit Air Ventilation System
• Pilot Headset Hooks (Qty. 2)
• Baggage Compartment Cargo Tie-Down Fittings
For Increased Load Capacity(up to 300 kg/661 lb)
• Rotor Brake
• 1 st Radar Altimeter RT-300
• 2nd Radar Altimeter RT-300
• 4-axis Dual Digital Automatic Flight Control System (DAFCS) - Basic
Incorporated in the Modular Avionic Units (MAUs)
• Dual Flight Director System
Incorporated in the Modular Avionic Unit(MAU)
AW �_ 31
.190J2..� .....
• GPS Module (GNSS/SBAS — Global Navigation Satellite System/Satellite Based
Augmentation System) with Flight Plan Management System (FPMS) (Qty. 2)
• Mode S Diversity Transponder with Extended Squitter (ADS-B Out 1,090 MHz)
Incorporated in the Modular Radio Cabinet(MRC)
• Cockpit Voice Recorder & Flight Data Recorder (CVR/FDR) with Underwater Locator
Beacon (ULB)
• Health & Usage Monitoring System (HUMS)
1.3.2 Increased Payload
• Increased Gross Weight - 6,800 kg (14,991 lb)
For Operations below MTOW equal to 6,400 kg (14,110 Ib), the baseline helicopter flight
envelope and performance apply. Please refer to the Approved Rotorcraft Flight Manual.
Interior2 PROPOSED CONFIGURATION
2.1 i - Cabin
• Aerolite EMS Longitudinal Interior Basic Arrangement
• Composite Rigid Liners
• Lightweight Soundproofing
• Internal Roof Hooks - Rappelling Hooks (LH and RH Side)
• EMS Multi-Mission Over-Floor
• Onboard Suction
• Ceiling Unit including EMS Cabin Light and Attachment Points
• EMS Fixed Provisions
• EMS Electrical System
Power outlets 115 VAC 60 Hz
• External Power Plug (Shore Power)
110 VAC
• Medical Supply Unit with Baggage Net over Standard Fuel Tanks
• P.A. (Passenger Address) System with Loudspeakers on ICS
• EMS Intercom System with Two (2) Gemelli GEM-06-COCU ICS Control Panels
controlling Sixteen (16) Plugs
• Medical Oxygen Distribution System (LOX Oxygen Bottles not included)
Ox Medeas Beacon outlets.
32
Compatible with Liquid Oxygen.
• Aerolite EMS Longitudinal Interior Layout
• Medical Seat (Qty 4)
Two (2) seats to be installed in first row, outboard position and one (1) seat to be installed in third
row, LH side, outboard position. One (1) seat to be provided as Loose Equipment for the whole
order, and not for each helicopter.
• Swivelling and Tracking Adapter for Medical Seat (Qty 4)
Three (3) of which to be installed. One (1) of which to be provided as Loose Equipment for the
whole order, and not for each helicopter.
• Medical Rack
Medical Devices not included
• Primary Aerolite Longitudinal Stretcher
With comfort mattress. Two additional mattresses to be provided as Loose Equipment for the
whole order and not for each helicopter.
• Retaining System for Primary Longitudinal Stretcher
• Retainers for Medical Devices
Medical Devices not included.
Compatible with:
Monitor/Defibrillator Lifepack 15 or Tempus Pro on Medical Rack
Ventilator Hamilton T1 on Medical Rack, or Drager Oxylog 3000 Plus
IV Pump:Eitan Medical Sapphire Infusion Pump
Portable Suction:LCSU Laerdal Suction Unit
• Adaptive Anti-Vibration Control System (AVCS) - Enhanced
• Mast Vibration Absorber (MVA)
• Hydraulic Pulsation Dampeners
• Air Conditioning System
• Nose Landing Gear Doors
• Cabin Tinted Windows
• Separation Wall with Wide Opening
Interior2.2 i - Cockpit
• Pilot and Co-Pilot Fully Adjustable Seats
Including Armrests (Qty. 1 Long, Qty. 1 Short) in Grey Colour. In lieu of Standard Seats.
• Cockpit Tinted Upper Windows
Smoked Colours. In lieu of Standard Cockpit Upper Windows
• Co-Pilot Hinged Window (Storm Window)
1 33
• Glass Windshield
• Lateral Tablet/Chart Holders for Pilot and Co-Pilot (FAA Supplement 32; Visual Flight
Rules (VFR) Single Pilot Operations) and USB Plugs for Power Supply
• Left Hand Controls Removal for Single Pilot Operations
2.3 Avionics E
• Honeywell Primus Epic Phase 8 Avionic System
Including Interactive NAVigation (INAV) PFD/MFD Map, VFR Custom Approach and Flight Plan
Upload/Download
• SmartView System (SVS)
Requires Honeywell Primus Epic Phase 8 Avionic System
• 5th Cockpit Display
• Additional Low Speed Landing Gear Aural Warning
• Enhanced Ground Proximity Warning System (EGPWS) - Provision
• Enhanced Ground Proximity Warning System (EGPWS) — Removable
• Pratt & Whitney FAST Solution
• TCAS II Honeywell TPA 100B - Provision
• TCAS II Honeywell TPA 10013- Removable
Required for VFR Night Single Pilot Operations
• Technisonic TDFM-9100 — Provision
Provisions for Two (2) -H91 TGD9PW7N 3 band modules
Includes Antennae Tri-Band options Comant CI-295-300&Rami AB924HS
Removable Equipment is Buyer furnished equipment to be installed and tested by Buyer after
delivery— under Buyer responsibility
• RC-9000 remote control head in cabin — Provision
Removable Equipment is Buyer furnished equipment to be installed and tested by Buyer after
delivery— under Buyer responsibility
• Weather Radar Honeywell IntuVue RDR-7000 Retro-Mode 660 - Provision
• Weather Radar Honeywell IntuVue RDR-7000 Retro-Mode 660 - Removable
2.4 Utility Equipment
• Cabin Extension for Baggage Accessibility
• Tail Fin Camera
• Helicopter Emergency Exit Lighting System (HEELS)
• Inlet Barrier Filter (IBF) - Provision
ARIOL?2
2 34
• Inlet Barrier Filter (IBF) - Removable
• Additional Belly Mounted Anti-Collision Light
• Winglets Strobe Lights
• Pulse Lights
• Scratch Protection Patch around Fuel Cap
• Extended Dry-Run Capability (up to 60 Minutes)
• Engine Washing Kit
• Belly Mounted Swiveling Searchlight (LH Side)
• Concorde Lead Acid Batteries
In lieu of Baseline Configuration 44 Ah and 13 Ah batteries
• Enhanced Engine Starting Kit - Batteries in Parallel
2.5 Mission Eq
• Secondary Aerolite Longitudinal Rigid Stretcher with comfort mattress
Including Quick-Removable Locking Device
• Increased Gross Weight (IGW) - 7,000 kg / 15,432 lb
AW.190J21 35
ENCLOSURE2
TRAINING
STANDARD TRAINING
Training will be conducted at any of SELLER's approved facilities at a location in the continental
United States at SELLER's choice depending on availability of Ground school, Simulator, and
Helicopter.
1. INTRODUCTION
Leonardo Training Academy(an affiliate of SELLER,and training provider on SELLER's behalf)
is an Approved Training Organisation(ATO)in accordance with EASA Part—ORA and an EASA
Part-147 Maintenance Training Organisation (MTO) certified by ENAC — Ente nazionale
Aviazione Civile (Italian Civil Aviation Authority—ICAA).
In the USA, the Leonardo US Training Academy located in Philadelphia, PA currently provides
FAA approved ground and flight training for AW119, AW109 Series, AW169 and AW139
products. The Academy moved into its new facility in early 2021; the new facility includes 3
simulator bays; currently the AW169 Full Flight Simulator (FFS) Level D and the AW139 FFS
Level D occupy the first two bays, and the third bay is for a future FFS. The AW609 FFS Level D
shares a base with the AW169 FFS, and is also undergoing certification., The range of available
courses cover the AW119,AW109,AW169,AW139 and AW189 along with aphysical expansion
of the Training facility in Philadelphia,PA.
The training program developed has been designed to provide the aircrew and the technical
personnel with knowledge and skills that are required to safely operate and maintain the AW139
helicopter model in accordance with the applicable mannuals.
The planning of the training will be agreed prior to the HELICOPTER delivery with SELLER
Training Academy (LTA) and the BUYER. It is not guaranteed that Ground and Flight training
will be consecutive. Training plans will depend on "Open Courses" availability basing on annual
calendar. Where and if possible, the training program will be harmonized with the delivery of the
HELICOPTER.
2. STUDENT CERTIFICATION
At the end of each course the instructor(s) will conduct academic and practical examinations in
accordance with the course programs.The Training School will release to the students a Certificate
and a Log of the activities performed, as applicable.
It will be the BUYER's responsibility to qualify the students as per the applicable rules in BUYER's
country.
37
4 � R
DO
3. TRAINING PROGRAM
The AW139 Training Service will be provided by an extensive usage of multimedia and emulation,
furthermore, attending personnel might be required to complete a Distance Learning Package of
instruction prior to be admitted to the courses.
Syllabus and detailed contents of the training courses shall be the ones in force at the Training
Academy at the time of training in accordance with the applicable US FAA directives, therefore,
contents are subject to change.
3.1 PILOT TRAINING
Pilot Training consists of Ground Training and Flight Training. Ground training will include
traditional classroom instruction while Flight training will consist ofbriefing/debriefings,instructor
demonstrations as necessary and student practice of flying skills and procedures.
Flight training required to be conducted in a helicopter will be conducted either on SELLER's
helicopter(if available) or on BUYER's helicopter as mutually agreed.
Flight training activity will be conducted in a simulator and on a helicopter in accordance with the
BUYER's approved training program. If there is a requirement by SELLER to conduct
familiarization in a helicopter prior to delivery of the HELICOPTER to the BUYER, this shall be
conducted in SELLER's helicopter(if available).
The SELLER shall provide the following pilot training:
3.1.1 AW139 ADDITIONAL TYPE RATING VFR/IFR SINGLE PILOT
P/N 30-T-L15-PAW
-Number of students: Six(6)
*As an alternative, should the BUYER be interested in the Multi Pilot Operations Training
Course,provided that the pre-requisites to access the course are satisfied, the SELLER will
include the following training program:
AW139 ADDITIONAL TYPE RATING VFR/IFR MULTI PILOT
P/N 30-T-L16-PAW
3.1.2 HELICOPTER CONTROL FLIGHT INTO TERRAIN(CFIT) INDUCTION COURSE
P/N 30-T-L5I-PAW
-Number of students: Six(6)
3.2 TECHNICIAN TRAINING
Maintenance course covers the helicopter and/or system maintenance procedure as described in the
related Maintenance Manuals.
The training program will include the following courses:
38
4 � R
DO
3.2.1 AW139 AIRFRAME MAINTENANCE TYPE TRAINING COURSE
(THEORETICAL ELEMENTS) P/N 30-T-096-T-AW
-Number of students: Six(6)
3.2.2 AW139 AVIONIC MAINTENANCE TYPE TRAINING COURSE (THEORETICAL
ELEMENTS)P/N 30-T-294-T-AW
-Number of students: Three(3)
3.2.3 AW139 AIRFRAME MAINTENANCE TYPE TRAINING COURSE
(PRACTICAL ELEMENTS) P/N 30-T-097-T-AW
-Number of students: Six(6)
3.2.4 AW139 AVIONIC MAINTENANCE TYPE TRAINING COURSE (PRACTICAL
ELEMENTS)P/N 30-T-100-T-AW
-Number of students: Three(3)
AW.190J2 39
4 � R
DO
GENERAL CONDITIONS RULING TRAINING AT THE TRAINING SCHOOL
a) The courses shall be conducted at any of SELLER's approved facilities in the continental United
States at the SELLERS choice depending on the type of certification and
Classroom/Simulator/Helicopter availability.
b) The training provided with this CONTRACT shall be used between six (6) months prior to or
eighteen (18) months after each HELICOPTER delivery. Unused training entitlement expires
eighteen(18)months following last HELICOPTER delivery.
c) This Enclosure and relevant rights and obligations are not transferable in total or in part to any third
party upon sale of the HELICOPTER by BUYER.
d) Should the BUYER not use any of the benefits and/or rights granted herein for any cause of
whatsoever nature except at fault of the SELLER, no credit will be recognized in favor of the
BUYER for the unutilized part of the training services provided under this Enclosure.
e) The copyright of all supporting material,documentation and training aid produced by SELLER for
the purpose of Training Services and provided to the BUYER and/or Trainee(s) during the course
is owned by SELLER. Neither BUYER nor Trainee is permitted to make use of this training
documentation for the benefit of third parties or to reproduce any training documentation,material,
picture,presentation, multimedia,in whole or part for any reason without prior written permission
from SELLER.
f) Attending Pilots shall possess a current and valid Helicopter Pilot License issued by a civil or
military(military license only for Helicopters that will not be registered in a Civil register)Aviation
Authority,be single pilot and multi engine rated with at least 70 hours as pilot in command of multi
engine helicopters, and hold a current flying medical category. In case of any pilots only certified
VFR,the SELLER shall only provide VFR Type Rating flight training.Additionally,the attending
pilots shall:
— Hold at least the Valid PPL(H) license; and
— Demonstrate a good command of the English language (ICAO Level 4 as a minimum);
— Further, in case of IFR Training (Instrument Type Rating Training), the applicant shall
demonstrate the following:
— Hold at least the Valid PPL(H) license and a valid Multi Engine Instrument Rating (H)
with no less than 150 hours of IFR experience; and
— Demonstrate to have at least the theoretical knowledge for the ATPL(H) and a valid Multi
Engine Instrument Rating (H).
g) Technicians shall possess a current Part 66 Aircraft Maintenance License issued by a civil or
military (military license only for Helicopters that will not be registered in a Civil register)
regulatory agency, shall be rated on existing twin engine helicopter model and shall have at least a
2.5-year experience in turbine powered helicopter maintenance.
40
The attending Technicians shall demonstrate a good command of the English language (ICAO
Level 3 as a minimum).
Note: If the applicant does not possess the required license (i.e. license issued by a military or
National Regulatory agency), the Certificate released at the end of the courses completion will not
include any reference to the SELLER MTO.
Note: This course only partially completes the Elements of Part-66 requirements to obtain the Type
Ratings and operate as a B1.3 certifying staff.
Note: Examination only, in case of failure, may be retaken by the applicant after not less than 30
days.
h) SELLER reserves the right to exclude from the Training courses the attending Pilots and/or
Technicians who do not meet the above requirements,in such case SELLER will not recognize any
credit for the course booked but not used by the BUYER personnel.
i) In case the pilot flight training will require the use of the BUYER's HELICOPTER, then the
BUYER's HELICOPTER will need to be made available for this purpose, after acceptance and
delivery within the CONTRACT. Daily inspections and normal servicing of BUYER's
HELICOPTER during flight training conducted at SELLER facilities will be performed at
BUYER's costs. BUYER's HELICOPTER, systems, spare parts, special tools and GSE, will be
utilized,if necessary, for maintenance and/or flight training.
j) Should a Pilot or Technician require a letter of invitation for VISA purposes, the request must be
sent with enough notice to the Training Academy Operations Department with the following
information:
I. Training Course Title and Date of Course;
ii. Participants full name, organization,job title and data and place of birth;
iii. Passport number including dates of issue and expiry;
iv. Fax number, e-mail and postal address;
v. Date of arrival into and departure.
Invitation letters will be issued exclusively to course participants.
Any delay in arriving to the Training Academy's due to VISA problems will lead to the loss of
training related course entitlements.
k) Course Planning.All courses(Ground or Flight)shall be planned as soon as possible and confirmed
in writing to the SELLER's Training Operations Department as least two (2) months before the
course starting date. Planned courses can be changed up to eight(8)weeks before the start of the
course. Student's names, bio-data forms, information, passports copies, licenses copies and
confirmation of experiences must be received six(6)weeks prior to the course. Any changes after
six (6) weeks or non-confirmation of student's names, bio-data, information, passports, licenses
and confirmation of experiences prior the start of the course will result in the loss of related training
entitlements. Any expenses incurred by the SELLER due to planning amendments or substitutions
of students required by the BUYER will be recharged to the BUYER. Non-attendance or delay of
41
4 � R
DO
the BUYER at any of the scheduled training courses, Le Ground element or helicopter sorties may
result in the subject student being required to attend next available Ground or helicopter slot.
Should the BUYER personnel not achieve the required standard at the end of the ground course
hours/weeks allocated, SELLER,at its sole discretion,will reserve the right to exclude the BUYER
personnel form the remaining part of the courses, in such a case, the course will be accounted as
fully used by the BUYER and SELLER will not recognize any partial credit for the part of the
course not used by the BUYER personnel.
SELLER has the right to terminate the training for any Trainee any time during a course according
to the failure policy as defined in the applicable Exposition Manuals (e.g. disciplinary reasons,
underperformance).
1) All BUYER's Trainees shall have with her/him a current and valid passport, visa, license, ready
for presentation on arrival at the Training Facilities.
m) Course Group Leader. BUYER will appoint one group-leader for each course, who will be
responsible for the students and for all communications with the SELLER School staff. To this
extent SELLER's liability is limited to the accomplishment of the instruction required.
n) Board, lodging and local transportation. All students' expenses for travel (including flight tickets
to — from Customer Location and the applicable SELLER's approved training facilities),
transportation to - from school location(s), boarding and lodging, insurance coverage, including
Ground and Flight Risks of the BUYER personnel and medical assistance will be borne by the
BUYER.
o) Language.The courses and the classroom texts are in English.Therefore,students shall have a good
command of the English language,both written and spoken. If translation is required, the BUYER
will need to plan this with the Training Academy as soon as possible (at least 6 months in advance)
the availability of dedicated courses with translators. It is not guaranteed that it will be possible to
organize a dedicated course in the timeframe required by the BUYER. In case of courses with
translators, there will be an additional fee for the BUYER and the course duration has to be
reconsidered. No translators provided by the BUYER are permissible in the open courses.
p) Any supporting material, documentation and training aid provided during the courses is intended
for training purposes only and may therefore only be used for training purposes during the course.
It shall not be used for any other activity including,but not limited to, flight operations or aircraft
maintenance by the BUYER and/or his personnel.
q) Helicopter Insurance during the training. Buyer at its sole expenses shall procure and maintain or
shall cause to be maintained in full force for the entire duration of the training activities a policy of
insurance as below:
■ Helicopter Liability(including Trainees and other Passenger Liability and Public Liability)
in respect of the Buyer-owned helicopter on board of which the training is carried out in
42
IDWOPIERS
the minimum amounts of USD $33,600,000 or equivalent in other currencies any one
occurrence/helicopter.
The Buyer shall ensure that the Seller, its officers, directors, employees, agents, the pilot
and Seller's training services suppliers shall be named as Additional Insured's in the policy.
■ Helicopter Hull All Risks (ground and in flight)including War risks in respect of the
Buyer-owned helicopter on board of which the training is carried out. Limit: The Buyer-
owned helicopter value.
The Buyer shall furthermore cause the Insurers of the policies to waive their rights of
subrogation against Seller, its officers, directors, employees, agents,the pilot and Seller's
training services suppliers.
An insurance certificate evidencing compliance with the present clause shall be submitted to Seller
at least 15 (fifteen) days before to start the training activity.
Should the Buyer not be able to provide evidence of an appropriate insurance as required above
before Training start date, then the Seller, reserve the right to insure the helicopter at its sole
discretion for Liability and Hull Risks and the Insurance costs will be charged to the Buyer at a fee
of USD $168 per every USD $1,000,000.00 of the helicopter values per Hour of flight.
Buyer and Trainees will also undertake to relieve in writing Seller,its officers, directors,
employees, agents,the pilot and Seller's training services suppliers from any damage or
claims that may arise from the activity connected with training,including any accident to
the helicopter body and/or to a third party.
r) For FAA License Holders Only. The United States Transportation Security Administration (TSA)
screens and grants candidates permission to train at all Federal Aviation Administration (FAA)
regulated flight schools. BUYER's personnel are required to complete an application prior to
beginning flight training in accordance with 49 U.S.C.44939 and 49 CFR 1552.
Foreign pilots and non-U.S. citizens/nationals seeking a new initial type rating and pilots requiring
recurrent training need to obtain TSA screening and permission to train.
Once our Training Academy confirms the training schedule and course details, foreign pilot
candidates need to apply on-line at least sixty (60) days prior to their first scheduled full-flight
simulator date.
Without evidence of TSA approval, SELLER is not allowed to start any kind of FAA
FFS/Helicopter training.
43
ENCLOSURE3
SERVICES
AW139
44
AW.11
.. .....
INTRODUCTION
This Enclosure is composed by the following two (2)parts:
■ Part I— DIGITAL ENABLERS: digital systems, made available by the SELLER to the
BUYER, for the provision of the SERVICES defined in the Part II of this Enclosure.
■ Part II — INITIAL SERVICES: set of services made available by the SELLER to the
BUYER at the HELICOPTER delivery.
45
4 � R
DO
PART I—DIGITAL ENABLERS
List of SELLER' Digital Enablers enabling the provision of the INITIAL SERVICES:
■ Leonardo Customer Portal
■ Heliwise
■ Skyflight Mobile
■ Helilink
■ Amerigo®suite,including Amerigo4Flight and Amerigo4Mobile
1. LEONARDO CUSTOMER PORTAL
The Leonardo Customer Portal is the web portal designed and developed by SELLER for the supply of
services, documentation and exchange of information for the maintenance and operation of the
HELICOPTER,including but not limited to:
■ technical documentation;
■ engineering services;
■ access to Digital Enablers and other applications used to provide specific services;
■ access to the store for requests of quotations and order processing.
BUYER acknowledges and agrees that registration, access to and use of Leonardo Customer Portal is
subject to the acceptance by BUYER of the Terms and Conditions of Use of Leonardo Customer Portal
(available at https://customeEportalleonardocoin any.coin).
2. HELIWISE,HELILINK, SKYFLIGHT MOBILE,AMERIGO® SUITE
(collectively the "Systems"and individually each a"System")
2.1. Description of the Systems
2.1.1. Heliwise
Heliwise is a web-based software system designed and developed by SELLER to collect Health & Usage
Monitoring System(HUMS)data from the helicopters equipped with Leonardo HUMS kit and to visualize
the following:
■ a list of maintenance alerts (so called Arising, generated when some data overcome
limits/thresholds in accordance with rules defined by SELLER);
■ measurements/data/results received from the helicopters and processed by the ground station,
including the possibility of comparing fleet data.
HUMS data managed and visualized by Heliwise system may include:
■ Metrics (Flight hours, Engine hours, landings, Take-offs, APU cycles, etc).
46
4 � R
DO
IDWOPIERS
■ Transmission Vibration Monitoring.
■ Rotor Health/Rotor Track and Balance.
■ Faults/Exceedances.
■ Alarms (Warnings and Cautions).
■ Structural Usage Monitoring (through the continuous recording of aircraft flight parameters).
BUYER acknowledges and agrees that access to Heliwise system,and any updates,for the HELICOPTER,
is available only through Leonardo Customer Portal upon prior BUYER registration in accordance with
Clause 1 above.
2.1.2. Skyflight Mobile
Skyflight Mobile is a software application designed and developed by SELLER, which includes a set of
functionalities and data in aid to the helicopters flight operations.
Skyflight Mobile is available for download, for the HELICOPTER,via applicable app store.
2.1.3. HeliLink
HeliLink is a software application designed and developed by SELLER, which include a set of
functionalities to remotely support BUYER during troubleshooting and maintenance of the helicopters.
HeliLink is available for download, for the HELICOPTER, via applicable app store and requires BUYER
registration to Leonardo Customer Portal in accordance with Clause 1 above.
2.1.4. Amerigo®suite
Amerigo® is the Technical Publications browser/viewer designed and developed by SELLER to consult
Technical Publications on PC desktop/laptop. The suite includes:
■ Amerigo4Mobile:web-based application to consult Maintenance Technical Publications(IETP)on
mobile devices (e.g. tablet, smartphone).
■ Amerigo4Flight: application to consult Operational Technical Publications on mobile devices (e.g.
tablet, smartphone).
The BUYER acknowledges and agrees that access to Amerigo® suite, and any updates, for the
HELICOPTER, is available through Leonardo Customer Portal upon prior BUYER registration in
accordance with Clause 1 above.
2.2. Additional Terms and Conditions applicable to the Systems
The BUYER acknowledges and accepts that the following terms and conditions apply to the provision of
each System,in addition to the above and the CONTRACT.
2.2.1. Intellectual Property Rights and Confidentiality
2.2.1.1.The BUYER acknowledges and agrees that the System operates and functions on the basis of
proprietary and confidential intellectual property not belonging to the BUYER, owned or licensed to the
SELLER("SELLER IP") and that all the SELLER IP shall remain vested exclusively with the SELLER or
its licensor.No rights conferred to the BUYER shall include any granting of ownership on SELLER IP for
any purpose whatsoever; and the rights and obligations of the SELLER shall be limited to those rights and
47
4 � R
DO
obligations expressly set forth herein.
2.2.1.2.For the avoidance of doubt, SELLER shall not provide any source codes, mathematical models or
data to support continued airworthiness and any supplier's or other third party's data in SELLER's
possession related to parts or components supplied by such supplier or third party.
2.2.1.3.The BUYER agrees that the BUYER right to use the System in accordance with the relevant
manual(s) does not imply:
(1) any licensed right of access to drawings, source codes of any System component,validation data,
interface control data and/or design documentation;
(ii) any use or treatment of aircraft data;
(iii) any grant of any license of any right over any such SELLER IP unless expressly provided herein.
2.2.1.4. Subject to the terms and conditions set forth herein and to the CONTRACT terms and conditions,
for each HELICOPTER, SELLER grants to BUYER a royalty-free,non-exclusive,non-sub licensable,non-
transferable and revocable right of use of the System for a period of five(5)years from Delivery of the first
HELICOPTER, for the sole intended and designated purpose of each System, as described in Clause 2.1.1,
2.1.2, 2.1.3 and 2.1.4 respectively.
2.2.1.5.Updates may be made available from time to time by SELLER through Leonardo Customer Portal
and will be subject to these terms and conditions.
2.2.1.6.BUYER agrees to preserve all SELLER IP and labels and the copyrights and/or trademarks related
to the software and its associated documentation or any other items or materials provided by SELLER.
2.2.1.7.The BUYER shall not:
a) use the Systems, in whole or in part, for any purposes other than the one specified hereby
and in accordance with applicable documentation;
b) reverse engineer, decrypt, de-compile or disassemble, in whole or in part, the System or
otherwise attempt to reconstruct or discover the source or object code or underlying ideas,
algorithms, file formats, programming or interoperability interfaces;
c) modify or create derivative works and/or alter, adapt, change, enhance, or otherwise
translate into any human or machine-readable form, the System, in whole or in part, nor
use it to further design or manufacture any part or piece of equipment thereof,
d) copy the System, except as may be specifically permitted herein or in the documentation;
e) either sell, license or transfer the System in whole or in part to any third parry, unless with
the prior written consent of SELLER;
f) use or incorporate System, in whole or in part, in any item or service made available to a
third party on a commercial basis or otherwise except for BUYER's operation as described
herein and after a prior written consent from SELLER;
g) use or incorporate any SELLER IP in any BUYER's capabilities/production,without prior
written agreement with the SELLER;
h) make available or otherwise disclose to any third party the SELLER's SELLER IP or any
part thereof, or any related information, without the prior written consent of the SELLER;
AW,P1WL?2 2- 48
4 � R
DO
i) authorize others to do any of the foregoing.
2.2.1.8.The BUYER shall be responsible for and procure that its subcontractors and any third party
will abide by all of its obligations set out above.
2.2.1.9.To the extent allowed by law, the SELLER may disclose information, data and other
communications of whatsoever kind, which contain trade secrets of financial, commercial, and scientific
importance or technical information and data and such information and data shall be treated in strict
confidence by the BUYER and shall not be disclosed to any third party without prior written consent of the
SELLER.
2.2.1.10. The foregoing provisions are intended to survive the full performance and/or termination
of the provision of Systems.
2.2.2. Warranty
2.2.2.1. SELLER shall ensure that, upon delivery, the Systems are operational. BUYER expressly
acknowledges and agrees that the use of the Systems is at its sole risk and that the entire risk as to
satisfactory quality,performance,accuracy and effort is with BUYER save only as provided in the Warranty
provisions of Enclosure 5.
2.2.2.2.Except as otherwise herein provided with respect to the services and capabilities listed in Enclosure
3, the Systems and any updates are provided "as is" and "as available",without warranty of any kind, and
the SELLER hereby disclaims all warranties including, but not limited to, the implied warranties and/or
conditions of merchantability, of satisfactory quality, of fitness for a particular purpose.
2.2.2.3.Any query or request for support concerning the Systems (e.g. anomalies detection) shall be
submitted by BUYER through the Leonardo Customer Portal. SELLER will provide its feedback,with no
guarantee of performance or timing or level of services.
2.2.2.4.No oral or written information or advice given by the SELLER or its authorized representative shall
create a warranty.
2.2.2.5.The SELLER may change or discontinue any aspect or feature of the Systems or the use of all or
any features or technology in the Systems or the third party software at any time without prior notice to
BUYER.
2.2.2.6.As the BUYER's sole remedy,in case of any error is discovered into the Systems to be notified no
later than 10 (ten) calendar days as of the date the error has been discovered, the SELLER shall address
such error through corrective action or workaround solutions.
2.2.2.7.To the extent permitted by the applicable law, the warranty and remedy set forth herein are
exclusive and expressly in lieu of all other warranties, expressed or implied and the BUYER hereby waives
and releases from any and all other warranties, remedies and/or liabilities including the warranties of
merchantability and fitness for a particular purpose.
2.2.3. Disclaimer and Indemnity
2.2.3.1.The Systems are not intended to substitute any maintenance planning, relevant operations
prescribed in the applicable technical publications made available by SELLER, as they may be amended
from time to time, or other written directions from SELLER or its approved vendors at any time.
49
4 � R
DO
2.2.3.2.To the extent permissible under applicable law,the SELLER's liability shall be strictly limited to
the direct prejudice sustained by BUYER in the course of normal use of the Systems, to the exclusion of
any indirect prejudice, including loss of revenues or profits, operating loss, and/or loss of data,
notwithstanding the fact that the SELLER has been informed of the possible occurrence of such damages.
2.2.3.3.To the extent set forth by Florida Statute §768.28, BUYER shall indemnify and hold harmless the
SELLER and its suppliers from and against all claims and liabilities (including claims by third parties),
causes of action, losses, costs and expenses (including reasonable attorneys' fees), incident thereto or
incident to successfully establishing the right to indemnification, for injury to or death of any persons, or
for loss of or damage to any property, including, without limitation, any aircraft, arising out of or in any
way relating to modifications, misuse of the System, use of the System outside the purpose herein, any
breach,negligence, omission,or non-compliance with any of the obligations and limitations set out herein,
except to the extent of any obligation, liability, claim due to fault or negligence of the SELLER.
2.2.3.4.The BUYER's obligations under this Clause shall survive the expiration or termination of the
provision of the Systems.
2.2.4. Termination and expiry
2.2.4.1.The SELLER may terminate the supply of Systems,upon written notice,in case of material breach
by BUYER of the obligations and limitation set forth herein.
2.2.4.2.Upon termination or expiry, as applicable, the BUYER shall immediately destroy the Systems'
software,including all copies and modifications,if any.
2.2.5. Renewal
2.2.5.1.The supply of Systems after the expiry of the initial 5-year term from Delivery of the first
HELICOPTER, shall be subject to dedicated agreements entered into between the BUYER and the
SELLER.
50
4 � R
DO
PART II—INITIAL SERVICES
List of SELLER' INITIAL SERVICES:
• Engineering Services Foundation—Basic Services ("ESF Basic Services").
• Skyflight Mobile Service.
1. ENGINEERING SERVICES FOUNDATION (ESF)—BASIC SERVICES
The SELLER shall provide the BUYER with the basic engineering services as listed below
(hereinafter referred to as "ESF Basic Services"), for a period of 5 (five) years from the first
HELICOPTER delivery, subject to acceptance by the BUYER, on or before the first HELICOPTER
delivery, of the ESF Agreement(available at https://custom erportalleonardocompany.com).
The ESF Basic Services,include:
• Technical Support Services:
• Technical Query(TQ)Answering
• Repair Solutions
• Technical Investigations requested by SELLER
• Basic HUMS Support
• Technical Publications Services:
• Operational Technical Publications
• Operational Suitability Data
• Maintenance Technical Publications
• Technical Publications for STC owned by SELLER
• GSE& Tools Technical Publications
• Technical Publications Query(TPQ) Answering
• Technical Instructions
• Information Letters/Technical Communications
• Software Services:
• Airborne Software distribution
• Ground Maintenance Software distribution
• Modification Services.
• Fleet Data Exchange-based Services.
For engineering services related to the standalone engine, including engine technical publications, the
BUYER shall refer to the relevant engine manufacturer(Pratt& Whitney Canada).
51
4 � R
DO
Any supply of ESF Basic Services after the expiry of the initial 5-year term from Delivery of
the first HELICOPTER, and /or the supply of engineering services on SELLER's catalogue
not included within the ESF Basic Services (hereinafter referred to as "ESF Catalogue
Services"), shall be subject to appropriate dedicated agreements entered into between the
BUYER and the SELLER.
2. SKYFLIGHT MOBILE SERVICE
Subject to the terms and conditions set forth herein and acceptance of the Skyflight Mobile Service
Agreement (available at https://customep2ortalleonardocompan, .com), for each HELICOPTER the
BUYER is entitled to five (5)years, from the first HELICOPTER Delivery, Skyflight Mobile Service
through the Skyflight Mobile software application as indicated in Part I Clause 2.1.2 ), including:
• Initial service activation;
• One access comprehensive of 4 nominal accounts,for each HELICOPTER Tail Number;
• Access to the entire fleet from each nominal account;
• Standard Maps.
For the activation of the Skyflight Mobile Service, BUYER shall contact SELLER by email at:
skyfli ht.sup ort a>,leonardo.com.
52
ENCLOSURE4
ADDITIONAL SERVICES
AW.11-3 1 53
4 � R
DO
HEUMPIERS
ADDITIONAL SERVICES
None.
54
ENCLOSURE5
WARRANTY
AW."PJ2 �� 55
COMMERCIAL WARRANTY POLICY
HELICOPTERS, SPARE PARTS, TOOLS AND GROUND
SUPPORT EQUIPMENT
4 � R
DO
TABLE OF CONTENTS
INTRODUCTION
WARRANTY FOR NEW COMMERCIAL HELICOPTER
WARRANTY OF PURCHASED NEW SPARE PARTS AND OF TOOLS/GROUND SUPPORT
EQUIPMENT
WARRANTY OF PURCHASED OVERHAULED SPARE PARTS
WARRANTY OF PURCHASED USED/REPAIRED/RECONDITIONED SPARE PARTS AND
OF REPAIR AND/OR OVERHAUL ACTIVITIES
SPARE PARTS AND TOOLS/GROUND SUPPORT EQUIPMENT WARRANTY ESCLUSIONS
AND DISCLAIMER
WARRANTY CLAIMS FILING
MAINTENANCE MALFUNCTION INFORMATION REPORT ("MMIR")AND WARRANTY
REMEDIES
RETURN PROCEDURE OF CORE PARTS AND/OR GROUND SUPPORT EQUIPMENT
RETURN OF UNUSED SPARE PARTS AND TOOLS/GROUND SUPPORT EQUIPMENT
AW.190J2
2 57
4 � R
DO
IffibirOPIERS
INTRODUCTION
This COMMERCIAL WARRANTY POLICY (the "WARRANTY")provided by the SELLER applies to
each new helicopter manufactured by the SELLER (the "HELICOPTER"). The HELICOPTER shall be
operated in accordance with civil aviation regulations and SELLER rotorcraft flight manual and shall be
maintained in accordance with SELLER technical publications.
This WARRANTY also provides procedures and provisions applicable to spare parts,tools/ground support
equipment.
No person, corporation or organization, including SELLER service centers and/or distributors, has any
express or implied right or authority to assume or to create any obligation or responsibility on behalf of or
in the name of the SELLER or to bind the SELLER in any manner whatsoever in connection with the sale
of the HELICOPTER and parts,nor to grant any warranty other than this WARRANTY nor to change any
of the terms hereof. Modifications to this WARRANTY shall be deemed valid only if agreed in writing by
the SELLER.
NO STATEMENT, WHETHER WRITTEN OR ORAL, MADE BY ANY PERSON,
CORPORATION OR ORGANIZATION INCLUDING SELLER SERVICE CENTERS OR
DISTRIBUTORS MAY BE TAKEN AS A WARRANTY NOR WILL IT BIND SELLER.
ARIOL?2
2 58
4 � R
DO
WARRANTY FOR NEW COMMERCIAL HELICOPTER
THREE YEARS/2,000 HOURS
SELLER warrants that, at the time of delivery, the HELICOPTER is free from defect in material and
workmanship under normal use and service. SELLER's obligations under this WARRANTY are limited to
the repair or replacement of parts which are determined to SELLER's reasonable satisfaction to have been
defective within the first two thousand (2,000) flight hours of operation or three (3) years after
HELICOPTER delivery,whichever occurs first, and to shipment of the parts by SELLER or, at SELLERS
sole discretion, the reimbursement of reasonable freight charges for the shipment of the parts. For parts
subject to retirement life or overhaul period, a prorated charge will be applied to the BUYER for the
replacement parts,prorating the hours of total use against the then applicable part retirement life or overhaul
period. During the first three hundred (300) flight hours or eighteen (18) months, whichever occurs first,
after delivery of the HELICOPTER, SELLER will reimburse the BUYER for reasonable labor charges
associated solely with warranty related replacements;no other labor charges will be reimbursed.Spare parts
installed as warranty replacement on the HELICOPTER under this WARRANTY will be covered for the
remaining period under this WARRANTY. Defective parts shall be reported in writing to SELLER within
thirty (30) calendar days of being found defective. Warranty replacements may be with either new or
reconditioned parts, at SELLER's sole discretion. Warranty repairs or replacements are conditional upon
the BUYER compliance with SELLER instructions for defective parts. This WARRANTY will not apply
in case of failure to comply with its terms and conditions, at SELLER's sole discretion.
NOTE: parts, components and assemblies of HELICOPTER may have been restored or reworked due to
marks,blemishes, dents or other irregularities incurred during the manufacturing process. Such restoration
and/or rework are permitted under SELLER's approved manufacturing and engineering processes and
guidelines. The restoration and/or rework so completed do not render such items defective in material or
workmanship.
TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, THIS WARRANTY IS GIVEN
AND ACCEPTED BY THE BUYER 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 A
PARTICULAR PURPOSE AND (II) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
REMEDY, SUBJECT TO ANY MANDATORY PROVISION TO THE CONTRARY UNDER THE
APPLICABLE LAW.
1 59
4 � R
DO
To the extent permitted by the applicable law, the BUYER's sole remedy in case of any defect in the
HELICOPTER is the repair or, at SELLER's sole discretion, the replacement of the HELICOPTER
defective parts and reimbursement of reasonable freight charges for the shipment of the parts as provided
herein.
Except in case of SELLER's gross negligence or willful misconduct, SELLER excludes and disclaims
liability,for any costs, expenses,damages of whatsoever nature including but not limited to, loss of profits,
loss of revenues due to the unavailability or grounding of HELICOPTER or otherwise.
SELLER makes no warranty, and excludes and disclaims all liability with respect to: (1) work performed
by third parties at BUYER's request; and(ii) engines, engine accessories; and(iii) Honeywell EPIC (only
for AW139); and(iv) APU & APU accessories (only for AW189); and (v) BUYER-furnished equipment;
and (vi) BUYER selected third party manufactured equipment not installed on the HELICOPTER by the
SELLER
For any of the aforementioned items the applicable warranty shall be the warranty provided by the
appropriate third-party original manufacturer,which BUYER shall be entitled to enforce against such third-
party original manufacturer only and not against SELLER.It shall be BUYER's sole responsibility to obtain
the warranty documentation in force from time to time from third-party original manufacturer, regardless
of whether SELLER shares any such relevant documentation from time to time with BUYER, which
documentation shall not be an integral part of this warranty policy.
This WARRANTY shall not apply to any HELICOPTER or part thereof which: (1) has been repaired or
altered outside SELLER's factory;or(ii)which has been subj ect to misuse,negligence or accident.Repairs
and alterations which use or incorporate parts and components not purchased from SELLER are not covered
by this WARRANTY.
SELLER makes no warranty and excludes and disclaims all liability with respect to components or parts
damaged by, or worn due to, corrosion, and/or normal wear and tear including paint and environmental
damage. SELLER makes no warranty and excludes and disclaims all liability for tires, bulbs and
consumables (wear items) which are defined as items required for normal and routine maintenance or
replaced at scheduled intervals shorter than the warranty period. Consumables include but are not limited
to engine and hydraulic oil, oil filters, packings and O-rings, anti-corrosion and/or sealing compounds,
brush plating material, nuts, bolts, washers, screws, fluids, compounds, and standard HELICOPTER
hardware available to HELICOPTER operators from sources other than SELLER.
WARRANTY OF PURCHASED NEW SPARE PARTS AND OF TOOLS/GROUND SUPPORT
EQUIPMENT
60
4 � R
DO
SELLER warrants that, at the time of delivery, the new spare parts and the tool/ground support equipment
sold by the SELLER are free from defects in material and workmanship under normal use and service if
installed on applicable helicopter manufactured by the SELLER. SELLER obligations under this
WARRANTY are limited to the:
• repair or replacement of spare parts which are determined at SELLER' satisfaction to have been
defective within one thousand(1,000) flight hours of operation or one (1)year after installation or
three (3)years after the delivery of the defective spare part to the BUYER.whichever occurs first;
• replacement or repair of tools/ground support equipment which are determined at SELLER's
satisfaction to have been defective within one (1) year after the delivery of the defective
tools/ground support equipment to the BUYER,
• Shipment of the spare parts/tools/ground support equipment by SELLER or, at SELLERS sole
discretion, reimbursement of reasonable freight charges for the shipment of the spare
parts/tools/ground support equipment.
New spare parts and tools/ground support equipment supplied by the SELLER as warranty replacement
under this WARRANTY will be covered for the remaining period of the original warranty or the new spare
part/tools/ground support equipment warranty,whichever is most advantageous for the BUYER. For parts
subject to retirement life or overhaul period a prorated charge will be applied to the BUYER for the
replacement parts,prorating the hours of total use against the then applicable part retirement life or overhaul
period.
Defective parts, tools/ground support equipment shall be reported in writing to SELLER within thirty (30)
calendar days of being found defective. Warranty replacements of parts, tools/Ground Support Equipment
may be with either new or reconditioned parts, at SELLER' sole discretion. Warranty repairs or
replacements are conditional upon the BUYER complying with SELLER instructions for defective parts,
tools/ground support equipment. This WARRANTY shall not apply in case of failure to comply with its
terms and conditions, at SELLER sole discretion.
NOTE: parts, components, assemblies, tools/ground support equipment may have been restored or
reworked due to mars, blemishes, dents or other irregularities during the manufacturing process. Such
restoration and/or rework are permitted under SELLER's approved manufacturing and engineering
processes and guidelines. The restoration and/or rework so completed do not render such items defective
in material or workmanship.
TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, THIS WARRANTY IS GIVEN
AND ACCEPTED BY THE BUYER IN PLACE OF (I) ALL OTHER WARRANTIES OR
61
4 � R
DO
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND (II) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
REMEDY, SUBJECT TO ANY MANDATORY PROVISION TO THE CONTRARY UNDER THE
APPLICABLE LAW.
WARRANTY OF PURCHASED OVERHAULED SPARE PARTS
SELLER warrants that, at the time of delivery, each purchased overhauled spare part is free from defects
in material and workmanship under normal use and service and if installed on applicable helicopter
manufactured by the SELLER. SELLER's obligations under this WARRANTY are limited to the:
• repair or, at SELLER's sole option, the replacement of parts which are determined at SELLER's
satisfaction to have been defective within one thousand(1,000) flight hours of operation or one (1)
year after installation or two(2)years after the delivery of the part to the BUYER whichever occurs
first;
• Shipment of the overhauled spare parts by SELLER or, at SELLERS sole discretion,
reimbursement of reasonable freight charges for the shipment of the overhauled spare parts.
Overhauled spare parts supplied by the SELLER as warranty replacement under this WARRANTY will be
covered for the remaining period of the original warranty or the overhauled spare part warranty,whichever
is most advantageous for the BUYER.A prorated charge will be applied to the BUYER for the replacement
parts,prorating the hours of total use against the then applicable overhaul period.
Defective overhauled parts shall be reported in writing to SELLER within thirty(30)calendar days of being
found defective. Warranty repairs are conditional upon the BUYER complying with SELLER instructions
for defective parts. This WARRANTY will not apply in case of failure to comply with its terms and
conditions, at SELLER's sole discretion.
NOTE: parts, components and assemblies may have been restored or reworked due to marks, blemishes,
dents or other irregularities during the manufacturing process. Such restoration and/or rework are permitted
under SELLER's approved manufacturing and engineering processes and guidelines.The restoration and/or
rework so completed do not render such items defective in material or workmanship.
TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, THIS WARRANTY IS GIVEN
AND ACCEPTED BY THE BUYER 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 A
62
4 � R
DO
PARTICULAR PURPOSE AND (II) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
REMEDY, SUBJECT TO ANY MANDATORY PROVISION TO THE CONTRARY UNDER THE
APPLICABLE LAW.
WARRANTY OF PURCHASED USED/REPAIRED/RECONDITIONED PARTS AND OF
REPAIR AND/OR OVERHAUL ACTIVITIES
SELLER warrants that, at the time of delivery, each purchased used/repaired/reconditioned spare part and
each BUYER's property part repaired and/or overhauled by the SELLER is free from defects in material
and workmanship under normal use and service and if installed on applicable helicopter manufactured by
the SELLER. SELLER's obligations under this WARRANTY are limited to the:
• repair or,at SELLER's sole discretion,replacement of used/repaired/reconditioned parts which are
determined at SELLER's satisfaction to have been defective within five hundreds(500)flight hours
of operation or six (6) months after installation or one (1) year after the delivery of the
used/repaired/reconditioned part to the BUYER,whichever occurs first; and
• reimbursement of reasonable freight charges for the shipment of the parts
For BUYER's property part repaired and/or overhauled by the SELLER, the warranty applies only to the
replaced parts and workmanship involved in the repair/overhaul/reconditioning.
Replacement parts supplied by the SELLER as warranty replacement under this WARRANTY will be
covered for the remaining period of the original warranty or the replacement part warranty, whichever is
most advantageous for the BUYER.
For parts subject to retirement life or overhaul period a prorated charge will be applied to the BUYER for
the replacement parts, prorating the hours of total use against the then applicable part retirement life or
overhaul period.
Defective parts must be reported in writing to SELLER orders administration within thirty (30) calendar
days of being found defective. Warranty repairs or overhauls are conditional upon the BUYER complying
with instructions for defective parts. This WARRANTY will not apply in case of failure to comply with its
terms and conditions, at SELLER's sole discretion.
NOTE: parts, components and assemblies may have been restored or reworked due to mars, blemishes,
dents or other irregularities during the manufacturing process. Such restoration and/or rework are permitted
under SELLER's approved manufacturing and engineering processes and guidelines.The restoration and/or
rework so completed do not render such items defective in material or workmanship.
63
4 � R
DO
TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, THIS WARRANTY IS GIVEN
AND ACCEPTED BY THE BUYER 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 A
PARTICULAR PURPOSE AND (II) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
REMEDY, SUBJECT TO ANY MANDATORY PROVISION TO THE CONTRARY UNDER THE
APPLICABLE LAW.
SPARE PARTS AND TOOLS/GROUND SUPPORT EQUIPMENT WARRANTY EXCLUSIONS
AND DISCLAIMERS
The following warranty exclusions and disclaimers apply to each of the spare parts and tools/ground support
equipment warranties described under paragraphs 2, 3 and 4 above.
The spare parts and tools/ground support equipment warranties described under paragraphs 2,3 and 4 above
are the sole warranties provided by SELLER with respect to spare parts and tools/ground support
equipment, whether new, overhauled, or used/repaired/reconditioned, and to repair/overhaul activities. To
the extent permitted under the applicable, the SELLER's sole obligation in case of any defect in a part
covered by any such spare parts and tools/ground support equipment warranty shall be the repair or, at
SELLER's option, the replacement of HELICOPTER parts and shipment of the part by SELLER or, at
SELLERS sole discretion, reimbursement of reasonable freight charges for the shipment of the part as
provided herein. Except in case of SELLER's gross negligence or willful misconduct, SELLER excludes
and disclaims liability for any cost, expenses,and damages of whatsoever nature,including,but not limited
to loss of profits, loss of revenues due to the unavailability or grounding of HELICOPTER or otherwise.
This WARRANTY shall not apply to spare parts and tools/ground support equipment which:
• Have not been purchased from the SELLER by the BUYER; and/or
• Have been misused,modified, altered,improperly maintained or stored; and/or
• Have been subject to accidents or negligence.
SELLER makes no warranty and excludes and disclaims all liability with respect to components or parts or
tools/ground support equipment damaged by, or worn due to, corrosion, and/or normal wear and tear
including paint and environmental damage.
64
4 � R
DO
WARRANTY CLAIMS FILING
SELLER instructions for the BUYER to submit warranty claims for HELICOPTER and for spare parts,
tools/ground support equipment and repair/overhaul activities purchased from the SELLER are described
herein.
Warranty claims shall be submitted to the SELLER by filling the Maintenance Malfunction Information
Report("MMIR") electronic form available at the SELLER online customer portal.
Please refer to the SELLER customer portal online system user guide and relevant service information
letters for detail of the available option.
In case the BUYER is not able to access the SELLER online customer portal,the BUYER shall contact the
SELLER point of contact (Your Customer Support Manager) in order to define the alternate means for
filing a warranty claim.
MAINTENANCE MALFUNCTION INFORMATION REPORT ("MMIR")AND WARRANTY
REMEDIES
Warranty eligibility will be evaluated by the SELLER using the information provided by the BUYER
through the MMIR form.Provided that all required information is submitted on time,the SELLER standard
timeframe for MMIR evaluation is 3 days from MMIR receipt. The SELLER will issue a warranty reply
memo ("WRM")which includes information about warranty acceptance or refusal and detailed instruction
for processing the warranty claim and,to the SELLER's sole discretion,the intervention to be performed,
in accordance with"Information Letter GEN-15-042 Rev. A."dated 23rd of March 2015 and its.
In case of Aircraft On Ground events ("AOG"), the BUYER shall fill the MMIR and contact the Fleet
Operation Centre ("FOC") of the SELLER, that is active 24 hours a day and 7 days per week, as per the
details hereunder:
IN ITALY
Fleet Operations Center ITALY Italy only toil free: 800 160950
VIA INDIPENDENZA,2 phone: +39 0331 664444
21018 SESTO CALENDE (VA) e-mail: 24n7fleeto2erationscentrenaw a)leonardoxom
ITALY
65
4 � R
DO
IffibirOPIERS
IN U.S.A. US only toil free: +1 888 248 7822
Fleet Operations Center USA phone: +1 215 281 1485
3050 RED LION ROAD, fax: +1 215 268 9104
PHILADELPHIA,PA 19114
USA email: a pS eetonerationscenter.a Lajeonarilo.co
24/7 AOG MATERIALS from 6 a.m.to 10 p.m.: +44 (0) 1935 702866
In UK
from 10 p.m.to 6 a.m.: +44 (0) 7741 036307
Fleet Operations Center UK
fax: +44 (0) 1935 704888
LYSANDER ROAD YEOVIL,
email: fleetoperationscentreuk. bx.a (�7leonarilo.co
SOMERSET,BA20 2YB
24/7 TECHNICAL ENQUIRIES from 6 a.m.to 10 p.m.:+44(0)1935 702866
UK
from 10 p.m.to 6 a.m.: +44 (0) 7748 760784
fax: +44 (0) 1935 704888
email: tgs. eetoperationscentreuk. bx.a (&leonardo.co
In case of AOG,provided that all required information is submitted on time, SELLER standard timeframe
for MMIR evaluation is 24 hours from MMIR receipt.Please check the user guide on Leonardo customer
portal and the relevant Information Letter GEN-15-042 Rev. A of 23rd of March 2015 and any further
updates for details on the available option and instructions on the warranty claim.
RETURN PROCEDURE OF CORE PARTS AND/OR GROUND SUPPORT EQUIPMENT
The return procedure to the SELLER of core parts (defective part to be returned as subject to replacement)
and/or ground support equipment, the details of the documentation that shall be provided by the BUYER,
the terms and conditions that applies in case of potential discrepancies ascertained by the SELLER upon
receipt of the said core items and the associated actions that will be performed towards the BUYER are
described in the"Information Letter GEN-15-047 dated 25th of June 2015"and "Information Letter GEN-
19-075"dated 09th of January 2019"and any further updates.
For any unserviceable component not returned to SELLER within the time limit defined in the
abovementioned Information Letters, SELLER hereby reserves the right to charge to the BUYER the
amount of the supplied serviceable components at the SELLER current price and to close the Return
Material Authorizations for the return of the unserviceable components.
66
4 � R
DO
The said instructions will apply to the return to the SELLER of the unserviceable parts and/or ground
support equipment following their replacement under warranty as well as to the return of the unserviceable
parts and/or ground support equipment to the SELLER for the subsequent repair under warranty.
RETURN OF UNUSED SPARE PARTS AND TOOLS/GROUND SUPPORT EQUIPMENT
If any spare part and/or ground support equipment has been wrongly ordered by the BUYER, and provided
that such spare part and/or ground support equipment has not been used,it may be returned to the SELLER.
The request to return the unused item shall be provided in writing by the BUYER to the SELLER within
fifteen(15) calendar days after the shipping date of the said item and in such case no additional charge will
be applied to the BUYER. If the request to return the unused item will be issued after the term mentioned
above,the SELLER will apply a charge equal or higher than 20% of the price of the item to be returned,in
accordance with the SELLER's current price.
The return of the items shall follow the terms and conditions of paragraph 9 above.
Furthermore, the BUYER may cancel at no additional cost any warranty claim, provided that a written
request would be issued to the SELLER within seven (7) days from the date of issuance of the associated
MMIR to the SELLER.If the request to cancel a warranty claim is issued after the terms mentioned above,
the SELLER will apply a charge equal or higher than 30% of the price of the item to be returned, in
accordance with the SELLER current price.
67
ENCLOSURE6
FULL COMPONENTS PLAN AGREEMENT
AW139
FULL COMPONENTS PLAN
AGREEMENT
BETWEEN
AGUSTAWESTLAND PHILADELPHIA
CORPORATION
AND
MONROE COUNTY SHERIFF'S OFFICE
[Insert Photograph of Customer Aircraft]
Contract Number: AWPC-2023-003
FCP AW139 A/C S/N Page 1 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company General Use
TABLE OF CONTENTS
DEFINITIONS.................................................................................................................. 4
I. FULL COMPONENT PLAN COVERAGE AND EXCLUSIONS................................. 9
II. PLAN RATE ........................................................................................................... 12
III. CUSTOMER'S OBLIGATIONS................................................................................13
IV. PLAN PROCEDURES............................................................................................ 13
V. LOGISTIC SUPPORT GUARANTEE ..................................................................... 18
VI. REPORT AND PAYMENT OBLIGATIONS............................................................. 22
VI I. WARRANTY........................................................................................................... 23
VIII. DURATION. TERMINATION AND EFFECTS OF TERMINATION. ........................ 24
IX. POINTS OF CONTACT AND NOTICES................................................................. 25
X. TITLE ..................................................................................................................... 27
XI. ASSIGNMENT ....................................................................................................... 27
XII. DISPUTES, APPLICABLE LAWAND JURISDICTION........................................... 27
XIII. FORCE MAJEURE................................................................................................. 27
XIV.AMENDMENTS AND WAIVERS ............................................................................ 28
XV. TRANSFER............................................................................................................ 28
XVI.CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS ......................... 29
XVI I.ENTIRE AGREEMENT.......................................................................................... 30
APPENDIX A STANDARD CONFIGURATION ........................................................... 32
APPENDIX B OPTIONAL EQUIPMENT LIST ............................................................ 35
APPENDIX C MMIR FORM ........................................................................................ 36
APPENDIX D MONTHLY OPERATING REPORT...................................................... 40
APPENDIX E ESCALATIONS... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ... ......41
FCP AW139 A/C S/N Page 2 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company General Use
This Full Components Plan Agreement, hereinafter referred to as the "AGREEMENT",
establishes the terms and conditions controlling the Full Components Plan, hereinafter
referred to as the "FCP", concerning the repair, overhaul and provisioning of replacement
spare parts for the helicopter type as specified below. This AGREEMENT is made by and
between:
AGUSTAWESTLAND PHILADELPHIA CORPORATION, a Delaware corporation with a
place of business at 3050 Red Lion Road, Philadelphia, PA 19114, hereinafter referred to
as"AWPC";
and
Monroe County Sheriff's Office, a political subdivision of the State of Florida, having a
principal place of business at 5525 College Road, Key West, FL 33040, hereinafter
referred to as the "CUSTOMER";
together hereinafter called the "PARTIES" and individually a "PARTY"
WHEREAS, this AGREEMENT is entered into regarding the CUSTOMER'S Helicopter(s)
purchased from AWPC, or an affiliate of AWPC, including Leonardo S.p.A. (Hereinafter
referred to as "Leonardo") or an authorized independent representative of AWPC or
Leonardo. The helicopters are described as follows:
Helicopter Type: AW139
Helicopters Serial Number: To Be Defined
Registration Number: To Be Defined
Operation Type: EMS
Operational Bases: Florida Keys/Marathon International
Airport and Lower Keys Medical Center
TSN at AGREEMENT COMMENCE: 0:0
The helicopter(s) described above shall hereinafter be referred to as the "Subject
Helicopter(s)".
With this AGREEMENT the Parties wish to set forth the terms and conditions concerning
the repair and overhaul services and provisioning of spare parts for the Subject Helicopters
as further specified in the AGREEMENT.
Now therefore, the PARTIES agree as follows:
FCP AW139 A/C S/N Page 3 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company General Use
DEFINITIONS
The following words and phrases, when used in this AGREEMENT, shall have the
following meanings.
A. Plan Rate:
The hourly rate set forth in Article II, as may be adjusted or escalated pursuant to
the terms of this AGREEMENT.
B. Abuse:
1. Failure to operate, maintain, or repair the Subject Helicopter(s) and Covered
Component or Part in accordance with the applicable Rotorcraft Flight
Manual, Maintenance Manuals, Service Bulletins, Leonardo or AWPC written
instructions, local aviation authority instructions or, other applicable
publications or written instructions of Leonardo or AWPC approved vendors.
2. Misuse, negligence, foreign object damage, or wrongful act by the
CUSTOMER, or CUSTOMER's employees or agents, adversely affecting the
airworthiness of the Subject Helicopter(s), or Covered Component or Part.
3. Any operation, use, testing or storage of any Covered Component or Part not
in accordance with the applicable manufacturer's directions and instructions.
4. Any use of components or parts provided or obtained from sources other than
those approved by LEONARDO or AWPC in writing.
5. Any accident, impact, system contamination, corrosion due to the non-
adherence to the AW139 Corrosion Control Publication (Document reference
#39-A-ACCP-00-X) procedures, abnormal erosion, abnormal wear, or other
environment related damage to the Subject Helicopter(s) or Covered
Component or Part
AOG:
Aircraft on Ground; meaning CUSTOMER is unable to utilize a Subject Helicopter(s) or
one of its systems due to the lack of a Covered Component or Part.
Airframe:
Components, parts, structures or systems other than the engines, engine accessories
and avionics.
Approved Repair/Overhaul Facility:
An AWPC or a Leonardo approved service facility.
Monroe County Sheriff's Office FCP AW139 A/C S/N Page 4 of 42
Contract No. 2023-003
AWPC CUSTOMER
Company General Use
Approved Supply Source:
An AWPC or Leonardo Supply Center
Area Representative:
An AWPC or Leonardo Customer Support Representative
Component:
Any self-contained part or any combination of parts or units which perform a distinctive
function necessary to the operation of any system that is installed on the Subject
Helicopter(s).
Component Historical Record Card:
A document used to record the installation, removal, use, and servicing of a specific
component of the aircraft. AWPC will provide a Component Historical Record Card for
each component that has either a Retirement Life or Time Between Overhaul
limitations.
Consumables:
Any item that is generally available to the CUSTOMER for part or component
installation or servicing through retail aviation vendors, including without limitation.
fluids and lubricants, standard aircraft hardware, brake pads, brushes, filters, gaskets,
O-rings, and tires.
Covered Component or Part:
Parts, components which are eligible for replacement under this AGREEMENT, as
hereinafter provided for in Article I, and described in APPENDIX A .
Customer Obligations:
The obligations of the Customer provided under this AGREEMENT, including but not
limited, to the CUSTOMER payment obligations as referred to in Article VI, customer's
obligations set out in Article III and in Plan Procedures in Article IV.
Cycle:
A ground-air-ground (GAG) event (starting, making a flight, landing, and then shutting
down) and Repeated Heavy Lift (RHL) or similar operations involving a number of
power changes from low torque to high torque and back to low torque.
Designated Service Life:
The service life, hours, cycles or calendar life of any part or component as defined by
the applicable publication(s) or temporary life/service restrictions, or as determined by
the appropriate airworthiness authority.
FCP AW139 A/C S/N Page 5 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company General Use
Detail Part:
A part that is included within the Covered Component as shown in the Illustrated Parts
Catalogue.
Effective Date:
The date/point of time indicated on Article VIII.
Engine:
The engine and all of its basic configuration accessories of a Subject Helicopter. The
term engine does not include Airframe related hardware.
Fail-on-Fit
The impossibility to install a part on the Subject Helicopter(s) as it does not fit into the
provision.
Flight Hour:
Each sixty (60) minute increment of Flight Time, expressed in hours and tenths of an
hour.
Flight Time:
The time from which the Subject Helicopter first moves under its own power for the
purpose of flight until the time it comes to rest at the next point of landing.
No Fault Found:
Any part, component returned to AWPC which, after investigation, is found to be
Serviceable Component or Part.
MMEL:
Master Minimum Equipment List.
MMIR:
The Maintenance, Malfunction, Information Report in the form as attached as Appendix
C.
Overhaul:
The activity of making a component serviceable by disassembly, inspection and
replacement of worn parts or time life parts, as dictated by applicable publication's to
achieve prescribed operating or design tolerances.
Product Enhancement:
Classification of a Service Bulletin released by Leonardo Helicopter Division to upgrade
FCP AW139 A/C S/N Page 6 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company General Use
the Subject Helicopter(s) in terms of helicopter performances, mission capabilities, kit
installation or MTOW increase, not classified with compliance time.
Product Improvement:
Classification of a Service Bulletin released by Leonardo Helicopter Division to improve
the reliability of the Subject Helicopter(s), not classified with compliance time.
Retirement Life:
The service life, hours, cycles or calendar life of any part or component as defined by
the applicable publication(s) or temporary life/service restrictions, or as determined by
the appropriate airworthiness authority.
Serviceable Covered Component or Part:
Any part in satisfactory operating condition as defined by the limits, tolerances, or
allowances prescribed by applicable manuals, bulletins, guidelines, specifications,
publications, or written instructions from the manufacturer or its representatives and in
compliance with all applicable airworthiness directives of airworthiness authority having
jurisdiction over the Subject Helicopter(s), including but not limited to all documents
required by EASA and/or the FAA for the installation of the part in the Subject
Helicopter, including an authorized release certificate and records indicating TSN,
calendar time and historical relevant duty.
Service Bulletin:
The document used by manufacturers to communicate details of modifications, which
shall or may be embodied in helicopters depending on the classification reported in
paragraph "Industry support information, including Service Bulletin with compliance
time, classified as Alert, Emergency Alert, or Bollettino Tecnico Mandatory, Bollettino
Tecnico Mandatory Alert, Alert Service Bulletin, Service Bulletin, Technical Bulletin and
Service Bulletin related to product improvement of reliability, enhancement of product
capabilities, components obsolescence, optional product customizations, additional
kits and equipment.
Shall:
Mandatory compliance required.
Time Since New (TSN):
The flight hours on a component or part since it was installed as a new part.
Time Since Overhaul (TSO):
The flight hours on a component since it was last overhauled.
FCP AW139 A/C S/N Page 7 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company General Use
Unserviceable Part or Component:
Any parts or components that are not serviceable.
Working day
Any day (other than Sunday or bank holiday) on which legal business can be
conducted.
Unless otherwise defined above, technical terms or expressions used in this
AGREEMENT shall have the meanings commonly accepted in the aviation industry.
FCP AW139 A/C S/N Page 8 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company General Use
I. FULL COMPONENT PLAN COVERAGE AND EXCLUSIONS
A. Plan Coverage-
1. Pursuant to the terms and conditions of this AGREEMENT, AWPC shall
provide repair, overhaul, and replacement spare parts for the Subject
Helicopter(s) Covered Components or Parts specified in APPENDIX A
(Standard Configuration) and in Appendix B (Optional Equipment List), at a
specified rate per flight hour.
2. The Covered Component or Part shall mean only Components, and Parts
installed on the Subject Helicopter(s).
3. This AGREEMENT shall apply only to:
i. the original configuration of the Subject Helicopter(s) as it was
delivered by AWPC;
ii. Covered Component or Part which have been operated, stored,
tested, and maintained in accordance with the AW139 Rotorcraft
Flight Manual (RFM), Interactive Electronic Technical Publication
(IETP), Service Bulletins, and other written instructions of AWPC or
Leonardo Helicopter Division (LHD).
iii. Covered Component or Part purchased by CUSTOMER directly from
the AWPC;
iv. Covered Component or Part that have been overhauled or repaired
by the AWPC;
4. AWPC shall have the right to discontinue the supply of a Covered
Component or Part which has been superseded by another configuration.
In such cases, AWPC may supply such superseding Covered Component
or Part to the CUSTOMER and such superseding part shall be deemed to
be a Covered Component or Part for all purposes under this AGREEMENT.
5. If the supply of a Covered Component or Part has been superseded through
a Product Improvement regulated by a Service Bulletin, AWPC
acknowledges that the new superseding improved component will be
provided by AWPC for either a scheduled or unscheduled replacement,
pending availability of material in AWPC supply chain.
6. Delivery of the Serviceable Covered Components or Parts by AWPC to
CUSTOMER shall be at AWPC facilities or any other Leonardo Supply
Center worldwide, or at any AWPC's designated vendor worldwide (any of
the foregoing, an "AWPC Delivery Location"). CUSTOMER bears
responsibility from the moment material is placed in the hands of the carrier
at AWPC Delivery Location.
FCP AW139 A/C S/N Page 9 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company General Use
7. Delivery of the Unserviceable Covered Components or Parts to be returned
by CUSTOMER to AWPC under this AGREEMENT shall be at the AWPC
Delivery Location from which the Serviceable Covered Component was
shipped, unless otherwise agreed. AWPC bears responsibility only from the
moment material is delivered at AWPC Delivery Location.
B. Plan Exclusions:
The AGREEMENT shall not apply to the following:
1. Engines and engine accessories (only Airframe interfaces when designed
and manufactured by the AWPC are covered).
2. Honeywell Primus Epic System and 3 axis linear actuators (only Airframe
interfaces when designed and manufactured by the AWPC are covered).
3. Covered Component or Part purchased from, or repairs performed by, a
source other than AWPC or other than a source previously approved in
writing by AWPC or LHD.
4. Covered Components or Parts removed from service before the applicable
IETP overhaul, service life or inspection intervals have been reached, due
to local airworthiness authority requirements that differ from those of the
European Aviation Safety Agency (EASA) or the Federal Aviation
Administration (FAA).
5. Any Component(s) or Part(s) required for any Service Bulletin with
compliance time, if the CUSTOMER has exceeded the incorporation date
as specified in the Service Bulletin itself, provided that those Components
or Parts have been supplied by AWPC to CUSTOMER in sufficient time for
it to have reasonably met such Service Bulletin incorporation date.
6. Aircraft paint, upholstery, carpets, interior and panels.
7. Ground support equipment, tools, fuels, lubricants and consumables.
8. Any optional equipment/kit not defined in APPENDIX B.
9. Any part or component with a price equal or less than the equivalent value
of$1,000.00 (One Thousand USD) and less.
10. Any repair or replacement of a Covered Component or Part required as a
result of any operation, use, testing or storage of any Covered Component
or Part not in accordance with the applicable AWPC's instructions, or local
aviation authority instructions or other applicable publications, or of misuse,
foreign object damage, or wrongful act which is not in the line with the
applicable AW139 RFM, IETP, Service Bulletins, or any other written
FCP AW139 A/C S/N Page 10 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company General Use
instructions of AWPC or LHD, adversely affecting the airworthiness of the
Subject Helicopter, or Covered Component or Part.
11. Any repair or replacement concerning a Covered Component or Part which
has been removed by CUSTOMER at CUSTOMER's discretion.
12. Any use of the Subject Helicopter(s) that exceeds or deviates from normal
parameters as determined by LHD published RFM and IETP for the Subject
Helicopter(s), including without limitation, military and/or armed helicopters
or helicopters used in areas of conflict or combat type maneuvers.
13. Any conditional inspection (such as following hard landing, sudden
stoppage, incident, accident etc.) on the Subject Helicopter(s) and
subsequent related activities, including values in excess of tolerances
published in the AW139 Maintenance or Inspection Manuals recorded as a
result of any conditional inspections.
14. Any fluid system contamination, abnormal corrosion/erosion/wear or other
abnormal environment related damage to the Subject Helicopter or Covered
Component or Part due to CUSTOMER's failure to follow published
Maintenance and Inspection Intervals or guidance or operational limitations
in the applicable RFM.
15. Any and all types of labor including without limitation gaining access to,
removing, inspecting, trouble-shooting, repairing, or reinstalling any
Covered Component or Part unless so directed by AWPC.
16. Any Optional Maintenance or any optional Service Bulletin issued by
AWPC, unless specifically approved in writing by AWPC.
17. Transport services.
FCP AW139 A/C S/N Pagel 1 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company General Use
II. PLAN RATE
With reference to the FCP enrolment, CUSTOMER will pay to AWPC an entry fee for the
coverage of the hours already flown by the Subject Helicopter(s).
To be calculated based on the accrued
FCP Entry Fee for Subject Helicopter(s) covered component flight hours, per
Subject Helicopter(s)
The entry fee has been calculated considering Subject Helicopter(s) FH until XXX, FH
flown from the delivery date of each Subject Helicopter(s) until the effective date will be
invoiced in 30 calendar days from effective date.
The agreed rate per each Subject Helicopter, per flight hour for the FCP (hereinafter
referred to as the "Plan Rate") shall be as set forth in Schedule 1 to this AGREEMENT.
The Plan Rate shall be adjusted at the beginning of each new calendar year for the whole
duration of the AGREEMENT, through the application of the price escalation formula as
set forth in Appendix E.
Prices do not include any transportation cost, including freight charges, and insurance,
assessed on a Covered Component or Part or services. CUSTOMER shall be
responsible for transportation and any such other costs arising therefrom. Should any of
the mentioned costs be charged on the AWPC, CUSTOMER hereby commits to
reimburse the SELLER in full, up to an amount that does not exceed such costs from
SELLER's Philadelphia facility to CUSTOMER's facility in Marathon, FL. To the extent
that any item is shipped from outside the United States and may incur additional charges,
such charges must be provided to and preapproved by CUSTOMER prior to shipment.
III. CUSTOMER'S OBLIGATIONS
A. CUSTOMER shall operate, maintain, and repair, and/or cause to be operated,
maintained, and repaired the Subject Helicopter(s) and its Covered Components
or Parts in accordance with the AW139 RFM, IETP, Service Bulletins, operating
limitations, or the equivalent for the Subject Helicopter(s), as they may be amended
from time to time, or other written directions from AWPC or LHD at any time
throughout the term of this AGREEMENT.
B. CUSTOMER shall properly record and maintain the logbook and records for the
Subject Helicopter(s) recording all Flight Hours and where applicable, calendar
times and cycles. CUSTOMER shall record in the logbook of the Subject
Helicopter(s) all operating events including abuse or damage, component removal
or installation, modifications of the Subject Helicopter(s) or components, repairs or
maintenance prescribed by AWPC or LHD, and actions required by the appropriate
FCP AW139 A/C S/N Page 12 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company Genera Use
airworthiness authority.
C. CUSTOMER shall permit inspection of such books and records or shall furnish
copies thereof, as requested by AWPC or its duly authorized representatives.
D. CUSTOMER hereby warrants to AWPC that at all times, Covered Components or
Parts exchanged under the AGREEMENT have been and/or shall be used only on
the Subject Helicopter(s), unless otherwise approved or directed in writing by
AWPC or LHD.
MPLAN PROCEDURES
A. Scheduled Replacement of Overhaul & Retirement Life parts:
1. If the Covered Component or Part to be replaced is subject to Overhaul or
Retirement Life as published in the applicable IETP, the CUSTOMER shall
submit (i) a zero (0) value FCP purchase order and (ii) a MMIR Form
(Maintenance, Malfunction, Information, Report), as per the format attached
in APPENDIX C (including any amendments, modifications or supplements
thereof), to AWPC's Warranty Administration Department using the
Leonardo Customer Portal. As further described on paragraph D below,
MMIR Form shall at least provide the information regarding the Subject
Helicopter(s) serial number, the part number of the Covered Component or Part
and the reason for removal and, together with purchase order, shall be submitted
at least sixty (60) calendar days prior to the date the CUSTOMER reasonably
expects the Covered Component or Part to reach its scheduled replacement.
Within sixty (60) calendar days of receipt of such MMIR Form AWPC will deliver a
replacement component or part to the CUSTOMER. The CUSTOMER shall
communicate any changes in the expected "Need Date" to AWPC throughout this
period.
Within five (5) Working Days from the delivery of the replacement part from
AWPC to CUSTOMER, CUSTOMER shall complete the MMIR Form
including all the supporting documentation (component return tag,
components log card) as applicable, together with the relevant purchase
order for the replacement part.
2. If any Covered Component or Part with an Overhaul or Retirement Life as
published in the AW139 applicable IETP, is removed from service with more
than fifty (50) hours or fifty (50) Cycles remaining, whichever is the lesser,
or one (1) month prior to achieving its Retirement Life, unless the removal
of the Covered Component or Part is specifically requested in writing either
by the AWPC or the Civil Aviation Authority, AWPC shall invoice
CUSTOMER for an amount equal to the Overhaul or Retirement Life cost
per hour, Cycle, or month, whichever is applicable, multiplied by the number
of hours, Cycles, or months which exceeds fifty (50) hours, fifty (50) Cycles
or one (1) month, whichever is applicable.
FCP AW139 A/C S/N Page 13 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company Genera Use
B. Unscheduled Repair or Replacement of Covered Component or Part-
1. Except for scheduled replacements of a Covered Component or Part as
provided in paragraph N.A. above, the CUSTOMER shall perform an
assessment to determine whether the Covered Component or Part can be
locally repaired or must be sent to AWPC or an LHD approved vendor for
repair/replacement.
Without limiting the foregoing, it is understood and agreed that in case of
multiple unsuccessful repair attempts of a Covered Component or Part
carried out by CUSTOMER with consultation from AWPC's support
representative, the condition of that Covered Component or Part shall be
deemed as not locally repairable.
2. If the CUSTOMER determines that a Covered Component or Part can be
locally repaired, the CUSTOMER shall place an order for the parts required
to perform the repair. AWPC shall issue a credit note to CUSTOMER for the
detail parts and applicable labor rate in the country per man-hour, based on
reasonable man-hours for such repairs.
NOTE:
AWPC, LHD or their approved Vendor may, at their option and expense,
send an Area Representative to verify the condition of the Covered
Component or Part.
3. If the CUSTOMER determines that a Covered Component or Part cannot
be locally repaired, the following provisions shall apply:
(a) The CUSTOMER shall (i) take a Covered Component or Part from
the Spares Stock for installation upon a Subject Helicopter(s), if
available and (ii) follow the procedure set out on point (b) below for
replacement.
(b) To replace the Covered Component or Part the CUSTOMER shall
submit a zero (0) value FCP purchase order for a replacement of
Covered Component or Part and submit the MMIR Form (including
any amendments, modifications or supplements thereof), to AWPC's
Warranty Administration Department through the Leonardo Customer
Portal. As further described on paragraph D below, MMIR form shall
include at least the information regarding the Subject Helicopter(s)
serial number, component part number and reason for removal.
Within five (5) Working Days following the submission of the MMIR
Form, the MMIR Form shall also include all the supporting
documentation (component return tag, component log card) as
applicable, together with the relevant order for the replacement part.
(c) AWPC will deliver a Serviceable Covered Component or Part to the
FCP AW139 A/C S/N Page 14 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company Genera Use
CUSTOMER's designated facility in exchange for the CUSTOMER's
Covered Component or Part.
(d) For any unscheduled removal of a Covered Component or Part with
a Designated Service Life, AWPC may provide or authorize an
Approved Supply Source to provide a Serviceable replacement which
is not new but which has at least 600 hours of Designated Service
Life remaining, if a new replacement is not available within a
reasonable period.
(e) If the CUSTOMER orders and obtains a replacement for any
unscheduled removal of a Covered Component or Part which, at the
sole judgement of AWPC and/or its designated vendor, could have
been repaired locally, then the CUSTOMER shall be charged for an
amount equal to the difference between the estimated reasonable
cost of such repairs, which will be determined solely by AWPC, and
the retail price of the replacement part.
(f) In the case of removal of a Covered Component or Part which is
returned to AWPC by the CUSTOMER and determined as No Fault
Found, CUSTOMER will be charged a fee for the cost of the
replacement at exchange price if applicable or at full price of the
replacement if exchange is not applicable.
4. All orders for unscheduled repair or replacement of Covered Components
or Parts, or details thereof, shall be placed directly with AWPC by the
CUSTOMER. AWPC reserves the right to supply new or reconditioned
units, at its own discretion.
5. If the CUSTOMER is unable to determine the condition of a Covered
Component or Part or requires technical assistance in determining the
serviceability of a Covered Component or Part, the CUSTOMER shall
contact the AWPC through its appropriate Area Representative or AWPC's
Product Support Engineering department at the address and telephone
number hereinafter set forth in Article IX.
6. All orders or other communications from CUSTOMER shall include a
reference to the AGREEMENT number.
C. Fuselage and Structure-
1. The CUSTOMER shall contact AWPC's Product Support Engineering
Department at the address and telephone number hereinafter set forth in
Article IX in the event of a necessary repair or replacement of any structural
part and/or subassembly of the Subject Helicopter(s). The CUSTOMER
shall provide to AWPC's Product Support Engineering a complete
description of the affected area. AWPC, at its sole discretion, may provide-
(i) repair instructions in accordance with OEM procedures, or (ii) required
relevant replacement parts or subassemblies, as determined by AWPC.
FCP AW139 A/C S/N Page 15 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company Genera Use
2. If AWPC provides repair instructions as mentioned in Article 4.C.1 (i),
AWPC shall reimburse costs for parts and materials procured by
CUSTOMER following the repair instructions of AWPC. The CUSTOMER
shall provide all labor, fasteners and consumables at its own costs.
3. If AWPC provides replacement parts or subassemblies as mentioned in
Article 4.C.1 (ii), then upon identification of material or Covered Component
or Part required for repair, AWPC will endeavor to ship such Covered
Component or Part or material to the CUSTOMER without undue delay and
by best available means with regard to time.
4. In the event of a manufacturing defect for which a Service Bulletin with
compliance time related to Fuselage/Structure is issued by LHD, or an
Airworthiness Directive issued by the competent Civil Aviation Authority for
the Type Certificate, the materials necessary to comply with this Service
Bulletin are considered Covered Components or Parts.
D. MMIR (Maintenance, Malfunction, Information Report) Form Notification Process:
CUSTOMER shall submit to AWPC, in accordance with the process detailed within
the Leonardo Customer Portal, a MMIR Form (including any amendments,
modifications or supplements thereof), for all Covered Components or Parts
replaceable under this AGREEMENT.
In order for AWPC to activate replacement Covered Component or Part, the MMIR
Form shall be initially submitted through the Leonardo Customer Portal, with at least
the information about Subject Helicopter(s) serial number, component part number
and reason for removal, together with the applicable zero (0) value FCP purchase
order. Within five (5) Working Days from delivery of the Serviceable Covered
Component or Part from AWPC to CUSTOMER, the CUSTOMER shall complete the
MMIR Form including all the accompanying documentation, such as component return
tag, component log card and any other documentation as set for in the MMIR Form
(APPENDIX C), as applicable, together with the relevant purchase order.
Upon receipt of the MMIR Form, AWPC will provide the CUSTOMER shipping
instructions for the return of the Unserviceable Covered Component or Part. If any
mandatory information is missing from the MMIR Form, the CUSTOMER will have
fifteen (15) Working Days from the request to complete the MMIR Form by AWPC, to
submit the MMIR Form with the missing information. Should AWPC not provide all the
information within this fifteen (15) Working Days period, CUSTOMER will be invoiced
for an amount equal to the value of the Serviceable Covered Component or Part.
CUSTOMER may cancel in writing any MMIR Form within seven (7) calendar days
from the date of MMIR Form submission without incurring in any charge. MMIR Form
cancelled after such period will be subject to a fee of thirty percent (30%) of Covered
Component or Parts current list price.
FCP AW139 A/C S/N Page 16 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company Genera Use
E. Return of Unserviceable Covered Component or Part-
1. Within thirty (30) calendar days of receipt of a Serviceable Covered
Component or Part, the CUSTOMER shall return the Unserviceable
Covered Component or Part to the AWPC. Should the CUSTOMER fail to
return the Unserviceable Component or Part within such period, AWPC will
invoice the CUSTOMER an amount equal to ten Percent (10%) of the
current price of each not returned Unserviceable Covered Component or
Parts for each subsequent thirty (30) calendar day period up to ten (10)
periods.
2. Any Unserviceable Covered Component or Part returned to AWPC shall be
accompanied by a copy of the final MMIR Form duly submitted as above
indicated. As applicable, a properly completed Component Historical
Record Card shall also be issued and executed by CUSTOMER in full
compliance with applicable legislation.
3. If applicable, in case Unserviceable Covered Component or Part from a
Subject Helicopter(s) operating in a country not recognized by EASA and/or
the FAA Authorities, the Component Historical Record Card (if applicable),
and the MMIR Form, must be countersigned also by the relevant
Airworthiness Authority of such not-recognized country.
4. Should the CUSTOMER fail to provide AWPC with all the documentation as
described on point 2 above within thirty (30)calendar days from the AWPC's
written notification, AWPC shall have the right: (i)to invoice an amount equal
to hundred Percent (100%) of the Serviceable Covered Component or Parts
current price provided by AWPC and (ii) to return to CUSTOMER the
Unserviceable Covered Component or Part within the following ninety (90)
calendar days, at CUSTOMER premises, in which case AWPC will be
responsible for delivery of the Component until unloading by carrier.
5. If any Covered Component or Part has been wrongly ordered by the
CUSTOMER, such Covered Component or Part shall be returned to AWPC.
AWPC reserves the right to evaluate the requirement based on the specific
situation, defining the applicable fee. All the Covered Component or Part
return notification shall be submitted within thirty (30) calendar days from
the receipt of the Serviceable Covered Component or Part and will be
subject to a fee equal to twenty percent (20%) of the Component or Part
current list price. Failing CUSTOMER to submit it within the above period,
AWCP shall have the right to invoice one hundred percent (100%) of the
Covered Component or Part current price, in which case, the invoiced
Component will be considered CUSTOMER's property.
FCP AW139 A/C S/N Page 17 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company Genera Use
V. LOGISTIC SUPPORT GUARANTEE
1. General Terms
Subject to the terms and conditions of this AGREEMENT being fulfilled, AWPC
agrees to the following support performance to be provided for the CUSTOMER
Subject Helicopter(s) starting from the Effective Date.
The Logistic Support Guarantee set out in this Article V will not apply to any
CUSTOMER helicopter(s) not entered into the AGREEMENT.
The Logistic Support Guarantee shall only be applicable to CUSTOMER. AWPC
shall not be liable for any refund due by CUSTOMER to any third party.
2. Service Level:
AOG: All orders relevant to Aircraft On Ground condition shall be identified "AOG"
by CUSTOMER on the purchase order and linked to the Subject Helicopter serial
number. AOG purchase orders will be checked by AWPC for the specific Subject
Helicopter serial number and only an order of Covered Components or Parts for a
quantity equal or less than the total quantity installed on the specific Subject
Helicopter will be accepted as AOG. Any additional quantity will not be considered
as AOG and will not be covered by this AGREEMENT.
The term AOG does not include instances where the Subject Helicopter(s) is still
able to operate with reference to the document entitled Master Minimum
Equipment List (MMEL) for the Subject Helicopters model, latest revision, which
provides details of which equipment the Subject Helicopter(s) model can continue
to operate with despite such equipment being inoperative, unless required under
Fla. Admin. Code. Section 64J-1.005 to continue operations.
Urgent: All orders for Covered Component or Part replacement on a specific
Subject Helicopter serial number.
DSA: The Delivery Schedule Adherence ("DSA") is detailed below, the percentage
of Covered Components or Parts delivered at the AWPC Delivery Location, in
accordance with the committed delivery time set out by the service information
letter AW139-18-097, and subsequent revisions. The revision will supersede the
previous service information letter applicable to this AGREEMENT after a period
of six (6) months from the issue.
A. AOG orders
Subject to CUSTOMER presentation of the relevant purchase order, MMIR Form
and accompanying documentation as prescribed by this AGREEMENT, AWPC
shall deliver a replacement Covered Component or Part within twenty-four (24)
hours from the receipt of the order, at AWPC Delivery Location. CUSTOMER bears
responsibility from the moment the material is placed in the hands of the carrier at
FCP AW139 A/C S/N Page 18 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company Genera Use
AWPC Delivery Location.
Table 1 below details the DSA Target AWPC commits for AOG orders.
Table 1
AOG DSA Target
Eighty-Six percent (86%)
In case of non-compliance with the applicable delivery time and DSA, the refund
scheme as per Article V.0 below, shall apply.
B. Urgent Orders
The service delivery performance for urgent orders:
■ applies only to Covered Components or Parts whose part numbers are referred
into the information letter available at Leonardo portal (i.e. Information Letter
AW139-18-097 dated 07/08/2018 and any subsequent amendments);
■ commits the AWPC to deliver a replacement Covered Component or Part
within six (6)calendar days from the receipt of the order, or within the timeframe
as detailed in any subsequent amendments of the Information Letter AW139-
18-097 at AWPC Delivery Location. CUSTOMER bears responsibility from the
moment material is placed in the hands of the carrier at AWPC Delivery Location.
Table 2 below details the DSA Target AWPC commits for urgent orders.
Table 2
Urgent DSA Target
Seventy-Five percent (86%)
In case of non-compliance with the applicable delivery time and DSA, the refund
scheme as set out on point C below shall apply.
C. Refund Scheme
The refund shall be a percentage of the total rate billed and paid by the
CUSTOMER proportionally to the percentage points of deviation higher than five
(5) percentage points, from the agreed DSA for each order level.
A five (5) percentage point tolerance is applied. For deviations higher than ten (10)
percentage points, the maximum refund is applied. For details, refer to Table 3.
FCP AW139 A/C S/N Page 19 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company Genera Use
Table 3
If DSA is equal or above No refund will be due
target
If DSA is below target by No refund will be due
less than 5%
If DSA is below target by Refund = [(DSA Target-5%-DSA
more than 5% but less than Actual)/5%] x Max Refund Factor x Paid
10% FH x hourly rate
If DSA is below target by Refund = Max Refund Factor x Paid FH x
more than 10% hourly rate
The refund is calculated yearly at the end of each calendar year from the Effective
Date. The refund shall be calculated on the basis of the payments received by
AWPC under the AGREEMENT for the Subject Helicopter(s)for that calendar year.
When due, the refund amount will be provided to CUSTOMER through the issuing
of a credit note to be used for the purchasing by the CUSTOMER of AWPC's spare
parts, tools or services. The refund maximum factors are detailed in Table 4.
Table 4
Category Refund Max Factor
AOG Five percent (5%)
Urgent Two percent (2%)
A maximum of seven percent (7%) (AOG + Urgent Refund Max Factor) of the
AGREEMENT payments made by CUSTOMER per calendar year can be provided.
The Refund scheme shall not apply to the following cases:
• CUSTOMER urgent orders to cover the scheduled replacement of Covered
Components or Parts during scheduled maintenance activity.
• Any parts or components or conditions which are excluded from the AGREEMENT
coverage as provided on Article I.B.
• In the event each Subject Helicopter(s) Flying Hours exceed 600 (Six Hundred)
hours in any calendar year, then the refund scheme shall not apply for any Subject
Helicopter(s) until the start of the next calendar year.
• If Subject Helicopter(s) is undergoing scheduled maintenance and the required
partis not preventing the return to service of the subject HELICOPTER .
• Delays caused by the removal of components or parts from a Subject Helicopter(s)
which are subsequently found as "No Fault Found (NFF)" when investigated by
AWPC, except where a "Fail-on-Fit" condition exists. For the purpose of clarity,
"Fail-on-Fit" conditions caused by factors not under AWPC control (for example
CUSTOMER installation and troubleshooting errors, etc.) are excluded.
• In the event CUSTOMER fails to pay the fee invoiced for not returning the
Unserviceable Components within the timeframe specified in Article IV.E.1.
FCP AW139 A/C S/N Page 20 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company Genera Use
• Upon signing this AGREEMENT, the PARTIES agree to include a Key
Performance Indicator ("KPI") measuring the average number of flight hours
accumulated by the Subject Helicopter(s). CUSTOMER will use the maximum
effort to maintain the subject KPI "Flight Hour / AOG order" above the average of
60 FH / AOG order during each complete calendar year. In case the average KPI
"Flight Hour / AOG order" falls below 60, AOG Orders will not be subject to the
refund scheme CUSTOMER's request for refund shall be notified in writing to AWPC.
The KPIs (i.e. "DSA" and "Flight Hour / AOG order") used to measure AWPC and
CUSTOMER performance detailed within this Article V can be provided by AWPC on an
annual basis, at the beginning of each new calendar year. AWPC shall notify CUSTOMER
of the calculation and amount of refund, if any, due for DSA of Covered Component or Part
provided in the preceding calendar year.
Company will respond to CUSTOMER'S refund request within thirty (30) calendar
days.
CUSTOMER expressly acknowledges and agrees that the refund payable under
this refund scheme shall be the sole remedy available to CUSTOMER for the non-
availability of a Covered Component or Part.
VI.REPORT AND PAYMENT OBLIGATIONS
A. CUSTOMER shall pay to AWPC every month an amount equal to the total number
of Flight Hours for the Subject Helicopter(s) during the preceding month, multiplied
by the applicable Plan Rate as set forth on Article II.
By the 10t' of each calendar month, the CUSTOMER shall submit a completed
monthly operating report of the Subject Helicopter(s) actual Flight Hours for the
immediately preceding month in accordance with the standard template provided
in APPENDIX D (the "Monthly Operating Report"), to AWPC Warranty
Administration Department. The Monthly Operating Report shall be submitted
whether or not the Subject Helicopter(s) has incurred Flight Time during that
calendar month.
AWPC shall invoice CUSTOMER an amount equal to the number of Flight Hours
actually utilized during the preceding calendar month, multiplied by the applicable
Plan Rate.
B. If CUSTOMER fails to submit the Monthly Operating Report, AWPC shall invoice
CUSTOMER an amount equal to the greatest number of Flight Hours reported by
CUSTOMER for any previous months or sixteen-point six flight hours (16.6)
whichever is greater, multiplied by the applicable Plan Rate. This amount will be
adjusted on receipt by AWPC of a Monthly Operating Report from CUSTOMER
indicating the actual Flight Hours for the Subject Helicopter(s) for the appropriate
reporting period.
C. If during each period of twelve (12) consecutive calendar months after the Effective
Date of this AGREEMENT, CUSTOMER has not reached the minimum amount of
FCP AW139 A/C S/N Page 21 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company Genera Use
two hundred (200) Flight Hours per Subject Helicopter(s) (as average between the
total Flight Hours flown by the Subject Helicopter(s) and the number of Subject
Helicopter(s)), then AWPC shall invoice CUSTOMER for the difference between
the minimum amount of two hundred (200) Flight Hours in aggregate for all Subject
Helicopter(s) and the Flight Hours already invoiced.
D. CUSTOMER shall pay the invoices in full within thirty (30) calendar days of the
date of the invoice. If any invoice is not paid as herein defined, AWPC may
immediately suspend or terminate all rights of the CUSTOMER under this
AGREEMENT. Interest shall accrue on the last due and outstanding amounts at
the highest legal rate. CUSTOMER shall pay all reasonable expenses and costs,
including court costs and attorney's fees incurred by AWPC in attempting to
recover any sum owed by CUSTOMER to AWCP under this AGREEMENT.
E. Any amount to be paid to AWPC under this AGREEMENT shall be paid to AWPC
net of any duty, charge, levy, impost, tax or other charge of a similar nature
(including any penalty or interest payable in connection with any failure to pay or
any delay in paying any of the same) ("Tax"), that therefore shall be borne by
CUSTOMER. It is understood that the CUSTOMER shall pay any amount
hereunder to AWPC without any deduction or withholding for or on account of Tax
from a payment under the Agreement ("Tax Deduction"). If a Tax Deduction is
required by law to be made by CUSTOMER on payment made to AWPC, the
above mentioned amount shall be increased by an amount which (after making
any Tax Deduction) leaves an amount equal to the payment which would have
been due if no Tax Deduction had been made.
VII. WARRANTY
A. AWPC warrants that each Serviceable Covered Component or Part provided to
the CUSTOMER under this AGREEMENT shall be free from any defects in its
material being or workmanlike nature under normal use and service. AWPC's sole
obligation under this warranty is limited to replacement or repair, at AWPC's choice
and discretion, of Covered Component or Parts which are determined to AWPC's
reasonable satisfaction to have been defective during the term of this
AGREEMENT.
B. It is expressly agreed that the benefits of the warranties granted by AWPC to
CUSTOMER only in relation to the Covered Component or Part 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 AWPC on the Subject
Helicopter(s) under the initial sale of said Subject Helicopter(s) to CUSTOMER. 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) are excluded. Upon termination or
expiry of this AGREEMENT, the warranty granted by AWPC on the Subject
Helicopter(s) shall apply for the remaining period of warranty, if any.
FCP AW139 A/C S/N Page 22 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company Genera Use
VIII. DURATION. TERMINATION and EFFECTS OF TERMINATION.
A. This AGREEMENT is valid and will become effective from the date of signature by
both CUSTOMER and AWPC ("Effective Date") and will expire five (5) years after
the Effective Date.
B. After completion of the five (5) year term of the AGREEMENT, CUSTOMER, at its
sole discretion, reserves the right to exercise two (2) options to renew, each for a
period of five (5) years. Both Parties shall mutually agree on a price adjustment
and associated terms with a written amendment to this AGREEMENT.
C. Either party may terminate this AGREEMENT immediately upon giving written
notice to the other in the event the notifying party learns of the other's insolvency,
bankruptcy or similar procedure.
D. Notwithstanding the provisions of paragraph A above, AWPC may at any time,
terminate this AGREEMENT upon sixty (60) calendar days written notice to
CUSTOMER in the event that CUSTOMER fails to perform any of its Customer
Obligations under this AGREEMENT and has not corrected such breaches within
said notice period. In such event, no refund pursuant to Article V.C) shall be paid
to CUSTOMER and CUSTOMER shall continue to be liable for all outstanding
obligations that have accrued through to the date of termination.
Notwithstanding the provisions of paragraph A above, CUSTOMER may terminate
this AGREEMENT upon thirty (30) calendar days written notice to AWPC in the
event that AWPC fails to perform any of its obligations as outlined in Article I, and
has not corrected such failures within such notice period. In such event, a refund
pursuant to Article V.0 shall still be paid by AWPC to CUSTOMER.
E. Upon expiry or termination for any cause of this AGREEMENT, the CUSTOMER
shall submit to AWPC a final monthly report indicating the actual Flight Hours for
the Subject Helicopter(s) up to the termination date and AWPC shall furnish to
CUSTOMER a final invoice for unpaid charges for the AGREEMENT up to the time
of the event causing the default. The CUSTOMER shall continue to be liable for all
outstanding obligations that have accrued through the time of the event causing
the default.
F. Upon expiry or termination of this AGREEMENT due to AWPC's default, provided
that CUSTOMER has met all of its obligations under this AGREEMENT otherwise
no refund is due to CUSTOMER, CUSTOMER shall be eligible for a refund in the
form of a credit to CUSTOMER's statement of account. The refund shall be
determined as follows:
FCP AW139 A/C S/N Page 23 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company Genera Use
Refund = (A/B) x C x 0.80
i. Where, in case of component with overhaul interval:
1. A = Average overhaul Cost of Covered Component or Part
2. B = TBO of Covered Component or Part
3. C = Time Since Overhaul (or New) of Covered Component or
Part
ii. Where, in case of Service Limited Part:
1. A = AWPC list price of Covered Component or Part
2. B = Time Since New or Time Since Overhaul of Covered Component
or Part
3. C = Time Since New of Covered Component or Part
IX. POINTS OF CONTACT AND NOTICES
1. Points of Contact
The AGREEMENT is administered by the AWPC Warranty Administration Department.
AGUSTAWESTLAND PHILADELPHIA CORPORATION
Warranty Administration
3050 Red Lion Road
Philadelphia, PA 19114
Attn: Pattie Wright Warranty Administration Department
Telephone: 215-281-1456
Facsimile: 215-281-1366
E-mail- US WarrantvadeonardoggMpany.us
Gail.sou ine leonardocompany.us
Patricia.wri�leonardocompany.us
Technical/Engineering inquiries shall be directed to:
AGUSTAWESTLAND PHILADELPHIA CORPORATION
Product Support Engineering
3050 Red Lion Road
Philadelphia, PA 19114
Attn: Emiliano Ceola
Telephone: 267-575-
1121
Facsimile: 215-281-0447
E-mail: Emiliani.ceolaaleonardocompany us
Materials and Spare Parts inquiries shall be directed to:
AGUSTAWESTLAND PHILADELPHIA CORPORATION
Material Department
3050 Red Lion Road
Philadelphia, PA 19114
Attn:
FCP AW139 A/C S/N Page 24 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company General Use
Gail Sourwine
Telephone: 215-281-7341
Facsimile: 215-281-0447
Email: Gail.sou ine leonardocompany.us
AOG inquiries shall be directed to:
AGUSTAWESTLAND PHILADELPHIA CORPORATION
24.7 Fleet Operation Centre
Telephone: +1.888.248.7822
Facsimile: +1.215.268.9104
E- mail: AWPC leetOperationsCenter leonardocompany.us
2. Notices
Any notices to be given under this AGREEMENT by the CUSTOMER to AWPC shall be
delivered by facsimile, e-mail and 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.
For AWPC:
AGUSTAWESTLAND PHILADELPHIA CORPORATION
Customer Support & Services — Proposals and Contracts Management
3050 Red Lion Road
Philadelphia, PA 19114
Attn: Karen Leithead
Telephone: 215-281- 1416
Facsimile: 215-281-0447
E-mail: karen.leithead leonardocompan°�.us
Any notices to be given to the CUSTOMER by AWPC under this AGREEMENT shall be for
the attention of:
For CUSTOMER:
Monroe County Sheriff's Office
5525 College Road
Key West, Florida 33040
Tel: 1-305-292-7020
Attn: Legal Division
Patrick McCulla, Esq.
Email: LM2g2llah@kevsso.net
Mike Rice
Email: mrice ,keysso.net
FCP AW139 A/C S/N Page 25 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company Genera Use
Copy to:
Jarvis &Associates, P.A.
1550 Madruga Avenue, Suite 220
Coral Gables, Florida 33146
Telephone: 305-448-4848
Facsimile: 305-445-4545
Attn: James W. Jarvis, Esq.
Email: jwi aiarvislaw.com
Either Party shall inform by written communication to the other Party of any change of the above
contact details.
X. TITLE
Title to the Covered Components or Parts will pass to AWPC immediately upon their removal
from the Subject Helicopter(s) and title to the replacement Covered Components or Parts will
pass to CUSTOMER immediately upon installation. AWPC and CUSTOMER each warrant that
title to the Covered Components or Parts will be free and clear of all liens and encumbrances at
the time title transfers to the other party and each shall deliver to the other such documents as
may be necessary to transfer title and release any liens or encumbrances thereon.
XI. ASSIGNMENT
Neither Party shall assign, sell or transfer the rights, duties and/or obligations and/or any of its
interest in this AGREEMENT, in whole or in part, without the other Party's prior written consent.
AWPC shall have the right to assign its rights, duties and obligations under this AGREEMENT
to any entity that it controls or that is under common control with AWPC.
AWPC understands that Monroe County, a political subdivision of the State of Florida, with an
address at 1100 Simonton Street, Suite 205, Key West, Florida 33040 has entered into a
Contract with AWCP for the purchase of the Helicopters, and shall for all purposes be a third
party beneficiary of the AWPC obligations under this AGREEMENT.
XII. DISPUTES, APPLICABLE LAW AND JURISDICTION
If a dispute occurs in relation to the operation of this AGREEMENT that is not resolved by mutual
agreement within fifteen (15) working days, then the PARTIES agree to escalate the issue to
their senior representatives (Commercial Director level) for resolution.
Unless the law of another sovereign shall mandatorily apply, this contract shall be governed by
the laws of the United States of America, as to issues of national law; and of the State of Florida ,
as to issues of local law; and all issues of choice of law shall be resolved in favor of the selection
of the laws of the United States, and of the State of Florida, as appropriate. The parties agree
that the United States District Court for the Southern District of Florida or another court sitting in
the state of Florida shall have exclusive jurisdiction to hear any claims, cases or causes of action
arising from or related to this Agreement. This Agreement, and any term or condition hereof, shall
FCP AW139 A/C S/N Page 26 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company Genera Use
not be varied, contradicted, explained or supplemented by an oral agreement or representation,
by course of dealing or performance or by usage of trade, nor amended or changed in any other
manner except by an instrument in writing of even or subsequent date hereto, executed by both
parties by their duly authorized representatives. Wherever used herein, "dollars" shall be deemed
to mean currency of the United States of America.
The CUSTOMER and AWCP agree that in the event any cause of action or administrative
proceeding is initiated or defended by any Party relative to the enforcement or interpretation of
this AGREEMENT, the prevailing party shall be entitled to reasonable attorney's fees, court
costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party,
and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in
appellate proceedings. Mediation proceedings initiated and conducted pursuant to this
AGREEMENT shall be in accordance with the Florida.
XIII. FORCE MAJEURE
AWPC shall not be in breach of this AGREEMENT or liable for failure or for any delay in fulfilling
any obligations under this AGREEMENT where prevented from or impeded or delayed in doing
so on account of any cause beyond the reasonable control of AWPC including, but without being
limited to, strikes, lockouts, riots, epidemics, pandemics, war, acts of terrorism; governmental
regulations; earthquake, flood, fire, explosion and/or other natural physical disaster, acts of God;
contamination by radio-activity, toxic, explosive or other hazardous properties; nationalization,
confiscation, sequestration or any other analogous event involving the deprivation of property or
possession by any governmental or quasi-governmental body or agency, whether temporary or
permanent.
Where AWPC is in delay under the terms of this Article XIII, and such delay exceeds ninety (90) days,
either party may terminate this AGREEMENT, by giving the other party written notice. Such termination
will be subject to the terms of Article VIII(D) of this AGREEMENT.
XIV. AMENDMENTS AND WAIVERS
No amendment to the terms and conditions of this AGREEMENT shall be effective unless made
in writing and executed by representatives of both Parties duly authorized to bind the parties in
contract. If any provision of this AGREEMENT is or becomes void or unenforceable by force of
law for any reason whatsoever, the other provisions shall remain valid and enforceable (to the
extent it is permitted by the applicable law). Waiver of one provision by AWPC shall not act as a
waiver of that provision for any subsequent performance or as a waiver of any other provision.
XV. TRANSFER
Subject to the conditions below, in the event a Subject Helicopter is sold by CUSTOMER to a
third party ("Purchaser"), (a) AWPC will agree to terminate this AGREEMENT and enter into a
new Full Components Plan agreement with the Purchaser if the Purchaser wishes to enter into
a Full Components Plan and (b) the refund as per Article VIII.E. under this AGREEMENT shall
be transferred, to the benefit of Purchaser, only provided that the following conditions are met:
FCP AW139 A/C S/N Page 27 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company Genera Use
1. the Purchaser shall not be from a country subject to any sanctions or prohibited under
OFAC rules;
2. AWPC is entitled to apply adjustments to the rates and timescales of the new Full
Components Plan as appropriate to reflect any differences in the Purchaser's location,
operations, fleet size, operating environment and any other relevant factors (and so that
AWPC's obligations under the new FCP will be no more onerous than before);
3. AWPC and the Purchaser, enter into a replacement FCP agreement on similar terms to
this AGREEMENT;
4. AWPC shall have received full payment for all amounts due from CUSTOMER until the
date of transfer of ownership of the Subject Helicopter(s)to the Purchaser. The Purchaser
of the Subject Helicopter(s) can elect to pay any outstanding amounts due by
CUSTOMER to AWPC;
5. Prior to the transfer of ownership and prior to entering into any new FCP Agreement,
AWPC shall have the right to inspect the Subject Helicopter(s) and review all related
logbooks and documentation in order to verify its condition and the serviceability of its
components and determine whether the Subject Helicopter is eligible for continued
coverage of the components identified in APPENDIX A and APPENDIX B pursuant to a
new FCP replacement Agreement with the Purchaser; and
6. CUSTOMER shall agree in writing to the termination of this AGREEMENT.
XVI. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS
A. AWPC understands that this agreement is subject to Chapter 119, Florida statutes, and
considers certain information that it will provide to CUSTOMER to be exempt from these
requirements on the basis that the information is a trade secret as defined by Chapter
812.081(f), Florida Statutes.
B. Intellectual Property Rights ("IPR")
1. For the purpose of this AGREEMENT, AWPC's intellectual property including any
intellectual property of AWPC's licensors and suppliers ("AWPC's Intellectual Property")
shall mean: all inventions (whether patentable or un-patentable and whether or not
reduced to practice), all patents, patent applications and patent disclosures, trademarks,
trade dress, logos, trade names, brand names and corporate names, together with all
translations, adaptations, derivations and combinations thereof, all trade secrets and
confidential business and commercial information, know- how, technical data (such as
drawings, technical publication specifications, technical information technical
instructions, results of tests etc.), software, (including assemblers, applets, compilers,
source code and object code, user interfaces and databases and related documentation)
and information systems and programs (including data and related documentation), hardware,
and all other proprietary rights; and all copies and tangible embodiments of the items described
in whatever form or medium.
FCP AW139 A/C S/N Page 28 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company Genera Use
2. All LHD's and AWPC's Intellectual Property shall belong and remain the property of LHD
or AWPC or LHD's or AWPC's licensors. Nothing in this Agreement grants any ownership
rights or any other right in any AWPC's Intellectual Property to CUSTOMER.
CUSTOMER, to the extent allowed by law (a) shall have no right of use the AWPC's
Intellectual Property; (b) shall use all reasonable efforts to safeguard the AWPC's
Intellectual Property to prevent its disclosure to or use by third parties (which efforts may
be consistent with those used in the protection of its own proprietary information of a
similar nature provided that in no event shall the CUSTOMER use less than objectively
reasonable efforts under the circumstances; (c) shall not disclose, transfer, rent, assign
or otherwise make available, the AWPC's Intellectual Property nor revealing know-how
of AWPC's personnel, to any third party; (d) shall not reverse engineer, reverse
assemble, disassemble, or decompile, or copy or make any unauthorized use of the
AWPC's Intellectual Property.
3. Nothing herein shall be interpreted to grant the CUSTOMER with any right or license on
any trademarks, logos and/or AWPC's Intellectual Property related to the service
provided under this AGREEMENT.
4. Neither Party shall use the other Party's name, trademarks, service marks or logos for any
promotional or publicity purposes without the express written consent of the other Party.
XVIL ENTIRE AGREEMENT
This AGREEMENT includes all of the above articles, including recitals, appendices as indicated
in the index of this document, and any documents to which it makes reference to, together it
constitutes the entire agreement.
The terms and conditions of this AGREEMENT supersede and replace all prior agreements,
representations, statements and communications, written or oral, between AWPC and the
CUSTOMER relative to the subject matter of this AGREEMENT.
[Signature page follows.]
FCP AW139 A/C S/N Page 29 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company Genera Use
IN WITNESS WHEREOF, the parties have caused this AGREEMENT to be duly executed as of
the date written below:
MONROE COUNTY SHERIFF'S AGUSTAWESTLAND PHILADELPHIA
OFFICE CORPORATION
By: By:
Name: Name:
Title: Title:
Date: Date:
FCP AW139 A/C S/N Page 30 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
SCHEDULE 1 — Plan Rate
FULL COMPONENTS PLAN RATE SN
HELICOPTER STANDARD CONFIGURATION $
DELTA Plan Rate per Flight Hour
(Economic condition 2023):
I. AWPC considers the information contained in this Schedule 1 to be a trade secret as defined by
Chapter 812.081(f), Florida Statutes and is therefore exempt from the disclosure requirements of
Chapter 119, Florida statutes.
II. Should CUSTOMER receive a request under Chapter 119, Florida Statutes for CUSTOMER to
disclose this Schedule 1, CUSTOMER will provide 48 hours' notice to AWPC by email prior to
disclosing this Schedule 1 to enable AWPC to assert its rights to resist disclosure of this Schedule 1.
III. In the event of a request as described in Article II of this Schedule 1, CUSTOMER shall notice all
points of contact identified in Article IX of the AGREEMENT as well as all of the following individuals:
a. William Gaertner, General Counsel & Corporate Secretary
3050 Red Lion Road
Philadelphia, PA 19114
William.Gaertnera-Leonardocompany.us
(267) 476-1787
b. Spencer Cercone, Associate General Counsel
3050 Red Lion Road
Philadelphia, PA 19114
Spencer.Cerconea.Leonardocompany.us
(267) 945-7597
c. Chance Owen, Regional Sales Manager— South East
3050 Red Lion Road
Philadelphia, PA 19114
Chance.Owen aLeonardocompany.us
(267) 939-0567
FCP AW139 A/C S/N Page 31 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
APPENDIX A - STANDARD CONFIGURATION
Airframe
■ Aluminium alloy fuselage
■ glass windshields
■ Overhead cockpit windows
■ Lower cockpit windows
■ Cockpit ram air adjustable outlets
■ Forced fan ventilation
■ Bleed air heater and defroster with air noise suppressions
■ Heated Pilot tubes (2) with Pilot heat failure warning (2)
■ Heated static intakes (2)
■ Pilot doors (2) with push-out emergency exit window (with "storm window" on pilot
side)
■ Cabin Door (2) locking mechanism
■ Six cabin push-out emergency exit windows (two on each passenger cabin door)
■ Baggage compartment with two lockable baggage compartment doors (LH and
RH)
■ Baggage compartment cargo tie-down fittings
■ Wheeled retractable tricycle landing gear (two wheels on nose gear and brakes on
main landing gear)
■ Landing gear mooring
■ Tail boom and vertical fin
■ Stabilizers with composite "winglets"
■ Pilot and co-pilot windshield wipers
■ Upper deck cowlings (one front forward sliding, two side opening for engine
access)
■ Anti-vibration masses (2) under cabin floor
Rotors and Controls
■ Fully articulated Main Rotor (M/R) with five composite blades, five elastomeric
bearings and five hydraulic dampers
■ Rotating M/R flight controls
FCP AW139 A/C S/N Page 32 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
■ Main rotor hub beanie
■ Main dual servo actuators (3)
■ Fully articulated Tail Rotor (T/R)with four composite blades, four elastomeric bearings
and four elastomeric dampers
■ Rotating T/R flight controls
■ One T/R dual servo actuator
■ Force trim system
■ Pilot fixed flight controls (cyclic, collective, anti-torque pedals)
■ Co-pilot fixed flight controls (cyclic, collective, anti-torque pedals)
■ Dual digital 3-axis linear actuators interfaces with airframe
■ Rotor brake
Power Plant and Fuel System
■ Fire detection system
■ Fire extinguisher system (2 bottles)
■ Steel engine exhausts and ejectors
■ Two independent crashworthy fuel cells
■ Two submerged booster pumps in fuel tank
■ Engine Supply Pumps (Qty. 2).
Transmission Drive System and Hydraulic System
■ Main transmission with two direct drive engine inputs
■ Three main transmission chip detectors/debris collectors with burning capability
■ Two freewheel units
■ Four strut rods for upper deck attachment and one anti-torque plate
■ Intermediate gearbox with sight gauge and magnetic drain plug/chip detector
■ Tail gearbox with sight gauge and magnetic drain plug/chip detector
■ Dual independent, redundant hydraulic systems
■ Two hydraulic Power Control Modules (PCM)
■ Three main transmission driven hydraulic mechanical pumps for controls, landing
gear and wheel brake actuation
■ One electrical pump for control checks on ground (engines off)
FCP AW139 A/C S/N Page 33 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Electrical Systems
■ DC primary power generation: 28 V DC regulated voltage provided by two
independent 300 A starter generators
■ DC external power receptacle
■ DC starter generator control units (2)
■ Navigation lights (3)
■ Anticollision light
■ External emergency landing lights on the sponsons (2)
■ Taxing lights on the sponsons (2)
■ Retractable/rotating landing light (2)
■ Baggage compartment lights (3) and smoke sensor
■ Concorde Lead Acid Batteries — In lieu of Baseline Configuration 44 Ah and 13Ah
batteries.
■ Baggage Compartment Smoke Detector
Standard Avionic Package
■ One Electronic Standby Instrument System (ESIS) (attitude, airspeed, altitude,
vertical speed, compass, and ILS data)
■ Pilot and co-pilot interphone control (cyclic grip and floor switches)
■ Pilot and co-pilot digital audio panels with remote ICS audio port for ground
operation
■ One outside air temperature indicator
■ Two Master Warning Lights (MWL)
■ Two Master Caution Lights (MCL)
■ Engine 1 fire light
■ Engine 2 fire light
■ Dual electrical power connection for CVR/FDR (FAA requirement compliant)
■ Cockpit Voice Recorder & Flight Data Recorder (CVR/FDR) with Underwater
Locator Beacon (ULB)
■ Left Modular Radio Cabinet (MRC), including:
■ VHF Radio
■ VOR/LOC/GS/MB
■ Right Modular Radio Cabinet (MRC), including:
■ VHF Radio
FCP AW139 A/C S/N Page 34 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
■ VOR/LOC/GS/MB
■ ADF
■ DME
■ 1 st Radar Altimeter RT-300
■ 2nd Radar Altimeter RT-300
FCP AW139 A/C S/N Page 35 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
APPENDIX B - OPTIONAL EQUIPMENT LIST
KIT Description Qty.
1 4G1830F00612, KIT AVCS OMNI (4x) 1
2 4G1860F00113, KIT MAST VIBRATION ABSORBER 1
3 3G215F00512, KIT AIR CONDITIONING 1
4 4G4630F00312 KIT CENTRAL DISPLAY SIRIO PANEL 1
5 4G9750F00213, KIT EXTERNAL VIDEO CAMERA 1
6 4G3350F00112, KIT HEELS FUS.135 1
7 3G7160A07811, INLET BARRIER FILTER REMOVABLE PARTS 1
8 4G3340F00612, KIT 2ND ANTICOLLISION LIGHT FUS.135 1
9 4G3340F00412, KIT STROBE LIGHTS (WINGLETS) 1
10 4G3340F02712,PULSE LIGHTS 2
11 4G3340F02511, KIT 4TH STEERABLE LIGHT LH 1
12
13
14
15
16
17
18
19
20
21
FCP AW139 A/C S/N Page 36 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
APPENDIX C - MMIR FORM
This Appendix provides detailed instructions on how to complete the MMIR Form for Customers enrolled
into a Service Plan. For information, shadowed fields are automatically filled by Leonardo Customer
Portal.
�,`u�uaa rru u°cren�r�rrC.rrM uwuru u 4 u r° �����
AjjusuMesnalrrld[A'PirunauU IRV,, Dalai C VmIo F:Md
RIMA nuwuuMr
l
WvcIt Aurru ii,af,1 Rrr°oymarrgoon'P N
a X n rx�,o uw
PmipVa Addres
1. Select the Aircraft Serial Number
2. Select the "Ship to Address" desired
FCP AW139 A/C S/N Page 37 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company General Use
16'"4NU f,,,,an µ citli �iintiIIV uien'li
11011101
C 1jSt1�1u1,n,em a"cujlradvifr'o IDW Vuui,,b w �y nar„, h� °gur u;°red lJ
�F p
u 10 VWAaawap', a"h?vw'hacd
5
O 910fqullN'ii a 1iVI' Njajfjjncw [Jion
6
1,ho tt'Mly,
P'da"�Nilii"O I'KiluVris
G)
Ih"�u'�fi fl u uN�11 IIH�r�llVlWUttll���",�'^q V,:Ih+w'gi
3. Fill in Customer Control Number (if any, this is not a Mandatory Field)
4. Complete the date the discrepancy/malfunction occurred (please note, the date of MMIR
creation is reported automatically)
5. Fill in the reason for removal: service life limit, overhaul, malfunction or `other' and the
description of the malfunction
6. Fill in the Part Number (put N/A if the request is not for a P/N, e.g. local repair)
7. Fill in the Serial Number of the part if known. Please insert N/A if the S/N is not applicable or
not available. If not available, the Serial Number will be required at a later stage (S/N is
mandatory in case of service life limit or TBO component)
Monroe County Sheriff's Office FCP AW139 A/C S/N Page 38 of 42
Contract No. 2023-003
AWPC CUSTOMER
Company General Use
When the part is requested for scheduled replacement due to service life limit or TBO (see point5above)
the following ismandatory:
8. Fill in the Serial Number
9. Fill in the total hours or total landings/cycles of the component at the time ofyNyN|R
submission/request
Others�P[ease specify)
AgUsLaWestland Invoice IN.or I
Offiers, Yes Id s
10. Please select the type Of service requested tOAWPC (as shown in the point 9be|mw):
a. Replacement Part
b. Replacement Part from Consignment
o. Credit for Replacement Part (owned by Customer)
d. Credit for local repair at customer's facility
e. Others
f.
Only in case of part taken from Consignment stock or a replacement part credit is requested please fill-
in the below box:
11. Fill in quantity of part, Part Number and Serial Number of the part installed as replacement.
Please also specify the AWPC Invoice number or Packing List accompanying the supply of
the part that has been installed as replacement.
Please pay attention to the documentation that needs to be returned to AWPC together with the
Component (as per point 11). Please make sure that:
a. all documentation is properly completed
b. all documents are coherent with correct data, and
c. original copies of the required documents are sent to AWPC together with the
Component.
Click on "add item" icon to fill-in up to 5 components into the same MMIR.
��IUtl�"""n�n �otl�nlYlkNil,u�l�illi �nr�J�olVtlh6
�> Iubm t
Click the"Submit" icon to send the MMIR Form for AWPC approval.
FCP AW139 A/C S/N Page 40 of 42
Monroe County Sheriff's Office Contract No. 2023-003
AWPC CUSTOMER
Company General Use
APPENDIX D - MONTHLY OPERATING REPORT
FULL COMPONENTS PLAN
FULL COMPONENT PLAN NO.
CUSTOMER:
REPORTING PERIOD: from to
Helicopter serial number:
Helicopter Total Flight Time:
(since helicopter delivery)
Helicopter flight time below MTOW 6400 kg:
(during the above reporting period)
Helicopter flight time above MTOW 6400 Kg:
(during the above reporting period)
Total amount of landings:
(during the above reporting period)
SIGNATURE:
NAME IN PRINT:
DATE:
FOR OFFICE USE ONLY
Plan Rate:
Charges Due This Period:
FCP AW139 A/C S/N Page 41 of 42
Monroe County Sheriff's Office Contract No. 2023--003
AWPC CUSTOMER
Company General Use
APPENDIX E - ESCALATION
The Hourly Rate shall be adjusted at the beginning of each new Calendar Year for the whole duration of
the AGREEMENT, through the application of the price revision formula specified hereunder:
Pn+1 = Pn * {1 + (0.62 MI + 0.38 LI)}
Where:
Pn+1 = Adjusted price applicable to year"n+1".
Pn= Price applicable to year"n".
MI= Producer Price Indexes (percentage) published by the US Department of Labor as of the month
prior to the date of the review (Refer to Table A "Monthly and 12-Month percent changes in
selected final demand price indexes seasonally adjusted —Change in final demand less foods,
energy, and trade from 12 months ago").
LI= Index of Productivity and Cost (percentage) published by the US Department of Labor for the
quarter prior to the one in which the date of the review falls (Refer to Table 3 "Manufacturing
sector: Labor productivity, hourly compensation, and unit labor costs, seasonally adjusted —
Percent change from corresponding quarter of previous year").
FCP AW139 A/C S/N Page 42 of 42
Monroe County Sheriff's Office Contract No. 2023--003
AWPC CUSTOMER
Company General Use